SecProbe.io

March 5, 2020
Ran Daniel
Chief Financial Officer
Cuentas, Inc.
200 S. Biscayne Blvd., Suite 5500
Miami, FL 33131
Re:Cuentas, Inc.
Revised Preliminary Proxy Statement on Schedule 14A
Filed February 21, 2020
File No. 000-54923
Dear Mr. Daniel:
            We have reviewed your filing and have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.
            Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Revised Preliminary Proxy Statement on Schedule 14A filed on February 21, 2020
Proposal 1, page 5
1.We note that you filed a Current Report on Form 8-K in response to our comment. Please
tell us whether all relevant exhibits filed in the Form 8-K were accepted by the Florida
Division of Corporations. The correspondence from the Florida Division of Corporations
included in some of your exhibits appears to suggest that charter amendments were not
given effect. For example, we note the correspondence related to Exhibits 3.08 and 3.14.
2.Please disclose whether setting the number of authorized common shares at 360,000,000
and authorizing 50,000,000 of blank check preferred stock, as proposed in the proxy
statement, would increase, decrease, or leave unchanged the current number of authorized
common shares and blank check preferred, respectively.  If you are proposing to increase
the number of authorized common or blank check preferred in connection with this proxy,
please tell us the consideration you have given to Note A of Schedule 14A of the
Exchange Act. In the alternative, if the current number of authorized common shares and

 FirstName LastNameRan Daniel
 Comapany NameCuentas, Inc.
 March 5, 2020 Page 2
 FirstName LastName
Ran Daniel
Cuentas, Inc.
March 5, 2020
Page 2
blank preferred stock will not change, please tell us where the charter amendments
authorizing the current number of shares have been filed. In this regard, we note that your
Form 8-K filed in response to comment 1 includes multiple exhibits and it is difficult to
discern the current number of authorized shares.
Proposal 2, page 10
3.We note your response to prior comment 2 and reissue the comment in part.  Please clarify
how the proposed charter amendment would make your bylaws “more consistent” with
Florida law, as you assert in the second paragraph of this section and elsewhere in the
filing.
4.Your disclosure in the third paragraph of this section indicates that while you have
disclosed “certain” material changes, you do not believe it is practical to summarize all
changes proposed to your existing bylaws.  Please note that you are responsible for the
accuracy and completeness of your disclosure. Therefore, please revise to remove any
implication that you have not described all material changes in the amended and restated
bylaws of the company and revise to disclose all material changes, as appropriate.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Please contact Daniel Morris at (202) 551-3314 or Jennifer López at (202) 551-3792 with
any other questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       David Selengut, Esq.