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Correspondence 0001493152-24-030680 from Odysight.ai Inc. (ODYS)

Odysight.ai Inc.
Date: Aug. 8, 2024 · CIK: 0001577445 · Accession: 0001493152-24-030680

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File numbers found in text: 333-273285

Date
Aug. 8, 2024
Author
Chief
Form
CORRESP
Company
Odysight.ai Inc.

Letter

VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance Office of Industrial Applications and Services Attn: Benjamin Richie RE: Odysight.ai Inc. Registration Statement on Form S-1 File No. 333-273285

Dear Mr. Richie:

Pursuant to Rule 461 under the Securities Act of 1933, as amended, Odysight.ai Inc. (the “Company”) hereby requests acceleration of the effective date of the above referenced Registration Statement to 4:00 p.m., Eastern Time, on August 9, 2024, or as soon thereafter as practicable, or at such other time as the Company or its outside counsel, Carter Ledyard & Milburn LLP, request by telephone that such Registration Statement be declared effective.

Please contact Guy Ben-Ami, of Carter Ledyard & Milburn LLP, counsel to the Company, at (212) 238-8658, as soon as the Registration Statement has been declared effective, or if you have any other questions or concerns regarding this matter.

Very
truly yours,
Odysight.ai
Inc.

Show Raw Text
CORRESP
1
filename1.htm

VIA
EDGAR

Odysight.ai
Inc.

Suite
7A, Industrial Park, P.O. Box 3030

Omer,
Israel 8496500

August
8, 2024

United
States Securities and Exchange Commission

Division
of Corporation Finance

Office
of Industrial Applications and Services

100
F Street, N.E.

Washington,
D.C. 20549

Attn:
Benjamin Richie

    RE:
    Odysight.ai
    Inc.

    Registration
    Statement on Form S-1

    File
    No. 333-273285

Dear
Mr. Richie:

Pursuant
to Rule 461 under the Securities Act of 1933, as amended, Odysight.ai Inc. (the “Company”) hereby requests acceleration
of the effective date of the above referenced Registration Statement to 4:00 p.m., Eastern Time, on August 9, 2024, or as soon thereafter
as practicable, or at such other time as the Company or its outside counsel, Carter Ledyard & Milburn LLP, request by telephone that
such Registration Statement be declared effective.

Please
contact Guy Ben-Ami, of Carter Ledyard & Milburn LLP, counsel to the Company, at (212) 238-8658, as soon as the Registration Statement
has been declared effective, or if you have any other questions or concerns regarding this matter.

    Very
    truly yours,

    Odysight.ai
    Inc.

    By:
    /s/
    Yehu Ofer

    Name:
    Yehu
    Ofer

    Title:
    Chief
    Executive Officer

cc:

Einav
Brenner, Odysight.ai Inc.

Aviram
Hazak, Joshua Ravitz,

Herzog,
Fox & Neeman Law Offices

Guy
Ben-Ami,

Carter
Ledyard & Milburn LLP