Correspondence 0001493152-25-004692 from Odysight.ai Inc. (ODYS)

Odysight.ai Inc.
Date: Feb. 3, 2025 · CIK: 0001577445 · Accession: 0001493152-25-004692

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File numbers found in text: 333-283773

Date

December 12, 2024

Author

Benchmark Company, LLC

Form

CORRESP

Company

Odysight.ai Inc.

Letter

VIA EDGAR Division of Corporation Finance Attention: Mr. Nicholas O’Leary Registration Statement on Form S-1 Filed December 12, 2024 File No. 333-283773

Re: Odysight.ai Inc.

Dear Mr. O’Leary:

Reference is made to our letter, filed as correspondence with the U.S. Securities and Exchange Commission via EDGAR on January 28, 2025, in which we requested the acceleration of the effective date of the above-captioned Registration Statement, as amended, to 5:00 p.m. Eastern time, on Thursday, January 30, 2025. We are no longer requesting that the Registration Statement be declared effective at that date and time, and we hereby formally withdraw our prior request for acceleration of the effective date of the above-captioned Registration Statement, as amended.

Very
truly yours,
The
Benchmark Company, LLC

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CORRESP
1
filename1.htm

February
3, 2025

VIA
EDGAR

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

100
F Street, N.E.

Washington,
D.C. 20549

Attention:
Mr. Nicholas O’Leary

    Re:
    Odysight.ai
    Inc.

    Registration
    Statement on Form S-1

    Filed
    December 12, 2024

    File
    No. 333-283773

Dear
Mr. O’Leary:

Reference
is made to our letter, filed as correspondence with the U.S. Securities and Exchange Commission via EDGAR on January 28, 2025, in which
we requested the acceleration of the effective date of the above-captioned Registration Statement, as amended, to 5:00 p.m. Eastern time,
on Thursday, January 30, 2025. We are no longer requesting that the Registration Statement be declared effective at that date and time,
and we hereby formally withdraw our prior request for acceleration of the effective date of the above-captioned Registration Statement,
as amended.

    Very
    truly yours,

    The
                                            Benchmark Company, LLC

    By:
    /s/
    Michael S. Jacobs

    Name:
     Michael S. Jacobs

    Title:
     Head of Equity Capital Markets

    cc:
    Yehu
    Ofer, Odysight.ai Inc.

    Richard
    A. Friedman, Sheppard, Mullin, Richter & Hampton LLP

    Gary
    Emmanuel, Greenberg Traurig, P.A.

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