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 April 15, 2025

Eli Yoresh
Chief Financial Officer
Foresight Autonomous Holdings Ltd.
7 Golda Meir
Ness Ziona
7414001 Israel

 Re: Foresight Autonomous Holdings Ltd.
 Registration Statement on Form F-3
 F-3 filed March 28, 2025
 File No. 333-286221
Dear Eli Yoresh:

 We have conducted a limited review of your registration statement and
have the
following comments.

 Please respond to this letter by amending your registration statement
and providing
the requested information. If you do not believe a comment applies to your
facts and
circumstances or do not believe an amendment is appropriate, please tell us why
in your
response.

 After reviewing any amendment to your registration statement and the
information
you provide in response to this letter, we may have additional comments.

Registration Statement on Form F-3 filed March 28, 2025
Risk Factors , page 3

1. Please revise your risk factors to include the potential for substantial
dilution from the
 structure of the warrants and the nominal exercise price. In additional,
include risk
 factors to address potential dilution from any provision that could
adjust upward the
 number of ADSs and common shares underlying the Series A and Series B
Warrants.
 As part of your disclosure, include the maximum number of ADSs and/or
common
 shares that may be issuable upon exercise of the warrants.
 April 15, 2025
Page 2
2. Include risk factor disclosure that the offering could cause the company
 s common
 stock price to fall below the minimum bid price, which could result in
its shares being
 delisted from Nasdaq. If the registrant has plans to seek shareholder
approval for a
 reverse stock split, such plans should be disclosed in the registration
statement,
 including the proposed ratio, if known.
Selling Shareholders, page 6

3. Please disclose the natural person or persons who exercise the sole or
shared voting
 and/or dispositive powers with respect to the shares held in the name of
the entity
 identified in the table. Additionally, please provide us with your
analysis as to why
 YA II PN, Ltd should not be deemed an underwriter pursuant to Rule
145(c). For
 guidance, please refer to Question 612.09 of our Securities Act Rule
Compliance and
 Disclosure Interpretations, which is available on our website.

General

4. We note your disclosures indicate that warrants can be exercised for a
nominal $.01,
 and your Series A and Series B warrant holders have the right to receive
an aggregate
 number of ADSs, representing 30 common share each, based on the formula
provided.
 Please revise the header, the cover page narrative and the Summary to
highlight the
 maximum number of ADS and common shares that could be issued upon
exercise of
 your Series A and Series B warrant warrants. For guidance, refer to
Regulation S-K,
 Item 501(b)(2). Additionally, disclose that the number of shares
issuable on the
 exercise of the warrants as the stock price falls further below the
initial exercise price
 of the warrant.
5. With respect to the warrants with a $.01 exercise price, please revise
the cover page
 narrative and Summary to explain, if true, that as a result of this
feature you expect to
 receive nominal cash proceeds from the exercise of the Warrant.
 April 15, 2025
Page 3

 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.

 Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.

 Please contact Mariam Mansaray at 202-551-6356 or Matthew Derby at
202-551-
3334 with any other questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Technology
cc: Ron Ben-Bassat
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