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August 1, 2023
Alon Ben-Noon
Chief Executive Officer
NeuroSense Therapeutics Ltd.
11 HaMenofim Street, Building B
Herzliya 4672562 Israel
Re:NeuroSense Therapeutics Ltd.
Registration Statement on Form F-1
Filed July 21, 2023
File No. 333-273375
Dear Alon Ben-Noon:
            We have limited our review of your registration statement to those issues we have
addressed in our 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 this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply 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 these comments, we may have additional comments.
Registration Statement on Form F-1 filed July 21, 2023
Cover Page
1.Please revise the heading on your cover page to quantify the number of warrants to be
registered.
General
2.In relation to the 3,000,000 ordinary shares of common stock issuable upon exercise of the
ordinary warrants issued in the June 22, 2023, private placement, please tell us your basis
for registering the offering of these shares on a primary basis. In this regard, we note that
these shares and warrants were issued pursuant to the exemptions provided in Section
4(a)(2) of the Securities Act and Regulation D promulgated thereunder, and are
exercisable within one year. Please consider the rationale set out in Securities Act

 FirstName LastNameAlon Ben-Noon
 Comapany NameNeuroSense Therapeutics Ltd.
 August 1, 2023 Page 2
 FirstName LastName
Alon Ben-Noon
NeuroSense Therapeutics Ltd.
August 1, 2023
Page 2
Sections C&DI Questions 139.08, 239.15, and 103.04.
            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 Cindy Polynice at 202-551-8707 or Laura Crotty at 202-551-7614 with
any other questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Brian Rosenzweig, Esq.