Correspondence 0001213900-23-092285 from NeuroSense Therapeutics Ltd. (NRSN, NRSNW) (CIK 0001875091) (NRSN)
NeuroSense Therapeutics Ltd. (NRSN, NRSNW) (CIK 0001875091)
Date: Dec. 4, 2023 · CIK: 0001875091 · Accession: 0001213900-23-092285
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File numbers found in text: 333-260338
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CORRESP
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NeuroSense Therapeutics Ltd.
11 HaMenofim Street, Building B
Herzliya 4672562 Israel
December 4, 2023
Via EDGAR
Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549-3561
Attn: Lauren Hamill
Re:
NeuroSense Therapeutics Ltd.
Post-Effective Amendment No. 3 to Registration Statement on Form
F-1
Filed December 4, 2023
File No. 333-260338
Ladies and Gentlemen:
Pursuant to Rule 461 under the Securities Act of 1933, as amended (the
“Securities Act”), NeuroSense Therapeutics Ltd. (the “Company”) hereby respectfully requests that the effective
date of the above-referenced Registration Statement on Form F-1 (the “Registration Statement”) be accelerated by the Securities
and Exchange Commission so that the Registration Statement, as then amended, will be declared effective under the Securities Act at 4:00
p.m. Eastern Time on December 4, 2023, or as soon thereafter as is practicable, or such other time as the Company or its counsel, Covington
& Burling LLP, may request by telephone that such Registration Statement be declared effective.
We respectfully request that we be notified of such effectiveness by
a telephone call to Brian K. Rosenzweig of Covington & Burling LLP at (212) 841-1108 and that such effectiveness also be confirmed
in writing.
Respectfully,
NeuroSense Therapeutics Ltd.
By:
/s/ Alon Ben-Noon
Name:
Alon Ben-Noon
Title:
Chief Executive Officer and Director
cc: Brian K. Rosenzweig, Covington & Burling LLP