UPLOAD Filing
Jeffs' Brands Ltd (JFBR, JFBRW) (CIK 0001885408)
Date: July 9, 2025 · CIK: 0001885408 · Accession: 0000000000-25-007240
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-288355
Letter
Re: Jeffs' Brands Ltd Registration Statement on Form F-1 Filed June 26, 2025 File No. 333-288355 Dear Ronen Zalayet:
July 9, 2025
Ronen Zalayet Chief Financial Officer Jeffs' Brands Ltd 7 Mezada Street Bnei Brak, 5126112 Israel
We have conducted a limited review of your registration statement and have the following comment(s).
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-1 General
1. We note the structure of the proposed resale and that you are attempting to register for resale the ordinary shares that underly the promissory notes. However, we also note that the predicate transactions to the resale have not been completed as not all of the promissory notes are issued, outstanding and fully funded. As such, it does not appear that you are eligible to register the contemplated resale transaction at this time. Please restructure your transaction accordingly or withdraw your registration statement until such time as the shares can be registered for resale. July 9, 2025 Page 2
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 Rucha Pandit at 202-551-6022 or Dietrich King at 202-551-8071 with any questions.
Sincerely,
Division of
Corporation Finance
Office of Trade &
Services
cc: Atira Erlichster
Show Raw Text
<DOCUMENT> <TYPE>TEXT-EXTRACT <SEQUENCE>2 <FILENAME>filename2.txt <TEXT> July 9, 2025 Ronen Zalayet Chief Financial Officer Jeffs' Brands Ltd 7 Mezada Street Bnei Brak, 5126112 Israel Re: Jeffs' Brands Ltd Registration Statement on Form F-1 Filed June 26, 2025 File No. 333-288355 Dear Ronen Zalayet: We have conducted a limited review of your registration statement and have the following comment(s). 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-1 General 1. We note the structure of the proposed resale and that you are attempting to register for resale the ordinary shares that underly the promissory notes. However, we also note that the predicate transactions to the resale have not been completed as not all of the promissory notes are issued, outstanding and fully funded. As such, it does not appear that you are eligible to register the contemplated resale transaction at this time. Please restructure your transaction accordingly or withdraw your registration statement until such time as the shares can be registered for resale. July 9, 2025 Page 2 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 Rucha Pandit at 202-551-6022 or Dietrich King at 202-551-8071 with any questions. Sincerely, Division of Corporation Finance Office of Trade & Services cc: Atira Erlichster </TEXT> </DOCUMENT>