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SEC Comment Letter 0000000000-23-001803 to Wearable Devices Ltd. (WLDS)

Wearable Devices Ltd.
Date: Feb. 23, 2023 · CIK: 0001887673 · Accession: 0000000000-23-001803

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File numbers found in text: 333-262838

Date
February 23, 2023
Author
Office of Technology
Form
UPLOAD
Company
Wearable Devices Ltd.

Letter

United States securities and exchange commission logo February 23, 2023 Asher Dahan Chief Executive Officer Wearable Devices Ltd. 2 Ha-Ta’asiya St. Yokne’am Illit, 2069803 Israel Re:Wearable Devices Ltd. Amendment No. 2 to Post-Effective Amendment No. 1 to Registration Statement on Form F-1 Filed February 17, 2023 File No. 333-262838 Dear Asher Dahan: We have reviewed your amended registration statement and have the following comment. In our comment, 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 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 comment we may have additional comments. Unless we note otherwise, our references to prior comments are to comments in our November 29, 2022 letter. Amendment No. 2 to Post-Effective Amendment No. 1 to Registration Statement on Form F-1 Risk Factors Alpha and other investors in the April 2021 financing may be entitled to additional Ordinary Shares..., page 26 1.We note your response to prior comment 1. Please expand your disclosure to include the extent of the dilution your shareholders will experience as a result of the additional securities to be issued. If you believe you cannot calculate these amounts, please tell us in detail why you are unable to do so and what information is unknown at this time.

FirstName LastNameAsher Dahan Comapany NameWearable Devices Ltd. February 23, 2023 Page 2 FirstName LastName Asher Dahan Wearable Devices Ltd. February 23, 2023 Page 2 Please contact Alexandra Barone, Staff Attorney, at (202) 551-8816 or Jan Woo, Legal Branch Chief, at (202) 551-3453 with any questions. Sincerely, Division of Corporation Finance Office of Technology cc: Oded Har-Even

Show Raw Text
United States securities and exchange commission logo
February 23, 2023
Asher Dahan
Chief Executive Officer
Wearable Devices Ltd.
2 Ha-Ta’asiya St.
Yokne’am Illit, 2069803
Israel
Re:Wearable Devices Ltd.
Amendment No. 2 to Post-Effective Amendment No. 1 to
Registration Statement on Form F-1
Filed February 17, 2023
File No. 333-262838
Dear Asher Dahan:
            We have reviewed your amended registration statement and have the following
comment.  In our comment, 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 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 comment we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our November 29, 2022 letter.
Amendment No. 2 to Post-Effective Amendment No. 1 to Registration Statement on Form F-1
Risk Factors
Alpha and other investors in the April 2021 financing may be entitled to additional Ordinary
Shares..., page 26
1.We note your response to prior comment 1. Please expand your disclosure to include the
extent of the dilution your shareholders will experience as a result of the additional
securities to be issued.  If you believe you cannot calculate these amounts, please tell us in
detail why you are unable to do so and what information is unknown at this time.

 FirstName LastNameAsher Dahan
 Comapany NameWearable Devices Ltd.
 February 23, 2023 Page 2
 FirstName LastName
Asher Dahan
Wearable Devices Ltd.
February 23, 2023
Page 2
            Please contact Alexandra Barone, Staff Attorney, at (202) 551-8816 or Jan Woo, Legal
Branch Chief, at (202) 551-3453 with any questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Oded Har-Even