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December 23, 2022
Tomer Izraeli
Chief Executive Officer
Polyrizon Ltd.
5Ha-Tidhar Street
Raanana, 4366507, Israel
Re:Polyrizon Ltd.
Amendment No. 2 to
Registration Statement on Form F-1
Filed November 19, 2022
File No. 333-266745
Dear Tomer Izraeli:
            We have reviewed your amended registration statement and have the following
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.  Unless we note
otherwise, our references to prior comments are to comments in our October 21, 2022 letter.
Amendment No. 2 to Registration Statement on Form F-1
Cover Page
1.In your Explanatory Note following the registration statement cover page, you list the
differences between the two documents.  We note the following:
•Revise the Resale Prospectus cover page to include the material information about
the initial public offering.
•Clarify the statement on the Resale Prospectus cover page that "[t]he Selling
Shareholder are offering their securities in order to create a public trading market for
our equity securities in the United States."
•You state that the Resale Prospectus deletes the Principal Shareholder section and

 FirstName LastNameTomer Izraeli
 Comapany NamePolyrizon Ltd.
 December 23, 2022 Page 2
 FirstName LastNameTomer Izraeli
Polyrizon Ltd.
December 23, 2022
Page 2
replaces it with a Selling Shareholder section.  Revise both the Public Offering
Prospectus and the Resale Prospectus to include both tables.  Refer to Item 4.a. of
Form F-1 and Items 7.A. and 9.D. of Form 20F.
•We note the deleted disclosure on page 134 regarding Eligibility of Restricted Shares
for Sale in the Public Market, and the following disclosure regarding lock up
agreements and Rule 144.  Revise to quantify the shares subject to lock up
agreements, as you previously disclosed, and provide similar disclosure in the selling
shareholder prospectus.
Prospectus Summary, page 1
2.We note the revisions to the summary risk factors.  Revise the summary risk factors to
briefly summarize the risks associated with the statements made, such as the disclosure
you eliminated in this amendment.  For example, on page 5, briefly explain the risks
associated with your dependence on your C&C product candidates, the fact that your
C&C and T&T technologies are novel technologies, and that you are subject to U.S.
federal and state healthcare laws.
3.We note the revised disclosure regarding PL-15 and PL-16, which you plan to submit for
approval pursuant to a De Novo classification request.  You state preclinical safety trials
are scheduled for the second quarter of 2023 for each.  Clarify if you have or will need to
submit an Investigational Device Exemption (IDE) in order to conduct the trial, and if so,
your planned time frame for doing so.
Certain Relationships and Related Party Transactions
Private Placements of our Securities, page 124
4.We note the disclosure here regarding the private placements, including the SAFEs.
Revise to disclose the exemption relied up for the transactions listed in this section.
Revise the discussion of the SAFEs to summarize all material terms of the agreements.
Exhibit Index, page II-5
5.We reissue comment 6.  We note the added footnote to the Exhibit Index that portions of
the indicated exhibit have been omitted; however, no exhibits have the notation
corresponding to that footnote.  Also, file the revised exhibits, each with the required
legend.
General
6.We note the addition of a selling shareholder prospectus in this amendment.  Revise the
cover page to disclose the offering price for the selling shareholder shares.  Refer to Item
501(b)(3) of Regulation S-K.  Tell us why you have included the selling shareholder
prospectus where you state the selling shareholder offering will not commence until after
the closing of the underwritten offering.

 FirstName LastNameTomer Izraeli
 Comapany NamePolyrizon Ltd.
 December 23, 2022 Page 3
 FirstName LastName
Tomer Izraeli
Polyrizon Ltd.
December 23, 2022
Page 3
7.As it appears the conversion of the SAFE investments pursuant to their terms will not
occur until the consummation of the initial public offering, revise to remove the securities
issued pursuant to the conversion of the SAFEs from this registration statement.
8.Revise the fee table and legal opinions to address the shares being registered for resale by
the selling shareholders.
            You may contact Li Xiao at (202) 551-4391 or Angela Connell at (202) 551-3426 if you
have questions regarding the financial statements and related matters.  Please contact Abby
Adams at (202) 551-6902 or Celeste Murphy at (202) 551-3257 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       David Huberman, Esq.