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SEC Comment Letter 0000000000-23-001619 to Polyrizon Ltd. (PLRZ)

Polyrizon Ltd.
Date: Feb. 16, 2023 · CIK: 0001893645 · Accession: 0000000000-23-001619

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File numbers found in text: 333-266745

Date
February 16, 2023
Author
Tomer Izraeli
Form
UPLOAD
Company
Polyrizon Ltd.

Letter

United States securities and exchange commission logo February 16, 2023 Tomer Izraeli Chief Executive Officer Polyrizon Ltd. 5Ha-Tidhar Street Raanana, 4366507, Israel Re:Polyrizon Ltd. Amendment No. 4 to Registration Statement on Form F-1 Filed February 3, 2023 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 January 23, 2023 letter. Amendment No. 4 to Registration Statement on Form F-4 Cover Page 1.We note your response to comment 1. Please clarify the statements in your response that appear to contradict. For example, at the bottom of page 4, you state, "The Company respectfully notes that it has removed from the selling shareholders all of the Company’s directors and officer." At the top of page 6, you state, "No selling shareholder who is an officer or director of the Company and will be included in the Registration Statement is in the business of underwriting securities and none of such selling shareholders is a registered broker dealer or affiliated with a broker dealer."

FirstName LastNameTomer Izraeli Comapany NamePolyrizon Ltd. February 16, 2023 Page 2 FirstName LastName Tomer Izraeli Polyrizon Ltd. February 16, 2023 Page 2 You may contact Li Xiao at (202) 551-4391 or Kevin Vaughn at (202) 551-3494 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.

Show Raw Text
United States securities and exchange commission logo
February 16, 2023
Tomer Izraeli
Chief Executive Officer
Polyrizon Ltd.
5Ha-Tidhar Street
Raanana, 4366507, Israel
Re:Polyrizon Ltd.
Amendment No. 4 to
Registration Statement on Form F-1
Filed February 3, 2023
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 January 23, 2023 letter.
Amendment No. 4 to Registration Statement on Form F-4
Cover Page
1.We note your response to comment 1.  Please clarify the statements in your response that
appear to contradict.  For example, at the bottom of page 4, you state, "The Company
respectfully notes that it has removed from the selling shareholders all of the Company’s
directors and officer."  At the top of page 6, you state, "No selling shareholder who is an
officer or director of the Company and will be included in the Registration Statement is in
the business of underwriting securities and none of such selling shareholders is a
registered broker dealer or affiliated with a broker dealer."

 FirstName LastNameTomer Izraeli
 Comapany NamePolyrizon Ltd.
 February 16, 2023 Page 2
 FirstName LastName
Tomer Izraeli
Polyrizon Ltd.
February 16, 2023
Page 2
            You may contact Li Xiao at (202) 551-4391 or Kevin Vaughn at (202) 551-3494 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.