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February 27, 2023

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Life Sciences

100 F Street, N.E.

Washington, D.C. 20549

    Attention:
    Abby Adams

    Angela Connell

    Celeste Murphy

    Li Xiao

    Re:
    Polyrizon Ltd.

Amendment No. 4 to

Registration Statement on Form F-1

Filed February 3, 2023

File No. 333-266745

Ladies and Gentlemen

On behalf of Polyrizon Ltd. (the “Company”),
we are writing to submit the Company’s responses to the comments of the staff (the “Staff”) of the Division of Corporation
Finance of the Securities and Exchange Commission (the “Commission”) dated February 16, 2023, relating to the above referenced
Registration Statement on Form F-1 (CIK No. 0001893645) filed by the Company on February 3, 2023 (the “Registration Statement”).

For ease of review, we have set forth below the
numbered comment of your letter and the Company’s response thereto.

Amendment No. 4 to Registration Statement on Form F-1

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.”

Response: In response to the Staff’s comment, the Company
acknowledges the inconsistency in its response to the Staff’s comment 1 from the letter sent by the Company to the Staff dated February
3, 2023 (the “Previous Response Letter”). The Company would like to amend and restate such response, by deleting the sentence
on page 6 that stated “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.” The amended and restated response appears below. Except as restated herein, there are no other modifications
or revisions to the Previous Response Letter.

“Response: In response to the first bullet of the Staff’s
comment, the Company respectfully notes that it has consulted with Nasdaq about the Company’s initial listing plan in general, and
has specifically discussed with Nasdaq the issue of compliance with the “Market Value of Unrestricted Publicly Held Shares of at
least $15 million” under the Equity Standard of Nasdaq Listing Rule 5505(b)(1)1. The shares held by the Selling Shareholders
were considered “Restricted Securities” under Nasdaq Rule 5005(a)(38) upon issuance by the Company. However, following (i)
their registration by the Company under the Registration Statement and (ii) acceptance by the Company’s transfer agent of a blanket
opinion permitting the resale of those securities in the future, Nasdaq would no longer consider the shares to be “Restricted Securities,”
and such shares should be included as part of the Market Value of Unrestricted Publicly Held Shares (see Nasdaq FAQ Identification
Number 1710).

In response to the second bullet of the Staff’s
comment, the Company acknowledges the Staff’s comment and respectfully submits that the proposed resale of shares of the Company’s
ordinary shares by the selling shareholders as contemplated by the Registration Statement is not an indirect primary offering and is properly
regarded as a secondary offering.

In an effort to assist registrants in determining
whether an offering by selling stockholders may be characterized as a secondary offering that is eligible to be made on a shelf basis
under Rule 415(a)(1)(i), the Staff issued Interpretation 612.09 in its Securities Act Compliance and Disclosure Interpretations (“C&DI
612.09”) . C&DI 612.09 provides that “[t]he question of whether an offering styled a secondary one is really on behalf
of the issuer is a difficult factual one, not merely a question of who receives proceeds” and that consideration be given to the
following factors:

    ●
    how long the selling stockholders have held the shares;

    ●
    the circumstances under which the selling stockholders have received the shares;

    ●
    the relationship of the selling stockholders to the issuer;

    ●
    the number of shares being sold;

    ●
    whether the selling stockholders are in the business of underwriting securities; and

    ●
    whether under all the circumstances it appears that the seller is acting as a conduit for the issuer.

For the reasons set forth below, the Company respectfully
submits that the registration and offering from time to time (the “Offering”) of up to 1,858,803 ordinary shares, no par value,
of the Company (the “Shares”) on behalf of the selling shareholders is not, and should not be considered, a primary offering
of the Shares to the public and none of the selling shareholders is, nor should be considered to be, acting as an underwriter within the
meaning of Section 2(a)(11) of the Securities Act of 1933, as amended (the “Securities Act”). We respectfully submit that
the Offering as proposed above should be considered a secondary offering under Rule 415(a)(1)(i) of the Securities Act and that no additional
disclosure be required.

How Long the Selling Shareholders Have Held the Shares

All of the Shares being registered for resale under
the Registration Statement were issued and sold pursuant to a purchase agreement in which each selling shareholder made specific representations
to the Company that such selling shareholder was acquiring the Shares in the ordinary course of business for such selling shareholder’s
own account and not with a view towards, or for resale in connection with, the public sale or distribution thereof. There is no evidence
to suggest that those representations are false. The fact that the Shares are now being registered for resale is not evidence that the
selling shareholders desire to effect an immediate distribution.

 1 The Company respectfully notes that in its response letter to
the Staff dated January 10, 2023, the Company incorrectly referenced Nasdaq Listing Rule 5550(b)(1), which covers Nasdaq’s continued
listing standards. In this letter, the Company has corrected the reference to Nasdaq Listing Rule 5505(b)(1), which covers Nasdaq’s
initial listing standards.

    2

While the presumption is that the longer securities
are held, the less likely it is that a selling shareholder is acting as a conduit for a primary offering, such a factor is not determinative,
and the Commission has in fact specifically recognized that a short holding period does not by itself negate valid investment intent.
The Staff regularly permits issuers to register privately issued shares for resale promptly following, or even prior to, the closing of
a private placement transaction. For example, Securities Act Rules Compliance and Disclosure Interpretations Questions 116.19 (“CD&I
116.19”) and 131.11 (“CD&I 139.11”) both provide that:

In a PIPE transaction, a company will be permitted to register
the resale of securities prior to their issuance if the company has completed a Section 4(2)-exempt sale of the securities (or in the
case of convertible securities, of the convertible security itself) to the investor, and the investor is at market risk at the time of
filing of the resale registration statement. The investor must be irrevocably bound to purchase a set number of securities for a set purchase
price that is not based on market price or a fluctuating ratio, either at the time of effectiveness of the resale registration statement
or at any subsequent date.”

CD&I 116.19 and CD&I 139.11 contemplate
that a valid secondary offering could occur immediately following the closing of the private placement of securities (commonly known as
a “PIPE,” or private-investment of public-equity transaction) with no minimum holding period in the event the company has
completed the private transaction of all of the securities it is registering and the investor is at market risk at the time of filing
of the resale registration statement. Thus, there is no mandatory holding period that must be overcome for a PIPE transaction to be followed
by a valid secondary offering. This interpretation of CD&I 116.19 and CD&I 139.11 indicates that the existence of registration
rights and a short time between the issuance of the securities and the filing date of the Registration Statement do not preclude the offering
from being secondary in nature. This concept is completely consistent with custom and practice in the PIPE marketplace. In many PIPE
transactions (including this Offering) a registration statement is required to be filed shortly after closing or even as a condition to
the closing.

Each selling shareholder has borne for a considerable
time – in no event for a period less than approximately 18 months – and continues to bear the full economic and market risk
of its investment in the Company for the period prior to the date that the Registration Statement is ultimately declared effective and
the shares sold thereunder (or under any applicable exemption from registration) until the Registration Statement is declared effective,
which may not be for a considerable period of time. Each of the selling shareholders has already purchased and fully paid for or otherwise
given valuable consideration for the ordinary shares that the selling shareholders are proposing to resell. As a result, each of the selling
shareholders has been subject to not only market risk, but also the risk that the registration statement would not be declared effective
promptly or for a significant period of time. The Company believes selling shareholders’ purchase of the Shares is inconsistent
with the notion that such investors are acquiring such securities with a view towards, or for resale in connection with, the public sale
or distribution thereof, but rather consistent with a further long-term investment in the Company.

Lastly, none of the selling shareholders is acting
on the Company’s behalf with respect to the shares being registered for resale under the Registration Statement, and the Company
has no contractual relationship with the selling shareholders that would control the timing, nature and amount of resales of the shares
(or whether such shares are even resold at all) under the Registration Statement.

Accordingly, based on the foregoing, the Company
believes that the factors discussed above in the aggregate, support the conclusion that the offering pursuant to the Registration Statement
is a valid secondary offering.

Circumstances Under Which the Selling Shareholders Received Their
Shares

The selling shareholders acquired the Shares in
private placement transactions pursuant to an exemption from registration under Section 4(2) of the Securities Act and/or Rule 506 of
Regulation D promulgated under the Securities Act and, as noted above, have been at market risk for the Shares since their acquisition
of the Shares. As also noted above, each selling shareholder made specific representations to the Company that such selling shareholder
is acquiring the Shares in the ordinary course of business for such selling shareholder’s own account and not with a view towards,
or for resale in connection with, the public sale or distribution thereof, except pursuant to sales registered under the Securities Act
or under an exemption from such registration and in compliance with applicable federal and state securities laws, and such selling shareholder
does not have a present arrangement to effect any distribution of the Shares purchased from the Company. The Company is not aware of any
evidence that would indicate that these specific representations were false or of any evidence that any selling shareholder has any plan
to act in concert to effect a distribution of its Shares.

    3

Furthermore, the Company is not aware of any evidence
that a distribution would occur if the Registration Statement is declared effective. Under the Commission’s rules, a “distribution”
requires special selling efforts. Rule 100(b) of Regulation M defines a “distribution” as “an offering of securities,
whether or not subject to registration under the Securities Act, that is distinguished from ordinary trading transactions by the magnitude
of the offering and the presence of special selling efforts and selling methods.” There is nothing to suggest that any special selling
efforts or selling methods by or on behalf of the selling shareholders have or would take place if the Registration Statement is declared
effective. The Company also is not aware of any facts to suggest that the selling shareholders have taken any actions to condition or
prime the market for the potential resale of the Shares. To do so would result in a breach of the respective representations made by the
selling shareholders to the Company.

The private placement agreements had the traditional
characteristics of a private investment and there is no indicia of the Offering being a “disguised underwriting” by the selling
shareholders. In a typical underwriting, the underwriter and the issuer agree on a price at which the securities will be sold to the public,
and the issuer sells the securities to the underwriter at a negotiated discount to the public offering price, with the “spread”
between the two prices representing the underwriter’s compensation for its selling efforts and for bearing market risk. The selling
shareholders purchased the securities in the Offering without any agreement or arrangement regarding the price at which they might later
resell the underlying shares to the public pursuant to the Registration Statement. As such, unlike an underwriter, the selling shareholders
have taken full investment risk with regard to the Shares they acquired, and there is no certainty that they will receive a premium on
the resale of any underlying shares.

None of the selling shareholders is acting on the
Company’s behalf with respect to the Shares registered for resale under the Registration Statement, and the Company has no contractual
relationship with the selling shareholders that would control the timing, nature and amount of resales of the Shares or whether such Shares
are even resold at all under the Registration Statement. In addition, as set forth in the Registration Statement, the Company will not
receive any proceeds from the sale of Shares under the Registration Statement. Instead the selling shareholders will receive all proceeds
received from resale of the Shares.

The Company believes that the facts surrounding
issuance of the Shares do not support a conclusion that the selling shareholders were acquiring such securities for the purposes of distributing
them on behalf of the Company.

The Selling Shareholders’ Relationship to the Company

The Company respectfully notes that it has removed
from the selling shareholders all of the Company’s directors and officer. Further, the Company does not have an underwriting relationship
with any of the selling shareholders. Each selling shareholder acquired the Shares in a negotiated transaction for the fair market value
on the date of issuance and represented to the Company that it was acquiring such shares for its own account and not with a view towards
distribution, and that it did not have any agreement or understanding, directly or indirectly, with any person to distribute the Shares

None of the selling shareholders had a prior relationship
with the Company before the consummation of each selling shareholders initial investment in the securities of the Company which are now
Shares.

Each of the selling shareholders is al