SecProbe.io

CORRESP
1
filename1.htm

September 3, 2024

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Life Sciences

100 F Street, N.E.

Washington, D.C. 20549

    Attention:
    Tracie Mariner

    Kevin Vaughn

    Benjamin Richie

    Abby Adams

    Re:
    Polyrizon Ltd.

Amendment No. 6 to Registration Statement on Form F-1

Filed August 14, 2024

File No. 333-266745

Dear Sir or Madam:

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 August 30, 2024,
relating to the above referenced Registration Statement on Form F-1 (File No. 333-266745) submitted by the Company on August 14, 2024
(the “Registration Statement”).

Concurrent with the submission
of this letter, the Company is filing via EDGAR Amendment No. 7 to the Registration Statement on Form F-1 (“Amendment No. 7”),
which reflects the Company’s responses to the comments received by the Staff and certain updated information. For your convenience,
the Company is also delivering via email a copy of this letter and the Registration Statement marked to indicate changes from the Registration
Statement.

For ease of review, we have
set forth below each of the numbered comments of your letter in bold text, followed by the Company’s responses thereto. Capitalized
terms used herein but not defined herein have the meanings given to such terms in the Registration Statement.

Amendment No. 6 to Registration Statement on Form F-1

Cover Page

    1.
    We note your revised disclosure in response to prior comment 1. Please revise your cover page and disclosure elsewhere, as appropriate, to specify the total number of shares being registered with respect to the units.

Response: In
response to the Staff’s comment, the Company has revised the cover page of Amendment No. 7 to specify the total number of
Ordinary shares being registered with respect to the units. Similar revisions were made in the Offering Box included in the Prospectus Summary on page 10, and also on the
back cover page of the prospectus.

    2.
    Please revise your cover page to state that the secondary offering will not commence until after the closing of your initial public offering and to discuss the duration of the secondary offering. Refer to Item 501(b)(3) of Regulation S-K.

Response: In response
to the Staff’s comment, the Company has revised the cover page of Amendment No. 7 to state that the secondary offering will not
commence until after the closing of its initial public offering and to indicate the duration of the secondary offering shall extend at
least until September 30, 2024.

Dilution, page 66

    3.
    We note that the table on page 67 reflects the number of Ordinary Shares purchased from you as part of the Units, as of December 31, 2023. Please update your disclosure to be representative as of a more recent date.

Response: In response
to the Staff’s comment, the Company respectfully notes that the Dilution section takes into account all Ordinary Shares issued subsequent
to December 31, 2023, on a pro forma basis. The company has revised its disclosure on page 67 to clarify that the table is recent as of
the date of the filing of Amendment No. 7.

Certain Relationships and Related Party Transactions,
page 126

    4.

    Please revise this section to clarify the relationship of each entity
    to the company or its affiliates, and to provide all information required by Item 404 of Regulation S-K to the extent you have not done
    so. For example, with respect to the August 2021 Share Purchase Agreement, identify the “certain investors, including certain of
    [your] directors and officers” with whom you entered into this agreement, the amounts of each individual’s interests. Please refer
    to Item 404(a) of Regulation S-K. Please clarify the terms of the June 2023 securities purchase agreement pursuant to which Xylo Technologies
    was able to pay an equivalent of $60,000 by transfer of shares. In addition, please revise the Loans with Related Parties to clarify the
    interest rates for each loan, when the interest is payable,

    conversion features and all material terms of the agreements. Finally,
    please revise to disclose all related parties. We note director Liron Carmel signed Exhibit 10.16 on behalf of lender Medigus Ltd. Please
    revise or advise.

Response: In response
to the Staff’s comment, the Company has revised its disclosure to include the additional details regarding the related party transaction.
We further note that with respect to Exhibit 10.16, Medigus Ltd. has changed its name to Xylo Ltd. We have made note of the name change
in order to avoid any confusion.

Selling Shareholders, page 137

    5.
    Please clarify the amount of Ordinary Shares owned by each selling shareholder following the sale of the maximum number of shares included in this offering. We note the disclosure on page Alt-4 of the selling shareholder prospectus.

Response: In response
to the Staff’s comment, the Company has revised its disclosure to clarify the amount of Ordinary Shares owned by each selling shareholder
following the sale of the maximum number of shares included in this offering.

Polyrizon Ltd. Financial Statements

Report of Independent Registered Public Accounting
Firm, page F-3

    6.
    We note the limiting paragraph regarding the 1.1494 to one forward stock split and await the updated auditors’ report and consent.

Response: The
Company respectfully advises the Staff that the forward stock split is now effective and accordingly the limiting paragraph has been
removed from the Report of Independent Registered Public Accounting Firm. The limiting language has also been removed from the
Consent of Independent Registered Public Accounting Firm filed as Exhibit 23.1 to Amendment No. 7.

    2

General

    7.
    We note your revised disclosure in response to prior comment 6. Please revise to provide the title and date of each study or article, and clarify whether any of the cited reports or studies were commissioned by the Company.

Response: In response
to the Staff’s comment, the Company has revised its disclosures throughout Amendment No. 7 to provide the title and date of each
study or article. In addition, the Company respectfully advises the Staff that none of the cited reports or studies were commissioned
by the Company.

8. We note the changes in selling shareholders, and their respective
shares, included in your resale prospectus. We note the resale prospectus has been including in this offering since your second amended
registration statement filed November 19, 2022. Please provide the following analysis:

 · Why
you are able to register additional shares sold to selling security holders, in particular newly named selling security holders, after
the resale registration statement was filed. Refer to Securities Act Section 5 Compliance and Disclosure Interpretation (C&DI) 134.01.

 · Whether
the added security holders are acting as underwriters selling on behalf of the company. Refer to Securities Act Rules C&DI 612.09.

 · Why
shares that will not be issued to SciSparc Ltd. until the IPO, the number of which will depend on the IPO market price, are able to be
registered in the resale prospectus. Refer to Securities Act Section 5 C&DIs 139.11.

    In providing your response, please include the date of sale of the
    securities and circumstances surrounding the sale with respect to each selling security holder.

Response: In response
to the first bullet of the Staff’s comment, the Company respectfully notes that it added the following shareholders after it filed
Amendment No. 4 to Form F-1 Registration Statement on February 3, 2023 (the “February 2023 F-1”): Raul Srugo, Reuven Srugo
Construction Company (“Srugo Construction”), Xylo Technologies Ltd. (“Xylo”, f/k/a Medigus Ltd.), Capitallink
Ltd. (“Capitallink”), Gabi Gabzo, L.I.A. Pure Capital Ltd. (“Pure Capital”), Ronen Fatal, E. G. Europe Property
(“E.G. Europe”), Itamar David and SciSparc Ltd. (“SciSparc”).

With respect to Raul Srugo and Srugo Construction,
Raul Srugo received ordinary shares of the Company following the conversion of a SAFE in June 2023, as well as through securities purchase
agreements that Raul Srugo entered into with the Company in June 2023, December 2023 and May 2024. Srugo Construction received ordinary
shares of the Company following the conversion of a SAFE in June 2023 and the conversion of a convertible loan in May 2024. When the Company
filed the February 2023 F-1, Raul Srugo was listed as director of the Company under the Management section and the Company also included
disclosure that Raul Srugo was a partial owner of Srugo Construction. As a result, the Company treated both Raul Srugo and Srugo Construction
as affiliates of the Company and did not register the ordinary shares issued to or issuable upon the conversion of convertible securities
held by each of Raul Srugo and Srugo Construction. In the response letter sent by the Company to the Staff dated February 27, 2023, the
Company noted that it had removed from the selling shareholders all of the Company’s directors and officers. On August 16, 2024,
Raul Srugo notified the Company that he did not wish to remain on the Board of the Company following its initial public offering, and
accordingly the shareholders of the company voted to replace Raul Srugo with his adult son, Omer Srugo. Accordingly, when the Company
filed Amendment No. 6 to Form F-1 Registration Statement on August 14, 2024 (the “August 2024 F-1”), the Company removed Raul
Srugo as director of the Company under the Management section. As a result, the Company no longer treats Raul Srugo or Srugo Construction
as affiliates of the Company, and thus, the Company has included each of Raul Srugo and Srugo Construction as a selling shareholder in
the Registration Statement and registered their respective holdings in the Company.

    3

With respect to Xylo, in the February 2023 F-1,
in the Principal Shareholders section, the Company included disclosure that Xylo owned 40.2% of the Company issued and outstanding ordinary
shares (calculated in accordance with Section 13(d) of the Securities Exchange Act, as amended (the “Exchange Act”)) prior
to the Company’s initial public offering and would have owned 20.1% of the Company issued and outstanding ordinary shares (calculated
in accordance with Section 13(d) of the Exchange Act) after the Company’s initial public offering, based on the assumed number of
ordinary shares to be issued or issuable upon the exercise of warrants in the February 2023 F-1. Thus, the Company treated Xylo as an
affiliate of the issuer at the time the Company filed the February 2023 F-1 due to Xylo’s beneficial holdings in the Company. Between
the time that the Company filed the February 2023 F-1 and the August 2024 F-1, the Company entered into a number of financing transactions
in June 2023, December 2023 and May 2024. In addition, Xylo notified the Company that it transferred 761,240 of its ordinary shares to
third parties. As a result, Xylo’s beneficial holdings in the Company (calculated in accordance with Section 13(d) of the Exchange
Act) was reduced to 9.8% of the Company issued and outstanding ordinary shares prior to the Company’s initial public offering. Thus,
the Company no longer treats Xylo as an affiliate of the Company, and accordingly, the Company has included Xylo as a selling shareholder
in the Registration Statement and registered its holdings in the Company.

With respect to Capitallink, Gabi Gabzo, Pure Capital,
Ronen Fatal, E. G. Europe and Itamar David, each of these investors received their ordinary shares of the Company via secondary transactions
from Xylo (as mentioned above) in July 2024 with beneficial holdings in the Company (calculated in accordance with Section 13(d) of the
Exchange Act) ranging from 1.44% to 9.0% on a pre-initial public offering basis. As a result, the Company does not treat any of these
investors as affiliates of the Company, and thus, the Company has included each investor as a selling shareholder in the Registration
Statement and registered their respective holdings in the Company.

With respect to SciSparc, in August 2024, the Company
and SciSparc entered into an exclusive patent license agreement pursuant to which the Company issued to SciSparc 320,000 ordinary shares
of the Company. In addition, upon the closing of the Company’s initial public offering, the Company has agreed to issue to SciSparc
pre-funded warrant and warrants (collectively, the “SciSparc Warrants”) to purchase ordinary shares of the Company. In Amendment
No. 7, the Company is only registering the 320,000 ordinary shares that have been issued to SciSparc prior to the date of Amendment No.
7 and will not register the ordinary shares issuable upon the exercise of the SciSparc Warrants, which have not yet been issued as of
the date of Amendment No. 7 and will be issued in connection with the closing of the Company’s initial public offering. SciSparc’s
beneficial holdings in the Company (calculated in accordance with Section 13(d) of the Exchange Act) is equal to 9.9% of the Company issued
and outstanding ordinary shares on a pre-initial public offering basis. Thus, the Company does not treat SciSparc as an affiliate of the
Company, and accordingly, the Company has included SciSparc as a selling shareholder in the Registration Statement and registered its
holdings in the Company.

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. As a result, the selling security holders are not acting as underwriters selling on behalf of the Company.

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.

    4

For the reasons set forth below, the Company respectfully
submits that the registration and offering from time to time (the “Offering”) of up to 3,116,851 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