Correspondence 0001213900-23-022575 from ParaZero Technologies Ltd. (PRZO) (CIK 0001916241) (PRZO)
ParaZero Technologies Ltd. (PRZO) (CIK 0001916241)
Date: March 24, 2023 · CIK: 0001916241 · Accession: 0001213900-23-022575
AI Filing Summary & Sentiment
File numbers found in text: 333-265178
Letter
March 23, 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: Patrick Fullem
Mindy Hooker
Asia Timmons-Pierce
Kevin Woody
Re: ParaZero Technologies Ltd.
Amendment No. 9 to Registration Statement on Form F-1
Filed February 15, 2023
File No. 333-265178
Ladies and Gentlemen
On behalf of ParaZero Technologies 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 27, 2023, relating to the above referenced Registration Statement on Form F-1 (File No. 333-265178) (the “Registration Statement”) filed by the Company on February 15, 2023.
Concurrent with the submission of this letter, the Company is filing via EDGAR Amendment No. 10 to the F-1 (“Amendment No. 10”), which reflects the Company’s responses to the comments received by the Staff and certain updated information.
For ease of review, we have set forth below each of the numbered comments of your letter and the Company’s responses thereto. Capitalized terms used herein but not defined herein have the meanings given to such terms in Amendment No. 10.
Amendment No. 9 to Registration Statement on Form F-1 filed February 15, 2023
Capitalization, page 43
1. Please revise your pro forma as adjusted column in the capitalization table to reflect the repayment of the debt owed to Medigus Ltd. upon completion of the offering and explain this adjustment in the paragraph preceding the capitalization table. To the extent that the debt owed to Medigus is considered long-term, please revise adjusted long-term debt to include this amount and include footnote disclosure to explain the terms of the debt.
Response: In response to the Staff’s comment, the Company respectfully notes that it has revised the pro forma as adjusted column in the capitalization table on page 41 to reflect the repayment of the debt owed to Medigus Ltd. upon completion of the offering. Further, the Company has revised its disclosure to explain this adjustment in the paragraph preceding the capitalization table.
Please contact me at (312) 364-1633 if you have any questions or require any additional information in connection with this letter or the Company’s submission of its draft Registration Statement on Form F-1.
Sincerely,
/s/ David Huberman
Show Raw Text
CORRESP
1
filename1.htm
March 23, 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:
Patrick Fullem
Mindy Hooker
Asia Timmons-Pierce
Kevin Woody
Re:
ParaZero Technologies Ltd.
Amendment No. 9 to Registration Statement on Form F-1
Filed February 15, 2023
File No. 333-265178
Ladies and Gentlemen
On behalf of ParaZero Technologies 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 27, 2023, relating
to the above referenced Registration Statement on Form F-1 (File No. 333-265178) (the “Registration Statement”) filed
by the Company on February 15, 2023.
Concurrent with the submission of this letter,
the Company is filing via EDGAR Amendment No. 10 to the F-1 (“Amendment No. 10”), which reflects the Company’s
responses to the comments received by the Staff and certain updated information.
For ease of review, we have set forth below each
of the numbered comments of your letter and the Company’s responses thereto. Capitalized terms used herein but not defined herein
have the meanings given to such terms in Amendment No. 10.
Amendment No. 9 to Registration Statement on Form F-1 filed February
15, 2023
Capitalization, page 43
1.
Please revise your pro forma as adjusted column in the capitalization table to reflect the repayment of the debt owed to Medigus Ltd. upon completion of the offering and explain this adjustment in the paragraph preceding the capitalization table. To the extent that the debt owed to Medigus is considered long-term, please revise adjusted long-term debt to include this amount and include footnote disclosure to explain the terms of the debt.
Response: In response to the Staff’s comment, the Company
respectfully notes that it has revised the pro forma as adjusted column in the capitalization table on page 41 to reflect the repayment
of the debt owed to Medigus Ltd. upon completion of the offering. Further, the Company has revised its disclosure to explain this
adjustment in the paragraph preceding the capitalization table.
Please contact me at (312) 364-1633 if you have
any questions or require any additional information in connection with this letter or the Company’s submission of its draft Registration
Statement on Form F-1.
Sincerely,
/s/ David Huberman
cc: Boaz Shetzer, Chief Executive Officer