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February 21, 2023
Nathan Givoni
Chief Executive Officer
Gelteq Pty Ltd
Level 7
612-616 St Kilda Rd
Melbourne VIC, 3004
Australia
Re:Gelteq Pty Ltd
Amendment No. 2 to Registration Statement on Form F-1
Filed February 6, 2023
File No. 333-267169
Dear Nathan Givoni:
            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 December 9, 2022 letter.
Amendment No. 2 to Registration Statement on Form F-1 filed February 6, 2023
Prospectus Summary
The Offering, page 9
1.We note that your offering summary calculations on page 9 do not include
the 1,749,243 Ordinary Shares covered by the resale prospectus, which may proceed even
if the primary underwritten offering of shares does not. Please reconcile.
2.We note your response to our prior comment 3. Please revise the Lock-up disclosure on
page 10 to explicitly state that the selling shareholders are able to resell their shares during

 FirstName LastNameNathan Givoni
 Comapany NameGelteq Pty Ltd
 February 21, 2023 Page 2
 FirstName LastNameNathan Givoni
Gelteq Pty Ltd
February 21, 2023
Page 2
the twelve months following the company's listing on Nasdaq, if approved.
Management's Discussion and Analysis of Financial Condition and Results of Operations, page
50
3.As previously requested in prior comment 1, please provide disclosures of the related
party revenue amounts, not just the order volume amounts. Also discuss the disparity
between related party orders of 50.2% and related party revenue of 91.0% during the year
ended June 30, 2022. In this regard, the $134,231 amount disclosed on page F-38 exceeds
90% of your FY 22 $147,536 revenue.
Intangible Assets, page 56
4.Intangible assets comprise 97% of your total assets. Based on your disclosure on page F-
27, it appears that the recoverability of this asset is primarily based on an assumption that
revenues will increase at an average rate of 92% annually in the next 6.5 years. As
previously requested, please disclose the objective evidence (if any) that management
used to derive this assumption. In order for readers to fully understand the estimation
uncertainty and the impact of this critical assumption on your impairment analysis, please
also disclose your actual volume of products sold in the year ended June 30, 2022 and the
amount of your assumed sales volume in the final year of your 6.5 year forecast. See the
Instructions to Item 5 of Form 20-F and the Commission's Interpretive Release 33-8350.
Asiana Trading Corporation, page 97
5.Regarding your response to prior comment 7, please clarify for us how you concluded that
Mr. Olyniec "had limited control over day-to-day commercial decision making" of Asiana
if he was its sole director (Exhibits 10.20 and 10.21). In addition, please expand your
disclosure on page 97 to state whether the services provided by Asiana under the
Consulting Services Agreement were performed by Mr. Olyniec. Tell us how many
employees Asiana had during the term of this Agreement. Disclose also whether whether
the Agreement was terminated and if so, the date thereof. Further, please clarify for us
whether Mr. Olyniec both received $143,977 (p. F-38) of management fees from Gelteq in
FY 22 and also paid Gelteq $134,231 in FY 22 for product purchases. Tell us how you
were able to reasonably estimate the fair value of these product sales transactions in the
event that Mr. Olyniec was both a manager and a customer of Gelteq.
Experts, page 130
6.We note your response to our prior comment 6 and the consent of Leadenhall Valuation
Services Pty Ltd now filed as Exhibit 23.5. Please also revise the “Experts” section on
page 130 to include Leadenhall and file a copy of the valuation report as an exhibit to the
registration statement. See Item 601(b) of regulation S-k and Securities Act Rule 408. To
the extent you do not believe the valuation report is required to be filed, please provide an
analysis supporting your determination.

 FirstName LastNameNathan Givoni
 Comapany NameGelteq Pty Ltd
 February 21, 2023 Page 3
 FirstName LastName
Nathan Givoni
Gelteq Pty Ltd
February 21, 2023
Page 3
General
7.We note that the resale offering may proceed whether or not the company's shares are
approved for listed on Nasdaq, in which case the primary underwritten offering will not
occur, and alternatively, if the shares are listed on Nasdaq may proceed prior to the
closing of the primary offering. We also note that the alternate pages provided at the end
of the primary prospectus do not address all of the potential implications of these two
scenarios. For instance, in the event the company's shares are not listed on Nasdaq and the
company is quoted on the Pink markets, the resale offering must remain at a fixed price
for the duration of the offering. In addition, the number of shares reflected in the Offering
Summary on page Alt-9 does not reflect the two potential outcomes (with the primary
offering closing and without). Please revise the alternate pages, adding pages where
required, to reflect the implications of each potential outcome. Specifically, ensure you
include risk factor disclosure addressing the impacts if the Nasdaq listing is not approved.
Selling Shareholders, page Alt-11
8.We note that Vertical Holdings LLC has been added as a selling shareholder. Please revise
your disclosure to provide more information regarding the circumstances under which
Vertical Holdings acquired the shares it intends to resell in the secondary offering,
including its relationship to the company, if any.
            You may contact Eric Atallah at 202-551-3663 or Al Pavot at 202-551-3738 if you have
questions regarding comments on the financial statements and related matters.  Please contact
Arzhang Navai at 202-551-4676 or Laura Crotty at 202-551-7614 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Richard I. Anslow, Esq.