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Gelteq Limited

Level 4

100 Albert Road

South Melbourne VIC, 3025

Australia

VIA EDGAR

December 9, 2022

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Life Sciences

100 F Street, NE

Washington, D.C. 20549

Attn: Eric Atallah

    Re:
    Gelteq Limited

    Registration Statement on Form F-1

    Filed August 30, 2022

    File No. 333-267169

Dear Mr. Atallah:

Gelteq Limited (the “Company,”
“we,” “our” or “us”) hereby transmits its response to the comment letter received from the staff
(the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”) on September 19,
2022, regarding the Registration Statement on Form F-1 filed with the Commission on August 30, 2022.

For the Staff’s convenience,
we have repeated below the Staff’s comments in bold, and have followed each comment with the Company’s response. Disclosure
changes made in response to the Staff’s comments have been made in Amendment No. 1 to the Registration Statement (the “Amendment”),
which is being submitted to the Commission contemporaneously with the submission of this letter.

Amendment No. 1 on Form F-1 submitted on August 30, 2022

Recent Developments, page 5

    1.
    The USD $1.34 Pre-IPO stock sale price has been constant since March 2022 and reflects the cash price you have received in exchange for stock so it is not clear how you can reasonably disclose that the price is not an indicator of fair value. Either delete the disclosure here and on page F-29 or disclose your objective basis for making that assertion. We may have further comment.

Response: The Company
respectfully acknowledges the Staff’s comment and has deleted the disclosure in the Amendment.

Interim Financial Statements, page F-2

    2.
    As previously requested, please revise pages F-2 and F-5 to clearly define the beginning and ending dates for each period presented. See the guidance in IAS 1.36 and IAS 1.51.

Response: The Company
respectfully acknowledges the Staff’s comment and advises the Staff that the Company has replaced the interim financials for the
period ended March 31, 2022 with the full year annual financial statements for the year ended June 30, 2022 that defines the beginning
and ending dates for each period as provided by IAS 1.36 and IAS 1.51.

    3.
    We understand that in connection with the IPO, you changed your accounting policy in the interim period so that you can now report the R&D Tax Incentives as revenue instead of as components of your tax provision. As previously requested, please revise your financial statements to classify your tax credit income consistently between periods as required by IAS 8.19. In assessing materiality, we note that tax incentives and government grants are the only revenue sources reported in your financial statements.

Response: The Company respectfully acknowledges the Staff’s comment and has accordingly revised its financial statements for the year ended
June 30, 2021 on pages F-49, F-59, F-60, F-64, F-66 and F-78, of the Amendment to reflect the updated accounting policy for R&D tax
incentives.

Note 19, page F-52

    4.
    The AUD$24 million of trade secrets acquired in the June 13, 2021 intangible asset acquisitions comprise over 94% of your total assets. IAS 38.45-47 provides guidance concerning the requirement that the asset’s fair value be reliably measurable to qualify for recognition in your financial statements. It appears that you may have measured fair value solely by applying an unexplained 23% discount to private placement transactions from February and August of 2020. Your response states that this method was recommended by the same entity that you describe on page 33 as being involved in your material internal control weakness and as having limited IFRS experience. Please provide the objective basis for the 23% discount. Please identify the specific facts and circumstances that can reasonably explain why the fair value of your stock would have decreased from AUS$5.10 on June 13, 2021 to the approximate AUS$2 Pre-IPO raising (USD$1.34) reported in your March 31st and August 30th filings. Tell us the dates and sales prices of the transactions in which your Director, Mr. Olyniec, disposed of the stock he received from the June 13, 2021 acquisitions (pages 95-96) and whether any of the stock was sold for cash or other monetary assets. Include any shares received by Gladwyn Ventures since it appears that he was its sole Director per Exhibits 10.15 and 10.16. Discuss whether either Nutrigel or Sport Supplements issued any ownership interests for cash in the six months prior to the acquisitions. Tell us whether you considered these types of observable evidence in estimating the fair value of the acquired intangible assets since presumably such transactions were more proximate than the 2020 private placements. Compliance with IFRS 13.61-90 should be clearly evident. We may have further comment.

Response: The Company
respectfully acknowledges the Staff’s comments and for ease of reference, the Staff’s comments are copied separately below.

a) The
AUD$24 million of trade secrets acquired in the June 13, 2021 intangible asset acquisitions comprise over 94% of your total assets. IAS
38.45-47 provides guidance concerning the requirement that the asset’s fair value be reliably measurable to qualify for recognition in
your financial statements.

Response: The Company
respectfully advises the Staff that IAS 38.45-47 has been the consistent basis of preparation and assessment
to determine the asset’s fair value and recognition in the Company’s financial statements.

    2

b) It
appears that you may have measured fair value solely by applying an unexplained 23% discount to private placement transactions from February
and August of 2020. Your response states that this method was recommended by the same entity that you describe on page 33 as being involved
in your material internal control weakness and as having limited IFRS experience.

Response: The Company respectfully advises the Staff that the Company had engaged
the accounting firm of Lowe Lippmann during the relevant time of the June 13, 2021 acquisitions (the “Transactions”).
The Company also acknowledges that the Company’s auditor had identified material weaknesses in the Company’s financial reporting
due to Lowe Lipmann’s limited experiences with IFRS standards. However, with regards to Lowe Lippman’s ability to assist with
acquisition metrics, the Company believes Lowe Lippman is suitable and experienced in advising on such matters given their extensive history
in assisting companies with acquisitions and their familiarity with the market and the application of discounts. As such, the Company
evaluates that their weaknesses were in financial statement preparation and documentation with IFRS standards, not in acquisition methodology.

c) Please
provide the objective basis for the 23% discount.

Response: The Company
respectfully advises the Staff that the Company completed an open, transparent and competitive sale process for the acquisitions. We
were the successful bidder and completed the transactions on a scrip for scrip basis. We believed that the value represented fair market
value. Our internal modelling reflected the value we expected from the acquisitions (e.g. including synergies to us from acquiring ownership).
Therefore, the discount refers to the difference between the transaction price and the internal synergistic value. We have further engaged
Leadenhall Valuation Services Pty Ltd (“Leadenhall”), an independent corporate advisory firm specializing in business
valuation who supported the analysis and have concluded that there is no impairment to our intangible assets.

d) Please
identify the specific facts and circumstances that can reasonably explain why the fair value of your stock would have decreased from AUS$5.10
on June 13, 2021 to the approximate AUS$2 Pre-IPO raising (USD$1.34) reported in your March 31st and August 30th filings.

Response: The Company
respectfully acknowledges the Staff’s comment and advises the Staff that between March 31, 2022 and August 30, 2022, the Company
does not consider the discounted Pre-IPO Raise price of USD$1.34 per Ordinary Shares as an indication of fair value of our stock price.

The Company does note the
Pre-IPO Raise was offered at a substantial discount to potential investors which was done to assist the Company to achieve its fundraising
needs quickly. The Company also considered these additional factors.

 ● The deterioration of the global economic environment (e.g.
Nasdaq Composite Index has fallen nearly 30% this year);

 ● Waning investors’ appetite in the capital markets at that time due to uncertainty in the markets;

 ● Increased timelines for the Company remaining private, with the Company unable to meet the previous June 2022 milestone for a public
listing;

 ● The Company’s immediate need for external working capital to continue to achieve its short-term objectives; and

 ● Advice from the company’s underwriter engaged to assist with the Pre-IPO fundraise on what price would be palatable to potential
investors on short notice

    3

The short-term fundraising
enabled the Company to prepare for a public listing, pharmaceutical pipeline formulation and conversion, sample preparation & testing,
establishment of the Company’s own research lab and sample production plant, and investment in intellectual property development
& protection. These investments have been supported by the Company’s investors and allowed the Company to set the foundations
for growth.

In addition, to further support
the statement that the Pre-IPO Raise is not reflective of fair value, for the year ended June 30, 2022, the Company performed:

 ● Impairment testing in accordance with IAS36 which concluded that the recoverable amount, in relation to
the Company, exceeded its carrying value of assets as at June 30, 2022. Therefore, no adjustment to the Company’s carrying value,
or impairment, was required. In support, the Company advises the Staff to refer to Note 20 within the Amendment, commencing on page F-26,
detailing the methodology, value in use and key assumptions, impairment conclusion and sensitivity.

 ● A full valuation analysis and report by Leadenhall, an independent expert valuer. The primary valuation
methodology used was a discounted cash flow (“DCF”) analysis using the same data used for the impairment testing. This
was cross-checked using a capitalization of earnings analysis and a comparison to the expected IPO price of Gelteq. Leadenhall assessed:

 o The Company’s fair market value on September 30, 2022 at the low end to be USD 50.4 million, mid-point
to be USD 50.4 million and high point to be USD $59.5 million.

 o Assessed value of the Company is consistent with the expected IPO price of the Company (being a price
per share of $5.00). Applying a control premium in the generally accepted range of 20% to 40% would imply a control value per share of
US$6.00 to US$7.00. The value of an Ordinary Shares (on a control basis) implied by Leadenhall’s DCF analysis to be US$6.79 to US$8.04.
Although the IPO price is at the lower end of Leadenhall’s range, they do not consider this as unreasonable as IPO shares are generally
offered at a discount. As such, Leadenhall considers this provides broad support for their DCF valuation.

    4

e) Tell
us the dates and sales prices of the transactions in which your Director, Mr. Olyniec, disposed of the stock he received from the June
13, 2021 acquisitions (pages 95-96) and whether any of the stock was sold for cash or other monetary assets.

Response: The
Company respectfully acknowledges the Staff’s comment and advises the Staff that Mr. Olyniec was a director and a shareholder of
each of Paramount Global Limited (“Paramount Global”) and Paramount Global SS Limited (“Paramount Global SS”).
In December 2021, to avoid the comingling of the shareholders’ Ordinary Shares in both Paramount Global and Paramount Global SS’
company accounts, the shareholders of both companies unanimously agreed for both companies to sell their Ordinary Shares to each individual
shareholders’ name. As such, Paramount Global and Paramount SS disposed the Ordinary Shares at a valuation of AUD$5.34 per share
on a post share split basis. Accordingly, Mr. Olyniec did not dispose of the Ordinary Shares, but rather he essentially transferred the
Ordinary Shares from Paramount Global and Paramount Global SS’ account into his own personal name.

The Company further advises
the Staff that although Mr. Olyniec was a director of Asiana Trading Corporation (“Asiana”), he never held shares of
Asiana. Further, Mr. Olyniec had resigned from the board of Asiana in December 2021. Mr. Olyniec did not, at the relevant time or subsequently,
receive any proceeds personally from disposing the Ordinary Shares in connection with the Transactions.

f) Include
any shares received by Gladwin Ventures since it appears that he was its sole Director per Exhibits 10.15 and 10.16.

Response: The Company
respectfully acknowledges the Staff’s comment and advises the Staff that Gladwin Ventures Pty Ltd (“Gladwin”)
received 28 Ordinary Shares of the Company from the Transaction. Mr. Olyniec is not a director of such entity and he has no or never had
any affiliation with Gladwin.

g) Discuss
whether either Nutrigel or Sport Supplements issued any ownership interests for cash in the six months prior to the acquisitions.
Tell us whether you considered these types of observable evidence in estimating the fair value of the acquired intangible assets
since presumably such transactions were more proximate than the 2020 private placements. Compliance with IFRS 13.61-90 should be
clearly evident. We may have further comment.

Response: The Company
respectfully acknowledges the Staff’s comment and advises the Staff that Sport Supplements Pty Ltd had issued the equivalent of
approximately six percent of its total and outstanding ordinary shares at the time in consideration for US$234,975 prior to the Transactions.
Such transaction was valued at US$3,113 per share, which is equivalent to US$2.95 per share, on a post share split, of the Company’s
Ordinary Shares. The Company also advises the Staff that two months prior to the Transactions, there was also a separate transaction which
equated to approximately 11% of the total issued and outstanding shares of Sports Supplement. The aforementioned transaction was valued
at US $4,317 a share, which is equivalent to US$4.11 per share, on a post share split basis, of the Company’s Ordinary Shares.

The Company advises the Staff that IAS 13 61-90 has been the consistent
basis of preparation and accounting policy adopted by the Company.

    5

    5.
    It remains unclear whether the June 13, 2021 transactions may have been between entities under common control. In this regard, it appears that Mr. Olyniec controlled Nutrigel and may have also controlled Sport Supplements depending on the shares he may have received through Gladwin Ventures. Please quantify for us Mr. Olyniec’s ownership interest in these entities and tell us what percentage ownership interest he directly and indirectly held in the Registrant upon consummation of the June 13, 2021 transactions. If the transactions were between entities under common control, then please clarify that fact in the filing.

Response: The Company
respectfully acknowledges the Staff’s comment and advises the Staff that the Transactions did not involve entities under common
control. Mr. Olyniec never held shares in nor was a director of Gladwin. Further, Rosalyn Gladwin is the sole director of Gladwin and
she has no relationship to Mr. Olyniec.

The Company further advises
the Staff that prior to the Transactions, Mr. Olyniec held 99 shares of Sport Supplements Pty Ltd, which is equivalent to 3.61% of Sport
Supplement Pty Ltd’s total issued and ou