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April 13, 2023
Riad Sherif, M.D.
Chief Executive Officer
Oculis Holding AG
Bahnhofstrasse 7
CH - 6300
Zug, Switzerland
Re:Oculis Holding AG
Registration Statement on Form F-1
Filed April 3, 2023
File No. 333-271063
Dear Riad Sherif:
            We have limited our review of your registration statement to those issues we have
addressed in our 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.
Registration Statement on Form F-1
Cover Page
1.For each of the shares being registered for resale, disclose the price that the selling
securityholders paid for such shares. For example only, please disclose the price the
Sponsor paid for its Founder Shares.

 FirstName LastNameRiad Sherif, M.D.
 Comapany NameOculis Holding AG
 April 13, 2023 Page 2
 FirstName LastName
Riad Sherif, M.D.
Oculis Holding AG
April 13, 2023
Page 2
Risk Factors
Risks Related to Ownership of our Ordinary Shares and Warrants and our Status as a Public
Company
Sales of Ordinary Shares, or the perception of such sales, by us or the Selling Securityholders...,
page 95
2.We note your risk factor on page 95 highlighting the negative pressure potential sales of
shares pursuant to this registration statement could have on the public trading price of the
ordinary shares. To illustrate this risk, please disclose the purchase price of the securities
being registered for resale. Also disclose that even though the current trading price is
below the SPAC IPO price, certain investors may have an incentive to sell because they
will still profit on sales because of the lower price that they purchased their shares than the
public investors.
Management’s Discussion and Analysis of Financial Condition and Results of Operations, page
164
3.We note your disclosure elsewhere that your warrants are out-of-the money and that you
do not expect to receive cash proceeds from the exercise of warrants until this is no longer
true. Please provide similar disclosure in your MD&A section.
General
4.We note that the Sponsor paid $25,000 for its Founder Shares. Please disclose that while
the Sponsor may experience a positive rate of return based on the current trading price, the
public securityholders may not experience a similar rate of return on the securities they
purchased due to the differences in the purchase prices and the current trading price.
Please also disclose the potential profit the selling securityholders will earn based on the
current trading price. Lastly, please include appropriate risk factor disclosure.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            You may contact Doris Stacey Gama at 202-551-3188 or Jason Drory at 202-551-
8342 with any other questions.
Sincerely,

 FirstName LastNameRiad Sherif, M.D.
 Comapany NameOculis Holding AG
 April 13, 2023 Page 3
 FirstName LastName
Riad Sherif, M.D.
Oculis Holding AG
April 13, 2023
Page 3
Division of Corporation Finance
Office of Life Sciences
cc:       Katie Kazem, Esq.