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 July 25, 2025

Patrick NJ Schnegelsberg
Chief Executive Officer
Picard Medical, Inc.
1992 E Silverlake
Tucson AZ, 85713

 Re: Picard Medical, Inc.
 Amendment No. 5 to Registration Statement on Form S-1
 Filed July 18, 2025
 File No. 333-286295
Dear Patrick NJ Schnegelsberg:

 We have reviewed your amended registration statement and have the
following
comments.

 Please respond to this letter by amending your registration statement
and providing
the requested information. If you do not believe a comment applies 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 this letter, we may have additional comments. Unless
we note
otherwise, any references to prior comments are to comments in our May 19, 2025
letter.

Amendment No. 5 to Registration Statement on Form S-1 filed July 18, 2025
Cover Page

1. We note your revised disclosure on page 51 that Dr. Richard Fang, one of
Hunniwell's
 three managers, will serve as director of Picard following the
completion of the initial
 public offering. You also disclose that Hunniwell will control a
majority of the voting
 power of the company's outstanding common stock after the offering, and
disclose on
 page 112 that Hunniwell will own 54.8% of your common stock immediately
after the
 offering. Please revise your cover page to disclose, as you do on page
51, that Dr.
 Richard Fang will effectively be able to determine the outcome of all
matters
 requiring shareholder approval. Please also quantify Hunniwell's
ownership interest in
 your company after the offering.
 July 25, 2025
Page 2
Prospectus Summary
The Offering, page 20

2. We note your revised disclosure on page 21 that the number of shares of
common
 stock outstanding immediately following this offering excludes shares of
common
 stock issued to "the U.S. Unicorn Foundation, Inc. ('Unicorn
Foundation') for services
 and that will vest and expense contemporaneously with the closing of
this offering,
 with a fair value of 0.80 per share and shares of common stock, the
equivalent of 3%
 of the Company equity, to be issued should Unicorn Foundation complete a
 following-on financing within 12 months of the closing of this offer."
We also note
 your disclosure in the footnotes to the financial statements describing
your agreement
 with U.S. Unicorn. Please revise your summary to discuss the material
terms of your
 advisory agreement with the U.S. Unicorn Foundation, and revise your
risk factors to
 discuss any risks related to this agreement, including any potential
dilution to
 shareholders based on the terms of the agreement.
Use of Proceeds, page 55

3. We note your revised disclosure that you intend to use up to $4.05
million of the
 proceeds from this offering to fund research and development activities
of your fully
 implantable system, general operational expenses, working capital, and
other general
 corporate purposes. Please clarify the portion of the funds you intend
to use for
 research and development, general operational expenses, working capital
and general
 corporate purposes, respectively. Please also tell us why you are
reserving up to $6.0
 million to satisfy your Senior Secured Notes when you also disclose that
the Senior
 Secured Notes have a total principal plus interest amount of
approximately $5.4
 million. As a related matter, please revise your disclosure to describe
all of the
 working capital loans for which you are reserving $2.0 million in net
proceeds, given
 that the working capital related party loans discussed on page 55 do not
total $2.0
 million.
Principal Stockholders, page 112

4. Please revise to disclose the natural person(s) with voting and
dispositive control of
 Sindex SSI Financing, LLC.
Exclusive Forum Selection, page 116

5. We note your disclosure here that your Charter will contain a forum
selection
 provision but that "such forum selection provisions will not apply to
suits brought to
 enforce any liability or duty created by the Securities Act or the
Exchange Act or any
 other claim for which the federal courts of the United States have
exclusive
 jurisdiction," and that "[t]he Charter also provides that, unless we
consent in writing to
 the selection of an alternative forum, the federal district courts of
the United States of
 America will be the exclusive forum for the resolution of any complaint
asserting a
 cause of action arising under the Securities Act." It appears that both
Article Eleven of
 your Form of Proposed Second Amended and Restated Certificate of
Incorporation
 and Section 56 of your Form of Proposed Amended and Restated Bylaws
include
 separate forum selection provisions, but they do not appear to include
the Exchange
 Act and Securities Act provisions noted in this section of the
prospectus. Please
 July 25, 2025
Page 3

 reconcile your prospectus disclosure with the applicable forum selection
provision in
 your governance documents. Additionally, please clarify if both your
Charter and
 Bylaws will contain forum selection provisions and how the dual
provisions would
 work in the event of any discrepancy between them.
 Please contact Jeanne Baker at 202-551-3691 or Li Xiao at 202-551-4391
if you have
questions regarding comments on the financial statements and related matters.
Please contact
Conlon Danberg at 202-551-4466 or Katherine Bagley at 202-551-2545 with any
other
questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Industrial
Applications and
 Services
cc: Michael J. Blankenship, Esq.
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