SecProbe.io

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<TEXT>
 July 14, 2025

Yoav Efron
Chief Financial Officer
Actelis Networks, Inc.
4039 Clipper Court
Fremont, CA 94538

 Re: Actelis Networks, Inc.
 Registration Statement on Form S-1
 Filed July 9, 2025
 File No. 333-288590
Dear Yoav Efron:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
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.

 Please contact Kristin Baldwin at 202-551-7172 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of
Manufacturing
</TEXT>
</DOCUMENT>

CORRESP
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 Actelis Networks, Inc.

 47800 Westinghouse Drive

 Fremont, CA 94539

 July 14, 2025

 Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549

 Re:
 Actelis Networks, Inc.

 Registration Statement on Form S-1

 Filed July 9, 2025

 File No. 333-288590

 VIA EDGAR

 Ladies and Gentlemen:

 Pursuant to Rule 461 under
the Securities Act of 1933, as amended, Actelis Networks, Inc. (the " Company ") hereby respectfully requests that the
effectiveness of the Registration Statement on Form S-1 (File No. 333-288590) of the Company (the " Registration Statement ")
be accelerated so that the Company's Registration Statement will become effective at 4:00 p.m., Eastern Time, on July 15, 2025 or
as soon thereafter as may be practicable.

 The undersigned respectfully
requests that it be notified of the effectiveness of the Registration Statement by telephone call to our counsel, Greenberg Traurig, LLP,
by calling Eyal Peled at (646) 266-4658. The Company hereby authorizes Mr. Peled to orally modify or withdraw this request for acceleration.

 Very truly yours,

 ACTELIS NETWORKS, INC.

 By:
 /s/ Tuvia Barlev

 Name:
 Tuvia Barlev

 Title:
 Chief Executive Officer

 cc: Eyal Peled (Greenberg Traurig, LLP)

September 24, 2024
Yoav Efron
Chief Financial Officer
ACTELIS NETWORKS INC
4039 Clipper Court
Fremont, California 94538
Re:ACTELIS NETWORKS INC
Registration Statement on Form S-3
Filed on September 18, 2024
File No. 333-282199
Dear Yoav Efron:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. 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.
            Please contact Sarah Sidwell at 202-551-4733 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:Eyal Peled

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Actelis Networks,
Inc.

4039 Clipper Court

Fremont, California 94538

September 23, 2024

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, DC 20549

    RE:
    Actelis Networks Inc. (CIK 0001141284)

    Registration Statement No. 333-282199 on Form S-3 (the “Registration Statement”)

Ladies and Gentlemen:

Actelis Networks Inc. (the “Registrant”)
hereby requests acceleration of the effectiveness of the above-referenced Registration Statement pursuant to Rule 461 under the Securities
Act of 1933, as amended (the “Securities Act”), so that it may become effective on September 25, 2024 at 4:30 p.m.,
Eastern Time, or as soon thereafter as is practicable.

The undersigned respectfully requests
that it be notified of the effectiveness of the Registration Statement by telephone call to our counsel, Greenberg Traurig, LLP, by calling
Eyal Peled at (212) 801-9210. The Company hereby authorizes Mr. Peled to orally modify or withdraw this request for acceleration.

    Very truly yours,

    ACTELIS NETWORKS, INC.

    By:
    /s/ Tuvia Barlev

    Tuvia Barlev

Chief Executive Officer

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Actelis
Networks, Inc.

47800
Westinghouse Drive

Fremont,
CA 94539

August 6, 2024

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

    Re:
    Actelis Networks, Inc.

    Registration Statement on Form S-1

    Filed July 29, 2024

    File No. 333-281079

VIA EDGAR

Ladies and Gentlemen:

Pursuant to Rule 461 under the
Securities Act of 1933, as amended, Actelis Networks, Inc. (the “Company”) hereby respectfully requests that the effectiveness
of the Registration Statement on Form S-1 (File No. 333-281079) of the Company (the “Registration Statement”) be accelerated
so that the Company’s Registration Statement will become effective at 4:00 p.m., Eastern Time, on August 7, 2024 or as soon thereafter
as may be practicable.

The undersigned respectfully requests
that it be notified of the effectiveness of the Registration Statement by telephone call to our counsel, Greenberg Traurig, LLP, by calling
Eyal Peled at (646) 266-4658. The Company hereby authorizes Mr. Peled to orally modify or withdraw this request for acceleration.

    Very truly yours,

    ACTELIS
NETWORKS, INC.

    By:
    /s/ Tuvia Barlev

    Name:

        Title:

    Tuvia Barlev
Chief Executive Officer

cc:  Eyal Peled (Greenberg Traurig, LLP)

August 5, 2024
Tuvia Barlev
Chief Executive Officer
ACTELIS NETWORKS INC
4039 Clipper Court
Fremont, CA 94538
Re:ACTELIS NETWORKS INC
Registration Statement on Form S-1
Filed July 29, 2024
File No. 333-281079
Dear Tuvia Barlev:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. 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.
            Please contact Eranga Dias at 202-551-8107 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

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Actelis Networks, Inc.

47800 Westinghouse Drive

Fremont, CA 94539

June 26, 2024

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Re:Actelis Networks, Inc.

Registration Statement on Form S-1

Filed June 24, 2024

File No. 333-280434

VIA EDGAR

Ladies and Gentlemen:

Pursuant to Rule 461 under the
Securities Act of 1933, as amended, Actelis Networks, Inc. (the “Company”) hereby respectfully requests that the effectiveness
of the Registration Statement on Form S-1 (File No. 333-280434) of the Company (the “Registration Statement”) be accelerated
so that the Company’s Registration Statement will become effective at 8:30 a.m., Eastern Time, on June 27, 2024 or as soon thereafter
as may be practicable.

The undersigned respectfully
requests that it be notified of the effectiveness of the Registration Statement by telephone call to our counsel, Greenberg Traurig, LLP,
by calling Eyal Peled at (646) 266-4658. The Company hereby authorizes Mr. Peled to orally modify or withdraw this request for acceleration.

    Very truly yours,

    ACTELIS NETWORKS, INC.

    By:
    /s/ Tuvia Barlev

    Name:
    Tuvia Barlev

    Title:
    Chief Executive Officer

cc: Eyal Peled (Greenberg Traurig, LLP)

United States securities and exchange commission logo
June 26, 2024
Tuvia Barlev
Chief Executive Officer
ACTELIS NETWORKS INC
4039 Clipper Court
Fremont, CA 94538
Re:ACTELIS NETWORKS INC
Registration Statement on Form S-1
Filed June 24, 2024
File No. 333-280434
Dear Tuvia Barlev:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. 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.
            Please contact Eranga Dias at 202-551-8107 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

CORRESP
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Actelis Networks, Inc.

47800 Westinghouse Drive

Fremont, CA 94539

April 1, 2024

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

    Re:

    Actelis Networks, Inc.

    Registration Statement on Form S-1

    Filed March 26, 2024

    File No. 333-276425

VIA EDGAR

Ladies and Gentlemen:

Pursuant to Rule 461 under
the Securities Act of 1933, as amended, Actelis Networks, Inc. (the “Company”) hereby respectfully requests that the
effectiveness of the Registration Statement on Form S-1 (File No. 333-276425) of the Company (the “Registration Statement”)
be accelerated so that the Company’s Registration Statement will become effective at 9:00 a.m., Eastern Time, on April 2, 2024 or
as soon thereafter as may be practicable.

The undersigned respectfully
requests that it be notified of the effectiveness of the Registration Statement by telephone call to our counsel, Greenberg Traurig, LLP,
by calling Eyal Peled at (646) 266-4658. The Company hereby authorizes Mr. Peled to orally modify or withdraw this request for acceleration.

    Very truly yours,

    ACTELIS NETWORKS, INC.

    By:
     /s/Tuvia Barlev

    Name:
    Tuvia Barlev

    Title:
    Chief Executive Officer

cc: Eyal Peled (Greenberg Traurig, LLP)

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Actelis Networks, Inc.

4039 Clipper Court

Fremont, California 94538

February 22, 2024

VIA EDGAR

U.S. Securities & Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

    Re:
    Actelis Networks, Inc.

    Registration Statement on Form S-1/A

    File No. 333-276425

Withdrawal of Acceleration Request - Registration Statement
on Form F-1/A (File No. 333-276425)

Dear Sir or Madam:

Reference is made to our letter,
filed as correspondence via EDGAR on February 20, 2024 in which we requested the effective date of the above-captioned Registration Statement
(File No. 333-276425) on Form S-1/A be accelerated so that it would be declared effective at 4:00 p.m., Eastern Time, on February 22,
2024, or as soon as thereafter practicable.

The purpose of this letter is
to memorialize our conversion with the Securities and Exchange Commission on February 22, 2024 prior to 4:00 p.m., Eastern Time in which
we advised that we are not seeking effectiveness of the above-captioned Registration Statement on Form S-1/A at the above requested time
and that we intend to resubmit our request for acceleration of effectiveness at a later date.

We hereby formally withdraw our
request for acceleration of the effective date at 4:00 p.m., Eastern Time, on February 22, 2024.

* * * *

Very Truly Yours,

    Actelis Networks, Inc.

    /s/ Yoav Efron

    Yoav Efron

    Chief Financial Officer

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Actelis Networks, Inc.

4039 Clipper Court

Fremont, California 94538

February 20, 2024

VIA EDGAR

U.S. Securities & Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

    Re:
    Actelis Networks, Inc.

    Registration Statement on Form S-1

    File No. 333-276425

Ladies and Gentlemen:

In accordance with Rule 461 of the Securities Act of
1933, as amended, Actelis Networks, Inc. hereby respectfully requests that the effective date of the above-captioned Registration Statement
be accelerated so that it will be declared effective at 4:00 p.m. Eastern Time on Thursday, February 22, 2024, or as soon thereafter as
possible.

* * * *

Very Truly Yours,

    Actelis Networks, Inc.

    /s/ Yoav Efron

    Yoav Efron

    Chief Financial Officer

United States securities and exchange commission logo
January 18, 2024
Tuvia Barlev
Chief Executive Officer
ACTELIS NETWORKS INC
4039 Clipper Court
Fremont, California 94538
Re:ACTELIS NETWORKS INC
Registration Statement on Form S-1
Filed January 8, 2024
File No. 333-276425
Dear Tuvia Barlev:
            We have conducted a limited review of your 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.
Registration Statement on Form S-1 filed January 8, 2024
General
1.Please update your executive compensation for the fiscal year ended December 31, 2023.
2.We note that you incorporate information by reference into your registration statement.
However, since you have not filed your Form 10-K for the fiscal year ended December 31,
2023, you are not eligible to incorporate by reference.  See General Instruction VII.C of
Form S-1.  Please amend the registration statement to include all of the disclosure required
by Form S-1, or in the alternative, file your Form 10-K for the fiscal year ended December
31, 2023, and update this section accordingly.

 FirstName LastNameTuvia Barlev
 Comapany NameACTELIS NETWORKS INC
 January 18, 2024 Page 2
 FirstName LastName
Tuvia Barlev
ACTELIS NETWORKS INC
January 18, 2024
Page 2
            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.
            Please contact Erin Donahue at 202-551-6063 or Jay Ingram at 202-551-3397 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

CORRESP
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Actelis Networks, Inc.

4039 Clipper Court

Fremont, California 94538

June 21, 2023

VIA EDGAR

U.S. Securities & Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

    Re:
    Actelis Networks, Inc.

    Registration Statement on Form S-3

    File No. 333-272179

Ladies and Gentlemen:

In accordance with Rule 461 of the Securities Act of
1933, as amended, Actelis Networks, Inc. hereby respectfully requests that the effective date of the above-captioned Registration Statement
be accelerated so that it will be declared effective at 4:00 p.m. Eastern Time on Friday, June 23, 2023, or as soon thereafter as possible.

* * * *

Very Truly Yours,

    Actelis Networks, Inc.

    /s/ Tuvia Barlev

    Tuvia Barlev

    Chief Executive Officer

United States securities and exchange commission logo
June 1, 2023
Tuvia Barlev
Chief Executive Officer
Actelis Network, Inc.
4039 Clipper Court
Fremont, CA 94538
Re:Actelis Network, Inc.
Registration Statement on Form S-3
Filed May 24, 2023
File No. 333-272179
Dear Tuvia Barlev:
            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 S-3 filed May 24, 2023
General
1.Please note that Instruction I.A.3 of Form S-3 requires, among other things, that you have
been subject to the requirements of Section 12 or 15(d) of the Exchange Act for a period
of at least twelve calendar months immediately preceding the filing of this registration
statement.  Your registration statement for your initial public offering went effective on
May 12, 2022.  Accordingly, assuming you continue to timely file your required
Exchange Act reports, prior to requesting effectiveness of this registration statement,
please amend your Form S-3 on or after June 1, 2023.  See Rule 401(c) of Regulation C
and Securities Act Forms C&DI Question 115.06.

 FirstName LastNameTuvia Barlev
 Comapany NameActelis Network, Inc.
 June 1, 2023 Page 2
 FirstName LastName
Tuvia Barlev
Actelis Network, Inc.
June 1, 2023
Page 2
            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.
            Please contact Patrick Fullem at (202) 551-8337 or Erin Purnell at (202) 551-3454 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       Max Lindenfeld, Esq.

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Actelis Networks, Inc.

47800 Westinghouse Drive

Fremont, CA 94539

May 11, 2022

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

    Re:
    Actelis Networks, Inc.

Registration Statement on Form S-1

File No. 333-264321

VIA EDGAR

Ladies and Gentlemen:

Pursuant to Rule 461 under
the Securities Act of 1933, as amended, Actelis Networks, Inc. (the “Registrant”) hereby respectfully requests that
the effectiveness of the Registration Statement on Form S-1 (File No. 333-264321) of the Registrant (the “Registration Statement”)
be accelerated so that it will be declared effective at 4:30 p.m., Eastern Time, on May 12, 2022 or as soon thereafter as may be practicable.

The undersigned respectfully
requests that it be notified of the effectiveness of the Registration Statement by telephone call to our counsel, McDermott Will &
Emery LLP, by calling Eyal Peled at (212) 547-5477. The Company hereby authorizes Mr. Peled to orally modify or withdraw this request
for acceleration.

    Very truly yours,

    Actelis Networks, Inc.

    By:
    /s/ Tuvia Barlev

    Name:
    Tuvia Barlev

    Title:
    Chief Executive Officer and Secretary

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Boustead Securities, LLC 6 Venture,
Suite 395

Irvine, CA 92618

May 11, 2022

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance Office of Technology

100 F Street, N.E.

Washington, D.C. 20549

 Re: Actelis Networks, Inc. (the
                                            “Company”)

    Registration Statement on Form S-1

    File No. 333-264321 (the “Registration Statement”)

Ladies and Gentlemen:

In
accordance with Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended, (the “Act”),
we hereby join the Company’s request for acceleration of the above- referenced Registration Statement, requesting effectiveness
for 4:30 p.m., Eastern Time on May 12, 2022, or as soon thereafter as practicable.

Pursuant to Rule
460 under the Act, we wish to advise you that the underwriters have distributed as many copies of the Preliminary Prospectus dated May
10, 2022 to underwriters, dealers, institutions and others as appears to be reasonable to secure adequate distribution of the Preliminary
Prospectus.

The undersigned,
as the representative of the several underwriters, represents that the several underwriters have and will comply with the requirements
of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

Please contact
Louis A. Bevilacqua of Bevilacqua PLLC, counsel of the representative of the underwriters, at 202-869-0888 (ext. 100) to provide notice
of effectiveness, or if you have any questions or concerns regarding the foregoing. We appreciate your assistance in this matter.

[Signature page follows]

    Very truly yours,

    As representative of the underwriters

    Boustead Securities, LLC

    By:
    /s/ Keith Moore

    Name:
    Keith Moore

    Title:
    Chief Executive Officer

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    mwe.com

    Eyal Peled

    Attorney at Law

    epeled@mwe.com

    +1 212 547 5477

May 10, 2022

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Technology

100 F Street, N.E.

Washington, D.C. 20549

    Attention:
    Mindy Hooker

    Martin James

    Bradley Ecker

    Jay Ingram

    Re:
    Actelis Networks, Inc.

    Amendment No. 3 to Registration Statement on Form
    S-1

    Submitted May 5, 2022

    No. 333-264321

Dear Mr. Ecker:

On behalf of Actelis Networks,
Inc. (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 May 10, 2022, relating
to the above referenced Amendment No. 3 to the Registration Statement on Form S-1 (No. 333-264321) submitted by the Company on May 10,
2022.

Concurrent with the submission
of this letter, the Company is filing via EDGAR the Company’s Amendment No. 4 to the Registration Statement on Form S-1 (the “Registration
Statement”), 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 the Registration Statement.

Amendment No. 2 to Form S-1

General

    1.

    We note that you removed disclosure from the previous amendment that disclosed that “[t]he
federal district courts of the United States of America shall be the exclusive forum for the resolution of any complaint, claim or proceeding
asserting a cause of action arising under the Exchange Act or the Securities Act.” This language was the basis for comment 2 of
our letter dated May 9, 2022 where we requested a revision to Article XIII of Exhibit 3.5 to correspond to the disclosure contained in
the prospectus. It is not clear why you removed this disclosure and elected not to revise Article XIII of Exhibit 3.5 consistent with
our comment. As a result, and because of the swapping of disclosure, we cannot reliably assess the scope of the exclusive forum provision.
Either restore the cited prospectus disclosure from Amendment 2 and make corresponding revisions to Article XIII or advise us as to the
precise contours of your exclusive forum provision and explain clearly whether your exclusive forum provision does or does not apply
to claims arising under the federal securities laws.

Response: In response to the
Staff’s comment, the Company respectfully notes that it restored the cited prospectus disclosure from Amendment No. 2 on Pages
32, 86 and 87 of the Registration Statement, and also made corresponding revisions to Article XIII of Exhibit 3.5.

    Sincerely,

    /s/ Eyal Peled

    Eyal Peled

    cc:
    Tuvia Barlev, Chief Executive Officer

United States securities and exchange commission logo
May 10, 2022
Tuvia Barlev
Chief Executive Officer
Actelis Networks, Inc.
47800 Westinghouse Drive
Fremont, CA 94539
Re:Actelis Networks, Inc.
Amendment No. 3 to Registration Statement on Form S-1
Filed May 10, 2022
File No. 333-264321
Dear Mr. Barlev:
            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 May 9, 2022 letter.
Amendment No. 3 to Registration Statement on Form S-1
General
1.We note that you removed disclosure from the previous amendment that disclosed that
"[t]he federal district courts of the United States of America shall be the exclusive forum
for the resolution of any complaint, claim or proceeding asserting a cause of action arising
under the Exchange Act or the Securities Act."  This language was the basis for comment
2 of our letter dated May 9, 2022 where we requested a revision to Article XIII of Exhibit
3.5 to correspond to the disclosure contained in the prospectus.  It is not clear why you
removed this disclosure and elected not to revise Article XIII of Exhibit 3.5 consistent
with our comment.  As a result, and because of the swapping of disclosure, we cannot
reliably assess the scope of the exclusive forum provision.  Either restore the cited

 FirstName LastNameTuvia Barlev
 Comapany NameActelis Networks, Inc.
 May 10, 2022 Page 2
 FirstName LastName
Tuvia Barlev
Actelis Networks, Inc.
May 10, 2022
Page 2
prospectus disclosure from Amendment 2 and make corresponding revisions to Article
XIII or advise us as to the precise contours of your exclusive forum provision and explain
clearly whether your exclusive forum provision does or does not apply to claims arising
under the federal securities laws.
            You may contact Mindy Hooker at 202-551-3732 or Martin James at 202-551-3671 if
you have questions regarding comments on the financial statements and related matters. Please
contact Bradley Ecker at 202-551-4985 or Jay Ingram at 202-551-3397 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       Eyal Peled

United States securities and exchange commission logo
May 9, 2022
Tuvia Barlev
Chief Executive Officer
Actelis Networks, Inc.
47800 Westinghouse Drive
Fremont, CA 94539
Re:Actelis Networks, Inc.
Amendment No. 2 to Registration Statement on Form S-1
Filed May 5, 2022
File No. 333-264321
Dear Mr. Barlev:
            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 May 4, 2022 letter.
Amendment No. 2 to Form S-1
General
1.In light of the fact that your authorized share capital consists of both voting and non-
voting common stock, please revise your prospectus cover and summary to clarify that
you are offering 3,000,000 shares of voting common stock. Consider adding an
explanatory note indicating whether the term "common stock" includes both classes as
used throughout the prospectus. Provide additional clarification where ambiguity exists,
such as with respect to the parenthetical information within the capitalization table.
2.We note that disclosure on pages 32 and 87 that states, "The federal district courts of the
United States of America shall be the exclusive forum for the resolution of any complaint,
claim or proceeding asserting a cause of action arising under the Exchange Act or the

 FirstName LastNameTuvia Barlev
 Comapany NameActelis Networks, Inc.
 May 9, 2022 Page 2
 FirstName LastName
Tuvia Barlev
Actelis Networks, Inc.
May 9, 2022
Page 2
Securities Act." Please revise Article XIII of Exhibit 3.5 to include this
provision. Additionally revise your exclusive forum disclosure on page 86 for consistency.
Description of Securities
Authorized Capital Stock, page 84
3.Please revise the first sentence to clearly state that your amended certificate of
incorporation authorizes you to issue up to an aggregate of 42,803,774 shares, consisting
of 30,000,000 shares of voting common stock, 2,803,744 shares of non-voting common
stock, and 10,000,000 shares of preferred stock.
Financial Statements
Note 19--Events Subsequent to Original Issuance of Financial Statements (unaudited), page F-32
4.Please modify Item 3 for consistency with your amended certificate of
incorporation. Clarify that your aggregate authorized share capital consists of 42,802,774
shares, and modify Item 3.a to refer to 30,000,000 shares of voting common
stock. Consider defining the term "common stock" as used throughout the financial
statements for clarity.
            You may contact Mindy Hooker at 202-551-3732 or Martin James at 202-551-3671 if
you have questions regarding comments on the financial statements and related matters. Please
contact Bradley Ecker at 202-551-4985 or Jay Ingram at 202-551-3397 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       Eyal Peled

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filename1.htm

    mwe.com

    Eyal Peled

    Attorney at Law

    epeled@mwe.com

    +1 212 547 5477

May 10, 2022

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Technology

100 F Street, N.E.

Washington, D.C. 20549

    Attention:
    Mindy Hooker

    Martin James

    Jennifer Angelini

    Jay Ingram

    Re:
    Actelis Networks, Inc.

    Amendment No. 2 to Registration Statement on Form S-1

    Submitted May 5, 2022

    No. 333-264321

Dear Mr. Ingram:

On behalf of Actelis Networks,
Inc. (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 May 10, 2022, relating
to the above referenced Amendment No. 2 to the Registration Statement on Form S-1 (No. 333-264321) submitted by the Company on May 5,
2022.

Concurrent with the submission
of this letter, the Company is filing via EDGAR the Company’s Amendment No. 3 to the Registration Statement on Form S-1 (the “Registration
Statement”), 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 the Registration Statement.

Amendment No. 2 to Form S-1

General

1. In
light of the fact that your authorized share capital consists of both voting and nonvoting common stock, please revise your prospectus
cover and summary to clarify that you are offering 3,000,000 shares of voting common stock. Consider adding an explanatory note indicating
whether the term "common stock" includes both classes as used throughout the prospectus. Provide additional clarification where
ambiguity exists, such as with respect to the parenthetical information within the capitalization table.

Response: In response to the
Staff’s comment, the Company added an explanatory note on page ii of the Registration Statement, and revised its disclosure on
the prospectus cover and on pages 9 and 38 of the Registration Statement.

2. We
note that disclosure on pages 32 and 87 that states, "The federal district courts of the United States of America shall be the exclusive
forum for the resolution of any complaint, claim or proceeding asserting a cause of action arising under the Exchange Act or the Securities
Act." Please revise Article XIII of Exhibit 3.5 to include this provision. Additionally revise your exclusive forum disclosure on
page 86 for consistency.

Response: In response to the Staff’s
comment, the Company revised its disclosure on pages 32 and 87 of the Registration Statement.

Description of Securities

Authorized Capital Stock, page 84

3. Please
revise the first sentence to clearly state that your amended certificate of incorporation authorizes you to issue up to an aggregate
of 42,803,774 shares, consisting of 30,000,000 shares of voting common stock, 2,803,744 shares of non-voting common stock, and 10,000,000
shares of preferred stock.

Response: In response to the Staff’s
comment, the Company revised its disclosure on page 84 of the Registration Statement.

Financial Statements

Note 19--Events Subsequent to Original Issuance of Financial Statements
(unaudited), page F-32

4. Please
modify Item 3 for consistency with your amended certificate of incorporation. Clarify that your aggregate authorized share capital consists
of 42,802,774 shares, and modify Item 3.a to refer to 30,000,000 shares of voting common stock. Consider defining the term "common
stock" as used throughout the financial statements for clarity.

Response: In response to the Staff’s comment, the Company
revised its disclosure on page F-33 of the Registration Statement.

    Sincerely,

    /s/ Eyal Peled

    Eyal Peled

    cc:
    Tuvia Barlev, Chief Executive Officer

CORRESP
1
filename1.htm

    mwe.com

    Eyal Peled

    Attorney at Law

    epeled@mwe.com

    +1 212 547 5477

May 5, 2022

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Technology

100 F Street, N.E.

Washington, D.C. 20549

    Attention:
    Mindy Hooker

    Martin James

    Jennifer Angelini

    Jay Ingram

    Re:
    Actelis Networks, Inc.

    Amendment No. 1 to Registration Statement on Form S-1

    Submitted May 2, 2022

    No. 333-264321

Dear Ms. Angelini:

On behalf of Actelis Networks,
Inc. (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 May 4, 2022, relating
to the above referenced Amendment No. 1 to the Registration Statement on Form S-1 (No. 333-264321) submitted by the Company on May 2,
2022.

Concurrent with the submission
of this letter, the Company is filing via EDGAR the Company’s Amendment No. 2 to the Registration Statement on Form S-1 (the “Registration
Statement”), 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 the Registration Statement.

Amendment No. 1 to Form S-1

General

    1.
    Please revise your filing, as applicable, to provide more specific disclosure related to the direct or indirect impact that Russia’s invasion of Ukraine and the international response have had or may have on your business. For additional guidance, please see the Division of Corporation Finance’s Sample Letter to Companies Regarding Disclosures Pertaining to Russia’s Invasion of Ukraine and Related Supply Chain Issues, issued by the Staff in May 2022.

Response: In response to the Staff’s
comment, the Company respectfully notes that it reviewed the Division of Corporation Finance’s Sample Letter to Companies Regarding Disclosures
Pertaining to Russia’s Invasion of Ukraine and Related Supply Chain Issues. Accordingly, the Company revised its disclosure on page
19 of the Registration Statement.

    2.
    Your footnotes to the fee table indicate that you are calculating your registration fee based on Rule 457(o). However, based on your disclosure that you anticipate that your offering will comprise 3,000,0000 shares that could offered at up to $6.00 per share, it does not appear you have calculated the registration fee based on the maximum aggregate offering price. Please advise.

Response: In response to the Staff’s
comment, the Company confirms that it is relying on Rule 457(o) with respect to calculating our registration fee. As discussed by our
counsel with the Staff, the 3,000,000 shares of Common Stock being offered was calculated using the midpoint of the price range on the
cover page of our prospectus. The Company does not intend to exceed the proposed maximum aggregate offering price as set forth in the
registration fee table. In the event that the Company decides to increase the maximum aggregate offering price, the Company will file
an appropriate amendment to its Form S-1 or a registration statement pursuant to Rule 462(b), if appropriate.

3. Please
address the following:

 ● Revise Item 15 of Part II to include the warrants
issued to the new lender, as described in Notes 7.b and 11 to the financial statements, and any other recent sales of securities required
to be disclosed by Item 701 of Regulation S-K. In this regard, we note the difference between the outstanding preferred stock as of December
31, 2021, and to be converted in connection with the offering (i.e., 7,731,043 vs. 9,031,291 shares), which appears to indicate the issuance
of preferred stock in the interim period. Further revise as necessary to ensure consistent disclosure throughout. For instance, and without
limitation, we note that (i) Item 15 discloses 890,126 outstanding options, while page 10 discloses 870,002 outstanding options, and (ii)
Item 15 states the common stock par value as $0.000001.

Response: The Company revised its disclosure
throughout the Registration Statement to clarify that the “New Lender” is Migdalor Business Investments Fund (“Migdalor”),
and that the “Israeli Bank” is Mizrahi-Tefahot Bank (“Mizrahi Bank”).

In response to the Staff’s comment, the
Company respectfully notes that the warrants issued to Mizrahi Bank are included in item 15.

In addition, the Company respectfully notes that
the difference between 7,731,043 vs. 9,031,291 is resulting from the conversion immediately prior to the closing of the offering of 1,300,248
shares of common stock issuable upon conversion of $1.5 million of the aggregate principal amount of the convertible loan agreement that
the Company entered into with its existing investors and certain employees (the “CLA”). Based on its terms, the CLA is convertible
into preferred stock, which in turn are being converted into common stock immediately prior to the closing of the offering. The Company
revised its disclosure on pages 10, 39, 41 and F-33 of the Registration Statement.

 ● Revise the MD&A subsection captioned “Convertible
Notes, Loans, and Warrant” to describe the new lender and Israeli bank loans and warrants, include a cross-reference to applicable
disclosure in your notes to the financial statements, or revise the caption to reflect a more limited scope.

Response: In response to the Staff’s
comment, the Company respectfully notes that it revised its disclosure on page 48 of the Registration Statement to include the loans and
warrants issued to Mizrahi Bank. The Company further revised its disclosure on pages 47 and 48 of the Registration Statement to include
cross-references to the applicable disclosure in the notes to the financial statements.

 ● We note a number of blanks throughout the
prospectus; please fill in missing information.

Response: In response to the Staff’s comment, the Company
respectfully notes that it filled out the missing blanks throughout the prospectus.

Prospectus Summary, page 1

    2

    4.
    We note the disclosure that, “[W]e experienced an average annual growth in our IoT business of more than 20% each year.” Please revise to clarify the basis upon which this growth is measured. We additionally note the disclosure that, “As of today, we estimate achieving over $24 million of IoT installed base.” Please revise to clarify this disclosure, including by specifying the timeframe, and to identify any material assumptions upon which this estimate relies.

Response: In response to the Staff’s comment, the Company
revised its disclosure on pages 1, 4, 42, 53 and 56 of the Registration Statement.

The Offering, page 9

    5.
    Please revise disclosure relating to the calculation of the number of outstanding shares on page 10 to describe the treatment (i.e., whether included or excluded) of all outstanding convertible securities. Quantify the number of shares that are issuable upon exercise or conversion of such securities, making necessary assumptions. Additionally clarify the disclosure relating to the CLA and other convertible notes; in this regard, we note apparent discrepancies between the lead-in text and final two bullet points on page 10, as well as with the disclosure on pages 47-48. Resolve the apparent inconsistency in the number of underwriter warrants stated here and on pages 9 and 197, making reference to exercise of the overallotment option as appropriate. Conform disclosure elsewhere, including without limitation the capitalization section (we note that subpoint iii gives pro forma effect to the conversion of warrants, while the only warrants identified on page 10 are excluded) and dilution section; consider deleting disclosure in these sections that is duplicative of page 10.

Response: In response to the Staff’s comment, the Company
revised its disclosure on pages 9, 10, 39, 41, 47, 48, 97 and F-33 of the Registration Statement.

Capitalization, page 38

6. Please address the following relating to your capitalization
table:

 · Revise the table captions to include the number
of pro forma and pro forma as adjusted authorized, issued and outstanding shares.

 · Expand the discussion following the table on page 39 to clearly explain
how you determined the 12,586,262 pro forma shares outstanding as of December 31, 2021. In this regard, we note that the transactions
disclosed currently do not add up to 12,586,262 shares. The comment also applies to the disclosures on page 10.

Response: In response to the Staff’s comment, the Company
revised its disclosure on pages 9, 10, 38, 39 and 41 of the Registration Statement.

Dilution, page 40

    7.
    To the extent that you make changes to your pro forma or pro forma as adjusted shares outstanding, please recalculate and update your dilution calculations and disclosures accordingly.

Response: In response to the Staff’s comment, the Company
revised its disclosure on page 40 of the Registration Statement.

Management

Number and Terms of Office of Officers and Directors, page 71

    3

    8.
    We note the statement, “From and after the completion of this offering, the Stockholders Agreement will be terminated and each of the directors will be appointed by the holders of the majority of our outstanding common stock pursuant to the provisions of our Certificate of Incorporation to be in effect after this offering.” Please revise to clarify (i) the method and timing by which shareholder will appoint each director in light of the classified board disclosure added to pages 85 and 86, including by cross-reference as appropriate, (ii) whether the three director nominees were also selected pursuant to the stockholders agreement, and (iii) the board composition following the offering, including clear disclosure whether and which directors will resign; in this regard, we note the statement that the board will consist of five directors.

Response: In response to the Staff’s
comment, the Company revised its disclosure on pages 70 and 71 of the Registration Statement.

Note 18 - Subsequent Events, page F-33

    9.
    We note from page 84 that your Charter now authorizes you to issue up to 42,803,774 shares of common stock, 2,803,774 shares of non-voting common stock and 10,000,000 shares of preferred stock. Please revise this note to disclose the circumstances surrounding, as well as the date of, this significant subsequent event.

Response: In response to the Staff’s comment, the Company
revised its disclosure on page F-33 of the Registration Statement.

    10.
    In light of the material impact on your capital structure, please revise this note to separately and clearly disclose all subsequent events relating to the conversion of your debt and preferred securities as well as the exercising of warrants and options from December 31, 2021, through the date of your final amendment or as close thereto as is reasonable and practicable. Refer to PCAOB Auditing Standard 4101.

Response: In response to the Staff’s comment, the Company
revised its disclosure on page F-33 of the Registration Statement.

Exhibits

    11.
    Please file as an exhibit to the registration statement the amended certificate of incorporation reflecting the authorized share capital (i.e., 42,803,774 shares of common stock) and exclusive forum provisions disclosed in the description of securities section.

Response: In response to the Staff’s
comment, the Company filed the amended certificate of incorporation as an exhibit to the Registration Statement.

    12.
    We note that the legal opinion refers to an aggregate initial offering price of up to $17,250,000, which does not appear to correspond to the number of shares and maximum offering price disclosed on the prospectus cover, nor to the registration fee table. Please revise and refile the legal opinion to cover all the shares being registered (including overallotment shares and shares underlying the underwriter’s warrant) by appropriate reference.

Response: In response to the Staff’s
comment, the Company filed an updated legal opinion as an exhibit to the Registration Statement.

    13.
    Please amend your filing to include a currently dated and signed consent from your independent registered accounting firm.

Response: In response to the Staff’s comment, the Company
filed as an exhibit to the Registration Statement a currently dated and signed consent.

    Sincerely,

    /s/ Eyal Peled

    Eyal Peled

    cc:
    Tuvia Barlev, Chief Executive Officer

4

United States securities and exchange commission logo
May 4, 2022
Tuvia Barlev
Chief Executive Officer
Actelis Networks, Inc.
47800 Westinghouse Drive
Fremont, CA 94539
Re:Actelis Networks, Inc.
Amendment No. 1 to Registration Statement on Form S-1
Filed May 2, 2022
No. 333-264321
Dear Mr. Barlev:
            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.
Amendment No. 1 to Form S-1
General
1.Please revise your filing, as applicable, to provide more specific disclosure related to the
direct or indirect impact that Russia's invasion of Ukraine and the international response
have had or may have on your business.  For additional guidance, please see the Division
of Corporation Finance's Sample Letter to Companies Regarding Disclosures Pertaining to
Russia’s Invasion of Ukraine and Related Supply Chain Issues, issued by the Staff in May
2022.
2.Your footnotes to the fee table indicate that you are calculating your registration fee based
on Rule 457(o). However, based on your disclosure that you anticipate that your offering
will comprise 3,000,0000 shares that could offered at up to $6.00 per share, it does not
appear you have calculated the registration fee based on the maximum aggregate

 FirstName LastNameTuvia Barlev
 Comapany NameActelis Networks, Inc.
 May 4, 2022 Page 2
 FirstName LastName
Tuvia Barlev
Actelis Networks, Inc.
May 4, 2022
Page 2
offering price.  Please advise.
3.Please address the following:
•Revise Item 15 of Part II to include the warrants issued to the new lender, as
described in Notes 7.b and 11 to the financial statements, and any other recent sales
of securities required to be disclosed by Item 701 of Regulation S-K.  In this regard,
we note the difference between the outstanding preferred stock as of December 31,
2021, and to be converted in connection with the offering (i.e., 7,731,043 vs.
9,031,291 shares), which appears to indicate the issuance of preferred stock in the
interim period.  Further revise as necessary to ensure consistent disclosure
throughout.  For instance, and without limitation, we note that (i) Item 15 discloses
890,126 outstanding options, while page 10 discloses 870,002 outstanding options,
and (ii) Item 15 states the common stock par value as $0.000001.

•Revise the MD&A subsection captioned "Convertible Notes, Loans, and Warrant" to
describe the new lender and Israeli bank loans and warrants, include a cross-reference
to applicable disclosure in your notes to the financial statements, or revise the caption
to reflect a more limited scope.

•We note a number of blanks throughout the prospectus; please fill in missing
information.
Prospectus Summary, page 1
4.We note the disclosure that, "[W]e experienced an average annual growth in our IoT
business of more than 20% each year."  Please revise to clarify the basis upon which this
growth is measured.  We additionally note the disclosure that, "As of today, we estimate
achieving over $24 million of IoT installed base."  Please revise to clarify this disclosure,
including by specifying the timeframe, and to identify any material assumptions upon
which this estimate relies.

 FirstName LastNameTuvia Barlev
 Comapany NameActelis Networks, Inc.
 May 4, 2022 Page 3
 FirstName LastName
Tuvia Barlev
Actelis Networks, Inc.
May 4, 2022
Page 3
The Offering, page 9
5.Please revise disclosure relating to the calculation of the number of outstanding shares on
page 10 to describe the treatment (i.e., whether included or excluded) of all outstanding
convertible securities.  Quantify the number of shares that are issuable upon exercise or
conversion of such securities, making necessary assumptions.  Additionally clarify the
disclosure relating to the CLA and other convertible notes; in this regard, we note
apparent discrepancies between the lead-in text and final two bullet points on page 10, as
well as with the disclosure on pages 47-48.  Resolve the apparent inconsistency in the
number of underwriter warrants stated here and on pages 9 and 197, making reference to
exercise of the overallotment option as appropriate.  Conform disclosure elsewhere,
including without limitation the capitalization section (we note that subpoint iii gives pro
forma effect to the conversion of warrants, while the only warrants identified on page 10
are excluded) and dilution section; consider deleting disclosure in these sections that is
duplicative of page 10.
Capitalization, page 38
6.Please address the following relating to your capitalization table:

•Revise the table captions to include the number of pro forma and pro forma as
adjusted authorized, issued and outstanding shares.

•Expand the discussion following the table on page 39 to clearly explain how you
determined the 12,586,262 pro forma shares outstanding as of December 31, 2021.
In this regard, we note that the transactions disclosed currently do not add up to
12,586,262 shares.  The comment also applies to the disclosures on page 10.
Dilution, page 40
7.To the extent that you make changes to your pro forma or pro forma as adjusted shares
outstanding, please recalculate and update your dilution calculations and disclosures
accordingly.
Management
Number and Terms of Office of Officers and Directors, page 71
8.We note the statement, "From and after the completion of this offering, the Stockholders
Agreement will be terminated and each of the directors will be appointed by the holders of
the majority of our outstanding common stock pursuant to the provisions of our Certificate
of Incorporation to be in effect after this offering."  Please revise to clarify (i) the method
and timing by which shareholder will appoint each director in light of the classified board
disclosure added to pages 85 and 86, including by cross-reference as appropriate, (ii)
whether the three director nominees were also selected pursuant to the stockholders
agreement, and (iii) the board composition following the offering, including clear

 FirstName LastNameTuvia Barlev
 Comapany NameActelis Networks, Inc.
 May 4, 2022 Page 4
 FirstName LastName
Tuvia Barlev
Actelis Networks, Inc.
May 4, 2022
Page 4
disclosure whether and which directors will resign; in this regard, we note the statement
that the board will consist of five directors.
Note 18 - Subsequent Events, page F-33
9.We note from page 84 that your Charter now authorizes you to issue up to
42,803,774 shares of common stock, 2,803,774 shares of non -voting common stock and
10,000,000 shares of preferred stock.  Please revise this note to disclose the circumstances
surrounding, as well as the date of, this significant subsequent event.
10.In light of the material impact on your capital structure, please revise this note to
separately and clearly disclose all subsequent events relating to the conversion of your
debt and preferred securities as well as the exercising of warrants and options from
December 31, 2021, through the date of your final amendment or as close thereto as is
reasonable and practicable.  Refer to PCAOB Auditing Standard 4101.
Exhibits
11.Please file as an exhibit to the registration statement the amended certificate of
incorporation reflecting the authorized share capital (i.e., 42,803,774 shares of common
stock) and exclusive forum provisions disclosed in the description of securities section.
12.We note that the legal opinion refers to an aggregate initial offering price of up to
$17,250,000, which does not appear to correspond to the number of shares and maximum
offering price disclosed on the prospectus cover, nor to the registration fee table.  Please
revise and refile the legal opinion to cover all the shares being registered (including
overallotment shares and shares underlying the underwriter's warrant) by appropriate
reference.
13.Please amend your filing to include a currently dated and signed consent from your
independent registered accounting firm.

 FirstName LastNameTuvia Barlev
 Comapany NameActelis Networks, Inc.
 May 4, 2022 Page 5
 FirstName LastName
Tuvia Barlev
Actelis Networks, Inc.
May 4, 2022
Page 5
            You may contact Mindy Hooker at 202-551-3732 or Martin James at 202-551-3671 if
you have questions regarding comments on the financial statements and related matters.  Please
contact Jennifer Angelini at 202-551-3047 or Jay Ingram at 202-551-3397 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       Eyal Peled

CORRESP
1
filename1.htm

    mwe.com

    Eyal Peled

    Attorney at Law

    epeled@mwe.com

    +1 212 547 5477

May 2, 2022

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Technology

100 F Street, N.E.

Washington, D.C. 20549

    Attention:
    Mindy Hooker

    Martin James

    Jennifer Angelini

    Jay Ingram

    Re:
    Actelis Networks, Inc.

    Registration Statement on Form S-1

    Submitted April 15, 2022

    No. 333-264321

Dear Ms. Angelini:

On behalf of Actelis Networks,
Inc. (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 April 26, 2022,
relating to the above referenced Registration Statement on Form S-1 (No. 333-264321) submitted by the Company on April 15, 2022.

Concurrent with the submission
of this letter, the Company is filing via EDGAR the Company’s Amendment No. 1 to the Registration Statement on Form S-1 (the “Registration
Statement”), 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 the Registration Statement.

Form S-1 filed April 15, 2022

Dilution, page 40

1. We note that your revised disclosures made in response to prior comment 4 indicate that your net tangible book deficit was $(1.8
million) at December 31, 2021. As we note that you reported Capital Deficiency of $(19.6 million) at that date, please provide us with
your supporting calculations of the net tangible book deficit amount reported in this section. Otherwise, revise your disclosures as appropriate.

Response: In response to the Staff’s comment, the Company
revised its disclosure on Page 40.

Report of Independent Registered Public Accounting Firm, page F-2

2. Please amend your registration statement to have your auditor remove the language in the fourth paragraph which states “and
in accordance with auditing standards generally accepted in the United States of America.” Please refer to PCAOB Auditing Standard
3101.

Response: In response to the Staff’s comment, the Company’s
auditor removed the relevant language and revised its opinion accordingly.

Question 22 to the Staff’s letter dated
March 8, 2022, relating to the Draft Registration Statement on Form S-1 (CIK No. 0001899005) submitted by the Company on February 10,
2022.

    3.
    …. Additionally, provide us the estimated offering price or range when it is available and explain to us the reasons for significant differences between recent valuations of your common shares leading up to the IPO and the estimated offering price.

Response: In response to the Staff’s comment, the Company
notes that the price range for the offering will be $4.00-$6.00 per share.

The only equity issuance which occurred during
the last twelve months was the following grant, which was described to the Staff in the Company’s response letter dated March 31,
2022:

    Date of Grant
    Number of
 Shares
 Subject
    to
 Awards
 Granted(1)
    Exercise
 Price Per
 Share(1)(2)(3)
    Deemed Fair
 Value Per

    Common
 Share for
 Financial
 Reporting(1)

    May 27, 2021
      1,990,000
    $ 0.0296
    $ 0.0296

 (1) The numbers presented do not take into account the 46-to-1 reverse
split effected by the Company on May 2, 2022.

 (2) Israeli Laws including tax laws do not prohibit, sanction or
fine options granted to employees with an exercise price below fair value; for accounting purposes, the compensation charge is taken
by the Company for the full fair value per option of such grants.

 (3) The awards were approved by the Company’s board of directors.

The reasons for significant differences between recent valuations of the Company’s common shares leading up to the IPO and the estimated
offering price are as follows: (1) on May 2, 2022, the Company performed a 1-for-46 reverse split of its share capital, which affected
both the number of shares subject to awards, the fair value and the exercise price per share; (2) the May 2021 grant was based on the
valuation of the Company’s common shares on December 31, 2020. The Company determined the common share valuation was similar between
December 31, 2020 and May 31, 2021, since there were no significant events between the two dates that would trigger any change in value;
and (3) In November 2, 2021, the Company engaged with a U.S.-based underwriter to work on an IPO in the U.S., which increased the valuation
of the Company’s common stock as of December 31, 2021. With the assistance of an independent third-party valuation firm, , the Company
determined the valuation of its common shares is $0.0466 per common share as of December 31, 2021.

    2

The Company did not make any equity grants since
May 2021 and the date hereof.

    Sincerely,

    /s/ Eyal Peled

    Eyal Peled

cc: Tuvia Barlev, Chief Executive Officer

3

United States securities and exchange commission logo
April 26, 2022
Tuvia Barlev
Chief Executive Officer
Actelis Networks, Inc.
47800 Westinghouse Drive
Fremont, CA 94539
Re:Actelis Networks, Inc.
Registration Statement on Form S-1
Filed April 15, 2022
No. 333-264321
Dear Mr. Barlev:
            We have reviewed your 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.
Form S-1 filed April 15, 2022
Dilution, page 40
1.We note that your revised disclosures made in response to prior comment 4
indicate that your net tangible book deficit was $(1.8 million) at December 31, 2021.  As
we note that you reported Capital Deficiency of $(19.6 million) at that date, please
provide us with your supporting calculations of the net tangible book deficit amount
reported in this section.  Otherwise, revise your disclosures as appropriate.

 FirstName LastNameTuvia Barlev
 Comapany NameActelis Networks, Inc.
 April 26, 2022 Page 2
 FirstName LastName
Tuvia Barlev
Actelis Networks, Inc.
April 26, 2022
Page 2
Report of Independent Registered Public Accounting Firm, page F-2
2.Please amend your registration statement to have your auditor remove the language in the
fourth paragraph which states "and in accordance with auditing standards
generally accepted in the United States of America."  Please refer to PCAOB Auditing
Standard 3101.
            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 Mindy Hooker at 202-551-3732 or Martin James at 202-551-3671 if
you have questions regarding comments on the financial statements and related matters.  Please
contact Jennifer Angelini at 202-551-3047 or Jay Ingram at 202-551-3397 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       Eyal Peled

CORRESP
1
filename1.htm

  mwe.com

Eyal Peled

Attorney at Law

epeled@mwe.com

+1 212 547 5477

April 15, 2022

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Technology

100 F Street, N.E.

Washington, D.C. 20549

    Attention:
    Mindy Hooker

    Martin James

    Jennifer Angelini

    Jay Ingram

    Re:
    Actelis Networks, Inc.

    Amendment No. 1 to Draft Registration Statement on Form S-1

    Submitted March 31, 2022

    CIK No. 0001141284

Dear Mr. Angelini:

On behalf of Actelis Networks,
Inc. (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 April 13, 2022,
relating to the above referenced Amendment No. 1 to Draft Registration Statement on Form S-1 (CIK No. 0001141284) submitted by the Company
on March 31, 2022.

Concurrent with the submission
of this letter, the Company is filing via EDGAR the Company’s Registration Statement on Form S-1 (the “Registration Statement”),
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 the Registration Statement.

Registration Statement on Form S-1

Prospectus Summary, page 1

    1.
    We note your revisions to page 10 regarding which shares are deemed to be included or excluded for purposes of the prospectus. Please further revise to address all expected or potential changes to your share capital, for instance redemption of non-voting common stock and share issuances under the Migdalor loan option. Please also revise the analogous lists within the Capitalization and Dilution sections to reconcile the apparent inconsistencies with each other and with the list on page 10, or consider deleting these lists as duplicative.

Response: In response to the Staff’s
comment, the Company revised its disclosure on pages 10, 38 and 39.

Summary Consolidated Financial Data, page 11

    2.

    Please remove footnote (2) on the line
    item Redeemable convertible Preferred Shares in the balance sheet data, or provide the footnote information you intended.

Response: In response to the Staff’s comment, the Company
revised its disclosure on page 11.

Risk Factors

We are currently operating in a period of economic
uncertainty . . . . , page 19

    3.
    Please tailor this risk factor to relate specifically to your company and operations. In this regard, we note references to mining equipment and cryptocurrency mining which appear to be extraneous.

Response: In response to the Staff’s
comment, the Company revised its disclosure on page 19.

Dilution, page 40

    4.
    Please explain to us how you determined that your tangible net book value per share is $.06 per share, given your total tangible assets less your total liabilities results in a negative amount. Tell us the share amount you are using in your determination of net tangible book value (deficit) per share as of December 31, 2021. Revise to show all negative amounts using parentheses.

Response: In response to the Staff’s
comment, the Company respectfully notes that its tangible net book value is ($1,815,000). In order to calculate such value per share,
the Company used the outstanding number of common shares of 94,244,226. The Company revised its disclosure on page 40.

Management’s Discussion and Analysis of Financial
Condition and Results of Operations Convertible Notes, Loans, and Warrant, page 47

    5.
    We note your revisions in response to prior comment eight. Please further revise your disclosure to clarify the conversion price, which currently appears to contemplate a variable discount and/or variable offering price. Clearly state, if true, that the discount depends on the date when notes were issued to holders under the CLA, and provide the maximum discount as a percentage of the initial public offering price.

Response: In response to the Staff’s
comment, the Company revised its disclosure on page 47.

    6.
    We note your revisions in response to prior comment nine. Please further revise to disclose the number of shares that would be issuable upon Migdalor’s exercise of the purchase option or the cashless conversion option, using the midpoint of the initial offering price range. Please also revise your disclosure on page 10 to specifically address the treatment of these shares throughout the prospectus, per comment one.

Response: In response to the Staff’s
comment, the Company revised its disclosure on page 48.

    7.
    We note your revisions in response to prior comment ten. Please disclose the exercise price and other material terms governing the underwriter’s private placement warrant, here or in the Underwriting section.

Response: In response to the Staff’s
comment, the Company revised its disclosure on page 48.

Management, page 68

    8.
    Section 11 of the stockholders agreement submitted as Exhibit 10.1 appears to contain provisions regarding the nomination and election of your board of directors. Please revise your disclosure to describe briefly the arrangement or understanding relating to the selection of each director, pursuant to Item 401(a) of Regulation S-K.

Response: In response to the Staff’s
comment, the Company revised its disclosure on page 71.

    2

Description of Securities

Stockholders Agreement, page 86

    9.

    Your disclosure appears to indicate that
    the registration rights under the stockholders agreement will not terminate upon the closing of this offering, notwithstanding that
    Section 13 thereof provides “This Agreement shall terminate immediately following the earlier to occur of the closing of a
    Qualified IPO . . . .” Please advise how Section 4 (relating to registration rights) is deemed to survive termination, given
    the apparent lack of a survivability clause, or revise your disclosure accordingly. We further note that Schedule A of the
    stockholders agreement contains no information for holders of non-voting common stock; please revise or advise.

Response: In response to the Staff’s
comment, the Company revised its disclosure on page 87.

    Sincerely,

    /s/ Eyal Peled

    Eyal Peled

cc: Tuvia Barlev, Chief Executive Officer

    3

United States securities and exchange commission logo
April 13, 2022
Tuvia Barlev
Chief Executive Officer
Actelis Networks, Inc.
47800 Westinghouse Drive
Fremont, CA 94539
Re:Actelis Networks, Inc.
Amendment No. 1 to Draft Registration Statement on Form S-1
Submitted March 31, 2022
CIK No. 0001141284
Dear Mr. Barlev:
            We have reviewed your amended draft 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 providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  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 the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Amendment No. 1 to Draft Registration Statement
Prospectus Summary, page 1
1.We note your revisions to page 10 regarding which shares are deemed to be included or
excluded for purposes of the prospectus.  Please further revise to address all expected or
potential changes to your share capital, for instance redemption of non-voting common
stock and share issuances under the Migdalor loan option.  Please also revise the
analogous lists within the Capitalization and Dilution sections to reconcile the apparent
inconsistencies with each other and with the list on page 10, or consider deleting these
lists as duplicative.

 FirstName LastNameTuvia Barlev
 Comapany NameActelis Networks, Inc.
 April 13, 2022 Page 2
 FirstName LastName
Tuvia Barlev
Actelis Networks, Inc.
April 13, 2022
Page 2
Summary Consolidated Financial Data, page 11
2.Please remove footnote (2) on the line item Redeemable convertible Preferred Shares in
the balance sheet data, or provide the footnote information you intended.
Risk Factors
We are currently operating in a period of economic uncertainty . . . . , page 19
3.Please tailor this risk factor to relate specifically to your company and operations.  In this
regard, we note references to mining equipment and cryptocurrency mining which appear
to be extraneous.
Dilution, page 40
4.Please explain to us how you determined that your tangible net book value per share is
$.06 per share, given your total tangible assets less your total liabilities results in a
negative amount.  Tell us the share amount you are using in your determination of net
tangible book value (deficit) per share as of December 31, 2021.  Revise to show all
negative amounts using parentheses.
Management's Discussion and Analysis of Financial Condition and Results of Operations
Convertible Notes, Loans, and Warrant, page 47
5.We note your revisions in response to prior comment eight.  Please further revise your
disclosure to clarify the conversion price, which currently appears to contemplate a
variable discount and/or variable offering price.  Clearly state, if true, that the discount
depends on the date when notes were issued to holders under the CLA, and provide the
maximum discount as a percentage of the initial public offering price.
6.We note your revisions in response to prior comment nine.  Please further revise to
disclose the number of shares that would be issuable upon Migdalor's exercise of the
purchase option or the cashless conversion option, using the midpoint of the initial
offering price range.  Please also revise your disclosure on page 10 to specifically address
the treatment of these shares throughout the prospectus, per comment one.
7.We note your revisions in response to prior comment ten.  Please disclose the exercise
price and other material terms governing the underwriter's private placement warrant, here
or in the Underwriting section.
Management, page 68
8.Section 11 of the stockholders agreement submitted as Exhibit 10.1 appears to contain
provisions regarding the nomination and election of your board of directors.  Please revise
your disclosure to describe briefly the arrangement or understanding relating to the
selection of each director, pursuant to Item 401(a) of Regulation S-K.

 FirstName LastNameTuvia Barlev
 Comapany NameActelis Networks, Inc.
 April 13, 2022 Page 3
 FirstName LastName
Tuvia Barlev
Actelis Networks, Inc.
April 13, 2022
Page 3
Description of Securities
Stockholders Agreement, page 86
9.Your disclosure appears to indicate that the registration rights under the stockholders
agreement will not terminate upon the closing of this offering, notwithstanding
that Section 13 thereof provides "This Agreement shall terminate immediately following
the earlier to occur of the closing of a Qualified IPO . . . ."  Please advise how Section 4
(relating to registration rights) is deemed to survive termination, given the apparent lack
of a survivability clause, or revise your disclosure accordingly.  We further note that
Schedule A of the stockholders agreement contains no information for holders of non-
voting common stock; please revise or advise.
            You may contact Mindy Hooker at 202-551-3732 or Martin James at 202-551-3671 if
you have questions regarding comments on the financial statements and related matters.  Please
contact Jennifer Angelini at 202-551-3047 or Jay Ingram at 202-551-3397 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       Eyal Peled

United States securities and exchange commission logo
March 8, 2022
Tuvia Barlev
Chief Executive Officer
Actelis Networks, Inc.
47800 Westinghouse Drive
Fremont, CA 94539
Re:Actelis Networks, Inc.
Draft Registration Statement on Form S-1
Submitted February 10, 2022
CIK No. 0001141284
Dear Mr. Barlev:
            We have reviewed your draft 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 providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  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 the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Draft Registration Statement on Form S-1
Prospectus Summary, page 1
1.Please balance your disclosure in the summary with information regarding your history of
operating losses, negative cash flows, and significant indebtedness.  Additionally,
please highlight that your auditor has expressed substantial doubt about your ability to
continue as a going concern.
Risk Factors, page 11
2.We note that you utilize turn-key and OEM contract manufacturers in Israel and Taiwan.
Please add a risk factor assessing the material risks associated with your manufacturing
arrangements, including without limitation the risk of shipping delays.

 FirstName LastNameTuvia Barlev
 Comapany NameActelis Networks, Inc.
 March 8, 2022 Page 2
 FirstName LastNameTuvia Barlev
Actelis Networks, Inc.
March 8, 2022
Page 2
Actelis Israel received Israeli government grants . . . , page 22
3.Please revise your disclosure regarding the disagreement between Actelis Israel and the
IIA to (i) describe the process and timing to resolve this disagreement, (ii) quantify the
royalties at issue, and (iii) describe the potential consequences and assess the material
risks to the company and investors if you do not prevail.
Our Bylaws designate a state or federal court located within the State of Delaware as the
exclusive forum . . . , page 30
4.The exclusive forum provisions described in this and the following risk factor appear to be
inconsistent.  Please revise for consistency, and ensure that your by-laws and charter that
will be in effect following the offering conform to these provisions.
Cautionary Note Regarding Forward-Looking Statements, page 32
5.We note your references to forward-looking statements within the meaning of
the Private Securities Litigation Reform Act of 1995.  Please be advised that the safe
harbor for forward-looking statements is inapplicable in this context, because you are not
currently a reporting company.  See Section 27A(a)(1) of the Securities Act.  Therefore,
please either delete all references to the Private Securities Litigation Reform Act or make
it clear that the safe harbor does not apply to this offering.
Use of Proceeds, page 34
6.Please disclose the amount of any debt you intend to repay with proceeds from the
offering.  Refer to Instruction 4 to Item 504 of Regulation S-K.  If you do not intend to
repay any debt, please revise the disclosure in your Liquidity and Capital Resources
section on page 43 to address how you intend to meet your cash needs, including debt
obligations, over the next 12 months when you do not plan to use any proceeds from the
offering to meet these obligations.
Capitalization, page 36
7.Please include bold double lines under the cash and cash equivalent amounts to clearly
distinguish them from your capitalization.
Management's Discussion and Analysis of Financial Condition
Liquidity and Capital Resources
Convertible Notes, Loans, and Warrant, page 43
8.We note your disclosure that "upon consummation of an equity financing in us, the
lenders have the rights to convert the principal amount of the loan in consideration for
such number of our securities of the most favorable class and on the most favorable terms
as issued under the equity financing, at a conversion price per share reflecting a discount
of 30% plus an additional 1% for each two calendar months following March 2017."

 FirstName LastNameTuvia Barlev
 Comapany NameActelis Networks, Inc.
 March 8, 2022 Page 3
 FirstName LastNameTuvia Barlev
Actelis Networks, Inc.
March 8, 2022
Page 3
Please revise to (i) clarify whether these rights are triggered by the offering, (ii) disclose
the number of shares subject to these rights, and (iii) disclose the conversion price in
relation to the initial public offering price.  Additionally, please revise your disclosure on
page 9 to specifically address the treatment of these shares throughout the prospectus.
9.Please revise your disclosure regarding the Migdalor loan to identify the number of shares
the counterparty has the option to acquire (making needed assumptions) and to disclose
the purchase price therefor in relation to the initial public offering price.  Revise the
following sentence for clarity, as it implies that the option will automatically convert into
shares, potentially without payment:  "Upon consummation of the offering, the option
may convert into shares of common stock at a formula to be calculated on the initial
offering price."  Additionally, please file the Migdalor loan agreement as an exhibit to
your registration statement.
10.Please describe the material terms of your convertible notes, including the provisions
governing optional and mandatory conversions.  Identify the number of shares for which
your outstanding notes may be converted, and clarify whether the conversion price is a
40% discount to the initial public offering price.   Additionally, disclose the number of
shares the underwriter may purchase pursuant to the warrant issued in connection with
your private placement of convertible notes, as well as the exercise price thereof, and
specifically address the treatment of this warrant and underlying shares on page 9.
Our Business, page 49
11.Please revise your disclosure to include a specific, clear description of your current
operations, status of product and service development, and markets and distribution
methods.  Distinguish clearly your aspirations from your accomplishments.  Address,
without limitation, the following areas:

•Describe the state of development with respect to your 5G, MMwave, and computing
capabilities technology, including material hurdles to overcome.
•Expand your description of EMS software, including whether this is propriety, still
under development, customized to customer specifications, and other relevant
information.
•Describe the contractual terms for the services and software you offer, indicating
whether these are bundled with your products or sold separately, on an one-time or
on-going basis.
•Describe the warranty you provide or offer in relation to your products.
•Revise statements regarding your intent to address IoT verticals globally, to clearly
identify and distinguish your current markets and future market plans.
•Identify the locations of your "many distributors and partners around the world," and
describe these relationships.
•Describe your sales teams and clarify where they operate, avoiding references to
regions where you lack presence.
•Identify the basis for your claim to be "best in class."

 FirstName LastNameTuvia Barlev
 Comapany NameActelis Networks, Inc.
 March 8, 2022 Page 4
 FirstName LastNameTuvia Barlev
Actelis Networks, Inc.
March 8, 2022
Page 4
12.Please revise your disclosure to describe the need for any governmental approval of your
principal products and services, and the effect of existing or probable governmental
regulations on your business.  See Items 101(h)(viii) and (ix) of Regulation S-K.  With
respect to the statement that your "products are already approved to deliver sensitive
information for many critical IoT applications," identify this approval and the extent of its
application.  Revise your description of the Bipartisan Infrastructure Law to explain its
relevance to your business.
13.Please disclose the duration of your patents.  See Item 101(h)(vii) of Regulation S-K.
Principal Stockholders, page 75
14.The text preceding the table of beneficial ownership and notes thereto describe the
treatment of options for purposes of calculating beneficial ownership, yet the table refers
to shares on an as-converted basis and includes a column for voting percentage.  Please
revise your disclosure to (i) clarify whether "as-converted" refers to the exercise of the
options described in the table notes, or to some other basis, and (ii) explain why
ownership and voting percentages might differ.
Description of Securities, page 77
15.The introductory text to this section refers to a corporate conversion.  Please revise your
disclosure to describe this corporate conversion or to eliminate the reference.  Please also
reconcile apparently inconsistent references to your charter and articles of incorporation.
16.We note that non-voting common stock and Series A and B convertible preferred stock
were outstanding as of December 30, 2020 (page F-4).  Please revise the description of the
voting rights of your common stock to reflect the non-voting common stock.  Clarify
whether all outstanding preferred stock will automatically convert into common stock in
connection with the offering, as disclosure on page 9 appears to suggest.  If any preferred
stock will remain outstanding, please further revise your disclosure to describe the voting,
conversion, and other rights.  Refer to Item 202(a)(4) of Regulation S-K.  Please also
confirm the stated number of authorized stock of each class.
17.Please set forth the approximate number of holders of each class of your common equity
as of the latest practicable date.  Refer to Item 201(b)(1) of Regulation S-K.
18.Please disclose the percentage of your outstanding shares that are entitled to registration
rights under the Amended and Restated Stockholder Rights Agreement, dated as of
February 2, 2016.  Please also file this agreement as an exhibit to your registration
agreement.
Legal Matters, page 94
19.We note your disclosure that two firms will pass upon the validity of the shares being
offered, but your exhibit index lists the legal opinion of only one firm.  Please revise to
reconcile this apparent inconsistency.  Refer to Item 601(b)(5) of Regulation S-K.

 FirstName LastNameTuvia Barlev
 Comapany NameActelis Networks, Inc.
 March 8, 2022 Page 5
 FirstName LastName
Tuvia Barlev
Actelis Networks, Inc.
March 8, 2022
Page 5
Consolidated Statements of Comprehensive Loss, page F-5
20.Please revise this statement and other sections of the filing, as applicable, to present your
loss per share amounts rounded to the nearest cent (i.e., using only two decimal points), in
order not to imply a greater degree of precision than exists.
k. Revenue recognition, page F-10
21.Please describe to us in detail the arrangements under which you provide certain
customers with software updates that you choose to develop and enhancements related
to your management software.  Clearly describe to us your accounting for the
revenue related to these arrangements, including when you recognize revenue—"over-
time" or at a "point in time," the related time periods and the authoritative guidance on
which you are relying.  Revise this note to provide clear disclosure of that policy.
z. Share-based compensation, page F-15
22.Please provide us an analysis of equity issuances which occurred during the last
twelve months that presents the grant dates of the issuances, as well as the underlying fair
value of your common shares at each grant date.  To the extent there were any significant
fluctuations in the fair values from period-to-period, please describe to us the factors that
contributed to these fluctuations.  For equity transactions in which you estimated the fair
value, please explain the significant factors, assumptions, and methodologies you used to
determine fair value.  Additionally, provide us the estimated offering price or range when
it is available and explain to us the reasons for significant differences between recent
valuations of your common shares leading up to the IPO and the estimated offering price.
General
23.Please supplementally provide us with copies of all written communications, as defined in
Rule 405 under the Securities Act, that you, or anyone authorized to do so on your behalf,
present to potential investors in reliance on Section 5(d) of the Securities Act, whether or
not they retain copies of the communications.  Please contact the staff member associated
with the review of this filing to discuss how to submit such copies.
            You may contact Mindy Hooker at 202-551-3732 or Martin James at 202-551-3671 if
you have questions regarding comments on the financial statements and related matters.  Please
contact Jennifer Angelini at 202-551-3047 or Jay Ingram at 202-551-3397 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing