SecProbe.io

CORRESP
 1
 filename1.htm

 June 30, 2025

 Via EDGAR Transmission

 United States Securities and Exchange Commission

 Division of Corporation Finance

 Office of Industrial Applications and Services

 100 F Street, N.E.

 Washington, D.C. 20549

 Attention: Margaret Sawicki

 Re:
 Alpha Tau Medical Ltd.

 Registration Statement on Form F-3

 Filed June 23, 2025

 File No. 333-288240

 Ladies and Gentlemen:

 In accordance with Rule 461
of Regulation C of the General Rules and Regulations under the Securities Act of 1933, as amended, we hereby request the acceleration
of the effective date of the above-referenced Registration Statement so that it will become effective on July 2, 2025, at 4:00 p.m., Eastern
Time, or as soon thereafter as practicable, or at such later time as Alpha Tau Medical Ltd. (the " Company ")
or its counsel may request via telephone call to the staff. Please contact Nathan Ajiashvili of Latham & Watkins LLP, counsel to the
Company, at +1.212.906.2916, or in his absence, Joshua G. Kiernan at +44.20.7710.5820, to provide notice of effectiveness, or if you have
any other questions or concerns regarding this matter.

 [ Signature Page Follows ]

 Sincerely yours,

 Alpha Tau Medical Ltd.

 By:
 /s/ Uzi Sofer

 Uzi Sofer

 Chief Executive Officer

 cc: Nathan Ajiashvili, Esq.

 [Signature Page to Acceleration Request]

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 June 27, 2025

Uzi Sofer
President
Alpha Tau Medical Ltd.
Kiryat HaMada St. 5
Jerusalem, Israel 9777605

 Re: Alpha Tau Medical Ltd.
 Registration Statement on Form F-3
 Filed June 23, 2025
 File No. 333-288240
Dear Uzi Sofer:

 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 Margaret Sawicki at 202-551-7153 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Industrial
Applications and
 Services
cc: Nathan Ajiashvili, Esq.
</TEXT>
</DOCUMENT>

CORRESP
1
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September 20, 2023

Via EDGAR Transmission

United States Securities and Exchange Commission

Division of Corporation Finance

Office of Real Estate & Construction

100 F Street, N.E.

Washington, D.C. 20549

Attention: Benjamin Richie

 Re: Alpha Tau Medical Ltd.

Registration Statement on Form F-3

Filed September 11, 2023

Registration No. 333-274457

Ladies and Gentlemen:

In accordance with Rule 461
of Regulation C of the General Rules and Regulations under the Securities Act of 1933, as amended, we hereby request the acceleration
of the effective date of the above-referenced Registration Statement so that it will become effective on September 22, 2023, at 4:00 p.m.,
Eastern Time, or as soon thereafter as practicable, or at such later time as Alpha Tau Medical Ltd. (the “Company”)
or its counsel may request via telephone call to the staff. Please contact Michael J. Rosenberg of Latham & Watkins LLP, counsel to
the Company, at (212) 906-1829, or in his absence, Joshua Kiernan at +44.20.7710.5820, to provide notice of effectiveness, or if you have
any other questions or concerns regarding this matter.

[Signature Page Follows]

    Sincerely yours,

    Alpha Tau Medical Ltd.

    By:
    /s/ Uzi Sofer

    Uzi Sofer

    Chief Executive Officer

cc: Michael J. Rosenberg

United States securities and exchange commission logo
September 19, 2023
Uzi Sofer
Chief Executive Officer
Alpha Tau Medical Ltd.
Kiryat HaMada St. 5
Jerusalem, Israel 9777605
Re:Alpha Tau Medical Ltd.
Registration Statement on Form F-3
Filed September 11, 2023
File No. 333-274457
Dear Uzi Sofer:
            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 Benjamin Richie at 202-551-7857 with any questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services
cc:       Michael J. Rosenberg

CORRESP
1
filename1.htm

April 11, 2023

Via EDGAR Transmission

United States Securities and Exchange Commission

Division of Corporation Finance

Office of Real Estate & Construction

100 F Street, N.E.

Washington, D.C. 20549

Attention: Jessica Ansart

    Re:
    Alpha Tau Medical Ltd.

    Registration Statement on Form F-3

    Filed April 3, 2023

    Registration No. 333-271073

Ladies and Gentlemen:

In accordance with Rule
461 of Regulation C of the General Rules and Regulations under the Securities Act of 1933, as amended, we hereby request the acceleration
of the effective date of the above-referenced Registration Statement so that it will become effective on April 13, 2023, at 4:00 p.m.,
Eastern Time, or as soon thereafter as practicable, or at such later time as Alpha Tau Medical Ltd. (the “Company”)
or its counsel may request via telephone call to the staff. Please contact Michael J. Rosenberg of Latham & Watkins LLP, counsel to
the Company, at (212) 906-1829, or in his absence, Nathan Ajiashvili at (212) 906-2916, to provide notice of effectiveness, or if you
have any other questions or concerns regarding this matter.

[Signature Page Follows]

    Sincerely yours,

    Alpha Tau Medical Ltd.

    By:
    /s/ Uzi Sofer

    Uzi Sofer

    Chief Executive Officer

    cc:
    Michael J. Rosenberg

    Nathan Ajiashvili

United States securities and exchange commission logo
April 10, 2023
Uzi Sofer
Chief Executive Officer and Chairman
Alpha Tau Medical Ltd.
Kiryat HaMada St. 5
Jerusalem, Israel 9777605
Re:Alpha Tau Medical Ltd.
Registration Statement on Form F-3
Filed April 3, 2023
File No. 333-271073
Dear Uzi Sofer:
            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 Jessica Ansart at 202-551-4511 with any questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services
cc:       Michael J. Rosenberg

CORRESP
1
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Alpha
Tau Medical Ltd.

Kiryat HaMada St. 5

Jerusalem, Israel 9777605

+972 (3) 577-4115

May 18, 2022

VIA EDGAR AND E-MAIL

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549-6010

    Attention:
    Chris Edwards

    Tim Buchmiller

 Re: Alpha Tau Medical Ltd.

                                            Registration Statement on Form F-1 (File No. 333-264306)

Ladies and Gentlemen:

In accordance with Rule 461
of Regulation C of the General Rules and Regulations under the Securities Act of 1933, as amended (the “Act”),
we hereby request acceleration of the effective date of the Registration Statement on Form F-1 (File No. 333-2264306), as amended
(the “Registration Statement”) of Alpha Tau Medical Ltd. (the “Company”). We respectfully
request that the Registration Statement become effective as of 4:00 p.m., Eastern Time, on May 20, 2022, or as soon as practicable
thereafter. In making this acceleration request, the Company acknowledges that it is aware of its responsibilities under the Act. Once
the Registration Statement has been declared effective, please orally confirm that event with our counsel, Latham & Watkins
LLP, by calling Michael J. Rosenberg at +1.212.906.1829.

Thank you for your assistance
in this matter.

    Very truly yours,

    Alpha Tau Medical Ltd.

    By:
    /s/ Uzi Sofer

    Name: Uzi Sofer

    Title: Chief Executive Officer

    cc:
    Raphi
    Levy, Chief Financial Officer, Alpha Tau Medical Ltd.

    Joshua
    G. Kiernan, Latham & Watkins LLP

    Nathan Ajiashvili, Latham & Watkins LLP

    Eyal Orgad, Latham & Watkins LLP

    Michael J. Rosenberg, Latham & Watkins LLP

CORRESP
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    1271 Avenue of the Americas

    New York, New York 10020-1401

    Tel: +1.212.906.1200 Fax: +1.212.751.4864

    www.lw.com

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United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549-6010

Attention: Chris Edwards

  Tim Buchmiller

 Re: Alpha Tau Medical Ltd.

Registration Statement on Form F-1

    Filed |April 15, 2022

    File No. 333-264306

Ladies and Gentlemen:

On
behalf of Alpha Tau Medical (the “Company”), we submit this letter to the staff (the “Staff”)
of the Division of Corporation Finance of the Securities and Exchange Commission (the “Commission”). The Company
filed the above-referenced Registration Statement (the “Registration Statement”) with the Commission on April 15,
2022, as amended by Amendment No. 1 to the Registration Statement (“Amendment No. 1”) filed on the
date hereof. Amendment No. 1 has been revised to reflect the Company’s responses to the comment letter received on April 29,
2022 (the “Comment Letter”) from the staff of the Commission (the “Staff”).

For your convenience, we have
set forth each comment of the Staff from the Comment Letter in bold and italics below and provided our response below each comment. Unless
otherwise indicated, capitalized terms used herein have the meanings assigned to them in the Registration Statement.

May 3, 2022

Page 2

Registration Statement on Form F-1 filed April 15,
2022

Cover Page

1.            Disclose
the price that the selling securityholders paid for the ordinary shares being registered for resale.

Response:
The Company acknowledges the Staff’s comment and has revised the disclosure on the cover page of Amendment No. 1.

2.            Disclose
the exercise price of the warrants compared to the market price of the underlying ordinary shares. If the warrants are out the money,
please disclose the likelihood that warrant holders will not exercise their warrants. Provide similar disclosure in the prospectus
summary, risk factors, MD&A and use of proceeds section and disclose that cash proceeds associated with the exercises of the
warrants are dependent on the stock price. As applicable, describe the impact on your liquidity and update the discussion on
the ability of your company to fund your operations on a prospective basis with your current cash on hand.

Response:
The Company acknowledges the Staff’s comment and has revised the disclosure on the cover page as well as pages 3, 7, 9, 10 and 14
of Amendment No. 1.

3.            We
note the significant number of redemptions of Class A common stock in connection with your business combination and that the
ordinary shares being registered for resale will constitute a considerable percentage of your public float. Highlight the significant
negative impact sales of ordinary shares on this registration statement could have on the public trading price of your ordinary
shares.

Response:
The Company acknowledges the Staff’s comment and has revised the disclosure on the cover page as well as pages 3, 7, 9 and 10 of Amendment No. 1.

Risk Factors, page 9

4.            Include
an additional risk factor highlighting the negative pressure potential sales of shares pursuant to this registration statement could
have on the public trading price of the ordinary shares. To illustrate this risk, disclose the purchase price of the securities
being registered for resale and the percentage that these shares currently represent of the total number of shares outstanding..

Response:
The Company acknowledges the Staff’s comment and has revised the disclosure on pages 9 and 10 of Amendment No. 1.

General

5.            In
light of the significant number of redemptions and the possibility that the company may not receive significant proceeds from exercises
of the warrants if there is a disparity between the exercise price of the warrants and the trading price of the ordinary shares, expand
your disclosure in an appropriate location of your prospectus to address any changes in the company’s liquidity position since the
business combination. If the company is likely to have to seek additional capital, discuss the effect of this offering on the company’s
ability to raise additional capital.

May 3, 2022

Page 3

Response:
The Company acknowledges the Staff’s comment and has revised the disclosure on the cover page as well as pages 3, 7,
9, 10 and 14 of Amendment No. 1.

* * *

We hope the foregoing answer is responsive to your
comments. Please do not hesitate to contact me by telephone at (212) 906-1829 with any questions or comments regarding this correspondence.

    Very truly yours,

    /s/ Michael J.
    Rosenberg

    Michael J. Rosenberg

    of LATHAM & WATKINS LLP

    cc:
    Uzi Sofer, Chief Executive Officer, Alpha Tau Medical Ltd.

    Raphi Levy, Chief Financial Officer, Alpha Tau Medical Ltd.

    Joshua G. Kiernan, Latham & Watkins LLP

    Nathan Ajiashvili, Latham & Watkins LLP

    Eyal Orgad, Latham & Watkins LLP

United States securities and exchange commission logo
April 29, 2022
Uzi Sofer
Chief Executive Officer
Alpha Tau Medical Ltd.
Kiryat HaMada St. 5
Jerusalem, Israel 9777605
Re:Alpha Tau Medical Ltd.
Registration Statement on Form F-1
Filed April 15, 2022
File No. 333-264306
Dear Mr. Sofer:
            We have limited our review of your registration statement to those issues we have
addressed in our comments.  In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Registration Statement on Form F-1
Cover Page
1.Disclose the price that the selling securityholders paid for the ordinary shares being
registered for resale.
2.Disclose the exercise price of the warrants compared to the market price of the underlying
ordinary shares. If the warrants are out the money, please disclose the likelihood that
warrant holders will not exercise their warrants. Provide similar disclosure in the
prospectus summary, risk factors, MD&A and use of proceeds section and disclose that
cash proceeds associated with the exercises of the warrants are dependent on the stock
price. As applicable, describe the impact on your liquidity and update the discussion on
the ability of your company to fund your operations on a prospective basis with your
current cash on hand.

 FirstName LastNameUzi Sofer
 Comapany NameAlpha Tau Medical Ltd.
 April 29, 2022 Page 2
 FirstName LastName
Uzi Sofer
Alpha Tau Medical Ltd.
April 29, 2022
Page 2
3.We note the significant number of redemptions of Class A common stock in connection
with your business combination and that the ordinary shares being registered for
resale will constitute a considerable percentage of your public float. Highlight the
significant negative impact sales of ordinary shares on this registration statement could
have on the public trading price of your ordinary shares.
Risk Factors, page 9
4.Include an additional risk factor highlighting the negative pressure potential sales
of shares pursuant to this registration statement could have on the public trading price of
the ordinary shares. To illustrate this risk, disclose the purchase price of the securities
being registered for resale and the percentage that these shares currently represent of the
total number of shares outstanding.
General
5.In light of the significant number of redemptions and the possibility that the company may
not receive significant proceeds from exercises of the warrants if there is a disparity
between the exercise price of the warrants and the trading price of the ordinary shares,
expand your disclosure in an appropriate location of your prospectus to address any
changes in the company’s liquidity position since the business combination. If the
company is likely to have to seek additional capital, discuss the effect of this offering on
the company’s ability to raise additional capital.
            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 Chris Edwards at 202-551-6761 or Tim Buchmiller at 202-551-3635
with any other questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Michael J. Rosenberg, Esq.

CORRESP
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CORRESP

 Alpha Tau Medical Ltd.

Kiryat HaMada St. 5

Jerusalem, Israel 9777605

January 11, 2022

 VIA EDGAR TRANSMISSION

 Division of Corporate Finance

 United States
Securities and Exchange Commission

 100 F Street, N.E.

Washington, D.C. 20549-6010

Attention:

Tracie Mariner

Daniel Gordon

David Gessert

Irene Paik

 Re:

Alpha Tau Medical Ltd.

Registration Statement on Form F-4 (File No. 333-258915)

Request for Acceleration of Effective Date

 Ladies and Gentlemen:

 In
accordance with Rule 461 under the Securities Act of 1933, as amended (the “Act”), we hereby request acceleration of the effective date of the Registration Statement on Form F-4, as amended (File No. 333-258915) (the “Registration Statement”) of Alpha Tau Medical Ltd. (the “Company”). We respectfully request that the Registration Statement become effective as of 4:00 p.m., Eastern
Time, on January 12, 2022, or as soon as practicable thereafter. In making this acceleration request, the Company acknowledges that it is aware of its responsibilities under the Act. Once the Registration Statement has been declared effective,
please orally confirm that event with our counsel, Latham & Watkins LLP, by calling Nathan Ajiashvili at (212) 906-2916.

Thank you for your assistance in this matter.

Very truly yours,

Alpha Tau Medical Ltd.

By:

 /s/ Raphi Levy

Name:

Raphi Levy

Title:

Chief Financial Officer

cc:

(via email)

Uzi Sofer, Chief Executive Officer, Alpha Tau Medical Ltd.

Nathan Ajiashvili, Latham & Watkins LLP

Joshua G. Kiernan, Latham & Watkins LLP

Eyal Orgad, Latham & Watkins LLP

Michael J. Rosenberg, Latham & Watkins LLP

CORRESP
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CORRESP

1271 Avenue of the Americas

New York, New York 10020-1401

Tel: +1.212.906.1200 Fax: +1.212.751.4864

www.lw.com

FIRM / AFFILIATE OFFICES

Austin

Moscow

Beijing

Munich

Boston

New York

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January 10, 2022

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Division of Corporation Finance

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Madrid

Washington, D.C.

Washington, D.C. 20549-6010

Milan

Attention:

Tracie Mariner

Daniel Gordon

David Gessert

Irene Paik

 Re:

Alpha Tau Medical Ltd.

Amendment No 3 to

Registration Statement on Form F-4

Filed on January 5, 2022

File No. 333-258915

 Ladies and Gentlemen:

On behalf of Alpha Tau Medical Ltd. (the “Company”), we submit this letter setting forth the responses of the Company
to the comments provided by the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) in its comment letter dated January 6, 2022 (“Comment
Letter”) with respect to the Amendment to the Registration Statement on Form F-4 filed with the Commission by the Company on January 5, 2022 (the “Amendment
No. 3”). Concurrently with the filing of this letter, the Company is hereby submitting the Amendment No. 4 to the Registration Statement on Form F-4 (“Amendment
No. 4”) through EDGAR.

 For reference purposes, the text of the Comment Letter has been
reproduced herein with responses below each numbered comment. Unless otherwise indicated, page references in the descriptions of the Staff’s comments refer to Amendment No. 3 and page references in the responses refer to Amendment No. 4.
Unless otherwise indicated, capitalized terms herein will have the meanings assigned to them in Amendment No. 4.

 Amendment No. 3 to
Registration Statement on Form F-4

 Management Following the Business Combination

Aggregate Compensation of Executive Officers and Directors, page 250

1.
 Please provide updated compensation disclosure for the last full financial year as required by
Item 6.B of Form 20-F.

 Response: The Company respectfully
acknowledges the Staff’s comment and has revised the disclosure on page 250 of Amendment No. 4.

*
 In cooperation with the Law Office of Salman M. Al-Sudairi

January 10, 2022

Page 2

 * * *

We hope the foregoing answers are responsive to your comments. Please do not hesitate to contact me by telephone at (212) 906-2916 with any questions or comments regarding this correspondence.

Very truly yours,

 /s/ Nathan Ajiashvili

 Nathan Ajiashvili of

 LATHAM & WATKINS
LLP

cc:

Uzi Sofer, Chief Executive Officer, Alpha Tau Medical Ltd.

Raphi Levy, Chief Financial Officer, Alpha Tau Medical Ltd.

Joshua G. Kiernan, Latham & Watkins LLP

Eyal Orgad, Latham & Watkins LLP

Michael J. Rosenberg, Latham & Watkins LLP

United States securities and exchange commission logo
January 6, 2022
Uzi Sofer
Chief Executive Officer
Alpha Tau Medical Ltd.
Kiryat HaMada St. 5
Jerusalem, Israel 9777605
Re:Alpha Tau Medical Ltd.
Amendment No. 3 to
Registration Statement on Form F-4
Filed January 5, 2022
File No. 333-258915
Dear Mr. Sofer:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our December 16, 2021 letter.
Amendment No. 3 to Registration Statement on Form F-4
Management Following the Business Combination
Aggregate Compensation of Executive Officers and Directors, page 250
1.Please provide updated compensation disclosure for the last full financial year as required
by Item 6.B of Form 20-F.

 FirstName LastNameUzi Sofer
 Comapany NameAlpha Tau Medical Ltd.
 January 6, 2022 Page 2
 FirstName LastName
Uzi Sofer
Alpha Tau Medical Ltd.
January 6, 2022
Page 2
            You may contact Tracie Mariner at 202-551-3744 or Daniel Gordon at 202-3486 if you
have questions regarding comments on the financial statements and related matters.  Please
contact David Gessert at 202-551-2326 or Suzanne Hayes at 202-551-3675 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Nathan Ajiashvili

CORRESP
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CORRESP

1271 Avenue of the Americas

New York, New York 10020-1401

Tel: +1.212.906.1200 Fax: +1.212.751.4864

www.lw.com

 FIRM / AFFILIATE OFFICES

Austin

Moscow

Beijing

Munich

Boston

New York

Brussels

Orange County

Century City

Paris

 December 27, 2021

VIA EDGAR

United States Securities and Exchange Commission

 Division of
Corporation Finance

 100 F Street, N.E.

 Washington, D.C.
20549-6010

Chicago

Riyadh

Dubai

San Diego

Düsseldorf

San Francisco

Frankfurt

Seoul

Hamburg

Shanghai

Hong Kong

Silicon Valley

Houston

Singapore

London

Tel Aviv

Los Angeles

Tokyo

Madrid

Washington, D.C.

Milan

 Attention:

David Gessert

 Irene Paik

Tracie Mariner

 Daniel Gordon

Re:
 Alpha Tau Medical Ltd.

Registration Statement on Form F-4

Filed on December 1, 2021

File No. 333-258915

Ladies and Gentlemen:

 On behalf of Alpha Tau
Medical Ltd. (the “Company”), we submit this letter setting forth the response of the Company to the comment provided by the staff (the “Staff”) of the Securities and Exchange Commission (the
“Commission”) in its comment letter dated December 16, 2021 (the “Comment Letter”) with respect to the Amendment to the Registration Statement on Form F-4
filed with the Commission by the Company on December 1, 2021 (the “Amendment No. 2”).

For reference purposes, the text of the Comment Letter has been reproduced herein with a responses below the numbered comment. Unless
otherwise indicated, page references in the descriptions of the Staff’s comments refer to Amendment No. 2. Unless otherwise indicated, capitalized terms herein will have the meanings assigned to them in Amendment No. 2.

 December 27, 2021

 Page
 2

 Amendment No. 2 to Registration Statement on Form F-4

 Risk Factors

 Risks Related to
HCCC’s Accounting of its Warrants, page 99

1.
 We note your disclosure stating that after consultation with its advisors, HCCC’s management and its
audit committee concluded that it was appropriate to restate its previously issued financial statements included in its quarterly reports on Form 10-Q for the quarterly periods ended March 31, 2021 and
June 30, 2021, filed on June 1, 2021 and August 17, 2021, respectively, as a result of an error identified in the classification of Class A common stock. Please tell us your plans for filing amendments to
HCCC’s Form 10-Q’s for the fiscal quarters ended March 31, 2021 and June 30, 2021.

Response: The Company acknowledges the Staff’s comment and informs the staff that during the preparation of HCCC’s quarterly
report on Form 10-Q for the quarterly period ended September 30, 2021 (the “Q3 Report”), HCCC’s management, in consultation with its audit committee, identified certain errors
in HCCC’s historical financial statements where, at the closing of HCCC’s initial public offering in January 2021, and in its subsequent financial statements, HCCC improperly classified a portion of its Class A common shares that are
subject to possible redemption as permanent instead of temporary equity instruments. HCCC had previously determined that the Class A common stock subject to possible redemption was equal to the redemption value of $10.00 per share of
Class A common stock while also taking into consideration that the redemption cannot result in net tangible assets being less than $5,000,001. As a result, HCCC’s management determined that the Class A common stock issued during
HCCC’s initial public offering can be redeemed or become redeemable subject to the occurrence of future events that are not within HCCC’s sole control. Therefore, HCCC’s management concluded that all of HCCC’s Class A common
shares that are subject to possible redemption should be classified as temporary equity instruments carried at their redemption value.

 On
Friday, November 12, 2021, HCCC’s independent registered public accounting firm (the “Auditor”) advised certain of its SPAC clients, law firms and consultants that on Wednesday, November 10, the Auditor’s
National Office received a communication from the Chief Accountant’s Office of the Commission’s Division of Corporation Finance, which communicated to HCCC what the Staff’s expectations of SPAC registrants were in order to correct the
above noted reporting errors. As communicated by the Auditor, the Commission expected SPAC registrants to:

1.
 Reevaluate their conclusions as to whether the qualitative factors are sufficient to overcome the
quantitatively material errors, and if not, they should restate their historical financials beginning from the IPO date and for each reporting period thereafter. Additionally, they should reevaluate their conclusions in Item 4 in their subsequent
quarterly reports on Form 10-Q as to whether the material error is indicative that the deficiency should be considered a material weakness and not a significant deficiency; and

2.
 If it was determined that the financial statements should be restated, file a Form 8-K under Item 4.02 to (i) indicate non-reliance on the SPAC’s previously issued financial statements, (ii) include the fact that the SPAC planned to restate
its financial statements and (iii) disclose the fact that due to the material error there was a material weakness in internal control over financial reporting in all prior reporting periods.

In communicating the above, the Auditor noted that for one SPAC that consummated their initial public offering in 2021, the Staff provided an
accommodation so that such registrant could file Form 8-K and report under Item 4.02 that the previously issued interim financial statements containing errors should no longer be relied upon and report the
restated financial information for all prior periods within the Q3 Report and will not be required to amend each of their previously filed reports on Form 10-Q for the periods ended March 31, 2021 and
June 30, 2021, respectively (together, the “Prior Reports”).

 December 27, 2021

 Page
 3

 HCCC has also been informed by the Auditor that even with the Staff’s accommodation,
each SPAC must evaluate its own unique facts and circumstances and reporting obligations to determine the availability of such accommodation.

HCCC’s management discussed this issue at length with its audit committee, its legal and financial advisors and the Auditor, taking into
account, among other things, the November 12 communication regarding the SEC’s accommodation for a SPAC that consummated its IPO in 2021. Based on these discussions, HCCC filed a Form 8-K under Item
4.02 on November 15, 2021 to disclose to investors that the financial statements contained in the Prior Reports should no longer be relied upon. In addition, HCCC determined when evaluating the necessary procedures required to be followed in
correcting a material error in its previously filed financial statements that it would be appropriate to include an extensive restatement footnote in the Q3 Report rather than filing amendments to the Prior Reports.

This determination by HCCC was based on a multitude of factors, including (i) the effect of the restatement on a very limited number of
lines in the financial statements, (ii) the fact that there were no existing audited annual financial statements which would require restatement, (iii) the limited impact on only two interim quarterly financial statements and (iv) the
fact that the impacted balance sheets do not appear in any of HCCC’s reports on a go forward basis. Such extensive restatement footnote included information on all restated amounts as of and for the three months ended March 31, 2021 and as
of and for the three and six months ended June 30, 2021. This information was principally the same as what would be included in amended Form 10-Q’s for these periods. As such, HCCC’s management
believes that disclosure in the Q3 Report related to the restatements was adequate and appropriate, and consistent with the Auditor’s November 12, 2021 communication and discussions with the Staff, as well as the SEC’s subsequent
grant of accommodations to other companies that also consummated their IPO in 2021 and filed registration statements on Form S-4 or F-4.

In light of the foregoing, prior to filing the Q3 Report HCCC believed, and HCCC continues to believe, that the use of the Q3 Report to
disclose all restatement information for prior periods was an acceptable alternative to amending the Prior Reports and does not plan to file any amendments to the Prior Reports at this time.

* * *

 We hope the foregoing
answers are responsive to your comments. Please do not hesitate to contact me by telephone at (212) 906-2916 with any questions or comments regarding this correspondence.

Very truly yours,

 /s/ Nathan Ajiashvili

 Nathan Ajiashvili

 of LATHAM & WATKINS
LLP

cc:
 Uzi Sofer, Chief Executive Officer, Alpha Tau Medical Ltd.

Raphi Levy, Chief Financial Officer, Alpha Tau Medical Ltd.

Joshua G. Kiernan, Latham & Watkins LLP

Eyal Orgad, Latham & Watkins LLP

Michael J. Rosenberg, Latham & Watkins LLP

United States securities and exchange commission logo
December 16, 2021
Uzi Sofer
Chief Executive Officer
Alpha Tau Medical Ltd.
Kiryat HaMada St. 5
Jerusalem, Israel 9777605
Re:Alpha Tau Medical Ltd.
Amendment No. 2 to Registration Statement on Form F-4
Filed December 1, 2021
File No. 333-258915
Dear Mr. Sofer:
            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 November 11, 2021 letter.
Amendment No. 2 to Registration Statement on Form F-4
Risk Factors
Risks Related to HCCC's Accounting of its Warrants, page 99
1.We note your disclosure stating that after consultation with its advisors, HCCC’s
management and its audit committee concluded that it was appropriate to restate its
previously issued financial statements included in its quarterly reports on Form 10-Q for
the quarterly periods ended March 31, 2021 and June 30, 2021, filed on June 1, 2021 and
August 17, 2021, respectively, as a result of an error identified in the classification of
Class A common stock.  Please tell us your plans for filing amendments to HCCC's Form
10-Q's for the fiscal quarters ended March 31, 2021 and June 30, 2021.

 FirstName LastNameUzi Sofer
 Comapany NameAlpha Tau Medical Ltd.
 December 16, 2021 Page 2
 FirstName LastName
Uzi Sofer
Alpha Tau Medical Ltd.
December 16, 2021
Page 2
            You may contact Tracie Mariner at 202-551-3744 or Daniel Gordon at 202-3486 if you
have questions regarding comments on the financial statements and related matters.  Please
contact David Gessert at 202-551-2326 or Suzanne Hayes at 202-551-3675 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Nathan Ajiashvili

CORRESP
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Attention:

Tracie Mariner

Daniel Gordon

David Gessert

Irene Paik

Re:

Alpha Tau Medical Ltd.

Registration Statement on Form F-4

Filed on October 18, 2021

File No. 333-258915

 Ladies and Gentlemen:

On behalf of Alpha Tau Medical Ltd. (the “Company”), we submit this letter setting forth the responses of the Company
to the comments provided by the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) in its comment letter dated November 11, 2021 (the “Comment
Letter”) with respect to the Amendment to the Registration Statement on Form F-4 filed with the Commission by the Company on October 18, 2021 (the “Amendment
No. 1”). Concurrently with the filing of this letter, the Company is hereby submitting the Amendment No. 2 to the Registration Statement (the “Amendment
No. 2”) through EDGAR.

 For reference purposes, the text of the Comment Letter has been
reproduced herein with responses below each numbered comment. Unless otherwise indicated, page references in the descriptions of the Staff’s comments refer to the Registration Statement and page references in the responses refer to Amendment
No. 2. Unless otherwise indicated, capitalized terms herein will have the meanings assigned to them in Amendment No. 2.

 Amendment
No. 1 to Registration Statement on Form F-4

 Cover Page

1.
 We note the revisions you made on the cover page and page 4, under “Merger Consideration,” in
response to prior comments 1 and 10, respectively, with respect to the sponsor’s total potential ownership interest in the combined company following the completion of the business combination. Please revise to include the 1.4% potential
ownership interest attributable to sponsor’s conditional equity interest in the total percentage of Alpha Tau ordinary shares he is expected to own.

 December 1, 2021

 Page
 2

 Response: The Company respectfully acknowledges the Staff’s comment and has
revised the cover page and pages 4, 18 and 228 of Amendment No. 2.

 Industry and Market Data, page iii

2.
 We note the revisions you made on page iii in response to prior comment 3. We further note you assume
liability for the accuracy and completeness of the market and industry information included in your registration statement but appear to disclaim liability for an investor’s reliance on such information because you have not independently
verified the market and industry data. Please note that you are responsible for the entire content of the registration statement. Please revise your disclosure to remove any implication that you are not responsible for assessing the reasonableness
and soundness of the market data and industry statistics included in your disclosures.

 Response: The Company
respectfully acknowledges the Staff’s comment and has revised page iii of Amendment No. 2.

 Summary, page 1

3.
 We note the revisions made in response to prior comment 8 and we reissue the comment. Please revise
throughout to remove any inference regarding regulatory approval or the safety, tolerability and efficacy of your product candidates or explain to us why these statements are appropriate given the stage of your product candidates. We note, by way of
example, the statements that your Alpha DaRT technology is being developed “as a highly potent, yet uniquely conformal” therapy on page 1 and elsewhere in the prospectus and that you expect your recently granted Breakthrough Device
Designations for the use of Alpha DaRT in treating SCC of the skin and oral cavity without curative standard of care and in treating recurrent Glioblastoma Multiforme as an adjunct to standard medical therapies or as a standalone therapy
after standard medical therapies have been exhausted will support priority review of potential marketing applications in the U.S. as well as additional reimbursement pathways in these indications.

Response: The Company respectfully acknowledges the Staff’s comment and has revised pages 1, 2, 142, 151-155, 158, 166, 167,
182-185 and 208-209 of Amendment No. 2.

4.
 We note your response to prior comment 9 and we reissue the comment. Complete response is an important
endpoint evidencing clinical benefit. To the extent known, please also disclose the complete response rate observed in your clinical trials involving superficial lesions where the Alpha DaRT treatment has been administered to over 90 lesions.

 Response: The Company respectfully acknowledges the Staff’s comment and has revised pages 1, 2, 142,
143, 151, 152, 161, 164, and 175 of Amendment No. 2 to disclose the complete response rate observed in the Company’s clinical trials involving superficial lesions.

 December 1, 2021

 Page
 3

 Background of the Business Combination, page 112

5.
 We note the revisions you made in response to prior comments 17 and 19. Please expand your disclosure on
page 115 to describe the valuation of publicly traded companies that also use alpha radiation or device-based therapies that the HCCC board of directors considered. Investors should have access to such valuation analysis in addition to
your reasons for not relaying on it. Further, with reference to your disclosure on page 116, expand to describe the factors accounting for the difference between the $600 million pre-money valuation
of Alpha Tau and minimum cash condition of $150 million proposed by HCCC’s board and the $644 million pre-money valuation of Alpha Tau and minimum cash requirement to $280 million
proposed by Alpha Tau’s board.

 Response: The Company respectfully acknowledges the Staff’s
comment and has revised pages 115 and 116 of Amendment No. 2.

6.
 We note the revisions you made in response to prior comment 18. Please expand your disclosure on page 117 to
discuss how the need to obtain additional financing, including the PIPE Investment, and the terms of the PIPE transactions were determined.

Response: The Company respectfully acknowledges the Staff’s comment and has revised pages 117 and 118 of Amendment No. 2.

Conditions to Closing of the Transaction, page 134

7.
 We note your response to prior comment 20. Please revise your disclosure under this heading to specifically
identify each condition that is legally permitted to be waived and the party who may waive such condition.

Response: The Company respectfully acknowledges the Staff’s comment and has revised pages
136-138 of Amendment No. 2.

 Our Commercialization Strategies, page 185

8.
 We note your response to prior comment 22 and reissue the comment. We further note that Meir Jakobsohn, a
director of yours, is the Chief Executive Officer and chairman of the board of directors of Medison Pharma Ltd. Please expand your disclosure to describe the material terms of the arrangements with Medison Pharma Ltd. and its
affiliates to lead the potential commercialization of the Alpha DaRT in Canada and Israel and file the agreements as exhibits to your registration statement. Alternatively, provide an analysis supporting your beliefs that Item
601(b)(10)(ii)(A) and (B) do not apply. With respect to your analysis of Item 601(b)(ii)(B), please address the fact that the Medison Pharma agreement relates to a sales and marketing agreement in the only jurisdiction in which you currently
have marketing approval and any provisions in the agreements relating to the timing of any sales and marketing efforts.

Response: The Company respectfully acknowledges the Staff’s comment and respectfully advises the Staff that it believes that the
arrangements with Medison Pharma Ltd. (“Medison”) and its affiliates with respect to the distribution of the Alpha DaRT in Canada and Israel (the “Medison Term Sheets”) are not required to be filed as material contracts under
Item 601(b)(10) of Regulation S-K.

 Item 601(b)(10)(ii) of Regulation S-K requires that contracts, even if made in the ordinary course of business, be filed as exhibits to a registration statement, in a number of circumstances, including situations where such contracts are (A)
“contract[s] to which directors, officers,

 December 1, 2021

 Page
 4

promoters, voting trustees, security holders named in the registration statement or report, or underwriters . . . are parties” or (B) “[a] contract upon which the registrant’s
business is substantially dependent,” except where such contracts are “immaterial in amount or significance.”

 The Company
advises the Staff that it believes that Medison Term Sheets do not require filing under Item 601(b)(10)(ii) of Regulation S-K because they are (i) the kind of contract that ordinarily accompanies the
Company’s business and are (ii) immaterial in amount and significance to the Company.

 The Company respectfully advises the Staff
that the Medison Term Sheets were entered into in the ordinary course of business. In a number of non-core markets, the Company does not intend to distribute its products, if approved, by itself, and thus, as
part of its routine and ordinary operations, intends to enter into numerous distribution agreements in various jurisdictions throughout the world related to the potential commercialization of the Alpha DaRT. Additionally, the Company notes that
contracts for the distribution of products are the kinds of contracts that regularly accompany similar businesses.

 The Company
respectfully submits that the Medison Term Sheets are both (i) immaterial in significance and (ii) not contracts upon which the Company’s business is substantially dependent. While the Medison Term Sheets provide a framework for
potential distribution arrangements in Canada and Israel, the Company does not view its business as substantially dependent on those arrangements. Neither of these jurisdictions are material (or priority) with regards to the Company’s overall
commercialization plans. The Company did indeed receive marketing approval for the Alpha DaRT in Israel in August 2020 for the treatment of SCC of the skin or oral cavity. However, as disclosed on page 186 of Amendment No. 2, the Company is not
currently pursuing, nor does it intend to pursue, commercialization of the Alpha DaRT in Israel or Canada in the near future, as evidenced by the lack of any commercialization efforts (including a lack of efforts to negotiate and enter into a
definitive distribution agreement with Medison) in Israel since receiving such marketing authorization in August 2020. Based on the Company’s current plans, the earliest timeframe in which the Company would consider commercializing the Alpha
DaRT in Canada and/or Israel is multiple years away and would only follow the receipt of marketing authorization and third-party payor coverage and reimbursement in the United States, which the Company views as its primary market, as disclosed on
page 186 of Amendment No. 2. The Company is choosing to prioritize commercialization in the United States over other markets due to potential size of the addressable market in the United States as compared to other markets.

Further, the Medison Term Sheets were entered into a number of years ago and, while they do contain some commercial terms, they are not
comprehensive and are meant to simply lay out the framework for the Company to negotiate definitive business terms with Medison at a future uncertain date, once the Company has determined to actively pursue commercialization in Israel or Canada, as
the case may be. In further demonstrating that the Medison Term Sheets are immaterial and not a substantial dependency for the Company’s business, the Company notes to the Staff in particular that the Medison Term Sheet with respect to Israel
was signed in 2016, and while more than five years have passed since then, and the Company has received marketing approval for the Alpha DaRT in Israel in August 2020 for the treatment of SCC of the skin or oral cavity, no efforts have been made to
negotiate and enter into a definitive distribution agreement with Medison nor have any commercialization efforts in Israel been initiated.

 December 1, 2021

 Page
 5

 As such, the company views the Medison Term Sheets as being both “immaterial in amount
or significance” to the Company and not of the type which the Company’s business is “substantially dependent” on and thus not required to be filed under Item 601(b)(10)(ii)(B) of Regulation
S-K.

 Further, while the Company acknowledges that Meir Jakobsohn, a director of the
Company, is the Chief Executive Officer and chairman of the board of directors of Medison Pharma Ltd, and Item 601(b)(10)(ii)(A) generally requires the filing of, “Any contract to which directors, officers, promoters, voting trustees,
security holders named in the registration statement or report, or underwriters . . . are parties”, even when made in the ordinary course of business (as the Medison Term Sheets were), because the Medison Term Sheets are immaterial in
significance to the Company for the reasons described above, the Company respectfully submits to the Staff that the Medison Term Sheets are thus not required to be filed under Item 601(b)(10)(ii)(A) of Regulation
S-K either.

9.
 We note your revisions in response to prior comment 25. Please revise to address the following:

•

 Noting your disclosure on page 269 that your material tax considerations disclosure “assumes that
Alpha Tau will not be treated as a U.S. corporation for U.S. federal income tax purposes under Section 7874 of the Code,” revise to provide counsel’s opinion as to whether Alpha Tau will be treated as a U.S. or a foreign
corporation under Section 7874;

•

 With reference to your disclosure in two places on page 270 under “Tax Consequences of the Business
Combination Under Section 368(a) of the Code” that securityholders “are urged to consult their tax advisors” regarding the tax effect of the transactions. Such statement appears to be an inappropriate disclaimer as
investors are entitled to rely on the opinion expressed. Please remove the statement; and

•

 Under “Passive Foreign Investment Company Rules,” disclose whether Alpha Tau believes it will be a
PFIC in 2021, or advise. If Alpha Tau does believe it is likely a PFIC in 2021, revise so that the disclosure/opinion concerning the tax consequences under “U.S. Federal Income Tax Considerations of Ownership and Disposition of Alpha
Tau Ordinary Shares and Alpha Tau Warrants” is not subject to the PFIC rules or Alpha Tau’s not being treated as a PFIC as disclosed on page 274.

Additionally, revise the Q&A, Summary and Risk Factors sections accordingly. Refer to Section III of Staff Legal Bulletin
No. 19.

 Response: The Company respectfully acknowledges the Staff’s comment and advises the Staff that the inquiry as
to whether the application of Section 7874 of the Code will cause the Company to be treated as a U.S. corporation for U.S. federal income tax purposes is highly fact-intensive, and whether the ownership test has been satisfied can only be
finally determined after completion of the business combination, by which time there may have occurred adverse changes to the relevant facts and circumstances. Nevertheless, the Company has performed an analysis as to the

 December 1, 2021

 Page
 6

Section 7874 consequences of the business combination, based on which the Company expects that it will not be treated as a U.S. corporation. The disclosure beginning on pages 269 and 270 of
Amendment No. 2 in the section

United States securities and exchange commission logo
November 11, 2021
Uzi Sofer
Chief Executive Officer
Alpha Tau Medical Ltd.
Kiryat HaMada St. 5
Jerusalem, Israel 9777605
Re:Alpha Tau Medical Ltd.
Amended Registration Statement on Form F-4
Filed October 18, 2021
File No. 333-258915
Dear Mr. Sofer:
            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 September 23, 2021 letter.
Amendment No. 1 to Registration Statement on Form F-4
Cover Page
1.We note the revisions you made on the cover page and page 4, under "Merger
Consideration," in response to prior comments 1 and 10, respectively, with respect to the
sponsor's total potential ownership interest in the combined company following the
completion of the business combination.  Please revise to include the 1.4% potential
ownership interest attributable to sponsor's conditional equity interest in the total
percentage of Alpha Tau ordinary shares he is expected to own.
Industry and Market Data, page iii
2.We note the revisions you made on page iii in response to prior comment 3.  We further

 FirstName LastNameUzi Sofer
 Comapany NameAlpha Tau Medical Ltd.
 November 11, 2021 Page 2
 FirstName LastNameUzi Sofer
Alpha Tau Medical Ltd.
November 11, 2021
Page 2
note you assume liability for the accuracy and completeness of the market and industry
information included in your registration statement but appear to disclaim liability for an
investor's reliance on such information because you have not independently verified the
market and industry data.  Please note that you are responsible for the entire content of the
registration statement.  Please revise your disclosure to remove any implication that you
are not responsible for assessing the reasonableness and soundness of the market data and
industry statistics included in your disclosures.
Summary, page 1
3.We note the revisions made in response to prior comment 8 and we reissue the
comment.  Please revise throughout to remove any inference regarding regulatory
approval or the safety, tolerability and efficacy of your product candidates or explain to us
why these statements are appropriate given the stage of your product candidates.  We
note, by way of example, the statements that your Alpha DaRT technology is being
developed  "as a highly potent, yet uniquely conformal" therapy on page 1 and elsewhere
in the prospectus and that you expect your recently granted Breakthrough Device
Designations for the use of Alpha DaRT in treating SCC of the skin and oral cavity
without curative standard of care and in treating recurrent Glioblastoma Multiforme as an
adjunct to standard medical therapies or as a standalone therapy after standard medical
therapies have been exhausted will support priority review of potential marketing
applications in the U.S. as well as additional reimbursement pathways in these indications.
4.We note your response to prior comment 9 and we reissue the comment.  Complete
response is an important endpoint evidencing clinical benefit.  To the extent known,
please also disclose the complete response rate observed in your clinical trials involving
superficial lesions where the Alpha DaRT treatment has been administered to over 90
lesions.
Background of the Business Combination, page 112
5.We note the revisions you made in response to prior comments 17 and 19.  Please expand
your disclosure on page 115 to describe the valuation of publicly traded companies that
also use alpha radiation or device-based therapies that the  HCCC board of directors
considered.  Investors should have access to such valuation analysis in addition to your
reasons for not relaying on it. Further, with reference to your disclosure on page 116,
expand to describe the factors accounting for the difference between the $600 million pre-
money valuation of Alpha Tau and minimum cash condition of $150 million proposed by
HCCC's board and the $644 million pre-money valuation of Alpha Tau and minimum
cash requirement to $280 million proposed by Alpha Tau's board.
6.We note the revisions you made in response to prior comment 18.  Please expand your
disclosure on page 117 to discuss how the need to obtain additional financing, including
the PIPE Investment, and the terms of the PIPE transactions were determined.
Conditions to Closing of the Transaction, page 134

 FirstName LastNameUzi Sofer
 Comapany NameAlpha Tau Medical Ltd.
 November 11, 2021 Page 3
 FirstName LastNameUzi Sofer
Alpha Tau Medical Ltd.
November 11, 2021
Page 3
7.We note your response to prior comment 20.  Please revise your disclosure under this
heading to specifically identify each condition that is legally permitted to be wiaved and
the party who may waive such condition.
Our Commercialization Strategies, page 185
8.We note your response to prior comment 22 and reissue the comment.  We further note
that Meir Jakobsohn, a director of yours, is the Chief Executive Officer and chairman of
the board of directors of Medison Pharma Ltd.  Please expand your disclosure to describe
the material terms of the arrangements with Medison Pharma Ltd. and its affiliates to lead
the potential commercialization of the Alpha DaRT in Canada and Israel and file the
agreements as exhibits to your registration statement.  Alternatively, provide an analysis
supporting your beliefs that Item 601(b)(10)(ii)(A) and (B) do not apply. With respect to
your analysis of Item 601(b)(ii)(B), please address the fact that the Medison Pharma
agreement relates to a sales and marketing agreement in the only jurisdiction in which you
currently have marketing approval and any provisions in the agreements relating to the
timing of any sales and marketing efforts.
Certain Material U.S. Federal Income Tax Considerations, page 266
9.We note your revisions in response to prior comment 25.  Please revise to address he
following:
•Noting your disclosure on page 269 that your material tax considerations disclosure
"assumes that Alpha Tau will not be treated as a U.S. corporation for U.S. federal
income tax purposes under Section 7874 of the Code," revise to provide counsel's
opinion as to whether Alpha Tau will be treated as a U.S. or a foreign corporation
under Section 7874;
•With reference to your disclosure in two places on page 270 under "Tax
Consequences of the Business Combination Under Section 368(a) of the Code" that
securityholders "are urged to consult their tax advisors" regarding the tax effect of the
transactions.  Such statement appears to be an inappropriate disclaimer as investors
are entitled to rely on the opinion expressed.  Please remove the statement; and
•Under "Passive Foreign Investment Company Rules," disclose whether Alpha Tau
believes it will be a PFIC in 2021, or advise.  If Alpha Tau does believe it is likely
a PFIC in 2021, revise so that the disclosure/opinion concerning the tax consequences
under "U.S. Federal Income Tax Considerations of Ownership and Disposition of
Alpha Tau Ordinary Shares and Alpha Tau Warrants" is not subject to the PFIC rules
or Alpha Tau's not being treated as a PFIC as disclosed on page 274.
Additionally, revise the Q&A, Summary and Risk Factors sections accordingly.  Refer to
Section III of Staff Legal Bulletin No. 19.
            You may contact Tracie Mariner at 202-551-3744 or Daniel Gordon at 202-3486 if you
have questions regarding comments on the financial statements and related matters.  Please
contact David Gessert at 202-551-2326 or Suzanne Hayes at 202-551-3675 with any other

 FirstName LastNameUzi Sofer
 Comapany NameAlpha Tau Medical Ltd.
 November 11, 2021 Page 4
 FirstName LastName
Uzi Sofer
Alpha Tau Medical Ltd.
November 11, 2021
Page 4
questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Nathan Ajiashvili

CORRESP
1
filename1.htm

CORRESP

 1271 Avenue of the Americas

New York, New York 10020-1401

Tel: +1.212.906.1200 Fax: +1.212.751.4864

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FIRM / AFFILIATE OFFICES

Austin

Milan

Beijing

Moscow

Boston

Munich

Brussels

New York

Century City

Orange County

October 18, 2021

Chicago

Paris

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Düsseldorf

San Diego

VIA EDGAR

Frankfurt

San Francisco

Hamburg

Seoul

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Shanghai

United States Securities and Exchange Commission

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London

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Los Angeles

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Madrid

Washington, D.C.

Attention:

Tracie Mariner

Daniel Gordon

David Gessert

Irene Paik

Re:

Alpha Tau Medical Ltd.

Registration Statement on Form F-4

Filed on August 19, 2021

File No. 333-258915

 Ladies and Gentlemen:

On behalf of Alpha Tau Medical Ltd. (the “Company”), we submit this letter setting forth the responses of the Company
to the comments provided by the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) in its comment letter dated September 23, 2021 (the “Comment
Letter”) with respect to the Registration Statement on Form F-4 filed with the Commission by the Company on August 19, 2021 (the “Registration Statement”).
Concurrently with the filing of this letter, the Company is hereby submitting the Amendment No. 1 to the Registration Statement (the “Amended Registration Statement”) through EDGAR.

For reference purposes, the text of the Comment Letter has been reproduced herein with responses below each numbered comment. Unless otherwise
indicated, page references in the descriptions of the Staff’s comments refer to the Registration Statement and page references in the responses refer to the Amended Registration Statement. Unless otherwise indicated, capitalized terms herein
will have the meanings assigned to them in the Amended Registration Statement.

 Registration Statement on Form
F-4

 Cover Page

1.
 Please revise the cover page of your proxy statement/prospectus to disclose the following, and make
conforming changes throughout your registration statement as applicable:

•

 the pre-money equity value of Alpha Tau Medical Ltd.;

•

 the number of shares the Alpha Tau warrants will be exercisable for assuming no adjustments are
necessary;

 October 18, 2021

 Page
 2

•

 the right of shareholders to redeem their shares and provide a cross reference to the section(s) of the
proxy/prospectus which explain the applicable process; and

•

 the percentage of Alpha Tau capital stock, and aggregate voting power, that HCCC’s public
shareholders, the Sponsor, PIPE Investors, and Alpha Tau’s shareholders are expected to hold immediately following the closing of the business combination; and

•

 the trading price of shares of Healthcare Capital Corp.’s common stock immediately before the
announcement of the business combination and as of the latest most practicable date.

 Response: The
Company respectfully acknowledges the Staff’s comment and has revised the cover page of the proxy statement/prospectus in the Amended Registration Statement.

2.
 You state on the cover page that it is a condition of the consummation of the Transactions that the Alpha
Tau ordinary shares and Alpha Tau warrants are approved for listing on Nasdaq. However, you also state in the same paragraph that there can be no assurance that Alpha Tau’s securities will be listed on Nasdaq. Please reconcile your disclosure
here and on page vii to clarify whether it is a condition to closing that Alpha Tau ordinary shares and Alpha Tau warrants are listed on Nasdaq.

Response: The Company respectfully acknowledges the Staff’s comment and has revised the cover page of the proxy
statement/prospectus and pages vii, ix and xii of the Amended Registration Statement.

 Industry and Market Data, page iii

3.
 You state that you have not verified any third party information nor has your data been verified by any
independent source. Please note that you are responsible for the entire content of the registration statement. Please revise your disclosure to remove any implication that you are not responsible for assessing the reasonableness and soundness of the
market data and industry statistics included in your disclosures. Further, we note your disclosure in the last risk factor on page 92, “The projections and forecasts presented in this proxy statement/prospectus may not be an
indication of the actual results,” that certain projections and forecasts “may be inaccurate and should not be relied upon as an indicator of actual past or future results.” Please remove or revise this statement as
you may not disclaim responsibility for the information presented in your registration statement.

 Response:
The Company respectfully acknowledges the Staff’s comment and has revised pages iii and 93 of the Amended Registration Statement.

Questions And Answers About The Business Combination And The Special Meeting

Q: What interests do the Sponsor and the current officers and directors of HCCC have in the Business Combination?, page x

4.
 Please expand your disclosure here to clarify if the HCCC sponsor and its affiliates can earn a positive
rate of return on their investment, even if other HCCC shareholders experience a negative rate of return in the post-business combination company. In addition, please specify that the Sponsor may be incentivized to complete an acquisition of a less
favorable target company or on terms less favorable to shareholders rather than liquidate. Please also highlight this information in your Summary discussion, risk factors and elsewhere as applicable.

 October 18, 2021

 Page
 3

 Response: The Company respectfully acknowledges the Staff’s comment and has
revised pages xiv, 11, 90, 109, and 121 of the Amended Registration Statement.

5.
 Please expand your disclosure regarding Dr. Milch’s family investment trusts’ ownership
interest in Alpha Tau. Disclose the approximate dollar value of the interest based on the transaction value and recent trading prices as compared to the price paid..

Response: The Company respectfully acknowledges the Staff’s comment and has revised pages xv, 11, 109 and 122 of the Amended
Registration Statement.

6.
 HCCC’s charter waived the corporate opportunities doctrine. Please address this potential conflict of
interest and whether it impacted your search for an acquisition target.

 Response: The Company respectfully
acknowledges the Staff’s comment and has revised pages xv and 122 of the Amended Registration Statement.

 Summary

The Parties to the Business Combination, page 1

7.
 Please provide context to your disclosure that you have received marketing approval for Alpha DaRT in Israel
for the treatment of SCC of the skin or oral cavity by stating, as you do on page 150, that you anticipate pursuing marketing authorization and commercialization of Alpha DaRT technology first in the United States before other key markets, including
Israel, notwithstanding your existing marketing approval in Israel. Please also disclose when you received marketing approval in Israel..

Response: The Company respectfully acknowledges the Staff’s comment and has revised pages 1 and 148 of the Amended Registration
Statement.

8.
 Please revise throughout to remove any inference regarding regulatory approval or the safety, tolerability
and efficacy of your product candidates or explain to us why these statements are appropriate given the stage of your product candidates. We note, by way of example, the statements that your Alpha DaRT technology is “highly
potent, yet uniquely conformal” on page 1 and elsewhere in the prospectus and that you expect your recently granted Breakthrough Device Designation for the use of Alpha DaRT in treating SCC of the skin and oral cavity without
curative standard of care will support expedited U.S. regulatory and reimbursement pathways in this indication.

Response: The Company respectfully acknowledges the Staff’s comment and has revised pages 1, 2, 139, 140, 148, 149 and 161 of the
Amended Registration Statement.

9.
 We note that in over 80 lesions treated, you observed an overall response rate of 92%. Please also disclose
the complete response rate to the extent known.

 Response: The Company respectfully acknowledges the
Staff’s comment and respectfully notes that it does not believe that the complete response rate is a relevant metric to disclose with

 October 18, 2021

 Page
 4

regards to the lesions treated with the Alpha DaRT. The Company would like to point out to the Staff that, in discussions with various regulators worldwide, the essential criteria discussed and
requested by such regulators that will be relevant in making a decision on a marketing application is nearly always overall response rate, which is defined as the proportion of patients who show a partial or complete response to therapy, per RECIST
criteria, meaning the proportion of patients who show at least a 30% decrease in the sum of the longest diameters of target lesions, taking as reference the baseline sum diameters. RECIST criteria, by their very definition, require categorizing a
response into one of a few categories (complete response, partial response, stable disease or progressive disease) but the Company expects that any decision on a marketing application will depend on the overall response rate observed in clinical
trials, to include more than just complete response rate, and thus the overall response rate – rather than complete response rate – is the metric that Company focuses on.

Merger Consideration, page 3

10.
 Here and elsewhere, as applicable, please disclose the sponsor and its affiliates’ total potential
ownership interest in the combined company, assuming exercise and conversion of all securities.

 Response: The
Company respectfully acknowledges the Staff’s comment and has revised pages x, xi, and 4 of the Amended Registration Statement.

 Summary Risk
Factors, page 13

11.
 With reference to your disclosure on page 20, please expand your first summary risk factor to disclose that
you have not generated any revenue to date.

 Response: The Company respectfully acknowledges
the Staff’s comment and has revised pages 13 and 20 of the Amended Registration Statement.

 Proposal One—The Business Combination Proposal

 Background of the Business Combination, page 111

12.
 Please describe the selection criteria HCCC used to identify the 75 potential target businesses it
considered. Explain how HCCC eliminated targets and decided to proceed with Company A and Company B.

Response: The Company respectfully acknowledges the Staff’s comment and has revised pages 112—114 of the Amended Registration
Statement.

13.
 Please revise your discussion to specify the dates that: (i) representatives of HCCC commenced an
active search for prospective acquisition targets, (ii) HCCC’s officers and directors ultimately identified and evaluated over 75 potential target businesses, (iii) HCCC started conducting due diligence on Companies A and B,
(iv) HCCC communicated with Companies A and B, (v) HCCC conducted internal meetings to discuss Companies A and B, and (vi) when HCCC determined not to pursue transactions with Companies A and B.

Response: The Company respectfully acknowledges the Staff’s comment and has revised pages 112—114 of the Amended Registration
Statement.

 October 18, 2021

 Page
 5

14.
 With reference to your disclosure on page 113 concerning Alpha Tau’s preparations for an initial public
offering in the U.S., please revise here or elsewhere, as appropriate, to discuss how and why Alpha Tau became interested in a SPAC merger as opposed to a more traditional IPO transaction.

Response: The Company respectfully acknowledges the Staff’s comment and has revised page 116 of the Amended Registration Statement.

15.
 Please expand to identify the key assumptions related to Alpha Tau’s serviceable addressable market,
the timeframes for potential regulatory approvals, and likely revenue to be earned per therapy referenced at the top of page 114.

Response: The Company respectfully acknowledges the Staff’s comment and has revised page 115 of the Amended Registration Statement.

16.
 Please revise page 114 to disclose the material terms proposed in the
non-binding LoI and discuss how the terms changed during the course of the negotiations. Please also identify any meetings where Dr. Milch’s board seat was discussed and identify the party that
initiated this discussion.

 Response: The Company respectfully acknowledges the Staff’s comment and has
revised page 115 of the Amended Registration Statement.

17.
 We note your disclosure on page 114 concerning the advisors HCCC engaged to assist it in evaluating Alpha
Tau. Please expand to disclose the basis for the board determining it was not necessary to also engage an independent financial advisor to provide a fairness opinion for the business combination. Further, discuss how the HCCC board determined the
$600 million pre-money enterprise value of Alpha Tau and describe what information it relied upon, including any valuations or analysis that were prepared. In this regard we note your disclosure on page
117 that the HCCC board considered Alpha Tau’s valuation relative to comparable publicly traded companies.

Response: The Company respectfully acknowledges the Staff’s comment and has revised page 114 of the Amended Registration Statement.

18.
 Please expand your disclosure regarding the PIPE Investment on page 114 to discuss any communications
between the parties about the need to obtain additional financing including the PIPE Investment; who selected the potential PIPE investors; what relationships, if any, the PIPE investors had to HCCC, the Sponsor, Alpha Tau and its affiliates, and
the placement agents; and how the terms of the PIPE transactions were determined.

 Response: The Company
respectfully acknowledges the Staff’s comment and has revised page 116 of the Amended Registration Statement.

 HCCC’s Board of
Directors’ Reasons for the Business Combination and The Recommendation of the Board of Directors, page 116

19.
 Based on this section and the “Recommendation of HCCC’s Board of Directors” section it is
unclear whether HCCC’s board conducted any financial analysis or analyses that support its determination that the merger is in the best interests of shareholders and its recommendation to vote for the business combination. Please
revise or advise.

 October 18, 2021

 Page
 6

 Response: The Company respectfully acknowledges the Staff’s comment and has
revised page 114 of the Amended Registration Statement.

 Conditions to the Closing of the Transaction, page 131

20.
 Please revise to identify conditions to the closing of the merger that are subject to waiver.

 Response: The Company respectfully acknowledges the Staff’s comment and respectfully refers the Staff to
the disclosure on the cover page, pages xii, 133 and 134 of the Amended Registration Statement regarding the conditions to the closing of the merger which are subject to waiver.

Alpha Tau’s Business

 Safety Results,
page 159

21.
 Please disclose what were the serious adverse events experienced by the patients in the study referenced in
this section.

 Response: The Company respectfully acknowledges the Staff’s comment and has revised
page 161 of the Amended Registration Statement.

 Our Commercialization Strategies, page 178

22.
 We note your disclosure that you have entered into binding arrangements with Medison Pharma Ltd. and its
affiliates, to lead the potential commercialization of the Alpha DaRT in Canada and Israel. Please expand your disclosure to describe the material terms of these agreements and file the agreements as exhibits to your registration statement or tell
us why you believe you are not required to do so. Refer to Item 601(b)(10) of Regulation S-K for guidance.

Response: The Company respectf

United States securities and exchange commission logo
September 23, 2021
Uzi Sofer
Chief Executive Officer
Alpha Tau Medical Ltd.
Kiryat HaMada St. 5
Jerusalem, Israel 9777605
Re:Alpha Tau Medical Ltd.
Registration Statement on Form F-4
Filed August 19, 2021
File No. 333-258915
Dear Mr. Sofer:
            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.
Registration Statement on Form F-4
Cover Page
1.Please revise the cover page of your proxy statement/prospectus to disclose the following,
and make conforming changes throughout your registration statement as applicable:
•the pre-money equity value of Alpha Tau Medical Ltd.;
•the number of shares the Alpha Tau warrants will be exercisable for assuming no
adjustments are necessary;
•the right of shareholders to redeem their shares and provide a cross reference to
the section(s) of the proxy/prospectus which explain the applicable process; and
•the percentage of Alpha Tau capital stock, and aggregate voting power, that HCCC’s
public shareholders, the Sponsor, PIPE Investors, and Alpha Tau's shareholders are
expected to hold immediately following the closing of the business combination; and

 FirstName LastNameUzi Sofer
 Comapany NameAlpha Tau Medical Ltd.
 September 23, 2021 Page 2
 FirstName LastNameUzi Sofer
Alpha Tau Medical Ltd.
September 23, 2021
Page 2
•the trading price of shares of Healthcare Capital Corp.'s common stock immediately
before the announcement of the business combination and as of the latest most
practicable date.
2.You state on the cover page that it is a condition of the consummation of the Transactions
that the Alpha Tau ordinary shares and Alpha Tau warrants are approved for listing on
Nasdaq. However, you also state in the same paragraph that there can be no assurance that
Alpha Tau’s securities will be listed on Nasdaq.  Please reconcile your disclosure here and
on page vii to clarify whether it is a condition to closing that Alpha Tau ordinary shares
and Alpha Tau warrants are listed on Nasdaq.
Industry and Market Data, page iii
3.You state that you have not verified any third-party information nor has your data
been verified by any independent source.  Please note that you are responsible for the
entire content of the registration statement.  Please revise your disclosure to remove
any implication that you are not responsible for assessing the reasonableness and
soundness of the market data and industry statistics included in your disclosures.  Further,
we note your disclosure in the last risk factor on page 92, "The projections and forecasts
presented in this proxy statement/prospectus may not be an indication of the actual
results," that certain projections and forecasts "may be inaccurate and should not be relied
upon as an indicator of actual past or future results."  Please remove or revise this
statement as you may not disclaim responsibility for the information presented in your
registration statement.
Questions And Answers About The Business Combination And The Special Meeting
Q: What interests do the Sponsor and the current officers and directors of HCCC have in the
Business Combination?, page x
4.Please expand your disclosure here to clarify if the HCCC sponsor and its affiliates can
earn a positive rate of return on their investment, even if other HCCC shareholders
experience a negative rate of return in the post-business combination company.  In
addition, please specify that the Sponsor may be incentivized to complete an acquisition
of a less favorable target company or on terms less favorable to shareholders rather than
liquidate.  Please also highlight this information in your Summary discussion, risk factors
and elsewhere as applicable.
5.Please expand your disclosure regarding Dr. Milch's family investment trusts' ownership
interest in Alpha Tau.  Disclose the approximate dollar value of the interest based on the
transaction value and recent trading prices as compared to the price paid.
6.HCCC's charter waived the corporate opportunities doctrine. Please address this potential
conflict of interest and whether it impacted your search for an acquisition target.
Summary
The Parties to the Business Combination, page 1

 FirstName LastNameUzi Sofer
 Comapany NameAlpha Tau Medical Ltd.
 September 23, 2021 Page 3
 FirstName LastNameUzi Sofer
Alpha Tau Medical Ltd.
September 23, 2021
Page 3
7.Please provide context to your disclosure that you have received marketing approval for
Alpha DaRT in Israel for the treatment of SCC of the skin or oral cavity by stating, as you
do on page 150, that you anticipate pursuing marketing authorization and
commercialization of Alpha DaRT technology first in the United States before other key
markets, including Israel, notwithstanding your existing marketing approval in Israel.
Please also disclose when you received marketing approval in Israel.
8.Please revise throughout to remove any inference regarding regulatory approval or the
safety, tolerability and efficacy of your product candidates or explain to us why these
statements are appropriate given the stage of your product candidates.  We note, by way of
example, the statements that your Alpha DaRT technology is "highly potent, yet uniquely
conformal" on page 1 and elsewhere in the prospectus and that you expect your recently
granted Breakthrough Device Designation for the use of Alpha DaRT in treating SCC of
the skin and oral cavity without curative standard of care will support expedited U.S.
regulatory and reimbursement pathways in this indication.
9.We note that in over 80 lesions treated, you observed an overall response rate of 92%.
Please also disclose the complete response rate to the extent known.
Merger Consideration, page 3
10.Here and elsewhere, as applicable, please disclose the sponsor and its affiliates’
total potential ownership interest in the combined company, assuming exercise and
conversion
of all securities.
Summary Risk Factors, page 13
11.With reference to your disclosure on page 20, please expand your first summary risk
factor to disclose that you have not generated any revenue to date.
Proposal One—The Business Combination Proposal
Background of the Business Combination, page 111
12.Please describe the selection criteria HCCC used to identify the 75 potential target
businesses it considered.  Explain how HCCC eliminated targets and decided to proceed
with Company A and Company B.
13.Please revise your discussion to specify the dates that: (i) representatives of HCCC
commenced an active search for prospective acquisition targets, (ii) HCCC's officers and
directors ultimately identified and evaluated over 75 potential target businesses, (iii)
HCCC started conducting due diligence on Companies A and B, (iv) HCCC
communicated with Companies A and B, (v) HCCC conducted internal meetings to
discuss Companies A and B, and (vi) when HCCC determined not to pursue transactions
with Companies A and B.

 FirstName LastNameUzi Sofer
 Comapany NameAlpha Tau Medical Ltd.
 September 23, 2021 Page 4
 FirstName LastNameUzi Sofer
Alpha Tau Medical Ltd.
September 23, 2021
Page 4
14.With reference to your disclosure on page 113 concerning Alpha Tau's preparations for an
initial public offering in the U.S., please revise here or elsewhere, as appropriate, to
discuss how and why Alpha Tau became interested in a SPAC merger as opposed to a
more traditional IPO transaction.
15.Please expand to identify the key assumptions related to Alpha Tau’s serviceable
addressable market, the timeframes for potential regulatory approvals, and likely revenue
to be earned per therapy referenced at the top of page 114.
16.Please revise page 114 to disclose the material terms proposed in the non-binding LoI and
discuss how the terms changed during the course of the negotiations.  Please also identify
any meetings where Dr. Milch's board seat was discussed and identify the party that
initiated this discussion.
17.We note your disclosure on page 114 concerning the advisors HCCC engaged to assist it
in evaluating Alpha Tau.  Please expand to disclose the basis for the board determining it
was not necessary to also engage an independent financial advisor to provide a
fairness opinion for the business combination.  Further, discuss how the HCCC board
determined the $600 million pre-money enterprise value of Alpha Tau and describe what
information it relied upon, including any valuations or analysis that were prepared.  In this
regard we note your disclosure on page 117 that the HCCC board considered Alpha Tau’s
valuation relative to comparable publicly traded companies.
18.Please expand your disclosure regarding the PIPE Investment on page 114 to discuss any
communications between the parties about the need to obtain additional financing
including the PIPE Investment; who selected the potential PIPE investors; what
relationships, if any, the PIPE investors had to HCCC, the Sponsor, Alpha Tau and its
affiliates, and the placement agents; and how the terms of the PIPE transactions were
determined.
HCCC's Board of Directors' Reasons for the Business Combination and The Recommendation of
the Board of Directors, page 116
19.Based on this section and the "Recommendation of HCCC’s Board of Directors" section it
is unclear whether HCCC’s board conducted any financial analysis or analyses that
support its determination that the merger is in the best interests of shareholders and its
recommendation to vote for the business combination.  Please revise or advise.
Conditions to Closing of the Transaction, page 131
20.Please revise to identify conditions to the closing of the merger that are subject to waiver.
Alpha Tau's Business
Safety Results, page 159
21.Please disclose what were the serious adverse events experienced by the patients in the
study referenced in this section.

 FirstName LastNameUzi Sofer
 Comapany NameAlpha Tau Medical Ltd.
 September 23, 2021 Page 5
 FirstName LastNameUzi Sofer
Alpha Tau Medical Ltd.
September 23, 2021
Page 5
Our Commercialization Strategies, page 178
22.We note your disclosure that you have entered into binding arrangements with Medison
Pharma Ltd. and its affiliates, to lead the potential commercialization of the Alpha DaRT
in Canada and Israel.  Please expand your disclosure to describe the material terms of
these agreements and file the agreements as exhibits to your registration statement or tell
us why you believe you are not required to do so.  Refer to Item 601(b)(10) of Regulation
S-K for guidance.
Our Intellectual Property, page 179
23.Please expand your disclosure to address the following:
•disaggregate the number of patents you own or have patent applications pending by
patent family;
•identify the type of patent protection for all of your patents issued or pending; and
•for each of your patent families, disclose all foreign jurisdictions where you have
patent applications pending.
Please consider tabular disclosure in addition to the narrative provided.
Government Regulation, page 181
24.In addition to describing the United States' and Europe's regulation of medical devices,
please also provide a brief overview of Israel's and Japan's regulation of medical devices
as it relates to Alpha DaRT.
Certain Material U.S. Federal Income Tax Considerations, page 254
25.We note your disclosure that it is "intended" that the Business Combination qualify as
a tax-free “reorganization” within the meaning of Section 368(a) of the Code and does not
result in gain being recognized by certain U.S. Holders.  Please revise the tax disclosure in
your registration statement to clearly articulate the tax consequences of the transaction to
investors, and include a tax opinion from counsel supporting this conclusion as
appropriate.  See Item 4(a)(6) of Form F-4 and Item 601(b)(8) of Regulation S-K.  For
guidance, refer to Section III of Staff Legal Bulletin No. 19.
General
26.Please disclose, where appropriate, the impact of redemptions on the non-redeeming
shareholders and all possible sources and extent of dilution that shareholders who elect not
to redeem their shares may experience in connection with the business combination,
including:
•the impact of each significant source of dilution, including the amount of equity held
by founders, convertible securities, including warrants retained by redeeming
shareholders, at each of the redemption levels detailed in your sensitivity analysis,
including any needed assumptions;
•quantifying the value of warrants, base don recent trading prices, that may be retained

 FirstName LastNameUzi Sofer
 Comapany NameAlpha Tau Medical Ltd.
 September 23, 2021 Page 6
 FirstName LastName
Uzi Sofer
Alpha Tau Medical Ltd.
September 23, 2021
Page 6
by redeeming stockholders assuming maximum redemptions and identify any
material resulting risks to non-redeeming shareholders; and
•disclosing the effective underwriting fee on a percentage basis for shares at
each redemption level presented in your sensitivity analysis related to dilution. In this
regard, we note that it appears that underwriting fee remains constant and is
not adjusted based on redemptions.
            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 Tracie Mariner at 202-551-3744 or Daniel Gordon at 202-551-3486 if
you have questions regarding comments on the financial statements and related matters.  Please
contact David Gessert at 202-551-2326 or Irene Paik at 202-551-6553 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Nathan Ajiashvili