SecProbe.io

CORRESP
 1
 filename1.htm

 Gelteq
Limited

 Level
19

 644
Chapel Street

 South
Melbourne VIC, 3141

 Australia

 August
28, 2025

 VIA
EDGAR

 U.S.
Securities and Exchange Commission

 Division
of Corporation Finance, Office of Life Sciences

 100
F Street, N.E.

 Washington,
DC 20549

 Attention:
Daniel Crawford

 Re:
 Gelteq
 Limited

 Registration
 Statement on Form F-1

 Originally
 Filed on July 1, 2025

 File
 No. 333-288442

 Dear
Mr. Crawford,

 Pursuant
to Rule 461 under the Securities Act of 1933, as amended, Gelteq Limited hereby requests acceleration of effectiveness of the above referenced
Registration Statement so that it will become effective at 4:00 p.m. on Friday, August 29, 2025, or as soon as practicable thereafter.

 Very
 truly yours,

 /s/
 Nathan J. Givoni

 Nathan
 J. Givoni

 Chief
 Executive Officer

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 July 8, 2025

Nathan Givoni
Chief Executive Officer and Director
Gelteq Limited
Level 4
100 Albert Road
South Melbourne VIC, 3025
Australia

 Re: Gelteq Limited
 Registration Statement on Form F-1
 Filed July 1, 2025
 File No. 333-288442
Dear Nathan Givoni:

 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 Daniel Crawford at 202-551-7767 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Life
Sciences
cc: Richard Anslow, Esq.
</TEXT>
</DOCUMENT>

CORRESP
1
filename1.htm

VIA EDGAR

September 26, 2024.

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Life Sciences

100 F Street, NE

Washington, D.C., 20549

Attn: Tamika Sheppard

Re: Gelteq Limited

Registration Statement
on Form F-1, as amended

File No. 333-280804

Ladies and Gentlemen:

Pursuant
to Rule 461 promulgated under the Securities Act of 1933, as amended (the “Securities Act”), The Benchmark Company, LLC, as
the representative of the underwriters (the “Representative”), hereby joins in the request of Gelteq Limited (the “Registrant”),
for the acceleration of the effective date of the Registrant’s Registration Statement on Form F-1 (File No. 333-280804) (as amended,
the “Registration Statement”), so that the Registration Statement may be declared effective at 4:00 p.m., Eastern Time, on
September 30, 2024, or as soon thereafter as practicable. The undersigned, as the Representative, confirms that it is aware of its obligations
under the Securities Act.

The undersigned confirms
that it has complied with and will continue to comply with, and it has been informed or will be informed by participating dealers that
they have complied with or will comply with, Rule 15c2-8 promulgated under the Securities Exchange Act of 1934, as amended, in connection
with the above-referenced issue.

    Very truly yours,

    The Benchmark Company, LLC

    By:
    /s/ John J. Borer III

    Name:
    John J. Borer III

    Title:
    Senior Managing Director

CORRESP
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Gelteq
Limited

Level 4

100 Albert Road

South Melbourne VIC, 3025

Australia

September 26, 2024

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance, Office of Life Sciences

100 F Street, N.E.

Washington, DC 20549

Attention: Tamika Sheppard

    Re:
    Gelteq Limited

Registration Statement on Form F-1

Originally Filed on July 15, 2024

File No. 333-280804

Dear Tamika Sheppard,

Pursuant to Rule 461 under
the Securities Act of 1933, as amended, Gelteq Limited hereby requests acceleration of effectiveness of the above referenced Registration
Statement so that it will become effective at 4:00 p.m. on Monday, September 30, 2024, or as soon as practicable thereafter.

    Very truly yours,

    /s/ Nathan J. Givoni

    Nathan J. Givoni

    Chief Executive Officer

CORRESP
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Gelteq Limited

Level 4

100 Albert Road

South Melbourne VIC, 3025

Australia

VIA EDGAR

September 24, 2024

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Life Sciences

100 F Street, NE

Washington, D.C. 20549

    Attn:
    Eric Atallah

    Kevins Vaughn

    Tamika Sheppard

    Laura Crotty

    Re:
    Gelteq Limited

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

    Filed September 12, 2024

    File No. 333-280804

Dear Mr. Atallah:

Gelteq Limited (the “Company,”
“we,” “our” or “us”) hereby transmits its response to the comment letter received from the staff
(the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”) on September 20,
2024, regarding the Amendment No. 1 to Registration Statement on Form F-1 filed with the Commission on September 12, 2024.

For the Staff’s convenience,
we have repeated below the Staff’s comment in bold, and have followed the comment with the Company’s response.

Amendment No. 1 to Registration Statement on Form F-1 filed September
12, 2024

General

    1.
    Please
    provide us with supplemental 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, have presented or expect to present to potential investors in reliance on Section 5(d)
    of the Securities Act, whether or not you retained, or intend to retain, copies of those communications.

Response: We respectfully advise
the Staff that as of the date of this letter, neither the Company nor any of its authorized representatives has presented or expects to
present potential investors in reliance on Section 5(d) of the Securities Act. However, in the event the Company does so, we will provide
all such written communication to the Staff under separate cover.

* * * *

We thank the Staff for its
review of the foregoing. If you have any further comments or questions, please feel free to contact our counsel, Richard I. Anslow, at
ranslow@egsllp.com or by telephone at (212) 370-1300.

    Sincerely,

    /s/ Nathan Givoni

    Nathan Givoni, Chief Executive Officer

    Gelteq Limited

    cc:
    Richard I Anslow, Esq.

    Ellenoff Grossman & Schole LLP

September 20, 2024
Nathan Givoni
Chief Executive Officer
Gelteq Limited
Level 4
100 Albert Road
South Melbourne VIC, 3025
Australia
Re:Gelteq Limited
Amendment No. 1 to Registration Statement on Form F-1
Filed September 12, 2024
File No. 333-280804
Dear Nathan Givoni:
            We have reviewed your amended registration statement and have the following comment.
            Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies to your facts and circumstances
or do not believe an amendment is appropriate, please tell us why in your response.
            After reviewing any amendment to your registration statement and the information you
provide in response to this letter, we may have additional comments. Unless we note otherwise,
any references to prior comments are to comments in our July 24, 2024 letter.
Amendment No. 1 to Form F-1 filed September 12, 2024
General
1.Please provide us with supplemental 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,
have presented or expect to present to potential investors in reliance on Section 5(d) of the
Securities Act, whether or not you retained, or intend to retain, copies of those
communications.
            Please contact Eric Atallah at 202-551-3663 or Kevin Vaughn at 202-551-3494 if you
have questions regarding comments on the financial statements and related matters. Please
contact Tamika Sheppard at 202-551-8346 or Laura Crotty at 202-551-7614 with any other
questions.

September 20, 2024
Page 2
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:Richard L. Anslow

CORRESP
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Gelteq Limited

Level 4

100 Albert Road

South Melbourne VIC, 3025

Australia

VIA EDGAR

September 12, 2024

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Life Sciences

100 F Street, NE

Washington, D.C. 20549

    Attn:
    Eric Atallah

    Kevin Vaughn

    Tamika Sheppard

    Laura Crotty

    Re:
    Gelteq Pty Limited

Registration Statement on Form F-1

Filed July 15, 2024

File No. 333-280804

Dear Mr. Atallah:

Gelteq Limited (the “Company,”
“we,” “our” or “us”) hereby transmits its response to the comment letter received from the staff
(the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”) on July 24, 2024,
regarding the Registration Statement on Form F-1 filed with the Commission on July 15, 2024 (the “Registration Statement”).

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

Registration Statement on Form F-1

Summary Financial Data, page 12

 1. Your
table here appears to indicate that Auditor’s remuneration expense was only incurred during the nine months ended March 31, 2024
and 2023 and was zero for the annual periods. However, you disclose on page F-114 that you did incur Auditor’s remuneration expense
for the years ended June 30, 2023 and 2022. Please revise to correct this apparent inconsistency, and confirm to us that all other line
items of this table are presented on the same basis for all periods.

Response: The Company respectfully
acknowledges the Staff’s comment and advises the Staff that for the nine months ended March 31, 2024 and 2023, the Company had presented
auditor renumeration as a separate expense, whereas for the year ended June 30, 2024 and 2023, the Company had allocated such expenses
to IPO expenses. In pages 12 and F-2 of the Amendment, the Company has allocated auditor renumeration to IPO expenses for the nine months
ended March 31, 2024 and 2023 to be consistent with the year ended June 30, 2024 and 2023.

Similarly, for the nine months ended
March 31, 2024 and 2023, the Company had allocated IPO expenses to other expenses, whereas for the year ended June 30, 2024 and 2023,
IPO expenses were presented separately. The Company has reallocated IPO expenses separately for the nine months ended March 31, 2024 and
2023 to be consistent with the presentation for the year ended June 30, 2024 and 2023. The Company had also allocated legal fees out of
corporate expenses separately for the nine month ended March 31, 2024 and 2023 in the Amendment to be consistent with the presentation
for the year ended June 30, 2024 and 2023.

As such, the Company has accordingly
revised the tables on pages 12 and F-2 of the Amendment and they are now presented on the same basis for all periods.

Management’s Discussion and Analysis
of Financial Condition and Results of Operations

For the nine months ended March 31, 2024
and 2023, page 55

    2.
    In light of the significant changes in your revenues reported during the respective annual and interim periods, please revise to address the following for all periods presented:

 ● Consider
providing a tabular breakdown by revenues by core vertical or other relevant product breakdown for all periods presented.

 ● Revise
to discuss the changes experienced in revenues for each core vertical between the periods presented. As part of your response, specifically
explain why no revenue from the sports vertical was reported in fiscal year 2023 or so far in fiscal year 2024.

 ● Discuss
the reasons for the significant decrease in revenues from China and increase in revenue from United States of America, as depicted in
your disclosure on page F-53.

 ● On
page 1 you discuss that due to world-wide supply chain delays, you have put in place strategies to mitigate delays in the future. On
pages 53 and 56 you disclose that the decrease in revenues was due to your greater focus on research, without explaining why this led
to no revenues for the nine months ended March 31, 2024. At various points in your document you discuss certain prioritization and strategies,
as well as deferred revenue. Revise your MD&A and Business section to succinctly describe your prioritization and strategic decision
making as well as decisions to defer processing of contract orders received, and revise to clearly link the effect of these decisions
on your revenue and research expenses reported for the periods presented. Explain why you are not processing orders received on a timely
basis, and identify the extent to which this was voluntary or involuntary.

 ● To
the extent other factors outside your control also led to the decreases in revenue, clearly disclose those factors, providing quantification
of the impact where possible.

Response: The Company respectfully
acknowledges the Staff’s comment and has accordingly revised pages 1, 4, 5, 16, 31, 49. 50, 51, 57, 58, 59, 68, 69, 74, 77, Alt-1
and Alt-5 of the Amendment.

Research expenses, page 56

    3.
    You disclose on page 56 that your revenues decreased due to your “greater focus on research,” while your research expenses actually decreased. Please revise to address the following regarding your disclosure quantifying the significant increases and decreases in your research expense during the annual and interim periods presented:

 ● Revise
to disclose the extent to which you track your research expenses by product candidate, therapeutic indication, core vertical, or other
factors. If you do not track any of your research expenses, disclose that fact and revise to disclose how you analyze and evaluate the
prioritization and effectiveness of these costs as incurred.

 ● To
the extent you track your research expenses, disclose the breakdown of such expenses for all periods presented. For the amounts that
you do not track as such, provide a breakdown by type or nature of expenses such that the total of tracked expenses and unallocated expenses
reconcile to the amounts shown on your Statements of Profit or Loss.

 ● Revise
your discussions of changes in research expenses between periods to identify the significant events, prioritization decisions, or other
factors experienced, quantifying the impact to the extent possible.

Response: The Company respectfully
acknowledges the Staff’s comment and has accordingly revised page 59 of the Amendment.

    2

Critical accounting estimates and judgements

Revenue Growth and the Recoverability Rtae of Intangible Assets,
page 64

    4.

    You disclose here that you are relying
on future revenues for the recoverability rate of your intangible assets. Revise this section and elsewhere in your document (e.g., footnotes
as well as risk factor on page 29) as appropriate to address the following:

 ● Discuss
the fact that you ceased filling orders and have not recognized revenue so far during fiscal year 2024.

 ● Identify
the last date you filled orders and reasons you stopped filling orders.

 ● Discuss
whether you have filled orders and recognized revenue during the months since March 31, 2024.

 ● Identify
when you expect to start filling orders again.

 ● Explain
how the fact that you ceased filling orders was factored into your most recent impairment test for your intangible assets. Specifically
address the extent to which your latest projected future revenues as well as your latest discount rate considered the fact that you are
not filling orders.

 ● Disclose
the extent to which your delays in filling orders has been longer than you anticipated when completing your historical impairment analysis
and how you have modified your impairment tests as delays have continued.

 ● Revise
your references to the long term growth rate would need to be reduced to be negative to acknowledge that your revenue is currently zero.

 ● Revise
your disclosures to clearly identify the core vertical that your intangible assets are related to.

Response: The Company respectfully
acknowledges the Staff’s comment and has accordingly revised pages 31, 67, 68 and 69 of the Amendment.

General

    5.
    We note your disclosure on page Alt-13 that the selling shareholders may sell their securities through purchases by a broker-dealer as principal and resales by the broker-dealer for its account, or that broker-dealers may agree with the selling shareholders to sell a specified number of such shares at a stipulated price per share, or by “any other method permitted pursuant to applicable law”. Please confirm your understanding that the retention by a selling shareholder of an underwriter would constitute a material change to your plan of distribution requiring a post-effective amendment. Refer to your undertaking on page II-5 provided pursuant to Item 512(a)(1)(iii) of Regulation S-K.

Response:
The Company respectfully acknowledges the Staff’s comment and confirms its understanding that the retention by a selling stockholder
of an underwriter would constitute a material change to its plan of distribution requiring a post-effective amendment.

* * * *

    3

We thank the Staff for its review of the foregoing
and the Amendment. If you have any further comments or questions, please feel free to contact to our counsel, Richard I. Anslow, ranslow@egsllp.com
or by telephone at (212) 370-1300.

    Sincerely,

    /s/ Nathan Givoni

    Nathan Givoni, Chief Executive Officer

    Gelteq Limited

    cc:
    Richard I Anslow, Esq.

    Ellenoff Grossman & Schole LLP

4

July 24, 2024
Nathan Givoni
Chief Executive Officer
Gelteq Limited
Level 4
100 Albert Road
South Melbourne VIC, 3025
Australia
Re:Gelteq Limited
Registration Statement on Form F-1
Filed July 15, 2024
File No. 333-280804
Dear Nathan Givoni:
            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 F-1
Summary Financial Data, page 12
1.Your table here appears to indicate that Auditor's remuneration expense was only incurred
during the nine months ended March 31, 2024 and 2023 and was zero for the annual
periods.  However, you disclose on page F-114 that you did incur Auditor's remuneration
expense for the years ended June 30, 2023 and 2022.  Please revise to correct this
apparent inconsistency, and confirm to us that all other line items of this table are
presented on the same basis for all periods.
Management's Discussion and Analysis of Financial Condition and Results of Operations
For the nine months ended March 31, 2024 and 2023, page 55
In light of the significant changes in your revenues reported during the respective annual 2.

July 24, 2024
Page 2
and interim periods, please revise to address the following for all periods presented:
•Consider providing a tabular breakdown by revenues by core vertical or other
relevant product breakdown for all periods presented.
•Revise to discuss the changes experienced in revenues for each core vertical between
the periods presented.  As part of your response, specifically explain why no revenue
from the sports vertical was reported in fiscal year 2023 or so far in fiscal year 2024.
•Discuss the reasons for the significant decrease in revenues from China and increase
in revenue from United States of America, as depicted in your disclosure on page F-
53.
•On page 1 you discuss that due to world-wide supply chain delays, you have put in
place strategies to mitigate delays in the future.  On pages 53 and 56 you disclose that
the decrease in revenues was due to your greater focus on research, without
explaining why this led to no revenues for the nine months ended March 31, 2024.  At
various points in your document you discuss certain prioritization and strategies, as
well as deferred revenue.  Revise your MD&A and Business section to succinctly
describe your prioritization and strategic decision making as well as decisions to defer
processing of contract orders received, and revise to clearly link the effect of these
decisions on your revenue and research expenses reported for the periods presented.
Explain why you are not processing orders received on a timely basis, and identify the
extent to which this was voluntary or involuntary.
•To the extent other factors outside your control also led to the decreases in revenue,
clearly disclose those factors, providing quantification of the impact where possible.
Research expenses, page 56
3.You disclose on page 56 that your revenues decreased due to your "greater focus on
research," while your research expenses actually decreased. Please revise to address the
following regarding your disclosure quantifying the significant increases and decreases in
your research expense during the annual and interim periods presented:
•Revise to disclose the extent to which you track your research expenses by product
candidate, therapeutic indication, core vertical, or other factors. If you do not track
any of your research expenses, disclose that fact and revise to disclose how you
analyze and evaluate the prioritization and effectiveness of these costs as incurred.
•To the extent you track your research expenses, disclose the breakdown of such
expenses for all periods presented. For the amounts that you do not track as such,
provide a breakdown by type or nature of expenses such that the total of tracked
expenses and unallocated expenses reconciles to the amounts shown on your
Statements of Profit or Loss.
•Revise your discussions of changes in research expenses between periods to identify
the significant events, prioritization decisions, or other factors experienced,
quantifying the impact to the extent possible.
Critical accounting estimates and judgements
Revenue Growth and the Recoverability Rate of Intangible Assets, page 64
You disclose here that you are relying on future revenues for the recoverability rate of 4.

July 24, 2024
Page 3
your intangible assets.  Revise this section and elsewhere in your document (e.g.,
footnotes as well as risk factor on page 29) as appropriate to address the following:
•Discuss the fact that you ceased filling orders and have not recognized revenue so far
during fiscal year 2024.
•Identify the last date you filled orders and reasons you stopped filling orders.
•Discuss whether you have filled orders and recognized revenue during the months
since March 31, 2024.
•Identify when you expect to start filling orders again.
•Explain how the fact that you ceased filling orders was factored into your most recent
impairment test for your intangible assets.  Specifically address the extent to which
your latest projected future revenues as well as your latest discount rate considered
the fact that you are not filling orders.
•Disclose the extent to which your delays in filling orders has been longer than you
anticipated when completing your historical impairment analyses and how you have
modified your impairment tests as delays have continued.
•Revise your references to the long term growth rate would need to be reduced to be
negative to acknowledge that your revenue is currently zero.
•Revise your disclosures to clearly identify the core vertical that your intangible
assets are related to.
General
5.We note your disclosure on page Alt-13 that the selling shareholders may sell their
securities through purchases by a broker-dealer as principal and resales by the broker-
dealer for its account, or that broker-dealers may agree with the selling shareholders to
sell a specified number of such shares at a stipulated price per share, or by "any other
method permitted pursuant to applicable law". Please confirm your understanding that the
retention by a selling shareholder of an underwriter would constitute a material change to
your plan of distribution requiring a post-effective amendment. Refer to your undertaking
on page II-5 provided pursuant to Item 512(a)(1)(iii) of Regulation S-K.
            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 Eric Atallah at 202-551-3663 or Kevin Vaughn at 202-551-3494 if you
have questions regarding comments on the financial statements and related matters. Please
contact Tamika Sheppard at 202-551-8346 or Laura Crotty at 202-551-7614 with any other
questions.

July 24, 2024
Page 4
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:Richard L. Anslow

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VIA
EDGAR

March
27, 2024

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

Office
of Life Sciences

100
F Street, NE

Washington,
D.C., 20549

 Re: Gelteq
Limited

Registration
Statement on Form F-1, as amended

File
No. 333-267169

Ladies
and Gentlemen:

Pursuant
to Rule 461 promulgated under the Securities Act of 1933, as amended (the “Securities Act”), R.F. Lafferty & Co., Inc.,
as the representative of the underwriters (the “Representative”), hereby join in the request of Gelteq Limited (the “Registrant”),
for the acceleration of the effective date of the Registrant’s Registration Statement on Form F-1 (File No. 333-267169) (as amended,
the “Registration Statement”), so that the Registration Statement may be declared effective at 4:00 p.m., Eastern Time, on
March 29, 2024, or as soon thereafter as practicable. The undersigned, as the Representative, confirms that it is aware of its obligations
under the Securities Act.

The
undersigned confirms that it has complied with and will continue to comply with, and it has been informed or will be informed by participating
dealers that they have complied with or will comply with, Rule 15c2-8 promulgated under the Securities Exchange Act of 1934, as amended,
in connection with the above-referenced issue.

    Very truly yours,

    R.F. Lafferty & Co., Inc.

    By:
    /s/
    John Heidenreich

    Name:
    John
    Heidenreich

    Title:
    Head
    of Equity Capital Markets

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Gelteq
Limited

Level 4

100 Albert Road

South Melbourne VIC, 3025

Australia

March 27, 2024

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance, Office of Life Sciences

100 F Street, N.E.

Washington, DC 20549

Attention: Tamika Sheppard

 Re: Gelteq Limited

Registration Statement on Form F-1

Originally Filed on August 30, 2022

File No. 333-267169

Dear Tamika Sheppard,

Pursuant to Rule 461 under
the Securities Act of 1933, as amended, Gelteq Limited hereby requests acceleration of effectiveness of the above referenced Registration
Statement so that it will become effective at 4:00 p.m. on Friday, March 29, 2024, or as soon as practicable thereafter.

    Very truly yours,

    /s/ Nathan J. Givoni

    Nathan J. Givoni

    Chief Executive Officer

CORRESP
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filename1.htm

Gelteq Limited

Level 4

100 Albert Road

South Melbourne VIC, 3025

Australia

VIA EDGAR

December 4, 2023

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Life Sciences

100 F Street, NE

Washington, D.C. 20549

Attn: Eric Atallah

    Re:
    Gelteq Limited

Amendment No. 7 to Registration Statement on Form F-1

Filed September 15, 2023

File No. 333-267169

Dear Mr. Atallah:

Gelteq Limited (the “Company,”
“we,” “our” or “us”) hereby transmits its response to the comment letter received from the staff
(the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”) on August 30, 2023
regarding the Registration Statement on Form F-1 filed with the Commission on August 3, 2023 (the “Registration Statement”).

For the Staff’s convenience,
we have repeated below the Staff’s comment in bold and have followed the comment with the Company’s response. Disclosure changes
made in response to the Staff’s comment have been made in Amendment No. 7 to the Registration Statement (the “Amendment”)
which is being submitted to the Commission contemporaneously with the submission of this letter.

Amendment No. 6 to Form F-1 filed August 3, 2023

Financial Statements, page F-1

    1.

    Please note the applicable 12 and 15 month updating requirement
guidance regarding your audited financial statements. See the Instructions to Item 8.A.4 of Form 20-F.

Response: The Company respectfully
acknowledges the Staff’s comment and we have provided audited financial statements for the financial year ended June 30, 2023 in
connection with the Amendment. As such, as of the date hereof the Company is in compliance with Item 8.A.4 of Form 20-F.

* * * *

We thank the Staff for its
review of the foregoing and the Amendment. If you have any further comments or questions, please feel free to contact to our counsel,
Richard I. Anslow, ranslow@egsllp.com or by telephone at (212) 370-1300.

    Sincerely,

    /s/ Nathan Givoni

    Nathan Givoni, Chief Executive Officer

    Gelteq Limited

    cc:
    Richard I Anslow, Esq.

    Ellenoff Grossman & Schole LLP

United States securities and exchange commission logo
September 25, 2023
Nathan Givoni
Chief Executive Officer
Gelteq Limited
Level 4
100 Albert Road
South Melbourne VIC, 3025
Australia
Re:Gelteq Limited
Amendment No. 6 to Registration Statement on Form F-1
Filed September 15, 2023
File No. 333-267169
Dear Nathan Givoni:
            We have reviewed your amended registration statement and have the following
comment.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our 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 comment, we may have additional comments.
Form F-1/A filed September 15, 2023
Financial Statements, page F-1
1.Please note the applicable 12 and 15 month updating requirement guidance regarding your
audited financial statements. See the Instructions to Item 8.A.4 of Form 20-F.

 FirstName LastNameNathan Givoni
 Comapany NameGelteq Limited
 September 25, 2023 Page 2
 FirstName LastName
Nathan Givoni
Gelteq Limited
September 25, 2023
Page 2
            You may contact Eric Atallah at 202-551-3663 or Al Pavot at 202-551-3738 if you have
questions regarding comments on the financial statements and related matters.  Please contact
Laura Crotty at 202-551-7614 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Richard I. Anslow, Esq.

CORRESP
1
filename1.htm

Gelteq Limited

Level 4

100 Albert Road

South Melbourne VIC, 3025

Australia

VIA EDGAR

September 15, 2023

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Life Sciences

100 F Street, NE

Washington, D.C. 20549

Attn: Eric Atallah

    Re:
    Gelteq Limited

Amendment No. 5 to Registration Statement on Form F-1

Filed August 3, 2023

File No. 333-267169

Dear Mr. Atallah:

Gelteq Limited (the “Company,”
“we,” “our” or “us”) hereby transmits its response to the comment letter received from the staff
(the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”) on August 30, 2023
regarding the Registration Statement on Form F-1 filed with the Commission on August 3, 2023 (the “Registration Statement”).

For the Staff’s convenience,
we have repeated below the Staff’s comments in bold and have followed each comment with the Company’s response. Disclosure
changes made in response to the Staff’s comments have been made in Amendment No. 6 to the Registration Statement (the “Amendment”)
which is being submitted to the Commission contemporaneously with the submission of this letter.

Amendment No. 5 to Form F-1 filed August 3, 2023

Prospectus Summary

Overview, page 2

    1.
    We note the newly added statement on pages 2, 64 and Alt-1 that your second patent family has received a “favorable international preliminary report on patentability in the international phase from the European Patent Office”. Please revise this disclosure to clarify the impact this preliminary report has on the application process and make clear that approval is not assured, if true.

Response: The Company respectfully acknowledges the Staff’s comment and
has accordingly revised pages 2, 68, and Alt-2 of the Amendment.

Risk Factors, page 14

    2.

    Given the significance of your intangible
assets to your financial statements, please provide a risk factor disclosure that addresses the possibility that you may incur impairment
charges related to your intangible assets. At minimum your risk factor should address the following items:

 ● The percentage of intangible assets compared to your total assets;

 ● How often you assess your intangible assets for impairment;

 ● The judgments and uncertainties encompassed in the estimates
and projections used to determine the fair value of your intangible assets;

 ● How changes to those estimates or projections could impact
your financial statements; and

 ● How often you assess the useful life of your intangible assets
and how changes to the useful life could impact your financial statements

Response: The Company respectfully acknowledges the Staff’s comment and
has accordingly revised pages 29 and 30 of the Amendment.

Management’s Discussion and Analysis
of Financial Condition and Results of Operations

Periods ended March 31, 2023 and 2022, page
53

    3.
    We note during the nine months ended March 31, 2023, revenues from contracts with customers was AUD$79,844 which related to the delivery of products to customers which was previously recognized as deferred revenue. Please revise to discuss the significant components of your revenues, including a breakdown within each of your five core vertical markets (pets, sports, pharmaceutical, over-the-counter and nutraceutical).

Response: The Company respectfully acknowledges the Staff’s comment and
has accordingly revised pages 52, 54 and 55 of the Amendment.

Critical Accounting Estimates and Judgements, page 60

    4.
    Given that the Trade Secrets account comprises over 97% of your total assets in your updated financial statements, please provide a disclosure that clearly identifies the factors you considered in determining that the June 13, 2021 transactions were not required to be accounted for as reverse acquisitions pursuant to IFRS 3. At a minimum, discuss each of the factors in IFRS 3.B15. In discussing the relative voting rights criteria, please address the disclosure on page F-97 that appears to show that a majority voting interest was exchanged in the transactions. If the Nutrigel and/or Sport Supplements owners as a group received the largest portion of the voting rights in the combined entity then that fact should be clearly disclosed. Explain how you concluded that the former owners of Nutrigel and Sport Supplements did not have the ability to elect or appoint a majority of the members of the governing body of the combined entity. Explain how you concluded that the former owners and managers of Nutrigel and Sport Supplements did not dominate the management of the combined entity. Your disclosure must clearly identify the individuals that controlled each entity both before and after the transaction. If there are different allowable ways under IFRS to account for these transactions then please provide a disclosure to that effect.

Response: The Company respectfully acknowledges the Staff’s comment and
has accordingly revised pages 64 to 67 of the Amendment.

    2

Business

Intellectual Property, page 77

    5.
    Given the significance of your trade secrets, please revise to disclose how you acquired the trade secrets, including how much the sellers paid to develop this intellectual property and the time period that the intellectual property was developed.

Response: The Company respectfully acknowledges the Staff’s comment and
has accordingly revised pages 82 and 83 of the Amendment.

Interim Financial Statements

Note 13, Borrowings, page F-24

    6.
    We note that you recognized a gain on extinguishment of debt in the amount of AUD$222,681 as a result of extending the term for an additional 12 months. Please tell us how you concluded that this extension constituted a substantial modification under IFRS 9, including your quantitative analysis under IFRS 9.B3.3.6.

Response: The Company respectfully
acknowledges the Staff’s comment and advises the Staff that in accordance with IFRS 9, including clause IFRS B3.3.6, there are two
tests to check if the modification is a substantial modification. The two tests are:

 ● Qualitative test: a significant change in the
terms and conditions such that immediate derecognition is required with no additional quantitative analysis required.

 ● Quantitative test from clause B3.6.6: the discounted
present value of the cash flows under the new terms is at least 10% different to the discounted present value of the remaining cash flows
of the original financial liability. This is otherwise known as the 10% test.

Upon
reviewing the changes to the terms and conditions of the original borrowings, the Company determined that the extension did not meet
the qualitative test threshold. The Company then undertook a quantitative test in accordance with clause B3.3.6 to determine if
there was a substantial modification to the original borrowings. The 10% test was applied and the difference in the discounted
present value cash flows was approximately 15%. The 15% was calculated from the difference between the carrying value of A$1,480,079
and the modified loan present value of A$1,257,397. As a result, in accordance with IFRS 9, it was determined that the loan
extension was a substantial modification under IFRS 9.

General

    7.
    We note that you entered into a letter of engagement with R.F. Lafferty & Co., Inc. on April 25, 2023. Please provide us with supplemental 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, have presented or expect to present to potential investors in reliance on Section 5(d) of the Securities Act, whether or not you retained, or intend to retain, copies of those communications.

Response: The Company respectfully acknowledges the Staff’s comment and
advises the Staff that neither the Company, nor anyone authorized on the Company’s behalf, has presented or expects to present written
communication to potential investors in reliance on Section 5(d) of the Securities Act. The Company will supplementally provide the Staff
with copies of any such written communication materials to the extent any such materials are prepared and presented to potential investors
in reliance on Section 5(d) of the Securities Act.

* * * *

    3

We thank the Staff for its
review of the foregoing and the Amendment. If you have any further comments or questions, please feel free to contact to our counsel,
Richard I. Anslow, ranslow@egsllp.com or by telephone at (212) 370-1300.

    Sincerely,

    /s/ Nathan Givoni

    Nathan Givoni, Chief Executive Officer

    Gelteq Limited

    cc:
    Richard I Anslow, Esq.

    Ellenoff Grossman & Schole LLP

4

United States securities and exchange commission logo
August 30, 2023
Nathan Givoni
Chief Executive Officer
Gelteq Limited
Level 4
100 Albert Road
South Melbourne VIC, 3025
Australia
Re:Gelteq Limited
Amendment No. 5 to Registration Statement on Form F-1
Filed August 3, 2023
File No. 333-267169
Dear Nathan Givoni:
            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 March 27, 2023 letter.
Amendment No. 5 to Form F-1 filed August 3, 2023
Prospectus Summary
Overview, page 2
1.We note the newly added statement on pages 2, 64 and Alt-1 that your second patent
family has received a "favorable international preliminary report on patentability in the
international phase from the European Patent Office". Please revise this disclosure to
clarify the impact this preliminary report has on the application process and make clear
that approval is not assured, if true.

 FirstName LastNameNathan Givoni
 Comapany NameGelteq Limited
 August 30, 2023 Page 2
 FirstName LastNameNathan Givoni
Gelteq Limited
August 30, 2023
Page 2
Risk Factors, page 14
2.Given the significance of your intangible assets to your financial statements, please
provide a risk factor disclosure that addresses the possibility that you may incur
impairment charges related to your intangible assets.  At a minimum your risk factor
should address the following items:

•The percentage of intangible assets compared to your total assets;
•How often you assess your intangible assets for impairment;
•The judgments and uncertainties encompassed in the estimates and projections used
to determine the fair value of your intangible assets;
•How changes to those estimates or projections could impact your financial
statements; and
•How often you assess the useful life of your intangible assets and how changes to the
useful life could impact your financial statements.
Management's Discussion and Analysis of Financial Condition and Results of Operations
Periods ended March 31, 2023 and 2022, page 53
3.We note that during the nine months ended March 31,2023, revenue from contracts with
customers was AUD$79,844 which related to the delivery of products to customers which
was previously recognized as deferred revenue.  Please revise to discuss the significant
components of your revenues, including a breakdown within each of your five core
vertical markets (pets, sports, pharmaceutical, over-the-counter and nutraceutical).
Critical Accounting Estimates and Judgements, page 60
4.Given that the Trade Secrets account comprises over 97% of your total assets in your
updated financial statements, please provide a disclosure that clearly identifies the factors
you considered in determining that the June 13, 2021 transactions were not required to be
accounted for as reverse acquisitions pursuant to IFRS 3. At a minimum, discuss each of
the factors in IFRS 3.B15. In discussing the relative voting rights criteria, please address
the disclosure on page F-97 that appears to show that a majority voting interest was
exchanged in the transactions. If the Nutrigel and/or Sport Supplements owners as a group
received the largest portion of the voting rights in the combined entity then that fact
should be clearly disclosed. Explain how you concluded that the former owners of
Nutrigel and Sport Supplements did not have the ability to elect or appoint a majority of
the members of the governing body of the combined entity. Explain how you concluded
that the former owners and managers of Nutrigel and Sport Supplements did not dominate
the management of the combined entity. Your disclosure must clearly identify the
individuals that controlled each entity both before and after the transaction. If there are
different allowable ways under IFRS to account for these transactions then please provide
a disclosure to that effect.

 FirstName LastNameNathan Givoni
 Comapany NameGelteq Limited
 August 30, 2023 Page 3
 FirstName LastName
Nathan Givoni
Gelteq Limited
August 30, 2023
Page 3
Business
Intellectual Property, page 77
5.Given the significance of your trade secrets, please revise to disclose how you acquired
the trade secrets, including how much the sellers paid to develop this intellectual property
and the time period that the intellectual property was developed.
Interim Financial Statements
Note 13. Borrowings, page F-24
6.We note that you recognized a gain on extinguishment of debt in the amount of
AUD$222,681 as a result of extending the term for an additional 12 months.  Please tell us
how you concluded that this extension constituted a substantial modification under IFRS
9, including your quantitative analysis under IFRS 9.B3.3.6.
General
7.We note that you entered into a letter of engagement with R.F. Lafferty & Co., Inc. on
April 25, 2023. Please provide us with supplemental 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, have presented or expect to present to potential investors in reliance on
Section 5(d) of the Securities Act, whether or not you retained, or intend to retain, copies
of those communications.
            You may contact Eric Atallah at 202-551-3663 or Al Pavot at 202-551-3738 if you have
questions regarding comments on the financial statements and related matters.  Please contact
Laura Crotty at 202-551-7614 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Richard I. Anslow, Esq.

CORRESP
1
filename1.htm

Gelteq
Limited

Level 4

100
Albert Road

South
Melbourne VIC, 3025

Australia

VIA
EDGAR

March 29, 2023

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

Office
of Life Sciences

100
F Street, NE

Washington,
D.C. 20549

Attn:
Eric Atallah

    Re:
    Gelteq
    Limited

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

    Filed March 17, 2023

    File No. 333-267169

Dear
Mr. Atallah:

Gelteq
Limited (the “Company,” “we,” “our” or “us”) hereby transmits its response to
the comment letter received from the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”)
on March 27, 2023, regarding the Registration Statement on Form F-1 filed with the Commission on March 17, 2023 (the “Registration
Statement”).

For
the Staff’s convenience, we have repeated below the Staff’s comments in bold, and have followed each comment with the Company’s
response. Disclosure changes made in response to the Staff’s comments have been made in Amendment No. 4 to the Registration Statement
(the “Amendment”) which is being submitted to the Commission contemporaneously with the submission of this letter.

Amendment
No. 3 to Registration Statement on Form F-1 filed March 17, 2023

Prospectus
Summary

The
Offering, page 9

    1.
    We
                                            note your response to our prior comment 2 and your revised disclosure on page 9 which states
                                            that the selling shareholders will be able to sell their Ordinary Shares “following
                                            their respective lock-up periods.” However, page 130 continues to state that the selling
                                            shareholders “are not subject to lock-up agreements.” Please reconcile throughout
                                            both the primary and resale prospectus. In the event the selling shareholders are, in fact,
                                            subject to lock-up periods, please include this information in the resale

    prospectus.

Response: The Company respectfully
acknowledges the Staff’s comment and has accordingly revised pages 37 and 130 of the Amendment.

Management
Discussion and Analysis of Financial Condition and Results of Operations, page 45

    2.
    We
    note your response to prior comment 3. We further note that you added disclosure that “Cumulatively, through March 1, 2023,
    approximately 24% of total units ordered were from related parties.” Please revise your filing to quantify your total orders
    for the period July 1, 2022 to March 1, 2023 and separately quantify the amount of orders from related parties.

Response: The Company respectfully
acknowledges the Staff’s comment and has accordingly revised pages 1, 4, 45, 46, 59, 62, Alt-1 and Alt-4 of the Amendment.

Critical
Accounting Estimates and Judgments

Revenue
Growth and the Recoverability Rate of Intangible Assets, page 56

    3.
    We
    note from your revised disclosure in response to prior comment 4 that intangible assets comprised approximately 87% of the company’s
    assets. This does not appear mathematically accurate given that as of June 30, 2022, your intangible assets were AU$ 22.7 million
    and your total assets were AU$ 23.4 million. Please revise your filing accordingly.

Response: The Company respectfully
acknowledges the Staff’s comment and advises the Staff that the correct calculation of the intangible asset as a percentage of the
Company’s total assets as of June 30, 2022 was 97%. Accordingly, the Company has revised page 56 of the Amendment.

Financial
Statements, page F-1

    4.
    We
    note from your disclosures on page F-16 that your financial statements are presented in Australian dollars. Additionally we note
    that when presenting Australian dollars you have used the currency abbreviations AUD, AUD$, AU$, A$ and $. When referring to United
    States dollars you have used various currency abbreviations including $. In order for investors to clearly determine the currencies
    presented, please revise your filing to define and present all currency abbreviations in a consistent manner. Ensure that your revised
    presentation does not use the same currency symbol for different currencies.

Response:
The Company respectfully acknowledges the Staff’s comment and has accordingly revised the Amendment.

Exhibits

    5.
    We
                                                         note that the legal opinion filed as Exhibit 5.1 does not opine as to the validity of the Resale Shares. Please revise. See Section
                                                         II.B.2.h. of Staff Legal Bulletin No. 19.

Response: The Company
respectfully acknowledges the Staff’s comment and has filed an updated legal opinion by the Company’s Australian legal
counsel, Morgan-Smith Legal Pty Ltd, as Exhibit 5.1 to the Amendment, which opines as to the validity of the Resale Shares.

General

    6.
    Please
    revise the cover pages of both the primary and resale prospectuses to clearly state, if true, that selling shareholders may not commence
    their resale of shares until after the IPO closes. If this is not the case, please clarify.

Response:
The Company respectfully acknowledges the Staff’s comment and has accordingly revised the cover pages of both the primary and
resale prospectuses included in the Amendment.

*
* * *

    2

We
thank the Staff for its review of the foregoing and the Amendment. If you have any further comments or questions, please feel free to
contact our counsel, Richard I. Anslow, at ranslow@egsllp.com or by telephone at (212) 370-1300.

    Sincerely,

    /s/
    Nathan Givoni

    Nathan
    Givoni, Chief Executive Officer

    Gelteq
    Limited

    cc:
    Richard
    I Anslow, Esq.

    Ellenoff
    Grossman & Schole LLP

3

United States securities and exchange commission logo
March 27, 2023
Nathan Givoni
Chief Executive Officer
Gelteq Limited
Level 4
Level 4 100 Albert Road
South Melbourne VIC, 3025
Australia
Re:Gelteq Limited
Amendment No. 3 to Registration Statement on Form F-1
Filed March 17, 2023
File No. 333-267169
Dear Nathan Givoni:
            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.
Amendment No. 3 to Registration Statement on Form F-1 filed March 17, 2023
Prospectus Summary
The Offering, page 9
1.We note your response to our prior comment 2 and your revised disclosure on page 9
which states that the selling shareholders will be able to sell their Ordinary Shares
"following their respective lock-up periods." However, page 130 continues to state that
the selling shareholders "are not subject to lock-up agreements." Please reconcile
throughout both the primary and resale prospectus. In the event the selling shareholders
are, in fact, subject to lock-up periods, please include this information in the resale
prospectus.

 FirstName LastNameNathan Givoni
 Comapany NameGelteq Limited
 March 27, 2023 Page 2
 FirstName LastNameNathan Givoni
Gelteq Limited
March 27, 2023
Page 2
Management's Discussion and Analysis of Financial Condition and Results of Operations, page
45
2.We note your response to prior comment 3.  We further note that you added disclosure
that “Cumulatively, through March 1, 2023, approximately 24% of total units ordered
were from related parties.”  Please revise your filing to quantify your total orders for the
period July 1, 2022 to March 1, 2023 and separately quantify the amount of orders from
related parties.
Critical Accounting Estimates and Judgements
Revenue Growth and the Recoverability Rate of Intangible Assets, page 56
3.We note from your revised disclosure in response to prior comment 4 that intangible
assets comprised approximately 87% of the company’s assets.  This does not appear
mathematically accurate given that as of June 30, 2022, your intangible assets were AU$
22.7 million and your total assets were AU$ 23.4 million.  Please revise your filing
accordingly.
Financial Statements, page F-1
4.We note from your disclosures on page F-16 that your financial statements are presented
in Australian dollars.  Additionally we note that when presenting Australian dollars you
have used the currency abbreviations AUD, AUD$, AU$, A$ and $.   When referring to
United States dollars you have used various currency abbreviations including $.  In order
for investors to clearly determine the currencies presented, please revise your filing to
define and present all currency abbreviations in a consistent manner.  Ensure that your
revised presentation does not use the same currency symbol for different currencies.
Exhibits
5.We note that the legal opinion filed as Exhibit 5.1 does not opine as to the validity of the
Resale Shares. Please revise. See Section II.B.2.h. of Staff Legal Bulletin No. 19.
General
6.Please revise the cover pages of both the primary and resale prospectuses to clearly state,
if true, that selling shareholders may not commence their resale of shares until after the
IPO closes. If this is not the case, please clarify.
            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.

 FirstName LastNameNathan Givoni
 Comapany NameGelteq Limited
 March 27, 2023 Page 3
 FirstName LastName
Nathan Givoni
Gelteq Limited
March 27, 2023
Page 3
            You may contact Eric Atallah at 202-551-3663 or Al Pavot at 202-551-3738 if you have
questions regarding comments on the financial statements and related matters.  Please contact
Arzhang Navai at 202-551-4676 or Laura Crotty at 202-551-7614 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Richard I. Anslow, Esq.

CORRESP
1
filename1.htm

Gelteq Limited

Level 4

100 Albert Road

South Melbourne VIC, 3025

Australia

VIA EDGAR

March 17, 2023

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Life Sciences

100 F Street, NE

Washington, D.C. 20549

Attn: Eric Atallah

    Re:
    Gelteq Limited

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

Filed February 6, 2023

File No. 333-267169

Dear Mr. Atallah:

Gelteq Limited (the “Company,”
“we,” “our” or “us”) hereby transmits its response to the comment letter received from the staff
(the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”) on February 21,
2023, regarding the Registration Statement on Form F-1 filed with the Commission on February 6, 2023 (the “Registration Statement”).

For the Staff’s convenience,
we have repeated below the Staff’s comments in bold, and have followed each comment with the Company’s response. Disclosure
changes made in response to the Staff’s comments have been made in Amendment No. 3 to the Registration Statement (the “Amendment”)
which is being submitted to the Commission contemporaneously with the submission of this letter.

Amendment No. 2 to Registration Statement on Form F-1 filed February
6, 2023

Prospectus Summary

The Offering, page 9

    1.
    We note that your offering summary calculations on page 9 do not include the 1,749,243 Ordinary Shares covered by the resale prospectus, which may proceed even if the primary underwritten offering of shares does not. Please reconcile.

Response: The Company respectfully acknowledges the Staff’s comment and
advises the Staff that the resale offering will not proceed unless the Company’s Nasdaq listing is approved and the underwritten
offering proceeds. Accordingly, the Company has revised the cover pages of the Public Offering Prospectus and the Resale Prospectus, the
Explanatory Note page and pages 10, 35, Alt-10 and Alt-13 of the Amendment, to clarify the foregoing.

    2.
    We note your response to our prior comment 3. Please revise the Lock-up disclosure on page 10 to explicitly state the selling shareholders are able to resell their shares during the twelve months following the company’s listing on Nasdaq, if approved.

Response: The Company respectfully
acknowledges the Staff’s comment and has accordingly revised page 9 of the Amendment.

Management’s Discussion and Analysis
of Financial Condition and Results of Operations, page 50

    3.
    As previously requested in prior comment 1, please provide disclosures of the related party revenue amounts, not just the order volume amounts. Also discuss the disparity between related party orders of 50.2% and related party revenue of 91.0% during the year ended June 30, 2022. In this regard, the $134,231 amount disclosed on page F-38 exceeds 90% of your F 22 $147,536 revenue.

Response: The Company respectfully acknowledges the Staff’s comment and
has accordingly revised pages 1, 4, 45, 46, 59, 62, Alt-1 and Alt-4 of the Amendment. Further, the Company advises the Staff that for
the year ended June 30, 2022, approximately 50.2% of its total orders placed, which includes deferred revenue, was from related parties.
For the avoidance of doubt, deferred revenue is where funds have been received from customers for units that are yet to be delivered and
as such are not recognized. Excluding deferred revenue, approximately 91% of the revenue from delivered orders for the year ended June
30, 2022 was derived from orders from related parties. The following table illustrates the foregoing discrepancy between related party
orders and related party revenue:

Type of Transaction

    Total
 Orders
 placed

    in the
 year ended

 June 30,
 2022
    Orders
 from
 related
    parties
 in the
 year ended

June 30,
 2022
    Percentage of

 orders from

    related parties

for the

year ended

June 30,

2022

    Revenue from Delivered Orders
    $ 147,536
    $ 134,231
      91 %

    Deferred Revenue (Orders yet to be delivered)
    $ 119,765
    $ 0
      0 %

    Total Orders
    $ 267,301
    $ 134,231
      50.2 %

Intangible Assets, page 56

    4.
    Intangible assets comprise 97% of your total assets. Based on your disclosure on page F-27, it appears that the recoverability of this asset is primarily based on an assumption that revenues will increase at an average rate of 92% annually in the next 6.5 years. As previously requested, please disclose the objective evidence (if any) that management used to derive this assumption. In order for readers to fully understand the estimation uncertainty and the impact of this critical assumption on your impairment analysis, please also disclose your actual volume in the final year of your 6.5 year forecast. See the Instructions to Item 5 of Form 20-F and the Commission’s Interpretive Release 33-8350.

Response: The Company respectfully acknowledges the Staff’s comment and
has accordingly revised pages 56 and 57 of the Amendment.

Asiana Trading Corporation, page 97

    5.
    Regarding
                                    your response to prior comment 7, please clarify for us how you concluded that Mr. Olyniec “had
                                    limited control over day-to-day commercial decision making” of Asiana if he was its sole director
                                    (Exhibits 10.20 and 10.21). In addition, please expand your disclosure on page 97 to state whether
                                    the services provided by Asiana under the Consulting Services Agreement were performed by Mr. Olyniec.
                                    Tell us how many employees Asiana had during the term of this Agreement. Disclose also whether the
                                    Agreement was terminated and if so, the date thereof. Further, please clarify for us whether Mr.
                                    Olyniec both received $143,977 (p. F-38) of management fees from Gelteq in FY 22 and also paid Gelteq
                                    $134,231 in FY 22 for product purchases. Tell us how you were able to reasonably estimate the fair
                                    value of these product sales transactions in the event that Mr. Olyniec was both a manager and a
                                    customer of Gelteq.

Response: The Company respectfully acknowledges the Staff’s comment and
has accordingly revised page 98 of the Amendment to clarify the relationship between Asiana Trading Corporation Limited (“Asiana”)
and Jeffrey Olyniec.

The Company advises the Staff that on
July 1, 2021, it entered into a Consulting Services Agreement (the “Consulting Agreement”) with Asiana. Asiana introduces
new products on behalf of their clients in China, including local sales marketing efforts, legal and compliance support, logistics services,
and local supplier introductions. During the term of the Consulting Agreement, Asiana had provided management services to the Company
to facilitate the Company’s services undertaken in China, including legal expenses, product samples and pre-paid expenses.

The Company paid Asiana AUD$177,065.09
(approximately USD$122,751.26) under the Consulting Agreement to reimburse certain operating costs of Asiana, which had five employees.
While Mr. Olyniec was the sole shareholder of Asiana, from October 2020 until December of 2021 and one its two directors, he received
none of the amounts paid to Asiana under the Consulting Agreement. As such, Mr. Olyniec was not reimbursed from the funds earned under
the Consulting Agreement and did not perform the services stipulated in the Consulting Agreement. On December 25, 2021, Mr. Olyniec resigned
as a director and is no longer is a director of Asiana.

    2

For the fiscal year ended June 30, 2022,
Asiana facilitated introductions to four clients which each placed orders directly from the Company in the aggregate of AUD$134,231 (approximately
USD$93,118.71). Asiana did not place any orders on behalf of itself or the four clients. All purchase orders were negotiated by the executives
of the Company and the purchasing party without any involvement from Mr Olyniec. Mr. Olyniec did not receive any commissions from the
sales on the introductions to any of the four clients.

The four clients that placed orders were considered a related party
to the Company, in accordance with international accounting standards, solely for the purposes of the financial statements for the year
ended June 30, 2022.

While the Consulting Agreement has not
been terminated, the Company did not receive any orders from Asiana for the fiscal year ended June 30, 2022.

Experts, page 130

    6.
    We note your response to our prior comment 6 and the consent of Leadenhall Valuation Services Pty Ltd now filed as Exhibit 23.5. Please also revise the “Experts” section on page 130 to include Leadenhall and file a copy of the valuation report as an exhibit to the registration statement. See Item 601 (b) of regulation S-k and Securities Act Rule 408. To the extent you do not believe the valuation report is required to be filed, please provide an analysis supporting your determination.

Response: The Company respectfully acknowledges the Staff’s comment and
has removed the references to the Leandenhall Valuation Services Pty Ltd (“Leadenhall”) in the Amendment. Accordingly,
we have revised pages 53, 57 and F-26 and removed the consent of Leadenhall as an exhibit to the Amendment.

General

    7.
    We note that the resale offering may proceed whether or not the company’s shares are approved for listed on Nasdaq, in which case the primary underwritten offering will not occur, and alternatively, if the shares are listed on Nasdaq may proceed prior to the closing of the Primary prospectus do not address all of the potential implications of these two scenarios. For instance, in the event the company’s shares are not listed on Nasdaq and the company is quoted on the Pink markets, the resale offering must remain at a fixed price for the duration of the offering. In addition, the number of shares reflected in the Offering Summary on page Alt-9 does not reflect the two potential outcomes (with the primary offering closing and without). Please revise the alternate pages, adding pages where required, to reflect the implications of each potential outcome. Specifically, ensure you include risk factor disclosure addressing the impacts if the Nasdaq listing is not approved.

Response: The Company respectfully acknowledges the Staff’s comment and
advises the Staff that the resale offering will not proceed unless the Company’s Nasdaq listing is approved and the underwritten
offering proceeds. Accordingly, the Company has revised the cover pages of the Public Offering Prospectus and the Resale Prospectus, the
Explanatory Note page and pages 10, 35, Alt-10 and Alt-13 of the Amendment, to clarify the foregoing.

Selling Shareholders, page Alt-11

    8.
    We note that Vertical Holdings LLC has been added as a selling shareholder. Please revise your disclosure to provide more information regarding the circumstances under which Vertical Holdings acquired the shares it intends to resell in the secondary offering, including its relationship to the company, if any.

Response: The Company respectfully acknowledges the Staff’s comment and
has accordingly revised page Alt-12 of the Amendment. The Company further advises the Staff that Vertical Holdings LLC is an investor
client of Boustead Securities, LLC and does not have any relationship with the Company.

* * * *

    3

We thank the Staff for its
review of the foregoing and the Amendment. If you have any further comments or questions, please feel free to contact to our counsel,
Richard I. Anslow, ranslow@egsllp.com or by telephone at (212) 370-1300.

    Sincerely,

    /s/ Nathan Givoni

    Nathan Givoni, Chief Executive Officer

    Gelteq Limited

    cc:
    Richard I Anslow, Esq.

    Ellenoff Grossman & Schole LLP

    4

United States securities and exchange commission logo
February 21, 2023
Nathan Givoni
Chief Executive Officer
Gelteq Pty Ltd
Level 7
612-616 St Kilda Rd
Melbourne VIC, 3004
Australia
Re:Gelteq Pty Ltd
Amendment No. 2 to Registration Statement on Form F-1
Filed February 6, 2023
File No. 333-267169
Dear Nathan Givoni:
            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 9, 2022 letter.
Amendment No. 2 to Registration Statement on Form F-1 filed February 6, 2023
Prospectus Summary
The Offering, page 9
1.We note that your offering summary calculations on page 9 do not include
the 1,749,243 Ordinary Shares covered by the resale prospectus, which may proceed even
if the primary underwritten offering of shares does not. Please reconcile.
2.We note your response to our prior comment 3. Please revise the Lock-up disclosure on
page 10 to explicitly state that the selling shareholders are able to resell their shares during

 FirstName LastNameNathan Givoni
 Comapany NameGelteq Pty Ltd
 February 21, 2023 Page 2
 FirstName LastNameNathan Givoni
Gelteq Pty Ltd
February 21, 2023
Page 2
the twelve months following the company's listing on Nasdaq, if approved.
Management's Discussion and Analysis of Financial Condition and Results of Operations, page
50
3.As previously requested in prior comment 1, please provide disclosures of the related
party revenue amounts, not just the order volume amounts. Also discuss the disparity
between related party orders of 50.2% and related party revenue of 91.0% during the year
ended June 30, 2022. In this regard, the $134,231 amount disclosed on page F-38 exceeds
90% of your FY 22 $147,536 revenue.
Intangible Assets, page 56
4.Intangible assets comprise 97% of your total assets. Based on your disclosure on page F-
27, it appears that the recoverability of this asset is primarily based on an assumption that
revenues will increase at an average rate of 92% annually in the next 6.5 years. As
previously requested, please disclose the objective evidence (if any) that management
used to derive this assumption. In order for readers to fully understand the estimation
uncertainty and the impact of this critical assumption on your impairment analysis, please
also disclose your actual volume of products sold in the year ended June 30, 2022 and the
amount of your assumed sales volume in the final year of your 6.5 year forecast. See the
Instructions to Item 5 of Form 20-F and the Commission's Interpretive Release 33-8350.
Asiana Trading Corporation, page 97
5.Regarding your response to prior comment 7, please clarify for us how you concluded that
Mr. Olyniec "had limited control over day-to-day commercial decision making" of Asiana
if he was its sole director (Exhibits 10.20 and 10.21). In addition, please expand your
disclosure on page 97 to state whether the services provided by Asiana under the
Consulting Services Agreement were performed by Mr. Olyniec. Tell us how many
employees Asiana had during the term of this Agreement. Disclose also whether whether
the Agreement was terminated and if so, the date thereof. Further, please clarify for us
whether Mr. Olyniec both received $143,977 (p. F-38) of management fees from Gelteq in
FY 22 and also paid Gelteq $134,231 in FY 22 for product purchases. Tell us how you
were able to reasonably estimate the fair value of these product sales transactions in the
event that Mr. Olyniec was both a manager and a customer of Gelteq.
Experts, page 130
6.We note your response to our prior comment 6 and the consent of Leadenhall Valuation
Services Pty Ltd now filed as Exhibit 23.5. Please also revise the “Experts” section on
page 130 to include Leadenhall and file a copy of the valuation report as an exhibit to the
registration statement. See Item 601(b) of regulation S-k and Securities Act Rule 408. To
the extent you do not believe the valuation report is required to be filed, please provide an
analysis supporting your determination.

 FirstName LastNameNathan Givoni
 Comapany NameGelteq Pty Ltd
 February 21, 2023 Page 3
 FirstName LastName
Nathan Givoni
Gelteq Pty Ltd
February 21, 2023
Page 3
General
7.We note that the resale offering may proceed whether or not the company's shares are
approved for listed on Nasdaq, in which case the primary underwritten offering will not
occur, and alternatively, if the shares are listed on Nasdaq may proceed prior to the
closing of the primary offering. We also note that the alternate pages provided at the end
of the primary prospectus do not address all of the potential implications of these two
scenarios. For instance, in the event the company's shares are not listed on Nasdaq and the
company is quoted on the Pink markets, the resale offering must remain at a fixed price
for the duration of the offering. In addition, the number of shares reflected in the Offering
Summary on page Alt-9 does not reflect the two potential outcomes (with the primary
offering closing and without). Please revise the alternate pages, adding pages where
required, to reflect the implications of each potential outcome. Specifically, ensure you
include risk factor disclosure addressing the impacts if the Nasdaq listing is not approved.
Selling Shareholders, page Alt-11
8.We note that Vertical Holdings LLC has been added as a selling shareholder. Please revise
your disclosure to provide more information regarding the circumstances under which
Vertical Holdings acquired the shares it intends to resell in the secondary offering,
including its relationship to the company, if any.
            You may contact Eric Atallah at 202-551-3663 or Al Pavot at 202-551-3738 if you have
questions regarding comments on the financial statements and related matters.  Please contact
Arzhang Navai at 202-551-4676 or Laura Crotty at 202-551-7614 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Richard I. Anslow, Esq.

CORRESP
1
filename1.htm

Gelteq Limited

Level 4

100 Albert Road

South Melbourne VIC, 3025

Australia

VIA EDGAR

February 3, 2023

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Life Sciences

100 F Street, NE

Washington, D.C. 20549

Attn: Eric Atallah

    Re:
    Gelteq Pty Limited

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

Filed December 9, 2022

File No. 333-267169

Dear Mr. Atallah:

Gelteq Limited (the “Company,”
“we,” “our” or “us”) hereby transmits its response to the comment letter received from the
staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”) on
December 28, 2022, regarding the Registration Statement on Form F-1 filed with the Commission on December 9, 2022 (the
“Registration Statement”). In addition, the Company hereby transmits its supplemental response to comment number 9 from the comment letter received from the Staff
dated September 19, 2022 (the “Previous Staff Comment”), regarding the Registration Statement on Form F-1 filed with the Commission
on August, 30, 2022.

For the Staff’s convenience,
we have repeated below the Staff’s comments, including the Previous Staff Comment numerated as number 8, in bold, and have followed each comment with the Company’s response. Disclosure
changes made in response to the Staff’s comments have been made in Amendment No. 2 to the Registration Statement (the “Amendment”)
which is being submitted to the Commission contemporaneously with the submission of this letter.

Amendment No. 1 to Registration Statement on Form F-1 filed December
9, 2022

Overview, page 1

 1. Every place in the filing where you discuss your product sales, orders, and shipments, please add a
disclosure that quantifies the amount of such transactions which are with related parties. In this regard, it appears that over 90% of
your FY 2022 sales were to related parties (F-38).

Response: The Company respectfully
acknowledges the Staff’s comment and advises the Staff that 50.2% of the sales for the year ended June 30, 2022 were from related
parties involving Jeff Olyniec or Nathan Givoni. As such, the Company has revised pages [1], [4], [45], [46], [58], [60], [Alt-1] and
[Alt-4] of the Amendment accordingly.

Risk Factors, page 13

 2. Please include a risk factor that specifically
discusses the substantial doubt over your ability to continue as a going concern. The audit report disclosure on page F-2 should be addressed
as well as the substantial increase in your FY 22 operating cash flow deficit.

Response: The Company respectfully
acknowledges the Staff’s comment and has accordingly revised page 15 of the Amendment.

Risk Factors

The offering price of the primary offering
and resale offering could differ., page 36

 3. We note you deleted the statement that “[n]o sales of the shares covered by this prospectus shall
occur until the Ordinary Shares sold in our initial public offering begin trading on the Nasdaq” from the cover page of the Resale
Prospectus in response to previous comment 8. We also note your statement in this risk factor that “[t]he selling shareholders may
sell the resale shares at prevailing market prices or at privately negotiated prices after close of the offering and listing of the Ordinary
Shares on Nasdaq” and your statement on page 37 that your “directors, officers and the beneficial owners of 100% of [y]our
Ordinary Shares that are issued and outstanding as of the date of this prospectus will agree not to offer, sell, agree to sell, directly
or indirectly, or otherwise dispose of any Ordinary Shares for a period of up to 12 months from the date on which the trading of [y]our
Ordinary Shares on Nasdaq commences.” Finally, we note that the cover page of the Public Offering Prospectus states that “[i]n
the event that the Ordinary Shares are not approved for listing on the Nasdaq, we will not proceed with this offering.” Please clarify
if you intend for the selling shareholders to be able to resell shares pursuant to the Resale Prospectus (i) prior to the close of your
initial public offering, (ii) in the event your Ordinary Shares are not listed on Nasdaq and you do not proceed with the initial public
offering and/or (iii) during the twelve months following your listing on Nasdaq. Please ensure your disclosure is consistent throughout
both prospectuses regarding the applicable plan of distribution for the resale shares.

Response: The Company respectfully
acknowledges the Staff’s comment and advises the Staff that the selling shareholders are able to resell their shares during the
twelve months following our listing on Nasdaq. As such, the Company has accordingly revised pages [10], [37], and the cover page of the
Amendment.

Cash Flow, page 53

 4. Please expand this disclosure to quantify the amount of additional financing you expect will be required
in order to sustain operations. In this regard, the expected US$5.38 million offering proceeds (page 9) appears inadequate to sustain
operations given that (1) your current assets are less then your current liabilities, (2) you generated a significant operating cash flow
deficit in FY 2022, (3) you expect to continue incurring cash flow deficits through at least 2025 (page F-27), and (4) most of your debt
is due in seven months (page F-30).

Response: The Company respectfully
acknowledges the Staff’s comment and has accordingly revised pages [53] and [F-27] of the Amendment.

Intangible Assets, page 56

 5. We understand that you have concluded that your intangible assets are not impaired even though your
sales and orders have apparently been mostly with related parties and that there is substantial doubt concerning your ability to sustain
operations. Please expand this critical accounting policy disclosure to enable readers to understand the basis for your conclusion. For
example, it is not clear how you derived the 92% average revenue growth rate referenced on page F-27 and whether there is any objective
evidence to support this assumption. Further, please provide a disclosure explaining to readers how you reasonably determined that the
AUS$ $1.91/share offering transaction that began in March and concluded in September was not identified as an impairment indicator given
that your corresponding market capitalization at that price is substantially less than the $50 to $59 million Company fair market value
derived by your valuation expert.

Response: The Company respectfully acknowledges the
Staff’s comment and has accordingly revised pages [56] of the Amendment.

    2

Note 20. Intangibles assets, page F-26

 6. We note your disclosure that management obtained a full valuation of the intangible assets by an independent
expert valuer, Leadenhall. Please tell us why you have not filed a consent of the valuation expert pursuant to Section 11(a) of the Securities
Act of 1933 and Section 436(b) of Regulation C.

Response: The Company respectfully
acknowledges the Staff’s comment and has filed Leadenhall’s consent as Exhibit 23.5 to the Amendment.

Note 19, page F-69

 7. Please clarify for us how you determined that Mr. Olyniec did not control Nutrigel on the date it was
acquired given the disclosure in Exhibit 10.16 that he was Asiana's sole director. The exhibit shows that Asiana held over 50% of Nutrigel's
shares and if Mr. Olyniec was its only Director then it appears he controlled Nutrigel. Tell us also how you reasonably concluded that
Mr. Olyniec "never had any affiliation with Gladwin" given that he signed both contracts filed as Exhibits 10.16 and 10.17 on
behalf of Gladwin and on behalf of Paramount.

Response: The Company respectfully
acknowledges the Staff’s comment and advises the Staff that although Mr. Olyniec was a director of Asiana Trading Corporation (“Asiana”),
he never held shares in Asiana. Further, as a director of Asiana, he had limited control over day-to-day commercial decision making of
the entity. In addition, Mr. Olyniec was not a director of Nutrigel Pty Ltd and he did not have control over the entity nor involvement
in its decision making processes. Nutrigel Pty Ltd Unit Trust was a unit trust with a stapled security deed which required a 70% approval
of all unit holders for any major decisions undertaken. Asiana held only 63.9% of Nutrigel Pty Ltd Unit Trust at the time of the share
swap on June 13, 2021. As a result, the Company does not believe Mr. Olyniec materially controlled Nutrigel Pty Ltd nor Nutrigel Pty Ltd
Unit Trust at the relevant time.

The Company further advises the Staff
that Mr. Olyniec did not sign the agreements filed as Exhibits 10.16 and 10.17 to the Registration Statement and Rosalyn Gladwin was in
fact the signor. Ms. Gladwin is the sole director of Gladwin Ventures Pty Ltd (“Gladwin”). Mr. Olyniec never held shares
in, nor he was a director of, Gladwin. Further, Rosalyn Gladwin has no relationship to Mr. Olyniec. For avoidance of doubt, the Company
had revised Exhibit 10.16 and 10.17 to the Registration Statement to reflect Ms. Gladwin’s name and signature.

 8. We note your newly added disclosure throughout
                                            the registration statement regarding the Pre-IPO Raise. Please clarify when the final closing
                                            is expected to occur and whether the shares to be issued in the Pre-IPO Raise are included
                                            in the Resale Prospectus.

Response: The Company respectfully
acknowledges the Staff’s and advises the Staff supplementally that none of the Pre-IPO Raise participants, except Vertical Holdings
LLC, are listed in the resale prospectus. Accordingly, the Company has revised page Alt-11 of the Amendment.

* * * *

    3

We thank the Staff for its
review of the foregoing and the Amendment. If you have any further comments or questions, please feel free to contact to our counsel,
Richard I. Anslow, ranslow@egsllp.com or by telephone at (212) 370-1300.

    Sincerely,

    /s/ Nathan Givoni

    Nathan Givoni, Chief Executive Officer

    Gelteq Limited

    cc:
    Richard I Anslow, Esq.

    Ellenoff Grossman & Schole LLP

4

United States securities and exchange commission logo
December 28, 2022
Nathan Givoni
Chief Executive Officer
Gelteq Pty Ltd
Level 7
612-616 St Kilda Rd
Melbourne VIC, 3004
Australia
Re:Gelteq Pty Ltd
Amendment No. 1 to Registration Statement on Form F-1
Filed December 9, 2022
File No. 333-267169
Dear Nathan Givoni:
            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 19, 2022 letter.
Amendment No. 1 to Registration Statement on Form F-1 filed December 9, 2022
Overview, page 1
1.Every place in the filing where you discuss your product sales, orders, and shipments,
please add a disclosure that quantifies the amounts of such transactions which are with
related parties. In this regard, it appears that over 90% of your FY 2022 sales were to
related parties (page F-38).
Risk Factors, page 13
2.Please include a risk factor that specifically discusses the substantial doubt over your

 FirstName LastNameNathan Givoni
 Comapany NameGelteq Pty Ltd
 December 28, 2022 Page 2
 FirstName LastNameNathan Givoni
Gelteq Pty Ltd
December 28, 2022
Page 2
ability to continue as a going concern. The audit report disclosure on page F-2 should be
addressed as well as the substantial increase in your FY 22 operating cash flow deficit.
Risk Factors
The offering price of the primary offering and resale offering could differ., page 36
3.We note you deleted the statement that "[n]o sales of the shares covered by this prospectus
shall occur until the Ordinary Shares sold in our initial public offering begin trading on the
Nasdaq" from the cover page of the Resale Prospectus in response to previous comment 8.
We also note your statement in this risk factor that "[t]he selling shareholders may sell the
resale shares at prevailing market prices or at privately negotiated prices after close of the
offering and listing of the Ordinary Shares on Nasdaq" and your statement on page 37 that
your "directors, officers and the beneficial owners of 100% of [y]our Ordinary Shares that
are issued and outstanding as of the date of this prospectus will agree not to offer, sell,
agree to sell, directly or indirectly, or otherwise dispose of any Ordinary Shares for a
period of up to 12 months from the date on which the trading of [y]our Ordinary Shares on
Nasdaq commences." Finally, we note that the cover page of the Public Offering
Prospectus states that "[i]n the event that the Ordinary Shares are not approved for listing
on the Nasdaq, we will not proceed with this offering." Please clarify if you intend for the
selling shareholders to be able to resell shares pursuant to the Resale Prospectus (i) prior
to the close of your initial public offering, (ii) in the event your Ordinary Shares are not
listed on Nasdaq and you do not proceed with the initial public offering and/or (iii) during
the twelve months following your listing on Nasdaq. Please ensure your disclosure is
consistent throughout both prospectuses regarding the applicable plan of distribution for
the resale shares.
Cash Flow, page 53
4.Please expand this disclosure to quantify the amount of additional financing you expect
will be required in order to sustain operations. In this regard, the expected US$5.38
million offering proceeds (page 9) appears inadequate to sustain operations given that (1)
your current assets are less then your current liabilities, (2) you generated a significant
operating cash flow deficit in FY 2022, (3) you expect to continue incurring cash flow
deficits through at least 2025 (page F-27), and (4) most of your debt is due in seven
months (page F-30).
Intangible Assets, page 56
5.We understand that you have concluded that your intangible assets are not impaired even
though your sales and orders have apparently been mostly with related parties and that
there is substantial doubt concerning your ability to sustain operations. Please expand this
critical accounting policy disclosure to enable readers to understand the basis for your
conclusion. For example, it is not clear how you derived the 92% average revenue growth
rate referenced on page F-27 and whether there is any objective evidence to support this
assumption. Further, please provide a disclosure explaining to readers how you reasonably

 FirstName LastNameNathan Givoni
 Comapany NameGelteq Pty Ltd
 December 28, 2022 Page 3
 FirstName LastName
Nathan Givoni
Gelteq Pty Ltd
December 28, 2022
Page 3
determined that the AUS$ $1.91/share offering transaction that began in March and
concluded in September was not identified as an impairment indicator given that your
corresponding market capitalization at that price is substantially less than the $50 to $59
million Company fair market value derived by your valuation expert.
Note 20. Intangibles assets, page F-26
6.We note your disclosure that management obtained a full valuation of the intangible assets
by an independent expert valuer, Leadenhall. Please tell us why you have not filed a
consent of the valuation expert pursuant to Section 11(a) of the Securities Act of 1933 and
Section 436(b) of Regulation C.
Note 19, page F-69
7.Please clarify for us how you determined that Mr. Olyniec did not control Nutrigel on the
date it was acquired given the disclosure in Exhibit 10.16 that he was Asiana's sole
director. The exhibit shows that Asiana held over 50% of Nutrigel's shares and if Mr.
Olyniec was its only Director then it appears he controlled Nutrigel. Tell us also how you
reasonably concluded that Mr. Olyniec  "never had any affiliation with Gladwin" given
that he signed both contracts filed as Exhibits 10.16 and 10.17 on behalf of Gladwin and
on behalf of Paramount.
            You may contact Eric Atallah at 202-551-3663 or Al Pavot at 202-551-3738 if you have
questions regarding comments on the financial statements and related matters.  Please contact
Conlon Danberg at 202-551-4466 or Laura Crotty at 202-551-7614 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Richard I. Anslow, Esq.

CORRESP
1
filename1.htm

Gelteq Limited

Level 4

100 Albert Road

South Melbourne VIC, 3025

Australia

VIA EDGAR

December 9, 2022

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Life Sciences

100 F Street, NE

Washington, D.C. 20549

Attn: Eric Atallah

    Re:
    Gelteq Limited

    Registration Statement on Form F-1

    Filed August 30, 2022

    File No. 333-267169

Dear Mr. Atallah:

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

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

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

Recent Developments, page 5

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

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

Interim Financial Statements, page F-2

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

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

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

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

Note 19, page F-52

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

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

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

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

    2

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

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

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

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

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

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

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

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

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

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

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

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

    3

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

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

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

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

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

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

    4

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

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

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

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

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

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

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

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

    5

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

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

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

United States securities and exchange commission logo
September 19, 2022
Nathan Givoni
Chief Executive Officer
Gelteq Pty Ltd
Level 7
612-616 St Kilda Rd
Melbourne VIC, 3004
Australia
Re:Gelteq Pty Ltd
Registration Statement on Form F-1
Filed August 30, 2022
File No. 333-267169
Dear Mr. Givoni:
            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-1 filed August 30, 2022
Recent Developments, page 5
1.The USD $1.34 Pre-IPO stock sale price has been constant since March 2022 and reflects
the cash price you have received in exchange for stock so it is not clear how you can
reasonably disclose that the price is not an indicator of fair value. Either delete the
disclosure here and on page F-29 or disclose your objective basis for making that
assertion. We may have further comment.
Interim Financial Statements, page F-2
2.As previously requested, please revise pages F-2 and F-5 to clearly define the beginning

 FirstName LastNameNathan Givoni
 Comapany NameGelteq Pty Ltd
 September 19, 2022 Page 2
 FirstName LastNameNathan Givoni
Gelteq Pty Ltd
September 19, 2022
Page 2
and ending dates for each period presented. See the guidance in IAS 1.36 and IAS 1.51
3.We understand that in connection with the IPO, you changed your accounting policy in
the interim period so that you can now report the R&D Tax Incentives as revenue instead
of as components of your tax provision. As previously requested, please revise your
financial statements to classify your tax credit income consistently between periods as
required by IAS 8.19. In assessing materiality, we note that tax incentives and government
grants are the only revenue sources reported in your financial statements.
Note 19, page F-52
4.The AUD$24 million of trade secrets acquired in the June 13, 2021 intangible asset
acquisitions comprise over 94% of your total assets. IAS 38.45-47 provides guidance
concerning the requirement that the asset's fair value be reliably measurable to qualify for
recognition in your financial statements. It appears that you may have measured fair value
solely by applying an unexplained 23% discount to private placement transactions from
February and August of 2020. Your response states that this method was recommended by
the same entity that you describe on page 33 as being involved in your material internal
control weakness and as having limited IFRS experience. Please provide the objective
basis for the 23% discount. Please identify the specific facts and circumstances that can
reasonably explain why the fair value of your stock would have decreased from
AUS$5.10 on June 13, 2021 to the approximate AUS$2 Pre-IPO raising (USD$1.34)
reported in your March 31st and August 30th filings. Tell us the dates and sales prices of
the transactions in which your Director, Mr. Olyniec, disposed of the stock he received
from the June 13, 2021 acquisitions (pages 95-96) and whether any of the stock was sold
for cash or other monetary assets. Include any shares received by Gladwyn Ventures since
it appears that he was its sole Director per Exhibits 10.15 and 10.16. Discuss whether
either Nutrigel or Sport Supplements issued any ownership interests for cash in the six
months prior to the acquisitions. Tell us whether you considered these types of observable
evidence in estimating the fair value of the acquired intangible assets since presumably
such transactions were more proximate than the 2020 private placements. Compliance
with IFRS 13.61-90 should be clearly evident. We may have further comment.
5.It remains unclear whether the June 13, 2021 transactions may have been between entities
under common control. In this regard, it appears that Mr. Olyniec controlled Nutrigel and
may have also controlled Sport Supplements depending on the shares he may have
received through Gladwyn Ventures. Please quantify for us Mr. Olyniec's ownership
interest in these entities and tell us what percentage ownership interest he directly and
indirectly held in the Registrant upon consummation of the June 13, 2021 transactions. If
the transactions were between entities under common control, then please clarify that fact
in the filing.
General
6.The cover page of the IPO Prospectus indicates that you intend to apply to list your

 FirstName LastNameNathan Givoni
 Comapany NameGelteq Pty Ltd
 September 19, 2022 Page 3
 FirstName LastName
Nathan Givoni
Gelteq Pty Ltd
September 19, 2022
Page 3
common stock on the Nasdaq Capital Market while also warning that no assurance can be
given that your application will be approved. Please note that prior to effectiveness the
prospectus must clearly state whether Nasdaq has approved a listing application.
7.We refer to your explanatory note regarding the two alternate prospectuses for the primary
and secondary offering. Please provide us an analysis explaining your basis for
determining that the secondary offering is eligible to be made under Rule 415(a)(1)(i). In
responding, please consider the guidance provided in Compliance Disclosure
Interpretations, Securities Act Rules, Question 612.09.
8.In relation to the newly added Resale Prospectus, we note your statement on the cover
page that any shares sold by the selling shareholders before your ordinary shares are listed
or quoted on an established public trading market will take place at $5.00. However, we
also note your statement that no sales of the shares covered by the Resale Prospectus shall
occur until the ordinary shares sold in your initial public offering begin trading on Nasdaq.
Please reconcile these statements and revise your disclosure accordingly. Please also
confirm your statement on the cover page of the main prospectus that the IPO will not
proceed if the Nasdaq listing is not approved.
9.We note your newly added disclosure throughout the registration statement regarding the
Pre-IPO Raise. Please clarify when the final closing is expected to occur and whether the
shares to be issued in the Pre-IPO Raise are included in the Resale Prospectus.
            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 Eric Atallah at 202-551-3663 or Al Pavot at 202-551-3738 if you have
questions regarding comments on the financial statements and related matters.  Please contact
Conlon Danberg at 202-551-4466 or Laura Crotty at 202-551-7614 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Richard I. Anslow, Esq.

CORRESP
1
filename1.htm

Gelteq Limited

Level 4

100 Albert Road

South Melbourne VIC, 3025

Australia

VIA EDGAR

August 30, 2022

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Life Sciences

100 F Street, NE

Washington, D.C. 20549

Attn: Eric Atallah

 Re: Gelteq Limited

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

Submitted June 30, 2022

CIK No. 0001920092

Dear Eric Atallah:

Gelteq Limited (the “Company,”
“we,” “our” or “us”) hereby transmits its response to the comment letter received from the staff
(the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”) on July 21, 2022,
regarding Amendment No. 1 to the Draft Registration Statement on Form F-1 submitted to the Commission on June 30, 2022.

For the Staff’s convenience,
we have repeated below the Staff’s comments in bold, and have followed each comment with the Company’s response. Disclosure
changes made in response to the Staff’s comments have been made in the  Registration Statement (the “Registration
Statement”), which is being submitted to the Commission contemporaneously with the submission of this letter.

Amendment No. 1 to Draft Registration Statement on Form F-1 submitted
on June 30, 2022

Recent Developments, page 4

 1. We note from your response to prior comment 7 that the valuation of the
shares in your pre-IPO capital raising reflect marketability and illiquidity discounts, while the shares issued on February 4, 2022 do
not reflect such discounts. It remains unclear whether there is an objective basis to reasonably conclude that the fair value of your
stock in February 2022 was so much higher than in your pre-IPO capital raising estimates. Please address the following:

 ● Explain
                                            the methodology and significant assumptions used in determining the marketability and illiquidity
                                            discounts;

 ● Tell
                                            us why marketability and illiquidity discounts were not considered in your February 4, 2022
                                            valuation; and

 ● Identify
                                            all specific facts and circumstances occurring between the two valuation dates that could
                                            reasonably have a material favorable and unfavorable impact on the fair value of your stock.

Response:
The Company respectfully acknowledges the Staff’s comment and advises the Staff that for the February 4, 2022 private placement,
the Company had determined the price of AUD $4.00 (USD $2.88) per share in December 2021. This price reflected a 5% increase to the price
in June 2021 of AUD $5.10 (USD $3.68), which determination is detailed in our response to comment 8 below. The price used in the February
4, 2022 private placement took into account the following factors:

    ●
    The Company made a key assumption
    that an IPO and a public market for the Company’s Ordinary Shares would be created by June 30, 2022.

    ●
    The Nasdaq Composite Index
    increased from 14,980 on December 20, 2021 to 15,871 on December 27, 2021. This analysis reflected close to a 5% increase in public
    company valuations at the time when the Company undertook pricing analysis. The Company subsequently took into account the public
    market rise in valuations, together with increased potential investor sentiment to reflect the 5% increase in value since June 14,
    2021, of AUD $5.10 a share.

    ●
    The number of interested investors,
    through “test the water” discussions, that showed interest to invest at the abovementioned valuation structure. This
    was vindicated by the speed at which we were able to convert interest to firm commitments at the abovementioned valuation structure.

    ●
    Prior
    to the completion of the discussions, the Company had not received a formal valuation proposal.

The
Company also advises the Staff that for the pre-IPO capital fund raising that occurred after February 4, 2022, the Company had determined
the price of AUD $1.86 (USD $1.34) per share on May 11, 2022. The determination, including marketability and illiquidity discount, was
attributable to the following factors:

    ●
    The deterioration of the global
    economic environment deteriorating post-February 2022. For instance, on May 11, 2022, the Nasdaq Composite Index had fallen to 11,364
    since the February 2022 private placement, reflecting close to a 30% drop since the Company last set a share price as described above.
    Further, central banks raised interest rates in unison and high inflation rates across multiple economies was reported.  These
    macroeconomic trends increased the cost of capital and lowered stock valuations globally.

    ●
    Waning investors’ appetite in the capital markets at that time
due to uncertainty in the markets. This was ascertained through feedback received from potential investors during the Company’s
“testing the waters” discussions that occurred in early May 2022, which indicated a reduction of approximately 30-40% of the
Ordinary Shares price was not sufficient to induce investors given the state of the IPO process and the Company’s need for funds.

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

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

    ●
    Growing evidence of potential
    ‘down-rounds’ being undertaken by private companies.

    ●
    The Company acknowledged that challenging market conditions led to a general drop in the valuations of listed and unlisted equities in the first quarter of 2022. More significant falls in valuations were evident in companies which were (i) not profitable and (ii) early stage and / or pre-revenue.

    2

    ●
    The
    Company conducted an analysis for the reduction in pricing of its Ordinary Shares that would be palatable for potential investors
    given the above factors. The Company was influenced by the following information publicly available prior to the pre-IPO capital
    raising activities with the below companies listed on page 70 of our Registration Statement for comparison:

    ●
    Oramed Pharmaceuticals Inc. (NASDAQ: ORMP) closed trading on December 27, 2021 at $14.65 and on May 11, 2022 its share price had decreased to $3.89, reflecting an approximate 277% decrease in share price.

    ●
    Lexaria Bioscience Corp. (NASDAQ: LEXX) closed trading on December 27, 2021 at $4.23 and on May 11, 2022 its share price had decreased to $2.37, reflecting an approximate 66% decrease in share price.

    ●
    Nutriband Inc. (NASDAQ: NRTB) closed trading on December 27, 2021 at $3.08 and on May 11, 2022 its share price had decreased to $3.42, reflecting an approximate 22% decrease in share price.

Further, the Company advises the Staff that the Company’s determination
of the share price of AUD $1.86 (USD $1.34), a 298% discount to share price, and valuation structure, rounded to the nearest whole number
(USD $10,000,000), was not indicative of fair value. The discount and valuation structure reflected the growing concern for the share
price performance of (i) Oramed Pharmaceuticals Inc. (NASDAQ: ORMP), a company developing oral delivery systems for diabetes treatment
that reflects similar therapeutic goals as us, (ii) investors’ sentiment at the time and (iii) urgency to provide working capital
to the business for a public listing and accomplish business objectives.

Summary
Financial Data, page 11

    2.
    We
    note your response and revision to prior comment 10. Please revise to disclose the currency used in your Summary Financial Data and
    Management’s Discussion and Analysis.

 Response:
The Company respectfully acknowledges the Staff’s comment and
has accordingly revised the disclosure on pages 11, 12, 48, 49, 50, 51, 52 and 53 of the Registration Statement.

Revenues,
page 45

    3.
    Please
    disclose here and on page 1 whether the expected June 2022 product shipments actually transpired. If so, quantify the volume of products
    shipped.

 Response:
The Company respectfully acknowledges the Staff’s comment and
has accordingly revised the disclosure on pages 1, 4, 45, 57 and 59 of the Registration Statement.

Business
Pet Market Insights, page 62

    4.
    We
    note your responses to previous comment 4 and re-issue the comment in part. We note there is still a reference in this section to
    statistical information contained in a survey reported on www.kerry.com. Please either file the hyperlinked information or revise
    the prospectus to remove the URL.

Response:
The Company respectfully acknowledges the Staff’s comment and
has accordingly revised the disclosure on page 62 of the Registration Statement.

Research
and Development, page 68

    5.
    We
    note your revised disclosure that the shelf-life stability testing to be run concurrently with your clinical trials in Melbourne,
    Australia will be run by an FDA accepted group. Please clarify what you mean by the term "FDA accepted group."

Response:
The Company respectfully acknowledges the Staff’s comment and
has accordingly revised the disclosure on page 68 of the Registration Statement.

    3

Interim Financial Statements, page F-2

 6. Consistent with your disclosures throughout the filing, please revise
your presentation to clearly indicate if amounts are presented in United States Dollars (US$) or Australian Dollars (A$). Also, please
indicate on pages F-2, F-4 and F-5 the dates of the periods presented (e.g., July 1 to March 31).

Response: The Company
respectfully acknowledges the Staff’s comment and has accordingly revised the disclosure on pages F-1 to F-23 and F-25 to F-29 of
the Registration Statement.

Statement of profit or loss and other comprehensive
income, page F-2

 7. We note that for the nine months ended March 31, 2022 and 2021, you present
your research and development tax incentive as Revenue - Other Income. However for the year ended June 30, 2021 and 2020, these amounts
are presented as a tax benefit. Please revise to present these amounts consistently. Refer to paragraphs 29 to 31 of IAS 20.

Response: The Company
respectfully acknowledges the Staff’s comment and has accordingly revised the disclosure on page 52 of the Registration Statement.
The Company advises the Staff that for the nine months ended March 31, 2022 and 2021, our interim financial statements include the R&D
Tax Incentive as other income. This is in contrast to the financial statements for the year ended June 30, 2021 and 2020, where the R&D
Tax Incentive was listed as a tax expense. We have not reclassified the amounts in the financial statements for the year ended June 30,
2021 and 2020, due to the fact that these amounts are wholly immaterial, and the reclassification, if any, does not impact our overall
losses for either year, nor our earnings per share. For future financial statements, the R&D Tax Incentive will be classified as other
income rather than tax expenses, which reflects the differences between other income and t expenses across the interim (March 31, 2022)
and full year (June 30, 2021) financial statements.

Note 19 - Interests in Subsidiaries, page
F-51

 8. As previously requested, please provide a complete analysis on how the
transactions were accounted for. Provide details (dates, number of shares, cash proceeds) on any third party cash equity transactions
you used to estimate fair value. Explain how the $8.11 share transaction referenced in your response is consistent with the Statement
of Cash Flows on page F-37 which reflects no proceeds from stock transactions in the 2021 fiscal year. Provide us with the "long-term
cashflows forecast" referenced on page F-52 and give us the material assumptions you used including product sales price, sales volumes,
gross margin, free cash flow, discount rates, terminal growth rates, and product lifespan and tell us how these assumptions are reasonably
supportable since the Target companies had no sales or operations when acquired. Specify the IFRS guidance that supports your valuation
methodology. Explain how you concluded that a 20 year useful life was appropriate for "trade secrets" by citing the relevant
IFRS guidance. Explain how you determined that the transactions should not have been accounted for as reverse acquisitions under IFRS
3.B19-B27. Based on page F-47, it appears that there may have been a change in control resulting from these transactions. In addition,
the merger contracts appear to report common stockholders. Finally, if the June 13, 2021 AUD$5.10/sh valuation was indeed accurate, please
explain whether you expect to recognize a material impairment charge in light of the AUD$1.97/sh (USD$1.34/sh) valuation disclosed on
page 5. Given the materiality of the trade secrets asset to your Balance Sheet, we may have further comments.

Response: The Company
respectfully acknowledges the Staff’s comment. The Company advises the Staff that in June 2021, the acquisition (the “Transactions”)
was treated as an intangible asset acquisition rather than a business combination due to the relevant entities not meeting the business
definition included in IFRS 3. The Transactions constituted a scrip for scrip transaction, and as such, the purchase price included an
assessment of the fair value of the Company’s shares. The Company believed the most appropriate determinate of fair value were
the most recent, which were less than 12 months, third-party capital raise transactions, which were:

    ●
    84,000
    shares issued, on a post-split basis, on February, 28, 2020 at an issue share price of $3.5714;

    ●
    39,900
    shares issued, on a post-split basis, each on August 3, 2020 and August 5, 2020 at an issue share price of $8.1114 for an aggregate
    of 79,800 shares;

    ●
    Cash received from the August 5, 2020 issuance in the 2020 financial year; and

    ●
    The Company adopted a discount of approximately 23% on the weighted average of the three share issuances listed above for the purposes of valuing the purchase consideration, on a conservative basis. This resulted in a share price of AUD $5.10 (USD $3.68).

    4

The foregoing method was adopted by the Company
based on advice received from its independent accounting group, Lowe Lippmann Chartered Accountants, on the best method to fairly value
the Transactions.

The Transactions were not deemed to be a reverse acquisition transaction
under IFRS 3.B19-B27 as:

 ● The legal acquirer, Gelteq Pty Ltd, and its management, and/or those charged with governance, retained operational and strategic control
over the merged entity;

 ● The post-transaction entity maintained, in substance, the Company as the controlling entity in the
                                                                                                              group; and

 ● The legally acquired entity had minimal operations or assets, aside from the acquired intellectual property.

Resulting
from the Transactions, the Company as a consolidated entity acquired trade secrets. Trade secrets are attributable to specific products
and brands developed by those entities and the positive synergies expected to the consolidated entity from the Transactions. The trade
secret classifies as a standard patent and hence has a useful life for 20 years. This timeline has been taken from IP Australia, an agency
of the Department of Industry, Innovation and Science of the Australian Government (https://www.ipaustralia.gov.au/patents/understanding-patents/types-patents)
and is globally the standard practice. The treatment is governed by IAS38.

The
Company also advises the Staff that in terms of impairment analysis of intangibles assets, as of June 30, 2022

United States securities and exchange commission logo
July 21, 2022
Nathan Givoni
Chief Executive Officer
Gelteq Pty Ltd
Level 7
612-616 St Kilda Rd
Melbourne VIC, 3004
Australia
Re:Gelteq Pty Ltd
Amendment No. 1 to Draft Registration Statement on Form F-1
Submitted June 30, 2022
CIK No. 0001920092
Dear Mr. Givoni:
            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 on Form F-1 submitted on June 30, 2022
Recent Developments, page 4
1.We note from your response to prior comment 7 that the valuation of the shares in
your pre-IPO capital raising reflect marketability and illiquidity discounts, while the
shares issued on February 4, 2022 do not reflect such discounts. It remains unclear
whether there is an objective basis to reasonably conclude that the fair value of your stock
in February 2022 was so much higher than in your pre-IPO capital raising estimates.
Please address the following:

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•Explain the methodology and significant assumptions used in determining the
marketability and illiquidity discounts;
•Tell us why marketability and illiquidity discounts were not considered in your
February 4, 2022 valuation; and
•Identify all specific facts and circumstances occurring between the two valuation
dates that could reasonably have a material favorable and unfavorable impact on the
fair value of your stock.
Summary Financial Data, page 11
2.We note your response and revision to prior comment 10.  Please revise to disclose the
currency used in your Summary Financial Data and Management’s Discussion and
Analysis.
Revenues, page 45
3.Please disclose here and on page 1 whether the expected June 2022 product shipments
actually transpired. If so, quantify the volume of products shipped.
Business
Pet Market Insights, page 62
4.We note your responses to previous comment 4 and re-issue the comment in part. We note
there is still a reference in this section to statistical information contained in a survey
reported on www.kerry.com. Please either file the hyperlinked information or revise the
prospectus to remove the URL.
Research and Development, page 68
5.We note your revised disclosure that the shelf-life stability testing to be run concurrently
with your clinical trials in Melbourne, Australia will be run by an FDA accepted
group. Please clarify what you mean by the term "FDA accepted group."
Interim Financial Statements, page F-2
6.Consistent with your disclosures throughout the filing, please revise your presentation to
clearly indicate if amounts are presented in United States Dollars (US$) or Australian
Dollars (A$).  Also, please indicate on pages F-2, F-4 and F-5 the dates of the periods
presented (e.g., July 1 to March 31).
Statement of profit or loss and other comprehensive income, page F-2
7.We note that for the nine months ended March 31, 2022 and 2021, you present your
research and development tax incentive as Revenue - Other Income.  However for the year
ended June 30, 2021 and 2020, these amounts are presented as a tax benefit.  Please revise
to present these amounts consistently.  Refer to paragraphs 29 to 31 of IAS 20.

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Page 3
Note 19 - Interests in Subsidiaries, page F-51
8.As previously requested, please provide a complete analysis on how the transactions were
accounted for. Provide details (dates, number of shares, cash proceeds) on any third party
cash equity transactions you used to estimate fair value. Explain how the $8.11 share
transaction referenced in your response is consistent with the Statement of Cash Flows on
page F-37 which reflects no proceeds from stock transactions in the 2021 fiscal year.
Provide us with the "long-term cashflows forecast" referenced on page F-52 and give us
the material assumptions you used including product sales price, sales volumes, gross
margin, free cash flow, discount rates, terminal growth rates, and product lifespan and tell
us how these assumptions are reasonably supportable since the Target companies had no
sales or operations when acquired. Specify the IFRS guidance that supports your valuation
methodology. Explain how you concluded that a 20 year useful life was appropriate for
"trade secrets" by citing the relevant IFRS guidance. Explain how you determined that the
transactions should not have been accounted for as reverse acquisitions under IFRS
3.B19-B27. Based on page F-47, it appears that there may have been a change in control
resulting from these transactions. In addition, the merger contracts appear to report
common stockholders. Finally, if the June 13, 2021 AUD$5.10/sh valuation was indeed
accurate, please explain whether you expect to recognize a material impairment charge in
light of the AUD$1.97/sh (USD$1.34/sh) valuation disclosed on page 5. Given the
materiality of the trade secrets asset to your Balance Sheet, we may have further
comments.
General
9.We note your revised disclosure throughout the filing referring to various events that were
to occur in June 2022, including orders to be delivered relating to deferred revenue, the
commencement of formal testing for feline products, and the expected issuance of shares
to Ocean Street Partners, Inc. Please revise this disclosure in each place that it appears to
provide an update on each of these matters.
10.We note your revised disclosure throughout the prospectus which states that you have
"successfully developed" certain products. Please explain your use of the phrase, as the
company has not received regulatory approvals for any of its products to date and has
been funded since inception by equity contributions, related party loans and government
grants/tax incentives rather than product sales.

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 FirstName LastName
Nathan Givoni
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July 21, 2022
Page 4
            You may contact Eric Atallah at 202-551-3663 or Al Pavot at 202-551-3738 if you have
questions regarding comments on the financial statements and related matters.  Please contact
Conlon Danberg at 202-551-4466 or Laura Crotty at 202-551-7614 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Richard I. Anslow, Esq.

United States securities and exchange commission logo
April 28, 2022
Nathan Givoni
Chief Executive Officer
Gelteq Pty Ltd
Level 7
612-616 St Kilda Rd
Melbourne VIC, 3004
Australia
Re:Gelteq Pty Ltd
Draft Registration Statement on Form F-1
Submitted March 31, 2022
CIK No. 0001920092
Dear Mr. Givoni:
            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 F-1 submitted on March 31, 2022
Cover Page
1.Please revise the cover page of the registration statement to include a bona fide price
range, as required by Instruction 1 to Item 501(b)(3) of Regulation S-K.
Prospectus Summary
Overview, page 1
2.Please revise this section to provide:
•a clear description of the status of each of the five products in your product pipeline,

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to the extent such product is considered material to the company, including a
discussion of the regulatory hurdles that must be overcome prior to the marketing and
sale of such products;
•a statement that the company does not currently market or sell any products, if true;
and
•the fact that the since inception you have funded your operations primarily through a
combination of equity contributions and related party loans, rather than through
product sales, and that your sole revenue to date has been derived from a government
grant.

This information should also be clear in the Business section accompanied by more robust
disclosure of the current nature of the company's operations and the potential timeline for
revenue generation from product sales.
3.Please note that determinations with respect to safety and efficacy of pharmaceuticals are
within the sole authority of the FDA or equivalent foreign regulator.  Please revise your
registration statement to remove statements relating to the safety and efficacy
of pharmaceutical applications of your products in instances where you have not yet
received full approval from an applicable regulator, or clarify that such statements do not
pertain to pharmaceutical applications. For example, we note your statement on page 1
that drugs and nutraceuticals carried in your dosage forms which comprise a gel medium
"can be used more easily, and in many cases more safely, than current alternative delivery
systems" and your statement on page 43 that you consider your products to be "equally
safe and effective for use by both humans and animals."
Our History, page 2
4.You cite to reports for statistical information regarding your industry in this section and
elsewhere in the prospectus. Please note that when an issuer includes an active hyperlink
or an inactive URL for a website that could be converted into an active hyperlink within a
document required to be filed or delivered under the federal securities laws, the issuer
assumes responsibility for the information that is accessible through the hyperlinked
website as if it were part of the filing. Further, the information on the website must be
filed as part of the issuer’s document. Refer to Release No. 34-42728, footnote 41, and file
the hyperlinked information, or revise to remove the URL.

Our Strategy, page 3
5.We refer to your statements here and in the Business section that your pet health
products "could be products related to joint health, coat quality, immune boosting, weight
loss, diabetes and digestion for pets" and your nutraceutical products "could include
dietary fiber, prebiotics, probiotics, vitamins, polyunsaturated fatty acids, antioxidants,
electrolytes and others." Please balance this disclosure to note whether you have
developed or tested products for these specific applications or if these applications are

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currently speculative.
6.We note your statement that you are currently "taking an off-patent API down the
[505(b)(2)] pathway" which you state has the potential to provide you with your own gel-
based prescription drug that you would be able to license or sell yourself. Please provide
further detail regarding this product candidate and the status of such candidate in the
regulatory review process. It should be clear from your disclosure whether you are in the
preclinical stages or what phase of clinical trials you are in, and what further trials or
testing is required.
Recent Developments, page 4
7.Please explain why the stock in the February 4, 2022 transaction is valued at A$5.34/share
whereas the stock in the pre-IPO capital raising is expected to be worth only
US$1.34/share.
8.Please revise your disclosure to name the consultant hired to advise you in connection
with your initial public offering.
The Offering, page 8
9.Please revise the use of proceeds disclosure on page 8 to summarize the ways in which the
proceeds from the offering will be used, rather than providing a cross-reference.
Summary Financial Data, page 10
10.Your Summary Financial Data is presented in United States Dollars (USD or US$).
However, on page F-9 you disclose that your functional currency is the Australian Dollar.
Please revise your Summary Financial Data to comply with the guidance for convenience
translations in Rule 3-20(b)(1) of Regulation S-X.  In this regard, convenience translations
are limited to only the most recent year and interim period. This comment also applies any
other convenience translations in the filing, including your Capitalization and
Management’s Discussion and Analysis sections which should be revised to consistently
present all financial amounts in the same currency as your financial statement reporting
currency. USD translation data may be provided supplementally to, but not in place of,
AUD amounts.
Risk Factors
Risks related to our doing business in the PRC, page 19
11.In order to put the risk factors discussed in the above noted section in context, please
revise your disclosure to quantify any sales originating from China during the most
recently completed financial period and the potential impact of the loss of your Chinese
manufacturing partner on the business, if such loss were to occur.
Disclosure Controls, page 32

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12.You disclose that you and your independent auditors concluded that a material weakness
existed in your internal control over financial reporting relating to several factors, mostly
around independence and the reliance on external accountants too heavily. Please tell us
the identity of the external accountants. Further, in order for readers to fully understand
the material weakness, please expand your disclosure to accurately describe the
qualifications of the external accountants regarding the preparation of financial statements
and footnote disclosures that fully comply with IFRS. Disclose also in the filing whether
UHY had to make any material adjustments to your financial statements.
13.We note that your auditor, UHY Haines Norton, has served as your auditor since 2021.
Please revise your prospectus, where appropriate, to provide the information required
by Item 16F of Form 20-F, as required by Item 4.d of Form F-1, or advise.
Use of Proceeds, page 37
14.Although we note your disclosure that you intend to have broad discretion over the use of
the net proceeds from the offering, please revise your use of proceeds disclosure to
comply with Item 3.C. of Form 20-F by providing the estimated net amount of the
proceeds to be used for each purpose listed in this section. In addition, we refer to your
disclosure that you intend to use the proceeds of the offering, in part, for further research
and development. Please expand this disclosure to indicate how far in the development
process you estimate that the allocated proceeds from the offering will enable you to reach
and whether you anticipate you will need to raise additional funds to complete the
development of any of your product verticals.
15.Please disclose whether you have identified any specific acquisition candidates and
whether you have entered into any acquisition agreements. If so, disclose the materiality
of these transactions.
Management's Discussion and Analysis of Financial Condition and Results of Operations, page
43
16.Please revise your disclosure, where appropriate, to include the qualitative and
quantitative information regarding market risk called for by Item 11 of Form 20-F.
Revenues, page 43
17.Please disclose the specific events that need to occur in order for you to generate the
expected 2022 revenues. Disclose the specific factors you considered in concluding that
2022 license and product sales are likely to occur. Specifically disclose the expected
impact of the 1 million existing unit orders (page 44) on your 2022 operating results and
financial condition.
Acquisitions, page 44
18.Please file the NPL and SSPL acquisition contracts as exhibits. See Item 8 of the Form

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Instructions.
Business
Key Features of the Gel Delivery System, page 53
19.Please describe the meaning and significance of the "generally regarded as safe
("GRAS")" designation when you discuss it in this section, including who determined that
your products meet the GRAS designation.
Human Market Insights, page 56
20.We note your disclosure that a white paper report was prepared at your request by MMIC
in November 2021 and the statement quoted from such report on pages 56-57. Please file
MMIC's consent to being named in the registration statement as an exhibit, as required
Securities Act Rule 436. In addition, explain what you mean when you say MMIC is
responsible for "validating" your product formulations.
Material Contracts, page 60
21.We note your disclosure of material manufacturing, regulatory, sales, customer
and consulting contracts starting on page 60. We also note your disclosure elsewhere in
the prospectus regarding an unsecured shareholder loan. In relation to each of these
material agreements, please revise your disclosure to include a discussion of the material
terms, including the term, termination and payment obligations of each, and file each as
an exhibit to the registration statement. Alternatively, please provide an
analysis supporting your determination that such agreement(s) is not required to be filed
pursuant to Item 601(b)(10) of Regulation S-K.
Research and Development, page 60
22.We refer to your disclosure that as part of your clinical development with respect
to the 505(b)(2) pathway "animal and human clinical trials will be conducted" with an
estimated completion time of around December 2022. Please expand on this disclosure to
provide additional details regarding the current status and planned location of such trials.
Customer Contracts, page 61
23.Please expand your disclosure regarding the customer contracts to explain what you mean
when you say the seven licensees are the "first to trial for use of [y]our products." Please
also describe the status of the orders and corresponding receipt of revenue, and whether
the products covered by the contracts have received regulatory approval at this time. If no
such approval is required, please explain why.
Intellectual Property, page 61
24.We refer to your disclosure regarding U.S. patent 10,983,132 for an oral glucose tolerance
test gel and testing method for diabetes diagnostics and your second, third and fourth

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patent families. Please expand your disclosure to indicate the expiration date of
U.S. patent 10,983,132. Additionally, please indicate whether this patent and the patents
for your second, third and fourth patent families are, or are expected to be, composition of
matter, use or process patents.
Executive Compensation
Agreements with Named Executive Officers, page 82
25.We note your disclosure regarding your employment agreements with Messrs. Szewach
and Givoni. Please file these agreements as exhibits or provide us your basis for not filing
them pursuant to Regulation S-K, Item 601(b)(10).
Beneficial Ownership of Securities, page 85
26.Please identify the natural person or persons who directly or indirectly exercise sole or
shared voting and/or investment power with respect to the ordinary shares held by ACK
Pty Ltd ATF Markoff Superannuation Fund No.2, Barabash Nominees Pty Ltd, Chaplin
Investments Pty Ltd and Grinwade Investments Pty Ltd. Additionally, please confirm
whether Mr. Szewach has sole or shared voting or investment power over the ordinary
shares held by Chaplin Investments Pty Ltd and whether or not such shares are included in
the listed amount of ordinary shares beneficially owned by Mr. Szewach.
Financial Statements
Note 4 - Other Income, page F-13
27.We note that you receive government support by way of a tax refund for research and
development expenditure.  Please disclose the significant terms and conditions of the
government programs that provide for these payments. Also, please disclose your
accounting policy for such payments, including why the amounts are presented as tax
income. Further, please explain in your Management’s Discussion and Analysis
section why this tax income increased in 2021 even though your corresponding R&D
expenses significantly decreased.
Note 19 - Interests in Subsidiaries, page F-22
28.We note that during the year ended June 30, 2021, you acquired 100% interests in
Nutrigel Pty Ltd and Unit Trust and Sport Supplements Pty Ltd and Unit Trust. Please
give us the complete analysis you performed to estimate the fair value of the consideration
paid in each acquisition. Tell us also the objective and verifiable evidence that you
considered in establishing the 20 year life for acquired trade secrets. Further, explain how
you determined that these transactions were asset acquisitions under IFRS 3. In addition,
please revise your disclosure to present the consideration issued on a post-split basis.

Exhibit Index, page II-3

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Nathan Givoni
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April 28, 2022
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29.Please revise the Exhibit Index to include a consent from the Company's auditors.
Signatures, page II-7
30.Identify your principal financial officer and your principal accounting officer. See page 11
of the Form Instructions.
General
31.Please provide us with supplemental 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,
have presented or expect to present to potential investors in reliance on Section 5(d) of the
Securities Act, whether or not you retained, or intend to retain, copies of those
communications.
            You may contact Eric Atallah at 202-551-3663 or Al Pavot at 202-551-3738 if you have
questions regardin