SecProbe.io

CORRESP
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 IceCure Medical Ltd.

 7 Ha'Eshel St., PO Box 3163

 Caesarea, 3079504 Israel

 July 3, 2025

 VIA EDGAR

 Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, N.E.

 Washington, DC 20549

 RE:
 IceCure Medical Ltd. (CIK 0001584371)

 Registration Statement No. 333-288062 on Form F-1 (the "Registration Statement")

 Ladies and Gentlemen:

 IceCure Medical Ltd. (the
" Registrant ") hereby requests acceleration of the effectiveness of the above-referenced Registration Statement pursuant
to Rule 461 under the Securities Act of 1933, as amended (the " Securities Act "), so that it may become effective on
July 9, 2025 at 5:15 p.m., Eastern Time, or as soon thereafter as is practicable.

 The Registrant understands
that the Commission will consider this request for acceleration of the effective date of the Registration Statement as a confirmation
of the fact that the Registrant is aware of its responsibilities under the Securities Act as they relate to the proposed public offering
of the securities specified in the Registration Statement.

 The Registrant respectfully
requests that it be notified of such effectiveness by a telephone call to Eric Victorson, Esq. of Sullivan & Worcester LLP at (212)
660 3092 and that such effectiveness also be confirmed in writing.

 Very truly yours,

 IceCure Medical Ltd.

 By:
 /s/ Ronen Tsimerman

 Ronen Tsimerman, Chief Financial Officer

United States securities and exchange commission logo
January 10, 2024
Ronen Tsimerman
Chief Financial Officer
IceCure Medical Ltd.
7 Ha’Eshel St., PO Box 3163
Caesarea, 3079504 Israel
IceCure Medical Ltd.
Re:IceCure Medical Ltd.
Annual Report on Form 20-F filed March 29, 2023
File No. 001-40753
Dear Ronen Tsimerman:
            We have completed our review of your filing. 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.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services
cc:       Eric Victorson

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IceCure Medical Ltd.

7 Ha’Eshel St., PO Box 3163

Caesarea, 3079504 Israel

January 10, 2024

Via EDGAR

Benjamin Richie

Abby Adams

Securities and Exchange Commission

Division of Corporation Finance

Office of Industrial Applications and Services

100 F Street, NE

Washington, DC 20549

    Re:
    IceCure Medical Ltd.

Supplemental Response dated October 13, 2023

Annual Report on Form 20-F filed March 29, 2023

File No. 001-40753

Dear Sir and Madam:

The purpose of this letter is to respond to the
comment letter dated January 9, 2024 received from the staff (the “Staff”) of the U.S. Securities and Exchange Commission
regarding the above-mentioned Annual Report on Form 20-F (“Form 20-F”). For your convenience, your original comment appears
in bold text, followed by our response.

Supplemental Response Dated October 13, 2023, regarding Annual
Report on Form 20-F filed March 29, 2023

General

 1. We note in your response that one of the members of the board of directors of the Company is a Chinese
citizen and another holds British citizenship and citizenship of the Hong Kong Special Administrative Region of the People’s Republic
of China. In future filings, to the extent that one or more of your officers and/or directors are located in China or Hong Kong, please
create a separate Enforceability of Civil Liabilities section for the discussion of the enforcement risks related to civil liabilities
due to your officers and directors being located in China or Hong Kong. Please identify each officer and/or director located in China
or Hong Kong and disclose that it will be more difficult to enforce liabilities and enforce judgments on those individuals. For example,
discuss more specifically the limitations on investors being able to effect service of process and enforce civil liabilities in China,
lack of reciprocity and treaties, and cost and time constraints. Also, please disclose these risks in a separate risk factor, which should
contain disclosures consistent with the separate section, and include the risk in your summary risk factor disclosure.

Response: We acknowledge the
Staff’s comment and will include disclosure and a risk factor regarding the enforceability of civil liabilities with regards to
members of the board of directors who are located in China or Hong Kong in future filings.

If you have any questions or require additional
information regarding this letter, please do not hesitate to contact Eric Victorson at (212) 660-3092 or Oded Har-Even at (212) 660-5002,
each of Sullivan & Worcester LLP.

    Sincerely,

    IceCure Medical Ltd.

    By:
    /s/ Eyal Shamir

    Eyal Shamir

Chief Executive Officer

United States securities and exchange commission logo
January 9, 2024
Ronen Tsimerman
Chief Financial Officer
IceCure Medical Ltd.
7 Ha’Eshel St., PO Box 3163
Caesarea, 3079504 Israel
IceCure Medical Ltd.
Re:IceCure Medical Ltd.
Supplemental Response dated October 13, 2023
Annual Report on Form 20-F filed March 29, 2023
File No. 001-40753
Dear Ronen Tsimerman:
            We have reviewed your October 13, 2023 response to our comment letter and have the
following comment.
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe
the comment applies to your facts and circumstances, please tell us why in your response.  After
reviewing your response to this letter, we may have additional comments.
Supplemental Response Dated October 13, 2023 regarding Annual Report on Form 20-F filed
March 29, 2023
General
1.We note in your response that one of the members of the board of directors of the
Company is a Chinese citizen and another holds British citizenship and citizenship of the
Hong Kong Special Administrative Region of the People’s Republic of China. In future
filings, to the extent that one or more of your officers and/or directors are located in China
or Hong Kong, please create a separate Enforceability of Civil Liabilities section for the
discussion of the enforcement risks related to civil liabilities due to your officers and
directors being located in China or Hong Kong. Please identify each officer and/or
director located in China or Hong Kong and disclose that it will be more difficult to
enforce liabilities and enforce judgments on those individuals. For example, discuss more
specifically the limitations on investors being able to effect service of process and enforce
civil liabilities in China, lack of reciprocity and treaties, and cost and time constraints.

 FirstName LastNameRonen Tsimerman
 Comapany NameIceCure Medical Ltd.
 January 9, 2024 Page 2
 FirstName LastName
Ronen Tsimerman
IceCure Medical Ltd.
January 9, 2024
Page 2
Also, please disclose these risks in a separate risk factor, which should contain disclosures
consistent with the separate section, and include the risk in your summary risk factor
disclosure.
            Please contact Jeanne Baker at 202-551-3691 or Terence O'Brien at 202-551-3355 if you
have questions regarding the financial statements and related matters. Please contact Benjamin
Richie at 202-551-7857 or Abby Adams at 202-551-6902 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services
cc:       Eric Victorson

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ICECURE
MEDICAL ltd.

7 Ha’Eshel St., PO Box 3163

Caesarea, 3079504 Israel

October 13, 2023

Via EDGAR

Jeanne Baker

Terence O’Brien

Securities and Exchange Commission

Division of Corporation Finance

Office of Industrial Applications and Services

100 F Street, NE

Washington, DC 20549

    Re:
    IceCure Medical Ltd. (the “Company,” “we,” “our” and similar terminology)

Form 20-F filed March 29, 2023

File No. 001-40753

Dear Sir and Madam:

The purpose of this letter is to respond to the
comment letter dated September 7, 2023 received from the staff (the “Staff”) of the U.S. Securities and Exchange Commission
regarding the above-mentioned Annual Report on Form 20-F (“Form 20-F”). For your convenience, your original comments appear
in bold text, followed by our response.

Annual Report on Form 20-F filed
March 29, 2023

General

 1. We note your disclosure that two of your three subsidiaries are in China, your
52.7% shareholder and multiple members of your Board of Directors are based in China, and geographically, it appears that a significant
portion of your revenue is generated in China. Please review the Division of Corporation Finance’s December 20, 2021, guidance “Sample
Letter to China-Based Companies” available at https://www.sec.gov/corpfin/sample-letter-china-based-companies and provide us with
an analysis of whether you are based in or have the majority of your operations in China, which includes Hong Kong. If so, please update
your disclosure to fully discuss the legal and operational risks associated with being a China-based company, or explain why such comments
are not applicable to the company.

Response: We acknowledge
the Staff’s comment and, after reviewing the Division of Corporation Finance’s Sample Letter to China-Based Companies (the
“Sample Letter”), respectfully advise the Staff that we are not a China-based issuer and, consequently, that the concerns
raised in the Sample Letter are not applicable to the Company. The Sample Letter defines “China-based issuers” as “companies
that are based in or have the majority of their operations in the People’s Republic of China”, thus limiting the scope of
the Sample Letter’s application to companies that (i) are based in the People’s Republic of China, or (ii) have a majority
of their operations in the People’s Republic of China. As the Company describes below, it falls under neither prong of this definition.

Jeanne Baker and Terence O’Brien

Division of Corporation Finance

Office of Industrial Applications and Services

Securities and Exchange Commission

October 13, 2023

Page 2

 (i) The
Company is not based in China.

 ● The
                                            Company is organized under the laws of the State of Israel, headquartered in Israel and its
                                            executive team sits in Caesarea, Israel. Israel has been the business’ headquarters
                                            since the Company’s inception in 2006.

    ●
    Of the Company’s eight
    executive officers, seven are Israeli citizens and one is an American citizen.

    ●
    While
    (a) the Company’s largest shareholder is a fund whose principal place of business is the Hong Kong Special Administrative Region
    of the People’s Republic of China and (b) one of the members of the board of directors of the Company is a Chinese citizen
    and another member of the board of directors of the Company holds British citizenship and citizenship of the Hong Kong Special Administrative
    Region of the People’s Republic of China, the five other members of the board of directors of the Company are Israeli citizens,
    two of which are external directors, as defined under the Israeli Companies Law, 5759-1999 (the “Companies Law”) and
    all key decision-making processes and governance managing the Company have been and are expected to remain outside of China.

    (ii)
    The
    Company does not have the majority of its operations in China.

    ●
    The Company
    derives only a small portion of its revenue from China. Revenue from China for fiscal year ended December 31, 2022 was $104
    thousand, or approximately 3.37% of the Company’s total revenues. For the nine months ended September 30, 2023, the Company
    has derived $232 thousand of revenue from China, or approximately 11.8% of the Company’s total revenues for such period.

    ●
    As of
    September 30, 2023, the Company’s operations in China are limited to only two employees (out of approximately 78 globally)
    who are focused exclusively on marketing, business development and regulatory activities. The vast majority of our employees are
    located in Israel. The Company conducts no manufacturing or other operations in China.

    ●
    The Company does not own substantial
    assets or conduct substantial operations in China.

    ●
    The Company’s
    research and development efforts have been financed in part through royalty-bearing grants from the Israel Innovation Authority (the
    “IIA”). When a company develops know-how, technology or products using IIA grants, the terms of these grants and the
    Israeli Research Law restricts the transfer of such know-how, and the transfer of manufacturing or manufacturing rights of such products,
    technologies or know-how outside of Israel, without the prior approval of the IIA. This restricts our ability to move the production
    of our products outside of Israel, or to sell intellectual property and other know-how.

*    *    *

Jeanne Baker and Terence O’Brien

Division of Corporation Finance

Office of Industrial Applications and Services

Securities and Exchange Commission

October 13, 2023

Page 3

If you have any questions or require additional information
regarding this letter, please do not hesitate to contact Eric Victorson at (212) 660-3092 or Oded Har-Even at (212) 660-5002, each of
Sullivan & Worcester LLP.

Sincerely,

ICECURE MEDICAL LTD.

    By:
    /s/ Eyal Shamir

    Eyal Shamir

    Chief Executive Officer

United States securities and exchange commission logo
September 7, 2023
Ronen Tsimerman
Chief Financial Officer
IceCure Medical Ltd.
7 Ha’Eshel St., PO Box 3163
Caesarea, 3079504 Israel
Re:IceCure Medical Ltd.
Form 20-F filed March 29, 2023
File No. 001-40753
Dear Ronen Tsimerman:
            We have reviewed your filing 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 these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Annual Report on Form 20-F filed March 29, 2023
General
1.We note your disclosure that two of your three subsidiaries are in China, your 52.7%
shareholder and multiple members of your Board of Directors are based in China, and
geographically, it appears that a significant portion of your revenue is generated in
China.  Please review the Division of Corporation Finance's December 20, 2021, guidance
"Sample Letter to China-Based Companies" available at
https://www.sec.gov/corpfin/sample-letter-china-based-companies and provide us with an
analysis of whether you are based in or have the majority of your operations in China,
which includes Hong Kong.  If so, please update your disclosure to fully discuss the legal
and operational risks associated with being a China-based company, or explain why such
comments are not applicable to the company.
            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.

 FirstName LastNameRonen Tsimerman
 Comapany NameIceCure Medical Ltd.
 September 7, 2023 Page 2
 FirstName LastName
Ronen Tsimerman
IceCure Medical Ltd.
September 7, 2023
Page 2
            You may contact Jeanne Baker at 202-551-3691 or Terence O'Brien at 202-551-3355 if
you have questions regarding comments on the financial statements and related matters.  Please
contact Benjamin Richie at 202-551-7857 or Abby Adams at 202-551-6902 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services

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IceCure Medical Ltd.

7 Ha’Eshel St., PO Box 3163

Caesarea, 3079504 Israel

September 12, 2022

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

United States Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

    Re:
    IceCure Medical Ltd. (CIK 0001584371)

    Registration Statement on Form F-3 (File No. 333-267272) (the “Registration Statement”)

    Request for Acceleration of Effective Date

Dear Sir or Madam:

Pursuant to Rule 461
under the Securities Act of 1933, as amended (the “Securities Act”), IceCure Medical Ltd. (the “Registrant”) hereby
requests that the effective date of the above-referenced Registration Statement be accelerated so that it will be declared effective on
September 14, 2022 at 5:00 p.m., Eastern Time, or as soon as practicable thereafter.

The Registrant understands
that the Securities and Exchange Commission will consider this request for acceleration of the effective date of the Registration Statement
as a confirmation of the fact that the Registrant is aware of its responsibilities under the Securities Act as they relate to the proposed
public offering of the securities specified in the Registration Statement.

The Registrant respectfully
requests that it be notified of such effectiveness by a telephone call to Eric Victorson, Esq. of Sullivan & Worcester LLP at (212)
660 3092 and that such effectiveness also be confirmed in writing.

    Very truly yours,

    IceCure Medical Inc.

    By:
    /s/ Eyal Shamir

    Name:
    Eyal Shamir

    Title:
    Chief Executive Officer

United States securities and exchange commission logo
September 7, 2022
Eyal Shamir
Chief Executive Officer
IceCure Medical Ltd.
7 Ha’Eshel St., PO Box 3163
Caesarea, 3079504 Israel
Re:IceCure Medical Ltd.
Registration Statement on Form F-3
Filed September 2, 2022
File No. 333-267272
Dear Mr. Shamir:
            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 Jane Park at 202-551-7439 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Eric Victorson, Esq.

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A.G.P./Alliance
Global Partners

590
Madison Avenue, 28th Floor

New
York, New York 10022

VIA
EDGAR

Securities
and Exchange Commission

Division
of Corporation Finance

100
F Street, N.E.

Washington,
DC 20549

    RE:
    IceCure
    Medical Ltd. (CIK: 0001584371)

    Registration
    Statement No. 333-261487 on Form F-1 (the “Registration Statement”)

Ladies
and Gentlemen:

In
accordance with Rule 461 under the Securities Act of 1933, as amended (the “Securities Act”), and as representative
of the underwriters of the proposed public offering of IceCure Medical Ltd. (the “Company”), we wish to advise you
that we hereby join with the Company’s request that the effective date of the above-referenced Registration Statement on Form F-1
be accelerated so that the same will become effective on December 8, 2021, at 5:00 P.M., Eastern Time, or as soon thereafter as is practicable,
unless the Company notifies you otherwise prior to such time.

Pursuant
to Rule 460 under the Securities Act, we wish to advise you that as of the date hereof, copies of the Preliminary Prospectus to the Registration
Statement, dated December 3, 2021, have been distributed to prospective underwriters, dealers, institutional investors, retail investors
and others.

    Sincerely,

    A.G.P./ALLIANCE
    GLOBAL PARTNERS

    By:
    /s/ Thomas J. Higgins

    Name:
    Thomas J. Higgins

    Title:
     Managing Director

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IceCure Medical LTD.

7 Ha’Eshel St., PO Box 3163

Caesarea, 3079504 Israel

December 6, 2021

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, DC 20549

    RE:
    IceCure Medical Ltd. (CIK: 0001584371)

    Registration Statement No. 333-261487 on Form F-1 (the “Registration Statement”)

Ladies and Gentlemen:

IceCure Medical Ltd. (the
“Registrant”) hereby requests acceleration of the effectiveness of the above-referenced Registration Statement pursuant
to Rule 461 under the Securities Act of 1933, as amended (the “Securities Act”), so that it may become effective on
Wednesday December 8, 2021 at 5:00 p.m., Eastern Time, or as soon thereafter as is practicable. By separate letter, the underwriters of
the issuance of the securities being registered have joined in this request for acceleration.

The Registrant understands
that the Commission will consider this request for acceleration of the effective date of the Registration Statement as a confirmation
of the fact that the Registrant is aware of its responsibilities under the Securities Act as they relate to the proposed public offering
of the securities specified in the Registration Statement.

The Registrant respectfully
requests that it be notified of such effectiveness by a telephone call to Oded Har-Even, Esq. at (212) 660 5002 or Eric Victorson, Esq.
at (212) 660-3092 of Sullivan & Worcester LLP and that such effectiveness also be confirmed in writing.

    Very truly yours,

    IceCure Medical Ltd.

    By:
    /s/ Ronen Tsimerman

    Name:
    Ronen Tsimerman

    Title:
    Chief Financial Officer

United States securities and exchange commission logo
November 23, 2021
Ronen Tsimerman
Chief Financial Officer
IceCure Medical Ltd.
10 W Prospect Street, Suite 40
Nanuet, NY 10954
Re:IceCure Medical Ltd.
Draft Registration Statement on Form F-1
Submitted November 16, 2021
CIK No. 0001584371
Dear Mr. Tsimerman:
            This is to advise you that we do not intend to review your registration statement.
            We request that you publicly file your registration statement no later than 48 hours prior
to the requested effective date and time. 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 Michael Davis at 202-551-4385 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Oded Har-Even

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IceCure Medical Ltd.

7 Ha’Eshel St., PO Box 3163

Caesarea, 3079504 Israel

August 23, 2021

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

United States Securities and Exchange Commission

100 F Street, NE

Washington, D.C. 20549

    Re:
    IceCure Medical Ltd. (CIK 0001584371)

    Registration Statement on Form F-1

    File No. 333- 258660

    Request for Acceleration of Effective Date

Dear Sir or Madam:

Pursuant to Rule 461
under the Securities Act of 1933, as amended (the “Securities Act”), IceCure Medical Ltd. (the “Registrant”) hereby
requests that the effective date of the above-referenced registration statement be accelerated so that it will be declared effective at
11:00 a.m., Eastern Time, on August 25, 2021, or as soon as practicable thereafter.

The Registrant understands
that the Securities and Exchange Commission will consider this request for acceleration of the effective date of the Registration Statement
as a confirmation of the fact that the Registrant is aware of its responsibilities under the Securities Act as they relate to the proposed
public offering of the securities specified in the Registration Statement.

The Registrant respectfully
requests that it be notified of such effectiveness by a telephone call to Oded Har-Even of Sullivan & Worcester LLP at (212) 660 5002
and that such effectiveness also be confirmed in writing.

    Very truly yours,

    IceCure Medical Inc.

    By:
    /s/ Eyal Shamir

    Name:
    Eyal Shamir

    Title:
    Chief Executive Officer

CORRESP
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IceCure
Medical Ltd.

7
Ha’Eshel St., PO Box 3163

Caesarea,
3079504 Israel

August
9, 2021

Via
EDGAR

Jane
Park

Christine
Westbrook

Securities
and Exchange Commission

Division
of Corporation Finance

Office
of Energy & Transportation

100
F Street, NE

Washington,
DC 20549

    Re:
    IceCure
    Medical Ltd.

Amendment
No. 3 to

Draft
Registration Statement on Form F-1

Submitted
July 23, 2021

CIK
No. 0001584371

Dear
Madames:

The
purpose of this letter is to respond to your letter of August 5, 2021, regarding the above-mentioned registration statement. For your
convenience, your original comments appear in bold text, followed by our response. On August 5, 2021, we filed a registration statement
on Form F-1 (the “Registration Statement”). Page references in our responses are to the Registration Statement.

Amendment
No. 3 to Draft Registration Statement on Form F-1 submitted July 23, 2021

Cover
page

    1.
    We
    note your response to comment 2. Please disclose on the cover page your status as a controlled company under Nasdaq listing rules.

Response:
We have expanded our disclosure on the cover page to disclose our status as a controlled company under Nasdaq Stock Market Listing Rules.

If
you have any questions or require additional information, please call our attorney Oded Har-Even at (212) 660 5002, of Sullivan &
Worcester LLP.

    Sincerely,

    IceCure
    Medical Ltd.

    By:
    /s/
    Ronen Tsimerman

    Chief
    Financial Officer

    cc:
    Christie
    Wong

    Terence O’Brien

United States securities and exchange commission logo
August 5, 2021
Eyal Shamir
Chief Executive Officer
IceCure Medical Ltd.
7 Ha’Eshel St., PO Box 3163
Caesarea, 3079504 Israel
Re:IceCure Medical Ltd.
Amendment No. 3 to
Draft Registration Statement on Form F-1
Submitted July 23, 2021
CIK 0001584371
Dear Mr. Shamir:
            We have reviewed your amended draft registration statement and have the following
comment.  In our comment, 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 comment applies 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 the comment and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Amendment No. 3 to Draft Registration Statement on Form F-1 submitted July 23, 2021
Cover page
1.We note your response to comment 2. Please disclose on the cover page your status as a
controlled company under Nasdaq listing rules.

 FirstName LastNameEyal Shamir
 Comapany NameIceCure Medical Ltd.
 August 5, 2021 Page 2
 FirstName LastName
Eyal Shamir
IceCure Medical Ltd.
August 5, 2021
Page 2
            You may contact Christie Wong at 202-551-3684 or Terence O'Brien at 202-551-3355 if
you have questions regarding comments on the financial statements and related matters.  Please
contact Jane Park at 202-551-7439 or Christine Westbrook at 202-551-5019 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Oded Har-Even, Esq.

United States securities and exchange commission logo
July 20, 2021
Eyal Shamir
Chief Executive Officer
IceCure Medical Ltd.
7 Ha’Eshel St., PO Box 3163
Caesarea, 3079504 Israel
Re:IceCure Medical Ltd.
Amendment No. 2 to
Draft Registration Statement on Form F-1
Submitted July 6, 2021
CIK 0001584371
Dear Mr. Shamir:
            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. 2 to Draft Registration Statement on Form F-1
Prospectus Summary
Our Company, page 1
1.We note your response to comment 5.  Please expand your revised disclosure on page 3 to
provide the basis for your belief that the results of your study were a factor in the ASBrS
decision to update their guidelines for breast cancer treatment.

 FirstName LastNameEyal Shamir
 Comapany NameIceCure Medical Ltd.
 July 20, 2021 Page 2
 FirstName LastNameEyal Shamir
IceCure Medical Ltd.
July 20, 2021
Page 2
Risk Factors
Risks Related to our Ordinary Shares
Our principal shareholders, officers and directors currently beneficially own approximately
75.81% of our ordinary shares, page 39
2.We note your response to comment 1. Please expand your disclosure to indicate, if true,
that you expect to meet the definition of a “controlled company” under Nasdaq listing
rules after the completion of the offering.

Business
Kidney Tumors Clinical Trials, page 67
3.We note your response to comment 12.  Please expand your disclosure to identify the
serious adverse event observed in your kidney tumors trial that is currently ongoing in
Israel.
Intellectual Property, page 72
4.We note your response to comment 16 identifying your patent and patent applications as
utility patents.  Please revise to disclose the type of patent protection for each of the issued
patents and patent application, such as composition of matter, use or process.
Consolidated Financial Statements
Notes to Consolidated Financial Statements
Note 10 - Revenue, page F-23
5.We note your response to comment 22. Please expand your disclosure to include the detail
of transaction price allocation in the revenue recognition footnote.
Exhibits
6.We note your disclosure in the footnotes to the exhibit index that "portions of this exhibit
have been omitted under rules of the U.S. Securities and Exchange Commission
permitting the confidential treatment of select information."  If you intend to redact
information pursuant to Item 601(b)(10)(iv) of Regulation S-K, please revise the
applicable footnote to state that certain information has been excluded from relevant
exhibits because it is both not material and the type of information that the registrant treats
as private or confidential.  Please also include a similar statement at the top of the first
page of each redacted exhibit and include brackets indicating where the information is
omitted from the filed version of each exhibit.  Refer to Item 601(b)(10)(iv) of Regulation
S-K.

 FirstName LastNameEyal Shamir
 Comapany NameIceCure Medical Ltd.
 July 20, 2021 Page 3
 FirstName LastName
Eyal Shamir
IceCure Medical Ltd.
July 20, 2021
Page 3
            You may contact Christie Wong at 202-551-3684 or Terence O'Brien at 202-551-3355 if
you have questions regarding comments on the financial statements and related matters.  Please
contact Jane Park at 202-551-7439 or Christine Westbrook at 202-551-5019 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       David Huberman, Esq.

United States securities and exchange commission logo
June 21, 2021
Eyal Shamir
Chief Executive Officer
IceCure Medical Ltd.
7 Ha’Eshel St., PO Box 3163
Caesarea, 3079504 Israel
Re:IceCure Medical Ltd.
Amendment No. 1 to
Draft Registration Statement on Form F-1
Submitted May 24, 2021
CIK 0001584371
Dear Mr. Shamir:
            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.
Amendment No.1 to Draft Registration Statement submitted May 24, 2021
Cover page
1.We note your disclosure that you have applied to list your ordinary shares on the Nasdaq
Capital Market and that no assurance can be given that your application will be approved.
Please clarify whether the offering is contingent upon receiving Nasdaq listing approval
and if it is not, please revise your disclosure to clarify this fact. If applicable, please
disclose whether you plan to rely on any exemptions from corporate governance listing
requirements as a “controlled company.”

 FirstName LastNameEyal Shamir
 Comapany NameIceCure Medical Ltd.
 June 21, 2021 Page 2
 FirstName LastName
Eyal Shamir
IceCure Medical Ltd.
June 21, 2021
Page 2
2.Please tell us which Nasdaq listing standard you are relying on in connection with your
application to list your ordinary shares.
Our Company, page 2
3.We note your disclosure on page 64 that your lead indication is breast tumors and on page
24 that you expect to commence the process of requesting approval under Section 510(k)
for the use of your ProSense system for the treatment of breast cancer. We also note your
disclosure on page 76 relating to the FDA’s classification of medical devices into one of
three classes (Class I, Class II and Class III) depending on their level of risk. Please
expand your disclosure in the Summary to briefly discuss the FDA's regulation of medical
devices and the implications if you do not receive approval under the Section 510(k)
regulatory pathway.

Please also revise to briefly explain whether there are any differences in your cryoablation
systems for the treatment of malignant as compared to non-malignant tumors.
Additionally, please revise to substantiate your disclosure that cryoablation produces less
pain than thermoablation.
4.We note your disclosure that you expect your next generation systems to be more efficient
and user friendly. Your Summary should present a balanced discussion of your business.
Please revise to provide a discussion of the challenges you face in gaining market
acceptance of your products and growing your market share against competitors, as
referenced on pages 12 and 13. Please also place your disclosure in appropriate context
with reference to your limited sales to date, history of losses and accumulated deficit of
approximately $48.5 million.
5.We note your disclosure indicating that following preliminary results of your ICE3 trial,
the American Society of Breast Surgeons (ASBrS) updated its guidelines on performing
cryoablation procedures on breast malignant tumors in their early stages. Please revise to
clarify whether the ASBrS guidelines reference the results of your study.
Risks Related to Our Business and Industry
We are dependent upon third-party manufacturers and suppliers..., page 17
6.You disclose on page 18 that you rely on certain single-source suppliers, as well as a
limited number of third parties who manufacture and assemble certain components.
Please expand your disclosure under an appropriate heading in the Business section to
identify the suppliers and manufacturers on which you rely and the material terms of your
agreements with such parties. Refer to Item 101(h)(4)(v) of Regulation S-K.

 FirstName LastNameEyal Shamir
 Comapany NameIceCure Medical Ltd.
 June 21, 2021 Page 3
 FirstName LastName
Eyal Shamir
IceCure Medical Ltd.
June 21, 2021
Page 3
We may not receive, or may be delayed in receiving, the necessary clearances or approvals...,
page 24
7.Please expand your disclosure to discuss the risk that the FDA may request clinical data in
addition that provided from clinical sites located outside of the United States.
Business
Clinical Trial in Fibroadenoma (Benign) Breast Tumors, page 64
8.We note your disclosure on page 64 that a publication concluded that a cryoablation
treatment using a LN2 system “proved efficacious and safe…”  We also refer to your
disclosure on page 74 that you believe that your products and services can deliver “safe
and effective treatments” in-office or ambulatory hospital settings.  Please note that
determinations of safety and efficacy are solely within the authority of the FDA and
comparable foreign regulators; therefore, please revise the prospectus to remove all
references and/or implications of safety and efficacy for the use of your devices in treating
indications for which you have not received FDA approval, including those cited above.
9.Please clarify whether you sponsored the clinical trial in benign breast tumors in Czech
Republic, Germany and Israel between 2009 and 2012, and whether any clinical sites were
based in Israel. Please also disclose which cryoablation device was used in the trial, the
primary endpoint, the criteria used for the enrollment of participants, the p-value, serious
adverse events and the number of patients who experienced them.
Clinical Trials in Cancerous (Malignant) Breast Tumors, page 65
10.We note your disclosure of the multi-site clinical trial of the cryoablation system ICE3 in
the United States.  Please revise your disclosure to include the criteria used for the
enrollment of participants.
11.We refer to your disclosure on page 66 of the independent clinical trials of the
cryoablation systems in Japan, Hong Kong and China.  Please revise your disclosure to
specify which of your cryoablation devices were used in the trials, the primary endpoints
and the criteria used for the enrollment of participants.
Lung Cancer Clinical Trial, page 66
12.Please expand your disclosure to specify the cryoablation devices used in the lung cancer
clinical trial and disclose serious adverse events and the number of patients who
experienced them. Please also provide disclosure of serious adverse events observed in the
kidney tumors trial ongoing in Israel.

 FirstName LastNameEyal Shamir
 Comapany NameIceCure Medical Ltd.
 June 21, 2021 Page 4
 FirstName LastName
Eyal Shamir
IceCure Medical Ltd.
June 21, 2021
Page 4
Regulatory Approvals, page 69
13.We refer to your disclosure on page 69 of the FDA 510(k) approval you received for
IceSense3, ProSense and MultiSense for the treatment of breast fibroadenomas, prostate
and kidney tissue, among other indications.  Please revise to explain when you
commenced work designing these products and when the various products received 510(k)
clearance.
Research and Development, page 69
14.You disclose on page 69 that you expect to complete development of your third
generation single probe system by the second quarter of 2022.  Please expand your
disclosure to discuss the differences between your first, second and third generation single
probe systems.
Commercialization, page 70
15.We refer to your disclosure on page 70 of your exclusive distribution agreements with
Terumo Corporation in Japan and Thailand.  Please disclose the term of each agreement,
the termination provisions and the amounts of any up-front payments you have received to
date, as applicable.
Intellectual Property, page 72
16.Please revise your disclosure to describe the type of patent protection for each of the
issued patents and the patent application.  With respect to your U.S. patent application,
please also disclose the expected expiration date.
17.We refer to Patent no. 8083733 listed on page 73 relating to cryosurgical instrument with
enhanced heat exchange, which expired in 2019 and numerous other patents scheduled to
expire in 2023.  Please discuss the impact on your business of such expiry and pending
expiry.
Competition, page 74
18.We note your disclosure on page 75 of the benefits of LN2 technology over argon-based
technology.  You also reference on page 75 certain direct competitors for cryoablation
treatments.  Please disclose whether any of the direct competitors referenced also utilize
LN2 technology for their cryoablation treatments.
Management
Employment Agreements with Executive Officers, page 90
19.Please revise to disclose the material terms of your employment agreements with each of
your executive officers and file such agreements as exhibits to your registration statement.
Refer to Item 601(b)(10) of Regulation S-K.

 FirstName LastNameEyal Shamir
 Comapany NameIceCure Medical Ltd.
 June 21, 2021 Page 5
 FirstName LastName
Eyal Shamir
IceCure Medical Ltd.
June 21, 2021
Page 5
Principal Shareholders, page 108
20.Please revise the footnotes to list the address of each natural person who is a beneficial
owner of the shares held by Epoch Partner Investments Limited, Clover Wolf Capital
Limited Partnership, Clover Alpha L.P. and Alpha Capital Anstalt.  Please also indicate
the amount known to be shares with respect to which such listed beneficial owner has the
right to acquire beneficial ownership.  Refer to Item 403 of Regulation S-K.
Consolidated Financial Statements
Notes to the Consolidated Financial Statements
Note 10 - Revenues , page F-23
21.We note your agreement with Terumo Corporation includes exclusive distribution rights.
Please tell us the basis of your consideration that such exclusive rights is not
a performance obligation.
22.Please describe how you allocate the transaction price to the identified performance
obligations pursuant to ASC 606-10-32-31 through 32-33 and how you measure progress
toward the completion of obtaining the regulatory approval over time. Refer to ASC 606-
10-25-33.
General
23.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 Christie Wong at 202-551-3684 or Terence O'Brien at 202-551-3355 if
you have questions regarding comments on the financial statements and related matters.  Please
contact Jane Park at 202-551-7439 or Christine Westbrook at 202-551-5019 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       David Huberman, Esq.

United States securities and exchange commission logo
April 15, 2021
Eyal Shamir
Chief Executive Officer
IceCure Medical Ltd.
7 Ha’Eshel St., PO Box 3163
Caesarea, 3079504 Israel
Re:IceCure Medical Ltd.
Draft Registration Statement on Form F-1
Submitted April 12, 2021
CIK 0001584371
Dear Mr. Shamir:
            Our initial review of your registration statement indicates that it fails in numerous
material respects to comply with the requirements of the Securities Act of 1933, the rules and
regulations thereunder and the requirements of the form. More specifically, your financial
statements do not meet the updating requirements of Item 8.A of Form 20-F, which is
incorporated into Item 4A of Form F-1.
            We will provide more detailed comments relating to your registration statement
following our review of a substantive amendment that addresses these deficiencies.

            Please contact Suzanne Hayes at 202-551-3675 with any questions.

Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       David Huberman, Esq.