SecProbe.io

<DOCUMENT>
<TYPE>TEXT-EXTRACT
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<FILENAME>filename2.txt
<TEXT>
 August 29, 2025

Amos Cohen
Chief Financial Officer
Intercure Ltd.
85 Medinat ha-Yehudim Street
Herzliya, 4676670, Israel

 Re: Intercure Ltd.
 Form 20-F for the Fiscal Year Ended December 31, 2024
 Filed May 1, 2025
 File No. 001-40614
Dear Amos Cohen:

 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 Life Sciences
</TEXT>
</DOCUMENT>

CORRESP
 1
 filename1.htm

 August
7, 2025

 Securities
and Exchange Commission

 Division
of Corporation Finance

 Office
of Life Sciences

 100
F Street, N.E.

 Washington,
D.C. 20549

 Attention:
Frank Wyman and Angela Connell

 VIA
EDGAR

 Re:
 InterCure
 Ltd. (the "Company")

 Form
 20-F for the Fiscal Year Ended December 31, 2024

 File
 No. 001-40614

 Dear
Mr. Wyman and Ms. Connell:

 We
hereby provide the following responses to the comments of the staff (the " Staff ") of the Securities and Exchange Commission
(the " Commission ") concerning the above-referenced filing that were provided to the Company by the Staff in its letter
dated July 15, 2025 (the " Comment Letter "). To assist your review, we have retyped the text of the Staff's comment
below in bold face type and have provided the Company's response immediately following the comment.

 Form
20-F for the Fiscal Year Ended December 31, 2024

 Non-IFRS
Financial Measures, page 3

 1.
 We
 note your use of Adjusted EBITDA, which represents EBITDA adjusted for changes in the fair value of inventory, share-based payment
 expense, impairment losses (and gains) on financial assets, and other expenses (or income). Please quantify the components of the
 adjustment for "other expenses, net" and explain your consideration of Item 10(e) of Regulation S-K in excluding these
 amounts from your Non-IFRS measure. In this regard, based on your reconciliation on page 74, "other expenses, net" appears
 to represent the most significant adjustment in arriving at Adjusted EBITDA.

 Response:
In response to the Staff's comment, we respectfully advise that we believe that Adjusted EBITDA provides useful information to
investors and others in understanding and evaluating our operating results in the same manner as our management and board of directors
evaluates our results. As defined in our filings, Adjusted EBITDA means net income (loss) before interest, taxes, depreciation and amortization,
adjusted for changes in the fair value of inventory, share-based payment expense, impairment losses (and gains) on financial assets,
and other expenses (or income). We believe the adjustments reflect non-recurring or non-cash items that our management, board of directors
and others believe are appropriate to provide an additional measure of our underlying earnings performance.

 The
components of the adjustment for "Other expenses, net" are as follows, which we believe reflects appropriate adjustments
in accordance with Item 10(e) of Regulation S-K:

 in NIS thousands
 Notes
 2024
 2023

 Other expenses, net
 1
 (12,807 )
 47,138

 War-related damage compensation from the tax authorities
 2
 42,468
 28,154

 Inventory impairment
 3
 15,960
 -

 Financial debt impairment
 4
 16,878
 -

 Total

 62,499
 75,292

 Notes:

 1.
 We
 deducted the total amount of the caption "Other expenses, net" as presented in our Consolidated Statements of Profit
 or Loss and Other Comprehensive Income on page F-5 of our annual report on Form 20-F for the year ended December 31, 2024 (the "Annual
 Report"). In each of the years ended December 31, 2024 and 2023. Other expenses, net consisted of: M&A-related costs, revaluations,
 impairments, and other one-time or non-operational items.

 2.
 We
 added back NIS 42 million and NIS 28 million (for 2024 and 2023, respectively) of damage compensation related to the "Iron
 Swords" war between Hamas and Israel (the "War") from the Israel Tax Authority, which was included in the "Other
 expenses, net" caption, as it reflects compensation for loss of profit (i.e., the equivalent earning in prior periods which
 were earned during the regular course of business were presented in EBITDA and Adjusted EBITDA and accordingly we believe it is appropriate
 that the compensation for loss of profit should be included in the EBITDA and Adjusted EBITDA, to help facilitate the comparison
 between the periods).

 3.
 We
 added back inventory impairment, which was recorded for the first time since our inception and resulted from a decline in inventory
 value, mainly due to the impact on our product portfolio following the War, which affected the sales of existing inventory. We do
 not expect this item to recur in the foreseeable future.

 4.
 We
 added back financial debt impairment, which was recorded for the first time since our inception outside of our Other expenses, due
 to the deteriorated financial condition of one of our debtors as a result of the War. We do not expect this item to recur in the
 foreseeable future.

 We
adjusted for these amounts in calculating Adjusted EBITDA after considering, inter alia, Item 10(e)(1)(ii)(B) of Regulation S-K. We do
not believe the inventory impairment and financial debt impairment charges are reasonably likely to recur within two years and there
was no similar charge or gain within the prior two years. We also believe that the adjustment for War-related damage compensation from
the Israel Tax Authority is an appropriate adjustment to help present a clear picture of our earnings had the War not occurred.

 We
further believe that our filing complies with the disclosure requirements listed in Item 10(e)(1) of Regulation S-K.

 In
future filings, we will add disclosure regarding the individual components of Other expenses, net to the extent we adjust for such expenses
in future calculations of Adjusted EBITDA.

 Item
5. Operating and Financial Review and Prospects

 Results
of Operations, page 74

 2.
 Please
 tell us your consideration of providing disaggregated revenue disclosure in future filings by brand and/or type of product. In this
 regard, we refer to your list of branded pharmaceutical-grade products on page 48.

 Response:
In response to the Staff's comment, we respectfully advise that we had presented a list of branded pharmaceutical-grade products
to demonstrate the scope and range of our business offerings. While we recognize that disaggregated revenue may provide relevant information
in some situations, we have determined that such disclosure would not provide relevant information or be required or material for readers
of our Annual Report or potential investors.

 Although
our revenue stream is comprised of over 100 distinct pharmaceutical-grade products under various brand names, we have determined that
as a result of the similarity of the contract terms and characteristics, profitability profile, working capital requirements and product
life cycle of the product lines within our revenue stream, subject to immaterial differences, presenting a more detailed revenue breakdown
would not provide a more meaningful depiction of revenue.

 In
future filings we intend to remove the list of branded pharmaceutical-grade products to streamline the presentation of our products to
be consistent with the aggregated revenue disclosure in our filings.

 2

 Consolidated
Statements of Profit or Loss and Other Comprehensive Income, page F-5

 3.
 Please
 explain how your Unrealized changes to fair value adjustments of biological assets of NIS 6.5 million and Loss from fair value changes
 realized in the current year of NIS 11.8 million were calculated. Please also explain how these amounts correlate to the NIS 1.6
 million change in fair value less selling costs as disclosed on page F-29.

 Response:
In response to the Staff's comment, we respectfully advise that the calculation of changes in the fair value of biological assets
includes two components:

 (i)
 Unrealized
 fair value changes (gains/losses) – representing the impact of changes in fair value for medical cannabis plants, prior to
 their harvesting, which are defined as biological assets and had not been sold as of the balance sheet date.

 (ii)
 Realized
 fair value changes (gains/losses) – representing the impact of changes in fair value for medical cannabis plants which have
 been harvested, transferred to Inventory and sold during the reporting period.

 The
calculation of each component for the twelve months ended December 31, 2024 (the "Reporting Period"), which is consistently
applied for each of the years ended December 31, 2024 and December 31, 2023, is as follows:

 (i)
 Unrealized
 fair value changes (gains/losses): the difference between the fair value per gram and the production cost per gram (the "FV
 Difference"), multiplied by the quantity of biological assets on hand as of December 31, 2024 (the "Reporting Date").

 (ii)
 Realized
 fair value changes (gains/losses): the FV Difference, multiplied by the quantity sold during the Reporting Period.

 We
note that while the above calculation resulted in unrealized fair value gains of approximately NIS 1.6 million for the Reporting Period,
the Company has mistakenly reported an amount of NIS 6.5 million. This immaterial error corresponds to an error in the caption "Cost
of revenue before fair value adjustments" which was presented as NIS 203.2 million and should have been NIS 198.4 million. We note
that both "Unrealized changes to fair value adjustments of biological assets" and "Cost of revenue before fair value
adjustments" are components of the Company's Cost of Revenue.

 After
evaluating this misstatement based on both a quantitative and a qualitative perspective and based on there being no impact on gross profit,
revenues total comprehensive loss for the year, total assets, total liabilities, total equity, cash flows or other line items in the
financial statements, we have determined that no retroactive restatement is required, and we will correct this immaterial error in future
filings.

 To
facilitate the Staff's review of our response, the following table shows a breakdown of the calculation for Gross profit as included
in the Annual Report (V0) and as would have been calculated without the immaterial error in unrealized fair value gains (V1):

 in NIS thousands
 V0
 V1

 Revenue
 238,845
 238,845

 Cost of revenue before fair value adjustments
 203,252
 198,375

 Gross income before impact of changes in fair value
 35,593
 40,470

 Unrealized changes to fair value adjustments of biological assets
 6,458
 1,581

 Loss from fair value changes realized in the current year
 (11,818 )
 (11,818 )

 Gross profit
 30,233
 30,233

 3

 We
acknowledge to the Commission that the Company and its management are responsible for the accuracy and adequacy of our disclosures, notwithstanding
any review, comments, action or absence of action by the Staff.

 We
appreciate your time and attention to our responses to the Staff's comments set forth in this letter. Should you wish to discuss
this letter at any time or require additional information, please do not hesitate to contact our legal counsel, Howard Berkenblit, Esq.
at (617) 338-2979 of Sullivan & Worcester LLP.

 Sincerely,

 /s/
 Amos Cohen

 Amos
 Cohen

 Chief
 Financial Officer

 InterCure
 Ltd.

 4

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<TEXT>
 July 15, 2025

Amos Cohen
Chief Financial Officer
Intercure Ltd.
85 Medinat ha-Yehudim Street
Herzliya, 4676670, Israel

 Re: Intercure Ltd.
 Form 20-F for the Fiscal Year Ended December 31, 2024
 Filed May 1, 2025
 File No. 001-40614
Dear Amos Cohen:

 We have limited our review of your filing to the financial statements
and related
disclosures and have the following comments.

 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 a
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.

Form 20-F for the Fiscal Year Ended December 31, 2024
Non-IFRS Financial Measures, page 3

1. We note your use of Adjusted EBITDA, which represents EBITDA adjusted
for
 changes in the fair value of inventory, share-based payment expense,
impairment
 losses (and gains) on financial assets, and other expenses (or income).
Please quantify
 the components of the adjustment for "other expenses, net" and explain
your
 consideration of Item 10(e) of Regulation S-K in excluding these amounts
from your
 Non-IFRS measure. In this regard, based on your reconciliation on page
74, "other
 expenses, net" appears to represent the most significant adjustment in
arriving at
 Adjusted EBITDA.
 July 15, 2025
Page 2
Item 5. Operating and Financial Review and Prospects
Results of Operations, page 74

2. Please tell us your consideration of providing disaggregated revenue
disclosure in
 future filings by brand and/or type of product. In this regard, we refer
to your list of
 branded pharmaceutical-grade products on page 48.
Consolidated Statements of Profit or Loss and Other Comprehensive Income, page
F-5

3. Please explain how your Unrealized changes to fair value adjustments of
biological
 assets of NIS 6.5 million and Loss from fair value changes realized in
the current year
 of NIS 11.8 million were calculated. Please also explain how these
amounts correlate
 to the NIS 1.6 million change in fair value less selling costs as
disclosed on page F-29.

 In closing, 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 Frank Wyman at 202-551-3660 or Angela Connell at
202-551-3426
with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Life
Sciences
</TEXT>
</DOCUMENT>

CORRESP
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filename1.htm

Intercure
Ltd.

85
Medinat ha-Yehudim Street

Herzliya,
4676670, Israel

September 30, 2021

VIA
EDGAR

Securities
and Exchange Commission

Division
of Corporation Finance

100
F. Street, N.E.

Washington,
D.C. 20549

    Attention:

    Anuja
    A. Majmudar

    Kevin
    Dougherty

    Jeanne
    Baker

    Jeanne
    Bennett

    Re:

    Intercure
    Ltd. (the “Company”)

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

    File
    No. 333-257913

    Request
    for Acceleration of Effective Date

Ladies
and Gentlemen:

Pursuant
to Rule 461 under the Securities Act of 1933, as amended, the undersigned respectfully requests that the effective date of the above-referenced
Registration Statement be accelerated so that the same will become effective at 4:15 pm EDT on October 4, 2021, or as soon thereafter
as is practicable.

Please
contact Mark Selinger of McDermott Will & Emery at (212) 547-5438 or mselinger@mwe.com or Daniel Woodard of McDermott Will &
Emery at (202) 756-8298 or dwoodard@mwe.com for any questions you may have. Please notify Mr. Selinger and Mr. Woodard when this request
for acceleration has been granted.

    Very
    truly yours,

    Intercure
    Ltd.

    By:
    /s/
    Alexander Rabinovich

    Name:
    Alexander
    Rabinovich

    Title:
    Chief
    Executive Officer

CORRESP
1
filename1.htm

    mwe.com

September
23, 2021

VIA
EDGAR AND EMAIL

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

100
F Street, N.E.

Washington,
D.C. 20549

    Attention:
    Anuja
    A. Majmudar

    Kevin
    Dougherty

    Jeanne
    Baker

    Jeanne
    Bennett

    Re:
    Intercure
    Ltd.

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

    Filed
    September 9, 2021

    File
    No. 333-257913

Dear
Ms. Majmudar:

On
behalf of Intercure Ltd. (the “Company”), we are writing to submit the Company’s response to the comment of the staff
(the “Staff”) of the Division of Corporation Finance of the Securities and Exchange Commission (the “Commission”)
dated September 16, 2021, relating to the above referenced Amendment No. 2 to Registration Statement on Form F-1 (File No. 333-257913)
filed by the Company on September 9, 2021 (the “Registration Statement”).

Concurrent
with the submission of this letter, the Company is filing via EDGAR Amendment No. 3 to Registration Statement on Form F-1 (File No. 333-257913)
(“Amendment No. 3”), which reflects the Company’s response to the comment received by the Staff and certain updated
information. For ease of review, we have set forth below each of the numbered comment of your letter and the Company’s response
thereto. Capitalized terms used herein but not defined herein have the meanings given to such terms in Amendment No. 3.

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

Summary
Financial Data, page 13

    1.
    Please
    revise your column headings to refer to the six months ended June 30, 2021 and June 30, 2020. Address this comment as it relates
    to your columns presented on page 43 as well as the first sentence on the top of page 49.

Response:
The Company acknowledges the Staff’s comment and has revised the disclosure on pages 13, 43 and 49 accordingly.

Capitalization,
page 42

    2.
    Please
    update your capitalization table to June 30, 2021, the date of your most recent balance sheet presented in filing.

Response:
The Company acknowledges the Staff’s comment and has updated the Company’s capitalization table to June 30, 2021.

Interim
Condensed Consolidated Statements of Profit or Loss and Other Comprehensive Income Loss per share, page F-4

    3.
    You
    provided an asterisk for your loss per share information to refer readers to note 9a for a discussion of an April 8, 2021 capital
    consolidation, which you indicate is after the balance sheet date. Please revise this disclosure in light of the fact that you have
    financial statements as of June 30, 2021 and you have not presented a note 9a. Also, in light of your April 8, 2021 capital consolidation,
    please tell us what consideration was given to providing a footnote that includes the disclosures required by IAS 33.70.

Response:
The Company acknowledges the Staff’s comment and has revised the disclosure on page F-4 to correct and include the appropriate
cross-reference.

Regarding the considerations of disclosures required by IAS 33.70, the
Company respectfully advises the Staff that it has implemented the guidance provided in IAS 33.64 in its 2020 annual consolidated financial
statements that are included in Amendment No. 3 and accordingly has disclosed the effect of the capital consolidation on the calculation
of earnings per share, presented on Note 21 to the 2020 annual consolidated financial statements, which should be read in conjunction
with the interim condensed consolidated financial statements. The Company has revised its disclosure on page F-12 (Note 3D) to include
a reference to Note 21 of the 2020 annual consolidated financial statements.

Interim
Condensed Consolidated Statements of Cash Flows, page F-8

    4.
    We
    note the amount of cash and cash equivalents presented in your statement of cash flows for the three and six months ended June 30,
    2021 do not agree with the amount of cash and cash equivalents on the balance sheet. Please ensure the components making up the total
    cash and cash equivalents closing balances in the statement of cash flows are disclosed and reconciled to the appropriate balance
    sheet line items.

Response:
The Company acknowledges the Staff’s comment. Under IAS 7, bank overdrafts reduce the cash and cash equivalents balance in the
statement of cash flows if they are repayable on demand and form an integral part of the Company’s cash management. On the
balance sheet, however, bank overdrafts are generally presented as liabilities.

The
bank overdrafts as of June 30, 2021 meet the criteria in IAS 7 to be included in cash and cash equivalents as they are repayable on demand,
are components of the Company’s centralized treasury strategy employed across the Company and its subsidiaries, and, as such, form
an integral part of the Company’s cash management. The Company has revised the disclosure on page F-8 to provide additional
disclosure explaining the differences.

    5.
    Please
    reconcile your NIS 128,221 cash inflow from issuance of shares, net to your NIS 135,997 reflected in your consolidated statement
    of changes in equity. Please also reconcile this information to your disclosure in Note 3A which indicates that the total funds raised
    from the SPAC Transactions equalled approximately NIS 182 million (which 8 million NIS is currently presented in Other Receivables).

Response:
The Company acknowledges the Staff’s comment and has revised the disclosure in page F-8. The Company has also revised Note 3A to
indicate that the net funds raised from the SPAC Transactions equaled approximately NIS 136 million.

Please
contact me at 212-547-5438 if you have any questions or require any additional information in connection with this letter or the Company’s
submission of its Registration Statement on Form F-1.

    Sincerely,

    /s/
    Mark S. Selinger

    cc:
    Alexander Rabinovich, Chief Executive Officer

United States securities and exchange commission logo
September 16, 2021
Alexander Rabinovich
Chief Executive Officer
Intercure Ltd.
85 Medinat ha-Yehudim Street
Herzliya, 4676670, Israel
Re:Intercure Ltd.
Amendment No. 2 to Registration Statement on Form F-1
Filed September 9, 2021
File No. 333-257913
Dear Mr. Rabinovich:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Amendment No. 2 to Registration Statement on Form F-1
Summary Financial Data, page 13
1.Please revise your column headings to refer to the six months ended June 30, 2021 and
June 30, 2020.  Address this comment as it relates to your columns presented on page 43
as well as the first sentence on the top of page 49.
Capitalization, page 42
2.Please update your capitalization table to June 30, 2021, the date of your most recent
balance sheet presented in filing.

 FirstName LastNameAlexander Rabinovich
 Comapany NameIntercure Ltd.
 September 16, 2021 Page 2
 FirstName LastName
Alexander Rabinovich
Intercure Ltd.
September 16, 2021
Page 2
Interim Condensed Consolidated Statements of Profit or Loss and Other Comprehensive Income
Loss per share, page F-4
3.You provided an asterisk for your loss per share information to refer readers to note 9a for
a discussion of an April 8, 2021 capital consolidation, which you indicate is after the
balance sheet date.  Please revise this disclosure in light of the fact that you have financial
statements as of June 30, 2021 and you have not presented a note 9a.  Also, in light of
your April 8, 2021 capital consolidation, please tell us what consideration was given to
providing a footnote that includes the disclosures required by IAS 33.70.
Interim Condensed Consolidated Satements of Cash Flows, page F-8
4.We note the amount of cash and cash equivalents presented in your statement of cash
flows for the three and six months ended June 30, 2021 do not agree with the amount of
cash and cash equivalents on the balance sheet.  Please ensure the components making up
the total cash and cash equivalents closing balances in the statement of cash flows are
disclosed and reconciled to the appropriate balance sheet line items.

5.Please reconcile your NIS 128,221 cash inflow from issuance of shares, net to your NIS
135,997 reflected in your consolidated statement of changes in equity.  Please also
reconcile this information to your disclosure in Note 3A which indicates that the total
funds raised from the SPAC Transactions equalled approximately NIS 182 million (which
8 million NIS is currently presented in Other Receivables).
            You may contact Jeanne Bennett, Staff Accountant, at (202) 551-3606 or Jeanne Baker,
Staff Accountant, at (202) 551-3691 if you have questions regarding comments on the financial
statements and related matters. Please contact Anuja A. Majmudar, Attorney-Adviser, at (202)
551-3844 or, in her absence, Kevin Dougherty, Attorney-Adviser, at (202) 551-3271 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Mark Selinger

CORRESP
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filename1.htm

Intercure
Ltd.

85
Medinat ha-Yehudim Street

Herzliya,
4676670, Israel

August
27, 2021

VIA
EDGAR

Securities
and Exchange Commission

Division
of Corporation Finance

100
F. Street, N.E.

Washington,
D.C. 20549

    Attention:

    Anuja
    A. Majmudar

    Kevin
    Dougherty

    Jeanne
    Baker

    Jeanne
    Bennett

    Re:
    Intercure
    Ltd. (the “Company”)

    Amendment
    No. 2 to Registration Statement on Form 20-F

    File
    No. 001-40614

    Request
    for Acceleration of Effective Date

Ladies
and Gentlemen:

Pursuant
to Rule 12d1-2 promulgated under the Securities Exchange Act of 1934, as amended, the undersigned respectfully requests that the effective
date of the above-referenced Registration Statement be accelerated so that the same will become effective at 4:15 pm EDT on August 31,
2021, or as soon thereafter as is practicable.

The
Company has been informed by The Nasdaq Stock Market LLC (the “NASDAQ”) that the NASDAQ will certify to the Commission that
the Company has been approved by the NASDAQ for listing and registration.

Please
contact Mark Selinger of McDermott Will & Emery at (212) 547-5438 or mselinger@mwe.com or Daniel Woodard of McDermott Will &
Emery at (202) 756-8298 or dwoodard@mwe.com for any questions you may have. Please notify Mr. Selinger and Mr. Woodard when this request
for acceleration has been granted.

    Very
    truly yours,

    Intercure
    Ltd.

    By:
    /s/
    Alexander Rabinovich

    Name:
    Alexander
    Rabinovich

    Title:
    Chief
    Executive Officer

CORRESP
1
filename1.htm

    mwe.com

 August
2,  2021

VIA
EDGAR AND EMAIL

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

100
F Street, N.E.

Washington,
D.C. 20549

    Attention:
    Anuja
    A. Majmudar

    Kevin
    Dougherty

    Jeanne
    Baker

    Jeanne
    Bennett

    Re:
    Intercure
    Ltd.

    Amendment
    No. 2 to Draft Registration Statement on Form 20-F

    Submitted
    July 2, 2021

    CIK
    No. 0001857030

Dear
Ms. Majmudar:

On
behalf of Intercure Ltd. (the “Company”), we are writing to submit the Company’s response to the comment of the staff
(the “Staff”) of the Division of Corporation Finance of the Securities and Exchange Commission (the “Commission”)
dated July 15, 2021, relating to the above referenced Amendment No. 2 to Draft Registration Statement on Form 20-F (CIK No. 0001857030)
filed by the Company on July 2, 2021 (the “Draft Registration Statement”).

To
facilitate the Staff’s review, we supplementally submitted a selection of revised disclosure to the Registration Statement reflecting
the Company’s response to the comment of the Staff. We have enclosed these pages as Exhibit A.

Concurrent
with the submission of this letter, the Company is filing via EDGAR Amendment No. 1 to Registration Statement on Form 20-F (CIK No. 0001857030)
(the “Registration Statement”), which reflects the Company’s response to the comment received by the Staff and certain
updated information. We have also enclosed a courtesy copy of Registration Statement, marked to indicate changes from the Registration
Statement on Form 20-F filed on July 14, 2021, as Exhibit B. For your convenience, the Company is also delivering via email a copy of
this letter and its enclosures.

For
ease of review, we have set forth below each of the numbered comment of your letter and the Company’s response thereto. Capitalized
terms used herein but not defined herein have the meanings given to such terms in the Registration Statement.

Draft
Registration Statement on Form 20-F filed July 2, 2021

Note
1. General

A.
The Company’s activity, page F-10

    1.
    We
                                                         note your response to prior comment 3. Please expand your disclosures herein or within your critical accounting policies to provide
                                                         a more fulsome discussion for your basis of accounting for the Kibbutzum. In addition, in light of your use of IFRS 11, please
                                                         provide all of the disclosures required by IFRS 12.

Response:
The Company acknowledges the Staff’s comment and has revised the disclosure in Note 1 in respect with the Company's basis of accounting
for the Kibbutzim. The Company has also provided additional qualitative and quantitative disclosures according to IFRS 12.

Please
contact me at 212-547-5438 if you have any questions or require any additional information in connection with this letter or the Company’s
submission of its Registration Statement on Form 20-F.

    Sincerely,

    /s/
    Mark S. Selinger

    cc:
    Alexander Rabinovich, Chief Executive Officer

Exhibit
A

SEC
Comment:

Note
1 General

A.
The Company’s activity , page F-10

1.
We note your response to prior comment 3. Please expand your disclosures herein or within your critical accounting policies to
provide a more fulsome discussion for your basis of accounting for the Kibbutzum. In addition, in light of your use of IFRS 11,
please provide all of the disclosures required by IFRS 12.

Draft
Answer:

The
Company acknowledges the Staff’s comment and has revised the disclosure in Note 1 in respect with the Company’s basis of
accounting for the Kibbutzim.

The
Company has also provided additional qualitative and quantitative disclosures according to IFRS 12.

Additional
disclosure to be added to Note 1 of the financial statements:

Canndoc
has entered the ‘Northern Kibbutz Partnership Agreement’ with Kibbutz Beit HaEmek in May 2015 and since then, its activities
are not conducted through a separate legal entity. Canndoc is responsible for establishing all the facilities of the activity in the
premises of Kibbutz Beit HaEmek required for the manufacturing and for conducting all the operational activities. Canndoc is the owner
of all the facilities and equipment required for the manufacturing and the operations of this agreement are carried out by Canndoc’s
employees.

In
addition, the agreement provides that Canndoc will bear all the related expenses and losses from the establishment of the agreement and
through 2019 (i.e. 100%), while the distribution of profits, would be based on the percentage as set up in the agreement, that is, 70%
for Canndoc and 30% for Kibbutz Beit HaEmek. However, according to an amendment to the agreement, signed in May 2020, effective from
the beginning of 2020, Canndoc and Kibbutz Beit HaEmek will share all the results, that is, both losses or profits, based on the percentage
set up in the agreement, that is, 70% for Canndoc and 30% for Kibbutz Beit HaEmek.

As
of December 31, 2020 the Company had approximately NIS 10 million in Property, plant and equipment, net, in respect of facilities that
are used by the activity.

As
of December 31, 2020 the activity held inventory and biological assets of approximately NIS 1.9million, with immaterial amount of liabilities
that are directly attributed to the activity.

In
2020 the activity had generated income of approximately NIS 3.6 million and generated a net loss of approximately NIS 2 million.

Canndoc
has entered the ‘Southern Kibbutz Partnership’ with Kibbutz Nir-Oz in April 2019 and since then, its activities are not conducted
through a separate legal entity. In addition, according to the contractual terms of this collaborative agreement, Canndoc is responsible
for establishing all the facilities of the activity in the premises of Kibbutz Nir-Oz required for the manufacturing and for conducting
all the operational activities and it is the owner of all the facilities and equipment required for the manufacturing and the operations
of this agreement are carried out by Canndoc’s employees.

The
agreement with Kibbutz Nir-Oz provides that Canndoc will bear all the related expenses and losses from the establishment of the agreement
(i.e. 100%), while distribution of profits would be based on the percentage as set up in the agreement, that is, 74% for Canndoc and
26% for Kibbutz Nir-Oz.

As
of December 31, 2020 the Company had approximately NIS 43 million in Property, plant and equipment, net, in respect of facilities that
are used by the activity

As
of December 31, 2020 the activity held inventory and biological assets of approximately NIS 8.2 million, with immaterial amount of liabilities
that are directly attributed to the activity.

In
2020 the activity has not been fully operational and accordingly it had an immaterial effect on Company’s statements of loss and
other comprehensive loss.

The
Company, through Canndoc, controls the activities related to both collaborative agreements and records its share in the assets, liabilities
and results of operations of each activity according to Canndoc’s rights and obligations based on the contractual agreements discussed
above, as those activities are not conducted through a legal entity, based on the guidance provided by IFRS 11.

The
activities of both collaborative agreements are subject to meeting the Israeli Medical Cannabis Agency (“IMCA”) licenses
and certification requirements for the cultivation, production and distribution activities.

Under
the terms of both collaborative agreements, the Company and its partners will conduct each activity through a legal entity when the relevant
regulatory approvals for each activity are obtained.

Exhibit
B

As
filed with the Securities and Exchange Commission on July 14August
2, 2021.

UNITED
STATES

SECURITIES
AND EXCHANGE COMMISSION

WASHINGTON,
DC 20549

FORM
20-F

(Amendment
No. 1)

    [X]
    REGISTRATION
    STATEMENT PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934

OR

    [  ]
    ANNUAL
    REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For
the fiscal year ended _______________

OR

    [  ]
    TRANSITION
    REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For
the transition period from _____________to  _____________

OR

    [  ]
    SHELL
    COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Date
of event requiring this shell company report _____________

Commission
File No.:

INTERCURE
LTD.

(Exact
name of registrant as specified in its charter)

Not
Applicable

(Translation
of Registrant’s name into English)

Israel

(Jurisdiction
of incorporation or organization)

85
Medinat ha-Yehudim Street

Herzliya,
4676670, Israel

(Address
of principal executive offices)

Amos
Cohen

85
Medinat ha-Yehudim Street

Herzliya,
4676670, Israel

Tel:
+972 77 460 5012

(Name,
Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)

Copies
to:

    Mark
                                            S. Selinger, Esq.

        Gary
        Emmanuel, Esq.

        McDermott
        Will & Emery, LLP

        340
        Madison Avenue

        New
        York, NY 10173

        (212)
        547-5400

    Ronen
                                            Kantor, Esq.

        Doron
        Tikotzky Kantor

        Gutman
        & Amit Gross

        B.S.R.
        4 Tower, 33 Floor

        7
        Metsada Street,

        Bnei
        Brak 5126112 Israel

        Tel:
        +972 3 613 3371

Securities
registered or to be registered pursuant to Section 12(b) of the Act:

    Title
    of each class:

    Trading
    Symbol:

    Name
                                            of each exchange on which

                                                                                registered
                                            or to be registered

    Ordinary
    Shares

    INCR

    NASDAQ
    Capital Market

Securities
registered or to be registered pursuant to Section 12(g) of the Act: None

Securities
for which there is a reporting obligation pursuant to Section 15(d) of the Act: None

Indicate
the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered
by the annual report: Not applicable.

Indicate
by check mark whether Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes [  ] No
[X]

If
this report is an annual or transition report, indicate by check mark if Registrant is not required to file reports pursuant to Section
13 or 15(d) of the Securities Exchange Act of 1934. Yes [  ] No [  ]

Indicate
by check mark whether the Registrant (1) has filed all reports required to be filed by Sections 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days. Yes [  ] No [  ]

Indicate
by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule
405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant
was required to submit such files). Yes [  ] No [  ]

Indicate
by check mark whether Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company.
See definition of “accelerated filer”, “large accelerated filer”, and “emerging growth company” in
Rule 12b-2 of the Exchange Act.

    Large
    accelerated Filer [  ]
    Accelerated
    Filer [  ]
    Non-accelerated
    Filer [X]
    Emerging
    growth company [X]

If
an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant
has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant
to Section 13(a) of the Exchange Act. [  ]

Indicate
by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness
of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered
public accounting firm that prepared or issued its audit report. [  ]

Indicate
by check mark which basis of accounting the Registrant has used to prepare the financial statements included in this filing:

    U.S.
    GAAP [  ]
    International
    Financial Reporting Standards as issued by the International Accounting Standards Board [X]
    Other
    [  ]

If
“Other” has been check in response to the previous question, by check mark which financial statement item Registrant has
elected to follow. Item 17 [  ] Item 18 [  ]

If
this is an annual report, indicate by check mark whether Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes [  ] No [  ]

INTRODUCTION

We
are Intercure Ltd., an Israeli public corporation whose shares are listed for trading on the Tel Aviv Stock Exchange (“TASE”)
under the symbol “INCR”. We are filing this registration statement in anticipation of the listing of our ordinary shares
on Nasdaq under the symbol “INCR”.

Unless
indicated otherwise by the context, all references in this registration statement to “Intercure”, the “Company”,
“our Company”, “we”, “us”, “our” or the “Registrant” are to Intercure
Ltd. and its subsidiaries.

Our
functional currency and reporting currency is the New Israeli Shekel. Unless otherwise noted, all monetary amounts are in NIS. References
to “USD,” “U.S. dollars” or “$” are to currency of the United States of America, references to “CAD”
or “C$” are to Canadian dollars, and references to “NIS” are to New Israeli Shekels. References to “ordinary
shares” or “Intercure Shares” are to our ordinary shares, no par value.

Effective
as of April 8, 2021, we effectuated a 1-for-4.44926 capital consolidation of our outstanding ordinary shares, pursuant to which the number
of our outstanding ordinary shares was decreased to 27,021,100 (“Share Consolidation”). We have adjusted all outstanding
options, warrants and other rights entitling their holders to purchase ordinary shares, as required by the terms of these securities.
In particular, we have reduced the conversion ratio used in the Share Consolidation, and increased the exercise price in accordance with
the terms of each security based on the same ratio. The reverse stock split did not otherwise affect any of the rights currently accruing
to holders of our ordinary shares, or options or warrants exercisable for our ordinary shares. All share and related option and warrant
information presented in this registration statement have been retroactively adjusted to reflect the reduced number of shares outstanding
and the increase in share price that resulted from the Share Consolidation. As of May 31, 2021, there were 42,735,052 ordinary shares
of the Company outstanding.

EMERGING
GROWTH COMPANY

As
a company with less than $1.07 billion in revenue during our last fiscal year, we qualify as an “emerging growth company”
as defined in the Jumpstart Our Business Startups Act of 2012, or the JOBS Act. An emerging growth company may take advantage of specified
reduced reporting and other burdens that are otherwise applicable to public companies that are not emerging growth companies. For example,
we have elected to rely on the following exemptions:

    ●
    an
    exemption from complying with any requirement that may be adopted by the Public Company Accounting Oversight Board, or the PCAOB,
    regarding mandatory audit firm rotation or a supplemen

United States securities and exchange commission logo
July 15, 2021
Alexander Rabinovich
Chief Executive Officer
Intercure Ltd.
85 Medinat ha-Yehudim Street
Herzliya, 4676670, Israel
Re:Intercure Ltd.
Amendment No. 2 to Draft Registration Statement on Form 20-F
Submitted July 2, 2021
CIK No. 0001857030
Dear Mr. Rabinovich:
            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.
Draft Registration Statement on Form 20-F filed July 2,2021
Note 1 General
A. The Company's activity , page F-10
1.We note your response to prior comment 3.  Please expand your disclosures herein or
within your critical accounting policies to provide a more fulsome discussion for your
basis of accounting for the Kibbutzum.  In addition, in light of your use of IFRS 11, please
provide all of the disclosures required by IFRS 12.

 FirstName LastNameAlexander Rabinovich
 Comapany NameIntercure Ltd.
 July 15, 2021 Page 2
 FirstName LastName
Alexander Rabinovich
Intercure Ltd.
July 15, 2021
Page 2
            You may contact Jeanne Baker, Staff Accountant, at (202) 551-3691 or Jeanne Bennett,
Accounting Branch Chief, at (202) 551-3606 if you have questions regarding comments on the
financial statements and related matters. Please contact Anuja A. Majmudar, Attorney- Advisor,
at (202) 551-3844 or, in her absence, Kevin Dougherty, Attorney- Advisor, at (202) 551- 3271
with any other questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Mark S. Selinger, Esq.

United States securities and exchange commission logo
June 24, 2021
Alexander Rabinovich
Chief Executive Officer
Intercure Ltd.
85 Medinat ha-Yehudim Street
Herzliya, 4676670, Israel
Re:Intercure Ltd.
Amendment No. 1 to Draft Registration Statement on Form 20-F
Submitted June 10, 2021
CIK No. 0001857030
Dear Mr. Rabinovich:
            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.
Draft Registration Statement on Form 20-F filed June 10,2021
Qualified Transaction, page 40
1.We note your response to comment 10, and we re-issue in part. Please disclose the total
funds raised from this transaction after redemptions and the private placement.
Recent Developments, page 65
2.Please expand your disclosures to provide additional information that addresses
the financial impact the merger with Subversive LP had on the Company.  Specifically,
please clarify that Subversive LP has limited operational activities and identify and
quantify the material assets and liabilities acquired.

 FirstName LastNameAlexander Rabinovich
 Comapany NameIntercure Ltd.
 June 24, 2021 Page 2
 FirstName LastName
Alexander Rabinovich
Intercure Ltd.
June 24, 2021
Page 2
Note 1. General
A. The Company’s activity, page F-10
3.We note your response to prior comment 15.  With reference to the relevant authoritative
literature, please address the appropriateness of recognizing your share in the assets,
liabilities and results of operations of each activity according to the Company’s rights and
obligations according to the contractual agreements with the Kibbutzim.  In this regard,
with reference to IFRS 10 and IFRS 11, please more fully explain your rights and
obligations and how you determined that consolidation of the partnerships was not
appropriate.
            You may contact Jeanne Baker, Staff Accountant, at (202) 551-3691 or Jeanne Bennett,
Accounting Branch Chief, at (202) 551-3606 if you have questions regarding comments on the
financial statements and related matters. Please contact Anuja A. Majmudar, Attorney- Advisor,
at (202) 551-3844 or, in her absence, Kevin Dougherty, Attorney- Advisor, at (202) 551- 3271
with any other questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Mark S. Selinger, Esq.

United States securities and exchange commission logo
May 18, 2021
Alexander Rabinovich
Chief Executive Officer
Intercure Ltd.
85 Medinat ha-Yehudim Street
Herzliya, 4676670, Israel
Re:Intercure Ltd.
Draft Registration Statement on Form 20-F
Submitted April 21, 2021
CIK No. 0001857030
Dear Mr. Rabinovich:
            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.
Draft Registration Statement on Form 20-F filed April 21, 2021
Summary Risk Factors, page 10
1.Please revise this section to only include the risks that are applicable to your business and
this registration statement, or otherwise explain your referenced risks.  In this regard, we
note by example, that you include here risks associated with being a "controlled
company," with sharing certain officers and directors with Intercure, and "the use of the
net proceeds from this offering."

 FirstName LastNameAlexander Rabinovich
 Comapany NameIntercure Ltd.
 May 18, 2021 Page 2
 FirstName LastNameAlexander Rabinovich
Intercure Ltd.
May 18, 2021
Page 2
Risks Related to Our Pharmaceutical-Grade Cannabis Business and the Medical-Use Cannabis
Industry
We are, and will continue to be, dependent upon regulatory approvals and licenses for our ability
to produce..., page 13
2.Revise this risk factor or include a new risk factor to clarify, if true, that your products
have not yet been distributed through any of your partnerships and that none of your
partnerships are currently operational.
D. Risk Factors
Risks Related to this Offering and Ownership of Our Ordinary Shares, page 36
3.Please add a risk factor that address the concentration of your beneficial ownership
and voting power with your Chief Executive Officer, Alexander Rabinovich.
A. History and Development of the Company., page 40
4.Please revise your disclosure to clarify where you currently conduct your operations and
ensure that you have consistently described it throughout your registration statement.  In
this regard, we note your disclosure here indicates that you operate production facilities in
northern and southern Israel.  However, on page 18 you state that you operate a facility in
northern Israel “which to date has been the only active site for your operations.”  In
addition, on page 52, you indicate that your production system includes an active facility
abroad.
5.You disclose that assuming that the Southern Kibbutz is fully operational at its maximum
capacity of 1.7 million square feet, and after all regulatory approvals are received, full
operation of this facility will allow you to produce 88 tons of pharmaceutical-grade
cannabis per year. On page 54 you disclose that the development of the southern site is
carried out in a modular manner in accordance with the regulatory developments
concerning the export of medical cannabis from Israel, and on page 63 that you intend to
continue to develop the facility based on demand for your products. On page 63 you
further disclose that your 2021 production plan target is set at 3.5 metric ton. Please
discuss any timeline you expect to reach maximum capacity, and funding required to
reach this capacity.  If you do not intend to develop to maximum capacity in the near term,
please make that clear.
Item 4. Information on the Company
Business Overview, page 40
6.We note that you have exclusive distribution rights of Charlotte’s Web’s products in
Israel, but that the noted partnership is subject to the receipt of the required regulatory
approvals and the removal of CBD from the Israeli Dangerous Drug Ordinance (“DDO”).
Please discuss your expectation as to if CBD will be removed from the Israeli Dangerous
Drug Ordinance, and any time frame you expect.

 FirstName LastNameAlexander Rabinovich
 Comapany NameIntercure Ltd.
 May 18, 2021 Page 3
 FirstName LastNameAlexander Rabinovich
Intercure Ltd.
May 18, 2021
Page 3
7.You disclose that one of your strengths is your strategic partnerships and your global
distribution network. We note that you currently sell your products through licensed retail
pharmacy locations in Israel. To diversify and expand your operations outside Israel, you
appear to have entered into partnerships, joint ventures and distribution agreements in the
European Union and Canada with local licensed producers and distributors. However, you
disclose that as of the date of this registration statement, your products have not been
distributed through your partnerships, nor are the joint venture entities established
thereunder active as of this date, and that your partnerships and distribution agreements
outside Israel have no effect on your operations. Please revise your "Business
Overview" to better reflect your current operations, and adequately discuss the risks to
your global expansion plans.  For example, please disclose in more detail the amendments
to import and export laws with respect to cannabis that you disclose these partnerships
depend upon, and discuss your expectation as to if such import and export laws will be
amended in your favor, and if so, what time frame you expect, for each country or
regulatory regime governing such import or export of cannabis.
8.You disclose on page 42 that you plan to maximize operational efficiency through vertical
integration, but on page 46 disclose that you continue to explore the costs and benefits of
your current contract manufacturing relationships against the costs and benefits of
conducting those activities in house. Please revise to consistently disclose your intention
to become vertically integrated, and if you plan to do so in the next twelve months, please
discuss the costs to become vertically integrated.
Research and Development
Clinical Trials, page 49
9.Please disclose the timeline of the planned and current clinical trials. If you have received
results from any trial, please clarify whether or not the trial achieved its primary and
secondary endpoints.
Recent Developments, page 65
10.You disclose that on April 7, 2021, Subversive LP obtained the final order of the British
Columbia Supreme Court approving the Plan of Arrangement, and that closing of the
transaction is expected to occur as soon as practicable after the outstanding conditions to
closing are met. From your SEDAR filings, it appears that this transaction closed on April
23, 2021. Please disclose the funds raised from this transaction after redemptions and the
private placement.

 FirstName LastNameAlexander Rabinovich
 Comapany NameIntercure Ltd.
 May 18, 2021 Page 4
 FirstName LastNameAlexander Rabinovich
Intercure Ltd.
May 18, 2021
Page 4
Item 5. Operating and Financial Review and Prospects
Results of Operations
Comparison of the year ended December 31, 2020 to the year ended December 31, 2019, page
69
11.Revise to separately discuss and quantify each of the factors you identify as drivers of the
significant increase in revenues from fiscal 2019 to 2020, including the impact of the
initial consolidation of Cannolam’s results as of the second quarter of 2020, the increase
in demand for your products, and any other factors.
Item 6. Directors, Senior Management and Employees
B. Compensation, page 74
12.Please clarify if the compensation information is disclosed in NIS in thousands.
Item 16F. Change In Registrant's Certifying Accountant, page 114
13.We note that your auditor, Somekh Chaikin, has served as your auditor since 2021.  Please
address the need to provide the information required by Item 16F.
Consolidated Statements of Financial Position, page F-3
14.Please disclose the date when the financial statements were authorised for issue.  Refer to
IAS 10.17.
Note 1 - General
A. The Company's activity, page F-10
15.With reference to the Northern and Southern Kibbutz Partnership Agreements discussed
on pages 52 through 54, please address the need to provide a discussion of these
partnerships and the relevant accounting for these partnerships within your financial
statements.  In this regard, it would appear necessary to discuss the accounting for
each Kibbutz's voting rights and rights to profits and losses in these partnerships.
Note 2.H. Revenue Recognition, page F-14
16.We note the discussion that when you are the primary provider and control the guaranteed
goods or services before they are transferred to the customer you recognize revenue as the
gross amount of proceeds. In addition, when you function as an agent you recognize the
revenue as a net amount, after deducting the amounts which are owed to the primary
provider. Please further discuss any material  arrangements where you are acting as an
agent and the nature of your performance obligations under such arrangements.  Please
also tell us what consideration was given to disclosing the net amounts as a disaggregated
revenue disclosure given the timing of recognition and type of customer appear to
be different.  Refer to IFRS 15:114-115 and 119(c).  See also IFRS 15:B89.

 FirstName LastNameAlexander Rabinovich
 Comapany NameIntercure Ltd.
 May 18, 2021 Page 5
 FirstName LastNameAlexander Rabinovich
Intercure Ltd.
May 18, 2021
Page 5
Note 24. Subsequent Events, page F-61
17.We note that on January 3, 2021, and as revised on February 9, 2021, you entered into a
merger agreement with Subversive Real Estate Acquisition REIT LP (Subversive LP) to
acquire all of the outstanding units of Subversive LP in exchange for your ordinary
shares.  Please expand your disclosures to (i) address the material terms of this agreement;
(ii) provide information regarding the business of Subversive LP; (iii) quantify the number
of ordinary shares issued; and (iv) indicate the anticipated accounting treatment for the
merger.  In addition, tell us your consideration of the guidance in Item 8 of Form 20-F and
Articles 3-05 and 11-01 of Regulation S-X in assessing whether audited financial
statements of Subversive LP and the related pro forma financial information reflecting the
merger should be provided.
18.You indicate on page 64 that on March 29, 2021, Cannolam entered into an agreement to
purchase rights to four additional pharmacies (two branches in southern Israel where
Cannolam will hold 51% of all outstanding shares of the company that will operate the
pharmacy’s two branches in Tel Aviv and in northern Israel where Cannolam will
purchase the entire business of the pharmacy). If material, please discuss these
transactions herein and disclose the consideration to be transferred and how you will
account for these transactions.
Exhibits
19.Please file the loan agreement with Mr. Avner Barak as an exhibit to your registration
statement.

            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 LastNameAlexander Rabinovich
 Comapany NameIntercure Ltd.
 May 18, 2021 Page 6
 FirstName LastName
Alexander Rabinovich
Intercure Ltd.
May 18, 2021
Page 6
            You may contact Jeanne Baker, Staff Accountant, at (202) 551-3691 or Jeanne Bennett,
Accounting Branch Chief, at (202) 551-3606 if you have questions regarding comments on the
financial statements and related matters. Please contact Anuja A. Majmudar, Attorney- Advisor,
at (202) 551-3844 or, in her absence, Kevin Dougherty, Attorney- Advisor, at (202) 551-
3271 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Mark S. Selinger, Esq.