SecProbe.io

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Jeffs’ Brands Ltd.

7 Mezada Street,

Bnei Brak, 5126112, Israel

February 27, 2026

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, DC 20549

    RE:
    Jeffs’ Brands Ltd. (CIK 0001885408)

    Registration Statement No. 333-293607 on Form F-3 (the “Registration Statement”)

Ladies and Gentlemen:

Jeffs’ Brands 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
March 2, 2026, at 9:00 a.m., Eastern Time, or as soon thereafter as is practicable.

The Registrant respectfully
requests that it be notified of such effectiveness by an email to Dr. Shachar Hadar, Adv. of Meitar | Law Offices at shacharh@meitar.com.

    Very truly yours,

    Jeffs’ Brands Ltd.

    By:
    /s/ Ronen Zalayet

    Ronen Zalayet
 Chief Financial Officer

CORRESP
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 filename1.htm

 Jeffs' Brands Ltd.

 7 Mezada Street,

 Bnei Brak, 5126112, Israel

 February 26, 2026

 VIA EDGAR

 Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, N.E.

 Washington, DC 20549

 RE:
 Jeffs' Brands Ltd. (CIK 0001885408)

 Registration Statement No. 333-293607 on Form F-3 (the "Registration Statement")

 Ladies and Gentlemen:

 Reference is made to our letter,
filed as correspondence with the U.S. Securities and Exchange Commission via EDGAR on February 26, 2026, in which we requested the acceleration
of the effective date of the above-referenced Registration Statement on March 2, 2026 at 8:00 a.m., Eastern Time. We are no longer requesting
that the Registration Statement be declared effective at that date and time, and we hereby formally withdraw our prior
request for acceleration of the effective date of the above-mentioned Registration Statement.

 Very truly yours,

 Jeffs' Brands Ltd

 By:
 /s/ Ronen Zalayet

 Ronen Zalayet
Chief Financial Officer

CORRESP
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 Jeffs' Brands Ltd.

 7 Mezada Street,

 Bnei Brak, 5126112, Israel

 February 26, 2026

 VIA EDGAR

 Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, N.E.

 Washington, DC 20549

 RE:
 Jeffs' Brands Ltd. (CIK 0001885408)

 Registration Statement No. 333-293607 on Form F-3 (the "Registration Statement")

 Ladies and Gentlemen:

 Jeffs' Brands 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
March 2, 2026, at 8:00 a.m., Eastern Time, or as soon thereafter as is practicable.

 The Registrant respectfully
requests that it be notified of such effectiveness by an email to Dr. Shachar Hadar, Adv. of Meitar | Law Offices at shacharh@meitar.com.

 Very truly yours,

 Jeffs' Brands Ltd.

 By:
 /s/ Ronen Zalayet

 Ronen Zalayet Chief Financial Officer

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 February 25, 2026

Eliyahu Zamir
Chief Executive Officer
Jeffs' Brands Ltd
7 Mezada Street
Bnei Brak, 5126112
Israel

 Re: Jeffs' Brands Ltd
 Registration Statement on Form F-3
 Filed February 19, 2026
 File No. 333-293607
Dear Eliyahu Zamir:

 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 Rucha Pandit at 202-551-6022 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Trade &
Services
cc: Atira Erlichster
</TEXT>
</DOCUMENT>

CORRESP
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 Jeffs' Brands Ltd

 7 Mezada Street,

 Bnei Brak, 5126112, Israel

 July 30, 2025

 VIA EDGAR

 Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, N.E.

 Washington, DC 20549

 RE:
 Jeffs' Brands Ltd. (CIK 0001885408)

 Registration Statement No. 333-288355 on Form F-1 (the "Registration Statement")

 Ladies and Gentlemen:

 Jeffs' Brands 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
August 1, 2025, at 4:00 p.m., Eastern Time, or as soon thereafter as is practicable.

 The Registrant respectfully
requests that it be notified of such effectiveness by an email to Dr. Shachar Hadar, Adv. of Meitar | Law Offices at shacharh@meitar.com.

 Very truly yours,

 Jeffs' Brands Ltd.

 By:
 /s/ Ronen Zalayet

 Ronen Zalayet
Chief Financial Officer

CORRESP
 1
 filename1.htm

 July 15, 2025

 VIA EDGAR

 United States Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.

 Washington, D.C. 20549-6010

 Attention:
 Rucha Pandit

 Dietrich King

 Re:
 Jeffs' Brands Ltd

 Registration Statement on Form F-1

 Filed on June 26, 2025

 File No. 333-288355

 Ladies and Gentlemen:

 On behalf of Jeffs'
Brands Ltd (the " Company " or " Jeffs' Brands "), we submit this letter setting
forth the responses of the Company to the comment provided by the staff (the " Staff ") of the Securities and
Exchange Commission (the " Commission ") in its comment letter dated July 9, 2025 (the " Comment Letter "),
with respect to the Registration Statement on Form F-1 filed by the Company with the Commission on June 26, 2025 (the " Registration
Statement ").

 For reference purposes, the
text of the numbered comment included in the Comment Letter is reproduced below, followed by the Company's response to the numbered
comment. Unless otherwise indicated, capitalized terms herein have the meanings assigned to them in the Registration Statement.

 Registration Statement on Form F-1

 General

 1.
 We note the structure of the proposed resale and that you are attempting to register for resale the ordinary shares that underly the promissory notes. However, we also note that the predicate transactions to the resale have not been completed as not all of the promissory notes are issued, outstanding and fully funded. As such, it does not appear that you are eligible to register the contemplated resale transaction at this time. Please restructure your transaction accordingly or withdraw your registration statement until such time as the shares can be registered for resale.

 Response : The Company acknowledges
the Staff's comment and, for the reasons set forth below, respectfully submits that the registration of securities for resale before
the related unregistered issuance of the Additional Promissory Notes is complete is proper in light of the guidance provided by the Staff.

 The second paragraph of the Securities Act Rules
Compliance & Disclosure Interpretation 139.11 (" CDI 139.11 ") provides that:

 "In a PIPE transaction, a company
will be permitted to register the resale of securities prior to their issuance if the company has completed a Section 4(2)-exempt sale
of the securities (or in the case of convertible securities, of the convertible security itself) to the investor, and the investor is
at market risk at the time of filing of the resale registration statement. The investor must be irrevocably bound to purchase a set number
of securities for a set purchase price that is not based on market price or a fluctuating ratio, either at the time of effectiveness of
the resale registration statement or at any subsequent date. When a company attempts to register for resale shares of common stock underlying
unissued, convertible securities, the PIPE analysis applies to the convertible security, not to the underlying common stock. There can
be no conditions to closing that are within an investor's control or that an investor can cause not to be satisfied. For example,
closing conditions in capital formation transactions relating to the market price of the company's securities or the investor's
satisfactory completion of its due diligence on the company are unacceptable conditions. The closing of the private placement of the unissued
securities must occur within a short time after the effectiveness of the resale registration statement."

 We respectfully request that the Staff consider
the following language in the Securities Purchase Agreement entered into on June 26, 2025 with the investor (the "SPA"), specifically that:

 1. According to Section 1(c) of the SPA, beginning on December 1, 2025, the Company may request, at its sole
discretion, that the investor purchase Additional Promissory Notes, each in the principal amount of up to $2.5 million, for a cash purchase
price of 90% of the principal amount, during each subsequent three-month period. Thus, the Selling Shareholder (i.e., the investor) is
bound to purchase a set number of securities for a set purchase price. There is no market price mechanism tied to the purchase of the
unissued convertible securities (i.e., the Additional Promissory Notes) and the investor is bound to purchase during each three-month
period, a set number of securities for a set purchase price that is not based on a market price or a fluctuating ratio.

 2. The conditions to the Company's right to issue and sell the Additional Promissory Notes in Section
6 of the SPA are for the sole benefit of the Company and may be waived by the Company at any time in its sole discretion. Accordingly,
the investor cannot cause such conditions not to be satisfied. The conditions to the investor's obligation to purchase the Additional
Promissory Notes, set forth in Section 7 of the SPA, are not within the investor's control and are not conditions that the investor
can cause not to be satisfied. Therefore, these are permissible closing conditions under CDI 139.11. If the conditions for closing of
the Additional Promissory Notes are met, then the investor has no new investment decision in purchasing the Additional Promissory Notes
and is irrevocably committed to purchasing the Additional Promissory Notes upon the Company's request. As a result, the investor
was at market risk as of June 26, 2025, the date the SPA was executed and the Registration Statement was filed.

 3. The Registration Statement covers Ordinary Shares issuable under the Promissory Notes in the
 principal amount of $50 million and the accruing interest thereon, and not the entire principal amount of $100 million available
 under the SPA. On June 26, 2025, prior to the effectiveness of the Registration Statement, the Initial Promissory Note in the
 principal amount of $5 million was issued. Pursuant to Section 1 of the SPA, in the event that the daily trading volume of the
 Company's Ordinary Shares is at least 150% of the amount of Ordinary Shares then outstanding (the " Volume
 Condition "), then the Company may request, at its sole discretion, that the investor purchase Additional Promissory
 Notes for a purchase price equal to 90% of the principal amount, in an aggregate principal amount of up to $45 million during the
 period commencing after the Initial Closing and until December 1, 2025 and thereafter in the aggregate principal amount of up to
 $25 million during each subsequent three month period.

 This Volume Condition is not
within the investor's control and does not involve a fluctuating purchase price, which remains set at 90% of the principal
amount. Further, the investor is bound to purchase the amount of securities requested by the Company, up to the maximum amount set
forth above in each period. The addition of this provision to the SPA was structured to comply with the conditions of CDI 139.11,
enabling the closing of all of the unissued convertible securities, i.e., the Additional Promissory Notes in the principal amount of
$45 million, to occur at any time after the date of the Registration Statement, subject to satisfaction of the Volume Condition. Based on data retrieved from Bloomberg L.P., during the 60-day period preceding the date of the Registration Statement, on
6 non-consecutive trading days the daily trading volume of the Company's Ordinary Shares was greater than 150% of the amount
of Ordinary Shares outstanding, indicating that it is highly plausible that the closing of the Additional Promissory Notes may occur
shortly after the effectiveness of the Registration Statement.

 For the reasons set forth
above, we respectfully request that the Staff reconsider its position with respect to the Company's ability to register the shares
underlying the Additional Promissory Notes.

 * * *

 2

 We hope the foregoing answers
are responsive to your comment. Please do not hesitate to contact me by telephone at +972-54-533-0073 with any questions or comments regarding
this correspondence.

 Very truly yours,

 /s/ Ronen Zalayet

 Ronen Zalayet

 Chief Financial Officer

 JEFFS' BRANDS LTD

 cc:

 Shachar Hadar, Meitar | Law Offices

 Atira Erlichster, Meitar | Law Offices

 Oded Har-Even, Sullivan & Worcester LLP

 Angela Gomes, Sullivan & Worcester LLP

 3

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 July 9, 2025

Ronen Zalayet
Chief Financial Officer
Jeffs' Brands Ltd
7 Mezada Street
Bnei Brak, 5126112
Israel

 Re: Jeffs' Brands Ltd
 Registration Statement on Form F-1
 Filed June 26, 2025
 File No. 333-288355
Dear Ronen Zalayet:

 We have conducted a limited review of your registration statement and
have the
following comment(s).

 Please respond to this letter by amending your registration statement
and providing
the requested information. If you do not believe a comment applies to your
facts and
circumstances or do not believe an amendment is appropriate, please tell us why
in your
response.

 After reviewing any amendment to your registration statement and the
information
you provide in response to this letter, we may have additional comments.

Registration Statement on Form F-1
General

1. We note the structure of the proposed resale and that you are attempting
to register for
 resale the ordinary shares that underly the promissory notes. However,
we also note
 that the predicate transactions to the resale have not been completed as
not all of the
 promissory notes are issued, outstanding and fully funded. As such, it
does not appear
 that you are eligible to register the contemplated resale transaction at
this time. Please
 restructure your transaction accordingly or withdraw your registration
statement until
 such time as the shares can be registered for resale.
 July 9, 2025
Page 2

 We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence
of action by the staff.

 Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.

 Please contact Rucha Pandit at 202-551-6022 or Dietrich King at
202-551-8071 with
any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Trade &
Services
cc: Atira Erlichster
</TEXT>
</DOCUMENT>

CORRESP
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 Jeffs' Brands Ltd.

 7 Mezada Street,

 Bnei Brak, 5126112, Israel

 May 22, 2025

 VIA EDGAR

 Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, N.E.

 Washington, DC 20549

 RE:
 Jeffs' Brands Ltd. (CIK 0001885408)

 Registration Statement No. 333- 287341 on Form F-3 (the "Registration Statement")

 Ladies and Gentlemen:

 Jeffs' Brands 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
May 23, 2025, at 5:00 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 an email to Dr. Shachar Hadar, Adv. of Meitar | Law Offices at shacharh@meitar.com.

 Very truly yours,

 Jeffs' Brands Ltd.

 By:
 /s/
 Ronen Zalayet

 Ronen Zalayet

 Chief Financial Officer

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 May 22, 2025

Vik Hakmon
Chief Executive Officer
Jeffs' Brands Ltd
7 Mezada Street
Bnei Brak, 5126112
Israel

 Re: Jeffs' Brands Ltd
 Registration Statement on Form F-3
 Filed May 16, 2025
 File No. 333-287341
Dear Vik Hakmon:

 This is to advise you that we do not intend to review your registration
statement.

 We request that you publicly file your registration statement at least
two business
days 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 Kate Beukenkamp at 202-551-3861 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Trade &
Services
cc: Dr. Shachar Hadar
</TEXT>
</DOCUMENT>

CORRESP
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Jeffs’ Brands Ltd.

7 Mezada Street,

Bnei Brak, 5126112, Israel

February 24, 2025

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, DC 20549

    RE:
    Jeffs’ Brands Ltd. (CIK 0001885408)

    Registration Statement No. 333-285030 on Form F-3 (the “Registration Statement”)

Ladies and Gentlemen:

Jeffs’ Brands 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
February 26, 2025, at 4:30 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 an email to Dr. Shachar Hadar, Adv. of Meitar | Law Offices at shacharh@meitar.com.

    Very truly yours,

    Jeffs’ Brands Ltd.

    By:
    /s/ Viki Hakmon

    Viki Hakmon
 Chief Executive Officer

February 24, 2025
Ronen Zalayet
Chief Financial Officer
Jeffs' Brands Ltd
7 Mezada Street
Bnei Brak, 5126112
Israel
Re:Jeffs' Brands Ltd
Registration Statement on Form F-3
Filed February 18, 2025
File No. 333-285030
Dear Ronen Zalayet:
            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 Rucha Pandit at 202-551-6022 with any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:Dr. Shachar Hadar

January 23, 2025
Jeffrey J. Conroy
Reporting Person
Jeffs' Brands Ltd
7 Mayflower Drive
Basking Ridge, NJ 07920
Re:Jeffs' Brands Ltd
Schedule 13D Filed by Jeffrey J. Conroy
Filed October 21, 2024
File No. 005-93758
Dear Jeffrey J. Conroy:
            We have conducted a limited review of the above-captioned filing and have the
following comment.
            Please respond to this letter by amending the filing or by providing the requested
information. If you do not believe our comment applies to your facts and circumstances or
that an amendment is appropriate, please advise us why in a response letter.
            After reviewing any amendment to the filing and any information provided in
response to this comment, we may have additional comments.
Schedule 13D Filed October 21, 2024
General
1.We note that the event reported as requiring the filing of the Schedule 13D was
September 18, 2024. Rule 13d-1(a) of Regulation 13D-G requires the filing of a
Schedule 13D within five business days after the date beneficial ownership of more
than five percent of a class of equity securities specified in Rule 13d-1(i)(1) was
acquired. Based on the September 18, 2024 event date, the Schedule 13D submitted
on October 21, 2024 was not timely filed. Please advise us why the Schedule 13D was
not filed within the required five business days after the date of the acquisition.
            We remind you that the filing person is responsible for the accuracy and adequacy of
their disclosures, notwithstanding any review, comments, action or absence of action by the
staff.

January 23, 2025
Page 2
            Please direct any questions to Brian Soares at 202-551-3690 or Nicholas Panos at
202-551-3266.
Sincerely,
Division of Corporation Finance
Office of Mergers & Acquisitions

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Jeffs’ Brands Ltd.

7 Mezada Street,

Bnei Brak, 5126112, Israel

December 31, 2024

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, DC 20549

    RE:
    Jeffs’ Brands Ltd. (CIK 0001885408)

    Registration Statement No. 333-283848 on Form F-3 (the “Registration Statement”)

Ladies and Gentlemen:

Jeffs’ Brands 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
January 3, 2025 at 4:30 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 an email to Dr. Shachar Hadar, Adv. of Meitar | Law Offices at shacharh@meitar.com.

    Very truly yours,

    Jeffs’ Brands Ltd.

    By:
    /s/ Viki Hakmon

    Viki Hakmon

Chief Executive Officer

CORRESP
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Jeffs’ Brands Ltd.

7 Mezada Street,

Bnei Brak, 5126112, Israel

December 31, 2024

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, DC 20549

    RE:
    Jeffs’ Brands Ltd. (CIK 0001885408)

    Registration Statement No. 333-283904 on Form F-3 (the “Registration Statement”)

Ladies and Gentlemen:

Jeffs’ Brands 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
January 3, 2025 at 4:30 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 an email to Dr. Shachar Hadar, Adv. of Meitar | Law Offices at shacharh@meitar.com.

    Very truly yours,

    Jeffs’ Brands Ltd

    By:
    /s/ Viki Hakmon

    Viki Hakmon

Chief Executive Officer

December 30, 2024
Viki Hakmon
Chief Executive Officer
Jeffs' Brands Ltd
7 Mezada Street
Bnei Brak, 5126112
Israel
Re:Jeffs' Brands Ltd
Registration Statement on Form F-3
Filed December 16, 2024
File No. 333-283848
Dear Viki Hakmon:
            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 Jenna Hough at 202-551-3063 with any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:Dr. Shachar Hadar

United States securities and exchange commission logo
March 5, 2024
Viki Hakmon
Chief Executive Officer
Jeffs' Brands Ltd
7 Mezada Street
Bnei Brak, 5126112, Israel
Re:Jeffs' Brands Ltd
Registration Statement on Form F-3
Filed on February 20, 2024
File No. 333-277188
Dear Viki Hakmon:
            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 Scott Anderegg at 202-551-3342 with any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

CORRESP
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Jeffs’ Brands Ltd.

7 Mezada Street,

Bnei Brak, 5126112, Israel

March 5, 2024

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, DC 20549

    RE:
    Jeffs’ Brands Ltd. (CIK 0001885408)

    Registration Statement No. 333-277188 on Form F-3 (the “Registration Statement”)

Ladies and Gentlemen:

Jeffs’ Brands 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
March 8, 2024 at 4:30 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 an email to Dr. Shachar Hadar, Adv. of Meitar | Law Offices at shacharh@meitar.com.

    Very truly yours,

    Jeffs’ Brands Ltd.

    By:
    /s/ Viki Hakmon

    Viki Hakmon

Chief Executive Officer

CORRESP
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Jeffs’ Brands Ltd

7 Mezada Street

Bnei Brak, Israel 5126112

September 7, 2023

Via EDGAR

Cara Wirth

Securities and Exchange Commission

Division of Corporation Finance

Office of Trade & Services

100 F Street, NEs

Washington, DC 20549

    Re:
    Jeffs’ Brands Ltd

Post-Effective Amendment No. 2 to
Form F-1

Response Dated July 24, 2023

File No. 333-262835

Dear Madam:

The purpose of this letter is to respond to your
letter of July 24, 2023, regarding the abovementioned Post-Effective Amendment No. 2 to Form F-1 (the “Post-Effective Amendment
No. 2”) of Jeffs’ Brands Ltd (the “Company”, ‘we’, “us” or “our”). For your
convenience, your original comment appears in bold text, followed by our response. We are concurrently submitting Amendment No. 1 to Post-Effective
Amendment No. 2 to Registration Statement on Form F-1 (“Amendment No. 1”). Capitalized terms used, but not defined, in this
letter have the meanings ascribed to such terms in Amendment No. 1.

Response Dated July 24, 2023

General

    1.
    We note your response that you initially registered $8,912,500 in ordinary shares issuable upon the exercise of Additional Warrants, and to date you have issued Additional Warrants to purchase $5,705,560.70 in ordinary shares. Instead of the maximum offering amount, please tell us the volume of Additional Warrants and shares underlying such warrants that you registered on the Form F-1 declared effective on August 25, 2022, as required by Item 501(b)(2) of Regulation S-K. If the amount of Additional Warrants and underlying ordinary shares reflected on the post-effective amendment exceeds the amount of Additional Warrants and ordinary shares registered on the F-1, it is impermissible to register them now. See Securities Act Rule 413(a). Tell us why you believe you can register the additional securities, or remove them from the registration statement.

Response:
We acknowledge the Staff’s comment and respectfully advise the Staff that we registered a maximum aggregate offering amount
of $45,531,250 under the Company’s Registration Statement on Form F-1 declared effective
on August 25, 2022 (the “Registration Statement”) which included an amount of $8,912,500 related to the Ordinary Shares issuable
upon the exercise of Additional Warrants. Based on the exercise price of $2.02 of each Additional Warrant (which is 50% of the exercise
price of $4.04 of each Warrant), the number of Additional Warrants and Ordinary Shares underlying such Additional Warrants that we registered
on the Registration Statement, was 4,412,128 (which is $8,912,500 divided by $2.02). Effective as of November 28, 2022, we issued Additional
Warrants to purchase up to an aggregate of 2,824,535 Ordinary Shares at an exercise price of $2.02 per share, for an aggregate offering
amount of $5,705,560.70, which number of Additional Warants and underlying Ordinary Shares and offering amount is less than the amount
registered under the Registration Statement. No additional securities are being registered in the Post-Effective Amendment No. 2.

    2.
    Exhibits 5.1 and 5.2 hyperlink to legal opinions dated May 4, 2022 which indicate that you are registering a proposed maximum aggregate offering price by the Company of up to $53,543,750. However, the legal opinions dated July 28, 2022 indicate that the maximum offering amount was $62,456,250. Please update the links in the post-effective amendment to hyperlink to the correct legal opinion

Response: We acknowledge the
Staff’s comment and respectfully advise the Staff that the maximum aggregate offering amount was reduced to $45,531,250 in connection
with Amendment No. 3. We therefore have filed corrected legal opinions as Exhibits 5.1 and 5.2 to Amendment No. 1 to correct the typographical
error in response to the Staff’s comment.

If you have any questions or require additional information,
please call the Company’s attorneys, Oded Har-Even at (212) 660-5003 or Angela Gomes at (617) 338-2957, of Sullivan & Worcester
LLP.

    Sincerely,

    Jeffs’ Brands Ltd

    By:
    /s/ Viki Hakmon

    Viki Hakmon

    Chief Executive Officer

    cc:
    Oded Har-Even, Esq., Sullivan & Worcester LLP

    Angela Gomes, Esq., Sullivan & Worcester LLP

United States securities and exchange commission logo
August 11, 2023
Viki Hakmon
Chief Executive Officer
Jeffs' Brands Ltd
7 Mezada Street
Bnei Brak, Israel 5126112
Re:Jeffs' Brands Ltd
Post-Effective Amendment No. 2 to Form F-1
Response Dated July 24, 2023
File No. 333-262835
Dear Viki Hakmon:
            We have reviewed your post-effective amendment 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.
Response Dated July 24, 2023
General
1.We note your response that you initially registered $8,912,500 in ordinary shares issuable
upon the exercise of Additional Warrants, and to date you have issued Additional
Warrants to purchase $5,705,560.70 in ordinary shares. Instead of the maximum offering
amount, please tell us the volume of Additional Warrants and shares underlying such
warrants that you registered on the Form F-1 declared effective on August 25, 2022, as
required by Item 501(b)(2) of Regulation S-K. If the amount of Additional Warrants and
underlying ordinary shares reflected on the post-effective amendment exceeds the amount
of Additional Warrants and ordinary shares registered on the F-1, it is impermissible to
register them now. See Securities Act Rule 413(a). Tell us why you believe you can
register the additional securities, or remove them from the registration statement.

 FirstName LastNameViki Hakmon
 Comapany NameJeffs' Brands Ltd
 August 11, 2023 Page 2
 FirstName LastName
Viki Hakmon
Jeffs' Brands Ltd
August 11, 2023
Page 2
2.Exhibits 5.1 and 5.2 hyperlink to legal opinions dated May 4, 2022 which indicate that
you are registering a proposed maximum aggregate offering price by the Company of up
to $53,543,750. However, the legal opinions dated July 28, 2022 indicate that the
maximum offering amount was $62,456,250. Please update the links in the post-effective
amendment to hyperlink to the correct legal opinions.
            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 Jennie Beysolow at 202-551-8108 or Erin Jaskot at 202-551-3442 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

CORRESP
1
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Jeffs’ Brands Ltd

7 Mezada Street

Bnei Brak, Israel 5126112

July 24, 2023

Via EDGAR

Cara Wirth

Securities and Exchange Commission

Division of Corporation Finance

Office of Trade & Services

100 F Street, NEs

Washington, DC 20549

    Re:
    Jeffs’ Brands Ltd

Post-Effective Amendment No. 2 to
Form F-1

Filed June 6, 2023

File No. 333-262835

Dear Madam:

The purpose of this letter is to respond to your
letter of July 5, 2023, regarding the abovementioned Post-Effective Amendment No. 2 to Form F-1 (the “Post-Effective Amendment No.
2”) of Jeffs’ Brands Ltd (the “Company”, ‘we’, “us” or “our”). For your convenience,
your original comment appears in bold text, followed by our response. Capitalized terms used, but not defined, in this letter have the
meanings ascribed to such terms in Post-Effective Amendment No. 2.

Post-Effective Amendment on Form F-1 Filed
June 6, 2023

General

    1.
    We note that this Post-Effective Amendment No. 2 includes a reference to Additional Warrants to purchase up to an aggregate amount of 2,824,535 Ordinary Shares, and your Post-Effective Amendment No. 1 includes a reference to Additional Warrants to purchase up to an aggregate amount of 2,584,140 Ordinary Shares. Both references to the Additional Warrants appear to be to the warrants issued to holders in connection with the pricing adjustment that occurred based on the volume weighted average stock price on September 7, 2022. Please clarify whether these are two separate sets of Additional Warrants or otherwise. Additionally, particularly based on the fee table and legal opinion filed as exhibits to your Registration Statement on Form F-1, declared effective on August 25, 2022, it is unclear whether the Additional Warrants were covered by the Registration Statement. Note that, if they were not, it is impermissible to register them now per Securities Act Rule 413(a). Please advise. Upon reviewing your response, we may have additional comments.

We
acknowledge the Staff’s comment and respectfully advise the Staff that the Company issued Additional Warrants to purchase up to
an aggregate amount of 2,824,535 Ordinary Shares to holders in connection with the pricing adjustment that occurred based on the volume
weighted average stock price on September 7, 2022. The number of Additional Warrants previously mentioned in Post-Effective Amendment
No. 1 to Form F-1, was an estimate, while the final number of Additional Warrants issued was only determined after the closing of trading
on November 28, 2022 (the 90th calendar day immediately following the issuance date of the Warrants). We further advise the Staff that
the number of Ordinary Shares to be issued upon the exercise of Additional Warrants (no separate fee was required pursuant to Rule 457(i)
of the Securities Act), issued by the Company in November 2022 following the adjustment to the exercise price of the Warrants, was covered
by the fee table and the legal opinion filed as exhibits to the Company’s Registration Statement on Form F-1 declared effective
on August 25, 2022 (the “Registration Statement”). We registered a maximum offering amount of $45,531,250 under the Registration
Statement which included an amount of $8,912,500 related to the Ordinary Shares issuable upon the exercise of Additional Warrants. Effective
as of November 28, 2022, we have issued Additional Warrants to purchase up to an aggregate amount of 2,824,535 Ordinary Shares, with an
exercise price of $2.02 per share, for an aggregate offering amount of $5,705,560.7, which amount is less than the amount registered under
the Registration Statement.

If you have any questions or require additional information,
please call the Company’s attorneys, Oded Har-Even at (212) 660-5003 or Angela Gomes at (617) 338-2957, of Sullivan & Worcester
LLP.

    Sincerely,

    Jeffs’ Brands Ltd

    By:
    /s/ Viki Hakmon

    Viki Hakmon

    Chief Executive Officer

    cc:
    Oded Har-Even, Esq., Sullivan & Worcester LLP

    Angela Gomes, Esq., Sullivan & Worcester LLP

United States securities and exchange commission logo
July 5, 2023
Viki Hakmon
Chief Executive Officer
Jeffs' Brands Ltd
7 Mezada Street
Bnei Brak, Israel 5126112
Re:Jeffs' Brands Ltd
Post-Effective Amendment No. 2 to Form F-1
Filed June 6, 2023
File No. 333-262835
Dear Viki Hakmon:
            We have limited our review of your registration statement to those issues we have
addressed in our comments.  In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Post-Effective Amendment on Form F-1 Filed June 6, 2023
General
1.We note that this Post-Effective Amendment No. 2 includes a reference to Additional
Warrants to purchase up to an aggregate amount of 2,824,535 Ordinary Shares, and your
Post-Effective Amendment No. 1 includes a reference to Additional Warrants to purchase
up to an aggregate amount of 2,584,140 Ordinary Shares. Both references to the
Additional Warrants appear to be to the warrants issued to holders in connection with the
pricing adjustment that occurred based on the volume weighted average stock price on
September 7, 2022. Please clarify whether these are two separate sets of Additional
Warrants or otherwise. Additionally, particularly based on the fee table and legal opinion
filed as exhibits to your Registration Statement on Form F-1, declared effective on August
25, 2022, it is unclear whether the Additional Warrants were covered by the Registration

 FirstName LastNameViki Hakmon
 Comapany NameJeffs' Brands Ltd
 July 5, 2023 Page 2
 FirstName LastName
Viki Hakmon
Jeffs' Brands Ltd
July 5, 2023
Page 2
Statement. Note that, if they were not, it is impermissible to register them now per
Securities Act Rule 413(a). Please advise. Upon reviewing your response, we may have
additional comments.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            Please contact Cara Wirth at 202-551-7127 or Lilyanna Peyser at 202-551-3222 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

CORRESP
1
filename1.htm

Jeffs’ Brands Ltd

3 Hanechoshet Street

Tel Aviv, Israel 6971068

August 24, 2022

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, DC 20549

    RE:
    Jeffs’ Brands Ltd (CIK: 0001885408)

    Registration Statement No. 333-262835 on Form F-1 (the “Registration Statement”)

Ladies and Gentlemen:

Jeffs’ Brands 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
August 25, 2022 at 4:30 p.m., Eastern Time, or as soon thereafter as is practicable. By separate letter, the underwriter of the issuance
of the securities being registered has 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.

    Very truly yours,

    JEFFS’ BRANDS LTD

    By:
    /s/ Viki Hakmon

    Viki Hakmon

    Chief Executive Officer

CORRESP
1
filename1.htm

August 24, 2022

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, DC 20549

    RE:
    Jeffs’ Brands Ltd   (CIK:  0001885408)

    Registration Statement No. 333-262835 on Form F-1 (the “Registration Statement”)

Ladies and Gentlemen:

Pursuant to Rule 461 of the General Rules and
Regulations of the U.S. Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”),
Aegis Capital Corp. hereby requests acceleration of the effective date of the above-referenced Registration Statement so that it will
become effective at 4:30 p.m. Eastern Time, on August 25, 2022, or as soon thereafter as practicable.

Pursuant to Rule 460 under the Securities Act,
please be advised that we will distribute as many electronic copies of the proposed form of preliminary prospectus as appears to be reasonable
to secure adequate distribution.

    AEGIS CAPITAL CORP.

    By:
    /s/ Griffin Cassagne

    Name:
    Griffin Cassagne

    Title:
    Executive Vice President

CORRESP
1
filename1.htm

Jeffs’ Brands Ltd

3 Hanechoshet Street

Tel Aviv, Israel

July 28, 2022

Via EDGAR

Donald Field

Katherine Bagley

Securities and Exchange Commission

Division of Corporation Finance

Office of Trade & Services

100 F Street, NEs

Washington, DC 20549

    Re:
    Jeffs’ Brands Ltd

    Registration Statement on Form F-1

    Filed July 14, 2022

    File No. 333-262835

Dear Sir and Madam:

The purpose of this letter is to respond to your
letter of July 18, 2022, regarding the abovementioned Registration Statement on Form F-1 (“Form F-1”) of Jeffs’ Brands
Ltd (the “Company”, ‘we’, “us” or “our”). For your convenience, your original comments
appear in bold text, followed by our response. Capitalized terms used, but not defined, in this letter have the meanings ascribed to such
terms in the Form F-1. We are concurrently filing Amendment No. 5 to the Form F-1 (“Amendment No. 5”).

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

General

    1.
    Please refer to Exhibits 5.1 and 5.2. Please have counsel file updated legal opinions. In this regard, we note that the composition of the registered units has changed (i.e. the number of included warrants) and the maximum aggregate offering amount has increased from $53,543,750 to $62,456,250. Please have counsel revise each opinion as applicable, and please consider opining on the total number of each of the securities being registered as opposed to the total offering amount.

Response:
 In response to the Staff’s comment, the Company has filed updated legal opinions as Exhibits 5.1 and 5.2 to Amendment
No. 5.

If you have any questions or require additional
information, please call the Company’s attorneys, Oded Har-Even at (212) 660-5003 or Angela Gomes at (617) 338-2957, of Sullivan
& Worcester LLP.

    Sincerely,

    Jeffs’ Brands Ltd

    By:
    /s/ Viki Hakmon

    Viki Hakmon

    Chief Executive Officer

    cc:
    Oded Har-Even, Esq., Sullivan & Worcester LLP

    Angela Gomes, Esq., Sullivan & Worcester LLP

United States securities and exchange commission logo
July 18, 2022
Haim Ratzabi
Chief Financial Officer
Jeffs' Brands Ltd
3 Hanechoshet Street
Tel Aviv, Israel
6971068
Re:Jeffs' Brands Ltd
Amendment No. 4 to Registration Statement on Form F-1
Filed July 14, 2022
File No. 333-262835
Dear Mr. Ratzabi:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our July 11, 2022 letter.
Amendment No. 4 to Registration Statement on Form F-1
General
1.Please refer to Exhibits 5.1 and 5.2.  Please have counsel file updated legal opinions.  In
this regard, we note that the composition of the registered units has changed (i.e. the
number of included warrants) and the maximum aggregate offering amount has increased
from $53,543,750 to $62,456,250.  Please have counsel revise each opinion as applicable,
and please consider opining on the total number of each of the securities being registered
as opposed to the total offering amount.

 FirstName LastNameHaim Ratzabi
 Comapany NameJeffs' Brands Ltd
 July 18, 2022 Page 2
 FirstName LastName
Haim Ratzabi
Jeffs' Brands Ltd
July 18, 2022
Page 2
            You may contact Tony Watson at 202-551-3318 or Rufus Decker at 202-551-3769 if you
have questions regarding comments on the financial statements and related matters.  Please
contact Donald Field at 202-551-3680 or Erin Jaskot at 202-551-3442 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Angela Gomes

CORRESP
1
filename1.htm

Jeffs’ Brands Ltd

3 Hanechoshet Street

Tel Aviv, Israel

July 13, 2022

Via EDGAR

Donald Field

Katherine Bagley

Securities and Exchange Commission

Division of Corporation Finance

Office of Trade & Services

100 F Street, NEs

Washington, DC 20549

    Re:
    Jeffs’ Brands Ltd

Registration Statement on Form F-1

Filed June 27, 2022

File No. 333-262835

Dear Sir and Madam:

The purpose of this letter is to respond to your
letter of July 11, 2022, regarding the abovementioned Registration Statement on Form F-1 (“Form F-1”) of Jeffs’ Brands
Ltd (the “Company”, ‘we’, “us” or “our”). For your convenience, your original comments
appear in bold text, followed by our response. Capitalized terms used, but not defined, in this letter have the meanings ascribed to such
terms in the Form F-1. We are concurrently filing Amendment No. 4 to the Form F-1 (“Amendment No. 4”).

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

Capitalization, page 48

    1.
    We reviewed your revisions related to comment 1.  Please tell us your consideration of recording the loan discount as of December 31, 2021 and the difference between the fair value of the related party loans bearing the modified terms and the carrying values of the original loans immediately prior to the modification in your accumulated deficit upon conversion.  Refer to IFRS 9.

We acknowledge the
Staff’s comment and respectfully advise the Staff that as described in Note 9 and Note 10 to the Company’s audited financial
statements for the year ended December 31, 2021, Smart Repair Pro received related party and shareholder loans during the years ended
December 31, 2019 through 2021 from its then majority shareholder, Medigus, its then shareholder, Mr. Hakmon, and L.I.A. Pure Capital
Ltd., a shareholder of Medigus. The loans bear an interest rate which was lower than prevailing market interest rates that Smart Repair
Pro would have received on similar loans from a unrelated party on the borrowing date.

Upon initial recognition
of the loans, the Company estimated the fair value of the loans received based on the interest rate Smart Repair Pro would be required
to pay for similar unsecured loans to unrelated parties. The Company recorded the difference between the applicable loan amount and the
fair value of the loan as a capital contribution within the capital reserve from transactions with related parties with a corresponding
discount on the loan. The discount is systematically amortized using the effective interest method over the term of the loan.

On May 3, 2022, the
Company entered into Assignments to Loan Agreements with Smart Repair Pro, Medigus, Mr. Hakmon and L.I.A. Pure Capital Ltd., pursuant
to which it was agreed that unless earlier repaid pursuant to the terms of the respective loan agreements with such parties, effective
immediately upon the consummation of an initial public offering (an “IPO”), all outstanding principal due to each such party
will be automatically converted into a fixed number of ordinary shares.

In accordance with
IFRS 9, and based on management’s assessment, the change in the terms of the loans to include an automatic conversion feature upon
an IPO, was deemed a substantial modification. As a result, the Company derecognized the carrying amount of the loans as of the extinguishment
date and recognized the “new” loans bearing the modified terms at fair value.

As this is the first
time that the Company has entered into a transaction of this nature, it was, therefore, required to develop a new accounting policy. The
Company applied the requirements of International Accounting Standard 8 (“IAS 8”)
Accounting Policies, Changes in Accounting Estimates and Errors, para. 7-12, and elected to account for the difference between
the carrying amount of the original loans and the “new” loans recognized at fair value directly in equity within the capital
reserve for transactions with related parties. The policy was established following analysis of the facts and circumstances of the transaction
and consideration of IFRS 9, International Financial Reporting Interpretations Committee 19 (“IFRIC 19”) , and the International
Accounting Standards Board’s (“IASB”) Conceptual Framework for Financial Reporting as detailed below.

IFRS
9- Financial Instruments

IFRS
9 provides guidance on accounting for substantial modification of certain financial liabilities. Substantial modifications are treated
as an extinguishment and any difference between the existing liability and recognition of a new liability based on the new contractual
terms is generally recognized as a gain or loss within profit or loss. IFRS 9, however, does not provide guidance on the accounting for
substantial modifications of related party loans.

Deloitte includes in its authoritative manual, iGAAP1, an example of the accounting for a
substantial modification of an interest-free intercompany loan provided by a parent company to its subsidiary (see Appendix A attached
to this letter). The example states, that as the transaction reflects the parent and subsidiary relationship, the gain on extinguishment
should be accounted for as a capital contribution.

The
Company determined that in lieu of specific guidance within IFRS 9 regarding related party loans, the authoritative guidance with respect
to a substantial modification transaction between a parent company and its subsidiary, is an acceptable approach for accounting for the
substantial modification of its related party and shareholder loans. This treatment is consistent with the initial recognition of the
loans by which the difference between the fair value of the related party and shareholder loans and the loan amounts was recorded within
equity as a capital contribution, as detailed above.

The
example in Appendix A further states that the amount to be recognized as a capital contribution on derecognition of the old
financial liability may be calculated as either the difference between: (i) the carrying amount of the old loan and the fair value
of the new loan; or (ii) the fair value of the old loan and the fair value of the new loan (with the difference between the carrying
amount of the old loan and its fair value being recognized as a gain or loss in profit or loss).

The
Company has elected to account for these transactions based on (i) above and recognized a capital distribution upon extinguishment as
the difference between the carrying amount of the original loan and the fair value of the “new” loan.

1 Deloitte iGAAP (2022), Chapter 4- Derecognition of a financial
liability, example 4.1-4.

    2

IFRIC
19- Extinguishing Financial Liabilities with Equity Instruments

The
Company also considered the analogy included within IFRIC 19.

IFRIC
19 addresses the accounting by an entity that issues equity instruments in order to settle, in full or in part, a financial liability.
In accordance with IFRIC 19, the debtor should recognize in profit or loss the difference between the carrying amount of the financial
liability extinguished and the measurement of the equity instruments issued. Explicitly excluded from the scope of IFRIC 19, as stated
in Basis for Conclusions (“BC”) 7-8, is a transaction in which the creditor is also a direct or indirect shareholder and is
acting in its capacity as direct or indirect shareholder.

BC7- The
IFRIC considered whether to provide guidance on transactions in which the creditor is also a direct or indirect shareholder and is acting
in its capacity as an existing direct or indirect shareholder. The IFRIC concluded that the Interpretation should not address such transactions.
It noted that determining whether the issue of equity instruments to extinguish a financial liability in such situations is considered
a transaction with an owner in its capacity as an owner would be a matter of judgement depending on the facts and circumstances.

BC8-
In its redeliberations, the IFRIC clarified that transactions when the creditor and the entity are controlled by the same party or parties
before and after the transaction are outside the scope of the Interpretation when the substance of the transaction includes an equity
distribution by, or contribution to, the entity.

The
Company believes that the IFRS Interpretation Committee’s conclusion to exclude transactions in which the creditor is also a direct
or indirect shareholder and is acting in its capacity as an existing direct or indirect shareholder from IFRIC 19, is analogous to the
Company’s transaction between shareholders and a related party that is an indirect shareholder. If IFRIC 19 determines that the
extinguishment of a financial liability in exchange for equity in a transaction between a shareholder (direct or indirect) should be recorded
outside of profit and loss, then a strong analogy exists for a transaction that results in debt extinguishment, even if the exchange,
as in the Company’s circumstance, is for another financial liability as a result of contract modification. Furthermore, in the Company’s
case, the substance of the transaction which included a capital contribution upon recognition of the loan at below-market interest rates,
supports the recognition of the difference between the derecognized financial liability and new financial instrument outside of profit
and loss on the basis of BC8 above. Therefore, we believe that transaction between a shareholder (direct or indirect) should be recorded
outside of profit and loss.

IASB’s
Conceptual Framework for Financial Reporting

The Conceptual Framework
defines income as “increases in economic benefits during the accounting period in the form of inflows or enhancements of assets
or decreases of liabilities that result in increases in equity, other than those relating to contributions from equity participants”.
The definition of expenses similarly excludes distributions to equity participants. If a loan is made to a related party on favorable
terms, the substance of the transaction is that the borrower has received a contribution to the extent that the cash advanced exceeds
the fair value of the borrower’s financial liability.

The accounting for
the difference between the carrying value of the original loans and fair value of the “new” loans upon extinguishment outside
of profit and loss is consistent with the Conceptual Framework’s definition that income and expenses exclude contributions or
distributions to equity participants. In the Company’s case, the loans were obtained from the Company’s shareholders (direct
or indirect); therefore, the Company concluded, based on the circumstances, that recognition of the loss upon extinguishment as a distribution
to shareholders within the capital reserve for transactions with related parties is the most faithful representation of the substance
of the transaction. Furthermore, the Conceptual Framework defines income and expenses as elements of financial statements that relate
to an entity’s financial performance. The difference resulting from the extinguishment of the loans is as a result of the terms
extended to the Company’s shareholders in their capacity as owners (directly or indirectly) and is not related to the Company’s
financial performance. As such, the Company believes that the gain or loss on extinguishment should be excluded from profit and loss and
therefore should not be included on the income statement, and recorded directly within equity and included in the balance sheet, based
on the terms of the Conceptual Framework.

Accounting Treatment-
Capitalization Table

For purposes of the
pro forma and pro forma as adjusted columns of the capitalization table included in the Registration Statement, it was assumed that the
offering and the other transactions were consummated as of December 31, 2021. As such, and based on the aforementioned policy election
made by management (and included within example 4.1-4 in Appendix A), in connection with the Assignments to Loan Agreements, the Company
derecognized the carrying value of the original loans as of December 31, 2021 in the amount of $3,745,000 and recorded the “new”
loans bearing the modified terms at fair value in the amount of $3,839,000 as of December 31, 2021. The difference between the fair value
of the “new” loans and the carrying value of the original loans as of December 31, 2021 was recorded as a reduction in the
capital reserve for transactions with related parties in the amount of $95,000.

    3

    2.

    We reviewed your revisions related to
    comment 3. The balance for total capitalization in the Pro Forma As Adjusted column was not properly
    totaled.  Please clarify or revise.

Response:
 In response to the Staff’s comment, we revised the balance for total capitalization in the Pro Forma As Adjusted column of
the capitalization table on page 48 of Amendment No. 4.

If you have any questions or require additional
information, please call the Company’s attorneys, Oded Har-Even at (212) 660-5003 or Angela Gomes at (617) 338-2957, of Sullivan
& Worcester LLP.

    Sincerely,

    Jeffs’ Brands Ltd

    By:
    /s/ Viki Hakmon

    Viki Hakmon

    Chief Executive Officer

    cc:
    Oded Har-Even, Esq., Sullivan & Worcester LLP

    Angela Gomes, Esq., Sullivan & Worcester LLP

    4

Appendix A

Excerpt from Deloitte
iGAAP (2022), Chapter 4- Derecognition of a financial liability

Example 4.1-4

Modification of an interest-free intercompany loan to temporarily suspend a parent’s right to demand repayment on demand –
accounting by the borrower – example

IFRS 9:3.3.2 In
20X0, Subsidiary B obtains an interest-free loan of CU100,000 from Parent A which is repayable on demand. On 31 December 20X3, no
principal repayments have been made on the loan and Parent A contractually modifies the terms of the loan so that Parent A cannot
demand repayment of the loan during the next 12 months. If not repaid before, the loan re-becomes repayable on demand after the
12-month period. Subsidiary B should assess whether the modification is a substantial modification which requires the loan to be
derecognised.

IFRS 9:B3.3.6 states that “the
terms are substantially different if the discounted present value of the cash flows under the new terms, including any fees paid net of
any fees received and discounted using the original effective interest rate, is at least 10 per cent different from the discounted present
value of the remaining cash flows of the original financial liability”.

In this case a
quantitative assessment is not required as on a qualitative basis this loan can be deemed as being substantially modified and the
modification results in derecognition. This is because Parent A has offered Subsidiary B not to demand the loan for at least 12
months, which Subsidiary B has accepted. In substance, Parent A has offered Subsidiary B certainty of interest free finance for 12
months which previously it did not have. As a result, Subsidiary B derecognises the old financial liability and recognises a new
financial liability. The fair value of the ‘new’ loan is estimated using the prevailing interest rate for a similar loan
if obtained from a third party based on the entity’s credit rating and the contracted 12-month term. Generally, any difference
between the carrying amount of the original loan and the carrying amount of the new loan, net of any costs or fees incurred on
deferral, is recognised in profit or loss as part of the gain or loss on the extinguishment. However, as this transaction reflects
the parent and subsidiary relationship, the gain on extinguishment should be accounted for as a capital contribution. In general,
the amount to be recognised as a capital contribution on derecognition of the old financial liability may be calculated as either
the difference between:

 1. (i) the carrying amount of the old loan and the fair value of the new loan;

 2. (ii) the fair value of the old loan and the fair value of the new loan (with

United States securities and exchange commission logo
July 11, 2022
Haim Ratzabi
Chief Financial Officer
Jeffs' Brands Ltd
3 Hanechoshet Street
Tel Aviv, Israel
6971068
Re:Jeffs' Brands Ltd
Amendment No. 3 to Registration Statement on Form F-1
Filed June 27, 2022
File No. 333-262835
Dear Mr. Ratzabi:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our June 7, 2022 letter.
Amendment No. 3 to Registration Statement on Form F-1
Capitalization, page 48
1.We reviewed your revisions related to comment 1.  Please tell us your consideration of
recording the loan discount as of December 31, 2021 and the difference between the fair
value of the related party loans bearing the modified terms and the carrying values of the
original loans immediately prior to the modification in your accumulated deficit upon
conversion.  Refer to IFRS 9.
2.We reviewed your revisions related to comment 3.  The balance for total capitalization in
the Pro Forma As Adjusted column was not properly totaled.  Please clarify or revise.

 FirstName LastNameHaim Ratzabi
 Comapany NameJeffs' Brands Ltd
 July 11, 2022 Page 2
 FirstName LastName
Haim Ratzabi
Jeffs' Brands Ltd
July 11, 2022
Page 2
            You may contact Tony Watson at 202-551-3318 or Rufus Decker at 202-551-3769 if you
have questions regarding comments on the financial statements and related matters.  Please
contact Donald Field at 202-551-3680 or Erin Jaskot at 202-551-3442 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Angela Gomes

CORRESP
1
filename1.htm

Jeffs’ Brands Ltd

3 Hanechoshet Street

Tel Aviv, Israel

June 27, 2022

Via EDGAR

Donald Field

Katherine Bagley

Securities and Exchange Commission

Division of Corporation Finance

Office of Trade & Services

100 F Street, NE

Washington, DC 20549

    Re:
    Jeffs’ Brands Ltd

Registration Statement on Form F-1

Filed May 5, 2022

File No. 333-262835

Dear Sir and Madam:

The purpose of this letter is to respond to your
letter of June 7, 2022, regarding the abovementioned Registration Statement on Form F-1 (“Form F-1”) of Jeffs’ Brands
Ltd (the “Company”, ‘we’, “us” or “our”). For your convenience, your original comments
appear in bold text, followed by our response. Capitalized terms used, but not defined, in this letter have the meanings ascribed to such
terms in the Form F-1. We are concurrently filing Amendment No. 3 to the Form F-1 (“Amendment No. 3”).

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

Capitalization, page 48

 1. We read your response to comment
6.  Please revise to disclose the amount of the revalued related-party loan agreements, the difference between the fair
value of the modified terms and the carrying value of the original loans and the value of the equity conversion feature.  Please
disclose how you determined the amounts and the significant estimates and assumptions used to determine the values.  Please
disclose, if true, that based on the terms of the equity conversion feature, you are assuming the related-party loan agreements
will be converted into Ordinary Shares at a conversion rate of $1.87 per share.  Given the IPO price is substantially higher,
please tell us in detail how you considered this in valuing the equity conversion feature.  Also, please disclose in greater detail
the nature and amounts of each adjustment you made to each line item to arrive at the amounts in the Pro Forma column.

Response:
 In response to the Staff’s comment, we have revised our disclosure on pages 48 and 49 of Amendment No. 3, to disclose
the amount of the revalued related-party loan agreements, the difference between the fair value of the modified terms and the carrying
value of the original loans and the value of the equity conversion feature and to describe the amounts and the significant estimates and
assumptions used to determine the values.

We have further revised our
disclosure on page 49 of Amendment No. 3 to disclose that the related party loans will be converted into Ordinary Shares at a
conversion rate of $3.46 per share, following adjustment to give effect to the reverse share split effected on June 16, 2022. In
addition, we have added footnotes in the Capitalization table on pages 48 and 49 of Amendment No. 3, to disclose in greater detail
the nature and amounts of each adjustment made by us to each line item to arrive at the amounts in the Pro Forma column.

 2. You disclose changes in other
liabilities in the Pro Forma column related to accrued interest and derivative liabilities.  Please disclose the
nature and amount of the other adjustments made to the other liabilities balance.

Response:
 In response to the Staff’s comment, and as mentioned in our response to comment No. 1, we have added a footnote in
the Capitalization table on pages 48 and 49 of Amendment No. 3, to disclose the nature and amounts of each adjustment made by us to each
line item, including the other liabilities, to arrive at the amounts in the Pro Forma column.

 3. The balances for total shareholders'
equity and total capitalization in the Pro Forma As Adjusted column were not properly totaled.  Please clarify or
revise.

Response:
 In response to the Staff’s comment, we revised the balances for total shareholders' equity and total capitalization in the
Pro Forma As Adjusted column in the Capitalization table on page 48 of Amendment No. 3.

Management's Discussion and Analysis of
Financial Condition and Results of Operations, page 53

 4. We note your disclosure that
your results of operations were affected by supply chain disruptions related to COVID-19.   Please discuss whether supply
chain disruptions materially affect your outlook or business goals. Specify whether these challenges have materially impacted your results
of operations or capital resources and quantify, to the extent possible, how your sales, profits, and/or liquidity have been impacted.
As a related matter, discuss known trends or uncertainties resulting from mitigation efforts undertaken, if any, related to
delays in the global supply chain. Explain whether any mitigation efforts introduce new material risks, including those related to product
quality, reliability, or regulatory approval of products.

Response:  In
response to the Staff’s comment, we have revised the disclosure on page 61 of Amendment No. 3.

Business, page 61

 5. We note your disclosure on
page 21 that inflation could affect consumer spending or buying habits, demand for your products and could increase your cost of
goods sold and expenses.  Please revise to discuss any material inflationary pressures in greater detail to include their resulting
impacts on the company's business and operations.  Please also discuss in greater detail the company's actions, taken or anticipated,
if any, to mitigate any identified inflationary pressures.  Lastly, if any identified inflationary pressures have materially impacted
or are expected to materially impact the company's business and operations, please add a risk factor identifying and discussing the inflationary
pressure andhow it has affected or may affect the company's business and operations.

Response: In
response to the Staff’s comment, we have revised our disclosure on page 60 of Amendment
No. 3.

Beneficial Ownership of Principal Shareholders and Management,
page 102

 6. Refer to footnote 2.
For Medigus Ltd., please revise to disclose the natural person or persons who have voting or investment power with respect to the ordinary
shares listed in the table.

Response:
In response to the Staff’s comment, we have revised footnote 2 on page 103 of Amendment No. 3.

    2

Exhibits and Financial Statement Schedules

Exhibit 23.1, page II-3

 7. Please make arrangements with
your auditor for them to revise their consent to reference the correct report date.

Response:
 In response to the Staff’s comment, our auditor revised its consent which is filled as Exhibit 23.1 to Amendment No. 3.

If you have any questions or require additional
information, please call the Company’s attorneys, Oded Har-Even at (212) 660-5003 or Angela Gomes at (617) 338-2957, of Sullivan
& Worcester LLP.

    Sincerely,

    Jeffs’ Brands Ltd

    By:
    /s/ Viki Hakmon

    Viki Hakmon

    Chief Executive Officer

    cc:
    Oded Har-Even, Esq., Sullivan & Worcester LLP

    Angela Gomes, Esq., Sullivan & Worcester LLP

3

United States securities and exchange commission logo
June 7, 2022
Haim Ratzabi
Chief Financial Officer
Jeffs' Brands Ltd
3 Hanechoshet Street
Tel Aviv, Israel
6971068
Re:Jeffs' Brands Ltd
Amendment No. 2 to Registration Statement on Form F-1
Filed May 24, 2022
File No. 333-262835
Dear Mr. Ratzabi:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our May 17, 2022 letter.
Amendment No. 2 to Registration Statement on Form F-1
Capitalization, page 48
1.We read your response to comment 6.  Please revise to disclose the amount of the
revalued related-party loan agreements, the difference between the fair value of the
modified terms and the carrying value of the original loans and the value of the equity
conversion feature.  Please disclose how you determined the amounts and
the significant estimates and assumptions used to determine the values.  Please disclose, if
true, that based on the terms of the equity conversion feature, you are assuming the
related-party loan agreements will be converted into Ordinary Shares at a conversion rate
of $1.87 per share.  Given the IPO price is substantially higher, please tell us in detail how

 FirstName LastNameHaim Ratzabi
 Comapany NameJeffs' Brands Ltd
 June 7, 2022 Page 2
 FirstName LastName
Haim Ratzabi
Jeffs' Brands Ltd
June 7, 2022
Page 2
you considered this in valuing the equity conversion feature.  Also, please disclose in
greater detail the nature and amounts of each adjustment you made to each line item to
arrive at the amounts in the Pro Forma column.
2.You disclose changes in other liabilities in the Pro Forma column related to accrued
interest and derivative liabilities.  Please disclose the nature and amount of the other
adjustments made to the other liabilities balance.
3.The balances for total shareholders' equity and total capitalization in the Pro Forma As
Adjusted column were not properly totaled.  Please clarify or revise.
Management's Discussion and Analysis of Financial Condition and Results of Operations, page
53
4.We note your disclosure that your results of operations were affected by supply chain
disruptions related to COVID-19.   Please discuss whether supply chain disruptions
materially affect your outlook or business goals. Specify whether these challenges have
materially impacted your results of operations or capital resources and quantify, to the
extent possible, how your sales, profits, and/or liquidity have been impacted.  As a related
matter, discuss known trends or uncertainties resulting from mitigation efforts undertaken,
if any, related to delays in the global supply chain. Explain whether any mitigation efforts
introduce new material risks, including those related to product quality, reliability, or
regulatory approval of products.
Business, page 61
5.We note your disclosure on page 21 that inflation could affect consumer spending or
buying habits, demand for your products and could increase your cost of goods sold and
expenses.  Please revise to discuss any material inflationary pressures in greater detail to
include their resulting impacts on the company's business and operations.  Please also
discuss in greater detail the company's actions, taken or anticipated, if any, to mitigate any
identified inflationary pressures.  Lastly, if any identified inflationary pressures have
materially impacted or are expected to materially impact the company's business and
operations, please add a risk factor identifying and discussing the inflationary pressure and
how it has affected or may affect the company's business and operations.
Beneficial Ownership of Principal Shareholders and Management, page 102
6.Refer to footnote 2.  For Medigus Ltd., please revise to disclose the natural person or
persons who have voting or investment power with respect to the ordinary shares listed in
the table.

 FirstName LastNameHaim Ratzabi
 Comapany NameJeffs' Brands Ltd
 June 7, 2022 Page 3
 FirstName LastName
Haim Ratzabi
Jeffs' Brands Ltd
June 7, 2022
Page 3
Exhibits and Financial Statement Schedules
Exhibit 23.1, page II-3
7.Please make arrangements with your auditor for them to revise their consent to reference
the correct report date.
            You may contact Tony Watson at 202-551-3318 or Rufus Decker at 202-551-3769 if you
have questions regarding comments on the financial statements and related matters.  Please
contact Donald Field at 202-551-3680 or Katherine Bagley at 202-551-2545 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Angela Gomes

CORRESP
1
filename1.htm

Jeffs’ Brands Ltd

3 Hanechoshet Street

Tel Aviv, Israel

May 24, 2022

Via EDGAR

Donald Field

Katherine Bagley

Securities and Exchange Commission

Division of Corporation Finance

Office of Trade & Services

100 F Street, NE

Washington, DC 20549

    Re:
    Jeffs’ Brands Ltd

Registration Statement on Form F-1

Filed May 5, 2022

File No. 333-262835

Dear Sir and Madam:

The purpose of this letter is to respond to your
letter of May 17, 2022, regarding the abovementioned Registration Statement on Form F-1 (“Form F-1”) of Jeffs’ Brands
Ltd (the “Company”, ‘we’, “us” or “our”). For your convenience, your original comments
appear in bold text, followed by our response. Capitalized terms used, but not defined, in this letter have the meanings ascribed to such
terms in the Form F-1. We are concurrently filing Amendment No. 2 to the Form F-1 (“Amendment No. 2”).

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

Cover Page

    1.

    We note your disclosure on page 9. Please
revise the prospectus cover page to disclose that you will be a controlled company. Please identify and disclose the percentage of voting
power to be held by the controlling shareholders following the offering and, if true, that these shareholders will have the ability to
determine all matters requiring approval by stockholders. Please also revise to include a risk factor discussing the risks associated
with being a controlled company. In this regard, we note that you have removed disclosure which previously addressed these disclosure
topics on both the prospectus cover page and in the risk factor section.

Response:
 In response to the Staff’s comment, we removed the disclosure on page 9 of Amendment No. 2 regarding being a controlled
company as the Company has confirmed that it will not be a controlled company following the completion of the offering. Such disclosure
was inadvertently included in the prior filing.

Use of Proceeds, page 46

    2.

    Please refer to the third paragraph. Please
revise the second bullet to more clearly describe the outstanding indebtedness that will be repaid with the net proceeds to include the
applicable interest rate and maturity of such debt. Refer to Item 504 of Regulation SK and Instruction 4 thereto.

Response:  In
response to the Staff’s comment, we have revised the disclosure in the second bullet on page 46 of Amendment No. 2.

Capitalization, page 48

    3.
    Please disclose how you valued the warrants including the quantity and the significant estimates and assumptions used to estimate the amount included in the Pro Forma As Adjusted column.

Response: In
response to the Staff’s comment, we have added a disclosure on page 49 of Amendment No. 2 to discuss the valuation of Warrants
to be issued in the offering.

Management’s Discussion and Analysis of Financial Condition and
Results of Operations, page 53

4. We note your reference to delays in the “global supply
chain.” Please amend your disclosure to describe whether and how your business segments, products, lines of service, projects, or
operations are materially impacted by supply chain disruptions, especially in light of Russia’s invasion of Ukraine. For example, discuss
whether you have or expect to:

 ● suspend the production, purchase, sale or maintenance of certain items;

 ● experience higher costs due to constrained capacity or increased commodity prices or challenges sourcing inventory;

 ● experience surges or declines in consumer demand for which you are unable to adequately adjust your supply;

 ● be unable to supply products at competitive prices or at all due to export restrictions, sanctions, or the ongoing invasion;

 ● be exposed to supply chain risk in light of Russia’s invasion of Ukraine and/or related geopolitical tension.

Explain whether and how you have undertaken efforts to
mitigate any of the impacts noted above. Please amend your filing to include risk factor disclosure describing the risks related to disruptions
and/or delays in the global supply chain, including those related to the Russia-Ukraine conflict.

Response:  In
response to the Staff’s comment, we have added a disclosure on page 57 of Amendment No. 2 to clarify that the Company’s
business segments, products, lines of service, projects, or operations were
not materially adversely affected by supply chain disruptions in light of Russia’s invasion of Ukraine and/or related geopolitical tension,
and we do not expect to be materially impacted by any supply chain disruptions in the future.

Underwriting, page 125

 5. We note your response to our prior comment 3 and reissue. We note your disclosure that you “have granted the underwriter an
option to purchase from [you], at the public offering price, less the underwriting discounts and commissions, up to additional 375,000
Ordinary Shares and/or Pre-Funded Warrants, and/or up to an additional 750,000 Warrants within 45 days from the date of this prospectus
solely to cover over-allotments, if any.” Please revise to disclose a fixed volume of ordinary shares and pre-funded warrants to
be sold if the underwriter’s over-allotment option is exercised in full. For guidance, see Securities Act Rules Compliance and Disclosure
Interpretation, Question 227.02, available on our public website. In this regard, the 375,000 amount appears to be an either/or amount
rather than a fixed volume for each type of security.

Response: In response to
the Staff’s comment, we have revised our disclosures on the prospectus cover page and on pages 11 and 126 of Amendment No. 2
to make clear the options available to the underwriter for the over-allotment option. Further, we respectfully advise the Staff that
the overallotment option has been structured to cover all the securities being offered pursuant to the Form F-1. The underwriter
has, at its discretion, the option to acquire any of the securities, or any combination thereof, being offered pursuant to the Form
F-1. The over-allotment option is structured this way in order to assist the underwriter in instances in which Units or Pre-funded
Units may be oversold. In such an instance the underwriter will need the ability to purchase Ordinary Shares, Pre-funded Warrants
and/or Warrants as needed in order to ensure it meets its delivery obligations while also allowing it to stabilize the Ordinary
Shares. Thus, the over-allotment option allows the underwriter the discretion to choose whatever security it needs in order to cover
its position.

    2

Financial Statements

Note 15 - Subsequent Events, page F-34

 6. Please tell us in detail and disclose here and elsewhere, such as when pro forma amounts are shown
in the Capitalization and Dilution sections, how you initially accounted for the Assignments to Loan Agreements with Smart Pro, Medigus,
Mr. Hakmon and L.I.A. Pure Capital Ltd. on May 3, 2022, including the equity conversion feature. Also, separately address the subsequent
accounting for the assumed conversion given effect to in the pro forma amounts shown in the Capitalization and Dilution sections. Refer
to IAS 32.

Response: In response to the
Staff’s comment, we respectfully advise the Staff that on May 3, 2022, we entered into Assignments to Loan Agreements with Medigus
Ltd., Mr. Hakmon and L.I.A. Pure Capital Ltd. with respect to loans originally issued to Smart Repair Pro, our wholly owned subsidiary.
Since Smart Repair Pro is a wholly owned subsidiary of the Company, assignments of such loans was accounted for as a transaction between
entities under common control and as a result, the book value of the loans continues to be reflected on our consolidated financial statements
following such assignment.

In connection with the Assignments to
Loan Agreements, we agreed that unless earlier repaid pursuant to the terms of
the respective loan agreements with Medigus Ltd., Mr. Hakmon and L.I.A. Pure Capital Ltd., effective immediately upon the consummation
of this offering, all outstanding principal amounts due to each such party would be automatically converted into a number of Ordinary
Shares equal to the quotient obtained by dividing the outstanding principal amount and accrued and unpaid interest due to such party,
by the per Ordinary Share price obtained by dividing $10,000,000 by the outstanding Ordinary Shares at such time. Based on our assessment,
the change in terms to include the equity conversion feature is a substantial modification as defined in IFRS 9 and was accounted for
as an extinguishment of the original financial liability and the recognition of a new financial liability. The difference between the
fair value of the loans bearing the modified terms (i.e,.the addition of the equity conversion feature) and the carrying values of the
original loans immediately prior to the modification was recorded as a decrease in the capital reserve from transactions with controlling
shareholders, to the extent available, in the Company’s consolidated statements of changes in shareholders’ equity, consistent with the
recording of the difference between the fair values of the loans and the loans amounts that were recorded in capital reserve from transactions
with controlling shareholders upon initial recognition of the loans in 2021.

The modified loans are to be initially
recorded as a compound instrument in accordance with International Accounting Standards (IAS) 32. The loan component is initially measured
at its fair value as of the modification date, and is to be subsequently measured at amortized cost.

The residual between the fair value
of the loan component and the deemed loan extinguishment amount (i.e., the fair value of loan instrument bearing the modified terms
including the equity feature, in its entirely) is to be recorded as share capital and premium in the Company’s consolidated statements
of changes in shareholders’ equity.

Upon consummation of this offering and
the automatic conversion of the loans, the amortized cost of the loan component as of the closing date of the offering is to be derecognized
with a corresponding increase in share capital and premium.

In
addition, in response to the Staff’s comment we have added a disclosure on page 48 of Amendment No. 2.

    3

If you have any questions or require additional
information, please call the Company’s attorneys, Oded Har-Even at (212) 660-5003 or Angela Gomes at (617) 338-2957, of Sullivan
& Worcester LLP.

    Sincerely,

    Jeffs’ Brands Ltd

    By:
    /s/ Viki Hakmon

    Viki Hakmon

    Chief Executive Officer

    cc:
    Oded Har-Even, Esq., Sullivan & Worcester LLP

    Angela Gomes, Esq., Sullivan & Worcester LLP

4

United States securities and exchange commission logo
May 17, 2022
Haim Ratzabi
Chief Financial Officer
Jeffs' Brands Ltd
3 Hanechoshet Street
Tel Aviv, Israel
6971068
Re:Jeffs' Brands Ltd
Amendment No. 1 to Registration Statement on Form F-1
Filed May 5, 2022
File No. 333-262835
Dear Mr. Ratzabi:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our March 8, 2022 letter.
Amendment No. 1 to Registration Statement on Form F-1
Cover Page
1.We note your disclosure on page 9.  Please revise the prospectus cover page to disclose
that you will be a controlled company.  Please identify and disclose the percentage of
voting power to be held by the controlling shareholders following the offering and, if true,
that these shareholders will have the ability to determine all matters requiring approval by
stockholders.  Please also revise to include a risk factor discussing the risks associated
with being a controlled company.  In this regard, we note that you have removed
disclosure which previously addressed these disclosure topics on both the prospectus
cover page and in the risk factor section.

 FirstName LastNameHaim Ratzabi
 Comapany NameJeffs' Brands Ltd
 May 17, 2022 Page 2
 FirstName LastNameHaim Ratzabi
Jeffs' Brands Ltd
May 17, 2022
Page 2
Use of Proceeds, page 46
2.Please refer to the third paragraph.  Please revise the second bullet to more clearly
describe the outstanding indebtedness that will be repaid with the net proceeds to include
the applicable interest rate and maturity of such debt.  Refer to Item 504 of Regulation S-
K and Instruction 4 thereto.
Capitalization, page 48
3.Please disclose how you valued the warrants including the quantity and the
significant estimates and assumptions used to estimate the amount included in the Pro
Forma As Adjusted column.
Management's Discussion and Analysis of Financial Condition and Results of Operations, page
53
4.We note your reference to delays in the "global supply chain."  Please amend your
disclosure to describe whether and how your business segments, products, lines of service,
projects, or operations are materially impacted by supply chain disruptions, especially in
light of Russia's invasion of Ukraine. For example, discuss whether you have or expect to:

•suspend the production, purchase, sale or maintenance of certain items;

•experience higher costs due to constrained capacity or increased commodity prices or
challenges sourcing inventory;

•experience surges or declines in consumer demand for which you are unable to
adequately adjust your supply;

•be unable to supply products at competitive prices or at all due to export restrictions,
sanctions, or the ongoing invasion;

•be exposed to supply chain risk in light of Russia's invasion of Ukraine and/or related
geopolitical tension.

Explain whether and how you have undertaken efforts to mitigate any of the impacts
noted above.  Please amend your filing to include risk factor disclosure describing the
risks related to disruptions and/or delays in the global supply chain, including those
related to the Russia-Ukraine conflict.
Underwriting, page 125
5.We note your response to our prior comment 3 and reissue.  We note your disclosure that
you "have granted the underwriter an option to purchase from [you], at the public offering
price, less the underwriting discounts and commissions, up to additional 375,000 Ordinary
Shares and/or Pre-Funded Warrants, and/or up to an additional 750,000 Warrants

 FirstName LastNameHaim Ratzabi
 Comapany NameJeffs' Brands Ltd
 May 17, 2022 Page 3
 FirstName LastName
Haim Ratzabi
Jeffs' Brands Ltd
May 17, 2022
Page 3
within 45 days from the date of this prospectus solely to cover over-allotments, if
any."  Please revise to disclose a fixed volume of ordinary shares and pre-funded warrants
to be sold if the underwriter's over-allotment option is exercised in full.  For guidance, see
Securities Act Rules Compliance and Disclosure Interpretation, Question 227.02,
available on our public website.  In this regard, the 375,000 amount appears to be an
either/or amount rather than a fixed volume for each type of security.
Financial Statements
Note 15 - Subsequent Events, page F-34
6.Please tell us in detail and disclose here and elsewhere, such as when pro forma amounts
are shown in the Capitalization and Dilution sections, how you initially accounted for
the Assignments to Loan Agreements with Smart Pro, Medigus, Mr. Hakmon and L.I.A.
Pure Capital Ltd. on May 3, 2022, including the equity conversion feature.  Also,
separately address the subsequent accounting for the assumed conversion given effect to
in the pro forma amounts shown in the Capitalization and Dilution sections.  Refer to IAS
32.
            You may contact Tony Watson at 202-551-3318 or Rufus Decker at 202-551-3769 if you
have questions regarding comments on the financial statements and related matters.  Please
contact Donald Field at 202-551-3680 or Katherine Bagley at 202-551-2545 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Angela Gomes

CORRESP
1
filename1.htm

Jeffs’ Brands Ltd

3 Hanechoshet Street

Tel Aviv, Israel

May 4, 2022

Via EDGAR

Donald Field

Katherine Bagley

Securities and Exchange Commission

Division of Corporation Finance

Office of Trade & Services

100 F Street, NE

Washington, DC 20549

    Re:
    Jeffs’ Brands Ltd

Registration Statement on Form F-1

Filed February 18, 2022

File No. 333-262835

Dear Sir and Madam:

The purpose of this letter is to respond to your
letter of March 8, 2022, regarding the abovementioned Registration Statement on Form F-1 (“Form F-1”) of Jeffs’ Brands
Ltd (the “Company”, ‘we’, “us” or “our”). For your convenience, your original comments
appear in bold text, followed by our response. Capitalized terms used, but not defined, in this letter have the meanings ascribed to such
terms in the Form F-1. We are concurrently publicly filing Amendment No. 1 to the Form F-1 (“Amendment No. 1”).

Registration Statement on Form F-1

Board Practices, page 87

    1.
    We note your amended disclosure that “[o]ur amended and restated articles of association provide that the directors will be classified, with respect to the term for which they each severally hold office, into three classes, as nearly equal in number as practicable, and designated as Class I, Class II and Class III.” Please amend your risk factor disclosure to describe the risks to investors, including any anti-takeover effects, of your classified board.

Response:
 In response to the Staff’s comment, we have revised the disclosure on page 33 of Amendment No. 1.

Underwriting, page 125

    2.
    We note your disclosure that “[i]f all of the Units are not sold at the public offering price, the underwriter may change the offering price and other selling terms and we will file a supplement to reflect such modified terms.” However, it does not appear that you are eligible to conduct an at-the-market offering, and you must fix a price for your securities for the duration of the offering. Therefore, please amend your filing to fix a price for your securities consistent with Item 501(b)(3) of Regulation S-K, or tell us why you believe this disclosure is appropriate.

Response:  In
response to the Staff’s comment, we have revised the disclosure on page 124 of Amendment No. 1.

    3.
    We note that you are offering Units and Pre-funded Units in this offering. We also note your disclosure that “[t]he underwriter may exercise the over-allotment option with respect to Ordinary Shares only, Pre-Funded Warrants only, Warrants only, or any combination thereof.” Please revise to disclose a fixed volume of units and pre-funded units to be sold if the underwriter’s over-allotment option is exercised in full. For guidance, see Securities Act Rules Compliance and Disclosure Interpretation, Question 227.02, available on our public website.

Response:  We respectfully
advise the Staff that while Units and Pre-Funded Units are being sold in the offering, the Ordinary Shares and Warrants comprising the
Units and Ordinary Shares and Pre-Funded Warrants comprising the-Funded Units are immediately separable and will be issued separately
in the offering. Therefore, the securities that will be used for stabilization are the Ordinary Shares, Pre-Funded Warrants and Warrants,
the amount of which have been included in the registration statement.

If you have any questions or require additional
information, please call the Company’s attorneys, Oded Har-Even at (212) 660-5003 or Angela Gomes at (617) 338-2957, of Sullivan
& Worcester LLP.

    Sincerely,

    Jeffs’ Brands Ltd

    By:
    /s/ Viki Hakmon

    Viki Hakmon

    Chief Executive Officer

    cc:
    Oded Har-Even, Esq., Sullivan & Worcester LLP

    Angela Gomes, Esq., Sullivan & Worcester LLP

United States securities and exchange commission logo
March 8, 2022
Haim Ratzabi
Chief Financial Officer
Jeffs' Brands Ltd
3 Hanechoshet Street
Tel Aviv, Israel
6971068
Re:Jeffs' Brands Ltd
Registration Statement on Form F-1
Filed February 18, 2022
File No. 333-262835
Dear Mr. Ratzabi:
            We have reviewed your registration statement and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Registration Statement on Form F-1
Board Practices, page 87
1.We note your amended disclosure that "[o]ur amended and restated articles of association
provide that the directors will be classified, with respect to the term for which they each
severally hold office, into three classes, as nearly equal in number as practicable, and
designated as Class I, Class II and Class III."  Please amend your risk factor disclosure to
describe the risks to investors, including any anti-takeover effects, of your classified
board.

 FirstName LastNameHaim Ratzabi
 Comapany NameJeffs' Brands Ltd
 March 8, 2022 Page 2
 FirstName LastName
Haim Ratzabi
Jeffs' Brands Ltd
March 8, 2022
Page 2
Underwriting, page 125
2.We note your disclosure that "[i]f all of the Units are not sold at the public offering price,
the underwriter may change the offering price and other selling terms and we will file a
supplement to reflect such modified terms."  However, it does not appear that you are
eligible to conduct an at-the-market offering, and you must fix a price for your securities
for the duration of the offering.  Therefore, please amend your filing to fix a price for your
securities consistent with Item 501(b)(3) of Regulation S-K, or tell us why you believe
this disclosure is appropriate.
3.We note that you are offering Units and Pre-funded Units in this offering.  We also note
your disclosure that "[t]he underwriter may exercise the over-allotment option with
respect to Ordinary Shares only, Pre-Funded Warrants only, Warrants only, or any
combination thereof."  Please revise to disclose a fixed volume of units and pre-funded
units to be sold if the underwriter's over-allotment option is exercised in full.  For
guidance, see Securities Act Rules Compliance and Disclosure Interpretation, Question
227.02, available on our public website.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            You may contact Tony Watson at 202-551-3318 or Rufus Decker at 202-551-3769 if you
have questions regarding comments on the financial statements and related matters.  Please
contact Donald Field at 202-551-3680 or Katherine Bagley at 202-551-2545 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Angela Gomes

CORRESP
1
filename1.htm

Jeffs’ Brands Ltd

3 Hanechoshet Street

Tel Aviv, Israel

February 17, 2022

Via EDGAR

Donald Field

Katherine Bagley

Securities and Exchange Commission

Division of Corporation Finance

Office of Trade & Services

100 F Street, NE

Washington, DC 20549

 Re: Jeffs’ Brands Ltd

 Amendment No. 2

Draft Registration Statement on Form F-1

 Submitted January 11, 2022

 CIK No. 0001885408

Dear Sir and Madam:

The purpose of this letter is to respond to your
letter of February 2, 2021, regarding the abovementioned Amendment No. 2 to Draft Registration Statement on Form F-1 of Jeffs’ Brands
Ltd (the “Company”, ‘we’, “us” or “our”). For your convenience, your original comments
appear in bold text, followed by our response. Capitalized terms used, but not defined, in this letter have the meanings ascribed to such
terms in the Form F-1. We are concurrently publicly filing the Registration Statement on Form F-1 (“Form F-1”).

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

Prospectus Summary Our Company, page
1

    1.
    We note your response to our prior comment 3 and your amended disclosure on page 1. The numerical values disclosed in the third, fourth and fifth paragraph appear to be in thousands. Please revise to clarify that fact.

Response:
 In response to the Staff’s comment, we have revised the disclosure on pages 1 and 63 of Form F-1.

Industry Overview and Market, page 3

    2.
    We note your response to our prior comment 4 and your amended disclosure indicating “[i]n 2020, Amazon’s sales (by country (in billion U.S. dollars)), which are not necessarily indicative of our current or future sales.” Please amend your disclosure to clarify why these sales are not indicative of your sales, including that while you sell products on Amazon, you are not affiliated with Amazon.

Response:  In
response to the Staff’s comment, we have revised the disclosure on pages 3 and 66 of Form F-1.

Recent Results, page 5

    3.

    You state that adjustments to your
    preliminary estimates “could be material” and “undue reliance should not be placed on the preliminary
    estimates.” If you disclose preliminary results, you should be able to assert that the actual results are not expected to
    differ materially from that reflected in the preliminary results. Accordingly, please remove these disclosures, as they imply that
    investors should not rely on the information presented. Also, revise your disclosures to provide context related to your preliminary
    expense and net income (loss) amounts for the year ended December 31, 2021.

Response:  In
response to the Staff’s comment, we have revised the disclosure on page 5 of the F-1.

Jeffs’ Brands Ltd

Securities and Exchange Commission

Page 2

Risk Factors “Economic
regulation, trade restrictions, and increasing manufacturing costs . . .”, page 19

    4.
    We note your response to comment 7 and your amended disclosure on page 19, including your disclosure that “government trade policies, including the imposition of tariffs, export restrictions, sanctions or other retaliatory measures could limit our ability to source materials and products from China at acceptable prices or at all.” Please amend your disclosure to briefly describe the specific trade policies, tariffs, export restrictions, and sanctions that currently impact or will potentially impact your business and operations.

Response:  In
response to the Staff’s comment, we have revised the disclosure on page 21 of the F-1.

Business, page 57

    5.
    We note your response to our prior comment 17 and reissue in part. We note your disclosure that the company is a holding company for three e-commerce companies, Smart Repair Pro, Purex and Top Rank. We also note your disclosure that two online stores, Whoobi Store and Knifeplanet Store, contribute a significant percentage of your revenue for the most recent interim period. Please revise in an appropriate section to clarify the online stores, brands, and products owned by each individual e-commerce company.

Response:  In
response to the Staff’s comment, we have revised the disclosure on pages 1 and 63 of Form F-1.

If you have any questions or require additional
information, please call the Company’s attorneys, Oded Har-Even at (212) 660-5003 or Angela Gomes at (617) 338-2957, of Sullivan
& Worcester LLP.

    Sincerely,

    Jeffs’ Brands Ltd

    By:
    /s/ Viki Hakmon

    Viki Hakmon

    Chief Executive Officer

    cc:
    Oded Har-Even, Esq., Sullivan & Worcester LLP

    Angela Gomes, Esq., Sullivan & Worcester LLP

United States securities and exchange commission logo
February 2, 2022
Haim Ratzabi
Chief Financial Officer
Jeffs' Brands Ltd
3 Hanechoshet Street
Tel Aviv, Israel
6971068
Re:Jeffs' Brands Ltd
Amendment No. 2 to
Draft Registration Statement on Form F-1
Submitted January 11, 2022
CIK No. 0001885408
Dear Mr. Ratzabi:
            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 our prior comment 3 and your amended disclosure on page 1.
The numerical values disclosed in the third, fourth and fifth paragraph appear to be in
thousands.  Please revise to clarify that fact.

 FirstName LastNameHaim Ratzabi
 Comapany NameJeffs' Brands Ltd
 February 2, 2022 Page 2
 FirstName LastName
Haim Ratzabi
Jeffs' Brands Ltd
February 2, 2022
Page 2
Industry Overview and Market, page 3
2.We note your response to our prior comment 4 and your amended disclosure indicating
"[i]n 2020, Amazon’s sales (by country (in billion U.S. dollars)), which are not
necessarily indicative of our current or future sales."  Please amend your disclosure to
clarify why these sales are not indicative of your sales, including that while you sell
products on Amazon, you are not affiliated with Amazon.
Recent Results, page 5
3.You state that adjustments to your preliminary estimates "could be material" and "undue
reliance should not be placed on the preliminary estimates."  If you disclose preliminary
results, you should be able to assert that the actual results are not expected to differ
materially from that reflected in the preliminary results.  Accordingly, please remove
these disclosures, as they imply that investors should not rely on the information
presented.  Also, revise your disclosures to provide context related to your
preliminary expense and net income (loss) amounts for the year ended December 31,
2021.
Risk Factors
"Economic regulation, trade restrictions, and increasing manufacturing costs . . .", page 19
4.We note your response to comment 7 and your amended disclosure on page 19, including
your disclosure that "government trade policies, including the imposition of tariffs, export
restrictions, sanctions or other retaliatory measures could limit our ability to source
materials and products from China at acceptable prices or at all."  Please amend your
disclosure to briefly describe the specific trade policies, tariffs, export restrictions, and
sanctions that currently impact or will potentially impact your business and operations.
Business, page 57
5.We note your response to our prior comment 17 and reissue in part.  We note your
disclosure that the company is a holding company for three e-commerce companies, Smart
Repair Pro, Purex and Top Rank.  We also note your disclosure that two online stores,
Whoobi Store and Knifeplanet Store, contribute a significant percentage of your revenue
for the most recent interim period.  Please revise in an appropriate section to clarify the
online stores, brands, and products owned by each individual e-commerce company.

 FirstName LastNameHaim Ratzabi
 Comapany NameJeffs' Brands Ltd
 February 2, 2022 Page 3
 FirstName LastName
Haim Ratzabi
Jeffs' Brands Ltd
February 2, 2022
Page 3
            You may contact Tony Watson at 202-551-3318 or Rufus Decker at 202-551-3769 if you
have questions regarding comments on the financial statements and related matters.  Please
contact Donald Field at 202-551-3680 or Katherine Bagley at 202-551-2545 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Angela Gomes

United States securities and exchange commission logo
December 21, 2021
Haim Ratzabi
Chief Financial Officer
Jeffs' Brands Ltd
3 Hanechoshet Street Tel Aviv, Israel
6971068
Re:Jeffs' Brands Ltd
Amendment No. 1 to
Draft Registration Statement on Form F-1
Submitted November 24, 2021
CIK No. 0001885408
Dear Mr. Ratzabi:
            We have reviewed your amended draft registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Amendment No. 1 to Draft Registration Statement on Form F-1
Cover Page
1.Please refer to the prospectus cover page.  We note your disclosure that the company will
be a controlled company following the completion of the offering.  Please revise the fifth
paragraph to clarify, if true, that Medigus Ltd. will also have the ability to determine all
matters requiring approval by stockholders.
2.Please refer to the prospectus cover page.  We note your disclosure that you have applied
to list your ordinary shares on Nasdaq.  Please revise to clarify whether the offering is
contingent upon the ordinary shares being listed.

 FirstName LastNameHaim Ratzabi
 Comapany NameJeffs' Brands Ltd
 December 21, 2021 Page 2
 FirstName LastNameHaim Ratzabi
Jeffs' Brands Ltd
December 21, 2021
Page 2
Our Company, page 1
3.Please revise to prominently disclose your revenue and net income or loss for the periods
included in your financial statements.  Additionally, we note that you have substantial
related-party loans which have been used to fund your business and operations.  Please
revise to briefly summarize these related-party liabilities.
Industry Overview and Market Opportunity, page 3
4.We note your disclosure that "[m]oreover, Amazon, which is the primary platform that
our business is based on, continues to rise and grow. In 2020, Amazon’s sales (by country
(in billion U.S. dollars)) were: $263.5 in the U.S.; $29.5 in Germany; $26.4 in the U.K.;
$20.4 in Japan; and $46.0 for the rest of the world."  Please amend your disclosure to
clarify that, while you use Amazon as the primary platform to sell your products,
Amazon's sales are not necessarily indicative of your sales.  Make conforming changes to
your disclosures on pages 55-56, including clearly disclosing that the sales in the graphics
on page 56 are not necessarily indicative of your sales.
Our History, page 4
5.Please amend your diagram on page 5 to show the positioning of Medigus in your
organizational structure, including the relevant ownership interest of each of Medigus and
Mr. Harmon in your company.  Make conforming changes to your diagram on page 66.
Recent Developments, page 4
6.We note your disclosure that you will be required to finance the newly created company
with up to $3.5 million in loans.  Please revise to clarify how you intend to fund these
finance obligations and the potential sources for this funding.  Please also confirm that
you will file the binding collaboration agreement, if executed prior to effectiveness of
your registration statement, as an exhibit to your registration statement, or tell us why you
do not believe you are required to do so. See Item 8(a) of Form F-1 and Item 601(b)(10)
of Regulation S-K.
Risk Factors, page 11
7.We note your disclosure on page 63 that your products are currently produced by third
party manufacturers in China.  Please amend your risk factor disclosure to include a risk
factor describing any material regulations and related risks applicable to you when buying
and selling inventory manufactured in China, including any regulations related to
importing your products.  Make conforming changes to your "Government Regulation and
Product Approval" disclosure on page 64.
8.Please amend your disclosure to provide a risk factor describing the risks to your business
related to the impact of the COVID-19 pandemic and resulting government actions.  For
example, disclose whether you have or expect to have any difficulty obtaining products

 FirstName LastNameHaim Ratzabi
 Comapany NameJeffs' Brands Ltd
 December 21, 2021 Page 3
 FirstName LastNameHaim Ratzabi
Jeffs' Brands Ltd
December 21, 2021
Page 3
due to supply chain disruptions, whether you have had or expect to have any
difficulty attracting or maintaining employees, and/or any other material risks to your
business related to the COVID-19 pandemic.
9.Please amend your disclosure to provide a risk factor discussing the risks to investors
related to the enforceability of civil liabilities discussed on pages 109-110.
"Potential growth of our businesses is based on international expansion . . .", page 15
10.Please disclose your intended timeline for expansion into the United Kingdom, major
European countries, Singapore and Australia.
"Shipping is a critical part of our business . . .", page 18
11.Please identify the 3 vendors upon which you rely for your shipping, and file any relevant
shipping agreements as exhibits to your registration statement.  Alternatively, tell us why
you do not believe you are required to disclose this information and/or to file these
exhibits.  See Item 8(a) of Form F-1 and Item 601(b)(10) of Regulation S-K.
"The estimates of market opportunity . . .", page 30
12.You disclose that "as we enter a new consumer product market, we may initially provide
discounts to customers to gain market traction, and the amount and effect of these
discounts may vary greatly."  Please quantify the aggregate amount of these discounts for
the periods presented in the filing, if material.
Listing, page 38
13.We note the reference to selling shareholders.  Please reconcile with the prospectus cover
page and the Offering section on page 9 or advise.
Management's Discussion and Analysis of Financial Condition and Results of Operations
Overview, page 45
14.We note your disclosure that you were incorporated in Israel in March 2021, under the
name Jeffs' Brands Ltd, to serve as the holding company of three other e-
commerce companies.  Please amend your disclosure here to clarify your presentation of
financial results for the year ended December 31, 2020 and the six months ended June 31,
2021, to explain how these financial periods relate to your date of incorporation.
Financial Arrangements, page 51
15.Please address the following issues related to your financial arrangements:

•Please identify the "two additional Amazon stores" acquired on February 3, 2021
through financing from Medigus.

•You disclose that "On July 1, 2021, Smart Repair Pro entered into a loan agreement .

 FirstName LastNameHaim Ratzabi
 Comapany NameJeffs' Brands Ltd
 December 21, 2021 Page 4
 FirstName LastNameHaim Ratzabi
Jeffs' Brands Ltd
December 21, 2021
Page 4
. . with a third party, or the Lender."  Please identify the Lender, and disclose the
number of shares and percentage of your shares outstanding after the offering that
will be issuable upon exercise of the Lender warrants, if estimable.

•Please identify the Second Lender, and disclose the number of shares and percentage
of your shares outstanding after the offering that will be issuable upon exercise of the
Second Lender warrants, if estimable.
Business, page 54
16.Please revise in an appropriate section to briefly define and describe in greater detail the
FBA model.
17.Please revise in an appropriate section to discuss in greater detail all material online
stores, brands and products.  In this regard, we note your disclosure on page 58 describing
only examples of your recent products. Please include enough information so that
investors can fully understand the nature and scope of your online stores, brands and
products.  To the extent possible and applicable, please also revise to include
quantification of the contribution of your brands, stores, and products to your total
revenue.
Third-party Manufacturing and Logistics, page 63
18.You disclose that your products are currently produced by third-party manufacturers in
China.  Please disclose the material terms of these manufacturing arrangements including
any minimum purchase obligations or other commitments.  Please also describe the terms
of your contracts with 6 warehouses in the U.S., 2 in the UK and 1 in Germany.
Government Regulation and Product Approval, page 64
19.Please amend this section to provide a more detailed discussion of the regulations to
which your business and operations are subject.  In this regard, your disclosure in this
section discusses numerous regulations, which are discussed in varying levels of detail
and apply to different aspects of your business. Please revise to provide separate and
specific discussions of the regulations discussed here, so that investors can appreciate the
different regulations to which your business is subject.
Compensation, page 69
20.We note your disclosure on page 30 that "the Companies Law, requires us to disclose the
annual compensation of our five most highly compensated senior officers on an individual
basis (rather than on an aggregate basis)."  Please disclose, on an individual basis,
the compensation of your executive officers, key employees and directors as of your most
recently completed fiscal year.  In this regard, Item 6.B.1. of Form 20-F requires
disclosure of compensation on an individual basis unless individual disclosure is not
required in the company's home country and is not otherwise publicly disclosed by the

 FirstName LastNameHaim Ratzabi
 Comapany NameJeffs' Brands Ltd
 December 21, 2021 Page 5
 FirstName LastName
Haim Ratzabi
Jeffs' Brands Ltd
December 21, 2021
Page 5
company.
Employment Agreements with Executive Officers, page 70
21.We note your disclosure that you have entered into employment agreements with each of
your executive officers.  We also note that the exhibit index only annotates the filing of
two employment agreements.  Please revise the exhibit index to annotate that you will file
the employment agreements for all of your executive officers as listed on page 67, or tell
us why you do not intend to file all employment agreements with your executive officers.
Beneficial Ownership of Principal Shareholders and Management, page 89
22.Please disclose the natural person(s) with voting and dispositive control of the shares held
by Medigus Ltd.
Interim Condensed Consolidated Financial Statements
Note 3. Significant Events During the Period, page F-8
23.Please provide the separate financial statements of significant businesses acquired or to be
acquired and the related pro forma information required by Rule 3-05 of Regulation S-X
and Article 11 of Regulation S-X.  Refer to Rule 11-02(d) of Regulation S-X for
the definition of a business for this purpose.  Also, refer to Item 4(b) of Form F-1.
General
24.Please provide us with supplemental copies of all written communications, as defined in
Rule 405 under the Securities Act, that you, or anyone authorized to do so on your behalf,
have presented or expect to present to potential investors in reliance on Section 5(d) of the
Securities Act, whether or not you retained, or intend to retain, copies of those
communications.  Please contact the staff member associated with the review of this filing
to discuss how to submit the materials, if any, to us for our review.
            You may contact Tony Watson at (202) 551-3318 or Rufus Decker at (202) 551-3769 if
you have questions regarding comments on the financial statements and related matters.  Please
contact Donald Field at (202) 551-3680 or Katherine Bagley at (202) 551-2545 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Angela Gomes