SecProbe.io

CORRESP
 1
 filename1.htm

 Maris-Tech
Ltd.

 2
Yitzhak Modai Street

 Rehovot,
Israel 7608804

 March
17, 2026

 VIA
EDGAR

 Securities
and Exchange Commission

 Division
of Corporation Finance

 100
F Street, N.E.

 Washington,
DC 20549

 RE:
 Maris-Tech Ltd. (CIK: 0001872964)

 Registration Statement No. 333-294280 on Form F-3
 (the "Registration Statement")

 Ladies
and Gentlemen:

 Maris-Tech
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 19, 2026 at 9:00 a.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 Securities and Exchange Commission will consider this request for acceleration of the effective date
of the Registration Statement as a confirmation of the fact that the Registrant is aware of its responsibilities under the Securities
Act as they relate to the proposed public offering of the securities specified in the Registration Statement.

 The
Registrant respectfully requests that it be notified of such effectiveness by a telephone call to Ilana Neck Levin, Esq. of Sullivan
& Worcester LLP at (212) 660-5029 and that such effectiveness also be confirmed in writing.

 Very truly yours,

 MARIS-TECH LTD.

 By:
 /s/
 Israel Bar

 Israel Bar

 Chief Executive Officer

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 March 17, 2026

Israel Bar
Chief Executive Officer
Maris Tech Ltd.
2 Yitzhak Modai Street
Rehovot, Israel 7608804

 Re: Maris Tech Ltd.
 Registration Statement on Form F-3
 Filed March 13, 2026
 File No. 333-294280
Dear Israel Bar:

 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 Erin Donahue at 202-551-6063 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of
Manufacturing
</TEXT>
</DOCUMENT>

CORRESP
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Maris-Tech Ltd.

2 Yitzhak Modai Street

Rehovot, Israel 7608804

March 14, 2023

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, DC 20549

    RE:
    Maris-Tech Ltd. (CIK: 0001872964)

    Registration Statement No. 333-270330 on Form F-3 (the “Registration Statement”)

Ladies and Gentlemen:

Maris-Tech 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 16, 2023 at 4:00 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 Securities and Exchange Commission will consider this request for acceleration of the effective date of the Registration Statement
as a confirmation of the fact that the Registrant is aware of its responsibilities under the Securities Act as they relate to the proposed
public offering of the securities specified in the Registration Statement.

The Registrant respectfully
requests that it be notified of such effectiveness by a telephone call to Angela Gomes, Esq. of Sullivan & Worcester LLP at (617)
338-2957 and that such effectiveness also be confirmed in writing.

    Very truly yours,

    MARIS-TECH LTD.

    By:
    /s/ Israel Bar

    Israel Bar

    Chief Executive Officer

United States securities and exchange commission logo
March 13, 2023
Israel Bar
Chief Executive Officer
Maris Tech Ltd.
2 Yitzhak Modai Street
Rehovot, Israel 7608804
Re:Maris Tech Ltd.
Registration Statement on Form F-3
Filed March 7, 2023
File No. 333-270330
Dear Israel Bar:
            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 Erin Donahue at 202-551-6063 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

CORRESP
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Maris-Tech Ltd.

2 Yitzhak Modai Street

Rehovot, Israel 7608804

January 31, 2022

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

United States Securities and Exchange Commission

100 F Street, NE

Washington, D.C. 20549

    Re:
    Maris-Tech Ltd. (CIK 0001872964)

    Registration Statement on Form F-1

    File No. 333- 260670

    Request for Acceleration of Effective Date

Dear Sir or Madam:

Pursuant to Rule 461 under
the Securities Act of 1933, as amended (the “Securities Act”), Maris-Tech Ltd. (the “Registrant”) hereby requests
that the effective date of the above-referenced registration statement be accelerated so that it will be declared effective at 5:00 p.m.,
Eastern Time, on February 1, 2022, or as soon as practicable thereafter.

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

The Registrant respectfully
requests that it be notified of such effectiveness by a telephone call to Angela Gomes of Sullivan & Worcester LLP at (617) 338-2957
and that such effectiveness also be confirmed in writing.

    Very truly yours,

    Maris-Tech Ltd.

    By:
    /s/ Israel Bar

    Israel Bar

    Chief Executive Officer

CORRESP
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January 31, 2022

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, DC 20549

    RE:
    Maris-Tech Ltd.   (CIK: 0001872964)

    Registration Statement No. 333-260670 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 5:00 p.m. Eastern Time, February 1, 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.

    By:
    AEGIS CAPITAL CORP.

    By:
    /s/ Robert Eide

    Name:
    Robert Eide

    Title:
    Chief Executive Officer

CORRESP
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Maris-Tech Ltd.

2 Yitzhak Modai Street

Rehovot, Israel 7608804

January 31, 2022

Via EDGAR

Securities and Exchange Commission

Division of Corporation Finance

Office of Finance

100 F Street, NE

Washington, DC 20549

    Re:
    Maris-Tech Ltd. (CIK 0001872964)

    Registration Statement on Form F-1

    File No. 333-260670

    Request for Acceleration of
Effective Date

Dear Sir or Madam:

Reference is made that certain letter filed as
correspondence by Maris-Tech Ltd. (the “Company”) with the U.S. Securities and Exchange Commission via EDGAR on January 27,
2022, in which the Company requested acceleration of the effective date of the above-referenced Registration Statement for January 31,
2022 at 5:00 p.m. Eastern Time, or as soon thereafter as practicable, in accordance with Rule 461 under the Securities Act of 1933, as
amended. The Company hereby formally withdraws such request for acceleration of the effective date of the Registration Statement at such
time. The Company reserves the right to resubmit another request for acceleration of the Registration Statement at a future date.

If you have any questions or require additional
information, please call our attorney, Angela Gomes (617) 338-2957, of Sullivan & Worcester LLP.

Sincerely,

Maris-Tech Ltd.

    By:
    /s/ Israel Bar

    Israel Bar

    Chief Executive Officer

CORRESP
1
filename1.htm

January
31, 2022

VIA
EDGAR

Securities
and Exchange Commission

Division
of Corporation Finance

100 F Street,
N.E.

Washington,
DC 20549

    RE:
    Maris-Tech Ltd. (CIK:
    0001872964) (the “Company”)

    Registration Statement No. 333-260670 on Form
    F-1 (the “Registration Statement”)

Ladies
and Gentlemen:

Reference
is made that certain letter filed as correspondence by Aegis Capital Corp. (“Aegis”) with the U.S. Securities
and Exchange Commission via EDGAR on January 27, 2022, in which Aegis joined the Company’s request for the acceleration of the
effective date of the above-referenced Registration Statement for January 31, 2022 at 5:00 p.m. Eastern Time, or as soon thereafter as
practicable, in accordance with Rule 461 under the Securities Act of 1933. The Company is withdrawing such request for acceleration of
the effective date and Aegis joins in the request of the Company and hereby formally withdraws such request for acceleration of the effective
date of the Registration Statement at such time. The Company and Aegis reserve the right to resubmit another request for acceleration
of the Registration Statement at a future date.

    By:
    AEGIS CAPITAL
    CORP.

    By:
    /s/ Griffin
    Cassagne

    Name:
    Griffin Cassagne

    Title:
    Executive Vice President

CORRESP
1
filename1.htm

January 27, 2022

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, DC 20549

    RE:
    Maris-Tech Ltd.   (CIK: 0001872964)

    Registration Statement No. 333-260670 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 5:00 p.m. Eastern Time, January 31, 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.

    By:
    AEGIS CAPITAL CORP.

    By:
    /s/ Griffin Cassagne

    Name:
    Griffin Cassagne

    Title:
    Executive Vice President

CORRESP
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Maris-Tech Ltd.

2 Yitzhak Modai Street

Rehovot, Israel 7608804

January 27, 2022

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

United States Securities and Exchange Commission

100 F Street, NE

Washington, D.C. 20549

 Re: Maris-Tech Ltd. (CIK 0001872964)

Registration Statement on Form F-1

File No. 333-260670

Request for Acceleration of Effective Date

Dear Sir or Madam:

Pursuant to Rule 461
under the Securities Act of 1933, as amended (the “Securities Act”), Maris-Tech Ltd. (the “Registrant”) hereby
requests that the effective date of the above-referenced registration statement be accelerated so that it will be declared effective at
5:00 p.m., Eastern Time, on January 31, 2022, or as soon as practicable thereafter.

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

The Registrant respectfully
requests that it be notified of such effectiveness by a telephone call to Angela Gomes of Sullivan & Worcester LLP at (617) 338-2957
and that such effectiveness also be confirmed in writing.

    Very truly yours,

    Maris-Tech Ltd.

    By:
    /s/ Israel Bar

    Israel Bar

    Chief Executive Officer

CORRESP
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Maris-Tech Ltd.

2 Yitzhak Modai Street

Rehovot, Israel 7608804

January 18,
2022

Via EDGAR

Jennifer Angelini

Geoffrey Kruczek

Securities and Exchange Commission

Division of Corporation Finance

Office of Manufacturing

100 F Street, NE

Washington, DC 20549

    Re:

    Maris Tech Ltd.

    Amendment No. 6

    Registration Statement on Form F-1

    Filed January 11, 2022

    File No. 333-260670

Dear Sir and Madam:

The purpose of this letter is to respond to your
letter of January 14, 2022, regarding the abovementioned Amendment No. 6 to Registration Statement on Form F-1 (the “Form F-1”)
of Maris-Tech 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. 7 to the Form F-1 (“Amendment No. 7”).

Amendment No. 6 to Registration Statement
on Form F-1

General

    1.
    We note your response to prior comment three and reissue that comment. Please revise your disclosure to describe the exclusive forum and jury trial waiver provisions contained in the exhibits, and the related risks to investors, as previously requested. Include disclosure regarding the concurrent federal and state jurisdiction created by the Securities Act, in light of the clause you cite that nothing “shall limit or restrict the federal district court in which a Holder may bring a claim under the U.S. federal securities laws.”

Response:
In response to the Staff’s comment, we have revised the disclosure on pages 27 and 101 of Amendment No. 7. In addition,
we respectfully advise the Staff that the jury trial waiver provisions are only included in the warrant agent agreements to be entered
into between the Company and the warrant agent and are not included in the agreements governing the Pre-funded Warrants and Warrants to
be entered into with the investors purchasing Pre-funded Warrants and Warrants in the offering.

Maris-Tech Ltd.

Securities and Exchange Commission

Page 2

    2.
    We note your revisions in response to prior comment two. Please explain the reasons for structuring the overallotment option in the way you disclose, particularly since it appears the amount of proceeds you may receive could vary greatly depending the security used to cover overallotments. Also clarify whether the underwriters will receive any commissions or discounts with respect to overallotment warrants, in light of the expected price of $0.001. Please disclose the range of proceeds that you will receive if the overallotment option is exercised entirely for shares, on the one hand, or for warrants, on the other hand.

Response: In response to the Staff’s comment, we have revised the disclosure
on the cover page throughout Amendment No. 7. 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 offering 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. The underwriter will receive commissions or discounts for the Ordinary
Shares and Pre-funded Warrants underlying the overallotment option, but not the Warrants given the nominal amount attributed to the Warrants.
This has been updated in Amendment No. 7 as requested.

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,

    Maris-Tech Ltd.

    By:
    /s/ Israel Bar

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

    Angela Gomes, Esq., Sullivan & Worcester LLP

United States securities and exchange commission logo
January 14, 2022
Israel Bar
Chief Executive Officer
Maris Tech Ltd.
2 Yitzhak Modai Street
Rehovot, Israel 7608804
Re:Maris Tech Ltd.
Amendment No. 6 to
Registration Statement on Form F-1
Filed January 11, 2022
File No. 333-260670
Dear Mr. Bar:
            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 January 10, 2022, letter.
Amendment No. 6 to Registration Statement on Form F-1
General
1.We note your response to prior comment three and reissue that comment.  Please revise
your disclosure to describe the exclusive forum and jury trial waiver provisions contained
in the exhibits, and the related risks to investors, as previously requested.  Include
disclosure regarding the concurrent federal and state jurisdiction created by the Securities
Act, in light of the clause you cite that nothing "shall limit or restrict the federal district
court in which a Holder may bring a claim under the U.S. federal securities laws."

 FirstName LastNameIsrael Bar
 Comapany NameMaris Tech Ltd.
 January 14, 2022 Page 2
 FirstName LastName
Israel Bar
Maris Tech Ltd.
January 14, 2022
Page 2
2.We note your revisions in response to prior comment two.  Please explain the reasons for
structuring the overallotment option in the way you disclose, particularly since it appears
the amount of proceeds you may receive could vary greatly depending the security used to
cover overallotments.  Also clarify whether the underwriters will receive any commissions
or discounts with respect to overallotment warrants, in light of the expected price of
$0.001.  Please disclose the range of proceeds that you will receive if the overallotment
option is exercised entirely for shares, on the one hand, or for warrants, on the other hand.
            You may contact SiSi Cheng at 202-551-5004 or John Cash at 202-551-3768 if you have
questions regarding comments on the financial statements and related matters.  Please contact
Jennifer Angelini at 202-551-3047 or Geoffrey Kruczek at 202-551-3641 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       Angela Gomes

CORRESP
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Maris-Tech Ltd.

2 Yitzhak Modai Street

Rehovot, Israel 7608804

January 11, 2022

Via EDGAR

Jennifer Angelini

Geoffrey Kruczek

Securities and Exchange Commission

Division of Corporation Finance

Office of Manufacturing

100 F Street, NE

Washington, DC 20549

    Re:

    Maris Tech Ltd.

    Amendment No. 5

    Registration Statement on Form F-1

    Filed December 29, 2021

    File No. 333-260670

Dear Sir and Madam:

The purpose of this letter is to respond to your
letter of January 10, 2022, regarding the abovementioned Amendment No. 5 to Registration Statement on Form F-1 (the “Form F-1”)
of Maris-Tech 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. 6 to the Form F-1 (“Amendment No. 6”).

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

General

    1.
    Please revise your definitions of "Units" to include the pre-funded units, where applicable, and "securities" to include the units and pre-funded units. We note, as one example, the disclosure regarding expected use of proceeds appears to address only Units.

Response:
 We respectfully advise the Staff that each Unit consists of one Ordinary Share and one warrant to purchase one Ordinary Share only.
Pre-funded Units are offered to purchasers, if any, whose purchase of Units in the offering would otherwise result in the purchaser, together
with its affiliates and certain related parties, beneficially owning more than 4.99% of the outstanding Ordinary Shares immediately following
the consummation of the offering. The purpose of the Pre-funded Warrants is to enable investors that may have restrictions on their ability
to beneficially own more than 4.99% (or, upon election of the holder, 9.99%) of our outstanding Ordinary Shares following the consummation
of this offering the opportunity to make an investment in the Company without triggering their ownership restrictions, by receiving Pre-funded
Warrants in lieu of our Ordinary Shares which would result in such ownership of more than 4.99% (or 9.99%), and receive the ability to
exercise their option to purchase the shares underlying the Pre-funded Warrants at such nominal price at a later date. For each Pre-funded
Unit we sell, the number of Units we are offering will be decreased on a one-for-one basis. Therefore, if we sell all 3,100,000 Units
that we are offering, no Pre-funded Units will be sold. The use of proceeds and other applicable disclosures assumes that the maximum
number of Units are sold (and therefore no Pre-funded Units are sold) and/or that if any Pre-funded Units are sold, they are immediately
exercised so that the maximum number of Ordinary Shares are issued, resulting in the full 3,100,000 Ordinary Shares being issued. Further
we respectfully advise the Staff that the cover page of the Form F-1 defines the Ordinary Shares, the Warrants, the Pre-funded Warrants
and the Ordinary Shares issued or issuable upon exercise of the Warrants and Pre-funded Warrants, collectively, as the “securities”,
which covers all of the components of the Units and Pre-Funded Units.

Maris-Tech Ltd.

Securities and Exchange Commission

Page 2

    2.
    Given the use of "and/or," your revisions to the prospectus cover page indicate that the underwriters may purchase only warrants in exercising the over-allotment option rather than Units or Pre-Funded Units. If that is not correct, and if the warrants will be sold only with the other components of the Units or Pre-Funded Units, please revise accordingly.

Response:  In
response to the Staff’s comment, we have revised the disclosure on the cover page of Amendment No. 6 to clarify that the underwriters
may exercise the over-allotment option with respect to Ordinary Shares only, Pre-Funded Warrants only, Warrants only, or any combination
thereof.

    3.
    We note the exclusive forum provisions in Exhibits 4.6-4.9 and the jury trial waiver provisions in Exhibits 4.6 and 4.8. Please disclose whether these provisions apply to actions arising under the Securities Act or Exchange Act. In that regard, we note that Section 27 of the Exchange Act creates exclusive federal jurisdiction over all suits brought to enforce any duty or liability created by the Exchange Act or the rules and regulations thereunder, and Section 22 of the Securities Act creates concurrent jurisdiction for federal and state courts over all suits brought to enforce any duty or liability created by the Securities Act or the rules and regulations thereunder. If these provisions apply to Securities Act claims, please also revise your prospectus to state that there is uncertainty as to whether a court would enforce such provision, the risks to investors, such as increased costs to bring a claim and that these provisions can discourage claims or limit investors’ ability to bring a claim in a judicial forum that they find favorable, and that investors cannot waive compliance with the federal securities laws and the rules and regulations thereunder. If these provisions do not apply to actions arising under the Securities Act or Exchange Act, please also ensure that these provisions in the exhibits state this clearly, or tell us how you will inform investors in future filings that the provision does not apply to any actions arising under the Securities Act or Exchange Act.

Response:  In response to
the Staff’s comment, we have revised Exhibits 4.6 and 4.8 of Amendment No. 6 to provide that “nothing in [exclusive forum
and jury trial waiver paragraphs] shall limit or restrict the federal district court in which a party may bring a claim under the U.S.
federal securities laws”. We respectfully advise the Staff that the form of warrants filed as Exhibits 4.7 and 4.9 to the Form F-1 provide
that “nothing in [the exclusive forum paragraph] shall limit or restrict the federal district court in which a Holder may bring
a claim under the U.S. federal securities laws”.

Risk Factors

If you purchase securities in this offering,
you will incur immediate and substantial dilution . . ., page 29

    4.
    We note the reference to ordinary shares included as part of the pre-funded units. Please revise to reconcile the apparent inconsistency with the pre-funded unit composition (identified as pre-funded warrants and warrants), here and elsewhere in the prospectus, such as the dilution section.

Response:  In response to
the Staff’s comment, we have revised the disclosure on pages 29 and 42 of Amendment No. 6 to clarify that the Ordinary Shares
would only be issued upon exercise of the Pre-funded Warrants included in the Pre-funded Units.

Management, page 70

    5.
    Please update your compensation disclosure as of the fiscal year ended December 31, 2021. Refer to Item 6.B of Form 20-F.

Response:  In response to
the Staff’s comment, we have revised the disclosure on page 72 of Amendment No. 6.

Maris-Tech Ltd.

Securities and Exchange Commission

Page 3

Description of Share Capital, page 94

 6. We note your disclosure on page 96 that, "There are no limitations on the right to own our securities."
However, the description of the warrants and pre-funded warrants describes limitations on share ownership above certain thresholds. Please
revise to reconcile this apparent inconsistency. Also, if the pre-funded warrants are subject to the same 61-day period as the warrants,
please revise to state so directly.

Response: In response to the Staff’s comment,
we have revised the disclosure on pages 96 and 101 of Amendment No. 6.

Financial Statements Index, page F-1

 7. Your audited financial statements are currently older than 12 months and this is an initial public
offering of your shares. Accordingly, please update your financial statements pursuant to Item 8.A.4 of Form 20-F or provide the appropriate
representation in an exhibit. Refer to Instruction 2 to Item 8.A.4.

Response: In response to the Staff’s comments,
we have filed as Exhibit 99.3 to the Amendment No. 6 an appropriate representation letter pursuant to the Instruction 4 to Item 8.A.4
of Form 20-F.

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,

    Maris-Tech Ltd.

    By:
    /s/ Israel Bar

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

    Angela Gomes, Esq., Sullivan & Worcester LLP

United States securities and exchange commission logo
January 10, 2022
Israel Bar
Chief Executive Officer
Maris Tech Ltd.
2 Yitzhak Modai Street
Rehovot, Israel 7608804
Re:Maris Tech Ltd.
Amendment No. 5 to
Registration Statement on Form F-1
Filed December 29, 2021
File No. 333-260670
Dear Mr. Bar:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Amendment No. 5 to Registration Statement on Form F-1
General
1.Please revise your definitions of "Units" to include the pre-funded units, where
applicable, and "securities" to include the units and pre-funded units.  We note, as one
example, the disclosure regarding expected use of proceeds appears to address only
Units.
2.Given the use of "and/or," your revisions to the prospectus cover page indicate that the
underwriters may purchase only warrants in exercising the over-allotment option rather
than Units or Pre-Funded Units.  If that is not correct, and if the warrants will be sold only
with the other components of the Units or Pre-Funded Units, please revise accordingly.

 FirstName LastNameIsrael Bar
 Comapany NameMaris Tech Ltd.
 January 10, 2022 Page 2
 FirstName LastName
Israel Bar
Maris Tech Ltd.
January 10, 2022
Page 2
3.We note the exclusive forum provisions in Exhibits 4.6-4.9 and the jury trial waiver
provisions in Exhibits 4.6 and 4.8.  Please disclose whether these provisions apply to
actions arising under the Securities Act or Exchange Act.  In that regard, we note that
Section 27 of the Exchange Act creates exclusive federal jurisdiction over all suits brought
to enforce any duty or liability created by the Exchange Act or the rules and regulations
thereunder, and Section 22 of the Securities Act creates concurrent jurisdiction for federal
and state courts over all suits brought to enforce any duty or liability created by the
Securities Act or the rules and regulations thereunder.  If these provisions apply to
Securities Act claims, please also revise your prospectus to state that there is uncertainty
as to whether a court would enforce such provision, the risks to investors, such as
increased costs to bring a claim and that these provisions can discourage claims or limit
investors’ ability to bring a claim in a judicial forum that they find favorable, and that
investors cannot waive compliance with the federal securities laws and the rules and
regulations thereunder.  If these provisions do not apply to actions arising under the
Securities Act or Exchange Act, please also ensure that these provisions in the exhibits
state this clearly, or tell us how you will inform investors in future filings that the
provision does not apply to any actions arising under the Securities Act or Exchange Act.
Risk Factors
If you purchase securities in this offering, you will incur immediate and substantial dilution . . .,
page 29
4.We note the reference to ordinary shares included as part of the pre-funded units.  Please
revise to reconcile the apparent inconsistency with the pre-funded unit composition
(identified as pre-funded warrants and warrants), here and elsewhere in the prospectus,
such as the dilution section.
Management, page 70
5.Please update your compensation disclosure as of the fiscal year ended December 31,
2021.  Refer to Item 6.B of Form 20-F.
Description of Share Capital, page 94
6.We note your disclosure on page 96 that, "There are no limitations on the right to own our
securities."  However, the description of the warrants and pre-funded warrants describes
limitations on share ownership above certain thresholds.  Please revise to reconcile this
apparent inconsistency.  Also, if the pre-funded warrants are subject to the same 61-day
period as the warrants, please revise to state so directly.

 FirstName LastNameIsrael Bar
 Comapany NameMaris Tech Ltd.
 January 10, 2022 Page 3
 FirstName LastName
Israel Bar
Maris Tech Ltd.
January 10, 2022
Page 3
Financial Statements Index, page F-1
7.Your audited financial statements are currently older than 12 months and this is an initial
public offering of your shares.  Accordingly, please update your financial statements
pursuant to Item 8.A.4 of Form 20-F or provide the appropriate representation in an
exhibit.  Refer to Instruction 2 to Item 8.A.4.
            You may contact SiSi Cheng at 202-551-5004 or John Cash at 202-551-3768 if you have
questions regarding comments on the financial statements and related matters.  Please contact
Jennifer Angelini at 202-551-3047 or Geoffrey Kruczek at 202-551-3641 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       Angela Gomes

CORRESP
1
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Maris-Tech Ltd.

2 Yitzhak Modai Street

Rehovot, Israel 7608804

December 22, 2021

Via EDGAR

Securities and Exchange Commission

Division of Corporation Finance

Office of Finance

100 F Street, NE

Washington, DC 20549

 Re: Maris-Tech Ltd. (CIK 0001872964)

Registration Statement on Form F-1

File
No. 333- 260670

Request
for Acceleration of Effective Date

Dear Sir or Madam:

Reference is made that certain letter filed as
correspondence by Maris-Tech Ltd. (the “Company”) with the U.S. Securities and Exchange Commission via EDGAR on December 20,
2021, in which the Company requested acceleration of the effective date of the above-referenced Registration Statement for December 22,
2021 at 5:00 p.m. Eastern Time, or as soon thereafter as practicable, in accordance with Rule 461 under the Securities Act of 1933, as
amended. The Company hereby formally withdraws such request for acceleration of the effective date of the Registration Statement at such
time. The Company reserves the right to resubmit another request for acceleration of the Registration Statement at a future date.

If you have any questions or require additional
information, please call our attorney, Angela Gomes (617) 338-2957, of Sullivan & Worcester LLP.

Sincerely,

Maris-Tech Ltd.

    By:
    /s/ Israel Bar

    Israel Bar

                                    Chief Executive Officer

CORRESP
1
filename1.htm

December 22, 2021

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, DC 20549

    RE:
    Maris-Tech Ltd.   (CIK: 0001872964) (the “Company”)

    Registration Statement No. 333-260670 on Form F-1 (the “Registration Statement”)

Ladies and Gentlemen:

Reference is made that certain letter filed as correspondence by Aegis
Capital Corp. (“Aegis”), as representative of the underwriters of the offering, with the U.S. Securities and
Exchange Commission via EDGAR on December 20, 2021, in which Aegis joined the Company’s request for the acceleration of the effective
date of the above-referenced Registration Statement for December 22, 2021 at 5:00 p.m. Eastern Time, or as soon thereafter as practicable,
in accordance with Rule 461 under the Securities Act of 1933. The Company is withdrawing such request for acceleration of the effective
date and Aegis joins in the request of the Company and hereby formally withdraws such request for acceleration of the effective date
of the Registration Statement at such time. The Company and Aegis reserve the right to resubmit another request for acceleration of the
Registration Statement at a future date.

    By:
    AEGIS CAPITAL CORP.

    By:
    /s/ Robert Eide

    Name:  Robert Eide

    Title:   Chief Executive Officer

CORRESP
1
filename1.htm

December
20, 2021

VIA
EDGAR

Securities
and Exchange Commission

Division
of Corporation Finance

100
F Street, N.E.

Washington,
DC 20549

    RE:
    Maris-Tech Ltd.   (CIK:
    0001872964)

    Registration Statement No. 333-260670 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 5:00 p.m. Eastern Time, December 22, 2021, 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.

    By:
    AEGIS CAPITAL
    CORP.

    By:
    /s/
    Robert Eide

    Name:
    Robert Eide

    Title:
    Chief Executive Officer

CORRESP
1
filename1.htm

Maris-Tech
Ltd.

2
Yitzhak Modai Street

Rehovot,
Israel 7608804

December
20, 2021

VIA
EDGAR

Securities
and Exchange Commission

Division
of Corporation Finance

United
States Securities and Exchange Commission

100
F Street, NE

Washington,
D.C. 20549

Re: Maris-Tech
                                            Ltd. (CIK 0001872964)

Registration
Statement on Form F-1

File
No. 333- 260670

Request
for Acceleration of Effective Date

Dear
Sir or Madam:

Pursuant
to Rule 461 under the Securities Act of 1933, as amended (the “Securities Act”), Maris-Tech Ltd. (the “Registrant”)
hereby requests that the effective date of the above-referenced registration statement be accelerated so that it will be declared effective
at 5:00 p.m., Eastern Time, on December 22, 2021, or as soon as practicable thereafter.

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

The
Registrant respectfully requests that it be notified of such effectiveness by a telephone call to Angela Gomes of Sullivan & Worcester
LLP at (617) 338-2957 and that such effectiveness also be confirmed in writing.

    Very
    truly yours,

    Maris-Tech
    Ltd.

    By:
    /s/
    Israel Bar

    Name:
     Israel
    Bar

    Title:
    Chief
    Executive Officer

CORRESP
1
filename1.htm

Maris-Tech Ltd.

2 Yitzhak Modai Street

Rehovot, Israel 7608804

November 22, 2021

Via EDGAR

Jennifer Angelini

Geoffrey Kruczek

Securities and Exchange Commission

Division of Corporation Finance

Office of Manufacturing

100 F Street, NE

Washington, DC 20549

    Re:

    Maris Tech Ltd.

    Amendment No. 1

    Registration Statement on Form F-1

    Filed November 15, 2021

    File No. 333-260670

Dear Sir and Madam:

The purpose of this letter is to respond to your
letter of November 19, 2021, regarding the abovementioned Amendment No. 1 to Registration Statement on Form F-1 (the “Form F-1”).
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

Prospectus Summary

Recent Developments

March 2021 Private Placement, page 2

    1.
    Please revise your disclosure to reconcile apparent inconsistencies with the share purchase agreements. We note that you appear to have the right to require the placement agent, not the investors, to purchase additional preferred shares. Clarify whether the number of shares and warrants, and purchase or exercise price therefor, have been modified to reflect your reverse stock split.

Response:
 In response to the Staff’s comment, we have revised the applicable disclosure throughout Amendment No. 2 to clarify
that the Company has the right to require the placement agent (or its designated third party) to purchase additional preferred shares
and that the number of shares and warrants, and exercise prices therefor, have been modified to reflect the reverse share split (this
is also noted on page ii of Amendment No. 2). Please note that the aggregate gross proceeds were not affected by the reverse share split.

Description of Share Capital, page 92

    2.
    You state on page 3 that the preferred shares are convertible in certain circumstances and will convert automatically following completion of the offering. Please identify the instrument governing these conversions and describe its provisions relevant to the offering.

Response:  In
response to the Staff’s comment, we have revised the disclosure on page 92 of Amendment No. 2 to clarify that the preferred shares
are convertible pursuant to the terms of the articles of association currently in effect automatically upon the closing of the offering.

Maris-Tech Ltd.

Securities and Exchange Commission

Page 2

    3.
    You state that you have issued warrants to purchase 694,712 shares to advisors and service providers with exercise prices ranging between $0.0004 to $6.1248 per share. Please also describe the warrants issued to investors and the placement agent(s) in the March 2021 private placement. Please conform your disclosure in Item 7 of Part II.

Response:  In response
to the Staff’s comment, we have revised the disclosure throughout Amendment No. 2, including Item 7 of Part II, to clarify that
the amounts include the warrants issued in the March 2021 Private Placement.

Underwriting

Other Relationships, page 115

4. Please address the following in relation to your March
2021 private placement:

 ● Disclose that Aegis Israel Ltd initially acted as the
placement agent and, if true, is an affiliate of the lead underwriter for your initial public offering;

 ● Disclose that Pure Capital Ltd was initially an investor
in the March 2021 private placement and was subsequently designated as the placement agent;

 ● Describe the relationship, if any, between Pure Capital
and Aegis Israel (we note they have the same principal place of business according to exhibits 10.3 and 10.5); and

 ● Clarify how each element of compensation was handled pursuant
to Section 8 of the share purchase agreements (e.g., did Aegis Israel and/or Aegis Capital receive warrants or other compensation; is
Pure Capital entitled to a 5% fee upon Aegis Capital’s exercise of warrants?).

Response:  In
response to the Staff’s comment, we respectfully advise the Staff that following the initial filing of the draft F-1, the Company
discovered that the counterparty and placement agent in the Share Purchase Agreement entered into on March 24, 2021 was erroneously identified
as “Aegis Israel Ltd. (former G.F.N. Pure Ltd.), a company incorporated under the laws of the State of Israel, registration number
514997998.” However, such a company does not exist. The company number (514997998) referred to in the agreement is of a company
which was called in English G.F.N. Pure Ltd. (but in Hebrew it is written as: “Agis Capital Véyéootz Ltd.”),
a company of which Mr. Kfir Zilberman holds 42.5% (and the remainder of the share equity is held by three other Israeli individuals).
The correct counterparty and placement agent should have been identified as, and was intended to be, L.I.A. Pure Capital Ltd., Israeli
company number 514408715, a company wholly owned by Mr. Kfir Zilberman and also one of the March 2021 Investors. When this error was discovered,
the parties amended and restated the Share Purchase Agreement to correctly identify the counterparty and placement agent. This agreement as amended and restated on August 4, 2021 is the currently effectively and only Share Purchase Agreement for the March
2021 Private Placement. We further advise
the Staff that: (i) L.I.A. Pure Capital Ltd. acted as the sole placement agent in connection with the March 2021 Private Placement; (ii)
none of G.F.N. Pure Ltd., L.I.A. Pure Capital Ltd. or their shareholders are affiliated with Aegis Capital Corp., the underwriter in this
offering; (iii) L.I.A. Pure Capital Ltd. received, or will receive, all of the compensation to which the placement agent was, or is, entitled
to pursuant to Section 8 of the Share Purchase Agreement, including 5.0% of the amount actually received by the Company upon exercise
of the Representative’s Warrants to be issued by the Company to Aegis Capital Corp. in this offering; (iv) Aegis Capital Corp. did
not, and will not, receive any compensation in connection with the March 2021 Private Placement and will solely be entitled to compensation
in connection with this offering as set forth in Amendment No. 2. L.I.A. Pure Capital Ltd. is independent of Aegis Capital Corp.
and is not participating (within the meaning of FINRA Rule 5110(j)(16)) in this offering, as such it is not acting as an underwriter in
connection with this offering, it will not identify or solicit potential investors in this offering or otherwise be involved in the distribution
of this offering.  To avoid further confusion, we have revised the applicable disclosure in
Amendment No. 2, including removing the prior versions of the Share Purchase Agreement from the Exhibit Index.

Maris-Tech Ltd.

Securities and Exchange Commission

Page 3

Exhibits

    5.
    We note that the share purchase agreements contain references to exhibits that appear to have been omitted pursuant to Item 601(a)(5) of Regulation S-K. Please ensure that these, and other filed exhibits as applicable, contain the list of omitted schedules contemplated by Item 601(a)(5). Please also revise the footnote to the exhibit index, which currently refers to Item 601(b)(2), or advise.

Response: In response to the
Staff’s comment, we have revised the Exhibit Index to Amendment No. 2 as appropriate and refiled the currently effective Share Purchase
Agreement to add the list of omitted exhibits and schedules as contemplated by Item 601(a)(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,

    Maris-Tech Ltd.

    By:
    /s/ Israel Bar

    cc:

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

    Angela Gomes, Esq., Sullivan & Worcester LLP

United States securities and exchange commission logo
November 19, 2021
Israel Bar
Chief Executive Officer
Maris Tech Ltd.
2 Yitzhak Modai Street
Rehovot, Israel 7608804
Re:Maris Tech Ltd.
Amendment No. 1
Registration Statement on Form F-1
Filed November 15, 2021
File No. 333-260670
Dear Mr. Bar:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our November 10, 2021, letter.
Amendment No. 1 to Registration Statement on Form F-1
Prospectus Summary
Recent Developments
March 2021 Private Placement, page 2
1.Please revise your disclosure to reconcile apparent inconsistencies with the share purchase
agreements.  We note that you appear to have the right to require the placement agent, not
the investors, to purchase additional preferred shares.  Clarify whether the number of
shares and warrants, and purchase or exercise price therefor, have been modified to reflect
your reverse stock split.

 FirstName LastNameIsrael Bar
 Comapany NameMaris Tech Ltd.
 November 19, 2021 Page 2
 FirstName LastName
Israel Bar
Maris Tech Ltd.
November 19, 2021
Page 2
Description of Share Capital, page 92
2.You state on page 3 that the preferred shares are convertible in certain circumstances and
will convert automatically following completion of the offering.  Please identify the
instrument governing these conversions and describe its provisions relevant to the
offering.
3.You state that you have issued warrants to purchase 694,712 shares to advisors and
service providers with exercise prices ranging between $0.0004 to $6.1248 per share.
Please also describe the warrants issued to investors and the placement agent(s) in the
March 2021 private placement.  Please conform your disclosure in Item 7 of Part II.
Underwriting
Other Relationships, page 115
4.Please address the following in relation to your March 2021 private placement:

•Disclose that Aegis Israel Ltd initially acted as the placement agent and, if true, is an
affiliate of the lead underwriter for your initial public offering;
•Disclose that Pure Capital Ltd was initially an investor in the March 2021 private
placement and was subsequently designated as the placement agent;
•Describe the relationship, if any, between Pure Capital and Aegis Israel (we note they
have the same principal place of business according to exhibits 10.3 and 10.5); and
•Clarify how each element of compensation was handled pursuant to Section 8 of the
share purchase agreements (e.g., did Aegis Israel and/or Aegis Capital receive
warrants or other compensation; is Pure Capital entitled to a 5% fee upon Aegis
Capital's exercise of warrants?).
Exhibits
5.We note that the share purchase agreements contain references to exhibits that appear to
have been omitted pursuant to Item 601(a)(5) of Regulation S-K.  Please ensure that these,
and other filed exhibits as applicable, contain the list of omitted schedules contemplated
by Item 601(a)(5).  Please also revise the footnote to the exhibit index, which currently
refers to Item 601(b)(2), or advise.

 FirstName LastNameIsrael Bar
 Comapany NameMaris Tech Ltd.
 November 19, 2021 Page 3
 FirstName LastName
Israel Bar
Maris Tech Ltd.
November 19, 2021
Page 3
            You may contact SiSi Cheng at 202-551-5004 or John Cash at 202-551-3768 if you have
questions regarding comments on the financial statements and related matters.  Please contact
Jennifer Angelini at 202-551-3047 or Geoffrey Kruczek at 202-551-3641 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       Angela Gomes

CORRESP
1
filename1.htm

Maris-Tech Ltd.

2 Yitzhak Modai Street

Rehovot, Israel 7608804

November 15, 2021

Via EDGAR

Jennifer Angelini

Geoffrey Kruczek

Securities and Exchange Commission

Division of Corporation Finance

Office of Manufacturing

100 F Street, NE

Washington, DC 20549

    Re:

    Maris Tech Ltd.

    Registration Statement on Form F-1

    Filed November 1, 2021

    File No. 333-260670

Dear Sir and Madam:

The purpose of this letter is to respond to your
letter of November 10, 2021, regarding the abovementioned Registration Statement on Form F-1 (the “Form F-1). 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. 1 to the Form F-1 (“Amendment No. 1”).

Registration Statement on Form F-1

Prospectus Summary

Recent Developments

April 2021 Offering Related Arrangements,
page 3

1. We note that the option agreement filed as Exhibit 10.10 provides that Mr. Afik is entitled to convert
up to 50% of his fees into your shares “under the pre-IPO terms,” and this provision appears crossed out and stamped with your
name. Please clarify the current legal status of this provision. If Mr. Afik remains entitled to these shares, please revise your disclosure
accordingly. If the parties to the option agreement have agreed to nullify or amend this provision, please file an amended exhibit to
that effect.

Response:
 In response to the Staff’s comment, we have entered into an Amended and Restated Option Agreement with Mr. Afik to remove the crossed
out provision and clarify his entitlement to warrants and have filed it as Exhibit 10.11 to Amendment No. 1.

Risk Factors

Our articles of association provide that,
unless we consent to an alternative forum . . . , page 26

2. We note your disclosure that your exclusive forum provision does not apply to actions arising under
the Exchange Act. Please ensure that the exclusive forum provision in your articles of association (as effective on the closing of the
offering) states this clearly, or tell us how you will inform investors in future filings that the provision does not apply to any actions
arising under the Exchange Act.

Response:  In
response to the Staff’s comment, we have revised the Company’s articles of association to be effective upon the closing of
the offering to clearly state that the exclusive forum provision does not apply to actions arising under the Exchange Act in the form
filed as Exhibit 3.2 to Amendment No. 1.

Maris-Tech Ltd.

Securities and Exchange Commission

Page 2

Capitalization, page 36

3. Please revise to add a pro forma adjustment column and clearly explain and reconcile each adjustment
in the footnotes. To the extent an adjustment includes multiple components, please present and discuss each component separately so that
readers can more fully understand how each adjustment was determined. Alternatively, consider providing pro forma financial statements
pursuant to Article 11 of Regulation S-X and including a cross reference in the capitalization table section to the pro forma financial
statements.

Response:  In response to the
Staff’s comment, we have revised the disclosure on page 36 of Amendment No. 1 to include footnotes to each applicable line item
in the capitalization table which provide additional information to explain and reconcile each adjustment in the as adjusted columns.

Dilution, page 39

4. Please revise to exclude the deferred issuance costs from your net tangible book value or explain to
us why you believe these deferred issuance costs represent a tangible asset.

Response:  In response to the
Staff’s comment, we have revised the disclosure on page 40 of Amendment No. 1 to exclude the deferred issuance costs from the calculation
of net tangible book value.

Condensed Interim Balance Sheets, page F-3

5. Please explain the discrepancy between the 489,312 preferred shares issued and outstanding as of June
30, 2021 shown here and the 489,812 shares issued and outstanding disclosed on page F-5.

Response:  In response to the
Staff’s comment, we have revised the disclosure on page F-3 of Amendment No. 1 to correct the typographical error and confirm that
as of June 30, 2021, there were 489,812 preferred shares issued and outstanding.

Exhibits

6. Please refile your exhibits in the proper text-searchable format. Please refer to Section 5.2.3.6 of
the EDGAR File Manual (Volume II) EDGAR Filing (Version 59) (September 2021) and Item 301 of Regulation S-T.

Response: In response to the
Staff’s comment, we have refiled the applicable exhibits to Amendment No. 1 in the proper text-searchable format.

7. It appears you are attempting to redact information from certain exhibits pursuant to Item 601(b)(10)(iv)
of Regulation S-K. Please revise your Exhibit Index as appropriate and refile these exhibits to include on the first page of each redacted
exhibit the legend required by Item 601(b)(10)(iv). Please clearly indicate each instance where information has been redacted with square
brackets and a specified number of asterisks, ensuring text-searchability. Avoid redacting information in schedules (or similar attachments)
to your exhibits that is properly omitted pursuant to Item 601(a)(5) of Regulation S-K.

Response: In response to the
Staff’s comment, we have revised the Exhibit Index to Amendment No. 1 as appropriate and refiled the applicable redacted exhibits.

Maris-Tech Ltd.

Securities and Exchange Commission

Page 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,

    Maris-Tech Ltd.

    By:
    /s/ Israel Bar

    cc:

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

    Angela Gomes, Esq., Sullivan & Worcester LLP

United States securities and exchange commission logo
November 10, 2021
Israel Bar
Chief Executive Officer
Maris Tech Ltd.
3 Golda Meir Street
Ness Ziona, Israel 7403648
Re:Maris Tech Ltd.
Registration Statement on Form F-1
Filed November 1, 2021
File No. 333-260670
Dear Mr. Bar:
            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.  Unless we note
otherwise, our references to prior comments are to comments in our October 26, 2021, letter.
Registration Statement on Form F-1
Prospectus Summary
Recent Developments
April 2021 Offering Related Arrangements, page 3
1.We note that the option agreement filed as Exhibit 10.10 provides that Mr. Afik is entitled
to convert up to 50% of his fees into your shares "under the pre-IPO terms," and this
provision appears crossed out and stamped with your name.  Please clarify the current
legal status of this provision.  If Mr. Afik remains entitled to these shares, please revise
your disclosure accordingly.  If the parties to the option agreement have agreed to nullify
or amend this provision, please file an amended exhibit to that effect.

 FirstName LastNameIsrael Bar
 Comapany NameMaris Tech Ltd.
 November 10, 2021 Page 2
 FirstName LastName
Israel Bar
Maris Tech Ltd.
November 10, 2021
Page 2
Risk Factors
Our articles of association provide that, unless we consent to an alternative forum . . . , page 26
2.We note your disclosure that your exclusive forum provision does not apply to actions
arising under the Exchange Act.  Please ensure that the exclusive forum provision in your
articles of association (as effective on the closing of the offering) states this clearly, or tell
us how you will inform investors in future filings that the provision does not apply to any
actions arising under the Exchange Act.
Capitalization, page 36
3.Please revise to add a pro forma adjustment column and clearly explain and reconcile each
adjustment in the footnotes. To the extent an adjustment includes multiple components,
please present and discuss each component separately so that readers can more fully
understand how each adjustment was determined. Alternatively, consider providing pro
forma financial statements pursuant to Article 11 of Regulation S-X and including a cross
reference in the capitalization table section to the pro forma financial statements.
Dilution, page 39
4.Please revise to exclude the deferred issuance costs from your net tangible book value or
explain to us why you believe these deferred issuance costs represent a tangible asset.

Condensed Interim Balance Sheets, page F-3
5.Please explain the discrepancy between the 489,312 preferred shares issued and
outstanding as of June 30, 2021 shown here and the 489,812 shares issued and outstanding
disclosed on page F-5.
Exhibits
6.Please refile your exhibits in the proper text-searchable format.  Please refer to Section
5.2.3.6 of the EDGAR File Manual (Volume II) EDGAR Filing (Version 59) (September
2021) and Item 301 of Regulation S-T.
7.It appears you are attempting to redact information from certain exhibits pursuant to Item
601(b)(10)(iv) of Regulation S-K.  Please revise your Exhibit Index as appropriate and
refile these exhibits to include on the first page of each redacted exhibit the legend
required by Item 601(b)(10)(iv).  Please clearly indicate each instance where information
has been redacted with square brackets and a specified number of asterisks, ensuring text-
searchability.  Avoid redacting information in schedules (or similar  attachments) to your
exhibits that is properly omitted pursuant to Item 601(a)(5) of Regulation S-K.

 FirstName LastNameIsrael Bar
 Comapany NameMaris Tech Ltd.
 November 10, 2021 Page 3
 FirstName LastName
Israel Bar
Maris Tech Ltd.
November 10, 2021
Page 3
            You may contact SiSi Cheng at 202-551-5004 or John Cash at 202-551-3768 if you have
questions regarding comments on the financial statements and related matters.  Please contact
Jennifer Angelini at 202-551-3047 or Geoffrey Kruczek at 202-551-3641 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       Angela Gomes

CORRESP
1
filename1.htm

Maris-Tech
Ltd.

3
Golda Meir Street

Ness
Ziona, Israel 7403648

November
1, 2021

Via
EDGAR

Jennifer
Angelini

Geoffrey
Kruczek

Securities
and Exchange Commission

Division
of Corporation Finance

Office
of Manufacturing

100
F Street, NE

Washington,
DC 20549

    Re:
    Maris
    Tech Ltd.

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

    Submitted
    October 15, 2021

    CIK
    No. 0001872964

Dear
Sir and Madam:

The
purpose of this letter is to respond to your letter of October 26, 2021, regarding the abovementioned Amendment No. 2 to Draft Registration
Statement on Form F-1. For your convenience, your original comments appear in bold text, followed by our response. On November 1, 2021,
we publicly filed the Registration Statement on Form F-1 (the “Form F-1”). Page references in our responses are to the Form
F-1. Capitalized terms used, but not defined, in this letter have the meanings ascribed to such terms in the Form F-1.

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

Taxation,
page 102

1. We
                                            note your response to prior comment 10. Please further revise your disclosure in response
                                            to the following:

 ● Clarify
                                            whether the definition of “interested party” under the Research Law applies solely
                                            to 5% or greater shareholders, or if there are other situations in which non-Israeli citizens
                                            or residents would be deemed such.

 ● Identify
                                            whether the Company or the “interested party” is obligated under the Research Law
                                            to provide notice and clarify the timing thereof.

 ● Identify
                                            which party has potential liability under the Research Law for lack of compliance with the
                                            notice requirements.

 ● Disclose
                                            any other obligations investors may have vis-à-vis the IIA, such as an undertaking
                                            to comply with the Research Law.

 ● Describe
                                            whether, as a practical matter, investors will be required to provide the Company with citizenship
                                            and residence status, and the potential consequences if this information is not provided.

 ● Disclose
                                            the potential risks to investors from any noncompliance, if material.

Response:
In response to the Staff’s comment we have revised the disclosure on pages 102-103 of the Form F-1. In addition, we respectfully
advise the Staff that the definition of “interested party” applicable to the Research Law with respect to non-Israeli citizens
or residents is limited to the obligation to file a notice with the Israel Innovation Authority (“IIA”) prior to becoming
a holder of 5% of more of the Company’s outstanding share capital. The Research Law provides that each of the Company and the person
becoming an “interested party” is obligated to provide notice to the IIA prior to becoming an “interested party”,
including an undertaking to strictly observe all the requirements of the Innovation Law and the provisions of the applicable regulations,
rules, procedures and benefit plans, as applied to the Company and as directed by the IIA, in particular those requirements relating
to the prohibition on the transfer of know-how and/or production rights; and as a shareholder of the Company, to make all reasonable
efforts to cause the Company to strictly observe all the requirements of the Research Law and the provisions of the applicable regulations,
rules, procedures and benefit plans, as applied to the Company and as directed by the IIA, in particular those requirements relating
to the prohibition on the transfer of know-how and/or production rights.

    Maris-Tech Ltd.

Securities and Exchange Commission

Page 2

Section
47B of the Research Law empowers the IIA to impose financial sanctions on the Company for failure to provide the required prior notification
if such notification is not filed within 45 days following the Company’s receipt of written notice from the IIA of the Company’s
failure to provide such notification or for the Company’s failure to provide the IIA with any requested information. Such financial
sanctions range from NIS 6,000 (approximately USD $1,900) for the Company’s failure to provide the required notice of an investor
becoming an “interested party” and NIS 24,000 (approximately USD $7,500) for the Company’s failure to provide the IIA
with such requested information. While persons becoming interested parties are also required to provide prior notice to the IIA, the
Research Law does not contain provisions empowering the IIA to impose sanctions or other penalties on persons who fail to provide the
required notification to the IIA. Other than providing the required notification prior to becoming an “interested party”,
such persons do not have any ongoing obligations under the Research Law and are not required to provide the Company with any citizenship
or residency information in connection with the IIA notification. Therefore, we believe that no direct material risk exists to investors
from non-compliance with the notification obligations under the Research Law.

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

    Sincerely,

    Maris-Tech Ltd.

    By:
    /s/ Israel Bar

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

    Angela Gomes, Esq., Sullivan
    & Worcester LLP

United States securities and exchange commission logo
October 26, 2021
Israel Bar
Chief Executive Officer
Maris Tech Ltd.
3 Golda Meir Street
Ness Ziona, Israel 7403648
Re:Maris Tech Ltd.
Amendment No. 2 to Draft Registration Statement on Form F-1
Submitted October 15, 2021
CIK No. 0001872964
Dear Mr. Bar:
            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 October 8, 2021, letter.
Amendment No. 2 to Draft Registration Statement on Form F-1
Taxation, page 102
1.We note your response to prior comment 10.  Please further revise your disclosure in
response to the following:

•Clarify whether the definition of "interested party" under the Research Law applies
solely to 5% or greater shareholders, or if there are other situations in which non-
Israeli citizens or residents would be deemed such;
•Identify whether the Company or the "interested party" is obligated under the
Research Law to provide notice and clarify the timing thereof;
•Identify which party has potential liability under the Research Law for lack of

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 October 26, 2021 Page 2
 FirstName LastName
Israel Bar
Maris Tech Ltd.
October 26, 2021
Page 2
compliance with the notice requirements;
•Disclose any other obligations investors may have vis-à-vis the IIA, such as an
undertaking to comply with the Research Law;
•Describe whether, as a practical matter, investors will be required to provide the
Company with citizenship and residence status, and the potential consequences if this
information is not provided; and
•Disclose the potential risks to investors from any noncompliance, if material.
            You may contact SiSi Cheng at 202-551-5004 or John Cash at 202-551-3768 if you have
questions regarding comments on the financial statements and related matters.  Please contact
Jennifer Angelini at 202-551-3047 or Geoffrey Kruczek at 202-551-3641 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       Angela Gomes

United States securities and exchange commission logo
October 8, 2021
Israel Bar
Chief Executive Officer
Maris Tech Ltd.
3 Golda Meir Street
Ness Ziona, Israel 7403648
Re:Maris Tech Ltd.
Amendment No. 1 to Draft Registration Statement on Form F-1
Submitted September 27, 2021
CIK No. 0001872964
Dear Mr. Bar:
            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
Our Competitive Advantage, page 2
1.We note your revisions in response to prior comment 1.  The use of the term
"engagement(s)" here and elsewhere in the prospectus creates ambiguity as to legal
enforceability.  Please revise to refer to "agreement(s)" where a contractual relationship
exists, and consider referring to "arrangement(s)" to indicate a less formal relationship.  In
either case, ensure it is clear from your disclosure what are the respective rights and
obligations of each entity.

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 October 8, 2021 Page 2
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Israel Bar
Maris Tech Ltd.
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Page 2
Prospectus Summary
Recent Developments, page 2
2.Please revise to reconcile the apparent inconsistencies between your disclosure here and
elsewhere (e.g., pages F-14, F-37, and F-38) as to the identity of (i) your placement agent
for the March 2021 private placement and (ii) the underwriter for an initial public offering
pursuant to which no cash fee would be due under the Advisory Services Agreement.
Risk Factors, page 12
3.We note your revisions in response to prior comment 5.  Please further revise to eliminate
statements that you are, or may qualify as, a smaller reporting company in your summary
of risk factors, within the risk factor caption "We are an emerging growth company and a
smaller reporting company. . . ," and in the final paragraph of text thereunder.
4.We note your revisions in response to prior comment 22, along with the statement that
"there may be a significant amount of time between executing a contract with a customer
and delivery of the product to the customer" (pages 13, 49).  In light of the fact that your
backlog has doubled (from $1,060,000 as of January 1, 2020, to $2,200,000 as of January
1, 2021, of which $400,000 is not expected to be delivered until 2022), please further
revise to describe the factors underlying delivery delay.  To the extent these factors also
relate to your planned expansion of operations (through new products and targeting new
markets), please highlight the material risks these potentially entail.
Capitalization, page 38
5.We note your response to prior comment 13 and your revised disclosure.  However, we do
not believe that you have adequately addressed our prior comment.  As previously
requested, please revise your disclosure to disclose the impact on your capitalization if
your underwriters exercise their over-allotment option.
Dilution, page 41
6.You disclose on page 41 that you had a negative net tangible book value of $0.53 per
Ordinary Share as of June 30, 2021 based on 3,085,000 Ordinary Shares issued and
outstanding on June 30, 2021.  The share amount does not appear consistent with the share
amount presented in the balance sheet on page F-3.  Please advise or revise.
Management's Discussion and Analysis of Financial Condition and Results of Operations
Liquidity and Capital Resources
Operating Activities, page 50
7.We note your updated disclosure in response to prior comment 17 and reissue the
comment in part.  Your discussion of operating cash flows appears to be a recitation of
changes disclosed on the consolidated statements of cash flows.  Please revise and expand
this discussion to include the primary drivers of, and other material factors necessary to

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Israel Bar
Maris Tech Ltd.
October 8, 2021
Page 3
understand, changes in working capital components. Refer to section IV.B of SEC Release
33-8350.
Contractual Obligations, page 52
8.Please revise your table of contractual obligations to provide information as of the latest
balance sheet date and also disclose any estimated interest payments as well as any
assumptions you made to derive these amounts.
Taxation, page 101
9.Your revisions in response to prior comment 25 include the statement that you are
currently in the process of obtaining approval from the IIA in connection with the offering
of securities.  Please describe the status of this approval and, if material, highlight the
risks to investors if approval is not obtained.
10.We further note the statement that any change of ownership of your shares that would
make a non-Israeli citizen or resident an "interested party," as defined in the Research
Law, will require the Company to provide a prior written notice to the IIA.  Please clarify
when a non-Israeli investor will be deemed an "interested party," and the effect of failing
to submit a prior written notice.
Notes to the Financial Statements
Note 7 - Equity, page F-12
11.We note your disclosure on page F-13 that the fair value of the warrants issued in the
March 2021 Private Placement was calculated by an independent valuation expert.  Please
tell us the nature and extent of the valuation specialists involvement and whether you
believe the valuation expert was acting as an expert as defined under Section 11(a) of the
Securities Act of 1933 and Section 436(b) of Regulation C, such that you must disclose
the name of the valuation expert in the Form F-1 along with a consent from
the valuation expert once the Form F-1 is publicly filed.  If you conclude
the valuation expert is not considered an expert under the Securities Act, please revise
your filing to clarify.
Note 2 - Significant Accounting Policies
G - Revenue Recognition, page F-27
12.We note your response to prior comments 29 and 30.  Please provide additional
disclosures in the filing regarding the nature of your proprietary software, your
performance obligations with regards to the embedded software and your analysis of the
POC contracts under ASC 606-10-25, similar to the disclosures provided in your
response.

 FirstName LastNameIsrael Bar
 Comapany NameMaris Tech Ltd.
 October 8, 2021 Page 4
 FirstName LastName
Israel Bar
Maris Tech Ltd.
October 8, 2021
Page 4
            You may contact SiSi Cheng at 202-551-5004 or John Cash at 202-551-3768 if you have
questions regarding comments on the financial statements and related matters.  Please contact
Jennifer Angelini at 202-551-3047 or Geoffrey Kruczek at 202-551-3641with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       Angela Gomes

United States securities and exchange commission logo
August 23, 2021
Israel Bar
Chief Executive Officer
Maris Tech Ltd.
3 Golda Meir Street
Ness Ziona, Israel 7403648
Re:Maris Tech Ltd.
Draft Registration Statement on Form F-1
Submitted August 2, 2021
CIK No. 0001872964
Dear Mr. Bar:
            We have reviewed your draft registration statement and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Draft Registration Statement on Form F-1
Prospectus Summary
Our Competitive Advantage, page 2
1.Clarify the phrase "various engagements for the sale of our products."
April 2021 Offering Related Arrangements, page 3
2.We note the agreement to issue warrants to your Israeli legal advisor.  Please disclose
whether this is the same legal advisor identified in the "Legal Matters" section as passing
upon Israeli law matters and, if so, disclose any applicable information required by Item
7.C of Form 20-F.

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3.Revise to describe more specifically the nature of the promotion services provided and to
be provided.
Summary Financial Data, page 11
4.Please include earnings per share information in your summary financial table.
Risk Factors, page 12
5.We note your disclosure in the Risk Factors section and elsewhere that you qualify as a
smaller reporting company.  Please note that a foreign private issuer is not eligible to avail
itself of the accommodations for smaller reporting companies unless it uses the forms and
rules for domestic issuers.  Please refer to SEC Release No. 34-88365 and revise
accordingly.
We expect to face significant competition . . ., , page 14
6.Please support the statement regarding the "clear proven advantages" your products
possess.
If we are unable to establish sales, marketing and distribution capabilities . . .,, page 15
7.This risk factor indicates you have no sales staff, contrary to your disclosure on page 59.
Please reconcile.
If we are not able to attract and retain highly skilled managerial, technical and marketing
personnel, . . ., page 29
8.This risk factor references the medical device field.  Please revise to clarify what products
you sell relate to that market.
Use of Proceeds, page 34
9.If the proceeds of this offering will repay debt held by affiliates, please revise to highlight
that fact and the amount each affiliate will receive.
Capitalization, page 36
10.You disclose the warrants issued with the preferred shares in the March 2021 Private
Placement are classified as liabilities within long term debt.  Please tell us the provisions
in the warrants that were critical in your accounting determinations and how you measure
the liability.  Please reference authoritative literature that supports your accounting
treatment.
11.We note from your disclosure on page 34 that you intend to use a portion of the proceeds
for the repayment of outstanding indebtedness.  Please tell us how you considered
reflecting this repayment of debt in your pro forma as adjusted capitalization to more
completely reflect your expected capitalization following the offering.  We further note

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that you have not provided any pro forma financial statements under Article 11 of
Regulation S-X.  Please tell us if you intend to include pro forma information for the
assumed debt repayment with equity proceeds including pro forma income statements in a
future amendment of this registration statement.
12.Please disclose in the table or in a footnote the number of preferred and ordinary shares
issued and outstanding actual, pro forma and pro forma as adjusted.
13.Please disclose in the footnote the impact on your capitalization if your underwriters
exercise their over-allotment option.
Dilution, page 39
14.Please revise to clarify that your net tangible book value per ordinary share is calculated
based on the number of ordinary shares issued and outstanding on December 31, 2020
after the reverse stock split, if true.
Management's Discussion and Analysis of Financial Condition and Results of Operations
Comparison of the Year Ended December 31, 2020 and 2019, page 43
15.Please revise your discussion of results of operations to provide greater insight into the
underlying causes of material changes in the components of net income.  For example,
you disclose that the increase in revenues was primarily attributable to sales in
Switzerland which was offset by a decrease in sales in Israel without providing underlying
reasons for the increase/decrease.  With regard to cost of revenues, please clarify what is
meant by “a change in the revenue’s mixture.”  Refer to Item 303 (a)(3) of Regulation S-K
and SEC Release No. 33-8350.
Liquidity and Capital Resources
Overview, page 46
16.We note your discussion here and on page F-8 regarding the growth in your backlog.
Please address the following:

•Clarify how you define backlog and the criteria you use to determine when an
order/contract is included in the backlog;
•Disclose the dollar amount of backlog believed to be firm and the portion not
expected to be filled within the current year;
•Provide the comparable backlog information for the year ended December 31, 2020;
•Add requisite risk factor disclosure warning investors that your backlog may not be
an indicator of future earnings.
Operating Activities, page 46
17.Your discussion of cash flows from operating activities should be a comparative analysis
of material changes in this amount between periods.  Refer to Item 303 of Regulation S-
K.  In your analysis, please include a discussion of the underlying reasons for changes in

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working capital items that affect operating cash flows.  For example, describe how
changes in trade receivables and inventories contributed to the changes in cash flows from
operating activities.  Refer to Section IV.B.1 of SEC Release No. 33-8350.
Contractual Obligations, page 48
18.Please revise your table of contractual obligations to include all long-term liabilities,
including your outstanding debt.  Refer to Part 1 Item 5.F of Form 20-F.
Business, page 49
19.Please provide a clear description of your core product offering, which is referred to in
various terms (e.g., as a platform, system, solution, and hardware and software).  Please
also clarify the extent to which your products require incorporation into and integration
with a third-party product to be functional, and highlight any material risks this may
present.  We note your plans to introduce four new products in the last quarter of 2021;
please balance this disclosure by describing the anticipated obstacles to, and uncertainties
associated with, achieving your plans.
20.You state that your products can be miniaturized down to approximately one inch in size
(page 57), but the dimensions of the Neptune Nano, which appears to be your smallest
product, are approximately one inch by two inches (or two square inches in area); please
revise to reconcile this apparent inconsistency.  Please also provide the basis for
the statement that your products are the smallest available in the market today.  Consider
providing the dimensions for the other families of products depicted on pages 54-55.
21.Please revise references to your "broad intellectual property portfolio," as it appears that
you currently have a single pending patent application.  Within the Intellectual Property
section, please indicate the jurisdiction(s) where your patent applications have or will be
filed.
22.We note that backlog orders and sales are attributed to the process of your products
reaching maturity and validation among your customers (page F-8).  Please revise the
Business section to describe which aspects of your business contribute to backlog.  For
example, is backlog caused by delays in third-party supply and manufacturing, in-house
production, the customization process, and/or other factors?  Please also highlight any
material risks that may result as you seek to expand your operations.
Production, page 59
23.Please revise to clarify what you mean by "handle the production of our products."  Do
you manufacture your products entirely or rely on third parties to produce the needed
components and assemble the final product?  If you rely on third parties, describe the
nature of you arrangements with them.

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Ordinary Shares, page 84
24.Page 89 refers investors here for a description of the material terms and provisions of your
ordinary shares, but no such disclosure appears in this location.  Please revise.
Taxation
Israeli Tax Considerations and Government Programs
Tax Benefits and Grants for Research and Development, page 94
25.The statements on pages 20 and 59, indicating you are not subject to government
regulation, appear potentially inconsistent with the restrictions on manufacturing outside
Israel, requiring prior approval and royalty payments, described in this section.  Please
revise and include a cross-reference as appropriate.  In addition, we note the reference to
any change of ownership of your shares that would make a non-Israeli an “interested
party,” as defined in the Research Law, resulting in notice and payment obligations, with
possible criminal liability.  Please revise to clarify whether these provisions apply to
investors purchasing your securities in the offering, or on Nasdaq following the offering,
and the potential risks that may arise as a result.
Enforceability of Civil Liabilities, page 110
26.Please revise to state that you have irrevocably appointed an agent to receive service of
process in any action against you in any U.S. federal or state court arising out of
the offering or any purchase or sale of securities in connection with the offering, and
provide the agent's name and address.  Please also include risk factors that address the
enforceability of judgment and governance of shareholder rights by Israeli law.
Financial Statements as of December 31, 2020, page F-1
27.Please note the financial statement updating requirements provided in Item 8.A.5 of Form
20-F.
28.Based on your disclosure on page 10, it appears you have effected or intend to effect a
one-for-four reverse stock split of your issued and outstanding ordinary shares and
preferred shares prior to the effectiveness of this registration statement.  Please tell us how
you considered to revise your historical financial statements along with financial
statement data appearing elsewhere in your filing to give retroactive effect to this reverse
stock split.  Refer to SAB Topic 4:C.

Notes to the Financial Statements
Note 2 - Significant Accounting Policies
G - Revenue Recognition, page F-10
29.We note from your disclosure that your products include proprietary software embedded
into the tangible products that is not sold separately.  Please describe for us the nature of

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your proprietary software and tell us if your contracts with customers include an
obligation to provide updates to the software embedded in the tangible products.  If so,
please disclose the terms associated with your obligation to provide updates and tell us
how you considered the impact of this obligation on your allocation of transaction price
and timing of revenue recognition.

30.You disclose revenue from POC contracts are recognized upon delivery of the customized
product to the customer.  Please explain to us why you believe such products do not meet
the criteria for over time recognition, specifically the criteria that they have no alternative
use and you have enforceable right of payment.  Refer to ASC 606-10-25.
General
31.Please supplementally provide us with 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,
present to potential investors in reliance on Section 5(d) of the Securities Act, whether or
not they retain copies of the communications.  Please contact the staff member associated
with the review of this filing to discuss how to submit such copies.
            You may contact SiSi Cheng at 202-551-5004 or John Cash at 202-551-3768 if you have
questions regarding comments on the financial statements and related matters.  Please contact
Jennifer Angelini at 202-551-3047 or Geoffrey Kruczek at 202-551-3641 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       Angela Gomes