SecProbe.io

CORRESP
1
filename1.htm

Wearable Devices Ltd.

5 Ha-Tnufa St.

Yokne’am Illit, 2066736, Israel

February 27, 2026

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

United States Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

    Re:
    Wearable Devices Ltd. (CIK: 0001887673)

    Registration Statement on Form F-1 (File No. 333-293645) (the “Registration Statement”)

    Request for Acceleration of Effective Date

Dear Sir or Madam:

Pursuant to Rule 461
under the Securities Act of 1933, as amended, Wearable Devices Ltd. (the “Registrant”) hereby requests that the effective
date of the above-referenced Registration Statement be accelerated so that it will be declared effective on March 2, 2026 at 4:00 p.m.,
Eastern Time, or as soon as practicable thereafter.

The Registrant also respectfully
requests that it be notified of such effectiveness by a telephone call to Howard E. Berkenblit, Esq. of Sullivan & Worcester LLP at
(617) 338-2979 and that such effectiveness also be confirmed in writing.

    Very truly yours,

    WEARABLE DEVICES LTD.

    By:
    /s/ Asher Dahan

    Asher Dahan

    Chief Executive Officer

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
                                                           February 27, 2026

Asher Dahan
Chief Executive Officer
Wearable Devices Ltd.
5 Ha-Tnufa St.
Yokne   am Illit, 2066736, Israel

       Re: Wearable Devices Ltd.
           Registration Statement on Form F-1
           Filed February 23, 2026
           File No. 333-293645
Dear Asher Dahan:

       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 Matthew Derby at 202-551-3334 with any questions.

                                                           Sincerely,

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

CORRESP
 1
 filename1.htm

 Wearable Devices Ltd.

 5 Ha-Tnufa St.

 Yokne'am Illit, 2066736, Israel

 November 20, 2025

 VIA EDGAR

 Securities and Exchange Commission

 Division of Corporation Finance

 United States Securities and Exchange Commission

 100 F Street, N.E.

 Washington, D.C. 20549

 Re: Wearable Devices Ltd. (CIK: 0001887673)

 Registration Statement on Form F-3 (File No. 333-291100)
(the "Registration Statement")

 Request for Acceleration of Effective Date

 Dear Sir or Madam:

 Pursuant to Rule 461
under the Securities Act of 1933, as amended, Wearable Devices Ltd. (the "Registrant") hereby requests that the effective
date of the above-referenced Registration Statement be accelerated so that it will be declared effective on November 24, 2025 at 9:00
a.m., Eastern Time, or as soon as practicable thereafter.

 The Registrant respectfully
requests that it be notified of such effectiveness by a telephone call to Howard E. Berkenblit, Esq. of Sullivan & Worcester LLP at
(617) 338-2979 and that such effectiveness also be confirmed in writing.

 Very truly yours,

 WEARABLE
DEVICES LTD.

 By:
 /s/ Asher Dahan

 Asher Dahan

 Chief Executive Officer

CORRESP
 1
 filename1.htm

 Wearable Devices Ltd.

 5 Ha-Tnufa St.

 Yokne'am Illit, 2066736, Israel

 May 20, 2025

 VIA EDGAR

 Securities and Exchange Commission

 Division of Corporation Finance

 United States Securities and Exchange Commission

 100 F Street, N.E.

 Washington, D.C. 20549

 Re: Wearable Devices Ltd. (CIK: 0001887673)

 Registration Statement on Form F-3 (File No. 333-
287247) (the "Registration Statement")

 Request for Acceleration of Effective Date

 Dear Sir or Madam:

 Pursuant to Rule 461
under the Securities Act of 1933, as amended (the "Securities Act"), Wearable Devices Ltd. (the "Registrant")
hereby requests that the effective date of the above-referenced Registration Statement be accelerated so that it will be declared effective
on May 22, 2025 at 9:00 a.m., Eastern Time, or as soon as practicable thereafter.

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

 The Registrant respectfully
requests that it be notified of such effectiveness by a telephone call to Howard E. Berkenblit, Esq. of Sullivan & Worcester LLP at
(617) 338-2979 and that such effectiveness also be confirmed in writing.

 Very
 truly yours,

 WEARABLE
 DEVICES LTD.

 By:
 /s/
 Asher Dahan

 Asher
 Dahan

 Chief
 Executive Officer

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 May 20, 2025

Alon Mualem
Chief Financial Officer
Wearable Devices Ltd.
5 Ha-Tnufa Street
Yokne'am Illit 2066736 Israel

 Re: Wearable Devices Ltd.
 Registration Statement on From F-3
 Filed May 14, 2025
 File No. 333-287247
Dear Alon Mualem:

 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 Uwem Bassey at 202-551-3433 or Jan Woo at 202-551-3453
with any
questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Technology
cc: Ilana Levin
</TEXT>
</DOCUMENT>

CORRESP
1
filename1.htm

Wearable Devices Ltd.

5 Ha-Tnufa St.

Yokne’am Illit, 2066736, Israel

January 28, 2025

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

United States Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Re: Wearable Devices Ltd. (CIK: 0001887673)

Registration Statement on Form F-1 (File No. 333-
284023) (the “Registration Statement”)

Request for Acceleration of Effective Date

Dear Sir or Madam:

Pursuant to Rule 461
under the Securities Act of 1933, as amended (the “Securities Act”), Wearable Devices Ltd. (the “Registrant”)
hereby requests that the effective date of the above-referenced Registration Statement be accelerated so that it will be declared effective
on January 28, 2025 at 5:00 p.m., Eastern Time, or as soon as practicable thereafter.

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

The Registrant respectfully
requests that it be notified of such effectiveness by a telephone call to Howard E. Berkenblit, Esq. of Sullivan & Worcester LLP at
(617) 338-2979 and that such effectiveness also be confirmed in writing.

    Very truly yours,

    WEARABLE
DEVICES LTD.

    By:
    /s/ Asher Dahan

    Asher Dahan

    Chief Executive Officer

CORRESP
1
filename1.htm

Wearable
Devices Ltd.

5
Ha-Tnufa St.

Yokne’am
Illit, 2066736, Israel

January 10,
2025

VIA
EDGAR

Securities
and Exchange Commission

Division
of Corporation Finance

United States
Securities and Exchange Commission

100 F Street,
N.E.

Washington,
D.C. 20549

Re: Wearable
                                            Devices Ltd. (CIK: 0001887673)

  Registration
                                        Statement on Form F-1 (File No. 333- 284023) (the “Registration Statement”)

  Request
                                        to Delay Effectiveness

Dear Sir
or Madam:

Wearable
Devices Ltd. (the “Registrant”) hereby withdraws its acceleration request dated January 8, 2025 relating to the above-referenced
Registration Statement and respectfully requests that the Securities and Exchange Commission (the “Commission”) take appropriate
action to delay declaring the above-referenced Registration Statement effective until such time as may be requested orally or in writing
after the date hereof.

The
Registrant respectfully requests to direct any questions regarding the foregoing to Howard E. Berkenblit, Esq. of Sullivan & Worcester
LLP by telephone at (617) 338-2979.

    Very truly yours,

    WEARABLE DEVICES LTD.

    By:
    /s/ Asher
Dahan

    Asher Dahan

    Chief Executive Officer

CORRESP
1
filename1.htm

Wearable
Devices Ltd.

5
Ha-Tnufa St.

Yokne’am
Illit, 2066736, Israel

January 8,
2025

VIA
EDGAR

Securities
and Exchange Commission

Division
of Corporation Finance

United States
Securities and Exchange Commission

100 F Street,
N.E.

Washington,
D.C. 20549

 Re: Wearable
                                            Devices Ltd. (CIK: 0001887673)

Registration
Statement on Form F-1 (File No. 333- 284023) (the “Registration Statement”)

Request
for Acceleration of Effective Date

Dear Sir
or Madam:

Pursuant
to Rule 461 under the Securities Act of 1933, as amended (the “Securities Act”), Wearable Devices Ltd. (the “Registrant”)
hereby requests that the effective date of the above-referenced Registration Statement be accelerated so that it will be declared effective
on January 10, 2025 at 9:00 a.m., Eastern Time, or as soon as practicable thereafter.

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

The
Registrant respectfully requests that it be notified of such effectiveness by a telephone call to Howard E. Berkenblit, Esq. of Sullivan
& Worcester LLP at (617) 338-2979 and that such effectiveness also be confirmed in writing.

    Very truly yours,

    WEARABLE
    DEVICES LTD.

    By:
    /s/ Asher Dahan

    Asher Dahan

    Chief Executive Officer

December 27, 2024
Asher Dahan
Chief Executive Officer
Wearable Devices Ltd.
5 Ha-Tnufa St.
Yokne’am Illit, 2066736 Israel
Re:Wearable Devices Ltd.
Registration Statement on Form F-1
Filed December 23, 2024
File No. 333-284023
Dear Asher Dahan:
            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 Matthew Crispino at 202-551-3456 with any questions.
Sincerely,
Division of Corporation Finance
Office of Technology

December 19, 2024
Alon Mualem
Chief Financial Officer
Wearable Devices Ltd.
5 Ha-Tnufa St.
Yokne’am Illit, 2066736, Israel
Re:Wearable Devices Ltd.
Registration Statement on Form F-1
Filed December 12, 2024
File No. 333-283771
Dear Alon Mualem:
            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 Charli Wilson at 202-551-6388 with any questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:Eric Victorson

CORRESP
1
filename1.htm

Wearable Devices Ltd.

5 Ha-Tnufa St.

Yokne’am Illit, 2066736, Israel

December 19, 2024

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

United States Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Re: Wearable Devices Ltd. (CIK: 0001887673)

  Registration Statement on Form F-1 (File No. 333-283771)
(the “Registration Statement”)

  Request for Acceleration of Effective Date

Dear Sir or Madam:

Pursuant to Rule 461
under the Securities Act of 1933, as amended (the “Securities Act”), Wearable Devices Ltd. (the “Registrant”)
hereby requests that the effective date of the above-referenced Registration Statement be accelerated so that it will be declared effective
on December 23, 2024 at 4:15 p.m., Eastern Time, or as soon as practicable thereafter.

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

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

 Very truly yours,

  WEARABLE DEVICES LTD.

    By:
    /s/ Asher Dahan

    Asher Dahan

    Chief Executive Officer

United States securities and exchange commission logo
June 20, 2024
Asher Dahan
Chief Executive Officer
Wearable Devices Ltd.
5 Ha-Tnufa St.
Yokne’am Illit, 2066736 Israel
Re:Wearable Devices Ltd.
Registration Statement on Form F-1
Filed June 14, 2024
File No. 333-280191
Dear Asher Dahan:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rule 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 Jeff Kauten at 202-551-3447 or Matthew Derby at 202-551-3334 with any
questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Howard Berkenblit, Esq.

CORRESP
1
filename1.htm

Wearable Devices Ltd.

30 HaArba’a Street

Yokne’am Illit

2066736 Israel

June 20, 2024

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, DC 20549

    RE:
    Wearable Devices Ltd. (CIK 0001887673)

    Registration Statement No. 333-280191 on Form F-1 (the “Registration Statement”)

Ladies and Gentlemen:

Wearable Devices 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
Monday, June 24, 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 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 Howard Berkenblit, Esq. at (617) 338-2979 of Sullivan &
Worcester LLP and that such effectiveness also be confirmed in writing.

    Very truly yours,

    WEARABLE DEVICES LTD.

    By:
    /s/ Asher Dahan

    Asher Dahan

    Chief Executive Officer

CORRESP
1
filename1.htm

Wearable Devices Ltd.

30 HaArba’a Street

Yokne’am Illit

2066736 Israel

October 16, 2023

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, DC 20549

    RE:
    Wearable Devices Ltd. (CIK 0001887673)

    Registration Statement No. 333-274841 on Form F-3 (the “Registration Statement”)

Ladies and Gentlemen:

Wearable Devices 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
October 18, 2023, at 4:00 p.m., Eastern Time, or as soon thereafter as is practicable.

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 and the Securities Exchange
Act of 1934, as amended, as they relate to the proposed public offering of the securities specified in the Registration Statement.

    Very truly yours,

    WEARABLE DEVICES LTD.

    By:
    /s/ Asher Dahan

    Asher Dahan

    Chief Executive Officer

United States securities and exchange commission logo
October 13, 2023
Asher Dahan
Chief Executive Officer
Wearable Devices Ltd.
5 Ha-Tnufa St.
Yokne’am Illit, 2066736 Israel
Re:Wearable Devices Ltd.
Registration Statement on Form F-3
Filed October 3, 2023
File No. 333-274841
Dear Asher Dahan:
            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 Edwin Kim at 202-551-3297 with any questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Howard Berkenblit, Esq.

CORRESP
1
filename1.htm

Wearable
devices ltd.

5 Ha-Tnufa Street

Yokne’am Illit, 2066736 Israel

March 7, 2023

Via EDGAR

Alexandra Barrone

Jan Woo

Securities and Exchange Commission

Division of Corporation Finance

Office of Life Sciences

100 F Street, NE

Washington, DC 20549

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

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

    Registration Statement on Form F-1

    Filed February 17, 2023

    File No. 333-262838

Dear Sirs:

The purpose of this letter is to respond to the comment
letter of February 23, 2023, received from the staff (the “Staff”) of the U.S. Securities and Exchange Commission regarding
the above-mentioned Amendment No. 2 to Post-Effective Amendment No. 1 to Registration Statement on Form F-1 (“Amendment No. 2”).
For your convenience, your original comments appear in bold text, followed by our response.

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

Risk Factors

Alpha and other investors in the April
2021 financing may be entitled to additional Ordinary Shares…, page 26

 1. We note your response to prior comment 1. Please expand your disclosure to include the
extent of the dilution your shareholders will experience as a result of the additional securities to be issued.  If you believe you
cannot calculate these amounts, please tell us in detail why you are unable to do so and what information is unknown at this time.

 1.

Response: We respectfully advise
the Staff that at this time, we are unable to determine what amount (if any) of additional securities will be issued to Alpha Capital
Anstalt (“Alpha”) and other investors in the April 2021 financing, if at all, since it will be dependent on the terms of future
offerings of our securities, if any. We note, as stated in Amendment No. 2, that we do not have any remaining obligation to issue additional
securities as a result of our initial public offering.

Alexandra Barone and Jan Woo

Division of Corporation Finance

Office of Technology

Securities and Exchange Commission

March 7, 2023

Page 2

Pursuant to the April 2021 share purchase
agreements with Alpha and certain other investors (the “April 2021 SPAs”), and as stated in Amendment No. 2, beginning on
April 22, 2021 and until the earlier of (i) the 90th calendar day after the expiration of lock-ups, or (ii) three years from April
22, 2021 (the “Expiration Date”), if we or our subsidiary shall issue any ordinary shares or equivalents of ordinary shares,
in an equity transaction other than an exempt issuance, entitling any person or entity to acquire ordinary shares at an effective price
per share less than the per share purchase price of $2.25 (subject to prior adjustment for reverse and forward stock splits and the like)
(an “SPA Dilutive Issuance”), then, for no additional consideration, we shall immediately issue to Alpha and other investors
in the April 2021 financing that number of additional ordinary shares equal to (a) the per share purchase price of $2.25 divided by amount
actually paid in new cash consideration by third parties for each ordinary share in the SPA Dilutive Issuance less (b) the number of ordinary
shares issued to Alpha and other investors at the closing of the April 2021 financing pursuant to the April 2021 SPAs. While we do not
expect an SPA Dilutive Issuance to occur prior to the Expiration Date, if an SPA Dilutive Issuance will take place prior to the 90th calendar
day after the expiration of lock-ups, we cannot predict the amount that will be paid in new cash consideration by third parties for each
ordinary share issued in the SPA Dilutive Issuance, and are therefore cannot determine the extent of dilution to shareholders as a result
of the additional securities to be issued.

*    *    *

If you have any questions or require additional information,
please call our attorney Howard Berkenblit at (617) 338-2979 or Oded Har-Even at (212) 660-5002, each of Sullivan & Worcester LLP.

Sincerely,

WEARABLE DEVICES LTD.

    By:
    /s/ Asher Dahan

    Chief Executive Officer

United States securities and exchange commission logo
February 23, 2023
Asher Dahan
Chief Executive Officer
Wearable Devices Ltd.
2 Ha-Ta’asiya St.
Yokne’am Illit, 2069803
Israel
Re:Wearable Devices Ltd.
Amendment No. 2 to Post-Effective Amendment No. 1 to
Registration Statement on Form F-1
Filed February 17, 2023
File No. 333-262838
Dear Asher Dahan:
            We have reviewed your amended registration statement and have the following
comment.  In our comment, we may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to this comment we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our November 29, 2022 letter.
Amendment No. 2 to Post-Effective Amendment No. 1 to Registration Statement on Form F-1
Risk Factors
Alpha and other investors in the April 2021 financing may be entitled to additional Ordinary
Shares..., page 26
1.We note your response to prior comment 1. Please expand your disclosure to include the
extent of the dilution your shareholders will experience as a result of the additional
securities to be issued.  If you believe you cannot calculate these amounts, please tell us in
detail why you are unable to do so and what information is unknown at this time.

 FirstName LastNameAsher Dahan
 Comapany NameWearable Devices Ltd.
 February 23, 2023 Page 2
 FirstName LastName
Asher Dahan
Wearable Devices Ltd.
February 23, 2023
Page 2
            Please contact Alexandra Barone, Staff Attorney, at (202) 551-8816 or Jan Woo, Legal
Branch Chief, at (202) 551-3453 with any questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Oded Har-Even

CORRESP
1
filename1.htm

Wearable
devices ltd.

2 Ha-Ta’asiya Street

Yokne’am Illit, 2069803 Israel

February 17, 2023

Via EDGAR

Patrick Faller

Mitchell Austin

Securities and Exchange Commission

Division of Corporation Finance

Office of Life Sciences

100 F Street, NE

Washington, DC 20549

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

    Amendment No. 1 to Post-Effective Amendment No. 1
to

    Registration Statement on Form F-1

    Filed November 14, 2022

    File No. 333-262838

Dear Sirs:

The purpose of this letter is to respond to the comment
letter of November 29, 2022, received from the staff (the “Staff”) of the U.S. Securities and Exchange Commission regarding
the above-mentioned Amendment No. 1 to Post-Effective Amendment No. 1 to Registration Statement on Form F-1. For your convenience, your
original comments appear in bold text, followed by our response. We are concurrently submitting Amendment No. 2 to Post-Effective Amendment
No. 1 to Registration Statement on Form F-1 (“Amendment No. 2”).

Page references in our responses are to Amendment
No. 2.

Amendment No. 1 to Post-Effective
Amendment No. 1 to Registration Statement on Form F-1 Filed November 14, 2022

General

 1. We note your response to prior comments 2 and 3 and reissue our comments
in part. Please address the following with respect to your disclosure of the securities issuable to Alpha and certain other investors
throughout your registration statement:

 1.

 · As previously requested,
revise to state whether your IPO closed with a pre-money valuation of $26,400,000 or lower.  Clearly disclose when any additional
securities will be issued and in what amount.

Response: We have revised our
disclosures throughout Amendment No. 2 in response to the Staff’s comment.

 · Expand your statement
in your risk factor on page 25 that this will “cause further dilution to your share ownership” to disclose the extent of the
dilution your shareholders will experience as a result of the additional securities to be issued.  If you believe you cannot calculate
these amounts, please tell us in detail why you are unable to do so and what information is unknown at this time.

Response: We have revised our
disclosure on page 26 of Amendment No. 2 in response to the Staff’s comment.

Patrick Faller and Jan Woo

Division of Corporate Finance

Office of Technology

Securities and Exchange Commission

February 17, 2023

Page 2

 · Advise why your revisions state
that the per share purchase price protection provision will be "evaluated" at the time of the Exercise Price Adjustment
instead of "effected," as previously disclosed.  Refer to the consent filed as Exhibit 10.7 to your registration agreement,
which states that "any such adjustments that would otherwise be required by Section 2.1(d) of the Agreement shall be effected at
the time the Warrants, including the Additional Warrants, (each as defined in the prospectus) issued to the purchasers in the IPO are
adjusted pursuant to their respective terms."

Response: We have revised our
disclosures throughout Amendment No. 2 in response to the Staff’s comment.

 · The caption to your
risk factor on page 25 states that the investors are entitled to "additional Ordinary Shares or additional shares underlying the
warrants they hold, in case the [sic] following the Exercise Price Adjustment, the IPO reflects a pre-money valuation of $26,400,000,
or a lower one."  Your revisions suggest that the pre-money valuation is calculated after the Exercise Price Adjustment.
Please advise or revise as appropriate.

 ·

Response: We have revised our
disclosure on page 26 of Amendment No. 2 in response to the Staff’s comment.

 · Your revisions on page
90 state that Alpha and certain other investors "shall receive additional Ordinary Shares or additional shares underlying
each warrant, based on the Discounted PPS."  Please refer to Section 2.1(d) of your share purchase agreement filed as Exhibit
10.3 to your registration statement and tell us how you concluded that the investors will receive additional ordinary shares or additional
shares underlying their warrants and not both.  Revise your disclosure as applicable, including your risk factor on page 25 and its
caption.

Response: We have revised our
disclosures throughout Amendment No. 2 to clarify that pursuant to the share purchase agreement, Alpha and certain other investors would
receive additional Ordinary Shares and additional shares underlying each warrant.

 2. We note that on November 25, 2022 you were notified by Nasdaq that the company is not in compliance with the minimum bid price requirements for
continued listing on The Nasdaq Capital Market.  Please include a recent development section to disclose the Nasdaq notification
letter and the impact on your company if you are unable to regain compliance.

Response: We have included a
recent development section on pages 2 and 53 and a risk factor on page 25 of Amendment No. 2 in response to the Staff’s comment.

Plan of Distribution, page 109

 3. We note you deleted disclosure about your obligation to indemnify the underwriter
of your initial public offering.  Please restore this disclosure or advise.

Response: We have restored the disclosure
about our obligation to indemnify the underwriter of our initial public offering on page f111 of Amendment No. 2 in response to the Staff’s
comment.

*    *    *

Patrick Faller and Jan Woo

Division of Corporate Finance

Office of Technology

Securities and Exchange Commission

February 17, 2023

Page 3

If you have any questions or require additional information,
please call our attorney Howard Berkenblit at (617) 338-2979 or Oded Har-Even at (212) 660-5002, each of Sullivan & Worcester LLP.

Sincerely,

WEARABLE DEVICES LTD.

    By:
    /s/ Asher Dahan

    Chief Executive Officer

United States securities and exchange commission logo
November 29, 2022
Asher Dahan
Chief Executive Officer
Wearable Devices Ltd.
2 Ha-Ta’asiya St.
Yokne’am Illit, 2069803
Israel
Re:Wearable Devices Ltd.
Amendment No. 1 to Post-Effective Amendment No. 1 to
Registration Statement on Form F-1
Filed November 14, 2022
File No. 333-262838
Dear Asher Dahan:
            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 14, 2022 letter.
Amendment No. 1 to Post-Effective Amendment No.1 to Registration Statement on Form F-1
Filed November 14, 2022
General
1.We note your response to prior comments 2 and 3 and reissue our comments in part.
Please address the following with respect to your disclosure of the securities issuable to
Alpha and certain other investors throughout your registration statement:
•As previously requested, revise to state whether your IPO closed with a pre-money
valuation of $26,400,000 or lower.  Clearly disclose when any additional securities
will be issued and in what amount.

 FirstName LastNameAsher Dahan
 Comapany NameWearable Devices Ltd.
 November 29, 2022 Page 2
 FirstName LastName
Asher Dahan
Wearable Devices Ltd.
November 29, 2022
Page 2

•Expand your statement in your risk factor on page 25 that this will “cause further
dilution to your share ownership” to disclose the extent of the dilution your
shareholders will experience as a result of the additional securities to be issued.  If
you believe you cannot calculate these amounts, please tell us in detail why you are
unable to do so and what information is unknown at this time.

•Advise why your revisions state that the per share purchase price protection provision
will be "evaluated" at the time of the Exercise Price Adjustment instead of "effected,"
as previously disclosed.  Refer to the consent filed as Exhibit 10.7 to your registration
agreement, which states that "any such adjustments that would otherwise be required
by Section 2.1(d) of the Agreement shall be  effected at the time the Warrants,
including the Additional Warrants, (each as defined in the prospectus) issued to the
purchasers in the IPO are adjusted pursuant to their respective terms."

•The caption to your risk factor on page 25 states that the investors are entitled to
"additional Ordinary Shares or additional shares underlying the warrants they hold, in
case the [sic] following the Exercise Price Adjustment, the IPO reflects a pre-money
valuation of $26,400,000, or a lower one."  Your revisions suggest that the pre-
money valuation is calculated after the Exercise Price Adjustment.  Please advise or
revise as appropriate.

•Your revisions on page 90 state that Alpha and certain other investors "shall receive
additional Ordinary Shares  or additional shares underlying each warrant, based on the
Discounted PPS."  Please refer to Section 2.1(d) of your share purchase agreement
filed as Exhibit 10.3 to your registration statement and tell us how you concluded that
the investors will receive additional ordinary shares  or additional shares underlying
their warrants and not both.  Revise your disclosure as applicable, including your risk
factor on page 25 and its caption.
2.We note that on November 25, 2022 you were notified by Nasdaq that the company is not
in compliance with the minimum bid price requirements for continued listing on The
Nasdaq Capital Market.  Please include a recent development section to disclose the
Nasdaq notification letter and the impact on your company if you are unable to regain
compliance.
Plan of Distribution, page 109
3.We note you deleted disclosure about your obligation to indemnify the underwriter of
your initial public offering.  Please restore this disclosure or advise.

 FirstName LastNameAsher Dahan
 Comapany NameWearable Devices Ltd.
 November 29, 2022 Page 3
 FirstName LastName
Asher Dahan
Wearable Devices Ltd.
November 29, 2022
Page 3
            Please contact Patrick Faller, Staff Attorney, at (202) 551-4438 or Jan Woo, Legal
Branch Chief, at (202) 551-3453 with any questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Oded Har-Even

CORRESP
1
filename1.htm

Wearable
devices ltd.

2 Ha-Ta’asiya Street

Yokne’am Illit, 2069803 Israel

November 14, 2022

Via EDGAR

Patrick Faller

Mitchell Austin

Securities and Exchange Commission

Division of Corporation Finance

Office of Life Sciences

100 F Street, NE

Washington, DC 20549

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

Post-Effective Amendment No. 1 to

Registration Statement on Form F-1

Filed September 30, 2022

File No. 333-262838

Dear Sirs:

The purpose of this letter is to respond to the
comment letter of October 14, 2022, received from the staff (the “Staff”) of the U.S. Securities and Exchange Commission regarding
the above-mentioned Post-Effective Amendment No. 1 to Registration Statement on Form F-1. For your convenience, your original comments
appear in bold text, followed by our response. We are concurrently submitting Post-Effective Amendment No. 2 to Registration Statement
on Form F-1 (“Amendment No. 2”).

Page references in our responses are to Amendment
No. 2.

Post-Effective Amendment No. 1 to Form F-1
Registration Statement Filed September 30, 2022

Cover Page

 1. We note your disclosure on page 6 that because your volume weighted average stock price was less than
the exercise floor of $2.00 for the Warrants, the exercise price of the Warrants will be adjusted to $2.00 after the close of trading
on December 14, 2022. Please revise your cover page to disclose the Exercise Price Adjustment. Additionally, please clarify your cover
page to disclose, if true, that 1,125,000 of the ordinary shares identified on the cover page are those shares issuable upon the exercise
of the 1,125,000 warrants issued to the underwriter as part of the over-allotment option granted to the underwriter in connection with
the IPO.

Response: We have revised our disclosure
on the cover page of Amendment No. 2 in response to the Staff’s comment.

Patrick Faller and Jan Woo

Division of Corporate Finance

Office of Technology

Securities and Exchange Commission

November 14, 2022

Page 2

Risk Factors

Alpha and other investors in April 2021
financing are entitled to additional Ordinary Shares and

warrants or additional shares. . ., page
25

 2. Please revise this risk factor, including the caption, to reflect the fact that your IPO has closed.
Revise to state whether your IPO closed with a pre-money valuation of $26,400,000 or lower and to clearly disclose when any additional
securities will be issued and in what amount. Please expand your statement that this will “cause further dilution to your share ownership”
to disclose the extent of the dilution your shareholders will experience as a result of the additional securities to be issued.

Response: We have revised our disclosure
on page 25 of Amendment No. 2 in response to the Staff’s comment. However, we respectfully advise the Staff that at this time, we
are unable to determine what amount (if any) of additional securities will be issued to Alpha and other investors in the April 2021 financing
and the extent of the dilution our shareholders will experience as a result of the additional securities to be issued. Pursuant to the
consent that Alpha provided us in June 2022, and as stated in Amendment No. 2 the Company will evaluate any adjustments required by the
Section 2.1(d) of the Share Purchase Agreement with Alpha on December 14, 2022, at the time of the adjustment to the exercise price of
the warrants issued in the IPO. Additional securities (if any) will be delivered to Alpha and the other investors in the April 2021 financing
120 days after the closing date of the Company’s IPO, or January 13, 2023.

Related Party Transactions

Share Purchase Agreement with Alpha, page
90

 3. You state on page 90 that “Alpha and other investors in [the] April 2021 financing waived their
rights under the per share purchase price protection provision (described above) with respect to the securities issued in our IPO. . .
”. However, you disclose on page 25 that Alpha and the other investors “waived their rights under the per share purchase price
protection provision (described above) as of the date of the IPO with respect to the securities issued in the IPO” and state the
investors are entitled to any such adjustments at a later date. Please reconcile and revise your disclosure on page 90 to avoid suggesting
that any right to additional securities was waived in its entirety. Revise to clearly state, if true, that any adjustments required by
Section 2.1(d) of your Share Purchase Agreement with Alpha, including with respect to securities issued in your IPO, will be effected
at the time the Warrants, including the Additional Warrants, issued to the purchasers in the IPO are adjusted pursuant to their respective
terms. Clarify whether this means Alpha and the other investors are entitled to additional securities and in what amounts. Further, revise
your disclosure in this section to reflect the fact your IPO has closed and remove language that was modified by the IPO closing and by
subsequent agreement. For example, you state that the additional securities will be issued to Alpha and the other investors “within
14 days following the completion of our initial public offering,” but this appears to have been modified by the June 2022 consent.

Response: We have revised our disclosure
on page 90 of Amendment No. 2 in response to the Staff’s comment.

*    *    *

If you have any questions or require additional
information, please call our attorney Howard Berkenblit at (617) 338-2979 or Oded Har-Even at (212) 660-5002, each of Sullivan & Worcester
LLP.

Sincerely,

WEARABLE DEVICES LTD.

    By:
    /s/ Asher Dahan

    Chief Executive Officer

United States securities and exchange commission logo
October 14, 2022
Asher Dahan
Chief Executive Officer
Wearable Devices Ltd.
2 Ha-Ta’asiya St.
Yokne’am Illit, 2069803
Israel
Re:Wearable Devices Ltd.
Post-Effective Amendment No. 1 to
Registration Statement on Form F-1
Filed September 30, 2022
File No. 333-262838
Dear Asher Dahan:
            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.
Post-Effective Amendment No. 1 to Form F-1 Registration Statement Filed September 30, 2022
Cover Page
1.We note your disclosure on page 6 that because your volume weighted average stock price
was less than the exercise floor of $2.00 for the Warrants, the exercise price of the
Warrants will be adjusted to $2.00 after the close of trading on December 14, 2022.
Please revise your cover page to disclose the Exercise Price Adjustment.  Additionally,
please clarify your cover page to disclose, if true, that 1,125,000 of the ordinary shares
identified on the cover page are those shares issuable upon the exercise of the
1,125,000 warrants issued to the underwriter as part of the over-allotment option granted
to the underwriter in connection with the IPO.

 FirstName LastNameAsher Dahan
 Comapany NameWearable Devices Ltd.
 October 14, 2022 Page 2
 FirstName LastName
Asher Dahan
Wearable Devices Ltd.
October 14, 2022
Page 2
Risk Factors
Alpha and other investors in April 2021 financing are entitled to additional Ordinary Shares and
warrants or additional shares. . ., page 25
2.Please revise this risk factor, including the caption, to reflect the fact that your IPO has
closed.  Revise to state whether your IPO closed with a pre-money valuation of
$26,400,000 or lower and to clearly disclose when any additional securities will be issued
and in what amount.  Please expand your statement that this will "cause further dilution to
your share ownership" to disclose the extent of the dilution your shareholders will
experience as a result of the additional securities to be issued.
Related Party Transactions
Share Purchase Agreement with Alpha, page 90
3.You state on page 90 that "Alpha and other investors in [the] April 2021 financing waived
their rights under the per share purchase price protection provision (described above) with
respect to the securities issued in our IPO. . . ".  However, you disclose on page 25 that
Alpha and the other investors "waived their rights under the per share purchase price
protection provision (described above) as of the date of the IPO with respect to the
securities issued in the IPO" and state the investors are entitled to any such adjustments at
a later date.  Please reconcile and revise your disclosure on page 90 to avoid suggesting
that any right to additional securities was waived in its entirety.  Revise to clearly state, if
true, that any adjustments required by Section 2.1(d) of your Share Purchase Agreement
with Alpha, including with respect to securities issued in your IPO, will be effected at the
time the Warrants, including the Additional Warrants, issued to the purchasers in the IPO
are adjusted pursuant to their respective terms.  Clarify whether this means Alpha and the
other investors are entitled to additional securities and in what amounts.  Further, revise
your disclosure in this section to reflect the fact your IPO has closed and remove language
that was modified by the IPO closing and by subsequent agreement.  For example, you
state that the additional securities will be issued to Alpha and the other investors "within
14 days following the completion of our initial public offering," but this appears to have
been modified by the June 2022 consent.

 FirstName LastNameAsher Dahan
 Comapany NameWearable Devices Ltd.
 October 14, 2022 Page 3
 FirstName LastName
Asher Dahan
Wearable Devices Ltd.
October 14, 2022
Page 3
            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 Patrick Faller, Staff Attorney, at (202) 551-4438 or Jan Woo, Legal
Branch Chief, at (202) 551-3453 with any questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Oded Har-Even

CORRESP
1
filename1.htm

September 9, 2022

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, DC 20549

    RE:
    Wearable Devices Ltd.   (CIK: 0001887673)

    Registration Statement No. 333-262838 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, September 12, 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
1
filename1.htm

Wearable Devices Ltd.

2 Ha-Ta’asiya St.

Yokne’am Illit, Israel 2069803

September 9, 2022

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, DC 20549

    RE:
    Wearable Devices Ltd. (CIK: 0001887673)

    Registration Statement No. 333-262838 on Form F-1 (the “Registration Statement”)

Ladies and Gentlemen:

Wearable Devices 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 Monday, September 12, 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,

    WEARABLE DEVICES LTD.

    By:
    /s/ Asher Dahan

    Asher Dahan, Chief Executive Officer

CORRESP
1
filename1.htm

Wearable devices ltd.

2 Ha-Ta’asiya Street

Yokne’am Illit, 2069803 Israel

September 7, 2022

Via EDGAR

Patrick Faller

Mitchell Austin

Securities and Exchange Commission

Division of Corporation Finance

Office of Life Sciences

100 F Street, NE

Washington, DC 20549

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

Amendment No. 10 to Registration Statement on
Form F-1

Filed September 6, 2022

File No. 333-262838

Dear Sirs:

The purpose of this letter is to respond to the
comment letter of September 7, 2022, received from the staff (the “Staff”) of the U.S. Securities and Exchange Commission
regarding the above-mentioned Amendment No. 10 to the registration statement on Form F-1. For your convenience, your original comments
appear in bold text, followed by our response. We are concurrently submitting Amendment No. 11 to Form F-1 (“Amendment No. 11”).

Page references in our responses are to Amendment
No. 11.

Amendment No. 10 to Registration Statement
on Form F-1 filed September 6, 2022

Cover Page

 1. Revise the cover page to restore disclosure of the Reset Price applicable to the warrants that was
removed in your amendment to be consistent with your disclosures elsewhere or advise.

Response: We have revised the cover page
to restore the disclosure of the Rest Price applicable to the warrants in response to the Staff’s comment.

Alpha and other investors in April 2021
financing are entitled to additional Ordinary Shares and warrants or additional shares … page 25

 2. Clarify whether “Dilutive Issuance” as used in this risk factor and elsewhere has a meaning
separate from that attributed to “Dilutive Issuance” as used on page 90 and as defined in Exhibit 10.3.

Response: We have revised the definition
of “Dilutive Issuance” on page 90 to clarify that the term has the same meaning as in Exhibit 10.3, and has a meaning separate
from that attributed to “Dilutive Issuance” as used in the risk factor on page 25 and elsewhere.

Patrick Faller and Mitchel Austin

Division of Corporation Finance

Office of Technology

Securities and Exchange Commission

September 7, 2022

Page 2

Description of the Securities We are Offering,
page 95

 3. Update the disclosure about the number of warrants included in each Unit to be consistent with your
other disclosures (i.e., that you are offering Units consisting of one ordinary share and two warrants to purchase one
ordinary share each) or advise.

Response: We have updated the disclosure
on page 95 to clarify that each unit consists of one ordinary share and two warrants to purchase one ordinary share each, in response
to the Staff’s comment.

*    *    *

If you have any questions or require additional
information, please call our attorney Howard Berkenblit at (617) 338-2979 or Oded Har-Even at (212) 660-5002, each of Sullivan & Worcester
LLP.

Sincerely,

WEARABLE DEVICES LTD.

    By:
    /s/ Asher Dahan

    Chief Executive Officer

United States securities and exchange commission logo
September 7, 2022
Asher Dahan
Chief Executive Officer
Wearable Devices Ltd.
2 Ha-Ta’asiya St.
Yokne’am Illit, 2069803 Israel
Re:Wearable Devices Ltd.
Amendment No. 10 to Registration Statement on Form F-1
Filed September 6, 2022
File No. 333-262838
Dear Mr. Dahan:
            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. 10 to Registration Statement on Form F-1 filed September 6, 2022
Cover Page
1.Revise the cover page to restore disclosure of the Reset Price applicable to the warrants
that was removed in your amendment to be consistent with your disclosures elsewhere or
advise.
Alpha and other investors in April 2021 financing are entitled to additional Ordinary Shares and
warrants or additional shares. . . , page 25
2.Clarify whether "Dilutive Issuance" as used in this risk factor and elsewhere has a
meaning separate from that attributed to "Dilutive Issuance" as used on page 90 and as
defined in Exhibit 10.3.

 FirstName LastNameAsher Dahan
 Comapany NameWearable Devices Ltd.
 September 7, 2022 Page 2
 FirstName LastName
Asher Dahan
Wearable Devices Ltd.
September 7, 2022
Page 2
Description of the Securities We are Offering, page 95
3.Update the disclosure about the number of warrants included in each Unit to be consistent
with your other disclosures (i.e., that you are offering Units consisting of one ordinary
share and two warrants to purchase one ordinary share each) or advise.
            You may contact Joseph Cascarano, Senior Staff Accountant, at (202) 551-3376 or
Robert Littlepage, Accounting Branch Chief, at (202) 551-3361 if you have questions regarding
comments on the financial statements and related matters. Please contact Patrick Faller, Staff
Attorney, at (202) 551-4438 or Mitchell Austin, Staff Attorney, at (202) 551-3574 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Oded Har-Even

CORRESP
1
filename1.htm

Wearable
devices ltd.

2 Ha-Ta’asiya Street

Yokne’am Illit, 2069803 Israel

July 19, 2022

Via EDGAR

Patrick Faller

Mitchell Austin

Securities and Exchange Commission

Division of Corporation Finance

Office of Life Sciences

100 F Street, NE

Washington, DC 20549

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

Amendment No. 8 to Registration Statement on Form
F-1

Filed June 27, 2022

File No. 333-262838

Dear Sirs:

The purpose of this letter is to respond to the
comment letter of July 11, 2022, received from the staff (the “Staff”) of the U.S. Securities and Exchange Commission regarding
the above-mentioned Amendment No. 8 to the registration statement on Form F-1. For your convenience, your original comments appear in
bold text, followed by our response. We are concurrently submitting Amendment No. 9 to Form F-1 (“Amendment No. 9”).

Page references in our responses are to Amendment
No. 9.

Amendment No. 8 to Registration Statement
on Form F-1 filed June 27, 2022

Use of Proceeds, page 39

 1. We note your disclosure on page 89 that you obtained a written consent from your shareholder Alpha
Capital Anstalt to proceed as “Qualified IPO” in June 2022 in exchange for a cash payment of $300,000 to this shareholder
to be paid from the proceeds of your offering. Please revise your use of proceeds disclosure accordingly, including in your prospectus
summary.

Response: We have revised our disclosure
on pages 7 and 39 in response to the Staff’s comment.

Beneficial Ownership of Principal Shareholders
and Management, page 88

 2. We note that Alpha Capital Anstalt purchased an aggregate 1,343,375 shares (and up to an additional
671,688 shares upon exercise of its warrants) pursuant to your share purchase agreement with Alpha Capital Anstalt dated April 22, 2021,
and attached as Exhibit 10.3. Please advise whether Alpha Capital Anstalt should be listed as a beneficial owner of more than 5% of your
voting securities.

Response:
We respectfully acknowledge the Staff’s comment. We note that Alpha Capital Anstalt (“Alpha”) is currently a beneficial
owner of 444,091 Ordinary Shares, (not 1,343,375 shares, which is the total number of shares all investors purchased in the April 2021
financing) consisting of outstanding Ordinary Shares and which currently constitutes 4.0% of our voting securities. Alpha’s warrants
are only exercisable upon the earlier of: (i) eighteen (18) months from an initial public offering
of our Ordinary Shares, registered pursuant to an effective registration statement under the Securities Act, or the securities laws of
another jurisdiction as determined by our board of directors, raising a gross amount of at least $10,000,000 and resulting in the listing
of our Ordinary Shares on a trading market (which shall not include any market operated by OTC Markets, Inc.) (the “Qualified IPO”);
(ii) a change of control event, such as sale of all or substantially all of our assets or the majority of shares, merger, consolidation
or other business combination of us into another company or sale, lease, transfer, or exclusive license or disposition of all or substantially
all of our intellectual property, or (iii) three (3) years from April 22, 2021. Therefore, as of the date of this letter, Alpha’s
warrants are not exercisable within the next 60 days and, accordingly, the Ordinary Shares underlying such warrants are not currently
beneficially owned by Alpha pursuant to Rule 13d-3 under the Securities Exchange Act of 1934. Therefore, Alpha is not currently a beneficial
owner of more than 5% of your voting securities.

Patrick Faller and Mitchel Austin

Division of Corporation Finance

Office of Technology

Securities and Exchange Commission

July 19, 2022

Page 2

Related Party Transactions

Share Purchase Agreement with Alpha, page
89

 3. Please file a copy of the written consent you received from Alpha Capital Anstalt in June 2022 as an
exhibit to your registration statement. Advise if the cash payment of $300,000 to obtain the written consent was contemplated by your
shareholder purchase agreement with Alpha Capital Anstalt filed as Exhibit 10.3.

Response:
We have filed the consent of Alpha as exhibit number 10.7 to Amendment No. 9. The cash payment of $300,000 was not contemplated by the
share purchase agreement with Alpha and was a result of a negotiation between us and Alpha.

Lock-up Agreements, page 98

 4. We note your disclosure on page 98 that “In exchange for Alpha’s consent to this offering,
we agreed to shorten Alpha’s lock-up period to 120 days after the consummation of this offering. After a consultation with Aegis
Capital Corp., we decided to shorten the lock-up period to 120 days for the rest of the shareholders from the April 2021 financing.”
Please advise if there is an amendment to Exhibit 10.3 to shorten the lock-up period with Alpha (or a new or amended lock-up agreement
with Alpha) and file a copy as an exhibit to your registration statement. Further clarify your reference to the “April 2021 financing.”
Advise if the “rest of the shareholders” you refer to were party to a single or separate financing agreement(s). Disclose the
date and material terms of any such agreement(s). Clarify whether you entered into amendments to the lock-up agreements with each shareholder
or advise how the time period was shortened.

Response: We respectfully advise the Staff
that the decision to shorten Alpha’s lock-up period to 120 days was a result of negotiation between us and Alpha. Alpha’s
shortened lock-up period is reflected in Alpha’s consent, which we have filed as exhibit number 10.7 to Amendment 9. We revised
our disclosure on page 89 to clarify our reference to the April 2021 financing. The shortened lock-up with Alpha was a result of a negotiation
between us and Alpha, as evidenced in the consent of Alpha, filed as exhibit number 10.7 to Amendment No. 9. Finally, we have revised
our disclosure on page 98 to remove the disclosure “After a consultation with Aegis Capital Corp., we decided to shorten the lock
up period to 120 days for the rest of the shareholders from the April 2021 financing” since after further discussion, we agreed
not to shorten the lock-up period for such shareholders.

 5. Revise your description of the Lock-up Agreements for your offering to include any exceptions thereto,
including any “Exempt Issuance” as provided for in your revised underwriting agreement filed as Exhibit 1.1.

Response: We have revised our disclosure
on page 98 in response to the Staff’s comment.

Patrick Faller and Mitchel Austin

Division of Corporation Finance

Office of Technology

Securities and Exchange Commission

July 19, 2022

Page 3

Expenses, page 112

 6. We note your disclosure that the cash payment to Alpha Capital Anstalt will “be paid from our
proceeds of this offering.” Please advise how you determined the “Payment to Alpha” is an offering expense.

Response:
We have revised our disclosure on page 112 to remove the cash payment to Alpha from the table of the offering expenses.

*    *    *

If you have any questions or require additional
information, please call our attorney Howard Berkenblit at (617) 338-2979 or Oded Har-Even at (212) 660-5002, each of Sullivan & Worcester
LLP.

Sincerely,

WEARABLE DEVICES LTD.

    By:
    /s/ Asher Dahan

    Chief Executive Officer

United States securities and exchange commission logo
July 11, 2022
Asher Dahan
Chief Executive Officer
Wearable Devices Ltd.
2 Ha-Ta’asiya St.
Yokne’am Illit, 2069803 Israel
Re:Wearable Devices Ltd.
Amendment No. 8 to Registration Statement on Form F-1
Filed June 27, 2022
File No. 333-262838
Dear Mr. Dahan:
            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 13, 2022 letter.
Amendment No. 8 to Registration Statement on Form F-1 filed June 27, 2022
Use of Proceeds, page 39
1.We note your disclosure on page 89 that you obtained a written consent from your
shareholder Alpha Capital Anstalt to proceed as a "Qualified IPO" in June 2022 in
exchange for a cash payment of $300,000 to this shareholder to be paid from the proceeds
of your offering.  Please revise your use of proceeds disclosure accordingly, including in
your prospectus summary.
Beneficial Ownership of Principal Shareholders and Management, page 88
2.We note that Alpha Capital Anstalt purchased an aggregate 1,343,375 shares (and up to an
additional 671,688 shares upon exercise of its warrants) pursuant to your share purchase

 FirstName LastNameAsher Dahan
 Comapany NameWearable Devices Ltd.
 July 11, 2022 Page 2
 FirstName LastName
Asher Dahan
Wearable Devices Ltd.
July 11, 2022
Page 2
agreement with Alpha Capital Anstalt dated April 22, 2021, and attached as Exhibit 10.3.
Please advise whether Alpha Capital Anstalt should be listed as a beneficial owner of
more than 5% of your voting securities.
Related Party Transactions
Share Purchase Agreement with Alpha, page 89
3.Please file a copy of the written consent you received from Alpha Capital Anstalt in June
2022 as an exhibit to your registration statement.  Advise if the cash payment of $300,000
to obtain the written consent was contemplated by your shareholder purchase agreement
with Alpha Capital Anstalt filed as Exhibit 10.3.
Lock-up Agreements, page 98
4.We note your disclosure on page 98 that "In exchange for Alpha’s consent to this offering,
we agreed to shorten Alpha’s lock-up period to 120 days after the consummation of this
offering. After a consultation with Aegis Capital Corp., we decided to shorten the lock-up
period to 120 days for the rest of the shareholders from the April 2021 financing."  Please
advise if there is an amendment to Exhibit 10.3 to shorten the lock-up period with Alpha
(or a new or amended lock-up agreement with Alpha) and file a copy as an exhibit to
your registration statement.  Further clarify your reference to the "April 2021 financing."
Advise if the "rest of the shareholders" you refer to were party to a single or separate
financing agreement(s).  Disclose the date and material terms of any such agreement(s).
Clarify whether you entered into amendments to the lock-up agreements with each
shareholder or advise how the time period was shortened.
5.Revise your description of the Lock-up Agreements for your offering to include any
exceptions thereto, including any "Exempt Issuance" as provided for in your revised
underwriting agreement filed as Exhibit 1.1.
Expenses, page 112
6.We note your disclosure that the cash payment to Alpha Capital Anstalt will "be paid from
our proceeds of this offering."  Please advise how you determined the "Payment to Alpha"
is an offering expense.

 FirstName LastNameAsher Dahan
 Comapany NameWearable Devices Ltd.
 July 11, 2022 Page 3
 FirstName LastName
Asher Dahan
Wearable Devices Ltd.
July 11, 2022
Page 3
            You may contact Joseph Cascarano, Senior Staff Accountant, at (202) 551-3376 or
Robert Littlepage, Accounting Branch Chief, at (202) 551-3361 if you have questions regarding
comments on the financial statements and related matters. Please contact Patrick Faller, Staff
Attorney, at (202) 551-4438 or Mitchell Austin, Staff Attorney, at (202) 551-3574 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Oded Har-Even

CORRESP
1
filename1.htm

Wearable
devices ltd.

2 Ha-Ta’asiya Street

Yokne’am Illit, 2069803 Israel

June 27, 2022

Via EDGAR

Patrick Faller

Mitchell Austin

Securities and Exchange Commission

Division of Corporation Finance

Office of Life Sciences

100 F Street, NE

Washington, DC 20549

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

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

Filed June 1, 2022

File No. 333-262838

Dear Sirs:

The purpose of this letter is to respond to the
comment letter of June 13, 2022, received from the staff (the “Staff”) of the U.S. Securities and Exchange Commission regarding
the above-mentioned Amendment No. 7 to the registration statement on Form F-1. For your convenience, your original comments appear in
bold text, followed by our response. We are concurrently submitting Amendment No. 8 to Form F-1 (“Amendment No. 8”).

Page references in our responses are to Amendment
No. 8.

Amendment No. 7 to Registration Statement
on Form F-1 filed June 1, 2022

Cover Page

    1.
    We note your response to prior comment 1 and reissue our comment in part. Please disclose the Reset Price on the cover page.

 Response: We have revised our disclosure on the cover page to clarify
that the lowest Reset Price is $3.10, which is 50% of offering price, based on an assumed public offering price of $6.20 per unit, the
midpoint of the price range of the units, per ordinary share.

Warrants

    2.
    Please clarify what your references to “basic amount” mean as used in your disclosure about the Participation Rights and as capitalized as “Basic Amounts” on page 95. In that regard, we note that “Basic Amount” is also defined on page 101 to mean “IIA-supported Know-how.” Further, it appears the form of the Warrant uses “Trading Day” where you have stated this as “business day” in your disclosure about the Participation Rights. Please reconcile. Further, please specify the number of days within which a Qualified Holder must deliver to you a written request after such Qualified Holder receives a pre-notice prior to your delivery of an irrevocable notice (“Upon the written request of a Qualified Holder within business days”). We also note remaining references in your registration statement to “no holders of at least Warrants” that should be completed with the appropriate figure. Please revise or advise.

 Response: We have revised our disclosure throughout Amendment No. 8
to differentiate between the “Basic Amounts” in connection with the Participation Rights and “Basic Amount” in
connection with “IIA-supported Know-how.” We also revised our disclosure on page 94 to use “Trading Day” in connection
with the Participation Rights and to address the rest of the Staff’s comments.

Patrick Faller and Mitchel Austin

Division of Corporation Finance

Office of Technology

Securities and Exchange Commission

June 27, 2022

Page 2

General

    3.
    We note counsel’s revised opinion filed as Exhibit 5.2 further to our prior comment 7 and reissue the comment in part. The opinion appears to opine only with respect to “each of the Warrants comprising the Units” and the Representative Warrants. Counsel should also provide a separate opinion as to the Additional Warrants, as they appear issuable after the Units are offered. The opinion should also be revised to reflect the updated maximum offering amount, including the 7,200,000 Additional Warrants that may be issued according to footnote 6 in your table of newly registered securities filed as Exhibit 107. Please provide an opinion that makes the above-requested changes or advise.

 Response: We respectfully advise the Staff that our counsel’s
opinion filed as Exhibit 5.2 also covers “additional Regular Warrants, issuable pursuant to the adjustment provisions contained
in Section 3(f) of the Regular Warrant (the “Additional Warrants”).”

  We have re-filed an updated Exhibit 5.2 to clarify this and provide a revised legality opinion to
                                                                               reflect the updated maximum offering amount, including the 7,200,000 Additional Warrants that may be issued.

*    *    *

If you have any questions or require additional
information, please call our attorney Howard Berkenblit at (617) 338-2979 or Oded Har-Even at (212) 660-5002, each of Sullivan & Worcester
LLP.

Sincerely,

WEARABLE DEVICES LTD.

    By:
    /s/ Asher Dahan

    Chief Executive Officer

United States securities and exchange commission logo
June 13, 2022
Asher Dahan
Chief Executive Officer
Wearable Devices Ltd.
2 Ha-Ta’asiya St.
Yokne’am Illit, 2069803 Israel
Re:Wearable Devices Ltd.
Amendment No. 7 to Registration Statement on Form F-1
Filed June 1, 2022
File No. 333-262838
Dear Mr. Dahan:
            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 27, 2022 letter.
Amendment No. 7 to Registration Statement on Form F-1
Cover Page
1.We note your response to prior comment 1 and reissue our comment in part.  Please
disclose the Reset Price on the cover page.
Warrants, page 94
2.Please clarify what your references to "basic amount" mean as used in your disclosure
about the Participation Rights and as capitalized as "Basic Amounts" on page 95.  In that
regard, we note that "Basic Amount" is also defined on page 101 to mean "IIA-supported
Know-how."  Further, it appears the form of Warrant uses "Trading Day" where you have
stated this as "business day" in your disclosure about the Participation Rights.  Please

 FirstName LastNameAsher Dahan
 Comapany NameWearable Devices Ltd.
 June 13, 2022 Page 2
 FirstName LastName
Asher Dahan
Wearable Devices Ltd.
June 13, 2022
Page 2
reconcile.  Further, please specify the number of days within which a Qualified Holder
must deliver to you a written request after such Qualified Holder receives a pre-notice
prior to your delivery of an irrevocable notice ("Upon the written request of a Qualified
Holder within business days").  We also note remaining references in your registration
statement to "no holders of at least Warrants" that should be completed with the
appropriate figure.  Please revise or advise.
General
3.We note counsel's revised opinion filed as Exhibit 5.2 further to our prior comment 7 and
reissue the comment in part.  The opinion appears to opine only with respect to "each of
the Warrants comprising the Units" and the Representative Warrants.  Counsel should also
provide a separate opinion as to the Additional Warrants, as they appear issuable after the
Units are offered.  The opinion should also be revised to reflect the updated maximum
offering amount, including the 7,200,000 Additional Warrants that may be issued
according to footnote 6 in your table of newly registered securities filed as Exhibit 107.
Please provide an opinion that makes the above-requested changes or advise.
            You may contact Joseph Cascarano, Senior Staff Accountant, at (202) 551-3376 or
Robert Littlepage, Accounting Branch Chief, at (202) 551-3361 if you have questions regarding
comments on the financial statements and related matters. Please contact Patrick Faller, Staff
Attorney, at (202) 551-4438 or Mitchell Austin, Staff Attorney, at (202) 551-3574 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Oded Har-Even

CORRESP
1
filename1.htm

Wearable
devices ltd.

2 Ha-Ta’asiya Street

Yokne’am Illit, 2069803 Israel

June 1, 2022

Via EDGAR

Patrick Faller

Mitchell Austin

Securities and Exchange Commission

Division of Corporation Finance

Office of Life Sciences

100 F Street, NE

Washington, DC 20549

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

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

Filed May 20, 2022

File No. 333-262838

Dear Sirs:

The purpose of this letter is to respond to the
comment letter of May 27, 2022, received from the staff (the “Staff”) of the U.S. Securities and Exchange Commission regarding
the above-mentioned Amendment No. 6 to the registration statement on Form F-1. For your convenience, your original comments appear in
bold text, followed by our response. We are concurrently submitting Amendment No. 7 to Form F-1 (“Amendment No. 7”).

Page references in our responses are to Amendment
No. 7.

Amendment No. 6 to Registration Statement
on Form F-1 filed May 20, 2022

Cover Page

1. Please revise your cover page to summarize the reset price and how and when the exercise price of each
warrant may be adjusted. Where you describe the terms of the warrants in the registration statement, please disclose the purpose of providing
warrant holders the exercise price adjustments, the participation right, and the grant of additional warrants upon a reduction in the
exercise price.

Response: We have revised our disclosure
throughout Amendment No. 7 in response to the Staff’s comment.

2. We note your disclosure that in connection with a Subsequent Placement and an adjustment to the exercise
price of your warrants, “each holder of at least [ ] Warrants shall receive two additional Warrants for each one Warrant held by
such holder on the date of adjustment.” Section 3(f)(vi) of Exhibit 4.4 states that “[i]n the event any adjustment under this
Section 3(e) results in a reduction of the Exercise Price, in aggregate, to 50% of the Initial Exercise Price, then in connection with
such adjustment, each Qualified Holder shall receive two (2) additional Warrants for each one (1) Warrants held by such Qualified Holder
on the date of adjustment.” As Section 3(e) of Exhibit 4.4 appears to relate to “fundamental transactions”, please reconcile
your disclosure and the provision in the warrant agreement, or advise.

Response:
We have re-filed an updated Exhibit 4.4 to clarify that “In the event any adjustment under this Section 3(f) results in a reduction
of the Exercise Price, in aggregate, to 50% of the Initial Exercise Price, then in connection with such adjustment, each Qualified Holder
shall receive two (2) additional Warrants for each one (1) Warrants held by such Qualified Holder on the date of adjustment.”

Patrick Faller and Mitchel Austin

Division of Corporation Finance

Office of Technology

Securities and Exchange Commission

June 1, 2022

Page 2

3. Additionally, please disclose how many warrants a Qualified Holder must hold to receive the additional
warrants on your cover page and in your prospectus. Please also provide a definition of Subsequent Placement and Qualified Holder in your
prospectus together with any other terms necessary to understand the material components and revisions to your form of warrant. Disclose
in your prospectus that Qualified Holders are entitled to a Participation Right and the material terms of this right.

Response:
We have revised our disclosure on our cover page and on page 94 to clarify that a Qualified Holder is a holder of at least 80,646 Warrants
(based on an assumed public offering price of $6.20 per unit, the midpoint of the price range of the units). We also re-filed an updated
Exhibit 4.4 and Exhibit 4.7 to clarify that that a Qualified Holder is a holder of at least 80,646 Warrants (based on an assumed public
offering price of $6.20 per unit, the midpoint of the price range of the units).

Additionally, we revised
our disclosure on page 94 to describe a Participation Right of Qualified Holders.

Finally, we have revised
our disclosure throughout Amendment No. 7 to define any other terms necessary to understand the material components and revisions to our
form of warrant.

Consolidated Financial Statements

Subsequent Events, page F-18

4. Please revise to disclose the date through which you evaluated subsequent events. Refer to ASC 855-10-50-1.

Response:
We respectfully advise the Staff that we evaluated subsequent events through April 6, 2022, as disclosed in note 2.r. on page F-11 of
Amendment No. 7.

General

5. We note you disclose the reset price of the Warrants will be the greater of 50% of the exercise price
of the Warrants on the issuance date and the lowest volume weighted average price per Ordinary Share during a period after closing. In
your prospectus, you disclose this price as “100% of the lowest volume weighted average price per Ordinary Share immediately preceding
the 90th calendar day following the issuance date of the Warrant.” However, Exhibit 4.4 defines this as “100% of the lowest
VWAP occurring during the ninety (90) calendar days following the Issuance Date.” Please advise or reconcile.

Response:
We have revised our disclosure on page 5 to clarify that that the price is “100% of the lowest volume weighted average price per
Ordinary Share occurring during the ninety (90) calendar days following the issuance date of the Warrant.”

6. We note you have filed a Form of Additional Warrant as Exhibit 4.7, in addition to the Forms of Underwriter’s
Warrant, Warrant, and Pre-Funded Warrant, which were previously filed. In your prospectus, please distinguish the Additional Warrants
from your other forms of warrant by defining the term Additional Warrant where you use it.

Response:
We revised our disclosure throughout Amendment No. 7 distinguish the Additional Warrants from your other forms of warrant.

7. Please provide a revised legality opinion that covers the “additional warrants.”

Response: We have re-filed an updated Exhibit
5.2 to provide a revised legality opinion.

*    *    *

Patrick Faller and Mitchel Austin

Division of Corporation Finance

Office of Technology

Securities and Exchange Commission

June 1, 2022

Page 3

If you have any questions or require additional
information, please call our attorney Howard Berkenblit at (617) 338-2979 or Oded Har-Even at (212) 660-5002, each of Sullivan & Worcester
LLP.

Sincerely,

WEARABLE DEVICES LTD.

    By:
    /s/ Asher Dahan

    Chief Executive Officer

United States securities and exchange commission logo
May 27, 2022
Asher Dahan
Chief Executive Officer
Wearable Devices Ltd.
2 Ha-Ta’asiya St.
Yokne’am Illit, 2069803 Israel
Re:Wearable Devices Ltd.
Amendment No. 6 to Registration Statement on Form F-1
Filed May 20, 2022
File No. 333-262838
Dear Mr. Dahan:
            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. 6 to Registration Statement on Form F-1 filed May 20, 2022
Cover Page
1.Please revise your cover page to summarize the reset price and how and when the exercise
price of each warrant may be adjusted.  Where you describe the terms of the warrants in
the registration statement, please disclose the purpose of providing warrant holders the
exercise price adjustments, the participation right, and the grant of additional warrants
upon a reduction in the exercise price.
2.We note your disclosure that in connection with a Subsequent Placement and an
adjustment to the exercise price of your warrants, "each holder of at least [  ] Warrants
shall receive two additional Warrants for each one Warrant held by such holder on the
date of adjustment."  Section 3(f)(vi) of Exhibit 4.4 states that "[i]n the event any
adjustment under this Section 3(e) results in a reduction of the Exercise Price, in

 FirstName LastNameAsher Dahan
 Comapany NameWearable Devices Ltd.
 May 27, 2022 Page 2
 FirstName LastName
Asher Dahan
Wearable Devices Ltd.
May 27, 2022
Page 2
aggregate, to 50% of the Initial Exercise Price, then in connection with such adjustment,
each Qualified Holder shall receive two (2) additional Warrants for each one (1) Warrants
held by such Qualified Holder on the date of adjustment."  As Section 3(e) of Exhibit 4.4
appears to relate to "fundamental transactions", please reconcile your disclosure and the
provision in the warrant agreement, or advise.
3.Additionally, please disclose how many warrants a Qualified Holder must hold to receive
the additional warrants on your cover page and in your prospectus.  Please also provide a
definition of Subsequent Placement and Qualified Holder in your prospectus together with
any other terms necessary to understand the material components and revisions to your
form of warrant.  Disclose in your prospectus that Qualified Holders are entitled to a
Participation Right and the material terms of this right.
Consolidated Financial Statements
Subsequent Events, page F-18
4.Please revise to disclose the date through which you evaluated subsequent events. Refer
to ASC 855-10-50-1.
General
5.We note you disclose the reset price of the Warrants will be the greater of 50% of the
exercise price of the Warrants on the issuance date and the lowest volume weighted
average price per Ordinary Share during a period after closing.  In your prospectus, you
disclose this price as "100% of the lowest volume weighted average price per Ordinary
Share immediately preceding the 90th calendar day following the issuance date of the
Warrant."  However, Exhibit 4.4 defines this as "100% of the lowest VWAP occurring
during the ninety (90) calendar days following the Issuance Date."  Please advise or
reconcile.
6.We note you have filed a Form of Additional Warrant as Exhibit 4.7, in addition to the
Forms of Underwriter's Warrant, Warrant, and Pre-Funded Warrant, which were
previously filed.  In your prospectus, please distinguish the Additional Warrants from
your other forms of warrant by defining the term Additional Warrant where you use it.
7.Please provide a revised legality opinion that covers the "additional warrants."

 FirstName LastNameAsher Dahan
 Comapany NameWearable Devices Ltd.
 May 27, 2022 Page 3
 FirstName LastName
Asher Dahan
Wearable Devices Ltd.
May 27, 2022
Page 3
            You may contact Joseph Cascarano, Senior Staff Accountant, at (202) 551-3376 or
Robert Littlepage, Accounting Branch Chief, at (202) 551-3361 if you have questions regarding
comments on the financial statements and related matters. Please contact Patrick Faller, Staff
Attorney, at (202) 551-4438 or Mitchell Austin, Staff Attorney, at (202) 551-3574 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Oded Har-Even

CORRESP
1
filename1.htm

Wearable
devices ltd.

2 Ha-Ta’asiya Street

Yokne’am Illit, 2069803 Israel

May 6, 2022

Via EDGAR

Patrick Faller

Mitchell Austin

Securities and Exchange Commission

Division of Corporation Finance

Office of Life Sciences

100 F Street, NE

Washington, DC 20549

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

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

Filed April 28, 2022

File No. 333-262838

Dear Sirs:

The purpose of this letter is to respond to the
comment letter of May 4, 2022, received from the staff (the “Staff”) of the U.S. Securities and Exchange Commission regarding
the above-mentioned Amendment No. 4 to the registration statement on Form F-1. For your convenience, your original comments appear in
bold text, followed by our response. We are concurrently submitting Amendment No. 5 to Form F-1 (“Amendment No. 5”).

Page references in our responses are to Amendment
No. 5.

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

Cover page

 1. We note your response to prior comment 5. Disclose on your cover page (and in your discussions of the
Over-Allotment Option on pages 5 and 108) whether the underwriters will receive any commissions or discounts with respect to over-allotment
warrants, in light of the expected price of $0.01. Further, please disclose on your cover page the amount of proceeds that you will receive
if the over-allotment option is exercised entirely for warrants. Lastly, please revise the second to last paragraph on your cover page
(and the related disclosure on page 108) to state the number of “additional Warrants” that may be purchased by the underwriter
in the over-allotment option.

Response: We have
revised our disclosure throughout Amendment No. 5 in response to the Staff’s comment.

*    *    *

Patrick Faller and Mitchel Austin

Division of Corporation Finance

Office of Technology

Securities and Exchange Commission

May 6, 2022

Page 2

If you have any questions or require additional
information, please call our attorney Howard Berkenblit at (617) 338-2979 or Oded Har-Even at (212) 660-5002, each of Sullivan & Worcester
LLP.

Sincerely,

WEARABLE DEVICES LTD.

    By:
    /s/ Asher Dahan

    Chief Executive Officer

United States securities and exchange commission logo
May 4, 2022
Asher Dahan
Chief Executive Officer
Wearable Devices Ltd.
2 Ha-Ta’asiya St.
Yokne’am Illit, 2069803 Israel
Re:Wearable Devices Ltd.
Amendment No. 4 to Registration Statement on Form F-1
Filed April 28, 2022
File No. 333-262838
Dear Mr. Dahan:
            We have reviewed your amended registration statement and have the following
comment.  In our comment, we may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to this comment, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our April 22, 2022 letter.
Amendment No. 4 to Registration Statement on Form F-1
Cover page
1.We note your response to prior comment 5.  Disclose on your cover page (and in your
discussions of the Over-Allotment Option on pages 5 and 108) whether the underwriters
will receive any commissions or discounts with respect to over-allotment warrants, in light
of the expected price of $0.01.  Further, please disclose on your cover page the amount of
proceeds that you will receive if the over-allotment option is exercised entirely for
warrants.  Lastly, please revise the second to last paragraph on your cover page (and the
related disclosure on page 108) to state the number of "additional Warrants" that may be
purchased by the underwriter in the over-allotment option.

 FirstName LastNameAsher Dahan
 Comapany NameWearable Devices Ltd.
 May 4, 2022 Page 2
 FirstName LastName
Asher Dahan
Wearable Devices Ltd.
May 4, 2022
Page 2
            You may contact Joseph Cascarano, Senior Staff Accountant, at (202) 551-3376 or
Robert Littlepage, Accounting Branch Chief, at (202) 551-3361 if you have questions regarding
comments on the financial statements and related matters. Please contact Patrick Faller, Staff
Attorney, at (202) 551-4438 or Mitchell Austin, Staff Attorney, at (202) 551-3574 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Oded Har-Even

CORRESP
1
filename1.htm

Wearable
devices ltd.

2 Ha-Ta’asiya Street

Yokne’am Illit, 2069803 Israel

April 28, 2022

Via EDGAR

Patrick Faller

Mitchell Austin

Securities and Exchange Commission

Division of Corporation Finance

Office of Life Sciences

100 F Street, NE

Washington, DC 20549

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

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

Filed April 6, 2022

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

Filed April 12, 2022

File No. 333-262838

Dear Sirs:

The purpose of this letter is to respond to the
comment letter of April 22, 2022, received from the staff (the “Staff”) of the U.S. Securities and Exchange Commission regarding
the above-mentioned Amendments Nos. 2 and 3 to the registration statement on Form F-1. For your convenience, your original comments appear
in bold text, followed by our response. We are concurrently submitting Amendment No. 4 to Form F-1 (“Amendment No. 4”).

Page references in our responses are to Amendment
No. 4.

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

Cover page

 1. Specify the principal amount of securities to be offered (i.e., volume) in the registration statement
and include all information except that which can be excluded pursuant to Securities Act Rule 430A. In that regard, we also note your
footnote on page 6 that says the “actual number of Units and Underwriter’s Warrants that we will offer and that will be outstanding
after this offering will be determined based on the actual public offering price.” Remove any disclosure stating that the principal
amount of securities to be publicly offered is omitted from your registration statement. For guidance, refer to Securities Act Rules Compliance
and Disclosure Interpretation 227.02.

Response: We have
revised our disclosure throughout Amendment No. 4 in response to the Staff’s comment.

Patrick Faller and Mitchel Austin

Division of Corporation Finance

Office of Technology

Securities and Exchange Commission

April 28, 2022

Page 2

 2. Revise your cover page to clearly state that the actual price of each Unit will fall within the specified
price range. Further, clarify on your cover page when your use of the term “Units” includes the “Pre-funded Units.”
In that regard, we note that your “Use of Proceeds” disclosure solely refers to the Units.

Response: In
response to the Staff’s comment, we have revised the disclosures on the cover page of Amendment No. 4 to clarify that the
actual price of each Unit will fall within the specified price range. Additionally, we have revised the disclosure on the cover page
of Amendment No. 4 to remove the statement, “The actual public offering of the Units will be determined between the
underwriter and us at the time of pricing, considering our historical performance and capital structure, prevailing market
conditions, and overall assessment of our business.”

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 3,600,000 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 3,600,000 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.

 3. We note that you discuss situations in which a purchaser may choose to purchase prefunded units. Please
revise to explain the effects of an investor exceeding the disclosed beneficial ownership amounts, whether an investor must purchase pre-funded
units if the purchase would cause the investor to exceed the disclosed beneficial ownership amounts and whether an investor may purchase
both units and pre-funded units.

Response: In response
to the Staff’s comment, we have revised the cover page of Amendment No. 4 to explain that the effect of an investor exceeding the
disclosed beneficial ownership amounts would be triggering a requirement to make securities filings under the Securities Exchange Act
of 1934, as amended, disclosing such fact; that an investor is not required to purchase pre-funded units if the purchase would cause the
investor to exceed the disclosed beneficial ownership amounts; and that an investor may purchase both units and pre-funded units.

 4. We note your statement that “The underwriter is obligated to take and pay for all the Units offered
by this prospectus if any such Units are taken.” However, this statement does not appear consistent with your underwriting agreement,
whereby the underwriter has certain obligations to purchase the securities, subject to the performance by the Company of its covenants
and other obligations and conditions, and can only decline to purchase the securities for reasons permitted under the underwriting agreement
once it is executed. Please revise or advise.

Response: In response
to the Staff’s comment, we have revised the disclosure on the cover page of Amendment No. 4 to delete the sentence: “The underwriter
is obligated to take and pay for all the Units offered by this prospectus if any such Units are taken.”

Patrick Faller and Mitchel Austin

Division of Corporation Finance

Office of Technology

Securities and Exchange Commission

April 28, 2022

Page 3

 5. We note that you have “granted the underwriter an option to purchase from us, at the public offering
price, less the underwriting discounts and commissions, up to additional Ordinary Shares and/or Pre-Funded Warrants, and/or up to an additional
Warrants, within 45 days from the date of this prospectus to cover over-allotments, if any.” Please explain the reasons for structuring
the over-allotment 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 over-allotments. Also clarify whether the underwriters will receive any commissions or discounts
with respect to over-allotment warrants, in light of the expected price of $0.001. Please disclose the range of proceeds that you will
receive if the over-allotment 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 of Amendment No. 4. 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. 4 as requested.

Management’s Discussion and Analysis of
Financial Condition and Results of Operations Results of Operations, page 44

 6. We note your description of general and administrative expenses includes an increase of approximately
“299 thousand in professional services, as part of our preparation towards an initial public offering.” You separately disclose
97 thousand dollars in “Prospective initial public offering expenses” that “consist of professional service fees relating
to the prospective initial public offering” as an additional line item in the same presentation. Please clarify why these expenses
associated with the IPO are described separately or advise.

Response: In response
to the Staff’s comment, we have revised our disclosure on page 45. Additionally, please note that the professional expenses included
in general and administrative expenses were bookkeeping, financial services and audit expenses that are statutorily required for an Israeli
corporation; however, such expenses were higher in 2021 due to the preparation of the Company’s financial reporting for the initial
public offering process, while the “prospective initial public offering expenses” include only specifically identifiable incremental
expenses directly related to the preparation and filing of the registration statement on Form F-1 such as legal and printing expenses.

Our Products, page 56

 7. On page 43 you state that the Mudra Band is expected to ship in the second quarter of 2022, but disclose
on page 56 that the Mudra Band is expected to ship in the first quarter of 2022. Please reconcile or advise.

Response: In response
to the Staff’s comment, we have revised our disclosure on page 56 to reconcile the statements.

Patrick Faller and Mitchel Austin

Division of Corporation Finance

Office of Technology

Securities and Exchange Commission

April 28, 2022

Page 4

Limitations on the Right to Own Securities
in Our Company, page 91

 8. You disclose that “There are no limitations on the right to own our securities.” However,
the description of your warrants and pre-funded warrants describes beneficial ownership limitations above certain thresholds. Please revise
or advise.

Response: In response
to the Staff’s comment, we have revised our disclosure on page 91 of Amendment No. 4 to specify where information regarding certain
limitations to ownership can be found.

Description of the Securities We are Offering

Warrants, page 93

 9. We note on your cover page that you state the “assumed” exercise price of each warrant will
be $6.20, 100% of the public offering price per Unit. However, on page 93 you do not refer to an assumed exercise price and instead state
that the exercise price of your warrants “is $6.20 per share, which is 100% of the public offering price.” Clarify the exercise
price of your warrants and how it will be determined. For example, if the exercise price is to be 100% of the public offering price of
a Unit, revise so this is clearly stated.

Response: In response
to the Staff’s comment, we have revised our disclosure on page 93 of Amendment No. 4.

Consolidated Financial Statements

Note 4. Commitments and Contingencies, page
F-12

 10. Please clarify the nature of the contingencies related to the IIA and IMEI grants by defining the term
“entitled future sales,” including describing the entitlements, sales thresholds and time-lines, if any.

Response: We respectfully
advise the Staff that royalty payments with respect to the grants received from the IIA are contingent and based upon 3%-3.5% of the sale
of products developed with the funds provided by the IIA (currently all of the Company’s revenues, as described on pageA-3 of Exhibit
10.4, filed on April 12, 2022).

There are no sales or revenues thresholds; however,
the aggregated royalty payments shall not exceed the grant U.S. dollar principal amounts plus accrued interest. The royalty payments to
the IIA are on a semi-annual basis.

Royalty payments with respect to the grant received
from the IMEI are contingent upon growth achievement of revenues of the Mudra Band product in the United States of more than NIS 1 million
(approximately $311 thousand) in each year compared to such revenues in 2020 (the base year). The royalty payments are calculated as 3%
annually of the excess of Company’s annual revenues from the Mudra Band in the U.S. market in each year commencing 2022 over the Company’s
2020 actual revenues from the U.S. market plus NIS 1 million (i.e., 3% on revenues in the U.S. market in each year exceeding approximately
$311 thousand). The royalty payments to the IMEI are on an annual basis.

We have revised our disclosure on page 47 to include
the foregoing additional clarifications.

Patrick Faller and Mitchel Austin

Division of Corporation Finance

Office of Technology

Securities and Exchange Commission

April 28, 2022

Page 5

Note 6. Shareholders’ Deficit

b. Share-based compensation, page F-14

 11. We note you have an estimated offering price. As previously requested please provide us an analysis
explaining the reasons for the differences between the recent valuations of your common stock leading up to the IPO and the estimated
offering price for all equity related transactions through the effectiveness date of the registration statement.

Response: We respectfully
advise the Staff that we completed the most recent and significant equity transaction in April 2021 at an implied price per share of $2.25.
This equity transaction was between the Company and third party, new investors.

Based on consultation with the underwriter, our
prospects, prospects for the wearable computing and consumer electronics industry, the general market condition, and the recent market
prices of, and the demand for, publicly traded shares of generally comparable companies in the wearable computing and consumer electronics
industry, we anticipated at the original filing date that the initial public offering price (the “IPO”), would be at $5.00
per share.

During April 2022, the prospective initial public
offering structure was changed to include additional warrants and the price range for the IPO was increased. The price was adjusted to
reflect the added warrant to $6.20 per unit, the mid-point of the updated range.

As for the options granted on November 1, 2021
- the fair values of the options were determined, as of the grant date, using the Black-Scholes option pricing model, taking into consideration
a share price of $2.53, considering the implied share price of $2.25 of the April 2021 share purchase agreement and management best estimate
of 10% likelihood of a successful initial public offering at target price of $5.00 per share, as to the premature early stage of the process
(prior to filing a first draft of a registration statement).

As for the options granted on January 23, 2022
- the fair values as of the grant date, were determined using the Black-Scholes option pricing model, taking into

United States securities and exchange commission logo
April 22, 2022
Asher Dahan
Chief Executive Officer
Wearable Devices Ltd.
2 Ha-Ta’asiya St.
Yokne’am Illit, 2069803 Israel
Re:Wearable Devices Ltd.
Amendment No. 2 to Registration Statement on Form F-1
Filed April 6, 2022
Amendment No. 3 to Registration Statement on Form F-1
Filed April 12, 2022
File No. 333-262838
Dear Mr. Dahan:
            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 24, 2022 letter.
Amendment No. 2 to Registration Statement on Form F-1
Cover page
1.Specify the principal amount of securities to be offered (i.e., volume) in the registration
statement and include all information except that which can be excluded pursuant to
Securities Act Rule 430A.  In that regard, we also note your footnote on page 6 that says
the "actual number of Units and Underwriter’s Warrants that we will offer and that will be
outstanding after this offering will be determined based on the actual public offering
price."  Remove any disclosure stating that the principal amount of securities to be
publicly offered is omitted from your registration statement.  For guidance, refer to

 FirstName LastNameAsher Dahan
 Comapany NameWearable Devices Ltd.
 April 22, 2022 Page 2
 FirstName LastName
Asher Dahan
Wearable Devices Ltd.
April 22, 2022
Page 2
Securities Act Rules Compliance and Disclosure Interpretation 227.02.
2.Revise your cover page to clearly state that the actual price of each Unit will fall within
the specified price range.  Further, clarify on your cover page when your use of the
term "Units" includes the "Pre-funded Units."  In that regard, we note that your "Use of
Proceeds" disclosure solely refers to the Units.
3.We note that you discuss situations in which a purchaser may choose to purchase pre-
funded units.  Please revise to explain the effects of an investor exceeding the disclosed
beneficial ownership amounts, whether an investor must purchase pre-funded units if
the purchase would cause the investor to exceed the disclosed beneficial ownership
amounts and whether an investor may purchase both units and pre-funded units.
4.We note your statement that "The underwriter is obligated to take and pay for all the Units
offered by this prospectus if any such Units are taken."  However, this statement does not
appear consistent with your underwriting agreement, whereby the underwriter has certain
obligations to purchase the securities, subject to the performance by the Company of its
covenants and other obligations and conditions, and can only decline to purchase the
securities for reasons permitted under the underwriting agreement once it is executed.
Please revise or advise.
5.We note that you have "granted the underwriter an option to purchase from us, at the
public offering price, less the underwriting discounts and commissions, up to additional
Ordinary Shares and/or Pre-Funded Warrants, and/or up to an additional Warrants, within
45 days from the date of this prospectus to cover over-allotments, if any."  Please explain
the reasons for structuring the over-allotment 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 over-allotments.  Also clarify whether the underwriters will receive
any commissions or discounts with respect to over-allotment warrants, in light of the
expected price of $0.001.  Please disclose the range of proceeds that you will receive if the
over-allotment option is exercised entirely for shares, on the one hand, or for warrants, on
the other hand.
Management's Discussion and Analysis of Financial Condition and Results of Operations
Results of Operations, page 44
6.We note your description of general and administrative expenses includes an increase of
approximately "299 thousand in professional services, as part of our preparation towards
an initial public offering."  You separately disclose 97 thousand dollars in "Prospective
initial public offering expenses" that "consist of professional service fees relating to the
prospective initial public offering" as an additional line item in the same presentation.
Please clarify why these expenses associated with the IPO are described separately or
advise.

 FirstName LastNameAsher Dahan
 Comapany NameWearable Devices Ltd.
 April 22, 2022 Page 3
 FirstName LastName
Asher Dahan
Wearable Devices Ltd.
April 22, 2022
Page 3
Our Products, page 56
7.On page 43 you state that the Mudra Band is expected to ship in the second quarter of
2022, but disclose on page 56 that the Mudra Band is expected to ship in the first quarter
of 2022.  Please reconcile or advise.
Limitations on the Right to Own Securities in Our Company, page 91
8.You disclose that "There are no limitations on the right to own our securities."  However,
the description of your warrants and pre-funded warrants describes beneficial ownership
limitations above certain thresholds.  Please revise or advise.
Description of the Securities We are Offering
Warrants, page 93
9.We note on your cover page that you state the "assumed" exercise price of each warrant
will be $6.20, 100% of the public offering price per Unit.  However, on page 93 you do
not refer to an assumed exercise price and instead state that the exercise price of your
warrants "is $6.20 per share, which is 100% of the public offering price."  Clarify the
exercise price of your warrants and how it will be determined.  For example, if the
exercise price is to be 100% of the public offering price of a Unit, revise so this is clearly
stated.
Consolidated Financial Statements
Note 4. Commitments and Contingencies, page F-12
10.Please clarify the nature of the contingencies related to the IIA and IMEI grants by
defining the term "entitled future sales," including describing the entitlements, sales
thresholds and time-lines, if any.
Note 6. Shareholders' Deficit
b. Share-based compensation, page F-14
11.We note you have an estimated offering price.  As previously requested please provide us
an analysis explaining the reasons for the differences between the recent valuations of
your common stock leading up to the IPO and the estimated offering price for all equity
related transactions through the effectiveness date of the registration statement.

 FirstName LastNameAsher Dahan
 Comapany NameWearable Devices Ltd.
 April 22, 2022 Page 4
 FirstName LastName
Asher Dahan
Wearable Devices Ltd.
April 22, 2022
Page 4
            You may contact Joseph Cascarano, Senior Staff Accountant, at (202) 551-3376 or
Robert Littlepage, Accounting Branch Chief, at (202) 551-3361 if you have questions regarding
comments on the financial statements and related matters.  Please contact Patrick Faller, Staff
Attorney, at (202) 551-4438 or Mitchell Austin, Staff Attorney, at (202) 551-3574 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Oded Har-Even

CORRESP
1
filename1.htm

Wearable
devices ltd.

2 Ha-Ta’asiya Street

Yokne’am Illit, 2069803 Israel

April 6, 2022

Via EDGAR

Patrick Faller

Mitchell Austin

Securities and Exchange Commission

Division of Corporation Finance

Office of Life Sciences

100 F Street, NE

Washington, DC 20549

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

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

Filed March 15, 2022

File No. 333-262838

Dear Sirs:

The purpose of this letter is to respond to the
comment letter of March 24, 2022, received from the staff (the “Staff”) of the U.S. Securities and Exchange Commission regarding
the above-mentioned Amendment No. 1 to the registration statement on Form F-1. For your convenience, your original comments appear in
bold text, followed by our response. We are concurrently submitting Amendment No. 2 to Form F-1 (“Amendment No. 2”).

Page references in our responses are to Amendment
No. 2.

Amendment No. 1 to Registration Statement
on Form F-1 filed March 15, 2022

Exclusive Forum, page 93

 1. We note that your Amended and Restated Articles of Association
to be in effect upon the consummation of your offering provide that the federal district courts of the United States shall be the sole
and exclusive forum for any claim asserting a cause of action arising under the Securities Act. In light of the concurrent jurisdiction
created by the Securities Act, please revise to also state that investors cannot waive compliance with the federal securities laws and
the rules and regulations thereunder. Additionally, please revise to include a risk factor addressing the risks to the shareholders of
this exclusive forum provision, 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.

Response: We have revised our
disclosure on pages 34 and 93 in response to the Staff’s comment.

Patrick Faller and Mitchel Austin

Division of Corporate Finance

Office of Technology

Securities and Exchange Commission

April 6, 2022

Page 2

Taxation, page 94

 2. Please advise whether you intend to provide an opinion on
the material foreign tax consequences. For guidance, consider Section III and footnote 40 of Staff Legal Bulletin No. 19 (October 14,
2011).

Response: We have considered Section
III of Staff Legal Bulletin No. 19 (“Bulletin 19”) and footnote 40 therein. We have reviewed our disclosure under “Israeli
Tax Considerations and Government Programs—Taxation of our Shareholders” on page 99 in light of Bulletin 19. Bulletin 19 requires
an opinion on tax matters where “the tax consequences are material to an investor and a representation as to tax consequences is
set forth in the filing.” Bulletin 19 states that examples of transactions involving material tax consequences are those “offering
significant tax benefits or where the tax consequences are so unusual or complex that investors would need to have the benefit of an expert’s
opinion to understand the tax consequences in order to make an informed investment decision.” Based on our current disclosure, we
believe there is nothing in the application of Israeli tax to shareholders, that is either unusual or complex. Specifically, the disclosure
on page 99 states that non-Israeli residents are not subject to Israeli capital gains tax absent unusual circumstances that would not
apply to any typical U.S. investor. In addition, the disclosure states that there is no Israeli estate or gift tax. Based on the foregoing
and the absence of any unusual or complex consequences under Israeli law, we believe that a tax opinion is not required.

*    *    *

If you have any questions or require additional
information, please call our attorney Howard Berkenblit at (617) 338-2979 or Oded Har-Even at (212) 660-5002, each of Sullivan & Worcester
LLP.

Sincerely,

WEARABLE DEVICES LTD.

    By:
    /s/ Asher Dahan

    Chief Executive Officer

United States securities and exchange commission logo
March 24, 2022
Asher Dahan
Chief Executive Officer
Wearable Devices Ltd.
2 Ha-Ta’asiya St.
Yokne’am Illit, 2069803 Israel
Re:Wearable Devices Ltd.
Amendment No. 1 to Registration Statement on Form F-1
Filed March 15, 2022
File No. 333-262838
Dear Mr. Dahan:
            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
Exclusive Forum, page 93
1.We note that your Amended and Restated Articles of Association to be in effect upon the
consummation of your offering provide that the federal district courts of the United States
shall be the sole and exclusive forum for any claim asserting a cause of action arising
under the Securities Act.  In light of the concurrent jurisdiction created by the Securities
Act, please revise to also state that investors cannot waive compliance with the federal
securities laws and the rules and regulations thereunder.  Additionally, please revise to
include a risk factor addressing the risks to shareholders of this exclusive forum provision,
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.

 FirstName LastNameAsher Dahan
 Comapany NameWearable Devices Ltd.
 March 24, 2022 Page 2
 FirstName LastName
Asher Dahan
Wearable Devices Ltd.
March 24, 2022
Page 2
Taxation, page 94
2.Please advise whether you intend to provide an opinion on the material foreign tax
consequences.  For guidance, consider Section III and footnote 40 of Staff Legal Bulletin
No. 19 (October 14, 2011).
            You may contact Joseph Cascarano, Senior Staff Accountant, at (202) 551-3376 or
Robert Littlepage, Accounting Branch Chief, at (202) 551-3361 if you have questions regarding
comments on the financial statements and related matters.  Please contact Patrick Faller, Staff
Attorney, at (202) 551-4438 or Mitchell Austin, Staff Attorney, at (202) 551-3574 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Oded Har-Even

CORRESP
1
filename1.htm

Wearable
devices ltd.

2 Ha-Ta’asiya Street

Yokne’am Illit, 2069803 Israel

March 14, 2022

Via EDGAR

Patrick Faller

Mitchell Austin

Securities and Exchange Commission

Division of Corporation Finance

Office of Life Sciences

100 F Street, NE

Washington, DC 20549

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

    Registration Statement on Form F-1

Filed February 18, 2022

File No. 333-262838

Dear Sirs:

The purpose of this letter is to respond to the
comment letter of March 8, 2022, received from the staff (the “Staff”) of the U.S. Securities and Exchange Commission regarding
the above-mentioned registration statement on Form F-1. For your convenience, your original comments appear in bold text, followed by
our response. We are concurrently submitting Amendment No. 1 to Form F-1 (“Amendment No. 1”).

Page references in our responses are to Amendment
No. 1.

Registration Statement on Form F-1 filed
February 18, 2022

Note 6. Subsequent Events, page F-23

 1. Please revise to disclose the date through which you evaluated subsequent events. Refer to ASC 855-10-50-1(a).
Similar revisions apply to your year-end disclosures.

Response: We have revised our disclosure on
page F-22 of Amendment No. 1 in response to the Staff’s comment. For the year-end disclosure, please refer to Note 2(q) on page
F-11.

 2. If material, please revise to disclose the amount of stock-based compensation associated with each
stock award grants subsequent to your quarter end. Refer to ASC 855-10-50-2.

Response: We have revised our disclosure
on page F-15 and F-23 of Amendment No. 1 in response to the Staff’s comment.

Exhibits

 3. We note that certain attachments were omitted from Exhibit 10.4, including the benefit track no. 1
- R&D Fund ("Track"). Please refile the agreement to include this attachment and any other material attachments, or advise.
Consider Item 601(a)(5) of Regulation SK.

Response: In response to the Staff’s
Comment, we have refiled Exhibit 10.4 and revised our disclosure on page II-3 to file the benefit track no. 1 - R&D Fund (“Track”)
document, which contains the rules set forth by the research committee for executing the provisions of the Track and Innovation Law, and
the rules and procedures set forth thereunder. Any additional attachments described in Exhibit 10.4 concern royalty payment provisions
and restrict how we may use our technology, which same was fully disclosed in response to the Staff’s February 28, 2022 letter,
Comment No. 6. We consider any additional attachments to be non-material pursuant to Item 601(a)(5) of Regulation SK.

Furthermore, we would like to clarify that approval
of the committee that is responsible for operating the Track was superseded by the Israeli Innovation Authority’s final approval
(Exhibit A to Exhibit 10.4), which was issued after we had executed the letter of undertaking, which constitutes Exhibit 10.4.

Patrick Faller and Mitchel Austin

Division of Corporate Finance

Office of Technology

Securities and Exchange Commission

March 14, 2022

Page 2

 4. We note your response to prior comment 3 and the Share Purchase Agreement filed as Exhibit 10.3 to
your registration statement. It appears from the Share Purchase Agreement that you entered into additional "Financing Agreements"
with various lenders. Please file a copy of these agreements and disclose the material terms of the Share Purchase Agreement and the Financing
Agreements in your prospectus. We also note that the lock-up period described in the Share Purchase Agreement begins 180 days after the
closing date of your initial public offering, but the form of lock-up agreement has been omitted from Exhibit D. Please refile the exhibit
to include the form of lock-up agreement. Further, we note that Exhibit A-1 appears to redact or omit information, including certain dates
and amounts that are referenced in the agreement. Please include this information in the refiled agreement or advise.

Response: We respectfully advise the Staff
that the convertible loan agreements referenced have previously been converted to ordinary shares. As a result, we believe that, given
the fact that such investments were converted to ordinary shares, the financing agreements underlying such shares are not material and
do not require disclosure in the prospectus. We have refiled Exhibits A-1 and D to Exhibit 10.3 to in response to the Staff’s comment.
We note that Exhibit A-1 of the executed copy of Exhibit 10.3 included only the names of the Lenders without the execution dates or amounts,
but we have filled in those columns for clarity.

*    *    *

If you have any questions or require additional
information, please call our attorney Howard Berkenblit at (617) 338-2979 or Oded Har-Even at (212) 660-5002, each of Sullivan & Worcester
LLP.

Sincerely,

WEARABLE DEVICES LTD.

    By:
    /s/ Asher Dahan

    Chief Executive Officer

United States securities and exchange commission logo
March 8, 2022
Asher Dahan
Chief Executive Officer
Wearable Devices Ltd.
2 Ha-Ta’asiya St.
Yokne’am Illit, 2069803 Israel
Re:Wearable Devices Ltd.
Registration Statement on Form F-1
Filed February 18, 2022
File No. 333-262838
Dear Mr. Dahan:
            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 February 1, 2022 letter.
Registration Statement on Form F-1 filed February 18, 2022
Note 6. Subsequent Events, page F-23
1.Please revise to disclose the date through which you evaluated subsequent events. Refer
to ASC 855-10-50-1(a). Similar revisions apply to your year-end disclosures.
2.If material, please revise to disclose the amount of stock-based compensation associated
with each stock award grants subsequent to your quarter end. Refer to ASC 855-10-50-2.
Exhibits
3.We note that certain attachments were omitted from Exhibit 10.4, including the benefit
track no. 1 - R&D Fund ("Track").  Please refile the agreement to include this attachment

 FirstName LastNameAsher Dahan
 Comapany NameWearable Devices Ltd.
 March 8, 2022 Page 2
 FirstName LastName
Asher Dahan
Wearable Devices Ltd.
March 8, 2022
Page 2
and any other material attachments, or advise.  Consider Item 601(a)(5) of Regulation S-
K.
4.We note your response to prior comment 3 and the Share Purchase Agreement filed as
Exhibit 10.3 to your registration statement.  It appears from the Share Purchase
Agreement that you entered into additional "Financing Agreements" with various lenders.
Please file a copy of these agreements and disclose the material terms of the Share
Purchase Agreement and the Financing Agreements in your prospectus.  We also note that
the lock-up period described in the Share Purchase Agreement begins 180 days after the
closing date of your initial public offering, but the form of lock-up agreement has been
omitted from Exhibit D.  Please refile the exhibit to include the form of lock-up
agreement.  Further, we note that Exhibit A-1 appears to redact or omit information,
including certain dates and amounts that are referenced in the agreement.  Please include
this information in the refiled agreement or advise.
            You may contact Joseph Cascarano, Senior Staff Accountant, at (202) 551-3376 or
Robert Littlepage, Accounting Branch Chief, at (202) 551-3361 if you have questions regarding
comments on the financial statements and related matters.  Please contact Patrick Faller, Staff
Attorney, at (202) 551-4438 or Mitchell Austin, Staff Attorney, at (202) 551-3574 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Oded Har-Even

CORRESP
1
filename1.htm

Wearable
devices ltd.

2 Ha-Ta’asiya Street

Yokne’am Illit, 2069803 Israel

February 25, 2022

Via EDGAR

Patrick Faller

Mitchell Austin

Securities and Exchange Commission

Division of Corporation Finance

Office of Technology

100 F Street, NE

Washington, DC 20549

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

    Registration Statement on Form F-1 (File No. 333-262838)

    Filed on February 18, 2022

    CIK No. 0001887673

Dear Sirs:

Set forth below is information
in response to comment number 21 contained in the letter to the Company dated December 21, 2021 from the staff (the “Staff”)
of the Securities and Exchange Commission (the “Commission”) relating to the Draft Registration Statement on Form F-1 that
was originally confidentially submitted to the Commission on November 23, 2021, as subsequently revised and publicly filed by the Company
on February 18, 2022 to include a price range (the “Registration Statement”).

The Company’s discussion
of its determination of the fair value of the ordinary shares underlying the valuation of the options granted is primarily contained in
response to comment 5 contained in the letter to the Company dated February 1, 2022 from the Staff and that was filed together with the
Registration Statement on February 18, 2022.

Below we provide additional information
regarding the analysis explaining the reasons for the differences between the recent valuations of our ordinary shares leading up to the
initial public offering and the estimated offering price.

Price Range

We completed the most recent
and significant equity transaction in April 2021 at an implied price per share of $2.25. This equity transaction was between us and third-party
new investors. Prior to that, in 2019, 2018 and 2017, we entered into convertible security agreements with an implied price per share
ranging from $1.69 to $0.79.

Based on consultation with
the underwriter, our prospects, prospects for the wearable computing and consumer electronics industry, the general market condition,
and the recent market prices of, and the demand for, publicly traded shares of generally comparable companies in the wearable computing
and consumer electronics industry, we advise the Staff that we currently anticipate that the initial public offering price (the “IPO”)
will be between $4.00 and $6.00 (the “Price Range”), resulting in a midpoint of the Price Range of $5.00 per share. The
Price Range implies a pre-money valuation range for our Company of $44.5 million to $66.8 million and reflects the change in our valuation
due to the events that occurred in the last year, including:

    •

    the progress of our research and development for the Mudra Band for Apple Watch, including major advancements in algorithm accuracy and software iOS compatibility;

Patrick Faller and Mitchell Austin

Division of Corporation Finance

Office of Technology

Securities and Exchange Commission

February 25, 2022

Page 2

    •

    the progress of our manufacturing and operations for the Mudra Band for Apple Watch, including production of the first product batch with customer shipments commencing in the first quarter of 2022;

    •

    the progress of our brand and business awareness, and pre-orders of the Mudra Band product, including dozens of earned media publications in 19 languages;

    •

    sale of our business-to-business (B2B) development kit and collaboration with several technology leading companies, thus strengthening our business model to license our technology into other companies’ consumer products;

    •

    external market conditions affecting the wearable devices industry, such as increased awareness for advanced technology and remote work communication as a result of COVID-19;

    •

    the likelihood of achieving a liquidity event for the holders of our Ordinary Shares, such as the IPO, given prevailing market conditions; and

    •

    our move to the production phase of our business-to-consumer (B2C) products at the end of 2021 and early 2022.

*    *    *

If you have any questions or require additional information, please call
our attorneys Howard Berkenblit at (617) 338-2979 or Oded Har-Even at (212) 660-5002, of Sullivan & Worcester LLP.

Sincerely,

WEARABLE DEVICES LTD.

    By:
    /s/ Asher Dahan

    Asher Dahan

    Chief Executive Officer

CORRESP
1
filename1.htm

Wearable
devices ltd.

2 Ha-Ta’asiya Street

Yokne’am Illit, 2069803 Israel

February 18, 2022

Via EDGAR

Patrick Faller

Mitchell Austin

Securities and Exchange Commission

Division of Corporation Finance

Office of Technology

100 F Street, NE

Washington, DC 20549

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

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

    Submitted January 18, 2022

    CIK No. 0001887673

Dear Sirs:

The purpose of this letter is to respond to the comment letter of February
1, 2022 received from the staff (the “Staff”) of the U.S. Securities and Exchange Commission regarding the above-mentioned
amended draft registration statement on Form F-1. For your convenience, your original comments appear in bold text, followed by our response.
We are concurrently publicly filing the registration statement on Form F-1 (the “Registration Statement”).

Page references in our response are to the Registration Statement.

Amendment No. 1 to Draft Registration Statement on Form F-1 submitted
January 18, 2022

Our internal control over financial reporting does not currently...,
page 34

    1.

    We note your response to our prior comment 6. Please revise your
    disclosure to state whether the material weakness has been fully remediated. If not, revise to disclose how long you estimate it
    will take to complete your remediation plan.

Response: We have revised our disclosure on page 34.

Off-Balance Sheet Arrangements, page 48

    2.

    We note your response to our prior comment 10. Confirm whether
you have agreed or amended your applicable agreements to provide that the Secured Overnight Financing Rate (SOFR) will replace LIBOR
for purposes of calculating accrued interest on your IIA grants or if you are referring to SOFR as an expected replacement rate. Please
advise or clarify your disclosure on page 48 of your prospectus accordingly.

Response: We have revised our disclosure on page 48.

Related Party Transactions, page 88

    3.
    We note your response to our prior comment 16; however, we continue to believe Item 601 of Regulation S-K requires your agreement with Alpha Capital Anstalt to be filed as an exhibit. In this regard, we note that this offering cannot be completed without the prior written consent of Alpha Capital Anstalt.

Response: We have revised our disclosure on page II-2 to file the
agreement with Alpha Capital Anstalt as exhibit 10.3 in response to the Staff’s comment.

Patrick Faller and Mitchell Austin

Division of Corporation Finance

Office of Technology

Securities and Exchange Commission

February 18, 2022

Page 2

    4.
    In response to prior comment 17, you revised to disclose that the provision stating that Hubble will not be involved in certain aspects related to sensitive personal data maintained or collected on U.S. citizens by your U.S. businesses is a safeguard to protect your sensitive and proprietary information. As this provision appears to focus on the personal data of U.S. citizens, please tell us whether this provision was added to comply with any U.S. laws or regulations. Additionally, please note that we may have additional comments once your letter agreement with Hubble is filed.

Response: We were informed that on February 8, 2022, Hubble sold
all of its ordinary shares of our company to OurCrowd General Partner, L.P. As a result, our letter agreement with Hubble is no longer
currently in effect and Hubble has no continuing rights because they no longer hold our ordinary shares (nor did such rights transfer
to OurCrowd General Partner, L.P.). Accordingly, we no longer intend to include the letter agreement with Hubble as an exhibit to the
Registration Statement.

Note 6. Shareholders' Deficit

b. Share-based compensation, page F-13

    5.
    We note your response to comment 21. Please clarify in your disclosure how you determined the implied share price based on the December 2019 convertible security agreement.

Response: We have revised our disclosure on
page F-13.

Furthermore, please note that the December 2019 convertible security agreement
was based on our valuation (the “Valuation”) of $14 million and $1.22 price per share on a fully diluted basis (and certain
assumptions with respect to the conversion price per share of previously issued convertible securities, as described on page F-13 of the
Registration Statement). The conversion price per share was determined based on the higher of $1.22 per share and 80% of the price per
share in an issuance of our equity securities to one or more investors. In April 2021, the convertible security was converted to our ordinary
shares based on $1.22 per share. If the Valuation had not exceeded $17.5 million, the conversion price per share would have been less
than $1.22. Thus, the implied price per share in December 2019 did not exceed $1.22, which was used in the actual conversion in April
2021, as the price per share for calculation of the share-based compensation granted in 2019 and 2020 and best approximates our price
per share at the said grants period.

Exhibits

    6.

    We note your response to prior comment 22 and your disclosures
    on page 29; however, we continue to believe Item 601 of Regulation S-K requires your agreement with the Israeli Innovation Authority
    (IIA) to be filed as an exhibit. In this regard, we note, among other considerations, that the agreement contains royalty payment
    provisions and restricts how you may use your technology. Accordingly, please file this agreement as an exhibit. Additionally, please
    revise your disclosure on page 29 to clarify the "know-how, technology or products" that were developed under IIA programs
    and are subject to the restrictions discussed in this risk factor.

Response: We have revised our disclosure on page II-2 to file the
agreement with the Israeli Innovation Authority as exhibit 10.4 in response to the Staff’s comment. Additionally, we have revised
our disclosure on page 29 in response to the Staff’s comment.

*    *    *

If you have any questions or require additional information, please call
our attorneys Howard Berkenblit at (617) 338-2979 or Oded Har-Even at (212) 660-5002, of Sullivan & Worcester LLP.

Sincerely,

WEARABLE DEVICES LTD.

    By:
    /s/ Asher Dahan

    Asher Dahan

    Chief Executive Officer

United States securities and exchange commission logo
February 1, 2022
Asher Dahan
Chief Executive Officer
Wearable Devices Ltd.
2 Ha-Ta’asiya St.
Yokne’am Illit, 2069803 Israel
Re:Wearable Devices Ltd.
Amendment No. 1 to
Draft Registration Statement on Form F-1
Submitted January 18, 2022
CIK No. 0001887673
Dear Mr. Dahan:
            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.  Unless otherwise noted, where prior comments are referred to they refer to our letter
dated December 21, 2021.
Amendment No. 1 to Draft Registration Statement on Form F-1
Our internal control over financial reporting does not currently..., page 34
1.We note your response to our prior comment 6.  Please revise your disclosure to state
whether the material weakness has been fully remediated.  If not, revise to disclose how
long you estimate it will take to complete your remediation plan.
Off-Balance Sheet Arrangements, page 48
2.We note your response to our prior comment 10.  Confirm whether you have agreed or
amended your applicable agreements to provide that the Secured Overnight Financing

 FirstName LastNameAsher Dahan
 Comapany NameWearable Devices Ltd.
 February 1, 2022 Page 2
 FirstName LastName
Asher Dahan
Wearable Devices Ltd.
February 1, 2022
Page 2
Rate (SOFR) will replace LIBOR for purposes of calculating accrued interest on your IIA
grants or if you are referring to SOFR as an expected replacement rate.  Please advise or
clarify your disclosure on page 48 of your prospectus accordingly.
Related Party Transactions, page 88
3.We note your response to our prior comment 16; however, we continue to believe Item
601 of Regulation S-K requires your agreement with Alpha Capital Anstalt to be filed as
an exhibit.  In this regard, we note that this offering cannot be completed without the prior
written consent of Alpha Capital Anstalt.
4.In response to prior comment 17, you revised to disclose that the provision stating that
Hubble will not be involved in certain aspects related to sensitive personal data
maintained or collected on U.S. citizens by your U.S. businesses is a safeguard to protect
your sensitive and proprietary information.  As this provision appears to focus on the
personal data of U.S. citizens, please tell us whether this provision was added to comply
with any U.S. laws or regulations.  Additionally, please note that we may have additional
comments once your letter agreement with Hubble is filed.
Note 6. Shareholders' Deficit
b. Share-based compensation, page F-13
5.We note your response to comment 21.  Please clarify in your disclosure how you
determined the implied share price based on the December 2019 convertible security
agreement.
Exhibits
6.We note your response to prior comment 22 and your disclosures on page 29; however,
we continue to believe Item 601 of Regulation S-K requires your agreement with the
Israeli Innovation Authority (IIA) to be filed as an exhibit.  In this regard, we note, among
other considerations, that the agreement contains royalty payment provisions and restricts
how you may use your technology.  Accordingly, please file this agreement as an exhibit.
Additionally, please revise your disclosure on page 29 to clarify the "know-how,
technology or products" that were developed under IIA programs and are subject to the
restrictions discussed in this risk factor.

 FirstName LastNameAsher Dahan
 Comapany NameWearable Devices Ltd.
 February 1, 2022 Page 3
 FirstName LastName
Asher Dahan
Wearable Devices Ltd.
February 1, 2022
Page 3
            You may contact Joseph Cascarano, Senior Staff Accountant, at (202) 551-3376 or
Robert Littlepage, Accounting Branch Chief, at (202) 551-3361 if you have questions regarding
comments on the financial statements and related matters.  Please contact Patrick Faller, Staff
Attorney, at (202) 551-4438 or Mitchell Austin, Staff Attorney, at (202) 551-3574 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Oded Har-Even

United States securities and exchange commission logo
December 21, 2021
Asher Dahan
Chief Executive Officer
Wearable Devices Ltd.
2 Ha-Ta’asiya St.
Yokne’am Illit, 2069803 Israel
Re:Wearable Devices Ltd.
Draft Registration Statement on Form F-1
Submitted November 23, 2021
CIK No. 0001887673
Dear Mr. Dahan:
            We have reviewed your draft registration statement and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Draft Registration Statement on Form F-1 submitted November 23, 2021
Table of Contents, page i
1.You state that you have not independently verified the information contained in certain
third-party publications.  As this statement may imply an inappropriate disclaimer of
responsibility with respect to the third-party information, please either delete this
statement or specifically state that you are liable for such information.

Prospectus Summary, page 1
2.In order to provide context for the current stage of your business, please revise your
summary to disclose your revenues and net loss for each period presented in your

 FirstName LastNameAsher Dahan
 Comapany NameWearable Devices Ltd.
 December 21, 2021 Page 2
 FirstName LastNameAsher Dahan
Wearable Devices Ltd.
December 21, 2021
Page 2
financial statements.
3.Please revise to disclose the basis for your assertions that your “technology is setting the
standard input interface for the Metaverse” and that you have a “unique world-leading
sensor to capture neural signals.”  Refer to Item 4.B.7 of Form 20-F.
4.You state that over 100 companies have purchased your Mudra Inspire development kit
and that your objective with these companies is to commercialize your Mudra technology
by licensing it for integration in the hardware and software of these companies' products
and services.  Please revise to also disclose the number of companies that currently license
your Mudra technology.
Risk Factors
The JOBS Act will allow us to postpone the date by which we must comply with..., page 24
5.You state here that you are electing not to take advantage of the extended transition period
for complying with new or revised accounting standards.  Please expand your disclosure
to clarify that your election to not use this extended transition period for complying with
new or revised accounting standards is irrevocable.
Our internal control over financial reporting does not currently..., page 34
6.The heading to this risk factor states that you have identified a material weakness in your
financial reporting closing process.  Please revise to describe the material weakness and
the status of your remediation efforts.  If the material weakness has not been fully
remediated, revise to disclose how long you estimate it will take to complete your plan
and disclose any associated material costs that you have incurred or expect to incur.
Results of Operations, page 43
7.We note your disclosure on page 22 that you have foreign currency derivative
instruments.  Please revise your discussion of your results of operations to include
information regarding the impact of foreign currency fluctuations on the Company, and
the extent to which foreign currency net investments are hedged by currency borrowings
and other hedging instruments.  Refer to Item 5.A.3 of Form 20-F.
Revenues, page 43
8.We note your disclosure related to a current pilot transaction, which you attribute as the
primary source of your revenue increase for the six months ended June 30, 2021.  Please
provide a summary and file a copy of the related material contract as an exhibit to your
registration statement.  Refer to Item 10.C of Form 20-F and Item 601 of Regulation S-K.
Liquidity and Capital Resources, page 46
9.Separately analyze your ability to generate and obtain adequate amounts of cash to meet
your requirements and your plans for cash in the short-term (the next 12 months from the

 FirstName LastNameAsher Dahan
 Comapany NameWearable Devices Ltd.
 December 21, 2021 Page 3
 FirstName LastNameAsher Dahan
Wearable Devices Ltd.
December 21, 2021
Page 3
most recent fiscal period end) and in the long-term (beyond the next 12 months), taking
into account that you have disclosed that your existing cash is sufficient to support
working capital and capital expenditure requirements through only March 2022.  Refer
to Item 5.B of Form 20-F.
Off-Balance Sheet Arrangements, page 48
10.We note you have financing arrangements with the IIA for research and development
grants whereby you owe accrued interest based on the LIBOR rate, which is expected to
be discontinued after 2021.  Please either disclose the risks associated with the
discontinuation of LIBOR or explain to us why you believe the discontinuation
of LIBOR is not a material risk to you.
Quantitative and Qualitative Disclosures about Market Risk, page 48
11.Please revise your discussion of foreign currency exchange risk using one of the three
alternatives for disclosure as required by Item 11 of Form 20-F, for this and any other
material market risk.
Competition, page 63
12.Please define your references to Tier1 and Tier2 companies.
13.Please revise your disclosure to note that Apple has delivered its AssistiveTouch
capability to users for controlling the Apple Watch.
Intellectual Property, page 65
14.We note you have one China patent application and your related risk factor disclosure on
page 26.  Please describe your China-based business operations in greater detail and
expand your discussion of the risks relating to your China-based operations.  Also, tell us
the percentage of your revenue you generate from China-based customers.
Compensation, page 69
15.You disclose that your equity incentive plan permits options to be granted and that you
have granted options to date.  Disclose any options granted to the persons comprising your
directors and senior management together with the information specified in
Item 6.E of Form 20-F.
Related Party Transactions, page 88
16.Please disclose the terms of your financing agreements with Hubble Ventures Co., Ltd.
and Alpha Capital Anstalt and the consideration you received in each case.  Please also
file a copy of each financing agreement (or confirm, with respect to Hubble Ventures Co.,
Ltd. that the Letter Agreement to be filed as Ex. 10.3 constitutes the entire financing
agreement).  Refer to Item 10.C of Form 20-F and Item 8 of Form F-1.

 FirstName LastNameAsher Dahan
 Comapany NameWearable Devices Ltd.
 December 21, 2021 Page 4
 FirstName LastNameAsher Dahan
Wearable Devices Ltd.
December 21, 2021
Page 4
17.You disclose that you have a financing agreement with Hubble Ventures Co., Ltd., an
entity that is controlled by the Huawei Group. We note that the Bureau of Industry and
Security (“BIS”) of the U.S. Department of Commerce has placed Huawei Technology
Co., Ltd., and certain of its affiliates (collectively, "Huawei"), on the BIS’ Entity List.
Please revise to disclose any business you have with Huawei and its affiliates, including
any licenses granted or expected to be granted to Huawei and expand your risk factor
disclosure to include any material risks related to your relationship with Huawei.
Additionally, we note your statement that the Huawei Group will not be involved in
certain aspects related to sensitive personal data maintained or collected on U.S.
citizens by your U.S. businesses or with respect to critical technologies developed in the
U.S.  Expand your disclosure to explain the reason for these restrictions.
Consolidated Financial Statements, page F-1
18.We note your filing includes audited financial statements that will be older than 12
months on January 1, 2022.  Since it appears this represents an IPO for your common
shares, please update your financial statements pursuant to Item 8.A.4 of Form 20-F or
provide the appropriate representations in an exhibit.  Refer to Instruction 2 to Item 8.A.4.
Note 2. Significant Accounting Policies
f. Revenue recognition, page F-9
19.Please revise your disclosure to clarify the nature of the pilot transaction with the related
party and the Mudra Inspire product arrangements.  Disclose your revenue
recognition policies for each, clearly indicating when revenue is recognized and the
significant payment terms.
20.In your sales arrangements containing multiple distinct performance obligations, tell us
how you concluded the license is distinct and has standalone value under ASC 606-10-25-
19 through 25-22, specifically addressing ASC 606-10-25-19a.  Furthermore, disclose and
explain the specific nature and terms of your licensing agreement.

Note 6. Shareholders' Deficit
b. Share-based compensation, page F-13
21.Please disclose how you estimate the fair value of your common stock underlying the
valuation of the options granted.  Describe the methods and material assumptions used to
determine your common stock fair value.  In addition, once you have an estimated
offering price, please provide us an analysis explaining the reasons for the differences
between the recent valuations of your common stock leading up to the IPO and the
estimated offering price.
Exhibits
22.We note that you have research and development agreements with the Israeli Innovation

 FirstName LastNameAsher Dahan
 Comapany NameWearable Devices Ltd.
 December 21, 2021 Page 5
 FirstName LastName
Asher Dahan
Wearable Devices Ltd.
December 21, 2021
Page 5
Authority and a sales and market agreement with the Israeli Ministry of Economy and
Industry.  Please file these agreements or advise.  See Item 601 of Regulation S-K.
General
23.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.
            You may contact Joseph Cascarano, Senior Staff Accountant, at (202) 551-3376 or
Robert Littlepage, Accounting Branch Chief, at (202) 551-3361 if you have questions regarding
comments on the financial statements and related matters.  Please contact Patrick Faller, Staff
Attorney, at (202) 551-4438 or Mitchell Austin, Staff Attorney, at (202) 551-3574 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Oded Har-Even