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United States securities and exchange commission logo





                              May 4, 2022

       Tuvia Barlev
       Chief Executive Officer
       Actelis Networks, Inc.
       47800 Westinghouse Drive
       Fremont, CA 94539

                                                        Re: Actelis Networks,
Inc.
                                                            Amendment No. 1 to
Registration Statement on Form S-1
                                                            Filed May 2, 2022
                                                            No. 333-264321

       Dear Mr. Barlev:

             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. 1 to Form S-1

       General

   1.                                                   Please revise your
filing, as applicable, to provide more specific disclosure related to the
                                                        direct or indirect
impact that Russia's invasion of Ukraine and the international response
                                                        have had or may have on
your business. For additional guidance, please see the Division
                                                        of Corporation
Finance's Sample Letter to Companies Regarding Disclosures Pertaining to
                                                        Russia   s Invasion of
Ukraine and Related Supply Chain Issues, issued by the Staff in May
                                                        2022.
   2.                                                   Your footnotes to the
fee table indicate that you are calculating your registration fee based
                                                        on Rule 457(o).
However, based on your disclosure that you anticipate that your offering
                                                        will comprise
3,000,0000 shares that could offered at up to $6.00 per share, it does not
                                                        appear you have
calculated the registration fee based on the maximum aggregate
 Tuvia Barlev
Actelis Networks, Inc.
May 4, 2022
Page 2
         offering price. Please advise.
3.       Please address the following:

                Revise Item 15 of Part II to include the warrants issued to the
new lender, as
              described in Notes 7.b and 11 to the financial statements, and
any other recent sales
              of securities required to be disclosed by Item 701 of Regulation
S-K. In this regard,
              we note the difference between the outstanding preferred stock as
of December 31,
              2021, and to be converted in connection with the offering (i.e.,
7,731,043 vs.
              9,031,291 shares), which appears to indicate the issuance of
preferred stock in the
              interim period. Further revise as necessary to ensure consistent
disclosure
              throughout. For instance, and without limitation, we note that
(i) Item 15 discloses
              890,126 outstanding options, while page 10 discloses 870,002
outstanding options,
              and (ii) Item 15 states the common stock par value as $0.000001.

                Revise the MD&A subsection captioned "Convertible Notes, Loans,
and Warrant" to
              describe the new lender and Israeli bank loans and warrants,
include a cross-reference
              to applicable disclosure in your notes to the financial
statements, or revise the caption
              to reflect a more limited scope.

                We note a number of blanks throughout the prospectus; please
fill in missing
              information.
Prospectus Summary, page 1

4.     We note the disclosure that, "[W]e experienced an average annual growth
in our IoT
       business of more than 20% each year." Please revise to clarify the basis
upon which this
       growth is measured. We additionally note the disclosure that, "As of
today, we estimate
FirstName LastNameTuvia Barlev
       achieving over $24 million of IoT installed base." Please revise to
clarify this disclosure,
Comapany    NameActelis
       including          Networks,
                  by specifying        Inc.
                                 the timeframe, and to identify any material
assumptions upon
       which  this
May 4, 2022 Page 2 estimate relies.
FirstName LastName
 Tuvia Barlev
FirstName  LastNameTuvia  Barlev
Actelis Networks, Inc.
Comapany
May  4, 2022NameActelis Networks, Inc.
May 4,
Page 3 2022 Page 3
FirstName LastName
The Offering, page 9

5.       Please revise disclosure relating to the calculation of the number of
outstanding shares on
         page 10 to describe the treatment (i.e., whether included or excluded)
of all outstanding
         convertible securities. Quantify the number of shares that are
issuable upon exercise or
         conversion of such securities, making necessary assumptions.
Additionally clarify the
         disclosure relating to the CLA and other convertible notes; in this
regard, we note
         apparent discrepancies between the lead-in text and final two bullet
points on page 10, as
         well as with the disclosure on pages 47-48. Resolve the apparent
inconsistency in the
         number of underwriter warrants stated here and on pages 9 and 197,
making reference to
         exercise of the overallotment option as appropriate. Conform
disclosure elsewhere,
         including without limitation the capitalization section (we note that
subpoint iii gives pro
         forma effect to the conversion of warrants, while the only warrants
identified on page 10
         are excluded) and dilution section; consider deleting disclosure in
these sections that is
         duplicative of page 10.
Capitalization, page 38

6.       Please address the following relating to your capitalization table:

                Revise the table captions to include the number of pro forma
and pro forma as
              adjusted authorized, issued and outstanding shares.

                Expand the discussion following the table on page 39 to clearly
explain how you
              determined the 12,586,262 pro forma shares outstanding as of
December 31, 2021.
              In this regard, we note that the transactions disclosed currently
do not add up to
              12,586,262 shares. The comment also applies to the disclosures on
page 10.
Dilution, page 40

7.       To the extent that you make changes to your pro forma or pro forma as
adjusted shares
         outstanding, please recalculate and update your dilution calculations
and disclosures
         accordingly.
Management
Number and Terms of Office of Officers and Directors, page 71

8.       We note the statement, "From and after the completion of this
offering, the Stockholders
         Agreement will be terminated and each of the directors will be
appointed by the holders of
         the majority of our outstanding common stock pursuant to the
provisions of our Certificate
         of Incorporation to be in effect after this offering." Please revise
to clarify (i) the method
         and timing by which shareholder will appoint each director in light of
the classified board
         disclosure added to pages 85 and 86, including by cross-reference as
appropriate, (ii)
         whether the three director nominees were also selected pursuant to the
stockholders
         agreement, and (iii) the board composition following the offering,
including clear
 Tuvia Barlev
Actelis Networks, Inc.
May 4, 2022
Page 4
         disclosure whether and which directors will resign; in this regard, we
note the statement
         that the board will consist of five directors.
Note 18 - Subsequent Events, page F-33

9.       We note from page 84 that your Charter now authorizes you to issue up
to
         42,803,774 shares of common stock, 2,803,774 shares of non -voting
common stock and
         10,000,000 shares of preferred stock. Please revise this note to
disclose the circumstances
         surrounding, as well as the date of, this significant subsequent
event.
10.      In light of the material impact on your capital structure, please
revise this note to
         separately and clearly disclose all subsequent events relating to the
conversion of your
         debt and preferred securities as well as the exercising of warrants
and options from
         December 31, 2021, through the date of your final amendment or as
close thereto as is
         reasonable and practicable. Refer to PCAOB Auditing Standard 4101.
Exhibits

11.      Please file as an exhibit to the registration statement the amended
certificate of
         incorporation reflecting the authorized share capital (i.e.,
42,803,774 shares of common
         stock) and exclusive forum provisions disclosed in the description of
securities section.
12.    We note that the legal opinion refers to an aggregate initial offering
price of up to
       $17,250,000, which does not appear to correspond to the number of shares
and maximum
       offering price disclosed on the prospectus cover, nor to the
registration fee table. Please
       revise and refile the legal opinion to cover all the shares being
registered (including
       overallotment shares and shares underlying the underwriter's warrant) by
appropriate
       reference.
FirstName  LastNameTuvia Barlev
Comapany
13.         NameActelis
       Please amend yourNetworks,      Inc. a currently dated and signed
consent from your
                            filing to include
May 4,independent
        2022 Page 4registered accounting firm.
FirstName LastName
 Tuvia Barlev
FirstName  LastNameTuvia  Barlev
Actelis Networks, Inc.
Comapany
May  4, 2022NameActelis Networks, Inc.
May 4,
Page 5 2022 Page 5
FirstName LastName
       You may contact Mindy Hooker at 202-551-3732 or Martin James at
202-551-3671 if
you have questions regarding comments on the financial statements and related
matters. Please
contact Jennifer Angelini at 202-551-3047 or Jay Ingram at 202-551-3397 with
any other
questions.



                                                          Sincerely,

                                                          Division of
Corporation Finance
                                                          Office of
Manufacturing
cc:      Eyal Peled
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