<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
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
 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
FirstName LastNameAsher Dahan
       prospective initial public offering" as an additional line item in the
same presentation.
Comapany    NameWearable
       Please                Devices
               clarify why these      Ltd. associated with the IPO are
described separately or
                                  expenses
       advise.
April 22, 2022 Page 2
FirstName LastName
 Asher Dahan
FirstName   LastNameAsher Dahan
Wearable Devices   Ltd.
Comapany
April       NameWearable Devices Ltd.
       22, 2022
April 322, 2022 Page 3
Page
FirstName LastName
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.
 Asher Dahan
FirstName   LastNameAsher Dahan
Wearable Devices   Ltd.
Comapany
April       NameWearable Devices Ltd.
       22, 2022
April 422, 2022 Page 4
Page
FirstName LastName
       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
</TEXT>
</DOCUMENT>
