United States securities and exchange commission logo





                             November 11, 2021

       Uzi Sofer
       Chief Executive Officer
       Alpha Tau Medical Ltd.
       Kiryat HaMada St. 5
       Jerusalem, Israel 9777605

                                                        Re: Alpha Tau Medical
Ltd.
                                                            Amended
Registration Statement on Form F-4
                                                            Filed October 18,
2021
                                                            File No. 333-258915

       Dear Mr. Sofer:

             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
September 23, 2021 letter.

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

       Cover Page

   1.                                                   We note the revisions
you made on the cover page and page 4, under "Merger
                                                        Consideration," in
response to prior comments 1 and 10, respectively, with respect to the
                                                        sponsor's total
potential ownership interest in the combined company following the
                                                        completion of the
business combination. Please revise to include the 1.4% potential
                                                        ownership interest
attributable to sponsor's conditional equity interest in the total
                                                        percentage of Alpha Tau
ordinary shares he is expected to own.
       Industry and Market Data, page iii

   2.                                                   We note the revisions
you made on page iii in response to prior comment 3. We further
 Uzi Sofer
FirstName
Alpha Tau LastNameUzi
          Medical Ltd. Sofer
Comapany 11,
November  NameAlpha
              2021    Tau Medical Ltd.
November
Page 2    11, 2021 Page 2
FirstName LastName
         note you assume liability for the accuracy and completeness of the
market and industry
         information included in your registration statement but appear to
disclaim liability for an
         investor's reliance on such information because you have not
independently verified the
         market and industry data. Please note that you are responsible for the
entire content of the
         registration statement. Please revise your disclosure to remove any
implication that you
         are not responsible for assessing the reasonableness and soundness of
the market data and
         industry statistics included in your disclosures.
Summary, page 1

3.       We note the revisions made in response to prior comment 8 and we
reissue the
         comment. Please revise throughout to remove any inference regarding
regulatory
         approval or the safety, tolerability and efficacy of your product
candidates or explain to us
         why these statements are appropriate given the stage of your product
candidates. We
         note, by way of example, the statements that your Alpha DaRT
technology is being
         developed "as a highly potent, yet uniquely conformal" therapy on page
1 and elsewhere
         in the prospectus and that you expect your recently granted
Breakthrough Device
         Designations for the use of Alpha DaRT in treating SCC of the skin and
oral cavity
         without curative standard of care and in treating recurrent
Glioblastoma Multiforme as an
         adjunct to standard medical therapies or as a standalone therapy after
standard medical
         therapies have been exhausted will support priority review of
potential marketing
         applications in the U.S. as well as additional reimbursement pathways
in these indications.
4.       We note your response to prior comment 9 and we reissue the comment.
Complete
         response is an important endpoint evidencing clinical benefit. To the
extent known,
         please also disclose the complete response rate observed in your
clinical trials involving
         superficial lesions where the Alpha DaRT treatment has been
administered to over 90
         lesions.
Background of the Business Combination, page 112

5.       We note the revisions you made in response to prior comments 17 and
19. Please expand
         your disclosure on page 115 to describe the valuation of publicly
traded companies that
         also use alpha radiation or device-based therapies that the HCCC board
of directors
         considered. Investors should have access to such valuation analysis in
addition to your
         reasons for not relaying on it. Further, with reference to your
disclosure on page 116,
         expand to describe the factors accounting for the difference between
the $600 million pre-
         money valuation of Alpha Tau and minimum cash condition of $150
million proposed by
         HCCC's board and the $644 million pre-money valuation of Alpha Tau and
minimum
         cash requirement to $280 million proposed by Alpha Tau's board.
6.       We note the revisions you made in response to prior comment 18. Please
expand your
         disclosure on page 117 to discuss how the need to obtain additional
financing, including
         the PIPE Investment, and the terms of the PIPE transactions were
determined.
Conditions to Closing of the Transaction, page 134
 Uzi Sofer
FirstName
Alpha Tau LastNameUzi
          Medical Ltd. Sofer
Comapany 11,
November  NameAlpha
              2021    Tau Medical Ltd.
November
Page 3    11, 2021 Page 3
FirstName LastName

7.       We note your response to prior comment 20. Please revise your
disclosure under this
         heading to specifically identify each condition that is legally
permitted to be wiaved and
         the party who may waive such condition.
Our Commercialization Strategies, page 185

8.       We note your response to prior comment 22 and reissue the comment. We
further note
         that Meir Jakobsohn, a director of yours, is the Chief Executive
Officer and chairman of
         the board of directors of Medison Pharma Ltd. Please expand your
disclosure to describe
         the material terms of the arrangements with Medison Pharma Ltd. and
its affiliates to lead
         the potential commercialization of the Alpha DaRT in Canada and Israel
and file the
         agreements as exhibits to your registration statement. Alternatively,
provide an analysis
         supporting your beliefs that Item 601(b)(10)(ii)(A) and (B) do not
apply. With respect to
         your analysis of Item 601(b)(ii)(B), please address the fact that the
Medison Pharma
         agreement relates to a sales and marketing agreement in the only
jurisdiction in which you
         currently have marketing approval and any provisions in the agreements
relating to the
         timing of any sales and marketing efforts.
Certain Material U.S. Federal Income Tax Considerations, page 266

9.       We note your revisions in response to prior comment 25. Please revise
to address he
         following:
             Noting your disclosure on page 269 that your material tax
considerations disclosure
              "assumes that Alpha Tau will not be treated as a U.S. corporation
for U.S. federal
              income tax purposes under Section 7874 of the Code," revise to
provide counsel's
              opinion as to whether Alpha Tau will be treated as a U.S. or a
foreign corporation
              under Section 7874;
             With reference to your disclosure in two places on page 270 under
"Tax
              Consequences of the Business Combination Under Section 368(a) of
the Code" that
              securityholders "are urged to consult their tax advisors"
regarding the tax effect of the
              transactions. Such statement appears to be an inappropriate
disclaimer as investors
              are entitled to rely on the opinion expressed. Please remove the
statement; and
             Under "Passive Foreign Investment Company Rules," disclose whether
Alpha Tau
              believes it will be a PFIC in 2021, or advise. If Alpha Tau does
believe it is likely
              a PFIC in 2021, revise so that the disclosure/opinion concerning
the tax consequences
              under "U.S. Federal Income Tax Considerations of Ownership and
Disposition of
              Alpha Tau Ordinary Shares and Alpha Tau Warrants" is not subject
to the PFIC rules
              or Alpha Tau's not being treated as a PFIC as disclosed on page
274.
         Additionally, revise the Q&A, Summary and Risk Factors sections
accordingly. Refer to
         Section III of Staff Legal Bulletin No. 19.

       You may contact Tracie Mariner at 202-551-3744 or Daniel Gordon at
202-3486 if you
have questions regarding comments on the financial statements and related
matters. Please
contact David Gessert at 202-551-2326 or Suzanne Hayes at 202-551-3675 with any
other
 Uzi Sofer
Alpha Tau Medical Ltd.
November 11, 2021
Page 4

questions.



                                      Sincerely,
FirstName LastNameUzi Sofer
                                      Division of Corporation Finance
Comapany NameAlpha Tau Medical Ltd.
                                      Office of Life Sciences
November 11, 2021 Page 4
cc:       Nathan Ajiashvili
FirstName LastName