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
 Asher Dahan
FirstName LastNameAsher   Dahan
Wearable Devices Ltd.
Comapany21,
December  NameWearable
              2021        Devices Ltd.
December
Page 2    21, 2021 Page 2
FirstName LastName
         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
 Asher Dahan
FirstName LastNameAsher   Dahan
Wearable Devices Ltd.
Comapany21,
December  NameWearable
              2021        Devices Ltd.
December
Page 3    21, 2021 Page 3
FirstName LastName
         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.
 Asher Dahan
FirstName LastNameAsher   Dahan
Wearable Devices Ltd.
Comapany21,
December  NameWearable
              2021        Devices Ltd.
December
Page 4    21, 2021 Page 4
FirstName LastName
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
 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,
FirstName LastNameAsher Dahan
                                                            Division of
Corporation Finance
Comapany NameWearable Devices Ltd.
                                                            Office of
Technology
December 21, 2021 Page 5
cc:       Oded Har-Even
FirstName LastName