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                                April 19, 2022

       Tomer Izraeli
       Chief Executive Officer
       Polyrizon Ltd.
       5Ha-Tidhar Street
       Raanana, 4366507, Israel

                                                        Re: Polyrizon Ltd.
                                                            Amendment No. 2 to
Draft Registration Statement on Form F-1
                                                            Submitted April 14,
2022
                                                            CIK No. 0001893645

       Dear Mr. Izraeli:

             We have reviewed your amended draft offering 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 offering statement or publicly filing your offering
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 any amendment
       to your draft offering statement or filed offering statement and the
information you provide in
       response to these comments, we may have additional comments.

       Amendment No. 2 to Draft Registration Statement on Form F-1 submitted
April 14, 2022

       Prospectus Summary, page 1

   1.                                                   We reissue comment 1 in
full. Further refine your disclosure to avoid terms that imply
                                                        your product is a drug.
Your revised terms continue to imply or clearly state you will
                                                        mitigate or prevent
disease. For example rather than focus on barrier or shield, you use
                                                        "reduce the risk of
nasal infection" and describe "symptom alleviation" here and on page
                                                        92. Furthermore, you
use terms such as "platform," which is typically used in the
                                                        pharmaceutical industry
and does not provide insight as to the nature of your product.

                                                        Most importantly, the
disclosure emphasizes in the first sentence of your document that
                                                        you "specialize in the
development of innovative nasal gels to reduce the risk of nasal
                                                        infections caused by a
wide range of biological assaults," and it is not until the third line of
                                                        the third paragraph of
your prospectus that you use the term "medical device." To provide
 Tomer Izraeli
FirstName   LastNameTomer Izraeli
Polyrizon Ltd.
Comapany
April       NamePolyrizon Ltd.
       19, 2022
April 219, 2022 Page 2
Page
FirstName LastName
         full disclosure, revise the first page to clarify that you are not
developing drugs, why these
         products are classified as medical devices and not drugs, and the
risks associated if you
         are wrong in your assessment of how they will be classified. Finally,
to the extent you use
         the term "biotech," tell us how your ingredients qualify for that
nomenclature, i.e., identify
         whether the ingredients in your nasal sprays are derived from living
organisms or parts of
         living organisms. Finally, to the extent that you do not have
currently commercialized
         products, revise the heading "our products" to a more appropriate
title.
2.       We note your response to comment 2. Revise the prospectus summary to
separate the
         candidates by type and clarify the differences between the types that
dictate into which
         FDA category you believe they will fall. Disclose when you plan to
conduct the pre-
         submission meeting with the FDA's Center for Devices and Radiological
Health to
         confirm the potential for the Class II medical device path under a de
novo classification
         request for PL-15 and PL-16.
3.       Revise the added disclosure on page 1 regarding the experience of
similar products to
         clarify that there is no guarantee that your product candidates will
advance in the FDA
         process at the same rate, will advance at all, or will ever reach
commercialization. Revise
         to clarify what route your products must take if the FDA denies them
approvals as medical
         devices in your chosen categories or determines they must seek
approval as
         pharmaceuticals. Provide cross-references to appropriate risk factors.
Capitalization, page 64

4.       Please revise to update the historical number of ordinary shares as of
December 31, 2021
         in the capitalization table here to be consistent with your balance
sheet at page F-3.
Business
Overview, page 74

5.       We note your response to comment 5. Revise the disclosure in the
summary and business
         section to prominently disclose that you have no predicate devices on
which to determine
         that you have identified the appropriate pathway for approval, that
you have not
         approached the FDA to determine the appropriate pathway, and that you
do not plan to
         approach the FDA about the appropriate pathway until after this
offering is complete.
         Also prominently disclose in both areas that there is no assurance the
FDA will agree with
         your choice of the appropriate pathway or your choice of the structure
of the chosen
         clinical trial or trials for any one of your potential medical devices
or hybrid devices, or, if
         they do, there is no assurance that any one of your devices will
advance on the timelines
         you anticipate, if at all, or that they will be successful in any
trials, or if successful, will
         obtain FDA clearance.
6.       We reissue comment 6. Eliminate the graphic.
Principal Shareholders, page 125
 Tomer Izraeli
Polyrizon Ltd.
April 19, 2022
Page 3
7.    Clarify the terms of the SAFE investments and whether the IPO will be a
qualified equity
      financing that will trigger a share issuance under the agreement. It
appears from
      the disclosure on page F-20 that the SAFE investment will be dilutive to
IPO investors
      and should be disclosed in the principal shareholders table, highlighted
in the summary
      and in the risk factors.
       You may contact Li Xiao at (202) 551-4391 or Kevin Vaughn at (202)
551-3494 if you
have questions regarding our comment on the financial statements and related
matters. Please
contact Abby Adams at (202) 551-6902 or Celeste Murphy at (202) 551-3257 with
any other
questions.



                                                          Sincerely,
FirstName LastNameTomer Izraeli
                                                          Division of
Corporation Finance
Comapany NamePolyrizon Ltd.
                                                          Office of Life
Sciences
April 19, 2022 Page 3
cc:       David Huberman, Esq.
FirstName LastName