September 13, 2024

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

       Re: Polyrizon Ltd.
           Amendment No. 8 to Registration Statement on Form F-1
           Filed September 9, 2024
           File No. 333-266745
Dear Tomer Izraeli:

     We have reviewed your amended registration statement and have the
following
comments.

       Please respond to this letter by amending your registration statement
and providing the
requested information. If you do not believe a comment applies 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 this letter, we may have additional comments. Unless we
note otherwise,
any references to prior comments are to comments in our August 30, 2024 letter.

Amendment No. 7 to Registration Statement on Form F-1
Plan of Distribution, page A-5

1.     We note your disclosure in the resale prospectus on page Alt-5 that your
selling
       securityholders may sell their securities through various means,
including purchases by a
       broker-dealer as principal and resale by the broker-dealer for its
account. Please confirm
       your understanding that the retention by a selling securityholder of an
underwriter would
       constitute a material change to your plan of distribution requiring a
post-effective
       amendment. Refer to your undertaking provided pursuant to Item
512(a)(1)(iii) of
       Regulation S-K.
Exhibits

2.     Please revise the legal opinion(s) to address the resale shares.
 September 13, 2024
Page 2

General

3.     We note your response to prior comment 8. Please expand your responses
to clarify
       whether any of the selling securityholders are in the business of
underwriting securities. In
       addition, please provide further analysis regarding your basis for
determining that XYLO
       is not an affiliate, in particular given the current share ownership,
the position of its Chief
       Executive Officer on your Board, the recent timing of the transfers of
stock and the
       history of transaction, and the statements in XYLO's public filings of
its affiliation with
       your company. In doing so, please address who exercises voting and
dispositive power
       over the XYLO shares. Clarify whether any of the transferees of the XYLO
shares are
       affiliates of XYLO or the company. Refer to Exchange Act Rules 12b-2
("affiliate"), 13d-
       3. In addition, to the extent you have not done so, please revise the
beneficial ownership
       table to identify the natural person or persons who directly or
indirectly exercise sole or
       shared voting and/or dispositive power with respect to the common stock
held by the
       entities in the table. Refer to Item 403 of Regulation S-K

4.     We note the paragraph added to the prospectus cover page of the eighth
amended
       registration statement, wherein you state the current securityholders,
including those
       holding more than 5% of your securities, have expressed an interest in
acquiring up to $1
       million in ordinary shares in the initial public offering. As you are
offering units of
       ordinary shares and warrants, please revise to provide this disclosure
in terms of the
       volume of units. Please disclose whether any of the potential purchasers
are selling
       securityholders or affiliates. In addition, please revise to disclose
whether any of the
       potential purchasers are affiliates or securityholders who could hold
greater than 5%
       beneficial ownership after the offering. To the extent these indications
of interest could
       result in securityholders or affiliates acquiring more than 5%
beneficial ownership of your
       securities or increasing holdings further above 5% beneficial ownership,
please also revise
       the beneficial ownership disclosure accordingly. Finally, please provide
risk factor
       disclosure regarding the effects of current securityholders or
affiliates purchasing
       securities in the offering.
5.     Please revise the fee table to also include the resale offering.
       Please contact Tracie Mariner at 202-551-3744 or Kevin Vaughn at
202-551-3494 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Benjamin Richie at 202-551-7857 or Abby Adams at 202-551-6902 with any
other
questions.



                                                              Sincerely,

                                                              Division of
Corporation Finance
                                                              Office of Life
Sciences
cc:   David Huberman, Esq.