Boustead Securities, LLC 6 Venture, Suite 395
Irvine, CA 92618
May 11, 2022
VIA EDGAR
Securities and Exchange Commission
Division of Corporation Finance Office of Technology
100 F Street, N.E.
Washington, D.C. 20549
| Re: | Actelis Networks, Inc. (the “Company”) | |
| Registration Statement on Form S-1 | ||
| File No. 333-264321 (the “Registration Statement”) |
Ladies and Gentlemen:
In accordance with Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended, (the “Act”), we hereby join the Company’s request for acceleration of the above- referenced Registration Statement, requesting effectiveness for 4:30 p.m., Eastern Time on May 12, 2022, or as soon thereafter as practicable.
Pursuant to Rule 460 under the Act, we wish to advise you that the underwriters have distributed as many copies of the Preliminary Prospectus dated May 10, 2022 to underwriters, dealers, institutions and others as appears to be reasonable to secure adequate distribution of the Preliminary Prospectus.
The undersigned, as the representative of the several underwriters, represents that the several underwriters have and will comply with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.
Please contact Louis A. Bevilacqua of Bevilacqua PLLC, counsel of the representative of the underwriters, at 202-869-0888 (ext. 100) to provide notice of effectiveness, or if you have any questions or concerns regarding the foregoing. We appreciate your assistance in this matter.
[Signature page follows]
| Very truly yours, | ||
| As representative of the underwriters | ||
| Boustead Securities, LLC | ||
| By: | /s/ Keith Moore | |
| Name: | Keith Moore | |
| Title: | Chief Executive Officer | |