United States securities and exchange commission logo





                               April 13, 2023

       Riad Sherif, M.D.
       Chief Executive Officer
       Oculis Holding AG
       Bahnhofstrasse 7
       CH - 6300
       Zug, Switzerland

                                                        Re: Oculis Holding AG
                                                            Registration
Statement on Form F-1
                                                            Filed April 3, 2023
                                                            File No. 333-271063

       Dear Riad Sherif:

              We have limited our review of your registration statement to
those issues we have
       addressed in our 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.

       Registration Statement on Form F-1

       Cover Page

   1.                                                   For each of the shares
being registered for resale, disclose the price that the selling
                                                        securityholders paid
for such shares. For example only, please disclose the price the
                                                        Sponsor paid for its
Founder Shares.
 Riad Sherif, M.D.
FirstName   LastNameRiad Sherif, M.D.
Oculis Holding   AG
Comapany
April       NameOculis Holding AG
       13, 2023
April 213, 2023 Page 2
Page
FirstName LastName
Risk Factors
Risks Related to Ownership of our Ordinary Shares and Warrants and our Status
as a Public
Company
Sales of Ordinary Shares, or the perception of such sales, by us or the Selling
Securityholders...,
page 95

2.       We note your risk factor on page 95 highlighting the negative pressure
potential sales of
         shares pursuant to this registration statement could have on the
public trading price of the
         ordinary shares. To illustrate this risk, please disclose the purchase
price of the securities
         being registered for resale. Also disclose that even though the
current trading price is
         below the SPAC IPO price, certain investors may have an incentive to
sell because they
         will still profit on sales because of the lower price that they
purchased their shares than the
         public investors.
Management   s Discussion and Analysis of Financial Condition and Results of
Operations, page
164

3.       We note your disclosure elsewhere that your warrants are out-of-the
money and that you
         do not expect to receive cash proceeds from the exercise of warrants
until this is no longer
         true. Please provide similar disclosure in your MD&A section.
General

4.       We note that the Sponsor paid $25,000 for its Founder Shares. Please
disclose that while
         the Sponsor may experience a positive rate of return based on the
current trading price, the
         public securityholders may not experience a similar rate of return on
the securities they
         purchased due to the differences in the purchase prices and the
current trading price.
         Please also disclose the potential profit the selling securityholders
will earn based on the
         current trading price. Lastly, please include appropriate risk factor
disclosure.
        We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.

       Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.

      You may contact Doris Stacey Gama at 202-551-3188 or Jason Drory at
202-551-
8342 with any other questions.



                                                                Sincerely,
 Riad Sherif, M.D.
Oculis Holding AG
April 13, 2023
Page 3
FirstName LastNameRiad Sherif, M.D.
                                      Division of Corporation Finance
Comapany NameOculis Holding AG
                                      Office of Life Sciences
April 13, 2023 Page 3
cc:       Katie Kazem, Esq.
FirstName LastName