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CORRESP
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March 7, 2023

VIA EDGAR

United States Securities and Exchange
Commission

Division of Corporation Finance

100 F Street, N.E.

Office of Manufacturing

Washington, D.C. 20549

Attn: Heather Clark and Andrew Blume

 RE: Credo Technology Group Holding
Ltd

Form 10-K for the fiscal year ended April 30, 2022

Filed June 8, 2022

File No. 001-41249

Ladies and Gentlemen:

Credo Technology
Group Holding Ltd (the “Company”, “Credo” or “we”) hereby sets forth the following information in
response to the comments contained in the correspondence of the staff of the Securities and Exchange Commission (the “Staff”),
dated February 15, 2023, relating to the Company’s Annual Report on Form 10-K (File No. 001-41249) for the fiscal year ended April
30, 2022 (the “Form 10-K”). We have set forth below the comments received from the Staff in Italics. Following each
Staff comment is the Company’s response thereto.

Form 10-K for the Fiscal Year Ended
April 30, 2022

Management's Discussion and Analysis
of Financial Condition and Results of Operations Results of Operations, page 78

 1. Where you describe two or more
                                            business reasons that contributed to a material change in a financial statement line item
                                            between periods, please quantify, where possible, the extent to which each change contributed
                                            to the overall change in that line item. In addition, where you identify intermediate causes
                                            of changes in your operating results, also describe the reasons underlying the intermediate
                                            causes. As an example, you disclose on page 79 that revenues increased in fiscal 2022 due
                                            to an increase in IC units sold and revenues relating to AEC cables that were introduced
                                            in fiscal 2021. Please quantify the extent to which the overall change is attributable to
                                            each identified factor and explain in reasonable detail the reasons driving fluctuations
                                            in each factor. Refer to Item 303(a) of Regulation S-K and SEC Release No. 33-8350.

Response: The Company acknowledges
the Staff’s comment and, commencing with the Form 10-Q for the fiscal quarter ended January 28, 2023, and in all future periodic
reports on Form 10-Q and Form 10-K, will quantify where possible each material factor that contributed to the overall change in line
items where two or more factors contributed to a material change in a financial statement line item between periods including offsetting
factors. In addition, we will identify intermediate causes of changes in our operating results, and also describe the reasons underlying
the intermediate causes.

Liquidity and Capital Resources, page
80

 2. Please provide a more informative
                                            analysis and discussion of changes in cash flows, including changes in working capital components,
                                            for each period presented. In doing so, explain the underlying reasons and implications of
                                            material changes between periods to provide investors with an understanding of trends and
                                            variability in cash flows. Ensure your discussion and analysis is not merely a recitation
                                            of changes evident from the financial statements. Refer to Item 303(a) of Regulation S-K
                                            and SEC Release No. 33- 8350.

Response: The Company acknowledges
the Staff’s comment and, commencing with the Form 10-Q for the fiscal quarter ended January 28, 2023, and in all future periodic
reports on Form 10-Q and Form 10-K, we will include a more informative analysis and discussion of changes in our cash flow from operating
activities, consistent with Item 303(a) of Regulation
S-K and SEC Release No. 33-8350.

Financial Statements

Notes to Consolidated Financial Statements 2. Significant Accounting Policies

Revenue Recognition, page 96

 3. Your disclosure on page 97 indicates
                                            that your IP License Revenue consists of perpetual licenses, support and maintenance, and
                                            royalties. While you identify when revenue is recognized for customer support and royalties,
                                            you do not disclose when revenue is recognized for perpetual licenses granted. Please identify
                                            for us and disclose, pursuant to ASC 606-10-50-12, the specific performance obligations of
                                            your IP License revenue stream and when you satisfy such performance obligations. In doing
                                            so, tell us how you applied ASC 606-10-55-54 through -65B in determining your accounting
                                            treatment.

Response: The Company acknowledges
the Staff’s comment and, commencing with the Form 10-Q for the fiscal quarter ended January 28, 2023, and in all future periodic
reports on Form 10-Q and Form 10-K, our financial statements will include the following updated IP license revenue policy disclosure
(marked against the disclosure included in the Form 10-K).

***

IP License Revenue - The Company’s
IP license revenue consists of a perpetual licenses, support and maintenance,
and royalties. The Company enters into perpetual semiconductor IP license agreements that have a fixed fee, whereby licensees pay
a fixed fee for the right to incorporate the Company’s IP technologies into the licensee’s products. The Company’s
license arrangements IP license agreements do not typically grant the customer the right to terminate for convenience. and
Where such rights exist, termination is prospective, with no refund of fees already paid by the customer.

IP revenue recognition is dependent
on the nature and terms of each agreement. The Company recognizes license revenue at the point of time of the delivery of the IP.
In connection with the license arrangements, the Company offers support and maintenance to assist customers in bringing
up and qualifying their final product. Revenue from customer support is deferred and recognized ratably over the support
period, which is typically one year.

In certain cases, the Company also
charges licensees royalties related to the distribution or sale of products that use its technologies. Such royalties are reported to
us on a quarterly basis. The Company estimates the sales-based royalties earned each quarter primarily based on its customers’
reporting of sales activity incurred in that quarter. The Company recognizes the estimated royalty revenue when it is probable that reversal
of such amounts will not occur. Any differences between actual royalties owed by a customer and the quarterly estimates are recognized
when updated information becomes available.

***

We believe the above policy complies
with the guidance in ASC 606-10-55-54 through –65B for the following reasons:

 a) The license delivered is distinct and
                                            has significant standalone functionality as the licensee can immediately, upon delivery,
                                            use our IP to perform design work to incorporate our IP into their products.

 b) The functionality of our IP to which
                                            the customer has rights is not expected to substantially change subsequent to the delivery
                                            of the IP, as the customer does not have rights to modify the IP delivered.

Exhibits 31.1 and 31.2, page 1

 4. We note that Exhibits 31.1
                                            and 31.2 are incomplete, as they omit paragraph 4(c) of Item 601(b)(31) of Regulation S-K.
                                            Please amend your filing to include corrected certifications.

Response: The Company acknowledges
the Staff’s comment and respectfully informs the Staff that the Company will file Amendment No. 1 on Form 10-K/A to its Annual
Report on Form 10-K for the fiscal year ended April 30, 2022, which amendment will include revised Exhibits 31.1 and 31.2 to include
paragraph 4(c) of Item 601(b)(31) of Regulation S-K.

*****

In connection with our response to the
Staff's comments, we acknowledge that the Company and its management are responsible for the accuracy and adequacy of its disclosures,
notwithstanding any review, comments, action or absence of action by the Staff. Should you have any questions or comments with respect
to the above, or believe that a call would be helpful, please do not hesitate to contact me at (415) 377-6101.

Sincerely,

/s/ Daniel Fleming

Name: Daniel Fleming

Title: Chief Financial Officer