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December 12, 2022
Chong Jiexiang Aloysius
Chief Executive Officer
Simpple Ltd.
71 Ayer Rajah Crescent
#03-07
Singapore 139951
Re:Simpple Ltd.
Amendment No. 1 to Draft Registration Statement on Form F-1
Submitted November 21, 2022
CIK No. 0001948697
Dear Chong Jiexiang Aloysius:
            We have reviewed your amended draft registration 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 registration statement or publicly filing your registration 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 the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Amendment No. 1 to Draft Registration Statement on Form F-1 Submitted November 21, 2022
Cover Page
1.Please disclose on both the cover page and in the listing information on page 16 that
you will not consummate and close this offering without a listing approval letter from
Nasdaq Capital Market.  In this regard, we note your disclosure on page 108 of the
Underwriting section.
Prospectus Summary, page 1
2.We note your revised disclosure in response to comment 3, including the information
about your market reach across various industries in Singapore.  Please provide additional

 FirstName LastNameChong Jiexiang Aloysius
 Comapany NameSimpple Ltd.
 December 12, 2022 Page 2
 FirstName LastName
Chong Jiexiang Aloysius
Simpple Ltd.
December 12, 2022
Page 2
context for this information by comparing it to the market reach and/or current position of
your competitors in Singapore.
Our Industry, page 8
3.We note your amended disclosure in response to comment 6.  We note in particular that
your revised disclosure mentions a market research report from Gen Consulting
Company.  Please file Gen Consulting Company's written consent as an exhibit to the
registration statement or explain why you do not believe you are required to do so.  Please
refer to Rule 436 of the Securities Act.
Develop Strategic Partnerships, page 61
4.We note your amended disclosure in response to comment 17.  Please provide additional
information regarding the Innovation Grants that you have received to date, including the
material terms of such grants.  In the section titled Awards and Accreditations on page 73,
please clarify whether you have received the maximum amount of each Enterprise
Singapore award.
Exclusive Distribution and Partnership Agreement with Shanghai Gaoxian, page 62
5.We note your amended disclosure in response to comment 18.  Please revise to address
the following:

•Explain why you believe that your exclusive distribution rights under the Distribution
Agreement will be renewed at the end of the first three-year term.  For example,
please clarify whether this belief is based on negotiations, oral communications,
written agreements, or otherwise and update your Risk Factor on page
20 accordingly.  We note that this risk factor indicates that you are not aware of any
information or arrangement which could lead to a cessation or termination of existing
agreements or relationships with any major customer, despite missing the milestone
MOVs for 2021 and likely missing the milestone MOVs for 2022 under the
Distribution Agreement.

•State whether you own the intellectual property associated with your robotics
products.  If applicable, please update the Intellectual Property disclosure on page 70
as well.  To the extent that you do not own the intellectual property, or to the extent
that you are at risk of losing certain intellectual property rights to Shanghai Gaoxian,
please revise to state as much and update your risk factors accordingly.

Additionally, please revise the exhibit index to indicate that you have redacted exhibits
pursuant to Item 601(b)(10)(iv) of Regulation S-K.

 FirstName LastNameChong Jiexiang Aloysius
 Comapany NameSimpple Ltd.
 December 12, 2022 Page 3
 FirstName LastName
Chong Jiexiang Aloysius
Simpple Ltd.
December 12, 2022
Page 3
Licenses, page 70
6.We note your amended disclosure in response to comment 19.  If known, please explain in
further detail which Licenses you may be required to hold in the future.
Government Regulations, page 71
7.We note your response to comment 20, including that you believe that you comply with
all the laws and regulations mentioned in this section.  Please revise to describe the
material effects of government regulations on your operations (i.e., describe the ways in
which such laws and regulations actually impact your business).
            You may contact Blaise Rhodes at (202) 551-3774 or Lyn Shenk at (202) 551-3380 if
you have questions regarding comments on the financial statements and related matters.  Please
contact Cara Wirth at (202) 551-7127 or Dietrich King at (202) 551-8071 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Lawrence S. Venick