SEC Comment Letter 0000000000-23-008745 to ARM HOLDINGS PLC /UK (ARM) (CIK 0001973239) (ARM)
ARM HOLDINGS PLC /UK (ARM) (CIK 0001973239)
Date: Aug. 10, 2023 · CIK: 0001973239 · Accession: 0000000000-23-008745
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United States securities and exchange commission logo August 10, 2023 Spencer Collins Chief Legal Officer Arm Holdings Limited 110 Fulbourn Road Cambridge CB1 9NJ United Kingdom Re:Arm Holdings Limited Amendment No. 2 to Draft Registration Statement on Form F-1 Submitted on July 31, 2023 CIK No. 0001973239 Dear Spencer Collins: 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. 2 to Draft Registration Statement on Form F-1 Risk Factors, page 21 1.We note your disclosure on F-60 that you recorded a $40 million loss contingency to settle legal claims by a certain customer. Please tell us whether this should be discussed in your risk factors or in Legal Proceedings on page 134 and revise the prospectus as appropriate.
FirstName LastNameSpencer Collins Comapany NameArm Holdings Limited August 10, 2023 Page 2 FirstName LastName Spencer Collins Arm Holdings Limited August 10, 2023 Page 2 You may contact Heather Clark at 202-551-3624 or Martin James at 202-551-3671 if you have questions regarding comments on the financial statements and related matters. Please contact Jenny O'Shanick at 202-551-8005 or Erin Purnell at 202-551-3454 with any other questions. Sincerely, Division of Corporation Finance Office of Manufacturing cc: Justin Salon
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United States securities and exchange commission logo
August 10, 2023
Spencer Collins
Chief Legal Officer
Arm Holdings Limited
110 Fulbourn Road
Cambridge CB1 9NJ
United Kingdom
Re:Arm Holdings Limited
Amendment No. 2 to
Draft Registration Statement on Form F-1
Submitted on July 31, 2023
CIK No. 0001973239
Dear Spencer Collins:
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. 2 to Draft Registration Statement on Form F-1
Risk Factors, page 21
1.We note your disclosure on F-60 that you recorded a $40 million loss contingency to settle
legal claims by a certain customer. Please tell us whether this should be discussed in your
risk factors or in Legal Proceedings on page 134 and revise the prospectus as appropriate.
FirstName LastNameSpencer Collins
Comapany NameArm Holdings Limited
August 10, 2023 Page 2
FirstName LastName
Spencer Collins
Arm Holdings Limited
August 10, 2023
Page 2
You may contact Heather Clark at 202-551-3624 or Martin James at 202-551-3671 if you
have questions regarding comments on the financial statements and related matters. Please
contact Jenny O'Shanick at 202-551-8005 or Erin Purnell at 202-551-3454 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc: Justin Salon