SEC Comment Letter 0000000000-23-009894 to ARM HOLDINGS PLC /UK (ARM) (CIK 0001973239) (ARM)
ARM HOLDINGS PLC /UK (ARM) (CIK 0001973239)
Date: Sept. 7, 2023 · CIK: 0001973239 · Accession: 0000000000-23-009894
AI Filing Summary & Sentiment
File numbers found in text: 333-274120
Letter
United States securities and exchange commission logo September 7, 2023 Spencer Collins Chief Legal Officer Arm Holdings plc 110 Fulbourn Road Cambridge CB1 9NJ United Kingdom Re:Arm Holdings plc Amendment No. 2 to Registration Statement on Form F-1 Filed September 5, 2023 File No. 333-274120 Dear Spencer Collins: We have reviewed your amended 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 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. Amendment No. 2 to Form F-1 filed September 5, 2023 Part II Information Not Required in Prospectus Item 8. Exhibits and Financial Statement Schedules Exhibit 5.1 - Opinion of Morrison & Foerster (UK) LLP, page II-2 1.We note the statement that the opinion relates to the sale of American Depositary Shares. Please have counsel provide a revised opinion that states the number of shares to be offered, including the underwriters’ overallotment amount. Further, please remove assumption 5.9. Counsel may not assume that the registrant is not in bankruptcy. Finally, please revise to expressly consent to the reference to the counsel’s firm under the caption
FirstName LastNameSpencer Collins Comapany NameArm Holdings plc September 7, 2023 Page 2 FirstName LastName Spencer Collins Arm Holdings plc September 7, 2023 Page 2 “Legal Matters” in the prospectus. Refer to Sections II.A.1. and II.B.3.a of Staff Legal Bulletin No. 19. 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
September 7, 2023
Spencer Collins
Chief Legal Officer
Arm Holdings plc
110 Fulbourn Road
Cambridge CB1 9NJ
United Kingdom
Re:Arm Holdings plc
Amendment No. 2 to
Registration Statement on Form F-1
Filed September 5, 2023
File No. 333-274120
Dear Spencer Collins:
We have reviewed your amended 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 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.
Amendment No. 2 to Form F-1 filed September 5, 2023
Part II
Information Not Required in Prospectus
Item 8. Exhibits and Financial Statement Schedules
Exhibit 5.1 - Opinion of Morrison & Foerster (UK) LLP, page II-2
1.We note the statement that the opinion relates to the sale of American Depositary Shares.
Please have counsel provide a revised opinion that states the number of shares to be
offered, including the underwriters’ overallotment amount. Further, please remove
assumption 5.9. Counsel may not assume that the registrant is not in bankruptcy. Finally,
please revise to expressly consent to the reference to the counsel’s firm under the caption
FirstName LastNameSpencer Collins
Comapany NameArm Holdings plc
September 7, 2023 Page 2
FirstName LastName
Spencer Collins
Arm Holdings plc
September 7, 2023
Page 2
“Legal Matters” in the prospectus. Refer to Sections II.A.1. and II.B.3.a of Staff Legal
Bulletin No. 19.
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