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November 8, 2023
Fareed Aljawhari
Chief Executive Officer
Micropolis Holding Company
Warehouse 1, Dar Alkhaleej Building
Dubai Production City, Dubai, UAE
Re:Micropolis Holding Company
Draft Registration Statement on Form F-1
Submitted October 16, 2023
CIK No. 0001993431
Dear Fareed Aljawhari:
            We have reviewed your draft registration statement and have the following comments.
            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 a comment applies 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 this letter and your amended
draft registration statement or filed registration statement, we may have additional comments.
Draft Registration Statement on Form F-1 submitted October 16, 2023
General
1.Please revise, in the appropriate section, to provide the information required by Item 3.B
of Form 20-F regarding indebtedness.
2.We note your disclosure regarding partnerships with QSS Robotics and the Dubai
Police. Please elaborate on these partnerships and disclose the material terms of
these partnerships, include each parties' rights and obligations, the duration of the
partnerships, and the termination provisions. Please file any material agreements as
exhibits in a future amendment. Refer to Item 601(b)(10) of Regulation S-K.

 FirstName LastNameFareed Aljawhari
 Comapany NameMicropolis Holding Company
 November 8, 2023 Page 2
 FirstName LastName
Fareed Aljawhari
Micropolis Holding Company
November 8, 2023
Page 2
Cover Page
3.Please revise the cover page to provide a cross-reference to the risk factors section,
including the page number where it appears in the prospectus. Refer to Item 501(b)(5) of
Regulation S-K.
4.Please revise footnote two to disclose the price at which the underwriters' warrants will
be exercisable and that they may be exercised immediately on a cashless basis.
Summary Risk Factors, page 6
5.We note the inclusion of a bulleted summary of the principal risk factors. Please amend
the summary of principal risk factors so that it is no more than two pages. Refer to Item
105(b) of Regulation S-K.
Implications of Being an "Emerging Growth Company" and a "Foreign Private Issuer"
Emerging Growth Company, page 10
6.On page 11, you disclose that given that you currently report and expect to continue to
report under U.S. GAAP, you have irrevocably elected not to avail yourselves of
the extended transition period and, as a result, you will adopt new or revised accounting
standards on the relevant dates on which adoption of such standards is required by the
IASB. However, we note that your financial statements included in the filing were
prepared in conformity with the International Financial Reporting Standards as issued by
the International Accounting Standards Board rather than U.S. GAAP. Please note that the
term “new or revised financial accounting standards” refers to any update issued by the
FASB to its Accounting Standards Codification after April 5, 2012, the date of the
enactment of the JOBS Act. Please revise your disclosure to correct this inconsistency. In
addition, please tell us what consideration you gave to revising your risk factor on pages
31-32 regarding your plan to comply with any new or revised financial accounting
standards.
Presentation of Financial and Other Information, page 12
7.We note your disclosure that unless otherwise indicated, all financial information
contained in this prospectus is prepared and presented in accordance with U.S. GAAP and
also, that unless otherwise indicated, all references to currency amounts in this prospectus
are in USD. In light of the fact that it appears your audited financial statements are
presented in accordance with IFRS and are presented in your reporting currency of the
AED, please revise this inconsistency on page 12.

 FirstName LastNameFareed Aljawhari
 Comapany NameMicropolis Holding Company
 November 8, 2023 Page 3
 FirstName LastName
Fareed Aljawhari
Micropolis Holding Company
November 8, 2023
Page 3
Summary Financial Information, page 14
8.We note that your Summary Financial Information presented beginning on page 14, as
well as your Selected Combined Financial and Operating Data beginning on page 41,
include a column for both 2022 and 2021 amounts in US Dollars. Please note that dollar
equivalent or convenience translations are generally not permitted, except that a
convenience translation may be presented only for the most recent fiscal year and any
subsequent interim period. Translation should be made at the exchange rate on the balance
sheet date or most recent date practicable, if materially different. The rate used for the
convenience translation should generally be the rate that the issuer would use if dividends
were to be paid in U.S. dollars.
Risk Factors, page 17
9.We note your disclosure that this section describes some of the significant risks known to
you now. Please revise to state that you have described the material risks known to you.
Refer to Item 105 of Regulation S-K.
We may not exclusively own 100% of all intellectual property and technologies..., page 20
10.We note your disclosure that you may not exclusively own 100% of all intellectual
property that you develop. Please revise to address your current arrangements and clearly
state whether you own 100% of your intellectual property and related technologies.
Special Note Regarding Forward-Looking Statements, page 36
11.We note your statement that you have not independently verified the statistical data and
estimates obtained from industry publications contained in your prospectus. This
statement may imply an inappropriate disclaimer of responsibility with respect to such
information. Please either delete this statement or specifically state that you are liable for
such information.
Use of Proceeds, page 37
12.We note your disclosure on page 47 that certain amounts are due to be "paid back post-
IPO" to Diamond Developer Co. Limited and Mr. Fares Mohd Said Mustafa Abubaker. If
a portion of the proceeds are to be used to reduce or discharge indebtedness, please revise
to describe the interest rate and maturity of such indebtedness. Refer to Item 3.C.4 of
Form 20-F.

 FirstName LastNameFareed Aljawhari
 Comapany NameMicropolis Holding Company
 November 8, 2023 Page 4
 FirstName LastName
Fareed Aljawhari
Micropolis Holding Company
November 8, 2023
Page 4
Management's Discussion and Analysis of Financial Condition and Results of Operations
Liquidity and Capital Resources, page 47
13.Please discuss your ability to generate and obtain adequate amounts of cash to meet your
requirements and plans for cash in the short-term (i.e. the next 12 months) and plans for
cash in the long-term (i.e., beyond the next 12 months). Refer to Item 5.B of Form 20-F.
Business, page 54
14.We note a portion of the proceeds will be used for marketing and public relations. Please
revise to provide a description of the marketing channels used by the company. Refer to
Item 4.B.5 of Form 20-F.
Our Major Suppliers, page 73
15.We note you entered into a professional services agreement with Siemens. Please revise to
disclose all of the material terms of the agreement, including the duration and termination
provisions.
Related Party Transactions, page 91
16.We note multiple loans and amounts due to related parties. Please revise to disclose the
interest rates and maturity dates of such loans.
Description of Share Capital and Governing Documents, page 92
17.Please disclose the portion of each class of securities held in the United States and the
number of record holders in the United States. Refer to Item 7.A.2 of Form 20-F.
Financial Statements
Balance Sheets, page F-3
18.You indicate that the financial statements were authorized for issue on April 26, 2023 by
your General Manager. However, we note that your auditor's report on page F-2 was dated
October 11, 2023. Please help us understand how your financial statements were
authorized for issue prior to the audit report date. Please advise or revise accordingly.
Statements of Comprehensive Income, page F-4
19.Please revise to include disclosure of earnings per share as required by paragraph 66 of
IAS 33 and Item 5-03(b)(25) of Regulation S-X. Also, we note from your disclosure in
Note 2 that you have issued 100 shares of common stock. However, your disclosure
of principal shareholders on page 90 indicates that there are more than 29 million shares
issued prior to the offering and footnote disclosure refers to a reorganization of your
ordinary shares. Please explain to us, and revise your disclosure within the notes to the
financial statements and elsewhere to explain the nature of this reorganization and how it
has been reflected in your financial statements.

 FirstName LastNameFareed Aljawhari
 Comapany NameMicropolis Holding Company
 November 8, 2023 Page 5
 FirstName LastName
Fareed Aljawhari
Micropolis Holding Company
November 8, 2023
Page 5
            Please contact Ernest Greene at 202-551-3733 or Claire Erlanger at 202-551-3301 if you
have questions regarding comments on the financial statements and related matters. Please
contact Patrick Fullem at 202-551-8337 or Erin Purnell at 202-551-3454 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       Lawrence Venick