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CORRESP
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filename1.htm

Rectitude
Holdings Ltd

35
Tampines Industrial Avenue 5

T5@Tampines

Singapore 528627

    January
    31, 2024

    Division
    of Corporation Finance

    Office
    of Manufacturing

    U.S.
    Securities and Exchange Commission

    Washington,
    DC 20549

    Attn:
    Erin Donahue

    Re:
    Rectitude
    Holdings Ltd

    Registration
    Statement on Form F-1

    Filed
    January 16, 2024

    File
    No. 333-276517

Dear
Ms. Donahue

This
letter is in response to your letter on January 23, 2024, in which you provided comments to the Registration Statement on Form F-1 (the
“Registration Statement”) of Rectitude Holdings Ltd (the “Company”) filed with the U.S. Securities and Exchange
Commission (the “Commission”) on January 16, 2024. On the date hereof, the Company has submitted Amendment No. 1 to the Registration
Statement on Form F-1 (“F-1/A”). We set forth below in bold the comments in your letter relating to the Registration Statement
followed by our responses to the comments.

Registration
Statement on Form F-1 filed January 16, 2024

Dilution,
page 26

    1.
    Please explain to us how your net tangible book value per share (i.e., $1.38 per share) was determined.

RESPONSE:
We respectfully advise the Staff we have recalculated the net tangible book value per share and provided the table below setting forth
the calculation for net tangible book value as of September 30, 2023. We have revised the relevant disclosure on pages 17 and 26
of the F-1/A.

    Historical
    net tangible book value per share as of September 30, 2023

    $ 9,759,280

    Initial
    public offering size (2 million shares at $5 per share)

      10,000,000

    Less:

    Underwriting
    discount and commissions

      (800,000 )

    Estimated
    offering expenses related to offering

      (1,597,989 )

    Adjusted
    net tangible book value
    A
      17,361,291

    Ordinary
    Shares outstanding on an as adjusted basis as of September 30, 2023
    B
      14,500,000

    Adjusted
    net tangible book value per share
    C=
    A/B
    $ 1.20

Historical
net tangible book value per share represents our total tangible assets (total assets excluding goodwill and other intangible assets)
less total liabilities, divided by the number of outstanding Ordinary Shares. After giving effect to the sale of Ordinary Shares in this
offering by the Company at an initial public offering price of US$5.00 per share, after deducting US$800,000 in underwriting discounts
and commissions and estimated offering expenses payable by the Company of approximately US$1,597,989 the pro forma as adjusted net tangible
book value as of September 30, 2023 would have been approximately US$1.20 per share.

History
and Corporate Structure, page 47

    2.
    We
    note your disclosure regarding the group reorganization on January 3, 2024. Please tell us whether any consideration was exchanged
    in connection with this reorganization.

RESPONSE:
We respectfully advise the Staff we have revised on page 48 of the F-1/A to disclose the considerations in connection with the group
reorganization completed on January 3, 2024.

Financial
Statements

Notes
to Consolidated Financial Statements

Note
1 - Nature of Business and Organization, page F-7

    3.
    Please revise to fully disclose all the transactions that changed the group holding structure as part of the Reorganization completed on January 3, 2024. In this regard, note 14 discloses that 12,499,900 shares were issued and that such issuance has been retroactively reflected, however it is not clear why an issuance of shares should be retroactively reflected rather than accounted for at the date of issuance. Your revised disclosure should fully describe the movement of the group companies between holders as part of the reorganization and the ownership of the listing entity before and after the reorganization.

RESPONSE: We respectfully advise the
Staff we have revised on pages F-7 and F-32 to disclose all the transactions that changed the group holding structure as part of the Reorganization
completed on January 3, 2024. We also revised note 14 on pages F-23 and F-48 to clarify the 12,500,000 shares issued and outstanding are
presented on a retroactive basis for the periods presented, to reflect the Reorganization completed on January 3, 2024.

In
responding to your comments, the Company acknowledges that:

    ●
    the
    Company is responsible for the adequacy and accuracy of the disclosure in the filing;

    ●
    Staff
    comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect
    to the filing; and

    ●
    the
    Company may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal
    securities laws of the United States.

We
hope this response has addressed all of the Staff’s concerns relating to the comment letter. Should you have additional questions
regarding the information contained herein, please contact our securities counsel William S. Rosenstadt, Esq., Jason Ye, Esq. or Yarona
Yieh, Esq. of Ortoli Rosenstadt LLP at wsr@orllp.legal, jye@orllp.legal or yly@orllp.legal.

    Sincerely,

    /s/
    Zhang Jian

    Zhang
    Jian

    Chairman