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May 24, 2024
Kendrew Hartanto
Chief Executive Officer
BrilliA Inc
220 Orchard Road
Unit 05-01, Midpoint Orchard
Singapore 238852
Re:BrilliA Inc
Amendment No. 1 to Draft Registration Statement on Form F-1
Submitted May 14, 2024
CIK No. 0002000230
Dear Kendrew Hartanto:
            We have reviewed your amended 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. Unless we note otherwise, any references to prior comments are to comments in our
March 28, 2024, letter.
Amendment No. 1 to Draft Registration Statement on Form F-1
Cover Page
1.We note that you have revised footnote 1 to the table on your prospectus cover to refer to
the low end of the price range, rather than to the mid-point as is customary. Please revise
or provide your analysis as to why you believe it is appropriate to disclose the minimum
proceeds pursuant to Item 501(b)(3) of Regulation S-K.
BrilliA, Bra Pro, BrilliA Singapore and MAP - Group Reorganization, page iii
2.We have reviewed your disclosures in response to our prior comment 4. In the last bullet
point on page iv, please further disclose if true, the reasons why no historical financial

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statements are presented for BrilliA Inc., (the Registrant), as it is a holding company with
no material assets, liabilities, revenues and has conducted no material business operations
since its formation on July 14, 2023.
Risk Factors
Risks Related to Our Business and Industry
There could be a potential conflict of interest between our controlling shareholder...., page 10
3.Please revise the reference to Mr. Salim’s “beneficial interest” in PT Diana Mode
Indonesia to disclose his ownership interest and management role(s), clearly indicating
whether he controls that company and whether and how he will benefit from the DIANA
license and from your development of the DIANA brand.
Our business and operations may be affected by our ability to enter into or renew the existing
license agreement for the DIANA Brand, page 13
4.We note your response to our prior comment 25. Please expand your disclosure to more
fully discuss the material risks associated with the Company developing a licensed
related-party brand. For instance, and without limitation, we note that the Company
expects to develop and market the brand as described on pages 12-13, using 15% of the
net offering proceeds as described on page 28, but it appears that the benefits thereof will
accrue to Mr. Salim, and not to the Company, if the Diana license is terminated,
restricted, or non-renewed. Revise to disclose this and other potential risks related to
investing resources to develop and market the DIANA brand, including risks to your other
lines of business, financial condition, and results of operations. Clearly disclose the
consequences, including quantification of amounts where possible, if the DIANA license
is terminated, restricted, or non-renewed and your business plan can no longer be pursued.
In addition, revise disclosure in the caption and text of this risk factor that indicates you
have not yet entered into the license agreement for consistency with disclosure elsewhere.
Our controlling shareholder may have potential conflicts of interest with us...., page 21
5.We note your response to our prior comment 12. Please further revise to disclose the
management roles that Mr. Salim holds with the Company (i.e., in addition to his
controlling shareholder interest), and to describe his resulting ability to influence or
control the Company’s business and operations. Additionally discuss Mr. Salim’s roles as
marketing consultant and commissioner, as referenced on page 108, and clarify what the
role of “commissioner” entails.
Capitalization, page 29
6.We have reviewed your revisions in response to prior comment 13. Please address the
following:

•In the first bullet point, expand the description that "on an actual basis" reflects the

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total capitalization of Bra Pro as the accounting acquirer of BrilliA Inc., the
accounting acquiree which has no operations. Provide a cross-reference to the
relevant discussion thereof for further details.

•Revise the shareholders' equity section to provide separate equity sections of Bra Pro
as distinct from the equity line items of the pro forma combined reorganized entity. In
this regard, we note the actual equity line items of Bra Pro are ordinary paid-in
capital and retained earnings, whereas the other equity line items appear to be
representative of the pro forma combined reorganized entity and as further adjusted
for the effects of the IPO. Please revise to group the respective equity lines of Bra Pro
and those of the pro forma combined company separately.

•For the equity line item of Class A Shares, clarify in the description that the
outstanding shares of 20,000,000 is shown on a pro forma basis, rather than actual
basis. Similarly for the equity line item of Class B Shares, clarify in the description
that the outstanding shares of 5,000,000 is shown on both a pro forma and pro forma
as adjusted basis, rather than actual basis.

•Provide a footnote explanation of the equity line items Merger reserve and Non-
controlling interests, and as how they was determined, as we assume these are equity
line items pertaining to the reorganized pro forma combined company, BrilliA Inc.

•We anticipate after the above revisions that there will be no outstanding amounts for
the equity line items of Bra Pro shown in the columns of Pro Forma and Pro Forma
As Adjusted. Given that Bra Pro will be reflected as a consolidated entity, these
respective columns should instead only reflect the effects of the reorganized pro
forma combined company, and as further adjusted for the effects of the IPO.
History and Corporate Structure, page 32
7.Refer to the last sentence in the first paragraph under Corporate Structure. Please
reconcile the paid-up capital of BrilliA of US$500 of Class B Shares and US$6,600,000 of
Class A Shares with the respective paid-in capital line items in the Capitalization table on
page 29, which have no amounts shown within the pro forma column. Also, refer to the
third paragraph under Basis of Consolidation and describe the relationship between Mr.
Koh Wah Seng Philip, the sole owner of BrilliA Singapore prior to the March 7, 2024,
share exchange agreement, with that of the owners of BrilliA Inc. We note you disclose
that Mr. Koh Wah Seng Philip was deemed as a transitory to facilitate the acquisition of
MAP by BrilliA.
8.Your disclosure in response to our prior comment 16 appears to indicate that the corporate
reorganization has been completed. Please revise the following language on page 33
accordingly, or advise:  “The chart below sets out our corporate structure on an assumed
basis upon completion of the reorganization.”

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Unaudited Pro Forma Condensed Combined Financial Information, page 35
9.In the first paragraph of the introductory on page 35, clarify that you are presenting a pro
forma statement of financial position for the most recent balance sheet date (i.e.,
September 30, 2023) presented in the filing. The fiscal year ended March 31, 2023, pro
forma statement of financial position is not required and can be omitted. Refer to Rule 11-
02(c)(1) of Regulation S-X. Also, pro forma statements of profit or loss and other
comprehensive income should be provided for all periods for which historical financial
statements are required in the filing, given the accounting treatment of reorganization of
the common control entities. Refer to Rule 11-02(c)(2)(ii) of Regulation S-X. In this
regard, pro forma statements of profit or loss and other comprehensive income are to be
provided for the years ended March 31, 2022 and 2023, and the subsequent six months
interim period ended September 30, 2023, and comparable six months ended September
30, 2022.
10.Refer to the fifth paragraph of the introductory section on page 35 and clarify that the pro
forma adjustments and allocation of the purchase price are based on historical cost with no
adjustments of fair value, given you are applying the pooling of interest method of
accounting (due to the common control nature) to the reorganization transaction. Your
current disclosure states the adjustments and allocations are based in part on provisional
estimates of the fair value of assets acquired and liabilities assumed and that any final
adjustments "could affect the fair value" assigned.
11.We have reviewed your revisions made in response to prior comment 47. Please expand to
address the following:

•Disclose on the introductory page of the pro forma financial statements if true, that no
historical financial statements of BrilliA Inc. or BrilliA Singapore are provided in the
filing, as each entity had no material assets, liabilities, revenues or operations since
their formations.

•As previously requested, include sub-totals and totals of your transaction accounting
adjustments column on both the pro forma statements of financial position and pro
forma statements of profit or loss.

•Revise the historical amounts for MAP in the pro forma statement of profit or loss for
the six months ended September 30, 2023 on page 37 to agree with the
related amounts disclosed in MAP's unaudited interim financial statements on page
F-91.

•Provide us with your computation of each of the adjustment amounts shown in the
equity section of the September 30, 2023 statements of financial position on page 37
and tell us how they relate to the respective narrative adjustment descriptions on page
38.

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•Refer to page 41 and provide us with your computation of adjustment (c), as the
disclosure of the number of pro forma weighted average shares does not agree with
the data shown on page 40.
Industry Overview, page 55
12.We note your response to our prior comment 18. However, it continues to appear that
most of the information and data in this section have been derived from a third-party
commissioned report. Please revise or tell us why you believe it is appropriate to include
14 pages of graphics and accompanying test from this report in your prospectus. Refer to
Question 101.02 of our Securities Act Forms Compliance and Disclosure Interpretations
for guidance. In this regard, we note that graphics should accurately represent your current
business and not be confusing.
Intellectual Property, page 90
13.We note your response to previous comment 26, and your disclosure here that the DIANA
brand was previously licensed by PT Gunung Mas International before PT Gunung
transferred all rights, ownership, and interests in the DIANA trademarks to PT Diana
Mode Indonesia. Please revise this section to clarify whether there is any relationship
between Mr. Salim and PT Gunung, and include appropriate disclosure within the related
party transactions section.
Property, page 93
14.We note your response to prior comment 30, and reissue in part. Please revise your
disclosure to provide the information required by Item 4(a) of Form F-1 and Item 4.D of
Form 20-F. Specifically, please clarify the business purpose of the leased apartment.
Related Party Transactions, page 107
15.We note your response to our prior comment 36 and reissue it. Please revise this section to
provide the information required by Item 4(a) of Form F-1 and Item 7.B of Form 20-F.
Your revised disclosure should clearly describe the nature and extent of any transactions
which are material or unusual in their nature or conditions, and the amount of outstanding
loans and other information required by Item 7.B of Form 20-F. Without limitation,
provide such disclosure with respect to the underlying transactions reported in the table of
“Net outstanding balances with related parties.” In addition, clarify the nature of the
relationships and quantify the equity interests referenced in the table on page 107. File any
related party contract required to be filed as an exhibit pursuant to Item 601(b)(10) of
Regulation S-K.
Index to Financial Statements, page F-1
16.Refer to the September 30, 2023, unaudited interim financial statements of both Bra Pro
and MAP. Provide disclosure under Basis of Preparation on pages F-37 and F-97 as to

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whether the unaudited interim financial statements reflect all adjustments which are, in the
opinion of management, necessary to a fair statement of the results for the interim periods
presented. Also disclose if all such adjustments are of a normal recurring nature. Refer to
Rule 10-01(b)(8) of Regulation S-X.
17.We note the March 31, 2023, audited financial statements of both Bra Pro and MAP are
older than 12 months at the date of this amended registration statement. Please be advised
that since this is an initial public offering of your ordinary shares, you are required to
provide updated annual financial statements and related disclosures pursuant to Item 8.A.4
of Form 20-F or, if applicable, you should provide the representations required by
Instruction 2 to Item 8.A.4 in an exhibit to the filing.
            Please contact Beverly Singleton at 202-551-3328 or Kevin Stertzel at 202-551-3723 if
you have questions regarding comments on the financial statements and related matters. Please
contact Erin Donahue at 202-551-6063 or Jennifer Angelini at 202-551-3047 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       Ye Mengyi “Jason”