SecProbe.io

November 26, 2024
How Meng Hock
Chief Executive Officer
OMS Energy Technologies Inc.
10 Gul Circle
Singapore 629566
Re:OMS Energy Technologies Inc.
Amendment No. 1 to Registration Statement on Form F-1
Filed November 22, 2024
File No. 333-282986
Dear How Meng Hock:
            We have reviewed your amended registration statement and have the following
comments.
            Please respond to this letter by amending your registration statement and providing
the requested information. 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 any amendment to your registration statement and the information
you provide in response to this letter, we may have additional comments.
Amendment No. 1 to Registration Statement on Form F-1
Capitalization, page 48
1.Footnote (4) on page 48 states that the Capitalization table "Does not account for
1,845,000 Ordinary Shares that were issued pursuant to the Convertibles Notes after
March 31, 2024." Please explain why those shares are not included in the
Capitalization table.
Dilution, page 49
We note disclosure on page 135 that on February 5, 2024 and February 9, 2024 you
entered into convertible note agreements. You further state, "In the event of the
Company being approved for an initial public offering by the SEC, the holders may,
upon written notice to the Company elect to have the principal sum converted into the
applicable shares immediately prior to or upon such initial public offering." Please 2.

November 26, 2024
Page 2
explain how your February 5, 2024 and February 9, 2024 convertible notes are
reflected in your pro forma dilution table and or revise accordingly.
Consolidated Statements of Profit or Loss and Other Comprehensive Income, page F-5
3.Please explain why you have 15,000,0000 basic and diluted weighted-average shares
outstanding for the period June 16, 2023 through March 31, 2024 while shares
outstanding are 36,900,000 as of June 16, 2023 and March 31, 2024. Please revise
accordingly, including your basic and diluted earnings per share.
Consolidated Statements of Changes in Equity, page F-6
4.We note your disclosure on page 9 that, "On October 23, 2024, as part of the final step
of the Company's reorganization process, the Company issued a total of 38,729,250
Ordinary Shares on a pro rata basis to all of its existing shareholders."  You also state
on page F-56 that, "Upon the completion of share reorganization, there are 38,745,000
Ordinary Shares issued and outstanding." Please explain why the number of shares
outstanding as of March 31, 2024 is 36,900,000. Clarify if 1,844,250 Ordinary Shares
issued to convertible bond investors were part of the reorganization.
Exhibit Index, page II-5
5.Please revise the exhibit index to mark exhibits 10.6-10.13 as redacted exhibits.
Additionally, Exhibits 10.12, and 10.13 have been uploaded as images rather than text
searchable documents. Please amend your filing to make sure all exhibits are
submitted in a text searchable format. See Section 5.1 of Volume II of the EDGAR
Filer Manual and Item 301 of Regulation S-T.
            Please contact Inessa Kessman at 202-551-3371 or Robert Littlepage at 202-551-3361
if you have questions regarding comments on the financial statements and related
matters. Please contact Aliya Ishmukhamedova at 202-551-7519 or Mitchell Austin at 202-
551-3574 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:Yarona Yieh