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 April 17, 2025

Andrew Yeo
Chief Executive Officer
Phaos Technology Holdings (Cayman) Ltd
83 Science Park Dr,
#02-01 & #04-01A/B The Curie, Singapore Science Park 1
Singapore 118258

 Re: Phaos Technology Holdings (Cayman) Ltd
 Amendment No. 2 to Registration Statement on Form F-1
 Filed March 31, 2025
 File No. 333-284137
Dear Andrew Yeo:

 We have reviewed your amended registration statement and have the
following
comment(s).

 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. Unless
we note
otherwise, any references to prior comments are to comments in our March 6,
2025 letter.

Amendment No. 2 to Registration Statement on Form F-1 filed March 31, 2025
Prospectus Summary
Overview, page 4

1. We note your disclosure here that you experienced a reduction in revenue
of 82.7%
 and your disclosure on page 34 that this reduction in revenue was
primarily attributed
 to diversification of your customer base in the region. We also note
your disclosure
 that your product sales decreased by 86% and your service revenue
increased. Please
 revise to explain in more detail why the diversification of your
customer base resulted
 in this significant reduction in revenue, why your product sales
decreased by 86% and
 your service revenue increased, and whether you expect this trend to
continue in
 future financial periods.
 April 17, 2025
Page 2

Risk Factors
We are exposed to the credit risks of our customers., page 14

2. Please update this risk factor to include the corresponding October 31,
2024 financial
 statement measures. Also, please provide a separate risk factor that
addresses your
 ability to continue as a going concern. In this regard, we note that
your October 31,
 2024 cash balance declined to S$231,655 and the operating cash flow
deficit reported
 on page F-5 significantly worsened. Specifically explain how you plan to
satisfy your
 cash obligations in the next twelve months given your material decline
in revenue.
Management s Discussion and Analysis of Financial Condition And Results of
Operations
Overview, page 30

3. We understand that your business in Singapore "contributed to 32.1% of
our Group s
 revenue". Please expand your disclosure to address the other 67.9%.
Other Income, page 34

4. We note your disclosure that the decrease in Other Income for the
financial periods
 presented was due to a decrease in government grants. Please revise to
clarify whether
 and to what extent you expect this trend to continue in future financial
periods.
Business
Business Strategies, page 48

5. Given that your loan to PT Neura Integrasi Solusi now comprises over 50%
of your
 total assets, please disclose how this substantial investment aligns
with your stated
 business strategies and plans. Disclose whether the borrower currently
has any
 substantive business activities and employees. The disclosure should
fully describe
 the borrower's existing business and any material products or services
that currently
 generate revenue. Identify any known factors that create uncertainty
over your ability
 to recover the full amount of the loan. For example, if the borrower's
ability to repay
 the loan is dependent on their ability to raise capital or develop
products and
 technologies then that issue should be fully explained.
Principal and Selling Shareholders
Selling Shareholders, page 63

6. Please disclose the natural person(s) with voting and dispositive
control of the shares
 held by ICHAM Master Fund VCC.
Item 7. Recent Sales of Unregistered Securities, page II-1

7. We note your disclosure throughout your filing that certain selling
shareholders are
 participating in this offering. Please revise this section, as
appropriate, to discuss the
 securities issuances under which these selling shareholders received the
shares you are
 registering in this offering.
 April 17, 2025
Page 3
Exhibit Index
Exhibit 23.1, page II-4

8. Please update the consent in your next filing. See also the instructions
to Item 8.A.4 of
 the Form 20-F instructions, if applicable.
General

9. We note your disclosure on page 38 relating to the Loan Agreement you
entered into
 with PT. Neura, and your disclosure on page 49 related to the Research
and
 Development Agreement that you entered into with a Korean microscopy
company.
 Please revise your disclosure to describe all of the material terms of
these agreements,
 including relevant termination provisions.

 Please contact Al Pavot at 202-551-3738 or Terence O'Brien at
202-551-3355 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Robert Augustin at 202-551-8483 or Katherine Bagley at 202-551-2545
with any
other questions.

 Sincerely,

 Division of
Corporation Finance
 Office of
Industrial Applications and
 Services
cc: William S. Rosenstadt
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