Correspondence 0001641172-25-001408 from PHAOS TECHNOLOGY HOLDINGS (CAYMAN) Ltd (POAS)
PHAOS TECHNOLOGY HOLDINGS (CAYMAN) Ltd
Date: March 28, 2025 · CIK: 0002024258 · Accession: 0001641172-25-001408
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-284137
Letter
Division of Corporation Finance Office of Industrial Applications and Services U.S. Securities and Exchange Commission Washington, DC 20549 Attn: Al Pavot, Terence O'Brien, Robert Augustin and Katherine Bagley Re: Phaos Technology Holdings (Cayman) Ltd Amendment No. 1 to Registration Statement on Form F-1 Filed February 19, 2025 File No. 333-284137
Dear Sir or Madam,
This letter is in response to your letter on March 6, 2025, in which you provided comments to Amendment No. 1 to Registration Statement on Form F-1 of Phaos Technology Holdings (Cayman) Ltd. (the "Company") submitted to the U.S. Securities and Exchange Commission on February 19, 2025. On the date hereof, the Company has submitted Amendment No. 2 to the Registration Statement on Form F-1/A ("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.
Amendment No. 1 to Registration Statement on Form F-1 filed February 19, 2025
Financial Statements, page F-1
1. Please update the financial statements pursuant to the guidance in Item 8.A.5 of Form 20-F. See also Item 4 of Form F-1.
RESPONSE: We respectfully advise the staff that we have updated the financials pursuant to the guidance in Item 4 of Form F-1 and Item 8.A.5 of Form 20-F accordingly.
General
Overview, page 5
2. We note your response to comment 6, but it does not appear to be completely responsive to our comment. Please refile your exhibits in text-searchable format. In this regard, we note that exhibits 3.1, 10.1-10.13, 10.15-10.16, and 10.18-10.22 are not in text-searchable format. See Item 301 of Regulation S-T.
RESPONSE: We respectfully advise the staff that we have refiled the exhibits in a text-searchable format.
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/
Andrew Yeo
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CORRESP
1
filename1.htm
Phaos
Technology Holdings (Cayman) Ltd
83
Science Park Dr,
#02-01
& #04-01A/B The Curie, Singapore Science Park 1
Singapore
118258
March
28, 2025
Division
of Corporation Finance
Office
of Industrial Applications and Services
U.S.
Securities and Exchange Commission
Washington,
DC 20549
Attn:
Al Pavot, Terence O'Brien, Robert Augustin and Katherine Bagley
Re:
Phaos
Technology Holdings (Cayman) Ltd
Amendment No. 1 to Registration Statement on Form F-1
Filed February 19, 2025
File No. 333-284137
Dear
Sir or Madam,
This
letter is in response to your letter on March 6, 2025, in which you provided comments to Amendment No. 1 to Registration Statement on
Form F-1 of Phaos Technology Holdings (Cayman) Ltd. (the "Company") submitted to the U.S. Securities and Exchange Commission
on February 19, 2025. On the date hereof, the Company has submitted Amendment No. 2 to the Registration Statement on Form F-1/A ("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.
Amendment
No. 1 to Registration Statement on Form F-1 filed February 19, 2025
Financial
Statements, page F-1
1. Please
update the financial statements pursuant to the guidance in Item 8.A.5 of Form 20-F. See
also Item 4 of Form F-1.
RESPONSE:
We respectfully advise the staff that we have updated the financials pursuant to the guidance in Item 4 of Form F-1 and Item 8.A.5
of Form 20-F accordingly.
General
Overview,
page 5
2. We
note your response to comment 6, but it does not appear to be completely responsive to our
comment. Please refile your exhibits in text-searchable format. In this regard, we note that
exhibits 3.1, 10.1-10.13, 10.15-10.16, and 10.18-10.22 are not in text-searchable format.
See Item 301 of Regulation S-T.
RESPONSE:
We respectfully advise the staff that we have refiled the exhibits in a text-searchable format.
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/
Andrew Yeo
Chief
Executive Officer