CORRESP Filing
Phaos Technology (Cayman) Holdings Ltd (POAS) (CIK 0002024258)
Date: May 9, 2025 · CIK: 0002024258 · Accession: 0001641172-25-009472
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.2 to Registration Statement on Form F-1 Filed March 31, 2025 File No. 333-284137
Dear Sir or Madam,
This letter is in response to your letter on April 17, 2025, in which you provided comments to Amendment No. 2 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 March 31, 2025. On the date hereof, the Company has submitted Amendment No. 3 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. 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.
RESPONSE: We respectfully advise the staff that we have revised the disclosure at page 5 of the F-1/A accordingly.
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.
RESPONSE: We respectfully advise the staff that we have updated the risk factor and provided a separate risk factor at pages 14 and 12 of the F-1/A accordingly.
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%.
RESPONSE: We respectfully advise the staff that we have revised the disclosure at page 30 of the F-1/A accordingly.
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.
RESPONSE: We respectfully advise the staff that we have revised the disclosure at page 34 of the F-1/A accordingly.
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.
RESPONSE: We respectfully advise the staff that we have revised the disclosure at page 48 of the F-1/A accordingly.
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.
RESPONSE: We respectfully advise the staff that we have revised the disclosure at page 63 of the F-1/A accordingly.
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.
RESPONSE: We respectfully advise the staff that we have revised the disclosure at page II-1 of the F-1/A accordingly.
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.
RESPONSE: We respectfully advise the staff that we have updated the consent pursuant to the guidance in Item 8.A.4 of Form 20-F accordingly.
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.
RESPONSE: We respectfully advise the staff that we have revised the disclosure at page 38 and 49 of the F-1/A to describe all of the material terms of these agreements.
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
Show Raw Text
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
May
9, 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.2 to Registration Statement on Form F-1
Filed March 31, 2025
File No. 333-284137
Dear
Sir or Madam,
This
letter is in response to your letter on April 17, 2025, in which you provided comments to Amendment No. 2 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 March 31, 2025. On the date hereof, the Company has submitted Amendment No. 3 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. 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.
RESPONSE:
We respectfully advise the staff that we have revised the disclosure at page 5 of the F-1/A accordingly.
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.
RESPONSE:
We respectfully advise the staff that we have updated the risk factor and provided a separate risk factor at pages 14 and
12 of the F-1/A accordingly.
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%.
RESPONSE:
We respectfully advise the staff that we have revised the disclosure at page 30 of the F-1/A accordingly.
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.
RESPONSE:
We respectfully advise the staff that we have revised the disclosure at page 34 of the F-1/A accordingly.
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.
RESPONSE:
We respectfully advise the staff that we have revised the disclosure at page 48 of the F-1/A accordingly.
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.
RESPONSE:
We respectfully advise the staff that we have revised the disclosure at page 63 of the F-1/A accordingly.
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.
RESPONSE:
We respectfully advise the staff that we have revised the disclosure at page II-1 of the F-1/A accordingly.
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.
RESPONSE:
We respectfully advise the staff that we have updated the consent pursuant to the guidance in Item 8.A.4 of Form 20-F accordingly.
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.
RESPONSE:
We respectfully advise the staff that we have revised the disclosure at page 38 and 49 of the F-1/A to describe
all of the material terms of these agreements.
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