CORRESP Filing
Phaos Technology (Cayman) Holdings Ltd (POAS) (CIK 0002024258)
Date: July 7, 2025 · CIK: 0002024258 · Accession: 0001641172-25-018037
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-284137
Letter
Division of Corporation Finance Office of Industrial Applications and Services Re: Phaos Technology Holdings (Cayman) Ltd Amendment No. 4 to Registration Statement on Form F-1 Filed June 16, 2025 File No. 333-284137
Dear Sir or Madam,
This letter is in response to your letter on July 1, 2025, in which you provided comments to Amendment No. 4 to Registration Statement on Form F-1 of Phaos Technology Holdings (Cayman) Ltd. (the "Company") filed with the U.S. Securities and Exchange Commission on June 16, 2025. On the date hereof, the Company has submitted Amendment No. 5 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. 4 to Registration Statement on Form F-1
Financial Statements, page F-1
1. We note your response to prior comment 4, but there does not appear to be an Exhibit 99.9. Pursuant to Item 8.A.4 of Form 20-F, please provide audited financial statements that are no more than twelve months old. Alternatively, to the extent you meet the 15-month criteria outlined in Instruction 2 to Item 8.A.4, file the necessary representations as an exhibit to the registration statement.
RESPONSE: We respectfully advise the staff that we have filed a Request for Waiver and Representation Under Item 8.A.4 of Form 20-F as Exhibit 99.9.
Exhibits
2. Please ensure that your exhibits are filed in text-searchable format. Refer to Item 301 of Regulation S-T. For example, we note Exhibit 10.17.
RESPONSE: We respectfully advise the staff that we have ensured that all exhibits are filed in a text searchable format.
Exhibit Index
Exhibit 23.1, page II-4
3. We note your response to prior comment 5. The consent still references a prior amendment and is dated May 2, 2025. Please provide a currently dated consent that addresses this concern.
RESPONSE: We respectfully advise the staff that we have revised the consent accordingly.
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
July
7, 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. 4 to Registration Statement on Form F-1
Filed June 16, 2025
File No. 333-284137
Dear
Sir or Madam,
This
letter is in response to your letter on July 1, 2025, in which you provided comments to Amendment No. 4 to Registration Statement on
Form F-1 of Phaos Technology Holdings (Cayman) Ltd. (the "Company") filed with the U.S. Securities and Exchange Commission
on June 16, 2025. On the date hereof, the Company has submitted Amendment No. 5 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. 4 to Registration Statement on Form F-1
Financial Statements, page F-1
1.
We
note your response to prior comment 4, but there does not appear to be an Exhibit 99.9. Pursuant to Item 8.A.4 of Form 20-F, please
provide audited financial statements that are no more than twelve months old. Alternatively, to the extent you meet the 15-month
criteria outlined in Instruction 2 to Item 8.A.4, file the necessary representations as an exhibit to the registration statement.
RESPONSE:
We respectfully advise the staff that we have filed a Request for Waiver and Representation Under Item 8.A.4 of Form 20-F as Exhibit
99.9.
Exhibits
2.
Please
ensure that your exhibits are filed in text-searchable format. Refer to Item 301 of Regulation S-T. For example, we note Exhibit
10.17.
RESPONSE:
We respectfully advise the staff that we have ensured that all exhibits are filed in a text searchable format.
Exhibit
Index
Exhibit 23.1, page II-4
3.
We
note your response to prior comment 5. The consent still references a prior amendment and is dated May 2, 2025. Please provide a
currently dated consent that addresses this concern.
RESPONSE:
We respectfully advise the staff that we have revised the consent accordingly.
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