SecProbe.io

November 21, 2024
Chi Kin Kelvin Yeung
Chief Executive Officer
Phoenix Asia Holdings Limited
Workshop B14, 8/F, Block B
Tonic Industrial Center, 19 Lam Hing Street
Kowloon Bay, Hong Kong
Re:Phoenix Asia Holdings Limited
Draft Registration Statement on Form F-1
Submitted October 25, 2024
CIK No. 0002035709
Dear Chi Kin Kelvin Yeung:
            We have reviewed your draft registration statement and have the following comments.
            Please respond to this letter by providing the requested information and either
submitting an amended draft registration statement or publicly filing your registration
statement on EDGAR. 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 the information you provide in response to this letter and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Draft Registration Statement on Form F-1
Prospectus Summary, page 1
1.Please revise the summary to disclose clearly that trading in your securities may be
prohibited under the Holding Foreign Companies Accountable Act, as amended by the
Consolidated Appropriations Act, 2023, and related regulations if the PCAOB
determines that it cannot inspect or investigate completely your auditor for a period of
two consecutive years, and that as a result an exchange may determine to delist your
securities.

November 21, 2024
Page 2
Risk Factors Summary, page 4
2.Please revise your summary risk factor disclosure to specifically discuss risks arising
from the legal system in China and Hong Kong, including risks and uncertainties
regarding the enforcement of laws. For example, revise to discuss more specifically
the limitations on investors being able to effect service of process and enforce civil
liabilities in China and Hong Kong, lack of reciprocity, and cost and time constraints.
Use of Proceeds, page 43
3.We note your disclosure that if business conditions change, we may use the proceeds
of this offering differently than as described in this registration statement. Please
clarify what changes in business conditions would result in a change in the use of
proceeds.
Management's Discussion and Analysis
Cost of Revenue, page 53
4.We note your statement that the increase in cost of revenue was generally in line with
the increase in revenue; however, your subcontracting costs and material costs appear
to have increased substantially more than your revenue. Where you identify material
changes in cost of sales revise to explain clearly the reasons for the changes.
Business , page 64
5.Please describe your public and private section projects in greater detail. For example,
disclose the type of projects and the expected completion date for your material
projects and any material risks associated with these projects.
6.We note your references in the MD&A, Use of Proceeds and other sections of your
disclosure to developing and maintaining awareness of your brand. Please describe
clearly the brand you are referencing in these disclosures.
            Please contact Howard Efron at 202-551-3439 or Isaac Esquivel at 202-551-3395 if
you have questions regarding comments on the financial statements and related
matters. Please contact Ruairi Regan at 202-551-3269 or Brigitte Lippmann at 202-551-3713
with any other questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:Clement Au, Esq.