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    CFN
                                            Lawyers LLC

    418
    Broadway #4607

    Albany,
    NY 12207, USA

    Main:
    +1 (646) 386 8128

    Email:
    cfn@cfnllc.us

January
13, 2025

Via
EDGAR

Division
of Corporation Finance

Office
of Real Estate & Construction

U.S.
Securities and Exchange Commission

100
F Street, NE

Washington,
D.C., 20549

    Attention:
    Ruairi
    Regan

    Brigitte
    Lippmann

    Re:
    Phoenix
    Asia Holdings Limited (CIK No. 0002035709)

    Amendment
                                            No. 2 to Draft Registration Statement on Form F-1

    Draft
    Registration Statement on Form F-1

    File
    No. 377-07520

    Response
    to the Staff’s Comments Dated December 13, 2024

Dear
Sirs/Madams,

On
behalf of our client, Phoenix Asia Holdings Limited, a foreign private issuer organized under the laws of the Cayman Islands (the “Company”),
we submit to the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”)
this letter setting forth the Company’s response to letter dated December 13, 2024 from the Commission (the “Comments”),
regarding the Company’s draft registration statement on Form F-1 filed on December 2, 2024. Concurrently with the submission of
this letter, the Company is submitting its registration statement on Form F-1 (the “Registration Statement”) and certain
exhibits via EDGAR to the Commission for review in accordance with the procedures of the Commission.

The
Staff’s Comments is repeated below in bold and followed by the Company’s responses. We have included page numbers to refer
to the location in the Registration Statement where the language addressing the comments appears. Capitalized terms used but not otherwise
defined herein have the meanings set forth in the Registration Statement.

Risk
Factors Summary, page 4

1.
We reissue prior comment 2 in part. We note your disclosure on page 122 that most of your directors and officers are nationals or residents
of Hong Kong. Please clarify whether your directors and officers are nationals of China. Please revise your summary risk factors to address
clearly risks related to China, given Hong Kong is a Special Administrative Region of China. 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. Also, we note your disclosure that the
Group has no current operations in China. Please revise your definition of “China” or “PRC” to include Hong Kong
and to clarify that the “legal and operational” risks associated with operating in China also apply to your operations in
Hong Kong. The definition may clarify that the only time that “China or the PRC” does not include Hong Kong is when you are
referencing specific laws and regulations adopted by the PRC.

We
note the Staff’s comment, and respectfully advise that we have revised page [122] to clarify that none of the Company’s directors
and officers are nationals of China. We have also revised pages [4], [6] and [39] to discuss that it may be time-consuming and costly
for investor to enforce a judgment of U.S. courts for civil liabilities under U.S. federal securities law against us, the Company’s
directors or officers in the Cayman Islands and Hong Kong, lack of reciprocity and cost and time constraints. We have also revised page
[11] to clarify that “China” or the “PRC” refers to the People’s Republic of China, including Hong Kong
and Macau and for reference to specific laws and regulations adopted by the PRC, the definition of “China” or the “PRC”
refers to the People’s Republic of China, excluding Hong Kong and Macau. The legal and operational risks associated with operating
in China also apply to the Company’s operations in Hong Kong;

Please
contact Sanny Choi or Clement Au of CFN Lawyers LLC at with any questions or further comments on the responses to the Staff’s comments.

    Very
    truly yours,

    /s/
    Sanny Choi

    Name:

    Sanny
    Choi