SecProbe.io

CORRESP
 1
 filename1.htm

 Phoenix
Asia Holdings Limited

 April
9, 2025

 Via
EDGAR

 U.S.
Securities and Exchange Commission

 100
F Street, NE

 Washington,
D.C., 20549

 Re:
 Phoenix
 Asia Holdings Limited
 Request
 for Waiver of 15-Day Public Filing Requirement under Securities Act Section 6(e)

 Ladies
and Gentlemen:

 Phoenix
Asia Holdings Limited, a foreign private issuer organized under the laws of the Cayman Islands (the " Company "), is
submitting this letter to the U.S. Securities and Exchange Commission (the " Commission ") to request a waiver from
the 15-day public filing requirement under Securities Act Section 6(e) in connection with the Company's Registration Statement
(File No. 333-284260) on Form F-1 (the " Registration Statement ").

 The
Company filed its initial confidential submission and subsequent amendments with the Commission through the EDGAR system, but was informed
today that the Registration Statement cannot be declared effective because the initial confidential submission and all amendments thereto
have not been publicly filed for at least 15 days, as required by Securities Act Section 6(e).

 The
Company respectfully requests that the Commission grant a waiver or other appropriate relief from the 15-day public filing requirement
for the following reasons:

 1. The
 Company has substantially complied with all substantive disclosure requirements and has previously
 received verbal clearance on the Registration Statement and is otherwise prepared to proceed
 with its initial public offering.

 2. The
 Company has obtained the requisite approval to list its shares on the Nasdaq Capital Market
 on April 2, 2025.

 3. Imposing
 a 15-day delay would cause significant and disproportionate hardship to the Company, including:

 a. Potential
 loss of favorable market conditions for the offering as a delay could force the Company to
 price in less advantageous conditions, harming returns;

 b. Incurring
 additional costs and expenses;

 c. Existing
 and prospective investors have been notifed of the anticipated timeline and a delay could
 undermine confidence in the offering; and

 d. Significant
 diversion of senior management resources away from core business responsibilities and strategic
 initiatives, as the executive team would need to continue dedicating substantial time to
 offering-related matters rather than focusing on operational execution and growth initiatives.

 4. The
 Company believes that the purpose of the 15-day public filing requirement-to provide
 adequate time for the public review of the registration statement-has been met through:

 a. The
 Company's good faith engagement with the Commission staff throughout the review process;
 and

 b. The
 Company diligently addressing all staff comments and providing robust disclosures in the
 Registration Statement, ensuring that potential investors already have access to all material
 information needed to make informed investment decisions.

 5. The
 Company commits to making any additional public disclosures that the Commission staff may
 deem necessary or appropriate under the circumstances.

 The Company has proceeded
in good faith throughout this process and has communicated transparently with both the Commission staff and Nasdaq staff regarding our
anticipated timetable. Both the Commission and Nasdaq had previously indicated their understanding of our timeline, and we have been
working diligently according to this shared understanding.

 We
appreciate the Commission's consideration of this waiver request and would be happy to provide any additional information that
may be helpful to the staff in evaluating this request. Given the time-sensitive nature of our offering, we respectfully request the
staff's expedited review of this matter.

 Very Truly Yours,

 /s/
 Chi Kin Kelvin Yeung

 Name:
 Chi Kin Kelvin Yeung

 Title:
 Chief Executive Officer
 and Director