SecProbe.io

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 BrilliA Inc

 220 Orchard Road

 Unit 05-01, Midpoint Orchard

 Singapore 238852

 August 19, 2025

 VIA EDGAR

 Division of Corporation Finance

 Office of Manufacturing

 U.S. Securities and Exchange Commission

 100 F Street, NE

 Washington, D.C., 20549

 Re:
 BrilliA Inc

 Registration Statement on Form F-1 (File No. 333-289611)

 Request for Acceleration of Effectiveness

 Ladies and Gentlemen:

 In accordance with Rule 461
of the General Rules and Regulations under the Securities Act of 1933, as amended, BrilliA Inc hereby requests acceleration of the
effectiveness of the above-referenced Registration Statement on Form F-1, so that such Registration Statement will become effective
at 4:00 p.m., Eastern Time, on August 21, 2025, or as soon thereafter as practicable.

 The Company understands that the
Commission will consider this request for acceleration of the effective date of the Registration Statement as a confirmation of the fact
that the Company is aware of its responsibilities under the Securities Act as they relate to the proposed public offering of the securities
specified in the Registration Statement.

 Very truly yours,

 BrilliA Inc

 By:
 /s/ Kendrew Hartanto

 Name:
 Kendrew Hartanto

 Title:
 Chief Executive Officer

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 August 12, 2025

Wah Seng Philip Koh
Chief Financial Officer
BrilliA Inc
220 Orchard Road
Unit 05-01, Midpoint Orchard
Singapore 238852

 Re: BrilliA Inc
 Draft Registration Statement on Form F-1
 Submitted August 1, 2025
 CIK No. 0002000230
Dear Wah Seng Philip Koh:

 This is to advise you that we do not intend to review your registration
statement.

 We request that you publicly file your registration statement and
non-public draft
submission on EDGAR at least two business days prior to the requested effective
date and
time. Please refer to Rules 460 and 461 regarding requests for acceleration. We
remind you
that the company and its management are responsible for the accuracy and
adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action
by the staff.

 Please contact Jenny O'Shanick at 202-551-8005 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of
Manufacturing
cc: Mengyi Jason Ye
</TEXT>
</DOCUMENT>

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A.G.P./ALLIANCE GLOBAL PARTNERS

590 Madison Avenue 28th Floor New York,

New York 10022

November 15, 2024

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Re:  BrilliA Inc

    Registration Statement on Form F-1 (File No.
                                            333-282056) (the “Registration Statement”)

    Request for Acceleration of Effective Date

Ladies and Gentlemen:

In accordance with Rule 461 of the General Rules and
Regulations under the Securities Act of 1933, as amended, (the “Act”), A.G.P./Alliance Global Partners, as representative
of the underwriters of the offering, hereby joins the Company’s request for acceleration of the above-referenced Registration Statement,
requesting effectiveness for 4:00 p.m., Eastern Time on November 19, 2024, or as soon thereafter as practicable.

Pursuant to Rule 460 under the Securities Act, please
be advised that the underwriters have distributed as many copies of the preliminary prospectus dated October 15, 2024 (the “Preliminary
Prospectus”) to prospective underwriters and dealers, institutional investors, retail investors and others as appears to be reasonable
to secure adequate distribution of the Preliminary Prospectus.

The undersigned confirms that it has complied with
and will continue to comply with, and it has been informed or will be informed by participating dealers that they have complied with or
will comply with, Rule 15c2-8 promulgated under the Securities Exchange Act of 1934, as amended, in connection with the above-referenced
issue.

If you have any questions regarding this request,
please contact our counsel John P. Yung of Lewis Brisbois Bisgaard & Smith LLP at (916)-646-8288.

    Very truly yours,

    A.G.P./ALLIANCE GLOBAL PARTNERS

    By:
    /s/ Thomas Higgins

    Name:

        Title:

    Thomas Higgins
Managing Director

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BrilliA Inc

220 Orchard Road

Unit 05-01, Midpoint Orchard

Singapore 238852

November 15, 2024

VIA EDGAR

Beverly Singleton

Kevin Stertzel

Erin Donahue

Jennifer Angelini

Office of Manufacturing

Division of Corporation Finance

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C., 20549

    Re:
    BrilliA Inc

Registration Statement
on Form F-1 (File No. 333-282056)

Initially Filed on September
12, 2024

Request for Acceleration
of Effectiveness

Ladies and Gentlemen:

In accordance with Rule 461
of the General Rules and Regulations under the Securities Act of 1933, as amended, BrilliA Inc (the “Company”) hereby requests
an acceleration of the effectiveness of the above-referenced Registration Statement on Form F-1 (the “F-1 Registration Statement”),
so that such Registration Statement will become effective at 4:00 p.m., Eastern Time, on November 19, 2024 or as soon thereafter as practicable.

If there is any change in
the acceleration request set forth above, the Company will promptly notify you of the change, in which case the Company may be making
an oral request of acceleration of the effectiveness of the Registration Statements in accordance with Rule 461. The request may be made
by an executive officer of the Company or by any attorney from the Company’s U.S. counsel, Ortoli Rosenstadt LLP.

The Company understands that
A.G.P./Alliance Global Partners, the underwriter of the offering, has joined in this request in a separate letter filed with the Securities
and Exchange Commission (the “Commission”) today.

The Company hereby acknowledges
the following:

    ●
    should the Commission or the staff of the Commission (the “Staff”), acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;

    ●
    the action of the Commission or the Staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

    ●
    the Company may not assert Staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

    Very truly yours,

    BRILLIA INC

    By:
    /s/ Kendrew Hartanto

    Name:
    Kendrew Hartanto

    Title:
    Chief Executive Officer

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BrilliA Inc

220 Orchard Road

Unit 05-01, Midpoint Orchard

Singapore 238852

September 18, 2024

Division of Corporation Finance

Office of Manufacturing

U.S. Securities and Exchange Commission

Washington, DC 20549

Attn: Beverly Singleton, Kevin Stertzel, Erin
Donahue and Jennifer Angelini

    Re:
    BrilliA Inc

    Registration Statement on Form F-1

    Filed September 12, 2024

    File No. 333-282056

Dear Sir or Madam,

This letter is in response to your letter on September
17, 2024, in which you provided comments to the Registration Statement on Form F-1 of BrilliA Inc (the “Company”) filed with
the U.S. Securities and Exchange Commission on September 12, 2024. On the date hereof, the Company has submitted an Amendment No. 1
to the Registration Statement on Form F-1 (“Amendment No. 1”). We set forth below in bold the comments in your letter relating to
the Registration Statement followed by our responses to the comments.

Form F-1 filed September 12, 2024

Exhibits

    1.
    Please request counsel to remove assumption 2.11 from the legal opinion filed as Exhibit 5.1. It is not appropriate for counsel to assume that the company is not in bankruptcy. For more information, refer to Section II.B.3.a of Staff Legal Bulletin No. 19.

RESPONSE: We respectfully advise the staff that
we have removed assumption 2.11 from the Exhibit 5.1 and refiled the legal opinion to Amendment No 1.

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/ Kendrew Hartanto

    Chief Executive Officer

September 17, 2024
Kendrew Hartanto
Chief Executive Officer
BrilliA Inc
220 Orchard Road
Unit 05-01, Midpoint Orchard
Singapore 238852
Re:BrilliA Inc
Registration Statement on Form F-1
Filed September 12, 2024
File No. 333-282056
Dear Kendrew Hartanto:
            We have reviewed your registration statement and have the following comment.
            Please respond to this letter by amending your registration statement and providing the
requested information. 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 any amendment to your registration statement and the information you
provide in response to this letter, we may have additional comments.
Form F-1 filed September 12, 2024
Exhibits
1.Please request counsel to remove assumption 2.11 from the legal opinion filed as Exhibit
5.1. It is not appropriate for counsel to assume that the company is not in bankruptcy. For
more information, refer to Section II.B.3.a. of Staff Legal Bulletin No. 19.
            We remind you that the company and its management are responsible for the accuracy and
adequacy of their disclosures, notwithstanding any review, comments, action or absence of action
by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.

September 17, 2024
Page 2
            Please contact Beverly Singleton at 202-551-3328 or Kevin Stertzel at 202-551-3723 if
you have questions regarding comments on the financial statements and related matters. Please
contact Erin Donahue at 202-551-6063 or Jennifer Angelini at 202-551-3047 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

August 20, 2024
Kendrew Hartanto
Chief Executive Officer
BrilliA Inc
220 Orchard Road
Unit 05-01, Midpoint Orchard
Singapore 238852
Re:BrilliA Inc
Amendment No. 4 to Draft Registration Statement on Form F-1
Submitted August 13, 2024
CIK No. 0002000230
Dear Kendrew Hartanto:
            We have reviewed your amended registration statement and have the following
comment(s).
            Please respond to this letter by amending your registration statement and providing the
requested information. 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 any amendment to your registration statement and the information you
provide in response to this letter, we may have additional comments. Unless we note otherwise,
any references to prior comments are to comments in our June 17, 2024 letter.
Amendment No. 4 to Draft Registration Statement on Form F-1
Capitalization, page 30
1.Please refer to the total capitalization amount in the pro forma as adjusted column. It
appears the amount should be revised to equate with the total shareholders' equity amount
of $15.6 million.

March 31, 2024 Audited Financial Statements of MAP
Report of Independent Registered Public Accounting Firm, page F-33
2.Please obtain an audit opinion that includes a complete date with month, day, and year.
The current disclosure included in your amendment presents a date of July XX, 2024.

August 20, 2024
Page 2
Signatures, page II-5
3.Despite your response to prior comment 2, it does not appear that your registration
statement has been signed by anyone in the capacity of principal accounting officer or
controller; accordingly we reissue our comment. Please revise to identify the individual
signing in the capacity of your principal accounting officer or controller. If someone
is signing in more than one capacity ( e.g., both as principal financial and accounting
officer), indicate each capacity in which such person is signing. Refer to the Instructions
to Signatures on Form F-1.
            Please contact Beverly Singleton at 202-551-3328 or Kevin Stertzel at 202-551-3723 if
you have questions regarding comments on the financial statements and related matters. Please
contact Erin Donahue at 202-551-6063 or Jennifer Angelini at 202-551-3047 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

United States securities and exchange commission logo
June 17, 2024
Kendrew Hartanto
Chief Executive Officer
BrilliA Inc
220 Orchard Road
Unit 05-01, Midpoint Orchard
Singapore 238852
Re:BrilliA Inc
Amendment No. 3 to Draft Registration Statement on Form F-1
Submitted June 12, 2024
CIK No. 0002000230
Dear Kendrew Hartanto:
            We have reviewed your amended 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. Unless we note otherwise, any references to prior comments are to comments in our
June 6, 2024, letter.
Amendment No. 3 to Draft Registration Statement on Form F-1
Unaudited Pro Forma Condensed Combined Financial Information, page 37
1.We note your revisions made in response to prior comment 1. We further note that IAS
10, paragraph 22(a) states that major business combination after the reporting period
(IFRS 3...) is an example of a non-adjusting event after the reporting period that would
generally result in disclosure, and no adjustments to the amounts recognized in the
financial statements as indicated in IAS 10, paragraph 10. By analogy, your accounting
treatment under IFSR 2, Share-based Payment, and that of a reverse acquisition at
historical cost would similarly represent a non-adjusting event after the reporting period
and therefore no adjustment of the amounts should be recognized in the financial

 FirstName LastNameKendrew Hartanto
 Comapany NameBrilliA Inc
 June 17, 2024 Page 2
 FirstName LastName
Kendrew Hartanto
BrilliA Inc
June 17, 2024
Page 2
statements for the reverse merger acquisition as of the fiscal year ended March 31, 2024,
given the reorganization subsequently occurred on April 30, 2024. It appears the
Company should include separate updated March 31, 2024 audited historical financial
statements of Bra Pro and MAP, along with unaudited pro forma financial statements
reflecting the merger transaction as currently presented.
Signatures, page II-5
2.Please revise to identify the individual signing in the capacity of your principal accounting
officer or controller. If someone is signing in more than one capacity, indicate
each capacity in which such person is signing. Refer to the Instructions to Signatures on
Form F-1.
            Please contact Beverly Singleton at 202-551-3328 or Kevin Stertzel at 202-551-3723 if
you have questions regarding comments on the financial statements and related matters. Please
contact Erin Donahue at 202-551-6063 or Jennifer Angelini at 202-551-3047 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       Ye Mengyi “Jason”

United States securities and exchange commission logo
June 6, 2024
Kendrew Hartanto
Chief Executive Officer
BrilliA Inc
220 Orchard Road
Unit 05-01, Midpoint Orchard
Singapore 238852
Re:BrilliA Inc
Amendment No. 2 to Draft Registration Statement on Form F-1
Submitted May 31, 2024
CIK No. 0002000230
Dear Kendrew Hartanto:
            We have reviewed your amended draft registration statement and have the following
comment(s).
            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. Unless we note otherwise, any references to prior comments are to comments in our
May 24, 2024 letter.
Amendment No. 2 to Draft Registration Statement on Form F-1
Unaudited Pro Forma Condensed Combined Financial Information, page 37
1.Please address the following:

•We note your revisions made in the first paragraph on page 37 in response to prior
comment 9.  In this regard we see that you have included the respective comparable
prior periods in a single column alongside the current period presentation. Revise
your presentation to include separate pro forma statements of profit or loss and other
comprehensive income (along with related pro forma adjustments and corresponding
footnotes) for the six months ended September 30, 2023, the six months ended

 FirstName LastNameKendrew Hartanto
 Comapany NameBrilliA Inc
 June 6, 2024 Page 2
 FirstName LastName
Kendrew Hartanto
BrilliA Inc
June 6, 2024
Page 2
September 30, 2022, the fiscal year ended March 31, 2023, and the fiscal year ended
March 31, 2022.

•Refer to the statements of profit or loss and other comprehensive income. Provide
sub-totals in the column of your transaction accounting adjustments as previously
requested in prior comment 11. We note you only provided the sub-totals on the pro
forma statement of financial position.

•Refer to the tabular disclosure in adjustment (c) on page 41. Please reconcile the
amounts shown for the line item pro forma adjusted net profit with the amounts
disclosed on page 39 for the line item profit for the financial year, attributable to the
owners of the parent.

•Refer to the tabular disclosure in adjustment (d) on page 41. For the sub footnote (1)
disclosure, clarify that you are presenting pro forma for the reorganization only, and
not pro forma as adjusted for the net proceeds of the offering.
Related Party Transactions, page 101
2.We note your response to our prior comment 15 and reissue it in part. Please revise this
section to provide the information required by Item 4(a) of Form F-1 and Item 7.B of
Form 20-F. Your revised disclosure should clearly describe the nature and extent of any
transactions which are material or unusual in their nature or conditions, and the amount of
outstanding loans and other information required by Item 7.B of Form 20-F, including
with respect to the underlying transactions reported in the table on page 103. File any
related party contract required to be filed as an exhibit pursuant to Item 601(b)(10) of
Regulation S-K.
Index to Financial Statements, page F-1
3.We note your disclosures made in response to prior comment 16. As previously requested,
also disclose under Basis of Presentation on pages F-37 and F-97 as to whether all
adjustments are of a "normal" recurring nature.

 FirstName LastNameKendrew Hartanto
 Comapany NameBrilliA Inc
 June 6, 2024 Page 3
 FirstName LastName
Kendrew Hartanto
BrilliA Inc
June 6, 2024
Page 3
            Please contact Beverly Singleton at 202-551-3328 or Hugh West at 202-551-3872 if you
have questions regarding comments on the financial statements and related matters. Please
contact Erin Donahue at 202-551-6063 or Jennifer Angelini at 202-551-3047 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       Ye Mengyi “Jason”

United States securities and exchange commission logo
May 24, 2024
Kendrew Hartanto
Chief Executive Officer
BrilliA Inc
220 Orchard Road
Unit 05-01, Midpoint Orchard
Singapore 238852
Re:BrilliA Inc
Amendment No. 1 to Draft Registration Statement on Form F-1
Submitted May 14, 2024
CIK No. 0002000230
Dear Kendrew Hartanto:
            We have reviewed your amended 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. Unless we note otherwise, any references to prior comments are to comments in our
March 28, 2024, letter.
Amendment No. 1 to Draft Registration Statement on Form F-1
Cover Page
1.We note that you have revised footnote 1 to the table on your prospectus cover to refer to
the low end of the price range, rather than to the mid-point as is customary. Please revise
or provide your analysis as to why you believe it is appropriate to disclose the minimum
proceeds pursuant to Item 501(b)(3) of Regulation S-K.
BrilliA, Bra Pro, BrilliA Singapore and MAP - Group Reorganization, page iii
2.We have reviewed your disclosures in response to our prior comment 4. In the last bullet
point on page iv, please further disclose if true, the reasons why no historical financial

 FirstName LastNameKendrew Hartanto
 Comapany NameBrilliA Inc
 May 24, 2024 Page 2
 FirstName LastNameKendrew Hartanto
BrilliA Inc
May 24, 2024
Page 2
statements are presented for BrilliA Inc., (the Registrant), as it is a holding company with
no material assets, liabilities, revenues and has conducted no material business operations
since its formation on July 14, 2023.
Risk Factors
Risks Related to Our Business and Industry
There could be a potential conflict of interest between our controlling shareholder...., page 10
3.Please revise the reference to Mr. Salim’s “beneficial interest” in PT Diana Mode
Indonesia to disclose his ownership interest and management role(s), clearly indicating
whether he controls that company and whether and how he will benefit from the DIANA
license and from your development of the DIANA brand.
Our business and operations may be affected by our ability to enter into or renew the existing
license agreement for the DIANA Brand, page 13
4.We note your response to our prior comment 25. Please expand your disclosure to more
fully discuss the material risks associated with the Company developing a licensed
related-party brand. For instance, and without limitation, we note that the Company
expects to develop and market the brand as described on pages 12-13, using 15% of the
net offering proceeds as described on page 28, but it appears that the benefits thereof will
accrue to Mr. Salim, and not to the Company, if the Diana license is terminated,
restricted, or non-renewed. Revise to disclose this and other potential risks related to
investing resources to develop and market the DIANA brand, including risks to your other
lines of business, financial condition, and results of operations. Clearly disclose the
consequences, including quantification of amounts where possible, if the DIANA license
is terminated, restricted, or non-renewed and your business plan can no longer be pursued.
In addition, revise disclosure in the caption and text of this risk factor that indicates you
have not yet entered into the license agreement for consistency with disclosure elsewhere.
Our controlling shareholder may have potential conflicts of interest with us...., page 21
5.We note your response to our prior comment 12. Please further revise to disclose the
management roles that Mr. Salim holds with the Company (i.e., in addition to his
controlling shareholder interest), and to describe his resulting ability to influence or
control the Company’s business and operations. Additionally discuss Mr. Salim’s roles as
marketing consultant and commissioner, as referenced on page 108, and clarify what the
role of “commissioner” entails.
Capitalization, page 29
6.We have reviewed your revisions in response to prior comment 13. Please address the
following:

•In the first bullet point, expand the description that "on an actual basis" reflects the

 FirstName LastNameKendrew Hartanto
 Comapany NameBrilliA Inc
 May 24, 2024 Page 3
 FirstName LastNameKendrew Hartanto
BrilliA Inc
May 24, 2024
Page 3
total capitalization of Bra Pro as the accounting acquirer of BrilliA Inc., the
accounting acquiree which has no operations. Provide a cross-reference to the
relevant discussion thereof for further details.

•Revise the shareholders' equity section to provide separate equity sections of Bra Pro
as distinct from the equity line items of the pro forma combined reorganized entity. In
this regard, we note the actual equity line items of Bra Pro are ordinary paid-in
capital and retained earnings, whereas the other equity line items appear to be
representative of the pro forma combined reorganized entity and as further adjusted
for the effects of the IPO. Please revise to group the respective equity lines of Bra Pro
and those of the pro forma combined company separately.

•For the equity line item of Class A Shares, clarify in the description that the
outstanding shares of 20,000,000 is shown on a pro forma basis, rather than actual
basis. Similarly for the equity line item of Class B Shares, clarify in the description
that the outstanding shares of 5,000,000 is shown on both a pro forma and pro forma
as adjusted basis, rather than actual basis.

•Provide a footnote explanation of the equity line items Merger reserve and Non-
controlling interests, and as how they was determined, as we assume these are equity
line items pertaining to the reorganized pro forma combined company, BrilliA Inc.

•We anticipate after the above revisions that there will be no outstanding amounts for
the equity line items of Bra Pro shown in the columns of Pro Forma and Pro Forma
As Adjusted. Given that Bra Pro will be reflected as a consolidated entity, these
respective columns should instead only reflect the effects of the reorganized pro
forma combined company, and as further adjusted for the effects of the IPO.
History and Corporate Structure, page 32
7.Refer to the last sentence in the first paragraph under Corporate Structure. Please
reconcile the paid-up capital of BrilliA of US$500 of Class B Shares and US$6,600,000 of
Class A Shares with the respective paid-in capital line items in the Capitalization table on
page 29, which have no amounts shown within the pro forma column. Also, refer to the
third paragraph under Basis of Consolidation and describe the relationship between Mr.
Koh Wah Seng Philip, the sole owner of BrilliA Singapore prior to the March 7, 2024,
share exchange agreement, with that of the owners of BrilliA Inc. We note you disclose
that Mr. Koh Wah Seng Philip was deemed as a transitory to facilitate the acquisition of
MAP by BrilliA.
8.Your disclosure in response to our prior comment 16 appears to indicate that the corporate
reorganization has been completed. Please revise the following language on page 33
accordingly, or advise:  “The chart below sets out our corporate structure on an assumed
basis upon completion of the reorganization.”

 FirstName LastNameKendrew Hartanto
 Comapany NameBrilliA Inc
 May 24, 2024 Page 4
 FirstName LastNameKendrew Hartanto
BrilliA Inc
May 24, 2024
Page 4
Unaudited Pro Forma Condensed Combined Financial Information, page 35
9.In the first paragraph of the introductory on page 35, clarify that you are presenting a pro
forma statement of financial position for the most recent balance sheet date (i.e.,
September 30, 2023) presented in the filing. The fiscal year ended March 31, 2023, pro
forma statement of financial position is not required and can be omitted. Refer to Rule 11-
02(c)(1) of Regulation S-X. Also, pro forma statements of profit or loss and other
comprehensive income should be provided for all periods for which historical financial
statements are required in the filing, given the accounting treatment of reorganization of
the common control entities. Refer to Rule 11-02(c)(2)(ii) of Regulation S-X. In this
regard, pro forma statements of profit or loss and other comprehensive income are to be
provided for the years ended March 31, 2022 and 2023, and the subsequent six months
interim period ended September 30, 2023, and comparable six months ended September
30, 2022.
10.Refer to the fifth paragraph of the introductory section on page 35 and clarify that the pro
forma adjustments and allocation of the purchase price are based on historical cost with no
adjustments of fair value, given you are applying the pooling of interest method of
accounting (due to the common control nature) to the reorganization transaction. Your
current disclosure states the adjustments and allocations are based in part on provisional
estimates of the fair value of assets acquired and liabilities assumed and that any final
adjustments "could affect the fair value" assigned.
11.We have reviewed your revisions made in response to prior comment 47. Please expand to
address the following:

•Disclose on the introductory page of the pro forma financial statements if true, that no
historical financial statements of BrilliA Inc. or BrilliA Singapore are provided in the
filing, as each entity had no material assets, liabilities, revenues or operations since
their formations.

•As previously requested, include sub-totals and totals of your transaction accounting
adjustments column on both the pro forma statements of financial position and pro
forma statements of profit or loss.

•Revise the historical amounts for MAP in the pro forma statement of profit or loss for
the six months ended September 30, 2023 on page 37 to agree with the
related amounts disclosed in MAP's unaudited interim financial statements on page
F-91.

•Provide us with your computation of each of the adjustment amounts shown in the
equity section of the September 30, 2023 statements of financial position on page 37
and tell us how they relate to the respective narrative adjustment descriptions on page
38.

 FirstName LastNameKendrew Hartanto
 Comapany NameBrilliA Inc
 May 24, 2024 Page 5
 FirstName LastNameKendrew Hartanto
BrilliA Inc
May 24, 2024
Page 5
•Refer to page 41 and provide us with your computation of adjustment (c), as the
disclosure of the number of pro forma weighted average shares does not agree with
the data shown on page 40.
Industry Overview, page 55
12.We note your response to our prior comment 18. However, it continues to appear that
most of the information and data in this section have been derived from a third-party
commissioned report. Please revise or tell us why you believe it is appropriate to include
14 pages of graphics and accompanying test from this report in your prospectus. Refer to
Question 101.02 of our Securities Act Forms Compliance and Disclosure Interpretations
for guidance. In this regard, we note that graphics should accurately represent your current
business and not be confusing.
Intellectual Property, page 90
13.We note your response to previous comment 26, and your disclosure here that the DIANA
brand was previously licensed by PT Gunung Mas International before PT Gunung
transferred all rights, ownership, and interests in the DIANA trademarks to PT Diana
Mode Indonesia. Please revise this section to clarify whether there is any relationship
between Mr. Salim and PT Gunung, and include appropriate disclosure within the related
party transactions section.
Property, page 93
14.We note your response to prior comment 30, and reissue in part. Please revise your
disclosure to provide the information required by Item 4(a) of Form F-1 and Item 4.D of
Form 20-F. Specifically, please clarify the business purpose of the leased apartment.
Related Party Transactions, page 107
15.We note your response to our prior comment 36 and reissue it. Please revise this section to
provide the information required by Item 4(a) of Form F-1 and Item 7.B of Form 20-F.
Your revised disclosure should clearly describe the nature and extent of any transactions
which are material or unusual in their nature or conditions, and the amount of outstanding
loans and other information required by Item 7.B of Form 20-F. Without limitation,
provide such disclosure with respect to the underlying transactions reported in the table of
“Net outstanding balances with related parties.” In addition, clarify the nature of the
relationships and quantify the equity interests referenced in the table on page 107. File any
related party contract required to be filed as an exhibit pursuant to Item 601(b)(10) of
Regulation S-K.
Index to Financial Statements, page F-1
16.Refer to the September 30, 2023, unaudited interim financial statements of both Bra Pro
and MAP. Provide disclosure under Basis of Preparation on pages F-37 and F-97 as to

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BrilliA Inc
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whether the unaudited interim financial statements reflect all adjustments which are, in the
opinion of management, necessary to a fair statement of the results for the interim periods
presented. Also disclose if all such adjustments are of a normal recurring nature. Refer to
Rule 10-01(b)(8) of Regulation S-X.
17.We note the March 31, 2023, audited financial statements of both Bra Pro and MAP are
older than 12 months at the date of this amended registration statement. Please be advised
that since this is an initial public offering of your ordinary shares, you are required to
provide updated annual financial statements and related disclosures pursuant to Item 8.A.4
of Form 20-F or, if applicable, you should provide the representations required by
Instruction 2 to Item 8.A.4 in an exhibit to the filing.
            Please contact Beverly Singleton at 202-551-3328 or Kevin Stertzel at 202-551-3723 if
you have questions regarding comments on the financial statements and related matters. Please
contact Erin Donahue at 202-551-6063 or Jennifer Angelini at 202-551-3047 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       Ye Mengyi “Jason”

United States securities and exchange commission logo
March 28, 2024
Kendrew Hartanto
Chief Executive Officer
BrilliA Inc
220 Orchard Road
Unit 05-01, Midpoint Orchard
Singapore 238852
Re:BrilliA Inc
Draft Registration Statement on Form F-1
Submitted March 7, 2024
CIK No. 0002000230
Dear Kendrew Hartanto:
            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
Cover Page
1.We note your disclosure that the offering is contingent upon listing on Nasdaq or another
national securities exchange. Please revise for consistency with disclosure on page 111
that indicates the offering is contingent upon Nasdaq listing (i.e., without reference to
other exchanges), or advise.
2.We note your disclosure that you will be a controlled company after the closing of this
offering. Please revise your cover page to state whether you intend to take advantage of
the controlled company exemptions under the Nasdaq rules. Additionally revise your
prospectus summary to identify the Nasdaq regulations for which you intend to claim an
exemption as a foreign private issuer, consistent with disclosure on page 18.

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Presentation of Financial Information, page iii
3.In the first paragraph under Basis of Presentation, please expand to disclose that the
financial statements included in the filing have been prepared and presented in accordance
with International Financial Reporting Standards ("IFRS") as issued by the International
Accounting Standards Board ("IASB").
4.Refer to Financial Information in U.S. Dollars. Please expand to clarify that the filing
includes:

•unaudited pro forma financial statements of BrilliA Inc ("BrilliA" or "the Company")
as of and for the year ended March 31, 2023 presented in U.S. dollars ("USD").

•audited financial statements of Bra Pro Limited ("Bra Pro") for the two years ended
March 31, 2023 presented in U.S. dollars ("USD"), which is the functional currency
and reporting currency.

•audited financial statements of PT Mirae Asia Pasifik ("MAP") for the two years
ended March 31, 2023 presented in Indonesian Rupiah ("IDR"), which is the
functional and reporting currency, and that solely for the convenience of the reader,
you are presenting a U.S. dollar convenience translation for the most recent fiscal
year using a year-end translation rate of USD1.00 = IDR15,062 at March 31, 2023.
5.Provide a subsection heading, such as the Group Reorganization to explain the
reorganization or restructuring that is yet to be completed. We note that BrilliA is a newly
formed holding company with no operations and will succeed to the operations of Bra Pro
and MAP via a Group restructuring, share swap agreement, and/or reorganization between
these entities and their shareholders. Please disclose this information and the relevant
various dates of completion, along with addressing the following:

•Tell us and disclose how you will treat the Group restructuring for accounting
purposes, such as applying the predecessor value method (i.e., historical cost values
or existing book values, with no goodwill recognized).

•Tell us the controlling shareholders and ownership percentage of each of BrilliA, Bra
Pro and MAP before and following completion of the reorganization. We note that
BrilliA Singapore was created on December 5, 2023 as a wholly-owned subsidiary of
BrilliA for the purpose to acquire MAP.

•Disclose if true, that Bra Pro has been identified as the direct Predecessor entity to
BrilliA, and that in turn BrilliA is deemed to be the Successor entity.

•Disclose that upon the completion of the restructuring, the historical financial
statements of Bra Pro will represent the historical financial statements of BrilliA
going forward.

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•Disclose if Bra Pro will be considered as the accounting acquirer entity of MAP, with
MAP being considered as the acquired entity. Disclose and tell us how you will
account for the acquisition, such as via the acquisition method described in paragraph
10 of IFRS 3 (Business Combinations), or at historical cost values. Otherwise, to the
extent BrilliA Singapore will be the acquirer, tell us and disclose how you will
account for this acquisition or share exchange.

•To the extent that Bra Pro is determined to be the Predecessor entity to BrilliA and
also the acquirer of MAP, tell us and disclose the reasons why Bra Pro would be
considered the acquirer entity, such as it has the larger operations in terms of
revenues and assets, has control or power over MAP and any other aspects for
determining the acquirer pursuant to paragraphs 6 and 7 of IFRS 3 (Business
Combinations) and paragraphs 5 through 7 of IFRS 10 (Consolidated Financial
Statements).
Prospectus Summary, page 1
6.Please revise your summary to present a more balanced description of the challenges
and/or weaknesses of your business and operations. For example, you highlight your
competitive strengths and growth strategies without equally prominent disclosure
regarding your weaknesses.
Risk Factors, page 9
7.Please add risk factor disclosure to clearly identify the extent to which you manufacture
your own products and/or rely on third-party manufacturers in Indonesia, Thailand, and
China to manufacture your products, current and planned, and to discuss the material risks
related to manufacturing.
8.We note your risk factor disclosure that you heavily rely on third-party suppliers for the
production of textile. Please update this risk factor disclosure if you have experienced any
material disruptions due to this reliance.
9.Please add risk factor disclosure to identify the primary raw materials used for your
products, current and planned, and to discuss material related risks related to supply.
10.Please disclose whether and how your business, products, or operations are materially
impacted by supply chain disruptions, especially in light of Russia’s invasion of Ukraine
and the effectiveness of the Uyghur Forced Labor Prevention Act ("UFLPA"). For
example, discuss whether you have or expect to:

•suspend the production, purchase, sale, or maintenance of certain items;
•experience labor shortages that impact your business;
•experience cybersecurity attacks in your supply chain;
•experience higher costs due to constrained capacity or increased commodity prices or

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challenges sourcing materials (e.g., cotton or other raw material sourced from
Western China);
•experience surges or declines in consumer demand for which you are unable to
adequately adjust your supply;
•be unable to supply products at competitive prices or at all due to export restrictions,
sanctions, tariffs, trade barriers, or political or trade tensions among countries or the
ongoing invasion; or
•be exposed to supply chain risk in light of Russia’s invasion of Ukraine, the
effectiveness of the UFLPA, and/or related geopolitical tensions.

Explain whether and how you have undertaken efforts to mitigate the impact and where
possible quantify the impact to your business. In this regard, we note disclosure on page
72 regarding your plans to impose order terms and obtain supplier certifications regarding
the sourcing of textile from China’s Xinjiang Uyghur Autonomous Region.
We may be unable to successfully implement our business objectives and our expansion plans
may not be successful, page 10
11.Please expand your risk factor disclosure to more fully discuss the potential risks related
to your business plan. Without limitation, your disclosure should address the specific risks
related to the expected development and marketing of DIANA-branded products,
development of your online selling platform, opening of retail and pop-up outlets in
Indonesia and elsewhere, and investment in other garment segments.
Our controlling shareholder has substantial influence over the Company, page 19
12.Please revise your disclosure to highlight potential conflicts of interest related to Mr.
Salim’s management roles, in addition to his controlling shareholding interest and voting
control.
Capitalization, page 27
13.Please clarify that the actual historical data presented is that of Bra Pro, which may be
considered the predecessor entity to BrilliA. In this regard, further expand the
shareholders' equity section to also provide the actual historical equity line items,
including share data, of Bra Pro, as your current equity disclosures appear to solely
represent that of BrilliA.
Management's Discussion and Analysis of Financial Condition and Results of Operations, page
30
14.We note your MD&A includes two separate sets of discussion consisting of Bra Pro and
MAP. To the extent the reorganization transactions have not been completed in the next
amendment, please consider revising the current presentation of MD&A to instead
include separate sets of MD&A discussion of these entities under two separate MD&A
headings. The separate MD&A's should include an overview section of the proposed

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reorganization with BrilliA, including the anticipated reorganization completion date, that
the reorganized entity will consist of the combined operations of BrilliA, Bra Pro, and
MAP, that the financial results are prepared under IFRS as issued by the IASB, and the
reporting currency of the combined company. At the beginning of each respective MD&A
discussion, disclose which currency the financial results of operations and liquidity
are being presented.
15.We note references to a "Failure in customers' order shipment arrangement" and “flawless
execution of orders” on pages 36 and 38, respectively. Please revise to reconcile the
apparent inconsistency or to otherwise balance your description of MAP. Please also
revise to reconcile the apparent inconsistency in the number of customers representing
90% or 100% of revenue on pages 9 and 45.
History and Corporate Structure, page 46
16.Please revise this section to clarify when the reorganization will be completed, modifying
the reference to the “corporate structure on an assumed basis” as appropriate. If the
reorganization is not expected to be completed prior to the offering, discuss the reasons
why and the related uncertainties and risks.
17.If Bra Pro and MAP are under the control of Mr. Salim and potentially other related
parties, then please include disclosure regarding the transactions referenced in this section
within your related party transactions section.
Industry Overview, page 48
18.We note your disclosure that all the information and data in this section have been derived
from a third-party commissioned report, consisting of graphics with some accompanying
text. We further note that graphics should accurately represent your current business and
not be confusing. Accordingly, please revise this section to explain how the industry
information relates to your business, clearly distinguishing between your current and
planned operations, and to provide sufficient context for investors to understand and
evaluate the tables and other information in relation to your company. Refer to Securities
Act Forms Compliance and Disclosure Interpretation 101.02 for guidance.
Business, page 67
19.Please revise this section to more clearly and fully describe your current business,
including discussion of your current services, products, markets, and customers. Ensure
consistency with disclosure elsewhere in your registration statement. In this regard, we
note disclosure on pages 46 (“Bra Pro is principally engaged in sales and marketing of
lingerie’s products”) and 47 (“MAP is principally engaged in providing wholesale trading
of clothing and other management consultation activities”), and well as disclosure on page
42 that you primarily generate revenue from rendering services as the appointed agent to
two customers (described as management services from order allocation to CMTP
contract manufacturers, and logistics arrangements for export of the finished goods).

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20.Please further revise this section to more fully discuss plans to expand and diversify your
business, including the current status, key milestones, expected timetable, and material
obstacles to overcome. Clearly distinguish your aspirations from your accomplishments
throughout. Address, without limitation, whether you expect your current business to be
impacted by your planned business; for instance, whether current customers may be less
willing to purchase your services for their products when you are engaged in developing,
producing, and marketing your own products. Include risk factor disclosure regarding any
material risks to your current business posed by your prospective business.
21.We note disclosure that you primarily focus on delivering brassieres to over 20 esteemed
brands through named international companies. Please revise to clarify whether these
companies represent your customers, including the customers disclosed as representing
approximately 90% or 100% of your revenues on pages 9 and 45. In addition to more
clearly describing your customers, please discuss the material terms of your purchase
order or other customer arrangements.
22.Your disclosure indicates that BrilliA represents the integration of former stand-alone
companies, Bra Pro and MAP. Please revise to more fully explain the steps involved in
integrating the business of these companies, and to discuss material related risks to you
and investors.
23.We note disclosure that your headquarters provides for operational needs except for your
manufacturing capabilities (page 68), but also that an in-house production facility is
located at your headquarters (page 69). Please revise to reconcile this apparent
inconsistency and discuss your manufacturing and/or production facilities, including
capacity and any plans to expand in connection with your business plans.
Our Licensed Brand, page 70
24.Please revise your disclosure to describe the material terms of the DIANA license,
including, without limitation, its termination and renewal provisions. Additionally file the
license agreement as an exhibit to your registration statement.
25.Your business plans appear primarily or solely based on DIANA-branded products, and
we note disclosure that you “plan to further develop the DIANA brand.” However, the
DIANA brand is not owned by the Company and is licensed for a limited period, through
December 31, 2025. Please discuss the risks involved with basing your business growth
upon a third- or related-party brand.
26.We note disclosure that you have licensed the DIANA brand from Mr. Salim (page 73),
while this section indicates PT Gunung Mas International is the licensor. Please revise to
clarify the relationship between Mr. Salim and PT Gunung Mas International, and