SecProbe.io

CORRESP
 1
 filename1.htm

 March 28, 2025

 VIA
EDGAR

 U.S.
Securities & Exchange Commission

 Office
of Life Sciences

 Division
of Corporation Finance

 100
F Street, NE

 Attn:
Doris Stacey Gama and Alan Campbell

 Re:
 Cuprina
 Holdings (Cayman) Limited

 Registration
 Statement on Form F-1

 Initially
 Filed December 6, 2024, as amended

 File
 No. 333-283643

 Ladies
and Gentlemen:

 Pursuant
to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended (the "Act"), the undersigned
hereby joins in the request of Cuprina Holdings (Cayman) Limited that the effective date of the above-referenced Registration Statement
be accelerated so as to permit it to become effective at 4:30 p.m., Eastern Time, on March 31, 2025, or as soon thereafter as
practicable, or at such other time as the Company or its outside counsel, Loeb & Loeb LLP, request by telephone that such Registration
Statement be declared effective.

 Pursuant
to Rule 460 of the General Rules and Regulations of the Securities and Exchange Commission under the Securities Act of 1933, as amended,
please be advised that there will be distributed to each underwriter or dealer, who is reasonably anticipated to participate in the distribution
of the security, as many copies of the proposed form of preliminary prospectus as appears to be reasonable to secure adequate distribution
of the preliminary prospectus.

 The
undersigned advises that it has complied and will continue to comply with the requirements of Rule 15c2-8 under the Securities Exchange
Act of 1934, as amended.

 *
* *

 [ Signature
Page Follows ]

 Very
 truly yours,

 R.F.
 Lafferty & Co., Inc.

 By:

 /s/
 Robert Hackel

 Name:
 Robert
 Hackel

 Title:
 Chief
 Operating Officer

 [ Signature
Page to Underwriter's Acceleration Request Letter ]

CORRESP
 1
 filename1.htm

 Cuprina
Holdings (Cayman) Limited

 c/o
Blk 1090 Lower Delta Road #06-08

 Singapore
169201

 March 28, 2025

 U.S.
Securities & Exchange Commission

 Office
of Life Sciences

 Division
of Corporation Finance

 100
F Street, NE

 Attn:
Doris Stacey Gama and Alan Campbell

 Re:
 Cuprina
 Holdings (Cayman) Limited

 Registration
 Statement on Form F-1

 Initially
 Filed December 6, 2024, as amended

 File
 No. 333-283643

 Pursuant
to Rule 461 under the Securities Act of 1933, as amended, Cuprina Holdings (Cayman) Limited. hereby requests acceleration of effectiveness
of the above referenced Registration Statement so that it will become effective at 4:30 p.m., Eastern Time, on March 31, 2025,
or as soon as thereafter practicable.

 Very
 truly yours,

 /s/
 David Quek Yong Qi

 David
 Quek Yong Qi

 Director
 and Chief Executive Officer

 cc:

 Loeb
 & Loeb LLP

 Winston
 & Strawn LLP

CORRESP
1
filename1.htm

February
14, 2025

Via
Edgar Transmission

Mr.
Alan Campbell / Ms. Doris Stacey Gama

Division
of Corporation Finance

Office
of Life Sciences

U.S.
Securities and Exchange Commission

100
F Street, N.E.

Washington,
DC 20549

    Re:
    Cuprina
    Holdings (Cayman) Limited

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

    Filed
    on February 4, 2025

    File
    No. 333-283643

Dear
SEC Officers:

On
behalf of our client, Cuprina Holdings (Cayman) Limited, a foreign private issuer organized under the laws of the Cayman Islands (the
“Company”), we are filing herewith the Company’s registration statement on Form F-1 (the “Registration
Statement”) and certain exhibits via EDGAR to the Securities and Exchange Commission (the “Commission”).

Concurrently
with the filing of the Registration Statement, the Company is hereby in this letter setting forth the Company’s responses to the
comments contained in the letter from the staff of the Commission (the “Staff”) dated February 13, 2025 on the Company’s
Registration Statement filed on February 4, 2025.

The
Staff’s comments are repeated below in bold and are followed by the Company’s responses. We have included page references
in the Registration Statement where the language addressing a particular comment appears. Capitalized terms used but not otherwise defined
herein have the meanings set forth in the Registration Statement.

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

Consolidated
Financial Statements, page F-1

    1.
    We
    note your registration statement includes audited financial statements that are older than 12 months. Since this represents an initial
    public offering of your ordinary shares, please update your financial statements pursuant to Item 8.A.4 of Form 20-F or provide the
    appropriate representations as to why such update is not necessary in an exhibit. Refer to Instruction 2 to Item 8.A.4.

Response:
In response to the Staff’s comment, the Company has filed the Request for Waiver and Representation under Item 8.A.4 of Form 20-F
as Exhibit 99.7.

If
you have any questions regarding the Registration Statement, please contact the undersigned by phone at +1 310 7285129 or via email at
lvenick@loeb.com.

    Very
    truly yours

    By:
    /s/
    Lawrence Venick

    Lawrence
    Venick

    Partner

    cc:
    David
                                            Quek Yong Qi, Director and Chief Executive Officer, Cuprina Holdings (Cayman) Limited

    Chan
    Tat Jing, Financial Controller, Cuprina Holdings (Cayman) Limited

    Michael
    J. Blankenship, Esq., Winston & Strawn LLP

February 13, 2025
David Quek Yong Qi
Chief Executive Officer
Cuprina Holdings (Cayman) Limited
Blk 1090 Lower Delta Road #06-08
Singapore 169201
Re:Cuprina Holdings (Cayman) Limited
Amendment No. 2 to Registration Statement on Form F-1
Filed February 4, 2025
File No. 333-283643
Dear David Quek Yong Qi:
            We have reviewed your amended 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.
Amendment No.2 to Registration Statement on Form F-1
Consolidated Financial Statements, page F-1
1.We note your registration statement includes audited financial statements that are
older than 12 months. Since this represents an initial public offering of your ordinary
shares, please update your financial statements pursuant to Item 8.A.4 of Form 20-F
or provide the appropriate representations as to why such update is not necessary in an
exhibit. Refer to Instruction 2 to Item 8.A.4.
            Please contact Christine Torney at 202-551-3652 or Angela Connell at 202-551-3426
if you have questions regarding comments on the financial statements and related
matters. Please contact Doris Stacey Gama at 202-551-3188 or Alan Campbell at 202-551-
4224 with any other questions.

February 13, 2025
Page 2
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:Lawrence Venick, Esq.

CORRESP
1
filename1.htm

 February 4, 2025

Via
Edgar Transmission

Mr.
Alan Campbell / Ms. Doris Stacey Gama

Division
of Corporation Finance

Office
of Life Sciences

U.S.
Securities and Exchange Commission

100
F Street, N.E.

Washington,
DC 20549

    Re:
    Cuprina
    Holdings (Cayman) Limited

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

    Filed
    on January 7, 2024

    File
    No. 333-283643

Dear
SEC Officers:

On
behalf of our client, Cuprina Holdings (Cayman) Limited, a foreign private issuer organized under the laws of the Cayman Islands (the
“Company”), we are filing herewith the Company’s registration statement on Form F-1 (the “Registration
Statement”) and certain exhibits via EDGAR to the Securities and Exchange Commission (the “Commission”).

Concurrently
with the filing of the Registration Statement, the Company is hereby in this letter setting forth the Company’s responses to the
comments contained in the letter from the staff of the Commission (the “Staff”) dated January 14, 2025 on the Company’s
Registration Statement filed on January 7, 2024.

The
Staff’s comments are repeated below in bold and are followed by the Company’s responses. We have included page references
in the Registration Statement where the language addressing a particular comment appears. Capitalized terms used but not otherwise defined
herein have the meanings set forth in the Registration Statement.

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

Management

Compensation
of Directors and Executive Officers, page 140

    1.
    Please
    revise this section to provide compensation information for the year ended December 31, 2024.

Response:
In response to the Staff’s comment, the Company has amended the relevant disclosures on page 140 of the Registration Statement.

Exhibits

    2.
    Please
    revise the legal opinion filed as Exhibit 5.1 to cover the Representative’s Warrants.

Response:
In response to the Staff’s comment, we have filed a legal opinion from Loeb & Loeb LLP as exhibit 99.6 to cover the legality
of the Representative’s Warrants.

If
you have any questions regarding the Registration Statement, please contact the undersigned by phone at +1 310 7285129 or via email at
lvenick@loeb.com.

    Very
    truly yours

    By:
    /s/
    Lawrence Venick

    Lawrence
    Venick

    Partner

    cc:
    David
    Quek Yong Qi, Director and Chief Executive Officer, Cuprina Holdings (Cayman) Limited

    Chan
    Tat Jing, Financial Controller, Cuprina Holdings (Cayman) Limited

    Michael
    J. Blankenship, Esq., Winston & Strawn LLP

January 14, 2025
David Quek Yong Qi
Chief Executive Officer
Cuprina Holdings (Cayman) Limited
Blk 1090 Lower Delta Road #06-08
Singapore 169201
Re:Cuprina Holdings (Cayman) Limited
Amendment No. 1 to Registration Statement on Form F-1
Filed January 7, 2025
File No. 333-283643
Dear David Quek Yong Qi:
            We have reviewed your amended registration statement and have the following
comments.
            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.
Amendment No. 1 to Registration Statement on Form F-1
Management
Compensation of Directors and Executive Officers, page 140
1.Please revise this section to provide compensation information for the year ended
December 31, 2024.
Exhibits
2.Please revise the legal opinion filed as Exhibit 5.1 to cover the Representative's
Warrants.

January 14, 2025
Page 2
            Please contact Christine Torney at 202-551-3652 or Angela Connell at 202-551-3426
if you have questions regarding comments on the financial statements and related
matters. Please contact Doris Stacey Gama at 202-551-3188 or Alan Campbell at 202-551-
4224 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:Lawrence Venick, Esq.

CORRESP
1
filename1.htm

January
6, 2025

Via
Edgar Transmission

Mr.
Alan Campbell / Ms. Doris Stacey Gama

Division
of Corporation Finance

Office
of Life Sciences

U.S.
Securities and Exchange Commission

100
F Street, N.E.

Washington,
DC 20549

    Re:
    Cuprina
    Holdings (Cayman) Limited

    Registration
    Statement on Form F-1

    Filed
    on December 6, 2024

    File
    No. 333-283643

Dear
SEC Officers:

On
behalf of our client, Cuprina Holdings (Cayman) Limited, a foreign private issuer organized under the laws of the Cayman Islands (the
“Company”), we are filing herewith the Company’s registration statement on Form F-1 (the “Registration
Statement”) and certain exhibits via EDGAR to the Securities and Exchange Commission (the “Commission”).

Concurrently
with the filing of the Registration Statement, the Company is hereby in this letter setting forth the Company’s responses to the
comments contained in the letter from the staff of the Commission (the “Staff”) dated December 20, 2024 on the Company’s
Registration Statement filed on December 6, 2024.

The
Staff’s comments are repeated below in bold and are followed by the Company’s responses. We have included page references
in the Registration Statement where the language addressing a particular comment appears. Capitalized terms used but not otherwise defined
herein have the meanings set forth in the Registration Statement.

Registration
Statement on Form F-1

Capitalization,
page 52

    1.
    Please
    revise to include the company’s indebtedness as part of your Capitalization table consistent with Item 3B of Form 20-F.

Response:
In response to the Staff’s comment, the Company has amended the relevant disclosures on page 52 of the Registration Statement.

Exhibits

    2.
    The
    consent of your independent registered public accounting firm included as Exhibit 23.1 refers to Amendment No. 10. Please update
    accordingly.

Response:
In response to the Staff’s comment, we have filed an updated consent from the independent registered public accounting firm as
Exhibit 23.1.

If
you have any questions regarding the Registration Statement, please contact the undersigned by phone at +1 310 7285129 or via email at
lvenick@loeb.com.

    Very
    truly yours

    By:
    /s/
    Lawrence Venick

    Lawrence
    Venick

    Partner

    cc:
    David
    Quek Yong Qi, Director and Chief Executive Officer, Cuprina Holdings (Cayman) Limited

    Chan
    Tat Jing, Financial Controller, Cuprina Holdings (Cayman) Limited

    Michael
    J. Blankenship, Esq., Winston & Strawn LLP

December 20, 2024
David Quek Yong Qi
Chief Executive Officer
Cuprina Holdings (Cayman) Limited
Blk 1090 Lower Delta Road #06-08
Singapore 169201
Re:Cuprina Holdings (Cayman) Limited
Registration Statement on Form F-1
Filed December 6, 2024
File No. 333-283643
Dear David Quek Yong Qi:
            We have reviewed your registration statement and have the following comments.
            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.
Registration Statement on Form F-1
Capitalization, page 52
1.Please revise to include the company's indebtedness as part of your Capitalization
table consistent with Item 3B of Form 20-F.
Exhibits
2.The consent of your independent registered public accounting firm included as
Exhibit 23.1 refers to Amendment No. 10. Please update accordingly.
            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

December 20, 2024
Page 2
time for us to review any amendment prior to the requested effective date of the registration
statement.
            Please contact Christine Torney at 202-551-3652 or Angela Connell at 202-551-3426
if you have questions regarding comments on the financial statements and related
matters. Please contact Doris Stacey Gama at 202-551-3188 or Alan Campbell at 202-551-
4224 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:Lawrence Venick, Esq.

CORRESP
1
filename1.htm

September
26, 2024

VIA
EDGAR

U.S.
Securities & Exchange Commission

Office
of Life Sciences

Division
of Corporation Finance

100
F Street, NE

Attn:
Doris Stacey Gama and Alan Campbell

    Re:
    Cuprina
    Holdings (Cayman) Limited

    Registration
    Statement on Form F-1

    Initially
    Filed March 7, 2024, as amended

    File
    No. 333-277731

Ladies
and Gentlemen:

Pursuant
to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended (the “Act”), the undersigned
hereby joins in the request of Cuprina Holdings (Cayman) Limited that the effective date of the above-referenced Registration Statement
be accelerated so as to permit it to become effective at 4:30 p.m., Eastern Time, on September 30, 2024, or as soon thereafter as practicable,
or at such other time as the Company or its outside counsel, Loeb & Loeb LLP, request by telephone that such Registration Statement
be declared effective.

Pursuant
to Rule 460 of the General Rules and Regulations of the Securities and Exchange Commission under the Securities Act of 1933, as amended,
please be advised that there will be distributed to each underwriter or dealer, who is reasonably anticipated to participate in the distribution
of the security, as many copies of the proposed form of preliminary prospectus as appears to be reasonable to secure adequate distribution
of the preliminary prospectus.

The
undersigned advises that it has complied and will continue to comply with the requirements of Rule 15c2-8 under the Securities Exchange
Act of 1934, as amended.

*
* *

[Signature
Page Follows]

    Very
    truly yours,

    Network
    1 Financial Securities, Inc.

    By:

    /s/
Adam Pasholk

    Name:
    Adam
    Pasholk

    Title:
    Managing
    Director Investment Banking

[Signature
Page to Underwriter’s Acceleration Request Letter]

CORRESP
1
filename1.htm

Cuprina
Holdings (Cayman) Limited

c/o
Blk 1090 Lower Delta Road #06-08

Singapore
169201

September
26, 2024

U.S.
Securities & Exchange Commission

Office
of Life Sciences

Division
of Corporation Finance

100
F Street, NE

Attn:
Doris Stacey Gama and Alan Campbell

    Re:
    Cuprina
    Holdings (Cayman) Limited

    Registration
    Statement on Form F-1

    Initially
    Filed March 7, 2024, as amended

    File
    No. 333-277731

Pursuant
to Rule 461 under the Securities Act of 1933, as amended, Cuprina Holdings (Cayman) Limited. hereby requests acceleration of effectiveness
of the above referenced Registration Statement so that it will become effective at 4:30 p.m., Eastern Time, on September 30, 2024, or
as soon as thereafter practicable.

    Very
    truly yours,

    /s/
    David Quek Yong Qi

    David
Quek Yong Qi

    Director and Chief Executive Officer

    cc:

    Loeb
    & Loeb LLP

    Winston
    & Strawn LLP

CORRESP
1
filename1.htm

September
23, 2024

Via
Edgar Transmission

Mr.
Alan Campbell / Ms. Doris Stacey Gama

Division
of Corporation Finance

Office
of Life Sciences

U.S.
Securities and Exchange Commission

100
F Street, N.E.

Washington,
DC 20549

    Re:
    Cuprina
                                            Holdings (Cayman) Limited

    Amendment
    No. 8 to Registration Statement on Form F-1

    Filed
    on September 19, 2024

    File
    No. 333-277731

Dear
SEC Officers:

On
behalf of our client, Cuprina Holdings (Cayman) Limited, a foreign private issuer organized under the laws of the Cayman Islands (the
“Company”), we are filing herewith the Company’s registration statement on Form F-1 (the “Registration
Statement”) and certain exhibits via EDGAR to the Securities and Exchange Commission (the “Commission”).

Concurrently
with the filing of the Registration Statement, the Company is hereby in this letter setting forth the Company’s responses to the
comments contained in the letter from the staff of the Commission (the “Staff”) dated September 20, 2024 on the Company’s
Registration Statement filed on September 19, 2024.

The
Staff’s comments are repeated below in bold and are followed by the Company’s responses. We have included page references
in the Registration Statement where the language addressing a particular comment appears. Capitalized terms used but not otherwise defined
herein have the meanings set forth in the Registration Statement.

Amendment
No. 8 to Registration Statement on Form F-1

Prospectus
Summary

Corporate
History and Structure, page 7

    1.
    We
    note your response to prior comment 1 and your revised corporate structure chart indicating that public investors will own 24.14%
    of your company following the offering. We further note that your disclosure on page 51 indicates that new investors will own 17.2%
    of your company following the offering. Please reconcile your disclosure or advise.

Response:
In response to the Staff’s comment, the Company has amended the relevant disclosures on pages 7 and 53 of the Registration Statement.

If
you have any questions regarding the Registration Statement, please contact the undersigned by phone at +852.5600.0188 or via email at
lvenick@loeb.com.

    Very
    truly yours

    By:
    /s/
    Lawrence Venick

    Lawrence
    Venick

    Partner

    cc:
    David
                                            Quek Yong Qi, Director and Chief Executive Officer, Cuprina Holdings (Cayman) Limited

    Chan
    Tat Jing, Financial Controller, Cuprina Holdings (Cayman) Limited

    Michael
    J. Blankenship, Esq., Winston & Strawn LLP

September 20, 2024
David Quek Yong Qi
Chief Executive Officer
Cuprina Holdings (Cayman) Limited
Blk 1090 Lower Delta Road #06-08
Singapore 169201
Re:Cuprina Holdings (Cayman) Limited
Amendment No. 8 to Registration Statement on Form F-1
Filed September 19, 2024
File No. 333-277731
Dear David Quek Yong Qi:
            We have reviewed your amended 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 our 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 September 13, 2024 letter.
Amendment No. 8 to Registration Statement on Form F-1
Prospectus Summary
Corporate History and Structure, page 7
1.We note your response to prior comment 1 and your revised corporate structure chart
indicating that public investors will own 24.14% of your company following the offering.
We further note that your disclosure on page 51 indicates that new investors will own
17.2% of your company following the offering. Please reconcile your disclosure or
advise.
            Please contact Christine Torney at 202-551-3652 or Angela Connell at 202-551-3426 if
you have questions regarding comments on the financial statements and related matters. Please
contact Doris Stacey Gama at 202-551-3188 or Alan Campbell at 202-551-4224 with any other
questions.

September 20, 2024
Page 2
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:Lawrence Venick, Esq.

CORRESP
1
filename1.htm

September
19, 2024

Via
Edgar Transmission

Mr.
Alan Campbell / Ms. Doris Stacey Gama

Division
of Corporation Finance

Office
of Life Sciences

U.S.
Securities and Exchange Commission

100
F Street, N.E.

Washington,
DC 20549

    Re:
    Cuprina
    Holdings (Cayman) Limited

    Amendment
    No. 6 to Registration Statement on Form F-1

    Filed
    on September 9, 2024

    File
    No. 333-277731

Dear
SEC Officers:

On
behalf of our client, Cuprina Holdings (Cayman) Limited, a foreign private issuer organized under the laws of the Cayman Islands (the
“Company”), we are filing herewith the Company’s registration statement on Form F-1 (the “Registration
Statement”) and certain exhibits via EDGAR to the Securities and Exchange Commission (the “Commission”).

Concurrently
with the filing of the Registration Statement, the Company is hereby in this letter setting forth the Company’s responses to the
comments contained in the letter from the staff of the Commission (the “Staff”) dated September 13, 2024 on the Company’s
Registration Statement filed on September 9, 2024.

The
Company respectfully advises the Staff that, subject to market conditions, it plans to launch the road show for the proposed offering
as soon as possible. The Company would appreciate the Staff’s timely assistance and support to the Company in meeting the proposed
timetable for the offering.

The
Staff’s comments are repeated below in bold and are followed by the Company’s responses. We have included page references
in the Registration Statement where the language addressing a particular comment appears. Capitalized terms used but not otherwise defined
herein have the meanings set forth in the Registration Statement.

Amendment
No. 6 to Registration Statement on Form F-1

Prospectus
Summary

Corporate
History and Structure, page 7

    1.
    Please
    revise the chart in this section and on page 53 to show the post-offering ownership percentages.

Response:
In response to the Staff’s comment, the Company has amended the relevant disclosures on pages 7 and 53 of the Registration Statement.

Business

Licenses,
Permits, Registrations and Approvals, page 103

    2.
    Your
                                            disclosure on page 104 indicates that your Hong Kong import permit has expired. Please
                                            revise to clarify the status of this permit.

Response:
In response to the Staff’s comment, the Company has added the relevant disclosures on page 104 of the Registration Statement.

Underwriting,
page 160

    3.
    We
    note your disclosure that the underwriters will offer selected dealers shares at the initial public offering price less a selling
    concession not in excess of US$4.50 per share.

Response:
In response to the Staff’s comment, the Company has amended the relevant disclosures on page 160 of the Registration Statement.

General

    4.
    Please
    revise the legal opinion filed as Exhibit 5.1 to quantify the number of shares and warrants being registered.

Response:
In response to the Staff’s comment, the Company has filed an update Exhibit 5.1 in the Registration Statement.

If
you have any questions regarding the Registration Statement, please contact the undersigned by phone at +852.5600.0188 or via email at
lvenick@loeb.com.

    Very truly yours

    By:
    /s/
    Lawrence Venick

    Lawrence Venick

    Partner

    cc:
    David
    Quek Yong Qi, Director and Chief Executive Officer, Cuprina Holdings (Cayman) Limited

    Chan
    Tat Jing, Financial Controller, Cuprina Holdings (Cayman) Limited

    Michael
    J. Blankenship, Esq., Winston & Strawn LLP

CORRESP
1
filename1.htm

September
16, 2024

Via
Edgar Transmission

Mr.
Alan Campbell / Ms. Doris Stacey Gama

Division
of Corporation Finance

Office
of Life Sciences

U.S.
Securities and Exchange Commission

100
F Street, N.E.

Washington,
DC 20549

    Re:
    Cuprina
    Holdings (Cayman) Limited

    Amendment
    No. 6 to Registration Statement on Form F-1

    Filed
    on September 9, 2024

    File
    No. 333-277731

Dear
SEC Officers:

On
behalf of our client, Cuprina Holdings (Cayman) Limited, a foreign private issuer organized under the laws of the Cayman Islands (the
“Company”), we are filing herewith the Company’s registration statement on Form F-1 (the “Registration
Statement”) and certain exhibits via EDGAR to the Securities and Exchange Commission (the “Commission”).

Concurrently
with the filing of the Registration Statement, the Company is hereby in this letter setting forth the Company’s responses to the
comments contained in the letter from the staff of the Commission (the “Staff”) dated September 13, 2024 on the Company’s
Registration Statement filed on September 9, 2024.

The
Company respectfully advises the Staff that, subject to market conditions, it plans to launch the road show for the proposed offering
as soon as possible. The Company would appreciate the Staff’s timely assistance and support to the Company in meeting the proposed
timetable for the offering.

The
Staff’s comments are repeated below in bold and are followed by the Company’s responses. We have included page references
in the Registration Statement where the language addressing a particular comment appears. Capitalized terms used but not otherwise defined
herein have the meanings set forth in the Registration Statement.

Amendment
No. 6 to Registration Statement on Form F-1

Prospectus
Summary

Corporate
History and Structure, page 7

    1.
    Please
    revise the chart in this section and on page 53 to show the post-offering ownership percentages.

Response:
In response to the Staff’s comment, the Company has amended the relevant disclosures on pages 7 and 53 of the Registration Statement.

Business

Licenses,
Permits, Registrations and Approvals, page 103

    2.
    Your
                                            disclosure on page 104 indicates that your Hong Kong import permit has expired. Please
                                            revise to clarify the status of this permit.

Response:
In response to the Staff’s comment, the Company has added the relevant disclosures on page 104 of the Registration Statement.

Underwriting,
page 160

    3.
    We
    note your disclosure that the underwriters will offer selected dealers shares at the initial public offering price less a selling
    concession not in excess of US$4.50 per share.

Response:
In response to the Staff’s comment, the Company has amended the relevant disclosures on page 160 of the Registration Statement.

General

    4.
    Please
    revise the legal opinion filed as Exhibit 5.1 to quantify the number of shares and warrants being registered.

Response:
In response to the Staff’s comment, the Company has filed an update Exhibit 5.1 in the Registration Statement.

If
you have any questions regarding the Registration Statement, please contact the undersigned by phone at +852.5600.0188 or via email at
lvenick@loeb.com.

    Very truly yours

    By:
    /s/
    Lawrence Venick

    Lawrence Venick

    Partner

    cc:
    David
    Quek Yong Qi, Director and Chief Executive Officer, Cuprina Holdings (Cayman) Limited

    Chan
    Tat Jing, Financial Controller, Cuprina Holdings (Cayman) Limited

    Michael
    J. Blankenship, Esq., Winston & Strawn LLP

September 13, 2024
David Quek Yong Qi
Chief Executive Officer
Cuprina Holdings (Cayman) Limited
Blk 1090 Lower Delta Road #06-08
Singapore 169201
Re:Cuprina Holdings (Cayman) Limited
Amendment No. 6 to Registration Statement on Form F-1
Filed September 9, 2024
File No. 333-277731
Dear David Quek Yong Qi:
            We have reviewed your amended registration statement and have the following
comments.
            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.
Amendment No. 6 to Registration Statement on Form F-1
Prospectus Summary
Corporate History and Structure, page 7
1.Please revise the chart in this section and on page 53 to show the post-offering ownership
percentages.
Business
Licenses, Permits, Registrations and Approvals, page 103
2.Your disclosure on page 104 indicates that your Hong Kong import permit has expired.
Please revise to clarify the status of this permit.
Underwriting, page 160
We note your disclosure that the underwriters will offer selected dealers shares at the
initial public offering price less a selling concession not in excess of US$4.50 per share. 3.

September 13, 2024
Page 2
We further note that the offering price per share to the public is between US$4.00 and
US$4.50 per share. Please revise your disclosure or advise.
General
4.Please revise the legal opinion filed as Exhibit 5.1 to quantify the number of shares and
warrants being registered.
            Please contact Christine Torney at 202-551-3652 or Angela Connell at 202-551-3426 if
you have questions regarding comments on the financial statements and related matters. Please
contact Doris Stacey Gama at 202-551-3188 or Alan Campbell at 202-551-4224 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:Lawrence Venick, Esq.

CORRESP
1
filename1.htm

Morgan,
Lewis & Bockius

c/o
19th Floor,

Edinburgh
Tower, The Landmark

15
Queen’s Road Central, Hong Kong

Direct:
+852.3551.8500

Fax:
+852.3006.4346

www.morganlewis.com

WRITER’S
DIRECT LINE

+86.21.8022.8568

WRITER’S
EMAIL

mathew.lewis@morganlewis.com

July
2, 2024

Confidential

Ms.
Christine Torney

Ms.
Angela Connell

Mr.
Alan Campbell

Ms.
Doris Stacey Gama

Division
of Corporation Finance

Office
of Life Sciences

U.S.
Securities and Exchange Commission

100
F Street, N.E.

Washington,
DC 20549

    Re:
    Cuprina
    Holdings (Cayman) Limited

    Response
    to the Staff’s Comments on

    Registration
    Statement on Form F-1

    Filed
    on June 20, 2024

    File
    No. 333-277731

Dear
Ms. Torney, Ms. Connell, Mr. Campbell, Ms. Gama:

On
behalf of our client, Cuprina Holdings (Cayman) Limited, a foreign private issuer organized under the laws of the Cayman Islands (the
“Company”), we are filing herewith the Company’s registration statement on Form F-1 (the “Registration
Statement”) and certain exhibits via EDGAR to the Securities and Exchange Commission (the “Commission”).

Concurrently
with the filing of the Registration Statement, the Company is hereby in this letter setting forth the Company’s responses to the
comments contained in the letter from the staff of the Commission (the “Staff”) dated June 28, 2024 on the Company’s
Registration Statement filed on June 20, 2024.

The
Company respectfully advises the Staff that, subject to market conditions, it plans to launch the road show for the proposed offering
as soon as possible. The Company would appreciate the Staff’s timely assistance and support to the Company in meeting the proposed
timetable for the offering.

The
Staff’s comments are repeated below in bold and are followed by the Company’s responses. We have included page references
in the Registration Statement where the language addressing a particular comment appears. Capitalized terms used but not otherwise defined
herein have the meanings set forth in the Registration Statement.

    Partners:

    Edwin Luk, June Chan, Connie Cheung, Keith Cheung*#,

    William
    Ho, David Liao, Charles Mo, Billy Wong and Yan Zeng

    Registered
    Foreign Lawyers:

    Eli
    Gao (New York), Maurice Hoo (California),

    Alice
    Huang (California), Mathew Lewis (New York),

    Louise
    Liu (New York), Vivien Yu (New South Wales),

    and
    Ning Zhang (New York)

    *China-Appointed
    Attesting Officer

    #Notary Public of Hong Kong

    19th
    Floor

    Edinburgh Tower, The Landmark

    15 Queen’s Road Central

    Hong Kong
    +852.3551.8500

    +852.3006.4346

Amendment
No. 3 to Registration Statement on Form F-1

General

    1.
    We
    continue to consider your analysis regarding Securities Act Rules Compliance and Disclosure Interpretation 612.09. In that regard,
    we note your disclosure at page II-1 that the shareholders received the shares that they seek to resell in consideration for ordinary
    shares of Cuprina Holdings (BVI) Limited. Please explain the circumstances surrounding their receipt of the shares of Cuprina Holdings
    (BVI) Limited, including, but not limited to, the timing of the issuance and any consideration provided and, in light of your disclosure
    at page F-23, the terms of any share subscriptions. Please also clarify whether these shareholders held any shares in Cuprina Holding
    Pte. Ltd. before the reorganization and, if so, describe the circumstances surrounding the issuance of those shares.

In
response to the Staff’s comment, the Company respectfully submits that the Class A Ordinary Shares proposed to be registered for
sale under the Registration Statements and sold in a secondary offering were issued and allotted to Ms. Dorea Quek En Qi and Mr. Bryan
Teo Ying Jie, collectively referred to as the Resale Shareholders, each a Resale Shareholder, as part of the Company’s internal
reorganization. Each of the Resale Shareholders was issued and allotted 810,000 Class A Ordinary Shares in exchange for the 450 ordinary
shares each of them held in Cuprina Holdings (BVI) Limited on January 17, 2024.

Pursuant
to the relevant subscription agreements entered into between each of the Resale Shareholders, Cuprina Holdings (BVI) Limited, and Cuprina
Holding Pte. Ltd. on January 16, 2024, or the Subscription Agreements, each Resale Shareholder agreed to pay $450 and S$225,000 to Cuprina
Holdings (BVI) Limited and Cuprina Holding Pte. Ltd., respectively. The payment to Cuprina Holdings (BVI) Limited constituted the subscription
of its shares by the Resale Shareholders. The payment to Cuprina Holding Pte. Ltd. constituted the consideration for Cuprina Holding
Pte. Ltd. to agree to exchange its 100% equity interest in Cuprina Pte. Ltd., the principal operating subsidiary of the Group, for certain
shares in Cuprina Holdings (BVI) Limited. Such payments were not contingent upon the completion of the Company’s initial public
offering. The Subscription Agreements were negotiated between the parties on an arm’s length basis.

The
Company further submits that neither of the Resale Shareholders held any shares in Cuprina Holding Pte. Ltd. before the internal reorganization.

In
addition, for the purpose of the Staff’s continued consideration of the analysis regarding Securities Act Rules Compliance and
Disclosure Interpretation 612.09, the Company respectfully submits that it has increased the number of Class A Ordinary Shares to be
offered in the Company’s primary offering, or the Primary Offering Shares, from 2,500,000 to 3,750,000 Class A Ordinary Shares.
As a result, the Primary Offering Shares now represent approximately 48.9% of the total number of Class A Ordinary Shares issued and
outstanding immediately after the initial public offering of the Company, and the number of Class A Ordinary Shares proposed to be registered
for sale under the Registration Statements and sold in a secondary offering is expected to be equivalent to 40% of the number of Primary
Offering Shares. Accordingly, the Company has revised the cover page of the primary prospectus, as well as pages 11, 41, 51, 136, 137,
and Alt-1 of the Registration Statement, to reflect the increased number of Primary Offering Shares.

If
you have any questions regarding the Registration Statement, please contact the undersigned by phone at +86.21.8022.8568 or via email
at mathew.lewis@morganlewis.com.

    Very truly yours

    By:
    /s/
    Mathew Lewis

    Mathew
    Lewis

    Partner

    cc:
    David
    Quek Yong Qi, Director and Chief Executive Officer, Cuprina Holdings (Cayman) Limited

    Chan
    Tat Jing, Financial Controller, Cuprina Holdings (Cayman) Limited

    Michael
    J. Blankenship, Esq., Winston & Strawn LLP

United States securities and exchange commission logo
June 28, 2024
David Quek Yong Qi
Chief Executive Officer
Cuprina Holdings (Cayman) Limited
Blk 1090 Lower Delta Road #06-08
Singapore 169201
Re:Cuprina Holdings (Cayman) Limited
Amendment No. 3 to Registration Statement on Form F-1
Filed June 20, 2024
File No. 333-277731
Dear David Quek Yong Qi:
            We have reviewed your amended 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 our 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.
Amendment No. 3 to Registration Statement on Form F-1
General
1.We continue to consider your analysis regarding Securities Act Rules Compliance and
Disclosure Interpretation 612.09. In that regard, we note your disclosure at page II-1 that
the shareholders received the shares that they seek to resell in consideration for ordinary
shares of Cuprina Holdings (BVI) Limited. Please explain the circumstances surrounding
their receipt of the shares of Cuprina Holdings (BVI) Limited, including, but not limited
to, the timing of the issuance and any consideration provided and, in light of your
disclosure at page F-23, the terms of any share subscriptions. Please also clarify whether
these shareholders held any shares in Cuprina Holding Pte. Ltd. before the reorganization
and, if so, describe the circumstances surrounding the issuance of those shares.

 FirstName LastNameDavid Quek Yong Qi
 Comapany NameCuprina Holdings (Cayman) Limited
 June 28, 2024 Page 2
 FirstName LastName
David Quek Yong Qi
Cuprina Holdings (Cayman) Limited
June 28, 2024
Page 2
            Please contact Christine Torney at 202-551-3652 or Angela Connell at 202-551-3426 if
you have questions regarding comments on the financial statements and related matters. Please
contact Doris Stacey Gama at 202-551-3188 or Alan Campbell at 202-551-4224 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Mathew Lewis, Esq.

CORRESP
1
filename1.htm

Morgan,
Lewis & Bockius

c/o
19th Floor,

Edinburgh
Tower, The Landmark

15
Queen’s Road Central, Hong Kong

Direct:
+852.3551.8500

Fax:
+852.3006.4346

www.morganlewis.com

WRITER’S
DIRECT LINE

+86.21.8022.8568

WRITER’S
EMAIL

mathew.lewis@morganlewis.com

June
20, 2024

Confidential

Ms.
Christine Torney

Ms.
Angela Connell

Mr.
Alan Campbell

Ms.
Doris Stacey Gama

Division
of Corporation Finance

Office
of Life Sciences

U.S.
Securities and Exchange Commission

100
F Street, N.E.

Washington,
DC 20549

    Re:
    Cuprina
    Holdings (Cayman) Limited

    Response
                                            to the Staff’s Comments on

    Registration
    Statement on Form F-1

    Filed
    on June 5, 2024

    File
    No. 333-277731

Dear
Ms. Torney, Ms. Connell, Mr. Campbell, Ms. Gama:

On
behalf of our client, Cuprina Holdings (Cayman) Limited, a foreign private issuer organized under the laws of the Cayman Islands (the
“Company”), we are filing herewith the Company’s registration statement on Form F-1 (the “Registration
Statement”) and certain exhibits via EDGAR to the Securities and Exchange Commission (the “Commission”).

Concurrently
with the filing of the Registration Statement, the Company is hereby in this letter setting forth the Company’s responses to the
comments contained in the letter from the staff of the Commission (the “Staff”) dated June 14, 2024 on the Company’s
Registration Statement filed on June 5, 2024.

The
Company respectfully advises the Staff that, subject to market conditions, it plans to launch the road show for the proposed offering
as soon as possible. The Company would appreciate the Staff’s timely assistance and support to the Company in meeting the proposed
timetable for the offering.

The
Staff’s comments are repeated below in bold and are followed by the Company’s responses. We have included page references
in the Registration Statement where the language addressing a particular comment appears. Capitalized terms used but not otherwise defined
herein have the meanings set forth in the Registration Statement.

    Partners:

                                            Edwin Luk, June Chan, Connie Cheung, Keith Cheung*#,

    William
    Ho, David Liao, Charles Mo, Billy Wong and Yan Zeng

    Registered
    Foreign Lawyers:

    Eli
    Gao (New York), Maurice Hoo (California),

    Alice
    Huang (California), Mathew Lewis (New York),

    Louise
    Liu (New York), Vivien Yu (New South Wales),

    and
    Ning Zhang (New York)

    *China-Appointed
    Attesting Officer

    #Notary Public of Hong Kong

    19th
    Floor

    Edinburgh Tower, The Landmark

    15 Queen’s Road Central

    Hong Kong
    +852.3551.8500

    +852.3006.4346

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

Related
Party Transactions, page 138

    1.
    In
    your response to prior comment 3 you identify the familial ties of Bryan Teo Ying Jie and Dorea Quek En Qi to director and principal
    shareholder Teo Peng Kwang and to chief executive officer, director, and principal shareholder David Quek Yong Qi, respectively.
    Please amend your registration statement to disclose each relationship as you indicated in your response.

In
response to the Staff’s comment, the Company has revised page 138 of the primary prospectus.

General

    2.
    We
    are continuing to consider your response to prior comment 3. In that regard, please clarify whether each selling stockholder is an
    affiliate of the company.

In
response to the Staff’s comment, the Company respectfully submits that the Company does not identify Ms. Dorea Quek En Qi and
Mr. Bryan Teo Ying Jie, collectively, the Resale Shareholders, each a Resale Shareholder, as “affiliates” of the
Company.

Rule
405 of the Securities Act of 1933, or Rule 405, defines “affiliate” as a person that directly, or indirectly through one
or more intermediaries, controls or is controlled by, or is under common control with, the person specified. The term “control”
(including the terms controlling, controlled by and under common control with) as defined in Rule 405 means “the possession, direct
or indirect, of the power to direct or cause the direction of the management and policies of a person, whether through the ownership
of voting securities, by contract, or otherwise.”

Each
of the Resale Shareholders holds 810,000 class A ordinary shares of the Company, which represents 4.50% of the Company’s issued
and outstanding shares and approximately 0.56% of the Company’s voting power immediately prior to the Company’s initial public
offering. Furthermore, despite their familial ties, the Resale Shareholders are independent, and neither Ms. Dorea Quek En Qi nor Mr.
Bryan Teo Ying Jie has or shares, directly or indirectly, voting and/or dispositive power over the class A ordinary shares held by David
Quek Yong Qi and Mr. Teo Peng Kwang, respectively. Similarly, neither of the Resale Shareholders has any contractual or other arrangements
in place granting them control of the Company. Therefore, each Resale Shareholder does not possess, either directly or indirectly, the
power to direct or influence the management and policies of the Company.

In
addition, despite their employment relationship with the Company, the Resale Shareholders do not have any arrangements, contractual or
otherwise, that would lead to them being controlled by the Company. Similarly, despite their familial ties, the Resale Shareholders are
independent, and neither David Quek Yong Qi nor Mr. Teo Peng Kwang has or shares, directly or indirectly, voting and/or dispositive power
over the class A ordinary shares held by the Resale Shareholders and there are no other arrangements, contractual or otherwise, that
would cause the Resale Shareholders to be considered under common control with, the Company.

The Company does not therefore consider
the Resale Shareholders to be affiliates of the Company under the Securities Act.

    3.
    Please
    tell us whether and, if so, how the resale offering would assist the company in meeting the initial listing requirements of Nasdaq.

In
response to the Staff’s comment, the Company respectfully submits that it does not believe the resale offering would assist the
Company in meeting Nasdaq’s initial listing requirements. No sales of the shares covered by the resale prospectus will occur until
the shares from the Company’s initial public offering begin trading on Nasdaq, which happens after the determination of initial
listing requirements of Nasdaq. In addition, the Company has no control over the timing or the number of shares that may be sold by the
Resale Shareholders pursuant to the resale prospectus, if such sales were to happen at all.

However,
the Company believes that the resale offering is in its best interest as it can help the Company maintain its listing status on Nasdaq
following the Company’s initial public offering by enhancing the market value of the publicly held shares and increasing the number
of shares available for public trading, thereby increasing the number of public shareholders as well as improving share liquidity of
the Company.

    4.
    We
    note your disclosure at page Alt-3 indicates that you have “agreed to keep this prospectus effective until” the selling
    shareholders may resell their shares without registration or have resold their shares under this prospectus or without registration.
    Please tell us whether there is a registration rights agreement between the selling shareholders and the company. If there is such
    an agreement, please describe its material terms, including the number of shares that it covers, clarify when the parties entered
    into the agreement, and file the agreement as an exhibit. Refer to Item 601(b)(10) of Regulation SK.

In
response to the Staff’s comment, the Company respectfully submits that no registration rights agreement has been entered into between
the Resale Shareholders and the Company. The Company has therefore revised page Alt-3 of the secondary prospectus to remove any reference
to an obligation.

If
you have any questions regarding the Registration Statement, please contact the undersigned by phone at +86.21.8022.8568 or via email
at mathew.lewis@morganlewis.com.

    Very
    truly yours

    By:
    /s/
    Mathew Lewis

    Mathew
    Lewis

    Partner

    cc:
    David
                                            Quek Yong Qi, Director and Chief Executive Officer, Cuprina Holdings (Cayman) Limited

    Chan
    Tat Jing, Financial Controller, Cuprina Holdings (Cayman) Limited

    Michael
    J. Blankenship, Esq., Winston & Strawn LLP

United States securities and exchange commission logo
June 14, 2024
David Quek Yong Qi
Chief Executive Officer
Cuprina Holdings (Cayman) Limited
Blk 1090 Lower Delta Road #06-08
Singapore 169201
Re:Cuprina Holdings (Cayman) Limited
Amendment No. 2 to Registration Statement on Form F-1
Filed June 5, 2024
File No. 333-277731
Dear David Quek Yong Qi:
            We have reviewed your amended registration statement and have the following
comments.
            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 May 24, 2024 letter.
Amendment No. 2 to Registration Statement on Form F-1
Related Party Transactions, page 138
1.In your response to prior comment 3 you identify the familial ties of Bryan Teo Ying Jie
and Dorea Quek En Qi to director and principal shareholder Teo Peng Kwang and to chief
executive officer, director, and principal shareholder David Quek Yong Qi, respectively.
Please amend your registration statement to disclose each relationship as you indicated in
your response.
General
2.We are continuing to consider your response to prior comment 3. In that regard, please
clarify whether each selling stockholder is an affiliate of the company.

 FirstName LastNameDavid Quek Yong Qi
 Comapany NameCuprina Holdings (Cayman) Limited
 June 14, 2024 Page 2
 FirstName LastName
David Quek Yong Qi
Cuprina Holdings (Cayman) Limited
June 14, 2024
Page 2
3.Please tell us whether and, if so, how the resale offering would assist the company in
meeting the initial listing requirements of Nasdaq.
4.We note your disclosure at page Alt-3 indicates that you have “agreed to keep this
prospectus effective until” the selling shareholders may resell their shares without
registration or have resold their shares under this prospectus or without registration. Please
tell us whether there is a registration rights agreement between the selling shareholders
and the company. If there is such an agreement, please describe its material terms,
including the number of shares that it covers, clarify when the parties entered into the
agreement, and file the agreement as an exhibit. Refer to Item 601(b)(10) of Regulation S-
K.
            Please contact Christine Torney at 202-551-3652 or Angela Connell at 202-551-3426 if
you have questions regarding comments on the financial statements and related matters. Please
contact Doris Stacey Gama at 202-551-3188 or Joe McCann at 202-551-6262 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Mathew Lewis, Esq.

CORRESP
1
filename1.htm

Morgan,
Lewis & Bockius

c/o
19th Floor,

Edinburgh
Tower, The Landmark

15
Queen’s Road Central, Hong Kong

Direct:
+852.3551.8500

Fax:
+852.3006.4346

www.morganlewis.com

WRITER’S
DIRECT LINE

+86.21.8022.8568

WRITER’S
EMAIL

mathew.lewis@morganlewis.com

 June
5,  2024

Confidential

Ms.
Christine Torney

Ms.
Angela Connell

Mr.
Alan Campbell

Ms.
Doris Stacey Gama

Division
of Corporation Finance

Office
of Life Sciences

U.S.
Securities and Exchange Commission

100
F Street, N.E.

Washington,
DC 20549

    Re:
    Cuprina
    Holdings (Cayman) Limited

    Response
                                            to the Staff’s Comments on

    Registration
    Statement on Form F-1

    Filed
    on May 16, 2024

    File
    No. 333-277731

Dear
Ms. Torney, Ms. Connell, Mr. Campbell, Ms. Gama:

On
behalf of our client, Cuprina Holdings (Cayman) Limited, a foreign private issuer organized under the laws of the Cayman Islands (the
“Company”), we are filing herewith the Company’s registration statement on Form F-1 (the “Registration
Statement”) and certain exhibits via EDGAR to the Securities and Exchange Commission (the “Commission”).

Concurrently
with the filing of the Registration Statement, the Company is hereby in this letter setting forth the Company’s responses to the
comments contained in the letter from the staff of the Commission (the “Staff”) dated May 24, 2024 on the Company’s
Registration Statement filed on May 16, 2024.

The
Company respectfully advises the Staff that, subject to market conditions, it plans to launch the road show for the proposed offering
as soon as possible. The Company would appreciate the Staff’s timely assistance and support to the Company in meeting the proposed
timetable for the offering.

The
Staff’s comments are repeated below in bold and are followed by the Company’s responses. We have included page references
in the Registration Statement where the language addressing a particular comment appears. Capitalized terms used but not otherwise defined
herein have the meanings set forth in the Registration Statement.

    Partners:

    Edwin
    Luk, June Chan, Connie Cheung, Keith Cheung*#,

    William
    Ho, David Liao, Charles Mo, Billy Wong and Yan Zeng

    Registered
    Foreign Lawyers:

    Eli
    Gao (New York), Maurice Hoo (California),

    Alice
    Huang (California), Mathew Lewis (New York),

    Louise
    Liu (New York), Vivien Yu (New South Wales),

    and
    Ning Zhang (New York)

    *China-Appointed
    Attesting Officer

    #Notary Public of Hong Kong

    19th
                                            Floor

    Edinburgh
    Tower, The Landmark

    15
    Queen’s Road Central

    Hong
    Kong

    +852.3551.8500

    +852.3006.4346

Underwriting

Lock-up
Agreements, page 162

    1.
    Please
    revise to specify the exceptions to the lock-up agreements.

In
response to the Staff’s comment, the Company has revised pages 162 and 163 of the primary prospectus.

General

    2.
    Please
    revise the cover pages of both the primary and resale prospectuses to clearly state, if true, that the selling shareholders may not
    commence their resale of shares until after the IPO closes. Please also revise to clarify, if true, that neither the primary offering
    nor the resale offering will proceed if your ordinary shares are not approved for listing on Nasdaq.

In
response to the Staff’s comment, the Company has revised the cover pages of both the primary and resale prospectuses.

    3.
    We
    refer to your explanatory note regarding the two prospectuses for the primary and secondary offering as well as your registration
    statement cover page which appears to indicate that the resale offering will be made pursuant to Rule 415. Please provide us an analysis
    explaining your basis for determining that the secondary offering is eligible to be made under Rule 415(a)(1)(i). In responding,
    please consider the guidance provided in Compliance Disclosure Interpretations, Securities Act Rules, Question 612.09. In your response,
    please tell us whether either of the selling shareholders have business or familial relationships with employees or affiliates of
    your company.

In
response to the Staff’s comment, the Company respectfully submits that, in respect of the basis for determining that the proposed
secondary offering meets the criteria under Rule 415(a)(1)(i), the Company has considered the six factors under the guidance of Question
612.09 of the Securities Act Rules Compliance and Disclosure Interpretations promulgated by the Commission, which will be discussed below
following a brief explanation of the relevant background information.

Background

As
part of its internal reorganization for the purposes of the listing, the Company was incorporated in the Cayman Islands on September
22, 2023. Upon its incorporation, the Company had an authorized share capital of US$50,000 divided into 50,000,000 shares of nominal
or par value of US$0.001 each, comprising (i) 25,000,000 Class A Ordinary Shares of nominal or par value of US$0.001 each, and (ii) 25,000,000
Class B Ordinary Shares of nominal or par value of US$0.001 each. In connection with its internal reorganization, the Company issued
and allotted one Class A Ordinary Share to Harneys Fiduciary (Cayman) Limited for a consideration at par value of US$0.001 on September
22, 2023. On September 22, 2023, Harneys Fiduciary (Cayman) Limited transferred one Class A Ordinary Share to Cuprina Holding Pte. Ltd.

Cuprina
Holdings (BVI) Limited was then incorporated in the BVI on October 3, 2023. The Company’s internal reorganization involved the
subscription by Cuprina Holding Pte. Ltd. of certain shares in Cuprina Holdings (BVI) Limited in consideration of the transfer of 100%
equity interest in Cuprina Pte. Ltd. to Cuprina Holdings (BVI) Limited, and the subsequent subscription by all the then shareholders
of Cuprina Holdings (BVI) Limited of certain shares in Cuprina Holdings (Cayman) Limited in consideration of the transfer of 100% equity
interest in Cuprina Holdings (BVI) Limited to Cuprina Holdings (Cayman) Limited. To this effect, on January 17, 2024, the one issued
Class A Ordinary Share held by Cuprina Holding Pte. Ltd. was redesignated as one Class B Ordinary Share and the Company issued and allotted
14,084,999 Class B Ordinary Shares to Cuprina Holding Pte. Ltd. and 3,915,000 Class A Ordinary Shares to several parties, including Ms.
Dorea Quek En Qi and Mr. Bryan Teo Ying Jie, collectively, the Resale Shareholders, each a Resale Shareholder, in consideration for the
transfer of their total shareholding in Cuprina Holdings (BVI) Limited to the Company. Upon completion of such subscription of shares
in the Company, the Company became the ultimate holding company of its operating subsidiaries.

Factor
1: How Long the Resale Shareholders Have Held the Shares

The
Class A Ordinary Shares proposed to be registered for sale under the Registration Statements and sold in a secondary offering, or the
Secondary Offering Shares, have been held by the Resale Shareholders since January 17, 2024, and the Resale Shareholders have been exposed
to the full economic and market risks of their investment in these shares since then. From the date of their subscription to the date
of this response, the Resale Shareholders have not sold or otherwise disposed of any of the Class A Ordinary Shares they hold. The holding
period for the Class A Ordinary Shares demonstrates that the Resale Shareholders acquired the shares for investment, and were
not planning to act as a conduit for the Company or otherwise selling the Secondary Offering Shares on behalf of the Company.

Factor
2: The Circumstances Under Which the Resale Shareholders Received Their Shares

The
Secondary Offering Shares were issued in private placements exempt from or not subject to the registration requirements of the Securities
Act. The Secondary Offering Shares were issued and allotted to the Resale Shareholders as a part of the Company’s internal reorganization.
Pursuant to the relevant subscription agreements entered between each of the Resale Shareholders, Cuprina Holdings (BVI) Limited and
Cuprina Holding Pte. Ltd. in January 2024, each Resale Shareholder agreed to make certain payments to Cuprina Holdings (BVI) Limited
and Cuprina Holding Pte. Ltd. The payments constituted consideration for the subscription of shares in Cuprina Holdings (BVI) Limited,
which would then be the holding company of Cuprina  Pte. Ltd., the principal operating subsidiary of the Group. Such payments
were not contingent upon the completion of the Company’s initial public offering. The relevant subscription agreements were negotiated
between the parties on an arm’s length basis.

As
set forth in the Registration Statement, the Company will not receive any proceeds from the resale of Secondary Offering Shares by the
Resale Shareholders. Although the question of who receives proceeds is not the only factor on which the analysis of the character of
an offering should be based, the fact that the Company will not receive any financial benefits from the sales of the securities being
registered supports the conclusion that the proposed offering is not a primary offering on behalf of the Company.

Furthermore,
each of the Resale Shareholders has confirmed that he/she was acquiring the Secondary Offering Shares for his/her own account and not
with a view towards, or for resale in connection with, the public sale or distribution thereof, and he/she had no agreement or understanding,
directly or indirectly, with any individual, a limited liability company, a partnership, a joint venture, a corporation, a trust, an
unincorporated organization, any other entity and any governmental entity or any department or agency thereof to distribute any of the
Secondary Offering Shares in violation of applicable securities laws.

Accordingly,
the circumstances under which the Resale Shareholders acquired the Secondary Offering Shares indicated that the Resale Shareholders who
purchased the shares for their own investment purposes, instead of acting as a conduit of the Company to raise capital through share
issuance.

Factor
3: The Resale Shareholders’ Relationships to the Company

Mr.
Bryan Teo Ying Jie is one of the Company’s employees and the son of one of the Company’s directors and principal shareholders,
Mr. Teo Peng Kwang. Ms. Dorea Quek En Qi is one of the Company’s employees and the sister of the Chief Executive Officer and one
of the directors and principal shareholders of the Company, Mr. David Quek Yong Qi. Despite the familial relationship as mentioned above,
neither David Quek Yong Qi nor Mr. Teo Peng Kwang has or shares, directly or indirectly, voting and/or dispositive power over the Class
A Ordinary Shares held by Ms. Dorea Quek En Qi and Mr. Bryan Teo Ying Jie, respectively. The Company does not have an underwriting relationship
with the Resale Shareholders or any contractual, legal, or other relationship that would control the timing, nature or amount of resales
of the Secondary Offering Shares following the effectiveness of the Registration Statement or even whether any the Secondary Offering
Shares are resold at all under the Registration Statement.

The
foregoing circumstances are distinct from and not characteristic of those involving a primary offering by or on behalf of the Company.

Factor
4: The Amount of Shares Involved

The
number of Class A Ordinary Shares issued and outstanding immediately prior to and after the initial public offering are currently expected
to be 3,915,000 and 6,415,000 (assuming the over-allotment option is not exercised), respectively. The Company seeks to register 1,500,000
Class A Ordinary Shares on behalf of the Resale Shareholders under the Registration Statement, which represents, respectively:

 - approximately
                                            38.3% of the total number of Class A Ordinary Shares of the Company issued and outstanding
                                            immediately prior to the initial public offering; and

 - approximately
                                            23.4% of the total number of Class A Ordinary Shares of the Company issued and outstanding
                                            immediately after the initial public offering.

In
comparison, 2,500,000 Class A Ordinary Shares are to be offered in the Company’s primary offering, representing approximately 39.0%
of the total number of Class A Ordinary Shares of the Company issued and outstanding immediately after the initial public offering. As
the amount of Secondary Offering Shares is expected to be equivalent to 60% of the number of shares to be offered in the Company’s
primary offering, the Company believes that the amount of Secondary Offering Shares is not of a magnitude which would suggest
that the Resale Shareholders are actually acting as an underwriter selling on behalf of the Company.

Irrespective
of the percentage of the Company’s public float that is being registered for resale, the Company believes that the proper inquiry
regarding whether the offering is a valid secondary resale or a primary distribution is whether the Registration Statement contemplates
the resale of securities acquired from the Company by investors who assumed the market risk of their investment, as opposed to being
as a conduit for the sale by the Company of securities underwritten by the intermediate investors to the general public and therefore
the offering is a valid secondary resale.

Factor
5: Whether the Resale Shareholders are in the Business of Underwriting Securities

The
Company understands that neither Resale Shareholders have been in the business of underwriting securities and have never been a registered
broker-dealer. Each of Ms. Dorea Quek En Qi and Mr. Bryan Teo Ying Jie confirmed to the Company that he/she acquired the Company’s
Class A Ordinary Shares for his/her own account for investment purposes and not with a view towards distribution, and has no arrangement
with any person to participate in the distribution of such securities.

In
addition, as far as the Company is aware, none of the Resale Shareholders have engaged, or will engage, in any directed selling efforts,
marketing or other solicitation of purchasers or otherwise pre-arrange for the sale of the Secondary Offering Shares. Resale Shareholders
are subject to general market risks of trading securities once the Company’s initial public offering is completed.

Factor
6: Whether Under All the Circumstances it Appears that the Resale Shareholders are Acting as a Conduit for the Company

In
addition to the circumstances and analysis set out above, the Company further submits that (i) the Company has not entered into any underwriting
relationships or arrangements with either of the Resale Shareholders; (ii) the Company has not and will not pay any commission or other
payment to either of the Resale Shareholders; (iii) the Company will not receive any proceeds from the proposed secondary offering by
the Resale Shareholders; and (iv) the Company is not involved in and is not aware of any special selling efforts or selling methods (such
as investor presentations or road shows) to be carried out by or on behalf of the Resale Shareholders in relation to the proposed secondary
offering. These circumstances are distinct from those involving a primary offering by or on behalf of the Company.

Accordingly,
the Company respectfully submits that based on the totality of facts and circumstances, the proposed secondary offering is a genuine
secondary offering eligible to be made under Rule 415(a)(1)(i) and that the Resale Shareholders are not selling securities on behalf
of the Company.

    4.
    We
    note your disclosure on your resale prospectus cover page and page ALT-2 that your selling shareholders may sell their securities
    t

United States securities and exchange commission logo
May 24, 2024
David Quek Yong Qi
Chief Executive Officer
Cuprina Holdings (Cayman) Limited
Blk 1090 Lower Delta Road #06-08
Singapore 169201
Re:Cuprina Holdings (Cayman) Limited
Amendment No. 1 to Registration Statement on Form F-1
Filed May 16, 2024
File No. 333-277731
Dear David Quek Yong Qi:
            We have reviewed your amended registration statement and have the following
comments.
            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.
Amendment No. 1 to Registration Statement on Form F-1
Underwriting
Lock-up Agreements, page 162
1.Please revise to specify the exceptions to the lock-up agreements.
General
2.Please revise the cover pages of both the primary and resale prospectuses to clearly state,
if true, that the selling shareholders may not commence their resale of shares until after
the IPO closes. Please also revise to clarify, if true, that neither the primary offering nor
the resale offering will proceed if your ordinary shares are not approved for listing on
Nasdaq.
3.We refer to your explanatory note regarding the two prospectuses for the primary and
secondary offering as well as your registration statement cover page which appears to

 FirstName LastNameDavid Quek Yong Qi
 Comapany NameCuprina Holdings (Cayman) Limited
 May 24, 2024 Page 2
 FirstName LastName
David Quek Yong Qi
Cuprina Holdings (Cayman) Limited
May 24, 2024
Page 2
indicate that the resale offering will be made pursuant to Rule 415. Please provide us an
analysis explaining your basis for determining that the secondary offering is eligible to be
made under Rule 415(a)(1)(i). In responding, please consider the guidance provided in
Compliance Disclosure Interpretations, Securities Act Rules, Question 612.09. In your
response, please tell us whether either of the selling shareholders have business or familial
relationships with employees or affiliates of your company.
4.We note your disclosure on your resale prospectus cover page and page ALT-2 that your
selling shareholders may sell their securities through one or more transactions that may
take place in ordinary brokers’ transactions, privately negotiated transactions or through
sales to one or more dealers for resale of such securities as principals. Please confirm your
understanding that the retention by a selling shareholder of a dealer or underwriter would
constitute a material change to your plan of distribution requiring a post-effective
amendment. Please also revise Item 9 to provide the undertakings required by Item 512(a)
of Regulation S-K.
5.Please revise the cover page of the resale prospectus so that it does not assume the prior
consummation of your primary initial public offering and listing of your Class A ordinary
shares on Nasdaq.
            Please contact Christine Torney at 202-551-3652 or Angela Connell at 202-551-3426 if
you have questions regarding comments on the financial statements and related matters. Please
contact Doris Stacey Gama at 202-551-3188 or Alan Campbell at 202-551-4224 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Mathew Lewis, Esq.

CORRESP
1
filename1.htm

Morgan,
Lewis & Bockius

c/o
19th Floor,

Edinburgh
Tower, The Landmark

15
Queen’s Road Central, Hong Kong

Direct:
+852.3551.8500

Fax:
+852.3006.4346

www.morganlewis.com

WRITER’S
DIRECT LINE

+86.21.8022.8568

WRITER’S
EMAIL

mathew.lewis@morganlewis.com

March
7, 2024

Confidential

Ms.
Christine Torney

Ms.
Angela Connell

Mr.
Alan Campbell

Ms.
Doris Stacey Gama

Division
of Corporation Finance

Office
of Life Sciences

U.S.
Securities and Exchange Commission

100
F Street, N.E.

Washington,
DC 20549

    Re:
    Cuprina
    Holdings (Cayman) Limited (CIK No. 0001995704)

Dear
Ms. Torney, Ms. Connell, Mr. Campbell, Ms. Gama:

On
behalf of our client, Cuprina Holdings (Cayman) Limited, a foreign private issuer organized under the laws of the Cayman Islands (the
“Company”), we are filing herewith the Company’s registration statement on Form F-1 (the “Registration
Statement”) and certain exhibits via EDGAR to the Securities and Exchange Commission (the “Commission”).

The
Company respectfully advises the staff of the Commission (the “Staff”) that, subject to market conditions, it plans
to launch the road show for the proposed offering as soon as possible but not earlier than 15 days after the day hereof. The Company
would appreciate the Staff’s timely assistance and support to the Company in meeting the proposed timetable for the offering.

    Partners:

    Edwin
    Luk, June Chan, Connie Cheung, Keith Cheung*#, William Ho, David Liao, Charles Mo, Billy Wong and Yan Zeng

    Registered
    Foreign Lawyers:

    Eli
    Gao (New York), Maurice Hoo (California), Alice Huang (California), Mathew Lewis (New York), Louise Liu (New York), Vivien Yu (New
    South Wales), and Ning Zhang (New York)

    *China-Appointed
    Attesting Officer

    #Notary
    Public of Hong Kong

    19th
    Floor

    Edinburgh
    Tower, The Landmark

    15
    Queen’s Road Central

    Hong
    Kong

    +852.3551.8500

    +852.3006.4346

If
you have any questions regarding the Registration Statement, please contact the undersigned by phone at +86.21.8022.8568 or via e-mail
at mathew.lewis@morganlewis.com.

    Very truly yours

    By:
    /s/
    Mathew Lewis

    Mathew Lewis

    Partner

    cc:
    David
    Quek Yong Qi, Director and Chief Executive Officer, Cuprina Holdings (Cayman) Limited

    Chan
    Tat Jing, Financial Controller, Cuprina Holdings (Cayman) Limited

    Michael
    J. Blankenship, Esq., Winston & Strawn LLP

United States securities and exchange commission logo
February 5, 2024
David Quek Yong Qi
Chief Executive Officer
Cuprina Holdings (Cayman) Limited
Blk 1090 Lower Delta Road #06-08
Singapore 169201
Re:Cuprina Holdings (Cayman) Limited
Amendment No. 3 to Draft Registration Statement on Form F-1
Submitted January 26, 2024
CIK No. 0001995704
Dear David Quek Yong Qi:
            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
December 28, 2023 letter.
Amendment No. 3 to Draft Registration Statement on Form F-1
Management
Compensation of Directors and Executive Officers, page 134
1.Please revise this section to provide compensation information for the year ended
December 31, 2023.
Notes to Consolidated Financial Statements
1 - Organization and business overview
Reorganization of the Company's legal structure (the "Reorganization"), page F-7
2.Please clarify your disclosure that the Reorganization resulted in a change in reporting

 FirstName LastNameDavid Quek Yong Qi
 Comapany NameCuprina Holdings (Cayman) Limited
 February 5, 2024 Page 2
 FirstName LastName
David Quek Yong Qi
Cuprina Holdings (Cayman) Limited
February 5, 2024
Page 2
entity from Cuprina Pte. Ltd to Cuprina Holdings (Cayman) Limited as the financial
statements including in your prior submissions were labeled as those of Cuprina Holdings
(Cayman) Limited. Please also clarify if this is the reason for the changes to the issued and
outstanding share capital of Cuprina Holdings (Cayman) Limited. In this regard, we note
that your initial and outstanding share capital consisted of one Class A Ordinary Share
prior to the Reorganization and now consists of 3,915,000 Class A Ordinary Shares and
14,085,000 Class B Ordinary Shares after the Reorganization. If the change in reporting
entity is not the reason for the change in share capital, please disclose the reasons for these
changes.
            Please contact Christine Torney at 202-551-3652 or Angela Connell at 202-551-3426 if
you have questions regarding comments on the financial statements and related matters. Please
contact Doris Stacey Gama at 202-551-3188 or Alan Campbell at 202-551-4224 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Mathew Lewis, Esq.

United States securities and exchange commission logo
December 28, 2023
David Quek Yong Qi
Chief Executive Officer
Cuprina Holdings (Cayman) Limited
Blk 1090 Lower Delta Road #06-08
Singapore 169201
Re:Cuprina Holdings (Cayman) Limited
Amendment No. 2 to Draft Registration Statement on Form F-1
Submitted December 18, 2023
CIK No. 0001995704
Dear David Quek Yong Qi:
            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.
Amendment No. 2 to Draft Registration Statement on Form F-1
Prospectus Summary
Corporate History and Structure, page 7
1.We note your response to prior comment two and your disclosure on page 48 that you
intend to use 4.9% of the offering proceeds for loan repayment to one of your ultimate
beneficial shareholders. Please clarify if this loan repayment to your ultimate beneficial
shareholder is for the advances received from Cuprina Holding Pte. Ltd, as referenced on
page 7.

 FirstName LastNameDavid Quek Yong Qi
 Comapany NameCuprina Holdings (Cayman) Limited
 December 28, 2023 Page 2
 FirstName LastName
David Quek Yong Qi
Cuprina Holdings (Cayman) Limited
December 28, 2023
Page 2
Management's Discussion and Analysis of Financial Condition and Results of Operations
Key Components of Results of Operations
Operating expenses, page 60
2.We note the revisions made in response to prior comment three. It is unclear to us why no
payroll-related benefits or depreciation and amortization expense is attributed to your
research and development activities. In this regard, your disclosure on page 94 indicates
that you have three team members responsible for R&D activities. Please advise or revise
your filing accordingly.
            Please contact Christine Torney at 202-551-3652 or Angela Connell at 202-551-3426 if
you have questions regarding comments on the financial statements and related matters. Please
contact Doris Stacey Gama at 202-551-3188 or Alan Campbell at 202-551-4224 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Mathew Lewis, Esq.

United States securities and exchange commission logo
December 7, 2023
David Quek Yong Qi
Chief Executive Officer
Cuprina Holdings (Cayman) Limited
Blk 1090 Lower Delta Road #06-08
Singapore 169201
Re:Cuprina Holdings (Cayman) Limited
Amendment No. 1 to Draft Registration Statement on Form F-1
Submitted November 24, 2023
CIK No. 0001995704
Dear David Quek Yong Qi:
            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.
Amendment No. 1 to Draft Registration Statement on Form F-1
Prospectus Summary
Overview, page 3
1.We note your response to prior comment 2 and re-issue in part. Please revise here, as well
as on pages 57 and 74, to clarify that you do not develop or produce your current
cosmeceutical product offerings.
Corporate History and Structure, page 7
2.We note your response to prior comment 5 and re-issue in part. Please revise this section
of the Prospectus Summary to reflect your disclosures on pages 137 and F-21 that you
owed US$2.1 million to your controlling shareholder as of December 31, 2022 and that
the amounts owed are due on demand without an agreement.

 FirstName LastNameDavid Quek Yong Qi
 Comapany NameCuprina Holdings (Cayman) Limited
 December 7, 2023 Page 2
 FirstName LastNameDavid Quek Yong Qi
Cuprina Holdings (Cayman) Limited
December 7, 2023
Page 2
Management's Discussion and Analysis of Financial Condition and Results of Operations
Key Components of Results of Operations
Operating expenses, page 60
3.We note your response to prior comment 10. Please note that Rule 5-03(a)(4) of
Regulation S-X indicates that selling, general & administrative expenses should be
included as a line item on the Statement of Comprehensive Income. Please revise
accordingly. You may continue to disclose the key components of these expenses,
including payroll and employee benefits and depreciation and amortization that are not
directly associated with your revenue generation, in your narrative discussion and
analysis.
Business
Overseas Collaborations, page 91
4.Please revise your description of your agreement with New Future Medical Services
Company to quantify any payments made to date, disclose any future payment obligations
and describe how future revenues will be divided between you and New Future Medical
Services Company.
Research and Development, page 93
5.We note your response to prior comment 22. We further note your references to
developing products through collaborations with "renowned research universities"
elsewhere in the registration statement, including the Summary. However, it appears that
your only disclosed collaboration with a university is with NTU. Please revise your
disclosure accordingly or advise.
Intellectual Property, page 102
6.We note your response to prior comment 28 and re-issue. Please revise to disclose for
each material licensed patent and patent application the specific product(s) to which such
patents or patent applications relate, the type of patent protection, the expiration dates and
applicable jurisdictions.
License, Permits, Registrations and Approvals, page 104
7.We note your table listing all material licenses and permits. Specifically, we note that the
Manufacturer Dealer's License issued by Health Science Authority of Singapore expired
on November 30, 2023. Please update the table to reflect the new expiration date, if
renewed, or otherwise advise.
Exhibits
8.We note that Exhibit 10.6 appears to contain redactions. Please revise your exhibit
index to disclose that this exhibit contains redactions or advise.

 FirstName LastNameDavid Quek Yong Qi
 Comapany NameCuprina Holdings (Cayman) Limited
 December 7, 2023 Page 3
 FirstName LastName
David Quek Yong Qi
Cuprina Holdings (Cayman) Limited
December 7, 2023
Page 3
            Please contact Christine Torney at 202-551-3652 or Angela Connell at 202-551-3426 if
you have questions regarding comments on the financial statements and related matters. Please
contact Doris Stacey Gama at 202-551-3188 or Alan Campbell at 202-551-4224 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Mathew Lewis, Esq.

United States securities and exchange commission logo
November 9, 2023
David Quek Yong Qi
Chief Executive Officer
Cuprina Holdings (Cayman) Limited
Blk 1090 Lower Delta Road #06-08
Singapore 169201
Re:Cuprina Holdings (Cayman) Limited
Draft Registration Statement on Form F-1
Submitted October 13, 2023
CIK No. 0001995704
Dear David Quek Yong Qi:
            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.Please revise your prospectus cover page to reference and briefly describe the
Representative's Warrants.
Prospectus Summary
Overview, page 3
2.We note your statements here and on pages 57 and 74 that your expertise in biomedical
research allows you to develop innovative cosmeceutical products. However, your
disclosure on page 30 indicates that you have contracted with third parties to develop all
of your cosmeceutical products. Please revise your disclosure here and throughout, as
appropriate, to clarify, if true, that you do not develop your cosmeceutical products.

 FirstName LastNameDavid Quek Yong Qi
 Comapany NameCuprina Holdings (Cayman) Limited
 November 9, 2023 Page 2
 FirstName LastName
David Quek Yong Qi
Cuprina Holdings (Cayman) Limited
November 9, 2023
Page 2
3.Please revise the Prospectus Summary, where appropriate, as well as the Management
section beginning on page 128 to disclose your "controlled company" status and to discuss
the related consequences for investors, including that you will rely on certain exemptions
from corporate governance rules. Please also revise to disclose the identity of your
controlling shareholder.
4.Please revise your Prospectus Summary to clarify, if true, that you may not be able to
successfully develop product candidates incorporating bullfrog collagen and/or medical
leeches and that such products may not receive regulatory approval. Please also revise
your discussion of your revenues to include net income (loss) for the periods presented.
5.Please revise your Prospectus Summary to reflect your disclosures on pages 135 and F-21
that you owed US$2.1 million to your controlling shareholder as of December 31, 2022
and that the amounts owed are due on demand without an agreement.
Corporate History and Structure, page 7
6.You state that Cuprina Holdings (Cayman) Limited will become the ultimate holding
company of your operating subsidiaries and you include a chart depicting your corporate
structure assuming your internal group reorganization has been completed. Please disclose
when you expect the reorganization to be completed or otherwise advise. Please also
revise this chart here and on page 53 to show your controlling shareholder and the
percentage of your ordinary shares it will own following the offering.
Risk Factors, page 14
7.We note you are in the process of compiling the 21 CFR Part 820 dossier for an FDA
510(k) clearance and that you will also undertake the relevant ISO 10993 biocompatibility
tests. Please include a risk factor discussing the risks associated with not receiving FDA
510(k) clearance, not obtaining the results needed in the ISO 10993 test or failing to
receive other regulatory approvals and the impact this would have on your plan to list your
product candidate(s) on the Medical Device Administrative Control System in Hong Kong
and on your business as a whole.
8.We note you began selling your MEDIFLY products in Hong Kong beginning in March
2023 and that you plan to expand into mainland China. Please revise to include a
discussion of the risks associated with operating in Hong Kong and mainland China
including (i) that the Chinese government may intervene or influence your operation at
any time and (ii) that you or your subsidiary may be required to obtain
additional permission or approval from Chinese authorities to operate your business in
Hong Kong and/or mainland China.
Use of Proceeds, page 48
9.Please revise your Use of Proceeds section to clarify which new markets you expect to
target and which products you plan to develop with the proceeds from the offering.

 FirstName LastNameDavid Quek Yong Qi
 Comapany NameCuprina Holdings (Cayman) Limited
 November 9, 2023 Page 3
 FirstName LastNameDavid Quek Yong Qi
Cuprina Holdings (Cayman) Limited
November 9, 2023
Page 3
Management's Discussion and Analysis of Financial Condition and Results of Operation
Key Components of Results of Operations
Operating expenses, page 60
10.The expense categories on your Statement of Operations appear to include a mixture of
classifications by both nature and function. For example, you include separate line items
for payroll and employee benefits as well as depreciation expense. However, a portion of
these expenses appear to be included in your cost of revenues and presumably research
and development. In the interest of transparency, please consider revising to present your
expense categories by function and include a line item for general and administrative
expenses.
Research and Development Costs, page 61
11.We note disclosures that the Company's research and development costs, "primarily
consist of the costs incurred by us on research and collaboration works conducted with
NTU for the extraction and formulation of bullfrog collagen and related products." We
also note disclosures that the Company has "two lines of chronic wound care products in
our pipeline we expect to achieve commercialization over 2024 and 2025." Please explain
why there are no research and development costs associated with the two wound care
products in your pipeline. Please also revise to provide disaggregated disclosure of both
your internal and external research and development costs by nature.
Market and Industry Data, page 73
12.We note your statements that (i) you have not independently verified market and industry
data from third-party sources and (ii) your internal research has not been verified by any
independent source. These statements may imply an inappropriate disclaimer of
responsibility with respect to such information. Please either delete these statements or
specifically state that you are liable for such information.
Business
Our Competitive Strengths, page 75
13.You make several assertions regarding the safety and efficacy of your product candidates.
Safety and efficacy determinations are solely within the authority of the FDA or
applicable foreign regulators. You may present clinical trial end points and objective data
resulting from trials without concluding efficacy and you may state that your product
candidates are well tolerated, if accurate. Please revise or remove statements/inferences
throughout your prospectus that your product candidates which have yet to be approved
are safe and/or effective. For instance, and without limitation, we note the following
statements about your product candidates:
•"our chronic wound care product utilizing medical grade leeches... has been proven to
be effective in the treatment of several different types of wounds." (pg. 75)
•"We believe the efficacy of our products will result in..." (pg.75)

 FirstName LastNameDavid Quek Yong Qi
 Comapany NameCuprina Holdings (Cayman) Limited
 November 9, 2023 Page 4
 FirstName LastNameDavid Quek Yong Qi
Cuprina Holdings (Cayman) Limited
November 9, 2023
Page 4
•"Our products are well-positioned for increased adoption owing to their clinical
efficacy and cost-effectiveness compared to conventional wound care products." (pg.
75)
•"A number of single patient observation-based case studies...provide further evidence
of the efficacy of hirudotherapy in the management of chronic wounds." (pg. 87)

To the extent these statements are intended to reference your approved MEDIFLY
product, please revise your disclosure accordingly.
Our Business Strategies
Expand into new geographic markets through strategic partnerships, page 77
14.You state that "[t]o achieve [y]our strategic objectives, [you] have entered into various
collaboration agreements with local partners in Saudi Arabia, Hong Kong, and mainland
China." Please identify each agreement and include a discussion, where appropriate, to
describe all material terms of the agreements, including a description of each party's rights
and obligations, a quantification of any payment obligations and a summary of the term
and termination provisions. In addition, please file these agreements as exhibits in
accordance with Item 601(b)(10) of Regulation S-K. Alternatively, please advise.
Bullfrog collagen related products, page 85
15.We note you are currently in the process of compiling the 21 CFR Part 820 dossier for an
FDA 510(k) clearance and that you expect to conduct a pre-submission to the FDA by the
end of 2023. Please revise to briefly explain the 510(k) clearance process, to state whether
your bullfrog collagen sponge dressing is expected to be a Class I, II, or III medical device
and to disclose whether you will be required to conduct clinical trials. To the extent you
believe you will not be required to conduct clinical trials to obtain FDA approval, please
revise to provide the basis for this belief. Please also revise to clarify that there is no
guarantee that your product candidates will obtain FDA approval.
16.Please include a short description of the ISO 10993 biocompatibility tests.
Our Pipeline for Wound Care Products
Hirudotherapy, page 85
17.You state that your relevant R&D work for hirudotherapy has begun and that you expect
to make the therapy available in several markets subject to the completion of the relevant
R&D work, among other things. Please specify the relevant R&D work that has begun and
the remaining R&D work.
Selected Published Studies on Our Pipeline Products
Bullfrog Collagen, page 87
18.We note your table on page 88 depicting a comparative analysis of various sources of
collagen with the bullfrog analysis provided by the company. Please revise to discuss how

 FirstName LastNameDavid Quek Yong Qi
 Comapany NameCuprina Holdings (Cayman) Limited
 November 9, 2023 Page 5
 FirstName LastNameDavid Quek Yong Qi
Cuprina Holdings (Cayman) Limited
November 9, 2023
Page 5
you determined bullfrog collagen's suitability and that it has no significant disadvantages.
Our Commercialized Cosmeceutical Product, page 89
19.Please revise your Business section, where appropriate, to describe the material terms of
your agreement with Full Crimp Milk LLP and file the agreement as an exhibit to your
registration statement.
Our Cosmeceutical Pipeline Products
ENDURE Muscle Energy Cream, page 90
20.You state that ENDURE Muscle Energy Cream is in the manufacturing process as of June
30, 2023 and that you plan to launch the product by the end of the third quarter of 2023.
Please clarify if ENDURE Muscle Energy Cream has been commercialized or if your
timeline has been delayed.
Activ Labs Cool Relief Muscle Patch, page 90
21.You state you plan to launch the Activ Lab Cool Relief Muscle Patch by the end of the
third quarter of 2023. Please clarify if you have launched such product or if your timeline
has been delayed.
Research and Development, page 91
22.We note your statement that you have entered into cooperative relationships with
renowned research institutions, universities, and companies to bolster your R&D
capabilities. Please revise to describe the material terms of these agreements and to file
them as exhibits to your registration statement.
23.Please revise your descriptions of the NTU agreements to disclose:
•all payments made to date;
•the aggregate amount of potential commercial milestone payments;
•the royalty rate, or a range no greater than 10 percentage points per tier;
•the expiration date;
•any termination provisions; and
•the current status of the parties' research pursuant to the industry research
collaboration agreement.

Please also file each agreement as an exhibit to your registration statement.
24.We note your statement on page 83 that the production process of bullfrog collagen will
be compliant with FDA 510(k) standards. To the extent that the FDA has not approved
your production process, please revise to clarify that this goal is aspirational.
Sales and Marketing, page 94
25.You state that your sales and marketing team consist of four country managers and one
business development lead. Please identify where each country manager and the

 FirstName LastNameDavid Quek Yong Qi
 Comapany NameCuprina Holdings (Cayman) Limited
 November 9, 2023 Page 6
 FirstName LastNameDavid Quek Yong Qi
Cuprina Holdings (Cayman) Limited
November 9, 2023
Page 6
development lead are located.
Competition, page 98
26.You state that for your cosmeceutical business there are currently no direct competitors
that commercially offer bullfrog collagen-based cosmeceutical products that you intend to
possibly develop and commercialize in the future and that your bullfrog collagen is
superior. Please revise your disclosure to clarify, if true, that you do not currently sell any
products that incorporate bullfrog collagen and that there is no guarantee that you will
ever sell these products.
Our Regulatory Roadmap and Approval Timeline, page 98
27.We note your statement that you expect to complete the 510(k) submission process by the
beginning of the fourth quarter of 2023. Please revise to provide an update on the status of
this submission. Please also revise throughout this section to clarify that there is no
guarantee that your products will be approved in the jurisdictions referenced in this
section.
Intellectual Property, page 100
28.Please revise this section to describe the patents and intellectual property you have
licensed from NTU.
Notes to Consolidated Financial Statements
2. Summary of Significant Accounting Policies
Consolidation, page F-9
29.Please disclose how the Company accounts for its 49% equity interest in Cuprina MENA
Co. Ltd. In this regard, you describe this entity as a subsidiary of the company on page F-
22, but on page 54 describe it as an associate.
Revenue Recognition, page F-11
30.Please disclose the terms of your product returns policy and how the Company accounts
for and estimates returns. Additionally, quantify and include disclosures about any
revenue dilution items such as discounts for early payment, rebates, and returns that are
deducted from gross revenue. If discounts for early payment, rebates, and returns do not
apply to the Company, please disclose this fact.
31.Please define and quantify the payment terms you disclose as, "upon completion of the
overall service and treatment." If there is variability in the overall service and treatment
term, provide disclosure of the range in time that is typical for a patient.
32.Please provide the Company's revenue recognition policy for the hydrating balm product
in your cosmeceuticals operations. In your disclosures, include qualitative and quantitative
information for balm's product returns policy.

 FirstName LastNameDavid Quek Yong Qi
 Comapany NameCuprina Holdings (Cayman) Limited
 November 9, 2023 Page 7
 FirstName LastName
David Quek Yong Qi
Cuprina Holdings (Cayman) Limited
November 9, 2023
Page 7
General
33.Please supplementally provide us with copies of all written communications, as defined in
Rule 405 under the Securities Act, that you, or anyone authorized to do so on your behalf,
present to potential investors in reliance on Section 5(d) of the Securities Act, whether or
not they retain copies of the communications.