SecProbe.io

CORRESP
 1
 filename1.htm

 CytoMed
Therapeutics Limited

 1
Commonwealth Lane

 #08-22

 Singapore
149544

 June
20, 2025

 VIA
EDGAR

 Division
of Corporation Finance

 Office
of Life Sciences

 U.S.
Securities and Exchange Commission

 100
F Street, NE

 Washington,
D.C. 20549

 Attn:
 Mr. Tim Buchmiller

 Re:
 CytoMed
 Therapeutics Limited

 Registration
 Statement on Form F-3, as amended (File No. 333- 288033)
 Request
 for Acceleration of Effectiveness

 Dear
Sir,

 In
accordance with Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended, CytoMed Therapeutics Limited
hereby requests that the effectiveness of the above-referenced Registration Statement on Form F-3, as amended be accelerated to and that
the Registration Statement become effective at 4:00 p.m., Eastern Time, on June 23, 2025, or as soon thereafter as practicable.

 Very
 truly yours,

 CytoMed
 Therapeutics Limited

 By:

 /s/
 Choo Chee Kong

 Name:

 Choo
 Chee Kong

 Title:
 Chairman
 and Director

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 June 18, 2025

Choo Chee Kong
Chairman & Director
CytoMed Therapeutics Limited
1 Commonwealth Lane
#08-22
Singapore 149544

 Re: CytoMed Therapeutics Limited
 Registration Statement on Form F-3
 Filed June 13, 2025
 File No. 333-288033
Dear Choo Chee Kong:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
We remind you
that the company and its management are responsible for the accuracy and
adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action
by the staff.

 Please contact Tim Buchmiller at 202-551-3635 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Life
Sciences
cc: Yarona L. Yieh, Esq.
</TEXT>
</DOCUMENT>

CORRESP
1
filename1.htm

March
31, 2023

Via
EDGAR

Securities
and Exchange Commission

Division
of Corporation Finance

100
F Street, NE

Washington, D.C. 20549

  Attn:
  Tracie Mariner

    Re:
    CytoMed Therapeutics Limited (the “Company”)

    Registration Statement on Form F-1

    File No. 333-268456

Ladies
and Gentlemen:

In
accordance with Rule 461 under the Securities Act of 1933, as amended (the “Act”), The Benchmark Company, LLC,
as representative of the several underwriters, hereby joins the Company in requesting that the Securities and Exchange Commission (the
“Commission”) take appropriate action to cause the above referenced registration statement to become effective
on Friday, March 31, 2023, at 5:00 p.m., Eastern Daylight Time, or as soon as practicable thereafter.

Pursuant
to Rule 460 under the Act, please be advised that we will take reasonable steps to secure adequate distribution of the preliminary prospectus,
to underwriters, dealers, institutions and others, prior to the requested effective time of the Registration Statement.

We
have been informed by the participating underwriters that they will comply with the requirements of Rule 15c2-8 under the Securities
Exchange Act of 1934, as amended, to the extent applicable.

[Signature
Page Follows]

    - 1 -

Securities and Exchange Commission, p. 2

March 31, 2023

    Very truly yours,

    The Benchmark Company, LLC

    By:
    /s/ John J. Borer III

    Name:
    John J. Borer III

    Title:
    Senior Managing Director

    cc:
    CHOO Chee Kong, CytoMed Therapeutics Limited

    Richard A. Friedman, Sheppard, Mullin, Richter &
    Hampton LLP

    Richard I Anslow, Ellenoff Grossman & Schole LLP

    - 2 -

CORRESP
1
filename1.htm

CytoMed
Therapeutics Limited

1
Commonwealth Lane

#08-22

Singapore
149544

+65
6250 7738

VIA
EDGAR

March
31, 2023

U.S.
Securities & Exchange Commission

Division
of Corporation Finance

Office
of Life Sciences

100
F Street, NE

Washington,
D.C. 20549

Attn:
Ms. Abby Adams

Re:
CytoMed Therapeutics Limited

(f/k/a
CytoMed Therapeutics Pte. Ltd.)

Registration
Statement on Form F-1

Originally
Filed on November 18, 2022, as amended

File
No. 333-268456

Dear
Ms. Adams:

Per your discussion with Mr.
Richard Anslow. Esq. of Ellenoff Grossman & Schole LLP (“EGS”) and in response to Comment No. 3 of the comment
letter received from the staff (the “Staff,” “you” or “your”) of the U.S. Securities
and Exchange Commission on March 29, 2023, CytoMed Therapeutics Limited (the “Company,” “we,” “our”
or “us”) hereby respectfully advises as follows:

During
Cytomed’s Nasdaq application review process, the Company discussed with Nasdaq the method the Company was using to meet the $15,000,000
market value of publicly held securities requirement (“Public Market Value Standard”). The Company advised Nasdaq
that the Company was not raising $15,000,000 in its primary offering. To satisfy the Public Market Value Standard, the Company would
use a combination of the sale of shares in the primary offering and shares eligible to be sold under Rule 144 (“Rule 144”)
as promulgated under of the Securities Act of 1933, as amended. In connection with its application, pursuant to Nasdaq requirements,
the Company submitted a “Publicly Tradable Securities” worksheet to indicate how the Public Market Value Standard will be
satisfied. The Company also submitted to Nasdaq (i) a draft opinion from EGS to the Company’s transfer agent opining that all 1,337,136
shares to be included to meet the Public Market Value Standard are eligible for sale without restrictions under R.144 and the restricted
legends be removed because none of the shares are held by affiliates and all of the shares have been held for more than one year and
(ii) a draft instruction letter from the Company to the transfer agent instructing the transfer agent to remove the restricted legends
from the 1,337,136 shares. Please be advised further that one shareholder of the Company currently beneficially owns a total of 883,858
ordinary shares. All of the 883,858 are eligible for the R. 144 exemption. However, for purposes of meeting the Public Float Value Standard,
the Company is only including 416,666 shares beneficially owned by said shareholder in the 1,337,136 shares described above.

***

We
thank you for your review of the foregoing. If you have further comments, please feel free to contact to our counsel, Richard I. Anslow,
Esq., at ranslow@egsllp.com or by telephone at (212) 370-1300.

    Sincerely,

    /s/
    Chee Kong CHOO

    Chee
    Kong CHOO

    Director
    and Chairman

    cc:
    Richard
    I. Anslow, Esq.

    Ellenoff
    Grossman & Schole LLP

CORRESP
1
filename1.htm

CytoMed
Therapeutics Limited

1
Commonwealth Lane #08-22

Singapore
149544

March
31, 2023

VIA
EDGAR

U.S.
SECURITIES AND EXCHANGE COMMISSION

Division
of Corporation Finance, Office of Life Sciences

100
F Street, N.E.

Washington,
DC 20549

Attention:
Tracie Mariner

    Re:
    CytoMed
    Therapeutics Limited

Registration
Statement on Form F-1

Originally
Filed November 18, 2022

File
No. 333-268456

Dear
Ms. Mariner:

Pursuant
to Rule 461 under the Securities Act of 1933, as amended, CytoMed Therapeutics Limited (the “Company”) hereby requests
acceleration of effectiveness of the above referenced Registration Statement so that it will become effective at 5:00 p.m. on Friday,
March 31, 2023, or as soon as thereafter practicable (the “Effective Time”). The Company hereby grants to each of
Richard I. Anslow, Esq., Lijia Sanchez, Esq. and Kristina R. Brown, Esq. the authority to communicate to the staff of the U.S. Securities
and Exchange Commission one or more requests for any potential deferral of the Effective Time.

    Very
    truly yours,

    /s/
    CHOO Chee Kong

    CHOO
    Chee Kong

    Director
    and Chairman

CORRESP
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CytoMed
Therapeutics Limited

1
Commonwealth Lane

#08-22

Singapore
149544

+65
6250 7738

VIA
EDGAR

March
30, 2023

U.S.
Securities & Exchange Commission

Division
of Corporation Finance

Office
of Life Sciences

100
F Street, NE

Washington,
D.C. 20549

Attn:
Tracie Mariner

Re:
CytoMed Therapeutics Limited

(f/k/a
CytoMed Therapeutics Pte. Ltd.)

Amendment
No. 4 to Registration Statement on Form F-1

Filed
March 28, 2023

File
No. 333-268456

Dear
Ms. Mariner:

CytoMed
Therapeutics Limited (the “Company,” “we,” “our” or “us”)
hereby transmits our response to the comment letter received from the staff (the “Staff,” “you”
or “your”) of the U.S. Securities and Exchange Commission (the “Commission”), on March 29, 2023,
regarding Amendment No. 4 to Registration Statement on Form F-1 submitted to the Commission on March 28, 2023.

For
your convenience, we have repeated below your comments in bold, and have followed each comment with our response. Disclosure changes
made in response to the Staff’s comments have been made in Amendment No. 5 to the Registration Statement (the “Amendment”),
which is being submitted to the Commission contemporaneously with the submission of this letter.

Amendment
No. 4 to Registration Statement on Form F-1

Exhibits

    1.
    Please
    file the form of service agreements the executives will execute effective upon consummation of the offering, as disclosed on page
    149. Refer to Item 601(b)(10)(iii) of Regulation S-K.

Response:
The Company respectfully acknowledges the Staff’s comment and notes that the form of service agreements is the same for each of
the executive directors and the executives. We have updated the name of Exhibit 10.19 in the Exhibit Index of the Amendment, accordingly.

    2.
    As
    counsel is providing its opinion regarding whether CytoMed Malasia has been duly incorporated and is validly existing, please revise
    Exhibit 5.3 to remove: (1) the inappropriate assumptions in paragraph 3.1(g), which addresses whether CytoMed Malaysia obtained governmental
    approvals, permits and met other requirements under Malaysian law; and (2) the general disclaimer in 3.1(l) “that there are
    no other documents which may affect [counsel’s] Opinion which have not been presented to [counsel].” Finally, have counsel
    revise paragraph 5.3 to eliminate all inappropriate limitations on reliance; purchasers of securities in the offering are entitled
    to rely on counsel’s opinion. We note, as examples only, the statements that “[t]his Opinion is given only for the benefit
    of the person to whom it is addressed” and “this Opinion is not to be . . . relied upon by, any other person.”
    Refer to Section II.3 of Staff Legal Bulletin No. 19 for guidance regarding assumptions, qualifications and limitations on reliance
    in legality opinions.

Response:
The Company respectfully acknowledges the Staff’s comment and is submitting a revised Exhibit 5.3, accordingly.

General

    3.
    We
    note on page 182 the new disclosure that, “[m]embers of our Board, our executive officers and all shareholders beneficially
    owning more than 5% of our outstanding ordinary shares (other than with respect to 416,666 ordinary shares), subject to certain exceptions,
    as of the effective date of this Prospectus have agreed during the 12-month period following the date of this Prospectus to substantially
    similar lock-up provisions, subject to certain exceptions.” Tell us the nature of the beneficial ownership of the 416,666 ordinary
    shares that are not subject to lock-ups.

Response:
The Company respectfully acknowledges the Staff’s comment and hereby advises the Staff that in connection with the offering,
the underwriters have required all members of our board of directors, all of our executive officers, and all shareholders beneficially
owning more than 5% of our outstanding ordinary shares to enter into lock-up agreements, other than with respect to 1,337,631 shares
which will be freely tradable upon the first day of trading, including 416,666 shares held by a 5% of more shareholder of the Company.

    4.
    We
    note the Free Writing Prospectus filed on February 27, 2023. Please confirm that marketing materials currently in use are consistent
    with the disclosure in the registration statement.

Response:
The Company respectfully acknowledges the Staff’s comment and confirms that the marketing materials currently in use is
the Free Writing Prospectus filed on February 27, 2023 which we believe is consistent with the disclosure in the
Amendment.

***

We
thank you for your review of the foregoing. If you have further comments, please feel free to contact to our counsel, Richard I. Anslow,
Esq., at ranslow@egsllp.com or by telephone at (212) 370-1300.

    Sincerely,

    /s/
    Chee Kong CHOO

    Chee
    Kong CHOO

    Director
    and Chairman

    cc:

    Richard
    I. Anslow, Esq.

    Ellenoff
    Grossman & Schole LLP

United States securities and exchange commission logo
March 29, 2023
Chee Kong Choo
Director and Chairman
CytoMed Therapeutics Pte. Ltd.
21 Bukit Batok Crescent
#17-80 WCEGA Tower
Singapore 658065
Re:CytoMed Therapeutics Pte. Ltd.
Amendment No. 4 to Registration Statement on Form F-1
Filed March 28, 2023
File No. 333-268456
Dear Chee Kong Choo:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply 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 these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our February 24, 2023 letter.
Amendment No. 4 to Registration Statement on Form F-1
Exhibits
1.Please file the form of service agreements the executives will execute effective upon
consummation of the offering, as disclosed on page 149.  Refer to Item 601(b)(10)(iii) of
Regulation S-K.
2.As counsel is providing its opinion regarding whether CytoMed Malasia has been duly
incorporated and is validly existing, please revise Exhibit 5.3 to remove:  (1) the
inappropriate assumptions in paragraph 3.1(g), which addresses whether CytoMed
Malaysia obtained governmental approvals, permits and met other requirements under

 FirstName LastNameChee Kong Choo
 Comapany NameCytoMed Therapeutics Pte. Ltd.
 March 29, 2023 Page 2
 FirstName LastName
Chee Kong Choo
CytoMed Therapeutics Pte. Ltd.
March 29, 2023
Page 2
Malaysian law; and (2) the general disclaimer in 3.1(l) "that there are no other documents
which may affect [counsel's] Opinion which have not been presented to [counsel]."
Finally, have counsel revise paragraph 5.3 to eliminate all inappropriate limitations on
reliance; purchasers of securities in the offering are entitled to rely on counsel's opinion.
We note, as examples only, the statements that "[t]his Opinion is given only for the benefit
of the person to whom it is addressed" and  "this Opinion is not to be  . . . relied upon by,
any other person."  Refer to Section II.3 of Staff Legal Bulletin No. 19 for guidance
regarding assumptions, qualifications and limitations on reliance in legality opinions.
General
3.We note on page 182 the new disclosure that, "[m]embers of our Board, our executive
officers and all shareholders beneficially owning more than 5% of our outstanding
ordinary shares (other than with respect to 416,666 ordinary shares), subject to certain
exceptions, as of the effective date of this Prospectus have agreed during the 12-month
period following the date of this Prospectus to substantially similar lock-up provisions,
subject to certain exceptions."  Tell us the nature of the the beneficial ownership of the
416,666 ordinary shares that are not subject to lock-ups.
4.We note the Free Writing Prospectus filed on February 27, 2023.  Please confirm that
marketing materials currently in use are consistent with the disclosure in the registration
statement.
            You may contact Tracie Mariner at (202) 551-3744 or Daniel Gordon at (202) 551-
3486 if you have questions regarding the financial statements and related matters.  Please contact
Abby Adams at (202) 551-6902 or Celeste Murphy at (202) 551-3257 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Richard I. Anslow, Esq.

CORRESP
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CytoMed
Therapeutics Limited

1
Commonwealth Lane

#08-22

Singapore
149544

+65
6250 7738

VIA
EDGAR

March
15, 2023

U.S.
Securities & Exchange Commission

Division
of Corporation Finance

Office
of Life Sciences

100
F Street, NE

Washington,
D.C. 20549

Attn:
Tracie Mariner

Re:
CytoMed Therapeutics Limited

(f/k/a
CytoMed Therapeutics Pte. Ltd.)

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

Filed
February 21, 2023

File
No. 333-268456

Dear
Ms. Mariner:

CytoMed
Therapeutics Limited (the “Company,” “we,” “our” or “us”)
hereby transmits our response to the comment letter received from the staff (the “Staff,” “you”
or “your”) of the U.S. Securities and Exchange Commission (the “Commission”), on February 24, 2023,
regarding Amendment No.2 to Registration Statement on Form F-1 submitted to the Commission on February 21, 2023.

For
your convenience, we have repeated below your comments in bold, and have followed each comment with our response. Disclosure changes
made in response to the Staff’s comments have been made in Amendment No. 3 to the Registration Statement (the “Amendment”),
which is being submitted to the Commission contemporaneously with the submission of this letter.

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

Business

Overview,
page 89

 1. We
                                            note the revisions to the pipeline on page 90, so that there are now four columns prior to
                                            Phase 1: discovery, process development, preclinical studies, and trial application. Revise
                                            the pipeline table to combine these four columns into no more than two columns, each no wider
                                            or more prominent than each of the phases of clinical development. Also revise the table
                                            so that each row has one arrow that begins on the left and progresses to the point of current
                                            development, rather than multiple arrows within each column.

Response:
The Company respectfully acknowledges the Staff’s comment and has revised page 90 of the Amendment accordingly.

***

We
thank you for your review of the foregoing. If you have further comments, please feel free to contact to our counsel, Richard I. Anslow,
Esq., at ranslow@egsllp.com or by telephone at (212) 370-1300.

    Sincerely,

    /s/
    Chee Kong CHOO

    Chee
    Kong CHOO

    Director
    and Chairman

    cc:

    Richard
    I. Anslow, Esq.

    Ellenoff
    Grossman & Schole LLP

United States securities and exchange commission logo
February 24, 2023
Chee Kong Choo
Director and Chairman
CytoMed Therapeutics Pte. Ltd.
21 Bukit Batok Crescent
#17-80 WCEGA Tower
Singapore 658065
Re:CytoMed Therapeutics Pte. Ltd.
Amendment No. 2 to Registration Statement on Form F-1
Filed February 1, 2023
File No. 333-268456
Dear Chee Kong Choo:
            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 comment, we may have additional comments.
Amendment No. 2 to Registration Statement on Form F-1
Business
Overview, page 89
1.We note the revisions to the pipeline on page 90, so that there are now four columns prior
to Phase 1:  discovery, process development, preclinical studies, and trial application.
Revise the pipeline table to combine these four columns into no more than two columns,
each no wider or more prominent than each of the phases of clinical development.  Also
revise the table so that each row has one arrow that begins on the left and progresses to the
point of current development, rather than multiple arrows within each column.

 FirstName LastNameChee Kong Choo
 Comapany NameCytoMed Therapeutics Pte. Ltd.
 February 24, 2023 Page 2
 FirstName LastName
Chee Kong Choo
CytoMed Therapeutics Pte. Ltd.
February 24, 2023
Page 2
            You may contact Tracie Mariner at (202) 551-3744 or Daniel Gordon at (202) 551-
3486 if you have questions regarding the financial statements and related matters.  Please contact
Abby Adams at (202) 551-6902 or Celeste Murphy at (202) 551-3257 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Richard I. Anslow, Esq.

CORRESP
1
filename1.htm

CytoMed
Therapeutics Limited

1
Commonwealth Lane

#08-22

Singapore
149544

+65
6250 7738

VIA
EDGAR

February
21, 2023

U.S.
Securities & Exchange Commission

Division
of Corporation Finance

Office
of Life Sciences

100
F Street, NE

Washington,
D.C. 20549

Attn:
Tracie Mariner

Re:
CytoMed Therapeutics Limited

(f/k/a
CytoMed Therapeutics Pte. Ltd.)

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

Filed
February 1, 2023

File
No. 333-268456

Dear
Ms. Mariner:

CytoMed
Therapeutics Limited (the “Company,” “we,” “our” or “us”)
hereby transmits our response to the comment letter received from the staff (the “Staff,” “you”
or “your”) of the U.S. Securities and Exchange Commission (the “Commission”), on February 9, 2023,
regarding Amendment No.1 to Registration Statement on Form F-1 submitted to the Commission on February 1, 2023.

For
your convenience, we have repeated below your comments in bold, and have followed each comment with our response. Disclosure changes
made in response to the Staff’s comments have been made in Amendment No. 2 to the Registration Statement (the “Amendment”),
which is being submitted to the Commission contemporaneously with the submission of this letter.

Amendment
No.1 to Registration Statement on Form F-1 Filed February 1, 2023

Explanatory
Note, page 3

 1. We
                                            note your disclosure stating that effective January 17, 2023, you implemented a 1-for-380.83
                                            reverse split of your ordinary shares. Please amend your filing to ensure that all share
                                            information in the filing retroactively reflects the split in accordance with ASC 260-10-55-12
                                            and ASC 505-10-S99-4. In addition, obtain revised audit and review reports from your auditors,
                                            to include in the amendment, that reflect the date of the share information changes to your
                                            financial statements.

Response:
The Company respectfully acknowledges the Staff’s comment and revised the disclosure of Note 14 to the consolidated financial statements
(pages F-31 & F-32) and interim financial statements (pages F-61 & F-62) that the Company effected a reverse
share split of its ordinary shares on January 17, 2023 and all ordinary shares and related information presented in the consolidated
financial statements and accompanying notes have been retrospectively adjusted to reflect the reverse share split in accordance with
ASC 260-10-55-12 and ASC 505-10-S99-4 including Notes 14 and 28. Please also refer to the updated date
of audit report on page F-2 and review report on page F-45 from our auditor. Further, the Company has revised pages 79 and 155 and
Item 7. of Part II.

Patent
License, page 115

 2. We
                                            reissue comment 3. We disagree with your analysis that the term of the patent license is
                                            not material. Revise to disclose the term of the third extension in the document.

Response:
The Company respectfully acknowledges the Staff’s comment and has revised page 115 of the Amendment accordingly.

Exhibits

 3. We
                                            reissue comment 4 in part. There does not appear to be a consent form for Mr. Lucas LUK Tien
                                            Wee, who is listed in the beneficial ownership table on page 155.

Response:
The Company respectfully acknowledges the Staff’s comment and has revised the footnote on page 155 of the Amendment to reflect
that Mr. Lucas LUK Tien Wee is currently a director of the Company.

***

We
thank you for your review of the foregoing. If you have further comments, please feel free to contact to our counsel, Richard I. Anslow,
Esq., at ranslow@egsllp.com or by telephone at (212) 370-1300.

    Sincerely,

    /s/ Chee
    Kong CHOO

    Chee Kong CHOO

    Director and Chairman

    cc:
    Richard I. Anslow, Esq.

    Ellenoff Grossman & Schole LLP

United States securities and exchange commission logo
February 9, 2023
Chee Kong Choo
Director and Chairman
CytoMed Therapeutics Pte. Ltd.
21 Bukit Batok Crescent
#17-80 WCEGA Tower
Singapore 658065
Re:CytoMed Therapeutics Pte. Ltd.
Amendment No.1 to Registration Statement on Form F-1
Filed February 1, 2023
File No. 333-268456
Dear Chee Kong Choo:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply 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 these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our November 30, 2022 letter.
Amendment No.1 to Registration Statement on Form F-1 Filed February 1, 2023
Explanatory Note, page 3
1.We note your disclosure stating that effective January 17, 2023, you implemented a 1-for-
380.83 reverse split of your ordinary shares.  Please amend your filing to ensure that all
share information in the filing retroactively reflects the split in accordance with ASC 260-
10-55-12 and ASC 505-10-S99-4.  In addition, obtain revised audit and review reports
from your auditors, to include in the amendment, that reflect the date of the share
information changes to your financial statements.
Business

 FirstName LastNameChee Kong Choo
 Comapany NameCytoMed Therapeutics Pte. Ltd.
 February 9, 2023 Page 2
 FirstName LastName
Chee Kong Choo
CytoMed Therapeutics Pte. Ltd.
February 9, 2023
Page 2
Patent License, page 115
2.We reissue comment 3.  We disagree with your analysis that the term of the patent license
is not material.  Revise to disclose the term of the third extension in the document.
Exhibits
3.We reissue comment 4 in part. There does not appear to be a consent form for Mr. Lucas
LUK Tien Wee, who is listed in the beneficial ownership table on page 155.
            You may contact Tracie Mariner at (202) 551-3744 or Daniel Gordan at (202) 551-
3486 if you have questions regarding comments on the financial statements and related
matters.  Please contact Abby Adams at (202) 551-6902 or Celeste Murphy at (202) 551-3257
with any other questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences

CORRESP
1
filename1.htm

CytoMed
Therapeutics Limited

1
Commonwealth Lane

#08-22

Singapore
149544

+65
6250 7738

VIA
EDGAR

January
31, 2023

U.S.
Securities & Exchange Commission

Division
of Corporation Finance

Office
of Life Sciences

100
F Street, NE

Washington,
D.C. 20549

Attn:
Tracie Mariner

    Re:
    CytoMed
    Therapeutics Limited

    (f/k/a
    CytoMed Therapeutics Pte. Ltd.)

    Registration Statement
    on Form F-1

    Filed November 18, 2022

    File No. 333-268456

Dear
Ms. Mariner:

CytoMed
Therapeutics Limited (the “Company,” “we,” “our” or “us”)
hereby transmits our response to the comment letter received from the staff (the “Staff,” “you”
or “your”) of the U.S. Securities and Exchange Commission (the “Commission”), on November 30, 2022,
regarding Registration Statement on Form F-1 submitted to the Commission on November 18, 2022.

For
your convenience, we have repeated below your comments in bold, and have followed each comment with our response. Disclosure changes
made in response to the Staff’s comments have been made in Amendment No. 1 to the Registration Statement (the “Amendment”),
which is being submitted to the Commission contemporaneously with the submission of this letter.

Registration
Statement on Form F-1

Cover
Page

    1.
    Revise the disclosure
    on the cover page to clarify whether the offering is contingent upon final approval of your NASDAQ listing. Please ensure the disclosure
    is consistent with your underwriting agreement.

Response:
The Company respectfully acknowledges the Staff’s comment and has revised the cover page of the Amendment accordingly.

Risks
Related to Investments in Singapore Companies, page 68

    2.
    In the new risk factor
    on page 70 you disclose that Singapore taxes may differ from the tax laws of other jurisdictions and advise potential investors to
    consult with their own tax advisors; however, you provide no context regarding the nature of the potential risks. Please revise explain
    the risks you are attempting to convey.

Response:
The Company respectfully acknowledges the Staff’s comment and has revised page 70 of the Amendment accordingly.

Business

Patent
License, page 115

    3.
    Revise to disclose the
    term of the third extension of the patent license.

Response:
The Company respectfully acknowledges the Staff’s comment and notes that Exhibit 10.6 to the Registration Statement on Form
F-1 attaching the third extension of the patent license (the “Third Addendum”) has been redacted because the Company
considers the redacted terms of the Third Addendum to be not material and the type that the Company treats as private and confidential.

Exhibits

    4.
    Prior to effectiveness,
    file actual consents of all persons who will become directors, rather than “Form of” consents, or revise the exhibit
    index to clarify you have done so.

Response:
The Company respectfully acknowledges the Staff’s comment and has filed as Exhibits 99.1 to 99.7 to the Amendment the consents
of all persons who will become directors, respectively.

***

We
thank you for your review of the foregoing. If you have further comments, please feel free to contact to our counsel, Richard I. Anslow,
Esq., at ranslow@egsllp.com or by telephone at (212) 370-1300.

    Sincerely,

    /s/ Chee
    Kong CHOO

    Chee Kong CHOO

    Director and Chairman

    cc:
    Richard I. Anslow, Esq.

    Ellenoff Grossman & Schole LLP

United States securities and exchange commission logo
November 30, 2022
Chee Kong Choo
Director and Chairman
CytoMed Therapeutics Pte. Ltd.
21 Bukit Batok Crescent
#17-80 WCEGA Tower
Singapore 658065
Re:CytoMed Therapeutics Pte. Ltd.
Registration Statement on Form F-1
Filed November 18, 2022
File No. 333-268456
Dear Chee Kong Choo:
            We have reviewed your registration statement and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply 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 these comments, we may have additional comments.
Registration Statement on Form F-1
Cover Page
1.Revise the disclosure on the cover page to clarify whether the offering is contingent upon
final approval of your NASDAQ listing.  Please ensure the disclosure is consistent with
your underwriting agreement.
Risks Related to Investments in Singapore Companies, page 68
2.In the new risk factor on page 70 you disclose that Singapore taxes may differ from the
tax laws of other jurisdictions and advise potential investors to consult with their own tax
advisors; however, you provide no context regarding the nature of the potential risks.
Please revise explain the risks you are attempting to convey.

 FirstName LastNameChee Kong Choo
 Comapany NameCytoMed Therapeutics Pte. Ltd.
 November 30, 2022 Page 2
 FirstName LastName
Chee Kong Choo
CytoMed Therapeutics Pte. Ltd.
November 30, 2022
Page 2
Business
Patent License, page 115
3.Revise to disclose the term of the third extension of the patent license.
Exhibits
4.Prior to effectiveness, file actual consents of all persons who will become directors, rather
than "Form of" consents, or revise the exhibit index to clarify you have done so.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            You may contact Tracie Mariner at (202) 551-3744 or Daniel Gordon at (202) 551-3486
if you have questions regarding the financial statements and related matters.  Please contact
Abby Adams at (202) 551-6902 or Celeste Murphy at (202) 551-3257 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Richard I. Anslow, Esq.

CORRESP
1
filename1.htm

CytoMed
Therapeutics Pte. Ltd.

1
Commonwealth Lane

#08-22

Singapore
149544

+65
6250 7738

VIA
EDGAR

November
18, 2022

U.S.
Securities & Exchange Commission

Division
of Corporation Finance

Office
of Life Sciences

100
F Street, NE

Washington,
D.C. 20549

Attn:
Tracie Mariner

    Re:
    CytoMed
    Therapeutics Pte. Ltd.

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

    Submitted September
    30, 2022

    CIK No. 0001873093

Dear
Ms. Mariner:

CytoMed
Therapeutics Pte. Ltd. (the “Company,” “we,” “our” or “us”)
hereby transmits our response to the comment letter received from the staff (the “Staff,” “you”
or “your”) of the U.S. Securities and Exchange Commission (the “Commission”), on October 19, 2022,
regarding Amendment No. 3 to Draft Registration Statement on Form F-1 submitted to the Commission on September 30, 2022. For your convenience,
we have repeated below your comments in bold, and have followed each comment with our response. Concurrently with the transmission
of this letter, we are publicly filing with the Commission the Company’s Registration Statement on Form F-1 (the “Registration Statement”), which reflects our responses to the Staff’s comments and other updates.

Amendment
No. 3 to Draft Registration Statement on Form F-1 Submitted September 30, 2022

Business

Overview,
page 89

  1.
  We
  note the revisions in timing to your product candidate pipeline. Revise the associated disclosure to clarify your plans with respect
  to the revised timetables.

Response:
The Company respectfully acknowledges the Staff’s comment and has revised pages 21, 89, 95, 96, 107, 112 and 122 of its
Registration Statement.

We
thank you for your review of the foregoing. If you have further comments, please feel free to contact to our counsel, Richard I. Anslow,
Esq., at ranslow@egsllp.com or by telephone at (212) 370-1300.

    Sincerely,

    /s/ Chee
    Kong CHOO

    Chee Kong CHOO

    Director and Chairman

    cc:
    Richard I. Anslow, Esq.

    Ellenoff Grossman & Schole LLP

United States securities and exchange commission logo
October 19, 2022
Chee Kong Choo
Director and Chairman
CytoMed Therapeutics Pte. Ltd.
21 Bukit Batok Crescent
#17-80 WCEGA Tower
Singapore 658065
Re:CytoMed Therapeutics Pte. Ltd.
Amendment No. 3 to Draft Registration Statement on Form F-1
Submitted September 30, 2022
CIK No. 0001873093
Dear Chee Kong Choo:
            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 comment, we may have additional comments.
Amendment No. 3 to Draft Registration Statement on Form F-1 Submitted September 30, 2022
Business
Overview, page 89
1.We note the revisions in timing to your product candidate pipeline.  Revise the associated
disclosure to clarify your plans with respect to the revised timetables.
            You may contact Tracie Mariner at (202) 551-3744 or Daniel Gordon at (202) 551-
3486 if you have questions regarding comments on the financial statements and related
matters.  Please contact Abby Adams at (202) 551-6902 or Celeste Murphy at (202) 551-
3257 with any other questions.
Sincerely,

 FirstName LastNameChee Kong Choo
 Comapany NameCytoMed Therapeutics Pte. Ltd.
 October 19, 2022 Page 2
 FirstName LastName
Chee Kong Choo
CytoMed Therapeutics Pte. Ltd.
October 19, 2022
Page 2
Division of Corporation Finance
Office of Life Sciences
cc:       Richard I. Anslow, Esq.

United States securities and exchange commission logo
January 7, 2022
Chee Kong CHOO
Director and Chairman
CytoMed Therapeutics Pte. Ltd.
21 Bukit Batok Crescent
#17-80 WCEGA Tower
Singapore 658065
Re:CytoMed Therapeutics Pte. Ltd.
Amendment No. 1 to Draft Registration Statement on Form F-1
Submitted November 19, 2021
CIK No. 0001873093
Dear Mr. CHOO:
            We have reviewed your registration statement and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply 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 these comments, we may have additional comments.
Amendment No. 2 to Draft Registration Statement on Form F-1 filed December 20, 2021
General
1.Please 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.
            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.

 FirstName LastNameChee Kong CHOO
 Comapany NameCytoMed Therapeutics Pte. Ltd.
 January 7, 2022 Page 2
 FirstName LastName
Chee Kong CHOO
CytoMed Therapeutics Pte. Ltd.
January 7, 2022
Page 2
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            You may contact Tracie Mariner at 202-551-3744 or Daniel Gordon at 202-551-3486 if
you have questions regarding comments on the financial statements and related matters.  Please
contact Abby Adams at 202-551-6902 or Celeste Murphy at 202-551-3257 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Richard I. Anslow, Esq.

United States securities and exchange commission logo
December 2, 2021
Chee Kong CHOO
Director and Chairman
CytoMed Therapeutics Pte. Ltd.
21 Bukit Batok Crescent
#17-80 WCEGA Tower
Singapore 658065
Re:CytoMed Therapeutics Pte. Ltd.
Amendment No. 1 to Draft Registration Statement on Form F-1
Submitted November 19, 2021
CIK No. 0001873093
Dear Mr. CHOO:
            We have reviewed your amended draft offering statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by providing the requested information and either submitting
an amended draft offering statement or publicly filing your offering statement on EDGAR.  If
you do not believe our comments apply 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 draft offering statement or filed offering statement and the information you provide in
response to these comments, we may have additional comments.
Amendment No. 1 to Draft Registration Statement on Form F-1
Property, page 113
1.We note your response to comment 10.  File the leasehold agreement as an exhibit as
required by Item 601(b)(10)(ii)(D) of Regulation S-K, or provide your analysis why it is
not required to be filed.
Foreign Private Issuer Exceptions, page 147
2.We note your response to comment 12.  The revised disclosure on page 147 did not clarify
from which listing standards you intend to continue exercising the exemption.  Please
either revise page 147 to clarify or revise the associated disclosure to clarify.  For
example, on page 146, clarify whether your code of business conduct and ethics and your

 FirstName LastNameChee Kong CHOO
 Comapany NameCytoMed Therapeutics Pte. Ltd.
 December 2, 2021 Page 2
 FirstName LastName
Chee Kong CHOO
CytoMed Therapeutics Pte. Ltd.
December 2, 2021
Page 2
compensation committee member's independence and charter will comply with the
Nasdaq standards.  If you are uncertain, so state in the disclosure.
Exhibits
3.Please file the actual Share Subscription Agreement as Exhibit 10.14, rather than a "Form
of" agreement.  When you file the document publicly, please file the actual consent of
each person to be named a director, rather than a "Form of" consent.
            You may contact Tracie Mariner at (202) 551-3744 or Daniel Gordon at (202) 551-
3486 if you have questions regarding the financial statements and related matters.  Please contact
Abby Adams at (202) 551-6902 or Celeste Murphy at (202) 551-3257 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Richard I. Anslow, Esq.

United States securities and exchange commission logo
October 26, 2021
Chee Kong CHOO
Director and Chairman
CytoMed Therapeutics Pte. Ltd.
21 Bukit Batok Crescent
#17-80 WCEGA Tower
Singapore 658065
Re:CytoMed Therapeutics Pte. Ltd.
Draft Registration Statement on Form F-1
Submitted September 28, 2021
CIK No. 0001873093
Dear Mr. CHOO:
            We have reviewed your draft offering statement and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to this letter by providing the requested information and either submitting
an amended draft offering statement or publicly filing your offering statement on
EDGAR.  Please refer to Rule 252(d) regarding the public filing requirements for non-public
submissions, amendments and correspondence.  If you do not believe our comments apply to
your facts and circumstances or do not believe an amendment is appropriate, please tell us why
in your response.  After reviewing your amended draft offering statement or filed offering
statement and the information you provide in response to these comments, we may have
additional comments.
Draft Registration Statement on Form F-1 Submitted September 28, 2021
Summary
Our Business, page 19
1.Revise to clarify the current status of your three product candidates.  You state on page 19
that you “are in the midst of developing” them, and that you are a preclinical
biopharmaceutical company.  Revise to further clarify at what stage you are with each
product and where you intend to submit them for approval. With respect to CTM-N2D,
we note from page 89 you are “close to starting a Phase I trial,” and from page 107 that
you submitted a Phase I study to the HSA.  Revise to clarify and disclose the correct stage
in the summary.  Provide similarly specific information about the status of your other two

 FirstName LastNameChee Kong CHOO
 Comapany NameCytoMed Therapeutics Pte. Ltd.
 October 26, 2021 Page 2
 FirstName LastName
Chee Kong CHOO
CytoMed Therapeutics Pte. Ltd.
October 26, 2021
Page 2
main product candidates.  For example, if the HSA requires an IND application as a first
step, like the FDA, disclose the date you anticipate filing the IND for each of your other
two product candidates.
Use of Procceds, page 74
2.Please revise to disclose the amount of proceeds that you intend to allocate toward the
development of each product candidate and also how far along in the preclinical or
clinical trials you intend to fund with the proceeds.
Management's Discussion and Analysis of Financial Condition and Results of Operations
Overview, page 80
3.Revise the disclosure on pages 81 and 86 to disclose for how long you believe the net
proceeds from this offering, together with existing cash, will be sufficient to fund your
operations.
Business
Overview, page 89
4.Revise your pipeline table to include all three Phases of clinical development, and to
remove “proof of concept” and “manufacturing process validation” as separate phases of
development.  Clarify what you mean by “trial application.”  Revise the indication for
each product candidate to clarify the specific indication for which you will seek regulatory
approval.  Revise the table to clearly disclose the jurisdiction in which you are seeking
regulatory approval, as you are a Singapore company operating primarily in Malaysia
seeking to raise capital in the United States.
5.To the extent you are seeking regulatory approval in Singapore, revise your Business
section to briefly explain that process and in what category your product candidates fall,
that is, whether they require a CTA, CTN or Clinical Trial Certificate, and what
procedures you must undertake to conduct human clinical trials.  Essentially, explain how
the regulations described beginning on page 123 apply to your product candidates.
Strategy, page 90
6.Revise to avoid statements such as having the “competitive edge,” in the disclosure and
the table on page 90, where your products are pre-clinical.  Where the comparison
products are commercialized and yours are yet to be proven, it is premature to address the
technology evolution as presented in the graphic, which should be deleted.  Similarly,
rephrase the “Advantages” of your therapy in the heading on page 102 to clarify they are
potential advantages.

 FirstName LastNameChee Kong CHOO
 Comapany NameCytoMed Therapeutics Pte. Ltd.
 October 26, 2021 Page 3
 FirstName LastName
Chee Kong CHOO
CytoMed Therapeutics Pte. Ltd.
October 26, 2021
Page 3
CTM-N2D, page 95
7.Revise to clarify the nature of the “deep discussion with a potential clinical trial partner to
formally submit a Phase I trial application for CTM-N2D.”  Also clarify what it means
that HSA “reviewed [your] submission and concluded that it has no major issues with
[your] documents.”  It is unclear where this places you in the regulatory pathway.
Product Design and Manufacturing of CTM-N2D, page 101
8.As safety and efficacy determinations are solely within the authority of regulators such as
the HSA and FDA, and they continue to be evaluated throughout all phases of clinical
trials, please remove the reference to your products as “safer” from Figure 10, the
reference to “safer ‘drug-like’ product features,” and characterizing the product-candidate
as “safe” on page 103, and other statements of safety throughout the prospectus.  Also
avoid statements of the potency of CTM-N2D, as referenced at the bottom of page 103, on
page 105, and elsewhere in the prospectus, as this has yet to be proven. avoid any
statements of efficacy in the prospectus.  You may present the results of pre-clinical tests
without drawing conclusions regarding efficacy or potency.
Gamma delta NKT Cells Recognize and Kill a Broad-spectrum of Cancer Cells, page 111
9.Revise Figure 22 on page 112 so the font is large enough to be legible in each of the
tables.
Property, page 113
10.Clarify the importance of the lease beginning March 1, 2008 on the property you recently
purchased.
Intellectual Property, page 115
11.Please update your description of the Patent License, Know-How License and K562 Cell
License with ATPL to disclose, as applicable:
•the aggregate amounts paid to date;
•aggregate milestone payments; and
For the Patent and Know-How Licenses, please quantify the royalty rate or provide a
reasonable range not exceeding 10 percentage points, and disclose when the royalty
provisions expire.
Foreign Private Issuer Exemptions, page 147
12.You disclose here that you intend to follow the practices of your home country,
Singapore, with respect to the practices listed here, rather than the Nasdaq Listing Rules
standards, however, for several of these matters, it appears you may meet the Nasdaq
Listing standards.  For example, you state on page 146 that you will adopt a Code of
Business Conduct and Ethics.  Also, it appears from page 146 that your compensation

 FirstName LastNameChee Kong CHOO
 Comapany NameCytoMed Therapeutics Pte. Ltd.
 October 26, 2021 Page 4
 FirstName LastName
Chee Kong CHOO
CytoMed Therapeutics Pte. Ltd.
October 26, 2021
Page 4
committee will be independent and will have a charter.  Please revise the appropriate
sections to clarify.
Financial Statements
Audit Report, page F-2
13.Please obtain an audit report which addresses the following issues:

•Revise the language of the opinion paragraph to make clear that the opinion covers
the consolidated statements of comprehensive income, changes in equity, and cash
flows for both fiscal years ended December 31, 2019 and December 31, 2020;

•Refer to the International Financial Reporting Standards as issued by the International
Accounting Standards Board, as per the guidance in Item 17(c) of Form 20-F;

•Include representations, if true, that the audit was conducted in accordance with the
standards of the Public Company Accounting Oversight Board (United States), and
conform the audit report accordingly; and

•Include the date of the audit opinion in accordance with Rule 2-02(a) of Regulation
S-X.
            You may contact Tracie Mariner at (202) 551-3744 or Daniel Gordon at (202) 551-3486
if you have questions regarding comments on the financial statements and related
matters.  Please contact Abby Adams at (202) 551-6902 or Celeste Murphy at (202) 551-
3257 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Richard I. Anslow, Esq.