SecProbe.io

CORRESP
 1
 filename1.htm

 April
22, 2025

 VIA
EDGAR

 U.S.
Securities and Exchange Commission

 Division
of Corporation Finance

 100
F Street, N.E.

 Washington,
D.C. 20549

 Re:
 Phoenix
 Asia Holdings Limited

 Registration
 Statement on Form F-1, as amended

 File
 No. 333- 284260

 Ladies
and Gentlemen:

 In
accordance with Rule 461 under the Securities Act of 1933, as amended (the "Act"), D. Boral Capital LLC, as representatives
of the several underwriters, hereby join Phoenix Asia Holdings Limited (the "Company") in requesting that the U.S. Securities
and Exchange Commission take appropriate action to cause the Registration Statement on Form F-1, as amended (File No. 333-284260) (the
"Registration Statement"), to become effective on April 24, 2025, at 4:00 p.m., Eastern Time, or as soon thereafter as practicable,
or at such other time as the Company or its outside counsel, CFN Lawyers LLC, request by telephone that such Registration Statement be
declared effective.

 Pursuant
to Rule 460 under the Securities Act, we wish to advise you that we have distributed as many copies of the Preliminary Prospectus dated
April 9, 2025, to selected dealers, institutions and others as appears to be reasonable to secure adequate distribution of the Preliminary
Prospectus.

 The
undersigned advises that they have complied and will continue to comply, and that they have been informed by the participating underwriters
and dealers that they have complied with and will continue to comply, with the requirements of Rule 15c2-8 under the Securities Exchange
Act of 1934, as amended.

 Very
 truly yours,

 D.
 Boral Capital LLC

 By:
 /s/
 Stephanie Hu

 Name:
 Stephanie
 Hu

 Title:
 Co-Head
 of Investment Banking

CORRESP
 1
 filename1.htm

 Phoenix
Asia Holdings Limited

 April
22, 2025

 Via
EDGAR

 U.S.
Securities and Exchange Commission

 Division
of Corporation Finance

 Office
of Real Estate & Construction

 100
F Street, NE

 Washington,
D.C., 20549

 Re:
 Phoenix
 Asia Holdings Limited

 Registration
 Statement on Form F-1 (File No. 333-284260)

 Request
 for Acceleration of Effectiveness

 Ladies
and Gentlemen:

 In
accordance with Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended, Phoenix Asia Holdings Limited
hereby requests that the effectiveness of the above-referenced Registration Statement on Form F-1 (the "Registration Statement")
be accelerated and that the Registration Statement become effective at 4:00 p.m., Eastern Time, on April 24, 2025, or as
soon thereafter as practicable.

 Very
 truly yours,

 Phoenix
 Asia Holdings Limited

 By:
 /s/
 Chi Kin Kelvin Yeung

 Name:

 Chi
 Kin Kelvin Yeung

 Title:
 Chief
 Executive Officer and Director

 cc:
 Clement
 Au, Esq.

 CFN
 Lawyers LLC

CORRESP
 1
 filename1.htm

 Phoenix
Asia Holdings Limited

 April
9, 2025

 Via
EDGAR

 U.S.
Securities and Exchange Commission

 100
F Street, NE

 Washington,
D.C., 20549

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

 Ladies
and Gentlemen:

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

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

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

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

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

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

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

 b. Incurring
 additional costs and expenses;

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

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

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

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

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

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

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

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

 Very Truly Yours,

 /s/
 Chi Kin Kelvin Yeung

 Name:
 Chi Kin Kelvin Yeung

 Title:
 Chief Executive Officer
 and Director

CORRESP
1
filename1.htm

    CFN
                                            Lawyers LLC

    418
    Broadway #4607

    Albany,
    NY 12207, USA

    Main:
    +1 (646) 386 8128

    Email:
    cfn@cfnllc.us

January
13, 2025

Via
EDGAR

Division
of Corporation Finance

Office
of Real Estate & Construction

U.S.
Securities and Exchange Commission

100
F Street, NE

Washington,
D.C., 20549

    Attention:
    Ruairi
    Regan

    Brigitte
    Lippmann

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

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

    Draft
    Registration Statement on Form F-1

    File
    No. 377-07520

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

Dear
Sirs/Madams,

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

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

Risk
Factors Summary, page 4

1.
We reissue prior comment 2 in part. We note your disclosure on page 122 that most of your directors and officers are nationals or residents
of Hong Kong. Please clarify whether your directors and officers are nationals of China. Please revise your summary risk factors to address
clearly risks related to China, given Hong Kong is a Special Administrative Region of China. Please revise your summary risk factor disclosure
to specifically discuss risks arising from the legal system in China and Hong Kong, including risks and uncertainties regarding the enforcement
of laws. For example, revise to discuss more specifically the limitations on investors being able to effect service of process and enforce
civil liabilities in China and Hong Kong, lack of reciprocity, and cost and time constraints. Also, we note your disclosure that the
Group has no current operations in China. Please revise your definition of “China” or “PRC” to include Hong Kong
and to clarify that the “legal and operational” risks associated with operating in China also apply to your operations in
Hong Kong. The definition may clarify that the only time that “China or the PRC” does not include Hong Kong is when you are
referencing specific laws and regulations adopted by the PRC.

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

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

    Very
    truly yours,

    /s/
    Sanny Choi

    Name:

    Sanny
    Choi

December 13, 2024
Chi Kin Kelvin Yeung
Chief Executive Officer
Phoenix Asia Holdings Limited
Workshop B14, 8/F, Block B
Tonic Industrial Center, 19 Lam Hing Street
Kowloon Bay, Hong Kong
Re:Phoenix Asia Holdings Limited
Amended Draft Registration Statement on Form F-1
Submitted December 2, 2024
CIK No. 0002035709
Dear Chi Kin Kelvin Yeung:
            We have reviewed your amended draft registration statement and have the following
comment.
            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 November 21, 2024 letter.
Amended Draft Registration Statement
Risk Factors Summary, page 4
We reissue prior comment 2 in part. We note your disclosure on page 122 that most of
your directors and officers are nationals or residents of Hong Kong. Please clarify
whether your directors and officers are nationals of China. Please revise your
summary risk factors to address clearly risks related to China, given Hong Kong is a
Special Administrative Region of China. Please revise your summary risk factor
disclosure to specifically discuss risks arising from the legal system in China and
Hong Kong, including risks and uncertainties regarding the enforcement of laws. For 1.

December 13, 2024
Page 2
example, revise to discuss more specifically the limitations on investors being able to
effect service of process and enforce civil liabilities in China and Hong Kong, lack of
reciprocity, and cost and time constraints. Also, we note your disclosure that the
Group has no current operations in China. Please revise your definition of "China" or
"PRC" to include Hong Kong and to clarify that the “legal and operational” risks
associated with operating in China also apply to your operations in Hong Kong. The
definition may clarify that the only time that “China or the PRC” does not include
Hong Kong is when you are referencing specific laws and regulations adopted by
the PRC.
            Please contact Howard Efron at 202-551-3439 or Isaac Esquivel at 202-551-3395 if
you have questions regarding comments on the financial statements and related
matters. Please contact Ruairi Regan at 202-551-3269 or Brigitte Lippmann at 202-551-3713
with any other questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:Clement Au, Esq.

November 21, 2024
Chi Kin Kelvin Yeung
Chief Executive Officer
Phoenix Asia Holdings Limited
Workshop B14, 8/F, Block B
Tonic Industrial Center, 19 Lam Hing Street
Kowloon Bay, Hong Kong
Re:Phoenix Asia Holdings Limited
Draft Registration Statement on Form F-1
Submitted October 25, 2024
CIK No. 0002035709
Dear Chi Kin Kelvin Yeung:
            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
Prospectus Summary, page 1
1.Please revise the summary to disclose clearly that trading in your securities may be
prohibited under the Holding Foreign Companies Accountable Act, as amended by the
Consolidated Appropriations Act, 2023, and related regulations if the PCAOB
determines that it cannot inspect or investigate completely your auditor for a period of
two consecutive years, and that as a result an exchange may determine to delist your
securities.

November 21, 2024
Page 2
Risk Factors Summary, page 4
2.Please revise your summary risk factor disclosure to specifically discuss risks arising
from the legal system in China and Hong Kong, including risks and uncertainties
regarding the enforcement of laws. For example, revise to discuss more specifically
the limitations on investors being able to effect service of process and enforce civil
liabilities in China and Hong Kong, lack of reciprocity, and cost and time constraints.
Use of Proceeds, page 43
3.We note your disclosure that if business conditions change, we may use the proceeds
of this offering differently than as described in this registration statement. Please
clarify what changes in business conditions would result in a change in the use of
proceeds.
Management's Discussion and Analysis
Cost of Revenue, page 53
4.We note your statement that the increase in cost of revenue was generally in line with
the increase in revenue; however, your subcontracting costs and material costs appear
to have increased substantially more than your revenue. Where you identify material
changes in cost of sales revise to explain clearly the reasons for the changes.
Business , page 64
5.Please describe your public and private section projects in greater detail. For example,
disclose the type of projects and the expected completion date for your material
projects and any material risks associated with these projects.
6.We note your references in the MD&A, Use of Proceeds and other sections of your
disclosure to developing and maintaining awareness of your brand. Please describe
clearly the brand you are referencing in these disclosures.
            Please contact Howard Efron at 202-551-3439 or Isaac Esquivel at 202-551-3395 if
you have questions regarding comments on the financial statements and related
matters. Please contact Ruairi Regan at 202-551-3269 or Brigitte Lippmann at 202-551-3713
with any other questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:Clement Au, Esq.