SecProbe.io

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 March 6, 2026

Gan Hong Loon
Chief Financial Officer
Phaos Technology (Cayman) Holdings Ltd
83 Science Park Drive
#04-01A/B The Curie , Singapore Science Park 1
Singapore 118258

 Re: Phaos Technology (Cayman) Holdings Ltd
 Form 20-F filed September 18, 2025
 File No. 333-284137
Dear Gan Hong Loon:

 We have completed our review of your filing. 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.

 Sincerely,

 Division of
Corporation Finance
 Office of Industrial
Applications and Services
</TEXT>
</DOCUMENT>

CORRESP
 1
 filename1.htm

 Phaos
Technology Holdings (Cayman) Ltd

 83
Science Park Dr,

 #02-01
& #04-01A/B The Curie, Singapore Science Park 1

 Singapore
118258

 March
5, 2026

 Division
of Corporation Finance

 Office
of Industrial Applications and Services

 U.S.
Securities and Exchange Commission

 Washington,
DC 20549

 Attn:
Al Pavot, Terence O’Brien, Robert Augustin and Katherine Bagley

 Re:
 Phaos Technology Holdings (Cayman) Ltd
 Form 20-F filed September 18, 2025
 File No. 333-284137

 Dear
Sir or Madam,

 This
letter is in response to your letter dated February 19, 2026, in which you provided comments to the annual report on Form 20-F of Phaos
Technology Holdings (Cayman) Ltd. (the “Company”) submitted to the U.S. Securities and Exchange Commission on September 18,
2025. We set forth below in bold the comments in your letter relating to Form 20-F followed by the Company’s response to the comment.

 Form
20-F filed on September 18, 2025

 Statement
of Operations, page F-3

 1. Please
 identify for us the business, competitive and economic factors that caused your sales to
 decline by 91%. Explain the underlying reasons for the reduction in sales orders from your
 largest customers. This information should also be included under Item 5 of your next Form
 20-F.

 RESPONSE:
We respectfully advise the staff as follows:

 The
Company’s revenue for the years ended April 30, 2025 and 2024 were S$167,707 (approximately US$128,464) and S$1,882,803 (approximately
US$1,380,848), respectively, representing a decrease of 91.1%. This reduction in revenue was primarily attributed to a reduction
in sales orders from our largest customers due to a change in our business strategy in which we directly interact with our customers.
As a result, the Company has expanded its sales channel from selling to our distributors to selling directly to customers, with the price
of the products remaining largely unchanged, leading to a decline in revenue where sales to distributors have decreased significantly.
In order to further build brand recognition and to diversify customer base, the Company has embarked on a sales channel diversification
strategy whereby the Company targets end customers.

 The
Company’s top five customers accounted for 90.4% and 84.6% of total revenue for the financial years ended April 30, 2024 and 2025.
The reduction in orders from the Company’s largest customers was primarily attributable to the change in strategy described above,
whereby those customers who operated as distributors reduced or ceased purchasing as the Company began engaging their end-customer base
directly.

 The
Company did not identify significant competitive or macroeconomic factors as primary contributors to the revenue decline during the financial
year ended April 30, 2025, beyond the strategic and business factors described above.

 The
Company acknowledges the Staff’s direction and confirms that it will include a discussion of the business, competitive, and economic
factors described above as well as any relevant trends or uncertainties under Item 5 of Form 20-F for the financial year ending April
30, 2026.

 We
hope this response has addressed all of the Staff’s concerns relating to the comment letter. Should you have additional questions
regarding the information contained herein, please contact our securities counsel William S. Rosenstadt, Esq., Jason Ye, Esq. or Yarona
Yieh, Esq. of Ortoli Rosenstadt LLP at wsr@orllp.legal, jye@orllp.legal or yly@orllp.legal.

 Sincerely,

 /s/
 Gan Hong Loon

 Interim
 Chief Executive Officer and Chief Financial Officer

February 19, 2026
Gan Hong Loon
Chief Financial Officer
Phaos Technology (Cayman) Holdings Ltd
83 Science Park Drive
#04-01A/B The Curie , Singapore Science Park 1
Singapore 118258
Re:Phaos Technology (Cayman) Holdings Ltd
Form 20-F filed September 18, 2025
File No. 333-284137
Dear Gan Hong Loon:
            We have reviewed your filing and have the following comment. Please respond to this
letter within ten business days by providing the requested information or advise us as soon as
possible when you will respond.  After reviewing your response to this letter, we may have
additional comments.
Form 20-F filed September 18, 2025
Statements of Operations, page F-3
1.Please identify for us the business, competitive and economic factors that caused your
sales to decline by 91%. Explain the underlying reasons for the reduction in sales orders
from your largest customers. This information should also be included under Item 5 of
your next Form 20-F.
            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 Al Pavot at 202-551-3738 or Terence O'Brien at 202-551-3355
if you have questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and Services

CORRESP
 1
 filename1.htm

 July
29, 2025

 VIA
EDGAR

 Securities
and Exchange Commission

 Division
of Corporation Finance

 Office
of Industrial Applications and Services

 100
F Street, N.E.

 Washington,
D.C. 20549-3561

 Attn:
Robert Augustin and Katherine Bagley

 Re:
 Phaos
 Technology Holdings (Cayman) Limited
 Registration Statement on Form F-1
 Initially filed January 6, 2025, as amended
 File No. 333-284137

 Ladies
and Gentlemen:

 Pursuant
to Rule 461, as amended, the undersigned, as the representative of the prospective underwriters of the proposed offering by Phaos Technology
Holdings (Cayman) Limited (the "Company"), hereby join the Company's request that the effectiveness of the above-referenced
Registration Statement (the "Registration Statement") be accelerated so that the Registration Statement will become effective
at 4:30 p.m., Eastern Time, on July 31, 2025, or as soon thereafter as is practicable, or at such other time as the Company or its counsel,
Ortoli Rosenstadt LLP, may 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
July 25, 2025, to selected dealers, institutions and others as appears to be reasonable to secure adequate distribution of the Preliminary
Prospectus.

 The
undersigned, as the representative of the prospective underwriters of the proposed offering, advise on behalf of the underwriters that
the underwriters have complied and will continue to comply with Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

 Very
 truly yours,

 Network
 1 Financial Securities Inc.

 By:
 /s/
 Adam Pasholk

 Name:

 Adam
 Pasholk

 Title:
 Managing
 Director Investment Banking

CORRESP
 1
 filename1.htm

 Phaos
Technology Holdings (Cayman) Limited

 83
Science Park Dr,

 #02-01
& #04-01A/B The Curie, Singapore Science Park 1

 Singapore
118258

 July
29, 2025

 VIA
EDGAR

 Division
of Corporation Finance

 Office
of Industrial Applications and Services

 U.S.
Securities and Exchange Commission

 Washington,
DC 20549

 Attn:
 Robert
 Augustin and Katherine Bagley

 Re:
 Phaos
 Technology Holdings (Cayman) Limited

 Registration
 Statement on Form F-1, as amended (File No. 333- 284137)
 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, Phaos Technology Holdings
(Cayman) Limited hereby requests that the effectiveness of the above-referenced Registration Statement on Form F-1, as amended be accelerated
to and that the Registration Statement become effective at 4:30 p.m., Eastern Time, on July 31, 2025, or as soon thereafter as practicable.

 Very
 truly yours,

 Phaos
 Technology Holdings (Cayman) Limited

 By:

 /s/
 Andrew Yeo

 Name:

 Andrew
 Yeo

 Title:
 Executive
 Director and Chief Executive Officer

CORRESP
 1
 filename1.htm

 Phaos
Technology Holdings (Cayman) Ltd

 83
Science Park Dr,

 #02-01
& #04-01A/B The Curie, Singapore Science Park 1

 Singapore
118258

 July
7, 2025

 Division
of Corporation Finance

 Office
of Industrial Applications and Services

 U.S.
Securities and Exchange Commission

 Washington,
DC 20549

 Attn:
Al Pavot, Terence O'Brien, Robert Augustin and Katherine Bagley

 Re:
 Phaos
Technology Holdings (Cayman) Ltd

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

 Filed June 16, 2025

 File No. 333-284137

 Dear
Sir or Madam,

 This
letter is in response to your letter on July 1, 2025, in which you provided comments to Amendment No. 4 to Registration Statement on
Form F-1 of Phaos Technology Holdings (Cayman) Ltd. (the "Company") filed with the U.S. Securities and Exchange Commission
on June 16, 2025. On the date hereof, the Company has submitted Amendment No. 5 to the Registration Statement on Form F-1/A ("F-1/A").
We set forth below in bold the comments in your letter relating to the Registration Statement followed by our responses to the comments.

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

 Financial Statements, page F-1

 1.
 We
 note your response to prior comment 4, but there does not appear to be an Exhibit 99.9. Pursuant to Item 8.A.4 of Form 20-F, please
 provide audited financial statements that are no more than twelve months old. Alternatively, to the extent you meet the 15-month
 criteria outlined in Instruction 2 to Item 8.A.4, file the necessary representations as an exhibit to the registration statement.

 RESPONSE:
 We respectfully advise the staff that we have filed a Request for Waiver and Representation Under Item 8.A.4 of Form 20-F as Exhibit
99.9.

 Exhibits

 2.
 Please
 ensure that your exhibits are filed in text-searchable format. Refer to Item 301 of Regulation S-T. For example, we note Exhibit
 10.17.

 RESPONSE:
 We respectfully advise the staff that we have ensured that all exhibits are filed in a text searchable format.

 Exhibit
Index

 Exhibit 23.1, page II-4

 3.
 We
 note your response to prior comment 5. The consent still references a prior amendment and is dated May 2, 2025. Please provide a
 currently dated consent that addresses this concern.

 RESPONSE:
 We respectfully advise the staff that we have revised the consent accordingly.

 We
hope this response has addressed all of the Staff's concerns relating to the comment letter. Should you have additional questions
regarding the information contained herein, please contact our securities counsel William S. Rosenstadt, Esq., Jason Ye, Esq. or Yarona
Yieh, Esq. of Ortoli Rosenstadt LLP at wsr@orllp.legal, jye@orllp.legal or yly@orllp.legal.

 Sincerely,

 /s/
 Andrew Yeo

 Chief
 Executive Officer

<DOCUMENT>
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<TEXT>
 July 1, 2025

Andrew Yeo
Chief Executive Officer
Phaos Technology Holdings (Cayman) Ltd
83 Science Park Dr,
#02-01 & #04-01A/B The Curie, Singapore Science Park 1
Singapore 118258

 Re: Phaos Technology Holdings (Cayman) Ltd
 Amendment No. 4 to Registration Statement on Form F-1
 Filed June 16, 2025
 File No. 333-284137
Dear Andrew Yeo:

 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 22, 2025
letter.

Amendment No. 4 to Registration Statement on Form F-1
Financial Statements, page F-1

1. We note your response to prior comment 4, but there does not appear to
be an Exhibit
 99.9. Pursuant to Item 8.A.4 of Form 20-F, please provide audited
financial
 statements that are no more than twelve months old. Alternatively, to
the extent you
 meet the 15-month criteria outlined in Instruction 2 to Item 8.A.4, file
the necessary
 representations as an exhibit to the registration statement.
Exhibits

2. Please ensure that your exhibits are filed in text-searchable format.
Refer to Item 301
 of Regulation S-T. For example, we note Exhibit 10.17.
 July 1, 2025
Page 2

Exhibit 23.1, page II-4

3. We note your response to prior comment 5. The consent still references a
prior
 amendment and is dated May 2, 2025. Please provide a currently dated
consent that
 addresses this concern.
 Please contact Al Pavot at 202-551-3738 or Terence O'Brien at
202-551-3355 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Robert Augustin at 202-551-8483 or Katherine Bagley at 202-551-2545
with any
other questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Industrial
Applications and
 Services
cc: William S. Rosenstadt
</TEXT>
</DOCUMENT>

CORRESP
 1
 filename1.htm

 Phaos
Technology Holdings (Cayman) Ltd

 83
Science Park Dr,

 #02-01
& #04-01A/B The Curie, Singapore Science Park 1

 Singapore
118258

 June
16, 2025

 Division
of Corporation Finance

 Office
of Industrial Applications and Services

 U.S.
Securities and Exchange Commission

 Washington,
DC 20549

 Attn:
Al Pavot, Terence O'Brien, Robert Augustin and Katherine Bagley

 Re:
 Phaos
 Technology Holdings (Cayman) Ltd

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

 Filed
 May 9, 2025

 File
 No. 333-284137

 Dear
Sir or Madam,

 This
letter is in response to your letter on May 22, 2025, in which you provided comments to Amendment No. 3 to Registration Statement on
Form F-1 of Phaos Technology Holdings (Cayman) Ltd. (the "Company") filed with the U.S. Securities and Exchange Commission
on May 9, 2025. On the date hereof, the Company has submitted Amendment No. 4 to the Registration Statement on Form F-1/A ("F-1/A").
We set forth below in bold the comments in your letter relating to the Registration Statement followed by our responses to the comments.

 Amendment
No. 3 to Registration Statement on Form F-1 filed May 9, 2025

 Prospectus
Summary

 Overview,
page 5

 1.
 We
 note your revised disclosure in response to comment 1, including that "[s]ervice revenue increased as a result of solutions
 and maintenance-based contracts for our customers." Please revise to provide additional detail describing the solutions contracts,
 given your disclosure on page 6 that customers pay a yearly maintenance fee, but software solutions services are bundled free of
 charge with hardware.

 RESPONSE:
 We respectfully advise the staff that we have revised the disclosure on page 5 of the F-1/A. To clarify, the Company's service
revenue consists of maintenance-based contracts, wherein software solutions are provided free of charge.

 Business
Strategies, page 48

 2.
 As
 previously requested, please fully explain how your loan to PT Neura aligns with your stated business strategies and plans. In
 this regard, it is not clear how the loan helps you "build strategic alliances" or how such alliances can reasonably
 be expected to increase your revenue. Disclose specifically how PT Neura used the loan proceeds, and fully describe
 the services that comprise the majority of PT Neura's revenue, including the prices PT Neura charges for these services. Disclose
 the competitive advantages and disadvantages of PT Neura that materially impact their ability to succeed in the biomedical scanning
 and bespoke cloud storage solutions markets. In your disclosure, please discuss objective and reliable evidence that supports your
 conclusion that PT Neura has the financial resources needed to repay the loan, and explain how this evidence supports your conclusion.
 Finally, please disclose the total assets, total liabilities, total revenues, and net income or loss reported by PT Neura in their
 most recent financial statements. We may have further comment.

 RESPONSE:
 We respectfully advise the staff that we have revised the disclosure at page 48 of the F-1/A to address (a) how the loan to PT Neura
aligns with the Company's business strategies and plans, (b) how PT Neura used the loan proceeds and the price and services offered
by PT Neura, (c) the competitive advantages and disadvantages of PT Neura, (d) evidence that PT Neura has the financial resources to
repay the loan, and (e) the total assets, liabilities, revenues and net income or losses reported by PT Neura, as well as included risk
factor disclosure at page 17 of the F-1/A to address potential concerns regarding the recoverability of the loan.

 Compensation
of Executive Directors and Executive Officers, page 60

 3.
 Please
 revise to include compensation disclosure for your last full financial year, April 30, 2025. See Item 6.B. of Form 20-F.

 RESPONSE:
 We respectfully advise the staff that we have included compensation disclosure for the year ended April 30, 2025 at page 60 of the
F-1/A.

 Financial
Statements, page F-1

 4.
 Pursuant
 to Item 8.A.4 of Form 20-F, please provide audited financial statements that are no more than twelve months old. Alternatively, to
 the extent you meet the 15- month criteria outlined in Instruction 2. to Item 8.A.4, file the necessary representations as an exhibit
 to the registration statement.

 RESPONSE:
 We respectfully advise the staff that we have filed a request for waiver and representation under Item 8.A.4 of Form 20-F at Exhibit
99.9 of the F-1/A.

 Exhibit
Index

 Exhibit
23.1, page II-4

 5.
 The
 consent references a prior amendment. Please revise.

 RESPONSE:
 We respectfully advise the staff that we have revised the consent accordingly.

 We
hope this response has addressed all of the Staff's concerns relating to the comment letter. Should you have additional questions
regarding the information contained herein, please contact our securities counsel William S. Rosenstadt, Esq., Jason Ye, Esq. or Yarona
Yieh, Esq. of Ortoli Rosenstadt LLP at wsr@orllp.legal, jye@orllp.legal or yly@orllp.legal.

 Sincerely,

 /s/
 Andrew Yeo

 Chief
 Executive Officer

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 May 22, 2025

Andrew Yeo
Chief Executive Officer
Phaos Technology Holdings (Cayman) Ltd
83 Science Park Dr,
#02-01 & #04-01A/B The Curie, Singapore Science Park 1
Singapore 118258

 Re: Phaos Technology Holdings (Cayman) Ltd
 Amendment No. 3 to Registration Statement on Form F-1
 Filed May 9, 2025
 File No. 333-284137
Dear Andrew Yeo:

 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 April 17,
2025 letter.

Amendment No. 3 to Registration Statement on Form F-1 filed May 9, 2025
Prospectus Summary
Overview, page 5

1. We note your revised disclosure in response to comment 1, including that
"[s]ervice
 revenue increased as a result of solutions and maintenance-based
contracts for our
 customers." Please revise to provide additional detail describing the
 solutions contracts, given your disclosure on page 6 that customers pay
a yearly
 maintenance fee, but software solutions services are bundled free of
charge with
 hardware.
 May 22, 2025
Page 2
Business Strategies, page 48

2. As previously requested, please fully explain how your loan to PT Neura
aligns with
 your stated business strategies and plans. In this regard, it is not
clear how the loan
 helps you "build strategic alliances" or how such alliances can
reasonably be expected
 to increase your revenue. Disclose specifically how PT Neura used the
loan proceeds,
 and fully describe the services that comprise the majority of PT Neura's
revenue,
 including the prices PT Neura charges for these services. Disclose the
competitive
 advantages and disadvantages of PT Neura that materially impact their
ability to
 succeed in the biomedical scanning and bespoke cloud storage solutions
markets. In
 your disclosure, please discuss objective and reliable evidence that
supports your
 conclusion that PT Neura has the financial resources needed to repay the
loan, and
 explain how this evidence supports your conclusion. Finally, please
disclose the total
 assets, total liabilities, total revenues, and net income or loss
reported by PT Neura in
 their most recent financial statements. We may have further comment.
Compensation of Executive Directors and Executive Officers, page 60

3. Please revise to include compensation disclosure for your last full
financial year, April
 30, 2025. See Item 6.B. of Form 20-F.
Financial Statements, page F-1

4. Pursuant to Item 8.A.4 of Form 20-F, please provide audited financial
statements that
 are no more than twelve months old. Alternatively, to the extent you
meet the 15-
 month criteria outlined in Instruction 2. to Item 8.A.4, file the
necessary
 representations as an exhibit to the registration statement.
Exhibit Index
Exhibit 23.1, page II-4

5. The consent references a prior amendment. Please revise.

 Please contact Al Pavot at 202-551-3738 or Terence O'Brien at
202-551-3355 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Robert Augustin at 202-551-8483 or Katherine Bagley at 202-551-2545
with any
other questions.

 Sincerely,

 Division of
Corporation Finance
 Office of
Industrial Applications and
 Services
cc: William S. Rosenstadt
</TEXT>
</DOCUMENT>

CORRESP
 1
 filename1.htm

 Phaos
Technology Holdings (Cayman) Ltd

 83
Science Park Dr,

 #02-01
& #04-01A/B The Curie, Singapore Science Park 1

 Singapore
118258

 May
9, 2025

 Division
of Corporation Finance

 Office
of Industrial Applications and Services

 U.S.
Securities and Exchange Commission

 Washington,
DC 20549

 Attn:
Al Pavot, Terence O'Brien, Robert Augustin and Katherine Bagley

 Re:
 Phaos
 Technology Holdings (Cayman) Ltd
 Amendment No.2 to Registration Statement on Form F-1
 Filed March 31, 2025
 File No. 333-284137

 Dear
Sir or Madam,

 This
letter is in response to your letter on April 17, 2025, in which you provided comments to Amendment No. 2 to Registration Statement
on Form F-1 of Phaos Technology Holdings (Cayman) Ltd. (the "Company") submitted to the U.S. Securities and Exchange
Commission on March 31, 2025. On the date hereof, the Company has submitted Amendment No. 3 to the Registration Statement on Form
F-1/A ("F-1/A"). We set forth below in bold the comments in your letter relating to the Registration Statement followed
by our responses to the comments.

 Amendment
No. 2 to Registration Statement on Form F-1 filed March 31, 2025

 Prospectus Summary

 Overview,
page 4

 1.
 We
 note your disclosure here that you experienced a reduction in revenue of 82.7% and your disclosure on page 34 that this reduction
 in revenue was primarily attributed to diversification of your customer base in the region. We also note your disclosure that your
 product sales decreased by 86% and your service revenue increased. Please revise to explain in more detail why the diversification
 of your customer base resulted in this significant reduction in revenue, why your product sales decreased by 86% and your service
 revenue increased, and whether you expect this trend to continue in future financial periods.

 RESPONSE:
 We respectfully advise the staff that we have revised the disclosure at page 5 of the F-1/A accordingly.

 Risk
Factors

 We
are exposed to the credit risks of our customers., page 14

 2.
 Please
 update this risk factor to include the corresponding October 31, 2024 financial statement measures. Also, please provide a separate
 risk factor that addresses your ability to continue as a going concern. In this regard, we note that your October 31, 2024 cash balance
 declined to S$231,655 and the operating cash flow deficit reported on page F-5 significantly worsened. Specifically explain how you
 plan to satisfy your cash obligations in the next twelve months given your material decline in revenue.

 RESPONSE:
 We respectfully advise the staff that we have updated the risk factor and provided a separate risk factor at pages 14 and
12 of the F-1/A accordingly.

 Management's
Discussion and Analysis of Financial Condition And Results of Operations Overview, page 30

 3.
 We
 understand that your business in Singapore "contributed to 32.1% of our Group's revenue". Please expand your disclosure
 to address the other 67.9%.

 RESPONSE:
 We respectfully advise the staff that we have revised the disclosure at page 30 of the F-1/A accordingly.

 Other
Income, page 34

 4.
 We
 note your disclosure that the decrease in Other Income for the financial periods presented was due to a decrease in government grants.
 Please revise to clarify whether and to what extent you expect this trend to continue in future financial periods.

 RESPONSE:
 We respectfully advise the staff that we have revised the disclosure at page 34 of the F-1/A accordingly.

 Business

 Business
Strategies, page 48

 5.
 Given
 that your loan to PT Neura Integrasi Solusi now comprises over 50% of your total assets, please disclose how this substantial investment
 aligns with your stated business strategies and plans. Disclose whether the borrower currently has any substantive business activities
 and employees. The disclosure should fully describe the borrower's existing business and any material products or services
 that currently generate revenue. Identify any known factors that create uncertainty over your ability to recover the full amount
 of the loan. For example, if the borrower's ability to repay the loan is dependent on their ability to raise capital or develop
 products and technologies then that issue should be fully explained.

 RESPONSE:
 We respectfully advise the staff that we have revised the disclosure at page 48 of the F-1/A accordingly.

 Principal
and Selling Shareholders Selling Shareholders, page 63

 6.
 Please
 disclose the natural person(s) with voting and dispositive control of the shares held by ICHAM Master Fund VCC.

 RESPONSE:
 We respectfully advise the staff that we have revised the disclosure at page 63 of the F-1/A accordingly.

 Item
7. Recent Sales of Unregistered Securities, page II-1

 7.
 We
 note your disclosure throughout your filing that certain selling shareholders are participating in this offering. Please revise this
 section, as appropriate, to discuss the securities issuances under which these selling shareholders received the shares you are registering
 in this offering.

 RESPONSE:
 We respectfully advise the staff that we have revised the disclosure at page II-1 of the F-1/A accordingly.

 Exhibit
Index

 Exhibit
23.1, page II-4

 8.
 Please
 update the consent in your next filing. See also the instructions to Item 8.A.4 of the Form 20-F instructions, if applicable.

 RESPONSE:
 We respectfully advise the staff that we have updated the consent pursuant to the guidance in Item 8.A.4 of Form 20-F accordingly.

 General

 9.
 We
 note your disclosure on page 38 relating to the Loan Agreement you entered into with PT. Neura, and your disclosure on page 49 related
 to the Research and Development Agreement that you entered into with a Korean microscopy company. Please revise your disclosure to
 describe all of the material terms of these agreements, including relevant termination provisions.

 RESPONSE:
 We respectfully advise the staff that we have revised the disclosure at page 38 and 49 of the F-1/A to describe
all of the material terms of these agreements.

 We
hope this response has addressed all of the Staff's concerns relating to the comment letter. Should you have additional questions
regarding the information contained herein, please contact our securities counsel William S. Rosenstadt, Esq., Jason Ye, Esq. or Yarona
Yieh, Esq. of Ortoli Rosenstadt LLP at wsr@orllp.legal, jye@orllp.legal or yly@orllp.legal.

 Sincerely,

 /s/
 Andrew Yeo

 Chief
 Executive Officer

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 April 17, 2025

Andrew Yeo
Chief Executive Officer
Phaos Technology Holdings (Cayman) Ltd
83 Science Park Dr,
#02-01 & #04-01A/B The Curie, Singapore Science Park 1
Singapore 118258

 Re: Phaos Technology Holdings (Cayman) Ltd
 Amendment No. 2 to Registration Statement on Form F-1
 Filed March 31, 2025
 File No. 333-284137
Dear Andrew Yeo:

 We have reviewed your amended registration statement and have the
following
comment(s).

 Please respond to this letter by amending your registration statement
and providing
the requested information. If you do not believe a comment applies to your
facts and
circumstances or do not believe an amendment is appropriate, please tell us why
in your
response.

 After reviewing any amendment to your registration statement and the
information
you provide in response to this letter, we may have additional comments. Unless
we note
otherwise, any references to prior comments are to comments in our March 6,
2025 letter.

Amendment No. 2 to Registration Statement on Form F-1 filed March 31, 2025
Prospectus Summary
Overview, page 4

1. We note your disclosure here that you experienced a reduction in revenue
of 82.7%
 and your disclosure on page 34 that this reduction in revenue was
primarily attributed
 to diversification of your customer base in the region. We also note
your disclosure
 that your product sales decreased by 86% and your service revenue
increased. Please
 revise to explain in more detail why the diversification of your
customer base resulted
 in this significant reduction in revenue, why your product sales
decreased by 86% and
 your service revenue increased, and whether you expect this trend to
continue in
 future financial periods.
 April 17, 2025
Page 2

Risk Factors
We are exposed to the credit risks of our customers., page 14

2. Please update this risk factor to include the corresponding October 31,
2024 financial
 statement measures. Also, please provide a separate risk factor that
addresses your
 ability to continue as a going concern. In this regard, we note that
your October 31,
 2024 cash balance declined to S$231,655 and the operating cash flow
deficit reported
 on page F-5 significantly worsened. Specifically explain how you plan to
satisfy your
 cash obligations in the next twelve months given your material decline
in revenue.
Management s Discussion and Analysis of Financial Condition And Results of
Operations
Overview, page 30

3. We understand that your business in Singapore "contributed to 32.1% of
our Group s
 revenue". Please expand your disclosure to address the other 67.9%.
Other Income, page 34

4. We note your disclosure that the decrease in Other Income for the
financial periods
 presented was due to a decrease in government grants. Please revise to
clarify whether
 and to what extent you expect this trend to continue in future financial
periods.
Business
Business Strategies, page 48

5. Given that your loan to PT Neura Integrasi Solusi now comprises over 50%
of your
 total assets, please disclose how this substantial investment aligns
with your stated
 business strategies and plans. Disclose whether the borrower currently
has any
 substantive business activities and employees. The disclosure should
fully describe
 the borrower's existing business and any material products or services
that currently
 generate revenue. Identify any known factors that create uncertainty
over your ability
 to recover the full amount of the loan. For example, if the borrower's
ability to repay
 the loan is dependent on their ability to raise capital or develop
products and
 technologies then that issue should be fully explained.
Principal and Selling Shareholders
Selling Shareholders, page 63

6. Please disclose the natural person(s) with voting and dispositive
control of the shares
 held by ICHAM Master Fund VCC.
Item 7. Recent Sales of Unregistered Securities, page II-1

7. We note your disclosure throughout your filing that certain selling
shareholders are
 participating in this offering. Please revise this section, as
appropriate, to discuss the
 securities issuances under which these selling shareholders received the
shares you are
 registering in this offering.
 April 17, 2025
Page 3
Exhibit Index
Exhibit 23.1, page II-4

8. Please update the consent in your next filing. See also the instructions
to Item 8.A.4 of
 the Form 20-F instructions, if applicable.
General

9. We note your disclosure on page 38 relating to the Loan Agreement you
entered into
 with PT. Neura, and your disclosure on page 49 related to the Research
and
 Development Agreement that you entered into with a Korean microscopy
company.
 Please revise your disclosure to describe all of the material terms of
these agreements,
 including relevant termination provisions.

 Please contact Al Pavot at 202-551-3738 or Terence O'Brien at
202-551-3355 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Robert Augustin at 202-551-8483 or Katherine Bagley at 202-551-2545
with any
other questions.

 Sincerely,

 Division of
Corporation Finance
 Office of
Industrial Applications and
 Services
cc: William S. Rosenstadt
</TEXT>
</DOCUMENT>

CORRESP
 1
 filename1.htm

 Phaos
Technology Holdings (Cayman) Ltd

 83
Science Park Dr,

 #02-01
& #04-01A/B The Curie, Singapore Science Park 1

 Singapore
118258

 March
28, 2025

 Division
of Corporation Finance

 Office
of Industrial Applications and Services

 U.S.
Securities and Exchange Commission

 Washington,
DC 20549

 Attn:
Al Pavot, Terence O'Brien, Robert Augustin and Katherine Bagley

 Re:
 Phaos
 Technology Holdings (Cayman) Ltd
 Amendment No. 1 to Registration Statement on Form F-1
 Filed February 19, 2025
 File No. 333-284137

 Dear
Sir or Madam,

 This
letter is in response to your letter on March 6, 2025, in which you provided comments to Amendment No. 1 to Registration Statement on
Form F-1 of Phaos Technology Holdings (Cayman) Ltd. (the "Company") submitted to the U.S. Securities and Exchange Commission
on February 19, 2025. On the date hereof, the Company has submitted Amendment No. 2 to the Registration Statement on Form F-1/A ("F-1/A").
We set forth below in bold the comments in your letter relating to the Registration Statement followed by our responses to the comments.

 Amendment
No. 1 to Registration Statement on Form F-1 filed February 19, 2025

 Financial
Statements, page F-1

 1. Please
 update the financial statements pursuant to the guidance in Item 8.A.5 of Form 20-F. See
 also Item 4 of Form F-1.

 RESPONSE:
 We respectfully advise the staff that we have updated the financials pursuant to the guidance in Item 4 of Form F-1 and Item 8.A.5
of Form 20-F accordingly.

 General

 Overview,
page 5

 2. We
 note your response to comment 6, but it does not appear to be completely responsive to our
 comment. Please refile your exhibits in text-searchable format. In this regard, we note that
 exhibits 3.1, 10.1-10.13, 10.15-10.16, and 10.18-10.22 are not in text-searchable format.
 See Item 301 of Regulation S-T.

 RESPONSE:
 We respectfully advise the staff that we have refiled the exhibits in a text-searchable format.

 We hope this response has addressed
all of the Staff's concerns relating to the comment letter. Should you have additional questions regarding the information contained
herein, please contact our securities counsel William S. Rosenstadt, Esq., Jason Ye, Esq. or Yarona Yieh, Esq. of Ortoli Rosenstadt LLP
at wsr@orllp.legal, jye@orllp.legal or yly@orllp.legal.

 Sincerely,

 /s/
 Andrew Yeo

 Chief
 Executive Officer

March 6, 2025
Andrew Yeo
Chief Executive Officer
Phaos Technology Holdings (Cayman) Ltd
83 Science Park Dr,
#02-01 & #04-01A/B The Curie, Singapore Science Park 1
Singapore 118258
Re:Phaos Technology Holdings (Cayman) Ltd
Amendment No. 1 to Registration Statement on Form F-1
Filed February 19, 2025
File No. 333-284137
Dear Andrew Yeo:
            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 January 23, 2025 letter.
Amendment No. 1 to Registration Statement on Form F-1 filed February 19, 2025
Financial Statements, page F-1
1.Please update the financial statements pursuant to the guidance in Item 8.A.5 of Form
20-F. See also Item 4 of Form F-1.
General
2.We note your response to comment 6, but it does not appear to be completely
responsive to our comment. Please refile your exhibits in text-searchable format. In
this regard, we note that exhibits 3.1, 10.1-10.13, 10.15-10.16, and 10.18-10.22 are
not in text-searchable format. See Item 301 of Regulation S-T.

March 6, 2025
Page 2
            Please contact Al Pavot at 202-551-3738 or Terence O'Brien at 202-551-3355 if you
have questions regarding comments on the financial statements and related matters. Please
contact Robert Augustin at 202-551-8483 or Katherine Bagley at 202-551-2545 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services
cc:William S. Rosenstadt

CORRESP
1
filename1.htm

Phaos
Technology Holdings (Cayman) Ltd

83
Science Park Dr,

#02-01
& #04-01A/B The Curie, Singapore Science Park 1

Singapore
118258

February
19, 2025

Division
of Corporation Finance

Office
of Industrial Applications and Services

U.S.
Securities and Exchange Commission

Washington,
DC 20549

Attn:
Al Pavot, Terence O’Brien, Robert Augustin and Katherine Bagley

    Re:
    Phaos
    Technology Holdings (Cayman) Ltd

    Registration Statement on Form F-1

    Filed January 6, 2025

    File No. 333-284137

Dear
Sir or Madam,

This
letter is in response to your letter on 23rd January, 2025, in which you provided comments to Registration Statement on Form
F-1 of Phaos Technology Holdings (Cayman) Ltd. (the “Company”) filed with the U.S. Securities and Exchange Commission on
January 6, 2025. On the date hereof, the Company has filed the Registration Statement on Form F-1/A (“Form F-1/A”). We set
forth below in bold the comments in your letter relating to the Registration Statement followed by our responses to the comments.

Registration
Statement on Form F-1 filed January 6, 2025

Risk
Factors

For
the financial years ended April 30, 2023 and 2024, top 5 customers . . ., page 12

 1. Please
                                            revise this risk factor to disclose, as you do on page 34, that your largest customer accounted
                                            for 43% and 73% of revenue for the years ended April 30, 2023 and April 30, 2024 respectively,
                                            and describe the risks related to any potential loss of one significant customer.

RESPONSE:
We note the Staff’s comment and respectfully advise the staff that we have revised our disclosure on page 12 of Form F-1.

Business

Widening
our product range, page 47

 2. We
                                            note your disclosure that you are working with a Korean microscopy company in developing
                                            a series of products. Please file the agreement with this company or tell us why you believe
                                            you are not required to do so. See Item 601(b)(10) of Regulation SK.

RESPONSE:
We note the Staff’s comment and respectfully advise the staff that we have filed this agreement as Exhibit 10.24.

Audit
Report, page F-2

 3. Please
                                            revise to include a signed audit report.

RESPONSE:
We note the Staff’s comment and respectfully advise the staff that we have provided a signed audit report at page F-2
of Form F-1/A.

Note
5, page F-13

 4. We
                                            have reviewed your response to prior comment 11 and reissue in part. Please explain why the
                                            loan is classified as a current asset instead of a long-term asset. In this regard, we note
                                            that the loan agreement specifies a 36 month maturity and does not appear to indicate that
                                            it is “due on demand.”

RESPONSE:
We note the Staff’s comment and respectfully advise the staff that Exhibit 10.23 has been revised to include the addendum letter
signed on 31st January 2024 which reflects the due on demand nature of the loan. Per ASC 470-10-45-2, the on-demand nature
reflects its classification as current on the balance sheet.

Exhibits

 5. We
                                            note that certain portions of Exhibit 10.23 have been redacted. Please revise the footnote
                                            to the exhibit index regarding the omission of information from certain filed exhibits to
                                            specify the rule relied upon. Pursuant to Item 601(b)(10)(iv), please include a statement
                                            at the top of the first page of such exhibit stating that certain information has been excluded
                                            because it is both not material and the type of information that the registrant treats as
                                            private or confidential.

RESPONSE:
We note the Staff’s comment and respectfully advise the staff that we have revised the footnote to the exhibit index, and amended
Exhibit 10.23 accordingly.

 6. Please
                                            refile all exhibits in text-searchable format. See Item 301 of Regulation S-T..

RESPONSE:
We note the Staff’s comment and respectfully advise the staff that we have refiled all the exhibits accordingly.

We
hope this response has addressed all of the Staff’s concerns relating to the comment letter. Should you have additional questions
regarding the information contained herein, please contact our securities counsel William S. Rosenstadt, Esq., Jason Ye, Esq. or Yarona
Yieh, Esq. of Ortoli Rosenstadt LLP at wsr@orllp.legal, jye@orllp.legal or yly@orllp.legal.

    Sincerely,

    /s/
    Andrew Yeo

    Chief
    Executive Officer

January 23, 2025
Andrew Yeo
Chief Executive Officer
Phaos Technology Holdings (Cayman) Ltd
83 Science Park Dr,
#02-01 & #04-01A/B The Curie, Singapore Science Park 1
Singapore 118258
Re:Phaos Technology Holdings (Cayman) Ltd
Registration Statement on Form F-1
Filed January 6, 2025
File No. 333-284137
Dear Andrew Yeo:
            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 December 11,
2024 letter.
Registration Statement on Form F-1 filed January 6, 2025
Risk Factors
For the financial years ended April 30, 2023 and 2024, top 5 customers . . ., page 12
1.Please revise this risk factor to disclose, as you do on page 34, that your largest
customer accounted for 43% and 73% of revenue for the years ended April 30, 2023
and April 30, 2024 respectively, and describe the risks related to any potential loss of
one significant customer.

January 23, 2025
Page 2
Business
Widening our product range, page 47
2.We note your disclosure that you are working with a Korean microscopy company in
developing a series of products. Please file the agreement with this company or tell us
why you believe you are not required to do so. See Item 601(b)(10) of Regulation S-
K.
Audit Report, page F-2
3.Please revise to include a signed audit report.
Note 5, page F-13
4.We have reviewed your response to prior comment 11 and reissue in part. Please
explain why the loan is classified as a current asset instead of a long-term asset. In this
regard, we note that the loan agreement specifies a 36 month maturity and does not
appear to indicate that it is "due on demand."
Exhibits
5.We note that certain portions of Exhibit 10.23 have been redacted. Please revise the
footnote to the exhibit index regarding the omission of information from certain filed
exhibits to specify the rule relied upon. Pursuant to Item 601(b)(10)(iv), please
include a statement at the top of the first page of such exhibit stating that certain
information has been excluded because it is both not material and the type of
information that the registrant treats as private or confidential.
6.Please refile all exhibits in text-searchable format. See Item 301 of Regulation S-T.
            Please contact Al Pavot at 202-551-3738 or Terence O'Brien at 202-551-3355 if you
have questions regarding comments on the financial statements and related matters. Please
contact Robert Augustin at 202-551-8483 or Katherine Bagley at 202-551-2545 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services
cc:William S. Rosenstadt

December 11, 2024
Andrew Yeo
Chief Executive Officer
Phaos Technology Holdings (Cayman) Ltd
83 Science Park Dr,
#02-01 & #04-01A/B The Curie, Singapore Science Park 1
Singapore 118258
Re:Phaos Technology Holdings (Cayman) Ltd
Amendment No. 2 to
Draft Registration Statement on Form F-1
Submitted November 14, 2024
CIK No. 0002024258
Dear Andrew Yeo:
            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 August 13, 2024 letter.
Amendment No. 2 to Draft Registration Statement on Form F-1
Prospectus Summary
Overview, page 4
We note your revised disclosure in response to comment 2 that "[yo]ur net loss and
accumulated deficit was S$1,667,823 and S$4,670,222 respectively for April 30,
2023, while [y]our net loss and accumulated deficit was S$2,359,844 (US$1,730,712)
and S$7,030,066 (US$5,155,849) for April 30, 2024. This signifies an increase of
41.5% and 50.5% for net loss and accumulated deficit." Please revise the disclosure in 1.

December 11, 2024
Page 2
your prospectus summary to briefly describe the reasons for this increase in net loss
and accumulated deficit.
Corporate Structure, page 9
2.We note your disclosure that "[o]n November [--], 2024, the Company proceeded with
an internal reorganization whereby PTPL became [y]our indirect wholly-owned
subsidiary through a share swap." Please revise your disclosure to provide additional
details regarding the swap, including the material terms of any agreements relating to
such swap. Please also file the agreements as exhibits to the registration statement or
tell us why you believe you are not required to do so. Refer to Item 601(b)(10) of
Regulation S-K.
Implications of Being a "Controlled Company", page 9
3.We note your revised disclosure that, upon completion of the offering, Beh Hook
Seng, through his ownership of TonHuai SG Enterprise Pte. Ltd and TongHuai SG2
Enterprise Pte. Ltd will together hold a portion of your ordinary shares. Please revise
your organizational chart to include these holders and their relevant ownership
percentages. Please also revise your chart to include the Class B and Class A share
holdings of the relevant entities in the chart.
Management's Discussion and Analysis of Financial Condition and Results of Operations
Revenue, page 34
4.Please expand your disclosure to discuss the impact that sales to a major customer had
on your sales increase. In this regard, we note the disclosure on page F-11 that one
specific customer comprised both 43% of your 2023 sales and 73% of your 2024
sales. If this customer is in any way related to the Registrant or its shareholders then
that issue should be clarified.
Cost of Sales, page 34
5.You state the increase in tools and hardware and production labor was “in line with
[y]our increased revenue.” However, we note the increase of 83% does not appear to
be consistent with the 189% increase in revenue. Please provide a substantive and
informative disclosure that identifies the specific factors that caused these trends.
Disclose the business, economic and competitive factors that drove an increase in
revenue substantially in excess of the increase in associated cost of sales. Any
material impact from the price risk disclosed on page 12 should be analyzed.
Gross Profit Margin, page 34
6.We note your cost of goods sold and gross profit measures exclude depreciation. The
accommodation in SAB Topic 11:B does not extend to the measure of gross profit,
which should reflect all costs of revenues in accordance with GAAP. If you wish to
retain an incomplete measure of gross profit in MD&A, you will need to select an
alternate label for the measure and provide a reconciliation from gross profit in
accordance with GAAP to your non-GAAP measure along with the additional
information prescribed by Item 10(e) of Regulation S-K.

December 11, 2024
Page 3
Research and Development Expenses, page 35
7.Please revise your disclosure to clarify the reasons underlying the increase in your
testing expenses for the year ended April 30, 2024.
Cash Flows from Operating Activities, page 36
8.We note your revised disclosure that the increase in cash flows for the year ended
April 30, 2024 was primarily the result of a loan to third parties and deferred offering
costs. Please revise to provide additional detail about this third-party loan, including
the date, parties, principal, interest rate, maturity, and any other material terms.
Business
Competition, page 46
9.We note your revised disclosure in response to prior comment 4, including that you
specialize in delivering "novel" solutions. Please revise your disclosure to clarify how
your solutions are novel compared to your competitors.
Balance Sheets, page F-4
10.Please include a "Total liabilities and equity" line item. See the analogous guidance in
Article 5-02.32 of Regulation S-X.
Note 5 - Loan to Third Parties, page F-14
11.Given that this asset comprises 30% of total assets, please file the loan agreement as
an Exhibit. See Item 601 of Regulation S-K. Also, please clarify for us why the
transaction is classified as an operating activity instead of as an investing activity in
your Statements of Cash Flows. Further, please also tell us whether PT Neura
Integrasi Solusi is in any way affiliated with the Registrant or its shareholders.
Note 16 - Loss Per Share, page F-21
12.Please clarify why the per share data assumes only 1 share of stock outstanding given
the disclosures on pages 28 and 60. See also the guidance in ASC 260-10-55-12.
            Please contact Al Pavot at 202-551-3738 or Terence O'Brien at 202-551-3355 if you
have questions regarding comments on the financial statements and related matters. Please
contact Robert Augustin at 202-551-8483 or Katherine Bagley at 202-551-2545 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services
cc:William S. Rosenstadt

August 13, 2024
Andrew Yeo
Chief Executive Officer
Phaos Technology Holdings (Cayman) Ltd
83 Science Park Dr,
#02-01 & #04-01A/B The Curie, Singapore Science Park 1
Singapore 118258
Re:Phaos Technology Holdings (Cayman) Ltd
Amendment No. 1 to
Draft Registration Statement on Form F-1
Submitted July 31, 2024
CIK No. 0002024258
Dear Andrew Yeo:
            We have reviewed your amended draft registration statement and have the following
comment(s).
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on EDGAR.
If you do not believe a comment applies to your facts and circumstances or do not believe an
amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to this letter and your amended
draft registration statement or filed registration statement, we may have additional
comments. Unless we note otherwise, any references to prior comments are to comments in our
July 3, 2024 letter.
Amendment No. 1 to Draft Registration Statement on Form F-1
Cover Page
1.We note your response to comment 1, including your revised risk factor disclosure noting
that the dual class structure may limit an investor's ability to influence corporate matters.
Please revise your cover page to note the same.
Prospectus Summary
Overview, page 5
We note your response to comment 4 and your revised disclosure on page 30, but we were 2.

August 13, 2024
Page 2
unable to find the disclosure on page 5 referenced in your response. Please balance the
disclosure in your Prospectus Summary by revising to include your net loss and
accumulated deficit for the financial periods presented in the filing.
Corporate Structure, page 9
3.We note your response to comment 8, including that PTPL is currently your operating
subsidiary and that, pursuant to the corporate restructuring, PTPL will become your direct
wholly owned subsidiary. If you currently hold less than 100% of PTPL, please clarify the
percentage of PTPL currently held by you and identify the parties holding the remaining
interests in PTPL.
Business
Competition, page 45
4.We note your revised disclosure in response to comment 19, including that one of your
competitive strengths relates to your solutions being "effective." Please clarify how your
solutions are effective compared to your competitors.
Business Strategies
Expand business and operations through joint ventures and/or strategic alliances in the Southeast
Asia Market, page 46
5.We note your revised disclosure indicating that you are developing distribution networks
through partnerships with distributors, including that some of these partnerships are
"currently present." Please clarify what is meant by "currently present," including whether
you are already distributing your products through these channels. To the extent material,
please quantify the portion of your total sales distributed through each of the distributors,
to provide context for statements about your expansion and current partnerships.
Awards and Certifications, page 49
6.We note your response to comment 22 and your disclosure that "[t]hese awards are
awarded based on a qualitative assessment of [y]our company . . . and it not only validates
[y]our ongoing pursuit of quality and customer satisfaction but also reinforce[s] [y]our
position as a leader in the field "(emphasis added). For all statements throughout the
registration statement regarding industry leadership, please substantiate your claims or
remove such statements. Additionally, please describe the relevant qualifications to
achieve each of the disclosed awards and certifications.
Compensation of Executive Directors and Executive Officers, page 58
7.We note your disclosure here and on page 55 related to executive compensation. Please
revise to include compensation disclosure for the year ended April 30, 2024. See Item
6.B. of Form 20-F.
Statements of Operations, page F-4
8.We note your response to comment 26 and reissue in part. Please revise to delete the gross
profit measure pursuant to the guidance in SAB 11:B.

August 13, 2024
Page 3
            Please contact Al Pavot at 202-551-3738 or Terence O'Brien at 202-551-3355 if you have
questions regarding comments on the financial statements and related matters. Please contact
Robert Augustin at 202-551-8483 or Katherine Bagley at 202-551-2545 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services
cc:William S. Rosenstadt

July 3, 2024
Andrew Yeo
Chief Executive Officer
Phaos Technology Holdings (Cayman) Ltd
83 Science Park Dr,
#02-01 & #04-01A/B The Curie, Singapore Science Park 1
Singapore 118258
Re:Phaos Technology Holdings (Cayman) Ltd
Draft Registration Statement on Form F-1
Submitted June 7, 2024
CIK No. 0002024258
Dear Andrew Yeo:
            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 submitted June 7, 2024
Cover Page
1.We note your disclosure that "each Class B Ordinary Share confers on the holder the right
to twenty (20) votes per share." Please revise the cover page to discuss the dual class
nature of your capital structure and to quantify the voting control that Class B holders will
have following completion of the offering. In addition, revise your risk factor disclosure
to address the risks associated with a dual class capital structure and management's voting
control of the company.
Prospectus Summary
Overview, page 5
Please provide a description of the company’s research and development (R&D) policies
for each period presented. In light of the R&D activities disclosed on page 50, please 2.

July 3, 2024
Page 2
quantify the amount of R&D expense incurred each period. See the guidance in Item 5.C
of Form 20-F and ASC 730-10-50-1.
3.You describe your technology as "high-end" here and throughout your filing. For
example, you state on page 30 that your "product range includes high-end microscopy
solutions." Please revise your disclosure to define high-end, and provide support for your
disclosure that your products are "high-end."
4.We note your disclosure that "[w]e also believe that our financial results reflect our strong
market position. For the financial year ended April 30, 2022, our revenue was S$186,418.
For the financial year ended April 30, 2023, our revenue was S$650,797. This is a growth
of 349.1% in revenue." Please balance this disclosure by revising to include your net loss
and accumulated deficit for the financial periods presented in the filing. In addition, revise
your disclosure to clearly describe your current and historical operations, which,
according to your disclosure on page 34, was sales of microscopy solutions, products and
accessories.
Growth Strategies
Widening our product range and solutions, page 6
5.We note your disclosure that you have six product ranges with another five product ranges
planned. Please clarify what is meant by a product range, and describe or provide a cross
reference to a more detailed description of your current product ranges, including, where
appropriate, any differences in costs, distribution, gross margins, etc. related to these
product ranges. In addition, please clarify whether "product range" and "product series"
are interchangeable terms. As a related matter, for each of the different product ranges and
services you offer, including your hardware, software, and after-sales support services,
describe how you generate revenue from each type of product or service, including
describing any fee structure for your services.
6.Where you discuss your plans for expansion, please disclose an estimated timeframe for
the expansion, and the steps you will need to take to accomplish these expansion plans. If
these expansion plans are not imminent, please remove the relevant disclosure from your
filing. Make conforming changes to your disclosures on page 47, including clarifying the
intended release dates of your new series of products described in the bulleted list.
Corporate Structure, page 9
7.We note your disclosure that "[o]ur Company was incorporated in the Cayman Islands on
[March 7, 2024] under the Companies Act as an exempted company with limited
liability;" however, you include disclosure describing your operating results as of April
30, 2022 and 2023. In addition, you disclose on page 39 that "On February 22, 2017,
PTPL was incorporated in Singapore as a private company limited by shares. It
commenced business on February 22, 2017 and is engaged in the sale and development of
microscopy equipment, and its related software." Please revise your disclosure to clarify
the inception date of your business and how long you have been operating, including
whether your historical operations are that of PTPL and when and why the holding
company was formed. Provide risk factor disclosure about your limited operating history,
if appropriate.
We note your disclosure that "[w]e are in the process of undergoing a corporate 8.

July 3, 2024
Page 3
restructuring whereby PTPL will become our direct wholly-owned subsidiary." Please
revise your disclosure to provide more detail describing the corporate restructuring,
including the steps you are taking or intend to take to make PTPL your direct wholly-
owned subsidiary. In addition, please clarify your current ownership of PTPL.
Risk Factors, page 12
9.We note your disclosure on page 5 that "[f]or the financial years ended April 30, 2022 and
2023, top 5 customers accounted for 100% and 86% of total revenue, respectively." Please
revise your filing to include a risk factor discussing any risks related to this customer
concentration.
We are susceptible to fluctuations in the prices and quantity of materials . . ., page 12
10.You disclose that you are exposed to fluctuations in the prices of materials and
components for the manufacture of microscopy equipment. In an appropriate place in
your filing, provide a description of the sources and availability of raw materials. See Item
4.B.4. of Form 20-F.
Our business and operations may be materially and adversely affected in the event of a re-
occurrence . . ., page 15
11.You disclose that "[t]he global COVID-19 pandemic, declared by the World Health
Organization in early 2020, has disrupted not only our operations but also those of our
customers and suppliers." Please revise your risk factor disclosure to provide additional
detail describing the impacts of the COVID-19 pandemic on your operations and those of
your customers and suppliers, as you describe on page 48 of your filing.
Enforceability of Civil Liabilities, page 24
12.We note your discussion of the laws of the Cayman Islands and Singapore in this section,
and your disclosure that "[a]ll of the Directors and Executive Officers of our Company
reside outside the United States and substantially all of their assets are located outside the
United States." Please clarify the locality where your directors and executive officers
reside.
Use of Proceeds, page 26
13.You disclose that you intend to use 30% of your net proceeds for strategic acquisitions.
Please clarify whether you currently have any planned acquisitions, and if applicable, give
a brief description of the acquisition, including the relevant business(es) and the status of
the acquisition(s). See Item 3.C.3. of Form 20-F.
Management's Discussion and Analysis of Financial Condition and Results of Operations
Pricing and Profitability, page 31
14.You disclose that "[w]e now market through indirect channels, such as distributors, whilst
it provides broader market coverage, it may involve lower margins due to intermediaries."
Please clarify whether you historically marketed through direct channels, and clarify
whether you expect your margins in prior periods to significantly differ from future
financial periods due to your decision to market through indirect channels.

July 3, 2024
Page 4
Revenue, page 34
15.In explaining revenue variances, please disclose the extent to which changes are
attributable to changes in prices or to changes in the volume or amount of products being
sold or to the introduction of new products. Also, please disclose whether the amounts of
product returns were material in relation to your reported revenue amounts in each period
presented. See the guidance in Item 5.A.1 of Form 20-F.
Liquidity and Capital Resources, page 35
16.We note your reference on page 35 to a "new loan." Please describe this new loan in your
liquidity and capital resources disclosure, including the date, the relevant parties,
principal, interest, and any other material terms. In addition, please file the loan
agreement as an exhibit to your registration statement. See Item 8.a. of Form F-1 and Item
601(b)(10) of Regulation S-K.
Account Receivables, page 37
17.We note that 84% of your reported April 30, 2023 sales were not collected by year-end.
Please disclose how many days you give customers to pay what they owe. Given the
materiality of the receivables to total assets, please also disclose the amounts of
receivables at the Balance Sheet date that were: between 1-90 days old since initially
recognized; between 91-180 days old since initially recognized; and over 180 days old
since initially recognized. Explain how the significant decrease in your allowance for
doubtful accounts balance is consistent with this aging data. Address the amount of
subsequent collections in your analysis. See the guidance in Item 5.E of Form 20-F.
Business, page 40
18.Where you discuss certain capabilities of your products in scientific or industry terms,
please describe the significance of these terms. For example, describe the significance of
different observation methods, such as "Brightfield, Darkfield, Polarization, Phase
contrast and Differential Interference Contrast (“DIC”)." Make conforming changes
throughout the description of your business and to your prospectus summary, where you
use technical terms to describe your products. As a related matter, please clarify which of
your products you are currently selling and which are in development, if applicable.
Competition, page 45
19.We note your disclosure that your competitors include Keyence Corp., Nikon Corp., and
Olympus Corp., amongst others. Please revise your disclosure to provide additional detail
identifying any existing competitors in the microscope market, specifically, that sell
similar products.
Competitive Strengths, page 45
20.We note your disclosure that one of your competitive strengths relates to your solutions
being "cost-effective." Please clarify how your solutions are cost-effective compared to
your competitors, including quantifying your costs compared to costs of your competitors'
products.
We note your disclosure on page 47 that "[t]he Company is working with a Korean 21.

July 3, 2024
Page 5
leading microscopy company in developing a series of products using Optical Coherence
Tomography technology." Please describe any material agreements related to this
partnership.
Awards and Certifications, page 49
22.We note your disclosure on page 46 that you were "honored with prestigious array of
awards that underscore [y]our commitment to excellence and innovation in [y]our
industry." Please revise your disclosure to clarify the relevant criteria for these awards and
the entities that honor companies with these awards, including whether the awards are
given by a private organization or a governmental entity. As a related matter, we note
your disclosure on page 44 that your "quality inspection has resulted in the company
achieving ISO 9001/14001/45001 certification in July 20, 2023." Please revise your
disclosure to clarify the significance of achieving this certification, identify the entity that
provides this certification, and describe the relevant qualifications to achieve this
certification. Make conforming changes throughout your filing where you discuss
certifications and awards received by your company.
Intellectual Property, page 49
23.Please revise your disclosure in this section to describe your material patents, including
the specific products, product groups and technologies to which such patents relate,
whether they are owned or licensed, the type of patent protection you have, the expiration
dates, the applicable jurisdictions, and whether there are any contested proceedings or
third-party claims. In this regard, we note your references throughout the filing to your
"patented microsphere-assisted technology."
Regulatory Environment, page 51
24.We note your disclosure on page 31 and throughout your filing that "compliance with
environmental, health, and safety (EHS) regulations is paramount to [y]our business
operations." Please revise this section to discuss the relevant environmental laws to which
you are subject. In addition, please revise your risk factor disclosures to provide
additional detail describing risks related to the regulations described in this section of
your filing.
Management, page 54
25.Please provide the compensation disclosures outlined in Item 6.B. of Form 20-F.
Statements of Operations, page F-4
26.Please revise to either allocate a portion of depreciation expense to the cost of goods sold
account or to delete the gross profit measure and include the disclosures outlined in SAB
11:B.
Inventories, page F-9
27.Please expand your footnote disclosure to quantify the inventory amounts that are
comprised of (1) parts and (2) finished goods. See the analogous guidance in Article 5-
02.6 of Regulation S-X.

July 3, 2024
Page 6
Note 11, page F-18
28.It appears that the amounts due to major shareholder should be reclassified as current
liabilities since they are due on demand.
Note 13, page F-20
29.Please revise MD&A to explain the change in Other Income.
General
30.Please file all material agreements as exhibits to your registration statement. For example,
please file your loan agreements, such as the loan agreement with the TongHuai SG
Enterprise Pte. Ltd; agreements governing transactions with related parties; and material
leases. For guidance, see Item 8 of Form F-1 and Item 19 of Form 20-F.
31.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,
have presented or expect to present to potential investors in reliance on Section 5(d) of the
Securities Act, whether or not they retain copies of the communications.
            Please contact Al Pavot at 202-551-3738 or Terence O'Brien at 202-551-3355 if you have
questions regarding comments on the financial statements and related matters. Please contact
Robert Augustin at 202-551-8483 or Katherine Bagley at 202-551-2545 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services
cc:William S. Rosenstadt