SecProbe.io

CORRESP
 1
 filename1.htm

 ALEXANDER
CAPITAL L.P.

 10
Drs James Parker Blvd, Ste 202

 Red
Bank, NJ 07701

 August
20, 2025

 VIA
EDGAR

 U.S.
Securities & Exchange Commission

 Division
of Corporation Finance

 Office
of Trade & Services

 Washington,
D.C. 20549

 Attn:
Marion Graham and Jeff Kauten

 Re:
 The
 GrowHub Limited

 Registration
 Statement on Form F-1
 Initially
 Filed on May 2, 2025, as amended
 File
 No. 333-286923

 Pursuant
to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended (the "Securities Act"), Alexander
Capital L.P., as the representative of the several underwriters, hereby joins the request of The GrowHub Limited that the effective date
of the above-captioned Registration Statement be accelerated so as to permit it to become effective at 5:15 p.m. Eastern Time on Monday,
August 25, 2025, or as soon thereafter as practicable.

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

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

 *
* *

 [ Signature
Page Follows ]

 Very
 truly yours,

 ALEXANDER
 CAPITAL L.P.

 on
 behalf of itself and as representative of the Underwriters

 By:

 /s/
 Jonathan Gazdak

 Name:

 Jonathan
 Gazdak

 Title:

 Managing
 Director

 [Signature
Page to Underwriters' Acceleration Request]

CORRESP
 1
 filename1.htm

 THE
GROWHUB LIMITED

 VIA
EDGAR

 August
20, 2025

 U.S.
Securities & Exchange Commission

 Division
of Corporation Finance

 Office
of Technology

 Washington,
D.C. 20549

 Attn:
Marion Graham and Jeff Kauten

 Re:
 THE
 GROWHUB LIMITED

 Registration
 Statement on Form F-1

 Filed
 May 2, 2025, as amended

 File
 No. 333-286923

 Pursuant
to Rule 461 under the Securities Act of 1933, as amended, THE GROWHUB LIMITED hereby requests acceleration of effectiveness of the above
referenced Registration Statement so that it will become effective at 5:15 pm, Eastern Time, on August 25, 2025, or as soon as
thereafter practicable.

 Very
 truly yours,

 /s/
 Chan Choon Yew Lester

 Chan
 Choon Yew Lester

 Chief
 Executive Officer and Director

 cc:
 Loeb
 & Loeb LLP

 Akerman
 LLP

CORRESP
1
filename1.htm

May
23, 2025

Division
of Corporation Finance

Office
of Technology

Securities
and Exchange Commission

100
F Street, N.E.

Washington,
D.C. 20549

    Re:
    The
    GrowHub Limited

    Registration
    Statement on Form F-1

    Filed
    May 2, 2025

    File
    No. 333-286923

Dear
SEC Officers:

On
behalf of GrowHub Limited (the “Company”), we have set forth below responses to the comments of the staff (the “Staff”)
of the Securities and Exchange Commission contained in its letter dated May 22, 2025 with respect to the Registration Statement on Form
F-1, File No. 333-286923 (“F-1”), submitted on May 2, 2025 by the Company. For your convenience, the text of the Staff’s
comments is set forth below in bold, followed in each case by the Company’s responses. Please note that all references to page
numbers in the responses are references to the page numbers in revised Form F-1 (the “Revised F-1”), filed concurrently with
the submission of this letter in response to the Staff’s comments.

Registration
Statement on Form F-1

General

    1.
    Please
    supplementally provide us with copies of all written communications, as defined in Rule 405 under the Securities Act, that you, or
    anyone authorized to do so on your behalf, present to potential investors in reliance on Section 5(d) of the Securities Act, whether
    or not they retain copies of the communications.

Response:
In response to the Staff’s comment, the Company respectfully submits that there were no written communications, as defined in Rule
405 under the Securities Act, that we, or anyone authorized to do so on our behalf, were presented to potential investors in reliance
on Section 5(d) of the Securities Act.

Should
you have any questions relating to the foregoing or wish to discuss any aspect of the Company’s filing, please contact me at +852.5600.0188.

    Very
    truly yours,

    /s/
    Lawrence S. Venick

    Lawrence
    S. Venick

May 22, 2025
Chan Choon Yew Lester
Chief Executive Officer
The GrowHub Limited
60 Paya Lebar Road
#12-37 Paya Lebar Square
Singapore 409051
Re:The GrowHub Limited
Registration Statement on Form F-1
Filed May 2, 2025
File No. 333-286923
Dear Chan Choon Yew Lester:
            We have reviewed your registration statement and have the following comment.
            Please respond to this letter by amending your registration statement and providing
the requested information. If you do not believe a comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information
you provide in response to this letter, we may have additional comments.
Registration Statement on Form F-1
General
1.Please supplementally provide us with copies of all written communications, as
defined in Rule 405 under the Securities Act, that you, or anyone authorized to do so
on your behalf, present to potential investors in reliance on Section 5(d) of the
Securities Act, whether or not they retain copies of the communications.
            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

May 22, 2025
Page 2
statement.
            Please contact Ryan Rohn at 202-551-3739 or Stephen Krikorian at 202-551-3488 if
you have questions regarding comments on the financial statements and related
matters. Please contact Marion Graham at 202-551-6521 or Jeff Kauten at 202-551-3447 with
any other questions.
Sincerely,
Division of Corporation Finance
Office of Technology

CORRESP
 1
 filename1.htm

 ALEXANDER
CAPITAL L.P.

 10
Drs James Parker Blvd, Ste 202

 Red
Bank, NJ 07701

 March
27, 2025

 VIA
EDGAR

 U.S.
Securities & Exchange Commission

 Division
of Corporation Finance

 Office
of Trade & Services

 Washington,
D.C. 20549

 Attn:
Marion Graham and Jeff Kauten

 Re:
 The
 GrowHub Limited

 Registration
 Statement on Form F-1
 Initially
 Filed on October 31, 2024, as amended
 File
 No. 333-282916

 Pursuant
to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended (the "Securities Act"), Alexander
Capital L.P., as the representative of the several underwriters, hereby joins the request of The GrowHub Limited that the effective date
of the above-captioned Registration Statement be accelerated so as to permit it to become effective at 5:00 p.m. Eastern Time on Monday,
March 31, 2025, or as soon thereafter as practicable.

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

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

 *
* *

 [ Signature
Page Follows ]

 Very
 truly yours,

 ALEXANDER
 CAPITAL L.P.

 on
 behalf of itself and as representative of the Underwriters

 By:

 /s/
 Jonathan Gazdak

 Name:

 Jonathan
 Gazdak

 Title:

 Managing
 Director

 [Signature
Page to Underwriters' Acceleration Request]

CORRESP
 1
 filename1.htm

 THE
GROWHUB LIMITED

 VIA
EDGAR

 March
27, 2025

 U.S.
Securities & Exchange Commission

 Division
of Corporation Finance

 Office
of Technology

 Washington,
D.C. 20549

 Attn:
Marion Graham and Jeff Kauten

 Re:
 THE
 GROWHUB LIMITED

 Registration
 Statement on Form F-1

 Filed
 October 31, 2024, as amended

 File
 No. 333-282916

 Pursuant
to Rule 461 under the Securities Act of 1933, as amended, THE GROWHUB LIMITED hereby requests acceleration of effectiveness of the above
referenced Registration Statement so that it will become effective at 5:00 pm, Eastern Time, on March 31, 2025, or as soon as thereafter
practicable.

 Very
 truly yours,

 /s/
 Chan Choon Yew Lester

 Chan
 Choon Yew Lester

 Chief
 Executive Officer and Director

 cc:
 Loeb
 & Loeb LLP

 Akerman
 LLP

October 15, 2024
Chan Choon Yew Lester
Chief Executive Officer
GrowHub Limited
60 Paya Lebar Road
#12-37 Paya Lebar Square
Singapore 409051
Re:GrowHub Limited
Amendment No. 4 to Draft Registration Statement on Form F-1
Submitted October 3, 2024
CIK No. 0002024114
Dear Chan Choon Yew Lester:
            We have reviewed your amended draft registration statement and have the following
comments.
            Please respond to this letter by providing the requested information and either
submitting an amended draft registration statement or publicly filing your registration
statement on EDGAR. If you do not believe a comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing the information you provide in response to this letter and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Amendment No. 4 to Draft Registration Statement on Form F-1
Notes to the Financial Statements
Note 2 - Summary of significant accounting policies
Going concern, page F-28
1.Please include your net loss for the six months ended June 30, 2024. We note it is
currently blank in your disclosure.

October 15, 2024
Page 2
Note 16 - Subsequent Events, page F-42
2.Please update the date through which you assessed subsequent events. In this regard,
we note you currently state subsequent events have been assessed through June 30,
2024 which you disclose is the date that your financial statements are available to be
issued. However, your financial statements are as of June 30, 2024. Refer to ASC
855-10-50-1.
            Please contact Ryan Rohn at 202-551-3739 or Stephen Krikorian at 202-551-3488 if
you have questions regarding comments on the financial statements and related
matters. Please contact Marion Graham at 202-551-6521 or Jeff Kauten at 202-551-3447 with
any other questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:Lawrence Venick

September 27, 2024
Chan Choon Yew Lester
Chief Executive Officer
GrowHub Limited
60 Paya Lebar Road
#12-37 Paya Lebar Square
Singapore 409051
Re:GrowHub Limited
Amendment No. 3 to Draft Registration Statement on Form F-1
Submitted September 12, 2024
CIK No. 0002024114
Dear Chan Choon Yew Lester:
            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
September 5, 2024 letter.
Amendment No. 3 to Draft Registration Statement on Form F-1
Consolidated Statements of Operations and Comprehensive Income (Loss), page F-4
1.We note your revised statement of operations in response to prior comment 2. Please
consider further breaking-out the line item, "Other expenses." In this regard, we note the
"Other expenses" line item represents 63% and 34% of your total operating expenses for
the years ended December 31, 2022 and 2023, respectively. Alternatively, please consider
adding a footnote that details the material items included in this line item.

September 27, 2024
Page 2
Notes to Consolidated Financial Statements
Note 6- Intangible assets, net, page F-16
2.We have reviewed your revised disclosures in response to prior comment 3. We also note
you refer to the lease site in your footnote. Please provide us with your analysis as to
whether your ownership right is or contains a lease. Refer to ASC 842-10-15-2 through
15-8.
            Please contact Ryan Rohn at 202-551-3739 or Stephen Krikorian at 202-551-3488 if you
have questions regarding comments on the financial statements and related matters. Please
contact Marion Graham at 202-551-6521 or Jeff Kauten at 202-551-3447 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:Lawrence Venick

September 5, 2024
Chan Choon Yew Lester
Chief Executive Officer
GrowHub Limited
60 Paya Lebar Road
#12-37 Paya Lebar Square
Singapore 409051
Re:GrowHub Limited
Amendment No. 2 to Draft Registration Statement on Form F-1
Submitted August 22, 2024
CIK No. 0002024114
Dear Chan Choon Yew Lester:
            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 8, 2024 letter.
Amendment No. 2 to Draft Registration Statement on Form F-1
Business
Our Products and Services, page 57
1.We note your response to prior comment 3. Please clarify how the company is able to
monitor products in "the entire supply chain" that do not use GrowHub's labeling
technology.

September 5, 2024
Page 2
Consolidated Statements of Operations and Comprehensive Income (Loss), page F-4
2.We note you have revised your presentation of your statement of operations in response to
prior comment 4. Tell us how you considered the guidance in Rule 5-03 of Regulation S-
X  for your current presentation. Specifically, revise your presentation to present Other
income and Interest expense as non-operating income (expense) similar to your
presentation in the prior amendment. Refer to Rule 5-03(b)(7) of Regulation S-X. Further,
consider revising your line item, Changes in inventories, to a more applicable title such as
inventory write-offs.
Notes to Consolidated Financial Statements
Note 6 - Intangible assets, net, page F-16
3.We note your expanded disclosure in response to prior comment 5 in that you identify two
benefits, or assets, acquired as part of the Peel Agri-Innovation Project. Tell us why you
did not allocate the total purchase price between these two assets. Refer to ASC 805-50-
30-3.
            Please contact Ryan Rohn at 202-551-3739 or Stephen Krikorian at 202-551-3488 if you
have questions regarding comments on the financial statements and related matters. Please
contact Marion Graham at 202-551-6521 or Jeff Kauten at 202-551-3447 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:Lawrence Venick

August 8, 2024
Chan Choon Yew Lester
Chief Executive Officer
GrowHub Limited
60 Paya Lebar Road
#12-37 Paya Lebar Square
Singapore 409051
Re:GrowHub Limited
Amendment No. 1 to Draft Registration Statement on Form F-1
Submitted July 25, 2024
CIK No. 0002024114
Dear Chan Choon Yew Lester:
            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
July 12, 2024 letter.
Draft Registration Statement No. 2 on Form F-1
Platform Subscription Revenue, page 43
1.We note your response to prior comment 6. Please revise to disclose how your platform is
enabled for Web3. For example, clarify if the platform is solely compatible with Web3 or
is it constructed in such a way that features of Web3 are merely available through the
platform.
Non-GAAP financial data (unaudited), page 45
We note your response to prior comment 8. Since inventory write-offs are considered a
normal operating expense, this amount should not be added back as an adjustment to your 2.

August 8, 2024
Page 2
Non-GAAP measures. Refer to Question 100.01 of the Compliance and Disclosure
Interpretations on Non-GAAP Financial Measures. In addition, the inventory write-offs
were reporting in both 2023 and 2022 which is recurring.
Anti-counterfeit solution, page 57
3.Please revise your disclosure to clarify that "the entire supply chain" is not monitored
through the GrowHub Platform. Based on your disclosure, it appears that only QR
coded items that are scanned are included in the GrowHub Platform.
Consolidated Statements of Operations and Comprehensive Income (Loss), page F-4
4.We have reviewed your response to prior comment 7 explaining why you do not present
any expenses as cost of revenue. As presented, your gross profit is not computed with a
fully-burdened cost of revenues. As such, allocate the appropriate expenses to cost of
revenues or remove gross profit from your statement of operations.
Notes to Consolidated Financial Statements
Note 6 - Intangible assets, net, page F-16
5.We note your expanded disclosure in response to prior comment 19. Please expand upon
this disclosure to explain the benefits included in the ownership right to execute the Peel
Agri-Innovation Project. In addition, disclose how you acquired this ownership right (i.e.,
stock or cash).
            Please contact Ryan Rohn at 202-551-3739 or Stephen Krikorian at 202-551-3488 if you
have questions regarding comments on the financial statements and related matters. Please
contact Marion Graham at 202-551-6521 or Jeff Kauten at 202-551-3447 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:Lawrence Venick

July 12, 2024
Chan Choon Yew Lester
Chief Executive Officer
GrowHub Limited
60 Paya Lebar Road
#12-37 Paya Lebar Square
Singapore 409051
Re:GrowHub Limited
Draft Registration Statement on Form F-1
Submitted June 17, 2024
CIK No. 0002024114
Dear Chan Choon Yew Lester:
            We have reviewed your draft registration statement and have the following comments.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on EDGAR.
If you do not believe a comment applies to your facts and circumstances or do not believe an
amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to this letter and your amended
draft registration statement or filed registration statement, we may have additional comments.
Draft Registration Statement on Form F-1
Cover Page
1.Please revise to include a brief description of the material terms of the Underwriter
Warrants.
Risk Factors
We receive a substantial portion of our revenues..., page 15
2.Please identify your largest customer that accounted for 58.6% and 66.4%,
respectively, of your total revenues for the fiscal years ended December 31, 2023 and
December 31, 2022, describe the materials terms of your agreements with this customer
and file the agreement with this customer as an exhibit to your registration statement.
Refer to Item 601(b)(10)(ii)(B) of Regulation S-K.

July 12, 2024
Page 2
Risks Related to Our Class A Ordinary Shares, page 24
3.Please revise to include a risk factor regarding the risks to investors of being a controlled
company.
Capitalization, page 38
4.We note your disclosure on page F-7 that you are expected to complete an internal
reorganization prior to your listing and this reorganization of your legal structure has not
yet occurred. Further, we note that you have 1 share issued and outstanding as of
December 31, 2022 and 2023. Provide a pro forma column to reflect the impact of this
reorganization.
2. Product Trading Facilitation, page 41
5.Please clarify how the company utilizes AI technology as it is unclear how artificial
intelligence technology relates to your business. Please provide a more complete
description of how you intend to utilize artificial intelligence in your products and
describe your current phase of development. Additionally, you state that you are "[a]rmed
with . . . AI-driven analytics." Please explain how such analytics facilitate your claim that
you can "better tailor [y]our offerings to meet specific customer needs and drive further
adoption."
Platform subscription revenue, page 43
6.Please revise to disclose how Web3 relates to your business and how you intend to
develop and sell products related to this technology. Describe your current phase of
development, including any material business operations for such technology.
Results of Operations
Comparison of Years Ended December 31, 2022 and 2023
Cost of revenue, page 44
7.Please explain why you do not present any expenses as cost of revenue for your
Professional Service revenue or Platform subscription revenue. For example, clarify why
the salaries of your consultants that provide IT consultancy service projects are not
presented as cost of revenue.
Non-GAAP financial data (unaudited), page 45
8.We note that you present a non-GAAP measure to add back inventory write offs to gross
loss from sale of goods. Please tell us how you concluded that inventory write offs are not
a normal recurring operating expense of your operations. For guidance, refer to Question
100.01 of the Compliance and Disclosure Interpretations on Non-GAAP Financial
Measures.
Management's Discussion and Analysis of Financial Condition and Results of Operations
Working Capital, page 47
9.Please revise to separately analyze your ability to generate and obtain adequate amounts
of cash to meet your requirements and your plans for cash in the long-term (i.e., beyond
the next 12 months). Refer to Item 5.B. of Form 20-F.

July 12, 2024
Page 3
Business
Overview, page 54
10.Please describe the Polygon network and how you utilize its blockchain functionality for
your business and tell us whether you utilize its smart contract functionality.
11.We note your disclosure that "the GrowHub Innovation Centre represents the culmination
of the Company’s commitment to fostering collaboration with the Australian
government." Please disclose whether you have any agreements with the Australian
government for the GrowHub Innovation Centre, and, if so, describe the material terms of
those agreements.
The GrowHub Platform, page 56
12.Please explain whether the platform is comprehensive in its data capture or is subject to
data gaps from insufficient information inputs as it relates to the process of creating a
"checkpoint" from third party applications and devices. Further, explain how a
"checkpoint" is created and uploaded to the blockchain from third party applications and
devices.
Anti-counterfeit solution, page 57
13.We note your disclosure that the company "provides food suppliers with anti-
counterfeiting authentication labelling tools, and together with the GrowHub
Platform’s traceability solution, food suppliers can monitor the entire supply chain,
ensuring integrity and authenticity of products." Please explain how this technology works
to monitor "the entire supply chain."
Carbon management solution, page 57
14.Please clearly explain the technology that powers the "tool to monitor, track, and manage
[your customers] carbon emissions effectively." Explain whether the information is
provided by customers or some other external dataset.
Product Trading Facilitation, page 59
15.We note your disclosure that "Metro has carried nearly 400 different products through
GrowHub." Please clearly disclose how many products are traceable through the
company's platform.
Our Major Customers, page 63
16.Your disclosure here that your largest customers represented approximately 58.6% and
66.4%, respectively, of your total revenues is inconsistent with your disclosure on page 15
that a single customer accounted for this percentage of your revenues. Please revise or
advise.

July 12, 2024
Page 4
Principal Shareholders, page 73
17.Please disclose the portion of each class of securities held in the United States and the
number of record holders in the United States. Refer to Item 7.A.2 of Form 20-F.
Consolidated Statements of Cash Flows , page F-6
18.Please present Deferred offering costs as a cash flow from financing activity. Refer to
ASC 230-10-45-14 & 45-15.
Notes to Consolidated Financial Statements
Note 6 - Intangible assets, net, page F-16
19.We note that the Peel Agri-Innovation Project balance represents approximately 78% of
your total assets as of December 31, 2023. Please disclose the nature of this balance.
Further, disclose how this asset was acquired, including the terms.
General
20.Please supplementally provide us with copies of all written communications, as defined in
Rule 405 under the Securities Act, that you, or anyone authorized to do so on your behalf,
present to potential investors in reliance on Section 5(d) of the Securities Act, whether or
not they retain copies of the communications.
            Please contact Ryan Rohn at 202-551-3739 or Stephen Krikorian at 202-551-3488 if you
have questions regarding comments on the financial statements and related matters. Please
contact Marion Graham at 202-551-6521 or Jeff Kauten at 202-551-3447 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:Lawrence Venick