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 Virax Biolabs Group Limited BioCity Glasgow Bo'Ness Road Newhouse Lanarkshire, ML1 SUH United Kingdom VIA EDGAR December 29, 2025 U.S. Securities & Exchange Commission Office of Life Sciences Division of Corporation Finance 100 F Street, NE Attn: Jessica Dickerson

 Re:
 Virax Biolabs Group Limited

 Registration Statement on Form F-3

 Filed December 18, 2025

 File No. 333-292241

 Pursuant to Rule 461 under the Securities Act of 1933, as amended, Virax Biolabs Group Limited hereby requests acceleration of effectiveness of the above referenced Registration Statement so that it will become effective at 4:00 p.m., Eastern Time, on December 30, 2025, or as soon as thereafter practicable.

 Very truly yours,

 /s/ James Foster

 James Foster Chief Executive Officer

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  Virax Biolabs Group Limited

  20 North Audley Street

  London, W1K 6LX

  United Kingdom

  VIA EDGAR

  December 13, 2023

  U.S. Securities & Exchange Commission

  Office of Life Sciences

  Division of Corporation Finance

  100 F Street, NE

  Attn:Cindy Polynice

    Re:

    Virax Biolabs Group Limited

    Registration Statement on Form F-3

    Filed December 5, 2023

    File No. 333-275893

  Pursuant to Rule 461 under the Securities Act of 1933, as amended, Virax Biolabs Group Limited hereby requests acceleration of effectiveness of the above referenced Registration Statement so that it will become effective at 4:00 p.m., Eastern Time, on December 15, 2023, or as soon as thereafter practicable.

    Very truly yours,

    /s/ James Foster

    James Foster

Chief Executive Officer

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240437-10005

United States securities and exchange commission logo
December 12, 2023
James Foster
Chief Executive Officer
Virax Biolabs Group Ltd
20 North Audley Street
London, W1K 6LX
United Kingdom
Re:Virax Biolabs Group Ltd
Registration Statement on Form F-3
Filed December 5, 2023
File No. 333-275893
Dear James Foster:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Cindy Polynice at 202-551-8707 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Rongwei Xie

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  Virax Biolabs Group Limited

  20 North Audley Street

  London, W1K 6LX

  United Kingdom

  VIA EDGAR

  March 28, 2023

  U.S. Securities & Exchange Commission

  Office of Life Sciences

  Division of Corporation Finance

  100 F Street, NE

  Attn: Lauren Hamill

    Re:

    Virax Biolabs Group Limited

    Registration Statement on Form F-1

    Filed March 22, 2023

    File No. 333-270734

  Pursuant to Rule 461 under the Securities Act of 1933, as amended, Virax Biolabs Group Limited hereby requests acceleration of effectiveness of the above referenced Registration Statement so that it will become effective at 5:00 p.m., Eastern Time, on March 30, 2023, or as soon as thereafter practicable.

    Very truly yours,

    /s/ James Foster

    James Foster

Chief Executive Officer

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240437-10005

United States securities and exchange commission logo
March 28, 2023
James Foster
Chief Executive Officer
Virax Biolabs Group Ltd
20 North Audley Street
London, W1K 6LX
United Kingdom
Re:Virax Biolabs Group Ltd
Registration Statement on Form F-1
Filed March 22, 2023
File No. 333-270734
Dear James Foster:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Lauren Hamill at 303-844-1008 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Lawrence Venick

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  Virax Biolabs Group Limited

  30 Broadwick Street

  London, W1F 8LX

  United Kingdom

  VIA EDGAR

  November 29, 2022

  U.S. Securities & Exchange Commission

  Office of Life Sciences

  Division of Corporation Finance

  100 F Street, NE

  Attn: Ada D. Sarmento

    Re:

    Virax Biolabs Group Limited

    Registration Statement on Form F-1

    Filed November 21, 2022

    File No. 333-268486

  Pursuant to Rule 461 under the Securities Act of 1933, as amended, Virax Biolabs Group Limited hereby requests acceleration of effectiveness of the above referenced Registration Statement so that it will become effective at 4:00 p.m., Eastern Time, on December 1, 2022, or as soon as thereafter practicable.

    Very truly yours,

    /s/ James Foster

    James Foster

Chief Executive Officer

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240437-10002

United States securities and exchange commission logo
November 25, 2022
James Foster
Chief Executive Officer
Virax Biolabs Group Limited
30 Broadwick Street
London, W1F 8LX
United Kingdom
Re:Virax Biolabs Group Limited
Registration Statement on Form F-1
Filed November 21, 2022
File No. 333-268486
Dear James Foster:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Ada D. Sarmento at 202-551-3798 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Lawrence S. Venick, Esq.

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June 28, 2022

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

Office of Life Sciences

100 F Street, N.E.

Washington, D.C. 20549-3561

Attn: Abby Adams and Christine Westbrook

 Re: Virax Biolabs Group Limited

Registration Statement on Form F-1

Filed December 23, 2021, as amended

File No. 333-263694

Ladies and Gentlemen:

Pursuant to
Rule 461, as amended, the undersigned, as the representative of the prospective underwriters of the proposed offering by Virax Biolabs
Group 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 9:00 a.m.,
Eastern Time, on Thursday, June 30, 2022, or as soon thereafter as is practicable, or at such other time as the Company or its counsel,
Loeb & Loeb LLP, may request by telephone that such Registration Statement be declared effective.

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,

    BOUSTEAD SECURITIES, LLC

    By:
    /s/ Keith Moore

    Name:
    Keith Moore

    Title:
    Chief Executive Officer

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Virax Biolabs Group Limited

30 Broadwick Street

London, W1F 8LX

United Kingdom

VIA EDGAR

June 28, 2022

U.S. Securities & Exchange Commission

Office of Life Sciences

Division of Corporation Finance

100 F Street, NE

Attn: Abby Adams and Christine Westbrook

    Re:
    Virax Biolabs Group Limited

    Registration Statement on Form F-1

    Filed December 23, 2021, as amended

    File No. 333-263694

Pursuant to Rule 461 under
the Securities Act of 1933, as amended, Virax Biolabs Group Limited hereby requests acceleration of effectiveness of the above referenced
Registration Statement so that it will become effective at 9:00 a.m., Eastern Time, on June 30, 2022, or as soon as thereafter practicable.

    Very truly yours,

    /s/ James Foster

    James Foster

    Chief Executive Officer

  cc:
  Loeb & Loeb LLP

  Ellenoff Grossman & Schole LLP

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June 24, 2022

    Re:
    Virax Biolabs Group Limited

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

    Filed June 21, 2022

    No. 333-263694

Ms. Abby Adams

Division of Corporation Finance

Office of Life Sciences

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Dear SEC Officers:

On behalf of Virax Biolabs Group 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 June 23, 2022 with respect to Amendment No. 4 to the Registration Statement on Form
F-1, No. 333-263694 (“F-1”), filed on June 21, 2022 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.

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

Explanatory Note, page i

1. We reissue comment 1 to the extent you
have not revised the alternate prospectus cover page to include the disclosure from the cover page of the public offering prospectus,
including the disclosure related to your organizational structure, risks related to operations in China or Hong Kong, how you will refer
to the holding company and subsidiaries and how cash is transferred in your organization.

Response: In response to the Staff’s
comment, the Company has revised the relevant disclosure on the alternate prospectus cover page of the Revised F-1.

Prospectus Summary, page 1

2. We note the revised disclosure in response
to comment 3 and that you deleted the three risk factors on page 62-63 as a result of restructuring the Class A and Class B ordinary
shares into a single class of ordinary shares. The third deleted risk factor, on page 63, advised potential security holders of the risks
of holding shares in a controlled company after the offering. It appears that even without disparate voting rights, there will be a concentration
of ownership post-offering, as shown in the Principal Shareholders table on page 145. Please tell us whether you would still be considered
a “controlled company” under Nasdaq listing standards and if applicable, provide related disclosure on the cover page and in
the risk factors section. Additionally, please provide risk factor disclosure highlighting the risks related to the concentration of
ownership of your ordinary shares, including a discussion of the number of your executive officers and directors who are affiliated with
your principal shareholders.

Response: In response to the Staff’s
comment, the Company has revised the relevant disclosure on  pages 61 and 62 of the Revised F-1. The Company respectfully submit that as of the date of this prospectus
and after the offering, Mr. James Foster and/or Mr. Cameron Shaw do not have any kinds of shareholders’ agreement with the following
shareholders:

 ● Ms. Fiona Foster, a non-selling shareholder, who is a relative of Mr. James Foster and owns approximately
0.6% and 0.6% of the Ordinary Shares of the Company before this and immediately after this offering, respectively;

 ● Mr. Patrick Foster, a non-selling shareholder, who is the father of Mr. James Foster and owns approximately
10.5% and 9.3% of the Ordinary Shares of the Company and immediately after this offering, respectively;

 ● Ms. Anne Foster, a selling shareholder, who is the mother of Mr. James Foster and owns approximately
4.5% and 3.9% of the Ordinary Shares of the Company before this and immediately after this offering, respectively, assuming Ms. Anne Foster
does not resell her shares immediately after the offering;

 ● Ms. Ann Shaw, a selling shareholder, who is the mother of Mr. Cameron Shaw and owns approximately 4.6%
and 4.0% of the Ordinary Shares of the Company before this and immediately after this offering, respectively, assuming Ms. Ann Shaw does
not resell her shares immediately after the offering;

 ● Mr. Alexander Shaw, a selling shareholder, who is the brother of Mr. Cameron Shaw and owns approximately
0.9% and 0.8% of the Ordinary Shares of the Company before and immediately after this offering, respectively, assuming Mr. Alexander Shaw
does not resell his shares immediately after the offering; and

 ● Mr. Michael Shaw, a selling shareholder, who is the father of Mr. Cameron Shaw and owns approximately
4.6% and 4.1% of the Ordinary Shares of the Company before this and immediately after this offering, respectively, assuming Mr. Shaw does
not resell his shares immediately after the offering.

As a result, the co-founders may still be able
to exert significant control over matters subject to shareholders’ approval even if the co-founders do not have any impact over
Mr. Patrick Foster’s, Ms. Fiona Foster’s, Ms. Anne Foster’s, Ms. Ann Shaw’s, Mr. Alexander Shaw’s, and Mr.
Michael Shaw’s voting decisions. Based on the Company’s and their legal counsel’s, Loeb & Loeb LLP, analysis, the
Company’s will not be a “controlled company” under the NASDAQ Stock Market Rules after the offering.

    2

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

3

United States securities and exchange commission logo
June 24, 2022
James Foster
Chief Executive Officer
Virax Biolabs Group Limited
30 Broadwick Street
London, UK W1F 8LX
Re:Virax Biolabs Group Limited
Amendment No. 5 to Registration Statement on Form F-1
Filed June 24, 2022
No. 333-263694
Dear Mr. Foster:
            We have reviewed your amended registration statement and have the following
comment.  In our comment, we may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our 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 the comment, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our June 23, 2022 letter.
Amendment No. 5 to Registration Statement on Form F-1 filed June 24, 2022
Cover page
1.We note your response to prior comment 2 and your revised disclosure that states you
will not be a "controlled company" and thus "will not be exempted from certain corporate
governance requirements." Please revise to remove this disclosure or clarify that you will
be exempted from certain corporate governance requirements as a result of your status as
a foreign private issuer, as discussed on pages 16-17.

 FirstName LastNameJames Foster
 Comapany NameVirax Biolabs Group Limited
 June 24, 2022 Page 2
 FirstName LastName
James Foster
Virax Biolabs Group Limited
June 24, 2022
Page 2
            You may contact Gary Newberry at 202-551-3761 or Kevin Kuhar at 202-551-3662 if
you have questions regarding the financial statements and related matters.  Please contact Abby
Adams at 202-551-6902 or Christine Westbrook at 202-551-5019 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Lawrence Venick, Esq.

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June 24, 2022

    Re:
    Virax Biolabs Group Limited

    Amendment No. 5 to Registration Statement on Form F-1

    Filed June 21, 2022

    No. 333-263694

Ms. Abby Adams

Division of Corporation Finance

Office of Life Sciences

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Dear SEC Officers:

On behalf of Virax Biolabs Group 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 June 24, 2022 with respect to Amendment No. 5 to the Registration Statement on Form
F-1, No. 333-263694 (“F-1”), filed on June 24, 2022 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.

Amendment No. 5 to Registration Statement
on Form F-1 filed June 24, 2022

Cover page

1. We note your response to prior comment 2
and your revised disclosure that states you will not be a “controlled company” and thus “will not be exempted from certain
corporate governance requirements.” Please revise to remove this disclosure or clarify that you will be exempted from certain corporate
governance requirements as a result of your status as a foreign private issuer, as discussed on pages 16-17.

Response: In response to the Staff’s
comment, the Company has revised the relevant disclosure on the cover page and page 62 of the Revised F-1.

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

United States securities and exchange commission logo
June 23, 2022
James Foster
Chief Executive Officer
Virax Biolabs Group Limited
30 Broadwick Street
London, UK W1F 8LX
Re:Virax Biolabs Group Limited
Amendment No. 4 to Registration Statement on Form F-1
Filed June 21, 2022
No. 333-263694
Dear Mr. Foster:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our June 16, 2022 letter.
Amendment No. 4 to Registration Statement on Form F-1
Explanatory Note, page i
1.We reissue comment 1 to the extent you have not revised the alternate prospectus cover
page to include the disclosure from the cover page of the public offering prospectus,
including the disclosure related to your organizational structure, risks related to operations
in China or Hong Kong, how you will refer to the holding company and subsidiaries and
how cash is transferred in your organization.
Prospectus Summary, page 1
2.We note the revised disclosure in response to comment 3 and that you deleted the three
risk factors on page 62-63 as a result of restructuring the Class A and Class B ordinary

 FirstName LastNameJames Foster
 Comapany NameVirax Biolabs Group Limited
 June 23, 2022 Page 2
 FirstName LastName
James Foster
Virax Biolabs Group Limited
June 23, 2022
Page 2
shares into a single class of ordinary shares.  The third deleted risk factor, on page 63,
advised potential security holders of the risks of holding shares in a controlled company
after the offering. It appears that even without disparate voting rights, there will be a
concentration of ownership post-offering, as shown in the Principal Shareholders table on
page 145. Please tell us whether you would still be considered a "controlled company"
under Nasdaq listing standards and if applicable, provide related disclosure on the cover
page and in the risk factors section. Additionally, please provide risk factor disclosure
highlighting the risks related to the concentration of ownership of your ordinary shares,
including a discussion of the number of your executive officers and directors who are
affiliated with your principal shareholders.
            You may contact Gary Newberry at 202-551-3761 or Kevin Kuhar at 202-551-3662 if
you have questions regarding the financial statements and related matters.  Please contact Abby
Adams at 202-551-6902 or Christine Westbrook at 202-551-5019 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Lawrence Venick, Esq.

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June 21, 2022

    Re:
    Virax Biolabs Group Limited

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

    Filed April 25, 2022

    No. 333-263694

Ms. Abby Adams

Division of Corporation Finance

Office of Life Sciences

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Dear SEC Officers:

On behalf of Virax Biolabs Group 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 June 16, 2022 with respect to Amendment No. 1 to the Registration Statement on Form
F-1, No. 333-263694 (“F-1”), submitted on June 7, 2022 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.

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

Explanatory Note, page i

1. We note the use of a public offering prospectus
and a resale prospectus. Revise the public offering prospectus to prominently disclose on the cover page and in the summary the resale
offering. We note, for example, in the public offering prospectus, your first substantive disclosure regarding the selling shareholders
is in the risk factor on page 63, and then not again until the Principal Shareholders table on page 146. Please also update your discussion
of the Lock Up Agreements on page 165 to address the resale offering. Additionally, revise the cover page of the resale prospectus to
include the information from the cover page of the public offering prospectus, including the disclosure related to your organizational
structure, risks related to operations in China or Hong Kong, how you will refer to the holding company and subsidiaries and how cash
is transferred in your organization. Finally, we note the Legal Matters section in the resale prospectus does not delete the reference
to the underwriters or their legal counsel.

Response: In response to the Staff’s
comment, the Company has revised the relevant disclosure on the cover page, pages 161, 169 and Alt-1 to Alt-18 of the Revised F-1.

2. In the Alternate Pages for the resale prospectus,
please revise to disclose a fixed price (or a range) at which the selling stockholders will sell their shares until the securities are
quoted on the Nasdaq Capital Market, after which the securities may be offered and sold at prevailing market prices or at negotiated prices.
Refer to Item 501(b)(3) of Regulation S-K.

Response: In response to the Staff’s
comment, the Company has revised the relevant disclosure on the cover page of the resale prospectus and page Alt-18 of the Revised F-1.

Prospectus Summary, page 1

3. Revise the summary to highlight the disparate
voting rights between holders of Class A and Class B stock, and the aggregate voting power of your Class A and Class B ordinary shares
held by your directors, officers and principal shareholders after the offering, all as disclosed in the risk factor on page 63. Also revise
the diagram of your corporate structure on page 7 to reflect the two classes of stock and their respective ownership and voting rights.

Response: In response to the
Staff’s comment, the Company respectfully submit that Virax Biolabs Group Limited underwent a shareholding restructuring in
June 2021 whereby its authorized share capital became a single class of shares of ordinary shares and all of the then issued shares
were re-designated as ordinary shares in the Revised F-1.

Legal Matters, page 176

4. You state that legal matters as to PRC law
will be passed upon by Zhong Lun Law firm. We note your references to your PRC Legal Advisor, Zhong Lun Law Firm, on pages 8-9 and 47-51
and 131. We note also the consent of Zhong Lun Law Firm filed as Exhibit 23.5. Please have counsel file an opinion as an exhibit to the
registration statement.

Response: In response to the Staff’s
comment, the Company has filed the relevant legal opinion as exhibit 5.4.

General

The Company refers to the Staff’s comment
35 contained in its letter dated January 28, 2022, the Company respectfully submits that there will be no written communications, as defined
in Rule 405 under the Securities Act, presented to potential investors in reliance on Section 5(d) of the Securities Act prior to the
effectiveness of the Registration Statement.

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

United States securities and exchange commission logo
June 16, 2022
James Foster
Chief Executive Officer
Virax Biolabs Group Limited
30 Broadwick Street
London, UK W1F 8LX
Re:Virax Biolabs Group Limited
Amendment No. 3 to Registration Statement on Form F-1
Filed June 7, 2022
No. 333-263694
Dear Mr. Foster:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Amendment No. 3 to Registration Statement on Form F-1
Explanatory Note, page i
1.We note the use of a public offering prospectus and a resale prospectus. Revise the public
offering prospectus to prominently disclose on the cover page and in the summary
the resale offering. We note, for example, in the public offering prospectus, your first
substantive disclosure regarding the selling shareholders is in the risk factor on page 63,
and then not again until the Principal Shareholders table on page 146. Please also update
your discussion of the Lock Up Agreements on page 165 to address the resale offering.
Additionally, revise the cover page of the resale prospectus to include the information
from the cover page of the public offering prospectus, including the disclosure related to
your organizational structure, risks related to operations in China or Hong Kong, how you
will refer to the holding company and subsidiaries and how cash is transferred in your

 FirstName LastNameJames Foster
 Comapany NameVirax Biolabs Group Limited
 June 16, 2022 Page 2
 FirstName LastName
James Foster
Virax Biolabs Group Limited
June 16, 2022
Page 2
organization. Finally, we note the Legal Matters section in the resale prospectus does not
delete the reference to the underwriters or their legal counsel.
2.In the Alternate Pages for the resale prospectus, please revise to disclose a fixed price (or
a range) at which the selling stockholders will sell their shares until the securities are
quoted on the Nasdaq Capital Market, after which the securities may be offered and sold
at prevailing market prices or at negotiated prices. Refer to Item 501(b)(3) of Regulation
S-K.
Prospectus Summary, page 1
3.Revise the summary to highlight the disparate voting rights between holders of Class A
and Class B stock, and the aggregate voting power of your Class A and Class B ordinary
shares held by your directors, officers and principal shareholders after the offering, all as
disclosed in the risk factor on page 63.  Also revise the diagram of your corporate
structure on page 7 to reflect the two classes of stock and their respective ownership and
voting rights.
Legal Matters, page 176
4.You state that legal matters as to PRC law will be passed upon by Zhong Lun Law
firm. We note your references to your PRC Legal Advisor, Zhong Lun Law Firm, on
pages 8-9 and 47-51 and 131. We note also the consent of Zhong Lun Law Firm filed as
Exhibit 23.5. Please have counsel file an opinion as an exhibit to the registration
statement.
            You may contact Gary Newberry at (202) 551-3761 or Kevin Kuhar (202) 551-3662 if
you have questions regarding the financial statements and related matters.  Please contact Abby
Adams at (202) 551-6902 or Christine Westbrook at (202) 551-5019 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Lawrence Venick, Esq.

CORRESP
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May 11, 2022

    Re:
    Virax Biolabs Group Limited

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

    Filed April 25, 2022

    No. 333-263694

Ms. Abby Adams

Division of Corporation Finance

Office of Life Sciences

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Dear SEC Officers:

On behalf of Virax Biolabs
Group 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 5, 2022 with respect to Amendment No. 1 to the Registration Statement
on Form F-1, No. 333-263694 (“F-1”), submitted on April 25, 2022 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.

Amendment No. 1 to Form F-1 filed April
25, 2022

Cover Page

1. We note your response to prior comment 5
and your disclosure that you conduct a “substantial majority” of your operations through operating entities established in Singapore
and the British Virgin Islands. Please revise this disclosure to clarify that you are referring to sales and trading activities. In this
regard, we note your disclosure on page 2 that your Chinese subsidiary Shangai Xitu Consulting Co., Limited is primarily engaged in procurement,
that you predominantly rely on key third-party suppliers in China and Hong Kong for product manufacturing and utilize a third-party logistics
company in Hong Kong for distribution of your products.

Response: In response to the Staff’s
comment, the Company has revised the relevant disclosure on the cover page of the Revised F-1.

2. Please revise the definition of “PRC”
or “China” to include Hong Kong and Macau.

Response: In response to the Staff’s
comment, the Company has revised the relevant disclosure on page ii of the Revised F-1.

Government Regulations and Approvals for
this Offering, page 7

3. We note your response to prior comment 8.
Please revise this disclosure to explicitly address the consequences to you and your investors if you or your subsidiaries inadvertently
conclude that such permissions or approvals are not required.

Response: In response to the Staff’s
comment, the Company has revised and added the relevant disclosures on pages 8-9 and 50 of the Revised F-1.

Exhibits

4. We note your response to prior comment 18.
Please revise Exhibit 5.1 to address the legality of the ordinary shares underlying the Underwriter’s Warrants. In this regard, we note
the opinion provided in Exhibit 5.2 opines that the ordinary shares underlying the Underwriter’s Warrants have been “duly authorized”
and “will be legally binding obligations of the Company....” Refer to Item 601(b)(5) of Regulation S-K and Staff Legal

Bulletin No. 19, Section II.B.1.

Response: In response to the Staff’s
comment, the Company has revised the Exhibit 5.1.

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

United States securities and exchange commission logo
May 5, 2022
James Foster
Chief Executive Officer
Virax Biolabs Group Limited
30 Broadwick Street
London, UK W1F 8LX
Re:Virax Biolabs Group Limited
Amendment No. 1 to Registration Statement on Form F-1
Filed April 25, 2022
No. 333-263694
Dear Mr. Foster:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our April 7, 2022 letter.
Amendment No. 1 to Form F-1 filed April 25, 2022
Cover page
1.We note your response to prior comment 5 and your disclosure that you conduct a
"substantial majority" of your operations through operating entities established in
Singapore and the British Virgin Islands. Please revise this disclosure to clarify that you
are referring to sales and trading activities. In this regard, we note your disclosure on page
2 that your Chinese subsidiary Shangai Xitu Consulting Co., Limited is primarily engaged
in procurement, that you predominantly rely on key third-party suppliers in China and
Hong Kong for product manufacturing and utilize a third-party logistics company in Hong
Kong for distribution of your products.

 FirstName LastNameJames Foster
 Comapany NameVirax Biolabs Group Limited
 May 5, 2022 Page 2
 FirstName LastName
James Foster
Virax Biolabs Group Limited
May 5, 2022
Page 2

Conventions that apply to this prospectus, page ii
2.Please revise the definition of "PRC" or "China" to include Hong Kong and Macau.
Government Regulations and Approvals for this Offering, page 7
3.We note your response to prior comment 8. Please revise this disclosure to explicitly
address the consequences to you and your investors if you or your subsidiaries
inadvertently conclude that such permissions or approvals are not required.
Exhibits
4.We note your response to prior comment 18. Please revise Exhibit 5.1 to address the
legality of the ordinary shares underlying the Underwriter's Warrants. In this regard, we
note the opinion provided in Exhibit 5.2 opines that the ordinary shares underlying the
Underwriter's Warrants have been "duly authorized" and "will be legally binding
obligations of the Company...." Refer to Item 601(b)(5) of Regulation S-K and Staff Legal
Bulletin No. 19, Section II.B.1.
            You may contact Gary Newberry at 202-551-3761 or Kevin Kuhar at 202-551-3662 if
you have questions regarding comments on the financial statements and related matters.  Please
contact Abby Adams at 202-551-6902 or Christine Westbrook at 202-551-5019 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Lawrence Venick, Esq.

CORRESP
1
filename1.htm

April 22, 2022

    Re:
    Virax Biolabs Group Limited

    Registration Statement on Form F-1

    Filed March 18, 2022

    No. 333-263694

Ms. Abby Adams

Division of Corporation Finance

Office of Life Sciences

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Dear SEC Officers:

On behalf of Virax Biolabs
Group 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 March 9, 2022 with respect to the Registration Statement on Form
F-1, No. 333-263694 (“F-1”), submitted on March 18, 2022 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 filed March 18, 2022

Cover Page

1. We refer to comment 2 in our letter dated
January 28, 2022. Please revise to discuss that the U.S. Senate pass the Accelerating Holding Foreign Companies Act and include a cross-reference
to the more detailed disclosure in the related risk factor on page 56.

Response: In response to the Staff’s
comment, the Company has revised the relevant disclosure on the cover page of the Revised F-1.

2. We note your disclosure that you do not
believe you are “directly” subject to recent regulatory actions and statements by the PRC government on the regulation of
business operations in China. If there is uncertainty as to the applicability of such regulatory actions, revise to explain the basis
for such uncertainty.

Response: In response to the Staff’s
comment, the Company has revised the relevant disclosure on the cover page of the Revised F-1. The Company respectfully submit that it
is not subject to these regulatory actions or statements, as the Company does not have a variable interest entity structure and its business
does not involve the collection of user data, implicate cybersecurity, or involve any other type of restricted industry.

3. We refer to comment 4 in our letter dated
January 28, 2022 and reissue the comment. You state that within the organization, investor cash flows have all been received by Virax
Cayman. You also state that cash to fund Virax Cayman’s operations is transferred from Virax Cayman down through your Singapore,
Hong Kong, and BVI entities and then into your Chinese entities through capital contributions and loans. On the cover page, quantify any
cash flows and transfers of other assets by type that have occurred to date between the holding company and its subsidiaries and direction
of transfer. You also state that transfers among your Singapore, Chinese and Hong Kong entities are not restricted. However, we note the
following disclosure on pages 8-9:

 ● Further, the PRC government imposes controls
on the convertibility of RMB into foreign currencies and, in certain cases, the remittance of currency out of China.

 ● Further, investment in Chinese companies,
which are governed by the Foreign Investment Law, and the dividends and distributions from each of HKco, Virax Immune T-Cell, Shanghai
Xitu are subject to relevant regulations and restrictions on dividends and payment to parties outside of China

We note also your risk factor disclosure beginning
on page 48 highlighting the risks that any funds you transfer to your PRC subsidiary are subject to approval by or registration with relevant
governmental authorities in China and that PRC regulations impose restrictions on currency exchange. Please revise your disclosure on
the cover page to address these limitations on your ability to transfer cash through your organization. Please make similar revisions
to your discussion under the heading “Transfer of Cash Through our Organization” so that you do not assert or imply that your
ability to transfer cash is unrestricted. Please also disclose if you have specific cash management policies and procedures in place that
dictate how funds are transferred through your organization and if applicable, describe these policies and procedures.

Response: In response to the Staff’s
comment, the Company has revised the relevant disclosures on the cover page, pages 10 and 11 of the Revised F-1.

4. We note your disclosure on page 140 that
holders of Class B ordinary shares shall have the right to ten votes for each share held. Please disclose on your prospectus cover, in
your summary and in your risk factors the disparate voting rights of each class of ordinary shares. In your risk factors, please discuss
the risks posed by such capital structure, including but not limited to, risks relating to the potential effects on the price of your
Class A ordinary shares, dilution upon conversion of the Class B ordinary shares into Class A ordinary shares and that the dual-class
structure may render your shares ineligible for inclusion in certain stock market indices, which could adversely affect share price and
liquidity. Additionally, if you will be considered a controlled company, please include disclosure of your controlled company status on
the prospectus cover page and state whether you intend to rely on exemptions from listing standards as a controlled company.

Response: In response to the Staff’s
comment, the Company has added the relevant disclosures on the cover page, pages 14, 16, 17, 62, and 63 of the Revised F-1 and added the
relevant risk factors under the headings of “Our dual-class voting structure will limit your ability to influence corporate matters
and could discourage others from pursuing any change of control transactions that holders of our Class A ordinary shares and Class B ordinary
shares may view as beneficial,” “The dual-class structure of our ordinary shares may adversely affect the trading market for
our Class A ordinary shares,” and “[We will be a “controlled company” within the meaning of the Nasdaq Stock Market
Rules and, as a result, may rely on exemptions from certain corporate governance requirements that provide protection to shareholders
of other companies],” in the Revised F-1.

Prospectus Summary, page 1

5. Please revise your statement that you have
been operating since 2013 to clarify that prior to 2020, your operations consisted of food importation into the PRC, as referenced on
page 72. Additionally, please revise your reference to your “product portfolio,” here and throughout your registration statement,
to make clear that you act as distributor of products sourced from third-parties. Your disclosure should not imply that you have developed
IVD test kits.

Response: In response to the Staff’s
comment, the Company has revised and added the relevant disclosures on pages 1, 2, 21, 75, 97 and 102 of the Revised F-1.

6. We note your response to comment 4. Please
revise the risk factor beginning “The regulatory environment for IVD could change” on page 33 to correspond to the revised disclosure
regarding the challenges you face on page 4. To the extent the risk described below that heading addresses the different risk that you
may not be able to demonstrate your product candidates are safe and effective, address those risks in a separate risk factor.

Response: In response to the Staff’s
comment, the Company has revised and added the relevant disclosures under the risk factor headings “The regulatory environment for
IVD could change, resulting a new procedure for achieving approvals for various global marketplaces which might adversely affect Virax’s
ability to enter various markets” and “If we are not successful in obtaining regulatory approvals for our Virax Immune products,
we may not be able to commercialize our products in the expected timeframe or at all, and our ability to expand our business and achieve
our strategic objectives would be impaired,” on pages 23 and 37 of the Revised F-1.

    2

7. We reissue comment 5 in part. Further revise
to clarify from where you conduct what aspects of your business, including where you conduct the majority of your business, particularly
in light of the revised disclosure that you have 6 employees, two of whom are engaged in research and development in addition to acting
as your Chief Executive Officer and Chief Operating Officer. Clarify where your officers are located, so that investors are aware of difficulties
they may have, for example, in pursuing claims or enforcing judgments. We note the varied disclosure regarding the location of your operations:

 ● On the cover page, you state that you “conduct
a substantial majority of [your] operations through [your] operating entities established in Singapore and the British Virgin Islands,
primarily Virax Biolabs Pte. Limited and Logico Bioproduct Corp., which [you] we refer to as SingaporeCo. and Logico BVI, respectively.
. . . However, some of [your] operations are currently conducted through . . . operating entities established in Hong Kong and Shanghai,
primarily Virax Biolabs Limited, Virax Immune T-Cell Medical Device Company Limited, and Shanghai Xitu Consulting Co., Limited.”

 ● On pages 1 and 69, you state that you “conduct
[your] substantial operations in the United Kingdom and Hong Kong with operating subsidiaries in Singapore, China and British Virgin Islands
and have been operating since 2013.”

 ● On page 118, you state they “conduct
[your] material business operations in Singapore.”

 ● On page 116 you address laws in the People’s
Republic of China in which you must participate due to “hav[ing] some operations located in the PRC.”

Additionally, you state on page 5 that your
Shanghai subsidiary is primarily engaged in “procurement, warehousing, product development, and staffing management.” You
state on page 109 that in many cases you instruct your third-party suppliers to ship the products directly to your customers per your
order instructions. Please clarify in the summary where your suppliers are located and make clear the extent to which you source third
party IVD test kits and PPE from the PRC and/or Hong Kong.

Finally, as requested in comment 5, when making
statements regarding “the company,” please revise to clarify whether you refer to the holding company, or identify the subsidiary
or third-party contractor to which you refer, as applicable, more specifically than the revisions to “we,” “us,” “our”
or similar terms that fail to identify the relevant entity. Ensure that your disclosure throughout the filing clearly identifies the subsidiary
whose operations you are referencing.

Response: In response to the Staff’s
comment, the Company has revised the relevant disclosures for consistency and added the relevant disclosures on the cover page, pages
ii, 1, 2, 64, 75, 76, 98, 116, 123, 125, and 179 of the Revised F-1. The Company respectfully submits that the “Company” or
“Virax Cayman” is defined as Virax Biolabs Group Limited under the “Conventions that Apply to this Prospectus”
section and revised the relevant disclosures where appropriate throughout the F-1.

8. We note the revised disclosure on page 8
in response to comment 7. As previously requested, further revise the disclosure in this section to disclose the approvals you are required
to obtain. Also revise this section for consistency. For example, as you state that you have received all required permissions, revise
the first sentence to provide a more definitive statement about the degree of government regulation to which you are subject. Further,
you first state that you have obtained all approvals for Shanghai Xitu, but later refer to multiple PRC subsidiaries. Revise to clarify
whether you have obtained the required approvals for all of your operations in China. We note your statement that you are not required
to obtain additional permission or approval from Chinese authorities, including the CSRC and the CAC, to either approve your PRC subsidiaries’
operations or to offer the securities being registered to foreign investors. Please revise to explain how you determined that such permissions
are not required. If you relied on the advice of counsel, please revise to name counsel and file such counsel’s consent as an exhibit
to the registration statement.

Response: In response to the Staff’s
comment, the Company has revised the relevant disclosures for consistency and added the relevant disclosures on pages 7 to 10, 15, 46
to 51, and 53 of the Revised F-1. The Company respectfully submit that only Shanghai Xitu is its only PRC subsidiary in the current corporate
structure.

    3

9. Revise to disclose in the summary the amount
of proceeds that will be held in escrow for the benefit of the underwriters and the period of time such funds will be restricted, as referenced
on page 62.

Response: In response to the Staff’s
comment, the Company has added the relevant disclosures on page 18 of the Revised F-1.

Risk Factors

Risks Related to Doing Business in China and Hong Kong, page
43

10. We note numerous disclosures that
reference dates that have already passed. Please update your disclosures throughout your filing. As examples only, we note the
following:

 ● On December 28, 2021, the Measures for Cybersecurity
Review (2021 version) was promulgated and will become effective on February 15, 2022.

 ● On December 24, 2021, the CSRC released the
Administrative Provisions of the State Council Regarding the Overseas Issuance and Listing of Securities by Domestic Enterprises (Draft
for Comments) and the Measures for the Overseas Issuance of Securities and Listing Record-Filings by Domestic Enterprises (Draft for Comments),
both of which have a comment period that expires on January 23, 2022.

Response: In response to the Staff’s
comment, the Company has revised the relevant disclosures on pages 7 to 10, 15, 46 to 52, of the Revised F-1.

Use of Proceeds , page 62

11. We reissue comment 9 in part. In the Use
of Proceeds you address two strategic asset acquisitions as “potential acquisition targets.” The disclosure on page 95 states
that you have entered into a non-binding letter of intent with a potential acquisition target and have identified three potential acquisition
targets. First, revise these disclosures to clarify the number of targets you have identified. Second, please revise these and similar
disclosure items throughout your document to clarify if you are addressing the purchase of intellectual property as opposed to an entire
company.

Additionally, you state on page 31 that your
Virax Immune brand’s future success depends, in part, of your ability to acquire the necessary proprietary technology from a European
Union based materials technology company. Please revise to make clear in the summary the extent to which the development of your T-Cell
IDV test is dependent upon this acquisition.

Response: In response to the
Staff’s comment, the Company has revised the relevant disclosures on pages 3, 13, 35, and 99, 100, and 102 of the Revised F-1.
The Company respectfully submit that it has highlighted the “Failure to partially acquire the proprietary technology from a
European Union based materials technology company could have an adverse effect on our planned results of operations for our Virax
Immune brand and our business”

Management Discussion and Analysis of Financial
Condition and Results of Operations Overview, page 69

12. We note the revised discussion provided
in response to comment 10 on page 70. We also note the revisions on page 1 whereby you state that you act as distributors of third-party
suppliers’ products. Provide us your analysis of the considerations in ASC 606-10- 55-36 through 55-40 in determining how to reflect
distributor revenue in your financial statements.

Response: In response to the Staff’s
comment, the Company’s analysis of the considerations in

United States securities and exchange commission logo
April 7, 2022
James Foster
Chief Executive Officer
Virax Biolabs Group Limited
30 Broadwick Street
London, UK W1F 8LX
Re:Virax Biolabs Group Ltd
Registration Statement on Form F-1
Filed March 18, 2022
No. 333-263694
Dear Mr. Foster:
            We have reviewed your registration statement and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Registration Statement on Form F-1 filed March 18, 2022
Cover page
1.We refer to comment 2 in our letter dated January 28, 2022. Please revise to discuss that
the U.S. Senate pass the Accelerating Holding Foreign Companies Act and include a
cross-reference to the more detailed disclosure in the related risk factor on page 56.
2.We note your disclosure that you do not believe you are “directly” subject to recent
regulatory actions and statements by the PRC government on the regulation of business
operations in China. If there is uncertainty as to the applicability of such regulatory
actions, revise to explain the basis for such uncertainty.

 FirstName LastNameJames Foster
 Comapany NameVirax Biolabs Group Limited
 April 7, 2022 Page 2
 FirstName LastName
James Foster
Virax Biolabs Group Limited
April 7, 2022
Page 2
3.We refer to comment 4 in our letter dated January 28, 2022 and reissue the comment. You
state that within the organization, investor cash flows have all been received by Virax
Cayman. You also state that cash to fund Virax Cayman’s operations is transferred from
Virax Cayman down through your Singapore, Hong Kong, and BVI entities and then into
your Chinese entities through capital contributions and loans. On the cover page, quantify
any cash flows and transfers of other assets by type that have occurred to date between the
holding company and its subsidiaries and direction of transfer. You also state that
transfers among your Singapore, Chinese and Hong Kong entities are not restricted.
However, we note the following disclosure on pages 8-9:

•Further, the PRC government imposes controls on the convertibility of RMB into
foreign currencies and, in certain cases, the remittance of currency out of China.
•Further, investment in Chinese companies, which are governed by the Foreign
Investment Law, and the dividends and distributions from each of HKco, Virax
Immune T-Cell, Shanghai Xitu are subject to relevant regulations and restrictions on
dividends and payment to parties outside of China.

We note also your risk factor disclosure beginning on page 48 highlighting the risks that
any funds you transfer to your PRC subsidiary are subject to approval by or registration
with relevant governmental authorities in China and that PRC regulations impose
restrictions on currency exchange. Please revise your disclosure on the cover page to
address these limitations on your ability to transfer cash through your organization. Please
make similar revisions to your discussion under the heading “Transfer of Cash Through
our Organization” so that you do not assert or imply that your ability to transfer cash is
unrestricted. Please also disclose if you have specific cash management policies and
procedures in place that dictate how funds are transferred through your organization and if
applicable, describe these policies and procedures.
4.We note your disclosure on page 140 that holders of Class B ordinary shares shall have
the right to ten votes for each share held. Please disclose on your prospectus cover, in your
summary and in your risk factors the disparate voting rights of each class of ordinary
shares. In your risk factors, please discuss the risks posed by such capital structure,
including but not limited to, risks relating to the potential effects on the price of your
Class A ordinary shares, dilution upon conversion of the Class B ordinary shares into
Class A ordinary shares and that the dual-class structure may render your shares ineligible
for inclusion in certain stock market indices, which could adversely affect share price and
liquidity. Additionally, if you will be considered a controlled company, please include
disclosure of your controlled company status on the prospectus cover page and state
whether you intend to rely on exemptions from listing standards as a controlled company.

 FirstName LastNameJames Foster
 Comapany NameVirax Biolabs Group Limited
 April 7, 2022 Page 3
 FirstName LastName
James Foster
Virax Biolabs Group Limited
April 7, 2022
Page 3
Prospectus Summary, page 1
5.Please revise your statement that you have been operating since 2013 to clarify that prior
to 2020, your operations consisted of food importation into the PRC, as referenced on
page 72. Additionally, please revise your reference to your “product portfolio,” here and
throughout your registration statement, to make clear that you act as distributor of
products sourced from third-parties. Your disclosure should not imply that you have
developed IVD test kits.
6.We note your response to comment 4.  Please revise the risk factor beginning "The
regulatory environment for IVD could change" on page 33 to correspond to the revised
disclosure regarding the challenges you face on page 4.   To the extent the risk described
below that heading addresses the different risk that you may not be able to demonstrate
your product candidates are safe and effective, address those risks in a separate risk factor.
7.We reissue comment 5 in part.  Further revise to clarify from where you conduct what
aspects of your business, including where you conduct the majority of your business,
particularly in light of the revised disclosure that you have 6 employees, two of whom are
engaged in research and development in addition to acting as your Chief Executive
Officer and Chief Operating Officer.  Clarify where your officers are located, so that
investors are aware of difficulties they may have, for example, in pursuing claims or
enforcing judgments.  We note the varied disclosure regarding the location of your
operations:
•On the cover page, you state that you "conduct a substantial majority of
[your] operations through [your] operating entities established in Singapore and the
British Virgin Islands, primarily Virax Biolabs Pte. Limited and Logico Bioproducts
Corp., which [you] we refer to as SingaporeCo. and Logico BVI, respectively. . . .
 However, some of [your] operations are currently conducted through . . . operating
entities established in Hong Kong and Shanghai, primarily Virax Biolabs Limited,
Virax Immune T-Cell Medical Device Company Limited, and Shanghai Xitu
Consulting Co., Limited."
•On pages 1 and 69, you state that you "conduct [your] substantial operations in the
United Kingdom and Hong Kong with operating subsidiaries in Singapore, China and
British Virgin Islands and have been operating since 2013."
•On page 118, you state they "conduct [your] material business operations in
Singapore."
•On page 116 you address laws in the People's Republic of China in which you must
participate due to "hav[ing] some operations located in the PRC."

Additionally, you state on page 5 that your Shanghai subsidiary is primarily engaged in
“procurement, warehousing, product development, and staffing management.” You state
on page 109 that in many cases you instruct your third-party suppliers to ship the products
directly to your customers per your order instructions. Please clarify in the summary
where your suppliers are located and make clear the extent to which you source third-

 FirstName LastNameJames Foster
 Comapany NameVirax Biolabs Group Limited
 April 7, 2022 Page 4
 FirstName LastName
James Foster
Virax Biolabs Group Limited
April 7, 2022
Page 4
party IVD test kits and PPE from the PRC and/or Hong Kong.

Finally, as requested in comment 5, when making statements regarding "the company,"
please revise to clarify whether you refer to the holding company, or identify
the subsidiary or third-party contractor to which you refer, as applicable, more specifically
than the revisions to "we," "us," "our" or similar terms that fail to identify the relevant
entity. Ensure that your disclosure throughout the filing clearly identifies the subsidiary
whose operations you are referencing.

8.We note the revised disclosure on page 8 in response to comment 7.  As previously
requested, further revise the disclosure in this section to disclose the approvals you are
required to obtain.  Also revise this section for consistency.  For example, as you state that
you have received all required permissions, revise the first sentence to provide a more
definitive statement about the degree of government regulation to which you are subject.
Further, you first state that you have obtained all approvals for Shanghai Xitu, but later
refer to multiple PRC subsidiaries.  Revise to clarify whether you have obtained the
required approvals for all of your operations in China. We note your statement that you
are not required to obtain additional permission or approval from Chinese authorities,
including the CSRC and the CAC, to either approve your PRC subsidiaries’ operations or
to offer the securities being registered to foreign investors. Please revise to explain how
you determined that such permissions are not required. If you relied on the advice of
counsel, please revise to name counsel and file such counsel’s consent as an exhibit to the
registration statement.
9.Revise to disclose in the summary the amount of proceeds that will be held in escrow for
the benefit of the underwriters and the period of time such funds will be restricted, as
referenced on page 62.

Risk Factors
Risks Related to Doing Business in China and Hong Kong, page 43
10.We note numerous disclosures that reference dates that have already passed. Please update
your disclosures throughout your filing. As examples only, we note the following:

•On December 28, 2021, the Measures for Cybersecurity Review (2021 version) was
promulgated and will become effective on February 15, 2022.
•On December 24, 2021, the CSRC released the Administrative Provisions of the State
Council Regarding the Overseas Issuance and Listing of Securities by Domestic
Enterprises (Draft for Comments) and the Measures for the Overseas Issuance of
Securities and Listing Record-Filings by Domestic Enterprises (Draft for Comments),
both of which have a comment period that expires on January 23, 2022.

 FirstName LastNameJames Foster
 Comapany NameVirax Biolabs Group Limited
 April 7, 2022 Page 5
 FirstName LastName
James Foster
Virax Biolabs Group Limited
April 7, 2022
Page 5
Use of Proceeds, page 62
11.We reissue comment 9 in part.  In the Use of Proceeds you address two strategic asset
acquisitions as "potential acquisition targets."  The disclosure on page 95 states that you
have entered into a non-binding letter of intent with a potential acquisition target and have
identified three potential acquisition targets.  First, revise these disclosures to clarify the
number of targets you have identified.  Second, please revise these and similar disclosure
items throughout your document to clarify if you are addressing the purchase of
intellectual property as opposed to an entire company.

Additionally, you state on page 31 that your Virax Immune brand’s future success
depends, in part, of your ability to acquire the necessary proprietary technology from a
European Union based materials technology company. Please revise to make clear in the
summary the extent to which the development of your T-Cell IDV test is dependent upon
this acquisition.
Management Discussion and Analysis of Financial Condition and Results of Operations
Business Model, page 69
12.We note the revised discussion provided in response to comment 10 on page 70. We also
note the revisions on page 1 whereby you state that you act as distributors of third-
party suppliers’ products. Provide us your analysis of the considerations in ASC 606-10-
55-36 through 55-40 in determining how to reflect distributor revenue in your financial
statements.
Business
Key Customer Relationships, page 111
13.We note your disclosure that five customers and three customers accounted for
approximately 98% and 100% of your sales for the years ended March 31, 2021 and 2020,
respectively. Please add risk factor disclosure highlighting the risks related to customer
concentration.
Research and Development, page 112
14.We note your revised disclosure in response to comments 12 and 16.  Revise your
disclosure here and wherever you address your "research and development team" to
clarify, if true, that your research and development team consists of your Chief Executive
Officer and Chief Operating Officer, who fulfil those roles in addition to their duties as
CEO and COO, respectively.
Employees and Human Capital , page 116
15.Please revise to remove from this section your discussion of “externally employed”
employees. We will not object to a cross reference to your third-party contractual
arrangements described elsewhere in the prospectus.

 FirstName LastNameJames Foster
 Comapany NameVirax Biolabs Group Limited
 April 7, 2022 Page 6
 FirstName LastNameJames Foster
Virax Biolabs Group Limited
April 7, 2022
Page 6
Regulations, page 118
16.Please add a section here discussing PRC laws and regulation applicable to your business.
Enforcement of Civil Liabilities , page 168
17.We note your disclosure that most of your directors and executive officers are nationals or
residents of jurisdictions other than the United States and substantially all of their assets
are located outside the United States. Please revise your disclosure here and in the related
risk factor on page 48 to affirmatively state whether any of your officers, directors or
other members of senior management are located in China or Hong Kong. If so, disclose
that their residence in China may make it even more difficult to enforce any judgments
obtained from foreign courts against such persons compared to other non-U.S.
jurisdictions.
Exhibits
18.Please revise Exhibit 5.1 to provide an opinion on the legality of the Ordinary Shares.
Paragraph three provides the opinion on the Underwriter's Warrants and the Ordinary
Shares underlying the Underwriter's Warrants, but not the Ordinary Shares.
19.With respect to exhibits 5.1, 5.2, 10.5, and 10.6, replace the "Form of" legal opinions and
employment agreements with the finalized agreements.  Refer to Item 601(b)(5) and
(b)(10)(iii) of Regulation S-K.
20.Clarify the authority upon which Messrs. Nortan and Erez and Ms. Gilmour signed the
registration statement as directors.  We note from the footnote to the Directors and
Executive Officer's table on page 124 that their appointment as directors will not be
effective until the registration statement is declared effective.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.

 FirstName LastNameJames Foster
 Comapany NameVirax Biolabs Group Limited
 April 7, 2022 Page 7
 FirstName LastName
James Foster
Virax Biolabs Group Limited
April 7, 2022
Page 7
            You may contact Gary Newberry at (202) 551-3761 or Kevin Kuhar at (202) 551-3662 if
you have questions

CORRESP
1
filename1.htm

March 18, 2022

    Re:
    Virax Biolabs Group Limited

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

    Submitted February 17, 2022

    CIK No. 0001885827

Ms. Abby Adams

Division of Corporation Finance

Office of Life Sciences

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Dear SEC Officers:

On behalf of Virax Biolabs
Group 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 March 9, 2022 with respect to the Amendment No. 1 to Draft Registration
Statement on Form F-1, CIK No. 0001885827 (“F-1”), submitted on February 17, 2022 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.

Amendment No. 1 to Draft Registration Statement on Form F-1 submitted
February 17, 2022

Cover Page

1. Please relocate the fee table to the exhibits.
Refer to Form F-1 Item 8.c. and Item 601(b)(107) of Regulation S-K.

Response: In response to the Staff’s
comment, the Company has relocated the fee table to  exhibit 107 of the Revised F-1.

2. We note your reference to your Bermuda holding
company. Please revise or advise.

Response: In response to the Staff’s
comment, the Company has amended the relevant disclosure in the Revised F-1.

Prospectus Summary, page 1

3. We reissue comment 7 to the extent you have
not addressed your intended regulatory pathways with the FDA or any other regulatory agency in the summary.

Response: The Company acknowledge the Staff’s
comment, the Company has added the relevant disclosures in the prospectus summary on page 1 and revised the relevant disclosures in other
parts of the Revised F-1.

4. We note your revised disclosure in response
to comment 8. On page 3, you state your ability to navigate the dynamic regulatory environment for IVD “could result in a new procedure
for achieving approvals for various global marketplaces.” Revise the summary to briefly describe how you plan to obtain regulatory
approval for Virax Immune in your largest markets, and provide the basis for this statement regarding a new regulatory pathway.

Response: The Company acknowledge the
Staff’s comment, the Company has amended the disclosures and added the relevant disclosures in the prospectus summary on pages
1 and 4 and in other parts of the Revised F-1.

5. We reissue comment 10. Please revise the
summary beginning on page 1 to provide a transparent overview of your current operations and how you carry out your business, including,
for example, as referenced in your response to comment 24, that your “operations and warehousing are conducted by a third party logistic[s]
company, name[d] Stork Up Limited, research activities are conducted by a science company named IQ Services B.V. in the Netherland[s],
and product manufacturing [is] conducted by your key supplier, Nanjing Vazyme Medical Technology Co., Ltd.” It should be clear from
your disclosure whether your current operations consist of owning brand names and acting as a distributor. In this regard, we note your
disclosure on page 94. Clarify in your revisions the intellectual property rights owned by your Hong Kong subsidiaries, as referenced
on page 4, and “13 regional exclusivity licenses” referenced on page 3. Furthermore, it is unclear the basis on which you describe
the company as “primarily engaged in research and development,” when your research and development expenses for the most recent
fiscal year were approximately $120,221 compared to $457,680 in general and administrative expenses, and the entire $120,221 was attributable
to your chief operating officer’s consulting costs, with similar trends in the current fiscal year. Please revise to clarify. In this
regard, we note the disclosure on page 71 that “[s]ince April, 2021, the Group started to engage external parties, namely, selected
third-party specialist research and development companies and contracted consultants and scientists, to assist with its research and development
as its portfolio moves into concept validation and testing.” We further note you currently do not own any patents, and have yet to
complete the purchase of one of the four patents related to the potential product in development, in addition to the other points made
in comment 10. Finally, when making statements regarding “the company,” please revise to clarify whether you refer to the holding
company, or identify the subsidiary or third-party contractor to which you refer, as applicable.

Response: In response to the Staff’s
comment, the Company has revised the relevant disclosures on pages ii, 1, 2, 3, 5, 66 69, 70, 91, 114 and in other parts of the Revised
F-1.

6. We reissue comment 13. Further revise the
added disclosure to explain the restrictions on the transfer of funds between your China-based subsidiaries and the holding company. The
current disclosure states the laws do not currently have a material impact, but does not explain the law.

Response: In response to the Staff’s
comment, the Company has added and amended the relevant disclosures on pages 8 and 9 of the Revised F-1.

7. We note your response to comment 12, which
we reissue in part. Please expand your disclosure to describe the consequences to you and your investors if you or your subsidiaries:
(i) do not receive or maintain such permissions or approvals, (ii) inadvertently conclude that such permissions or approvals are not required,
or (iii) applicable laws, regulations, or interpretations change and you are required to obtain such permissions or approvals in the future.

Response: In response to the Staff’s comment, the Company has
added and amended the relevant disclosures on page 8 of the Revised F-1.

Risk Factors

Risks Related to our Business and Industry, page 17

8. We reissue comment 17 to the extent that
you have not quantified the impact of the pandemic to the extent practicable. You state that you do not yet know the impact for fiscal
year 2021; however, we note the prospectus includes financial results for the year ended March 30, 2021. In order for investors to evaluate
this risk, please revise the risk factor to clarify what, if any, impact the pandemic has had on the company.

Response: In response to the Staff’s comment, the Company has
amended the relevant disclosures on pages 27, 116 and 117 of the Revised F-1.

    2

Use of Proceeds , page 61

9. Revise your summary, management’s discussion
and analysis and business section to reflect the revised disclosure in your use of proceeds. In particular, we note your focus territories
described in the use of proceeds differ from those described on page 95, where you state you plan to submit Virax Immune for regulatory
approval “in the United States, Canada, and many countries in Asia (excluding Canada) and Europe, as well as marketing to [y]our
existing supply chains in South America and Africa.

Response: In response to the Staff’s comment,
the Company has amended the relevant disclosures on page 97 in the Revised F-1. The Company further submits that its ViraxClear distribution
partners will apply locally, i.e. South America and Africa, on the Company’s behalf for the reselling of Virax Immune products.

Management Discussion and Analysis of Financial
Condition and Results of Operations Overview, page 68

10. We note your response to prior comment
24. Please expand this section to describe the nature of your business operations and principal activities given the arrangements identified
in your response. State how you make the products you provide, the factors that affect your operations under these arrangements and your
dependence on these contracts. Refer to Part I, Item 4, and sub-paragraphs 4.B.1 and 4.B.6 of Form 20-F.

Response: In response to the Staff’s comment, the Company has
amended the relevant disclosures on pages 69 and 70 of the Revised F-1.

Industry Overview, page 82

11. You state, “Unless otherwise indicated,
all information and data provided in th[is] section is cited from the industry report issued by Netscribes. Although we believe the data
and information included in the Netscribes report to be reliable, we have not independently verified the accuracy or completeness of the
information and data included therein.” Revise to clarify you are responsible for all disclosure in the document.

Response: In response to the Staff’s comment, the Company has
added the relevant disclosures on pages 61 and 84 of the Revised F-1.

Business

Robust Sales and Distribution Network, page 92

12. We note that in response to comment 25
you deleted the reference in this section to your exclusive distribution agreements with “a PRC biotechnology company” for the
distribution of their diagnostic kits in Canada. Revise this section to identify the PRC company whose agreement is summarized elsewhere,
so it is clear you are addressing the same company in both places. Also, where you address your “strong sales and distribution network
since [y]our inception in 2013,” clarify that you were in a different industry until 2020. Further clarify the references to “your”
ViraxClear brand where you are the distributor for a third-party’s kits in Canada. It appears from your response to comment 24 that at
present you own only the brand name and do not manufacture any products. If so, your disclosure should highlight this on page 1 of the
summary. Please also revise to clarify your current operations in this section.

Response: In response to the Staff’s comment, the Company has
amended the relevant disclosures on pages 1, 2, 3 and 94 of the Revised F-1.

    3

Our Strategies, page 92

13. We note the revised disclosure in response
to comment 26. Revise the summary to highlight that you have yet to purchase the intellectual property required for the functioning of
your potential product, Virax Immune. Add a risk factor that addresses the risks associated with failure to effectuate the sale. Please
also highlight the risk in the summary risk factors.

Response: In response to the Staff’s
comment, the Company has added the relevant risk factor under the heading “Failure to acquire the necessary proprietary technology
from a European Union based materials technology company could have an adverse effect on our planned results of operations for our Virax
Immune brand and our business” on page 31 and highlighted the risk in the summary risk factors on page 11 of the Revised
F-1.

Key Supplier Relationship, page 108

14. We note your response to comment 29. Revise
the disclosure on page 108 and the risk factors to disclose that you do not have contracts with other key suppliers, and to more specifically
disclose the risks associated with the lack of contracts.

Response: In response to the Staff’s
comment, the Company has added the relevant risk factor under the heading “We do not have in place any supply contracts with two
of our key suppliers, and any disruptions from such key suppliers could adversely affect our business and results of operations”
on page 22 and highlighted the risk in the summary risk factors on page 11of the Revised F-1.

Business

Research and Development, page 110

15. We reissue comment 30. Revise to state
how many employees work in research and development. To the extent you refer to external personnel, it appears you refer to employees
of third-party companies, which are not employees and should not be included as employees in this section or elsewhere in your document.
Revise the disclosure here, on page 92, 113, and throughout your document such that only employees of the company are included in any
disclosure regarding employees or personnel. Refer to Item 101(c)(2)(ii) of Regulation S-K.

Response: In response to the Staff’s
comment, the Company has amended the relevant disclosures on pages 3, 94, 112 and 116 of the Revised F-1.

16. We note your response to comment 31. You
disclose research and development expenses of $120,221 and $87,000 in 2021 and 2020, respectively. Please revise to explain how amounts
paid as salary or consulting costs, as referenced on page 71, are research and development expenses.

Response: In response to the Staff’s
comment, the Company has amended the relevant disclosures on page 73 of the Revised F-1. Salary or consulting costs is considered as
research and development expenses when a proportion of the relevant employee’s time is dedicated to research and development work
for the Group. Mr. James Foster in his role as chief executive officer oversaw the research and development strategy and policy of the
Group since the change of our business focus in 2020. Mr. Foster also managed various existing and upcoming projects from a managerial
perspective as well as work on the further innovations and developments of the ViraxClear, ViraxCare and Virax Immune business lines.
Mr. Foster also reviewed potential intellectual property rights external acquisitions for their relevance and potential to supplement
to Virax’s product portfolio and innovations. Mr. Cameron Shaw in his role as chief operating officer oversaw the Group’s
activities with a particular focus on ViraxClear and Virax Immune business lines. Mr. Shaw assisted in both the development of Virax
Immune’s proprietary T-Cell Test technology and the Virax Immune mobile application development. Mr. Shaw worked closely with the
Virax’s chief technical officer and chief scientific officer in ensuring the development milestones of the Virax Immune platform
were met. Mr. Shaw further contributed to the management, creation, and development of the ViraxClear range of products in 2020.

Intellectual Property, page 111

17. We reissue comment 32 to the extent that
you have not identified the jurisdictions in which you have sought patent protection or the type of patent protection sought for each
application.

Response: In response to the Staff’s
comment, the Company has amended the relevant disclosures on page 114 of the Revised F-1.

    4

General

18. We note your response to comment 35. Please
provide any such communications in the future that take place prior to effectiveness.

Response: The Company will provide the SEC
with such communications in the future if they take place prior to effectiveness.

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

5

United States securities and exchange commission logo
March 9, 2022
James Foster
Chief Executive Officer
Virax Biolabs Group Limited
30 Broadwick Street
London, UK W1F 8LX
Re:Virax Biolabs Group Ltd
Amendment No. 1 to Draft Registration Statement on Form F-1
Submitted February 17, 2022
CIK No. 0001885827
Dear Mr. Foster:
            We have reviewed your amended draft registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by 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 our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Amendment No. 1 to Draft Registration Statement on Form F-1 submitted February 17, 2022
Cover Page
1.Please relocate the fee table to the exhibits.  Refer to Form F-1 Item 8.c. and Item
601(b)(107) of Regulation S-K.
2.We note your reference to your Bermuda holding company. Please revise or advise.
Prospectus Summary, page 1
3.We reissue comment 7 to the extent you have not addressed your intended regulatory
pathways with the FDA or any other regulatory agency in the summary.
4.We note your revised disclosure in response to comment 8.  On page 3, you state your

 FirstName LastNameJames Foster
 Comapany NameVirax Biolabs Group Limited
 March 9, 2022 Page 2
 FirstName LastNameJames Foster
Virax Biolabs Group Limited
March 9, 2022
Page 2
ability to navigate the dynamic regulatory environment for IVD "could result in a new
procedure for achieving approvals for various global marketplaces."  Revise the summary
to briefly describe how you plan to obtain regulatory approval for Virax Immune in your
largest markets, and provide the basis for this statement regarding a new regulatory
pathway.
5.We reissue comment 10.  Please revise the summary beginning on page 1 to provide a
transparent overview of your current operations and how you carry out your business,
including, for example, as referenced in your response to comment 24, that
your "operations and warehousing are conducted by a third party logistic[s] company,
name[d] Stork Up Limited, research activities are conducted by a science company named
IQ Services B.V. in the Netherland[s], and product manufacturing [is] conducted by
your key supplier, Nanjing Vazyme Medical Technology Co., Ltd."  It should be clear
from your disclosure whether your current operations consist of owning brand names and
acting as a distributor. In this regard, we note your disclosure on page 94. Clarify in your
revisions the intellectual property rights owned by your Hong Kong subsidiaries, as
referenced on page 4, and 13 "regional exclusivity licenses" referenced on page 3.
Furthermore, it is unclear the basis on which you describe the company as "primarily
engaged in research and development," when your research and development expenses for
the most recent fiscal year were approximately $120,221 compared to $457,680 in general
and administrative expenses, and the entire $120,221 was attributable to your chief
operating officer's consulting costs, with similar trends in the current fiscal year.  Please
revise to clarify. In this regard, we note the disclosure on page 71 that "[s]ince April,
2021, the Group started to engage external parties, namely, selected third-party specialist
research and development companies and contracted consultants and scientists, to assist
with its research and development as its portfolio moves into concept validation and
testing." We further note you currently do not own any patents, and have yet to complete
the purchase of one of the four patents related to the potential product in development, in
addition to the other points made in comment 10. Finally, when making statements
regarding "the company," please revise to clarify whether you refer to the holding
company, or identify the subsidiary or third-party contractor to which you refer, as
applicable.
6.We reissue comment 13.  Further revise the added disclosure to explain the restrictions on
the transfer of funds between your China-based subsidiaries and the holding company.
The current disclosure states the laws do not currently have a material impact, but does
not explain the law.
7.We note your response to comment 12, which we reissue in part. Please expand your
disclosure to describe the consequences to you and your investors if you or your
subsidiaries: (i) do not receive or maintain such permissions or approvals, (ii)
inadvertently conclude that such permissions or approvals are not required, or (iii)
applicable laws, regulations, or interpretations change and you are required to obtain such
permissions or approvals in the future.

 FirstName LastNameJames Foster
 Comapany NameVirax Biolabs Group Limited
 March 9, 2022 Page 3
 FirstName LastNameJames Foster
Virax Biolabs Group Limited
March 9, 2022
Page 3
Risk Factors
Risks Related to our Business and Industry, page 17
8.We reissue comment 17 to the extent that you have not quantified the impact of the
pandemic to the extent practicable.  You state that you do not yet know the impact for
fiscal year 2021; however, we note the prospectus includes financial results for the year
ended March 30, 2021. In order for investors to evaluate this risk, please revise the risk
factor to clarify what, if any, impact the pandemic has had on the company.
Use of Proceeds , page 61
9.Revise your summary, management's discussion and analysis and business section to
reflect the revised disclosure in your use of proceeds.  In particular, we note your focus
territories described in the use of proceeds differ from those described on page 95, where
you state you plan to submit Virax Immune for regulatory approval "in the United States,
Canada, and many countries in Asia (excluding Canada) and Europe, as well as marketing
to [y]our existing supply chains in South America and Africa."
Management Discussion and Analysis of Financial Condition and Results of Operations
Overview, page 68
10.We note your response to prior comment 24.  Please expand this section to describe the
nature of your business operations and principal activities given the arrangements
identified in your response.  State how you make the products you provide, the factors that
affect your operations under these arrangements and your dependence on these
contracts.  Refer to Part I, Item 4, and sub-paragraphs 4.B.1 and 4.B.6 of Form 20-F.
Industry Overview, page 82
11.You state, “Unless otherwise indicated, all information and data provided in th[is] section
is cited from the industry report issued by Netscribes.  Although we believe the data and
information included in the Netscribes report to be reliable, we have not independently
verified the accuracy or completeness of the information and data included therein.”
Revise to clarify you are responsible for all disclosure in the document.
Business
Robust Sales and Distribution Network, page 92
12.We note that in response to comment 25 you deleted the reference in this section to your
exclusive distribution agreements with "a PRC biotechnology company" for the
distribution of their diagnostic kits in Canada.  Revise this section to identify the PRC
company whose agreement is summarized elsewhere, so it is clear you are addressing the
same company in both places.  Also, where you address your "strong sales and
distribution network since [y]our inception in 2013," clarify that you were in a different
industry until 2020.  Further clarify the references to "your" ViraxClear brand where you

 FirstName LastNameJames Foster
 Comapany NameVirax Biolabs Group Limited
 March 9, 2022 Page 4
 FirstName LastNameJames Foster
Virax Biolabs Group Limited
March 9, 2022
Page 4
are the distributor for a third-party's kits in Canada.  It appears from your response to
comment 24 that at present you own only the brand name and do not manufacture any
products.  If so, your disclosure should highlight this on page 1 of the summary. Please
also revise to clarify your current operations in this section.
Our Strategies, page 92
13.We note the revised disclosure in response to comment 26.  Revise the summary to
highlight that you have yet to purchase the intellectual property required for the
functioning of your potential product, Virax Immune.  Add a risk factor that addresses the
risks associated with failure to effectuate the sale.  Please also highlight the risk in the
summary risk factors.
Key Supplier Relationship, page 108
14.We note your response to comment 29.  Revise the disclosure on page 108 and the risk
factors to disclose that you do not have contracts with other key suppliers, and to more
specifically disclose the risks associated with the lack of contracts.
Business
Research and Development, page 110
15.We reissue comment 30.  Revise to state how many employees work in research and
development.  To the extent you refer to external personnel, it appears you refer to
employees of third-party companies, which are not employees and should not be included
as employees in this section or elsewhere in your document.  Revise the disclosure here,
on page 92, 113, and throughout your document such that only employees of the company
are included in any disclosure regarding employees or personnel.  Refer to Item
101(c)(2)(ii) of Regulation S-K.
16.We note your response to comment 31. You disclose research and development expenses
of $120,221 and $87,000 in 2021 and 2020, respectively. Please revise to explain how
amounts paid as salary or consulting costs, as referenced on page 71, are research and
development expenses.
Intellectual Property, page 111
17.We reissue comment 32 to the extent that you have not identified the jurisdictions in
which you have sought patent protection or the type of patent protection sought for each
application.
General
18.We note your response to comment 35.  Please provide any such communications in the
future that take place prior to effectiveness.

 FirstName LastNameJames Foster
 Comapany NameVirax Biolabs Group Limited
 March 9, 2022 Page 5
 FirstName LastName
James Foster
Virax Biolabs Group Limited
March 9, 2022
Page 5
            You may contact Gary Newberry at 202-551-3761 or Kevin Kuhar at 202-551-3662 if
you have questions regarding comments on the financial statements and related matters.  Please
contact Abby Adams at 202-551-6902 or Christine Westbrook at 202-551-5019 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Lawrence Venick, Esq.

United States securities and exchange commission logo
January 28, 2022
James Foster
Chief Executive Officer
Virax Biolabs (Cayman) Ltd
30 Broadwick Street
London, UK W1F 8LX
Re:Virax Biolabs (Cayman) Ltd
Draft Registration Statement on Form F-1
Submitted December 27, 2021
CIK No. 0001885827
Dear Mr. Foster:
            We have reviewed your draft registration statement and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to this letter by 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 our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Draft Registration Statement on Form F-1 submitted December 27, 2021
Prospectus Cover Page, page i
1.We note your disclosure that investors are cautioned that they are buying shares of a shell
company issuer incorporated in the Cayman Islands with operating subsidiaries in
Singapore, China and British Virgin Islands. Please also disclose prominently on the
prospectus cover page that investors will not hold direct equity investments in the Chinese
and Hong Kong operating subsidiaries.
2.Provide prominent disclosure about the legal and operational risks associated with being
based in or having the majority of the company’s operations in China. Your disclosure
should make clear whether these risks could result in a material change in your operations
and/or the value of the securities you are registering for sale or could significantly limit or

 FirstName LastNameJames Foster
 Comapany NameVirax Biolabs (Cayman) Ltd
 January 28, 2022 Page 2
 FirstName LastNameJames Foster
Virax Biolabs (Cayman) Ltd
January 28, 2022
Page 2
completely hinder your ability to offer or continue to offer securities to investors and
cause the value of such securities to significantly decline or be worthless. Your disclosure
should address how recent statements and regulatory actions by China’s government, such
as those related to the use of variable interest entities and data security or anti-monopoly
concerns, have or may impact the company’s ability to conduct its business, accept
foreign investments, or list on a U.S. or other foreign exchange. Please disclose whether
your auditor is subject to the determinations announced by the PCAOB on December 16,
2021 and whether and how the Holding Foreign Companies Accountable Act and related
regulations will affect your company. Your prospectus summary should address, but not
necessarily be limited to, the risks highlighted on the prospectus cover page.
3.Clearly disclose how you will refer to the holding company and subsidiaries when
providing disclosure throughout the document so that it is clear to investors which entity
the disclosure is referencing and which subsidiaries or entities are conducting the business
operations.
4.Provide a description of how cash is transferred through your organization. State whether
any transfers, dividends, or distributions have been made to date between the holding
company and its subsidiaries or to investors and quantify the amounts where applicable.
Prospectus Summary, page 1
5.You state on page 1 that your customers "include clinicians, nurses, administrative staff,
laboratories, biotechnology companies and other relevant groups on an international basis,
covering more than 10 countries and 4 regions, including but not limited to Europe, South
America, Asia Pacific, and Sub-Saharan Africa, and we expect to extend [your]
geographical reach to North America in 2022."  On page 67, you state that "five customers
and three customers accounted for 98% and 100% of the Group’s sales for the years ended
March 31, 2021 and 2020, respectively." Revise the disclosure in the summary and similar
statements in the business section and elsewhere to clarify whether the statements
regarding your customers are current or targeted future customers, and to clarify the reach
of your current sales. Additionally, revise to separately describe customers for IVD test
kits and for Employee Protection Equipment.
6.We note in your marketing figures on page 2 you have chosen different base years and
different interim growth periods to address market growth.  Tell us why you have chosen
to begin the analysis in 2018 and 2017 for the respective markets, and why you chose the
particular interim years for each reporting interval.  Tell us why you have not begun the
analysis with the beginning of the pandemic in 2020, or at least highlighted the beginning
of the pandemic and its impact on these figures to provide context.
7.Revise the prospectus summary to clearly state the status of development of the Virax
Immune medical device, including the status of the regulatory process in all jurisdictions
in which you have indicated you plan to market the product.  In doing so, clarify whether
you have developed a functioning prototype, whether it has been submitted to any

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 Comapany NameVirax Biolabs (Cayman) Ltd
 January 28, 2022 Page 3
 FirstName LastNameJames Foster
Virax Biolabs (Cayman) Ltd
January 28, 2022
Page 3
regulatory agency and if so, which one(s), what hurdles remain at which agency or
agencies, and what device classification and regulatory pathway you intend to rely on with
the FDA, and similar disclosure for other applicable regulatory agencies.  Revise the
entire prospectus to remove any implication that the Virax Immune potential product is
effective, as effectiveness is a determination to be made by regulatory authorities.
8.Please add a section here in the summary to discuss your material risks in as prominent in
detail and presentation as the discussion of your competitive advantages and growth
strategies.  In particular, revise your competitive strengths on page 3 with equally
prominent disclosure of the challenges of bringing your Virax Immune product to market,
including regulatory approvals required and the time need to obtain those approvals, and
that you may not obtain approval in the time frame you anticipate, if at all.
9.Clarify the benefits you imply from your "Asia-centric supply chain" that result in cost
savings over "antiquated high-priced supply chains" and how they differ.
10.Revise the summary to highlight the risks associated with the fact that "it is too early to
draw meaningful conclusions from the financial performance of the Group due to the
change in [your] business focus since 2020," as disclosed on page 60. Disclose when you
first launched sales of ViraxClear and ViraxCare. Please also revise to make clear in the
summary that ViraxClear is a diagnostics distributor that primarily distributes COVID-19
IVD tests kits that you source from third parties, as referenced on page 77. You state on
page 59 that you "have been successful at developing your current suite of products for
coronavirus detection but also other viral threats." However, we note your disclosure on
page 60 indicating that all costs of revenue for the most recently completed fiscal year
were related to the purchase of ViraxCare PPE products and ViraxClear test kits. Revise
your summary and disclosure throughout the prospectus to clarify the extent to which you
have developed the test kits you sell as compared to test kits you source from third-party
suppliers.
11.To the extent you have not done so, in your summary of risk factors, disclose the risks that
your corporate structure and being based in or having the majority of the company’s
operations in China poses to investors. In particular, describe the significant regulatory,
liquidity, and enforcement risks with cross-references to the more detailed discussion of
these risks in the prospectus. For example, specifically discuss risks arising from the legal
system in China, including risks and uncertainties regarding the enforcement of laws and
that rules and regulations in China can change quickly with little advance notice; and the
risk that the Chinese government may intervene or influence your operations at any time,
or may exert more control over offerings conducted overseas and/or foreign investment in
China-based issuers, which could result in a material change in your operations and/or the
value of the securities you are registering for sale. Acknowledge any risks that any actions
by the Chinese government to exert more oversight and control over offerings that are
conducted overseas and/or foreign investment in China-based issuers could significantly
limit or completely hinder your ability to offer or continue to offer securities to investors
and cause the value of such securities to significantly decline or be worthless.

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 Comapany NameVirax Biolabs (Cayman) Ltd
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Virax Biolabs (Cayman) Ltd
January 28, 2022
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12.Disclose each permission or approval that you or your subsidiaries are required to obtain
from Chinese authorities to operate your business and to offer the securities being
registered to foreign investors. Revise to clearly state whether you or your subsidiaries are
covered by permissions requirements from the China Securities Regulatory Commission
(CSRC), Cyberspace Administration of China (CAC) or any other governmental
agency and state affirmatively whether you have received all requisite permissions or
approvals and whether any permissions or approvals have been denied. Please also
describe the consequences to you and your investors if you or your subsidiaries: (i) do not
receive or maintain such permissions or approvals, (ii) inadvertently conclude that such
permissions or approvals are not required, or (iii) applicable laws, regulations, or
interpretations change and you are required to obtain such permissions or approvals in the
future.
13.Provide a clear description of how cash is transferred through your organization. Quantify
any cash flows and transfers of other assets by type that have occurred between the
holding company and its subsidiaries and direction of transfer. Quantify any dividends or
distributions that a subsidiary has made to the holding company and which entity made
such transfer, and their tax consequences. Similarly quantify dividends or distributions
made to U.S. investors, the source, and their tax consequences. Your disclosure should
make clear if no transfers, dividends, or distributions have been made to date. Describe
any restrictions on foreign exchange and your ability to transfer cash between entities,
across borders, and to U.S. investors. Describe any restrictions and limitations on your
ability to distribute earnings from the subsidiaries to the parent company and U.S.
investors as well as the ability to settle amounts owed under intercompany agreements.
14.We note on page 8 the disclosure that trading in your securities may be prohibited under
the Holding Foreign Companies Accountable Act if the PCAOB determines that it cannot
inspect or investigate completely your auditor, and that as a result an exchange may
determine to delist your securities. Disclose whether your auditor is subject to the
determinations announced by the PCAOB on December 16, 2021.
15.Revise the summary risk factors to disclose the risk that you may be classified as a passive
foreign investment company (PFIC), as discussed in the risk factor on page 43 and the
disclosure on page 127.
Summary Consolidated Financial Data, page 11
16.Please revise the financial information presented here to also include loss per share
calculations.
Risk Factors
Risks Related to our Business and Industry, page 12
17.In the Covid-19 risk factor on page 19, revise to disclose which of your offices you
temporarily closed at the start of the pandemic.  Revise to clarify and quantify, to the

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 Comapany NameVirax Biolabs (Cayman) Ltd
 January 28, 2022 Page 5
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Virax Biolabs (Cayman) Ltd
January 28, 2022
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extent practicable, how your business was negatively impacted by the pandemic.
Risk Factors
Risks Related to Doing Business in China and Hong Kong, page 35
18.Given the Chinese government’s significant oversight and discretion over the conduct of
your business, please revise to highlight separately the risk that the Chinese government
may intervene or influence your operations at any time, which could result in a material
change in your operations and/or the value of the securities you are registering. Also,
given recent statements by the Chinese government indicating an intent to exert more
oversight and control over offerings that are conducted overseas and/or foreign investment
in China-based issuers, acknowledge the risk that any such action could significantly limit
or completely hinder your ability to offer or continue to offer securities to investors and
cause the value of such securities to significantly decline or be worthless.
19.In light of recent events indicating greater oversight by the Cyberspace Administration of
China (CAC) over data security, particularly for companies seeking to list on a foreign
exchange, please revise your disclosure to provide a separate risk factor to explain how
this oversight impacts your business and your offering and to what extent you believe that
you are compliant with the regulations or policies that have been issued by the CAC to
date.
Risk Factors
Risks Related to Our Securities, page 39
20.We note your risk factor disclosure on pages 44-45 about the Holding Foreign Companies
Accountable Act. Update your disclosure to reflect that, pursuant to the HFCAA, the
PCAOB has issued its report notifying the Commission of its determination that it is
unable to inspect or investigate completely accounting firms headquartered in mainland
China or Hong Kong.
21.In the risk factor discussing HFCAA, you include disclosure that, "if we effect our initial
business combination with a business located in the PRC and if our new auditor is located
in China, with operations in and who performs audit operations of registrants in China . .
.the work of our new auditor as it related to those operations may not be inspected by the
PCAOB, which is currently the case."  Please clarify the purpose of this disclosure. We
not also the reference on page 44 to units, ordinary shares and redeemable warrants being
offered in this offering. Please revise or advise.
Use of Proceeds, page 51
22.Please revise to clarify whether you expect the proceeds, together with existing cash, will
be sufficient to fund each of your potential testing products through regulatory approval in
targeted jurisdictions.  If you do not, please indicate how far the proceeds of the offering,
together with your existing cash, will allow you to proceed and in what jurisdictions.
Refer to Item 3.C.1 of Form 20-F.  Revise to clarify the use of funds for capital for

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 Comapany NameVirax Biolabs (Cayman) Ltd
 January 28, 2022 Page 6
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Virax Biolabs (Cayman) Ltd
January 28, 2022
Page 6
strategic acquisitions as required by Item 3.C.2 and 3 of Form 20-F.
Capitalization, page 53
23.Please revise the capitalization table to be as of the most recent balance sheet date
included in the filing or expected to be included at effectiveness.
Management's Discussion and Analysis of Financial Condition and Results of Operations
Overview, page 58
24.Please describe how your operations, research activities, and product manufacturing and
warehousing are conducted.  In this regard, we note from your financial statements that
you hold inventory,