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United States securities and exchange commission logo
November 15, 2021
William Brennan
Chief Executive Officer
Credo Technology Group Holding Ltd
1600 Technology Drive
San Jose, CA 95110
Re: Credo Technology
Group Holding Ltd
Amendment No. 3 to
Draft Registration
Statement on Form S-1
Submitted November
1, 2021
CIK No. 0001807794
Dear Mr. Brennan:
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. 3 to Draft Registration Statement on Form S-1
Prospectus Summary
Risk Factors, page 6
1. Disclose that trading
in your securities may be prohibited under the Holding Foreign
Companies Accountable
Act if the PCAOB determines that it cannot inspect or fully
investigate your
auditor, and that as a result an exchange may determine to delist your
securities. If the
PCAOB has been or is currently unable to inspect your auditor, revise
your disclosure to so
state.
William Brennan
FirstName LastNameWilliam Brennan
Credo Technology Group Holding Ltd
Comapany 15,
November NameCredo
2021 Technology Group Holding Ltd
November
Page 2 15, 2021 Page 2
FirstName LastName
Recent Regulatory Developments, page 10
2. Please disclose whether you are required to obtain any approvals to
offer securities to
foreign investors, whether you have received such approvals, and the
consequences to you
and your investors if you do not receive and maintain the approvals,
inadvertently
conclude that such approvals are not required, or applicable laws,
regulations, or
interpretations change and you are required to obtain approval in the
future.
Risk Factors
Risks Related to Our International Operations, page 38
3. We note from the audit opinion that you have a U.S.-based auditor that
is registered with
the PCAOB and currently subject to PCAOB inspection. Please disclose
any material
risks to the company and investors if it is later determined that the
PCAOB is unable to
inspect or investigate completely your auditor because of a position
taken by an authority
in a foreign jurisdiction. For example, disclose the risk that lack of
inspection could cause
trading in your securities to be prohibited under the Holding Foreign
Companies
Accountable Act and as a result an exchange may determine to delist
your securities.
4. Please expand your risk factor disclosure to discuss that the United
States Senate passed
the Accelerating Holding Foreign Companies Accountable Act, which, if
enacted, would
decrease the number of non-inspection years from three years to two,
thus reducing the
time period before your securities may be prohibited from trading or
delisted.
You may contact Effie Simpson at 202-551-3346 or Martin James at
202-551-3671 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Jennifer Angelini at 202-551-3047 or Perry Hindin at 202-551-3444 with
any other
questions.
Sincerely,
Division of
Corporation Finance
Office of
Manufacturing
cc: Alan Denenberg