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United States securities and exchange commission logo
October 27, 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. 2 to
Draft Registration Statement on Form S-1
Submitted October
15, 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. 2 to Draft Registration Statement on Form S-1
Cover Page
1. Please expand your
disclosure on the prospectus cover page to provide a description of
how cash is transferred
through your organization. State whether any transfers, dividends,
or distributions have
been made to date.
Prospectus Summary
Our Competitive Strengths, page 3
2. Please revise the
sentence, "We are engaged with five of the top seven hyperscalers . . . ,"
to clarify the nature
of these relationships; i.e., whether they are legally enforceable
contractual
relationships or less formal working arrangements. Please clearly describe
William Brennan
Credo Technology Group Holding Ltd
October 27, 2021
Page 2
each party's respective rights and obligations, if material. Please make
conforming
changes to the reference to "our more than 20 IP engagements" on page
104.
Risk Factors & Recent Regulatory Developments, page 5
3. We note your response to prior comment 1. Please further revise your
prospectus
summary and related risk factors to acknowledge that the risks described
could cause the
value of your securities to significantly decline or become worthless and
could
significantly limit or completely hinder your ability to offer or
continue to offer securities
to investors. If you disagree with this disclosure, please provide your
analysis.
Holding Company Structure, page 6
4. We note your response to prior comment 3. Please revise your disclosure
to indicate (by
parenthetical or otherwise) that the long-lived assets located in Taiwan
are owned by your
Cayman Islands subsidiary in order to resolve the apparent inconsistency
between the two
statements regarding assets.
General
5. We have reviewed the investor presentations supplementally provided to us
in response to
prior comment 6. Please revise your prospectus to disclose the
projections related to your
financial results that are included within your investor presentations.
Please also disclose
the material estimates and assumptions underlying these financial
projections.
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,
FirstName LastNameWilliam Brennan
Division of
Corporation Finance
Comapany NameCredo Technology Group Holding Ltd
Office of
Manufacturing
October 27, 2021 Page 2
cc: Alan Denenberg
FirstName LastName