United States securities and exchange commission logo

                             October 8, 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. 1 to
Draft Registration Statement on Form S-1
                                                            Submitted September
13, 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

             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

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

       Prospectus Summary
       Risk Factors, page 5

   1.                                                   We note your responses
and reissue comments 4 and 7 in part. In your summary risk
                                                        factors, please
describe the risk that the Chinese government may intervene or influence
                                                        your operations at any
time, or may exert more oversight and control over offerings
                                                        conducted overseas,
which could result in a material change in your operations and/or the
                                                        value of your ordinary
shares, with cross-references to the more detailed discussion of
                                                        these risks in the
prospectus. In your risk factors, given recent statements by the Chinese
                                                        government indicating
an intent to exert more oversight and control over offerings that are
                                                        conducted overseas,
acknowledge the risk that any such action could significantly limit or
 William Brennan
FirstName  LastNameWilliam Brennan
Credo Technology Group Holding Ltd
October    NameCredo Technology Group Holding Ltd
        8, 2021
Page 2 8, 2021 Page 2
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         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
2.       We note your response and reissue comment 5 in part. Disclose each
permission that you
         are required to obtain from Chinese authorities to issue these
securities to foreign
         investors; if none, please affirmatively so state and describe any
associated risks to
         investors. Please revise your disclosure relating to permissions to
operate business in
         China on page 97 to also refer to your subsidiaries in Hong Kong.
Holding Company Structure and PRC Operations, page 6

3.       We note that your definition of "China" and "PRC" excludes Hong Kong,
Macau, and
         Taiwan. Please revise your disclosure throughout the prospectus to
include references to
         Hong Kong as appropriate, for example in statements such as the
following: "We have
         not relied on dividends and other distributions on equity from our PRC
subsidiaries for
         our cash requirements, as we have generated a limited amount of
revenue in China to
4.       We note your disclosure that more than 75% of your assets were held by
entities located
         in the United States and Cayman Islands, and less than 25% of your
assets were held by
         entities located in Hong Kong and China. By contrast, Note 13 of your
         statements indicates that nearly 60% of your long-lived assets are
located in Taiwan.
         Please revise your disclosure to clarify how your assets located in
Taiwan are reflected.
5.       We note your response to prior comment 6 and reissue it in part. Our
comment requests a
         clear description of how cash is transferred through your
organization, while your
         disclosure appears to solely reference dividends and distributions
from your subsidiaries
         in China. Please supplement your disclosure to reflect any other cash
transfers, with these
         or other subsidiaries, or alternatively confirm that no such transfers
exist. Disclose your
         intentions to distribute earnings or settle amounts owed under your
operating structure.
         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.
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 your subsidiaries to the parent company and U.S.
investors as well as the
         ability to settle amounts owed.

6.       Please supplementally provide us with copies of all written
communications, as defined in
         Rule 405 under the Securities Act, that you, or anyone authorized to
do so on your behalf,
         present to potential investors in reliance on Section 5(d) of the
Securities Act, whether or
         not they retain copies of the communications. Please contact the staff
member associated
 William Brennan
Credo Technology Group Holding Ltd
October 8, 2021
Page 3
      with the review of this filing to discuss how to submit the materials, if
any, to us for
       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

FirstName LastNameWilliam Brennan
                                                             Division of
Corporation Finance
Comapany NameCredo Technology Group Holding Ltd
                                                             Office of
October 8, 2021 Page 3
cc:       Alan Denenberg
FirstName LastName