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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
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 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
Comapany
October NameCredo Technology Group Holding Ltd
8, 2021
October
Page 2 8, 2021 Page 2
FirstName LastName
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.
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
date."
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
financial
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.
General
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
review.
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 8, 2021 Page 3
cc: Alan Denenberg
FirstName LastName