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United States securities and exchange commission logo
February 15, 2023
Daniel Flemin
Chief Financial Officer
Credo Technology Group Holding Ltd
c/o Maples Corporate Service, Limited
PO Box 309, Ugland House
Grand Cayman, KY1-1104, Cayman Islands
Re: Credo Technology
Group Holding Ltd
Form 10-K for the
Fiscal Year Ended April 30, 2022
Filed June 8, 2022
File No. 001-41249
Dear Daniel Flemin:
We have limited our review of your filing to the financial
statements and related
disclosures 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 these comments within ten business days by
providing the requested
information or advise us as soon as possible when you will respond. If
you do not believe our
comments apply to your facts and circumstances, please tell us why in
your response.
After reviewing your
response to these comments, we may have additional comments.
Form 10-K for the Fiscal Year Ended April 30, 2022
Management's Discussion and Analysis of Financial Condition and Results
of Operations
Results of Operations, page 78
1. Where you describe two
or more business reasons that contributed to a material change in
a financial statement
line item between periods, please quantify, where possible, the extent
to which each change
contributed to the overall change in that line item. In addition,
where you identify
intermediate causes of changes in your operating results, also describe
the reasons underlying
the intermediate causes. As an example, you disclose on page 79
that revenues increased
in fiscal 2022 due to an increase in IC units sold and revenues
relating to AEC cables
that were introduced in fiscal 2021. Please quantify the extent to
which the overall
change is attributable to each identified factor and explain in reasonable
detail the reasons
driving fluctuations in each factor. Refer to Item 303(a) of Regulation
S-K and SEC Release No.
33-8350.
Daniel Flemin
Credo Technology Group Holding Ltd
February 15, 2023
Page 2
Liquidity and Capital Resources, page 80
2. Please provide a more informative analysis and discussion of changes
in cash flows,
including changes in working capital components, for each period
presented. In doing so,
explain the underlying reasons and implications of material changes
between periods to
provide investors with an understanding of trends and variability in
cash flows. Ensure
your discussion and analysis is not merely a recitation of changes
evident from the
financial statements. Refer to Item 303(a) of Regulation S-K and SEC
Release No. 33-
8350.
Financial Statements
Notes to Consolidated Financial Statements
2. Significant Accounting Policies
Revenue Recognition , page 96
3. Your disclosure on page 97 indicates that your IP License Revenue
consists of perpetual
licenses, support and maintenance, and royalties. While you identify
when revenue is
recognized for customer support and royalties, you do not disclose
when revenue is
recognized for perpetual licenses granted. Please identify for us and
disclose, pursuant to
ASC 606-10-50-12, the specific performance obligations of your IP
License revenue
stream and when you satisfy such performance obligations. In doing so,
tell us how you
applied ASC 606-10-55-54 through -65B in determining your accounting
treatment.
Exhibits 31.1 and 31.2, page 1
4. We note that Exhibits 31.1 and 31.2 are incomplete, as they omit
paragraph 4(c) of Item
601(b)(31) of Regulation S-K. Please amend your filing to include
corrected
certifications.
In closing, 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.
You may contact Heather Clark at 202-551-3624 or Andrew Blume at
202-551-3254 with
any questions.
FirstName LastNameDaniel Flemin Sincerely,
Comapany NameCredo Technology Group Holding Ltd
Division of
Corporation Finance
February 15, 2023 Page 2 Office of
Manufacturing
FirstName LastName