Citigroup Global Markets Inc.
388 Greenwich Street
New York, NY 10013
U.S.A
Credit Suisse Securities (USA) LLC
Eleven Madison Avenue
New York, New York 10010
U.S.A.
J.P. Morgan Securities LLC
383 Madison Avenue
New York, New York 10179
U.S.A.
As representatives of the prospective underwriters
VIA EDGAR
January 15, 2020
Office of Real Estate & Construction
Division of Corporation Finance
U.S. Securities & Exchange Commission
100 F Street, NE
Washington, D.C. 20549
Attention: Ms. Sonia Barros, Esq.
Mr. Ronald E. Alper, Esq.
Ms. Folake Ayoola, Esq.
Mr. Wilson Lee
Mr. Eric McPhee
Re: Phoenix Tree Holdings Limited (the “Company”) (CIK No. 0001785154)
Registration Statement on Form F-1, as amended (Registration No. 333-234354)
Registration Statement on Form 8-A (Registration No. 001-39178)
Ladies and Gentlemen:
We hereby join the Company’s request for acceleration of the above-referenced Registration Statements, requesting effectiveness for 4:00 p.m., Eastern Daylight Time on January 16, 2020, or as soon thereafter as is practicable.
Pursuant to Rule 460 of the General Rules and Regulations promulgated under the Securities Act of 1933, as amended, we wish to advise you that between January 8, 2020 and the date hereof, approximately 1970 copies of the preliminary prospectus of the Company dated January 8, 2020 were distributed to prospective underwriters, dealers, institutional investors and others.
We have been advised by the prospective underwriters that they have complied and will continue to comply with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.
[Signature page follows]
| Very truly yours, | |
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| As representatives of the prospective underwriters | |
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| CITIGROUP GLOBAL MARKETS INC. | |
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| By: | /s/ Katherine Fang |
| Name: | Katherine Fang |
| Title: | Managing Director |
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| CREDIT SUISSE SECURITIES (USA) LLC | |
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| By: | /s/ Marc Bernstein |
| Name: | Marc Bernstein |
| Title: | Managing Director |
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| J.P. MORGAN SECURITIES LLC | |
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| By: | /s/ Lucy Wang |
| Name: | Lucy Wang |
| Title: | Executive Director |
[Underwriters Acceleration Request]