January 24, 2022
VIA EDGAR
U.S. Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
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| Attention: | Ms. Jennifer Angelini |
| | Mr. Perry Hindin |
| | Ms. Effie Simpson |
| | Mr. Martin James |
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| Re: | Credo Technology Group Holding Ltd |
| Registration Statement on Form S-1 |
| Registration No. 333-261982 |
Ladies and Gentlemen:
In accordance with Rule 461 under the Securities Act of 1933, as amended, we hereby request acceleration of the effective date of the Registration Statement on Form S-1 (File No. 333-261982) (the “Registration Statement”) of Credo Technology Group Holding Ltd (the “Company”). We respectfully request that the Registration Statement become effective as of 4:00 P.M. Eastern Time on January 26, 2022, or as soon as practicable thereafter, or at such other time as our legal counsel, Davis Polk & Wardwell LLP, may request by a telephone call to the staff of the U.S. Securities and Exchange Commission. Once the Registration Statement has been declared effective, please orally confirm that event with our counsel, Davis Polk & Wardwell LLP, by calling Alan F. Denenberg at (650) 752-2004.
[Signature page follows]
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| Very truly yours, |
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| Credo Technology Group Holding Ltd |
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| By: | | |
| /s/ William Brennan |
| Name: | William Brennan |
| Title: | President and Chief Executive Officer |
[Signature Page to Acceleration Request]
