VIA EDGAR
January 26, 2024
U.S. Securities and Exchange Commission
Division of Corporate Finance
100 F Street, N.E.
Washington, D.C. 20549
| Re: | PSI Group Holdings Ltd |
| Request for Withdrawal of Registration Statement on Form F-1 | |
| File No. 333-270168 |
Ladies and Gentlemen:
On March 1, 2023, PSI Group Holdings Ltd (the “Company”), a Cayman Islands company, filed a Registration Statement on Form F-1 (File No. 333-270168) (together with the exhibits and supplements thereto, the “Registration Statement”) under the Securities Act of 1933, as amended (the “Securities Act”), with the Securities and Exchange Commission (the “Commission”) for the registration of the Company’s ordinary shares in connection with its proposed initial public offering. The Registration Statement has not been declared effective and no securities covered by the Registration Statement have been sold.
Pursuant to Rule 477 under the Securities Act, the Company hereby requests that the Commission consent to the withdrawal of the Registration Statement.
In accordance with Rule 457(p) under the Securities Act, the Company requests that all fees paid to the Commission in connection with the filing of the Registration Statement be credited to the Company’s account to be offset against the filing fee for any future registration statement of the Company or an affiliate thereof.
If you have questions regarding this request, please contact the Company’s legal counsel, Will H. Cai, Esq., of Cooley LLP, at +852-3758-1210 or via email at wcai@cooley.com. Thank you for your assistance with this matter.
Sincerely,
PSI Group Holdings Ltd
| /s/ Hok Wai Alex, KO | |
| Hok Wai Alex, KO | |
| Chief Executive Officer and Director |