United States securities and exchange commission logo
December 7, 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. 5 to
Draft Registration
Statement on Form S-1
Submitted December
3, 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. 5 to Draft Registration Statement
Risk Factors
Although the audit report included in this prospectus is issued by an
independent registered
public accounting firm . . ., page 41
1. Please revise the final
sentence of the first paragraph under this caption to remove the
words "without
restriction."
William Brennan
FirstName LastNameWilliam Brennan
Credo Technology Group Holding Ltd
Comapany7,
December NameCredo
2021 Technology Group Holding Ltd
December
Page 2 7, 2021 Page 2
FirstName LastName
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,
Division of Corporation
Finance
Office of Manufacturing
cc: Alan Denenberg