SEC – ‘UPLOAD’ from 2/2/22 re: Primech Holdings Ltd. – ‘TEXT-EXTRACT’

On:  Wednesday, 2/2/22, at 11:30am ET   ·   Delayed-Release:  Filing ¶  –  Release Delayed   ·   Accession #:  0-22-1325

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Comment or Other Letter from the SEC   —   Delayed-Release

Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: LETTER      Comment or Other Letter from the SEC                 PDF     42K 
 2: TEXT-EXTRACT  Comment or Other Letter from the SEC - PDF's         4±    14K 
                Text                                                             

‘TEXT-EXTRACT’   —   Comment or Other Letter from the SEC – PDF’s Text

United States securities and exchange commission logo                           

February 2, 2022      

Ken Ho                                                            
Chairman                                                          
Primech Holdings Pte. Ltd.                                        
23 Ubi Crescent                                                   
Singapore 408579                                                  

                                                    Re: Primech Holdings
Pte. Ltd.                                                                       
                                                          Amendment No. 1 to
Draft Registration Statement on Form F-1                                        
                                                         Submitted January
18, 2022                                                                        
                                                          CIK No. 0001891944

Dear Mr. Ho:                                                      

        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. 1 to Draft Registration Statement on Form F-1 submitted
January 18, 2022                                                                

Use of Proceeds, page 40                                          

1.                                                   To the extent the    
proceeds listed in this section are not sufficient to fund all of the           
                                                  proposed purposes,
please indicate the order of priority of such purposes, as well as the          
                                                      amount and sources for
the other funds needed. Please also indicate the status of your                 
                                                      planned investments in
companies in the EV charging business, including whether you                    
                                                    have identified such
companies and whether you intend act as a minority investor or your             
                                                    intent is to acquire
and operate these companies. See Item 3.C. of Form 20-F.                        
 2.                                                   You note that you will
use proceeds to establish a team to build your own "internet of                 
                                              things system,
software, and robots." However, we do not see discussion of these plans         
                                                elsewhere in the
prospectus, particularly with respect to the internet of things. Please         
Ken Ho                                                                        
FirstName LastNameKen                                                           
Primech Holdings Pte. Ltd.Ho                                                    
Comapany2,NamePrimech                                                           
February   2022          Holdings Pte. Ltd.                                     
February                                                                        
Page 2 2, 2022 Page 2                                                           
FirstName LastName                                                              
        expand upon your plans to build such items, the use of such items, and
the current status                                                              
of development.                                               
Our Contracts and Portfolio, page 71                                            

3.       You note that revenue from Changi Airport was approximately $5.2       
million in FY 2020,                                                             
       but under your current contract you expect to generate US$2.0 million
"on a yearly                                                                    
      basis." Please indicate whether the US$2.0 million is the amount you
expect to generate                                                              
      in FY 2021. Please also explain the decrease from FY 2020 to FY 2021
given that                                                                      
       COVID-19 was prevalent in both 2020 and 2021. Please indicate whether
you have any                                                                    
        indication as to the renewal of your contract with the Changi Airport,
as we note that the                                                             
       contracts currently extend only through October 31, 2022 and February
28, 2023. To the                                                                
       extent that renewal is uncertain, please revise here and elsewhere as
appropriate to explain                                                          
        the impact on your financial condition if the contract is not renewed.
Financial Statements, page F-1                                                  

4.       Please update your financial statements in accordance with Item 8.A.5  
of Form 20-F.                                                                   
Combined Statements of Changes in Shareholders' Equity, page F-5                

5.       We have reviewed your response to comment 4 noting the dividends       
declared to the                                                                 
        parent company were primarily to offset amounts due to the parent from
the respective                                                                  
  subsidiaries. Please tell us how the amount of the dividends was
determined and whether                                                          
      you were obligated to pay these dividends pursuant to agreement with
the subsidiaries. In                                                            
       addition, please tell us how you considered the guidance in SAB Topic
1:B.3.                                                                          
General                                                                         

6.       Please revise throughout your prospectus to clarify your current       
involvement in, and plans                                                       
        for entering, the EV charging business. For example, where you discuss
your                                                                            
  participation in a consortium that was awarded a pilot tender to
develop and operate EV                                                          
   charging infrastructure in 150 car parks, please explain how this
relates to your current                                                         
     services business, if at all. In particular, please explain what it
means that you are                                                              
      providing input on "areas that our current projects are located," as
it is unclear what                                                              
 current projects you are referring to. Please also explain your
reference to your EV fleet,                                                     
        as it is unclear if this relates to vehicles or instead to the ride-on
machines and                                                                    
      autonomous cleaning machines referenced on page 63. To the extent it
does not relate to                                                              
       vehicles, please explain how you plan to integrate your EV fleet into
this EV charging                                                                
     infrastructure. Please also disclose the timeline for this project,
the expected benefits or                                                        
       obligations, and any amount that you have to pay to the government or
other parties in                                                                
    relation to this project. Please also file any agreements with the
members of the                                                                  
    consortium as exhibits to the registration statement, or otherwise
tell us why you are not                                                         
required to do so.                                            
Ken Ho                                                                        
Primech Holdings Pte. Ltd.                                                      
February 2, 2022                                                                
Page 3                                                                          

You may contact Tony Watson at 202-551-3318 or Angela Lumley at   
202-551-3398 if                                                                 
you have questions regarding comments on the financial statements and related   
matters. Please                                                                 
contact Ryan Lichtenfels at 202-551-6001 or Erin Jaskot at 202-551-3442 with    
any other                                                                       
questions.                                                                      

                                              Sincerely,
FirstName LastNameKen Ho                                                        
                                               Division of
Corporation Finance                                                             
Comapany NamePrimech Holdings Pte. Ltd.                                         
                                                     Office of Trade &
Services                                                                        
February 2, 2022 Page 3                                                         
cc:       Lawrence Venick                                                       
FirstName LastName                                                              

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘UPLOAD’ Filing		Date		Other Filings
		2/28/23		UPLOAD
		10/31/22		UPLOAD
Filed on:		2/2/22		UPLOAD
		1/18/22		DRS/A,  DRSLTR,  UPLOAD
				List all Filings

1 Previous Filing that this Filing References

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

11/24/21  Primech Holdings Ltd.             DRS¶        3/31/22    2:7.7M                                   EdgarAgents LLC/FA