TEXT-EXTRACT 2 filename2.txt United States securities and exchange commission logo August 28, 2023 Spencer Collins Chief Legal Officer Arm Holdings Limited 110 Fulbourn Road Cambridge CB1 9NJ United Kingdom Re: Arm Holdings Limited Registration Statement on Form F-1 Filed August 21, 2023 File No. 333-274120 Dear Spencer Collins: We have reviewed your amended 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 amending your registration statement and providing the requested information. 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 any amendment to your registration statement and the information you provide in response to these comments, we may have additional comments. Form F-1 filed August 21, 2023 Capitalization, page 84 1. We note that the table presents your cash and cash equivalents and capitalization as of June 30, 2023. Please remove the cash and cash equivalents from your total capitalization amounts, as cash and cash equivalents are not part of your capitalization, and include bold or double underlines and additional spacing following the cash and cash equivalents amounts to highlight to investors that the two amounts are separate. Spencer Collins FirstName LastNameSpencer Collins Arm Holdings Limited Comapany August 28, NameArm 2023 Holdings Limited August Page 2 28, 2023 Page 2 FirstName LastName You may contact Heather Clark at 202-551-3624 or Martin James at 202-551-3671 if you have questions regarding comments on the financial statements and related matters. Please contact Jenny O'Shanick at 202-551-8005 or Erin Purnell at 202-551-3454 with any other questions. Sincerely, Division of Corporation Finance Office of Manufacturing cc: Justin Salon