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                             January 19, 2021

       Mitchell Gaynor
       Chief Administration and Legal Officer
       Marvell Technology, Inc.
       1000 N. West Street, Suite 1200
       Wilmington, Delaware 19801

                                                        Re: Marvell Technology,
Inc.
                                                            Registration
Statement on Form S-4
                                                            Filed December 22,
2020
                                                            File No. 333-251606

       Dear Mr. Gaynor:

              We have reviewed your 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.

       Registration Statement on Form S-4

       Summary, page 18

   1.                                                   We note the use of
defined terms such Inphi Acquisition Proposal and Inphi Acquisition
                                                        Inquiry on pages 30-32,
and the cross reference to other sections of the document. Please
                                                        briefly explain in the
Summary section the meaning of these terms.
       HoldCo may be unable to realize anticipated cost synergies, page 41

   2.                                                   Please elaborate on the
nature of the synergies and quantify them if possible. Please also
                                                        quantify, if practical,
the substantial costs involved in the mergers.
 Mitchell Gaynor
FirstName  LastNameMitchell  Gaynor
Marvell Technology, Inc.
Comapany
January 19,NameMarvell
            2021         Technology, Inc.
January
Page 2 19, 2021 Page 2
FirstName LastName



The HoldCo Charter provides that the Court of Chancery of the State of
Delaware, page 47

3.       We note that your disclosure that your exclusive forum provision does
not apply to actions
         arising under the Exchange Act. Please ensure that the exclusive forum
provision in the
         governing documents states this clearly, or tell us how you will
inform investors in future
         filings that the provision does not apply to any actions arising under
the Exchange Act.
         We also note your exclusive forum provision designates the federal
district courts of the
         United States of America as the forum for any complaint asserting a
cause of action under
         the Securities Act. Please state that there is uncertainty as to
whether a court would
         enforce such provision. In that regard, we note that Section 22 of the
Securities Act
         creates concurrent jurisdiction for federal and state courts over all
suits brought to enforce
         any duty or liability created by the Securities Act or the rules and
regulations thereunder.
         Please ensure that the scope of your provision described on pages 47
and 204 are
         consistent with Article XI of your amended and restated certificate of
incorporation.
Background of the Mergers, page 88

4.       Please revise to disclose in greater detail the negotiations regarding
the amount of the
         termination fees.
5.       We note throughout this section that you reference potential synergies
discussed at various
         meetings. Please revise your disclosure throughout to describe the
particular synergies that
         were discussed at each meeting, including identifying the particular
synergies and benefits
         and quantifying them as appropriate.
6.       Please expand your disclosure regarding Inphi's discussions with
unsolicited third party,
         the three additional parties contacted by Qatalyst Partners in 2019,
and the third party
         contacted by Dr. Tamer in 2020. Please expand your disclosure to
discuss in greater detail
         these other potential parties, including their size and material
attributes, and the reasons
         they were not pursued.
Litigation Related to the Mergers, page 147

7.       We note that a complaint has been filed against Inphi in the Southern
District of New
         York. Please revise your disclosure to describe any litigation in
connection with the
         Mergers.
        We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.

       Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.
 Mitchell Gaynor
Marvell Technology, Inc.
January 19, 2021
Page 3

       You may contact Eiko Yaoita Pyles, Staff Accountant, at 202-551-3587 or
Jean Yu, Staff
Accountant, at 202-551-3305 if you have questions regarding comments on the
financial
statements and related matters. Please contact Asia Timmons-Pierce, Special
Counsel, at 202-
551-3754 or Anne Parker, Office Chief, at 202-551-3611 with any other
questions.



FirstName LastNameMitchell Gaynor                        Sincerely,
Comapany NameMarvell Technology, Inc.
                                                         Division of
Corporation Finance
January 19, 2021 Page 3                                  Office of
Manufacturing
FirstName LastName