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                              November 8, 2023

       Fareed Aljawhari
       Chief Executive Officer
       Micropolis Holding Company
       Warehouse 1, Dar Alkhaleej Building
       Dubai Production City, Dubai, UAE

                                                        Re: Micropolis Holding
Company
                                                            Draft Registration
Statement on Form F-1
                                                            Submitted October
16, 2023
                                                            CIK No. 0001993431

       Dear Fareed Aljawhari:

                                                        We have reviewed your
draft registration statement and have the following comments.

              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 a comment applies 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 this
letter and your amended
       draft registration statement or filed registration statement, we may
have additional comments.

       Draft Registration Statement on Form F-1 submitted October 16, 2023

       General

   1.                                                   Please revise, in the
appropriate section, to provide the information required by Item 3.B
                                                        of Form 20-F regarding
indebtedness.
   2.                                                   We note your disclosure
regarding partnerships with QSS Robotics and the Dubai
                                                        Police. Please
elaborate on these partnerships and disclose the material terms of
                                                        these partnerships,
include each parties' rights and obligations, the duration of the
                                                        partnerships, and the
termination provisions. Please file any material agreements as
                                                        exhibits in a future
amendment. Refer to Item 601(b)(10) of Regulation S-K.
 Fareed Aljawhari
FirstName
Micropolis LastNameFareed Aljawhari
           Holding Company
Comapany 8,
November   NameMicropolis
              2023        Holding Company
November
Page 2     8, 2023 Page 2
FirstName LastName
Cover Page

3.       Please revise the cover page to provide a cross-reference to the risk
factors section,
         including the page number where it appears in the prospectus. Refer to
Item 501(b)(5) of
         Regulation S-K.
4.       Please revise footnote two to disclose the price at which the
underwriters' warrants will
         be exercisable and that they may be exercised immediately on a
cashless basis.
Summary Risk Factors, page 6

5.       We note the inclusion of a bulleted summary of the principal risk
factors. Please amend
         the summary of principal risk factors so that it is no more than two
pages. Refer to Item
         105(b) of Regulation S-K.
Implications of Being an "Emerging Growth Company" and a "Foreign Private
Issuer"
Emerging Growth Company, page 10

6.       On page 11, you disclose that given that you currently report and
expect to continue to
         report under U.S. GAAP, you have irrevocably elected not to avail
yourselves of
         the extended transition period and, as a result, you will adopt new or
revised accounting
         standards on the relevant dates on which adoption of such standards is
required by the
         IASB. However, we note that your financial statements included in the
filing were
         prepared in conformity with the International Financial Reporting
Standards as issued by
         the International Accounting Standards Board rather than U.S. GAAP.
Please note that the
         term    new or revised financial accounting standards    refers to any
update issued by the
         FASB to its Accounting Standards Codification after April 5, 2012, the
date of the
         enactment of the JOBS Act. Please revise your disclosure to correct
this inconsistency. In
         addition, please tell us what consideration you gave to revising your
risk factor on pages
         31-32 regarding your plan to comply with any new or revised financial
accounting
         standards.
Presentation of Financial and Other Information, page 12

7.       We note your disclosure that unless otherwise indicated, all financial
information
         contained in this prospectus is prepared and presented in accordance
with U.S. GAAP and
         also, that unless otherwise indicated, all references to currency
amounts in this prospectus
         are in USD. In light of the fact that it appears your audited
financial statements are
         presented in accordance with IFRS and are presented in your reporting
currency of the
         AED, please revise this inconsistency on page 12.
 Fareed Aljawhari
FirstName
Micropolis LastNameFareed Aljawhari
           Holding Company
Comapany 8,
November   NameMicropolis
              2023        Holding Company
November
Page 3     8, 2023 Page 3
FirstName LastName
Summary Financial Information, page 14

8.       We note that your Summary Financial Information presented beginning on
page 14, as
         well as your Selected Combined Financial and Operating Data beginning
on page 41,
         include a column for both 2022 and 2021 amounts in US Dollars. Please
note that dollar
         equivalent or convenience translations are generally not permitted,
except that a
         convenience translation may be presented only for the most recent
fiscal year and any
         subsequent interim period. Translation should be made at the exchange
rate on the balance
         sheet date or most recent date practicable, if materially different.
The rate used for the
         convenience translation should generally be the rate that the issuer
would use if dividends
         were to be paid in U.S. dollars.
Risk Factors, page 17

9.       We note your disclosure that this section describes some of the
significant risks known to
         you now. Please revise to state that you have described the material
risks known to you.
         Refer to Item 105 of Regulation S-K.
We may not exclusively own 100% of all intellectual property and
technologies..., page 20

10.      We note your disclosure that you may not exclusively own 100% of all
intellectual
         property that you develop. Please revise to address your current
arrangements and clearly
         state whether you own 100% of your intellectual property and related
technologies.
Special Note Regarding Forward-Looking Statements, page 36

11.      We note your statement that you have not independently verified the
statistical data and
         estimates obtained from industry publications contained in your
prospectus. This
         statement may imply an inappropriate disclaimer of responsibility with
respect to such
         information. Please either delete this statement or specifically state
that you are liable for
         such information.
Use of Proceeds, page 37

12.      We note your disclosure on page 47 that certain amounts are due to be
"paid back post-
         IPO" to Diamond Developer Co. Limited and Mr. Fares Mohd Said Mustafa
Abubaker. If
         a portion of the proceeds are to be used to reduce or discharge
indebtedness, please revise
         to describe the interest rate and maturity of such indebtedness. Refer
to Item 3.C.4 of
         Form 20-F.
 Fareed Aljawhari
FirstName
Micropolis LastNameFareed Aljawhari
           Holding Company
Comapany 8,
November   NameMicropolis
              2023        Holding Company
November
Page 4     8, 2023 Page 4
FirstName LastName
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Liquidity and Capital Resources, page 47

13.      Please discuss your ability to generate and obtain adequate amounts of
cash to meet your
         requirements and plans for cash in the short-term (i.e. the next 12
months) and plans for
         cash in the long-term (i.e., beyond the next 12 months). Refer to Item
5.B of Form 20-F.
Business, page 54

14.      We note a portion of the proceeds will be used for marketing and
public relations. Please
         revise to provide a description of the marketing channels used by the
company. Refer to
         Item 4.B.5 of Form 20-F.
Our Major Suppliers, page 73

15.      We note you entered into a professional services agreement with
Siemens. Please revise to
         disclose all of the material terms of the agreement, including the
duration and termination
         provisions.
Related Party Transactions, page 91

16.      We note multiple loans and amounts due to related parties. Please
revise to disclose the
         interest rates and maturity dates of such loans.
Description of Share Capital and Governing Documents, page 92

17.      Please disclose the portion of each class of securities held in the
United States and the
         number of record holders in the United States. Refer to Item 7.A.2 of
Form 20-F.
Financial Statements
Balance Sheets, page F-3

18.      You indicate that the financial statements were authorized for issue
on April 26, 2023 by
         your General Manager. However, we note that your auditor's report on
page F-2 was dated
         October 11, 2023. Please help us understand how your financial
statements were
         authorized for issue prior to the audit report date. Please advise or
revise accordingly.
Statements of Comprehensive Income, page F-4

19.      Please revise to include disclosure of earnings per share as required
by paragraph 66 of
         IAS 33 and Item 5-03(b)(25) of Regulation S-X. Also, we note from your
disclosure in
         Note 2 that you have issued 100 shares of common stock. However, your
disclosure
         of principal shareholders on page 90 indicates that there are more
than 29 million shares
         issued prior to the offering and footnote disclosure refers to a
reorganization of your
         ordinary shares. Please explain to us, and revise your disclosure
within the notes to the
         financial statements and elsewhere to explain the nature of this
reorganization and how it
         has been reflected in your financial statements.
 Fareed Aljawhari
Micropolis Holding Company
November 8, 2023
Page 5

       Please contact Ernest Greene at 202-551-3733 or Claire Erlanger at
202-551-3301 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Patrick Fullem at 202-551-8337 or Erin Purnell at 202-551-3454 with any
other
questions.



                                                          Sincerely,
FirstName LastNameFareed Aljawhari
                                                          Division of
Corporation Finance
Comapany NameMicropolis Holding Company
                                                          Office of
Manufacturing
November 8, 2023 Page 5
cc:       Lawrence Venick
FirstName LastName