November 21, 2024

Chi Kin Kelvin Yeung
Chief Executive Officer
Phoenix Asia Holdings Limited
Workshop B14, 8/F, Block B
Tonic Industrial Center, 19 Lam Hing Street
Kowloon Bay, Hong Kong

       Re: Phoenix Asia Holdings Limited
           Draft Registration Statement on Form F-1
           Submitted October 25, 2024
           CIK No. 0002035709
Dear Chi Kin Kelvin Yeung:

       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
Prospectus Summary, page 1

1.     Please revise the summary to disclose clearly that trading in your
securities may be
       prohibited under the Holding Foreign Companies Accountable Act, as
amended by the
       Consolidated Appropriations Act, 2023, and related regulations if the
PCAOB
       determines that it cannot inspect or investigate completely your auditor
for a period of
       two consecutive years, and that as a result an exchange may determine to
delist your
       securities.
 November 21, 2024
Page 2

Risk Factors Summary, page 4

2.     Please revise your summary risk factor disclosure to specifically
discuss risks arising
       from the legal system in China and Hong Kong, including risks and
uncertainties
       regarding the enforcement of laws. For example, revise to discuss more
specifically
       the limitations on investors being able to effect service of process and
enforce civil
       liabilities in China and Hong Kong, lack of reciprocity, and cost and
time constraints.
Use of Proceeds, page 43

3.     We note your disclosure that if business conditions change, we may use
the proceeds
       of this offering differently than as described in this registration
statement. Please
       clarify what changes in business conditions would result in a change in
the use of
       proceeds.
Management's Discussion and Analysis
Cost of Revenue, page 53

4.     We note your statement that the increase in cost of revenue was
generally in line with
       the increase in revenue; however, your subcontracting costs and material
costs appear
       to have increased substantially more than your revenue. Where you
identify material
       changes in cost of sales revise to explain clearly the reasons for the
changes.
Business , page 64

5.     Please describe your public and private section projects in greater
detail. For example,
       disclose the type of projects and the expected completion date for your
material
       projects and any material risks associated with these projects.
6.     We note your references in the MD&A, Use of Proceeds and other sections
of your
       disclosure to developing and maintaining awareness of your brand. Please
describe
       clearly the brand you are referencing in these disclosures.
       Please contact Howard Efron at 202-551-3439 or Isaac Esquivel at
202-551-3395 if
you have questions regarding comments on the financial statements and related
matters. Please contact Ruairi Regan at 202-551-3269 or Brigitte Lippmann at
202-551-3713
with any other questions.



                                                            Sincerely,

                                                            Division of
Corporation Finance
                                                            Office of Real
Estate & Construction
cc:   Clement Au, Esq.