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United States securities and exchange commission logo





                             December 18, 2023

       Fui Chu Lo
       Chief Financial Officer
       iOThree Limited
       140 Paya Lebar Road #07-02
       AZ @ Paya Lebar
       Singapore 409015

                                                        Re: iOThree Limited
                                                            Amendment No 1 to
Draft Registration Statement on Form F-1
                                                            Filed December 6,
2023
                                                            File No: 377-06926

       Dear Fui Chu Lo:

            We have reviewed your amended 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. Unless we note otherwise, any references to prior comments are
to comments in our
       November 16, 2023 letter.

       Amendment No. 1 to Draft Registration Statement on Form F-1

       Risk Factors
       Our estimates, including market opportunity estimates and market growth
forecasts...., page 16

   1.                                                   We note your revised
disclosure in response to prior comment 6 that investors    should not
                                                        place undue reliance on
these forward-looking statements." These statements continue to
                                                        imply a disclaimer of
responsibility for information in the registration statement. Please
                                                        either revise this risk
factor and your disclosure under Market and Industry Data or
                                                        specifically state that
you are liable for all information in the registration statement.
 Fui Chu Lo
FirstName LastNameFui Chu Lo
iOThree Limited
Comapany18,
December  NameiOThree
              2023       Limited
December
Page 2    18, 2023 Page 2
FirstName LastName
Management
Compensation of Directors and Executive Officers, page 90

2.       Please disclose the compensation of your executive officers. If no
compensation was
         awarded in the last fiscal year, please clearly state so. See Item
6.B. of Form 20-F.
Report of Independent Registered Public Accounting Firm, page F-2

3.       Please revise to include a report that is appropriately dated. Refer
to Rule 2-02 of
         Regulation S-X.
Consolidated Statements of Operations and Comprehensive Income, page F-4

4.       We note from your disclosure on page F-19 that sales and lease of
satellite
         network equipment, device and services accounted for approximately 18
and 25 percent of
         total revenue in 2023 and 2022, respectively. Please tell us the
amount of revenue
         generated from the sale of products for each period presented. To the
extent it exceeded
         10 percent of total revenue, revise to separately present revenue and
related costs of
         revenue from products and services. Refer to Rule 5-03(b)(1) and (2)
of Regulation S-X.
Notes to Consolidated Financial Statements
Note - 2 Summary of Significant Accounting Policies
Intangible asset, page F-9

5.       We note in your response to prior comment 20 that the perpetual system
licenses consist
         of costs incurred in developing your JARVISS digital platform. Since
you provide
         customers access to this platform through hosting arrangements or
service contracts, it
         would appear the guidance in ASC 350-40 applies in accounting for
costs incurred to
         develop the platform software. Please tell us how you considered
350-40-25 in
         determining the stages of the project and whether costs were
capitalized or expensed
         throughout. Further, tell us how ASC 350-40-35-4 through 35-6 was
considered, which
         indicates that these costs shall be amortized over an estimated useful
life, which often is
         relatively short, beginning when the software is ready for its
intended use. As it appears,
         the software was ready for its intended use when launched in early
2022, revise your
         policy and accounting accordingly.
Income Taxes, page F-14

6.       We note your revised disclosure regarding unrecognized deferred assets
and liabilities in
         response to prior comment 24. We also note in your disclosures that
you explain deferred
         tax assets and liabilities are recognized for the future tax
consequences attributable to
         differences between the financial statement carrying amounts of
existing assets and
         liabilities and their respective tax basis. As previously requested,
please revise your
         disclosures on page F-27 to include the components of net deferred tax
liabilities and
         assets recognized as of March 31, 2023 and 2022, as well as the other
required disclosures
 Fui Chu Lo
iOThree Limited
December 18, 2023
Page 3
      as specified in ASC 740-10-50-2 through 50-6. If you have not recognized
deferred tax
      assets or liabilities explain to us why no such differences exist and
revise your disclosures
      accordingly.
Note - 6 Accounts Receivable, page F-21

7.    We note your revise disclosure in response to prior comment 21. Please
further revise to
      clarify, if true, that such amounts will be recognized as revenue in the
time periods listed.
       Please contact Melissa Kindelan at 202-551-3564 or Chris Dietz at
202-551-3408 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Uwem Bassey at 202-551-3433 or Jan Woo at 202-551-3453 with any other
questions.



                                                             Sincerely,
FirstName LastNameFui Chu Lo
                                                             Division of
Corporation Finance
Comapany NameiOThree Limited
                                                             Office of
Technology
December 18, 2023 Page 3
cc:       Marc J. Adesso
FirstName LastName
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