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                             September 7, 2023

       Spencer Collins
       Chief Legal Officer
       Arm Holdings plc
       110 Fulbourn Road
       Cambridge CB1 9NJ
       United Kingdom

                                                        Re: Arm Holdings plc
                                                            Amendment No. 2 to
                                                            Registration
Statement on Form F-1
                                                            Filed September 5,
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.

       Amendment No. 2 to Form F-1 filed September 5, 2023

       Part II
       Information Not Required in Prospectus
       Item 8. Exhibits and Financial Statement Schedules
       Exhibit 5.1 - Opinion of Morrison & Foerster (UK) LLP, page II-2

   1.                                                   We note the statement
that the opinion relates to the sale of American Depositary Shares.
                                                         Please have counsel
provide a revised opinion that states the number of shares to be
                                                        offered, including the
underwriters    overallotment amount. Further, please remove
                                                        assumption 5.9. Counsel
may not assume that the registrant is not in bankruptcy. Finally,
                                                        please revise to
expressly consent to the reference to the counsel   s firm under the caption
 Spencer Collins
Arm Holdings plc
September 7, 2023
Page 2
         Legal Matters    in the prospectus. Refer to Sections II.A.1. and
II.B.3.a of Staff Legal
      Bulletin No. 19.
       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,
FirstName LastNameSpencer Collins
                                                           Division of
Corporation Finance
Comapany NameArm Holdings plc
                                                           Office of
Manufacturing
September 7, 2023 Page 2
cc:       Justin Salon
FirstName LastName