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May 9, 2023
Ben Lee
Chief Executive Officer
Movella Holdings Inc.
3535 Executive Terminal Drive, Suite 110
Henderson, Nevada 89052
Re:Movella Holdings Inc.
Registration Statement on Form S-1
Filed April 26, 2023
File No. 333-271458
Dear Ben Lee:
            We have limited our review of your registration statement to those issues we have
addressed in our 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-1
Cover Page
1.For each of the shares and warrants being registered for resale, disclose the price that the
selling stockholders paid for such shares and warrants.
2.Please disclose the likelihood that warrant holders will not exercise their warrants. Provide
similar disclosure in the prospectus summary, risk factors, MD&A and use of proceeds
section and disclose that cash proceeds associated with the exercises of the warrants are
dependent on the stock price. As applicable, describe the impact on your liquidity and
update the discussion on the ability of your company to fund your operations on a
prospective basis with your current cash on hand.

 FirstName LastNameBen Lee
 Comapany NameMovella Holdings Inc.
 May 9, 2023 Page 2
 FirstName LastName
Ben Lee
Movella Holdings Inc.
May 9, 2023
Page 2
3.We note the significant number of redemptions of your then-outstanding Class A ordinary
shares in connection with your business combination and that the shares being registered
for resale will constitute a considerable percentage of your public float. Highlight the
significant negative impact sales of shares on this registration statement could have on the
public trading price of your common stock.
Risk Factors
Sales of a substantial number of our shares..., page 51
4.Please discuss the negative pressure potential sales of shares pursuant to this registration
statement could have on the public trading price of the common stock. To illustrate this
risk, disclose that even though the current trading price is significantly below the SPAC
IPO price, the private investors have an incentive to sell because they will still profit on
sales because of the lower price that they purchased their shares than the public investors.
Management's Discussion and Analysis of Financial Condition and Results of Operations, page
92
5.In light of the significant number of redemptions and the unlikelihood that the company
will receive significant proceeds from exercises of the warrants because of the disparity
between the exercise price of the warrants and the current trading price of your common
stock, expand your discussion of capital resources to address any changes in the
company’s liquidity position since the business combination. If the company is likely to
have to seek additional capital, discuss the effect of this offering on the company’s ability
to raise additional capital.
General
6.Revise your prospectus to disclose the price that each selling stockholder paid for the
shares of common stock being registered for resale. Highlight any differences in the
current trading price, the prices that the selling stockholders acquired their shares and
warrants, and the price that the public stockholders acquired their shares and warrants.
Disclose that while the other selling stockholders may experience a positive rate of return
based on the current trading price, the public stockholders may not experience a similar
rate of return on the securities they purchased due to differences in the purchase prices and
the current trading price. Please also disclose the potential profit the selling stockholders
will earn based on the current trading price. Lastly, please include appropriate risk factor
disclosure.
            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 Rule 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.

 FirstName LastNameBen Lee
 Comapany NameMovella Holdings Inc.
 May 9, 2023 Page 3
 FirstName LastName
Ben Lee
Movella Holdings Inc.
May 9, 2023
Page 3
            Please contact Marion Graham, Staff Attorney, at 202-551-6521 or Jeff Kauten, Staff
Attorney, at 202-551-3447 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Technology