SecProbe.io

CORRESP
1
filename1.htm

    SIDLEY
    AUSTIN

    39/F,
    TWO INT’L FINANCE CENTRE

    CENTRAL,
    HONG KONG

    +852
    2509 7888

    +852
    2509 3110 FAX

    AMERICA
    ● ASIA PACIFIC ● EUROPE

    Meng
    Ding

    To
    Call Writer Directly

    +852
    2509 7858

    meng.ding@sidley.com

March
27, 2024

CONFIDENTIAL

Joseph
Kempf

Robert
Littlepage

Matthew
Crispino

Larry
Spirgel

Office
of Technology

Division
of Corporation Finance

Securities
and Exchange Commission

100
F Street, N.E.

Washington,
D.C. 20549

    Re:
    IMMRSIV Inc

    Amendment No. 8 to Registration Statement on Form
    F-1

    Filed March 25, 2024

    File No. 333-269055

Dear
Mr. Kempf, Mr. Littlepage, Mr. Crispino and Mr. Spirgel,

On
behalf of our client, IMMRSIV Inc (the “Company”), a foreign private issuer incorporated under the laws of
the Cayman Islands, we are submitting to the staff (the “Staff”) of the Securities and Exchange Commission
(the “Commission”) this letter setting forth the Company’s responses to the comments contained in the
Staff’s letter dated March 26, 2024 regarding the Company’s Amendment No. 8 to the Registration Statement on Form F-1 publicly
filed on March 25, 2024 (the “Amendment No. 8 to the Registration Statement on Form F-1”) relating to a proposed
initial public offering of the Company’s Class A Ordinary Shares in the United States. Concurrently with the submission of this
letter, the Company is submitting its revised registration statement on Form F-1 (the “Amendment No. 9 to the Registration
Statement”) via EDGAR to the Commission for review in accordance with the procedures of the Commission.

The
Company has responded to all of the Staff’s comments by revising the Registration Statement on Form F-1 to address the comments,
and by providing an explanation if the Company has not so revised the Amendment No. 8 to the Registration Statement on Form F-1. The
Staff’s comments are repeated below in bold and followed by the Company’s response. Terms used but not otherwise defined
herein have the meanings set forth in the Amendment No. 9 to the Registration Statement.

Partners
| Constance Choy H.M., Desmond Ang C.K., (Stephanie) Chan C. M., (Christopher) Cheng C.H., Meng Ding, Dominic D. James, (Sherlyn)
Lau S.Y., David K. Lee,

Olivia
Ngan S.M., (Raymond) Oh C.H., Yuet Ming Tham, (Friven) Yeoh K.H., Claudia Yu K.W., Yan Zhang

Registered
Foreign Lawyers | Gordon H. I. Davidson (England and Wales)*, Lei Li (New York)*, (Carrie) Li J. (New York)*, G. Matthew Sheridan
(New York)*,

Effie
Vasilopoulos (New South Wales)*, (Renee) Xiong Y. (New York)*, Liming Xu (New York)

Consultants
| Hon Au Yeung, Huberta Chow X.L., (Winnie) Mak T.M.,

Douglas
Tsang C.L., (Eva) Tsui Y.W, Alan Wong C.K., Felicity Wong K.Y., Holly Yeung S.M., Iris Yuen L.S.

*
Partner of Sidley Austin Holding LLP (a Delaware Limited Liability Partnership)

Page
2

Amendment
No. 8 to Form F-1 filed March 25, 2024

Recent
Developments, page 5

    1.
    Please file as an exhibit
    your new framework agreement with the Singapore Ministry of Defence for the LEARNet project or tell us why you believe you are not
    required to do so. Refer to Item 8 of Form F-1.

The
new framework agreement with the Singapore government for the LEARNet project contains confidentiality provisions that prohibit the Company
from disclosing any information relating to the agreement to any third party without the written consent of the Singapore government.
The Company has sought to obtain consent from the Singapore government to file the new framework agreement as an exhibit to its registration
statement, and has received a reply from the Singapore government that it is unable to accede to the request due to the nature of
the work involved.

Dilution,
page 38

    2.
    Complete the disclosure
    under Dilution and provide any missing information elsewhere in your filing such as under Use of Proceeds, in a pre-effective amendment
    to your Form F-1.

In
response to the Staff’s comment, the Company has revised the referenced disclosure on pages 9, 35 and 38 of the Amendment No.
9 to the Registration Statement.

***

Page
3

If
you have any questions regarding the Amendment No. 9 to the Registration Statement, please contact me at meng.ding@sidley.com, +852 2509
7858 (work) or +852 6461 4000 (cell).

Thank
you for your time and attention.

    Very
    truly yours,

    /s/
    Meng Ding

    Meng
    Ding

Enclosure

    c.c.
    Png
    Bee Hin, Chairman of the Board and Chief Executive Officer

    Ahmed
    Mohidin, Partner, Kreit & Chiu CPA LLP

    Fang
    Liu, Esq., Partner, VCL Law LLP