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May 11, 2023
Mohanraj Ramasamy
Chief Executive Officer
SRIVARU Holding Ltd
2nd Floor, Regatta Office Park, West Bay Road
P.O. Box 10655
Grand Cayman, KY1-1006
Cayman Islands
Re:SRIVARU Holding Ltd
Draft Registration Statement on Form F-4
Submitted April 14, 2023
CIK No. 0001973368
Dear Mohanraj Ramasamy:
            We have reviewed your draft 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 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 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 the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Draft Registration Statement on Form F-4 Submitted April 14, 2023
Additional Information, page v
1.Please revise your disclosure to include a telephone number security holders can use to
make their oral request for additional information. In addition, we note that security
holders must request this information no later than five business days before the date
investors must make their investment decision. Please specify the date by which security
holders must request this information.

 FirstName LastNameMohanraj Ramasamy
 Comapany NameSRIVARU Holding Ltd
 May 11, 2023 Page 2
 FirstName LastName
Mohanraj Ramasamy
SRIVARU Holding Ltd
May 11, 2023
Page 2
Summary of the Material Terms of the Business Combination, page 11
2.Please revise this section to provide disclosure as to each section of Item 4 of Form F-4.
See Item 4 sections (a)(1)-(7), (b), and (c).
May MOBV or MOBV's Sponsor, directors, officers or advisors, or their affiliates, purchase
shares in connection with the Transactions, page 22
3.We note your disclosure that MOBV’s Sponsor, directors, officers, advisors or their
affiliates “may privately negotiate transactions to purchase shares prior to the Closing
from stockholders who would have otherwise elected to have their shares redeemed in
conjunction with a proxy solicitation." Please provide your analysis on how such potential
purchases would comply with Rule 14e-5.
Summary of the Proxy Statement/Prospectus, page 23
4.We note that you have listed SVM as a party to the business combination on p. 23.
However, we do not see SVM listed as a party in the Business Combination
Agreement attached to this registration statement as Annex A. Please advise and describe
any relevant agreements between SVM and SVH. In addition, please revise to state, if
true, that SVH is a holding company with no operations of its own.
5.We note that proxies may be solicited by mail, telephone, e-mail, or other electronic
correspondence. Please revise your disclosure in this section to include all the disclosures
required under Item 18 paragraphs (a)(1)-(7) of Form F-4.
The MOBV Special Meeting, page 26
6.Please revise your disclosure to include the voting procedures information required
pursuant to Item 21 of Schedule 14A.
Interests of MOBV's Directors and Officers in the Business Combination, page 27
7.Please quantify the aggregate dollar amount and describe the nature of what the sponsor
and its affiliates have at risk that depends on completion of a business combination.
Include the current value of securities held, loans extended, fees due, and out-of-pocket
expenses for which the sponsor and its affiliates are awaiting reimbursement. Provide
similar disclosure for the company’s officers and directors, if material.
8.Please clarify if the sponsor and its affiliates can earn a positive rate of return on their
investment, even if other SPAC shareholders experience a negative rate of return in the
post-business combination company.

 FirstName LastNameMohanraj Ramasamy
 Comapany NameSRIVARU Holding Ltd
 May 11, 2023 Page 3
 FirstName LastName
Mohanraj Ramasamy
SRIVARU Holding Ltd
May 11, 2023
Page 3
The Business Combination Agreement provides for the indemnification of..., page 27
9.Please revise to provide disclosure of Commission's position on indemnification for
Securities Act liabilities in the prospectus instead of in Part II. See Item 510 of Regulation
S-K and Item 9 of Form F-4.
Redemption Rights, page 28
10.Please revise this section to provide a cross-reference to page 32 of your registration
statement containing the tables that illustrate the potential impact of redemptions on the
per share value of the shares owned by non-redeeming MOBV shareholders.
11.We note that certain shareholders agreed to waive their redemption rights. Please describe
any consideration provided in exchange for this agreement.
Voting Power, Implied Ownership and Implied Share Values of SVH Upon Consummation of
the Business Combination, page 29
12.We note your disclosures in this section that are based on the assumption that "the dilutive
interests have been fully exercised." Please revise to disclose all possible sources and
extent of dilution that shareholders who elect not to redeem their shares may experience in
connection with the business combination. Provide disclosure of the impact of each
significant source of dilution, including the amount of equity held by founders,
convertible securities, including warrants retained by redeeming shareholders, at each of
the redemption levels detailed in your sensitivity analysis, including any needed
assumptions. Also add a corresponding risk factor to the Risk Factors section.
13.Please revise your disclosure to clearly state whether redeeming shareholders will be able
to retain their warrants. If they can, disclose whether shareholders can evaluate the value
of those warrants, and quantify the value of warrants, based on recent trading prices, that
may be retained by redeeming stockholders assuming maximum redemptions and identify
any material resulting risks.
SVH's Selected Historical Financial Information, page 36
14.Please revise to ensure amounts presented are consistent with those in your audited
financial statements.  For example, for the balance sheet data on page 36 you disclose that
all amounts are in USD in thousands, implying that total assets at March 31, 2022 is $1.1
billion.  Please revise accordingly.
Risk Factors, page 39
15.Please revise this section to add a risk factor to prominently highlight the material risks to
public warrant holders, including those arising from differences between private and
public warrants. Clarify whether recent common stock trading prices exceed the threshold
that would allow the company to redeem public warrants. Clearly explain the steps, if any,

 FirstName LastNameMohanraj Ramasamy
 Comapany NameSRIVARU Holding Ltd
 May 11, 2023 Page 4
 FirstName LastName
Mohanraj Ramasamy
SRIVARU Holding Ltd
May 11, 2023
Page 4
the company will take to notify all shareholders, including beneficial owners, regarding
when the warrants become eligible for redemption.
16.Please revise this section to add a risk factor to specifically address the risks associated
with competing in the EV market, considering the market trend showing that most major
automotive manufacturers are entering or attempting to enter the EV market.
Background of the Business Combination, page 107
17.We note that your disclosure throughout this section uses the terms "MOBV's
management team" and/or "MOBV" and/or "MOBV Board" etc. when discussing various
meetings with other parties as well as MOBV's internal meeting. Your disclosure in this
section should be clear about the persons involved in negotiations or other activities.
Please revise this section to remove these general terms and specify which individuals in
those bodies were present for a meeting and in decision making.
18.We note your disclosure on page 112 stating "[o]n March 11, in anticipation of MOBV’s
need to compensate the Sponsor for expected extension loans to MOBV, the MOBV
Board held a board meeting and agreed to increase the purchase price to be paid by
MOBV to acquire SVH by $8,976,130." Please provide additional information relating to
this statement and decision, including but not limited to, the analysis and justification
considered, and whether the increase in price paid corresponds to any additional value of
SVH than initially contemplated.
19.We note your disclosure on page 112 that JSA Advocates and Solicitors provided an
initial “red flags” report, based on its due diligence findings. Please expand this disclosure
to include any material red flags. Also include disclosure regarding how these concerns
were resolved or addressed.
20.As applicable, please revise this section to provide disclosure of the following:
•whether any discussions about continuing employment or involvement for any
persons affiliated with the SPAC before the merger;
•any formal or informal commitment to retain the financial advisors after the
merger; and
•any pre-existing relationships between the SPAC's sponsors, officers or directors,
SVH's officers or directors, or any additional investors.
21.Please revise your disclosure in this section to include negotiations relating to material
terms of the transaction, including, but not limited to, structure, consideration, proposals
and counterproposals, minimum cash condition, and termination fee. In your revised
disclosure, please explain the reasons for the terms, each party's position on the issues,
and how you reached agreement on the final terms.

 FirstName LastNameMohanraj Ramasamy
 Comapany NameSRIVARU Holding Ltd
 May 11, 2023 Page 5
 FirstName LastName
Mohanraj Ramasamy
SRIVARU Holding Ltd
May 11, 2023
Page 5
Following the completion of the IPO, representatives of MOBV engaged in extensive
discussions with numerous financial advisors..., page 108
22.Please revise your disclosure to disclose whether you, at any point, engaged any financial
advisors other than Marshall & Stevens, in relation to the business combination between
MOBV and SVH including the negotiation process with SVH.
The MOBV Board's Reasons for the Approval of the Business Combination, page 112
23.We note your disclosure that the "MOBV Board considered a wide variety of factors in
connection with its evaluation of the Business Combination." Please revise your
disclosure to state that all material factors considered, both positive and negative, are
disclosed. As to the positive factors, please expand your disclosure to provide insight into
and context for how each factor supports the board’s recommendation.
Summary of Marshall & Stevens' Fairness Opinion, page 114
24.We note that Marshall & Stevens has provided a fairness opinion relating to this business
combination. If applicable, please provide a clear description of any additional services
the financial advisor or its affiliates provided in connection with the transaction (such as
for any PIPE/private placement transaction related to the de-SPAC transaction), the
related fees, and whether those fees are conditioned on the completion of the transaction.
Please quantify the fixed fee that was paid to Marshall & Stevens for the services related
to this transaction. Refer to Item 1015 of Regulation M-A.
25.Please file the fairness opinion as an annex to the proxy statement/prospectus.
Certain Unaudited Projected Financial Information, page 117
26.We note on page 118 that your future revenue projections are "based on assumptions
related to (i) internal estimates of the E2W market growth, which include both price and
volume growth, (ii) organic expansion of the retail network through deploying dealers and
distributors, as well as the organic growth of the Company’s direct sales, (iii) the launch
of new vehicle models, (iv) expansion into foreign markets and (v) cross-selling additional
products and services to the Company’s customers." Please revise to provide greater
specificity concerning the material assumptions underlying your projections, including
quantifying the assumptions, and to clearly explain how the assumptions relate to the
projected information.
27.We note on page 119 that your projected sales revenue for fiscal year ended March 31,
2024, is $39 million. We also note that your projected sales revenue for fiscal year ended
March 31, 2026, is $553 million. Considering your historical revenues to date and market
competition, please explain why you believe the projected sales revenue information,
reflecting a growth rate of over 1,400% between 2024 and 2026 is reasonable. In addition,
provide additional disclosure that fully describes the assumptions that underlie the
projections and the type of market assumed in developing those assumptions.

 FirstName LastNameMohanraj Ramasamy
 Comapany NameSRIVARU Holding Ltd
 May 11, 2023 Page 6
 FirstName LastNameMohanraj Ramasamy
SRIVARU Holding Ltd
May 11, 2023
Page 6
28.We note on page 119 your disclosure providing the enterprise value for SVH using the
discounted cash flow method and the base case projections. Considering other aspects of
your growth plans, including but not limited to, the amount of property plant and
equipment you will have on your balance sheet, please explain why you believe that your
business is one where cash flow can be predicted using a reasonable range.
29.We note your disclosure that the "projected financial information included in this
[registration statement] was prepared by, and is the responsibility of, SVH’s
management." Please revise to provide disclosures of the process undertaken to formulate
the projections and assumptions, the parties who participated in the preparation of the
projections, and how they were used.
30.Please provide disclosure of whether the projections provided in the registration statement
are in line with your historic operating trends. If not, provide your reasoning as to why the
change in trends is appropriate or assumptions are reasonable.
31.We note on page 120 that "Marshall & Stevens reviewed and analyzed selected historical
and projected information about SVH provided by SVH’s management and compared this
information to certain financial information of nine publicly traded companies that
Marshall & Stevens deemed to be reasonably comparable to SVH", and then used that
information to determine an overall range of enterprise value of SVH. However, we note
that some of these comparable companies or their parent entities have existed for a
significantly longer time including one for well over 100 years, exports its products to 88
countries, has operations in multiple continents, has partnerships with other prominent
automotive companies, etc. We also note your disclosure stating that the "criteria for
selecting the Guideline Companies were mainly based on each Guideline Company’s
industry and business description." Please provide additional disclosure whether other
relevant factors such as years in existence, operational experience, market capital, market
share, etc. of these companies were also taken into account when deeming them to be
reasonably comparable to SVH. If the selection criteria did not materially expand beyond
being in the same industry and having a similar business description, provide prominent
disclosure stating that due to other relevant factors, including but not limited to the ones
listed here, these companies may not be materially comparable to SVH and that any
estimates or conclusions deriving from considering that these companies are comparable
to SVH may be unreliable, inaccurate, or overly optimistic.
32.We note that the "projections were initially prepared in November 2022 and revised in
February and March 2023." Please disclose whether the projections included in the filing
are materially the same as the draft project