SEC Comment Letter 0000000000-23-007660 to SRIVARU Holding Ltd (SVMH, SVMHW) (CIK 0001973368) (SVUHF)
SRIVARU Holding Ltd (SVMH, SVMHW) (CIK 0001973368)
Date: July 18, 2023 · CIK: 0001973368 · Accession: 0000000000-23-007660
AI Filing Summary & Sentiment
File numbers found in text: 333-272717
Letter
United States securities and exchange commission logo July 18, 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 Amendment No. 1 to Registration Statement on Form F-4 Filed July 7, 2023 File No. 333-272717 Dear Mohanraj Ramasamy: 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. Unless we note otherwise, our references to prior comments are to comments in our June 30, 2023, letter. Amendment No. 1 to F-4 Material Tax Considerations Material U.S. Federal Income Tax Considerations Effects of the Merger, page 128 1.We note that you have filed a short form tax opinion as Exhibit 8.1 which states that the discussion in this section is the opinion of tax counsel. Please revise your disclosure here to state that the discussion reflects the opinion of counsel. We note also your disclosure in this section that no assurance can be given that the merger qualifies as a reorganization. Since Exhibit 8.1 states that this discussion constitutes the opinion of counsel, please have
FirstName LastNameMohanraj Ramasamy Comapany NameSRIVARU Holding Ltd July 18, 2023 Page 2 FirstName LastName Mohanraj Ramasamy SRIVARU Holding Ltd July 18, 2023 Page 2 counsel provide an opinion as to the material tax consequences of the merger. If there is uncertainty regarding the tax treatment of the transactions, counsel may make clear that the opinion is subject to a degree of uncertainty, and explain why it cannot give a firm opinion. Refer to Sections III.B.2 and III.C of Staff Legal Bulletin 19. Item 21. Exhibits and Financial Statement Schedules Exhibit 5.1, page II-2 2.Please have counsel remove the assumption in paragraph 6 since the staff considers it inappropriate for counsel assume any of the material facts underlying the opinion, including that the company has sufficient authorized shares. Refer to Section II.B.3.a of Staff Legal Bulletin No. 19. You may contact Mindy Hooker at 202-551-3732 or Claire Erlanger at 202-551-3301 if you have questions regarding comments on the financial statements and related matters. Please contact Eranga Dias at 202-551-8107 or Erin Purnell at 202-551-3454 with any other questions. Sincerely, Division of Corporation Finance Office of Manufacturing
Show Raw Text
United States securities and exchange commission logo
July 18, 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
Amendment No. 1 to Registration Statement on Form F-4
Filed July 7, 2023
File No. 333-272717
Dear Mohanraj Ramasamy:
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. Unless we note
otherwise, our references to prior comments are to comments in our June 30, 2023, letter.
Amendment No. 1 to F-4
Material Tax Considerations
Material U.S. Federal Income Tax Considerations
Effects of the Merger, page 128
1.We note that you have filed a short form tax opinion as Exhibit 8.1 which states that the
discussion in this section is the opinion of tax counsel. Please revise your disclosure here
to state that the discussion reflects the opinion of counsel. We note also your disclosure in
this section that no assurance can be given that the merger qualifies as a reorganization.
Since Exhibit 8.1 states that this discussion constitutes the opinion of counsel, please have
FirstName LastNameMohanraj Ramasamy
Comapany NameSRIVARU Holding Ltd
July 18, 2023 Page 2
FirstName LastName
Mohanraj Ramasamy
SRIVARU Holding Ltd
July 18, 2023
Page 2
counsel provide an opinion as to the material tax consequences of the merger. If there is
uncertainty regarding the tax treatment of the transactions, counsel may make clear that
the opinion is subject to a degree of uncertainty, and explain why it cannot give a firm
opinion. Refer to Sections III.B.2 and III.C of Staff Legal Bulletin 19.
Item 21. Exhibits and Financial Statement Schedules
Exhibit 5.1, page II-2
2.Please have counsel remove the assumption in paragraph 6 since the staff considers it
inappropriate for counsel assume any of the material facts underlying the opinion,
including that the company has sufficient authorized shares. Refer to Section II.B.3.a of
Staff Legal Bulletin No. 19.
You may contact Mindy Hooker at 202-551-3732 or Claire Erlanger at 202-551-3301 if
you have questions regarding comments on the financial statements and related matters. Please
contact Eranga Dias at 202-551-8107 or Erin Purnell at 202-551-3454 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing