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Correspondence 0001493152-23-029827 from SRIVARU Holding Ltd (SVMH, SVMHW) (CIK 0001973368) (SVUHF)

SRIVARU Holding Ltd (SVMH, SVMHW) (CIK 0001973368)
Date: Aug. 22, 2023 · CIK: 0001973368 · Accession: 0001493152-23-029827

AI Filing Summary & Sentiment

File numbers found in text: 333-272717

Referenced dates: August 15, 2023

Date
Aug. 22, 2023
Author
By
Form
CORRESP
Company
SRIVARU Holding Ltd (SVMH, SVMHW) (CIK 0001973368)

Letter

VIA EDGAR Securities and Exchange Commission Division of Corporation Finance Division of Corporation Finance Office of Manufacturing Attention: Eranga Dias Re: SRIVARU Holding Ltd Amendment No. 2 to Registration Statement on Form F-4 Filed August 7, 2023 File No. 333-272717

Dear Mr. Dias and Ms. Purnell:

On behalf of SRIVARU Holding Ltd (“SVH”, the “Registrant” or the “Company”), we are submitting via EDGAR for review by the Securities and Exchange Commission (the “Commission”) this response letter and the accompanying Amendment No. 3 (the “Amendment No. 3”) to the Registrant’s above-referenced Amendment No. 2 filed August 7, 2023 (“Amendment No. 2”), to its Registration Statement on Form F-4 (the “Registration Statement”). This letter and Amendment No. 3 reflect the Registrant’s respectful acknowledgement and response to the comments received from the staff of the Commission (the “Staff”) contained in the Staff’s letter dated August 15, 2023 (the “Comment Letter”), regarding Amendment No. 2, and certain other updated information. Because some of the items in the Comment Letter pertain to information regarding Mobiv Acquisition Corp (“MOBV”), we have included MOBV’s response in-line below. For your convenience, the Registrant is providing to the Staff a supplemental typeset copy of the Registration Statement marked to indicate the changes from Amendment No. 2.

The Staff’s comments as reflected in the Comment Letter are reproduced in italics in this letter, and the corresponding responses of the Registrant are shown below each comment.

Amendment No. 2 to Registration Statement on Form F-4

Notes to Unaudited Pro Forma Condensed Combined Financial Statements

Note 4 - Adjustments to Unaudited Pro Forma Condensed Combined Balance Sheet as of March

31, 2023, page 196

1. Please amend your filing to include descriptions of all pro forma adjustments included on the pro forma balance sheet. In this regard, we note that adjustments K through N do not appear to be explained in Note 4 to the Pro Forma Financial Statements.

Response: Amendment No. 3 includes descriptions of all pro forma adjustments included on the pro forma balance sheet.

MOIV Acquisition Corp. Financial Statements, page F-1

2. Please update the MOBIV Acquisition Corp financial statements for the quarter ended June 30, 2023.

Response: MOBV has inserted its financial statements for the quarter ended June 30, 2023, in Amendment No. 3.

General

3. Please revise to include a currently dated consent of your independent registered public accounting firm.

Response: MOBV’s independent registered public accounting firm has provided a currently dated consent, which is attached as Exhibit 23.2 to Amendment No. 3.

4. Please file a pre-effective amendment to the proxy statement/prospectus that includes all exhibits and all non-430A information, including the amount of securities to be offered on the cover page, the identity and contact info of the proxy solicitor, and the per share information on page 205. To the extent that you have set the record date, please fill that in and include all related information as well.

Response: Amendment No. 3 includes all exhibits not previously filed and all non-430A information.

Very
Truly Yours,
By:

Show Raw Text
CORRESP
1
filename1.htm

    Norton Rose Fulbright
    US LLP

    1301 Sixth Avenue

    New York, NY 10019 United
    States

    Direct line +1 (212) 318-3168

    Rajiv.Khanna@nortonrosefulbright.com

    nortonrosefulbright.com

August
22, 2023

VIA
EDGAR

Securities
and Exchange Commission

Division
of Corporation Finance

100
F Street, N.E.

Washington,
D.C. 20549

Division
of Corporation Finance

Office
of Manufacturing

    Attention:
    Eranga
    Dias

    Erin
    Purnell

    Re:
    SRIVARU
    Holding Ltd

    Amendment
    No. 2 to Registration Statement on Form F-4

    Filed
    August 7, 2023

    File
    No. 333-272717

Dear
Mr. Dias and Ms. Purnell:

On
behalf of SRIVARU Holding Ltd (“SVH”, the “Registrant” or the “Company”), we are submitting via EDGAR
for review by the Securities and Exchange Commission (the “Commission”) this response letter and the accompanying Amendment
No. 3 (the “Amendment No. 3”) to the Registrant’s above-referenced Amendment No. 2 filed August 7, 2023 (“Amendment
No. 2”), to its Registration Statement on Form F-4 (the “Registration Statement”). This letter and Amendment No. 3
reflect the Registrant’s respectful acknowledgement and response to the comments received from the staff of the Commission (the
“Staff”) contained in the Staff’s letter dated August 15, 2023 (the “Comment Letter”), regarding Amendment
No. 2, and certain other updated information. Because some of the items in the Comment Letter pertain to information regarding Mobiv
Acquisition Corp (“MOBV”), we have included MOBV’s response in-line below. For your convenience, the Registrant is
providing to the Staff a supplemental typeset copy of the Registration Statement marked to indicate the changes from Amendment No. 2.

The
Staff’s comments as reflected in the Comment Letter are reproduced in italics in this letter, and the corresponding responses of
the Registrant are shown below each comment.

Amendment
No. 2 to Registration Statement on Form F-4

Notes
to Unaudited Pro Forma Condensed Combined Financial Statements

Note
4 - Adjustments to Unaudited Pro Forma Condensed Combined Balance Sheet as of March

31,
2023, page 196

    1.
    Please
    amend your filing to include descriptions of all pro forma adjustments included on the pro forma balance sheet. In this regard, we
    note that adjustments K through N do not appear to be explained in Note 4 to the Pro Forma Financial Statements.

Response:
Amendment No. 3 includes descriptions of all pro forma adjustments included on the pro forma balance sheet.

MOIV
Acquisition Corp. Financial Statements, page F-1

    2.
    Please
    update the MOBIV Acquisition Corp financial statements for the quarter ended June 30, 2023.

Response:
MOBV has inserted its financial statements for the quarter ended June 30, 2023, in Amendment No. 3.

General

    3.
    Please
    revise to include a currently dated consent of your independent registered public accounting firm.

Response:
MOBV’s independent registered public accounting firm has provided a currently dated consent, which is attached as Exhibit 23.2
to Amendment No. 3.

    4.
    Please
    file a pre-effective amendment to the proxy statement/prospectus that includes all exhibits and all non-430A information, including
    the amount of securities to be offered on the cover page, the identity and contact info of the proxy solicitor, and the per share
    information on page 205. To the extent that you have set the record date, please fill that in and include all related information
    as well.

Response:
Amendment No. 3 includes all exhibits not previously filed and all non-430A information.

    Very
    Truly Yours,

    By:

    /s/
    Rajiv Khanna

    Rajiv
    Khanna

    cc:
    Mohanraj
    Ramasamy (SRIVARU Holding Ltd)

    Lee
    McIntyre (Norton Rose Fulbright US LLP)