Correspondence 0001493152-24-004981 from SRIVARU Holding Ltd (SVMH, SVMHW) (CIK 0001973368) (SVUHF)
SRIVARU Holding Ltd (SVMH, SVMHW) (CIK 0001973368)
Date: Feb. 5, 2024 · CIK: 0001973368 · Accession: 0001493152-24-004981
AI Filing Summary & Sentiment
Referenced dates: January 16, 2024
Letter
VIA EDGAR Securities and Exchange Commission Division of Corporation Finance Office of Manufacturing Attention: Draft Registration Statement on Form F-1 Submitted on December 22, 2023 CIK SEC Comment Letter dated January 16, 2024
Dear Mmes. Sidwell and Timmons-Pierce:
On behalf of SRIVARU Holding Limited (“SRIVARU”, 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 Registration Statement on Form S-1 (including certain exhibits) (the “Registration Statement”) to the Registrant’s above-referenced Draft Registration Statement on Form F-1 (the “DRS”). This letter and the Registration Statement 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 January 16, 2024 (the “Comment Letter”), and certain other updated information. For your convenience, the Registrant is providing to the Staff a supplemental typeset copy of the Registration Statement marked to indicate the changes from the DRS that was submitted on December 22, 2023.
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. All references to page numbers in the Registrant’s responses are to the page numbers in the Registration Statement.
Mrs. Sarah Sidwell and Mrs. Asia Timmons-Pierce
Securities and Exchange Commission
February 5, 2024
Page
Draft Registration Statement on Form F-1 submitted on December 22, 2023
General
1. Revise your prospectus to disclose the price that each selling securityholder paid for the shares being registered for resale. Highlight any differences in the current trading price, the prices that the selling securityholders acquired their shares, and the price that the public securityholders acquired their shares and warrants. Disclose that while the selling securityholders may experience a positive rate of return based on the current trading price, the public securityholders 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 securityholders will earn based on the current trading price. Lastly, please include appropriate risk factor disclosure.
Response: We have updated the Registration Statement to include this requested disclosure.
2. Please revise to update your disclosures throughout the filing and address areas that appear to need updating or that present inconsistencies. Non-exclusive examples of areas where disclosure should be updated are as follows:
● We note the references throughout the registration statement to “this F-4”.
● You state on page 11 that you “expect” to start commercial production of the Prana Grand in the “second half of 2023.” Update this statement to reflect the current status of the project.
● We note references to “DTC determines prior to the completion of the Business Combination.”
● We note references to “Certain Unaudited Prospective Financial Information.”
Response: We have reviewed and revised the Registration Statement to update disclosure for these particular concerns and generally.
3. Please update your beneficial ownership information on page 90.
Response: The beneficial ownership information on page 90 has been updated.
Cover Page
4. For each of the shares being registered for resale, disclose the price that the selling securityholders paid for such shares.
Response: We have updated the cover page of the Registration Statement to reflect this disclosure.
Risk Factors, page 10
5. Include an additional risk factor highlighting the negative pressure potential sales of shares pursuant to this registration statement could have on the public trading price of the ordinary shares. To illustrate this risk, disclose the purchase price of the securities being registered for resale and the percentage that these shares currently represent of the total number of shares outstanding. Also, if applicable, disclose that even though the current trading price is at or 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.
Response: We have added a risk factor including this disclosure to the Registration Statement.
* * *
Norton Rose Fulbright US LLP is a limited liability partnership registered under the laws of Texas.
Norton Rose Fulbright US LLP, Norton Rose Fulbright LLP, Norton Rose Fulbright Australia, Norton Rose Fulbright Canada LLP and Norton Rose Fulbright South Africa Inc are separate legal entities and all of them are members of Norton Rose Fulbright Verein, a Swiss verein. Norton Rose Fulbright Verein helps coordinate the activities of the members but does not itself provide legal services to clients. Details of each entity, with certain regulatory information, are available at nortonrosefulbright.com.
Mrs. Sarah Sidwell and Mrs. Asia Timmons-Pierce
Securities and Exchange Commission
February 5, 2024
Page
We hope that the foregoing has been helpful to the Staff’s understanding of SRIVARU’s disclosure and that the disclosure modifications in Registration Statement are satisfactory to the Staff. If you have any questions or comments about this letter or need any further information, please call the undersigned at (212) 318-3168.
Very Truly Yours
By:
Show Raw Text
CORRESP
1
filename1.htm
Norton
Rose Fulbright US LLP
1301
Avenue of the Americas
New
York, NY 10019-6022 United States
Direct
line +1 212-318-3168
Rajiv.Khanna
@nortonrosefulbright.com
Tel
+1 212 318 3000
Fax
+1 212 408 5100
nortonrosefulbright.com
February
5, 2024
VIA
EDGAR
Securities
and Exchange Commission
Division
of Corporation Finance
Office
of Manufacturing
100
F Street, N.E.
Washington,
D.C. 20549
Attention:
Sarah
Sidwell
Asia
Timmons-Pierce
Re:
SRIVARU
Holding Limited
Draft
Registration Statement on Form F-1
Submitted
on December 22, 2023
CIK
0001973368
SEC
Comment Letter dated January 16, 2024
Dear
Mmes. Sidwell and Timmons-Pierce:
On
behalf of SRIVARU Holding Limited (“SRIVARU”, 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
Registration Statement on Form S-1 (including certain exhibits) (the “Registration Statement”) to the Registrant’s
above-referenced Draft Registration Statement on Form F-1 (the “DRS”). This letter and the Registration Statement 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 January 16, 2024 (the “Comment Letter”), and certain other updated information.
For your convenience, the Registrant is providing to the Staff a supplemental typeset copy of the Registration Statement marked to indicate
the changes from the DRS that was submitted on December 22, 2023.
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. All references to page numbers in the Registrant’s responses are to the page numbers
in the Registration Statement.
Mrs.
Sarah Sidwell and Mrs. Asia Timmons-Pierce
Securities
and Exchange Commission
February
5, 2024
Page
2
Draft
Registration Statement on Form F-1 submitted on December 22, 2023
General
1. Revise
your prospectus to disclose the price that each selling securityholder paid for the shares
being registered for resale. Highlight any differences in the current trading price, the
prices that the selling securityholders acquired their shares, and the price that the public
securityholders acquired their shares and warrants. Disclose that while the selling securityholders
may experience a positive rate of return based on the current trading price, the public securityholders
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 securityholders will earn based on the current trading price. Lastly,
please include appropriate risk factor disclosure.
Response:
We have updated the Registration Statement to include this requested disclosure.
2. Please
revise to update your disclosures throughout the filing and address areas that appear to
need updating or that present inconsistencies. Non-exclusive examples of areas where disclosure
should be updated are as follows:
●
We
note the references throughout the registration statement to “this F-4”.
●
You
state on page 11 that you “expect” to start commercial production of the Prana Grand in the “second half of 2023.”
Update this statement to reflect the current status of the project.
●
We
note references to “DTC determines prior to the completion of the Business Combination.”
●
We
note references to “Certain Unaudited Prospective Financial Information.”
Response:
We have reviewed and revised the Registration Statement to update disclosure for these particular concerns and generally.
3. Please
update your beneficial ownership information on page 90.
Response:
The beneficial ownership information on page 90 has been updated.
Cover
Page
4. For
each of the shares being registered for resale, disclose the price that the selling securityholders
paid for such shares.
Response:
We have updated the cover page of the Registration Statement to reflect this disclosure.
Risk
Factors, page 10
5. Include
an additional risk factor highlighting the negative pressure potential sales of shares pursuant
to this registration statement could have on the public trading price of the ordinary shares.
To illustrate this risk, disclose the purchase price of the securities being registered for
resale and the percentage that these shares currently represent of the total number of shares
outstanding. Also, if applicable, disclose that even though the current trading price is
at or 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.
Response:
We have added a risk factor including this disclosure to the Registration Statement.
* * *
Norton Rose Fulbright
US LLP is a limited liability partnership registered under the laws of Texas.
Norton Rose Fulbright
US LLP, Norton Rose Fulbright LLP, Norton Rose Fulbright Australia, Norton Rose Fulbright Canada LLP and Norton Rose Fulbright South
Africa Inc are separate legal entities and all of them are members of Norton Rose Fulbright Verein, a Swiss verein. Norton Rose Fulbright
Verein helps coordinate the activities of the members but does not itself provide legal services to clients. Details of each entity,
with certain regulatory information, are available at nortonrosefulbright.com.
Mrs.
Sarah Sidwell and Mrs. Asia Timmons-Pierce
Securities
and Exchange Commission
February
5, 2024
Page
3
We
hope that the foregoing has been helpful to the Staff’s understanding of SRIVARU’s disclosure and that the disclosure modifications
in Registration Statement are satisfactory to the Staff. If you have any questions or comments about this letter or need any further
information, please call the undersigned at (212) 318-3168.
Very Truly Yours
By:
/s/
Rajiv Khanna
Rajiv
Khanna
cc:
Mohanraj
Ramasamy (SRIVARU Holding Limited)
Lee
McIntyre (Norton Rose Fulbright US LLP)
Norton
Rose Fulbright US LLP is a limited liability partnership registered under the laws of Texas.
Norton
Rose Fulbright US LLP, Norton Rose Fulbright LLP, Norton Rose Fulbright Australia, Norton Rose Fulbright Canada LLP and Norton Rose Fulbright
South Africa Inc are separate legal entities and all of them are members of Norton Rose Fulbright Verein, a Swiss verein. Norton Rose
Fulbright Verein helps coordinate the activities of the members but does not itself provide legal services to clients. Details of each
entity, with certain regulatory information, are available at nortonrosefulbright.com.