Correspondence 0001493152-24-007601 from SRIVARU Holding Ltd (SVMH, SVMHW) (CIK 0001973368) (SVUHF)
SRIVARU Holding Ltd (SVMH, SVMHW) (CIK 0001973368)
Date: Feb. 22, 2024 · CIK: 0001973368 · Accession: 0001493152-24-007601
AI Filing Summary & Sentiment
File numbers found in text: 333-276879
Referenced dates: February 22, 2024
Letter
VIA EDGAR Securities and Exchange Commission Division of Corporation Finance Office of Manufacturing Attention: Sarah Sidwell Registration Statement on Form F-1 Filed on February 6, 2024 File No. 333-276879 SEC Comment Letter dated February 22, 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 Amendment No. 1 (including certain exhibits) (“Amendment No. 1”) to the Registrant’s above-referenced Registration Statement on Form F-1 (the “Registration Statement”). This letter and Amendment No. 1 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 February 22, 2024 (the “Comment Letter”), and certain other updated information. For your convenience, the Registrant is providing to the Staff a supplemental typeset copy of Amendment No. 1 marked to indicate the changes from the Registration Statement that was filed on February 6, 2024.
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 Amendment No. 1.
Mrs. Sarah Sidwell and Mrs. Asia Timmons-Pierce
Securities and Exchange Commission
February 22, 2024
Page
Registration Statement on Form F-1 filed on February 6, 2024
General
1. We note your response to prior comment two and reissue our comment. In that regard, we note several references to “this proxy statement” and “Projections included in this proxy statement.” We also note that you have not revised your disclosure to reflect the closing of the business combination and redemptions. For example, your risk factor on page 27 states “to the extent that there are significant redemptions by MOBV stockholders, there will be less capital available to SVH as a result of the Business Combination” which suggests that the redemptions have not yet occurred. Please update your disclosures accordingly.
Response: We have further revised the disclosure in Amendment No. 1 to reflect the closing of the business combination and redemptions.
Beneficial Ownership of Securities, page 90
2. We note your response to our prior comment 3 and reissue. Please update your beneficial ownership information on page 90. Specifically, we note references to beneficial ownership of officers of MOBV and references to officers of SVH “following the consummation of the business combination”. Given that this business combination has already occurred, please revise to reflect the beneficial ownership of the current directors and executive officers of Srivaru Holding Limited as well as its 5% or greater beneficial owners. Refer to Item 7(A) of Form 20-F.
Response: We have revised the disclosure in Amendment No. 1 to reflect the beneficial ownership of the current directors and executive officers of Srivaru Holding Limited as well as its 5% or greater beneficial owners.
* * *
We hope that the foregoing has been helpful to the Staff’s understanding of SRIVARU’s disclosure and that the disclosure modifications in Amendment No. 1 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:
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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
22, 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
Registration Statement
on Form F-1
Filed on February 6, 2024
File No. 333-276879
SEC Comment
Letter dated February 22, 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
Amendment No. 1 (including certain exhibits) (“Amendment No. 1”) to the Registrant’s above-referenced Registration
Statement on Form F-1 (the “Registration Statement”). This letter and Amendment No. 1 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 February 22, 2024 (the “Comment Letter”), and certain other updated information. For your convenience, the Registrant
is providing to the Staff a supplemental typeset copy of Amendment No. 1 marked to indicate the changes from the Registration Statement
that was filed on February 6, 2024.
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 Amendment No. 1.
Mrs.
Sarah Sidwell and Mrs. Asia Timmons-Pierce
Securities
and Exchange Commission
February
22, 2024
Page
2
Registration
Statement on Form F-1 filed on February 6, 2024
General
1.
We note your response
to prior comment two and reissue our comment. In that regard, we note several references to “this proxy statement” and
“Projections included in this proxy statement.” We also note that you have not revised your disclosure to reflect the closing
of the business combination and redemptions. For example, your risk factor on page 27 states “to the extent that there are significant
redemptions by MOBV stockholders, there will be less capital available to SVH as a result of the Business Combination” which
suggests that the redemptions have not yet occurred. Please update your disclosures accordingly.
Response:
We have further revised the disclosure in Amendment No. 1 to reflect the closing of the business combination and redemptions.
Beneficial
Ownership of Securities, page 90
2.
We note your response
to our prior comment 3 and reissue. Please update your beneficial ownership information on page 90. Specifically, we note references
to beneficial ownership of officers of MOBV and references to officers of SVH “following the consummation of the business combination”.
Given that this business combination has already occurred, please revise to reflect the beneficial ownership of the current directors
and executive officers of Srivaru Holding Limited as well as its 5% or greater beneficial owners. Refer to Item 7(A) of Form 20-F.
Response:
We have revised the disclosure in Amendment No. 1 to reflect the beneficial ownership of the current directors and executive officers
of Srivaru Holding Limited as well as its 5% or greater beneficial owners.
*
*
*
We
hope that the foregoing has been helpful to the Staff’s understanding of SRIVARU’s disclosure and that the disclosure modifications
in Amendment No. 1 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
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