SEC Comment Letter 0000000000-24-008614 to BeLive Holdings (BLIV)
BeLive Holdings
Date: July 29, 2024 · CIK: 0001982448 · Accession: 0000000000-24-008614
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-280739
Letter
July 29, 2024 Kenneth Teck Chuan Tan Chief Executive Officer BeLive Holdings 29 Media Circle Mediapolis 09-06 Singapore 138565 Re:BeLive Holdings Registration Statement on Form F-1 Filed on July 10, 2024 File No. 333-280739 Dear Kenneth Teck Chuan Tan: We have reviewed your registration statement and have the following comments. Please respond to this letter by amending your registration statement and providing the requested information. If you do not believe a comment applies 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 this letter, we may have additional comments. Registration Statement on Form F-1 Implications of Being a Controlled Company, page 6 1.We note that you identify FTAG Ventures Pte. Ltd and your executive officers as your controlling shareholders under Nasdaq rules. Please disclose whether there is an agreement pursuant to which FTAG Ventures Pte. Ltd and your executive officers are considered a single entity or group, or explain why FTAG Ventures Pte. Ltd and your executive officers are properly considered controlling shareholders. Risk Factors Natural catastrophic events and man-made problems such as..., page 12 2.We note your disclosure that you "cannot guarantee" that a cybersecurity incident "may not occur again." Please disclose whether you have experienced any material cybersecurity attacks or incidents.
July 29, 2024 Page 2 Management's Discussion and Analysis of Financial Condition and Results of Operations Results of Operations, page 40 3.Please revise your disclosure to explain in greater detail why your revenues decreased between the years ended December 31, 2022 and 2023. Refer to Item 303(b)(2) of Regulation S-K. Consolidated Financial Statements for the Years Ended December 31, 2023 and 2022 Notes to Consolidated Financial Statements 28. Subsequent Events, page F-69 4.Tell us how you considered giving retroactive presentation to the reverse stock split, effected on February 18, 2024, in your financial statements. Refer to paragraph 64 of IAS 33. We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate time for us to review any amendment prior to the requested effective date of the registration statement. Please contact Laura Veator at 202-551-3716 or Stephen Krikorian at 202-551-3488 if you have questions regarding comments on the financial statements and related matters. Please contact Lauren Pierce at 202-551-3887 or Matthew Derby at 202-551-3334 with any other questions. Sincerely, Division of Corporation Finance Office of Technology cc:Henry Schlueter
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July 29, 2024
Kenneth Teck Chuan Tan
Chief Executive Officer
BeLive Holdings
29 Media Circle
Mediapolis 09-06
Singapore 138565
Re:BeLive Holdings
Registration Statement on Form F-1
Filed on July 10, 2024
File No. 333-280739
Dear Kenneth Teck Chuan Tan:
We have reviewed your registration statement and have the following comments.
Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies 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 this letter, we may have additional comments.
Registration Statement on Form F-1
Implications of Being a Controlled Company, page 6
1.We note that you identify FTAG Ventures Pte. Ltd and your executive officers as your
controlling shareholders under Nasdaq rules. Please disclose whether there is an
agreement pursuant to which FTAG Ventures Pte. Ltd and your executive officers are
considered a single entity or group, or explain why FTAG Ventures Pte. Ltd and your
executive officers are properly considered controlling shareholders.
Risk Factors
Natural catastrophic events and man-made problems such as..., page 12
2.We note your disclosure that you "cannot guarantee" that a cybersecurity incident "may
not occur again." Please disclose whether you have experienced any material
cybersecurity attacks or incidents.
July 29, 2024
Page 2
Management's Discussion and Analysis of Financial Condition and Results of Operations
Results of Operations, page 40
3.Please revise your disclosure to explain in greater detail why your revenues decreased
between the years ended December 31, 2022 and 2023. Refer to Item 303(b)(2) of
Regulation S-K.
Consolidated Financial Statements for the Years Ended December 31, 2023 and 2022
Notes to Consolidated Financial Statements
28. Subsequent Events, page F-69
4.Tell us how you considered giving retroactive presentation to the reverse stock split,
effected on February 18, 2024, in your financial statements. Refer to paragraph 64 of IAS
33.
We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
Please contact Laura Veator at 202-551-3716 or Stephen Krikorian at 202-551-3488 if
you have questions regarding comments on the financial statements and related matters. Please
contact Lauren Pierce at 202-551-3887 or Matthew Derby at 202-551-3334 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:Henry Schlueter