SecProbe.io

CORRESP
1
filename1.htm

SCHLUETER
& ASSOCIATES, P.C.

5655
South Yosemite Street, Suite 350

Greenwood
Village, Colorado 80111

Telephone:
1-303 292-3883

Facsimile:
1-303 296-8880

hfs@schlueterintl.com

November
7, 2024

VIA
EDGAR

Registration
Statement

U.S.
Securities and Exchange Commission

100
F. Street, N.E.

Washington,
DC 20549

    Re:
    BeLive
    Holdings

    Amendment
    No. 4 to Registration Statement on Form F-1

    Filed
    on October 30, 2024

    File
    No. 333-280739

Dear
Ms. Veator:

We
represent BeLive Holdings (“Registrant” and “Company”) as U.S. counsel. We are submitting herewith Amendment
No. 5 to the Registration Statement on Form F-1 (the “Registration Statement”) which is being filed via EDGAR simultaneously
with this transmittal letter.

The
purpose of this letter is to respond to the comment letter dated November 6, 2024, from the Division of Corporation Finance, Office of
Energy & Transportation (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission” or
“SEC”) relating to the above-referenced Registration Statement. For your convenience, the comment has been reproduced below,
followed by the Registrant’s response.

Amendment
No. 4 to Registration Statement on Form F-1

Unaudited
Interim Condensed Consolidated Statements of Financial Position as at June 30, 2024, page F-72

                                                                                1.

 The
                                            balance of trade, other receivables and deposits is not consistent with the total amount
                                            set forth in Note 12. Further, current assets, total assets, current liabilities, and total
                                            liabilities are not consistent with the amounts set forth on page 8. Revise your financial
                                            statements to correct these inconsistencies.

Response:

Following
review of the balance of trade, other receivables, and deposits in relation to the total amounts reported in Note 12, we are confident,
in view of the following analysis, in confirming that these balances are consistent. In essence, “deposits” which were classified
under non-current assets have been deducted from “total trade and other receivables and deposits” to arrive at the figure
for “trade and other receivables and deposits, net”, which were classified under current assets.

F-72:

Deposits
- S$15,126 (Under Non-Current Assets)

Trade
and other receivables and deposits, net - S$415,425 (Under Current Assets)

Total
Trade and other receivables and deposits - S$430,551

Note12:

Total
Trade and other receivables and deposits - S$430,551

Furthermore,
the certain amounts set forth on page 8 have been corrected;

See
page 8

On
behalf of the Company, we appreciate your attention to this matter. If you have any questions or wish to discuss any matters with respect
to this filing, please do not hesitate to contact me at (303) 868-3382 (email: hfs@schlueterintl.com) or my colleague Celia Velletri
at (303) 907-4842 (email: cv@schlueterintl.com). Regarding accounting matters, you may contact Chia Lei Kuan of Onestop Assurance PAC
at +65 9499 3768 (email: leikuanchia@one-stop-ca.com) in respect of any accounting issues.

Thanks
in advance for your cooperation in connection with this matter.

    Sincerely,

    /s/ Henry
    F. Schlueter

    cc:
    BeLive Holdings

    R.F. Lafferty & Co., Inc.

    Lucosky Brookman LLP

    Onestop Assurance PAC