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Correspondence 0001493152-25-007231 from BeLive Holdings (BLIV)

BeLive Holdings
Date: Feb. 18, 2025 · CIK: 0001982448 · Accession: 0001493152-25-007231

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File numbers found in text: 333-280739

Referenced dates: February 6, 2025

Date
Feb. 18, 2025
Author
/s/
Form
CORRESP
Company
BeLive Holdings

Letter

VIA EDGAR Re: BeLive Holdings Amendment No. 6 to Registration Statement on Form F-1 Filed on January 21, 2025 File No. 333-280739

Dear Ms. Veator:

We represent BeLive Holdings (“Registrant” and “Company”) as U.S. counsel. We are submitting herewith Amendment No. 7 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 February 6, 2025, 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 comments have been reproduced below, followed by the Registrant’s response.

Amendment No. 7 also has been revised to reflect an increase in the amount of the offering and revisions to the underwriter’s compensation.

Amendment No. 6 to Registration Statement on Form F-1

Exhibit Index, page II-1

1. Please have your Independent Registered Public Accounting Firm update its consent.

Response:

The Exhibit Index has been revised to reflect that an updated consent from our Independent Registered Public Accounting Firm is attached as Exhibit 23.1.

2.

Please revise to reference the appropriate company in the explanatory note.

Response:

The explanatory note has been revised. See page 2.

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

Show Raw Text
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

February
18, 2025

VIA
EDGAR

Registration
Statement

U.S.
Securities and Exchange Commission

100
F. Street, N.E.

Washington,
DC 20549

    Re:
    BeLive
    Holdings

    Amendment
    No. 6 to Registration Statement on Form F-1

    Filed
    on January 21, 2025

    File
    No. 333-280739

Dear
Ms. Veator:

We
represent BeLive Holdings (“Registrant” and “Company”) as U.S. counsel. We are submitting herewith Amendment
No. 7 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 February 6, 2025, 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 comments have been reproduced below,
followed by the Registrant’s response.

Amendment
No. 7 also has been revised to reflect an increase in the amount of the offering and revisions to the underwriter’s compensation.

Amendment
No. 6 to Registration Statement on Form F-1

Exhibit
Index, page II-1

    1.
    Please
    have your Independent Registered Public Accounting Firm update its consent.

Response:

The
Exhibit Index has been revised to reflect that an updated consent from our Independent Registered Public Accounting Firm is attached
as Exhibit 23.1.

    2.

    Please
    revise to reference the appropriate company in the explanatory note.

Response:

The
explanatory note has been revised. See page 2.

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