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January 30, 2024
Steve Salter
VP Corporate Affairs
Noventiq Holding Co
26-28 Hammersmith Grove
London W6 7HA
United Kingdom
Re:Noventiq Holding Co
Registration Statement on Form F-4
Filed January 2, 2024
File No. 333-276351
Dear Steve Salter:
            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.
Form F-4 filed January 2, 2024
Summary Historical Financial Information of Noventiq, page 25
1.Please provide an organizational chart outlining your pre- and post-business combination
corporate structure and illustrating the relationships of the various entities discussed
throughout the registration statement.
Non-IFRS Measures
Reconciliation of Gross Sales to Revenue, page 25
2.Your presentation of gross sales appears to be an individually tailored measure that
changes the net basis recognition principle required under IFRS to a gross basis
presentation and, therefore, violates Rule 100(b) of Regulation G. Refer to question
100.04 of the Commissions Non-GAAP Compliance and Disclosure Interpretations.
Please remove this measure and other measures derived from this measure from you
registration statement.

 FirstName LastNameSteve Salter
 Comapany NameNoventiq Holding Co
 January 30, 2024 Page 2
 FirstName LastName
Steve Salter
Noventiq Holding Co
January 30, 2024
Page 2
Calculation of Working Capital, page 29
3.Your calculation of working capital does not appear to include all current assets and
current liabilities as set forth on your balance sheet on page F-79. Please revise your
disclosures to describe the current assets and current liabilities that are excluded from the
calculation and further explain why you believe this measure provides useful information
to investors.
Risk Factors
We depend on the timely availability of our vendors products., page 43
4.We note your disclosure that you depend on the availability of your vendors’ products,
most of whom you have delivery service level agreements with. We also note your
disclosure in the subsequent risk factor of a master service agreement entered in October
2023 with Niltasoft Computers Trading L.L.C. Please revise to provide the material terms
of any agreements on which you are dependent, including any milestones requirements
and termination provisions. Identify the parties involved and file any agreement as an
exhibit or tell us why it is not required. Refer to Items 4.B.6. and 19 of Form 20-F.
Unaudited Pro Forma Condensed Combined Financial Statements
Anticipated Accounting Treatment, page 69
5.Please disclose the specific terms of the Sponsor Earnout Share agreement and the
Company Shareholder Earnout Share agreement, including the number of shares eligible
for issuance, the parties eligible to receive the shares and the conditions upon which they
will vest and be issued.
6.You disclose that the Company Shareholder Earnout Shares are in the scope of IFRS 2.
Clarify how the compensation expense relating to these shares will be recognized in your
post combination financial statements in accordance with IFRS 2 and clarify how you
considered including an adjustment relating to this compensation expense in your pro
forma Statement of Profit or Loss and Other Comprehensive Income for the year ended
March 31, 2023. Revise your disclosures accordingly.
7.You disclose that the Sponsor Earnout Shares, the Company Shareholder Earnout Shares,
and the Contingent Share Rights are classified as equity. Tell us the factors you
considered in making this determination and the authoritative accounting literature upon
which you are relying.

 FirstName LastNameSteve Salter
 Comapany NameNoventiq Holding Co
 January 30, 2024 Page 3
 FirstName LastName
Steve Salter
Noventiq Holding Co
January 30, 2024
Page 3
Unaudited Pro Forma Condensed Combined Statement of Financial Position as of March 31,
2023, page 72
8.Your disclosure indicates that the fair value of the Company Shareholder Earnout Shares
is $110,990,000. Please disclose the estimated number of shares assumed issuable, the
specific valuation techniques used, and the significant assumptions used in determining
the number of shares and the fair value. Further, if significantly different results may
occur, please provide additional disclosure of the range of outcomes.
Notes to Unaudited Pro Forma Condensed Combined Financial Information
Note 4. Adjustments to Unaudited Pro Forma Condensed Combined Financial Information
Transaction Accounting Adjustments to the Unaudited Pro Forma Condensed Combined
Statement of Profit or Loss and Other Comprehensive Income, page 77
9.Clarify if the adjustment described in note BB, relating to the direct, incremental costs of
the Business Combination for legal, financial advisory, accounting and other professional
fees, includes estimated transaction expenses for both CGAC and Noventiq.

10.We note your disclosure on page F-35 that an additional 5,000,000 Founder Shares will be
held in escrow and only released upon the occurrence of the same milestone events as the
Earnout Shares are issued. Clarify if you will recognize compensation expense relating to
these shares in your post-combination financial statements and the factors you considered
in making this determination. If so, tell us how you considered including an adjustment in
your pro forma Statement of Profit or Loss and Other Comprehensive Income for the year
ended March 31, 2023 to give effect to this compensation expense.
11.We note your disclosure on page F-35 that stock-based compensation will be recognized
at the consummation of the business combination related to the Finders Fee Arrangement.
Tell us how you considered including an adjustment in your pro forma Statement of Profit
or Loss and Other Comprehensive Income for the year ended March 31, 2023 to give
effect to give effect to this compensation expense.
12.We note your disclosure on page F-45 that you will recognize stock-based compensation
relating to the Founder Shares transferred to the independent directors upon the
consummation of the business combination.  Tell us how you considered including an
adjustment in your pro forma Statement of Profit or Loss and Other Comprehensive
Income for the year ended March 31, 2023 to give effect to this compensation expense.
Proposal No. 1 - The Business Combination Proposal, page 97
13.We note your references to PIPE investments on page 97 and elsewhere in the registration
statement. Please confirm whether there have been any negotiations with potential PIPE
investors to date. Additionally, with a view toward revised disclosure, please tell us how
you intend to make investors aware of the terms of any PIPE investment.

 FirstName LastNameSteve Salter
 Comapany NameNoventiq Holding Co
 January 30, 2024 Page 4
 FirstName LastNameSteve Salter
Noventiq Holding Co
January 30, 2024
Page 4
Proposal No. 1 - The Business Combination Proposal
CGAC's Board of Directors' Reasons for the Approval of the Business Combination, page 98
14.We note your disclosure that “in evaluating the transaction with Noventiq, the CGAC
Board consulted with its management, legal counsel as well as financial and other
advisors, the board assessed the financial statements and internal projections of Noventiq
as part of the evaluation process and considered and evaluated a number of other factors.”
If the Board relied on any projections, please disclose the projections in the registration
statement as well as the key assumptions used in determining the projections.
Material U.S. Federal Tax Considerations, page 117
15.We note that you intend for the Merger to qualify as a reorganization, and, if so, U.S.
Holders would generally not recognize any gain or loss as a result of each transaction.
Please attribute this representation of tax consequences to counsel or advise why the tax
consequences are not material to an investor.
Liquidity and Capital Resources, page 139
16.Please disclose the minimum funding required to remain in business for at least the next
12 months, as well as the minimum number of months that you will be able to conduct
your planned operations using currently available capital resources. Refer to Item
303(b)(1) of Regulation S-K.
Noventiq's Management's Discussion and Analysis of Financial Condition and Results of
Operations, page 180
17.We note instances where two or more sources of a material change have been identified,
without quantifying the amount that each source contributed to the change. Please
quantify each source that contributed to a material change within revenues and discuss the
amount attributable to acquisitions versus organic growth. See Item 303(a)(3)(iii) of
Regulation S-K. For example, you state that, “While recurring revenue increased by
20.5% for the year ended March 31, 2023, its share as a percentage of total revenue
decreased compared to the year ended March 31, 2022 due to the impact of increased
Hardware and Services revenue from acquisitions.” In all instances where you attribute
revenue growth to both internal business development efforts and strategic acquisitions,
please separately quantify the contribution of each of these materials so that investors can
understand the extent to which your growth is due to acquisitions compared to organic
growth.

CGACs Related Party Transactions, page 221
18.We note your disclosure here that on October 28, 2020, the Sponsor paid $25,000, or
approximately $0.003 per share to cover certain expenses on CGAC’s behalf in
consideration of 8,625,000 Class B ordinary share. However, this appears inconsistent

 FirstName LastNameSteve Salter
 Comapany NameNoventiq Holding Co
 January 30, 2024 Page 5
 FirstName LastNameSteve Salter
Noventiq Holding Co
January 30, 2024
Page 5
with the disclosure in your Summary where you state that the Sponsor paid $25,000 to
CGAC to cover certain offering costs in consideration for 8,625,000 Class B ordinary
shares, par value $0.0001 per share of CGAC. Please revise to address this apparent
inconsistency. We also note disclosure that indicates that your sponsor transferred 50,000
founder shares to three of its independent directors. Please revise your disclosure, here and
elsewhere to quantify the aggregate dollar amount of the shares or describe any additional
consideration provided, if any, by CGAC’s independent directors for the CGAC Founder
Shares transferred from the Sponsor. Lastly, consider revising your disclosure here and
elsewhere to include the names of the directors that received the transferred shares.
Noventiq Holdings PLC Consolidated Financial Statements
Notes to Consolidated Financial Statements
3. Significant accounting judgments, estimates and assumptions
Non-cash distribution of the Russian business to the shareholder, page F-102
19.Your disclosure on page 201 appears to indicate you have applied the provisions of IFRIC
17 by analogy to this transaction resulting in the recognition of a gain. Clarify more
specifically how you applied the provisions of IFRIC 17. In your response, clarify whether
you consider this a pro-rata distribution to shareholders or a non-pro-rata distribution,
your basis for this determination, and how you considered this in your determination to
apply the provisions of IFRIC 17.
4. Significant Accounting Policies
(l) Revenue Recognition , page F-115
20.You disclose that the Group’s revenue arrangements may contain multiple performance
obligations that include obligations to deliver one or more products or services. Clarify the
specific products and services that are included together in your revenue arrangements and
how you determined that each represents a distinct performance obligation, taking into
consideration all the factors in paragraphs 22 through 30 of IFRS 15.
Sale of Software and Cloud, page F-116
21.You disclose that the Group resells third party software subscriptions which include
traditional on-premises licensing and cloud-based service arrangements that allow for the
use of a hosted software product or service over a contractually determined period.  Please
clarify your disclosures to describe your revenue recognition policies with respect to the
resale of cloud-based service arrangements that allow the use of hosted software and
clarify the authoritative accounting literature upon which you are relying. In your
response, also clarify if these services are sold together with on-premise licenses and how
you considered whether these are distinct performance obligations.
22.You disclose that your multi-year licensing contracts have a term of up to three years.
However, you also disclose that you have an obligation to arrange the sale for each year
and it appears that the customer can decide to change channel partners. As such, please

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 Comapany NameNoventiq Holding Co
 January 30, 2024 Page 6
 FirstName LastName
Steve Salter
Noventiq Holding Co
January 30, 2024
Page 6
clarify how these contracts have a term of three years. Please also clarify your specific
responsibilities as a partner each year and clarify the factors you considered in
determining to recognize the annual amount of software subscription revenue at each
anniversary date. In your response, clarify the authoritative accounting literature upon
which you are relying.
23.We note your disclosure on page F-54 that an accounting policy change in favor of net
presentation was adopted for most of your software products under software and cloud
business that were previously presented gross. We further note your disclosure on page F-
189 that you recorded $35.7 million as cost of sales related to sale of software and cloud.
Please clarify the composition of these costs and the revenue arrangements to which they
relate, including whether they are recognized on a gross or net basis.
Warranties, page F-116
24.You disclose that service-type warranties in connection with the Group’s integrated
solution are generally offered separately in the same contract to customers and represent
separate performance obligations which are priced separately in the contract. Clarify your
accounting policies relating to these contracts and the authoritative accounting literature
upon which you are relying. In your response, also clarify the party responsible for
providing the warranty service and resolving defects and other issues.
5. Business combinations, acquisitions and disposals
(d) Disposal of subsidiaries in the year ended 31 March 2022, page F-158
25.You disclose that you disposed of a range of subsidiaries in a distribution to a controlling
shareholder whereby you derecognized assets and liabilities in the total amount of $37.7
million, and the net assets were deducted from the Group’s equity. Clarify the
authoritative accounting literature upon which you are relying in accounting for these
transactions. In your response, also clarify how these transactions differ from your
distribution of Softline Trade JSC to a shareholder such that it is appropriate to recognize
that transaction on the basis of fair value with the gain or loss recognized in the statement
of profit or loss, but to recognize these transactions in the Group’s equity.
37. Segments Information, page F-213
26.Clarify how your disclosure of Adjusted EBITDA relating to the pre-acquisition impacts
and the post-acquisition impacts of acquired businesses complies with IFRS 8. In this
regard, these would appear to be non-IFRS measures that should not be included in the
notes to the financial statements, in accordance with item 10(e)(i