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Noventiq
Holding Company

26-28 Hammersmith Grove

London W6 7HA

United Kingdom

March 13, 2024

Division of Corporation Finance

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

 Re: Noventiq Holding Co

Registration Statement on Form F-4

Filed January 2, 2024

File No. 333-276351

Ladies and Gentlemen:

Noventiq Holding Company (referred
to as “Noventiq”, the “Company”, “we”, “our” or “us” and together with its
subsidiaries, the “Group”) hereby respectfully submits our responses to the comments issued by the Staff (the “Staff”)
of the Securities and Exchange Commission (the “Commission”) in its letter dated January 30, 2024 (the “Comment
Letter”) regarding our Registration Statement on Form F-4, filed with the Commission on January 2, 2024 (the “Registration
Statement”).

The Company has today filed
via EDGAR this letter together with its amended registration statement on Form F-4 (the “Amended Registration Statement”)
which respond to the Staff’s comments contained in the Comment Letter. For the convenience of the Staff we have repeated in bold
type the Staff’s comment immediately prior to our response as set forth below. Capitalized terms used in this letter that are not
otherwise defined have the meanings ascribed to them in the Amended Registration Statement.

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.

The Company acknowledges the Staff’s
comment and confirms that it has revised the Amended Registration Statement accordingly.

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.

The Company acknowledges the Staff’s
comment and confirms that it has revised the Amended Registration Statement accordingly to remove this measure and other measures derived
from this measure.

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.

The Company acknowledges the Staff’s
comment and confirms that it has revised the Amended Registration Statement accordingly. As Noventiq is a trading company, management
focuses on working capital as a measure which includes changes in assets and liabilities which take part in day to day operation of the
company, such as cash and cash equivalents, gross trade receivables, advance issued, software licenses and other inventory, trade accounts
payables and contract liabilities. Other assets and liabilities are not being part of day-to-day business operations, they are referring
to loans and borrowings, deposits and other financial assets, taxes due balances, lease liabilities, deferred payments and contingent
liabilities for acquisitions and other non-operational assets and liabilities.

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.

The guide pricing and delivery service
level agreements (“SLAs”) noted in the risk factor titled “We depend on the timely availability of our vendors’
products.” relates to the Company’s arrangements to resell particular hardware products, such as servers and other IT
equipment, from numerous vendors as part of its Hardware product line. These SLAs do not require any minimum purchase obligations. Each
agreement merely provides that the Company may submit purchase orders and sets forth the guide pricing and delivery times for any products
to be supplied. The hardware supplied pursuant to purchase orders placed under the SLAs are off-the-shelf items, none of which are designed
or manufactured specifically for the Company, and alternative suppliers for such items are generally available, except potentially during
periods of industry-wide supply disruptions (such as that experienced during the COVID-19 pandemic) as described in this risk factor.
The SLAs do not contain any terms that would be material to investors and no individual SLA is material in amount or significance to the
Company's business or profitability. As a result, the Company believes that this risk factor appropriately focuses on the risk of supply
chain interruptions during potential periods of industry-wide supply disruption and that all material information regarding the Company's
SLAs have been disclosed and no SLA is required to be filed as an exhibit.

With respect to the master services
agreement (the “MSA”) with Niltasoft Computers Trading L.L.C. (“Niltasoft”) described in the risk factor titled
 “For a period following the Separation, we are reliant on SLR for the provision of certain services and any disruption to such
services, or failure to develop such functions internally, could have a material adverse effect on our business, financial condition,
results of operations and prospects.” on page 43 of the Amended Registration Statement, the Company is currently in the
final stages of migrating these various services in-house, or for certain services to new third-party providers, and expects to have completed
this transition and terminated the MSA prior to requesting acceleration of the effectiveness of the F-4. Accordingly, the Company expects
that this risk factor will be significantly amended to reflect the migration of these services and the termination of the MSA, in a subsequent
amendment to the F-4.

For completeness, the Company also firmly
believes that its relationships with vendors (including termination provisions and other terms and conditions) is appropriately described
in the “Risk Factors” section as well as the section titled “Business of Noventiq—Vendors and Procurement”
and that no individual agreement is required to be filed because no individual agreement is material including in amount or significance.

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.

In response to the Staff’s comment,
the Company has revised the Anticipated Accounting Treatment section on pages 70-72 of the Amended Registration Statement to include
specific terms of the Sponsor Earnout Shares and Company Shareholder Earnout Shares.

 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.

In response to the Staff’s comment,
the Company has revised the disclosure on pages 71-72 of the Amended Registration Statement and notes that a separate IFRS 2 expense
adjustment for the Company Shareholder Earnouts is not necessary given the way the Company has incorporated the publicly-quoted share
price of CGAC to derive the fair value of the CGAC shares, and that price reflects the fair value of the Company Shareholder Earnout shares.

The fact that Noventiq is deriving the
value of the consideration by reference to the more readily determinable publicly-quoted share price of CGAC renders any adjustment/consideration
of the value of earnout to Noventiq unnecessary (because we believe the value is theoretically reflected in the publicly-quoted share
price pre-consummation). More specifically, the Company concluded that any value that may accrue to the benefit of the Noventiq shareholders
(and, consequently, to the detriment of the CGAC shareholders) as a result of the earnout arrangement, assuming the terms are known to
the market, would also be reflected in the share price of CGAC prior to consummation.

Accordingly, Noventiq determined that
the publicly-quoted share price of CGAC would theoretically reflect the incremental fair value that the Earnout arrangements will generate
for CGAC’s public shareholders and would also theoretically reflect the reduction in value that may result to CGAC’s shareholders
for any value of the Earnout Shares that is retained by the Noventiq’s shareholders given the public investors would fully utilize
the announced information to make their decision. As such, the Company concluded that no additional adjustment is warranted to the fair
value of consideration issued in deriving the deemed cost of the listing services in Adjustment (I) and (DD) of the pro forma financial
statements.

 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.

In response to the Staff’s
comment, the Company has revised the Anticipated Accounting Treatment section on pages 70-72 of the Amended Registration Statement
to include discussion around the equity classification for the Sponsor Earnout Shares, Company Shareholder Earnout Shares and
Contingent Share Rights.

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.

In response to the Staff’s comment, the Company
has removed Footnote 1 under the Unaudited Pro Forma Condensed Combined Statement of Financial Position on pages 73-74 of the
Amended Registration Statement because there is no financial statement impact. Instead, the Company has provided additional
disclosure around the treatment of the Company Shareholder Earnout in the Anticipated Accounting Treatment section in the Unaudited
Pro Forma Condensed Combined Financial Statements on pages 71-72 of the Amended Registration Statement.

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.

In response to the Staff’s comment,
the Company has revised the adjustment described in note BB on page 81 of the Amended Registration Statement to include 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.

In response to the Staff’s comment,
the 2,000,000 Sponsor Earnout Shares are the updated 2,000,000 Sponsor Founder Shares. As described in the Amended and Restated Sponsor
Support Agreement on page B-2, (i) 5,000,000 Sponsor Founder Shares shall automatically be forfeited and returned to CGAC for
cancellation pursuant to Section 2.5(a) of the A&R Business Combination Agreement and (iii) 2,000,000 of the PubCo
Ordinary Shares issued in respect of the Sponsor Founder Shares (the “Sponsor Earn-Out Shares”) will be subject to forfeiture
pursuant to Section 2.5(d) of the Business Combination Agreement.

The Company has revised the Anticipated
Accounting Treatment section on pages 70-71 of the Amendment No. 1 to include additional discussion around the Sponsor Earnout
Shares and has noted that these shares are inclusive of the Sponsor Founder Shares noted elsewhere in the proxy statement/prospectus.
The expense for these shares is captured in adjustment note I and note DD. Further, the Company has added additional disclosure to adjustment
note E that the estimated transaction expense is inclusive of the fees associated with the Finder’s Fee Arrangement.

 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.

In response to the Staff’s comment,
the Company has addressed this comment in the response included in question 10 above.

 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.

In response to the Staff’s comment,
the Company has addressed this comment in the response included in question 10 above.

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.

The Company acknowledges the Staff’s
comment and confirms that it has revised the Amended Registration Stateme