SecProbe.io

CORRESP
 1
 filename1.htm

 BELIVE
HOLDINGS

 26A
Ann Siang Road

 #03-00

 Singapore
069706

 Telephone:
+65 9090 5788

 Email:
 kenneth.tan@belive.sg

 March
6, 2026

 VIA
EDGAR

 Assistant
Director

 Division
of Corporation Finance

 Office
of Technology

 U.S.
Securities and Exchange Commission

 100
F Street, N.E.

 Washington,
D.C. 20549

 Attn:
Jan Woo

 Re:
 BeLive
 Holdings
 Registration
 Statement on Form F-1
 Filed
 February 27, 2026
 SEC
 File No. 333- 293897

 Dear
Ms. Woo:

 Pursuant
to Rule 461 under the Securities Act of 1933, as amended, BeLive Holdings (the "Registrant") hereby requests that the Registrant's
Registration Statement on Form F-1, filed with the Commission on February 27, 2026, become effective at 4:00 pm, Eastern Time, on March
10, 2026, or as soon thereafter as possible.

 The
Registrant acknowledges that (i) should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective,
it does not foreclose the Commission from taking any action with respect to the filings; (ii) the action of the Commission or the staff,
acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Registrant from its full responsibility
for the adequacy and accuracy of the disclosure in the filing; and (iii) the Registrant may not assert this action as a defense in any
proceeding initiated by the Commission or any person under the federal securities laws of the United States.

 Please
note that this letter will be filed with the Commission via EDGAR. If you have any questions or concerns, please contact Celia Velletri,
Esq. at (303) 907-4842.

 BELIVE
 HOLDINGS

 By:
 /s/
 Kenneth Teck Chuan Tan

 Name:

 Kenneth
Teck Chuan Tan

 Title:
 Chief
 Executive Officer

 c:
 Henry
 F. Schlueter
 Celia
 Velletri

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 March 4, 2026

Kenneth Teck Chuan Tan
Chief Executive Officer
BeLive Holdings
26A Ann Siang Road
#03-00
Singapore 069706

 Re: BeLive Holdings
 Registration Statement on Form F-1
 Filed February 27, 2026
 File No. 333-293897
Dear Kenneth Teck Chuan Tan:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
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.

 Please contact Jan Woo at 202-551-3453 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Technology
cc: Celia Velletri
</TEXT>
</DOCUMENT>

CORRESP
 1
 filename1.htm

 BeLive
Holdings

 26A
Ann Siang Road

 #03-00

 Singapore
069706

 +(65)
9090 5788

 March
28, 2025

 VIA
EDGAR

 U.S.
Securities and Exchange Commission

 Division
of Corporation Finance

 Office
of Technology

 100
F Street, N.E.

 Washington,
D.C. 20549

 Attention:
 Lauren
 Pierce and Matthew Derby

 Re :
 BeLive
 Holdings

 Registration
 Statement on Form F-1, as amended

 File
 No. 333-280739

 REQUEST
FOR ACCELERATION OF EFFECTIVENESS

 Requested
Date: March 31, 2025

 Requested
Time: 4 p.m., Eastern Time

 Dear
Sir or Madam:

 On
behalf of BeLive Holdings (the "Registrant"), I hereby request that the effective date of the above-referenced registration
statement on Form F-1, as amended, be accelerated pursuant to Rule 461 under the Securities Act of 1933, as amended, so that it will
be declared effective at 4:00 pm (Eastern Standard Time) on March 31, 2025, or as soon thereafter as possible.

 The
Registrant acknowledges that (i) should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective,
it does not foreclose the Commission from taking any action with respect to the filings; (ii) the action of the Commission or the staff,
acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Registrant from its full responsibility
for the adequacy and accuracy of the disclosure in the filing; and (iii) the Registrant may not assert this action as a defense in any
proceeding initiated by the Commission or any person under the federal securities laws of the United States.

 Please
note that this letter will be filed with the Commission via EDGAR. If you have any questions or concerns, please contact Henry F. Schlueter,
Esq. at (303) 868-3382 or Celia Velletri, Esq. at (303) 907- 4842.

 Sincerely,

 BELIVE
 HOLDINGS

 /s/
 Kenneth Teck Chuan Tan

 Kenneth
 Teck Chuan Tan

 Chief
 Executive Officer

 c:
 Henry
 F. Schlueter

 Celia
 Velletri

CORRESP
 1
 filename1.htm

 R.F.
Lafferty & Co., Inc.

 40
Wall Street

 New
York, NY 10004

 March
28, 2025

 VIA
EDGAR

 U.S.
Securities and Exchange Commission

 Division
of Corporation Finance

 Office
of Technology

 100
F Street, N.E.

 Washington,
D.C. 20549

 Attention:
Lauren Pierce and Matthew Derby

 Re :
 BeLive
 Holdings

 Registration
 Statement on Form F-1, as amended

 File
 No. 333-280739

 REQUEST
FOR ACCELERATION OF EFFECTIVENESS

 Requested
 Date:
 Monday,
 March 31, 2025

 Requested
 Time:
 4:00
 p.m., Eastern Time

 Ladies
and Gentlemen:

 In
accordance with Rule 461 under the Securities Act of 1933, as amended (the " Securities Act "), we, the undersigned,
as representative of the several underwriters of the proposed initial public offering of securities of BeLive Holdings (the " Company "),
hereby join the Company's request that the effective date of the above-referenced registration statement on Form F-1, as amended,
be accelerated so that it will be declared effective at 4:00 p.m., Eastern Time, on March 31, 2025 or as soon thereafter as possible.

 Pursuant
to Rule 460 under the Securities Act, please be advised that we will distribute as many copies of the proposed form of preliminary prospectus
as appears to be reasonable to secure adequate distribution of the preliminary prospectus.

 The
undersigned advises that it has complied and will continue to comply with the requirements of Rule 15c2-8 under the Securities Exchange
Act of 1934, as amended.

 Very
 truly yours,

 R.F.
 LAFFERTY & CO., INC.

 By:
 /s/
 John Heidenreich

 John
 Heidenreich

 Head
 of Capital Markets

CORRESP
 1
 filename1.htm

 R.F.
Lafferty & Co., Inc.

 40
Wall Street

 New
York, NY 10004

 March
26, 2025

 VIA
EDGAR

 U.S.
Securities and Exchange Commission

 Division
of Corporation Finance

 Office
of Technology

 100
F Street, N.E.

 Washington,
D.C. 20549

 Attention:
Lauren Pierce and Matthew Derby

 Re : BeLive
 Holdings

 Registration
Statement on Form F-1, as amended

 File
No. 333-280739

 WITHDRAWAL
OF ACCELERATION REQUEST

 Requested Date: Tuesday,
 March 25, 2025

 Requested Time: 5:00 p.m., Eastern Time

 Ladies
and Gentlemen:

 Reference
is made to our letter, filed as correspondence via EDGAR on March 24, 2025, in which we, as representative of the several underwriters
of the proposed initial public offering of securities of BeLive Holdings (the "Company"), joined the Company's request
for acceleration of the effective date of the above-referenced Registration Statement for Tuesday, March 25, 2024, at 5:00 p.m. Eastern
Time. The Company is no longer requesting that such Registration Statement be declared effective at this time, and we hereby formally
withdraw our request for acceleration of the effective date.

 Very
 truly yours,

 R.F.
 LAFFERTY & CO., INC.

 By:
 /s/John
 Heidenreich

 John
 Heidenreich

 Head
 of Capital Markets

CORRESP
 1
 filename1.htm

 BeLive Holdings

 26A Ann Siang Road

 #03-00

 Singapore 069706

 +(65) 9090 5788

 March 26, 2025

 VIA EDGAR

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

 Office of Technology

 100 F Street, N.E.

 Washington, D.C. 20549

 Attention:
 Lauren Pierce and Matthew Derby

 Re :
 BeLive Holdings

 Registration Statement on Form F-1, as amended

 File No. 333-280739

 WITHDRAWAL OF REQUEST FOR ACCELERATION
OF EFFECTIVENESS

 Dear Sir or Madam:

 On behalf of BeLive Holdings (the
"Registrant"), I hereby request permission to withdraw the previously submitted request for acceleration of the effective
date of the above-referenced registration statement on Form F-1, as amended.

 Please note that this letter will
be filed with the Commission via EDGAR. If you have any questions or concerns, please contact Henry F. Schlueter, Esq. at (303) 868-3382
or Celia Velletri, Esq. at (303) 907- 4842.

 Sincerely,

 BELIVE HOLDINGS

 /s/ Kenneth Teck Chuan Tan

 Kenneth Teck Chuan Tan

 Chief Executive Officer

 c:

 Henry F. Schlueter
 Celia Velletri

CORRESP
 1
 filename1.htm

 BeLive
Holdings

 26A
Ann Siang Road

 #03-00

 Singapore
069706

 +(65)
9090 5788

 March
25, 2025

 VIA
EDGAR

 U.S.
Securities and Exchange Commission

 Division
of Corporation Finance

 Office
of Technology

 100
F Street, N.E.

 Washington,
D.C. 20549

 Attention:
 Lauren
 Pierce and Matthew Derby

 Re :
 BeLive
 Holdings

 Registration
 Statement on Form F-1, as amended

 File
 No. 333-280739

 REQUEST
FOR ACCELERATION OF EFFECTIVENESS

 Requested
Date: _March 25, 2025

 Requested
Time: 5 p.m., Eastern Time

 Dear
Sir or Madam:

 On
behalf of BeLive Holdings (the "Registrant"), I hereby request that the effective date of the above-referenced registration
statement on Form F-1, as amended, be accelerated pursuant to Rule 461 under the Securities Act of 1933, as amended, so that it will
be declared effective at 5:00 pm (Eastern Standard Time) on March 25, 2025, or as soon thereafter as possible.

 The
Registrant acknowledges that (i) should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective,
it does not foreclose the Commission from taking any action with respect to the filings; (ii) the action of the Commission or the staff,
acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Registrant from its full responsibility
for the adequacy and accuracy of the disclosure in the filing; and (iii) the Registrant may not assert this action as a defense in any
proceeding initiated by the Commission or any person under the federal securities laws of the United States.

 Please
note that this letter will be filed with the Commission via EDGAR. If you have any questions or concerns, please contact Henry F. Schlueter,
Esq. at (303) 868-3382 or Celia Velletri, Esq. at (303) 907- 4842.

 Sincerely,

 BELIVE
HOLDINGS

 /s/
 Kenneth Teck Chuan Tan

 Kenneth
 Teck Chuan Tan

 Chief
 Executive Officer

 c:
 Henry
 F. Schlueter
 Celia
 Velletri

CORRESP
 1
 filename1.htm

 R.F.
Lafferty & Co., Inc.

 40
Wall Street

 New
York, NY 10004

 March
24, 2025

 VIA
EDGAR

 U.S.
Securities and Exchange Commission

 Division
of Corporation Finance

 Office
of Technology

 100
F Street, N.E.

 Washington,
D.C. 20549

 Attention:
Lauren Pierce and Matthew Derby

 Re :
 BeLive Holdings

 Registration
 Statement on Form F-1, as amended

 File No. 333-280739

 REQUEST
FOR ACCELERATION OF EFFECTIVENESS

 Requested
Date: Tuesday, March 25, 2025

 Requested
Time: 5:00 p.m., Eastern Time

 Ladies
and Gentlemen:

 In
accordance with Rule 461 under the Securities Act of 1933, as amended (the " Securities Act "), we, the undersigned,
as representative of the several underwriters of the proposed initial public offering of securities of BeLive Holdings (the " Company "),
hereby join the Company's request that the effective date of the above-referenced registration statement on Form F-1, as amended,
be accelerated so that it will be declared effective at 5:00 p.m., Eastern Time, on March 25, 2025 or as soon thereafter as possible.

 Pursuant
to Rule 460 under the Securities Act, please be advised that we will distribute as many copies of the proposed form of preliminary prospectus
as appears to be reasonable to secure adequate distribution of the preliminary prospectus.

 The
undersigned advises that it has complied and will continue to comply with the requirements of Rule 15c2-8 under the Securities Exchange
Act of 1934, as amended.

 Very truly yours,

 R.F. LAFFERTY & CO., INC.

 By:
 /s/John Heidenreich

 John Heidenreich

 Head of Capital Markets

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

 March
25, 2025

 VIA
EDGAR

 Registration
Statement

 U.S.
Securities and Exchange Commission

 100
F. Street, N.E.

 Washington,
DC 20549

 Re:
 BeLive
 Holdings

 Amendment
 No. 8 to Registration Statement on Form F-1
 Filed
 on February 25, 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. 9 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 verbal comment received on March 24, 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 requesting that a currently dated consent from the Company's
certified public accountants be included as an Exhibit. For your convenience, the comment has been reproduced below, followed by the
Registrant's response.

 Amendment
No. 8 to Registration Statement on Form F-1

 1.
 Please
 provide an updated consent from the Company's certified public accountants.

 Response:

 A
currently dated consent from the Company's certified public accountants is attached as Exhibit 23.1

 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.

 Thank
you 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

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
25, 2025

VIA
EDGAR

Registration
Statement

U.S.
Securities and Exchange Commission

100
F. Street, N.E.

Washington,
DC 20549

    Re:
    BeLive
    Holdings

    Amendment
    No. 7 to Registration Statement on Form F-1

    Filed
    on February 18, 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. 8 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 verbal comment received on February 24, 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 comment has been reproduced
below, followed by the Registrant’s response.

Amendment
No. 7 to Registration Statement on Form F-1

    1.
    Please
    update the Executive Compensation table to include full year 2024 information.

Response:

The
Executive Compensation table has been updated to include full year 2024 information.

See
pages 87 and 89.

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

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

February 6, 2025
Kenneth Teck Chuan Tan
Chief Executive Officer
BeLive Holdings
26A Ann Siang Road
#03-00
Singapore 069706
Re:BeLive Holdings
Amendment No. 6 to Registration Statement on Form F-1
Filed January 21, 2025
File No. 333-280739
Dear Kenneth Teck Chuan Tan:
            We have reviewed your amended 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.
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.
General
2.Please revise to reference the appropriate company in the explanatory note.

February 6, 2025
Page 2
            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 Matthew Derby at 202-551-3334 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:Henry Schlueter

CORRESP
1
filename1.htm

BeLive
Holdings

26A
Ann Siang Rad

#03-00

Singapore
069706

Telephone:
+(65) 9090 5788

January
21, 2025

VIA
EDGAR

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

100
F Street, N.E.

Washington,
DC 20549

    Attention:
    Lauren
    Pierce

    Matthew
    Derby

    Re:

    BeLive
    Holdings Registration Statement on Form F-1 (File No. 333-280739)

    CIK
    No. 1982448

    Request
    for Waiver and Representation under Item 8.A.4 of Form 20-F

Ladies
and Gentlemen:

The
undersigned, BeLive Holdings, a foreign private issuer organized under the laws of the Cayman Islands (the “Company”),
is submitting this letter to the U.S. Securities and Exchange Commission (the “Commission”) in connection with registration
statement on Form F-1 (File No: 333-280739) filed with the Commission on the date hereof (as amended, the “Registration Statement”),
relating to a proposed initial public offering and listing in the United States of the Company’s ordinary shares.

The
Company has included in the Registration Statement its audited consolidated financial statements, prepared in accordance with accounting
principles generally accepted in the United States, as of and for the fiscal years ended December 31, 2023, and 2022, and unaudited consolidated
interim financial statements as of and for the six-month periods ended June 30, 2024, and 2023.

The
Company respectfully requests that the Commission waive the requirement of Item 8.A.4 of Form 20-F, which states that in the case of
a company’s initial public offering, the registration statement on Form F-1 must contain audited financial statements of a date
not older than 12 months from the date of filing (the “12-Month Requirement”). See also Division of Corporation
Finance, Financial Reporting Manual, Section 6220.3.

The
Company is submitting this waiver request pursuant to Instruction 2 to Item 8.A.4 of Form 20-F, which provides that the Commission will
waive the 12-Month Requirement “in cases where the company is able to represent adequately to us that it is not required to comply
with this requirement in any other jurisdiction outside the United States and that complying with this requirement is impracticable or
involves undue hardship.” See also the 2004 release entitled International Reporting and Disclosure Issues in the Division
of Corporation Finance (available on the Commission’s website at www.sec.gov/divisions/corpfin/internatl/cfirdissues1104.htm)
by the staff of the Division of Corporation Finance of the Commission at Section III.B.c, in which the staff notes that:

“...
the instruction indicates that the staff will waive the 12-month requirement where it is not applicable in the registrant’s other
filing jurisdictions and is impracticable or involves undue hardship. As a result, we expect that the vast majority of IPOs will be subject
only to the 15-month rule. The only times that we anticipate audited financial statements will be filed under the 12-month rule are when
the registrant must comply with the rule in another jurisdiction, or when those audited financial statements are otherwise readily available.”

In
connection with this waiver request, the Company represents to the Commission that:

 1. The
                                            Company is not currently a public reporting company in any jurisdiction.

 2. The
                                            Company is not required by any jurisdiction outside the United States to prepare financial
                                            statements audited under any generally accepted auditing standards for any interim period.

 3. Full
                                            compliance with Item 8.A.4 of Form 20-F at present is impracticable and involves undue hardship
                                            for the Company.

 4. The
                                            Company does not anticipate that its audited financial statements for the fiscal year ended
                                            December 31, 2024, will be available before April 30, 2025.

 5. In
                                            no event will the Company seek effectiveness of the Registration Statement if its audited
                                            financial statements are older than 15 months at the time of the Company’s initial
                                            public offering.

The
Company will file this letter as an exhibit to the Registration Statement pursuant to Instruction 2 to Item 8.A.4 of Form 20-F.

Very
truly yours,

  /s/
                                        Kenneth Teck Chuan Tan

Name:  Kenneth Teck Chuan
Tan

Title: Chief Executive
Officer (principal Executive Officer)

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

November 6, 2024
Kenneth Teck Chuan Tan
Chief Executive Officer
BeLive Holdings
26A Ann Siang Road
#03-00
Singapore 069706
Re:BeLive Holdings
Amendment No. 4 to Registration Statement on Form F-1
Filed October 30, 2024
File No. 333-280739
Dear Kenneth Teck Chuan Tan:
            We have reviewed your amended registration statement and have the following
comment.
            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.
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.

November 6, 2024
Page 2
            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

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

October
30, 2024

VIA
EDGAR

Registration
Statement

U.S.
Securities and Exchange Commission

100
F. Street, N.E.

Washington,
DC 20549

    Re:
    BeLive
    Holdings

    Amendment
                                            No. 3 to Registration Statement on Form F-1

    Filed
    on October 3, 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.4 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 October 21, 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.

Registration
Statement on Form F-1 filed October 3, 2024

Management’s
Discussion and Analysis of Financial Condition and Results of Operations Results of Operations

Comparison of the Six Months Ended June 30, 2023 and 2024, page 40

    1.
    Revise
    your disclosures to clarify the underlying reasons for the decrease in customers and revenue recognized during the period for each
    of your revenue streams. Describe the specific factors that led to the decrease in demand for your solutions and disclose any trends
    that are reasonably likely to have a material impact on future revenues. Refer to Item 303(b) and Item 303(b)(2)(ii) of Regulation
    S-K.

Response:

The
disclosure had been revised to clarify that the Company does not foresee the revenue dip as a long term trend. Given the current initiatives
in place, the Company has seen an increase in Q3’s sales performance (S$694,488) as compared to that in the first six months of
2024 (S$763,922). In addition, the Company has also partaken in several government tenders which are in the late stage of evaluation.
Such tenders are estimated to be around S$3.6 million.

See
page 40.

Unaudited
Interim Consolidated Financial Statements for the Six Months Ended June 30, 2024

Notes to Unaudited Interim Consolidated Financial Statements for the Six Months Ended June 30, 2024

2.
Summary of Significant Accounting Policies, page F-76

    2.

    We
    note that you have had net losses and operating cash outflows foreach period presented. Further, your working capital deficit is
    S$ 277,947 as of June 30, 2024. Tell us how you considered whether there are uncertainties that may cast significant doubt upon your
    ability to continue as a going concern and what consideration you gave to disclosing these uncertainties. Refer to paragraphs 25
    and 26 of IAS 1.

Response:

We
have been advised that the Company acknowledges the reported net losses and operating cash outflows during the periods presented and
has assessed its financial and operational position based on the following:

Financial
Support: The Company has secured a credit facility from an existing shareholder in an amount of up to US $2 million, which the
Company can draw down upon, if necessary. This shareholder has agreed to provide continuing financial support to the Company for twenty-four
months from the date of these unaudited interim condensed consolidated financial statements. A copy of the Loan Facility Agreement is attached as Exhibit 10.10
to the registration statement.

Cost
Management Initiatives: The Company has implemented stringent cost control measures aimed at reducing operational expenses while focusing
on areas that drive revenue growth. This includes reducing unnecessary expenses and optimizing resource allocation.

Revenue
Growth Prospects: Although the Company has experienced recent net losses, it anticipates significant revenue growth from its market expansion
initiatives. These have already shown positive early traction from July to September 2024 (Revenue: S$694,488 from July to September
2024 vs $763,922 for first six months of 2024), and it expects them to contribute meaningfully to its financial performance in upcoming
periods.

See
pages 4, 9, and F-76 Note 2a

12.
Trade and Other Receivables, page F-84

    3.

    Revise
    your disclosure to clarify the nature of the “Other Receivables” balance, including whether it is related to revenue
    generating activities or other activities. Clarify the parties from whom the balance is due, the repayment terms, and the source
    of repayment. Also, clarify if any amounts are past due and what consideration you gave to providing an allowance for expected credit
    loss.

Response:

The
Company has advised that the items in other receivables have been reclassified and rectified due to improper classification. The unaudited
interim condensed consolidated statements of profit or loss and other comprehensive income and Note 12 and 18 to the unaudited interim
condensed consolidated financial statements have been revised. The remaining “Other Receivables” balance are non-trade in
nature, and mainly included items such as receivable from a staff which have been subsequently settled.

See
pages F-72, F-84, and F-88.

21.
Share-based payment, page F-90

    4.

    Revise
    your disclosures to clarify how the stock compensation expense relating to the 5,900,000 share options granted in February 2024 is
    reflected in your financial statements. In this regard, your discussion of changes in expenses for the period on page 40 does not
    appear to include this expense.

Response:

The
disclosure has been revised to clarify that the share options (S$3,606,000) granted are reflected under administrative expenses in the
unaudited interim condensed consolidated statements of profit or loss and other comprehensive income.

See
pages 41 and F-90 Note 21 to the unaudited interim condensed consolidated financial statements.

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

October 21, 2024
Kenneth Teck Chuan Tan
Chief Executive Officer
BeLive Holdings
26A Ann Siang Road
#03-00
Singapore 069706
Re:BeLive Holdings
Amendment No. 3 to Registration Statement on Form F-1
Filed October 3, 2024
File No. 333-280739
Dear Kenneth Teck Chuan Tan:
            We have reviewed your amended 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 filed October 3, 2024
Management's Discussion and Analysis of Financial Condition and Results of Operations
Results of Operations
Comparison of the Six Months Ended June 30, 2023 and 2024, page 40
1.Revise your disclosures to clarify the underlying reasons for the decrease in customers
and revenue recognized during the period for each of your revenue streams. Describe
the specific factors that led to the decrease in demand for your solutions and
disclose any trends that are reasonably likely to have a material impact on future
revenues. Refer to Item 303(b) and Item 303(b)(2)(ii) of Regulation S-K.

October 21, 2024
Page 2
Unaudited Interim Consolidated Financial Statements for the Six Months Ended June 30,
2024
Notes to Unaudited Interim Consolidated Financial Statements for the Six Months Ended
June 30, 2024
2. Summary of Significant Accounting Policies, page F-76
2.We note that you have had net losses and operating cash outflows for
each period presented. Further, your working capital deficit is S$ 277,947 as of June
30, 2024. Tell us how you considered whether there are uncertainties that may cast
significant doubt upon your ability to continue as a going concern and what
consideration you gave to disclosing these uncertainties. Refer to paragraphs 25 and
26 of IAS 1.
12. Trade and Other Receivables, page F-84
3.Revise your disclosure to clarify the nature of the “Other Receivables” balance,
including whether it is related to revenue generating activities or other activities.
Clarify the parties from whom the balance is due, the repayment terms, and the source
of repayment. Also, clarify if any amounts are past due and what consideration you
gave to providing an allowance for expected credit loss.
21. Share-based payment, page F-90
4.Revise your disclosures to clarify how the stock compensation expense relating to the
5,900,000 share options granted in February 2024 is reflected in your financial
statements. In this regard, your discussion of changes in expenses for the period on
page 40 does not appear to include this expense.
            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

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

October
2, 2024

VIA
EDGAR

Registration
Statement

U.S.
Securities and Exchange Commission

100
F. Street, N.E.

Washington,
DC 20549

    Re:
    BeLive
    Holdings

    Amendment
    No. 2 to Registration Statement on Form F-1

    Filed
    on August 27, 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.3 to the Registration Statement on Form F-1 (the “Registration Statement”) which is being filed via EDGAR simultaneously
with this transmittal letter.

On
September 17, 2024 we were advised that the Division of Corporation Finance, Office of Energy & Transportation (the “Staff”)
of the U.S. Securities and Exchange Commission (the “Commission” or “SEC”) had no further comments to the Registration
Statement. Amendment No. 3, being filed herewith, is being filed to provide updated financial information and includes Unaudited Interim
Condensed Consolidated Financial Information for the Six-Month Ended June 30, 2024.

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

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

August
27, 2024

VIA
EDGAR

Registration
Statement

U.S.
Securities and Exchange Commission

100
F. Street, N.E.

Washington,
DC 20549

    Re:
    BeLive
    Holdings

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

    Filed
    on August 15, 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.2 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 August 23, 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. 1 to Registration Statement on Form F-1

General

 1. To
                                            the extent that the resale offering will not take place until the ordinary shares are listed
                                            on Nasdaq, please make this clear on the public offering prospectus cover page. As currently
                                            drafted, it appears that the primary and resale offering are part of the same firm commitment
                                            offering and will be conducted simultaneously. In addition, please remove the statement on
                                            the resale prospectus cover page stating that prior to the offering there has been no public
                                            market for the ordinary shares, as at the time shares are sold in the resale offering the
                                            primary offering will be complete and there will already be a public market for the shares.

Response:

Disclosure
revised to clarify that the resale offering is not part of the firm commitment public offering and will not take place until the ordinary
shares are listed on Nasdaq.

See
Prospectus Cover page and Resale Prospectus Cover page.

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

August 23, 2024
Kenneth Teck Chuan Tan
Chief Executive Officer
BeLive Holdings
26A Ann Siang Road
#03-00
Singapore 069706
Re:BeLive Holdings
Amendment No. 1 to Registration Statement on Form F-1
Filed on August 15, 2024
File No. 333-280739
Dear Kenneth Teck Chuan Tan:
            We have reviewed your amended registration statement and have the following comment.
            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.
Amendment No. 1 to Registration Statement on Form F-1
General
1.To the extent that the resale offering will not take place until the ordinary shares are listed
on Nasdaq, please make this clear on the public offering prospectus cover page. As
currently drafted, it appears that the primary and resale offering are part of the same firm
commitment offering and will be conducted simultaneously. In addition, please remove
the statement on the resale prospectus cover page stating that prior to the offering there
has been no public market for the ordinary shares, as at the time shares are sold in the
resale offering the primary offering will be complete and there will already be a public
market for the shares.

August 23, 2024
Page 2
            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

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

August
15, 2024

VIA
EDGAR

Registration
Statement

U.S.
Securities and Exchange Commission

100
F. Street, N.E.

Washington,
DC 20549

    Re:
    BeLive
    Holdings

    Registration
    Statement on Form F-1

    Filed
    on July 10, 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.1 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 July 29, 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.

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.

Response:

There
is no agreement pursuant to which FTAG Ventures Pte. Ltd. and our executive officers are considered a single entity or group and therefore
the disclosures regarding controlling shareholders have been revised.

See
Prospectus Cover Page and pages vi, 2, 6, 27, 29, 30, 50, 87, Resale Prospectus Alternative Cover Page, and
Part II, Item 7

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.

Response:

The
disclosure has been revised to disclose that the Company has not experienced any cybersecurity attacks or incidents.

See
page 12

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.

Response:

The
disclosure has been revised to explain in greater detail why our revenues decreased between the years ended December 31, 2022 and 2023.

See
page 40

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.

Response:

The
auditors have advised that with respect to “the retroactive presentation of  the reverse stock
split effected on February 18, 2024, in our financial statements, we considered the requirements outlined in paragraph 64 of IAS 33.

According
to paragraph 64 of IAS 33, if the number of ordinary or potential ordinary shares outstanding changes as a result of a capitalization,
bonus issue, or a share split (including reverse share split), the calculation of basic and diluted earnings per share for all periods
presented should be adjusted retrospectively. This adjustment is necessary to reflect the new number of shares as if the change had occurred
at the beginning of the earliest period presented.

In
compliance with this requirement, we have adjusted the number of shares used in the EPS calculations retrospectively for all periods
presented in our financial statements to account for the reverse stock split. This ensures that our EPS figures provide a consistent
and comparable basis across reporting periods.

We
have ensured that all relevant disclosures in our financial statements reflect this adjustment, providing clarity on the impact of the
reverse stock split on our reported EPS figures.”

See page F-4, F-47, F-69, and F-82

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

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

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

July
10, 2024

VIA
EDGAR

Registration
Statement

U.S.
Securities and Exchange Commission

100
F. Street, N.E.

Washington,
DC 20549

    Re:
    BeLive
    Holdings

    Registration
    Statement on Form F-1

Ladies
and Gentlemen:

On
behalf of our client, BeLive Holdings (the “Company”), a foreign private issuer organized under the laws of the Cayman Islands,
we are hereby filing a registration statement on Form F-1 (the “Registration Statement”), which is being filed via EDGAR
simultaneously with this transmittal letter. The Registration Statement relates to the planned initial public offering of the Company’s
ordinary shares, $0.0005 par value. Certain additional exhibits to the Registration Statement will be submitted in subsequent filings.

The
Company previously submitted a draft registration statement on a confidential basis in accordance with Section 6(e) of the Securities
Act of 1933, as amended (the “Securities Act”) and has been advised by the Staff that they have no further comments to the
draft registration statement. Attached is a red lined or marked copy of the Registration Statement to show certain revisions that have
been made since the last confidential submission including a reverse stock split, updated financial information, and the inclusion
of a Resale Prospectus to be used by certain selling shareholders. The Company confirms that the date on which the Company first conducts
a road show for its proposed initial public offering will occur no sooner than 15 days after this filing.

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

United States securities and exchange commission logo
January 24, 2024
Kenneth Teck Chuan Tan
Chief Executive Officer
BeLive Holdings
29 Media Circle
Mediapolis 09-06
Singapore 138565
Re:BeLive Holdings
Amendment No. 3 to Draft Registration Statement on Form F-1
Submitted January 10, 2024
CIK No. 0001982448
Dear Kenneth Teck Chuan Tan:
            We have reviewed your amended draft registration statement and have the following
comments.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR. 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 the information you provide in response to this letter and your amended
draft registration statement or filed registration statement, we may have additional
comments. Unless we note otherwise, any references to prior comments are to comments in our
December 18, 2024 letter.
Amendment No. 3 to Draft Registration Statement on Form F-1
Consolidated Financial Statements for the Six Months Ended June 30, 2023 and 2022
4. Revenue, page F-73
1.Clarify your disclosure to describe the judgments and uncertainties with your ability to
determine it is probable that you will collect the consideration to which you are entitled,
and it is appropriate to recognize revenue. Describe the significant changes in your
customers’ ability to pay during the periods presented and the impairment losses
recognized for each period presented relating to revenue previously recognized. Disclose
your basis for determining it is probable that you will collect the consideration to which
you are entitled for revenue recognized during the period.

 FirstName LastNameKenneth Teck Chuan Tan
 Comapany NameBeLive Holdings
 January 24, 2024 Page 2
 FirstName LastName
Kenneth Teck Chuan Tan
BeLive Holdings
January 24, 2024
Page 2
12. Trade and other receivables , page F-79
2.You disclose that you assess credit risk based on a provision matrix within lifetime
expected credit loss (not credit impaired). Further, credit-impaired debtors with gross
carrying amounts of $860,010 as at June 30, 2023 is assessed individually and 100%
allowance for expected credit loss was made in respect of these balances. Please further
clarify how you estimated the lifetime expected credit loss for balances that are not
considered credit impaired and how these estimates are reflected in your loss allowance
balance.
            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

United States securities and exchange commission logo
December 18, 2023
Kenneth Teck Chuan Tan
Chief Executive Officer
BeLive Holdings
29 Media Circle
Mediapolis 09-06
Singapore 138565
Re:BeLive Holdings
Amendment No.2 to Draft Registration Statement on Form F-1
Submitted December 4, 2023
CIK No. 0001982448
Dear Kenneth Teck Chuan Tan:
            We have reviewed your amended draft registration statement and have the following
comments.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR. 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 the information you provide in response to this letter and your amended
draft registration statement or filed registration statement, we may have additional comments.
Unless we note otherwise, our references to prior comments are to comments in our October 13,
2023 letter.
Draft Registration Statement filed December 4, 2023
Management's Discussion and Analysis of Financial Condition and Results of Operation, page
43
1.We note your response to prior comment 1 and reissue in part. Because you identify your
customer's ability to increase their own customer base as a key performance metric, please
revise to quantify increases and discuss historical trends in your customers' customer
bases for the periods presented. To the extent such data is not tracked, please clarify how
management uses increases in your customers' customer bases as a key performance
metric in the evaluation of your business.

 FirstName LastNameKenneth Teck Chuan Tan
 Comapany NameBeLive Holdings
 December 18, 2023 Page 2
 FirstName LastNameKenneth Teck Chuan Tan
BeLive Holdings
December 18, 2023
Page 2
Liquidity and Capital Resources, page 49
2.We note your revised disclosure indicates that none of the net assets of your subsidiary in
Singapore were restricted net assets as such net assets do not form part of the dividends (if
any) to be distributed to its respective shareholders. Clarify if you can currently distribute
the net assets of your Singapore subsidiary to the parent company through dividends or
other means. If not, it does not appear that they should be described as unrestricted. Please
revise your disclosure to describe the specific restrictions with respect to your ability to
distribute the net assets to the parent company.
Consolidated Financial Statements for the Years Ended December 31, 2022 and 2021
Notes to the Consolidated Financial Statements
2. Summary of Significant Accounting Policies
(q) Revenue Recognition, page F-28
3.Clarify how you determine it is probable that you will collect the consideration to which
you are entitled and it is appropriate to recognize revenue. Refer to paragraph 9(e) of
IFRS 15. Further, based on your response to prior comment 6, it appears that there may
have been significant changes in your customers’ ability to pay. Clarify why it is
appropriate to continue to recognize revenue for any customers who are in default, rather
than recognize a liability until it is probable that you will collect the consideration. Refer
to paragraph 13 of IFRS 15.
Consolidated Financial Statements for the Six Months Ended June 30, 2023 and 2022
12. Trade and Other Receivables, page F-78
4.Your response to prior comment 6 indicates that the entire balance that was greater than
90 days past due as of December 31, 2022 remains uncollected through the current date
and has been fully reserved. Clarify your disclosures to describe how you took into
account this default rate in determining your loss allowance for your remaining
receivables. Clarify whether your remaining receivables include sales to the same
customers that are included in the fully reserved balances and, if so, why it is appropriate
that these balances are not fully reserved. Please also disclose your trade receivables by
aging category as of the end of the most recent reporting period and the associated loss
allowance for each category. Clarify how you determined your expected credit loss for
each category taking into consideration your historical default rates and past due status.
            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,

 FirstName LastNameKenneth Teck Chuan Tan
 Comapany NameBeLive Holdings
 December 18, 2023 Page 3
 FirstName LastName
Kenneth Teck Chuan Tan
BeLive Holdings
December 18, 2023
Page 3
Division of Corporation Finance
Office of Technology
cc:       Henry Schlueter

United States securities and exchange commission logo
October 13, 2023
Kenneth Teck Chuan Tan
Chief Executive Officer
BeLive Holdings
29 Media Circle
Mediapolis 09-06
Singapore 138565
Re:BeLive Holdings
Amendment No.1 to Draft Registration Statement on Form F-1
Submitted September 28, 2023
CIK No. 0001982448
Dear Kenneth Teck Chuan Tan:
            We have reviewed your amended draft registration statement and have the following
comments.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR. 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 the information you provide in response to this letter and your amended
draft registration statement or filed registration statement, we may have additional
comments. Unless we note otherwise, our references to prior comments are to comments in our
August 31, 2023 letter.
Amendment No.1 to Draft Registration Statement on Form F-1
Management's Discussion and Analysis of Financial Condition and Results of Operation, page
43
1.We note your response to prior comment 1. Because you identify your customer's ability
to increase their own customer base as a key performance metric, please revise to quantify
those increases for the periods presented. In addition, provide a more detailed discussion
regarding the analytics and A.I. utilized in providing your customer's insights for their
marketing campaigns.

 FirstName LastNameKenneth Teck Chuan Tan
 Comapany NameBeLive Holdings
 October 13, 2023 Page 2
 FirstName LastName
Kenneth Teck Chuan Tan
BeLive Holdings
October 13, 2023
Page 2
Liquidity and Capital Resources, page 47
2.We note your revised disclosure indicates that current Singapore regulations permit your
Singapore subsidiary to pay dividends to its respective shareholders only out of its
accumulated profits, if any, and that as of December 31, 2022, your Singapore
subsidiary’s accumulated losses were S$19,264,424.  You further disclose that none of the
net assets of your subsidiary in Singapore were restricted net assets.  Considering that
your Singapore subsidiary does not have accumulated profits, it appears that its net assets
are restricted from the payment of dividends to the parent.  Please revise your disclosure
or advise why you believe none of the net assets of your subsidiary in Singapore are
restricted.
Our Customers, page 67
3.We note your response to prior comment 4. Please tell us what consideration you gave to
filing any contracts you may have with your major three customers as exhibits. Refer
to Item 601(b)(10) Regulation S-K.
Consolidated Financial Statements
Notes to the Consolidated Financial Statements
2. Summary of Significant Accounting Policies
(q) Revenue Recognition,
Consultancy fee, Installation fee, and Source code, page F-30
4.Revise your disclosures to clarify the specific products and services included in revenue
from source code and describe how the services or milestone obligations are performed
over time.
5.You disclose that the transaction price is allocated based on the price stated in the
contracts with customers. Clarify the specific products and services that are included
in the same contract for which you allocate the transaction price.  Please also clarify how
the prices stated in the contract are representative of standalone selling price.  That is,
clarify if these are the same price for which the good or service is sold separately.  If the
good or service is not sold separately, clarify how you estimated the standalone selling
price. Refer to ASC 606-10-32-28 through 606-10-32-35.  Revise your disclosures
accordingly.
22. Financial Risk Management and Fair Value of Financial Instruments, page F-51
6.Please provide your response to prior comment 10. We note your revised disclosure that if
amounts are greater than 365 days past due, your basis for recognized expected credit
losses is Lifetime ECL - credit impaired. Please clarify how you determine expected credit
losses for amounts that are greater than 90 days past due and describe the specific factors
you considered in determining that no loss allowance is required for the $586,603 trade
receivables that are greater than 90 days past due as of December 31, 2022, including how

 FirstName LastNameKenneth Teck Chuan Tan
 Comapany NameBeLive Holdings
 October 13, 2023 Page 3
 FirstName LastName
Kenneth Teck Chuan Tan
BeLive Holdings
October 13, 2023
Page 3
you considered the past due status. Also, tell us how much of this past due balance has
been received subsequent to December 31, 2022 through the current date.
Item 7. Recent Sales of Unregistered Securities, page II-1
7.We note that, in response to prior comment 6, you provided disclosure of prior issuances
of redeemable, convertible, and cumulative preference stock. Please provide disclosure of
all recent issuances of unregistered securities under "Item 7. Recent Sales of Unregistered
Securities" and ensure that all required disclosure is included. Refer to Item 701 of
Regulation S-K.
            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

United States securities and exchange commission logo
August 31, 2023
Kenneth Teck Chuan Tan
Chief Executive Officer
BeLive Holdings
29 Media Circle
Mediapolis 09-06
Singapore 138565
Re:BeLive Holdings
Draft Registration Statement on Form F-1
Submitted August 4, 2023
CIK No. 0001982448
Dear Kenneth Teck Chuan Tan:
            We have reviewed your draft registration statement and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Draft Registration Statement on Form F-1
Management's Discussion and Analysis of Financial Condition and Results of Operation, page
43
1.We note that some key factors affecting your results of operations include attracting and
retaining new and existing customers and your customer's ability to increase their own
customer base.  Please revise to quantify the key factors affecting your performance for
the periods presented.

 FirstName LastNameKenneth Teck Chuan Tan
 Comapany NameBeLive Holdings
 August 31, 2023 Page 2
 FirstName LastName
Kenneth Teck Chuan Tan
BeLive Holdings
August 31, 2023
Page 2
Liquidity and Capital Resources, page 47
2.You disclose that current Singapore regulations permit your Singapore subsidiary to pay
dividends to its respective shareholders only out of its accumulated profits, if any,
determined in accordance with Singapore accounting standards and regulations.  You
further disclose that as of December 31, 2022, none of the net assets of your subsidiary in
Singapore were restricted net assets.  Please clarify the accumulated profits and net assets
of your Singapore subsidiary as of December 31, 2022.  In this regard, your disclosures on
page F-4 indicate that the Company has accumulated losses of S$ 19,264,424 as of
December 31, 2022.
3.Please discuss whether there are any limitations on cash transfers under the laws of
Vietnam.
Our Customers, page 67
4.We note your disclosure that your customers "primarily comprise renowned international
brands and SMEs that are based in Asia, America, Europe, and Africa." Please revise your
disclosure to clarify the types of entities that engage your services, and disclose whether
your customers are concentrated in any industries. In addition, please tell us what
consideration was given to providing a breakdown of revenues by geographic region.
Further, we note your disclosure that 66% of your 2022 revenue was derived from
customers representing greater than 10% of revenue.  Please quantify the percentage of
revenue each of those customers represent. Finally, provide risk factor disclosure
regarding your customer concentration and reliance on certain customers.
Business
Intellectual Property, page 72
5.Please disclose in which jurisdictions you have registered the "BeLive" trademark.
Related Party Transactions, page 92
6.We note your disclosure regarding transactions with related parties. Please revise to
provide the complete disclosure called for by Item 7.B of Form 20-F and specifically
address each related party transaction for the preceding three financial years through the
date of the information currently provided.
Consolidated Financial Statements
Notes to the Consolidated Financial Statements
2. Summary of Significant Accounting Policies
(q) Revenue Recognition, page F-30
7.Revise your disclosures to clarify the specific services and products that you provide to
customers in connection with your consultancy, installation, source code, miscellaneous

 FirstName LastNameKenneth Teck Chuan Tan
 Comapany NameBeLive Holdings
 August 31, 2023 Page 3
 FirstName LastName
Kenneth Teck Chuan Tan
BeLive Holdings
August 31, 2023
Page 3
and revenue share arrangements, including whether any software licenses are included.
Please also clarify if you account for each of these services as distinct performance
obligations or whether you combine any performance obligations, and your basis for this
determination. We refer you to ASC 606-10-25-19 through 25-22.  Also clarify why you
believe it is appropriate to recognize revenue over time rather than a point in time for each
of your performance obligations.
8.Clarify more specifically how you measure the value of goods or services transferred to
the customer relative to the remaining goods or services promised in measuring your
progress towards satisfaction of the performance obligation.  Also, please clarify the
period over which revenue is generally recognized for your arrangements. Revise your
disclosures accordingly.
20. Convertible Loans, page F-48
9.You disclose that on September 18, 2021, the CL 2 holder converted all the CL 2 into the
ordinary shares of BeLive SG. Please revise your disclosure to clarify whether the S$
600,000 CL 1 loan was also converted or redeemed.  Otherwise, please clarify the
remaining balance outstanding and how it is reflected on your balance sheet as of
December 31, 2022.
22. Financial Risk Management and Fair Value of Financial Instruments, page F-51
10.Your disclosure indicates that if amounts are greater than 90 days past due, your basis for
recognizing expected credit losses is Lifetime ECL – credit impaired.  However, your
disclosure on page F-53 indicates that you have not recorded any loss allowance for
balances greater than 90 days past due. Please clarify your loss allowance policy with
respect to these balances and how you considered the past due status in determining your
allowance as of December 31, 2022.  Also, clarify the portion of your trade receivables
outstanding as of December 31, 2022 that has been received subsequent to year end for
each past due category.
General
11.Please provide us with supplemental copies of all written communications, as defined in
Rule 405 under the Securities Act, that you, or anyone authorized to do so on your behalf,
present to potential investors in reliance on Section 5(d) of the Securities Act, whether or
not they retain copies of the communications.

 FirstName LastNameKenneth Teck Chuan Tan
 Comapany NameBeLive Holdings
 August 31, 2023 Page 4
 FirstName LastName
Kenneth Teck Chuan Tan
BeLive Holdings
August 31, 2023
Page 4
            You may contact Laura Veator, Staff Accountant, at (202) 551-3716 or Stephen
Krikorian, Accounting Branch Chief, at (202) 551-3488 if you have questions regarding
comments on the financial statements and related matters.  Please contact Lauren Pierce, Staff
Attorney, at (202) 551-3887 or Matthew Derby, Legal Branch Chief, at (202) 551-3334 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Henry Schlueter