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.
 Kenneth Teck Chuan Tan
FirstName LastNameKenneth Teck Chuan Tan
BeLive Holdings
Comapany
August 31, NameBeLive
           2023        Holdings
August
Page 2 31, 2023 Page 2
FirstName LastName
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
 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
FirstName LastNameKenneth Teck Chuan Tan
       Rule 405 under the Securities Act, that you, or anyone authorized to do
so on your behalf,
Comapany    NameBeLive
       present to potentialHoldings
                            investors in reliance on Section 5(d) of the
Securities Act, whether or
       not they retain
August 31, 2023 Page 3 copies of the communications.
FirstName LastName
 Kenneth Teck Chuan Tan
FirstName LastNameKenneth Teck Chuan Tan
BeLive Holdings
Comapany
August 31, NameBeLive
           2023        Holdings
August
Page 4 31, 2023 Page 4
FirstName LastName
       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