SEC Comment Letter 0000000000-23-003794 to ESGL Holdings Ltd (ESGL, ESGLW) (CIK 0001957538) (ESGL)
ESGL Holdings Ltd (ESGL, ESGLW) (CIK 0001957538)
Date: April 17, 2023 · CIK: 0001957538 · Accession: 0000000000-23-003794
AI Filing Summary & Sentiment
File numbers found in text: 333-269078
Letter
United States securities and exchange commission logo April 17, 2023 Samuel Lui Chief Executive Officer ESGL Holdings Limited 101 Tuas South Avenue 2 Singapore 637226 Re:ESGL Holdings Limited Amendment No. 2 to Registration Statement on Form F-4 Filed March 27, 2023 File No. 333-269078 Dear Samuel Lui: We have reviewed your amended 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 amending your registration statement and providing the requested information. 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 any amendment to your registration statement and the information you provide in response to these comments, we may have additional comments. Amendment No. 2 to Form F-4 Risk Factors Certain judgments obtained against PubCo by PubCo's shareholders may not be enforceable, page 46 1.We note your disclosure that after the Business Combination, all of PubCo’s senior executive officers will reside outside the United States. If applicable, please identify the officers, directors, or director nominees of PubCo who reside in China or Hong Kong and disclose that it will be more difficult to enforce liabilities and enforce judgments on those individuals. For example, if applicable, revise to discuss more specifically the limitations on investors being able to effect service of process and enforce civil liabilities in China, lack of reciprocity and treaties, and cost and time constraints.
FirstName LastNameSamuel Lui Comapany NameESGL Holdings Limited April 17, 2023 Page 2 FirstName LastName Samuel Lui ESGL Holdings Limited April 17, 2023 Page 2 Unaudited Pro Forma Condensed Combined Financial Information Capitalization, page 131 2.You disclose that included in the shares outstanding in your pro forma condensed financial statements are 6,719,642 PubCo ordinary shares to be issued to ESGL shareholders in connection with the merger agreement. You also disclose that these shares represent 7,500,000 shares less adjustments stipulated in the merger agreement. Please further describe these share adjustments, how they were calculated and explain why the shares issued to ESGL shareholders in the pro forma financial statements are not consistent with their ownership amounts presented in the table disclosed at page 25. You may contact Joanna Lam, Staff Accountant, at (202) 551-3476 or Craig Arakawa, Accounting Branch Chief, at (202) 551-3650 if you have questions regarding comments on the financial statements and related matters. Please contact Timothy S. Levenberg, Special Counsel, at (202) 551-3707, or Laura Nicholson, Special Counsel, at (202) 551-3584 with any other questions. Sincerely, Division of Corporation Finance Office of Energy & Transportation cc: David Levine, Esq.
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United States securities and exchange commission logo
April 17, 2023
Samuel Lui
Chief Executive Officer
ESGL Holdings Limited
101 Tuas South Avenue 2
Singapore 637226
Re:ESGL Holdings Limited
Amendment No. 2 to Registration Statement on Form F-4
Filed March 27, 2023
File No. 333-269078
Dear Samuel Lui:
We have reviewed your amended 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 amending your registration statement and providing the
requested information. 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 any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Amendment No. 2 to Form F-4
Risk Factors
Certain judgments obtained against PubCo by PubCo's shareholders may not be enforceable,
page 46
1.We note your disclosure that after the Business Combination, all of PubCo’s senior
executive officers will reside outside the United States. If applicable, please identify the
officers, directors, or director nominees of PubCo who reside in China or Hong Kong and
disclose that it will be more difficult to enforce liabilities and enforce judgments on those
individuals. For example, if applicable, revise to discuss more specifically the limitations
on investors being able to effect service of process and enforce civil liabilities in China,
lack of reciprocity and treaties, and cost and time constraints.
FirstName LastNameSamuel Lui
Comapany NameESGL Holdings Limited
April 17, 2023 Page 2
FirstName LastName
Samuel Lui
ESGL Holdings Limited
April 17, 2023
Page 2
Unaudited Pro Forma Condensed Combined Financial Information
Capitalization, page 131
2.You disclose that included in the shares outstanding in your pro forma condensed
financial statements are 6,719,642 PubCo ordinary shares to be issued to ESGL
shareholders in connection with the merger agreement. You also disclose that these
shares represent 7,500,000 shares less adjustments stipulated in the merger agreement.
Please further describe these share adjustments, how they were calculated and explain
why the shares issued to ESGL shareholders in the pro forma financial statements are not
consistent with their ownership amounts presented in the table disclosed at page 25.
You may contact Joanna Lam, Staff Accountant, at (202) 551-3476 or Craig Arakawa,
Accounting Branch Chief, at (202) 551-3650 if you have questions regarding comments on
the financial statements and related matters. Please contact Timothy S. Levenberg, Special
Counsel, at (202) 551-3707, or Laura Nicholson, Special Counsel, at (202) 551-3584 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc: David Levine, Esq.