SEC Comment Letter 0000000000-23-005799 to ESGL Holdings Ltd (ESGL, ESGLW) (CIK 0001957538) (ESGL)
ESGL Holdings Ltd (ESGL, ESGLW) (CIK 0001957538)
Date: June 1, 2023 · CIK: 0001957538 · Accession: 0000000000-23-005799
AI Filing Summary & Sentiment
File numbers found in text: 333-269078
Letter
United States securities and exchange commission logo June 1, 2023 Samuel Lui Chief Executive Officer ESGL Holdings Limited 101 Tuas South Avenue 2 Singapore 637226 Re:ESGL Holdings Limited Amendment No. 4 to Registration Statement on Form F-4 Filed May 17, 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. 4 to Form F-4 General 1.We note your disclosure on page 63 that Environmental Solutions Group Holdings Limited had entered into a facility letter with a bank for a term loan in the amount of S$3 million and a revolving credit loan in the amount of S$3 million on March 30, 2023. We also note the press release issued by Genesis Unicorn Capital Corp. on May 22, 2023 regarding the joint development agreement between Environmental Solutions Group Holdings Limited and Nanomatics Pte. Ltd. Please revise your registration statement to disclose the material terms of each such agreement. In addition, file the agreements as exhibits to your registration statement. In the alternative, please provide your analysis as to why such agreements are not required to be filed. Refer to Item 601 of Regulation S-K.
FirstName LastNameSamuel Lui Comapany NameESGL Holdings Limited June 1, 2023 Page 2 FirstName LastName Samuel Lui ESGL Holdings Limited June 1, 2023 Page 2 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
June 1, 2023
Samuel Lui
Chief Executive Officer
ESGL Holdings Limited
101 Tuas South Avenue 2
Singapore 637226
Re:ESGL Holdings Limited
Amendment No. 4 to Registration Statement on Form F-4
Filed May 17, 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. 4 to Form F-4
General
1.We note your disclosure on page 63 that Environmental Solutions Group Holdings
Limited had entered into a facility letter with a bank for a term loan in the amount of S$3
million and a revolving credit loan in the amount of S$3 million on March 30, 2023. We
also note the press release issued by Genesis Unicorn Capital Corp. on May 22, 2023
regarding the joint development agreement between Environmental Solutions Group
Holdings Limited and Nanomatics Pte. Ltd. Please revise your registration statement to
disclose the material terms of each such agreement. In addition, file the agreements as
exhibits to your registration statement. In the alternative, please provide your analysis as
to why such agreements are not required to be filed. Refer to Item 601 of Regulation S-K.
FirstName LastNameSamuel Lui
Comapany NameESGL Holdings Limited
June 1, 2023 Page 2
FirstName LastName
Samuel Lui
ESGL Holdings Limited
June 1, 2023
Page 2
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.