SEC Comment Letter 0000000000-23-012811 to ESGL Holdings Ltd (ESGL, ESGLW) (CIK 0001957538) (ESGL)
ESGL Holdings Ltd (ESGL, ESGLW) (CIK 0001957538)
Date: Nov. 22, 2023 · CIK: 0001957538 · Accession: 0000000000-23-012811
AI Filing Summary & Sentiment
File numbers found in text: 333-274586
Letter
United States securities and exchange commission logo November 22, 2023 Quek Leng Chuang Chairman of the Board and Chief Executive Officer ESGL Holdings Limited 101 Tuas South Avenue 2 Singapore 637226 Re:ESGL Holdings Limited Amendment No. 1 to Registration Statement on Form F-1 Filed November 7, 2023 File No. 333-274586 Dear Quek Leng Chuang: 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. Unless we note otherwise, any references to prior comments are to comments in our October 17, 2023 letter. Amendment No. 1 to Registration Statement on Form F-1 Management's Discussion and Analysis of Financial Condition and Results of Operations, page 1.We note that the projected revenues for fiscal years 2022 and 2023 were $5,464,863 and $10,951,856, respectively, as set forth in the unaudited prospective financial information management prepared and provided to the Board, the company’s financial advisors and GUCC in connection with the evaluation of the Business Combination. We also note that your actual revenues for the fiscal year ended 2022 and the Six Months Ended June 30, 2023 were approximately $4,992,034 and $3,394,313, respectively. It appears that you missed your 2022 revenue projection and will miss your 2023 revenue projection. Please update your disclosure in Liquidity and Capital Resources, and elsewhere, to provide updated information about the company’s financial position and further risks to the business operations and liquidity in light of these circumstances.
FirstName LastNameQuek Leng Chuang Comapany NameESGL Holdings Limited November 22, 2023 Page 2 FirstName LastName Quek Leng Chuang ESGL Holdings Limited November 22, 2023 Page 2 2.We note your revised disclosure in response to prior comment 7 and reissue the comment in part. Please revise to disclose the net proceeds to the Company from this Forward Purchase Agreement. Also, discuss the risks that the terms of this agreement may pose to the Company. In this regard, we note that following the Closing, GUCC paid the Prepayment Amounts of $10,141,403.28 to Vellar and $5,427,750.00 to ARRT directly from GUCC's Trust Account. We may have additional comments. Please contact Timothy S. Levenberg, Special Counsel, at 202-551-3707 or Irene Barberena-Meissner, Staff Attorney, at 202-551-6548 with any questions. Sincerely, Division of Corporation Finance Office of Energy & Transportation cc: David J. Levine, Esq., of Loeb & Loeb, LLP
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United States securities and exchange commission logo
November 22, 2023
Quek Leng Chuang
Chairman of the Board and Chief Executive Officer
ESGL Holdings Limited
101 Tuas South Avenue 2
Singapore 637226
Re:ESGL Holdings Limited
Amendment No. 1 to Registration Statement on Form F-1
Filed November 7, 2023
File No. 333-274586
Dear Quek Leng Chuang:
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. Unless we note otherwise,
any references to prior comments are to comments in our October 17, 2023 letter.
Amendment No. 1 to Registration Statement on Form F-1
Management's Discussion and Analysis of Financial Condition and Results of Operations, page
36
1.We note that the projected revenues for fiscal years 2022 and 2023 were $5,464,863 and
$10,951,856, respectively, as set forth in the unaudited prospective financial information
management prepared and provided to the Board, the company’s financial advisors and
GUCC in connection with the evaluation of the Business Combination. We also note that
your actual revenues for the fiscal year ended 2022 and the Six Months Ended June 30,
2023 were approximately $4,992,034 and $3,394,313, respectively. It appears that you
missed your 2022 revenue projection and will miss your 2023 revenue projection. Please
update your disclosure in Liquidity and Capital Resources, and elsewhere, to provide
updated information about the company’s financial position and further risks to the
business operations and liquidity in light of these circumstances.
FirstName LastNameQuek Leng Chuang
Comapany NameESGL Holdings Limited
November 22, 2023 Page 2
FirstName LastName
Quek Leng Chuang
ESGL Holdings Limited
November 22, 2023
Page 2
2.We note your revised disclosure in response to prior comment 7 and reissue the comment
in part. Please revise to disclose the net proceeds to the Company from this Forward
Purchase Agreement. Also, discuss the risks that the terms of this agreement may pose to
the Company. In this regard, we note that following the Closing, GUCC paid the
Prepayment Amounts of $10,141,403.28 to Vellar and $5,427,750.00 to ARRT directly
from GUCC's Trust Account. We may have additional comments.
Please contact Timothy S. Levenberg, Special Counsel, at 202-551-3707 or
Irene Barberena-Meissner, Staff Attorney, at 202-551-6548 with any questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc: David J. Levine, Esq., of Loeb & Loeb, LLP