Correspondence 0001493152-23-020065 from ESGL Holdings Ltd (ESGL, ESGLW) (CIK 0001957538) (ESGL)
ESGL Holdings Ltd (ESGL, ESGLW) (CIK 0001957538)
Date: June 5, 2023 · CIK: 0001957538 · Accession: 0001493152-23-020065
AI Filing Summary & Sentiment
File numbers found in text: 333-269078
Letter
VIA EDGAR Division of Corporation Finance, Office of Energy & Transportation Attention: Timothy S. Levenberg, Esq. Re: ESGL Holdings Limited Amendment No. 4 to Registration Statement on Form F-4 Filed May 17, 2023 File No. 333-269078
Dear Mr. Levenberg:
ESGL Holdings Limited (the “Company”, “we”, “us” or “our”) hereby transmits our response to the comment letter received by us from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”), dated June 1, 2023, regarding the Company’s Amendment No. 4 to Registration Statement on Form F-4 (the “Registration Statement”) previously filed with the Commission on May 17, 2023.
For the Staff’s convenience, we have repeated below the Staff’s comments in bold, and have followed each comment with the Company’s response. Changes to the Registration Statement based on the Staff’s comments are reflected in Amendment No. 5 to the Registration Statement (the “Amendment”) which is being submitted to the Commission concurrently with the submission of this letter.
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.
RESPONSE: The Company has added disclosure on pages 63 and 102 of the Amendment in response to the Staff’s comment. In addition, the Company has filed the agreements as exhibits to the Amendment.
We thank the Staff in advance for its review of the foregoing and the Amendment. If you have further comments, we ask that you forward them by electronic mail to our counsel, David J. Levine, Esq., at dlevine@loeb.com by telephone at (212) 407-4923.
Very
truly yours,
/s/
Samuel Lui
Show Raw Text
CORRESP
1
filename1.htm
ESGL
Holdings Limited
101
Tuas South Avenue 2
Singapore
637226
June
5, 2023
VIA
EDGAR
U.S.
Securities and Exchange Commission
Division
of Corporation Finance,
Office
of Energy & Transportation
100
F Street, N.E.
Washington,
D.C. 20549
Attention:
Timothy S. Levenberg, Esq.
Re:
ESGL
Holdings Limited
Amendment
No. 4 to Registration Statement on Form F-4
Filed
May 17, 2023
File
No. 333-269078
Dear
Mr. Levenberg:
ESGL
Holdings Limited (the “Company”, “we”, “us” or “our”) hereby
transmits our response to the comment letter received by us from the staff (the “Staff”) of the Securities and Exchange
Commission (the “Commission”), dated June 1, 2023, regarding the Company’s Amendment No. 4 to Registration Statement
on Form F-4 (the “Registration Statement”) previously filed with the Commission on May 17, 2023.
For
the Staff’s convenience, we have repeated below the Staff’s comments in bold, and have followed each comment with the Company’s
response. Changes to the Registration Statement based on the Staff’s comments are reflected in Amendment No. 5 to the Registration
Statement (the “Amendment”) which is being submitted to the Commission concurrently with the submission of this letter.
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.
RESPONSE:
The Company has added disclosure on pages 63 and 102 of the Amendment in response to the Staff’s comment. In addition,
the Company has filed the agreements as exhibits to the Amendment.
We
thank the Staff in advance for its review of the foregoing and the Amendment. If you have further comments, we ask that you forward them
by electronic mail to our counsel, David J. Levine, Esq., at dlevine@loeb.com by telephone at (212) 407-4923.
Very
truly yours,
/s/
Samuel Lui
Samuel
Lui,
Chief
Executive Officer