Correspondence 0001493152-24-007111 from ESGL Holdings Ltd (ESGL, ESGLW) (CIK 0001957538) (ESGL)
ESGL Holdings Ltd (ESGL, ESGLW) (CIK 0001957538)
Date: Feb. 20, 2024 · CIK: 0001957538 · Accession: 0001493152-24-007111
AI Filing Summary & Sentiment
File numbers found in text: 333-274586
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-1 Filed February 2, 2024 File No. 333-274586
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 February 13, 2024, regarding the Company’s Amendment No. 4 to Registration Statement on Form F-1 (the “Registration Statement”) previously filed with the Commission on February 2, 2024.
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 (“Amendment No. 5”) which is being submitted to the Commission concurrently with the submission of this letter.
Amendment No. 4 to Form F-1
Exhibits
Exhibit 5.1, page 1
1. We note your response to prior comment 1, and that the legality opinion has been revised to remove prior assumptions 5 and 10. However, renumbered assumptions 5 through 7 of Schedule 2 to the legality opinion remain overly broad. As noted in our prior comment, counsel may assume in a legality opinion that representations of officers and employees are correct as to questions of fact, including with regard to these items. It need not rely solely on “public” means to ascertain this information.
Counsel may not assume any of the material facts underlying the opinion or any readily ascertainable facts. See Staff Legal Bulletin No. 19 at Section II.B.3.a. Please obtain and file a revised opinion without those assumptions. In the alternative, provide an explanation as to why each of those assumptions would be appropriate and why counsel was unable to obtain representations of officers, directors, or employees regarding these questions of fact.
RESPONSE: The Company has filed a further updated legal opinion as Exhibit 5.1 to Amendment No. 5 in response to the Staff’s comment.
We thank the Staff in advance for its review of the foregoing and Amendment No. 5. 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 or by telephone at (212) 407-4923.
Very
truly yours,
/s/
Quek Leng Chuang
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CORRESP
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filename1.htm
ESGL
Holdings Limited
101
Tuas South Avenue 2
Singapore
637226
February
20, 2024
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-1
Filed
February 2, 2024
File
No. 333-274586
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 February 13, 2024, regarding the Company’s Amendment No. 4 to Registration
Statement on Form F-1 (the “Registration Statement”) previously filed with the Commission on February 2, 2024.
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 (“Amendment No. 5”) which is being submitted to the Commission concurrently with the submission of this
letter.
Amendment
No. 4 to Form F-1
Exhibits
Exhibit
5.1, page 1
1. We
note your response to prior comment 1, and that the legality opinion has been revised to
remove prior assumptions 5 and 10. However, renumbered assumptions 5 through 7 of Schedule
2 to the legality opinion remain overly broad. As noted in our prior comment, counsel may
assume in a legality opinion that representations of officers and employees are correct as
to questions of fact, including with regard to these items. It need not rely solely on “public”
means to ascertain this information.
Counsel
may not assume any of the material facts underlying the opinion or any readily ascertainable facts. See Staff Legal Bulletin No. 19 at
Section II.B.3.a. Please obtain and file a revised opinion without those assumptions. In the alternative, provide an explanation as to
why each of those assumptions would be appropriate and why counsel was unable to obtain representations of officers, directors, or employees
regarding these questions of fact.
RESPONSE:
The Company has filed a further updated legal opinion as Exhibit 5.1 to Amendment No. 5 in response to the Staff’s comment.
We
thank the Staff in advance for its review of the foregoing and Amendment No. 5. 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 or by telephone at (212) 407-4923.
Very
truly yours,
/s/
Quek Leng Chuang
Quek
Leng Chuang,
Chairman
of the Board and Chief Executive Officer