SEC Comment Letter 0000000000-24-003298 to Energys Group Ltd (ENGS) (CIK 0001971828) (ENGS)
Energys Group Ltd (ENGS) (CIK 0001971828)
Date: March 26, 2024 · CIK: 0001971828 · Accession: 0000000000-24-003298
AI Filing Summary & Sentiment
File numbers found in text: 333-275956
Letter
United States securities and exchange commission logo March 26, 2024 Kevin Cox Chief Executive Officer Energys Group Limited Franklyn House, Daux Road Billingshurst, West Sussex RH149SJ United Kingdom Re:Energys Group Limited Amendment No. 4 to Registration Statement on Form F-1 Filed March 22, 2024 File No. 333-275956 Dear Kevin Cox: 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. Amendment No. 4 to Registration Statement on Form F-1 filed March 22, 2024 Cover Page 1.Given the substantial portion of your shares being registered for resale and the short period those shares have been held since being initially sold by your controlling shareholder, Moonglade, to Majestic Dragon Investment Co. Limited on February 1, 2024 and transferred to Mssrs. To and Lee, please provide us with an analysis of your basis for determining that it is appropriate to characterize the resale offering as a secondary offering under Securities Act Rule 415(a)(1)(i), as opposed to an indirect primary offering. For guidance, refer to Securities Act Rules Compliance & Disclosure Interpretation 612.09.
FirstName LastNameKevin Cox Comapany NameEnergys Group Limited March 26, 2024 Page 2 FirstName LastName Kevin Cox Energys Group Limited March 26, 2024 Page 2 2.It appears that the resale offering will occur concurrently with your initial public offering. Please revise your disclosure throughout your registration statement to clarify when, in relation to the primary firm commitment offering, the selling shareholders are offering their shares, and at what price. Use of Proceeds, page 35 3.Please include all of the information that may not be excluded pursuant to Rule 430A in a pre-effective amendment. Please contact Shannon Menjivar at 202-551-3856 if you have questions regarding comments on the financial statements and related matters. Please contact Isabel Rivera at 202- 551-3518 or Pam Howell at 202-551-3357 with any other questions. Sincerely, Division of Corporation Finance Office of Real Estate & Construction cc: Celia Velletri
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United States securities and exchange commission logo
March 26, 2024
Kevin Cox
Chief Executive Officer
Energys Group Limited
Franklyn House, Daux Road
Billingshurst, West Sussex
RH149SJ
United Kingdom
Re:Energys Group Limited
Amendment No. 4 to Registration Statement on Form F-1
Filed March 22, 2024
File No. 333-275956
Dear Kevin Cox:
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.
Amendment No. 4 to Registration Statement on Form F-1 filed March 22, 2024
Cover Page
1.Given the substantial portion of your shares being registered for resale and the short
period those shares have been held since being initially sold by your controlling
shareholder, Moonglade, to Majestic Dragon Investment Co. Limited on February 1, 2024
and transferred to Mssrs. To and Lee, please provide us with an analysis of your basis for
determining that it is appropriate to characterize the resale offering as a secondary offering
under Securities Act Rule 415(a)(1)(i), as opposed to an indirect primary offering. For
guidance, refer to Securities Act Rules Compliance & Disclosure Interpretation 612.09.
FirstName LastNameKevin Cox
Comapany NameEnergys Group Limited
March 26, 2024 Page 2
FirstName LastName
Kevin Cox
Energys Group Limited
March 26, 2024
Page 2
2.It appears that the resale offering will occur concurrently with your initial public offering.
Please revise your disclosure throughout your registration statement to clarify when, in
relation to the primary firm commitment offering, the selling shareholders are offering
their shares, and at what price.
Use of Proceeds, page 35
3.Please include all of the information that may not be excluded pursuant to Rule 430A in a
pre-effective amendment.
Please contact Shannon Menjivar at 202-551-3856 if you have questions regarding
comments on the financial statements and related matters. Please contact Isabel Rivera at 202-
551-3518 or Pam Howell at 202-551-3357 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc: Celia Velletri