SecProbe.io

United States securities and exchange commission logo
June 14, 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. 6 to Registration Statement on Form F-1
Filed June 3, 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. 6 to Registration Statement on Form S-1 filed June 3, 2024
Exhibits
1.We note your revised legal opinion filed as Exhibit 5.1 to reflect the increased primary
offering size. Please revise the legal opinion to cover the overallotment. In
addition, please revise the fee table in Exhibit 107 to reflect the overallotment.
Alternate Pages for Resale Prospectus
The Selling Shareholders, page Alt-2
2.Please clearly disclose whether Ms. Fung Ming Pang has any relationship with the
company and its affiliates.

 FirstName LastNameKevin Cox
 Comapany NameEnergys Group Limited
 June 14, 2024 Page 2
 FirstName LastName
Kevin Cox
Energys Group Limited
June 14, 2024
Page 2
3.Please reconcile the statement in your response letter dated May 10, 2024 that "(e)ach
Selling Shareholder purchased his or her shares directly from a prior shareholder of the
Registrant in a private transaction and the Registrant had no involvement in any of the
sales” with the additional statement in the same response letter that “pursuant to a
corporate reorganization in February 2023, Sky Shadow, Mr. Cox, Mr. Adams, Mr. Lee
and Mr. To, collectively, transferred 100% of the issued and outstanding shares of EGHL
to the Company in exchange for the issuance by the Company of 10,680,000 Ordinary
Shares to Moonglade, 600,000 Ordinary Shares to Mr. Lee and 720,000 Ordinary Shares
to Mr. To."
Plan of Distribution, page Alt-3
4.We note your disclosure that your selling shareholders may sell their ordinary shares
using any method permitted by applicable law. Please confirm your understanding that the
retention by a selling shareholder of an underwriter would constitute a material change to
your plan of distribution requiring a post-effective amendment. In addition, please
revise to include the undertakings under Item 512 of Regulation S-K or tell us why it is
not appropriate for you to do so. Refer to Item 9 of Form F-1.
            Please contact Jeffrey Lewis at 202-551-6216 or 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