Correspondence 0001493152-24-008843 from Energys Group Ltd (ENGS) (CIK 0001971828) (ENGS)
Energys Group Ltd (ENGS) (CIK 0001971828)
Date: March 5, 2024 · CIK: 0001971828 · Accession: 0001493152-24-008843
AI Filing Summary & Sentiment
File numbers found in text: 333-275956
Referenced dates: March 4, 2024
Letter
VIA EDGAR Re: Energys Group Ltd. Amendment No. 2 to Registration Statement on Form F-1 Filed February 26, 2024 File No. 333-275956
Dear Ms. Rivera:
We represent Energys Group Ltd. (the “Company” or the “Registrant”) as U.S. counsel. We are filing herewith the Company’s Registration Statement on Form F-1 relating to a proposed initial public offering in the United States of the Company’s Ordinary Shares.
The purpose of this letter is to respond to the comment letter dated March 4, 2024 from the Division of Corporation Finance, Office of Real Estate and Construction (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission” or “SEC”) relating to Amendment 2 of the Company’s Registration Statement. For your convenience, the comments have been reproduced below, followed by the Company’s response.
Amendment No. 2 to Registration Statement on Form F-1 filed February 26, 2024
Exhibits
1. Your revised filing fee table does not reflect a maximum offering price within the price range included in this amendment. Please revise your filing fee table to reflect the maximum offering price of $6 per share.
Response:
In response to this comment, the filing fee table has been revised to reflect a maximum offering price of $6 per share.
2. Please revise the legality opinion to separately opine upon the resale registration shares. Since such shares are outstanding, the opinion should be whether the shares “are”, not “will be,” legally issued, fully paid and non-assessable.
Response:
In response to this comment, the Respondent has filed as Exhibit 5.2 an additional opinion of Harney Westwood and Riegels regarding the Resale Shares that opines that the Resale Shares are validly issued, fully paid and non-assessable.
U.S. Securities and Exchange Commission
March 5, 2024
Page 2
If you have any questions relating to the Registration Statement, please contact Kevin Cox, the Registrant’s Chief Executive Officer, at his email address of kevin.cox@energysgroup.com, or Michael Lau, the Registrant’s Chief Technical Officer, at his email address of michael.lau@energysgroup.com.
Please copy any correspondence or requests for information to the undersigned and Celia Velletri. The undersigned’s email is set forth above, and Ms. Velletri’s email is cv@schlueterintl.com. If you wish to speak with us, please feel free to call me at 303-292-3883 or Celia Velletri at 303-907-4842.
Very
truly yours,
/s/
Henry F. Schlueter
Show Raw Text
CORRESP
1
filename1.htm
SCHLUETER
& ASSOCIATES, P.C.
5655
SOUTH YOSEMITE STREET, SUITE 350
GREENWOOD
VILLAGE, CO 80111
TELEPHONE:
+1-303-292-3883
FACSIMILE:
+1-303-648-5663
Email:
hfs@schlueterintl.com
March
5, 2024
VIA
EDGAR
U.S.
Securities and Exchange Commission
100
F Street, N.E.
Washington,
D.C. 20549
Attn:
Ms. Isabel Rivera
Re:
Energys
Group Ltd.
Amendment
No. 2 to Registration Statement on Form F-1
Filed
February 26, 2024
File
No. 333-275956
Dear
Ms. Rivera:
We
represent Energys Group Ltd. (the “Company” or the “Registrant”) as U.S. counsel. We are filing herewith the
Company’s Registration Statement on Form F-1 relating to a proposed initial public offering in the United States of the Company’s
Ordinary Shares.
The
purpose of this letter is to respond to the comment letter dated March 4, 2024 from the Division of Corporation Finance, Office of Real
Estate and Construction (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission” or “SEC”)
relating to Amendment 2 of the Company’s Registration Statement. For your convenience, the comments have been reproduced below,
followed by the Company’s response.
Amendment
No. 2 to Registration Statement on Form F-1 filed February 26, 2024
Exhibits
1.
Your
revised filing fee table does not reflect a maximum offering price within the price range included in this amendment. Please revise your
filing fee table to reflect the maximum offering price of $6 per share.
Response:
In
response to this comment, the filing fee table has been revised to reflect a maximum offering price of $6 per share.
2. Please
revise the legality opinion to separately opine upon the resale registration shares. Since
such shares are outstanding, the opinion should be whether the shares “are”,
not “will be,” legally issued, fully paid and non-assessable.
Response:
In
response to this comment, the Respondent has filed as Exhibit 5.2 an additional opinion of Harney Westwood and Riegels regarding the
Resale Shares that opines that the Resale Shares are validly issued, fully paid and non-assessable.
U.S.
Securities and Exchange Commission
March 5, 2024
Page 2
If
you have any questions relating to the Registration Statement, please contact Kevin Cox, the Registrant’s Chief Executive Officer,
at his email address of kevin.cox@energysgroup.com, or Michael Lau, the Registrant’s Chief Technical Officer, at his email
address of michael.lau@energysgroup.com.
Please
copy any correspondence or requests for information to the undersigned and Celia Velletri. The undersigned’s email is set forth
above, and Ms. Velletri’s email is cv@schlueterintl.com. If you wish to speak with us, please feel free to call me at 303-292-3883
or Celia Velletri at 303-907-4842.
Very
truly yours,
/s/
Henry F. Schlueter
Henry
F. Schlueter
C:
Energys
Group Ltd.
WWC,
P.C.