SecProbe.io

CORRESP
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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

May
10, 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. 4 to Registration Statement on Form F-1

    Filed
    March 22, 2024

    File
    No. 333-275956

Dear
Ms. Rivera:

We
represent Energys Group Limited (the “Company” or the “Registrant”) as U.S. counsel. We are filing herewith Amendment
5 to 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 26, 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 4 of the Company’s Registration Statement. For your convenience, the comments have been reproduced below,
followed by the Company’s response.

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.

Response:

In
response to this comment, the Registrant respectfully submits that the proposed resale of the Registrant’s Ordinary Shares by the
selling shareholders (the “Selling Shareholders”) as contemplated in the Registration Statement is not an indirect
primary offering and is appropriately characterized as a secondary offering under Rule 415(a)(1)(i) promulgated under the Securities
Act of 1933, as amended (the “Securities Act”).

In
an effort to assist registrants in determining whether an offering by selling stockholders may be characterized as a secondary offering
that is eligible to be made on a shelf basis under Rule 415(a)(1)(i), the Staff issued Interpretation 612.09 in its Securities Act Compliance
and Disclosure Interpretations (“C&DI; 612.09”). C&DI; 612.09 provides that “[t]he question of whether an offering
styled a secondary one is really on behalf of the issuer is a difficult factual one, not merely a question of who receives proceeds”
and that consideration be given to the following factors:

    ●
    how
    long the selling stockholders have held the shares;

    ●
    the
    circumstances under which the selling stockholders have received the shares;

    ●
    the
    relationship of the selling stockholders to the issuer;

    ●
    the
    number of shares being sold;

    ●
    whether
    the selling stockholders are in the business of underwriting securities; and

    ●
    whether
    under all the circumstances it appears that the seller is acting as a conduit for the issuer.

For
the reasons set forth below, the Registrant respectfully submits that the registration and offering from time to time (the “Offering”)
of up to 2,000,000 Ordinary Shares of the Registrant is not, and should not be considered, a primary offering of the shares to the public.

Background

The
founders of the Group (defined as the Registrant and its subsidiaries) are Messrs. Michael Lau, Kevin Cox and Steven Paul Adams. Initially,
Messrs. Lau (through Sky Shadow Limited, which was, and is, 100% owned by him), Cox and Adams owned 100% of Energys Group Holdings Limited
(“EGHL”) and those three individuals also owned 100% of Moonglade Investment Limited. On January 31, 2023, Mr. Lau settled
certain debts owed by him to Mr. Siu Chung Lee and Mr. Ka Lok To by transferring five shares of EGHL owned by Sky Shadow to Mr. Siu Chung
Lee and six shares of EGHL owned by Sky Shadow to Mr. Ka Lok To. 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.

On
January 31, 2024, Moonglade sold 350,000 Ordinary Shares owned by it to Vibrant Sound Limited and on February 1, 2024, Moonglade sold
680,000 Ordinary Shares owned by it to Majestic Dragon Investment Co. Limited (“Majestic Dragon”). These two sales reduced
Moonglade’s ownership to 9,650,000 Ordinary Shares, or 80.4%, of our outstanding shares. In addition, on January 30, 2024, Mr.
To sold 30,000 Ordinary Shares owned by him to Mr. Lee, reducing Mr. To’s ownership to 690,000 Ordinary Shares and increasing Mr.
Lee’s ownership to 630,000 Ordinary Shares. All of the above sales were paid in full in cash. Subsequently, Mr. To contributed
all of the Ordinary Shares owned by him to Jumbo Tiger Global Limited (“Jumbo Tiger”), which is wholly-owned by Mr. To, Mr.
Lee contributed all of the Ordinary Shares owned by him to Talent Linkage Limited (“Talent Linkage”), which is wholly-owned
by Mr. Lee, and Majestic Dragon Investment Co., Limited contributed all of the Ordinary Shares owned by it to Bright Forever Investments
Limited, a British Virgin Islands company under common ownership with it.

Factor
1. How Long the Shares Have been Held

The
Registrant does not believe that the period of ownership alone warrants re-characterizing a valid secondary offering as a primary offering.
Pursuant to Compliance & Disclosure Interpretation 612.09, the length of time that the shares have been held is only one of several
factors to be considered in evaluating whether, under all the circumstances, a purported secondary offering is instead an indirect primary
offering.

The
Registrant believes that a recent purchaser can effect a valid secondary offering of the Company’s shares unless other facts, beyond
the mere length of ownership, indicate that the Selling Shareholder is acting as a conduit of the issuer. In addition, the Selling Shareholders’
shares are being registered on a Form S-1, the form for general registrations, not a Form S-3. We note that the SEC has traditionally
permitted the registration of shares for resale in so called PIPE transactions.

Factor
2. Circumstances under which the selling stockholders received the shares

Each
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. The prices paid for the shares were negotiated between the Selling Shareholders and
the sellers of the shares. At the time of the purchases, the Registrant was in the process of registering the shares for resale, which
fact may have affected the purchase price of the shares, but the Registrant has no knowledge, or reason to believe, that any of the Selling
Shareholders purchased his or her shares for other than investment purposes.

In
addition, none of the Selling Shareholders has entered into any underwriting relationship or arrangement with the Registrant or received
any commission or other payment from the Registrant in connection with the resale of any of its securities and the Company will receive
no proceeds from the resale of the shares, if any, by the Selling Shareholders. These circumstances are quite distinct from those involving
a primary offering by or on behalf of the Registrant.

Rule
100 of Regulation M defines a “distribution” as “an offering of securities, whether or not subject to registration
under the Securities Act, that is distinguished from ordinary trading transactions by the magnitude of the offering and the presence
of special selling efforts and selling methods.” The aggregate number of shares being registered on behalf of the Selling Shareholders
constitutes only 16.67% of the currently issued and outstanding Ordinary Shares of the Registrant and will constitute only 14.29% of
the issued and outstanding shares after the initial public offering if none of the over-allotment option is exercised. (See Factor 4,
below) Furthermore, the Company is not aware of any evidence that would suggest that any special selling efforts or selling methods (such
as investor presentations or road shows) by or on behalf of any of the Selling Shareholders have or are intended to take place if the
Registration Statement is declared effective.

Factor
3. The relationship of the selling stockholders to the issuer

None
of the Selling Shareholders has any relationship to the Registrant or to any of the Registrant’s officers or directors. Each 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.

Furthermore,
the Registrant does not have an underwriting relationship with any of the Selling Shareholders or any contractual, legal or other relationship
that would control the timing, nature or amount of resales of the shares following the effectiveness of the Registration Statement or
even whether any shares are resold at all under the Registration Statement. To the Registrant’s knowledge, at no time have any
of the Selling Shareholders been affiliated with or acted as securities broker-dealers or representatives thereof. Further, as noted
above, the Selling Shareholders represented that they were acquiring the securities for their own accounts and not with a view to resale
or distribution.

To
the extent that any of the Selling Shareholders sells his or her shares, the Selling Shareholder will retain all proceeds from such sale(s)
and the Company will not receive any of the proceeds from any resale of the shares. Furthermore, none of the Selling Shareholders acquired
the shares under circumstances that would indicate that it was receiving compensation from the Company in connection with the resale
of the shares or that the Company had any financial interest in the resale of the shares.

Factor
4. Number of shares being sold

The
Registrant currently has 12,000,000 Ordinary Shares issued and outstanding, 2,000,000, or 16.67%, of which are being registered for resale
by the Selling Shareholders. After the Registrant’s planned initial public offering, it will have 14,000,000 Ordinary Shares issued
and outstanding if the underwriters do not exercise any of their over-allotment option and will have 14,300,000 Ordinary Shares issued
and outstanding if the underwriters exercise the over-allotment option in full. Accordingly, the Selling Shareholders’ shares will
constitute only 14.29% of the issued and outstanding shares after the initial public offering if none of the over-allotment option is
exercised and 13.99% if it is exercised in full.

The
Registrant respectfully submits that these percentages are not evidence that the resale offering should be reclassified as an indirect
primary offering.

Factor
5. Whether the selling stockholders are in the business of underwriting securities

To
the Company’s knowledge, none of the Selling Shareholders is, or ever has been, in the business of underwriting securities. Additionally,
the transfers of the Ordinary Shares covered by the Registration Statement were neither conditioned on the expected effectiveness of
the Registration Statement nor otherwise conditioned on the Selling Shareholders’ ability to resell the shares. Indeed, pursuant
to the Securities Purchase Agreements signed by the Selling Shareholders, each of the Selling Shareholders represented and warranted
that he or she was acquiring the securities for the purpose of investment and not with a view towards the sale or distribution thereof
within the meaning of the Securities Act. There is no evidence to suggest that any of those representations were false.

Factor
6. Whether under all the circumstances it appears that the seller is acting as a conduit for the issuer

The
totality of the facts and circumstances surrounding the Offering demonstrates that the Selling Shareholders are not acting as a conduit
in a distribution to the public. Rather, they are each acting for their own account as an investor in arms-length transactions. The Company
believes that the following factors weigh in favor of the conclusion that the Offering is a valid secondary offering:

    ●
    The
    Selling Shareholders acquired their shares in bona fide private transactions at purchase prices established through negotiation with
    the Sellers of the shares. The Registrant had no involvement in the transactions.

    ●
    None
    of the Selling Shareholders has any relationship to the Registrant or to any of the Registrant’s officers or directors.

    ●
    To
    the extent that any of the Selling Shareholders sells his or her shares, the Selling Shareholder will retain all proceeds from such
    sale(s) and the Company will not receive any of the proceeds from any resale of the shares.

    ●
    The
    number of shares being registered on behalf of the Selling Shareholders constitutes a small portion of the Ordinary Shares currently
    outstanding and an even smaller portion of the Ordinary Shares to be outstanding after the initial public offering.

    ●
    To
    the Registrant’s knowledge, none of the Selling Shareholders is in the business of underwriting securities and there is no
    evidence of special selling efforts or selling methods that would suggest a view to “distribution.”

Conclusion

Based
on the foregoing analysis, the Registrant believes that the registration of the Selling Shareholders’ shares for resale in the
Registration Statement is properly styled as a secondary offering eligible for registration pursuant to Rule 415(a)(1)(i) and not an
indirect primary offering.

    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.

Response:

In
response to this comment, the Registrant has added the following disclosure, or a modified version thereof, as appropriate, to the cover
page and to pages 24 and 120 of the Prospectus and to the cover page of the Resale Prospectus:

“The
Selling Shareholders may offer Resale Shares for sale concurrently with this offering or at any time, or from time to time, thereafter.
Any sales of Resale Shares by the Selling Shareholders until our Ordinary Shares are listed or quoted on an established public trading
market will take place at a price per share that is equal to the initial public offering price of the Ordinary Shares we are selling
in our initial public offering. Thereafter, any sales will occur at prevailing market prices or at privately negotiated prices.”

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.

Response:

In
response to this comment, the Registrant has expanded the disclosure in the “USE OF PROCEEDS” section of the Prospectus to
include the dollar amounts intended to be used for each purpose enumerated therein.

Please
note that, in addition to the changes made in response to the above-referenced comment