SEC Comment Letter 0000000000-24-013194 to Empro Group Inc. (EMPG)
Empro Group Inc.
Date: Nov. 27, 2024 · CIK: 0002005569 · Accession: 0000000000-24-013194
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-282155
Referenced dates: June 4, 2024
Letter
November 27, 2024 Yeoh Chee Wei Chief Executive Officer Empro Group Inc. 21, Jalan 15/23, Tiong Nam Industry Park, 40200 Shah Alam Selangor, Malaysia Re:Empro Group Inc. Amendment No. 2 to Registration Statement on Form F-1 Filed November 15, 2024 File No. 333-282155 Dear Yeoh Chee Wei: We have reviewed your amended registration statement and have the following comment. 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. Unless we note otherwise, any references to prior comments are to comments in our November 4, 2024 letter. Amendment No. 2 to Registration Statement on Form F-1 Corporate History and Structure, page 45 We note your revised disclosure on page 45 that "[o]n November 4, 2024, Empro Group acquired 100% of the equity interests in EMP Solution from its shareholders by issuing Ordinary Shares to such shareholders on a 1-for-1 basis." We also note your prior response in your letter dated June 4, 2024 that, once you complete all steps necessary to effect the reorganization, "We will describe in the prospectus the material provisions of the agreements that are entered into in connection with the reorganization, and file such agreements as exhibits to the Registration Statement as applicable." Please revise your disclosure to describe the material provisions of any agreements entered into in connection with the reorganization, and file these agreements as exhibits or provide your analysis as to why you believe the agreements 1.
November 27, 2024 Page 2 are not required to be filed. Refer to Items 601(b)(2) and (10) of Regulation S-K. Please contact Al Pavot at 202-551-3738 or Jeanne Baker at 202-551-3691 if you have questions regarding comments on the financial statements and related matters. Please contact Robert Augustin at 202-551-8483 or Katherine Bagley at 202-551-2545 with any other questions. Sincerely, Division of Corporation Finance Office of Industrial Applications and Services cc:Michael T. Campoli
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November 27, 2024
Yeoh Chee Wei
Chief Executive Officer
Empro Group Inc.
21, Jalan 15/23, Tiong Nam Industry Park, 40200 Shah Alam
Selangor, Malaysia
Re:Empro Group Inc.
Amendment No. 2 to Registration Statement on Form F-1
Filed November 15, 2024
File No. 333-282155
Dear Yeoh Chee Wei:
We have reviewed your amended registration statement and have the following
comment.
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. Unless we note
otherwise, any references to prior comments are to comments in our November 4, 2024 letter.
Amendment No. 2 to Registration Statement on Form F-1
Corporate History and Structure, page 45
We note your revised disclosure on page 45 that "[o]n November 4, 2024, Empro
Group acquired 100% of the equity interests in EMP Solution from its shareholders by
issuing Ordinary Shares to such shareholders on a 1-for-1 basis." We also note your
prior response in your letter dated June 4, 2024 that, once you complete all steps
necessary to effect the reorganization, "We will describe in the prospectus the material
provisions of the agreements that are entered into in connection with the
reorganization, and file such agreements as exhibits to the Registration Statement as
applicable." Please revise your disclosure to describe the material provisions of any
agreements entered into in connection with the reorganization, and file these
agreements as exhibits or provide your analysis as to why you believe the agreements 1.
November 27, 2024
Page 2
are not required to be filed. Refer to Items 601(b)(2) and (10) of Regulation S-K.
Please contact Al Pavot at 202-551-3738 or Jeanne Baker at 202-551-3691 if you
have questions regarding comments on the financial statements and related matters. Please
contact Robert Augustin at 202-551-8483 or Katherine Bagley at 202-551-2545 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services
cc:Michael T. Campoli