SecProbe.io

CORRESP
1
filename1.htm

EMPRO
GROUP INC.

21,
Jalan 15/23, Tiong Nam Industry Park

40200
Shah Alam

Selangor,
Malaysia

BY
EDGAR

December
10, 2024

    U.S.
Securities and Exchange Commission

    Division
of Corporation Finance

    Office
of Industrial Applications and Services

    Washington,
D.C. 20549

    Attn:
    Robert
    Augustin

    Katherine
    Bagley

    RE:
    Empro
    Group Inc.

    Amendment
    No. 2 to Registration Statement on Form F-1

    Filed
    November 15, 2024

    File
    No. 333-282155

Dear
Sir / Madam:

On
behalf of our client, Empro Group, Inc. (the “Company”), a Cayman Islands exempted company with limited liability,
we hereby submit this letter in response to the comments set forth in that certain letter dated November 27, 2024 from the staff (the
“Staff”) of the U.S. Securities and Exchange Commission (the “Commission”) to the Company, relating
to Amendment No. 2 to the Registration Statement on Form F-1 that the Company filed with the Commission on November 15, 2024.

The
Company is responding to the Staff’s comments by filing Amendment No. 3 to the Registration Statement (“Amendment No.
3”) that addresses the Staff’s comments, as more fully set forth below. For your convenience, the Staff’s comments
have been retyped herein in bold.

    Comment
    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 you entered into in connection with the reorganization, and file these agreements as exhibits or provide your analysis
as to why you believe the agreements are note required to be filed. Refer to Items 601(b)(2) and (10) of Regulation S-K.

Response

The
reorganization of EMP Solution, as a result of which the holders of all of the issued and outstanding ordinary shares of EMP Solution
exchanged their shares of EMP Solution for an equal number of ordinary shares of Empro Group, and Empro Group became the holder of all
of the issued and outstanding ordinary shares of EMP Solution, was effected pursuant to a Share Swap Agreement dated November 4, 2024
between Empro Group, on the one hand, and the holders of all of the issued and outstanding ordinary shares of EMP Solution, on the other
hand. The Share Swap Agreement is filed as Exhibit 10.14 to the registration statement. In response to the comment, we have revised the
disclosure regarding the Share Swap Agreement and the transactions that were effected thereby, which appears on pages 45 and 100 of the
prospectus included in Amendment No. 3 and in Part II, Item 7 of Amendment No. 3 (page II-1), to read as follows:

“On
November 4, 2024, Empro Group, on the one hand, and the holders of all of the issued and outstanding ordinary shares of EMP Solution,
on the other hand, entered into a Share Swap Agreement, a copy of which is filed as Exhibit 10.14 to the registration statement of which
this prospectus forms a part. Pursuant to the Share Swap Agreement, the shareholders of EMP Solution exchanged all 1,500,000 of the issued
and outstanding shares of EMP Solution for newly-issued Ordinary Shares of Empro Group on a 1-for-1 basis. As a result of the transactions
effected pursuant to the Share Swap Agreement, Empro Group became the ultimate holding company of EMP Solution, with Empro Group holding
all 1,500,000 of the issued and outstanding shares of EMP Solution. Neither Empro Group nor the shareholders of EMP Solution entered
into any agreements relating to the exchange of the ordinary shares of EMP Solution for Ordinary Shares of Empro Group other than the
Share Swap Agreement.”

If
you have any further questions or comments, or would like to discuss this response letter, please feel free to call the undersigned at
(212) 326-0468 or to email the undersigned at mcampoli@pryorcashman.com.

    Sincerely,

    /s/
    Michael T. Campoli

    Michael
    T. Campoli

    Pryor
    Cashman LLP

    cc:
    Yeoh
    Chee Wei