SecProbe.io

CORRESP
 1
 filename1.htm

 BY
EDGAR

 April
22, 2025

 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. 6 to Registration Statement on Form F-1

 Filed
 March 31, 2025

 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 April 15, 2025 from the staff (the " Staff ")
of the U.S. Securities and Exchange Commission (the " Commission ") to the Company, relating to Amendment No. 6 to the
Registration Statement on Form F-1 that the Company filed with the Commission on January 22, 2025.

 The
Company is responding to the Staff's comments by submitting this letter, which 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
 Operating
 Costs, page 49

 Please
expand your disclosure to fully explain how your 2024 cost of goods sold decreased by 5% even though your total sales increased by 48%.
See the guidance in Item 5 of Form 20-F.

 Response

 In
response to the comment, we will expand the discussion regarding Operating Costs on page 49 in an Amendment No. 7 to the Registration
Statement (" Amendment No. 7 ") to add the following paragraphs:

 "Our
gross profit margin improved significantly in fiscal year 2024, primarily due to a strategic shift in our revenue mix toward higher-margin
products. While total revenue increased by 48.37%, from $3.70 million in fiscal year 2023 to $5.48 million in fiscal year 2024, our cost
of goods sold decreased by 5.28%. This contradiction is primarily the result of a change in product mix, driven by the company's
transition away from the lower-margin health care business segment to the higher-margin cosmetics and skin care business segment.

 In
fiscal year 2023, approximately 89.72% of our revenue was derived from the health care business segment, which largely comprised face
masks, test kits and other products. These products generally have low profit margins due to intense pricing pressure and commoditization
post-pandemic. In contrast, by fiscal year 2024, revenue from the health care segment dropped to 38.79%, while revenue from cosmetics
and skin care rose to 61.21%. Within this segment, our skin care products accounted for approximately $3.02 million, or 55.00% of our
total revenue in fiscal year 2024, compared to only $47,066, or 1.27% of total revenue in fiscal year 2023.

 The
launch of our new skincare product, SpaceLift, which carries a higher gross margin than our legacy health care products, drove the reduction
in cost of goods sold as a percentage of revenue. Approximately 0.19 million units of SpaceLift were sold globally in fiscal year 2024,
contributing 87.75% of total revenue from our cosmetics and skin care segment. This allowed us to generate higher gross profits on a
per-unit basis, while simultaneously reducing our reliance on volume-driven, lower-margin health care products.

 As
a result, although revenue increased year-over-year, the average cost per dollar of revenue decreased due to the growing contribution
from our premium skin care product line. This favorable shift in product mix explains the decline in total cost of goods sold despite
the overall growth in revenue and supports our continued focus on expanding the cosmetics and skin care business segment."

 Comment
 2
 Statement
 of Profit or Loss and Other Comprehensive Income, Page F-5

 With
reference to the material components of your operating costs identified on page 49, please explain how your presentation of cost of goods
sold includes all costs incurred necessary to generate revenue in the periods presented. Refer to paragraph 103 of IAS 1.

 Response

 In
response to the comment, we will expand the discussion under the heading "Results of Operations for the Fiscal Years Ended December
31, 2024 and 2023" on page 47 of Amendment No. 7 to add the following paragraph:

 "The
analysis of our results of operations presented below is based on the nature of expense method, in accordance with paragraph 102 of IAS
1. While our audited financial statements present expenses by function (i.e., cost of sales, administrative expenses, etc.) as permitted
under paragraph 99 of IAS 1, all material expenses necessary to generate revenue, including those recognized under cost of goods sold,
have been appropriately included in this analysis. This approach is consistent with our internal management reporting and performance
evaluation."

 Comment
 3
 Note
 1 – Corporate Information, page F-11

 We
note that on November 4, 2024, Empro Group acquired 100% of EMP Solutions' equity. Please address the following:

 ●
 In
 light of the November 4, 2024 acquisition date, please provide the financial statements of the registrant, Empro Group. See Item
 4 of Form F-1. Ensure those financial statements appropriate reflect the historical operations of EMP Solutions as required by common
 control accounting.

 Response

 We
respectfully acknowledge the Staff's comment and respectfully submit that Empro Group qualified as a "business combination
related shell company" until November 4, 2024, when the stockholders of EMP Solution became the 100% stockholders of Empro Group
in accordance with the restructuring transaction described in the registration statement. Pursuant to Section 1160 of the Commission's
"Division of Corporate Finance Financial Reporting Manual," if the registrant is a "business combination related shell
company" the registrant's financial statements may be omitted. A "shell company" is defined in Rule 405 under
the Securities Act of 1933, as amended, (the " Securities Act "), as a registrant, other than an asset-backed issuer
as defined in Item 1101(b) of Regulation AB, that has (a) no or nominal operations; and (b) either (i) no or nominal assets, (ii) assets
consisting solely of cash and cash equivalents, or (iii) assets consisting of any amount of cash and cash equivalents and nominal other
assets. Empro Group had no operations or assets prior to the date of the restructuring described in the registration statement and has
engaged solely in activities in contemplation of the initial public offering described in the registration statement.

 A
"business combination related shell company" is defined in Rule 405 of the Securities Act as a shell company that is (a)
formed by an entity that is not a shell company solely for the purpose of changing the corporate domicile of that entity solely within
the United States or (b) formed by an entity that is not a shell company solely for the purpose of completing a business combination
transaction (as defined in Rule 165(f) under the Securities Act) among one or more entities other than the shell company, none of which
is a shell company.

 Empro
Group had no operations or assets prior to the date of the reorganization described in the registration statement, and was formed by
EMP Solution for the sole purpose of restructuring EMP Solution from a Malaysian entity to a Cayman entity. Accordingly, Empro Group
respectfully submits that it is not required to include stand-alone financial statements in the registration statement. Going forward,
following the initial public offering described in the registration statement, Empro Group will include the financial statements of Empro
Group in its periodic reports and other filings as required by applicable law and the rules and regulations of the Commission.

 ●
 Your
 disclosure on page 43 indicates that this transaction has been accounted for using merger method in accordance with Malaysia accounting
 practices under IFRS for common control transactions. Please expand your disclosures herein and on page 43 to discuss your accounting
 for this acquisition. In this regard, we note that the audit report for EMP Solutions indicates that the financial statements have
 been prepared in accordance with the International Financial Reporting Standards issued by the International Accounting Standards
 Board.

 Response

 In
response to this portion of the comment, we will modify footnote (2) on page 43 of Amendment No. 7 to read as follows:

 "On
November 4, 2024, Empro Group effected a common-control transaction by acquiring 100% of EMP Solution through a share swap. As both entities
were under the common control of Mr. Yeoh Chee Wei prior to the acquisition, the transaction has been accounted for as a common control
transaction. Given the absence of specific guidance under IFRS for such transactions, we applied a merger accounting approach. Under
this approach, the assets and liabilities of EMP Solution were consolidated at their historical carrying amounts without any fair value
adjustments or recognition of goodwill. The difference between the par value of the shares issued by Empro Group and the share capital
of EMP Solution has been recorded within equity as a merger reserve. This treatment reflects the substance of the transaction and is
consistent with the Group's accounting policy for transactions under common control."

 Comment
 4
 Note
 3, page F-16

 It
appears that the disclosures outlines in paragraphs 22 and 32-34 of IFRS 8 may be required. Please clarify for us how you considered
this guidance.

 Response

 In
response to the comment, we will revise the disclosure included in the financial statements included in Amendment No. 7 on pages F-26,
F-42 and F-50 – F-52.

 Comment
 5
 Note
 24, page F-44

 With
reference to the guidance in paragraph 64 of IAS 33, please address why your EPS data does not give effect to the January 15, 2025 transaction
disclosed on page 8. In this regard, we note that your financial statements were authorized for issue on March 21, 2025. See also SAB
Topic 4:C.

 Response

 We
respectfully acknowledge the Staff's comment and respectfully advise the Staff that the earnings per share ("EPS")
data that will be presented in Amendment No. 7 will reflect the results of operations and financial position of EMP Solutions Sdn. Bhd.
Accordingly, the EPS information that will be disclosed in Note 24 of Amendment No. 7 will be calculated based on the financial data
at the EMP Solutions level.

 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,

 Michael
 T. Campoli

 Michael
 T. Campoli

 Pryor
 Cashman LLP

 cc:
 Yeoh
 Chee Wei