CORRESP Filing
Empro Group Inc.
Date: May 22, 2025 · CIK: 0002005569 · Accession: 0001641172-25-012018
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-282155
Referenced dates: May 19, 2025
Letter
Division of Corporation Finance Office of Industrial Applications and Services RE: Empro Group Inc. Amendment No. 7 to Registration Statement on Form F-1 Filed May 9, 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, on May 20, 2025 we submitted a letter (such letter, the " Initial Response Letter ") in response to the comments set forth in that certain letter dated May 19, 2025 from the staff (the " Staff ") of the U.S. Securities and Exchange Commission (the " Commission ") to the Company, relating to Amendment No. 7 to the Registration Statement on Form F-1 that the Company filed with the Commission on May 9, 2025 (such letter from the Staff to the Company, the " Comment Letter "), and at the same time that we submitted the Initial Response Letter, we filed an Amendment No. 8 to the Registration Statement (" Amendment No. 8 "). Following further discussions with the Staff regarding the Comment Letter, the Initial Response Letter and Amendment No. 8, we are hereby submitting this letter as a supplemental response to the Comment Letter, which addresses the Staff's comments as set forth in the Comment Letter as more fully set forth below, and are hereby filing Amendment No. 9 to the Registration Statement (" Amendment No. 9 "). For your convenience, the Staff's comments as set forth in the Comment Letter have been retyped herein in bold.
Comment Note 24, page F-50
We note your response to prior comment 5. Please explain to us how you concluded that Empro Group's issuance of 5,250,000 ordinary shares to the existing shareholders of Empro Group on a pro rata basis for a purchase price equal to $0.0001 per share is not a bonus issue and/or essentially a stock split. In this regard, we note that this issuance materially increased the number of shares outstanding without impacting the total value of your shares or the ownership of your stockholders. Please reassess the guidance in paragraph 64 of IAS 33 as well as SAB Topic 4:C and revise your financial statements as necessary.
Response
In response to the comment, we have revised the income statement and subsection (a) of Note 24 of the financial statements that are included in Amendment No. 9 to reflect the issuance of 5,250,000 ordinary shares to existing shareholders on a pro rata basis for a purchase price of $0.0001 per share. Both the income statement and subsection (a) of Note 24 now reflect a basic earnings per ordinary share as of December 31, 2024 of $0.11. In addition, we have removed subsection (c) of footnote 24 of the financial statements that were included in Amendment No. 8.
Comment Note 28, page F-55
Please expand this disclosure to report a measure of profit or loss for each of your two reportable segments. See paragraph 23 of IFRS 8. Any material variances in segment profit or loss should also be explained in MD&A.
Response
In response to the comment, we have expanded the disclosures contained under the heading "Operating Costs" beginning on page 49 of the prospectus contained in Amendment No. 9, as well as in the table contained in Note 28 of the financial statements included in Amendment No. 9, to report a measure of profit or loss for Empro Group's two reportable segments. When evaluating the revised disclosures, please note that for internal management reporting purposes, the Chief Executive Officer and Chairman of the Board of Directors, who serves as the chief operating decision maker, evaluates the operating performance of each business segment solely based on gross profit.
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
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CORRESP
1
filename1.htm
BY
EDGAR
May
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. 7 to Registration Statement on Form F-1
Filed
May 9, 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,
on May 20, 2025 we submitted a letter (such letter, the " Initial Response Letter ") in response to the comments set
forth in that certain letter dated May 19, 2025 from the staff (the " Staff ") of the U.S. Securities and Exchange Commission
(the " Commission ") to the Company, relating to Amendment No. 7 to the Registration Statement on Form F-1 that the
Company filed with the Commission on May 9, 2025 (such letter from the Staff to the Company, the " Comment Letter "),
and at the same time that we submitted the Initial Response Letter, we filed an Amendment No. 8 to the Registration Statement
(" Amendment No. 8 "). Following further discussions with the Staff regarding the Comment Letter, the Initial Response
Letter and Amendment No. 8, we are hereby submitting this letter as a supplemental response to the Comment Letter, which addresses the
Staff's comments as set forth in the Comment Letter as more fully set forth below, and are hereby filing Amendment No. 9 to the
Registration Statement (" Amendment No. 9 "). For your convenience, the Staff's comments as set forth in the Comment
Letter have been retyped herein in bold.
Comment
1
Note
24, page F-50
We
note your response to prior comment 5. Please explain to us how you concluded that Empro Group's issuance of 5,250,000 ordinary
shares to the existing shareholders of Empro Group on a pro rata basis for a purchase price equal to $0.0001 per share is not a bonus
issue and/or essentially a stock split. In this regard, we note that this issuance materially increased the number of shares outstanding
without impacting the total value of your shares or the ownership of your stockholders. Please reassess the guidance in paragraph 64
of IAS 33 as well as SAB Topic 4:C and revise your financial statements as necessary.
Response
In
response to the comment, we have revised the income statement and subsection (a) of Note 24 of the financial statements that are included
in Amendment No. 9 to reflect the issuance of 5,250,000 ordinary shares to existing shareholders on a pro rata basis for a purchase price
of $0.0001 per share. Both the income statement and subsection (a) of Note 24 now reflect a basic earnings per ordinary share as of December
31, 2024 of $0.11. In addition, we have removed subsection (c) of footnote 24 of the financial statements that were included in Amendment
No. 8.
Comment
2
Note
28, page F-55
Please
expand this disclosure to report a measure of profit or loss for each of your two reportable segments. See paragraph 23 of IFRS 8. Any
material variances in segment profit or loss should also be explained in MD&A.
Response
In
response to the comment, we have expanded the disclosures contained under the heading "Operating Costs" beginning on page
49 of the prospectus contained in Amendment No. 9, as well as in the table contained in Note 28 of the financial statements included
in Amendment No. 9, to report a measure of profit or loss for Empro Group's two reportable segments. When evaluating the revised
disclosures, please note that for internal management reporting purposes, the Chief Executive Officer and Chairman of the Board of
Directors, who serves as the chief operating decision maker, evaluates the operating performance of each business segment solely based
on gross profit.
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