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SEC Comment Letter 0000000000-25-003639 to Generation Essentials Group (TGE)

Generation Essentials Group
Date: April 4, 2025 · CIK: 0002053456 · Accession: 0000000000-25-003639

AI Filing Summary & Sentiment

Sentiment
Urgency
Document Type
Confidence
SEC Posture
Company Posture

Summary

Reasoning

Date
April 4, 2025
Author
Division of
Form
UPLOAD
Company
Generation Essentials Group

Letter

Re: World Media & Entertainment Universal Inc. Amendment No. 1 to Draft Registration Statement on Form F-4 Submitted March 21, 2025 CIK No. 0002053456 Dear Samuel Chau:

April 4, 2025

Samuel Chau Chief Executive Officer World Media & Entertainment Universal Inc. 66 rue Jean-Jacques Rousseau 75001 Paris, France

We have reviewed your amended draft registration statement and have the following comments.

Please respond to this letter by providing the requested information and either submitting an amended draft registration statement or publicly filing your registration statement on EDGAR. 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 the information you provide in response to this letter and your amended draft registration statement or filed registration statement, we may have additional comments. Unless we note otherwise, any references to prior comments are to comments in our March 18, 2025 letter.

Draft Registration Statement on Form F-4 submitted March 21, 2025 Cover Page

1. We note your disclosure that "under the no redemptions scenario, the 50% redemption scenario and the maximum redemption scenario, on a fully diluted basis, the AMTD [Group] Entities would hold 34.1%, 28.4% and 9.3% of TGE ordinary shares, respectively." Please revise to ensure the information you are providing is accurate. In this regard, we note that your redemption scenarios table on page 36 discloses that (1) Existing TGE Class A Shareholders will hold 34.1%, 38.4%, and 43.7% of TGE Ordinary Shares under the no redemptions scenario, the 50% redemption scenario and the maximum redemption scenario, respectively; (2) Existing April 4, 2025 Page 2

TGE Class B Shareholders will hold 28.4%, 32.0%, and 36.3% of TGE Ordinary Shares under the no redemptions scenario, the 50% redemption scenario and the maximum redemption scenario, respectively; and (3) Existing TGE Class Preferred Shareholders will hold 9.3%, 10.5%, and 11.9% of TGE Ordinary Shares under the no redemptions scenario, the 50% redemption scenario and the maximum redemption scenario, respectively. We note also that footnote 6 to the table on page 36 indicates that all of the securities listed in each of these rows are controlled by AMTD Entities. Please revise or advise. QUESTIONS AND ANSWERS ABOUT THE BUSINESS COMBINATION AND THE EXTRAORDINARY GENERAL MEETING Q: What equity stake will Black Spade II Shareholders and TGE Shareholders have in TGE after the Business Combination?, page 16

2. We note your response to our prior comment 3. Please provide the information added in footnote 6 to your redemption scenarios table in your Questions and Answers section. Potential Sources of Dilution, page 37

3. We note that the notes to your dilution table on page 38 do not correctly correspond to the notes displayed in the table. Please revise. Selected Historical Financial Data of TGE, page 57

4. We note your disclosure on page 58 of the diluted earnings per share of $1.58 for the year ended December 31, 2024. On page F-55, you disclose that no diluted earnings per share for the year were presented as there were no potential ordinary shares. Please revise disclosures to remove the inconsistencies. Unaudited Pro Forma Condensed Combined Statement of Financial Position, page

5. The amount of the adjustment (e) in the 50% of the Maximum Redemption scenario does not appear correct. Please revise the disclosure accordingly. Notes to the Unaudited Pro Forma Condensed Combined Financial Information, page

6. We note your disclosure that any excess of the fair value of consideration transferred to Black Spade II shareholders over the fair value of Black Spade II's identifiable net assets acquired represents compensation for the service of a stock exchange listing for its shares and is expensed as incurred. Please tell us how you determined the compensation expense and reflected it in the pro forma financial information. TAX CONSIDERATIONS, page 245

7. We note your response to our prior comment 16. Please confirm that, if the company receives an opinion that it is more likely than not that the merger qualifies as a reorganization, such opinion will be disclosed in your registration statement and filed as an exhibit. April 4, 2025 Page 3

Please contact Stephany Yang at 202-551-3167 or Hugh West at 202-551-3872 if you have questions regarding comments on the financial statements and related matters. Please contact Bradley Ecker at 202-551-4985 or Erin Purnell at 202-551-3454 with any other questions.

Sincerely,
Division of
Corporation Finance
Office of
Manufacturing

Show Raw Text
<DOCUMENT>
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<TEXT>
 April 4, 2025

Samuel Chau
Chief Executive Officer
World Media & Entertainment Universal Inc.
66 rue Jean-Jacques Rousseau
75001 Paris, France

 Re: World Media & Entertainment Universal Inc.
 Amendment No. 1 to Draft Registration Statement on Form F-4
 Submitted March 21, 2025
 CIK No. 0002053456
Dear Samuel Chau:

 We have reviewed your amended draft registration statement and have the
following
comments.

 Please respond to this letter by providing the requested information and
either
submitting an amended draft registration statement or publicly filing your
registration
statement on EDGAR. 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 the information you provide in response to this letter
and your
amended draft registration statement or filed registration statement, we may
have additional
comments. Unless we note otherwise, any references to prior comments are to
comments in
our March 18, 2025 letter.

Draft Registration Statement on Form F-4 submitted March 21, 2025
Cover Page

1. We note your disclosure that "under the no redemptions scenario,
the 50%
 redemption scenario and the maximum redemption scenario, on a fully
diluted basis,
 the AMTD [Group] Entities would hold 34.1%, 28.4% and 9.3% of TGE
ordinary
 shares, respectively." Please revise to ensure the information you are
providing is
 accurate. In this regard, we note that your redemption scenarios table
on page 36
 discloses that (1) Existing TGE Class A Shareholders will hold 34.1%,
38.4%, and
 43.7% of TGE Ordinary Shares under the no redemptions scenario,
the 50%
 redemption scenario and the maximum redemption scenario, respectively;
(2) Existing
 April 4, 2025
Page 2

 TGE Class B Shareholders will hold 28.4%, 32.0%, and 36.3% of TGE
Ordinary
 Shares under the no redemptions scenario, the 50% redemption
scenario and the
 maximum redemption scenario, respectively; and (3) Existing TGE Class
Preferred
 Shareholders will hold 9.3%, 10.5%, and 11.9% of TGE Ordinary Shares
under the
 no redemptions scenario, the 50% redemption scenario and the
maximum
 redemption scenario, respectively. We note also that footnote 6 to the
table on page
 36 indicates that all of the securities listed in each of these rows are
controlled by
 AMTD Entities. Please revise or advise.
QUESTIONS AND ANSWERS ABOUT THE BUSINESS COMBINATION AND THE
EXTRAORDINARY GENERAL MEETING
Q: What equity stake will Black Spade II Shareholders and TGE Shareholders have
in TGE
after the Business Combination?, page 16

2. We note your response to our prior comment 3. Please provide the
information added
 in footnote 6 to your redemption scenarios table in your Questions and
Answers
 section.
Potential Sources of Dilution, page 37

3. We note that the notes to your dilution table on page 38 do not
correctly correspond to
 the notes displayed in the table. Please revise.
Selected Historical Financial Data of TGE, page 57

4. We note your disclosure on page 58 of the diluted earnings per share of
$1.58 for the
 year ended December 31, 2024. On page F-55, you disclose that no diluted
earnings
 per share for the year were presented as there were no potential
ordinary shares.
 Please revise disclosures to remove the inconsistencies.
Unaudited Pro Forma Condensed Combined Statement of Financial Position, page
231

5. The amount of the adjustment (e) in the 50% of the Maximum Redemption
scenario
 does not appear correct. Please revise the disclosure accordingly.
Notes to the Unaudited Pro Forma Condensed Combined Financial Information, page
233

6. We note your disclosure that any excess of the fair value of
consideration transferred
 to Black Spade II shareholders over the fair value of Black Spade II's
identifiable net
 assets acquired represents compensation for the service of a stock
exchange listing for
 its shares and is expensed as incurred. Please tell us how you
determined the
 compensation expense and reflected it in the pro forma financial
information.
TAX CONSIDERATIONS, page 245

7. We note your response to our prior comment 16. Please confirm that, if
the company
 receives an opinion that it is more likely than not that the merger
qualifies as a
 reorganization, such opinion will be disclosed in your
registration statement and
 filed as an exhibit.
 April 4, 2025
Page 3

 Please contact Stephany Yang at 202-551-3167 or Hugh West at
202-551-3872 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Bradley Ecker at 202-551-4985 or Erin Purnell at 202-551-3454 with any
other
questions.

 Sincerely,

 Division of
Corporation Finance
 Office of
Manufacturing
</TEXT>
</DOCUMENT>