CORRESP Filing
Generation Essentials Group
Date: May 6, 2025 · CIK: 0002053456 · Accession: 0001213900-25-040059
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-286501
Referenced dates: May 5, 2025
Letter
Division of Corporation Finance Office of Manufacturing Re: The Generation Essentials Group Registration Statement on Form F-4 Filed April 25, 2025 333-286501
Dear Sir/Madam,
On behalf of our client, The Generation Essentials Group, a foreign private issuer organized under the laws of the Cayman Islands (the " Company "), we are hereby submitting to the staff (the " Staff ") of the Securities and Exchange Commission (the " Commission ") this letter setting forth the Company's responses to the comments contained in the Staff's letter dated May 5, 2025 on the Company's Amendment No. 1 to the Registration Statement on Form F-4 filed on April 25, 2025 (the " Registration Statement ") relating to the proposed business combination involving the Company and Black Spade Acquisition II Co (" Black Spade II "), a Cayman Islands exempted company.
Securities and Exchange Commission
May 6, 2025
Page 2
Concurrently with the submission of this letter, the Company is filing amendment No. 2 to its registration statement on Form F-4 (the " Revised Registration Statement ") and certain exhibits via EDGAR with the Commission.
The Company has responded to the Staff's comments by revising the Registration Statement to address the comments. The Staff's comments are repeated below in bold and are followed by the Company's responses. We have included page references in the Revised Registration Statement where the language addressing a particular comment appears. Capitalized terms used but not otherwise defined herein have the meanings set forth in the Revised Registration Statement.
The Company and Black Spade II plan to have the Revised Registration Statement declared effective in the week of May 5, 2025 and to convene the extraordinary general meeting of the shareholders of Black Spade II and consummate the proposed business combination as soon as possible in May 2025. The Company would appreciate the Staff's timely assistance and support to the Company in meeting this proposed timetable.
Amendment No. 1 to Registration Statement on Form F-4
Summary of the Proxy Statement/Prospectus
Dilution, page 37
1. We note your response to prior comment 3 and the revised disclosures on page 37. It appears your net tangible book value at or above which the potential dilution results in pro forma net tangible book value per share, as adjusted being at least $10.00 per share does not represent company valuation at or above which the potential dilution results in the amount of the non-redeeming shareholders' interest per share being at least the initial public offering price per share of common stock in compliance with Item 1604(c)(1) of Regulation S-K. Please revise to disclose the company valuation calculated as the initial public offering price of $10.00 multiplied by the number of TGE shares after giving effect to the de-SPAC transaction (i.e., pro forma outstanding
In response to the Staff's comment, the Company has revised the disclosure on page 37 of the Registration Statement.
2. Please rename pro forma total assets book value of TGE as of December 31, 2024 in the second table appropriately as the amounts appear to reflect pro forma net assets book value
In response to the Staff's comment, the Company has revised the disclosure on page 37 of the Registration Statement.
* * *
Securities and Exchange Commission
May 6, 2025
Page 3
If you have any questions regarding the Revised Registration Statement, please contact the undersigned by phone at +852 3740 4858 or via email at shu.du@skadden.com, or Brian V. Breheny by phone at +1 (202) 371-7180 or via e-mail at brian.breheny@skadden.com.
Very truly yours,
/s/ Shu Du
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CORRESP
1
filename1.htm
Partners
Geoffrey
Chan *
Shu
Du *
Andrew
L. Foster *
Chi
T. Steve Kwok *
Haiping
Li *
Rory
McAlpine ¨
Jonathan
B. Stone *
Paloma
P. Wang ¨
Friven
Yeoh ¨
¨
(Also Admitted in England & Wales)
*
(Also Admitted in New York)
Skadden,
Arps, Slate, Meagher & Flom
世達國際律師事務所
42/F,
EDINBURGH TOWER, THE LANDMARK
15
QUEEN'S ROAD CENTRAL, HONG KONG
________
TEL:
(852) 3740-4700
FAX:
(852) 3740-4727
www.skadden.com
AFFILIATE
OFFICES
-----------
BOSTON
CHICAGO
HOUSTON
LOS
ANGELES
NEW
YORK
PALO
ALTO
WASHINGTON,
D.C.
WILMINGTON
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ABU
DHABI
BEIJING
BRUSSELS
FRANKFURT
LONDON
MUNICH
PARIS
SÃO
PAULO
SEOUL
SINGAPORE
TOKYO
TORONTO
May 6, 2025
Confidential
Mr. Bradley Ecker
Ms. Erin Purnell
Ms. Stephany Yang
Mr. Hugh West
Division of Corporation Finance
Office of Manufacturing
U.S. Securities and Exchange Commission
100 F Street, NE
Washington, D.C. 20549
Re: The Generation Essentials Group
Registration Statement on Form F-4
Filed April 25, 2025
333-286501
Dear Sir/Madam,
On behalf of our client, The Generation Essentials
Group, a foreign private issuer organized under the laws of the Cayman Islands (the " Company "), we are hereby submitting
to the staff (the " Staff ") of the Securities and Exchange Commission (the " Commission ") this letter
setting forth the Company's responses to the comments contained in the Staff's letter dated May 5, 2025 on the Company's
Amendment No. 1 to the Registration Statement on Form F-4 filed on April 25, 2025 (the " Registration Statement ") relating
to the proposed business combination involving the Company and Black Spade Acquisition II Co (" Black Spade II "), a
Cayman Islands exempted company.
Securities and Exchange Commission
May 6, 2025
Page 2
Concurrently with the submission of this letter,
the Company is filing amendment No. 2 to its registration statement on Form F-4 (the " Revised Registration Statement ")
and certain exhibits via EDGAR with the Commission.
The Company has responded to the Staff's
comments by revising the Registration Statement to address the comments. The Staff's comments are repeated below in bold and are
followed by the Company's responses. We have included page references in the Revised Registration Statement where the language addressing
a particular comment appears. Capitalized terms used but not otherwise defined herein have the meanings set forth in the Revised Registration
Statement.
The Company and Black Spade II plan to have the
Revised Registration Statement declared effective in the week of May 5, 2025 and to convene the extraordinary general meeting of the shareholders
of Black Spade II and consummate the proposed business combination as soon as possible in May 2025. The Company would appreciate the Staff's
timely assistance and support to the Company in meeting this proposed timetable.
Amendment No. 1 to Registration Statement
on Form F-4
Summary of the Proxy Statement/Prospectus
Dilution, page 37
1. We note your response to prior comment 3 and the revised disclosures on page 37. It appears your
net tangible book value at or above which the potential dilution results in pro forma net tangible book value per share, as adjusted being
at least $10.00 per share does not represent company valuation at or above which the potential dilution results in the amount of the non-redeeming
shareholders' interest per share being at least the initial public offering price per share of common stock in compliance with Item 1604(c)(1)
of Regulation S-K. Please revise to disclose the company valuation calculated as the initial public offering price of $10.00 multiplied
by the number of TGE shares after giving effect to the de-SPAC transaction (i.e., pro forma outstanding
In response to the Staff's
comment, the Company has revised the disclosure on page 37 of the Registration Statement.
2. Please rename pro forma total assets book value of TGE as of December 31, 2024 in the second table appropriately as the amounts
appear to reflect pro forma net assets book value
In response to the Staff's
comment, the Company has revised the disclosure on page 37 of the Registration Statement.
* * *
Securities and Exchange Commission
May 6, 2025
Page 3
If you have any questions regarding the Revised
Registration Statement, please contact the undersigned by phone at +852 3740 4858 or via email at shu.du@skadden.com, or Brian V. Breheny
by phone at +1 (202) 371-7180 or via e-mail at brian.breheny@skadden.com.
Very truly yours,
/s/ Shu Du
Shu Du
cc: Giampietro Baudo, Chief Executive Officer, The Generation Essentials Group
Samuel Chao, Director and Chief Financial Officer, The Generation
Essentials Group
Dennis Tam, Executive Chairman of the Board and Co-CEO, Black
Spade Acquisition II Co
Kester Ng, Director, Co-CEO and CFO, Black
Spade Acquisition II Co
Richard Taylor, Director, Co-CEO and COO,
Black Spade Acquisition II Co
Brian V. Breheny, Partner, Skadden, Arps,
Slate, Meagher & Flom LLP
Sharon Lau, Partner, Latham & Watkins
LLP
Stacey Wong, Partner, Latham & Watkins
LLP