CORRESP Filing
Generation Essentials Group
Date: July 3, 2025 · CIK: 0002053456 · Accession: 0001213900-25-061212
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-288278
Referenced dates: June 30, 2025
Letter
VIA EDGAR Division of Corporation Finance Office of Manufacturing Re: The Generation Essentials Group Registration Statement on Form F-1 Filed June 24, 2025 File No. 333-288278
Dear Ms. Donahue and Ms. Purnell,
On behalf of our client, The Generation Essentials Group, a foreign private issuer organized under the laws of the Cayman Islands (the " Company "), we submit 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 June 30, 2025 on the Company's registration statement on Form F-1 filed on June 24, 2025.
Concurrently with the submission of this letter, the Company is filing amendment No. 1 to the registration statement on Form F-1 (the " Registration Statement ") via EDGAR with the Commission. The Staff's comments are repeated below in bold and are followed by the Company's responses. Capitalized terms used but not otherwise defined herein have the meanings set forth in the Registration Statement.
Securities and Exchange Commission
July 3, 2025
Page 2
Registration Statement on Form F-1 filed June 24, 2025
General
1. Please revise your registration statement to include the unaudited financial statements of Black Spade Acquisition II Co. through the three months ended March 31, 2025. See Rule 15-01(e) of Regulation S-K.
In response to the Staff's comment, the Company has included the unaudited financial statements of Black Spade Acquisition II Co. through the three months ended March 31, 2025 in the Registration Statement.
2. Your disclosure appears to be inconsistent with regards to how many shares and warrants you are registering in this offering. For instance, we note discrepancies regarding the amount offered on the Cover Page, in The Offering, the legal opinion, and the filing fee table. Please revise your disclosure to clarify the amount of shares and warrants you are registering. See Item 501 of Regulation S-K.
In response to the Staff's comment, the Company has revised the disclosure on the cover page of the Registration Statement.
* * *
Securities and Exchange Commission
July 3, 2025
Page 3
If you have any questions regarding the Draft Registration Statement, please contact the undersigned by phone at +852 3740 4858 or via email at shu.du@skadden.com.
Very truly yours,
/s/ Shu Du
Show Raw Text
CORRESP 1 filename1.htm Skadden, Arps, Slate, Meagher & Flom 世達國際律師事務所 Partners 42/F, EDINBURGH TOWER, THE LANDMARK AFFILIATE OFFICES Geoffrey Chan * 15 QUEEN'S ROAD CENTRAL, HONG KONG ----------- Shu Du * ----------- BOSTON Andrew L. Foster * TEL: (852) 3740-4700 CHICAGO Chi T. Steve Kwok * FAX: (852) 3740-4727 HOUSTON Haiping Li * www.skadden.com LOS ANGELES Rory McAlpine ¨ NEW YORK Jonathan B. Stone * PALO ALTO Paloma P. Wang ¨ WASHINGTON, D.C. Friven Yeoh ¨ WILMINGTON ¨ (Also Admitted in England & Wales) ----------- * (Also Admitted in New York) ABU DHABI BEIJING BRUSSELS FRANKFURT LONDON MUNICH PARIS SÃO PAULO SEOUL SINGAPORE TOKYO TORONTO July 3, 2025 VIA EDGAR Ms. Erin Donahue Ms. Erin Purnell 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-1 Filed June 24, 2025 File No. 333-288278 Dear Ms. Donahue and Ms. Purnell, On behalf of our client, The Generation Essentials Group, a foreign private issuer organized under the laws of the Cayman Islands (the " Company "), we submit 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 June 30, 2025 on the Company's registration statement on Form F-1 filed on June 24, 2025. Concurrently with the submission of this letter, the Company is filing amendment No. 1 to the registration statement on Form F-1 (the " Registration Statement ") via EDGAR with the Commission. The Staff's comments are repeated below in bold and are followed by the Company's responses. Capitalized terms used but not otherwise defined herein have the meanings set forth in the Registration Statement. Securities and Exchange Commission July 3, 2025 Page 2 Registration Statement on Form F-1 filed June 24, 2025 General 1. Please revise your registration statement to include the unaudited financial statements of Black Spade Acquisition II Co. through the three months ended March 31, 2025. See Rule 15-01(e) of Regulation S-K. In response to the Staff's comment, the Company has included the unaudited financial statements of Black Spade Acquisition II Co. through the three months ended March 31, 2025 in the Registration Statement. 2. Your disclosure appears to be inconsistent with regards to how many shares and warrants you are registering in this offering. For instance, we note discrepancies regarding the amount offered on the Cover Page, in The Offering, the legal opinion, and the filing fee table. Please revise your disclosure to clarify the amount of shares and warrants you are registering. See Item 501 of Regulation S-K. In response to the Staff's comment, the Company has revised the disclosure on the cover page of the Registration Statement. * * * Securities and Exchange Commission July 3, 2025 Page 3 If you have any questions regarding the Draft Registration Statement, please contact the undersigned by phone at +852 3740 4858 or via email at shu.du@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