SecProbe.io

May 23, 2025
Anna Zhabina
President, Treasurer and Secretary
Essence Array Inc
2 Queen’s Club Gardens, Suite 7
Yarrell Mansions
London, W14 9TB
United Kingdom
Re:Essence Array Inc
Registration Statement on Form S-1
Filed April 28, 2025
File No. 333-286798
Dear Anna Zhabina:
            We have reviewed your registration statement and have the following comment(s).
            Please respond to this letter by amending your registration statement and providing
the requested information. 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 any amendment to your registration statement and the information
you provide in response to this letter, we may have additional comments.
Registration Statement on Form S-1
Plan of Operation, page 16
1.Please disclose the location where you will set up your office.
Management's Discussion and Analysis of Financial Condition and Results of Operations
Liquidity and Capital Resources, page 18
You characterize here and elsewhere the initial issuance of your common stock of
5,473,000 shares on March 28, 2024 as consisting of $5,000 cash and the application
of $473 loan previously extended to you. From information in the filing it appears you
received $473 cash from this issuance, with the remaining $5,000 as a subscription
receivable (that remains outstanding) that should be recorded as a contra-equity item
as an offset to common stock issued (refer to ASC 505-10-45-2 and Rule 5-02.29 of 2.

May 23, 2025
Page 2
Regulation S-X). Please conform all disclosures throughout the filing to reflect the
effect of this, including net tangible book value on page 14 for which the amount
now appears should be zero, as well as applicable presentations in the balance sheet,
statement of changes in stockholder's equity, statement of cash flows and applicable
notes to the financial statements. In conformity with these changes, please have the
auditors reconsider the date of their opinion.
Description of Business
Our Business, page 20
3.Please revise your disclosure here and throughout the registration statement to more
clearly articulate the status of your operations. Your disclosure indicates that you have
"very limited operating history and no established customer base," you have no
revenues, and your activities to date have been focused on organizational matters and
"limited operational development." However, your disclosure elsewhere, such as on
page 20, suggests that you have an established business. In this regard, you indicate
that your business operates through two primary channels, you are "engaged in the
distribution" of European health and beauty supplements, you have "strong supplier
relationships in Europe," and you partner with boutique retails, spas, salons, wellness
clinics, and online beauty marketplaces. You also indicate that you are developing an
online platform for direct-to-consumer sales. To the extent these statements are
aspirational and do not reflect the current state of your business, please either remove
them or clearly disclose that you have not yet engaged in any of these activities and
there is no guarantee that you will be able to do so. Clearly disclose here and
elsewhere as appropriate that you do not have any partnerships, arrangements or
supplier relationships, you have not engaged in any development activities, you do not
have any customers, and that you have only conducted organizational matters to date.
Employees; Identification of Certain Significant Employees., page 23
4.We note your disclosure here that you have "no employees." Elsewhere, such as page
9, you state that you only have one employee, Anna Zhabina. Please revise your
disclosure to clarify whether you have no employees or a singular employee.
Directors, Executive Officers, Promoter and Control Persons, page 24
5.Please expand your disclosure related to Anna Zhabina's background to provide all
information required by Item 401 of Regulation S-K, including but not limited to
disclosing Ms. Zhabina's business experience during the past five years, including the
name and principal business of any corporation or other organization in which such
occupations and employment were carried on, as well as any relevant directorships. In
this regard, we note your disclosure that Ms. Zhabina "is involved in other business
activities that are similar to the business activities of Essence Array Inc. As such,
potential conflicts of interest may arise." Also indicate the size of operations at
Neitzens Group Limited and Beyond Tech, as such information relates to the level of
Ms. Zhabina's professional competence and the nature of her prior business
experience.

May 23, 2025
Page 3
Item 16. Exhibits, page 35
6.Please file an opinion of counsel regarding the legality of the securities being
registered and the corresponding consent of counsel. Refer to Item 601(b)(5)(i) and
Item 601(b)(23)(i) of Regulation S-K.
7.In exhibit 23.1, please have your auditors revise their consent to reflect it applies to
the registration statement filed on Form F-1 on April 28, 2025 and remove the
reference to the annual report on Form 10-K. Also, the consent should reference the
period from March 28, 2024 (inception) to March 31, 2025 consistent with the audited
financial statements.
Report of Independent Registered Public Accounting Firm, page F-1
8.You disclose you issued your initial shares of common stock on March 28, 2024.
Accordingly, this appears to be your date of inception. Please have your auditors
revise their report to reflect the period from March 28, 2024 (inception) to March 31,
2025 in referring to the financial statements other than the balance sheet. Refer to
paragraph 8 of AS 3101. Conform the caption of all affected financial statements to
reflect this inception date.
General
9.Please revise your disclosure throughout to clarify for which of the OTC Market
Groups platforms you intend to apply, if known.
10.We note your disclosure throughout the prospectus that you only recently commenced
operations. Please expand your disclosure throughout to clarify what operations the
company is currently conducting. In this regard, we note that you state you have
neither customers nor revenues at this time.
11.We note disclosure on page F-8 regarding a subscription agreement between you and
Ms. Zhabina executed on March 28, 2025. Please revise your prospectus to disclose
this subscription agreement, discuss its material terms, and file a copy of the
subscription agreement as an exhibit to the registration statement. Refer to Item
601(b) of Regulation S-K.
12.It appears that you may be a shell company as defined in Rule 405 under the
Securities Act of 1933. We note that you have no or nominal operations, assets
consisting solely of cash and cash equivalents, no expenditures in furtherance of your
business plan, and no revenues to date. We also note that significant steps remain to
commence your business plan. Provide us with a detailed legal analysis explaining
why you are not a shell company or otherwise disclose on the cover page and in the
description of business section that you are a shell company and add a risk factor that
highlights the consequences of your shell company status. Discuss the prohibition on
the use of Form S-8 by shell companies, enhanced reporting requirements imposed on
shell companies and the limitations on the ability of your security holders to resell
their securities in reliance on Rule 144. Describe the potential impact on your ability
to attract additional capital through subsequent unregistered offerings.

May 23, 2025
Page 4
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence
of action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            Please contact Robert Shapiro at 202-551-3273 or Doug Jones at 202-551-3309 if you
have questions regarding comments on the financial statements and related matters. Please
contact Alyssa Wall at 202-551-8106 or Erin Jaskot at 202-551-3442 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services