SecProbe.io

CORRESP
 1
 filename1.htm

 July
1, 2025

 VIA
EDGAR

 U.S.
Securities and Exchange Commission

 Division of Corporation Finance

 100
F Street, N.E.

 Washington, D.C. 20549

 Attention:
Robert Augustin & Katherine Bagley

 Re:
 Empro
 Group Inc.

 Amendment
 No. 11 to Registration Statement on Form F-1
 Filed June 4, 2025
 File
 No. 333-282155

 Ladies
and Gentlemen:

 In
accordance with Rule 461 under the Securities Act of 1933, as amended (the "Act"), R.F. Lafferty & Co., Inc., as representative
of the several underwriters, hereby joins Empro Group Inc. (the "Company") in requesting that the U.S. Securities and Exchange
Commission take appropriate action to cause the Registration Statement on Form F-1, as amended (File No. 333-282155) (the "Registration
Statement"), to become effective on Tuesday, July 1, 2025, at 5:05 p.m., Eastern Time, or as soon thereafter as practicable.

 The
undersigned advises that it has complied and will continue to comply, and that it has been informed by the participating underwriters
and dealers that they have complied and will continue to comply, with the requirements of Rule 15c2-8 under the Securities Exchange Act
of 1934, as amended.

 Very
truly yours,

 R.F.
Lafferty & Co., Inc.

 /s/
 Rob Hackel

 Name:
 Rob
 Hackel

 Title:
 Chief
 Operating Officer

CORRESP
 1
 filename1.htm

 EMPRO
GROUP INC.

 21,
Jalan 15/23, Tiong Nam Industry Park

 40200
Shah Alam

 Selangor,
Malaysia

 July
1, 2025

 Via
Edgar

 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. 11 to Registration Statement on Form F-1

 Filed June 4, 2025

 File No. 333-282155

 Dear
Sir / Madam:

 Ladies
and Gentlemen:

 In
accordance with Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended, Empro Group Inc. (the "Company")
hereby requests that the effectiveness of the above-referenced Registration Statement on Form F-1, as amended, be accelerated and that
the Registration Statement become effective at 5:05 p.m., Eastern Time, on Tuesday, July 1, 2025, or as soon thereafter
as practicable.

 The
Company acknowledges that: (1) should the Securities and Exchange Commission (the "Commission") or the staff, acting pursuant
to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the
filing; (2) the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does
not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and (3) the Company
may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any
person under the federal securities laws of the United States.

 If
you have any questions, please do not hesitate to contact Michael T. Campoli of Pryor Cashman LLP, outside counsel to the Company, by
email at mcampoli@pryorcashman.com or by phone at 212-326-0468.

 Very truly yours,

 /s/ Yeoh Chee Wei

 Name:
 Yeoh
Chee Wei

 Title:
 Chief
Executive Officer

 Empro
Group Inc.

 cc
 Michael T. Campoli,
 Esq.

 Pryor Cashman
 LLP

CORRESP
 1
 filename1.htm

 BY
EDGAR

 May
27, 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. 9 to Registration Statement on Form F-1

 Filed
 May 22, 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,
we hereby submit this letter in response to the comments set forth in that certain letter dated May 23, 2025 from the staff (the " Staff ")
of the U.S. Securities and Exchange Commission (the " Commission ") to the Company, relating to Amendment No. 9 to the
Registration Statement on Form F-1 that the Company filed with the Commission on May 22, 2025.

 The
Company is responding to the Staff's comments by submitting this letter, which addresses the Staff's comments, as more fully
set forth below, and by hereby filing Amendment No. 10 to the Registration Statement (" Amendment No. 10 "). For your
convenience, the Staff's comments have been retyped herein in bold.

 Comment
 1
 Report
 of Independent Accountants, page F-2

 We
note that you restated earnings per share in response to comment 1. Please address the following:

 ●
 Appropriately
 label the impacted financial statements as restated.

 ●
 Provide
 the disclosures required by paragraph 49 of IAS 8.

 ●
 Request
 UHY Malaysia PLT to include a paragraph regarding the restatement in its report and to appropriately date its report. See paragraph
 18e of PCAOB Auditing Standard 3101 and Auditing Standard 3110.

 ●
 Ensure
 that the amendment includes an updated consent that refers to the revised audit report.

 Response

 In
response to the comment, we have revised the disclosures contained in Amendment No. 10 to: (A) label the financial statements as restated;
(B) provide the disclosures required by paragraph 49 of IAS 8; (C) include a paragraph regarding the restatement in the audit report;
and (D) change the date of the audit report to May 26, 2025. We also have included as Exhibit 23.1 an updated consent that refers
to the revised audit report.

 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,

 Michael
 T. Campoli

 Michael
 T. Campoli

 Pryor
 Cashman LLP

 cc:
 Yeoh
 Chee Wei

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 May 23, 2025

Yeoh Chee Wei
Chief Executive Officer
Empro Group Inc.
21, Jalan 15/23, Tiong Nam Industry Park, 40200 Shah Alam
Selangor, Malaysia

 Re: Empro Group Inc.
 Amendment No. 9 to Registration Statement on Form F-1
 Filed May 22, 2025
 File No. 333-282155
Dear Yeoh Chee Wei:

 We have reviewed your amended registration statement and have the
following
comment.

 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. Unless
we note
otherwise, any references to prior comments are to comments in our May 19, 2025
letter.

Amendment No. 9 to Registration Statement on Form F-1
Report of Independent Accountants, page F-2

1. We note that you restated earnings per share in response to comment 1.
Please address
 the following:
 Appropriately label the impacted financial statements as restated.
 Provide the disclosures required by paragraph 49 of IAS 8.
 Request UHY Malaysia PLT to include a paragraph regarding the
restatement in
 its report and to appropriately date its report. See paragraph 18e
of PCAOB
 Auditing Standard 3101 and Auditing Standard 3110.
 Ensure that the amendment includes an updated consent that refers to
the revised
 audit report.
 May 23, 2025
Page 2

 Please contact Al Pavot at 202-551-3738 or Jeanne Baker at 202-551-3691
if you
have questions regarding comments on the financial statements and related
matters. Please
contact Robert Augustin at 202-551-8483 or Katherine Bagley at 202-551-2545
with any
other questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Industrial
Applications and
 Services
cc: Michael T. Campoli
</TEXT>
</DOCUMENT>

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

CORRESP
 1
 filename1.htm

 BY
EDGAR

 May
20, 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,
we hereby submit this 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.

 The
Company is responding to the Staff's comments by submitting this letter, which addresses the Staff's comments, as more fully
set forth below, and by filing Amendment No. 8 to the Registration Statement (" Amendment No. 8 "). For your convenience,
the Staff's comments 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 Note 24 of the financial statements that are included in Amendment No. 8 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.

 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. 8, as well as in the table contained in Note 28 of the financial statements included
in Amendment No. 8, to report a measure of profit or loss for Empro Group's two reportable segments.

 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,

 Michael
 T. Campoli

 Michael
 T. Campoli

 Pryor
 Cashman LLP

 cc:
 Yeoh
 Chee Wei

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 May 19, 2025

Yeoh Chee Wei
Chief Executive Officer
Empro Group Inc.
21, Jalan 15/23, Tiong Nam Industry Park, 40200 Shah Alam
Selangor, Malaysia

 Re: Empro Group Inc.
 Amendment No. 7 to Registration Statement on Form F-1
 Filed May 9, 2025
 File No. 333-282155
Dear Yeoh Chee Wei:

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

 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. Unless
we note
otherwise, any references to prior comments are to comments in our April 15,
2025 letter.

Amendment No. 7 to Registration Statement on Form F-1 filed May 9, 2025
Note 24, page F-50

1. 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.
 May 19, 2025
Page 2
Note 28, page F-55

2. 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.

 Please contact Al Pavot at 202-551-3738 or Jeanne Baker at 202-551-3691
if you
have questions regarding comments on the financial statements and related
matters. Please
contact Robert Augustin at 202-551-8483 or Katherine Bagley at 202-551-2545
with any
other questions.

 Sincerely,

 Division of
Corporation Finance
 Office of
Industrial Applications and
 Services
cc: Michael T. Campoli
</TEXT>
</DOCUMENT>

CORRESP
 1
 filename1.htm

 BY
EDGAR

 May
9, 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. 6 to Registration Statement on Form F-1

 Filed
 March 31, 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,
we hereby submit this letter in response to the comments set forth in that certain letter dated April 15, 2025 from the staff (the " Staff ")
of the U.S. Securities and Exchange Commission (the " Commission ") to the Company, relating to Amendment No. 6 to the
Registration Statement on Form F-1 that the Company filed with the Commission on March 31, 2025.

 The
Company is responding to the Staff's comments by submitting this letter, which addresses the Staff's comments, as more fully
set forth below, and by filing Amendment No. 7 to the Registration Statement (" Amendment No. 7 "). For your convenience,
the Staff's comments have been retyped herein in bold.

 Comment
 1
 Operating
 Costs, page 49

 Please
expand your disclosure to fully explain how your 2024 cost of goods sold decreased by 5% even though your total sales increased by 48%.
See the guidance in Item 5 of Form 20-F.

 Response

 In
response to the comment, we have expanded the discussion regarding Operating Costs on page 49 in Amendment No. 7 to add the following
paragraphs:

 "Our
gross profit margin improved significantly in fiscal year 2024, primarily due to a strategic shift in our revenue mix toward higher-margin
products. While total revenue increased by 48.37%, from $3.70 million in fiscal year 2023 to $5.48 million in fiscal year 2024, our cost
of goods sold decreased by 5.28%. This contradiction is primarily the result of a change in product mix, driven by the company's
transition away from the lower-margin health care business segment to the higher-margin cosmetics and skin care business segment.

 In
fiscal year 2023, approximately 89.72% of our revenue was derived from the health care business segment, which largely comprised face
masks, test kits and other products. These products generally have low profit margins due to intense pricing pressure and commoditization
post-pandemic. In contrast, by fiscal year 2024, revenue from the health care segment dropped to 38.79%, while revenue from cosmetics
and skin care rose to 61.21%. Within this segment, our skin care products accounted for approximately $3.02 million, or 55.00% of our
total revenue in fiscal year 2024, compared to only $47,066, or 1.27% of total revenue in fiscal year 2023.

 The
launch of our new skincare product, SpaceLift, which carries a higher gross margin than our legacy health care products, drove the reduction
in cost of goods sold as a percentage of revenue. Approximately 0.19 million units of SpaceLift were sold globally in fiscal year 2024,
contributing 87.75% of total revenue from our cosmetics and skin care segment. This allowed us to generate higher gross profits on a
per-unit basis, while simultaneously reducing our reliance on volume-driven, lower-margin health care products.

 As
a result, although revenue increased year-over-year, the average cost per dollar of revenue decreased due to the growing contribution
from our premium skin care product line. This favorable shift in product mix explains the decline in total cost of goods sold despite
the overall growth in revenue and supports our continued focus on expanding the cosmetics and skin care business segment."

 Comment 2
 Statement of Profit or Loss and Other Comprehensive Income,
Page F-5

 With
reference to the material components of your operating costs identified on page 49, please explain how your presentation of cost of goods
sold includes all costs incurred necessary to generate revenue in the periods presented. Refer to paragraph 103 of IAS 1.

 Response

 In
response to the comment, we have expanded the discussion under the heading "Results of Operations for the Fiscal Years Ended December
31, 2024 and 2023" on page 47 of Amendment No. 7 to add the following paragraph:

 "The
analysis of our results of operations presented below is based on the nature of expense method, in accordance with paragraph 102 of IAS
1. While our audited financial statements present expenses by function (i.e., cost of sales, administrative expenses, etc.) as permitted
under paragraph 99 of IAS 1, all material expenses necessary to generate revenue, including those recognized under cost of goods sold,
have been appropriately included in this analysis. This approach is consistent with our internal management reporting and performance
evaluation."

 Comment 3
 Note 1 – Corporate Information, page F-11

 We
note that on November 4, 2024, Empro Group acquired 100% of EMP Solutions' equity. Please address the following:

 ● In
 light of the November 4, 2024 acquisition date, please provide the financial statements of
 the registrant, Empro Group. See Item 4 of Form F-1. Ensure those financial statements appropriate
 reflect the historical operations of EMP Solutions as required by common control accounting.

 Response

 In
response to this portion of the comment, we have included the financial statements of the registrant, Empro Group, for the year
ended December 31, 2024, in Amendment No. 7. Those financial statements reflect the historical operations of EMP Solutions, a wholly-owned
operating subsidiary of Empro Group.

 ● Your
 disclosure on page 43 indicates that this transaction has been accounted for using merger
 method in accordance with Malaysia accounting practices under IFRS for common control transactions.
 Please expand your disclosures herein and on page 43 to discuss your accounting for this
 acquisition. In this regard, we note that the audit report for EMP Solutions indicates that
 the financial statements have been prepared in accordance with the International Financial
 Reporting Standards issued by the International Accounting Standards Board.

 Response

 In
response to this portion of the comment, we have modified footnote (2) on page 43 of Amendment No. 7 to read as follows:

 "On
November 4, 2024, Empro Group effected a common-control transaction by acquiring 100% of EMP Solution through a share swap. As both entities
were under the common control of Mr. Yeoh Chee Wei prior to the acquisition, the transaction has been accounted for as a common control
transaction. Given the absence of specific guidance under IFRS for such transactions, we applied a merger accounting approach. Under
this approach, the assets and liabilities of EMP Solution were consolidated at their historical carrying amounts without any fair value
adjustments or recognition of goodwill. The difference between the par value of the shares issued by Empro Group and the share capital
of EMP Solution has been recorded within equity as a merger reserve. This treatment reflects the substance of the transaction and is
consistent with the Group's accounting policy for transactions under common control."

 Comment 4
 Note 3, page F-16

 It
appears that the disclosures outlines in paragraphs 22 and 32-34 of IFRS 8 may be required. Please clarify for us how you considered
this guidance.

 Response

 In
response to the comment, we have revised various items throughout the disclosures included in the financial statements included
in Amendment No. 7.

 Comment 5
 Note 24, page F-44

 With
reference to the guidance in paragraph 64 of IAS 33, please address why your EPS data does not give effect to the January 15, 2025 transaction
disclosed on page 8. In this regard, we note that your financial statements were authorized for issue on March 21, 2025. See also SAB
Topic 4:C.

 Response

 On January 15, 2025, Empro Group
issued 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. This transaction occurred after the reporting period ended December 31, 2024 but before the financial statements were authorized
for issue on May 9, 2025.

 In accordance with IAS 33 Earnings per Share, and SAB Topic 4:C, the earnings
per share (EPS) amounts presented for the year ended December 31, 2024 do not reflect the effect of this share issuance, as it did not
represent a bonus issue, stock split, or similar transaction that would require retrospective adjustment.

 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,

 Michael T. Campoli

 Michael T. Campoli

 Pryor Cashman LLP

 cc:
 Yeoh Chee Wei

CORRESP
 1
 filename1.htm

 BY
EDGAR

 April
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. 6 to Registration Statement on Form F-1

 Filed
 March 31, 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,
we hereby submit this letter in response to the comments set forth in that certain letter dated April 15, 2025 from the staff (the " Staff ")
of the U.S. Securities and Exchange Commission (the " Commission ") to the Company, relating to Amendment No. 6 to the
Registration Statement on Form F-1 that the Company filed with the Commission on January 22, 2025.

 The
Company is responding to the Staff's comments by submitting this letter, which addresses the Staff's comments, as more fully
set forth below. For your convenience, the Staff's comments have been retyped herein in bold.

 Comment
 1
 Operating
 Costs, page 49

 Please
expand your disclosure to fully explain how your 2024 cost of goods sold decreased by 5% even though your total sales increased by 48%.
See the guidance in Item 5 of Form 20-F.

 Response

 In
response to the comment, we will expand the discussion regarding Operating Costs on page 49 in an Amendment No. 7 to the Registration
Statement (" Amendment No. 7 ") to add the following paragraphs:

 "Our
gross profit margin improved significantly in fiscal year 2024, primarily due to a strategic shift in our revenue mix toward higher-margin
products. While total revenue increased by 48.37%, from $3.70 million in fiscal year 2023 to $5.48 million in fiscal year 2024, our cost
of goods sold decreased by 5.28%. This contradiction is primarily the result of a change in product mix, driven by the company's
transition away from the lower-margin health care business segment to the higher-margin cosmetics and skin care business segment.

 In
fiscal year 2023, approximately 89.72% of our revenue was derived from the health care business segment, which largely comprised face
masks, test kits and other products. These products generally have low profit margins due to intense pricing pressure and commoditization
post-pandemic. In contrast, by fiscal year 2024, revenue from the health care segment dropped to 38.79%, while revenue from cosmetics
and skin care rose to 61.21%. Within this segment, our skin care products accounted for approximately $3.02 million, or 55.00% of our
total revenue in fiscal year 2024, compared to only $47,066, or 1.27% of total revenue in fiscal year 2023.

 The
launch of our new skincare product, SpaceLift, which carries a higher gross margin than our legacy health care products, drove the reduction
in cost of goods sold as a percentage of revenue. Approximately 0.19 million units of SpaceLift were sold globally in fiscal year 2024,
contributing 87.75% of total revenue from our cosmetics and skin care segment. This allowed us to generate higher gross profits on a
per-unit basis, while simultaneously reducing our reliance on volume-driven, lower-margin health care products.

 As
a result, although revenue increased year-over-year, the average cost per dollar of revenue decreased due to the growing contribution
from our premium skin care product line. This favorable shift in product mix explains the decline in total cost of goods sold despite
the overall growth in revenue and supports our continued focus on expanding the cosmetics and skin care business segment."

 Comment
 2
 Statement
 of Profit or Loss and Other Comprehensive Income, Page F-5

 With
reference to the material components of your operating costs identified on page 49, please explain how your presentation of cost of goods
sold includes all costs incurred necessary to generate revenue in the periods presented. Refer to paragraph 103 of IAS 1.

 Response

 In
response to the comment, we will expand the discussion under the heading "Results of Operations for the Fiscal Years Ended December
31, 2024 and 2023" on page 47 of Amendment No. 7 to add the following paragraph:

 "The
analysis of our results of operations presented below is based on the nature of expense method, in accordance with paragraph 102 of IAS
1. While our audited financial statements present expenses by function (i.e., cost of sales, administrative expenses, etc.) as permitted
under paragraph 99 of IAS 1, all material expenses necessary to generate revenue, including those recognized under cost of goods sold,
have been appropriately included in this analysis. This approach is consistent with our internal management reporting and performance
evaluation."

 Comment
 3
 Note
 1 – Corporate Information, page F-11

 We
note that on November 4, 2024, Empro Group acquired 100% of EMP Solutions' equity. Please address the following:

 ●
 In
 light of the November 4, 2024 acquisition date, please provide the financial statements of the registrant, Empro Group. See Item
 4 of Form F-1. Ensure those financial statements appropriate reflect the historical operations of EMP Solutions as required by common
 control accounting.

 Response

 We
respectfully acknowledge the Staff's comment and respectfully submit that Empro Group qualified as a "business combination
related shell company" until November 4, 2024, when the stockholders of EMP Solution became the 100% stockholders of Empro Group
in accordance with the restructuring transaction described in the registration statement. Pursuant to Section 1160 of the Commission's
"Division of Corporate Finance Financial Reporting Manual," if the registrant is a "business combination related shell
company" the registrant's financial statements may be omitted. A "shell company" is defined in Rule 405 under
the Securities Act of 1933, as amended, (the " Securities Act "), as a registrant, other than an asset-backed issuer
as defined in Item 1101(b) of Regulation AB, that has (a) no or nominal operations; and (b) either (i) no or nominal assets, (ii) assets
consisting solely of cash and cash equivalents, or (iii) assets consisting of any amount of cash and cash equivalents and nominal other
assets. Empro Group had no operations or assets prior to the date of the restructuring described in the registration statement and has
engaged solely in activities in contemplation of the initial public offering described in the registration statement.

 A
"business combination related shell company" is defined in Rule 405 of the Securities Act as a shell company that is (a)
formed by an entity that is not a shell company solely for the purpose of changing the corporate domicile of that entity solely within
the United States or (b) formed by an entity that is not a shell company solely for the purpose of completing a business combination
transaction (as defined in Rule 165(f) under the Securities Act) among one or more entities other than the shell company, none of which
is a shell company.

 Empro
Group had no operations or assets prior to the date of the reorganization described in the registration statement, and was formed by
EMP Solution for the sole purpose of restructuring EMP Solution from a Malaysian entity to a Cayman entity. Accordingly, Empro Group
respectfully submits that it is not required to include stand-alone financial statements in the registration statement. Going forward,
following the initial public offering described in the registration statement, Empro Group will include the financial statements of Empro
Group in its periodic reports and other filings as required by applicable law and the rules and regulations of the Commission.

 ●
 Your
 disclosure on page 43 indicates that this transaction has been accounted for using merger method in accordance with Malaysia accounting
 practices under IFRS for common control transactions. Please expand your disclosures herein and on page 43 to discuss your accounting
 for this acquisition. In this regard, we note that the audit report for EMP Solutions indicates that the financial statements have
 been prepared in accordance with the International Financial Reporting Standards issued by the International Accounting Standards
 Board.

 Response

 In
response to this portion of the comment, we will modify footnote (2) on page 43 of Amendment No. 7 to read as follows:

 "On
November 4, 2024, Empro Group effected a common-control transaction by acquiring 100% of EMP Solution through a share swap. As both entities
were under the common control of Mr. Yeoh Chee Wei prior to the acquisition, the transaction has been accounted for as a common control
transaction. Given the absence of specific guidance under IFRS for such transactions, we applied a merger accounting approach. Under
this approach, the assets and liabilities of EMP Solution were consolidated at their historical carrying amounts without any fair value
adjustments or recognition of goodwill. The difference between the par value of the shares issued by Empro Group and the share capital
of EMP Solution has been recorded within equity as a merger reserve. This treatment reflects the substance of the transaction and is
consistent with the Group's accounting policy for transactions under common control."

 Comment
 4
 Note
 3, page F-16

 It
appears that the disclosures outlines in paragraphs 22 and 32-34 of IFRS 8 may be required. Please clarify for us how you considered
this guidance.

 Response

 In
response to the comment, we will revise the disclosure included in the financial statements included in Amendment No. 7 on pages F-26,
F-42 and F-50 – F-52.

 Comment
 5
 Note
 24, page F-44

 With
reference to the guidance in paragraph 64 of IAS 33, please address why your EPS data does not give effect to the January 15, 2025 transaction
disclosed on page 8. In this regard, we note that your financial statements were authorized for issue on March 21, 2025. See also SAB
Topic 4:C.

 Response

 We
respectfully acknowledge the Staff's comment and respectfully advise the Staff that the earnings per share ("EPS")
data that will be presented in Amendment No. 7 will reflect the results of operations and financial position of EMP Solutions Sdn. Bhd.
Accordingly, the EPS information that will be disclosed in Note 24 of Amendment No. 7 will be calculated based on the financial data
at the EMP Solutions level.

 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,

 Michael
 T. Campoli

 Michael
 T. Campoli

 Pryor
 Cashman LLP

 cc:
 Yeoh
 Chee Wei

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 April 15, 2025

Yeoh Chee Wei
Chief Executive Officer
Empro Group Inc.
21, Jalan 15/23, Tiong Nam Industry Park, 40200 Shah Alam
Selangor, Malaysia

 Re: Empro Group Inc.
 Amendment No. 5 to Registration Statement on Form F-1
 Filed March 31, 2025
 File No. 333-282155
Dear Yeoh Chee Wei:

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

 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. Unless
we note
otherwise, any references to prior comments are to comments in our February 11,
2025 letter.

Amendment No. 5 to Registration Statement on Form F-1 filed March 31, 2025
Operating Costs, page 49

1. Please expand your disclosure to fully explain how your 2024 cost of
goods sold
 decreased by 5% even though your total sales increased by 48%. See the
guidance in
 Item 5 of Form 20-F.
Statement of Profit or Loss and Other Comprehensive Income, page F-5

2. With reference to the material components of your operating costs
identified on page
 49, please explain how your presentation of cost of goods sold includes
all costs
 incurred necessary to generate revenue in the periods presented. Refer
to
 paragraph 103 of IAS 1.
 April 15, 2025
Page 2

Note 1 - Corporate Information, page F-11

3. We note that on November 4, 2024, Empro Group acquired 100% of EMP
Solutions'
 equity. Please address the following:
 In light of the November 4, 2024 acquisition date, please provide
the financial
 statements of the registrant, Empro Group. See Item 4. of Form F-1.
Ensure those
 financial statements appropriately reflect the historical operations
of EMP
 Solutions as required by common control accounting.
 Your disclosure on page 43 indicates that this transaction has been
accounted for
 using a merger method in accordance with Malaysia accounting
practices under
 IFRS for common control transactions. Please expand your disclosures
herein an
 on page 43 to discuss your accounting for this acquisition. In this
regard, we note
 that the audit report for EMP Solutions indicates that the financial
statements have
 been prepared in accordance with International Financial Reporting
Standards
 issued by the International Accounting Standards Board.
Note 3, page F-16

4. It appears that the disclosures outlined in paragraphs 22 and 32-34 of
IFRS 8 may be
 required. Please clarify for us how you considered this guidance.
Note 24, page F-44

5. With reference to the guidance in paragraph 64 of IAS 33, please address
why your
 EPS data does not give effect to the January 15, 2025 transaction
disclosed on page 8.
 In this regard, we note that your financial statements were authorised
for issue on
 March 21, 2025. See also SAB Topic 4:C.
 Please contact Al Pavot at 202-551-3738 or Jeanne Baker at 202-551-3691
if you
have questions regarding comments on the financial statements and related
matters. Please
contact Robert Augustin at 202-551-8483 or Katherine Bagley at 202-551-2545
with any
other questions.

 Sincerely,

 Division of
Corporation Finance
 Office of
Industrial Applications and
 Services
cc: Michael T. Campoli
</TEXT>
</DOCUMENT>

CORRESP
1
filename1.htm

BY
EDGAR

February
7, 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. 4 to Registration Statement on Form
    F-1

    Filed January 22, 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,
we hereby submit this letter in response to the comments set forth in that certain letter dated February 3, 2025 from the staff (the
“Staff”) of the U.S. Securities and Exchange Commission (the “Commission”) to the Company, relating
to Amendment No. 4 to the Registration Statement on Form F-1 that the Company filed with the Commission on January 22, 2025.

The
Company is responding to the Staff’s comments by filing Amendment No. 5 to the Registration Statement (“Amendment No.
5”) that addresses the Staff’s comments, as more fully set forth below. For your convenience, the Staff’s comments
have been retyped herein in bold.

    Comment
    1
    Financial Statements,
    page F-1

We
note the audited financial statements of EMP Solution Sdn. Bhd. are older than 12 months. Please update your financial statements and
related disclosures pursuant to Item 4.a of Form F-1 and Item 8.A.4 of Form 20-F or, if applicable, provide the appropriate representations
required by Instruction 2 to Item 8.A.4 of Form 20-F in an exhibit to the filing.

Response

In
response to the comment, we are filing as Exhibit 99.9 to Amendment No. 5 a letter from the Company that contains the representations
required by Instruction 2 to Item 8.A.4 of Form 20-F.

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,

    Michael T. Campoli

    Michael T. Campoli

    Pryor Cashman LLP

    cc:
    Yeoh Chee Wei

February 3, 2025
Yeoh Chee Wei
Chief Executive Officer
Empro Group Inc.
21, Jalan 15/23, Tiong Nam Industry Park, 40200 Shah Alam
Selangor, Malaysia
Re:Empro Group Inc.
Amendment No. 4 to Registration Statement on Form F-1
Filed January 22, 2025
File No. 333-282155
Dear Yeoh Chee Wei:
            We have reviewed your amended 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. Unless we note
otherwise, any references to prior comments are to comments in our December 23, 2024
letter.
Amendment No. 4 to Registration Statement on Form F-1 filed January 22, 2025
Financial Statements, page F-1
1.We note the audited financial statements of EMP Solution Sdn. Bhd. are older than 12
months. Please update your financial statements and related disclosures pursuant to
Item 4.a. of Form F-1 and Item 8.A.4 of Form 20-F or, if applicable, provide the
appropriate representations required by Instruction 2 to Item 8.A.4 of Form 20-F in an
exhibit to the filing.

February 3, 2025
Page 2
            Please contact Al Pavot at 202-551-3738 or Jeanne Baker at 202-551-3691 if you
have questions regarding comments on the financial statements and related matters. Please
contact Robert Augustin at 202-551-8483 or Katherine Bagley at 202-551-2545 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services
cc:Michael T. Campoli

CORRESP
1
filename1.htm

 PRYOR
CASHMAN LLP

 7
Times Square

 New
York, N.Y. 10036

BY
EDGAR

January
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. 3 to Registration Statement on Form F-1

    Filed
    December 10, 2024

    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,
we hereby submit this letter in response to the comments set forth in that certain letter dated December 23, 2024 from the staff (the
“Staff”) of the U.S. Securities and Exchange Commission (the “Commission”) to the Company, relating
to Amendment No. 3 to the Registration Statement on Form F-1 that the Company filed with the Commission on December 10, 2024 (“Amendment
No. 3”).

The
Company is responding to the Staff’s comments by filing Amendment No. 4 to the Registration Statement (“Amendment No.
4”) that addresses the Staff’s comments, as more fully set forth below, and also provides further information about the
terms of the company’s initial public offering. For your convenience, the Staff’s comments have been retyped herein in bold.

    Comment
    1
    Business,
    Properties and Facilities, page 75

We
note your disclosure that the lease for your retail outlet in the Megamall Southkey in Johor Bahru, Malaysia expired in November 2024.
Please revise your disclosure to describe the impact on your business and operations from the expiration of this lease, if material,
and any related risks to investors.

Response

In
response to the comment, we have revised the disclosure under the heading “Marketing Strategy – Retail Stores” on page
64 of the prospectus contained in Amendment No. 4 and the disclosure under the heading “Our Growth Strategies” on page 69
of the prospectus contained in Amendment No. 4 to note the closure of the retail outlet in the Megamall Southkey in Johor Bahru, Malaysia
following the expiration of the lease in November 2024, to state that the Company does not anticipate that the closure of this retail
outlet will have an impact on its business and operations, and to reiterate that the Company has no present intentions to expand the
number of its retail outlets in the near term.

  Comment
  2
  Management, Employment
Agreements and Indemnification Agreements, page 81

We
note your revised disclosure that “[you] will enter into agreements with each of [y]our executive officers . . .” Please
revise to describe the material terms of these agreements, including but not limited to any termination provisions, and confirm that
you will file such agreements as exhibits to your registration statement. Refer to Item 601(b)(10)(iii)(A) of Regulation S-K.”

Response

In
response to the comment, we have revised the heading to this section in Amendment No. 4 to read “Agreements with Executive Officers
and Directors”. As revised, the heading no longer indicates that the Company will enter into employment agreements with its executive
officers. As noted in the revised section, the Company plans to enter into agreements with its executive officers containing standard
confidentiality obligations, and it also plans to enter into indemnification agreements with its directors and officers. The form of
confidentiality agreement is being filed as Exhibit 10.15 to Amendment No. 4 and the form of indemnification agreement was previously
filed as Exhibit 10.7 to the Registration Statement.

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

December 23, 2024
Yeoh Chee Wei
Chief Executive Officer
Empro Group Inc.
21, Jalan 15/23, Tiong Nam Industry Park, 40200 Shah Alam
Selangor, Malaysia
Re:Empro Group Inc.
Amendment No. 3 to Registration Statement on Form F-1
Filed December 10, 2024
File No. 333-282155
Dear Yeoh Chee Wei:
            We have reviewed your amended registration statement and have the following
comments.
            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. Unless we note
otherwise, any references to prior comments are to comments in our November 27,
2024 letter.
Amendment No. 3 to Registration Statement on Form F-1 filed December 10, 2024
Business
Properties and Facilities, page 75
1.We note your disclosure that the lease for your retail outlet in the Megamall Southkey
in Johor Bahru, Malaysia expired in November 2024. Please revise your disclosure to
describe the impact on your business and operations from the expiration of this lease,
if material, and any related risks to investors.

December 23, 2024
Page 2
Management
Employment Agreements and Indemnification Agreements, page 81
2.We note your revised disclosure that "[you] will enter into agreements with each of
[y]our executive officers..." Please revise to describe the material terms of these
agreements, including but not limited to any termination provisions, and confirm that
you will file such agreements as exhibits to your registration statement. Refer to
Item 601(b)(10)(iii)(A) of Regulation S-K.
            Please contact Al Pavot at 202-551-3738 or Jeanne Baker at 202-551-3691 if you
have questions regarding comments on the financial statements and related matters. Please
contact Robert Augustin at 202-551-8483 or Katherine Bagley at 202-551-2545 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services
cc:Michael T. Campoli

CORRESP
1
filename1.htm

EMPRO
GROUP INC.

21,
Jalan 15/23, Tiong Nam Industry Park

40200
Shah Alam

Selangor,
Malaysia

BY
EDGAR

December
10, 2024

    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. 2 to Registration Statement on Form F-1

    Filed
    November 15, 2024

    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,
we hereby submit this letter in response to the comments set forth in that certain letter dated November 27, 2024 from the staff (the
“Staff”) of the U.S. Securities and Exchange Commission (the “Commission”) to the Company, relating
to Amendment No. 2 to the Registration Statement on Form F-1 that the Company filed with the Commission on November 15, 2024.

The
Company is responding to the Staff’s comments by filing Amendment No. 3 to the Registration Statement (“Amendment No.
3”) that addresses the Staff’s comments, as more fully set forth below. For your convenience, the Staff’s comments
have been retyped herein in bold.

    Comment
    1
    Corporate
    History and Structure, page 45

We
note your revised disclosure on page 45 that “[o]n November 4, 2024, Empro Group acquired 100% of the equity interests in EMP Solution
from its shareholders by issuing Ordinary Shares to such shareholders on a 1-for-1 basis.” We also note your prior response in
your letter dated June 4, 2024 that, once you complete all steps necessary to effect the reorganization, “We will describe in the
prospectus the material provisions of the agreements that are entered into in connection with the reorganization, and file such agreements
as exhibits to the Registration Statement as applicable.” Please revise your disclosure to describe the material provisions of
any agreements you entered into in connection with the reorganization, and file these agreements as exhibits or provide your analysis
as to why you believe the agreements are note required to be filed. Refer to Items 601(b)(2) and (10) of Regulation S-K.

Response

The
reorganization of EMP Solution, as a result of which the holders of all of the issued and outstanding ordinary shares of EMP Solution
exchanged their shares of EMP Solution for an equal number of ordinary shares of Empro Group, and Empro Group became the holder of all
of the issued and outstanding ordinary shares of EMP Solution, was effected pursuant to a Share Swap Agreement dated November 4, 2024
between Empro Group, on the one hand, and the holders of all of the issued and outstanding ordinary shares of EMP Solution, on the other
hand. The Share Swap Agreement is filed as Exhibit 10.14 to the registration statement. In response to the comment, we have revised the
disclosure regarding the Share Swap Agreement and the transactions that were effected thereby, which appears on pages 45 and 100 of the
prospectus included in Amendment No. 3 and in Part II, Item 7 of Amendment No. 3 (page II-1), to read as follows:

“On
November 4, 2024, Empro Group, on the one hand, and the holders of all of the issued and outstanding ordinary shares of EMP Solution,
on the other hand, entered into a Share Swap Agreement, a copy of which is filed as Exhibit 10.14 to the registration statement of which
this prospectus forms a part. Pursuant to the Share Swap Agreement, the shareholders of EMP Solution exchanged all 1,500,000 of the issued
and outstanding shares of EMP Solution for newly-issued Ordinary Shares of Empro Group on a 1-for-1 basis. As a result of the transactions
effected pursuant to the Share Swap Agreement, Empro Group became the ultimate holding company of EMP Solution, with Empro Group holding
all 1,500,000 of the issued and outstanding shares of EMP Solution. Neither Empro Group nor the shareholders of EMP Solution entered
into any agreements relating to the exchange of the ordinary shares of EMP Solution for Ordinary Shares of Empro Group other than the
Share Swap Agreement.”

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

November 27, 2024
Yeoh Chee Wei
Chief Executive Officer
Empro Group Inc.
21, Jalan 15/23, Tiong Nam Industry Park, 40200 Shah Alam
Selangor, Malaysia
Re:Empro Group Inc.
Amendment No. 2 to Registration Statement on Form F-1
Filed November 15, 2024
File No. 333-282155
Dear Yeoh Chee Wei:
            We have reviewed your amended registration statement and have the following
comment.
            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. Unless we note
otherwise, any references to prior comments are to comments in our November 4, 2024 letter.
Amendment No. 2 to Registration Statement on Form F-1
Corporate History and Structure, page 45
We note your revised disclosure on page 45 that "[o]n November 4, 2024, Empro
Group acquired 100% of the equity interests in EMP Solution from its shareholders by
issuing Ordinary Shares to such shareholders on a 1-for-1 basis." We also note your
prior response in your letter dated June 4, 2024 that, once you complete all steps
necessary to effect the reorganization, "We will describe in the prospectus the material
provisions of the agreements that are entered into in connection with the
reorganization, and file such agreements as exhibits to the Registration Statement as
applicable." Please revise your disclosure to describe the material provisions of any
agreements entered into in connection with the reorganization, and file these
agreements as exhibits or provide your analysis as to why you believe the agreements 1.

November 27, 2024
Page 2
are not required to be filed. Refer to Items 601(b)(2) and (10) of Regulation S-K.
            Please contact Al Pavot at 202-551-3738 or Jeanne Baker at 202-551-3691 if you
have questions regarding comments on the financial statements and related matters. Please
contact Robert Augustin at 202-551-8483 or Katherine Bagley at 202-551-2545 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services
cc:Michael T. Campoli

CORRESP
1
filename1.htm

EMPRO
GROUP INC.

21,
Jalan 15/23, Tiong Nam Industry Park

40200
Shah Alam

Selangor,
Malaysia

BY
EDGAR

November
15, 2024

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. 1 to Registration Statement on Form F-1

    Filed
    October 16, 2024

    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,
we hereby submit this letter in response to the comments set forth in that certain letter dated November 4, 2024 from the staff (the
“Staff”) of the U.S. Securities and Exchange Commission (the “Commission”) to the Company, relating
to Amendment No. 1 to the Registration Statement on Form F-1 that the Company filed with the Commission on October 16, 2024 (“Amendment
No. 1”).

The
Company is responding to the Staff’s comments by filing Amendment No. 2 to the Registration Statement (“Amendment No.
2”) that addresses the Staff’s comments, as more fully set forth below. For your convenience, the Staff’s comments
have been retyped herein in bold.

    Comment
    1
    Business
    – Relationships with Partners, Regulators, and Government, page 66

We
note your revised disclosure on page 46 that “[f]or the fiscal period ended June 30, 2024, . . . revenue derived from cosmetic
and skincare accounted for approximately 41.62,” compared to your fiscal years ended December 31, 2023 and 2022 where “[r]evenue
derived from cosmetic and skincare accounted for approximately 10% and 3% of our total revenue for those fiscal years, respectively.”
We also note your response to prior comment 2 in our letter dated August 22, 2024, including that “[w]hile the Company believes
that additional sales and revenues will be generated through these distribution agreements as the commercial rollout of SpaceLift continues,
and that such sales and revenues, whether with respect to these agreements in aggregate or with respect to any particular agreement individually,
will reach a meaningful level, it does not believe that any of these five distribution agreements, on an individual basis, currently
constitutes a material agreement for the Company. When and if any of these distribution agreements does constitute a material agreement
after the closing of this offering, the Company will file such agreement(s) as an exhibit to its applicable Securities Exchange Act reports,
as required by law and SEC regulations.” Please file your distribution agreements as exhibits to the registration statement or
provide a detailed legal analysis describing why you do not believe you are required to do so. Refer to Item 601(b)(10) of Regulation
S-K.

Response

In
response to the comment, we have added the Agreement for Supply of Goods effective April 1, 2024 between EMP Solution Sdn Bhd and Hong
Kong Sa Sa (M) Sdn Bhd and the Agreement for Supply of Goods effective May 16, 2024 between EMP Solution Sdn Bhd and Sa Sa Cosmetic Company
Limited as Exhibits 10.12 and 10.13 to Amendment No. 2. Revenue generated during the six month period ended June 30, 2024 from these
two agreements was approximately MYR 367,007 ($82,706) and MYR 805,350 ($181,487), respectively, with such revenue continuing into the
third and fourth fiscal quarters of 2024.

However,
we are not filing either (A) the Exclusive Distributor Agreement dated December 25, 2023 with Pro Tek AS, (B) the Exclusive Distributor
Agreement dated December 25, 2023 with Sash Trade or (C) the Exclusive Distributor Agreement dated December 25, 2023 with Aerofit Multiplus
Pte Ltd due to the fact that we have determined that such agreements are not material for the Company at this time. Specifically, there
were no revenues during the six month period ended June 30, 2024 under the agreement with Pro Tek due to the fact that the Company is
currently updating the product labeling to ensure compliance with applicable regulations, there were no revenues during the six month
period ended June 30, 2024 under the agreement with Sash Trade due to the fact that the product registration process is continuing in
India, and revenues during the six month period ended June 30, 2024 under the agreement with Aerofit Multiplus were only approximately
MYR 1,777.50 ($400). When and if any of the distributor agreements between EMP Solution and Pro Tek AS, Sash Trade or Aerofit Multiplus
Pte Ltd constitutes a material agreement after the closing of this offering, the Company will file such agreement(s) as an exhibit to
its applicable Securities Exchange Act reports, as required by law and SEC regulations, including Item 601(b)(10) of Reg. S-K.

For
purposes of the above calculations, we have used a USD:MYR exchange rate of 1:4.4375 as of November 13, 2024.

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

November 4, 2024
Yeoh Chee Wei
Chief Executive Officer
Empro Group Inc.
21, Jalan 15/23, Tiong Nam Industry Park, 40200 Shah Alam
Selangor, Malaysia
Re:Empro Group Inc.
Amendment No. 1 to Registration Statement on Form F-1
Filed October 16, 2024
File No. 333-282155
Dear Yeoh Chee Wei:
            We have reviewed your amended registration statement and have the following
comment.
            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. Unless we note
otherwise, any references to prior comments are to comments in our October 1, 2024 letter.
Amendment No. 1 to Registration Statement on Form F-1
Business
Relationships with Partners, Regulators, and Government, page 66
We note your revised disclosure on page 46 that "[f]or the fiscal period ended June 30,
2024, . . . revenue derived from cosmetic and skincare accounted for approximately
41.62%," compared to your fiscal years ended December 31, 2023 and 2022 where
"[r]evenue derived from cosmetic and skincare accounted for approximately 10% and
3% of our total revenue for those fiscal years, respectively." We also note your
response to prior comment 2 in our letter dated August 22, 2024, including that
"[w]hile the Company believes that additional sales and revenues will be generated
through these distribution agreements as the commercial rollout of SpaceLift
continues, and that such sales and revenues, whether with respect to these agreements 1.

November 4, 2024
Page 2
in aggregate or with respect to any particular agreement individually, will reach a
meaningful level, it does not believe that any of these five distribution agreements, on
an individual basis, currently constitutes a material agreement for the Company.
When and if any of these distribution agreements does constitute a material agreement
after the closing of this offering, the Company will file such agreement(s) as an
exhibit to its applicable Securities Exchange Act reports, as required by law and SEC
regulations." Please file your distribution agreements as exhibits to the registration
statement or provide a detailed legal analysis describing why you do not believe you
are required to do so. Refer to Item 601(b)(10) of Regulation S-K.
            Please contact Al Pavot at 202-551-3738 or Jeanne Baker at 202-551-3691 if you
have questions regarding comments on the financial statements and related matters. Please
contact Robert Augustin at 202-551-8483 or Katherine Bagley at 202-551-2545 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services
cc:Michael T. Campoli

CORRESP
1
filename1.htm

EMPRO
GROUP INC.

21,
Jalan 15/23, Tiong Nam Industry Park

40200
Shah Alam

Selangor,
Malaysia

BY
EDGAR

October
16, 2024

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.

    Registration
    Statement on Form F-1

    Filed
    September 16, 2024

    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,
we hereby submit this letter in response to the comments set forth in that certain letter dated October 1, 2024 from the staff (the “Staff”)
of the U.S. Securities and Exchange Commission (the “Commission”) to the Company, relating to the Registration Statement
on Form F-1 that the Company filed with the Commission on September 16, 2024 (the “Registration Statement”).

The
Company is responding to the Staff’s comments by filing Amendment No. 1 to the Registration Statement (“Amendment No.
1”) that addresses the Staff’s comments, as more fully set forth below. For your convenience, the Staff’s comments
have been retyped herein in bold.

    Comment
    1
    Exhibit
    23.1, page 1

Please
include a currently dated consent in your next filing.

Response

In
response to the comment, we have included a currently dated consent from UHY as Exhibit 23.1 to Amendment No. 1.

    Comment
    2
    Liquidity
    and Capital Resources, page 50

We
note your response to prior comment 8. The tabular presentation on page 52 that sets forth a summary of your cash flows and the subsequent
discussion of such cash flows do not appear to have been revised to reflect the changes made to your statements of cash flow related
to the reclassification of the advances to related parties from operating activities to investing activities. Please revise accordingly.

Response

In
response to the comment, we have revised the tabular presentation on page 52 of Amendment No. 1 to reflect the changes made to
the statements of cash flow related to the reclassification of the advances to related parties from operating activities to investing
activities.

    Comment
    3
    Quality
    Control, page 71

We
note your revised disclosure in response to comment 3. Please revise your disclosure to further clarify the category of registration
you will seek for each of your products, and provide support for your disclosure discussing the estimated timeline for approval of each
product, given that you are still in the process of selecting the appropriate person or organization to assist you in the regulatory
approval process.

Response

As
noted in the disclosures set forth in the “Business – Our Business Divisions – Quality Control” section contained
in the Registration Statement, the Company plans to apply for approval by the United States Food & Drug Administration for its medical
face mask products and for its SpaceLift skincare product. It plans to apply for approval of its medical face mask products as personal
protective equipment and as Class I Medical Devices, and it plans to apply for approval of its SpaceLift skincare product under Category
14(C) of the FDA Cosmetic Product Categories and Codes, which covers “Skin care preparations (creams, lotions, powders and sprays)
(Body and hand (excluding shaving preparations)).” The Company estimates that the approval process for its medical facemask products
will take approximately 90 days and that the approval process for its SpaceLift product will take approximately one month. Given that
the Company is now in the advanced stages of the process of evaluating and selecting the appropriate person or organization to assist
it in navigating the regulatory approval process, it is targeting commercial launch of the aforementioned products in the United States
late in the first quarter or early in the second quarter of 2025.

In
response to the comment, we have revised the disclosure to note that the Company is now “in the advanced stages” of the process
of evaluating and selecting the appropriate person or organization to assist it in navigating the regulatory approval process, and to
note that the Company’s timetable for commercial launch is currently “late in the first quarter or early in the second quarter
of 2025” rather than “the first quarter of 2025.” We have also revised the disclosure to note that the Company’s
estimated timeline for approval of each product is based upon its understanding of the action items necessary to obtain approval and
guidance provided by the FDA, and have included references to certain sources that the Company has consulted in this regard.

    Comment
    4
    Trademark
    and Intellectual Property, page 72

We
note your revised disclosure that three of your five patent applications have resulted in registered patents. Please revise you table
to indicate which of the five patent applications have resulted in registered patents and which are pending applications. Please also
disclose the relevant expiration dates.

Response

In
response to the comment, we have revised the patent table that appears on page 73 of Amendment No. 1 to indicate which of the five patent
applications have resulted in registered patents (i.e., patent no. 1 for Malaysia, patent no. 2 for Australia and patent #3 for the European
Union), and have added a column to the table to disclose the expiration dates for those patents (i.e., July 6, 2041 for patent no. 1,
December 15, 2041 for patent no. 2 and December 21, 2041for patent no. 3).

  Comment 5
  General

Please
refile exhibits 10.8, 10.9, 10.10, and 10.11 in text-searchable format, and ensure that all of your exhibits are filed in this format.
See Item 301 of Regulation S-T.

In
response to the comment, we have refiled exhibits 10.8, 10.9, 10.10 and 10.11 in text-searchable format, and also have filed as new exhibits
to Amendment No. 1 exhibits 10.3, 10.4, 10.5, 10.6 and 10.7, also in text-searchable format.

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

October 1, 2024
Yeoh Chee Wei
Chief Executive Officer
Empro Group Inc.
21, Jalan 15/23, Tiong Nam Industry Park, 40200 Shah Alam
Selangor, Malaysia
Re:Empro Group Inc.
Registration Statement on Form F-1
Filed September 16, 2024
File No. 333-282155
Dear Yeoh Chee Wei:
            We have reviewed your amended registration statement and have the following
comments.
            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. Unless we note otherwise,
any references to prior comments are to comments in our August 22, 2024 letter.
Registration Statement on Form F-1 filed September 16, 2024
Exhibit 23.1, page 1
1.Please include a currently dated consent in your next filing.
Liquidity and Capital Resources, page 50
2.We note your response to prior comment 8. The tabular presentation on page 52 that sets
forth a summary of your cash flows and the subsequent discussion of such cash flows do
not appear to have been revised to reflect the changes made to your statements of cash
flow related to the reclassification of the advances to related parties from operating
activities to investing activities. Please revise accordingly.
Quality Control, page 71
We note your revised disclosure in response to comment 3. Please revise your disclosure 3.

October 1, 2024
Page 2
to further to clarify the category of registration you will seek for each of your products,
and provide support for your disclosure discussing the estimated timeline for approval of
each product, given that you are still in the process of selecting the appropriate person or
organization to assist you in the regulatory approval process.
Trademark and Intellectual Property, page 72
4.We note your revised disclosure that three of your five patent applications have resulted in
registered patents. Please revise your table to indicate which of the five patent
applications have resulted in registered patents and which are pending applications. Please
also disclose the relevant expiration dates.
General
5.Please refile exhibits 10.8, 10.9, 10.10, and 10.11 in text-searchable format, and ensure
that all of your exhibits are filed in this format. See Item 301 of Regulation S-T.
            Please contact Al Pavot at 202-551-3738 or Jeanne Baker at 202-551-3691 if you have
questions regarding comments on the financial statements and related matters. Please contact
Robert Augustin at 202-551-8483 or Katherine Bagley at 202-551-2545 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services
cc:Michael T. Campoli

CORRESP
1
filename1.htm

BY
EDGAR

September
16, 2024

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. 2 to Draft

    Registration
    Statement on Form F-1

    Submitted
    August 5, 2024

    CIK
    No. 0002005569

Dear
Sir / Madam:

On
behalf of our client, Empro Group, Inc. (the “Company”), a Cayman Islands exempted company with limited liability,
we hereby submit this letter in response to the comments set forth in that certain letter dated August 22, 2024 from the staff (the “Staff”)
of the U.S. Securities and Exchange Commission (the “Commission”) to the Company, relating to Amendment No. 2 to the
Draft Registration Statement on Form F-1 that the Company submitted to the Commission on August 5, 2024 (the “Draft Registration
Statement”).

The
Company is responding to the Staff’s comments by filing a Registration Statement on Form F-1 (the “Registration Statement”)
that addresses the Staff’s comments, as more fully set forth below. For your convenience, the Staff’s comments have been
retyped herein in bold.

  Comment 1
  Liquidity, page 50

We
have read your response to prior comment 8 and reissue in part. Please update the disclosure to quantify the amount of your December
31, 2023 accounts receivable that have been subsequently collected as of the date of this prospectus.

Response

In
response to the comment, we have revised the “Management’s Discussion and Analysis of Financial Condition and Results of
Operations – Liquidity and Capital Resources” section contained in the Registration Statement, beginning on page 50 of the
prospectus, to quantify the amount of December 31, 2023 and 2022 trade payables that have been subsequently collected as of the date
of the prospectus.

    Comment
    2
    Relationships
    with Partners, Regulators, and Government, page 65

We
note your response to prior comment 11, including your revised disclosure that “in general,” the relevant distributors are
compensated by retaining the amount by which the price paid by its customers to purchase the products exceeds the amount that the distributor
pays to acquire the products. Please clarify whether, pursuant to any of the specific agreements, there are any other fees or compensation
paid to the distributors. We also note your response that the Company does not believe that the distribution agreements constitute material
agreements under Item 601(b)(10). Please provide a more detailed legal analysis describing why you do not believe these agreements are
material, or file such agreements as exhibits to the registration statement. As a related matter, please file the loan agreements contained
in the table on page 53 or tell us why you believe you are not required to do so. Refer to Item 601(b)(10) of Regulation S-K.

Response

In
response to the comment, we have revised the “Relationships with Partners, Regulators and Government” section contained in
the Registration Statement, beginning on page 65 of the prospectus, to remove the words “in general” from the description
of the compensation paid to the distributors named in that section, as there are no other fees or compensation paid to such distributors
pursuant to the agreements described in that section.

Also,
regarding the filing of the distribution agreements listed in this section as material contracts under Item 601(b)(10), please note that
we are planning to file as exhibits to the Registration Statement the Agreement for Supply of Goods effective July 1, 2023 with Hong
Kong Sa Sa Sdn Bhd (which involves the distribution of products in both the healthcare and cosmetics segment), the Trading Term Agreement
dated January 2020 with Watsons Personal Care Stores, the Trading Terms Agreement dated September 2023 with Watsons Personal Care Stores
and the Trading Terms Agreement dated January 2024 with Watsons Personal Care Stores, with such agreements constituting exhibits 10.3,
10.4, 10.5 and 10.6 to the Registration Statement. However, the Company does not believe that the April 2024 Trading Term Agreement with
Sa Sa, the December 2023 Exclusive Distributor Agreement with Pro Tek AS, the December 2023 Exclusive Distributor Agreement
with Sash Trade, the December 2023 Exclusive Distributor Agreement with Aerofit Multiplus and the May 2024 Agreement for Supply
of Goods with Sa Sa Cosmetic Company Limited currently constitute material agreements under Item 601(b)(10) of Regulation
S-K, and thus that such agreements are required to be filed as exhibits to the Registration Statement. All five of these distribution
agreements have been signed since December 2023 and relate to the Company’s new SpaceLift skincare product, the commercial launch
of which in the territories covered by these distribution agreements and in other territories throughout the world is ongoing. To date,
the amount of sales and revenues generated by each of these distribution agreements has been minimal. While the Company believes that
additional sales and revenues will be generated through these distribution agreements as the commercial rollout of SpaceLift continues,
and that such sales and revenues, whether with respect to these agreements in aggregate or with respect to any particular agreement individually,
will reach a meaningful level, it does not believe that any of these five distribution agreements, on an individual basis, currently
constitutes a material agreement for the Company. When and if any of these distribution agreements does constitute a material agreement
after the closing of this offering, the Company will file such agreement(s) as an exhibit to its applicable Securities Exchange
Act reports, as required by law and SEC regulations.

Further,
in response to the comment, we have filed the four loan agreements mentioned in the table under the heading “Financing Activities”
on page 53, and have added such agreements to the exhibit index.

    Comment
    3
    Quality
    Control, page 71

We
note your response to prior comment 14 and reissue it in part. We note your disclosure that you “plan to apply for approval by
the USFDA for [y]our medical face masks and for SpaceLift, in the applicable registration categories, as we expand our operations into
the United States market, with commercial launch targeted for the first quarter of 2025” (emphasis added). Please revise to discuss
your specific plans to seek FDA regulatory approval, including the registration category you will seek for each product. Please also
clearly disclose that, while you intend to launch commercially in the first quarter of 2025, there is no guarantee that your products
will be approved by the FDA and that you will be able to commercialize your products on this timeline.

Response

In
response to the comment, we have revised the “Business – Our Business Divisions – Quality Control” section contained
in the Registration Statement, beginning on page 71 of the prospectus, to discuss the Company’s specific plans to seek FDA regulatory
approval, including the registration categories that the Company will seek for its medical face masks and its SpaceLift product, and
to also state that there is no guarantee that the Company’s products will be approved by the FDA and that the Company will be able
to commercialize such products on the planned timeline.

    Comment
    4
    Note
    8, page F-36

We
have read your response to prior comment 20 and reissue in part. Please expand your disclosure to identify the transactions that generated
the $1,080,150 Other Receivables balance. Clarify whether the Registrant exchanged any substantial goods or services in these
transactions. Your disclosure should clearly explain why these transactions are classified as operating activities in your Statements
of Cash Flows. Further, please expand the liquidity section of MD&A to disclose how much of these receivables have been subsequently
collected in cash and why no corresponding loss allowance has been recognized.

Response

In
response to the comment, we have revised Note 8 of the financial statements included in the Registration Statement to reflect the fact
that the Other Receivables due from related parties relate to advances made to related parties. We have also revised Note 27(a) of the
financial statements included in the Registration Statement to provide the breakdown of these Other Receivables, which are due from Jingga
Anggun Sdn Bhd, Mosfac Sdn Bhd, Mimo Motor Sdn Bhd and Emptech Cycle Sdn Bhd. In addition, the Statement of Cash Flows included in the
Registration Statement has been revised to reclassify the advances to related parties from operating activities to investing activities.

Further,
we have revised the “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Liquidity
and Capital Resources” section contained in the Registration Statement, beginning on page 50 of the prospectus to address the comment
by adding the following paragraph”

“As
of December 31, 2023, and 2022, we had other receivables totaling $1,080,150 and $809,466, respectively. By August 31, 2024, approximately
85.92% of the 2023 balance and 87.31% of the 2022 balance have been collected. The remaining exposure is $152,087 for 2023 and
$102,725 for 2022. Of this, $29,956 (2023) and $31,321 (2022) are owed by a related party, Mimo Motor Sdn. Bhd., while $65,359
(2023) and $68,337 (2022) are owed by a third party. Additionally, as of December 31, 2023, $325,522 was owed by a related party,
Mosfac Sdn. Bhd., of which $274,375 has been offset against subsequent purchase invoices as of August 31, 2024, leaving a balance of
$51,147 to be offset against future invoices. The remaining balances of $5,625 and $3,067 as of December 31, 2023 and 2022, respectively,
are owed by multiple third-party receivables, with each balance individually small. We remain committed to collecting these outstanding
amounts through follow-up communications, negotiations, and, if necessary, legal actions.”

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

August 22, 2024
Yeoh Chee Wei
Chief Executive Officer
Empro Group Inc.
21, Jalan 15/23, Tiong Nam Industry Park, 40200 Shah Alam
Selangor, Malaysia
Re:Empro Group Inc.
Amendment No. 2 to
Draft Registration Statement on Form F-1
Submitted August 5, 2024
CIK No. 0002005569
Dear Yeoh Chee Wei:
            We have reviewed your amended draft registration statement and have the following
comment(s).
            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
July 9, 2024 letter.
Amendment No. 2 to Draft Registration Statement on Form F-1 submitted August 5, 2024
Liquidity, page 50
1.We have read your response to prior comment 8 and reissue in part. Please update the
disclosure to quantify the amount of your December 31, 2023 accounts receivable that
have been subsequently collected as of the date of this prospectus.
Relationships with Partners, Regulators, and Government, page 65
We note your response to prior comment 11, including your revised disclosure that "in
general," the relevant distributors are compensated by retaining the amount by which the
price paid by its customers to purchase the products exceeds the amount that the 2.

August 22, 2024
Page 2
distributor pays to acquire the products. Please clarify whether, pursuant to any of the
specific agreements, there are any other fees or compensation paid to the distributors. We
also note your response that the Company does not believe that the distribution
agreements constitute material agreements under Item 601(b)(10). Please provide a more
detailed legal analysis describing why you do not believe these agreements are material,
or file such agreements as exhibits to the registration statement. As a related matter,
please file the loan agreements contained in the table on page 53 or tell us why you
believe you are not required to do so. Refer to Item 601(b)(10) of Regulation S-K.
Quality Control, page 71
3.We note your response to prior comment 14 and reissue it in part. We note your
disclosure that you "plan to apply for approval by the USFDA for [y]our medical face
masks and for SpaceLift, in the applicable registration categories , as we expand our
operations into the United States market, with commercial launch targeted for the first
quarter of 2025" (emphasis added). Please revise to discuss your specific plans to seek
FDA regulatory approval, including the registration category you will seek for each
product. Please also clearly disclose that, while you intend to launch commercially in the
first quarter of 2025, there is no guarantee that your products will be approved by the
FDA and that you will be able to commercialize your products on this timeline.
Note 8, page F-36
4.We have read your response to prior comment 20 and reissue in part. Please expand your
disclosure to identify the transactions that generated the $1,080,150 Other receivables
balance. Clarify whether the Registrant exchanged any substantial goods or services in
these transactions. Your disclosure should clearly explain why these transactions are
classified as operating activities in your Statements of Cash Flows. Further, please expand
the liquidity section of MD&A to disclose how much of these receivables have been
subsequently collected in cash and why no corresponding loss allowance has been
recognized.
            Please contact Al Pavot at 202-551-3738 or Jeanne Baker at 202-551-3691 if you have
questions regarding comments on the financial statements and related matters. Please contact
Robert Augustin at 202-551-8483 or Katherine Bagley at 202-551-2545 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services
cc:Michael T. Campoli

July 9, 2024
Yeoh Chee Wei
Chief Executive Officer
Empro Group Inc.
21, Jalan 15/23, Tiong Nam Industry Park, 40200 Shah Alam
Selangor, Malaysia
Re:Empro Group Inc.
Amendment No. 1 to
Draft Registration Statement on Form F-1
Submitted June 14, 2024
CIK No. 0002005569
Dear Yeoh Chee Wei:
            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
February 8, 2024 letter.
Amendment No. 1 to Draft Registration Statement on Form F-1
Cover Page
1.We note your response to comment 2 and reissue the comment in part. Please revise your
cover page to disclose Dr. Yeoh's ownership percentage upon completion of the offering
and describe his related control of your company, including matters subject to a
stockholder vote. Please also disclose whether and to what extent you intend to rely on
the controlled company exemptions on your cover page, and revise your risk factor on
page 37 to disclose the "certain" exemptions upon which you intend to rely. Finally,
please revise your disclosure to cross reference to specific risk factors, such as those on
page 37 of the registration statement.

July 9, 2024
Page 2
Prospectus Summary, page 3
2.We note your response to comment 3 and reissue the comment in part. Please revise your
disclosure throughout the prospectus to provide the basis for any statements related to
leadership in your field, consumer satisfaction and the competitive position of your brand
and products. Please also ensure that you disclose any relevant metrics on which such
statements are based and any material assumptions. Refer to Item 4.B.7 of Form 20-F. As
an example only, we note your statements on page 3 that you have "established
[y]ourselves as a trusted name in the beauty and healthcare industry," and on page 60 that
your products have "been well received and widely recognized by consumers" and that
"EMPRO is a brand closely associated with beauty and unwavering quality, and is
recognized as a face art specialist among the industry peers."
3.We note your disclosure on page 3 that for the fiscal years ended December 31, 2023,
2022 and 2021, your total revenue was approximately $3.70 million, $10.82 million and
$5.86 million, respectively. Please revise to also discuss your net losses in 2023 and to
briefly explain your decline in total revenues from fiscal 2022 to fiscal 2023.
Use of Proceeds, page 40
4.We note your response to comment 12 and reissue the comment in part. Please clarify
how you plan to use the net proceeds from the offering for your geographical expansion
and marketing plans, including the portion of net proceeds you will use for each purpose.
See Item 3.C.1. of Form 20-F, which requires disclosure of the estimated net amount of
the proceeds broken down into "each principal intended use." Please also clarify which
markets you plan to prioritize entry into within the next five years, if applicable.
Dividend Policy, page 41
5.We note your disclosure on page 41 that you "have not declared or paid cash dividends on
[y]our Ordinary Shares." We also note, however, your disclosure on page F-7 that EMP
Solution SDN. BHD. paid dividends in fiscal 2022 and 2023. Please revise to discuss the
payment of these dividends.
Management's Discussion And Analysis Of Financial Condition And Results Of Operations
Key Factors that Affect Our Results of Operations, page 46
6.We note your response to comment 14 and reissue the comment in part. Please revise your
risk factor disclosure to discuss risks to your business related to the ongoing recovery
from the COVID-19 pandemic. In particular, please consider discussing risks stemming
from decreased sales of COVID-19 related products such as face masks and testing kits,
which constitute a significant portion of your health care products. As a related matter,
please revise your MD&A to disclose whether you expect to continue to experience in
future financial periods a reduction in revenue from your health care business segment,
driven by a significant decreases in COVID-19 cases.

July 9, 2024
Page 3
Results of Operations, page 47
7.Please disclose the extent to which your revenue variance was impacted by changes in
sales volume, sales price, and by foreign exchange rate fluctuations. Also, please disclose
why your gross margin increased significantly in 2023. Quantify the impact that foreign
exchange rates had on your 2023 cost of goods sold variance. See the guidance in Item
5.A of Form 20-F.
Liquidity and Capital Resources, page 50
8.Please disclose the specific factors you considered in concluding that the receivables over
90 days past due are collectible. In this regard, it appears that a significant portion of the
balance in that bucket is over one year past due.
Financing Activities, page 53
9.We note your revised disclosure in this section referencing several term loans. Please
describe the material terms of these loans in more detail, including the principal, interest,
parties, and date the parties entered into these loans.
Business
Product Safety, page 61
10.We note your revised disclosures discussing the product safety of your surgical face
masks, SpaceLift, and antibacterial moisturizing mist. Please further revise this section to
discuss safety measures you have taken with respect to your other cosmetic products, such
as your eyebrow pencil product offerings. In this regard, we note your disclosure on page
19 that your skincare and cosmetics products are regulated under, and have been
registered with, the National Pharmaceutical Regulatory Agency (NPRA), a division of
the Ministry of Health of Malaysia.
Relationships with Partners, Regulators, and Government, page 65
11.We note your response to comment 21 and reissue the comment in part. Please ensure that
the material terms, including dates, parties, general nature of the contracts, terms and
conditions, and amount of any consideration passing to or from the company or any other
member of the group to the counter party are disclosed, and that such agreements are filed
as exhibits to the registration statement. As an example only, please revise to discuss any
payments made to Watsons and Sa Sa for their distribution of your products. In
addition, we note that the April 2024 Trading Term Agreement with Sa Sa, the February
1, 2024 Exclusive Distributor Agreement with Pro Tek AS, the January 2024 Exclusive
Distributor Agreement with Sash Trader, the May 2024 Exclusive Distributor Agreement
with Aerofit Multiplus, and the May 2024 Exclusive Distributor Agreement with Sa Sa
are not currently included in the exhibit index. Please revise to file these agreements or
provide your analysis as to why these agreements are not required to be filed. Refer
to Item 601(b)(10) of Regulation S-K and Item 10.C. of Form 20-F.
Our growth strategies, page 68
We note your response to comment 23 and reissue the comment in part. Please revise this
section to more fully explain the international territories in which you plan to expand your
business, including the timing for the expansion and the specific products that you plan to 12.

July 9, 2024
Page 4
offer, and clarify whether you are already present in those territories and intend to expand
within those regions or whether you will be a new entrant to those international markets.
Please also discuss the specific marketing efforts you intend to use to accomplish this
international expansion.
Our Business Divisions, page 69
13.We note your response to comment 24 and reissue the comment. Please revise your
disclosure to clearly identify each of your existing and planned products and to provide an
overview of the status of development and commercialization for each one, including the
customer target group and the markets in which the product is offered. Consider providing
this information in tabular format for ease of reference.
Quality Control, page 71
14.We note your disclosure that you "plan to apply for approval by the USFDA for [y]our
products as [you] expand [y]our operations into the United States market." Please revise
to discuss your specific plans to seek FDA regulatory approval including the timing of
any such applications and the products for which you plan to seek regulatory approvals.
Competition, page 73
15.We note your response to comment 28. Please revise to disclose your key competitors in
the medical mask and cosmetic industries in the markets where you compete.
Regulations, page 75
16.We note your disclosure that your face masks are regulated by, and have been registered
with, the Medical Device Authority of Malaysia and have obtained Good Distribution
Practice for Medical Devices. We also note your disclosure that your skincare and
cosmetics products are regulated under, and have been registered with, the National
Pharmaceutical Regulatory Agency. Please revise to further discuss the process by which
each of your products obtained MDA, GDPMD and NPRA approvals, as applicable.
Please also disclose the dates any such approvals were granted.
Audit Report, page F-2
17.We read your response to prior comment 32 and reissue in part. Please have your auditor
address the guidance in PCAOB AS 3101.02 and 3101.08e and revise their audit report to
state whether the financial statements are presented fairly.
Statement of Cash Flows, page F-10
We note your response to prior comment 34 and have the following additional comments:

•You indicate that the 2022 dividend was used to offset amounts due from a director,
who was the sole shareholder of EMP Solution at that time. Thus, there was no cash
outflow and no liability was recognized. Please provide the disclosures required by
IAS 7.43. To the extent applicable, address this comment as it relates to your 2023
dividend;
 18.

July 9, 2024
Page 5
•Please confirm that the net changes in amount due to a director as reflected in your
investing and financing activities were actual cash inflows and outflows and not
offsets to amounts due to/from a director. If these changes were not actual cash
inflows and outflows, address the appropriateness of this presentation; and

•It appears that you revised your statement of cash flows to address our
comment. Please provide the disclosures required by IAS 8.49.
Note 2 - Basis of Preparation, page F-12
19.As previously requested, please disclose the date when the financial statements were
authorized for issue and who gave that authorization as required by IAS 10.17.
Note 8 - Other Receivables, page F-37
20.Given that your other receivables comprise over 40% of your total assets, please expand
the disclosure to fully describe the transactions that generated these assets. Ensure you
disclose the repayment terms, clarify the identity of the related parties, and state whether
any of the receivables are secured by collateral or guarantees. Similarly, please expand
Note 16 to identity the referenced related parties.
Note 24, page F-46
21.With reference to IAS 33.26-28, please address the need to retroactively present your EPS
calculations for the stock bonus issue referenced in Note 11.
            Please contact Al Pavot at 202-551-3738 or Jeanne Baker at 202-551-3691 if you have
questions regarding comments on the financial statements and related matters. Please contact
Juan Grana at 202-551-6034 or Katherine Bagley at 202-551-2545 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services
cc:Michael T. Campoli

United States securities and exchange commission logo
February 8, 2024
Coco Alex Yeoh
Chief Executive Officer
Empro Group Inc.
21, Jalan 15/23, Tiong Nam Industry Park, 40200 Shah Alam
Selangor, Malaysia
Re:Empro Group Inc.
Draft Registration Statement on Form F-1
Submitted December 29, 2023
CIK No. 0002005569
Dear Coco Alex Yeoh:
            We have reviewed your draft registration statement and have the following comment(s).
            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.
Draft Registration Statement on Form F-1
Cover Page
1.We note your disclosure that the underwriters may exercise an over-allotment option.
Please revise your cover page to provide narrative disclosure regarding the over-allotment
option, including the number of shares that are subject to the over-allotment option. Refer
to Item 501(b)(2) of Regulation S-K.
2.We note your disclosure on page 8 that your CEO and founder, Prof Dr. Coco Alex Yeoh
may own a substantial number of the ordinary shares of Empro. Please revise your cover
page to disclose Dr. Yeoh's ownership percentage. Please also disclose whether you will
be a "Controlled Company" under Nasdaq listing rules and, if so, whether you intend to
rely on the exemptions as a controlled company. Please also include risk factor disclosure
regarding the risks to investors stemming from the potential concentrated ownership of
your company by your founder, including, if applicable, risk factor disclosure that
discusses the effect, risks and uncertainties of being designated a controlled company,

 FirstName LastNameCoco Alex  Yeoh
 Comapany NameEmpro Group Inc.
 February 8, 2024 Page 2
 FirstName LastNameCoco Alex  Yeoh
Empro Group Inc.
February 8, 2024
Page 2
including but not limited to, the result that you may elect not to comply with certain
corporate governance requirements.
Prospectus Summary, page 3
3.We note that you make various statements throughout the registration statement regarding
your leadership in your field, consumer satisfaction and the competitive position of your
brand and products including, but not limited to, the following:

•your company is “a beloved brand, resonating profoundly with consumers;"
•you are "[r]enowned as an icon and a trailblazing force in the realms of beauty and
wellness;”
•your cosmetic brand has been “a trusted companion to professionals and senior
executives aged 30 and above delivering artistic finesse and top-tier quality in every
product;"
•you produce “the highest-grade medical masks that are trusted by numerous medical
hospitals and government sectors;"
•your products launched “have been well received and widely recognized by
consumers;"
•you “have consistently delivered safe, efficacious, and innovative beauty and
wellness products, earning the trust of millions of customers and partners;"
•you have "established [y]ourselves as a trusted name in the beauty and wellness
industry;"
•you currently stand "as an industry leader in beauty and wellness;"
•your reference to SpaceLift as "a premier brand in the international market;" and
•your company "a leading force in the ASEAN and Hong Kong beauty and wellness
industry."

Please revise your disclosure throughout the prospectus to provide the basis for any
statements, including the those above, related to leadership in your field, consumer
satisfaction and the competitive position of your brand and products. Please also ensure
you disclose any relevant metrics on which these statements are based and any material
assumptions. Refer to Item 4.B.7 of Form 20-F.
4.Please address the following items related to the description of your business throughout
your prospectus summary:

•We note your disclosure on page 3 that you “have gracefully transcended our origins
in the beauty industry to embrace the holistic realm of wellness." Please revise your
disclosure here to briefly discuss the evolution of your operations, including your
transition from the beauty industry to the wellness industry. In doing so, please
clarify the differences between these industries.
•We note your disclosure on page 3 that your "success is further bolstered by a robust
presence in both physical and digital retail spaces." Please revise your disclosure to
provide a brief discussion of the products offered in physical and/or digital locations.

 FirstName LastNameCoco Alex  Yeoh
 Comapany NameEmpro Group Inc.
 February 8, 2024 Page 3
 FirstName LastNameCoco Alex  Yeoh
Empro Group Inc.
February 8, 2024
Page 3
•We note your disclosure on page 4 and on page 62 that one of your competitive
strengths is “[r]our revenue diversification enhances your financial resilience.” We
also note, however, that for the fiscal year ended December 31, 2022 97.48% of your
revenue was from your health care segment as compared to 2.52% from your
cosmetics and skin care. Given this substantial concentration of revenue derived from
one of your business segments, please revise your disclosure to explain what you
mean by your “revenue diversification.”
5.We note your disclosure here and throughout the registration statement regarding the
safety and efficacy of your products, including, but not limited to, the following:

•Your “unwavering commitment to providing safe, professional-grade products of
uncompromising quality;”
•Your “track record of consistently delivering safe, efficacious and innovative beauty
and wellness products;”
•Your standing as “a symbol of unwavering commitment to beauty, quality, and
safety;”
•Your commitment to “ensur[ing] not only beauty but also safety in every aspect of
[y]our products;”
•Your policy with respect to launched products “whereby all must be certified as safe
to use;" and
•Your product SpaceLift "provides a natural and safe anti sagging and anti-aging
solution for those who seek for a safe and effective lifting product."

Safety and efficacy are determinations that are solely within the authority of the U.S. Food
and Drug Administration (FDA) or similar foreign regulators. It is unclear from the
disclosure of applicable regulations beginning on page 70 whether the FDA counterpart,
or another regulatory body, in Malaysia makes safety determinations with respect to your
products. In this regard, we also note your risk factor disclosure on page 19 that references
the complex product safety laws, regulations, and standards that your healthcare and
beauty products must adhere to. Please revise both the section beginning on page 70 and
the risk factor on page 19 to clarify the relevant regulatory body and to discuss in greater
detail the specific product safety laws, regulations, and standards that apply to your
products. Finally, in your summary here and throughout the registration statement, as
appropriate, please either omit safety and efficacy claims or revise to explain which of
your products have been approved by the FDA-equivalent regulatory authority in
Malaysia.
Risk Factors, page 12
6.Please provide additional risk factor disclosure regarding your operations in Malaysia. For
example, discuss in further detail any risks, including but not limited to geopolitical,
economic, environmental, and other risks, that are particular to operating a business in
Malaysia.

 FirstName LastNameCoco Alex  Yeoh
 Comapany NameEmpro Group Inc.
 February 8, 2024 Page 4
 FirstName LastName
Coco Alex  Yeoh
Empro Group Inc.
February 8, 2024
Page 4
7.Please revise your risk factors to include specific risks relating to your operations. As an
example only, in the risk factor on page 14 "We may not be able to successfully implement
our growth strategy," please consider disclosing what target markets you are referring to
and providing detail regarding your portfolio of brands. Likewise, in the risk factor on
page 16 "The sale of counterfeit product may affect our reputation and profitability,"
please consider revising to disclose the counterfeit products that this risk is addressing.
We may not be able to maintain profitability in the future., page 15
8.Please revise this risk factor to disclose your current and historical net profits.
We rely on a limited number of ODM/OEM and packaging supply partners to produce our
products. The loss of one or more of these ODM/OEM..., page 18
9.We note your disclosure that you "primarily depend on a limited number of ODM/OEM
and packaging supply partners in Malaysia for producing most of [y]our products." Please
revise this risk factor to disclose which of your products this risk is referring to.
Failure to maintain or renew our current leases or locate desirable alternatives for our facilities
could materially and adversely..., page 21
10.We note your disclosure that some of your leases "include covenants that require meeting
certain turnover or operational result commitments periodically." Please revise your
disclosure to discuss these covenants in further detail, including by providing the specific
turnover and operational result commitments and disclosing whether the company has
historically been in compliance with these covenants
Our ability to enrich our content offerings could be substantially impaired if we fail to cooperate
with third-party content providers..., page 25
11.We note your disclosure that you currently generate content through your in-house
editorial team and through collaborations with third-party professional content providers.
Please revise your disclosure to clarify the types of content that these third-party providers
are helping you to generate and discuss briefly how it contributes to your business
activities.
Use of Proceeds, page 39
12.We note that you plan to allocate 23% of the proceeds from this offering to "Market
Penetration & Development". Please revise your disclosure to discuss this in further detail,
including, but not limited to, specific expansion and development plans in the near term,
including reference to how far into the market penetration and development plans the
proceeds will enable you to reach, as applicable.

 FirstName LastNameCoco Alex  Yeoh
 Comapany NameEmpro Group Inc.
 February 8, 2024 Page 5
 FirstName LastName
Coco Alex  Yeoh
Empro Group Inc.
February 8, 2024
Page 5
Corporate History And Structure, page 44
13.We note your disclosure that in connection with the offering you have undertaken a
reorganization of your corporate structure. Please describe the material provisions of any
agreements entered into in connection with the reorganization and please file these
agreements as exhibits or provide your analysis as to why you believe the agreements are
not required to be filed. Refer to Item 601(b)(2) of Regulation S-K.
Management's Discussion And Analysis Of Financial Condition And Results Of Operations
Key Factors that Affect Our Results of Operations, page 45
14.We note your disclosure that the COVID-19 pandemic significantly heightened the
demand for medical masks. We also note that revenue from health care, which involves
trading and wholesaling of medical masks, COVID-19 test kits and related products, was
97.48% of your revenues in Fiscal 2022. Please revise your disclosure here to discuss how
continued recovery from the COVID-19 pandemic throughout 2023 impacted your
revenues. Please also revise your risk factor disclosure to discuss risks to your business
related to the ongoing recovery from the COVID-19 pandemic.
MD&A, page 45
15.Please revise the MD&A section to specifically explain the variances reflected in the
financial statements included in the document. In this regard, we note that the financial
statement amounts are expressed in Malaysian currency, not United States currency. See
Instruction 2 to Item 5 of Form 20-F.
Key Financial Performance Indicators, page 46
16.We note your disclosure that you derive revenue from health care and from cosmetics and
skin care. Please revise your disclosure here and elsewhere in the registration statement,
including the business section, to clarify that you operate under these two segments and to
provide a geographic breakdown of your revenues. Refer to Item 4.B.2 of Form 20-F.
Operating Costs, page 48
17.Please quantify and discuss your costs of goods sold and gross profit as presented in your
financial statements.  In addition, identify the material components included in your
"Others" line item and discuss their variances for each period presented.
Business
Our History, page 59
18.We note your disclosure on page 60 that you have "invested heavily to send our products
to reputable international organizations for testing and certification. Please revise your
disclosure to identify the products you have tested as well as the full name of the
international organizations that conducted this testing and certification. Please also

 FirstName LastNameCoco Alex  Yeoh
 Comapany NameEmpro Group Inc.
 February 8, 2024 Page 6
 FirstName LastNameCoco Alex  Yeoh
Empro Group Inc.
February 8, 2024
Page 6
describe the testing that was conducted, including the test design, parameters, primary and
secondary endpoints, the results as they relate to the endpoints and any statistical analysis
that was done. Please also disclose any observed serious adverse events.
Our Business Model, page 60
19.We note your disclosure that you "plan to allocate a portion of [y]our annual budget to
overseas exhibitions and research and development activities." Please revise your
disclosure in your business section to identify the overseas exhibitions in which you plan
to participate.. Please also revise your registration statement in an appropriate location to
discuss your planned research and development activities in further detail, including by
providing a description of your research and development policies for the past three years.
Refer to Item 5.C. of Form 20-F.
Marketing Strategy, page 61
20.We note your disclosure on page 50 that states that your marketing efforts “encompass
traditional channels but also leverage digital platforms and e-commerce to reach a broader
and more diverse customer base.” Please revise your disclosure here to describe all of the
marketing channels used by the company, including an explanation of any special sales
methods employed. We note that you have established local trading term agreements that
you state “ensures the stability of [y]our sales and the attainment of targeted goals.” Please
revise to explain in detail, with reference to specific terms, how these local trading term
agreements provide this stability and support your goals. Refer to Item 4.B.5 of Form 20-
F.
Relationships with Partners, Regulators, and Government, page 62
21.We note your disclosure throughout the registration statement discussing the various
exclusive distribution, manufacturing, and sales arrangements that you have established,
including the following:

•We note your disclosure on pages 3 and 59 that you have secured exclusive
distributorships with original equipment manufacturers in Korea and China to
distribute and market a range of eyebrow pencils, including your proprietary
triangular eyebrow pencil;
•We note your disclosure on pages 3 and 59 that you have sole and exclusive rights
with manufacturers to supply and distribute surgical and medical grade face masks,
and to distribute your skincare product, SpaceLift;
•We note your disclosure in risk factors on pages 18 and 19 that you depend on a
limited number of ODM/OEM and packaging supply partners with whom you have
entered into framework agreements for producing most of your products and that
your rely on them to procure raw materials;
•We note y

United States securities and exchange commission logo
January 5, 2024
Coco Alex Yeoh
Chief Executive Officer
Empro Group Inc.
21, Jalan 15/23, Tiong Nam Industry Park, 40200 Shah Alam
Selangor, Malaysia
Re:Empro Group Inc.
Draft Registration Statement on Form F-1
Submitted December 29, 2023
CIK No. 0002005569
Dear Coco Alex Yeoh:
            Our initial review of your registration statement indicates that it fails in numerous
material respects to comply with the requirements of the Securities Act of 1933, the rules and
regulations thereunder and the requirements of the form. More specifically,

            Please provide interim financial statements and related disclosures as required by Item
8.A.5 of Form 20-F.

            We will provide more detailed comments relating to your registration statement
following our review of a substantive amendment that addresses these deficiencies.
            Please contact Katherine Bagley at 202-551-2545 with any questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services
cc:       Michael T. Campoli