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United States securities and exchange commission logo
June 15, 2023
Samuel Lui
Chief Executive Officer
ESGL Holdings Limited
101 Tuas South Avenue 2
Singapore 637226
Re: ESGL Holdings
Limited
Amendment No. 5 to
Registration Statement on Form F-4
Filed June 5, 2023
File No. 333-269078
Dear Samuel Lui:
We have reviewed your amended registration statement and have the
following
comments. In some of our comments, we may ask you to provide us with
information so we
may better understand your disclosure.
Please respond to this letter by amending your registration
statement and providing the
requested information. If you do not believe our comments apply 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 these comments, we may have additional comments.
Amendment No. 5 to Registration Statement on Form F-4
Unaudited Pro Forma Condensed Combined Financial Information, page 129
1. We note you have
updated the fair value of ESGL shares deemed to be issued in excess of
the fair value of
identifiable net assets of GUCC in Note D(e) and Note E(j). Please
update the
corresponding changes in transaction accounting adjustments on page
132 under both
scenarios.
2. At notes D(e) and E(j),
you indicate that as a result of the changes in the fair values of the
GUCC common stock and
GUCC public warrants the cost of the services is preliminarily
estimated to be $35.5
million in Scenario 1 and $32.6 million in Scenario 2. These
estimates agree to the
adjustments reflected in your pro forma financial statements at page
133, but do not
correspond to the revised calculations of the "excess of net assets" of
$34.5 million and $32.9
million on pages 134 and 135 respectively. Please revise
Samuel Lui
ESGL Holdings Limited
June 15, 2023
Page 2
your adjustments and related disclosures in Note D(e) and Note E(j) to
reflect your revised
calculations.
3. You disclose that an additional extension payment was made to the trust
account in the
amount of $326,824 on May 17, 2023. This additional payment does not
appear to be
included in the total extension payments discussed at note D(b) to the
pro forma financial
statements. Please revise your pro forma adjustments and corresponding
note disclosure
to include this amount or explain why it has been excluded. In addition,
please
explain where the total extension payments discussed at note D(b) are
reflected in the pro
forma financial statements given that there is no adjustment to the
amounts included in the
investments held in trust account.
Certain Relationships and Related Party Transactions, page 171
4. Please ensure that you have provided all disclosure required by Item
18(a)(7)(iii) of Form
F-4 and Item 7.B of Form 20-F with respect to the interest of management
in certain
transactions. In that regard, we note your revised disclosure on page 63
that the monies
owing under the Term Loan VII and the Revolving Credit Loan II were
secured by,
among others, a director of the Group in his personal capacity. Please
revise to identify
such director.
General
5. We note that EF Hutton was an underwriter for the initial public offering
of Genesis
Unicorn Capital Corp. Please tell us, with a view to disclosure, whether
you have
received notice, or any other indication, from EF Hutton or any other
firm engaged in
connection with such initial public offering that it will cease
involvement in your
transaction and how that may impact your deal or the deferred
underwriting compensation
owed for Genesis Unicorn Capital Corp. s initial public offering.
You may contact Joanna Lam, Staff Accountant, at (202) 551-3476 or
Craig Arakawa,
Accounting Branch Chief, at (202) 551-3650 if you have questions regarding
comments on the
financial statements and related matters. Please contact Timothy S. Levenberg,
Special Counsel,
at (202) 551-3707, or Laura Nicholson, Special Counsel, at (202) 551-3584 with
any other
questions.
Sincerely,
FirstName LastNameSamuel Lui
Division of
Corporation Finance
Comapany NameESGL Holdings Limited
Office of Energy &
Transportation
June 15, 2023 Page 2
cc: David Levine, Esq.
FirstName LastName