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United States securities and exchange commission logo
November 22, 2023
Quek Leng Chuang
Chairman of the Board and Chief Executive Officer
ESGL Holdings Limited
101 Tuas South Avenue 2
Singapore 637226
Re: ESGL Holdings
Limited
Amendment No. 1 to
Registration Statement on Form F-1
Filed November 7,
2023
File No. 333-274586
Dear Quek Leng Chuang:
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 October 17, 2023
letter.
Amendment No. 1 to Registration Statement on Form F-1
Management's Discussion and Analysis of Financial Condition and Results
of Operations, page
36
1. We note that the
projected revenues for fiscal years 2022 and 2023 were $5,464,863 and
$10,951,856,
respectively, as set forth in the unaudited prospective financial information
management prepared and
provided to the Board, the company s financial advisors and
GUCC in connection with
the evaluation of the Business Combination. We also note that
your actual revenues
for the fiscal year ended 2022 and the Six Months Ended June 30,
2023 were approximately
$4,992,034 and $3,394,313, respectively. It appears that you
missed your 2022
revenue projection and will miss your 2023 revenue projection. Please
update your disclosure
in Liquidity and Capital Resources, and elsewhere, to provide
updated information
about the company s financial position and further risks to the
business operations and
liquidity in light of these circumstances.
Quek Leng Chuang
ESGL Holdings Limited
November 22, 2023
Page 2
2. We note your revised disclosure in response to prior comment 7 and
reissue the comment
in part. Please revise to disclose the net proceeds to the Company from
this Forward
Purchase Agreement. Also, discuss the risks that the terms of this
agreement may pose to
the Company. In this regard, we note that following the Closing, GUCC
paid the
Prepayment Amounts of $10,141,403.28 to Vellar and $5,427,750.00 to ARRT
directly
from GUCC's Trust Account. We may have additional comments.
Please contact Timothy S. Levenberg, Special Counsel, at 202-551-3707 or
Irene Barberena-Meissner, Staff Attorney, at 202-551-6548 with any questions.
Sincerely,
FirstName LastNameQuek Leng Chuang
Division of
Corporation Finance
Comapany NameESGL Holdings Limited
Office of Energy &
Transportation
November 22, 2023 Page 2
cc: David J. Levine, Esq., of Loeb & Loeb, LLP
FirstName LastName