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United States securities and exchange commission logo
October 17, 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
Registration
Statement on Form F-1
Filed September 19,
2023
File No. 333-274586
Dear Quek Leng Chuang:
We have conducted a limited review of your 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.
Registration Statement on Form F-1 filed September 19, 2023
Cover Page
1. We note your disclosure
that you are registering for resale by certain selling shareholders
up to 10,302,336
Ordinary Shares, up to 377,331 Private Warrants to purchase Ordinary
Shares at a price of
$11.50 per share, up to 377,331 Ordinary Shares issuable upon the
exercise of the Private
Warrants, and up to 8,625,000 Ordinary Shares issuable upon the
exercise of the public
warrants. However, the heading on your prospectus cover page
indicates that you are
registering only 10,302,336 Ordinary Shares and 377,331 Private
Warrants, and your
selling shareholder table does not appear to include the Ordinary
Shares issuable upon
the exercise of the Warrants. Please revise or advise.
2. We note your disclosure
that on July 27, 2023, GUCC, ESGL, and ESGH entered into a
Forward Purchase
Agreement with Vellar Opportunities Fund Master, Ltd. for an OTC
Equity Prepaid Forward
Transaction, and that on the same date, Vellar assigned and
Quek Leng Chuang
FirstName LastNameQuek
ESGL Holdings Limited Leng Chuang
Comapany
October 17,NameESGL
2023 Holdings Limited
October
Page 2 17, 2023 Page 2
FirstName LastName
novated 50% of its rights and obligations under the Forward Purchase
Agreement to ACM
ARRT K LLC ( ARRT , together with Vellar, the Sellers ). We
further note the Sellers
under the Forward Purchase Agreement acquired their Ordinary Shares in
market or
negotiated transactions (except for the 550,000 Additional Shares
issued to ARRT and
1,268,085 Additional Shares issued to Vellar Opportunities Fund
Master, Ltd. for no
consideration under the Forward Purchase Agreement), but recouped most
of their
purchase price directly from the trust account at the closing of the
Business
Combination. Please provide your analysis demonstrating how the shares
acquired by
Sellers under this agreement complied with Exchange Act Rule 14e-5. To
the extent that
you are relying on Tender Offer Compliance and Disclosure
Interpretation 166.01 (March
22, 2022), please provide an analysis regarding how it applies to your
circumstances.
3. For each of the securities (the Ordinary Shares and Warrants) being
registered for resale,
disclose the price that the selling securityholders paid for each such
security, including
units or warrants overlying such securities.
4. You disclose "[g]iven the recent price volatility of our Ordinary
Shares, there is no
certainty that Warrant holders will exercise their Warrants and,
accordingly, we may not
receive any proceeds in relation to our outstanding Warrants."
Disclose the exercise
prices of the warrants compared to the market price of the underlying
Ordinary Shares.
As the warrants are out of the money, please disclose the likelihood
that warrant holders
will not exercise their warrants. Provide similar disclosure in the
prospectus summary,
risk factors, MD&A and use of proceeds section and disclose that cash
proceeds
associated with the exercises of the warrants are dependent on the
stock price. As
applicable, describe the impact on your liquidity and update the
discussion on the ability
of your company to fund your operations on a prospective basis with
your current cash on
hand.
5. We note the significant number of redemptions of your Ordinary Shares
in connection
with your business combination and that the shares being registered
for resale will
constitute a considerable percentage of your public float. We also
note that some of the
shares being registered for resale were purchased by the selling
securityholders for prices
below the current market price of the Ordinary Shares. Highlight the
significant negative
impact sales of shares on this registration statement could have on
the public trading price
of the Ordinary Shares.
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Overview, page 33
6. Please expand your discussion here to reflect the fact that this
offering involves
the potential sale of a substantial portion of shares for resale and
discuss how such sales
could impact the market price of the company s common stock. Your
discussion
should highlight the fact that Quek Leng Chuang, your Chairman and
CEO; Samuel
Lui, the sole member and manager of Genesis Unicorn Capital, LLC; ACM
ARRT K
LLC; and Vellar Opportunities Fund Master, Ltd., each beneficially
holding more than a
Quek Leng Chuang
FirstName LastNameQuek
ESGL Holdings Limited Leng Chuang
Comapany
October 17,NameESGL
2023 Holdings Limited
October
Page 3 17, 2023 Page 3
FirstName LastName
million Ordinary Shares, will be able to sell all of their respective
shares for so long as the
registration statement of which this prospectus forms a part is
available for use. Also
disclose here the total percentage of the outstanding shares such
holdings represent in the
aggregate, both including the shares they will receive upon exercise
of warrants and
without such exercises.
7. We note that your Forward Purchase Agreement with Vellar and ARRT
provides them
with the right to sell back shares to the company at a fixed price at
various dates,
including one based on a VWAP trigger. Please revise to disclose the
net proceeds to the
Company from this agreement and discuss the risks that these
agreements may pose to
other stockholders if you are required to buy back the shares of your
Ordinary
Shares under the agreement. For example, discuss how such forced
purchases would
impact the cash you have available for other purposes and to execute
your business
strategy. Please also revise to indicate whether GUCC, ESGL, the
Company, or their
directors, officers, advisors or respective affiliates had material
relationships with Vellar
or ARRT at the time the Forward Purchase Agreement was negotiated. We
may have
additional comments.
Liquidity and Capital Resources, page 40
8. You disclose that "[b]ased on the Group s current operating plan,
the Group believes that
its existing cash and cash equivalents and anticipated cash generated
from operating
activities will be sufficient to meet its anticipated working capital
and capital expenditures
for at least the next 12 months." In light of the significant number
of redemptions and the
unlikelihood that the company will receive significant proceeds from
exercises of the
warrants because of the disparity between the exercise price of the
warrants and the
current trading price of the Ordinary Shares, expand your discussion
of capital resources
to address any changes in the company s liquidity position since the
business
combination. If the company is likely to have to seek additional
capital, discuss the effect
of this offering on the company s ability to raise additional
capital.
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.
Quek Leng Chuang
ESGL Holdings Limited
October 17, 2023
Page 4
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
October 17, 2023 Page 4
cc: David J. Levine, Esq., of Loeb & Loeb, LLP
FirstName LastName