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November 3, 2020
Frederico Figueira de Chaves
Secretary
Fusion Fuel Green Limited
10 Earlsfort Terrace
Dublin 2, DO2 T380
Ireland
Re: Fusion Fuel Green
Limited
Amendment No. 3 to
Registration Statement on Form F-4
Filed October 29,
2020
File No. 333-245052
Dear Mr. Figueira de Chaves:
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. 3 to Registration Statement on Form F-4
Anticipated Material U.S. Federal Income Tax Consequences to HL and HL's
Securityholders
U.S. Holders, page 91
1. We note that you have
filed a short-form opinion as Exhibit 8.1, which states that the legal
conclusions set forth
under "Anticipated Material U.S. Federal Income Tax Consequences
to HL and HL's
Securityholders" constitute the opinion of counsel. Although you disclose
that the parties
have structured the Transactions to take the form of an exchange
and that no assurance
can be given that the Internal Revenue Service or the courts will
agree that the
Merger qualifies as a tax-free reorganization, the disclosure in this section
continues to state that
the merger "may" qualify as a "reorganization" within the meaning
of Section 368 of the
Code. Please revise your disclosure to clearly identify and articulate
Frederico Figueira de Chaves
Fusion Fuel Green Limited
November 3, 2020
Page 2
the opinion being rendered by counsel. If there is a lack of authority
directly addressing
the tax consequences of the Transactions, conflicting authority or
significant doubt about
the tax consequences of the Transactions, counsel may issue a should
or more likely
than not opinion to make clear that the opinion is subject to a degree
of uncertainty, and
should discuss the degree of uncertainty. For guidance, refer to Staff
Legal Bulletin 19.
Beneficial Ownership of Securities, page 165
2. Please revise to disclose the natural person or persons who exercise
voting or dispositive
control over the shares beneficially owned by Jeffrey Schwarz Children's
Trust in your
beneficial ownership table.
You may contact Robert Babula, Staff Accountant, at (202) 551-3339 or
Gus Rodriguez,
Accounting Branch Chief, at (202) 551-3752 if you have questions regarding
comments on the
financial statements and related matters. Please contact Karina Dorin, Staff
Attorney, at (202)
551-3763 or Laura Nicholson, Special Counsel, at (202) 551-3584 with any other
questions.
Sincerely,
FirstName LastNameFrederico Figueira de Chaves
Division of
Corporation Finance
Comapany NameFusion Fuel Green Limited
Office of Energy &
Transportation
November 3, 2020 Page 2
cc: David Feinberg
FirstName LastName