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United States securities and exchange commission logo
October 22, 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. 2 to
Registration Statement on Form F-4
Filed October 9,
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.
Unless we note
otherwise, our references to prior comments are to comments in our
October 2, 2020 letter.
Amendment No. 2 to Registration Statement on Form F-4
General
1. We note your response
to prior comment 9, and reissue such comment. In that regard, we
note your disclosure
that the parties have structured the Transactions to take the form of
an exchange, which
subject to certain requirements, may qualify as a reorganization,
and your disclosure
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. It appears
that you have provided
representations as to tax consequences of the Transactions, and
such consequences
appear to be material. Please file a tax opinion regarding the material
tax consequences of the
Transactions. See Item 601(b)(8) of Regulation S-K. If there is
Frederico Figueira de Chaves
Fusion Fuel Green Limited
October 22, 2020
Page 2
uncertainty regarding the tax treatment of the Transactions, counsel s
opinion may be
qualified by the uncertainty but must discuss the degree of uncertainty.
In the alternative,
if you do not know the tax consequences of the Transactions, for example,
if, in your
view, there is an equal probability that the Transactions would be
taxable, please revise to
make this clear throughout your filing, including your Risk Factors
section.
2. We have reviewed your response to prior comment 10, and reissue such
comment. It
appears that you have provided representations as to the tax consequences
of the
transactions and that such consequences may be material to an investor.
Please file a tax
opinion as an exhibit to the filing with respect to such tax
consequences, or provide
additional analysis as to why you do not believe the tax consequences are
material to an
investor. See Item 601(b)(8) of Regulation S-K. For guidance, refer to
Section III.A.2
(including footnote 40) of Staff Legal Bulletin 19.
3. We note that the form of amended and restated warrant agreement filed as
Exhibit
4.9.2 provides that Parent agrees that any action, proceeding or claim
against it arising out
of or relating in any way to the agreement shall be brought and enforced
in the courts of
the State of New York or the United States District Court for the
Southern District of New
York, and irrevocably submits to such jurisdiction, which jurisdiction
shall be
exclusive. We note also that Parent waives any objection to such
"exclusive" jurisdiction.
If this provision requires investors in this offering to bring any such
action, proceeding or
claim in the courts of the State of New York or the United States
District Court for the
Southern District of New York, please disclose such provision in your
registration
statement, and disclose whether this provision applies to actions arising
under the
Securities Act or Exchange Act. If the provision applies to actions
arising under the
Securities Act or Exchange Act, please also add related risk factor
disclosure. If this
provision does not apply to actions arising under the Securities Act or
Exchange Act,
please also ensure that the provision in the warrant agreement states
this clearly.
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
October 22, 2020 Page 2
cc: David Feinberg
FirstName LastName