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United States securities and exchange commission logo
October 2, 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. 1 to
Registration Statement on Form F-4
Filed September 21,
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
September 8, 2020 letter.
Amendment No. 1 to Registration Statement on Form F-4
Comparative Per Share Information, page 28
1. Tell us why you are
presenting 50,000 weighted average shares outstanding for Fusion
Fuel for the six months
ended June 30, 2020. We note that you disclose 41,929 weighted
average number of
shares for this period in the statement of operations on page F-25 and
your Selected
Historical Financial Information on page 24.
Frederico Figueira de Chaves
FirstName
Fusion FuelLastNameFrederico Figueira de Chaves
Green Limited
Comapany
October NameFusion Fuel Green Limited
2, 2020
October
Page 2 2, 2020 Page 2
FirstName LastName
The Business Combination Proposals
HL s Board of Directors Reasons for Approval of the Transactions
Valuation Report of Webber Research to the Board of Directors of HL, page 83
2. Please expand your disclosure to discuss in greater detail the
selection criteria for the
companies used in the Selected Company Analysis, including the
"similar characteristics"
on which Webber Research selected such companies.
3. Please revise to disclose the Fusion Fuel financial projections and
assumptions underlying
such financial projections used by Webber Research in connection with
its Discounted
Cash Flow Analysis or tell us why you do not believe they are
material.
4. Please expand your disclosure to discuss the impact of the multi-stage
sensitivity analysis
on the Discounted Cash Flow Analysis and the effect of the varying
assumptions, such as
the PPA Agreement, Cost Reduction Assumptions and Output Factors, on
such analysis.
Unaudited Pro Forma Condensed Combined Financial Information
Accounting for the Transactions, page 107
5. We have read your response to prior comment 8. You concluded that
Fusion will be the
accounting acquirer upon completion of the business combination
transaction. Please tell
us how you determined the transaction represents a business
combination as opposed to a
recapitalization, including your consideration of whether HL
represents a business,
pursuant to IFRS 3.3 and Appendix B to IFRS 3.
HL's Management's Discussion and Analysis of Financial Condition and Results of
Operations
Contractual Obligations, page 145
6. We note you disclose that Mr. Webber will be paid an amount equal to
1% of the
aggregate amount in the Trust Account plus the total amount raised in
the PIPE
Investment. Please clarify which party will be responsible for such
payment and the
source of funds for such payment.
Business of Fusion Fuel
Company History, page 149
7. We note your revised disclosure in response to prior comment 16 states
that the University
study found that the Hydrogen Generator's system presented a
"differentiating
advantage." Please expand your disclosure to explain this
"differentiating advantage."
Beneficial Ownership of Securities, page 164
8. Please identify the natural person or persons who have sole or shared
voting or investment
power for the securities beneficially owned by Helikon Investments
Ltd.
Frederico Figueira de Chaves
FirstName
Fusion FuelLastNameFrederico Figueira de Chaves
Green Limited
Comapany
October NameFusion Fuel Green Limited
2, 2020
October
Page 3 2, 2020 Page 3
FirstName LastName
General
9. We note your response to prior comment 1, and your revised disclosure
that the parties
have structured the Transactions to take the form of an exchange that
may qualify as a
reorganization within the meaning of Section 368 of the Code,
and that if the
Transactions qualify as a reorganization, it is anticipated that no
gain or loss generally
should be recognized by U.S. Holders of HL ordinary shares for U.S.
federal income tax
purposes. We also note the disclosure that a U.S. holder of warrants
should not recognize
gain or loss on the adjustment of HL warrants for HL Parent warrants
pursuant to the
merger. In addition, we note your disclosure that it is possible that
the HL rights could be
treated in a manner similar to options to acquire shares of HL or
Parent, in which case a
U.S. Holder generally should not recognize gain or loss upon the
acquisition of Parent
Class A Ordinary Shares upon the exchange of each HL right for 1/10 of
an HL ordinary
share and the simultaneous conversion of each such HL ordinary share
into one Parent
Class A Share. 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 uncertainty regarding the tax treatment of
the Transactions,
counsel s opinion should discuss the degree of uncertainty.
In the alternative, if the U.S. tax consequences of the Transactions
are unknown, please
revise to make this clear in your disclosure. If true, please also
revise your disclosure to
state that you cannot take the position that the Transactions will be
treated, for U.S.
federal income tax purposes, as non-taxable transactions because of an
absence of
guidance.
10. We note your response to prior comment 2, and your disclosure that
Non-Irish Holders
should generally not be within the charge to Irish chargeable gains
tax on the automatic
conversion of their HL ordinary shares into Parent Class A Ordinary
Shares, or the
automatic adjustment of their HL warrants into HL Parent Warrants,
pursuant to the
business combination unless the HL ordinary shares and/or HL warrants
were used in or
for the purposes of a trade carried on by such Non-Irish Holder
through an Irish branch or
agency, or were used, held or acquired for use by or for the purposes
of an Irish branch or
agency. It appears that you have provided representations as to tax
consequences of the
transactions. Please file a tax opinion as an exhibit to the filing
with respect to such tax
consequences, or provide your 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 No.
19.
11. Please tell us why you have removed references to your Shareholders
Agreement. In that
regard, we note you disclose on page 22 that Parent will be the
accounting acquirer based
on the significant influences that the Fusion Fuel Shareholders will
have over Parent
through their majority representation on Parent's initial board of
directors and that,
pursuant to Section 9(g) of your Business Combination Agreement, the
execution of the
Frederico Figueira de Chaves
Fusion Fuel Green Limited
October 2, 2020
Page 4
Shareholders Agreement is a condition precedent to the Transaction that
the Shareholders
Agreement.
12. Please file a form of the private placement subscription agreements with
investors for the
PIPE Investment as an exhibit to the registration statement.
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 2, 2020 Page 4
cc: David Feinberg
FirstName LastName