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United States securities and exchange commission logo
September 8, 2020
Frederico Figueira de Chaves
Secretary
Fusion Fuel Green Limited
10 Earlsfort Terrace
Dublin 2, DO2 T380
Ireland
Re: Fusion Fuel Green
Limited
Registration
Statement on Form F-4
Filed August 12,
2020
File No. 333-245052
Dear Mr. Figueira de Chaves:
We have reviewed your 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.
Registration Statement on Form F-4
Summary of the Proxy Statement/Prospectus
Anticipated Tax Consequences of the Transactions, page 21
1. We note your disclosure
that the Transactions should qualify as a "reorganization" within
the meaning of Section
368 and no gain or loss generally should be recognized by U.S.
Holders. A tax opinion
must be filed whenever the tax consequences of a transaction are
material to an investor
and a representation as to tax consequences is set forth in the filing.
Please file a tax
opinion as an exhibit to the filing or provide us your analysis as to why
you do not believe such
an opinion is required. Refer to Item 601(b)(8) of Regulation S-
K and, for guidance,
Section III.A.2 (including footnote 39) of Staff Legal Bulletin No.
Frederico Figueira de Chaves
FirstName
Fusion FuelLastNameFrederico Figueira de Chaves
Green Limited
Comapany 8,
September NameFusion
2020 Fuel Green Limited
September
Page 2 8, 2020 Page 2
FirstName LastName
19. If there is uncertainty regarding the tax treatment of the share
exchange and merger,
counsel s opinion should discuss the degree of uncertainty.
2. We note your disclosure that Non-Irish Holders should not be within
the charge to Irish
tax on chargeable gains 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 Merger, unless the HL ordinary shares
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. Please file a tax opinion as an exhibit to the
filing with respect to
this tax consequence, or provide your analysis as to why you do not
believe such an
opinion is required. Refer to Item 601(b)(8) of Regulation S-K and,
for guidance, Section
III.A.2 (including footnote 40) of Staff Legal Bulletin No. 19.
Comparative Per Share Information, page 28
3. Revise to disclose book value per share. Please also tell us your
consideration of
providing equivalent per share data. Refer to Item 3(f) of Form F-4.
Risk Factors
The Parent Class A Ordinary Shares and HL Parent Warrants may not be listed on
a national
securities exchange after the business combination, page 30
4. Please describe in this risk factor the Nasdaq notice received by HL
Acquisitions Corp.
that such company was no longer in compliance with the Nasdaq Listing
Rule 5550(a)(3)
for continued listing due to its failure to maintain a minimum of 300
public holders, or tell
us why this does not present a material risk.
The Business Combination Proposals
Background of the Transactions, page 75
5. Please expand your disclosure to clarify how the minimum cash
condition and business
combination consideration were determined, including the issuance to
Fusion Fuel at
closing of 2,125,000 Class B ordinary shares and warrants to purchase
2,125,000 ordinary
shares and 1,137,000 of Class A ordinary shares and warrants to
purchase 1,137,000
ordinary shares upon achievement of certain earn-out targets.
6. We note you disclose on page 34 that the HL board relied on Webber
Research's valuation
of Fusion Fuel's business in approving the Transactions and you
disclose on page 81 that
the HL Board gave "considerable weight" to Webber Research's extensive
financial
evaluation of Fusion Fuel's business, as well as the business of
comparable publicly traded
companies. We further note you disclose on page 35 that in conducting
its analysis,
Webber Research relied upon projections with respect to the future
financial performance
of Fusion Fuel prepared by management of Fusion Fuel and the
assessments of the
management of HL and Fusion Fuel as to Fusion Fuel s existing and
future infrastructure,
contracts, products, technology, services, and projects. Please revise
to disclose the
Frederico Figueira de Chaves
FirstName
Fusion FuelLastNameFrederico Figueira de Chaves
Green Limited
Comapany 8,
September NameFusion
2020 Fuel Green Limited
September
Page 3 8, 2020 Page 3
FirstName LastName
information required by Item 4(b) of Form F-4 and include the
valuation as an exhibit as
required by Item 21(c) to Form F-4. In addition, file the consent of
Webber Research as
an exhibit. Please ensure you discuss the methods and assumptions used
to determine the
fair market value of Fusion Fuel, including the comparable publicly
traded companies
analysis and the specific financial information and projections
provided by Fusion Fuel.
Satisfaction of 80% Test, page 82
7. Please revise your disclosure to provide qualitative and quantitative
information as to how
you determined the fair value of Fusion Fuel and to clarify how the
board of directors
determined the fair value of the consideration issued to the
shareholders of Fusion Fuel
satisfied the 80% test.
Accounting for the Transactions, page 103
8. You determined that the transaction will be accounted for as a reverse
merger whereby
Fusion Fuel will be the accounting acquirer. Please provide us with a
summary of the
analysis you performed pursuant to IFRS 3.6 and 3.7 in making this
determination.
Address for us each of the factors outlined in paragraphs B13 through
B18 of IFRS 3. In
this regard, we note that HL Acquisition's existing stockholders are
expected to own
approximately 76.8% of the voting power of the Parent Ordinary Shares
outstanding.
Additionally, tell us what consideration you gave to 1) the
outstanding HL Acquisition
warrants to purchase 7,750,000 Class A ordinary shares in your
analysis, and 2) the
automatic conversion of the Parent Class B ordinary shares into an
equal number of Parent
Class A Ordinary Shares on December 31, 2023.
Unaudited Pro Forma Condensed Combined Financial Information, page 103
9. Please revise to disclose how you will account for the earnout
consideration of up to
1,137,000 Class A ordinary shares and 1,137,000 warrants that the
Fusion Fuel
shareholders will receive upon meeting certain milestones. Revise to
also disclose any
material non-recurring charges or credits which will be incurred
during the 12 months
succeeding the merger and share exchange transactions, including but
not limited to the
potential impact of the earnouts. Refer to Rule 11-02(b)(5) of
Regulation S-X.
Unaudited Pro Forma Condensed Combined Balance Sheet
June 30, 2020, page 105
10. You reduced your cash and cash deposit by $1.9 million in adjustment
(h), but you did not
describe what the adjustment represents. Revise the pro forma
footnotes to describe what
adjustment (h) represents.
11. You disclose that Pro Forma adjustment (i) represents the cash
disbursement to holders of
the redeemable ordinary shares for the redemption of ordinary shares
that could be
redeemed in connection with the Business Combination, assuming Maximum
Frederico Figueira de Chaves
FirstName
Fusion FuelLastNameFrederico Figueira de Chaves
Green Limited
Comapany 8,
September NameFusion
2020 Fuel Green Limited
September
Page 4 8, 2020 Page 4
FirstName LastName
Redemptions on page 106. However, you do not disclose any adjustment
(i) in your pro
forma balance sheet at June 30, 2020. Please revise as necessary.
The Pipe Proposal, page 129
12. Please expand your disclosure to disclose the percentage of voting
ordinary shares that
will be held by the PIPE Investors.
Business of Fusion Fuel, page 143
13. Please state the current stage of development and production of your
Hydrogen Generator
and include a detailed plan of operations. In the discussion of each
of your planned
activities, include specific information regarding each material event
or step required to
pursue each of your planned activities, including the timelines and
associated costs
accompanying each proposed step in your business plan. For example, we
note you
disclose that Fusion Fuel's Evora Project is scheduled to start
construction in the second
half of 2020 and is due to be completed between the end of 2020 and
the end of the first
quarter of 2021. Please disclose whether you have received all Plant
Permits or the status
of such permits.
14. Please revise to discuss any material impacts COVID-19 has had on your
business and
operations. In that regard, we note your risk factor disclosure on
page 46 states that the
COVID-19 pandemic has affected and may continue to affect Fusion
Fuel's business and
that Fusion Fuel's research and development, sales, marketing,
installation and operations
and maintenance activities have been delayed or disrupted.
Recognition by Local Authorities and Main Energy Stockholders, page 144
15. Please revise to clarify how Fusion Fuel began collaborating with the
Portuguese
Department of Energy and the Secretariat of State on Portugal's
contribution to the
European commitment to a hydrogen economy and the year in which such
collaboration
commenced. Also, please disclose how Fusion Fuel "plans" to
collaborate on the Green
Flamingo project and whether there are any agreements formalizing
their participation. In
that regard, we note you disclose on pages 145 and 149 that your Sines
1-5 projects are
expected to run from 2020-2025 and on page 149 that you are in
"discussions" for projects
in Sines, Portugal as part of Portugal's Hydrogen Strategy.
Company History, page 145
16. Please revise to provide more details regarding the University study
that tested your
technology, including the purpose of such study and the results
obtained.
Please also define "sound function" and "stated performance targets"
that were validated
by the University.
Markets/Geography & Order Status, page 149
17. Please provide the source information for the chart on page 149.
Frederico Figueira de Chaves
FirstName
Fusion FuelLastNameFrederico Figueira de Chaves
Green Limited
Comapany 8,
September NameFusion
2020 Fuel Green Limited
September
Page 5 8, 2020 Page 5
FirstName LastName
Fusion Fuel's Liquidity and Capital Resources, page 158
18. Please discuss Fusion Fuel's sources of liquidity and your capital
requirements for the next
12 months. Please also disclose the estimated cost of the Evora
Project and how you plan
to finance the Evora Project and Sines 1 Project. In that regard we
note you state that you
expect to secure financing "after their completion."
Dissenter's Rights, page 169
19. Please clarify whether a shareholder must vote against the merger to
exercise dissenter
rights.
Exhibits
20. We note you disclose that you have entered into three agreements with
MagP that are
critical to your business. Please file such agreements as exhibits to
your registration
statement or explain why you believe that you are not required to do
so. Refer to Item
601(b)(10) of Regulation S-K.
21. Please file an opinion as to the legality of the HL Parent Warrants
being registered
pursuant to your registration statement. For guidance, refer to
Section II.B.1.f of Staff
Legal Bulletin No. 19.
General
22. We note there will be a concentration of ownership post-Transactions.
Please clarify
whether you will be a "controlled company" under the definition of the
NASDAQ stock
exchange after the Transactions and provide appropriate disclosure in
your prospectus
summary, risk factors and elsewhere, as appropriate. Include
disclosure of any exemptions
available to you as a result and whether or not you currently intend
to use any such
exemptions.
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.
Frederico Figueira de Chaves
Fusion Fuel Green Limited
September 8, 2020
Page 6
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
September 8, 2020 Page 6
cc: David Feinberg
FirstName LastName