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United States securities and exchange commission logo
April 24, 2023
David Nock
General Counsel
Carbon Revolution Ltd.
Ten Earlsfort Terrace
Dublin 2, D02 T380
Ireland
Re: Carbon Revolution
Ltd.
Registration
Statement on Form F-4
Filed April 10,
2023
File No. 333-270047
Dear David Nock:
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. 1 to Registration Statement on Form F-4 filed April 10,
2023
General
1. We note your response
to comment 34 and reissue. Please provide us with Barclays' and
Evercore's IPO
engagement letters with Twin Ridge. Please revise to disclose any ongoing
obligations of the
company pursuant to the engagement letters that will survive the
termination of the
engagement, such as indemnification provisions, rights of first refusal
and lockups, and
discuss the impacts of those obligations on the company in the
registration statement.
Additionally, please revise to disclose that the company has agreed
to reimburse Barclays
for up to $115,000 of expenses.
David Nock
FirstName LastNameDavid Nock
Carbon Revolution Ltd.
Comapany
April NameCarbon Revolution Ltd.
24, 2023
April 224, 2023 Page 2
Page
FirstName LastName
What happens if a substantial number of Public Shareholders vote in favor of
the Business
Combination..., page 37
2. Please revise the Additional Dilution Sources portion of the table to
include the
potential issuances of shares under the Equity Purchase Agreement and
upon conversion
of the convertible bonds issued in the Convertible Bond Financing.
Unaudited Pro Forma Condensed Combined Financial Information, page 181
3. Your disclosure on page 117 indicates that the business combination
will not be
completed if, immediately prior to the closing and after the payment
of all transaction and
other expenses payable by Twin Ridge and payments for redemptions,
Twin Ridge does
not have net tangible assets of at least USD $5,000,001. Given this
disclosure and your
disclosure in footnote 4 on page 28 indicating that the maximum
redemption scenario does
not take into effect the requirement that net tangible assets must
remain above $5,000,001,
it does not appear that your current maximum redemption scenario is
possible.
Accordingly, it appears you should modify your pro forma presentation
and other
disclosures throughout the filing to present a maximum redemption
scenario that
contemplates Twin Ridge having $5,000,001 of net tangible assets in
order to
consummate the merger, or otherwise explain to us why your current
presentation presents
a realistic scenario that will allow the merger to proceed. Also
demonstrate how you
determined, if true, that Twin Ridge will meet the $5,000,001
threshold in the 75%
redemption scenario.
4. We note your disclosure on page 28 depicting transaction fees of $20
million for each
redemption scenario while noting that pro forma transaction fees are
greater than $20
million. We further refer to page A-11 of Annex A which states "On the
Closing Date
following the Closing, SPAC shall pay or cause to be paid by wire
transfer of immediately
available funds all such Outstanding SPAC Transaction Expenses up to
an amount equal
to $20 million. In such case that the amount of Outstanding SPAC
Transaction Expenses
is greater than $20 million, the Parties shall work together in good
faith (including through
having discussions with the applicable vendors) in order to reduce
such amount to be no
greater than $20 million." Please revise your filing to explain
whether incurring
transaction expenses greater than $20 million could nullify the merger
should there not be
agreement to reduce such fees and explain what steps have been taken
to negotiate the
fees.
5. Please present your pro forma adjustments gross on the face of the pro
forma financial
statements. We note, for example, that the cash and cash equivalents
line item in the
maximum redemption scenario shows no adjustment on the face of the
balance sheet
despite multiple offsetting items.
Unaudited Pro Forma Condensed Combined Balance Sheet as of December 31, 2022,
page 187
6. We note your presentation of negative cash balances in the 75% and
maximum
David Nock
Carbon Revolution Ltd.
April 24, 2023
Page 3
redemption scenarios on your pro forma balance sheet. Citing
authoritative accounting
guidance, tell us why you present a negative cash balance as opposed
to classifying the
negative balance within liabilities.
3. Adjustments to Unaudited Pro Forma Condensed Combined Financial Information,
page 193
7. We note your responses to comments 12 and 15 and the revisions made to
footnote (b) on
page 193 where you discuss pro forma adjustments for two IFRS 2
charges involving the
issuance of 60,000 and 3,350,000 Class B shares. Please tell us and
revise your
disclosures to clarify where these IFRS 2 charges have been reflected
in your pro forma
statements of operations. Provide cross-references to other pro forma
adjustments as
applicable. To the extent that the $16.4 million charge has been
included in pro forma
adjustment 1C.1, tell us and revise your disclosures to specify what
the remainder of the
AUD $25.2 million adjustment represents.
Unaudited Consolidated Financial Statements, page F-24
8. Please revise your filing to include Carbon Revolution's name in the
header of the interim
financial statements beginning on page F-24.
Notes to the unaudited condensed consolidated financial statements
Note 4: Other income, page F-34
9. We note your response to comment 31 and your accounting policy to
classify grants for
the acquisition of long-term assets within investing cash flows.
Considering the grants
received from the Australian Federal Government for the Modern
Manufacturing
Initiative and from the State of Victoria appear either wholly or
partially related to capital
expenditures, please clarify why you classify these grants within
operating activities
instead of investing activities.
You may contact Mindy Hooker at 202-551-3732 or Andrew Blume at
202-551-3254 if
you have questions regarding comments on the financial statements and related
matters. Please
contact Evan Ewing at 202-551-5920 or Jay Ingram at 202-551-3397 with any other
questions.
FirstName LastNameDavid Nock Sincerely,
Comapany NameCarbon Revolution Ltd.
Division of
Corporation Finance
April 24, 2023 Page 3 Office of
Manufacturing
FirstName LastName