IPO - Crown LNG Holdings Ltd

Form Type: CORRESP

Filing Date: 2025-03-14

Corporate Action: Ipo

Type: Update

Accession Number: 000119312525054626

Filing Summary: Crown LNG Holdings Limited has submitted Amendment No. 7 to their Registration Statement on Form F-1, file number 333-282396, to the U.S. Securities and Exchange Commission. They are requesting the acceleration of the registration's effectiveness to become effective at 4:00 p.m. ET on March 14, 2025, or as soon as practicable thereafter. Upon the declaration of effectiveness, Crown LNG has requested confirmation via their counsel, Andrew M. Tucker, through provided contact information.

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Form Type: F-1/A

Filing Date: 2025-03-13

Corporate Action: Ipo

Type: Update

Accession Number: 000119312525053115

Filing Summary: Crown LNG Holdings Limited filed an amendment to their registration statement under the Securities Act of 1933 on March 12, 2025, relating to the resale of up to 488,030,425 Ordinary Shares by certain selling securityholders. The document outlines the specifics of the securities being offered, including those issuable upon exercise of warrants and various agreements related to private placements. Significant portions of the shares are designated to insiders of the company and other strategic investors, highlighting their potentially advantageous pricing compared to market rates. The amendment also details the implications of the resale of these shares on market dynamics, including potential volatility and impact on stock prices. The merger consideration from a prior business combination aligns with this IPO effort as the company navigates its listing under the Nasdaq Capital Market.

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Form Type: F-1/A

Filing Date: 2025-03-05

Corporate Action: Ipo

Type: Update

Accession Number: 000119312525047230

Filing Summary: This document is Amendment No. 6 to the Form F-1 Registration Statement filed by Crown LNG Holdings Limited, exclusively intended for amendments related to Item 21 and the inclusion of certain exhibits. It does not alter the existing prospectus or earlier items. The registration seeks to outline information pertinent to the company's securities offering and is in line with the Securities Act of 1933. The proposed sale of the company’s securities is set to commence promptly after the registration becomes effective. The document lists various amendments to the Business Combination Agreement and other significant exhibits relevant to the registration process, including essential agreements related to the company’s corporate structure and securities management. Additionally, the company has confirmed its status as an emerging growth entity under the Securities Act.

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Form Type: F-1/A

Filing Date: 2025-02-24

Corporate Action: Ipo

Type: Update

Accession Number: 000119312525033502

Filing Summary: This document is Amendment No. 5 to the Registration Statement on Form F-1 for Crown LNG Holdings Limited, filed with the SEC. It focuses on amending Item 21 of Part II and includes certain exhibits. This amendment is essential for proceeding with the proposed public offering of securities as soon as this registration statement becomes effective. The registrant confirms its status as an emerging growth company and indicates that it has not elected to use the extended transition period for new accounting standards. The filing includes detailed references to various agreements, particularly related to business combinations and amendments associated with Catcha and other entities. Key amendments to previous agreements are highlighted, specifically those concerning significant business combinations and shareholder rights.

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Form Type: F-1/A

Filing Date: 2025-02-07

Corporate Action: Ipo

Type: Update

Accession Number: 000119312525022756

Filing Summary: Crown LNG Holdings Limited has filed an Amendment No. 3 to its Form F-1 Registration Statement with the SEC, indicating a secondary offering of up to 488,030,425 ordinary shares and 7,346,632 warrants. This offering includes various warrants from prior transactions related to the company’s business combination with Catcha, which closed on July 9, 2024. The shares being registered represent approximately 105.79% of the total Class A Ordinary Shares outstanding as of February 3, 2025. The document details various sales and transactions involving ordinary shares, including those subject to contractual lock-up agreements. It emphasizes the risks associated with significant selling of shares and the implications for the market price. The closure price of the ordinary shares was $0.449 on February 3, 2025, which may influence the exercise of warrants by holders. The filing declares that it is registering these securities to satisfy certain registration rights granted and notes that the company will not receive proceeds from the sale other than those from the Arena Selling Securityholder. It elaborates on the terms of potential share issuance and states that the company's structure involves unique risks for investors, especially concerning operations in India.

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Form Type: CORRESP

Filing Date: 2025-01-17

Corporate Action: Ipo

Type: Update

Accession Number: 000119312525008490

Filing Summary: Crown LNG Holdings Ltd is responding to a Comment Letter from the SEC dated January 7, 2025, regarding Amendment No. 1 to their Registration Statement on Form F-1 filed on December 20, 2024. The Company has submitted Amendment No. 2 to update the Registration Statement and to address comments from the SEC. Key updates include revisions to Management's Discussion and Analysis (MD&A) to clarify that Selling Securityholders can sell their shares while the registration statement is effective. Additional clarifications were made concerning the registration of common stock underlying privately placed warrants, stating that these warrants will only be exercised for third parties not participating in prior private placements. The Company also confirmed the registration of up to 30,000,000 Ordinary Shares through an Equity Line of Credit (ELOC) with Arena and outlined material terms including the requirement to name Arena as an underwriter and discuss potential risks related to the transaction, including dilution and restrictions under Regulation M. The document emphasizes the urgency for the SEC's timely review due to the Company's registration timeline.

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Form Type: F-1/A

Filing Date: 2025-01-17

Corporate Action: Ipo

Type: Update

Accession Number: 000119312525008484

Filing Summary: Crown LNG Holdings Limited filed an Amendment No. 2 to its Form F-1 Registration Statement with the SEC to facilitate the resale of 488,030,425 Ordinary Shares and 7,346,632 Warrants. This registration is intended to satisfy certain registration rights granted to Selling Securityholders. The filing includes detailed information on the Business Combination completed on July 9, 2024, with Catcha Investment Corp, where the two companies merged, creating a new entity that will conduct operations. This document highlights various aspects of the proposed sale including the potential risks and rewards associated with the share sales, the conditions around the exercise of the warrants, and the market implications of these transactions. The filing asserts that the selling securityholders may experience significant profits due to the discrepancy between acquisition prices and market prices of Ordinary Shares, noting the company's emerging growth status and the implications of the shares being a substantial portion of the public float.

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Form Type: CORRESP

Filing Date: 2024-12-20

Corporate Action: Ipo

Type: Update

Accession Number: 000119312524283276

Filing Summary: Crown LNG Holdings Ltd is submitting Amendment No. 1 to its Registration Statement on Form F-1 in response to a comment letter from the SEC dated October 23, 2024. The amendment updates the disclosure regarding the price paid by Selling Securityholders for the securities being registered for resale and provides details about the exercise prices of warrants in relation to market prices. The company acknowledges significant redemptions of shares which impact public flotation and trading prices, emphasizing the risks these sales pose on the market for their Class A Ordinary Shares. Furthermore, the company has addressed compliance with NYSE American standards due to a tardy 10-K filing and has updated financial statements and risk factors related to capital liquidity amidst its ongoing projects. The company has entered into a $50M Equity Line of Credit to support operations, along with negotiating additional funds to maintain project activity. The filing clarifies the registration of securities as a secondary offering rather than a primary issuance, addressing regulatory comments to ensure compliance with SEC requirements.

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