SecProbe.io

United States securities and exchange commission logo
June 4, 2024
Ofer Vicus
Chief Executive Officer and Director
Aduro Clean Technologies Inc.
542 Newbold St.
London, Ontario N6E 2S5, Canada
Re:Aduro Clean Technologies Inc.
Amendment No. 1 Draft Registration Statement on Form F-1
Submitted May 8, 2024
CIK No. 0001863934
Dear Ofer Vicus:
            We have reviewed your draft registration statement and have the following comment(s).
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR. If you do not believe a comment applies to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to this letter and your amended
draft registration statement or filed registration statement, we may have additional comments.
Amendment No. 1 to Draft Registration Statement Submitted May 8, 2024
Prospectus Summary
Our Business, page 5
1.Please revise to balance your prospectus summary to further describe the status of and
challenges to the development of your products. Please also revise to clarify whether you
currently have any definitive partnership agreements in place.
Risk Factors
We depend on certain key personnel, and our success will depend on our continued ability to
retain and attract such qualified personnel, page 14
2.Please expand this risk factor to specifically describe your reliance on key personnel to
operate your business and develop your products.

 FirstName LastNameOfer Vicus
 Comapany NameAduro Clean Technologies Inc.
 June 4, 2024 Page 2
 FirstName LastNameOfer Vicus
Aduro Clean Technologies Inc.
June 4, 2024
Page 2

History and Development of Our Comapny, page 21
3.We note your disclosure that "[t]he operation of the show room unit to obtain Product by
application of Aduro Energy's technology needed to be independently validated by
Professor Paul Charpentier or such other independent third party agreed upon by us and
Aduro Energy." You also disclose that you are a party to a three year joint research project
led by Dr. Paul A. Charpentier and Dr. Cedric L. Briens of University of Western
Ontario. Please disclose whether you provided funding for such projects and provide a
brief summary of Dr. Paul A. Charpentier and Dr. Cedric L. Briens' expertise and
experience to provide context for your disclosures.
4.You disclose commencement of discussions with a number of companies regarding
potential partnerships. For example, on page 22, we note your disclosure of discussions
with Switch Energy Corp. and Brightlands. Please update your disclosure to describe the
outcome of each discussion and clarify whether you have entered into any partnership
agreements. Additionally, if the company has entered into an agreement with any
company, please file such agreement as an exhibit to the registration statement or provide
us with an analysis supporting a determination that you are not required to file them as
exhibits. See Item 8 of Form F-1 and Item 19 of Form 20-F.
5.You describe your technology as "novel" throughout your prospectus. For example, you
state on page 22 that your "objective of the partnership is to complete an installation that
applies HCT, a novel technology developed by your company." Additionally, on page 25
when referring to your company, you state that "Aduro Energy has developed a novel
chemical conversion process..." Additionally, we note your disclosure on page 27
that "[you] believe this makes it significantly more environment-friendly than established
alternative..."  For all statements throughout your prospectus regarding your technology or
products that you consider novel, please substantiate your claims or remove such
statements.
6.We note your disclosure on page 23 that you were selected by the "Shell GameChanger
program to apply [your] novel HCT produce sustainable naphtha cracker feedback from
polyethylene and polypropylene, individually or on a mixed basis, and to also convert
polystyrene into useful platform chemicals." Please revise your disclosure to clarify
whether Shell GameChanger is a private organization or a governmental
entity. Additionally, you disclose that on September 5, 2023, you had passed the midpoint
of your project as part of the Shell GameChanger program with the successful completion
of the first three of six phases. Please update your disclosure regarding the status of and
funding for this project and describe the intended deliverables at the conclusion of this
project.
7.In regard to the descriptions of your reactors and facilities, please consider including a
separate sub-section to more clearly describe these projects and developments. For

 FirstName LastNameOfer Vicus
 Comapany NameAduro Clean Technologies Inc.
 June 4, 2024 Page 3
 FirstName LastNameOfer Vicus
Aduro Clean Technologies Inc.
June 4, 2024
Page 3
example, you disclose that in December 2022 you completed the construction and
mechanical assembly of your pilot-scale Hydrochemolytic™ continuous flow plastic (“R2
Plastic”) reactor. You also disclose that plans for testing and certifications are in place and
final certification by the Technical Standard and Safety Authority is progressing with
registration "expected later this month" and that once certified, the reactor unit will be
moved to the newly expanded laboratory in London, Ontario, Canada for final testing and
commissioning. Please revise to update your disclosures regarding the testing and
certification for the R2 Plastic reactor. If you have not received certification for your
reactors, please clarify.

8.We note the disclosure regarding your Customer Engagement Program ("CEP") and the
addition of two new participants, a "leading global multinational food packaging
company" and a "leading multinational building materials company." Please revise to
clarify that while you plan to "cultivate partnerships with key industry stakeholders and to
pave the way for upcoming commercial projects" through your CEP, you currently do not
have definitive partnership agreements with these parties.
The Business Model, page 29
9.We note disclosure regarding your "clean" energy platform and that you will include
environmental considerations including GHG footprint and life cycle analysis. Please
revise or substantiate how your products and platform are clean and describe how you will
consider the GHG footprint and life cycle analysis.
Competitive Companies, page 31
10.Please revise to identify any existing competitors in the HCT platform market that use a
similar technique and/or have obtained intellectual property rights relating to or similar to
those used for your product.
Information on Our Company
Government Regulation, page 31
11.We note your disclosure on page 32. Please revise to clarify whether there are existing or
anticipated government regulations affecting your business, and if so, describe the
material regulations and their effects.
Use of Proceeds, page 35
12.We note your disclosure that you intend to use the net proceeds from this offering for
general corporate purposes, which may include increasing your working capital. Please
revise this section to provide more specific detail regarding the use of the funds to be
allocated to general corporate purposes. In this regard, please disclose the estimated net
amount of the proceeds broken down into each principal intended use thereof. If the
anticipated proceeds will not be sufficient to fund all the proposed purposes, the order of

 FirstName LastNameOfer Vicus
 Comapany NameAduro Clean Technologies Inc.
 June 4, 2024 Page 4
 FirstName LastNameOfer Vicus
Aduro Clean Technologies Inc.
June 4, 2024
Page 4
priority of such purposes should be given, as well as the amount and sources of other
funds needed. If the company has no specific plans for the proceeds, please discuss the
principal reasons for the offering. See Item 3.C of Form 20-F.
Directors, Senior Management and Employees , page 48
13. Please revise to provide additional information to describe the business experience,
functions and areas of experience of your directors and senior management. Please also
include the date of expiration of the current term of office, if applicable, and the period
during which the person has served in that office. For guidance, see Form F-1 and Item 6
to Form 20-F.
Employment, Consulting and Management Agreement, page 53
14.We note your agreements with several Directors, Senior Managers and Employees. Please
expand your disclosure to include a summary of the material terms of eachmanagement
contract or compensatory plan, contract or arrangement with your directors or members of
your administrative, supervisory or management bodies. Please also file the agreements as
exhibits to the registration statement or tell us why you believe you are not required to do
so. Refer to Instructions to Exhibits Section 4(c) of Form 20-F.
Experts, page 88
15.The disclosure indicates that De Visser Gray LLP's audit report contains an explanatory
paragraph regarding your ability to continue as a going concern. However, we note that
their report, as presented on page F-2, does not contain such a paragraph. Please address
this apparent inconsistency.
Consolidated Statements of Loss and Comprehensive Loss , page F-5
16.We note you present stock-based compensation as a separate line item in your
consolidated statements of income (loss). Expenses related to share-based payment
arrangements should be presented in the same line or lines as cash compensation paid to
the same employees. Please reference SAB Topic 14-F and revise accordingly.  Also
address this comment as it relates to your interim financial statements.

Critical Accounting Policies, page F-14
17.Your critical accounting estimate for share purchase warrants and stock options on page
F-14 indicates that management used the volatility of the shares of four companies that
management estimated were similar in nature to the Company activities. Please expand
your disclosures to address why you did not use the Company's share volatility given its
trading on the OTC Markets Group since July 23, 2021.  Address any potential
implications of using the estimated volatility rather than the Company's share volatility.

 FirstName LastNameOfer Vicus
 Comapany NameAduro Clean Technologies Inc.
 June 4, 2024 Page 5
 FirstName LastName
Ofer Vicus
Aduro Clean Technologies Inc.
June 4, 2024
Page 5
General
18.Refer to your Exchange Rate table on page 4. Please provide the Exchange Rate for
the month end of April 30, 2024.
19.Please file all material agreements as exhibits to your registration statement. For example,
please file your loan agreements, such as the loan agreement with the Business
Development Bank of Canada, and agreements governing transactions with related
parties. For guidance, see Item 8 of Form F-1 and Item 19 of Form 20-F.
            Please contact Tayyaba Shafique at 202-551-2110 or Jeanne Baker at 202-551-3691 if
you have questions regarding comments on the financial statements and related matters. Please
contact Robert Augustin at 202-551-8483 or Lauren Nguyen at 202-551-3642 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services
cc:       Andrew Stewart