SecProbe.io

July 9, 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. 2 to Draft Registration Statement on Form F-1
Submitted June 21, 2024
CIK No. 0001863934
Dear Ofer Vicus:
            We have reviewed your amended draft registration statement and have the following
comments.
            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. Unless we note otherwise, any references to prior comments are to comments in our
June 4, 2024 letter.
Amendment No. 1 to Registration Statement on Form F-1
Prospectus Summary , page 1
1.We note your response to prior comment 1 and reissue in part. You state that you are
currently in the stage of scaling up your technology to a commercial process for your
plastic and bitumen applications. Please revise to disclose your recurring net losses and
clarify that your technology has not yet tested in a commercial setting. Please also revise
here to describe the challenges and timeline to test your products for commercial
development.

July 9, 2024
Page 2
Risk Factors
We are subject to numerous environmental and health and safety laws and any breach of such
laws may have a material adverse effect, page 16
2.We note the general statement that you are subject to numerous environmental and health
and safety laws, including statutes, regulations, bylaws and other legal requirements.
Please revise your risk factor or your governmental regulations section to describe
the environmental and health and safety laws that materially impact you in the
jurisdictions that you operate and where you intend to offer your services and products.
Summary of Current Projects, page 23
3.We note your response to our prior comment 4. It appears that your projects do not have
definitive partnership agreements in place but are reliant on letters of intent. As an
example only, we note your letter of intent with Prospera Energy Inc. in which the
Company receives a monthly fee of $25,000. Please expand your disclosure to include a
discussion regarding these letters of intent and fully describe what steps or milestones
must be achieved before entry into definitive partnership agreements.
Government Regulation, page 31
4.Please revise to substantiate the statement that you do not foresee any negative affect on
your business by the developing regulatory environment.
The Business Model, page 34
5.We note your response to our prior comment 9 and reissue our comment. We note your
disclosure that you "believe that [y]our commercialized products and energy platform will
be 'cleaner' in comparison to today's approaches since [you] expect they will operate at
lower energy modes, have a higher tolerance for contamination, produce higher yields and
higher quality products, and will operate in smaller scale versions compared to
commercial alternatives." Additionally, we note your disclosure that you "are currently in
discussions with several organizations to establish a project to substantiate and quantify
[y]our GHG footprint and provide a life cycle analysis that will be unique to [y]our
platform and products." Please revise or substantiate how your products and platform are
currently clean and describe how you will consider the GHG footprint and life cycle
analysis.
Report of Independent Registered Public Accounting Firm, page F-2
6.It is not clear why you omitted the Report of Independent Registered Public Accounting
Firm from this filing. Your next amendment should include this report.
General
We note your response to our prior comment 19 and reissue the comment in part. Please
file all material agreements as exhibits to your registration statement or provide an
analysis explaining why you are not required to do so. For example, you state that
your revenue of $109,629 for the year ended May 31, 2023 related to revenue earned
following the "completion of services pursuant to a collaboration agreement with a
confidential publicly traded organisation for execution of a proof of concept and 7.

July 9, 2024
Page 3
evaluation of our HPUHydrochemolytic™ Plastics Upcycling technology." You also
disclose that in consideration for the services to be provided in Phase 1, Prospera agreed
to pay you a monthly fee of $25,000 CAD plus applicable taxes, with the total fees for the
completion and delivery of Phase 1 scope capped at $125,000 plus applicable taxes. As of
the recent period, these agreements appear to be material to you given your limited
revenues and development to date. Please revise.
8.Please supplementally provide us with copies of all written communications, as defined in
Rule 405 under the Securities Act, that you, or anyone authorized to do so on your behalf,
have presented or expect to present to potential investors in reliance on Section 5(d) of the
Securities Act, whether or not they retain copies of the communications.
            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