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United States securities and exchange commission logo
March 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 February 27, 2023
File No. 333-270047
Dear David Nock:
            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.
Form F-4 filed February 27, 2023
Market and Industry Data, page 6
1.We note your disclosure that you obtained some of the market and industry data included
in the registration statement from various third-party sources and that you have not
independently verified this information. This statement appears to imply a disclaimer of
responsibility for this information in the registration statement. Please either revise this
section to remove such implication or specifically state that you are liable for all
information in the registration statement.

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 Comapany NameCarbon Revolution Ltd.
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 FirstName LastNameDavid Nock
Carbon Revolution Ltd.
March 24, 2023
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Sources and Uses of Consideration Provided by Twin Ridge to MergeCo in the Business
Combination, page 20
2.It appears that the Cash and Investment Held in the Trust Account amount in the
maximum redemption table does not reflect the impact of 100% of the Twin Ridge Class
A ordinary shares being redeemed in connection with the business combination. Please
clarify or update.
Market Price and Dividend Information
Carbon Revolution , page 23
3.Please revise to briefly discuss the reasons that trading of shares of Carbon Revolution
was temporarily suspended on October 31, 2022 and also provide the current share price
on ASX. Additionally, revise to state that shares of Carbon Revolution will cease to be
quoted on the ASX after the closing of the business combination.
What interests do the current Twin Ridge shareholders and Twin Ridge's other current officers
and directors have..., page 32
4.We note the disclosure that the personal and financial interests of the Sponsor as well as
Twin Ridge’s executive officers and directors may have influenced their motivation in
identifying and selecting Carbon Revolution as a business combination target. Please
revise to discuss how the board considered those conflicts in negotiating and
recommending the business combination.
Carbon Revolution's or a third party's information technology system..., page 63
5.We note that there has been a previous instance of unauthorized access of Carbon
Revolution’s IT systems and that when the issue was identified, access was terminated
and steps were then taken to increase security. Please expand your disclosure to discuss
the magnitude of the incident, its consequences and, if material, any impact to Carbon
Revolution's financial condition. Additionally, please describe the extent and nature of the
role of the board of directors in overseeing cybersecurity risks, including in connection
with the company’s supply chain/suppliers/service providers.
Tax Consequences of the Merger to U.S. Holders, page 117
6.We note that you intend that the merger will qualify as a "reorganization" within the
meaning of Section 368(a). Please revise your disclosures to more clearly state counsel's
tax opinion on whether the transaction will qualify as a reorganization. Also, state in your
disclosure that the discussion is the opinion of tax counsel and identify counsel. Whenever
there is significant doubt about the tax consequences of the transaction, it is permissible
for the tax opinion to use “should” rather than “will,” but counsel providing the opinion
must explain why it cannot give a “will” opinion and describe the degree of uncertainty in
the opinion. Refer to Sections III.B and C of Staff Legal Bulletin 19.

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Carbon Revolution Ltd.
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Background to the Business Combination, page 148
7.We note that financial projections without assumptions were presented to Twin Ridge on
October 24, 2022 and revised projections with assumptions were presented to Twin Ridge
and Craig-Hallum on November 13, 2022. Please tell us whether the October 24, 2022
projections are materially the same as the projections included in the registration
statement. If the projections are materially different, please explain these differences, what
changes were made and why. Additionally, disclose any discussions relating to the
assumptions underlying any projections.
Certain Unaudited Carbon Revolution Projected Financial Information, page 167
8.Please expand your disclosure to discuss the material assumptions underlying your
estimated backlog, quantifying where applicable. Additionally, please revise to disclose
the number of years remaining in the lifetime of the programs included in the estimated
backlog and the basis for, and risk related to, including backlog for years beyond CY2024.
Unaudited Pro Forma Condensed Combined Financial Information, page 174
9.We note your disclosure on page 178 that MergeCo intends to grant equity incentive
awards equal to 5% of the number of issued and outstanding MergeCo ordinary shares
immediately after the closing of the business combination.  Please prominently disclose, if
true, that the pro forma financial statements have not been adjusted to reflect such
issuance.  To the extent the compensation charge is expected to be material, please
disclose as such and, if quantifiable, disclose the expected amount or range of the
compensation charge.
Unaudited Pro Forma Condensed Combined Balance Sheet as of June 30, 2022, page 179
10.Please disclose on the face of the pro forma balance sheet the pro forma common stock
issued and outstanding.
Notes to Unaudited Pro Forma Condensed Financial Information
1. Basis of Presentation, page 182
11.We note you "arithmetically derived" Twin Ridge's income statement for the year ended
June 30, 2022 from other financial statements.  Please clearly disclose your methodology
for deriving the related statement of operations.  Also disclose the exchange rate(s) used in
translating the Twin Ridge financial statements to Australian dollars.
3. Adjustments to Unaudited Pro Forma Condensed Combined Financial Information, page 183
12.Regarding pro forma adjustment (b), please explain to us in greater detail and revise your
disclosures to clarify what this adjustment represents and why it is necessary.  In doing so,
explain how you determined the $34.6 million fair value of the Founder Shares and tell us
why your pro forma statement of operations does not appear to reflect an adjustment for

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Carbon Revolution Ltd.
March 24, 2023
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the corresponding compensation charge.  Additionally, quantify the fair value of the
shares transferred to the directors and explain your consideration of whether a pro forma
compensation charge is necessary given the assumed consummation of the
recapitalization for pro forma purposes.
13.We note that pro forma adjustment 1A impacts borrowings and equity in addition to cash
and marketable securities.  Please revise your footnote to provide a more comprehensive
explanation of all items included in this pro forma adjustment.
14.Please tell us how you determined the waiver of deferred underwriting fees reflected
in pro forma adjustment 1B should be recorded within income on your statement of
operations rather than as an adjustment to equity.
15.Please revise your description of pro forma adjustment 1C.1 to explain in greater detail the
nature and terms of the share based award payment to advisors.
16.We note that pro forma adjustments 1C, 1D, 1D.1, 1D.2 and 1D.3 reflect estimated direct
and incremental transaction costs.  Citing authoritative accounting guidance, as applicable,
please tell us and disclose how Twin Ridge and Carbon Revolution account for all
transaction costs.  Clearly describe any costs reflected as a reduction of equity rather than
expensed.  Also revise your disclosures to more fully describe the nature, amounts, and
pro forma treatment of transaction costs included under each redemption scenario.
Consider providing a tabular presentation.
17.We note your disclosure on page 176 that a 100% redemption scenario will result in an
IFRS 2 charge for the excess of fair value of MergeCo shares issued to Twin Ridge
shareholders.  Please revise your pro forma financial statement footnotes to clearly
disclose where this charge has been reflected in the pro forma statement of operations.
Also revise the footnotes to prominently disclose that the maximum redemption scenario
would result in a negative cash balance.
Business of Carbon Revolution and Certain Information About Carbon Revolution, page 186
18.We note that you quantify revenue forecasts for fiscal years 2023 and 2024 on page 186.
Please revise your disclosures to fully comply with Item 10(b) of Regulation S-K.  In
particular, we note that Item 10(b)(2) indicates revenues, net income (loss) and earnings
(loss) per share usually are presented together in order to avoid any misleading inferences
that may arise when the individual items reflect contradictory trends and that it generally
would be misleading to present revenue projections without one of the foregoing measures
of income.  In addition, confirm that going forward, pursuant to Item 10(b)(3)(iii), you
will make full and prompt disclosure of material facts, both favorable and unfavorable,
regarding previously issued projections.
19.Please revise to elaborate on the Mega-line project. Clearly state the expected timeline for
each phase of the Mega-line project, your current production capacity, your expected
production capacity at each phase of the Mega-line project and an estimate of the capital

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 Comapany NameCarbon Revolution Ltd.
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Carbon Revolution Ltd.
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expenditures required to complete each phase of the project.

20.Please expand your disclosure to include a description of the sources and availability of
raw materials, including a description of whether prices of principal raw materials are
volatile. Refer to Item 4.B.4. of Form 20-F.
The Company, page 186
21.We note your discussion of projected revenue in this section differs from the revenue
projections disclosed on page 170. Please revise to (i) clarify which are the latest
projections, (ii) clarify if the projections relate to the calendar year or your fiscal year, (iii)
discuss material differences from the projections provided to Twin Ridge and Craig-
Hallum and (iv) provide the material assumptions underlying the projections and the
limitations of those projections.
Management's Discussion and Analysis of Financial Condition and Results of Operations of
Carbon Revolution, page 200
22.If applicable, please expand your discussion of interest rates to describe their impact on
your financial condition, including your balance sheet. For example, given rising rates,
describe any resulting impacts on your inventory, accounts payable, long-term debt or
accrued expense balances. Expand your disclosure to describe how you are funding these
additional costs.
23.We note that you have experienced supply chain disruptions. Specify whether these
challenges have materially impacted your results of operations or capital resources and
quantify, to the extent possible, how your sales, profits, and/or liquidity have been
impacted. Revise to discuss known trends or uncertainties resulting from mitigation
efforts undertaken, if any. Explain whether any mitigation efforts introduce new material
risks, including those related to product quality, reliability or regulatory approval of
products.
24.If applicable, please expand your disclosure to identify the principal factors contributing
to the inflationary pressures the company has experienced and clarify the resulting impact
to the company. Please also update your disclosure to identify actions planned or taken, if
any, to mitigate inflationary pressures.
Management's Discussion and Analysis of Financial Condition and Results of Operations of
Carbon Revolution
Capital Employed (in AUD, as of June 30, 2022), page 205
25.We note that your presentation of “working capital” is calculated as receivables plus
inventories less payables.  Considering your adjusted working capital measure excludes
certain current liabilities, please tell us how your presentation complies with Item
10(e)(1)(ii)(A) of Regulation S-K, which generally prohibits excluding charges or

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Carbon Revolution Ltd.
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liabilities that required or will require cash settlement from non-GAAP liquidity
measures.  Also see the third bullet of Question 102.10(a) of the Compliance and
Disclosure Interpretations on Non-GAAP Financial Measures.
26.Please clearly disclose how you calculate debtor days and inventory days.  To the extent
you use average balances, ensure you specify how the average is determined.
Current Outlook, page 206
27.We note that you are pursuing short-term bridge funding and a new debt facility. Please
revise to provide an update on the status of the bridge funding and new debt facility.
Critical Accounting Policies and Estimates, page 211
28.We note that you perform impairment testing of fixed assets, intangible assets, and right
of use assets at the consolidated entity level.  Please tell us in sufficient detail how your
impairment methodology complies with IAS 36 and why the recoverable amount of each
asset type cannot be estimated on an individual basis or at a cash-generating unit below
the consolidated level.
Management of MergeCo Following the Business Combination, page 229
29.We note your disclosure on page 248 that MergeCo's board shall be divided into three
classes. Please revise to specify the class and term of each director and director nominee.
Index to Financial Statements , page F-1
30.We note that Carbon Revolution Limited financial statements for the half-year ended
December 31, 2022 have been provided on its website.  Please include the interim
financial statements in your next amendment.  See Item 8.A.5 of Form 20-F.
Carbon Revolution Limited Audited Financial Statements
Notes to the financial statements
Government grants, page F-53
31.We note that you reflected payments related to the Australian Federal Government's
JobKeeper scheme within operating activities on your statement of cash flows.  Please tell
us and disclose your accounting policy for classifying government grants on your
statement of cash flows and explain how your accounting treatment complies with IAS 7
and IAS 20.
Exhibits
32.Please file the following agreements or explain why you are not required to do so:
•material lease agreements;
•material debt agreements; and
•a form of indemnification agreement with MergeCo.

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 Comapany NameCarbon Revolution Ltd.
 March 24, 2023 Page 7
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Carbon Revolution Ltd.
March 24, 2023
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General
33.Please provide us with any correspondence between Barclays, Evercore and Twin Ridge
relating to the resi