SecProbe.io

October 23, 2024
Jorn Husemoen
Chief Financial Officer
Crown LNG Holdings Ltd
37th Floor
1 Canada Square
Canary Wharf, London
Greater London E14 5AA
United Kingdom
Re:Crown LNG Holdings Ltd
Registration Statement on Form F-1
Filed September 30, 2024
File No. 333-282396
Dear Jorn Husemoen:
            We have conducted a limited review of your registration statement and have the
following comment(s).
            Please respond to this letter by amending your registration statement and providing
the requested information. 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 any amendment to your registration statement and the information
you provide in response to this letter, we may have additional comments.
Registration Statement on Form F-1 filed September 30, 2024
Cover Page
1.For each of the securities being registered for resale, disclose the price that the Selling
Securityholders paid for such securities.
Disclose the exercise price(s) of the warrants compared to the market price of the
underlying securities. If the warrants are out the money, please disclose the likelihood
that warrant holders will not exercise their warrants. Provide similar disclosure in the
prospectus summary, risk factors, MD&A and use of proceeds section and disclose
that cash proceeds associated with the exercises of the warrants are dependent on the
stock price. As applicable, describe the impact on your liquidity and update the 2.

October 23, 2024
Page 2
discussion on the ability of your company to fund your operations on a prospective
basis with your current cash on hand.
3.We note the significant number of redemptions of your ordinary shares in connection
with your business combination and that the shares being registered for resale will
constitute a considerable percentage of your public float. Highlight the significant
negative impact sales of shares on this registration statement could have on the public
trading price of the ordinary shares.
Risk Factors
Risks Related to our Securities
Certain existing shareholders purchased securities in the Company at a price below the
current trading price..., page 35
4.Please revise your risk factor to highlight the negative pressure potential sales of
shares pursuant to this registration statement could have on the public trading price of
the securities. To illustrate this risk, disclose the purchase price of the securities being
registered for resale and the percentage that these shares currently represent of the
total number of shares outstanding.
We do not have experience operating as a public company subject to U.S. federal securities
laws, page 41
5.We note your disclosure at page F-41.  Please update and revise your risk factor to
state that you did not timely file your 10-K for the fiscal year ended December 31,
2023 and as a result received written notice from NYSE American that you were not
in compliance with continued listing standards.
Crown's Management's Discussion and Analysis of Financial Condition and Results of
Operations, page 96
6.In light of the significant number of redemptions and the unlikelihood that the
company will receive significant proceeds from exercises of the warrants because of
the disparity between the exercise price of the warrants and the current trading price
of the ordinary shares, expand your discussion of capital resources to address any
changes in the company’s liquidity position since the business combination. If the
company is likely to have to seek additional capital, discuss the effect of this offering
on the company’s ability to raise additional capital.
7.Please expand your discussion here to reflect the fact that this offering involves the
potential sale of a substantial portion of shares for resale and discuss how such sales
could impact the market price of the company’s common stock. Your discussion
should highlight the fact that the Selling Securityholders will be able to sell all of
their shares for so long as the registration statement of which this prospectus forms a
part is available for use.
We note that your registration statement on Form F-4 (333-274832), which went
effective on February 14, 2024, included certain projections furnished by Crown to
Catcha. Please revise your discussion here to discuss, in greater detail, any areas that
present inconsistencies. For instance, the Form F-4 referred to an estimated
operational date on your Kakinada Project of the first half of 2028, whereas disclosure 8.

October 23, 2024
Page 3
in the instant prospectus and in your Form 6-K filed October 16, 2024 reflect an
estimated operational date of, at the earliest, 2029. Please update your disclosure in
Liquidity and Capital Resources, and elsewhere, to provide updated information about
the company’s financial position and further risks to the business operations and
liquidity in light of any new circumstances.
Plan of Distribution, page 149
9.We note your disclosure that the Selling Securityholders may sell their securities
using various methods, including purchases by a broker-dealer as principal and resale
by the broker-dealer for their account as well as any other method permitted by
applicable law. Please confirm your understanding that the retention by a Selling
Securityholder of an underwriter would constitute a material change to your plan of
distribution requiring a post-effective amendment.  Refer to your undertaking
provided pursuant to Item 512(a)(1)(iii) of Regulation S-K.
Exhibits
10.We note the legality opinions filed as Exhibits 5.1 and 5.2 appear to be those filed in
connection with your previous registration statement on Form F-4 (File No. 333-
274832). Please obtain and file new legality opinions that accurately describe the
transactions covered by this registration statement.
General
11.Revise your prospectus to disclose the price that each selling securityholder paid for
the securities being registered for resale. Highlight any differences in the current
trading price, the prices that the Sponsor, private placement investor(s), PIPE
investor(s), and other selling securityholders acquired their shares and warrants, and
the price that the public securityholders acquired their shares and warrants. Disclose
that while the Sponsor, private placement investor(s), PIPE investor(s), and/or other
selling securityholders may experience a positive rate of return based on the current
trading price, the public securityholders may not experience a similar rate of return on
the securities they purchased due to differences in the purchase prices and the current
trading price. Please also disclose the potential profit the selling securityholders will
earn based on the current trading price. Lastly, please include appropriate risk factor
disclosure.
12.Please update the financial statements included in the filing for Crown LNG pursuant
to Item 8.A.5 of Form 20-F, as directed by Item 4.a of Form F-1. Also update the
associated financial information in applicable sections of the filing as appropriate, for
example, capitalization, MD&A and pro forma financial information presented.
With respect to a portion of the securities being registered on this registration
statement, we note that you are registering the primary issuance of your common
stock upon the exercise of outstanding, privately placed warrants. Please provide your
analysis as to why you believe you are eligible to register the primary issuance of the
underlying common stock to private placement purchasers as these shares appear to
have been offered privately. Alternatively, please revise to clarify, if true, that any
"primary issuance" of your common stock would be exclusively to third parties which 13.

October 23, 2024
Page 4
did not purchase the privately placed warrants from you in prior private placements.
For guidance, refer to Securities Act Sections Compliance and Disclosure
Interpretations 134.02.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence
of action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            Please contact Liz Packebusch at 202-551-8749 or Daniel Morris at 202-551-3314
with any other questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:Ana Garcia Bodan