SecProbe.io

January 7, 2025
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
Amendment No. 1 to Registration Statement on Form F-1
Filed December 20, 2024
File No. 333-282396
Dear Jorn Husemoen:
            We have reviewed your filing and have the following comment(s).
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments.
Amendment No. 1 to Registration Statement on Form F-1 filed December 20, 2024
Crown's Management's Discussion and Analysis of Financial Condition and Results of
Operations, page 105
1.We note your response to prior comment 7 and reissue it in part. Please revise your
discussion here to 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.

January 7, 2025
Page 2
General
2.We note your response to prior comment 13 and that you continue to seek to register
the issuance of your common stock upon the exercise of outstanding, privately placed
warrants. We reissue the comment. Please provide your analysis as to why you
believe you are eligible to register the 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 issuance of your common stock
upon the exercise of outstanding, privately placed warrants would be exclusively to
third parties which 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 note you are registering up to 30,000,000 of your Ordinary Shares that are
issuable to certain investors pursuant to an Equity Line of Credit (ELOC) with Arena.
Please revise to:

•Name Arena as an underwriter;
•Clarify that the parties have executed a binding agreement for the equity line
financing;
•Describe the material terms of the agreement, including the material conditions
under which you may access the funds available under it, and
•File the agreement as an exhibit to the registration statement.

Your disclosure should include:

•All material terms of the equity line agreement, including:
othe maximum principal amount available under the agreement;
othe term of the agreement and
othe full discounted price (or formula for determining it) at which the
investor will receive the shares.

•The material risks of an investment in your company and in the offering,
including:
othe dilutive effect of the formula or pricing mechanism on your share price;
othe possibility that you may not have access to the full amount available to
you under the equity line; and
owhether Arena can engage in short-selling activities and, if so, how any sales
activities after announcement of a put may negatively affect your share price.

The material market activities of Arena, including:
oany short selling of your securities or other hedging activities that Arena may
or has engaged in, including prior to entering into the agreement and prior to
the receipt of any shares pursuant to the terms of the agreement; and•3.

January 7, 2025
Page 3
ohow Arena intends to distribute the securities it owns or will acquire.

•How the provisions of Regulation M may prohibit Arena and any other
distribution participants that are participating in the distribution of your securities
from:
oengaging in market making activities (e.g., placing bids or making purchases
to stabilize the price of the common stock) while the equity line is in effect;
and
opurchasing shares in the open market while the equity line is in effect.
            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.
            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:Andrew M. Tucker, Esq.