Correspondence 0001193125-23-289618 from Crown LNG Holdings Ltd (CGBS, CGBSW) (CIK 0001991946) (CGBSF)
Crown LNG Holdings Ltd (CGBS, CGBSW) (CIK 0001991946)
Date: Dec. 6, 2023 · CIK: 0001991946 · Accession: 0001193125-23-289618
AI Filing Summary & Sentiment
File numbers found in text: 333-274832
Referenced dates: October 27, 2023
Letter
Via EDGAR Office of Trade & Services Division of Corporation Finance Attention: Crown LNG Holdings Ltd Registration Statement on Form F-4 Filed October 2, 2023 File No. 333-274832
Dear Mr. Purcell and Mr. Dougherty:
On behalf of Crown LNG Holdings, Ltd. (the “Company” or “Crown”), we are hereby responding to the letter dated October 27, 2023 (the “Comment Letter”) from the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”), regarding the Company’s Registration Statement on Form F-4 filed on October 2, 2023 (the “Registration Statement”). In response to the Comment Letter and to update certain information in the Registration Statement, the Company is publicly filing its pre-effective Amendment No. 1 to the Registration Statement on Form F-4 (the “Amended Registration Statement”) with the Commission today.
For ease of reference, the text of each of the Staff’s comments, as set forth in the Comment Letter, is included in bold-face type below, followed by the Company’s response.
Registration Statement on Form F-4 filed October 2, 2023
Comparative Per Share, page 23
1. Shareholders’ Equity (Deficit) of Crown and the Combined Pro Forma amounts appear to be the amounts attributable to ordinary shareholders rather than total shareholders’ equity (deficit). Please revise the caption as appropriate.
Response: The Company respectfully acknowledges the Staff’s comment and advises the Staff that it has revised the disclosure on page 24 of the Amended Registration Statement in response to the Staff’s comment.
2. Shareholders’ Equity per Share attributable to ordinary shareholders of Crown appears to be $0.27 rather than $268.88. Please revise or advise us why you believe no revision is necessary.
Response: The Company respectfully acknowledges the Staff’s comment and advises the Staff that it has revised the disclosure on page 24 of the Amended Registration Statement in response to the Staff’s comment.
Office of Trade & Services
Division of Corporation Finance
Page
Risks Related to Catcha and the Business Combination, page 55
3. Please clarify if the sponsor and its affiliates can earn a positive rate of return on their investment, even if other SPAC shareholders experience a negative rate of return in the post-business combination company.
Response: The Company respectfully acknowledges the Staff’s comment and advises the Staff that it has revised the disclosure on page 58 of the Amended Registration Statement in response to the Staff’s comment.
4. We note your sponsor is a Cayman Islands limited liability company, and a non-U.S. person. Please also tell us whether anyone or any entity associated with or otherwise involved in the transaction, is, is controlled by, or has substantial ties with a non-U.S. person. Please include risk factor disclosure that addresses how this fact could impact your ability to complete your initial business combination. For instance, discuss the risk to investors that you may not be able to complete an initial business combination with a U.S. target company should the transaction be subject to review by a U.S. government entity, such as the Committee on Foreign Investment in the United States (CFIUS), or ultimately prohibited. Further, disclose that the time necessary for government review of the transaction or a decision to prohibit the transaction could prevent you from completing an initial business combination and require you to liquidate. Disclose the consequences of liquidation to investors, such as the losses of the investment opportunity in a target company, any price appreciation in the combined company, and the warrants, which would expire worthless.
Response: The Company respectfully acknowledges the Staff’s comment. Each of the individuals who controls the sponsor is an Australian citizen. In addition, a majority of Crown’s shareholders are non-U.S. persons. Crown is organized in Norway and has its principal place of business in Norway. We do not believe that Crown is a “U.S. business,” and therefore do not believe that the transaction would be subject to review by a U.S. government entity such as CFIUS. Nevertheless, in response to the Staff’s comment we have included on page 77 of the Amended Registration Statement new disclosure related to CFIUS’s potential assertion of jurisdiction over the business combination and the possible consequences of such an intervention by CFIUS, including, potentially, forcing the liquidation and wind-up of Catcha because Catcha is unable to complete the transaction by its deadline for completing an initial business combination.
5. We note your risk factor that Catcha may issue additional Catcha Class A Ordinary Shares or preference shares to complete the initial business combination or under an employee incentive plan after the completion of your business combination. Please quantify the number and value of securities the sponsor will receive if additional securities are issued. In addition, disclose the ownership percentages in the company before and after the additional financing to highlight dilution to public stockholders.
Response: The Company respectfully acknowledges the Staff’s comment and advises the Staff that the Company is in discussions regarding financing and expects to provide an update in a pre-effective amendment to the Registration Statement when the definitive terms of a financing are finalized.
6. It appears that underwriting fees remain constant and are not adjusted based on redemptions. Revise your disclosure to disclose the effective underwriting fee on a percentage basis for shares at each redemption level presented in your sensitivity analysis related to dilution.
Response: The Company respectfully acknowledges the Staff’s comment and advises the Staff that it has revised the disclosure on page 101 of the Amended Registration Statement in response to the Staff’s comment.
Risk Factors Catcha may be unable to meet the Minimum Cash Condition or to obtain additional financing to complete our initial business combination..., page 66
7. Refer to your disclosure regarding Catcha’s minimum cash condition to complete the business combination. It does not appear that you will meet this condition without raising additional funds.
CALIFORNIA | COLORADO | DISTRICT OF COLUMBIA | FLORIDA | GEORGIA | ILLINOIS | MARYLAND | MASSACHUSETTS | MINNESOTA
Office of Trade & Services
Division of Corporation Finance
Page
Please tell us and disclose whether you are or intend to engage in negotiations with respect to securing additional financing in connection with the Business Combination.
Response: The Company respectfully acknowledges the Staff’s comment and advises the Staff that the Company is in discussions regarding financing and expects to provide an update in a pre-effective amendment to the Registration Statement when the definitive terms of a financing are finalized.
Risks Related to Catcha and the Business Combination
Catcha’s Warrant Agreement designates the courts of the State of New York or the United States District Court for the Southern District..., page 73
8. We note your reference to Catcha’s Warrant Agreement having an exclusive forum clause, and also in a risk factor on page 88 “[o]ur warrant agreement” also having an exclusive forum clause. Disclosure of the risk factor on page 73 and page 88 describes different application of such clause(s) to claims under the Securities Act or Exchange Act. However, we see only one warrant agreement filed in Exhibit 4.4. Please clarify the warrant agreement(s) applicable to your warrants. Please disclose whether your provision(s) applies to actions arising under the Securities Act or Exchange Act. If so, please also state that there is uncertainty as to whether a court would enforce such provision. If the provision applies to Securities Act claims, please also state that investors cannot waive compliance with the federal securities laws and the rules and regulations thereunder. In that regard, we note that Section 22 of the Securities Act creates concurrent jurisdiction for federal and state courts over all suits brought to enforce any duty or liability created by the Securities Act or the rules.
Response: The Company respectfully acknowledges the Staff’s comment and advises the Staff that it has revised the disclosure on page 90 of the Amended Registration Statement in response to the Staff’s comment.
The Sponsor, as well as Crown, and their respective directors, officers, advisors or affiliates may elect to purchase..., page 76
9. We note your disclosure that at any time at or prior to the Business Combination, the Sponsor, as well as Crown, and their respective directors, executive officers, advisors or their affiliates may purchase Catcha Class A Ordinary Shares or public warrants in privately negotiated transactions or in the open market. Please provide your analysis on how such potential purchases would comply with Rule 14e-5.
Response: The Company respectfully acknowledges the Staff’s comment and advises the Staff that it has revised the disclosure on pages 14, 76, 103, and 148-149 of the Amended Registration Statement in response to the Staff’s comment.
The Business Combination Proposal
Background of the Business Combination, page 119
10. We understand that J.P. Morgan Securities LLC, the lead underwriter in your SPAC IPO, waived the deferred underwriting commissions that would otherwise be due to it upon the closing of the business combination. Please disclose how this waiver was obtained, and why the waiver was agreed to.
Response: The Company respectfully acknowledges the Staff’s comment and advises the Staff that it has revised the disclosure on page 132 of the Amended Registration Statement in response to the Staff’s comment.
11. Please tell us whether you are aware of any disagreements with J.P. Morgan Securities LLC regarding the disclosure in your registration statement. Further, please add risk factor disclosure that clarifies that J.P. Morgan was to be compensated, in part, on a deferred basis for its underwriting services in connection with the SPAC IPO and such services have already been rendered, yet J.P. Morgan is waiving such fees and disclaiming responsibility for the Form F-4 registration statement. Clarify the unusual nature of such a fee waiver and the impact of it on the evaluation of the business combination.
CALIFORNIA | COLORADO | DISTRICT OF COLUMBIA | FLORIDA | GEORGIA | ILLINOIS | MARYLAND | MASSACHUSETTS | MINNESOTA
Office of Trade & Services
Division of Corporation Finance
Page
Response: The Company respectfully acknowledges the Staff’s comment and advises the Staff that it has revised the disclosure on pages xxi, 85, 86 and 132 of the Amended Registration Statement in response to the Staff’s comment.
12. Disclose whether J.P. Morgan Securities LLC provided you with any reasons for the fee waiver. If there was no dialogue and you did not seek out the reasons why J.P. Morgan was waiving deferred fees, despite already completing their services, please indicate so in your registration statement. Further, revise the risk factor disclosure to explicitly clarify that J.P. Morgan has performed all their obligations to obtain the fee and therefore is gratuitously waiving the right to be compensated.
Response: The Company respectfully advises the Staff that the disclosure on pages xxi and 132 of the Amended Registration Statement already indicates that “J.P. Morgan did not provide a reason for waiving its deferred underwriting commission” and “Catcha was not made aware of the reasons why J.P. Morgan Securities LLC waived the deferred underwriting commission fee.” Nevertheless, the Company has revised the disclosure on page xxi of the Amended Registration Statement to indicate that Catcha did not seek to ascertain such reasons from J.P. Morgan. The Company also respectfully advises the Staff that the disclosure on page 86 of the Amended Registration Statement already states: “J.P. Morgan has performed all its obligations under its underwriting agreement to obtain its fee and is therefore gratuitously waiving its right to be compensated.” Nevertheless, the Company has revised the disclosure on page 86 of the Amended Registration Statement to further indicate that J.P. Morgan’s lack of participation may deprive stockholders of the benefits of an underwriter of a traditional initial public offering and add a cross-reference to the applicable risk factor discussing such contrast between deSPAC transactions and initial public offerings.
Projections Furnished by Crown to Catcha, page 134
13. Regarding the projections furnished by Crown to Catcha, please address the following:
•
Explain to us the process undertaken to formulate the projections and assumptions.
•
Tell us whether alternative sets of projections were prepared and presented to Catcha’s management specific to the assumptions of the utilization rate of the terminals, the average terminal re-gasification prices, or the annualized revenue or EBITDA run rates. If so, then revise to disclose the outcomes of these alternative projections and related assumptions.
•
Expand your discussion of the material assumptions underlying your EBITDA projections, quantifying where applicable.
Response: The Company respectfully acknowledges the Staff’s comment and advises the Staff that it has revised the disclosure on pages 135 -136 and 137-139 of the Amended Registration Statement in response to the first and third bullet points of the Staff’s comment.
In response to the second bullet point in Staff’s comment, the Company advises the Staff that as discussed in the section “Background of the Business Combination,” during March 2023, Crown had prepared and presented to Catcha’s management a set of projections, which Catcha had considered prior to entering into the letter of intent (“LOI”) on April 4, 2023. Specifically, this set of earlier projections had anticipated lower annualized revenues and EBITDA run rates (relative to the set of final Projections considered by Catcha prior to entering into the Business Combination Agreement on August 3, 2023), which was primarily due to lower effective terminal re-gasification prices.
For example, the annualized revenues and EBITDA from the Kakinada Project were estimated then to be approximately $160 million and $145 million, respectively, as the estimated average terminal re-gasification price was approximately $0.55 / MMBTU. The annualized revenues and EBITDA from the Grangemouth Project were estimated then to be approximately $76 million and $63 million, respectively, as the estimated average terminal re-gasification price was approximately $0.34 / MMBTU.
Subsequent to the entry in the LOI, as discussed in the section “Background of the Business Combination,” Catcha and Crown had discussed and agreed to the proposed contract amendments relating to the KGLNG Transaction and GBTRON Transaction, which led to a significant increase in the effective re-gasification prices received by
CALIFORNIA | COLORADO | DISTRICT OF COLUMBIA | FLORIDA | GEORGIA | ILLINOIS | MARYLAND | MASSACHUSETTS | MINNESOTA
Office of Trade & Services
Division of Corporation Finance
Page
Crown, and expected annualized revenues and EBITDA. Crown and its advisors subsequently revised the projections to take this into account, which were considered by Catcha prior to entering into the Business Combination Agreement and detailed in the section “Projections Furnished by Crown to Catcha.” As a
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CORRESP 1 filename1.htm CORRESP NELSON MULLINS RILEY & SCARBOROUGH LLP ATTORNEYS AND COUNSELORS AT LAW 101 Constitution Ave, NW, Suite 900 Washington, DC 20001 T: 202.689.2800 F: 202.689.2860 nelsonmullins.com December 6, 2023 Via EDGAR Office of Trade & Services Division of Corporation Finance U.S. SECURITIES AND EXCHANGE COMMISSION 100 F Street, N.E. Washington, DC 20549 Attention: Michael Purcell Kevin Dougherty Re: Crown LNG Holdings Ltd Registration Statement on Form F-4 Filed October 2, 2023 File No. 333-274832 Dear Mr. Purcell and Mr. Dougherty: On behalf of Crown LNG Holdings, Ltd. (the “Company” or “Crown”), we are hereby responding to the letter dated October 27, 2023 (the “Comment Letter”) from the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”), regarding the Company’s Registration Statement on Form F-4 filed on October 2, 2023 (the “Registration Statement”). In response to the Comment Letter and to update certain information in the Registration Statement, the Company is publicly filing its pre-effective Amendment No. 1 to the Registration Statement on Form F-4 (the “Amended Registration Statement”) with the Commission today. For ease of reference, the text of each of the Staff’s comments, as set forth in the Comment Letter, is included in bold-face type below, followed by the Company’s response. Registration Statement on Form F-4 filed October 2, 2023 Comparative Per Share, page 23 1. Shareholders’ Equity (Deficit) of Crown and the Combined Pro Forma amounts appear to be the amounts attributable to ordinary shareholders rather than total shareholders’ equity (deficit). Please revise the caption as appropriate. Response: The Company respectfully acknowledges the Staff’s comment and advises the Staff that it has revised the disclosure on page 24 of the Amended Registration Statement in response to the Staff’s comment. 2. Shareholders’ Equity per Share attributable to ordinary shareholders of Crown appears to be $0.27 rather than $268.88. Please revise or advise us why you believe no revision is necessary. Response: The Company respectfully acknowledges the Staff’s comment and advises the Staff that it has revised the disclosure on page 24 of the Amended Registration Statement in response to the Staff’s comment. Office of Trade & Services Division of Corporation Finance Page 2 Risks Related to Catcha and the Business Combination, page 55 3. Please clarify if the sponsor and its affiliates can earn a positive rate of return on their investment, even if other SPAC shareholders experience a negative rate of return in the post-business combination company. Response: The Company respectfully acknowledges the Staff’s comment and advises the Staff that it has revised the disclosure on page 58 of the Amended Registration Statement in response to the Staff’s comment. 4. We note your sponsor is a Cayman Islands limited liability company, and a non-U.S. person. Please also tell us whether anyone or any entity associated with or otherwise involved in the transaction, is, is controlled by, or has substantial ties with a non-U.S. person. Please include risk factor disclosure that addresses how this fact could impact your ability to complete your initial business combination. For instance, discuss the risk to investors that you may not be able to complete an initial business combination with a U.S. target company should the transaction be subject to review by a U.S. government entity, such as the Committee on Foreign Investment in the United States (CFIUS), or ultimately prohibited. Further, disclose that the time necessary for government review of the transaction or a decision to prohibit the transaction could prevent you from completing an initial business combination and require you to liquidate. Disclose the consequences of liquidation to investors, such as the losses of the investment opportunity in a target company, any price appreciation in the combined company, and the warrants, which would expire worthless. Response: The Company respectfully acknowledges the Staff’s comment. Each of the individuals who controls the sponsor is an Australian citizen. In addition, a majority of Crown’s shareholders are non-U.S. persons. Crown is organized in Norway and has its principal place of business in Norway. We do not believe that Crown is a “U.S. business,” and therefore do not believe that the transaction would be subject to review by a U.S. government entity such as CFIUS. Nevertheless, in response to the Staff’s comment we have included on page 77 of the Amended Registration Statement new disclosure related to CFIUS’s potential assertion of jurisdiction over the business combination and the possible consequences of such an intervention by CFIUS, including, potentially, forcing the liquidation and wind-up of Catcha because Catcha is unable to complete the transaction by its deadline for completing an initial business combination. 5. We note your risk factor that Catcha may issue additional Catcha Class A Ordinary Shares or preference shares to complete the initial business combination or under an employee incentive plan after the completion of your business combination. Please quantify the number and value of securities the sponsor will receive if additional securities are issued. In addition, disclose the ownership percentages in the company before and after the additional financing to highlight dilution to public stockholders. Response: The Company respectfully acknowledges the Staff’s comment and advises the Staff that the Company is in discussions regarding financing and expects to provide an update in a pre-effective amendment to the Registration Statement when the definitive terms of a financing are finalized. 6. It appears that underwriting fees remain constant and are not adjusted based on redemptions. Revise your disclosure to disclose the effective underwriting fee on a percentage basis for shares at each redemption level presented in your sensitivity analysis related to dilution. Response: The Company respectfully acknowledges the Staff’s comment and advises the Staff that it has revised the disclosure on page 101 of the Amended Registration Statement in response to the Staff’s comment. Risk Factors Catcha may be unable to meet the Minimum Cash Condition or to obtain additional financing to complete our initial business combination..., page 66 7. Refer to your disclosure regarding Catcha’s minimum cash condition to complete the business combination. It does not appear that you will meet this condition without raising additional funds. CALIFORNIA | COLORADO | DISTRICT OF COLUMBIA | FLORIDA | GEORGIA | ILLINOIS | MARYLAND | MASSACHUSETTS | MINNESOTA Office of Trade & Services Division of Corporation Finance Page 3 Please tell us and disclose whether you are or intend to engage in negotiations with respect to securing additional financing in connection with the Business Combination. Response: The Company respectfully acknowledges the Staff’s comment and advises the Staff that the Company is in discussions regarding financing and expects to provide an update in a pre-effective amendment to the Registration Statement when the definitive terms of a financing are finalized. Risks Related to Catcha and the Business Combination Catcha’s Warrant Agreement designates the courts of the State of New York or the United States District Court for the Southern District..., page 73 8. We note your reference to Catcha’s Warrant Agreement having an exclusive forum clause, and also in a risk factor on page 88 “[o]ur warrant agreement” also having an exclusive forum clause. Disclosure of the risk factor on page 73 and page 88 describes different application of such clause(s) to claims under the Securities Act or Exchange Act. However, we see only one warrant agreement filed in Exhibit 4.4. Please clarify the warrant agreement(s) applicable to your warrants. Please disclose whether your provision(s) applies to actions arising under the Securities Act or Exchange Act. If so, please also state that there is uncertainty as to whether a court would enforce such provision. If the provision applies to Securities Act claims, please also state that investors cannot waive compliance with the federal securities laws and the rules and regulations thereunder. In that regard, we note that Section 22 of the Securities Act creates concurrent jurisdiction for federal and state courts over all suits brought to enforce any duty or liability created by the Securities Act or the rules. Response: The Company respectfully acknowledges the Staff’s comment and advises the Staff that it has revised the disclosure on page 90 of the Amended Registration Statement in response to the Staff’s comment. The Sponsor, as well as Crown, and their respective directors, officers, advisors or affiliates may elect to purchase..., page 76 9. We note your disclosure that at any time at or prior to the Business Combination, the Sponsor, as well as Crown, and their respective directors, executive officers, advisors or their affiliates may purchase Catcha Class A Ordinary Shares or public warrants in privately negotiated transactions or in the open market. Please provide your analysis on how such potential purchases would comply with Rule 14e-5. Response: The Company respectfully acknowledges the Staff’s comment and advises the Staff that it has revised the disclosure on pages 14, 76, 103, and 148-149 of the Amended Registration Statement in response to the Staff’s comment. The Business Combination Proposal Background of the Business Combination, page 119 10. We understand that J.P. Morgan Securities LLC, the lead underwriter in your SPAC IPO, waived the deferred underwriting commissions that would otherwise be due to it upon the closing of the business combination. Please disclose how this waiver was obtained, and why the waiver was agreed to. Response: The Company respectfully acknowledges the Staff’s comment and advises the Staff that it has revised the disclosure on page 132 of the Amended Registration Statement in response to the Staff’s comment. 11. Please tell us whether you are aware of any disagreements with J.P. Morgan Securities LLC regarding the disclosure in your registration statement. Further, please add risk factor disclosure that clarifies that J.P. Morgan was to be compensated, in part, on a deferred basis for its underwriting services in connection with the SPAC IPO and such services have already been rendered, yet J.P. Morgan is waiving such fees and disclaiming responsibility for the Form F-4 registration statement. Clarify the unusual nature of such a fee waiver and the impact of it on the evaluation of the business combination. CALIFORNIA | COLORADO | DISTRICT OF COLUMBIA | FLORIDA | GEORGIA | ILLINOIS | MARYLAND | MASSACHUSETTS | MINNESOTA Office of Trade & Services Division of Corporation Finance Page 4 Response: The Company respectfully acknowledges the Staff’s comment and advises the Staff that it has revised the disclosure on pages xxi, 85, 86 and 132 of the Amended Registration Statement in response to the Staff’s comment. 12. Disclose whether J.P. Morgan Securities LLC provided you with any reasons for the fee waiver. If there was no dialogue and you did not seek out the reasons why J.P. Morgan was waiving deferred fees, despite already completing their services, please indicate so in your registration statement. Further, revise the risk factor disclosure to explicitly clarify that J.P. Morgan has performed all their obligations to obtain the fee and therefore is gratuitously waiving the right to be compensated. Response: The Company respectfully advises the Staff that the disclosure on pages xxi and 132 of the Amended Registration Statement already indicates that “J.P. Morgan did not provide a reason for waiving its deferred underwriting commission” and “Catcha was not made aware of the reasons why J.P. Morgan Securities LLC waived the deferred underwriting commission fee.” Nevertheless, the Company has revised the disclosure on page xxi of the Amended Registration Statement to indicate that Catcha did not seek to ascertain such reasons from J.P. Morgan. The Company also respectfully advises the Staff that the disclosure on page 86 of the Amended Registration Statement already states: “J.P. Morgan has performed all its obligations under its underwriting agreement to obtain its fee and is therefore gratuitously waiving its right to be compensated.” Nevertheless, the Company has revised the disclosure on page 86 of the Amended Registration Statement to further indicate that J.P. Morgan’s lack of participation may deprive stockholders of the benefits of an underwriter of a traditional initial public offering and add a cross-reference to the applicable risk factor discussing such contrast between deSPAC transactions and initial public offerings. Projections Furnished by Crown to Catcha, page 134 13. Regarding the projections furnished by Crown to Catcha, please address the following: • Explain to us the process undertaken to formulate the projections and assumptions. • Tell us whether alternative sets of projections were prepared and presented to Catcha’s management specific to the assumptions of the utilization rate of the terminals, the average terminal re-gasification prices, or the annualized revenue or EBITDA run rates. If so, then revise to disclose the outcomes of these alternative projections and related assumptions. • Expand your discussion of the material assumptions underlying your EBITDA projections, quantifying where applicable. Response: The Company respectfully acknowledges the Staff’s comment and advises the Staff that it has revised the disclosure on pages 135 -136 and 137-139 of the Amended Registration Statement in response to the first and third bullet points of the Staff’s comment. In response to the second bullet point in Staff’s comment, the Company advises the Staff that as discussed in the section “Background of the Business Combination,” during March 2023, Crown had prepared and presented to Catcha’s management a set of projections, which Catcha had considered prior to entering into the letter of intent (“LOI”) on April 4, 2023. Specifically, this set of earlier projections had anticipated lower annualized revenues and EBITDA run rates (relative to the set of final Projections considered by Catcha prior to entering into the Business Combination Agreement on August 3, 2023), which was primarily due to lower effective terminal re-gasification prices. For example, the annualized revenues and EBITDA from the Kakinada Project were estimated then to be approximately $160 million and $145 million, respectively, as the estimated average terminal re-gasification price was approximately $0.55 / MMBTU. The annualized revenues and EBITDA from the Grangemouth Project were estimated then to be approximately $76 million and $63 million, respectively, as the estimated average terminal re-gasification price was approximately $0.34 / MMBTU. Subsequent to the entry in the LOI, as discussed in the section “Background of the Business Combination,” Catcha and Crown had discussed and agreed to the proposed contract amendments relating to the KGLNG Transaction and GBTRON Transaction, which led to a significant increase in the effective re-gasification prices received by CALIFORNIA | COLORADO | DISTRICT OF COLUMBIA | FLORIDA | GEORGIA | ILLINOIS | MARYLAND | MASSACHUSETTS | MINNESOTA Office of Trade & Services Division of Corporation Finance Page 5 Crown, and expected annualized revenues and EBITDA. Crown and its advisors subsequently revised the projections to take this into account, which were considered by Catcha prior to entering into the Business Combination Agreement and detailed in the section “Projections Furnished by Crown to Catcha.” As a