SecProbe.io

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 CROWN LNG HOLDINGS LIMITED
 37th Floor, 1 Canada Square,
 Canary Wharf, London,
 Greater London E14
 5AA United Kingdom
 47 980 25 359
 March 14, 2025 VIA EDGAR
 Division of Corporation Finance U.S.
S ECURITIES AND E XCHANGE C OMMISSION 100 F Street, N.E.
 Washington, D.C. 20549

 Attention:
 Liz Packebusch

  
 Daniel Morris

 Re:
 Crown LNG Holdings Limited

  
 Amendment No. 7 to Registration Statement on Form F-1

  
 File No. 333-282396
 Ladies and Gentlemen: Pursuant to Rule 461
under the Securities Act of 1933, as amended, Crown LNG Holdings Limited hereby requests acceleration of effectiveness of the above referenced Registration Statement so that it will become effective at 4:00 p.m. ET on Friday March 14, 2025, or
as soon as practicable thereafter. Once the registration statement has been declared effective, please confirm that event with our
counsel, Andrew M. Tucker of Nelson Mullins Riley & Scarborough LLP, by email at andy.tucker@nelsonmullins.com or by telephone at (202) 689-2987.

 Very truly yours,

 Crown LNG Holdings Limited

 /s/ Jørn Husemoen

 Jørn Husemoen

 Chief Financial Officer

 cc:
 Nelson Mullins Riley & Scarborough LLP

  
 Andrew M. Tucker

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 NELSON MULLINS RILEY & SCARBOROUGH LLP
 ATTORNEYS AND COUNSELORS AT LAW

  Andrew M. Tucker  T:
202.689.2987  andy.tucker@nelsonmullins.com

 101 Constitution Ave, NW, Suite 900
 Washington, DC 20001 T: 202.689.2800 F: 202.689.2860
 nelsonmullins.com
 March 12, 2025 Via
EDGAR Division of Corporation Finance Securities
and Exchange Commission 100 F Street, N.E. Washington, DC
20549

 Attention:

 Ms. Liz Packebusch Mr. Daniel Morris

 RE:

 Crown LNG Holdings Ltd Amendment No. 6 to Registration Statement on Form F-1 Filed March 5, 2025 File
 No. 333-282396
 On behalf of Crown LNG Holdings Ltd (the “Company”), we are hereby responding to the letter dated March 7,
2025, (the “Comment Letter”) from the staff (the “Staff”) of the Securities and Exchange Commission (“SEC”), regarding the Company’s Amendment No. 6 to the Registration Statement on Form F-1 filed March 5, 2025 (the “Registration Statement”). In response to the Comment Letter, and to update certain information in the Registration Statement, the Company is submitting its Amendment
No. 7 to the Registration Statement (the “Amended Registration Statement”) with the SEC today. Capitalized terms used but not defined in
this letter have the meanings as defined in the Amended Registration Statement. For ease of reference, the text of the Staff’s comment is included
in bold-face type below, followed by the Company’s response. C ALIFORNIA | C OLORADO |
D ISTRICT OF C OLUMBIA | F LORIDA | G EORGIA | I LLINOIS | M ARYLAND | M ASSACHUSETTS | M INNESOTA
 N EW Y ORK | N ORTH C AROLINA | O HIO | P ENNSYLVANIA |
S OUTH C AROLINA | T ENNESSEE | T EXAS | V IRGINIA | W EST V IRGINIA

 Securities and Exchange Commission
 March 12, 2025 Page 2

 Amendment No. 6 to Registration Statement on Form F-1
filed March 5, 2025 General

 1.
 We note disclosure in your Form 6-K filed March 5, 2025,
that, on March 4, 2025, the Company received a written notification from Nasdaq indicating that the Staff determined that the Company had received an additional 180 calendar days, or until September 1, 2025, to regain compliance with the
Bid Price Rule. Please make corresponding updates to disclosure regarding same throughout your prospectus. Response: The
Amended Registration Statement has been revised on pages 13 and 39 to disclose the written notification from Nasdaq indicating that Nasdaq granted the Company with an additional 180 calendar days, or until September 1, 2025 to regain compliance
with the Bid Price Rule. * * * * *
 Given the Company’s time constraints to complete the registration of the securities in the Amended Registration Statement, we would be very appreciative
of the Staff’s expeditious review of the Company’s responses and updates to the Amended Registration Statement. Please contact me with any questions or follow up requests. I can be reached at 202-689-2987 or andy.tucker@nelsonmullins.com. Thank you very much for your assistance.

 Very truly yours,

 /s/ Andrew M. Tucker

 Andrew M. Tucker
 AMT
 C ALIFORNIA | C OLORADO | D ISTRICT OF C OLUMBIA |
F LORIDA | G EORGIA | I LLINOIS | M ARYLAND | M ASSACHUSETTS | M INNESOTA
 N EW Y ORK | N ORTH C AROLINA | O HIO | P ENNSYLVANIA |
S OUTH C AROLINA | T ENNESSEE | T EXAS | V IRGINIA | W EST V IRGINIA

March 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. 6 to Registration Statement on Form F-1
Filed March 5, 2025
File No. 333-282396
Dear Jorn Husemoen:
            We have reviewed your amended 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.
Amendment No. 6 to Registration Statement on Form F-1 filed March 5, 2025
General
1.We note disclosure in your Form 6-K filed March 5, 2025, that, on March 4, 2025, the
Company received a written notification from Nasdaq indicating that the Staff
determined that the Company had received an additional 180 calendar days, or until
September 1, 2025, to regain compliance with the Bid Price Rule. Please make
corresponding updates to disclosure regarding same throughout your prospectus.

March 7, 2025
Page 2
            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.

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 NELSON MULLINS RILEY & SCARBOROUGH LLP

ATTORNEYS AND COUNSELORS AT LAW

 Andrew M. Tucker

 T: 202.689.2987

andy.tucker@nelsonmullins.com

 101 Constitution Ave, NW, Suite 900

Washington, DC 20001

 T: 202.689.2800 F: 202.689.2860

nelsonmullins.com

 January 17, 2025

 Via
EDGAR

 Division of Corporation Finance

 Securities
and Exchange Commission

 100 F Street, N.E.

 Washington, DC
20549

Attention:

Ms. Liz Packebusch
Mr. Daniel Morris

RE:

Crown LNG Holdings Ltd
Amendment No. 1 to Registration Statement on Form F-1
Filed December 20, 2024
File
No. 333-282396

 On behalf of Crown LNG Holdings Ltd (the “Company”), we are hereby responding to the letter dated January 7,
2025, (the “Comment Letter”) from the staff (the “Staff”) of the Securities and Exchange Commission (“SEC”), regarding the Company’s Amendment No. 1 to the Registration Statement on Form F-1 filed December 20, 2024 (the “Registration Statement”). In response to the Comment Letter, and to update certain information in the Registration Statement, the Company is submitting its Amendment
No. 2 to the Registration Statement (the “Amended Registration Statement”) with the SEC today.

 Capitalized terms used but not defined in
this letter have the meanings as defined in the Amended Registration Statement.

 For ease of reference, the text of the Staff’s comment is included
in bold-face type below, followed by the Company’s response.

CALIFORNIA | COLORADO | DISTRICT OF COLUMBIA |
FLORIDA | GEORGIA | ILLINOIS | MARYLAND | MASSACHUSETTS | MINNESOTA

NEW YORK | NORTH CAROLINA | OHIO | PENNSYLVANIA |
SOUTH CAROLINA | TENNESSEE | TEXAS | VIRGINIA | WEST VIRGINIA

 Securities and Exchange Commission

January 17, 2025

 Page 2

 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.

Response: The MD&A has been revised on page 112 to highlight the fact that the Selling Securityholders and the Arena Selling Securityholders will
be able to sell all of their shares for so long as the registration statement is available for use.

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.

Response: The Company respectfully advises the Staff that it has revised disclosures on the cover page and pages 1, 16, 166, and 169 to clarify that
any issuance of our ordinary shares upon the exercise of outstanding, privately placed warrants would be exclusively to third parties which did not purchase the privately placed warrants.

3.
 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:

•

 The maximum principal amount available under the agreement;

•

 The term of the agreement, and

•

 The 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:

•

 the dilutive effect of the formula or pricing mechanism on your share price;

•

 the possibility that you may not have access to the full amount available to you under the equity line; and

•

 whether 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:

•

 any 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

•

 how Arena intends to distribute the securities it owns or will acquire.

CALIFORNIA | COLORADO | DISTRICT OF COLUMBIA |
FLORIDA | GEORGIA | ILLINOIS | MARYLAND | MASSACHUSETTS | MINNESOTA

NEW YORK | NORTH CAROLINA | OHIO | PENNSYLVANIA |
SOUTH CAROLINA | TENNESSEE | TEXAS | VIRGINIA | WEST VIRGINIA

•

 How the provisions of Regulation M may prohibit Arena and other distribution participants that are
participating in the distribution of your securities from:

•

 engaging 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

•

 purchasing shares in the open market while the equity line is in effect.

Response: The Amended Registration Statement has been revised to name Arena as an underwriter. The Company has added a section in the Risk Factors,
beginning on page 33 related to the Arena Transaction. The Company has also added a section, beginning on page 55 to describe the Arena transaction. Moreover, the Amended Registration Statement’s Plan of Distribution section has been
revised to include Arena as an underwriter and to explain how the provisions of Regulation M may prohibits Arena and other Selling Securityholders from engaging in market making activities and purchasing shares in the open market.

* * * * *

 Given the
Company’s time constraints to complete the registration of the securities in the Amended Registration Statement, we would be very appreciative of the Staff’s expeditious review of the Company’s responses and updates to the Amended
Registration Statement. Please contact me with any questions or follow up requests. I can be reached at 202-689-2987 or andy.tucker@nelsonmullins.com. Thank you very
much for your assistance.

 Very truly yours,

 Andrew M. Tucker

 AMT

CALIFORNIA | COLORADO | DISTRICT OF COLUMBIA |
FLORIDA | GEORGIA | ILLINOIS | MARYLAND | MASSACHUSETTS | MINNESOTA

NEW YORK | NORTH CAROLINA | OHIO | PENNSYLVANIA |
SOUTH CAROLINA | TENNESSEE | TEXAS | VIRGINIA | WEST VIRGINIA

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.

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CORRESP

 Andrew M. Tucker
T: 202.689.2987

andy.tucker@nelsonmullins.com

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 20, 2024

Via EDGAR

 Division of Corporation Finance

SECURITIES AND EXCHANGE COMMISSION

100 F Street, N.E.

 Washington, DC 20549

Attention:
 Ms. Liz Packebusch

 
 Mr. Daniel Morris

RE:
 Crown LNG Holdings Ltd

Registration Statement on Form F-1

Filed September 30, 2024

File No. 333-282396

On behalf of Crown LNG Holdings Ltd (the “Company”), we are hereby responding to the letter dated October 23, 2024 (the “Comment
Letter”) from the staff (the “Staff”) of the Securities and Exchange Commission (“SEC”), regarding the Company’s Registration Statement on Form F-1 filed September 30,
2024 (the “Registration Statement”). In response to the Comment Letter, and to update certain information in the Registration Statement, the Company is submitting its Amendment No. 1 to the Registration Statement (the “Amended
Registration Statement”) with the SEC today.

 Capitalized terms used but not defined in this letter have the meanings as defined in the Amended
Registration Statement.

 For ease of reference, the text of the Staff’s comment is included in bold-face type below, followed by the Company’s
response.

CALIFORNIA | COLORADO | DISTRICT OF
COLUMBIA | FLORIDA | GEORGIA | ILLINOIS | MARYLAND | MASSACHUSETTS | MINNESOTA

 NEW YORK | NORTH
CAROLINA | OHIO | PENNSYLVANIA | SOUTH
CAROLINA | TENNESSEE | TEXAS | VIRGINIA | WEST VIRGINIA

 Securities and Exchange Commission

December 20, 2024

  Page
 2

 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.

 Response: The Amended Registration Statement has been revised on the cover
page to disclose the price that the Selling Securityholders paid for the securities being registered for resale.

2.
 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 discussion on the ability of your company to fund your operations on a prospective basis
with your current cash on hand.

 Response: The Amended Registration Statement has been revised on the cover page, the
MD&A, and pages 18, 36, and 72 to disclose the exercise price of the warrants compared to the market price of the underlying securities. The Company respectfully advises the Staff that the likelihood that warrant holders will not exercise their
warrants for cash, and therefore the amount of cash proceeds the Company would receive, is dependent upon the market price of the Company’s Ordinary Shares.

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.

 Response: The Amended Registration Statement has been revised on the cover page to
indicate that the sales of the securities being registered in his prospectus, or the perception in the market, that such sales may occur, could result in significant decline in the public trading of the Company’s Class A 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.

 Response: The Amended Registration Statement has been revised on page 37-38 to
include a risk factor indicating the negative pressure on the public trading price of the Company’s Ordinary Shares. The Amended Registration Statement has also been revised on the cover page to 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.

CALIFORNIA | COLORADO | DISTRICT OF
COLUMBIA | FLORIDA | GEORGIA | ILLINOIS | MARYLAND | MASSACHUSETTS | MINNESOTA

 NEW YORK | NORTH
CAROLINA | OHIO | PENNSYLVANIA | SOUTH
CAROLINA | TENNESSEE | TEXAS | VIRGINIA | WEST VIRGINIA

 Securities and Exchange Commission

December 20, 2024

  Page
 3

 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.

 Response: The Amended Registration Statement has been revised on page 44 to
address this comment.

 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.

 Response: The Company is experiencing challenging situation related to funding of working capital required for the
projects due to the significant redemption at closing of the BCA. Further, the Company stock is trading at low price and further funds from warrants cannot be expected. The Company is maintaining the projects for Kakinada and Scotland in good
standing and is negotiating with new investors to invest in the projects directly. The activity levels in the projects are kept at a low level to save cost and will only be increased when the remaining funding for the projects to reach Final
Investment Decision (FID) is secured.

 For funding of general operating cost for the next 6-12 months the Company has signed a USD 50M Equity Line of
Credit (ELOC) with ARENA BUSINESS SOLUTIONS GLOBAL SPC II, LTD coming into effect when registration statement is effective. This facility will enable funding for working capital required for the holding company and to keep the projects in good
standing. The shares for the ELOC are registered as part of the Amended Registration Statement. The Company is in addition negotiating a new USD 7-10 million credit facility for short term funding of operations. Finally, the Company expect to
re-start the paused credit facilities with Helena and Millenia during the next 3 months, as soon as the market value of the Company is brought to a level above USD 100 million after the shares are registered under this Amended Registration
Statement.

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.

 Response:
The Amended Registration Statement has been revised on pages 39,46, and 47 to address this comment.

8.
 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 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.

Response: The Amended Registration Statement has been revised on page 112 to address this comment.

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.

 Response: The Company acknowledges the Staff’s comment and confirms understanding that the retention by a selling
shareholder of an underwriter would constitute a material change to the Company’s distribution plan requiring a post-effective amendment. The Company has also revised its disclosure on page 162 of the Amended Registration Statement in response
to the Staff’s comment.

CALIFORNIA | COLORADO | DISTRICT OF
COLUMBIA | FLORIDA | GEORGIA | ILLINOIS | MARYLAND | MASSACHUSETTS | MINNESOTA

 NEW YORK | NORTH
CAROLINA | OHIO | PENNSYLVANIA | SOUTH
CAROLINA | TENNESSEE | TEXAS | VIRGINIA | WEST VIRGINIA

 Securities and Exchange Commission

December 20, 2024

  Page
 4

 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.

 Response: The Company respectfully advises the Staff that it has revised the
Amended Registration Statement to include the correct Exhibits 5.1 and 5.2 pertaining to the legality opinions accurately describing the transactions covered by the Amended 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.

Response: The Amended Registration Statement has been revised on page 47-50 to include a risk factor clarifying how the sales of a substantial number
of the Company’s Ordinary Shares in the public market could cause the price of our Ordinary Shares to fall. The Amended Registration Statement has been further revised to include a table disclosing the potential profit based on the Ordinary
Shares’ current trading price.

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.

 Response: The Amended Registration Statement has
been revised to include the updated financial statements included in the filing of the Company’s Form 6-K on October 16, 2024 and has also been further revised on the Capitalization and Indebtedness,
MD&A and Pro Forma sections to update the financial information.

13.
 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 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.

Response: The Company respectfully advises the Staff that the Amended Registration Statement has been revised to indicate that all of the securities
being registered on this Amended Registration Statement are being registered as a secondary offering rather than a primary offering.

CALIFORNIA | COLORADO | DISTRICT OF
COLUMBIA | FLORIDA | GEORGIA | ILLINOIS | MARYLAND | MASSACHUSETTS | MINNESOTA

 NEW YORK | NORTH
CAROLINA | OHIO | PENNSYLVANIA | SOUTH
CAROLINA | TENNESSEE | TEXAS | VIRGINIA | WEST VIRGINIA

 Securities and Exchange Commission

December 20, 2024

  Page
 5

 *  *  *  *  *

Given the Company’s time constraints to complete the registration of the securities in the Amended Registration Statement, we would be very appreciative
of the Staff’s expeditious review of the Company’s responses and updates to the Amended Registration Statement. Please contact me with any questions or follow up requests. I can be reached at 202-689-2987 or andy.tucker@nelsonmullins.com. Thank you very much for your assistance.

Very truly yours,

/s/ Andrew M. Tucker

 AMT

CALIFORNIA | COLORADO | DISTRICT OF
COLUMBIA | FLORIDA | GEORGIA | ILLINOIS | MARYLAND | MASSACHUSETTS | MINNESOTA

 NEW YORK | NORTH
CAROLINA | OHIO | PENNSYLVANIA | SOUTH
CAROLINA | TENNESSEE | TEXAS | VIRGINIA | WEST VIRGINIA

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

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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

 February 12, 2024

Via EDGAR

 Office of Trade & Services

Division of Corporation Finance

 U.S. SECURITIES
AND EXCHANGE COMMISSION

 100 F Street, N.E.

Washington, D.C., 20549

Attention:

Michael Purcell

Kevin Dougherty

Re:

Crown LNG Holdings Limited

Registration Statement on Form F-4, as amended

File No. 333-274832

 Dear Mr. Purcell and Mr. Dougherty:

Pursuant to Rule 461 under the Securities Act of 1933, as amended, Crown LNG Holdings Limited (the “Company”) hereby
requests that the effective date of the Company’s Registration Statement on Form F-4 (File No. 333-274832), as amended (the “Registration
Statement”) be accelerated by the Securities and Exchange Commission so that the Registration Statement will become effective at 4:30 p.m., Eastern Time, on February 14, 2024, or as soon as practicable thereafter. The Company
hereby authorizes Andrew Tucker and Rebekah McCorvey of Nelson Mullins Riley & Scarborough LLP, counsel to the Company, to modify or withdraw this request for acceleration orally.

The Company requests that we be notified of such effectiveness by a telephone call to Andrew Tucker at +1 (202)
689-2987 or Rebekah McCorvey at +1 (470) 515-1971 and that such effectiveness also be confirmed in writing.

Please do not hesitate to contact Andrew Tucker at +1 (202) 689-2987 or andy.tucker@nelsonmullins.com
or Rebekah McCorvey at +1 (470) 515-1971 or rebekah.mccorvey@nelsonmullins.com with any questions or comments with respect to this letter.

Very truly yours,

Crown LNG Holdings Limited

/s/ Jørn S. Husemoen

Name:

Jørn S. Husemoen

Title:

Chief Financial Officer of Crown LNG Holdings Limited

cc:

 Andrew M. Tucker, Esq., Nelson Mullins Riley & Scarborough LLP

W. David Manheim, Esq., Nelson Mullins Riley & Scarborough LLP

Rebekah D. McCorvey, Esq., Nelson Mullins Riley & Scarborough LLP

Jocelyn Arel, Esq., Goodwin Procter LLP

 Jeffrey A.
Letalien, Esq., Goodwin Procter LLP

 Audrey S. Leigh, Esq., Goodwin Procter LLP

Daniel Dusek, Esq., Goodwin Procter LLP

 Douglas Freeman,
Esq., Goodwin Procter LLP

 Victor Chen, Esq., Goodwin Procter LLP

CORRESP
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CORRESP

 NELSON MULLINS RILEY & SCARBOROUGH LLP

ATTORNEYS AND COUNSELORS AT LAW

 101 Constitution Avenue, NW, Suite 900

Washington D.C., 20001

 T: 202.689.2800 F: 202.689.2860

nelsonmullins.com

 February 2, 2024

Via EDGAR

 Division of Corporation Finance

Office of Energy & Transportation

 U.S.
SECURITIES AND EXCHANGE COMMISSION

 100 F Street, N.E.

Washington, DC 20549

Attention:

Michael Purcell

Kevin Dougherty

RE:

Crown LNG Holdings Ltd

Amendment No. 3 to the Registration Statement on Form F-4

Filed January 18, 2024

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 January 30, 2024 (the “Comment Letter”) from the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”), regarding pre-effective Amendment No. 3 to the Company’s Registration Statement on Form F-4 filed on January 18, 2024 (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. 4 to the
Registration Statement on Form F-4 (the “Amended Registration Statement”) with the Commission today.

The numbered paragraph below corresponds to the numbered comment in the Comment Letter, and the Staff’s comment is presented in bold
italics, followed by the Company’s response. Capitalized terms used in this letter but otherwise not defined herein shall have the meanings set forth in the Amended Registration Statement.

Amendment No. 3 to the Registration Statement on Form F-4

Risk Factors

 Catcha may be unable to meet the Minimum
Cash Condition or to obtain additional financing to complete our initial business combination…, page 68

1.  Refer to your response dated December 6, 2023 to comment 7 in our letter dated October 27, 2023 in which you advised that you
were in discussions regarding financing to achieve Catcha’s minimum cash condition necessary to complete the business combination and that you expected to provide an update in a pre-effective amendment to
the Registration Statement when the definitive terms of a financing were finalized. We remind you that you will need to update your disclosures throughout the filing regarding how Catcha will satisfy this minimum cash condition prior to requesting
effectiveness of the Registration Statement.

 Office of Energy & Transportation

Division of Corporation Finance

  Page
 2

 Response: The Company respectfully acknowledges the Staff’s comment and advises the Staff
that the Business Combination Agreement has been amended to remove the minimum cash condition. A copy of the amendment to the Business Combination Agreement is included in Annex A to the Registration Statement starting on page A-82 and is also attached as Exhibit 2.3 to the Amended Registration Statement. The Company respectfully advises the Staff that it has revised disclosure throughout the Amended Registration Statement to reflect the
removal of the minimum cash condition.

 *****

Please direct any questions or further communications relating to the above to the undersigned at (202)
689-2987 or Rebekah McCorvey at (470) 515-1971. Thank you for your attention to this matter.

Very truly yours,

/s/ Andrew Tucker

Andrew Tucker

cc:
 Jørn Husemoen, Crown LNG Holdings, Ltd.

CALIFORNIA |
COLORADO | DISTRICT OF COLUMBIA | FLORIDA | GEORGIA | ILLINOIS | MARYLAND | MASSACHUSETTS | MINNESOTA

 NEW YORK | NORTH CAROLINA |
OHIO | PENNSYLVANIA | SOUTH CAROLINA | TENNESSEE | TEXAS | VIRGINIA | WEST VIRGINIA

United States securities and exchange commission logo
January 30, 2024
Jørn Husemoen
Chief Financial Officer
Crown LNG Holdings Ltd
3rd Floor, 44 Esplanade
St. Helier, Jersey
JE4 9WG
Re:Crown LNG Holdings Ltd
Amendment No. 3 to the Registration Statement on Form F-4
Filed January 18, 2024
File No. 333-274832
Dear Jørn Husemoen:
            We have reviewed your amended registration statement and have the following comment.
            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. Unless we note otherwise,
any references to prior comments are to comments in our January 12, 2024 letter.
Amendment No. 3 to the Registration Statement on Form F-4
Risk Factors
Catcha may be unable to meet the Minimum Cash Condition or to obtain additional financing to
complete our initial business combination..., page 68
1.Refer to your response dated December 6, 2023 to comment 7 in our letter dated October
27, 2023 in which you advised that you were in discussions regarding financing to achieve
Catcha's minimum cash condition necessary to complete the business combination and
that you expected to provide an update in a pre-effective amendment to the Registration
Statement when the definitive terms of a financing were finalized.  We remind you that
you will need to update your disclosures throughout the filing regarding how Catcha will
satisfy this minimum cash condition prior to requesting effectiveness of the Registration
Statement.

 FirstName LastNameJørn Husemoen
 Comapany NameCrown LNG Holdings Ltd
 January 30, 2024 Page 2
 FirstName LastName
Jørn Husemoen
Crown LNG Holdings Ltd
January 30, 2024
Page 2
            Please contact Sondra Snyder at 202-551-3332 or Robert Babula at 202-551-3339 if you
have questions regarding comments on the financial statements and related matters. Please
contact Michael Purcell at 202-551-5351 or Kevin Dougherty at 202-551-3271 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       Rebekah McCorvey

January 18, 2024
Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
Re:  Registration Statement on Form F-4 (Registration No. 333-274832)

To whom it may concern:
We write regarding the above-referenced registration statement (the “Registration
Statement”) of Crown LNG Holdings Limited (the “Issuer”) concerning a proposed
business combination  (the “Transaction”) between the Issuer,  Catcha Investment Corp
(the “SPAC”) and Crown LNG Holding AS (the “Target”).  As of the date of this letter,
the Registration Statement has not yet been declared effective.
This letter is to advise you that, effective as of August 10, 2023, our firm has
resigned from, and ceased or refused to act in, every office, capacity, and relationship in
which we were described in the Registration Statement as acting or agreeing to act with
respect to the Transaction.  We further advise you that neither our firm, any person who
controls it (within the meaning of either Section 15 of the Securities Act of 1933 (the
“Securities Act”)) nor any of its affiliates (within the meaning of Rule 405 under the
Securities Act) will be responsible for any part of the Registration Statement.  In
connection with our role as underwriter for the SPAC’s initial public offering, we have
waived our entitlement to the payment of any deferred compensation.
Please be advised that nothing herein is intended to constitute an acknowledgment
or admission, and we expressly deny, that we have been or are an underwriter (within the
meaning of Section 2(a)(11) of the Securities Act or the rules and regulations
promulgated thereunder) with respect to the Transaction.
Sincerely,
J.P. Morgan Securities LLC
By:  _____________________
Name: Peter Castoro
Title: Vice President

cc: Crown LNG Holdings Limited

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CORRESP

 NELSON MULLINS RILEY & SCARBOROUGH LLP

ATTORNEYS AND COUNSELORS AT LAW

 101 Constitution Avenue, NW, Suite 900

Washington D.C., 20001

 T: 202.689.2800 F: 202.689.2860

nelsonmullins.com

 January 18, 2024

Via EDGAR

 Division of Corporation Finance

Office of Energy & Transportation

 U.S.
SECURITIES AND EXCHANGE COMMISSION

 100 F Street, N.E.

Washington, DC 20549

Attention:

Michael Purcell

Kevin Dougherty

RE:

Crown LNG Holdings Ltd

Amendment No. 2 to the Registration Statement on Form F-4

Filed December 29, 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 January 12, 2024 (the “Comment Letter”) from the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”), regarding pre-effective Amendment No. 2 to the Company’s Registration Statement on Form F-4 filed December 29, 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. 3 to the
Registration Statement on Form F-4 (the “Amended Registration Statement”) with the Commission today.

The numbered paragraphs below correspond to the numbered comments in the Comment Letter, and the Staff’s comments are presented in bold
italics, followed by the Company’s response. Capitalized terms used in this letter but otherwise not defined herein shall have the meanings set forth in the Amended Registration Statement.

Amendment No. 2 to the Registration Statement on Form F-4

Index to Financial Statements

 Crown LNG Holding AS,
page F-1

 1.        Please explain your consideration of Item
8.A.4 of Form 20-F and the corresponding instructions which indicates that, in the case of an initial public offering, audited financial statements should generally not be older than 12 months at the time of
filing. Please note that audited financial statements not older than 15 months may be permitted if you are able to represent the following: the company is not required to comply with the 12-month requirement
for the age of financial statements in any other jurisdiction outside the United States and complying with the 12-month requirement is impracticable or involves undue hardship. If you meet the above criteria,
please provide a representation from management which indicates you meet the criteria and file that representation as an exhibit to the amendment to this registration statement. If you do not meet the criteria, please provide updated audited
financial statements and related disclosures.

 Office of Energy & Transportation

Division of Corporation Finance

  Page
 2

 Response: The Company respectfully acknowledges the Staff’s comment and is filing
Amendment No. 3 concurrently herewith to include a representation letter from the Company’s management pursuant to Instruction 2 to Item 8.A.4 of Form 20-F.

General

2.        We note your response to comment 6 and we re-issue. Please
confirm if votes by written consent will be solicited from all stockholders of Crown contemporaneously, including those who have not signed the support agreements and would be ineligible to purchase in a private offering. Refer to Security Act
Sections Compliance and Disclosure Interpretation 239.13 for more information.

 Response: The Company respectfully acknowledges the
Staff’s comment and intends to solicit the vote by written consent of the Company’s stockholders contemporaneously by soliciting prior to the vote of the Catcha shareholders, but after the effectiveness of the Registration Statement.

*****

 Please direct any
questions or further communications relating to the above to the undersigned at (202) 689-2987 or Rebekah McCorvey at (470) 515-1971. Thank you for your attention
to this matter.

Very truly yours,

/s/ Andrew Tucker

Andrew Tucker

cc:
 Jørn Husemoen, Crown LNG Holdings, Ltd.

CALIFORNIA |
COLORADO | DISTRICT OF COLUMBIA | FLORIDA | GEORGIA | ILLINOIS | MARYLAND | MASSACHUSETTS | MINNESOTA

 NEW YORK | NORTH CAROLINA |
OHIO | PENNSYLVANIA | SOUTH CAROLINA | TENNESSEE | TEXAS | VIRGINIA | WEST VIRGINIA

United States securities and exchange commission logo
January 12, 2024
Jørn Husemoen
Chief Financial Officer
Crown LNG Holdings Ltd
3rd Floor, 44 Esplanade
St. Helier, Jersey
JE4 9WG
Re:Crown LNG Holdings Ltd
Amendment No. 2 to the Registration Statement on Form F-4
Filed December 29, 2023
File No. 333-274832
Dear Jørn Husemoen:
            We have reviewed your amended registration statement and have the following
comments.
            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. Unless we note otherwise,
any references to prior comments are to comments in our December 22, 2023 letter.
Amendment No. 2 to the Registration Statement on Form F-4
Index to Financial Statements
Crown LNG Holding AS, page F-1
1.Please explain your consideration of Item 8.A.4 of Form 20-F and the corresponding
instructions which indicates that, in the case of an initial public offering, audited financial
statements should generally not be older than 12 months at the time of filing. Please note
that audited financial statements not older than 15 months may be permitted if you are
able to represent the following: the company is not required to comply with the 12-month
requirement for the age of financial statements in any other jurisdiction outside the United
States and complying with the 12-month requirement is impracticable or involves undue
hardship. If you meet the above criteria, please provide a representation from management
which indicates you meet the criteria and file that representation as an exhibit to the

 FirstName LastNameJørn Husemoen
 Comapany NameCrown LNG Holdings Ltd
 January 12, 2024 Page 2
 FirstName LastName
Jørn Husemoen
Crown LNG Holdings Ltd
January 12, 2024
Page 2
amendment to this registration statement. If you do not meet the criteria, please provide
updated audited financial statements and related disclosures.
General
2.We note your response to comment 6 and we re-issue. Please confirm if votes by written
consent will be solicited from all stockholders of Crown contemporaneously, including
those who have not signed the support agreements and would be ineligible to purchase in
a private offering. Refer to Security Act Sections Compliance and Disclosure
Interpretation 239.13 for more information.
            Please contact Sondra Snyder at 202-551-3332 or Robert Babula at 202-551-3339 if you
have questions regarding comments on the financial statements and related matters. Please
contact Michael Purcell at 202-551-5351 or Kevin Dougherty at 202-551-3271 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       Rebekah McCorvey

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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 29, 2023

Via EDGAR

 Office of Energy & Transportation

 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 December 22, 2023 (the “Comment Letter”) from the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”), regarding pre-effective Amendment No. 1 to the Company’s Registration Statement on Form F-4 filed December 6, 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. 2 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. Unless otherwise indicated, page references in the responses correspond to
the page numbers in the Amended Registration Statement, and page references otherwise correspond to the page numbers in the Registration Statement. Capitalized terms used in this letter but otherwise not defined herein shall have the meanings set
forth in the Amended Registration Statement.

 Amendment No. 1 to the Registration Statement on Form F-4

 Risk Factors

 Our warrant agreement designates
the courts of the State of New York or the United States

 District Court..., page 90

1.
 In response to comment 8 we note you added language in the last paragraph of this risk factor that if a
warrant holder brings a claim against PubCo under the warrant agreement, the Securities Act or Exchange Act, or otherwise, such warrant holder may have difficulty pursuing its legal rights against PubCo in any United States courts having
jurisdiction over any such claims. Please discuss if you intend this disclosure to be consistent with the section “Enforcement of Civil Liabilities” and if so, if you retain such disclosure, please revise to provide a cross reference to
that section.

 Office of Energy & Transportation

Division of Corporation Finance

  Page
 2

 Response: The Company respectfully acknowledges the Staff’s comment
and advises the Staff that it has revised the disclosure on page 91 of the Amended Registration Statement in response to the Staff’s comment.

Background of the Business Combination, page 119

2.
 In response to comment 21 we note that you revised Crown’s MD&A under “Commitments and
Contractual Obligations” section on pages 258-259 to disclose that the Business Combination is not conditioned upon exercise of the “KGLNG Option” or the “GBTRON Option.” You further
state in your response letter that the Business Combination is conditioned upon, and the valuation of Crown includes, Crown’s right to exercise such options subject to the provisions of the KGLNG Agreement and the GBTRON Agreement, not the
exercise itself. However, it appears from disclosure throughout the “Background of the Business Combination” section that Crown’s financial model, Crown’s financial projections, the valuation of Crown and the Catcha Board’s
approval were based upon the proposed KGLNG Transaction and GBTRON Transaction. For example, you disclose that management proposed increasing “the premoney valuation of Crown from between approximately $325 million and $350 million
(as contemplated under the LOI with Crown) to approximately $600 million, primarily because the projected revenue and annual run-rate adjusted EBITDA attributable to Crown would increase over 100% after
giving effect to the proposed KGLNG Transaction and GBTRON Transaction.” In terms of the August 3, 2023 KGLNG Agreement, please revise to clarify if Crown’s financial model, Crown’s financial projections, the valuation of Crown
and the Catcha Board’s approval were based upon the KGLNG Agreement’s (i) Grant of Future Payment Right and (ii) Grant of Option to buy 100% interest in KGLNG. If Crown only possesses (i) grant of future payment right under
the KGLNG and (ii) right to exercise options to buy 100% interest in KGLNG and GBTRON, please also provide risk factor disclosure that addresses the risks that such options are not exercised and any attendant impact on the business of Crown, as
well as a “Future Payment Termination Event” such as First Gas does not occur by January 1, 2030 (for any reason whatsoever) as disclosed in the KGLNG Agreement.

Response: The Company respectfully acknowledges the Staff’s comment and advises the Staff that it has included a
risk factor on page 37 and revised the disclosure on pages 132-133 of the Amended Registration Statement in response to the Staff’s comment.

Material Tax Considerations, page 159

3.
 In response to prior comment 17, we note that you filed a tax opinion as Exhibit 8.1 in which Nelson Mullins
provides that (i) it is their opinion that the Catcha Reorganization will qualify as a reorganization under Section 368(a)(1)(F) of the Code (an “F Reorganization”) and (ii) confirms that the statements set forth under the
section entitled “Material Tax Considerations—Certain Material U.S. Federal Income Tax Considerations” insofar as they address the material U.S. federal income tax considerations with respect to the Catcha Reorganization, and discuss
matters of U.S. federal income tax law and regulations or legal conclusions with respect thereto, are its opinion. Accordingly, please revise your prospectus to state clearly that the disclosure in the tax consequences section of the prospectus is
the opinion of the named counsel and clearly identify and articulate the opinion being rendered. See Section III.B of Staff Legal Bulletin No. 19 (October 14, 2011) for more information.

Response: The Company respectfully acknowledges the Staff’s comment and advises the Staff that it has revised the
disclosure on pages 87 and 167 of the Amended Registration Statement in response to the Staff’s comment.

 Crown’s Management’s
Discussion and Analysis of Financial Condition and Results of Operations

 Cash Flow Summary, page 257

4.
 Please revise the amounts presented for cash flows used in operating activities and cash flows provided by
financing activities for the six months ended June 30, 2023 to agree with the amounts presented in your statements of cash flows. Revise the amounts of operating and financing cash flows discussed in your analysis of cash flows
for the six months ended June 30, 2023 compared to the six months ended June 30, 2022 to agree with the amounts presented in your statements of cash flows. Also revise the amount of net cash used in
operating activities disclosed in the second sentence of the first risk factor on page 35 to agree with the amount presented in your statements of cash flows for the six months ended June 30, 2023.

 CALIFORNIA | COLORADO
| DISTRICT OF COLUMBIA | FLORIDA | GEORGIA | ILLINOIS | MARYLAND | MASSACHUSETTS | MINNESOTA NEW YORK | NORTH CAROLINA | OHIO | PENNSYLVANIA | SOUTH CAROLINA | TENNESSEE | TEXAS | VIRGINIA | WEST VIRGINIA

 Office of Energy & Transportation

Division of Corporation Finance

  Page
 3

 Response: The Company respectfully acknowledges the Staff’s comment
and advises the Staff that it has revised the disclosure on pages 35 and 258 of the Amended Registration Statement in response to the Staff’s comment.

Exhibits

5.
 We note in your Form of Memorandum and Articles of Association of PubCo, to become effective upon
consummation of the Business Combination, filed in Exhibit 3.2 and included as Annex C to the proxy statement/prospectus contains in Article 40 a forum selection provision that identifies the courts of the Island of Jersey as the exclusive forum for
certain litigation, including any “derivative action.” Please disclose whether this provision applies to actions arising under the Securities Act or Exchange Act. In that regard, we note that Section 27 of the Exchange Act creates
exclusive federal jurisdiction over all suits brought to enforce any duty or liability created by the Exchange Act or the rules and regulations thereunder, and 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 and regulations thereunder. If the provision applies to Securities Act claims, please also revise your prospectus to state that there is
uncertainty as to whether a court would enforce such provision and that investors cannot waive compliance with the federal securities laws and the rules and regulations thereunder. If this provision does not apply to actions arising under the
Securities Act or Exchange Act, please also ensure that the exclusive forum provision in the governing documents states this clearly.

Response: The Company respectfully acknowledges the Staff’s comment and advises the Staff that the Company has
revised Article 40 of its amended and restated memorandum and articles of association filed in Exhibit 3.2 and included as Annex C to the Amended Registration Statement to provide that the exclusive forum provision does not apply to any action or
suits brought to enforce any liability or duty created by the Securities Act or the Exchange Act.

 General

6.
 We note your response to comment 26. In terms of complying with the criteria of Security Act Sections
Compliance and Disclosure Interpretation 239.13, please address if votes will be solicited from shareholders of Crown who have not signed the agreements and would be ineligible to purchase in a private offering.

Response: The Company respectfully acknowledges the Staff’s comment and advises the Staff that the Company has
obtained support agreements from holders of a majority of its outstanding shares, including each of its officers, directors and holders of 5% or more of its outstanding shares, but has not sought to enter into support agreements with holders of a
smaller number of shares. All of the parties to the support agreements are either accredited investors, non-U.S. persons within the meaning of Regulation S, or both, and eligible to receive PubCo shares in a
private placement exempt from registration under the Securities Act. The support agreements contain a contractual obligation to vote to approve the transactions contemplated by the Business Combination, but do not themselves constitute action to
approve such transactions. Such approval will be sought following the effectiveness of the Registration Statement. 112 holders of approximately 10% of the outstanding shares of the Company are not parties to the support agreements and, consistent
with the referenced C&DI, are eligible to receive PubCo shares in a transaction registered on Form F-4, as they have not yet made any investment decision related thereto.

*                *
         *                *                *

 CALIFORNIA | COLORADO
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 Office of Energy & Transportation

Division of Corporation Finance

  Page
 4

 Please direct any questions or further communications relating to the above to the
undersigned at (202) 689-2987 or Rebekah McCorvey at (470) 515-1971. Thank you for your attention to this matter.

Very truly yours,

 /s/ Andrew Tucker

Andrew Tucker

cc:

Jørn Husemoen, Crown LNG Holdings, Ltd.

 CALIFORNIA | COLORADO
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United States securities and exchange commission logo
December 22, 2023
Jørn Husemoen
Chief Financial Officer
Crown LNG Holdings Ltd
3rd Floor, 44 Esplanade
St. Helier, Jersey
JE4 9WG
Re:Crown LNG Holdings Ltd
Amendment No. 1 to the Registration Statement on Form F-4
Filed December 6, 2023
File No. 333-274832
Dear Jørn Husemoen:
            We have reviewed your amended registration statement and have the following
comments.
            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. Unless we note otherwise,
any references to prior comments are to comments in our October 27, 2023 letter.
Amendment No. 1 to the Registration Statement on Form F-4
Risk Factors
Our warrant agreement designates the courts of the State of New York or the United States
District Court..., page 90
1.In response to comment 8 we note you added language in the last paragraph of this risk
factor that if a warrant holder brings a claim against PubCo under the warrant agreement,
the Securities Act or Exchange Act, or otherwise, such warrant holder may have difficulty
pursuing its legal rights against PubCo in any United States courts having jurisdiction over
any such claims. Please discuss if you intend this disclosure to be consistent with the
section "Enforcement of Civil Liabilities" and if so, if you retain such disclosure, please
revise to provide a cross reference to that section.

 FirstName LastNameJørn Husemoen
 Comapany NameCrown LNG Holdings Ltd
 December 22, 2023 Page 2
 FirstName LastName
Jørn Husemoen
Crown LNG Holdings Ltd
December 22, 2023
Page 2
Background of the Business Combination, page 119
2.In response to comment 21 we note that you revised Crown's MD&A under
"Commitments and Contractual Obligations" section on pages 258-259 to disclose that the
Business Combination is not conditioned upon exercise of the "KGLNG Option" or
the "GBTRON Option." You further state in your response letter that the Business
Combination is conditioned upon, and the valuation of Crown includes, Crown’s right to
exercise such options subject to the provisions of the KGLNG Agreement and the
GBTRON Agreement, not the exercise itself. However, it appears from disclosure
throughout the "Background of the Business Combination" section that Crown's financial
model, Crown's financial projections, the valuation of Crown and the Catcha Board's
approval were based upon the proposed KGLNG Transaction and GBTRON Transaction.
For example, you disclose that management proposed increasing "the pre-
money valuation of Crown from between approximately $325 million and $350 million
(as contemplated under the LOI with Crown) to approximately $600 million, primarily
because the projected revenue and annual run-rate adjusted EBITDA attributable to
Crown would increase over 100% after giving effect to the proposed KGLNG Transaction
and GBTRON Transaction."  In terms of the August 3, 2023 KGLNG Agreement, please
revise to clarify if Crown's financial model, Crown's financial projections, the valuation of
Crown and the Catcha Board's approval were based upon the KGLNG Agreement's (i)
Grant of Future Payment Right and (ii) Grant of Option to buy 100% interest in KGLNG.
If Crown only possesses (i) grant of future payment right under the KGLNG and (ii) right
to exercise options to buy 100% interest in KGLNG and GBTRON, please also provide
risk factor disclosure that addresses the risks that such options are not exercised and any
attendant impact on the business of Crown, as well as a "Future Payment Termination
Event" such as First Gas does not occur by January 1, 2030 (for any reason whatsoever) as
disclosed in the KGLNG Agreement.
Material Tax Considerations, page 159
3.In response to prior comment 17, we note that you filed a tax opinion as Exhibit 8.1 in
which Nelson Mullins provides that (i) it is their opinion that the Catcha Reorganization
will qualify as a reorganization under Section 368(a)(1)(F) of the Code (an “F
Reorganization”) and (ii) confirms that the statements set forth under the section entitled
“Material Tax Considerations - Certain Material U.S. Federal Income Tax
Considerations” insofar as they address the material U.S. federal income tax
considerations with respect to the Catcha Reorganization, and discuss matters of U.S.
federal income tax law and regulations or legal conclusions with respect thereto, are its
opinion. Accordingly, please revise your prospectus to state clearly that the disclosure in
the tax consequences section of the prospectus is the opinion of the named counsel and
clearly identify and articulate the opinion being rendered. See Section III.B of Staff Legal
Bulletin No. 19 (October 14, 2011) for more information.

 FirstName LastNameJørn Husemoen
 Comapany NameCrown LNG Holdings Ltd
 December 22, 2023 Page 3
 FirstName LastName
Jørn Husemoen
Crown LNG Holdings Ltd
December 22, 2023
Page 3
Crown's Management's Discussion and Analysis of Financial Condition and Results of
Operations
Cash Flow Summary, page 257
4.Please revise the amounts presented for cash flows used in operating activities and cash
flows provided by financing activities for the six months ended June 30, 2023 to agree
with the amounts presented in your statements of cash flows.  Revise the amounts of
operating and financing cash flows discussed in your analysis of cash flows for the six
months ended June 30, 2023 compared to the six months ended June 30, 2022 to agree
with the amounts presented in your statements of cash flows.

Also revise the amount of net cash used in operating activities disclosed in the second
sentence of the first risk factor on page 35 to agree with the amount presented in your
statements of cash flows for the six months ended June 30, 2023.
Exhibits
5.We note in your Form of Memorandum and Articles of Association of PubCo, to become
effective upon consummation of the Business Combination, filed in Exhibit 3.2
and included as Annex C to the proxy statement/prospectus contains in Article 40 a forum
selection provision that identifies the courts of the Island of Jersey as the exclusive forum
for certain litigation, including any “derivative action.” Please disclose whether this
provision applies to actions arising under the Securities Act or Exchange Act. In that
regard, we note that Section 27 of the Exchange Act creates exclusive federal jurisdiction
over all suits brought to enforce any duty or liability created by the Exchange Act or the
rules and regulations thereunder, and 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 and regulations thereunder. If the
provision applies to Securities Act claims, please also revise your prospectus to state that
there is uncertainty as to whether a court would enforce such provision and that investors
cannot waive compliance with the federal securities laws and the rules and regulations
thereunder. If this provision does not apply to actions arising under the Securities Act or
Exchange Act, please also ensure that the exclusive forum provision in the governing
documents states this clearly.
General
6.We note your response to comment 26. In terms of complying with the criteria of Security
Act Sections Compliance and Disclosure Interpretation 239.13, please address if votes
will be solicited from shareholders of Crown who have not signed the agreements and
would be ineligible to purchase in a private offering.

 FirstName LastNameJørn Husemoen
 Comapany NameCrown LNG Holdings Ltd
 December 22, 2023 Page 4
 FirstName LastName
Jørn Husemoen
Crown LNG Holdings Ltd
December 22, 2023
Page 4
            Please contact Sondra Snyder at 202-551-3332 or Robert Babula at 202-551-3339 if you
have questions regarding comments on the financial statements and related matters. Please
contact Michael Purcell at 202-551-5351 or Kevin Dougherty at 202-551-3271 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       Rebekah McCorvey

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.

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| DISTRICT OF COLUMBIA | FLORIDA | GEORGIA | ILLINOIS | MARYLAND | MASSACHUSETTS | MINNESOTA

 Office of Trade & Services

Division of Corporation Finance

  Page
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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

United States securities and exchange commission logo
October 27, 2023
Jørn Husemoen
Chief Financial Officer
Crown LNG Holdings Ltd
3rd Floor, 44 Esplanade
St. Helier, Jersey
JE4 9WG
Re:Crown LNG Holdings Ltd
Registration Statement on Form F-4
Filed October 2, 2023
File No. 333-274832
Dear Jørn Husemoen:
            We have reviewed your registration statement and have the following comments.
            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-4
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.
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.
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.

 FirstName LastNameJørn Husemoen
 Comapany NameCrown LNG Holdings Ltd
 October 27, 2023 Page 2
 FirstName LastNameJørn Husemoen
Crown LNG Holdings Ltd
October 27, 2023
Page 2
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.
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.

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.
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.  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.
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

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 Comapany NameCrown LNG Holdings Ltd
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October 27, 2023
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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.
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.
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.
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
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.

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 Comapany NameCrown LNG Holdings Ltd
 October 27, 2023 Page 4
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Jørn Husemoen
Crown LNG Holdings Ltd
October 27, 2023
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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.
14.We note your disclosure that "For the period between the Closing of the Business
Combination, until each of the Key Projects are expected to be FID-ready" you
disclose Front End Engineering and Design (“FEED”) cost estimates and expected dates
for which the project would be FID-ready for both the Kakinada and Grangemouth
Project, and "For the period between each of the Key Projects being FID-ready, and each
of the Key Project beginning operations and achieving first gas" you disclose that
following the completion of the FEED work and each project being FID-ready, Crown
expects to raise project level financing, to achieve FID and begin construction for each
project, with construction costs and timeline for each project. Please disclose the cost
estimate accuracy range and contingency values for each project used in Crown's estimate,
as well as any schedule contingency used in such estimate.
15.Please disclose how you estimated "Annualized Run Rate Revenue" and "Annualized Run
Rate EBITDA (Margin)."
Summary of Valuation Approach(in $ millions)
1. Comparable Company Analysis, page 138
16.We note your explanation that the listed companies used in your comparable company
analysis possessed similar infrastructure and development sector. Please revise to explain
any differences, if material, between the Crown and the comparable companies. For
example, we note Crown is currently a pre-income company.
Material Tax Considerations
The Merger, page 161
17.You disclose that the Merger is expected to qualify as a reorganization under
Section 368(a)(1)(F) of the Code, and if the Merger qualifies as a reorganization under
Section 368(a)(1)(F) of the Code then no gain or loss is expected to be recognized by
Catcha as a result of the Merger.  Furthermore, you disclose (i) that a U.S. Holder of
Catcha Class A Ordinary Shares or Catcha’s public warrants that exchanges its Catcha
Class A Ordinary Shares or public warrants pursuant to the Merger is not expected to

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 Comapany NameCrown LNG Holdings Ltd
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October 27, 2023
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recognize gain or loss on the Exchange of Catcha Class A Ordinary Shares and public
warrants for PubCo securities, and that (ii)  a U.S. Holder generally will not recognize
gain or loss upon the acquisition of a PubCo Ordinary Share on the exercise of a PubCo
Warrant for cash. Considering that the tax consequences appear material to an investor
and a representation as to tax consequences is set forth in the filing, please file a tax
opinion that clearly identify each material tax consequence being opined upon and sets
forth the author's opinion. See Item 601(b)(8) and Section III of Staff Legal Bulletin No.
19 (October, 14 2011).
Information about Crown, page 215
18.Please disclose the dates and titles of all sources for your estimates of your industry. For
example, disclose such information for the Morgan Stanley report on global LNG demand
and the various government statistics of demand growth.
Crown's Executive Office and Director Compensation
Management for Hire Agreement, page 256
19.Please file the Gantt Hire Agreement as an exhibit. See Item 601(b)(10) of Regulation S-
K.
Beneficial Ownership of Securities, page 258
20.For East LNG Pte Ltd, you disclose in footnote 7 that this represents shares to be issued
pursuant to the KGLNG Agreement, dated August 3, 2023. You disclose GBS Infra Pte
Ltd owns 100% of the interest in East LNG Pte Ltd and has sole voting and investment
power of the securities held by East LNG Pte Ltd. You further disclose that Kataria
Capital Corporation holds 50% of the voting and investment power of the securities held
by GBS Infra Pte Ltd, with Swapan Katara the ultimate beneficial owner of such 50%
interest as Trustee of the Kataria Trust that owns 100% of the interest in Kataria Capital
Corporation. Please disclose the person(s) that hold voting and/or investment power over
the other 50% of interest in GBS Infra Pte Ltd. See Item 18 of Form F-4 and Item 7.A of
Form 20-F.
Certain Relationships and Related Person Transactions
Certain Relationships and Related Person Transactions -- Crown, page 265
21.You disclose the KGLNG Agreement and GBTRON Agreement, both dated August 3,
2023. In both, Crown appears to have the option to buy 100% interest
in KGLNG and GBTRON, respectively.  Please disclose if this business combination is
conditioned on the exercise of such options, or otherwise discuss if there any possibility
Crown will not exercise such options. In this regard, we note the valuation of Crown
appears to include its holdings and rights after exercise of such options and related
agreements.

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 Comapany NameCrown LNG Holdings Ltd
 October 27, 2023 Page 6
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Jørn Husemoen
Crown LNG Holdings Ltd
October 27, 2023
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22.Please discuss if the securities issuable under the KGLNG Agreement Grant of Future
Payment Right and Grant of Option and the GBTRON Agreement Grant of Option you
intend to be registered or exempt. Please also discuss if such securities issuable under
these agreements are reflected in your beneficial ownership table.
Financial Statements
General, page F-1
23.Please update the financial statements for Crown LNG Holding AS, the pro forma
financial information and other financial information included in the filing in accordance
with Item 8.A.5. of Form 20-F.
General
24.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,
present to potential investors in reliance on Section 5(d) of the Securities Act, whether or
not they retain copies of the communications.
25.Please include the section discussing each proposal to be voted upon at your extraordinary
general meeting in your table of contents. At present, you only include (i) the business
combination proposal, (ii) the advisory charter proposal, and (iii) the adjournment
proposal in your table of contents.
26.In your filing fee table, you include 60,000,000 Ordinary Shares representing the
maximum number of Ordinary Shares to be issued to the shareholders of Crown LNG
Holding AS, a private limited liability company incorporated under the laws of Norway in
connection with the Business Combination. Please discuss your basis for registering such
shares.
            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.

 FirstName LastNameJørn Husemoen
 Comapany NameCrown LNG Holdings Ltd
 October 27, 2023 Page 7
 FirstName LastName
Jørn Husemoen
Crown LNG Holdings Ltd
October 27, 2023
Page 7

            Please contact Sondra Snyder at 202-551-3332 or Robert Babula at 202-551-3339 if you
have questions regarding comments on the financial statements and related matters. Please
contact Michael Purcell at 202-551-5351 or Kevin Dougherty at 202-551-3271 with any other
questions.
Sincerely,
D