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                             February 25, 2022

       Richard Fraser-Smith
       Chief Financial Officer
       Pacific Green Technologies Inc.
       8 The Green
       Suite 10212
       Dover, DE 19901

                                                        Re: Pacific Green
Technologies Inc.
                                                            Form 10-K for the
Fiscal Year ended March 31, 2021
                                                            Filed June 29, 2021
                                                            File No. 000-54756

       Dear Mr. Fraser-Smith:

              We have reviewed your filing and have the following comments. In
some of our
       comments, we may ask you to provide us with information so we may better
understand your
       disclosure.

              Please respond to these comments 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 our
       comments apply to your facts and circumstances, please tell us why in
your response.

                                                        After reviewing your
response to these comments, we may have additional comments.

       Form 10-K for the Fiscal Year ended March 31, 2021

       Controls and Procedures
       Evaluation of Disclosure Controls and Procedures, page 23

   1.                                                   We note that while you
have provided disclosures indicating you maintain disclosure
                                                        controls and
procedures, you have not provided any conclusions regarding the
                                                        effectiveness of
disclosure controls and procedures in either your annual report or the
                                                        subsequent interim
reports. You are required to conduct an evaluation of the effectiveness
                                                        of disclosure controls
and procedures as of the end of each fiscal quarter pursuant to
                                                          240.13a-15 of
Regulation 13A; and you must disclose a conclusion regarding the
                                                        effectiveness to comply
with Item 307 of Regulation S-K.

                                                        Please revise your
filings as necessary to clarify whether you have conducted the required
                                                        evaluations and to
disclose any conclusions that have been formulated by your principal
 Richard Fraser-Smith
Pacific Green Technologies Inc.
February 25, 2022
Page 2
         executive and principal financial officers regarding the effectiveness
of your disclosure
         controls and procedures as of the end of each fiscal quarter.
Financial Statements
Consolidated Statements of Operations and Comprehensive Income, page F-4

2.       We note that your cost of goods sold and gross profit measures exclude
depreciation and
         amortization expense that may be attributable to the generation of
revenue as either cost of
         goods sold or cost of services under GAAP.

         The accommodation in SAB Topic 11:B for presenting an incomplete cost
of goods sold
         measure generally requires that you provide a parenthetical notation
identifying the
         excluded amounts. However, this accommodation does not extend to the
measure of gross
         profit, which should reflect all costs of revenues in accordance with
GAAP.

         Given your disclosure in Note 2(g), explaining that you generate
revenue from the sale of
         emission control equipment, related services, and design and
engineering services, please
         disclose the extent to which your cost of goods sold measure also
includes the cost of
         services. In conjunction with the foregoing, please describe the
composition of amounts
         reported as "Management and technical consulting" and "Salaries and
wage expenses"
         sufficiently to understand how these relate to business activities and
the extent to which
         such amounts are also attributable to the costs of goods sold or costs
of services.

         Any amounts attributable to cost of goods sold and cost of services
that are presented
         separately should be repositioned to precede and be reflected in your
measure of gross
         profit. If you wish to retain an incomplete measure of gross profit in
MD&A, you will
         need to select an alternate label for the measure and provide a
reconciliation from gross
         profit in accordance with GAAP to your non-GAAP measure, along with
the additional
         information prescribed by Item 10(e) of Regulation S-K.

         Please revise your Statements of Operations and Comprehensive Income,
financial
         statement notes, and the related tabulations and narratives in MD&A,
accordingly.
        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. You may contact Mark Wojciechowski, Staff Accountant, at
(202) 551-3759
or Jenifer Gallagher, Staff Accountant, at (202) 551-3706 if you have any
questions.



FirstName LastNameRichard Fraser-Smith                         Sincerely,
Comapany NamePacific Green Technologies Inc.
                                                               Division of
Corporation Finance
February 25, 2022 Page 2                                       Office of Energy
& Transportation
FirstName LastName