United States securities and exchange commission logo
October 25, 2023
Peter Brogaard Hansen
Chief Financial Officer
Cadeler A/S
Arne Jacobsens Alle 7, 7th floor
DK-2300 Copenhagen S, Denmark
Re: Cadeler A/S
Registration
Statement on Form F-4
Filed October 19,
2023
File No. 333-275092
Dear Peter Brogaard Hansen:
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.
Unless we note otherwise,
any references to prior comments are to comments in our October 16, 2023
letter.
Registration Statement on Form F-4 filed October 19, 2023
Questions and Answers About the Offer and the Merger, page 7
1. We note the following
disclosure on page 13: "The Offer was commenced on the date of
the first public filing
of the registration statement on Form F-4 of which this prospectus is
a part." This statement
appears to be incorrect, as it does not appear that the Offer has
commenced. Relatedly,
we note the following apparently incorrect disclosure on page
320: "In addition,
Cadeler has filed with the SEC a tender offer statement on Schedule
TO... . Eneti has filed
with the SEC a solicitation/recommendation statement on Schedule
14D-9... ." Please
revise, or advise.
Peter Brogaard Hansen
FirstName
Cadeler A/SLastNamePeter Brogaard Hansen
Comapany
October 25,NameCadeler
2023 A/S
October
Page 2 25, 2023 Page 2
FirstName LastName
Exhibits
2. Please have counsel revise the legal opinion to remove the assumption
in Section 2.d.i, as
counsel cannot assume that the company has taken all corporate actions
necessary to
authorize the issuance of the securities. In addition, please have
counsel revise Page 6 to
delete the statement that the opinion shall not be relied upon by any
person other than the
Company. Refer to Sections II.B.3.a and II.B.3.d of Staff Legal
Bulletin No. 19 for
guidance.
You may contact Brian McAllister, Staff Accountant, at (202) 551-3341 or
Raj Rajan,
Staff Accountant, at (202) 551-8094 if you have questions regarding comments on
the financial
statements and related matters. Please contact Liz Packebusch, Staff Attorney,
at (202) 551-
8749 or Karina Dorin, Staff Attorney, at (202) 551-3763 with any other
questions.
Sincerely,
Division of
Corporation Finance
Office of Energy
& Transportation
cc: Connie I. Milonakis