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United States securities and exchange commission logo
December 21, 2020
Sean F. McClain
President and Chief Executive Officer
Montauk Renewables, Inc.
680 Anderson Drive, 5th Floor
Pittsburgh, PA 15220
Re: Montauk Renewables,
Inc.
Registration
Statement on Form S-1
Filed December 11,
2020
File No. 333-251312
Dear Mr. McClain:
We have reviewed your registration statement 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 this letter by amending your registration
statement and providing the
requested information. If you do not believe our comments apply 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 these comments, we may have additional comments.
Registration Statement on Form S-1
Our Amended and Restated Certificate of Incorporation will provide that,
unless we determine
otherwise, page 43
1. We note your revisions
in response to prior comment 6 and reissue the comment in part.
Please make
corresponding revisions to your disclosure under "Choice of Forum" on page
147 and revise your
Amended and Restated Certificate of Incorporation to state clearly
that your Delaware
Forum Provision does not apply to actions arising under the Securities
Act or Exchange Act.
Sean F. McClain
FirstName LastNameSean
Montauk Renewables, Inc. F. McClain
Comapany21,
December NameMontauk
2020 Renewables, Inc.
December
Page 2 21, 2020 Page 2
FirstName LastName
Management s Discussion and Analysis of Financial Condition and Results of
Operations
Internal Control Over Financial Reporting, page 75
2. We note your disclosure regarding the material weakness identified in
connection with the
preparation of your interim financial statements for the nine months
ended September 30,
2020 and 2019. Furthermore, you state the material weakness resulted
in accounting
adjustments recorded to certain accounts in the interim financial
statements, prior to their
issuance. Tell us how you determined that the material weakness
related to income tax
provision and related accruals did not impact the financial statements
for the years ended
December 31, 2019 and 2018.
Management, page 120
3. We note you disclose here that Sean F. McClain is your President and
Chief Executive
Officer, but your registration statement has been signed by Scott
Loughman as Chief
Executive Officer and President. Please advise or revise.
Security Ownership of Certain Beneficial Owners and Management, page 138
4. Please revise to disclose the natural person or persons who exercise
voting or dispositive
control over the shares beneficially owned by Montauk Holdings Limited
and CFB Clean
Energy Capital Ltd. See Item 403 of Regulation S-K and Exchange Act
Rule 13d-3.
Exhibits
5. Please have counsel file a revised opinion that does not include any
assumptions (1) that
are readily ascertainable, (2) that assume any material facts, or (3)
with regard to which
counsel may appropriately rely on applicable officers certificates,
or provide
supplemental support as to why the particular assumption should be
unobjectionable. For
example, we refer you to the assumptions set forth in the first
sentence of the third
paragraph on page 1. Refer to Section II.B.3.a of Staff Legal Bulletin
No. 19 (Corp. Fin.,
October 14, 2011).
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.
Sean F. McClain
Montauk Renewables, Inc.
December 21, 2020
Page 3
You may contact Wei Lu, Staff Accountant, at (202) 551-3725 or Shannon
Buskirk, Staff
Accountant, at (202) 551-3717 if you have questions regarding comments on the
financial
statements and related matters. Please contact Karina Dorin, Staff Attorney, at
(202) 551-3763
or Loan Lauren Nguyen, Legal Branch Chief, at (202) 551-3642 with any other
questions.
Sincerely,
FirstName LastNameSean F. McClain
Division of
Corporation Finance
Comapany NameMontauk Renewables, Inc.
Office of Energy &
Transportation
December 21, 2020 Page 3
cc: Amy Pandit
FirstName LastName