FuelCell Energy 3 Great Pasture Road Danbury, CT 06810
www.fuelcellenergy.com | |
March 6, 2025
Via EDGAR
U.S. Securities and Exchange Commission Division of Corporation Finance 100 F. Street N.E. Washington, D.C. 20549 |
| Attention: | Ms. Erin Donahue | |
| Ms. Erin Purnell | ||
| Re: | Acceleration of Effective Date | |
FuelCell Energy, Inc. Post-Effective Amendment No. 2 to Registration Statement on Form S-3 Filed December 27, 2024 Post-Effective Amendment No. 3 to Registration Statement on Form S-3 Filed March 5, 2025 |
Ladies and Gentlemen:
Pursuant to Rule 461 under the Securities Act of 1933, as amended (the “Securities Act”), FuelCell Energy, Inc. (the “Company”) hereby requests that the effective date of the Registration Statement on Form S-3 (File. No. 333-274971) (as amended, the “Registration Statement”) be accelerated so that the Registration Statement becomes effective under the Securities Act at 4:30 P.M. Eastern Time on March 10, 2025 or as soon as practicable thereafter.
The Company respectfully requests that you notify Ms. Megan A. Odroniec of Foley & Lardner LLP of such effectiveness by a telephone call to (813) 225-4117.
| Sincerely, | ||
| FUELCELL ENERGY, INC. | ||
| By: | /s/ Michael S. Bishop | |
| Name: | Michael S. Bishop | |
| Title: | Chief Financial Officer and Treasurer | |
| cc: | Jason Few, Chief Executive Officer and President | |
| Joshua Dolger, General Counsel and Corporate Secretary |