Contract analysis

1. We note the Company's revisions to the disclosure of its Hypothetical-Liquidation-at-Book-Value ("HLBV") methodology in the Critical Accounting Policies section of Management's Discussion and Analysis of Financial Condition and Results of Operations ("MD&A"), as set forth at pages 72 through 75 of Amendment No. 1. While we acknowledge that the Company provided additional disclosure in response to our first-round c

2. In connection with Comment 1 above, and with reference to pages 72 through 75 of Amendment No. 1, we request that the Company provide additional disclosure regarding the key judgments and estimates inherent in the application of the HLBV methodology to the Solaris West tax-equity partnership. Specifically, please revise your disclosure to address each of the following: • Disclose the Company's assumptions regardin

3. We acknowledge the Company's revisions to its revenue recognition disclosure in Amendment No. 1, including the additional information provided in the Business section regarding the Company's project portfolio. However, we request further detail regarding revenue derived from power purchase agreements ("PPAs"). We note that the Company's 22 operating projects, with a combined generating capacity of approximately 3.

4. We note that the Company presents Adjusted EBITDA as a key performance measure in both the Prospectus Summary and the MD&A section. For fiscal year 2021, the Company reports Adjusted EBITDA of $218.6 million, as compared to GAAP net income of $41.7 million, and provides a reconciliation of Adjusted EBITDA to GAAP net income in Amendment No. 1. We have the following comments regarding the reconciliation and present

5. Related to Comment 4 above, we note that the Prospectus Summary presents Adjusted EBITDA figures prominently, including in tabular format, in the "Summary Financial Data" section of the Prospectus Summary. We note that Adjusted EBITDA is presented before GAAP net income in the table, and that the Adjusted EBITDA figures are presented in bold typeface while the GAAP net income figures are not. Please revise the Pro

6. We note the disclosure in the "Underwriting" section and the "Shares Eligible for Future Sale" section of Amendment No. 1 regarding the lock-up provisions applicable to the Company's officers, directors, and certain stockholders. The lock-up agreements provide for a 180-day lock-up period following the date of the final prospectus, subject to certain carve-outs. Based on our review of the disclosure, the carve-out

7. Related to Comment 6 above, we note the issuer lock-up provision described in the "Underwriting" section of Amendment No. 1. The issuer lock-up restricts Calloway-Briggs Renewables Inc. from issuing, selling, or registering additional shares of its common stock for 180 days following the date of the final prospectus, subject to customary exceptions, including exceptions for issuances under employee equity plans an