Sandra and Garrett,
I am pleased to report that the Staff of the Division of Corporation Finance of the Securities and Exchange Commission has orally indicated to us today, June 14, 2022, that it has completed its review of the draft registration statement on Form S-1 (as amended) (CIK No. 0001948372) for the proposed initial public offering of shares of common stock of Calloway-Briggs Renewables Inc. ("CBR" or the "Company"). The Staff does not intend to issue further comments at this time.
This oral clearance follows our filing of Amendment No. 2 to the draft registration statement on June 10, 2022 (EDGAR Accession No. 0001948372-22-000003), which responded to the Staff's second-round comment letter containing seven follow-up comments. In total, this represents the successful resolution of all 25 comments received across two rounds of review — 18 in the initial comment letter received May 6, 2022, and 7 in the follow-up letter received June 3, 2022. Natasha Forbes has maintained a detailed comment tracking matrix reflecting the disposition of each comment, which we are happy to circulate to anyone who would like the full resolution summary.
**What Oral Clearance Means — and What It Does Not Mean**
To ensure there is no ambiguity, I want to be precise about the significance and limitations of today's development. Oral clearance means that the Staff is satisfied with the disclosure in its current form and is prepared to accelerate effectiveness of the registration statement once a pricing amendment is filed. However, the registration statement has *not* been declared effective. It remains a confidential draft registration statement submitted pursuant to the provisions available to the Company as an "emerging growth company" under the JOBS Act. The registration statement will not be declared effective, and the offering will not proceed, until the Company and the underwriters — led by Hargrove Keating & Co., as lead-left book-running manager — mutually determine to proceed to pricing. At that point, the Company would need to publicly file the registration statement (converting from the confidential draft submission process to a public filing), together with a final pricing amendment reflecting the actual offering price per share, final share numbers, and final underwriting discount.
**Procedural Steps Remaining Before Pricing**
When the Company and underwriters determine to launch, the sequence of events would be substantially as follows:
1. **Public filing** of the S-1 registration statement, converting from the confidential DRS process to a public EDGAR filing.
2. **Filing of the pricing amendment** with final terms, including: the offering price per share (currently assumed at a midpoint of $22.00 per share for drafting purposes), the final number of base shares (approximately 23,713,636 shares at midpoint), the overallotment shares (approximately 3,559,091 shares), and the aggregate offering size ($600,000,000 inclusive of full exercise of the 15% greenshoe option).
3. **SEC declaration of effectiveness.**
4. **Execution of the underwriting agreement and pricing agreement** by CBR, Pinnacle Vista Capital Partners III, LP (as selling stockholder), and the underwriting syndicate.
5. **Delivery of closing deliverables**, including: the officer's certificate (to be executed by Garrett as CEO and Marcus as CFO), secretary's certificate, good-standing certificates from applicable jurisdictions, legal opinions from Calderwood & Harkness LLP (company counsel) and Prescott, Danforth & Yee LLP (underwriters' counsel), the comfort letter from Ashford & Pemberton LLP (independent auditor), negative assurance (10b-5) letters, and executed lock-up agreements from all required signatories.
6. **NYSE listing approval** under Listing Application No. NYSE-2022-04218 and **FINRA no-objection** under Filing No. 20221129-01 (both applications have been filed; final approvals are contingent on pricing).
7. **Commencement of the roadshow** (Broadmark Strategic Communications coordinating logistics).
8. **Pricing and closing** (anticipated on a T+3 or T+2 settlement basis).
**Status of Key Workstreams**
I want to provide a brief update on the status of the principal open workstreams so that we have a clear picture of our readiness posture:
- *Underwriting Agreement:* The draft underwriting agreement has been negotiated to a near-final state with Margaret Yee at Prescott, Danforth & Yee. The agreement is substantially agreed in all material respects, including the material adverse effect definition (with customary carve-outs) and the 180-day lock-up provisions. The agreement has not been executed and will not be until pricing.
- *Lock-Up Agreements:* Fifteen of the eighteen required signatories have executed their lock-up agreements. Three remain outstanding. These will need to be completed before any launch.
- *Comfort Letter:* We received an initial draft comfort letter from Gregory Sondheim at Ashford & Pemberton dated June 8, 2022, covering the Company's FY 2019–2021 audited financial statements and Q1 2022 unaudited interim financial data. The comfort letter will require a bring-down and pricing circle-up upon relaunch.
- *Lender Consents:* A draft consent request has been circulated to Veltrano National Bank but has not yet been finalized. Draft notice letters to Prairie Commercial Bank with respect to the Mesquite Wind and Cimarron Solar project-level facilities have been prepared but not yet delivered.
- *Tax-Equity Consent:* A draft consent request to Veltara Basin Financial LLC has been prepared but not yet delivered.
- *D&O Insurance:* The directors' and officers' insurance tower is in place at $50 million in aggregate coverage (Meridian National on the primary layer, Stonebridge on excess Layer 1, and Commonwealth Fidelity on excess Layer 2). We have reviewed the policy forms and confirmed they are adequate for IPO readiness.
- *NYSE and FINRA:* Applications have been filed with both the NYSE and FINRA. Final approvals are contingent on pricing and are expected to be received promptly once pricing terms are established.
**Timing and Market Conditions**
I want to acknowledge what everyone on this email is well aware of: the timing of any launch remains subject to the Company's and the underwriters' assessment of prevailing market conditions. The renewables-sector IPO market has been challenging in recent months, and I understand that the Company and Hargrove Keating are monitoring conditions closely. We would be happy to arrange a call with Oliver Marchetti and Sonia Tran at Hargrove Keating to discuss their market-window analysis at your convenience.
**Financial Statement Freshness**
One item I want to flag briefly for planning purposes: the current draft registration statement includes audited financial statements through fiscal year 2021 (December 31, 2021) and unaudited interim financial statements for Q1 2022 (March 31, 2022). Under Regulation S-X, if the offering extends beyond certain periods, updated financial statements will be required. Specifically, if the offering does not price before the applicable staleness date, Q2 2022 financial statements would need to be prepared and incorporated into the registration statement. We will prepare a more detailed staleness analysis and timeline if you would find that helpful, but I wanted to ensure this consideration is on everyone's radar as you evaluate launch timing.
**Recommended Next Steps**
We recommend the following:
1. Schedule a status call among CBR management (Sandra, Garrett, and Marcus), Calderwood & Harkness, and Hargrove Keating to discuss launch timing and market readiness.
2. Calderwood & Harkness will continue to hold the file in a state of readiness and will work to finalize the remaining open items — specifically, the three outstanding lock-up agreements, the lender and tax-equity consents, and the good-standing certificates.
3. If the Company determines it is prudent to wait for improved market conditions before launching, we are happy to prepare a reactivation readiness summary that catalogs all items requiring refresh or update at the time of relaunch.
**Closing**
Garrett and Sandra — congratulations to you and the entire CBR team on reaching this significant milestone. Clearing the SEC comment process across two rounds without requiring a third round of comments is a strong result and reflects the quality of the Company's disclosure and the hard work of everyone involved. While there is still meaningful work ahead before this offering can be brought to market, the registration statement is now in a position to be made effective on relatively short notice once you and the underwriters are prepared to launch.
Calderwood & Harkness stands ready to move quickly when that time comes. Please do not hesitate to call me directly at any time with questions.
Best regards,
Jennifer Kwon Partner, Capital Markets Calderwood & Harkness LLP Tel: (212) 555-4800 jkwon@calderwoodharkness.com
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