Alan,
I hope you're doing well. Following up on our organizational meeting in mid-March, I'm writing to provide formal instructions for the preparation, proofing, and EDGAR submission of the initial confidential draft registration statement in connection with the proposed IPO of Calloway-Briggs Renewables Inc. ("CBR" or the "Company") on the New York Stock Exchange (proposed ticker: CBRI). For your records, this matter is tracked internally as **C&H Matter No. 1015-00001**.
As discussed, the initial confidential draft registration statement on Form S-1 (the "DRS-1") is being finalized and is targeted for confidential submission to the SEC on or about **April 11, 2022**. The submission will be made pursuant to the JOBS Act confidential submission process — CBR qualifies as an emerging growth company under the Securities Act. Accordingly, this will be a **confidential submission only** and will not be publicly disseminated on EDGAR at this stage.
Below please find detailed instructions organized by topic.
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**1. Document Identification**
- **Document:** Draft Registration Statement on Form S-1 - **Registrant:** Calloway-Briggs Renewables Inc. - **State of Incorporation:** Delaware - **SEC CIK Number:** 0001948372 - **EIN:** 83-4027615 - **Registrant's Address:** 4200 Ridgeline Parkway, Suite 1100, Austin, TX 78746 - **Registered Agent in Delaware:** Capitol Statutory Services, Inc., 1209 Orange Street, Wilmington, DE 19801
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**2. EDGAR Filing Specifications**
- **Filing Type:** DRS (Draft Registration Statement — confidential submission under the JOBS Act) - **Target EDGAR Submission Date:** April 11, 2022
Please prepare the EDGAR filing in **HTML format**, with all exhibits properly tagged and linked. The specific requirements are as follows:
- C&H will transmit the final Word document of the DRS-1 to Ridgeway by **close of business on Sunday, April 10, 2022**, for EDGAR conversion. We will need the converted filing ready for review first thing Monday morning, April 11, in advance of submission that day. - The filing will include **Part I** (Prospectus) and **Part II** (Information Not Required in Prospectus). - **Financial Statements:** The DRS-1 will include audited financial statements for FY 2019, FY 2020, and FY 2021, as well as unaudited interim financial statements for Q1 2022. Financial data will be provided by Ashford & Pemberton LLP, the Company's independent auditor (contact: Gregory Sondheim), and by CBR's finance team (contact: Priya Anand, SVP Finance & Treasurer). We will coordinate delivery of the financial data to you in tandem with the main document. - **XBRL/iXBRL Tagging:** Please prepare XBRL/iXBRL tagging of financial statements as required under applicable SEC rules. Note that certain EGC accommodations may apply to the tagging requirements — we will confirm the specific scope of tagging obligations and let you know promptly if any adjustments are needed. - **Exhibits:** An exhibits index will be included in Part II of the filing. The individual exhibit files will be transmitted to you separately, and we will provide a complete exhibit checklist in advance.
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**3. Printing Instructions / PDF Proofs**
Please prepare a **complete PDF proof set** of the DRS-1 for working-group review prior to EDGAR submission. The proof should be circulated to the working group **no later than the morning of Sunday, April 10, 2022**, to allow sufficient time for a final review before we transmit the final Word document later that day.
Formatting should follow **standard S-1 prospectus format**. The cover page should include the following:
- **Registrant Name:** Calloway-Briggs Renewables Inc. - **Proposed Offering:** Shares of Common Stock, par value $0.01 per share - **Proposed NYSE Listing:** Ticker symbol CBRI - **Aggregate Offering Amount:** Approximately $600,000,000 (inclusive of overallotment option) - **Lead-Left Book-Running Manager:** Hargrove Keating & Co. - **Joint Book-Running Managers:** Linden Pratt Securities LLC; Graymont Brothers Inc. - **Co-Managers:** Barfield Stuart & Co.; Crane Whitley Capital LLC - **Issuer's Counsel:** Calderwood & Harkness LLP - **Underwriters' Counsel:** Prescott, Danforth & Yee LLP - **Independent Auditor:** Ashford & Pemberton LLP
**No printed prospectuses are required at this stage.** Physical printing will be required only if and when the offering progresses to the roadshow and pricing phase. At that point, Ridgeway should be prepared to produce preliminary prospectuses (red herrings) on short turnaround — we will provide advance notice and specific quantity and delivery instructions as that timeline becomes clearer.
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**4. Confidentiality and Security**
I want to emphasize that this is a **confidential submission** — the DRS-1 and all related draft materials are **not public** and must be treated with the highest degree of confidentiality.
Please take the following steps:
- **Restrict access** to the document and all associated materials to the designated Ridgeway account team only. No one outside that team should have access without prior written authorization from C&H. - All draft materials should be maintained on **Ridgeway's secure platform** with access strictly limited to the authorized working-group members identified below.
**Authorized Users for the Ridgeway Workspace / Virtual Deal Room:**
*Calderwood & Harkness LLP:* - Jennifer Kwon - Brendan Walsh - Natasha Forbes - Leonard Cross
*Calloway-Briggs Renewables Inc.:* - Sandra Haverford - Marcus Yoon - Priya Anand
*Hargrove Keating & Co.:* - Oliver Marchetti - Sonia Tran - Daniel Furman
*Prescott, Danforth & Yee LLP (Underwriters' Counsel):* - Margaret Yee - Scott Halverson - Anita Desmond
*Whitfield Archer & Doss LLP (Counsel to Pinnacle Vista):* - Christine Navarro - Derek Fong
Please note that the Whitfield Archer & Doss individuals should receive **viewer access only**. Full contact details for each of these individuals are available in the working group list (Document 7 — Responsibility Matrix), which was circulated following the organizational meeting.
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**5. Subsequent Filings / Amendment Process**
We anticipate at least one round of SEC staff comments following the DRS-1 submission, which will necessitate preparation and filing of one or more amendments to the registration statement. Ridgeway should be prepared to handle amendments on an **expedited basis** as the comment/response cycle progresses.
For each amendment, we will require:
- **Blackline/redline versions** marked against the immediately prior filing - Updated EDGAR conversion and submission - Updated PDF proofs for working-group review
C&H will provide detailed turn instructions for each amendment cycle as they arise.
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**6. Billing / Account Information**
- **Matter Reference:** C&H Matter No. 1015-00001 - **Client:** Calloway-Briggs Renewables Inc.
Per the engagement terms, printing and EDGAR filing costs are to be **billed directly to the issuer**. All invoices should reference the matter number above. Please direct invoices to Sandra Haverford at CBR (copied here) and copy me.
We would appreciate it if you could provide a **cost estimate** for (a) the initial EDGAR filing and conversion, (b) preparation of the PDF proof set, and (c) anticipated costs for amendment filings (on a per-amendment basis, if possible). Please send that estimate to me at your earliest convenience.
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**7. Contact Information and Next Steps**
The primary contact at C&H for day-to-day coordination on printing and EDGAR matters is me:
> **Brendan Walsh** > Calderwood & Harkness LLP > 599 Lexington Avenue, New York, NY 10022 > Email: bwalsh@calderwoodharkness.com > Phone: (212) 558-7340
My backup contact is **Natasha Forbes** (nforbes@calderwoodharkness.com; (212) 558-7355).
I have the following requests for next steps:
1. **Please confirm receipt** of this email and these instructions. 2. **Please set up the Ridgeway workspace** for this project and provide login credentials to each of the authorized users listed above at your earliest convenience. 3. **Please let me know your availability for a brief call on Saturday, April 9**, to walk through the filing timeline in detail and confirm readiness for the April 10–11 workflow. I'm flexible on timing and can work around your schedule.
Please note that the draft S-1 document itself will be transmitted to you separately on April 10, as noted above. We will also send a complete exhibit package in advance of or concurrent with the main document.
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Alan, thank you as always for Ridgeway's support on this transaction. We're looking forward to working with you and your team through the filing process. Additional instructions will follow as the offering progresses, but please don't hesitate to reach out in the meantime if you have any questions or need anything from our end.
Best regards,
**Brendan Walsh** Associate Calderwood & Harkness LLP 599 Lexington Avenue New York, NY 10022 T: (212) 558-7340 E: bwalsh@calderwoodharkness.com
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