[sheet: Cover]

Field

MEMORANDUM

TO:	Jennifer Kwon, Responsible Partner, Capital Markets
FROM:	Natasha Forbes, Working Associate, Capital Markets
CC:	Theodore Langston, Billing Partner; Brendan Walsh, Lead Associate; Leonard Cross, Specialist Partner, Tax
DATE:	June 14, 2022 (Updated)
RE:	Calloway-Briggs Renewables Inc. — Summary of SEC Comments and Resolution Status
C&H Matter No.:	1015-00001
CLIENT:	Calloway-Briggs Renewables Inc. (CBR)
SEC CIK:	0001948372
PROPOSED TICKER:	CBRI (New York Stock Exchange)
STATUS:	All 25 comments resolved — SEC oral clearance indicated June 14, 2022
SUMMARY	This memorandum tracks all comments received from the SEC Division of Corporation Finance in connection with CBR's confidential draft registration statement on Form S-1 (DRS-1), initially submitted April 11, 2022 (EDGAR Accession No. 0001948372-22-000001). The SEC issued two rounds of comments: (1) First-Round Comment Letter received May 6, 2022, containing 18 comments; and (2) Second-Round Comment Letter received June 3, 2022, containing 7 follow-up comments. Responses and corresponding amendments were filed as follows: Amendment No. 1 (EDGAR Accession No. 0001948372-22-000002) filed May 20, 2022; Amendment No. 2 (EDGAR Accession No. 0001948372-22-000003) filed June 10, 2022. The SEC indicated oral clearance on June 14, 2022, subject to the pricing amendment. As of the date of this memorandum, the offering has not yet been priced and remains subject to a final go/no-go decision by the Company and underwriters.

KEY CONTACTS

Issuer's Counsel:	Calderwood & Harkness LLP — Jennifer Kwon (partner), Brendan Walsh (lead associate), Natasha Forbes (working associate), Leonard Cross (tax)
Underwriters' Counsel:	Prescott, Danforth & Yee LLP — Margaret Yee (partner), Scott Halverson (counsel), Anita Desmond (associate)
CBR Management:	Sandra Haverford (General Counsel), Marcus Yoon (CFO), Priya Anand (SVP Finance & Treasurer)
Independent Auditor:	Ashford & Pemberton LLP — Gregory Sondheim (lead engagement partner), Irene Valdez (audit manager)
Tax Advisor:	Kessler McBride & Associates LLP — Alan Kessler, Linda McBride

[sheet: First Round Comments]

Comment No.	SEC Comment Topic	S-1 Section Affected	SEC Comment Summary	Responsible Party — C&H	Responsible Party — Client / Third Party	Response Strategy	S-1 Amendment Reference	Response Letter Reference	Date Resolved	Status	Notes
1	Revenue Recognition — PPA Revenue	MD&A; Financial Statements Note 2	Staff requests enhanced disclosure of the Company's revenue recognition policies for power purchase agreements (PPAs), including the distinction between fixed-price and variable-price PPAs, the timing of revenue recognition, and the treatment of curtailment payments. Staff notes that the current disclosure does not sufficiently explain how the Company determines the transaction price under ASC 606 for contracts with variable consideration.	Brendan Walsh / Natasha Forbes	Marcus Yoon (CFO); Ashford & Pemberton LLP (Gregory Sondheim)	Expanded MD&A narrative to describe PPA structures (fixed-price, variable-price, and indexed); added detail on ASC 606 variable-consideration methodology; enhanced Note 2 disclosure in financial statements to disaggregate revenue by PPA type.	Amendment No. 1, pp. 67-69 (MD&A); pp. F-12 to F-14 (Notes)	Response Letter dated May 20, 2022, Comment 1 response, pp. 2-4	2022-05-20	Resolved	Coordinated with A&P on revised footnote language; CFO reviewed and approved disaggregated revenue table.
2	Revenue Recognition — Renewable Energy Credits (RECs)	MD&A; Financial Statements Note 2	Please tell us how the Company accounts for Renewable Energy Credits (RECs) bundled with and unbundled from PPAs. Clarify whether RECs are accounted for as separate performance obligations under ASC 606.	Natasha Forbes	Marcus Yoon (CFO); Ashford & Pemberton LLP (Irene Valdez)	Added disclosure explaining that bundled RECs are not accounted for as separate performance obligations; unbundled RECs are recognized at the point of generation and sale. Provided supplemental analysis of ASC 606 Step 2 to Staff.	Amendment No. 1, pp. 69-70 (MD&A); pp. F-14 (Notes)	Response Letter dated May 20, 2022, Comment 2 response, pp. 4-5	2022-05-20	Resolved
3	Segment Reporting	Financial Statements Note 15	Staff notes the Company currently reports as a single operating segment. Please provide your analysis under ASC 280 supporting the conclusion that the Company operates as a single reportable segment, including the role of the chief operating decision maker (CODM) and the discrete financial information reviewed.	Brendan Walsh	Marcus Yoon (CFO); Dale Renfroe (COO); Ashford & Pemberton LLP	Provided supplemental letter explaining CODM analysis (CEO Garrett Calloway is the CODM); discrete financial information reviewed at an aggregated level; operating decisions not made by technology type or geography. Enhanced Note 15 disclosure to explain single-segment conclusion.	Amendment No. 1, pp. F-38 (Note 15)	Response Letter dated May 20, 2022, Comment 3 response, pp. 5-7	2022-05-20	Resolved	Staff accepted single-segment conclusion after review of CODM reporting package excerpts provided supplementally.
4	Risk Factors — Specificity	Risk Factors	Several risk factors appear overly generic. Please revise to make the risk factors specific to the Company's circumstances, including specific project names, geographic exposure, counterparty concentrations, and quantitative thresholds where applicable.	Brendan Walsh / Natasha Forbes	Sandra Haverford (General Counsel)	Revised 12 risk factors to include project-specific references (Solaris West, Pronghorn Wind, Mesquite Wind, Cimarron Solar); added geographic concentration data (TX, NM, AZ, CA, OK); quantified PPA counterparty concentration and debt maturity exposure.	Amendment No. 1, pp. 18-42 (Risk Factors)	Response Letter dated May 20, 2022, Comment 4 response, pp. 7-9	2022-05-20	Resolved
5	Risk Factors — Tax-Equity Structure	Risk Factors	Please add a risk factor addressing the risks associated with the Company's tax-equity partnership structures, including the risk of ITC recapture upon a change of control or disposition of project assets, and the impact of changes in tax law on the viability of partnership-flip structures.	Leonard Cross	Kessler McBride & Associates LLP (Alan Kessler)	Added new risk factor specifically addressing tax-equity risks, ITC recapture exposure (Solaris West / Veltara Basin Financial), partnership-flip timing, and legislative risk to ITC/PTC framework.	Amendment No. 1, pp. 36-37 (Risk Factors)	Response Letter dated May 20, 2022, Comment 5 response, pp. 9-10	2022-05-20	Resolved	Coordinated with Kessler McBride on technical accuracy of ITC recapture disclosure.
6	Tax-Equity Accounting — HLBV Methodology	MD&A; Financial Statements Note 9	Please provide a more detailed explanation of the Hypothetical-Liquidation-at-Book-Value (HLBV) methodology used to account for the Solaris West tax-equity partnership with Veltara Basin Financial LLC, including the key assumptions, the impact of the partnership flip on earnings allocation, and reconciliation to GAAP.	Leonard Cross / Natasha Forbes	Marcus Yoon (CFO); Ashford & Pemberton LLP (Gregory Sondheim); Kessler McBride & Associates LLP (Linda McBride)	Expanded MD&A critical accounting policies section; added illustrative HLBV waterfall; enhanced Note 9 with detailed partnership-flip mechanics, assumed flip date (2028), and Veltara Basin investment amount ($280M).	Amendment No. 1, pp. 72-74 (MD&A); pp. F-24 to F-26 (Note 9)	Response Letter dated May 20, 2022, Comment 6 response, pp. 10-13	2022-05-20	Resolved — subject to further follow-up in Second Round (see Comment 19)	Staff indicated in second round that additional HLBV clarification was needed.
7	Non-GAAP Measures — Adjusted EBITDA Reconciliation	MD&A; Prospectus Summary	Please revise the Adjusted EBITDA reconciliation to clearly label each adjustment, explain why each adjustment is appropriate, and provide the quantitative impact of each adjustment. Ensure that the presentation does not give undue prominence to the non-GAAP measure over GAAP net income.	Brendan Walsh	Marcus Yoon (CFO); Priya Anand (SVP Finance & Treasurer)	Revised Adjusted EBITDA reconciliation table with line-by-line descriptions of adjustments (stock-based compensation, unrealized gains/losses on derivatives, acquisition costs, non-cash impairments, HLBV adjustments); reordered presentation to lead with GAAP net income.	Amendment No. 1, pp. 14-15 (Summary); pp. 65-67 (MD&A)	Response Letter dated May 20, 2022, Comment 7 response, pp. 13-14	2022-05-20	Resolved — subject to further follow-up in Second Round (see Comment 22)
8	MD&A — Liquidity and Capital Resources	MD&A	Please expand the discussion of liquidity and capital resources to address the Company's project-finance debt maturity profile, the Veltrano National Bank Corporate Revolving Credit Facility ($400M) and Term Loan B ($650M outstanding $612.5M), the construction-to-term facilities with Prairie Commercial Bank (Mesquite Wind $165M, Cimarron Solar $143M), available borrowing capacity, and covenant compliance.	Brendan Walsh	Marcus Yoon (CFO); Priya Anand (SVP Finance & Treasurer)	Added tabular presentation of debt maturity profile; expanded narrative discussing revolving facility availability, Term Loan B prepayment plans ($200M from IPO proceeds), construction facility conversion timelines, and financial covenant compliance as of December 31, 2021.	Amendment No. 1, pp. 75-78 (MD&A)	Response Letter dated May 20, 2022, Comment 8 response, pp. 14-16	2022-05-20	Resolved
9	MD&A — Known Trends and Uncertainties	MD&A	Please expand the discussion of known trends and uncertainties, including the impact of supply-chain disruptions on panel and turbine procurement, inflation on project economics, rising interest rates on financing costs, and the regulatory environment for renewable energy incentives.	Natasha Forbes	Elaine Briggs (President, Development); Tomás Quintero (SVP, Project Development)	Added discussion of supply-chain disruptions affecting solar panel and wind turbine procurement timelines for Mesquite Wind and Cimarron Solar; addressed inflationary pressures on EPC costs; discussed rising interest rate impact on project-finance economics and refinancing risk.	Amendment No. 1, pp. 78-80 (MD&A)	Response Letter dated May 20, 2022, Comment 9 response, pp. 16-17	2022-05-20	Resolved
10	Related-Party Transactions — Pinnacle Vista Management-Services Agreement	Certain Relationships and Related-Party Transactions	Please provide additional detail regarding the Pinnacle Vista management-services agreement, including the annual fee ($2.4M), services provided, term, and the termination provisions upon completion of the IPO.	Brendan Walsh	Sandra Haverford (General Counsel); Whitfield Archer & Doss LLP (Christine Navarro)	Expanded related-party disclosure to describe nature of management services (strategic advisory, board-level governance support, portfolio monitoring), $2.4M annual fee, agreement term, and confirmation that the agreement will terminate upon IPO closing with no termination fee.	Amendment No. 1, pp. 110-111 (Related-Party Transactions)	Response Letter dated May 20, 2022, Comment 10 response, pp. 17-18	2022-05-20	Resolved
11	Related-Party Transactions — Founder Employment Agreements	Certain Relationships and Related-Party Transactions; Executive Compensation	Please describe the material terms of the employment agreements with co-founders Garrett Calloway and Elaine Briggs, including base salary, bonus, equity awards, severance terms, and change-of-control provisions.	Natasha Forbes	Sandra Haverford (General Counsel); Rachel Whitmore (Chief People Officer)	Added detailed summary of founder employment agreements including base salaries, target annual bonus percentages, IPO equity grants (CEO 500,000 RSUs, President 400,000 RSUs with 4-year ratable vesting), severance multiples, and double-trigger change-of-control protections.	Amendment No. 1, pp. 111-113 (Related-Party Transactions); pp. 98-100 (Executive Compensation)	Response Letter dated May 20, 2022, Comment 11 response, pp. 18-19	2022-05-20	Resolved
12	Use of Proceeds — Specificity	Use of Proceeds	Please provide more specific disclosure regarding the intended use of net proceeds, including the approximate dollar amounts allocated to each use. Identify the specific indebtedness to be repaid and the material terms thereof.	Brendan Walsh	Marcus Yoon (CFO); Priya Anand (SVP Finance & Treasurer)	Revised use-of-proceeds disclosure to specify: ~$200M repayment of Term Loan B (Veltrano National Bank, maturity Jan 2029, current interest rate, prepayment premium of 1.00%); ~$100M construction funding for Cimarron Solar (Doña Ana County, NM, expected COD Q1 2023); ~$71.7M general corporate purposes.	Amendment No. 1, pp. 48-49 (Use of Proceeds)	Response Letter dated May 20, 2022, Comment 12 response, pp. 19-20	2022-05-20	Resolved
13	Capitalization Table — Pro Forma Adjustments	Capitalization	Please revise the capitalization table to show the adjustments on a line-by-line basis for both the base offering and full exercise of the overallotment option. Clearly disclose the number of shares outstanding pre-IPO (100,000,000), base offering shares (23,713,636), and overallotment shares (3,559,091).	Natasha Forbes	Marcus Yoon (CFO)	Revised capitalization table to present three columns: Actual (pre-IPO), Pro Forma (base offering, 123,713,636 shares), and Pro Forma as Adjusted (full overallotment, 127,272,727 shares). Added line-by-line adjustments with footnotes explaining each adjustment at $22.00 per share midpoint price.	Amendment No. 1, pp. 50-51 (Capitalization)	Response Letter dated May 20, 2022, Comment 13 response, pp. 20-21	2022-05-20	Resolved
14	Dilution — Net Tangible Book Value	Dilution	Please confirm the net tangible book value per share calculation and explain how intangible assets and goodwill are treated. Ensure the dilution analysis is consistent with the capitalization table.	Natasha Forbes	Marcus Yoon (CFO); Ashford & Pemberton LLP	Confirmed net tangible book value calculation; added explanatory footnote on treatment of intangible assets; verified consistency between dilution and capitalization sections.	Amendment No. 1, pp. 52-53 (Dilution)	Response Letter dated May 20, 2022, Comment 14 response, pp. 21-22	2022-05-20	Resolved
15	Description of Capital Stock — Anti-Takeover Provisions	Description of Capital Stock	Please expand the disclosure of anti-takeover provisions in the Amended and Restated Certificate of Incorporation and Bylaws, including the classified board structure, Delaware Section 203 applicability, advance-notice requirements, and forum-selection clause (Delaware Court of Chancery).	Brendan Walsh	Sandra Haverford (General Counsel)	Enhanced description of anti-takeover provisions with specific reference to classified board (three classes, staggered three-year terms), DE Section 203 opt-in, advance-notice bylaw requirements and deadlines, exclusive-forum provision designating the Delaware Court of Chancery, and supermajority voting requirements for bylaw amendments.	Amendment No. 1, pp. 115-118 (Description of Capital Stock)	Response Letter dated May 20, 2022, Comment 15 response, pp. 22-23	2022-05-20	Resolved
16	Controlled-Company Status	Management; Risk Factors; Corporate Governance	Please disclose whether the Company intends to rely on the controlled-company exemption under NYSE listing rules. If so, explain the exemptions relied upon and the timeline for compliance with independent-director requirements following the loss of controlled-company status.	Brendan Walsh	Sandra Haverford (General Counsel)	Added disclosure that CBR may qualify as a controlled company under NYSE rules due to Pinnacle Vista's post-IPO voting power (~49% base, plus board designation rights under the Stockholders' Agreement); described available exemptions (majority-independent board, independent compensation and nominating committees); outlined phase-in schedule for full compliance with independent-director requirements.	Amendment No. 1, pp. 91-92 (Management); pp. 30-31 (Risk Factors)	Response Letter dated May 20, 2022, Comment 16 response, pp. 23-24	2022-05-20	Resolved
17	Principal and Selling Stockholders — Beneficial Ownership	Principal and Selling Stockholders	Please revise the beneficial ownership table to clearly distinguish between shares beneficially owned before the offering, shares being sold (primary by the Company and secondary by Pinnacle Vista), and shares beneficially owned after the offering. Disclose the percentage ownership of Pinnacle Vista, the founders, and other significant holders on both a pre-IPO and post-IPO basis.	Natasha Forbes	Whitfield Archer & Doss LLP (Derek Fong)	Revised principal/selling stockholders table to show: pre-IPO (Pinnacle Vista ~62%, Founders/Mgmt ~24%, Others ~14%); secondary sale by Pinnacle Vista (6,818,182 shares, $150M at $22.00); post-IPO ownership percentages on base and full-exercise bases.	Amendment No. 1, pp. 107-109 (Principal and Selling Stockholders)	Response Letter dated May 20, 2022, Comment 17 response, pp. 24-25	2022-05-20	Resolved
18	Exhibits — Material Agreements	Part II — Exhibits	Please file as exhibits (or confirm intent to file) the following material agreements: Amended and Restated Stockholders' Agreement, Registration Rights Agreement, Pinnacle Vista management-services agreement, Veltrano National Bank credit agreement, and material PPA contracts.	Natasha Forbes	Sandra Haverford (General Counsel)	Confirmed filing schedule for all material agreements as exhibits; filed Stockholders' Agreement and Registration Rights Agreement with Amendment No. 1; noted that credit agreement and PPAs will be filed with effectiveness amendment (confidential treatment requests to be submitted for commercially sensitive terms).	Amendment No. 1, Part II (Exhibits Index)	Response Letter dated May 20, 2022, Comment 18 response, pp. 25-26	2022-05-20	Resolved

[sheet: Second Round Comments]

Comment No.	SEC Comment Topic	S-1 Section Affected	SEC Comment Summary	Responsible Party — C&H	Responsible Party — Client / Third Party	Response Strategy	S-1 Amendment Reference	Response Letter Reference	Date Resolved	Status	Notes
19	HLBV Methodology — Additional Clarification	MD&A; Financial Statements Note 9	Follow-up to Comment 6. While the Company has expanded the HLBV disclosure, the Staff requests additional clarification on (a) the key assumptions used to determine the hypothetical liquidation waterfall, (b) how changes in assumptions (including tax-credit utilization rates) affect the allocation of earnings between the Company and the tax-equity investor, and (c) the sensitivity of net income to changes in the HLBV model inputs.	Leonard Cross / Natasha Forbes	Marcus Yoon (CFO); Ashford & Pemberton LLP (Gregory Sondheim); Kessler McBride & Associates LLP (Linda McBride)	Added quantitative sensitivity analysis for HLBV inputs; expanded hypothetical liquidation waterfall example; disclosed key assumptions (ITC utilization rate, assumed taxable income allocation, flip-date timing of 2028); provided supplemental HLBV model summary to Staff on a confidential basis.	Amendment No. 2, pp. 73-76 (MD&A); pp. F-25 to F-27 (Note 9)	Response Letter dated June 10, 2022, Comment 19 response, pp. 2-5	2022-06-10	Resolved	Staff satisfied after receiving supplemental materials; oral clearance confirmed June 14, 2022.
20	PPA Revenue Detail — Counterparty Concentration	MD&A; Business	Follow-up to Comment 1. Please disclose the Company's PPA counterparty concentration, identifying any counterparty that accounts for 10% or more of total revenue. Discuss the credit quality of material PPA counterparties.	Brendan Walsh	Marcus Yoon (CFO); Priya Anand (SVP Finance & Treasurer)	Added PPA counterparty concentration table; identified two counterparties each exceeding 10% of FY 2021 revenue; added credit-quality discussion noting investment-grade ratings of major off-takers.	Amendment No. 2, pp. 68-69 (MD&A); pp. 85-86 (Business)	Response Letter dated June 10, 2022, Comment 20 response, pp. 5-6	2022-06-10	Resolved
21	PPA Revenue Detail — Contract Expiration Schedule	Business; MD&A	Please add disclosure regarding the weighted-average remaining term of the Company's PPAs and a schedule of PPA expirations by year.	Natasha Forbes	Priya Anand (SVP Finance & Treasurer); Tomás Quintero (SVP, Project Development)	Added PPA expiration schedule by year for the next 15 years; disclosed weighted-average remaining PPA term across the 3.8 GW operating portfolio.	Amendment No. 2, pp. 86-87 (Business)	Response Letter dated June 10, 2022, Comment 21 response, pp. 6-7	2022-06-10	Resolved
22	Non-GAAP Reconciliation — Individual Adjustments	MD&A; Prospectus Summary	Follow-up to Comment 7. Please further revise the Adjusted EBITDA reconciliation to separately quantify the HLBV-related adjustment and the tax-equity-related income allocation adjustment. These adjustments appear to be combined in a single line item.	Brendan Walsh	Marcus Yoon (CFO); Ashford & Pemberton LLP (Irene Valdez)	Separated HLBV adjustment and tax-equity income allocation into distinct line items in the Adjusted EBITDA reconciliation table; added footnotes explaining each adjustment separately for FY 2019, FY 2020, FY 2021, and Q1 2022.	Amendment No. 2, pp. 15 (Summary); pp. 66-67 (MD&A)	Response Letter dated June 10, 2022, Comment 22 response, pp. 7-8	2022-06-10	Resolved
23	Lock-Up Carve-Out Disclosure	Shares Eligible for Future Sale; Underwriting	Please expand the disclosure of lock-up carve-outs to specify the types of permitted transfers (transfers to affiliates, estate-planning transfers, 10b5-1 plan adoption but not execution, pledges to lenders) and the conditions under which the lock-up may be released early (written consent of Hargrove Keating & Co. or occurrence of a Change of Control).	Brendan Walsh	Sandra Haverford (General Counsel); Prescott, Danforth & Yee LLP (Margaret Yee)	Expanded lock-up disclosure in both the Shares Eligible for Future Sale and Underwriting sections to enumerate each carve-out category; described early release mechanics (Hargrove Keating consent, Change of Control trigger); specified that approximately 18 persons/entities are subject to the 180-day lock-up period.	Amendment No. 2, pp. 120-121 (Shares Eligible for Future Sale); pp. 128-129 (Underwriting)	Response Letter dated June 10, 2022, Comment 23 response, pp. 8-9	2022-06-10	Resolved
24	Emerging Growth Company Disclosure	Prospectus Summary; Risk Factors	Please confirm the Company's EGC status and revise the summary to clearly disclose which scaled disclosure accommodations the Company intends to rely upon.	Natasha Forbes	Sandra Haverford (General Counsel)	Added clear disclosure confirming CBR qualifies as an EGC (FY 2021 revenue of $487.3M below $1.235B threshold); enumerated relied-upon accommodations (reduced financial statement periods in MD&A, simplified executive compensation disclosure, exemption from auditor attestation on internal controls, confidential submission process).	Amendment No. 2, pp. 5-6 (Summary); pp. 28-29 (Risk Factors)	Response Letter dated June 10, 2022, Comment 24 response, pp. 9-10	2022-06-10	Resolved
25	Description of Indebtedness — Covenant Summary	Description of Indebtedness	Please provide a summary of the material financial covenants in the Veltrano National Bank credit agreements (Corporate Revolving Credit Facility and Term Loan B) and the Prairie Commercial Bank construction-to-term facilities, and confirm whether the Company is in compliance as of the most recent reporting date.	Brendan Walsh	Marcus Yoon (CFO); Priya Anand (SVP Finance & Treasurer)	Added covenant summary table identifying key financial covenants (maximum leverage ratio, minimum interest coverage ratio, minimum liquidity) for each credit facility; confirmed compliance as of December 31, 2021 and March 31, 2022 (Q1 2022 interim).	Amendment No. 2, pp. 123-125 (Description of Indebtedness)	Response Letter dated June 10, 2022, Comment 25 response, pp. 10-11	2022-06-10	Resolved

[sheet: Summary Dashboard]

Metric	Value
Total SEC Comment Letters Received	2
First-Round Comment Letter Date	May 6, 2022
First-Round Comments	18
Amendment No. 1 Filed	May 20, 2022
Amendment No. 1 EDGAR Accession No.	0001948372-22-000002
Second-Round Comment Letter Date	June 3, 2022
Second-Round Comments	7
Amendment No. 2 Filed	June 10, 2022
Amendment No. 2 EDGAR Accession No.	0001948372-22-000003
Total Comments	25
Comments Resolved	25
Comments Pending	0
SEC Oral Clearance Date	June 14, 2022
Clearance Condition	Subject to pricing amendment
Offering Status	Dormant — postponed June 17, 2022

COMMENT TOPIC BREAKDOWN

Revenue Recognition / PPA	3 (Comments 1, 2, 20)
Segment Reporting	1 (Comment 3)
Risk Factors	3 (Comments 4, 5, 24)
Tax-Equity / HLBV	3 (Comments 6, 19, 22)
Non-GAAP Measures	2 (Comments 7, 22)
MD&A — Liquidity & Trends	2 (Comments 8, 9)
Related-Party Transactions	2 (Comments 10, 11)
Use of Proceeds	1 (Comment 12)
Capitalization / Dilution	2 (Comments 13, 14)
Corporate Governance / Anti-Takeover	2 (Comments 15, 16)
Beneficial Ownership	1 (Comment 17)
Exhibits	1 (Comment 18)
PPA Revenue Detail	1 (Comment 21)
Lock-Up Carve-Outs	1 (Comment 23)
Indebtedness Covenants	1 (Comment 25)

RESPONSIBLE PARTY DISTRIBUTION (C&H)

Brendan Walsh (lead on)	10 comments
Natasha Forbes (lead on)	7 comments
Leonard Cross (lead on)	3 comments
Joint / overlapping	5 comments

[sheet: Filing Log]

Date	Event	Document	EDGAR Accession No.	Filed By	Notes
2022-04-11	Confidential Submission of DRS-1	Draft Registration Statement on Form S-1	0001948372-22-000001	Calderwood & Harkness LLP on behalf of CBR	Initial confidential submission under JOBS Act; SEC CIK 0001948372
2022-05-06	SEC First-Round Comment Letter Received	SEC Division of Corporation Finance Comment Letter	N/A	SEC Staff	18 comments covering revenue recognition, segment reporting, risk factors, tax-equity, MD&A, related-party transactions, non-GAAP, capital stock, exhibits
2022-05-20	Response Letter and Amendment No. 1 Filed	Response Letter to SEC; Amendment No. 1 to DRS	0001948372-22-000002	Calderwood & Harkness LLP on behalf of CBR	Point-by-point responses to all 18 first-round comments
2022-06-03	SEC Second-Round Comment Letter Received	SEC Division of Corporation Finance Follow-Up Comment Letter	N/A	SEC Staff	7 follow-up comments on HLBV methodology, PPA revenue detail, non-GAAP reconciliation, lock-up carve-out disclosure, EGC status, indebtedness covenants
2022-06-10	Response Letter and Amendment No. 2 Filed	Response Letter to SEC; Amendment No. 2 to DRS	0001948372-22-000003	Calderwood & Harkness LLP on behalf of CBR	Point-by-point responses to all 7 second-round comments
2022-06-14	SEC Oral Clearance Indicated	Oral communication from SEC Staff	N/A	SEC Staff	Clearance subject to pricing amendment; S-1 not yet declared effective
2022-06-17	Offering Placed in Dormant Status	Internal decision — no SEC filing	N/A	CBR / Hargrove Keating & Co.	Market conditions deteriorated; registration statement never declared effective; no public filing

[sheet: Cover]
Field | Value
MEMORANDUM
TO: | Jennifer Kwon, Responsible Partner, Capital Markets
FROM: | Natasha Forbes, Working Associate, Capital Markets
CC: | Theodore Langston, Billing Partner; Brendan Walsh, Lead Associate; Leonard Cross, Specialist Partner, Tax
DATE: | June 14, 2022 (Updated)
RE: | Calloway-Briggs Renewables Inc. — Summary of SEC Comments and Resolution Status
C&H Matter No.: | 1015-00001
CLIENT: | Calloway-Briggs Renewables Inc. (CBR)
SEC CIK: | 0001948372
PROPOSED TICKER: | CBRI (New York Stock Exchange)
STATUS: | All 25 comments resolved — SEC oral clearance indicated June 14, 2022
SUMMARY | This memorandum tracks all comments received from the SEC Division of Corporation Finance in connection with CBR's confidential draft registration statement on Form S-1 (DRS-1), initially submitted April 11, 2022 (EDGAR Accession No. 0001948372-22-000001). The SEC issued two rounds of comments: (1) First-Round Comment Letter received May 6, 2022, containing 18 comments; and (2) Second-Round Comment Letter received June 3, 2022, containing 7 follow-up comments. Responses and corresponding amendments were filed as follows: Amendment No. 1 (EDGAR Accession No. 0001948372-22-000002) filed May 20, 2022; Amendment No. 2 (EDGAR Accession No. 0001948372-22-000003) filed June 10, 2022. The SEC indicated oral clearance on June 14, 2022, subject to the pricing amendment. As of the date of this memorandum, the offering has not yet been priced and remains subject to a final go/no-go decision by the Company and underwriters.
KEY CONTACTS
Issuer's Counsel: | Calderwood & Harkness LLP — Jennifer Kwon (partner), Brendan Walsh (lead associate), Natasha Forbes (working associate), Leonard Cross (tax)
Underwriters' Counsel: | Prescott, Danforth & Yee LLP — Margaret Yee (partner), Scott Halverson (counsel), Anita Desmond (associate)
CBR Management: | Sandra Haverford (General Counsel), Marcus Yoon (CFO), Priya Anand (SVP Finance & Treasurer)
Independent Auditor: | Ashford & Pemberton LLP — Gregory Sondheim (lead engagement partner), Irene Valdez (audit manager)
Tax Advisor: | Kessler McBride & Associates LLP — Alan Kessler, Linda McBride
[sheet: First Round Comments]
Comment No. | SEC Comment Topic | S-1 Section Affected | SEC Comment Summary | Responsible Party — C&H | Responsible Party — Client / Third Party | Response Strategy | S-1 Amendment Reference | Response Letter Reference | Date Resolved | Status | Notes
1 | Revenue Recognition — PPA Revenue | MD&A; Financial Statements Note 2 | Staff requests enhanced disclosure of the Company's revenue recognition policies for power purchase agreements (PPAs), including the distinction between fixed-price and variable-price PPAs, the timing of revenue recognition, and the treatment of curtailment payments. Staff notes that the current disclosure does not sufficiently explain how the Company determines the transaction price under ASC 606 for contracts with variable consideration. | Brendan Walsh / Natasha Forbes | Marcus Yoon (CFO); Ashford & Pemberton LLP (Gregory Sondheim) | Expanded MD&A narrative to describe PPA structures (fixed-price, variable-price, and indexed); added detail on ASC 606 variable-consideration methodology; enhanced Note 2 disclosure in financial statements to disaggregate revenue by PPA type. | Amendment No. 1, pp. 67-69 (MD&A); pp. F-12 to F-14 (Notes) | Response Letter dated May 20, 2022, Comment 1 response, pp. 2-4 | 2022-05-20 | Resolved | Coordinated with A&P on revised footnote language; CFO reviewed and approved disaggregated revenue table.
2 | Revenue Recognition — Renewable Energy Credits (RECs) | MD&A; Financial Statements Note 2 | Please tell us how the Company accounts for Renewable Energy Credits (RECs) bundled with and unbundled from PPAs. Clarify whether RECs are accounted for as separate performance obligations under ASC 606. | Natasha Forbes | Marcus Yoon (CFO); Ashford & Pemberton LLP (Irene Valdez) | Added disclosure explaining that bundled RECs are not accounted for as separate performance obligations; unbundled RECs are recognized at the point of generation and sale. Provided supplemental analysis of ASC 606 Step 2 to Staff. | Amendment No. 1, pp. 69-70 (MD&A); pp. F-14 (Notes) | Response Letter dated May 20, 2022, Comment 2 response, pp. 4-5 | 2022-05-20 | Resolved
3 | Segment Reporting | Financial Statements Note 15 | Staff notes the Company currently reports as a single operating segment. Please provide your analysis under ASC 280 supporting the conclusion that the Company operates as a single reportable segment, including the role of the chief operating decision maker (CODM) and the discrete financial information reviewed. | Brendan Walsh | Marcus Yoon (CFO); Dale Renfroe (COO); Ashford & Pemberton LLP | Provided supplemental letter explaining CODM analysis (CEO Garrett Calloway is the CODM); discrete financial information reviewed at an aggregated level; operating decisions not made by technology type or geography. Enhanced Note 15 disclosure to explain single-segment conclusion. | Amendment No. 1, pp. F-38 (Note 15) | Response Letter dated May 20, 2022, Comment 3 response, pp. 5-7 | 2022-05-20 | Resolved | Staff accepted single-segment conclusion after review of CODM reporting package excerpts provided supplementally.
4 | Risk Factors — Specificity | Risk Factors | Several risk factors appear overly generic. Please revise to make the risk factors specific to the Company's circumstances, including specific project names, geographic exposure, counterparty concentrations, and quantitative thresholds where applicable. | Brendan Walsh / Natasha Forbes | Sandra Haverford (General Counsel) | Revised 12 risk factors to include project-specific references (Solaris West, Pronghorn Wind, Mesquite Wind, Cimarron Solar); added geographic concentration data (TX, NM, AZ, CA, OK); quantified PPA counterparty concentration and debt maturity exposure. | Amendment No. 1, pp. 18-42 (Risk Factors) | Response Letter dated May 20, 2022, Comment 4 response, pp. 7-9 | 2022-05-20 | Resolved
5 | Risk Factors — Tax-Equity Structure | Risk Factors | Please add a risk factor addressing the risks associated with the Company's tax-equity partnership structures, including the risk of ITC recapture upon a change of control or disposition of project assets, and the impact of changes in tax law on the viability of partnership-flip structures. | Leonard Cross | Kessler McBride & Associates LLP (Alan Kessler) | Added new risk factor specifically addressing tax-equity risks, ITC recapture exposure (Solaris West / Veltara Basin Financial), partnership-flip timing, and legislative risk to ITC/PTC framework. | Amendment No. 1, pp. 36-37 (Risk Factors) | Response Letter dated May 20, 2022, Comment 5 response, pp. 9-10 | 2022-05-20 | Resolved | Coordinated with Kessler McBride on technical accuracy of ITC recapture disclosure.
6 | Tax-Equity Accounting — HLBV Methodology | MD&A; Financial Statements Note 9 | Please provide a more detailed explanation of the Hypothetical-Liquidation-at-Book-Value (HLBV) methodology used to account for the Solaris West tax-equity partnership with Veltara Basin Financial LLC, including the key assumptions, the impact of the partnership flip on earnings allocation, and reconciliation to GAAP. | Leonard Cross / Natasha Forbes | Marcus Yoon (CFO); Ashford & Pemberton LLP (Gregory Sondheim); Kessler McBride & Associates LLP (Linda McBride) | Expanded MD&A critical accounting policies section; added illustrative HLBV waterfall; enhanced Note 9 with detailed partnership-flip mechanics, assumed flip date (2028), and Veltara Basin investment amount ($280M). | Amendment No. 1, pp. 72-74 (MD&A); pp. F-24 to F-26 (Note 9) | Response Letter dated May 20, 2022, Comment 6 response, pp. 10-13 | 2022-05-20 | Resolved — subject to further follow-up in Second Round (see Comment 19) | Staff indicated in second round that additional HLBV clarification was needed.
7 | Non-GAAP Measures — Adjusted EBITDA Reconciliation | MD&A; Prospectus Summary | Please revise the Adjusted EBITDA reconciliation to clearly label each adjustment, explain why each adjustment is appropriate, and provide the quantitative impact of each adjustment. Ensure that the presentation does not give undue prominence to the non-GAAP measure over GAAP net income. | Brendan Walsh | Marcus Yoon (CFO); Priya Anand (SVP Finance & Treasurer) | Revised Adjusted EBITDA reconciliation table with line-by-line descriptions of adjustments (stock-based compensation, unrealized gains/losses on derivatives, acquisition costs, non-cash impairments, HLBV adjustments); reordered presentation to lead with GAAP net income. | Amendment No. 1, pp. 14-15 (Summary); pp. 65-67 (MD&A) | Response Letter dated May 20, 2022, Comment 7 response, pp. 13-14 | 2022-05-20 | Resolved — subject to further follow-up in Second Round (see Comment 22)
8 | MD&A — Liquidity and Capital Resources | MD&A | Please expand the discussion of liquidity and capital resources to address the Company's project-finance debt maturity profile, the Veltrano National Bank Corporate Revolving Credit Facility ($400M) and Term Loan B ($650M outstanding $612.5M), the construction-to-term facilities with Prairie Commercial Bank (Mesquite Wind $165M, Cimarron Solar $143M), available borrowing capacity, and covenant compliance. | Brendan Walsh | Marcus Yoon (CFO); Priya Anand (SVP Finance & Treasurer) | Added tabular presentation of debt maturity profile; expanded narrative discussing revolving facility availability, Term Loan B prepayment plans ($200M from IPO proceeds), construction facility conversion timelines, and financial covenant compliance as of December 31, 2021. | Amendment No. 1, pp. 75-78 (MD&A) | Response Letter dated May 20, 2022, Comment 8 response, pp. 14-16 | 2022-05-20 | Resolved
9 | MD&A — Known Trends and Uncertainties | MD&A | Please expand the discussion of known trends and uncertainties, including the impact of supply-chain disruptions on panel and turbine procurement, inflation on project economics, rising interest rates on financing costs, and the regulatory environment for renewable energy incentives. | Natasha Forbes | Elaine Briggs (President, Development); Tomás Quintero (SVP, Project Development) | Added discussion of supply-chain disruptions affecting solar panel and wind turbine procurement timelines for Mesquite Wind and Cimarron Solar; addressed inflationary pressures on EPC costs; discussed rising interest rate impact on project-finance economics and refinancing risk. | Amendment No. 1, pp. 78-80 (MD&A) | Response Letter dated May 20, 2022, Comment 9 response, pp. 16-17 | 2022-05-20 | Resolved
10 | Related-Party Transactions — Pinnacle Vista Management-Services Agreement | Certain Relationships and Related-Party Transactions | Please provide additional detail regarding the Pinnacle Vista management-services agreement, including the annual fee ($2.4M), services provided, term, and the termination provisions upon completion of the IPO. | Brendan Walsh | Sandra Haverford (General Counsel); Whitfield Archer & Doss LLP (Christine Navarro) | Expanded related-party disclosure to describe nature of management services (strategic advisory, board-level governance support, portfolio monitoring), $2.4M annual fee, agreement term, and confirmation that the agreement will terminate upon IPO closing with no termination fee. | Amendment No. 1, pp. 110-111 (Related-Party Transactions) | Response Letter dated May 20, 2022, Comment 10 response, pp. 17-18 | 2022-05-20 | Resolved
11 | Related-Party Transactions — Founder Employment Agreements | Certain Relationships and Related-Party Transactions; Executive Compensation | Please describe the material terms of the employment agreements with co-founders Garrett Calloway and Elaine Briggs, including base salary, bonus, equity awards, severance terms, and change-of-control provisions. | Natasha Forbes | Sandra Haverford (General Counsel); Rachel Whitmore (Chief People Officer) | Added detailed summary of founder employment agreements including base salaries, target annual bonus percentages, IPO equity grants (CEO 500,000 RSUs, President 400,000 RSUs with 4-year ratable vesting), severance multiples, and double-trigger change-of-control protections. | Amendment No. 1, pp. 111-113 (Related-Party Transactions); pp. 98-100 (Executive Compensation) | Response Letter dated May 20, 2022, Comment 11 response, pp. 18-19 | 2022-05-20 | Resolved
12 | Use of Proceeds — Specificity | Use of Proceeds | Please provide more specific disclosure regarding the intended use of net proceeds, including the approximate dollar amounts allocated to each use. Identify the specific indebtedness to be repaid and the material terms thereof. | Brendan Walsh | Marcus Yoon (CFO); Priya Anand (SVP Finance & Treasurer) | Revised use-of-proceeds disclosure to specify: ~$200M repayment of Term Loan B (Veltrano National Bank, maturity Jan 2029, current interest rate, prepayment premium of 1.00%); ~$100M construction funding for Cimarron Solar (Doña Ana County, NM, expected COD Q1 2023); ~$71.7M general corporate purposes. | Amendment No. 1, pp. 48-49 (Use of Proceeds) | Response Letter dated May 20, 2022, Comment 12 response, pp. 19-20 | 2022-05-20 | Resolved
13 | Capitalization Table — Pro Forma Adjustments | Capitalization | Please revise the capitalization table to show the adjustments on a line-by-line basis for both the base offering and full exercise of the overallotment option. Clearly disclose the number of shares outstanding pre-IPO (100,000,000), base offering shares (23,713,636), and overallotment shares (3,559,091). | Natasha Forbes | Marcus Yoon (CFO) | Revised capitalization table to present three columns: Actual (pre-IPO), Pro Forma (base offering, 123,713,636 shares), and Pro Forma as Adjusted (full overallotment, 127,272,727 shares). Added line-by-line adjustments with footnotes explaining each adjustment at $22.00 per share midpoint price. | Amendment No. 1, pp. 50-51 (Capitalization) | Response Letter dated May 20, 2022, Comment 13 response, pp. 20-21 | 2022-05-20 | Resolved
14 | Dilution — Net Tangible Book Value | Dilution | Please confirm the net tangible book value per share calculation and explain how intangible assets and goodwill are treated. Ensure the dilution analysis is consistent with the capitalization table. | Natasha Forbes | Marcus Yoon (CFO); Ashford & Pemberton LLP | Confirmed net tangible book value calculation; added explanatory footnote on treatment of intangible assets; verified consistency between dilution and capitalization sections. | Amendment No. 1, pp. 52-53 (Dilution) | Response Letter dated May 20, 2022, Comment 14 response, pp. 21-22 | 2022-05-20 | Resolved
15 | Description of Capital Stock — Anti-Takeover Provisions | Description of Capital Stock | Please expand the disclosure of anti-takeover provisions in the Amended and Restated Certificate of Incorporation and Bylaws, including the classified board structure, Delaware Section 203 applicability, advance-notice requirements, and forum-selection clause (Delaware Court of Chancery). | Brendan Walsh | Sandra Haverford (General Counsel) | Enhanced description of anti-takeover provisions with specific reference to classified board (three classes, staggered three-year terms), DE Section 203 opt-in, advance-notice bylaw requirements and deadlines, exclusive-forum provision designating the Delaware Court of Chancery, and supermajority voting requirements for bylaw amendments. | Amendment No. 1, pp. 115-118 (Description of Capital Stock) | Response Letter dated May 20, 2022, Comment 15 response, pp. 22-23 | 2022-05-20 | Resolved
16 | Controlled-Company Status | Management; Risk Factors; Corporate Governance | Please disclose whether the Company intends to rely on the controlled-company exemption under NYSE listing rules. If so, explain the exemptions relied upon and the timeline for compliance with independent-director requirements following the loss of controlled-company status. | Brendan Walsh | Sandra Haverford (General Counsel) | Added disclosure that CBR may qualify as a controlled company under NYSE rules due to Pinnacle Vista's post-IPO voting power (~49% base, plus board designation rights under the Stockholders' Agreement); described available exemptions (majority-independent board, independent compensation and nominating committees); outlined phase-in schedule for full compliance with independent-director requirements. | Amendment No. 1, pp. 91-92 (Management); pp. 30-31 (Risk Factors) | Response Letter dated May 20, 2022, Comment 16 response, pp. 23-24 | 2022-05-20 | Resolved
17 | Principal and Selling Stockholders — Beneficial Ownership | Principal and Selling Stockholders | Please revise the beneficial ownership table to clearly distinguish between shares beneficially owned before the offering, shares being sold (primary by the Company and secondary by Pinnacle Vista), and shares beneficially owned after the offering. Disclose the percentage ownership of Pinnacle Vista, the founders, and other significant holders on both a pre-IPO and post-IPO basis. | Natasha Forbes | Whitfield Archer & Doss LLP (Derek Fong) | Revised principal/selling stockholders table to show: pre-IPO (Pinnacle Vista ~62%, Founders/Mgmt ~24%, Others ~14%); secondary sale by Pinnacle Vista (6,818,182 shares, $150M at $22.00); post-IPO ownership percentages on base and full-exercise bases. | Amendment No. 1, pp. 107-109 (Principal and Selling Stockholders) | Response Letter dated May 20, 2022, Comment 17 response, pp. 24-25 | 2022-05-20 | Resolved
18 | Exhibits — Material Agreements | Part II — Exhibits | Please file as exhibits (or confirm intent to file) the following material agreements: Amended and Restated Stockholders' Agreement, Registration Rights Agreement, Pinnacle Vista management-services agreement, Veltrano National Bank credit agreement, and material PPA contracts. | Natasha Forbes | Sandra Haverford (General Counsel) | Confirmed filing schedule for all material agreements as exhibits; filed Stockholders' Agreement and Registration Rights Agreement with Amendment No. 1; noted that credit agreement and PPAs will be filed with effectiveness amendment (confidential treatment requests to be submitted for commercially sensitive terms). | Amendment No. 1, Part II (Exhibits Index) | Response Letter dated May 20, 2022, Comment 18 response, pp. 25-26 | 2022-05-20 | Resolved
[sheet: Second Round Comments]
Comment No. | SEC Comment Topic | S-1 Section Affected | SEC Comment Summary | Responsible Party — C&H | Responsible Party — Client / Third Party | Response Strategy | S-1 Amendment Reference | Response Letter Reference | Date Resolved | Status | Notes
19 | HLBV Methodology — Additional Clarification | MD&A; Financial Statements Note 9 | Follow-up to Comment 6. While the Company has expanded the HLBV disclosure, the Staff requests additional clarification on (a) the key assumptions used to determine the hypothetical liquidation waterfall, (b) how changes in assumptions (including tax-credit utilization rates) affect the allocation of earnings between the Company and the tax-equity investor, and (c) the sensitivity of net income to changes in the HLBV model inputs. | Leonard Cross / Natasha Forbes | Marcus Yoon (CFO); Ashford & Pemberton LLP (Gregory Sondheim); Kessler McBride & Associates LLP (Linda McBride) | Added quantitative sensitivity analysis for HLBV inputs; expanded hypothetical liquidation waterfall example; disclosed key assumptions (ITC utilization rate, assumed taxable income allocation, flip-date timing of 2028); provided supplemental HLBV model summary to Staff on a confidential basis. | Amendment No. 2, pp. 73-76 (MD&A); pp. F-25 to F-27 (Note 9) | Response Letter dated June 10, 2022, Comment 19 response, pp. 2-5 | 2022-06-10 | Resolved | Staff satisfied after receiving supplemental materials; oral clearance confirmed June 14, 2022.
20 | PPA Revenue Detail — Counterparty Concentration | MD&A; Business | Follow-up to Comment 1. Please disclose the Company's PPA counterparty concentration, identifying any counterparty that accounts for 10% or more of total revenue. Discuss the credit quality of material PPA counterparties. | Brendan Walsh | Marcus Yoon (CFO); Priya Anand (SVP Finance & Treasurer) | Added PPA counterparty concentration table; identified two counterparties each exceeding 10% of FY 2021 revenue; added credit-quality discussion noting investment-grade ratings of major off-takers. | Amendment No. 2, pp. 68-69 (MD&A); pp. 85-86 (Business) | Response Letter dated June 10, 2022, Comment 20 response, pp. 5-6 | 2022-06-10 | Resolved
21 | PPA Revenue Detail — Contract Expiration Schedule | Business; MD&A | Please add disclosure regarding the weighted-average remaining term of the Company's PPAs and a schedule of PPA expirations by year. | Natasha Forbes | Priya Anand (SVP Finance & Treasurer); Tomás Quintero (SVP, Project Development) | Added PPA expiration schedule by year for the next 15 years; disclosed weighted-average remaining PPA term across the 3.8 GW operating portfolio. | Amendment No. 2, pp. 86-87 (Business) | Response Letter dated June 10, 2022, Comment 21 response, pp. 6-7 | 2022-06-10 | Resolved
22 | Non-GAAP Reconciliation — Individual Adjustments | MD&A; Prospectus Summary | Follow-up to Comment 7. Please further revise the Adjusted EBITDA reconciliation to separately quantify the HLBV-related adjustment and the tax-equity-related income allocation adjustment. These adjustments appear to be combined in a single line item. | Brendan Walsh | Marcus Yoon (CFO); Ashford & Pemberton LLP (Irene Valdez) | Separated HLBV adjustment and tax-equity income allocation into distinct line items in the Adjusted EBITDA reconciliation table; added footnotes explaining each adjustment separately for FY 2019, FY 2020, FY 2021, and Q1 2022. | Amendment No. 2, pp. 15 (Summary); pp. 66-67 (MD&A) | Response Letter dated June 10, 2022, Comment 22 response, pp. 7-8 | 2022-06-10 | Resolved
23 | Lock-Up Carve-Out Disclosure | Shares Eligible for Future Sale; Underwriting | Please expand the disclosure of lock-up carve-outs to specify the types of permitted transfers (transfers to affiliates, estate-planning transfers, 10b5-1 plan adoption but not execution, pledges to lenders) and the conditions under which the lock-up may be released early (written consent of Hargrove Keating & Co. or occurrence of a Change of Control). | Brendan Walsh | Sandra Haverford (General Counsel); Prescott, Danforth & Yee LLP (Margaret Yee) | Expanded lock-up disclosure in both the Shares Eligible for Future Sale and Underwriting sections to enumerate each carve-out category; described early release mechanics (Hargrove Keating consent, Change of Control trigger); specified that approximately 18 persons/entities are subject to the 180-day lock-up period. | Amendment No. 2, pp. 120-121 (Shares Eligible for Future Sale); pp. 128-129 (Underwriting) | Response Letter dated June 10, 2022, Comment 23 response, pp. 8-9 | 2022-06-10 | Resolved
24 | Emerging Growth Company Disclosure | Prospectus Summary; Risk Factors | Please confirm the Company's EGC status and revise the summary to clearly disclose which scaled disclosure accommodations the Company intends to rely upon. | Natasha Forbes | Sandra Haverford (General Counsel) | Added clear disclosure confirming CBR qualifies as an EGC (FY 2021 revenue of $487.3M below $1.235B threshold); enumerated relied-upon accommodations (reduced financial statement periods in MD&A, simplified executive compensation disclosure, exemption from auditor attestation on internal controls, confidential submission process). | Amendment No. 2, pp. 5-6 (Summary); pp. 28-29 (Risk Factors) | Response Letter dated June 10, 2022, Comment 24 response, pp. 9-10 | 2022-06-10 | Resolved
25 | Description of Indebtedness — Covenant Summary | Description of Indebtedness | Please provide a summary of the material financial covenants in the Veltrano National Bank credit agreements (Corporate Revolving Credit Facility and Term Loan B) and the Prairie Commercial Bank construction-to-term facilities, and confirm whether the Company is in compliance as of the most recent reporting date. | Brendan Walsh | Marcus Yoon (CFO); Priya Anand (SVP Finance & Treasurer) | Added covenant summary table identifying key financial covenants (maximum leverage ratio, minimum interest coverage ratio, minimum liquidity) for each credit facility; confirmed compliance as of December 31, 2021 and March 31, 2022 (Q1 2022 interim). | Amendment No. 2, pp. 123-125 (Description of Indebtedness) | Response Letter dated June 10, 2022, Comment 25 response, pp. 10-11 | 2022-06-10 | Resolved
[sheet: Summary Dashboard]
Metric | Value
Total SEC Comment Letters Received | 2
First-Round Comment Letter Date | May 6, 2022
First-Round Comments | 18
Amendment No. 1 Filed | May 20, 2022
Amendment No. 1 EDGAR Accession No. | 0001948372-22-000002
Second-Round Comment Letter Date | June 3, 2022
Second-Round Comments | 7
Amendment No. 2 Filed | June 10, 2022
Amendment No. 2 EDGAR Accession No. | 0001948372-22-000003
Total Comments | 25
Comments Resolved | 25
Comments Pending | 0
SEC Oral Clearance Date | June 14, 2022
Clearance Condition | Subject to pricing amendment
Offering Status | Dormant — postponed June 17, 2022
COMMENT TOPIC BREAKDOWN
Revenue Recognition / PPA | 3 (Comments 1, 2, 20)
Segment Reporting | 1 (Comment 3)
Risk Factors | 3 (Comments 4, 5, 24)
Tax-Equity / HLBV | 3 (Comments 6, 19, 22)
Non-GAAP Measures | 2 (Comments 7, 22)
MD&A — Liquidity & Trends | 2 (Comments 8, 9)
Related-Party Transactions | 2 (Comments 10, 11)
Use of Proceeds | 1 (Comment 12)
Capitalization / Dilution | 2 (Comments 13, 14)
Corporate Governance / Anti-Takeover | 2 (Comments 15, 16)
Beneficial Ownership | 1 (Comment 17)
Exhibits | 1 (Comment 18)
PPA Revenue Detail | 1 (Comment 21)
Lock-Up Carve-Outs | 1 (Comment 23)
Indebtedness Covenants | 1 (Comment 25)
RESPONSIBLE PARTY DISTRIBUTION (C&H)
Brendan Walsh (lead on) | 10 comments
Natasha Forbes (lead on) | 7 comments
Leonard Cross (lead on) | 3 comments
Joint / overlapping | 5 comments
[sheet: Filing Log]
Date | Event | Document | EDGAR Accession No. | Filed By | Notes
2022-04-11 | Confidential Submission of DRS-1 | Draft Registration Statement on Form S-1 | 0001948372-22-000001 | Calderwood & Harkness LLP on behalf of CBR | Initial confidential submission under JOBS Act; SEC CIK 0001948372
2022-05-06 | SEC First-Round Comment Letter Received | SEC Division of Corporation Finance Comment Letter | N/A | SEC Staff | 18 comments covering revenue recognition, segment reporting, risk factors, tax-equity, MD&A, related-party transactions, non-GAAP, capital stock, exhibits
2022-05-20 | Response Letter and Amendment No. 1 Filed | Response Letter to SEC; Amendment No. 1 to DRS | 0001948372-22-000002 | Calderwood & Harkness LLP on behalf of CBR | Point-by-point responses to all 18 first-round comments
2022-06-03 | SEC Second-Round Comment Letter Received | SEC Division of Corporation Finance Follow-Up Comment Letter | N/A | SEC Staff | 7 follow-up comments on HLBV methodology, PPA revenue detail, non-GAAP reconciliation, lock-up carve-out disclosure, EGC status, indebtedness covenants
2022-06-10 | Response Letter and Amendment No. 2 Filed | Response Letter to SEC; Amendment No. 2 to DRS | 0001948372-22-000003 | Calderwood & Harkness LLP on behalf of CBR | Point-by-point responses to all 7 second-round comments
2022-06-14 | SEC Oral Clearance Indicated | Oral communication from SEC Staff | N/A | SEC Staff | Clearance subject to pricing amendment; S-1 not yet declared effective
2022-06-17 | Offering Placed in Dormant Status | Internal decision — no SEC filing | N/A | CBR / Hargrove Keating & Co. | Market conditions deteriorated; registration statement never declared effective; no public filing

[sheet: Cover]

MEMORANDUM

KEY CONTACTS

COMMENT TOPIC BREAKDOWN

RESPONSIBLE PARTY DISTRIBUTION (C&H)

Record

Parties

Dates

Amounts