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United States securities and exchange commission logo
December 5, 2022
Gilad Yavetz
Chief Executive Officer and Director
Enlight Renewable Energy Ltd.
13 Amal St. Afek Industrial Park,
Rosh Ha ayin, Israel
Re: Enlight Renewable
Energy Ltd.
Amendment No. 2 to
Draft Registration Statement on Form F-1
Submitted November
18, 2022
CIK No. 0001922641
Dear Gilad Yavetz:
We have reviewed your amended draft registration statement and
have the following
comments. In some of our comments, we may ask you to provide us with
information so we
may better understand your disclosure.
Please respond to this letter by providing the requested
information and either submitting
an amended draft registration statement or publicly filing your
registration statement on
EDGAR. If you do not believe our comments apply to your facts and
circumstances or do not
believe an amendment is appropriate, please tell us why in your
response.
After reviewing the information you provide in response to these
comments and your
amended draft registration statement or filed registration statement, we
may have additional
comments.
Amendment No. 2 to Draft Registration Statement on Form F-1
Capitalization, page 60
1. We note you include
Financial assets at fair value through profit or loss as a cash
equivalent. However,
the amount presented as Total Cash and cash equivalents does not
match the amount
reflected on the statements of financial position of $250,553. Tell us
why you believe this
asset qualifies as a cash or cash equivalent or revise your
presentation
accordingly. Refer to IAS 7.6-7.
Gilad Yavetz
FirstName LastNameGilad Yavetz
Enlight Renewable Energy Ltd.
Comapany5,
December NameEnlight
2022 Renewable Energy Ltd.
December
Page 2 5, 2022 Page 2
FirstName LastName
Management's discussion and analysis of financial condition and results of
operations
Segment information
Reconciliation of Non-IFRS Financial Information, page 76
2. We note from your response to prior comment 7 that you have provided a
reconciliation of
Total Segment Adjusted EBITDA to net income even though the Company
does not
derive Total Segment Adjusted EBITDA from net income and that you
have not used
this measure on a stand-alone basis in the Registration Statement.
As Total Segment
Adjusted EBITDA appears to include an adjustment reflective of a
balance sheet item,
please further clarify for us how the presentation of this measure is
consistent with Item
10(e) of Regulation S-K or remove it from MD&A.
Notes to the financial statements as of December 31, 2021
Note 28 - Operating segments, page F-84
3. We note from your response to prior comment 16 that Segment
Revenues are the
Revenues amounts that are included in the set of reports which are
submitted to the
CODM, for the purpose of allocating resources and assessing the
performance of
operating resources. However, it does not appear that the
presentation of measures other
than those consistent with revenue from contracts with customers for
your reportable
segments should be presented. Please revise your disclosure or further
explain to us why
your current presentation is appropriate.
Notes to the condensed consolidated financial statements as of June 30, 2022
Note 4 - Significant transactions and events during the reporting period
I. Change of estimate in the accounting treatment of the Halutziot project,
page F-124
4. We note from your response to prior comment 19 that you have concluded
that IFRIC
12.5 is no longer applicable. To this end, you indicate that
resolution 563 allowed for
significant changes to be made to the terms of the concession
arrangement with the Israeli
Electricity Authority ( IEA ), including the replacement of
existing panels with panels
based on advanced technology, changes to the structure of facilities
and the expansion of
production capacities. Please address the following:
Tell us whether you have incurred the expenditures for the
replacement of the
existing panels, when these expenditures were or will be
incurred, and at what cost.
Provide an analysis in support of your conclusion that the
residual interest in the
Halutziot facility at the end of the term of the arrangement is
significant per IFRIC
12.5(b).
Gilad Yavetz
FirstName LastNameGilad Yavetz
Enlight Renewable Energy Ltd.
Comapany5,
December NameEnlight
2022 Renewable Energy Ltd.
December
Page 3 5, 2022 Page 3
FirstName LastName
You may contact Jennifer O'Brien, Staff Accountant, at (202) 551-3721 or
Kimberly
Calder, Assistant Chief Accountant, at (202) 551-3701 if you have questions
regarding
comments on the financial statements and related matters. Please contact Liz
Packebusch, Staff
Attorney, at (202) 551-8749 or Loan Lauren Nguyen, Legal Branch Chief, at (202)
551-3642
with any other questions.
Sincerely,
Division of
Corporation Finance
Office of Energy &
Transportation
cc: Joshua G. Kiernan