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United States securities and exchange commission logo
December 22, 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. 3 to
Draft Registration Statement on Form F-1
Submitted December
14, 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. 3 to Draft Registration Statement on Form F-1
Summary
Our growth strategy
Expand laterally through energy storage, entrance into new geographies
...., page 10
1. We note disclosure on
page 11 that you recently formed a joint venture and that you have
a 46.7% ownership
stake. Please revise to disclose the financial effect of this
transaction or
otherwise advise.
Summary consolidated financial and other data, page 16
2. Please clarify why the
amount shown for restricted cash does not include the current
balance as well.
Gilad Yavetz
FirstName LastNameGilad Yavetz
Enlight Renewable Energy Ltd.
Comapany22,
December NameEnlight
2022 Renewable Energy Ltd.
December
Page 2 22, 2022 Page 2
FirstName LastName
Management's discussion and analysis of financial condition and results of
operations
Revenues, page 72
3. We note the reclassification of project Haluziot from a Financial
Asset to a real asset.
Please replace "real asset" with a more accurate description.
Segment information, page 77
4. Please reword this section to reference Notes 28 and 7 once within the
section. The
current disclosure is cumbersome.
Notes to the financial statements as of December 31, 2021
Note 28 - Operating segments, page F-84
5. We continue to evaluate your response to prior comment 16 in our
letter dated September
21, 2022.
I. Change of estimate in the accounting treatment of the Halutziot project,
page F-123
6. Based on your response to prior comment 4, we note you determined that
there is
significant residual interest in the Halutziot facility, comprising
approximately 21% of the
total value of the facility, based on a useful life of 30 years.
However, it is not clear how
this significant residual interest determination results in
de-recognition under IFRIC 12
given your previous conclusion that the facility was a whole-of-life
arrangement. To this
end, we note disclosure per page F-20 that "in respect of solar
facilities for the production
of electricity using photovoltaic technology which commenced operation
until
December 31, 2016, the Company made specific economic calculations for
each of the
facilities which it owns, and reached the conclusion that the residual
value from additional
continued operation, beyond 20 years, is negligible relative to the
facility s total value."
Based on the foregoing, it would appear that an arrangement where the
infrastructure is
used for its entire useful life would be within the scope of IFRIC 12
provided condition
IFRIC 12.5(a) is met. This would appear to be the case irrespective of
which party
controls any remaining insignificant residual interest. Therefore,
please provide further
explanation to support your conclusion that the Halutziot facility is
no longer under the
scope of IFRIC 12.
J. Purchase of solar and wind portfolio in Croatia which is in the development
stages, in a
cumulative ..., page F-123
7. We note you closed on the acquisition of a portfolio of five projects
in Croatia in July
2022 and your disclosure that the amount with respect to the first
milestone payment was
an immaterial part of the total consideration. Please revise your
disclosure to include the
financial effect of this transaction in its entirety, if material, and
clarify the nature of the
guarantee to secure the milestones. As part of your revised
disclosure, include the U.S.
dollar equivalent of the total consideration and total estimated
construction costs.
Gilad Yavetz
Enlight Renewable Energy Ltd.
December 22, 2022
Page 3
Notes to the condensed consolidated financial statements as of September 30,
2022
Note 4 - Significant transactions and events during the reporting period
G. Update to the terms of the PPA for the Bjorn project in Sweden, page F-123
8. We note you reached agreement for an increase in price and quantity under
your power
purchase agreement in the Bjorn project in June 2022. Tell us whether
there is an
accounting impact associated with the revised pricing. In this regard,
tell us how you
considered contract modification guidance in paragraphs 18-21 of IFRS 15.
K. Update and improvement of the terms of the power purchase agreement for the
Atrisco solar
project ..., page F-124
9. We note you reached agreement for an increase in prices under your power
purchase
agreement in the Atrisco solar project in July 2022. Tell us whether
there is an accounting
impact associated with the revised pricing. In this regard, tell us how
you considered
contract modification guidance in paragraphs 18-21 of IFRS 15.
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 Irene Barberena-Meissner, Staff Attorney, at
(202) 551-
6548 with any other questions.
Sincerely,
FirstName LastNameGilad Yavetz
Division of
Corporation Finance
Comapany NameEnlight Renewable Energy Ltd.
Office of Energy &
Transportation
December 22, 2022 Page 3
cc: Joshua G. Kiernan
FirstName LastName