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United States securities and exchange commission logo





                               December 21, 2021

       Heather Childress
       Vice President, Deputy General Counsel
       Nextracker Inc.
       6200 Paseo Padre Parkway
       Fremont, California 94555

                                                        Re: Nextracker Inc.
                                                            Amendment No. 5 to
Draft Registration Statement on Form S-1
                                                            Submitted December
10, 2021
                                                            CIK No. 0001852131

       Dear Ms. Childress:

             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.

       DRS/A submitted December 10, 2021

       Management's discussion and analysis of financial condition and results
of operations
       Critical accounting policies and significant management estimates, page
101

   1.                                                   Based on your updated
interim results of operations, please more fully address the
                                                        following:
                                                            In regard to
contract estimates, we note under results of operations you disclose that
                                                                for certain
projects, total anticipated costs of the project exceeded revenue due to the
                                                             increasing costs
on freight and steel and as a result, you recorded $11.7 million in the
                                                             six-month period
ended October 1, 2021 related to loss contracts    and you    expect
                                                             such impacts to
continue through the fiscal year   . Disclose and discuss the
                                                             significant
assumptions underlying the contract losses you recorded including: the
 Heather Childress
Nextracker Inc.
December 21, 2021
Page 2
           number of contracts for which you recorded losses; the time periods
during which
           you expect loss contracts to be completed; and, if applicable, a
range of reasonably
           possible additional losses you may incur. Also, based on your
disclosure that you
           expect such impacts to continue through the fiscal year,
specifically address the
           extent to which you have assumed increases in steel and freight
costs due to container
           shortages and other logistics challenges resulting from the COVID-19
pandemic will
           impact all remaining performance obligations.
             In regard to product warranty, we note the significant decrease in
warranty expense in
           the current interim period relative to the comparable interim
period. Disclose and
           discuss the significant assumptions underlying warranty expenses and
explain the
           reasons for the significant decrease in warranty expenses during the
current interim
           period.

        You may contact Dale Welcome at (202) 551-3865 or Anne McConnell at
(202) 551-
3709 if you have questions regarding comments on the financial statements and
related
matters. Please contact Sergio Chinos at (202) 551-7844 or Jay Ingram at (202)
551-3397 with
any other questions.



                                                           Sincerely,
FirstName LastNameHeather Childress
                                                           Division of
Corporation Finance
Comapany NameNextracker Inc.
                                                           Office of
Manufacturing
December 21, 2021 Page 2
cc:       Lindsey A. Smith
FirstName LastName
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