SecProbe.io

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 May 28, 2026

Wesley R. Edens
Chief Executive Officer
New Fortress Energy Inc.
111 W. 19th Street, 8th Floor
New York, NY 10011

 Re: New Fortress Energy Inc.
 Preliminary Proxy on Schedule 14A
 Filed May 8, 2026
 File No. 001-38790
Dear Wesley R. Edens:
 We have completed our review of your filing. We remind you that the
company and its
management are responsible for the accuracy and adequacy of their disclosures,
notwithstanding
any review, comments, action or absence of action by the staff.

 Sincerely,

 Division of
Corporation Finance
 Office of Energy &
Transportation
cc: Joshua Shainess
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CORRESP
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 Document Skadden, Arps, Slate, Meagher & Flom llp ONE MANHATTAN WEST NEW YORK, NY 10001 ________ TEL: (212) 735-3000 FAX: (212) 735-2000 www.skadden.com May 27, 2026 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, DC 20549-3561 Attn:    Michael Purcell Kevin Dougherty RE:     New Fortress Energy Inc. Preliminary Proxy Statement on Schedule 14A Filed May 8, 2026 File No. 001-38790 On behalf of our client, New Fortress Energy Inc. (the “ Company ”), we acknowledge receipt of the comment letter of the staff (the “Staff”) of the Division of Corporation Finance of the Securities and Exchange Commission, Office of Energy & Transportation (the “Commission”), dated May 22, 2026 (the Comment Letter”), relating to the Preliminary Proxy Statement on Schedule 14A (the “Preliminary Proxy Statement”) filed by the Company with the Commission on May 8, 2026. Disclosure changes made in response to the Staff’s comments have been made and are reflected in the Definitive Proxy Statement (the “Proxy Statement”), which is being filed with the Commission contemporaneously with the submission of this letter. We are providing the following response to the Comment Letter on behalf of the Company. To assist your review, we have retyped the text of the Staff’s comments in italics below. Preliminary Proxy Statement on Schedule 14A Proposal No. 3 The Charter Amendment Proposal, page 72 1. We note that your Charter Amendment Proposal contains Proposals 3A through 3G, and Proposal 3H that is "conditioned upon the receipt of the requisite vote on Proposals 3A through 3G," to approve the proposed Amended Certificate of Incorporation, which includes Securities and Exchange Commission May 27, 2026 Page 3 the approval of all other changes in the Amended Certificate of Incorporation in connection with replacing the Certificate of Incorporation with the proposed Amended Certificate of Incorporation. However, we note that your form of proxy filed includes Proposal 3 as one proposal for shareholders to vote upon. Please provide your analysis as to why you are not required to unbundle this proposal and provide shareholders with separate votes regarding the changes in Proposals 3A through 3G. Please also clarify on the form of proxy if any proposal is conditioned on the approval of any other matter. Please refer to Rule 14a-4(a)(3) of Regulation 14A and Questions 101.02 and 101.03 to Exchange Act Rule 14a-4(a)(3) Questions and Answers of General Applicability (Unbundling under Rule 14a-4(a)(3) Generally), available on our website. Response : The Company respectfully acknowledges the Staff’s comment and has revised its disclosure throughout the Proxy Statement and on the proxy card to make clear the separation of Proposal 3 into individual proposals 3A through 3H. The Company has also added additional disclosure regarding the conditionality of each proposal on the other proposals included in the Proxy Statement. * * * * * Please contact me at 212.735.3694 or at michael.schwartz@skadden.com if the Staff has any questions or requires additional information. Very truly yours, /s/ Michael J. Schwartz cc:    New Fortress Energy Inc.     Wesley R. Edens, Chief Executive Officer

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 May 22, 2026

Wesley R. Edens
Chief Executive Officer
New Fortress Energy Inc.
111 W. 19th Street, 8th Floor
New York, NY 10011

 Re: New Fortress Energy Inc.
 Preliminary Proxy on Schedule 14A
 Filed May 8, 2026
 File No. 001-38790
Dear Wesley R. Edens:
 We have reviewed your filing and have the following comment.
 Please respond to this letter within ten business days by providing the
requested
information or advise us as soon as possible when you will respond. If you do
not believe a
comment applies to your facts and circumstances, please tell us why in your
response.
 After reviewing your response to this letter, we may have additional
comments.

Preliminary Proxy Statement on Schedule 14A
Proposal No. 3 The Charter Amendment Proposal, page 72
1. We note that your Charter Amendment Proposal contains Proposals 3A
through 3G, and
 Proposal 3H that is "conditioned upon the receipt of the requisite vote
on Proposals 3A
 through 3G," to approve the proposed Amended Certificate of
Incorporation, which
 includes the approval of all other changes in the Amended Certificate of
Incorporation in
 connection with replacing the Certificate of Incorporation with the
proposed Amended
 Certificate of Incorporation. However, we note that your form of proxy
filed includes
 Proposal 3 as one proposal for shareholders to vote upon. Please provide
your analysis as
 to why you are not required to unbundle this proposal and provide
shareholders with
 separate votes regarding the changes in Proposals 3A through 3G. Please
also clarify on
 the form of proxy if any proposal is conditioned on the approval of any
other matter.
 Please refer to Rule 14a-4(a)(3) of Regulation 14A and Questions 101.02
and 101.03 to
 Exchange Act Rule 14a-4(a)(3) Questions and Answers of General
Applicability
 (Unbundling under Rule 14a-4(a)(3) Generally), available on our website.
 May 22, 2026
Page 2

 We remind you that the company and its management are responsible for
the accuracy and
adequacy of their disclosures, notwithstanding any review, comments, action or
absence of action
by the staff.
 Please contact Michael Purcell at 202-551-5351 or Kevin Dougherty at
202-551-3271
with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Energy &
Transportation
cc: Joshua Shainess
</TEXT>
</DOCUMENT>

United States securities and exchange commission logo
February 14, 2023
Christopher Guinta
Chief Financial Officer
New Fortress Energy Inc.
111 W. 19th Street, 8th Floor
New York, NY 10011
Re:New Fortress Energy Inc.
Form 10-K for the Fiscal Year ended December 31, 2021
Filed March 1, 2022
File No. 001-38790
Dear Christopher Guinta:
            We have completed our review of your filing.  We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation

CORRESP
1
filename1.htm

            111 W 19th Street, 8th Floor

            New York, NY  10011

    January 10, 2023

    Securities and Exchange Commission

    Division of Corporation Finance

    Office of Energy & Transportation

    100 F Street, N.E.

    Washington, DC 20549

          Attention:

            Jenifer Gallagher, Staff Accountant

    Karl Hiller, Branch Chief

          Re:

            New Fortress Energy Inc.

    Form 10-K for Fiscal Year ended December 31, 2021

    Filed March 1, 2022

    File No. 001-38790

    Dear Ms. Gallagher and Mr. Hiller:

    This letter is being submitted in response to the comment letter dated December 22, 2022 (the “Comment Letter”) from the staff of the Securities and Exchange Commission
      (the “Staff”) addressed to Christopher Guinta, Chief Financial Officer of New Fortress Energy Inc. (the “Company”). This letter contains the Company’s responses to the Comment Letter. For your convenience, each comment is repeated in bold below,
      followed by the Company’s response.

    Form 10-K for the Fiscal Year ended December 31, 2022

    Business and Properties

    Our Shipping Assets, page 7

          1.

            We note your disclosures on pages 3 and 7 indicating that you have a fleet of 20 vessels used in your marine operations, including seven regasification units
              (FSRUs), which range in size from 125,000 to 170,000 cubic meters, and eleven liquefied natural gas carriers (LNGCs), which range in size from 6,500 to 174,000 cubic meters.

    We understand that some vessels are owned while others are held under charter agreements; some are used in your operations, while
      others are under charters for use by third parties; and that some are assigned to your Terminals and Infrastructure operating segment, while others are assigned to your Ships operating segment.

    Given your disclosures stating that FSRUs are "critical to service the demands of our large-scale downstream customers" and LNGCs
      "transport cargoes from ports, FSRUs and FSUs to other downstream facilities," it appears that further details of the individual shipping assets would more adequately inform as to the suitability, adequacy, productive capacity, and extent of
      utilization, consistent with Item 102 of Regulation S-K.

    For example, using a tabulation or incremental narratives, such details may include the vessel name, type of vessel, capacity, form of
      ownership or manner possession, location of deployment, operating segment, type of charter arrangement, and expiration date.

      1

    Response: In response to the Staff’s comment, the Company will
      expand its disclosures of Business and Properties in our Form 10-K beginning with our annual report on Form 10-K for the fiscal year ended December 31, 2022. Please see below for an illustrative disclosure to be included by the Company in future
      annual filings. The illustrative disclosure reflects proposed revisions to the Business and Properties section of our Annual Report on Form 10-K for the fiscal year ended December 31, 2022, subject to updates and adjustments to be made in connection
      with any material development of the subject matter being disclosed.

    PROPOSED DISCLOSURE:

    Our Shipping Assets

    Our shipping assets include three types of ships: Floating Storage and Regasification Units ("FSRUs"), Floating Storage Units ("FSUs") and LNG carriers
      ("LNGCs"), and each type of ship may be leased to customers under long-term or spot arrangements or operated by us. FSRUs provide offshore storage and regassification capabilities and are generally less costly and substantially faster to deploy
      compared to the construction and development of land-based LNG regassification and storage facilities. FSUs are floating storage assets, which often provide storage for LNG but are also capable of transporting LNG. LNG carriers are vessels that
      transport LNG and are compatible with many LNG loading and receiving terminals globally.

    Our shipping assets are deployed to our two operating segments, Ships and Terminals and Infrastructure. Several of our vessels are currently chartered to
      third parties, and these vessels are included in our Ships segment. These vessels operate globally based on the needs of the third-party contractual counterparties. As third-party charters expire, we plan to charter the vessels from Energos
      Infrastructure (“Energos”), a joint venture we formed in 2022 and described in more detail below, through the periods described below in various capacities. We plan to utilize several FSRUs currently in our Ships segment for our own regasification
      needs at our Facilities. We plan to utilize LNGCs and FSUs to transport LNG to our operations or to serve as storage for Fast LNG or other projects that we may undertake. We include these vessels in our Terminals and Infrastructure segment once we
      begin to use the vessels for our own operational purposes. We maintain flexibility to deploy vessels in our Terminals and Infrastructure segment as needed to operate our LNG supply chain and serve our downstream customers.

    On August 15, 2022, the Company and an affiliate of certain funds or investment vehicles managed by affiliates of Apollo Global Management, Inc., AP
      Neptune Holdings Ltd. ("Purchaser"), completed a sales and financing transaction regarding the substantial majority of our Shipping Assets. This sales and financing transaction comprised of the formation of Energos and the sale or contribution of
      eleven vessels, including six FSRUs, three FSUs and two LNGCs (the “Energos Formation Transaction”). As a result of the Energos Formation Transaction, we own approximately a 20% equity interest in Energos, with the remaining interest owned by the
      Purchaser.

    In connection with the Energos Formation Transaction, we entered into long-term time charter agreements for periods of up to 20 years in respect of ten
      of the vessels sold or contributed to Energos, the terms of which will commence upon the expiration of each vessel’s existing third-party charter.  As a result of this arrangement, when existing third-party charters expire between April 2023 and
      August 2027, those vessels will then be chartered to us by Energos for 20-year terms expiring between December 2027 and August 2042.

    Set forth below are tables containing additional detail regarding each vessel in our operating segments:

    Ships Segment:

            Vessel Name

            Vessel Type

            Capacity

              (cubic meters of LNG)

            Owner

            Contract Type

            Location

            Golar Igloo

            FSRU

            170,000

            Energos

            Lease

            The Netherlands

      2

            Vessel Name

            Vessel Type

            Capacity

               (cubic meters of LNG)

            Owner

            Contract Type

            Location

            Golar Celsius

            LNGC / FSU

            161,000

            Energos

            Lease

            Various

            Golar Penguin

            LNGC / FSU

            161,000

            Energos

            Lease

            Various

            Energos Eskimo

            FSRU

            161,000

            Energos

            Lease

            Kingdom of Jordan

            Golar Maria

            LNGC / FSU

            146,000

            Energos

            Lease

            Various

            Energos Winter

            FSRU

            138,000

            Energos

            Lease

            Brazil

            Methane Princess

            LNGC / FSU

            138,000

            Energos

            Lease

            Various

            Golar Mazo

            LNGC / FSU

            137,000

            60% NFE / 40% CPC

            Owned

            Various

            Nusantara Regas Satu

            FSRU

            125,000

            Energos

            Lease

            Indonesia

            Golar Spirit

            FSRU

            129,000

            NFE

            Owned

            Various

    Terminals and Infrastructure Segment:

            Vessel Name

            Vessel Type

            Capacity

              (cubic meters of LNG)

            Owner

            Contract Type

            Location

            Orion sea

            LNGC / FSU

            174,000

            JP Morgan

            Lease

            Various

            Hoegh Gallant

            FSRU

            170,000

            Hoegh LNG

            Lease

            Jamaica

            NFE Grand

            LNGC / FSU

            146,000

            Energos

            Lease

            Various

            Energos Freeze

            FSRU

            126,000

            Energos

            Lease

            Various

            CNTIC Vpower Global

            LNGC / FSU

            28,000

            CNTIC Vpower Holdings

            Lease

            Various

            Coral Encanto

            LNGC / FSU

            30,000

            Anthony Veder

            Lease

            Various

            Avenir Accolade

            LNGC / FSU

            7,500

            Avenir

            Lease

            Various

            Coral Anthelia

            LNGC / FSU

            6,500

            Anthony Veder

            Lease

            Various

    Management's Discussion and Analysis of Financial Condition and Results of Operations

    Our Development Projects, page 55

          2.

            We note that you have provided a brief description of various development projects under this heading and on pages 5 and 6 in your Business and Properties section.
              Please expand your discussion and analysis to provide further details regarding each project, as necessary to reflect the status of the project at the reporting date.

    For example, include the estimated timeframe for completion, uncertainties regarding the timeframe, project feasibility, or ability to
      obtain financing, essential or key milestones, permitting or contracting requirements, and the estimated total and incremental project costs and the anticipated source of funds,

      3

    while clarifying such needs on both a short-term and long-term basis, consistent with Item 303(b)(1) of Regulation S-K.

    Response: In response to the Staff’s comment, the Company will
      expand its disclosures of our development projects beginning with our annual report on Form 10-K for the fiscal year ended December 31, 2022. Please see below for an illustrative disclosure to be included by the Company in future annual filings. The
      illustrative disclosure reflects proposed revisions to Our Development Projects and Liquidity and Capital Resources sections of Management Discussion & Analysis of Financial Condition and Results of Operations of our Annual Report on Form 10-K
      for the fiscal year ended December 31, 2022, subject to updates and adjustments to be made in connection with any material development of the subject matter being disclosed.

    PROPOSED DISCLOSURE: ($ amounts in thousands throughout)

    Our Development Projects

    Our projects currently under development include our development of a series of modular floating liquefaction facilities to provide a source of low-cost
      supply of LNG to customers around the world through our Fast LNG technologies (“FLNG”); our LNG terminal facility in Puerto Sandino, Nicaragua (“Puerto Sandino Facility”); our LNG terminal (“Barcarena Facility”) and power plant (“Barcarena Power
      Plant”) located in Pará, Brazil; and our LNG terminal (“Ireland Facility”) and power plant in Ireland. We are also in active discussions to develop projects in multiple regions around the world that may have significant demand for additional power,
      LNG and natural gas, although there can be no assurance that these discussions will result in additional contracts or that we will be able to achieve our target revenue or results of operations.

    The design, development, construction and operation of our projects are highly regulated activities and subject to various approvals and permits. The
      process to obtain required permits, approvals and authorizations is complex, time-consuming, challenging and varies in each jurisdiction in which we operate. We obtain required permits, approvals and authorizations in due course in connection with
      each milestone for our projects.

    We describe each of our current development projects below.

    Fast LNG

    We are currently developing multiple modular floating liquefaction facilities to provide a source of low-cost supply of LNG to customers around the
      world. We have designed and are constructing offshore liquefaction facilities for our growing customer base that we believe are both faster and more economical to construct than many traditional liquefication solutions. The “Fast LNG,” or “FLNG,”
      design pairs advancements in modular, midsize liquefaction technology with jack up rigs, semi-submersible rigs or similar marine floating infrastructure to enable a lower cost and faster deployment schedule than land-based alternatives.
      Semi-permanently moored floating storage unit(s) (FSUs) will provide LNG storage alongside the floating liquefaction infrastructure, which can be deployed anywhere there is abundant and stranded natural gas.

    Our initial Fast LNG units are being constructed at the Kiewit Offshore Services shipyard near Corpus Christi, Texas. The Kiewit facility specializes in
      the fabrication and integration of offshore projects. In partnership with Kiewit, we believe we have established an efficient and repeatable process to reduce cost and time to build incremental liquefaction capacity. We expect to deploy our first
      Fast LNG unit in the first half of 2023, the second unit later in 2023, and additional units in 2024.

    We plan to deploy several Fast LNG units at different locations around the world and describe our currently planned projects below.

    Altamira

    In the fourth quarter of 2022, we finalized short-form agreements with the Comisión Federal de Electricidad (“CFE”) to supply natural gas to our first
      FLNG facility located off the coast of Altamira, Tamaulipas,

      4

    Mexico.  These arrangements are subject to finalizing long-form definitive agreements and satisfying certain conditions precedent. We plan to deploy
      multiple 1.4 million tons per annum (“MTPA”) FLNG units that will utilize CFE’s existing firm pipeline transportation capacity on TC Energy’s Sur de Texas-Tuxpan Pipeline to deliver feedgas volumes to NFE. We expect to deploy our first FLNG unit to
      Altamira in 2023.

    Louisiana

    In addition, we plan to install an FLNG facility approximately 16 nautical miles off the southeast coast of Grand Isle, Louisiana.  We have filed
      applications with the U.S. Maritime Administration ("MARAD") and the U.S. Coast Guard to obtain our deepwater port license application for this facility. The facility will be capable of exporting up to approximately 145 billion cubic feet of natural
      gas per year, equivalent to approximately 2.8 MTPA of LNG.

    Lakach

    Also, in the fourth quarter of 2022, we finalized agreements with Petróleos Mexicanos (“Pemex”) to form a long-term strategic partnership to develop the
      Lakach deepwater natural gas field for Pemex to supply natural gas to Mexico's onshore domestic market and for NFE to produce LNG for export to global markets. NFE expects to invest in the continued development of the Lakach field over a two-year
      period by completing seven offshore wells and to deploy a 1.4 MTPA Fast LNG unit to liquefy the majority of the produced natural gas.

United States securities and exchange commission logo
December 22, 2022
Christopher Guinta
Chief Financial Officer
New Fortress Energy Inc.
111 W. 19th Street, 8th Floor
New York, NY 10011
Re:New Fortress Energy Inc.
Form 10-K for the Fiscal Year ended December 31, 2021
Filed March 1, 2022
File No. 001-38790
Dear Christopher Guinta:
            We have limited our review of your filing to the financial statements and related
disclosures 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 these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Form 10-K for the Fiscal Year ended December 31, 2021
Business and Properties
Our Shipping Assets, page 7
1.We note your disclosures on pages 3 and 7 indicating that you have a fleet of 20 vessels
used in your marine operations, including seven regasification units (FSRUs), which range
in size from 125,000 to 170,000 cubic meters, and eleven liquefied natural gas carriers
(LNGCs), which range in size from 6,500 to 174,000 cubic meters.

We understand that some vessels are owned while others are held under charter
agreements; some are used in your operations, while others are under charters for use by
third parties; and that some are assigned to your Terminals and Infrastructure operating
segment, while others are assigned to your Ships operating segment.

 FirstName LastNameChristopher Guinta
 Comapany NameNew Fortress Energy Inc.
 December 22, 2022 Page 2
 FirstName LastNameChristopher Guinta
New Fortress Energy Inc.
December 22, 2022
Page 2
Given your disclosures stating that FSRUs are "critical to service the demands of our
large-scale downstream customers" and LNGCs "transport cargoes from ports, FSRUs and
FSUs to other downstream facilities," it appears that further details of the individual
shipping assets would more adequately inform as to the suitability, adequacy, productive
capacity, and extent of utilization, consistent with Item 102 of Regulation S-K.

For example, using a tabulation or incremental narratives, such details may include the
vessel name, type of vessel, capacity, form of ownership or manner possession, location of
deployment, operating segment, type of charter arrangement, and expiration date.
Management's Discussion and Analysis of Financial Condition and Results of Operations
Our Development Projects, page 55
2.We note that you have provided a brief description of various development projects under
this heading and on pages 5 and 6 in your Business and Properties section. Please expand
your discussion and analysis to provide further details regarding each project, as necessary
to reflect the status of the project at the reporting date.

For example, include the estimated timeframe for completion, uncertainties regarding the
timeframe, project feasibility, or ability to obtain financing, essential or key milestones,
permitting or contracting requirements, and the estimated total and incremental project
costs and the anticipated source of funds, while clarifying such needs on both a short-term
and long-term basis, consistent with Item 303(b)(1) of Regulation S-K.
Recent Developments
Cargo Sales, page 56
3.We note your disclosures under this heading and in subsequent interim reports explaining
that during the second half of 2021 and during the interim periods of 2022, your sales of
LNG cargos have had a significant impact on your results of operations, and that you have
sourced the LNG cargos under supply contracts that were intended to satisfy requirements
at your Montego Bay Facility, Old Harbour Facility, San Juan Facility, La Paz Facility
and Puerto Sandino Facility over the next six years.

Please expand your discussion and analysis to address the following points.

•Describe the implications of no longer having all of your forecasted LNG
requirements covered by supply commitments.
•Explain how you were able to divert deliveries of LNG under the supply agreements
for sale rather than use, e.g. whether you advanced deliveries that were scheduled for
later periods, or sold positions with the delivery dates unchanged.

•Describe the extent to which quantities of LNG covered by the supply agreements are
contractually designated for delivery in certain periods, and the circumstances under

 FirstName LastNameChristopher Guinta
 Comapany NameNew Fortress Energy Inc.
 December 22, 2022 Page 3
 FirstName LastNameChristopher Guinta
New Fortress Energy Inc.
December 22, 2022
Page 3
which you are able to shift scheduled deliveries within the six year period.

•Describe your plans to either purchase LNG volumes in the market, or to enter into
new supply agreements as a result of your cargo sales, in order to restore your
position relative to the needs of your facilities.

•Quantify the extent to which you have increased your exposure to variability in LNG
and natural gas prices, in terms of the anticipated volumes and the periods in which
they would need to be acquired.
4.We note that you recently began reporting proceeds from LNG cargo sales as revenues in
liquidating positions under your commodity purchase contract to benefit from recent
increases in commodity prices relative to the contractual prices.

Please explain to us how you considered the definition of revenue in the FASB Master
Glossary, i.e. inflows from delivering or producing goods, rendering services, or other
activities that constitute the entity's ongoing major or central operations, and the guidance
in Rule 5-03.1, 7 and 9, in characterizing the proceeds as revenues.
5.We note your disclosure on page 66 indicating that your commitments to purchase LNG
and natural gas "are principally take-or-pay contracts, which require the purchase of
minimum quantities of LNG and natural gas" and are designed to assure sources of supply
not in excess of normal requirements, although on page 76 you appear to augment that
disclosure in explaining that your supply arrangements also allow you to "participate in
the opportunities created by market disruptions" as evidenced by multiple sales of
committed cargos in the market during 2021 and the subsequent interim periods.

We note that you describe some derivative contracts on page F-18, and explain that
these are accounted for at fair value unless the contracts qualify for the Normal Purchases
and Normal Sales scope exception.  However, you do not mention or explain how you are
accounting for the LNG and natural gas purchase contracts in conjunction with this policy
disclosure or in tabulating instruments that are subject to fair value accounting on page F-
31. We see that you report purchase commitments amounting to $5.3 billion on page 65,
which include these contracts along with obligations under engineering, procurement and
construction agreements for which a notice to proceed has been issued.

Tell us how you have assessed the LNG and natural gas purchase contracts under FASB
ASC 815 and whether you have relied upon the Normal Purchases and Normal Sales
scope exception and compiled documentation in accordance with FASB ASC 815-10-15-
37 and 38.  If this is the case, please explain how your decision to engage in cargo sales
has not jeopardized your previous accounting assessments, considering the guidance in
FASB ASC 815-10-15-35 and 41, if this is your view.

 FirstName LastNameChristopher Guinta
 Comapany NameNew Fortress Energy Inc.
 December 22, 2022 Page 4
 FirstName LastName
Christopher Guinta
New Fortress Energy Inc.
December 22, 2022
Page 4
Results of Operations, page 58
6.We note your disclosure on page 60 explaining that Cost of sales for the Terminals and
Infrastructure operating segment includes costs to procure feedgas or LNG, shipping and
logistics costs to deliver LNG or natural gas to your facilities, and costs to convert natural
gas to LNG, including labor, depreciation and other direct costs to operate your Miami
Facility; and you report Cost of sales of zero for your Ships operating segment.

Given the composition of your Segment Operating Margin, as illustrated on pages 58, F-
53 and F-54, in comparison to the details on pages F-6 and F-8, it appears that a
significant portion of depreciation and amortization expense has been excluded from your
Cost of sales and Segment Operating Margin measures.

Unless you are able to demonstrate why depreciation and amortization associated with all
of the facilities and ships utilized in your revenue generating operations would not be
attributable to Cost of sales to comply with GAAP, it appears that you would need to
revise your financial presentation to either include the applicable amounts or to provide
the parenthetical labeling indicated in SAB Topic 11:B.

However, if you retain the Cost of sales measures as currently presented, it appears that
your consolidated operating margin would be considered a non-GAAP measure for which
you would also need to provide the disclosures required by Item 10(e) of Regulation S-K,
including a reconciliation to the most directly comparable GAAP measure, which we
would view as gross margin in accordance with GAAP.

Please advise us of your position with respect to the observations outlined above and the
revisions that you propose to address these concerns.
            In closing, we remind you that the company and its management are responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or
absence of action by the staff.
            You may contact Jenifer Gallagher, Staff Accountant at (202) 551-3706 or Karl Hiller,
Branch Chief at (202) 551-3686 with any questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation

CORRESP
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    May 6, 2020

    VIA EDGAR

    United States Securities and Exchange Commission

    Division of Corporation Finance

    100 F Street, N.E.

    Washington, D.C. 20549

    Attention: Laura Nicholson

    Re:          New Fortress Energy LLC

    Registration Statement on Form S-3

    Filed March 5, 2020

    File No. 333-236921

    Dear Ms. Nicholson:

    Pursuant to Rule 461 under the Securities Act of 1933, as amended, New Fortress Energy LLC (the “Registrant”) hereby requests acceleration of the effective
      date of its Registration Statement on Form S-3 filed on March 5, 2020, as amended by Amendment No. 1 thereto filed on May 6, 2020 (File No. 333-236921), to 4:00 p.m., Eastern Time, on Wednesday, May 6, 2020, or as soon as practicable thereafter.

    The Registrant respectfully requests that it be notified of such effectiveness by a telephone call to Michael J. Schwartz of Skadden, Arps, Slate, Meagher
      & Flom LLP at (212) 735-3694 and that such effectiveness also be confirmed in writing.

    * * *

    [Signature Page Follows]

      United States Securities and Exchange Commission

      May 6, 2020

      Page 2

              Very truly yours,

              NEW FORTRESS ENERGY LLC

              By:

              /s/ Cameron MacDougall

              Name:

              Cameron MacDougall

              Title:

              General Counsel and Secretary

            cc:

              Michael J. Zeidel, Esq.

                Michael J. Schwartz, Esq.

CORRESP
1
filename1.htm

    May 1, 2020

    VIA EDGAR

    United States Securities and Exchange Commission

    Division of Corporation Finance

    100 F Street, N.E.

    Washington, D.C. 20549

    Attention: Laura Nicholson

            Re:

            New Fortress Energy LLC

            Registration Statement on Form S-3

            Filed March 5, 2020

            File No. 333-236921

    Dear Ms. Nicholson:

      On April 29, 2020, New Fortress Energy LLC requested acceleration of the effective date of the above-referenced Registration Statement so that it would become effective at 4:00 p.m., Eastern Time, on Friday, May 1,
        2020, or as soon as practicable thereafter. We hereby withdraw our request until further notice.

        [Signature page follows]

      United States Securities and Exchange Commission

      May 1, 2020

      Page 2

            Very truly yours,

            NEW FORTRESS ENERGY LLC

            By:

            /s/ Cameron MacDougall

            Name:

            Cameron MacDougall

            Title:

            General Counsel and Secretary

            cc:

            Michael J. Zeidel, Esq.

            Michael J. Schwartz, Esq.

            Skadden, Arps, Slate, Meagher & Flom LLP

CORRESP
1
filename1.htm

      April 29, 2020

      VIA EDGAR

      United States Securities and Exchange Commission

      Division of Corporation Finance

      100 F Street, N.E.

      Washington, D.C. 20549

      Attention: Laura Nicholson

      Re:         New Fortress Energy LLC

      Registration Statement on Form S-3

      Filed March 5, 2020

      File No. 333-236921

      Dear Ms. Nicholson:

      Pursuant to Rule 461 under the Securities Act of 1933, as amended, New Fortress Energy LLC (the “Registrant”) hereby requests acceleration of the effective date of its Registration Statement on Form S-3 filed on March 5, 2020 (File
        No. 333-236921) to 4:00 p.m., Eastern Time, on Friday, May 1, 2020, or as soon as practicable thereafter.

      The Registrant respectfully requests that it be notified of such effectiveness by a telephone call to Michael J. Schwartz of Skadden, Arps, Slate, Meagher & Flom LLP at (212) 735-3694 and that such effectiveness also be confirmed in writing.

      * * *

      [Signature Page Follows]

      United States Securities and Exchange Commission

      April 29, 2020

      Page 2

              Very truly yours,

              NEW FORTRESS ENERGY LLC

              By:

              /s/ Cameron MacDougall

              Name: Cameron MacDougall

              Title:   General Counsel and Secretary

              cc: Michael J. Zeidel, Esq.

                    Michael J. Schwartz, Esq.

March 12, 2020
Cameron MacDougall
General Counsel and Secretary
New Fortress Energy LLC
111 W. 19th Street, 8th Floor
New York, NY 10011
Re:New Fortress Energy LLC
Registration Statement on Form S-3
Filed March 5, 2020
File No. 333-236921
Dear Mr. MacDougall:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Laura Nicholson, Special Counsel, at (202) 551-3584 with any questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       Michael J. Schwartz

CORRESP
1
filename1.htm

      Via EDGAR

      January 30, 2019

      Mara L. Ransom

      Assistant Director

      Office of Consumer Products

      United States Securities and Exchange Commission

      Division of Corporation Finance

      100 F Street, N.E.

      Washington, D.C.  20549-3561

              Re:

              New Fortress Energy LLC

              Registration Statement on Form S-1

              File No. 333-228339

      Ladies and Gentlemen:

      On behalf of New Fortress Energy LLC, and pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended,
          the undersigned hereby requests that the effective date of the above referenced Registration Statement on Form S-1 be accelerated to 4:30 p.m., Washington, D.C. time, on January 30, 2019, or as soon as practicable thereafter.

      Thank you for your assistance in this matter.

      Securities and Exchange Commission

      January 30, 2019

      Page 2

              Very truly yours,

              NEW FORTRESS ENERGY LLC

              By:

              /s/ Christopher S. Guinta

              Name:

              Christopher S. Guinta

              Title:

              Chief Financial Officer

              cc:

              David P. Oelman, Vinson & Elkins L.L.P.

              E. Ramey Layne, Vinson & Elkins L.L.P.

              James R. Brown, Vinson & Elkins L.L.P.

CORRESP
1
filename1.htm

    January 30, 2019

    United States Securities and Exchange Commission

    Division of Corporation Finance

    100 F Street, N.E.

    Washington, D.C. 20549-3561

    Attention: Mara L. Ransom

            Re:

            New Fortress Energy LLC

            Registration Statement on Form S-1

            File No. 333-228339

    Ladies and Gentlemen:

    As the representatives of the several underwriters of the New Fortress Energy LLC (the “Company”) proposed initial public
        offering of Class A shares representing limited liability company interests in the Company, we hereby join the Company’s request for acceleration of the above-referenced Registration Statement, requesting effectiveness for 4:30 p.m., Eastern time,
        on January 30, 2019, or as soon thereafter as is practicable.

    Pursuant to Rule 460 of the General Rules and Regulations under the Securities Act of 1933, we wish to advise you that we
        have effected the following distribution of the Preliminary Prospectus dated January 29, 2019, through the date hereof:

    Preliminary Prospectus January 29, 2019:

    1,323 copies to prospective underwriters, institutional investors, dealers and others.

    [The remainder of this page intentionally left blank.]

    We, the undersigned, as representatives of the several underwriters, have complied and will comply, and we have been informed
        by the participating underwriters that they have complied and will comply, with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934.

            Very truly yours,

            MORGAN STANLEY & CO. LLC

            BARCLAYS CAPITAL INC.

            CITIGROUP GLOBAL MARKETS INC.

            CREDIT SUISSE SECURITIES (USA) LLC

            As Representatives of the several Underwriters

            By:

            MORGAN STANLEY & CO. LLC

            By:

            /s/ Neil Guha

            Name:

            Neil Guha

            Title:

            Vice President

            By:

            BARCLAYS CAPITAL INC.

            By:

            /s/ Victoria Hale

            Name:

            Victoria Hale

            Title:

            Vice President

            By:

            CITIGROUP GLOBAL MARKETS INC.

            By:

            /s/ Doug Adams

            Name:

            Doug Adams

            Title:

            Managing Director

            By:

            CREDIT SUISSE SECURITIES (USA)

                LLC

            By:

            /s/ Robert Santangelo

            Name:

            Robert Santangelo

            Title:

            Managing Director

    2

CORRESP
1
filename1.htm

    New Fortress Energy LLC

    111 W. 19th Street, 8th Floor

    New York, New York 10011

    December 21, 2018

    United States Securities and Exchange Commission

    Division of Corporation Finance

    100 F Street, N.E.

    Washington, D.C.  20549-3561

    Attention: Mara L. Ransom

            Re:

            New Fortress Energy LLC

            Registration Statement on Form S-1

            Filed on November 9, 2018

            File No. 333-228339

    Ladies and Gentlemen:

    Set forth below are the responses of New Fortress Energy LLC (the “Company”, “we,” “us” or “our”), to comments received from the staff of the Division of Corporation Finance
        (the “Staff”) of the Securities and Exchange Commission (the “Commission”) by letter dated November 20, 2018, with respect to Registration Statement on Form S-1, File No. 333-228339, filed with the Commission on November 9, 2018 (the “Registration Statement”).

    Concurrently with the submission of this letter, we are publicly filing Amendment No. 1 to the Registration Statement (“Amendment No. 1”) via EDGAR. For your convenience, we have hand-delivered three copies of this letter as well as three copies of Amendment No.
        1 marked to show all revisions made since the prior filing of the Registration Statement.

    For your convenience, each response is prefaced by the exact text of the Staff’s corresponding comment in bold, italicized text.  All
        references to page numbers and captions correspond to Amendment No. 1 unless otherwise specified.

    Our Liquefaction Assets, page 6

              1.

                We note your disclosure that, “[a]t the completion of this offering, we will have committed approximately $2 billion in building and
                    developing our facilities since 2014.” Please revise your disclosure to separately quantify the amount that you have already spent and the amount(s) of your current commitments. With respect to your outstanding commitments, please
                    briefly identify the source of funds you will utilize to pay such commitments.

    RESPONSE:          We acknowledge the Staff’s comments and have revised the Registration Statement accordingly. Please see pages 7 and 75 of Amendment No. 1.

    *          *          *          *          *

      Securities and Exchange Commission

      December 21, 2018

      Page 2

    Please direct any questions that you have with respect to the foregoing or if any additional supplemental information is required by the
        Staff, please contact David P. Oelman or E. Ramey Layne of Vinson & Elkins L.L.P. at (713) 758-3708 or (713) 758-4629, respectively.

            Very truly yours,

            New Fortress Energy LLC

            By:

          /s/ Wesley R. Edens

            Name:

            Wesley R. Edens

            Title:

            Chief Executive Officer

    Enclosures

            cc:

            Cameron D. MacDougall, Esq., New Fortress Energy LLC

            David P. Oelman, Vinson & Elkins L.L.P.

            E. Ramey Layne, Vinson & Elkins L.L.P.

            James R. Brown, Vinson & Elkins L.L.P.

Mail Stop 3561
November 20 , 2018

Wesley R. Edens
Chief Executive Officer
New Fortress Energy  LLC
111 W. 19th Street, 8th Floor
New York, NY 10011

Re: New Fortress Energy LLC
Registration Statement on Form S-1
Filed November 9, 2018
  File No. 333 -228339

Dear Mr. Edens :

We have reviewed your 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 amending your registration statement and providing the
requested information .  If you do not believe our com ments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.

After reviewing any amendment to your registration statement and the information you
provide in response to these  comments, w e may have  additional comments.
Our Liquefaction Assets, page 6
1. We note your disclosure  that, “[a]t the completion of this offering, we will have
committed approximately $2 billion in building and developing our facilities since 2014.”
Please revise you r disclosure to separately quantify the amount  that you have already
spent and the amount (s) of your current commitments .  With respect to your outstanding
commitments, please briefly identify the source of funds you will utilize to pay such
commitments.

We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.

Wesley R. Edens
New Fortress Energy  LLC
November 20 , 2018
Page 2

 Refer to Rules 460 and 461 regarding requests for  acceleration .  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.

Please contact Yong Kim, Staff Accountant, at (202) 551 -3323 , or Andrew Blume, Staff
Accountant, at (202) 5 51-3254  if you have questions regarding comments on the financial
statements and related matters.   Please contact Scott Anderegg, Attorney Adviser, at (202) 551 -
3342, or me at (202) 551 -3720 if you have questions regarding the comments.

Sincerely,

 /s/ Lisa M. Kohl for

 Mara L. Ransom
Assistant Director
        Office of Consumer Products

Mail Stop 3561
October 2 5, 2018

Wesley R. Edens
Chief Executive Officer
NFE Financial Holdings LLC
111 W. 19th Street, 8th Floor
New York, NY 10011

Re: NFE Financial Holdings LLC
Amendment No. 1 to Draft Registration Statement on Form S-1
Submitted October 5 , 2018
  CIK  No. 000179723

Dear Mr. Edens :

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.

Overview

Our Business Model , page 5

1. You state on page 6 that you have contracts, letters of intent or expect to secure contracts
in the near term to sell LNG volumes in excess of 8.3 million gallons per day.  Please
revise to clarify the amount of LNG volumes for which you are currently contractually
committed to deliver, as you do on page 9.

Our Liquefaction Assets, page 8

2. Please include a discussio n of your Miami facility.   You mention it towards the end of
this discussion in the context of all of your assets but you do not provide a summary of

Wesley R. Edens
NFE Financial Holdings LLC
October 2 5, 2018
Page 2

 the facility on a standalone basis.   In doing so, please explain the amount of, if any, LNG
volumes you are contractually committed to deliver from this facility.

Illustrative LNG Production and Natural Gas Sale Economics, page 10

3. It appears you are presenting a projection on an MMBtu basis of your anticipated
operating EBITDA reflecting operations in Jamaica, anticipated developments in Puerto
Rico, Ireland and Mexico and estimated liquefaction of natural gas at the Pennsylvania
Facilities or the Haynesville Facilities  to the exclusion of your operations  in Miami .
Please advise if our understanding is incorrec t.  We also note your projection is for
achieving unit economics in 2022 which is four years in the future.  Explain to us in
detail how projection of a metric (EBITDA) on a per unit basis (MMBtu), as opposed to
traditional projections of revenue, net inco me and EPS, complies with Item 10(b)(2) of
Regulation S -K.  In addition, please explain how you have a reasonable basis to project
results four years in the future given your particular circumstances and limited operating
history.   Please be detailed in y our response.

Risk Factors
Our business is dependent upon obtaining substantial additional fundin g from various sources…,
page 28

4. We note your response to comment  11 and your revised disclosure.  We further note your
reference to a “ committed debt financing of $___ million.”    In the appropriate place in
your prospectus including, but not limited to, your Liquidity and Capital Resources
disclosure, please provide a description of your “committed debt financing of $___
million.”

Management’s Discussion and Analysis of Financial Condition and Results of Operations , page
57

5. We note your response to comment  16 and your revised disclosure.  However, in your
Note 1 to your Notes to Consolidated Financial Statements you continue to disclose that
you are “engaged in providing energy, logistical services, and financing capital
investment to end users worldwide, seeking to convert their operating assets from diesel
or heavy fuel oil to Liquefied Natural Gas (“LNG”).”  Please revise for consistency.

Financial Statements

Consolidated Statements of Changes in Members’ Equity, page F -5

6. Please provide a rollforward of the number of member shares outstanding for each period
a balance sheet is presented.  You may present this information here or in the notes to the
consolidated financial statements.  Refer to Rule 3 -04 of Regulation S -X.

Wesley R. Edens
NFE Financial Holdings LLC
October 2 5, 2018
Page 3

 Notes to Consolidated Financial Statements

7. We have reviewed your response to comment 21 regarding the disclosures required by
ASC 280 -10-50-40.  Please separately pr esent interest revenue generated from your direct
financing arrangements and, if applicable, steam revenues.

12. Finance Leases, net, page F -16

8. We have reviewed your response to comment 22.  We note that you appear to account for
your Terminal Arrangement under ASC 840 for the fixed generation capacity component
and under ASC 605 for the variable commodity component.  Please clarify how you
determ ined it was appropriate to separately account for the fixed and variable features
under two accounting models rather than as a combined arrangement entirely under lease
accounting.  In doing so, explain why the variable commodity component does not
represe nt contingent rent under ASC 840 -10-25-4.

 Exhibits

9. We note your response to comment  23.  Your analysis with respect to your GSAs seems
to address your “planned and expected business,” when your analysis should be with
respect to your current operations.  Please revise your analysis to address whether or not
your existing GSAs constitute a major part of your current business or file your existing
GSAs as exhibits.

Please contact Yong Kim, Staff Accountant, at (202) 551 -3323 , or Andrew Blume, Staff
Accountant, at (202) 551 -3254  if you have questions regarding comments on the financial
statements and related matters.   Please contact Scott Anderegg, Attorney Adviser, at (202) 551 -
3342, or me at (202) 551 -3720 if you have questions regarding the comments.

Sincerely,

 /s/ Mara L. Ransom

 Mara L. Ransom
Assistant Director
        Office of Consumer Products

Mail Stop 3561
September 14, 2018

Wesley R. Edens
Chief Executive Officer
NFE Financial Holdings LLC
111 W. 19th Street, 8th Floor
New York, NY 10011

Re: NFE Financial Holdings LLC
Draft Registration Statement on Form S-1
Submitted August 16, 2018
  CIK  No. 000179723

Dear Mr. Edens :

We have reviewed your 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.

General

1. Please supplementally provide us w ith copies of all written communications, as defined
in Rule 405 under the Securities Act, that you, or anyone authorized to do so on your
behalf, present to potential investors in reliance on Section 5(d) of the Securities Act,
whether or not they retain copies of the communications.

Prospectus Cover Page
2. Include the concise list of applicable bulleted statements Section II.A.3.a of Release No.
33-6900 requires for limited partnerships and similar entities .

Wesley R. Edens
NFE Financial  Holdings LLC
September 14, 2018
Page 2

 Summary

3. Throughout your summary and your prospectus, you refer to the implementa tion of
“more stringent environmental regulations” and how these regulations may benefit your
business.  Please revise your disclosure to specify the regulations to which you are
making reference and clarify the status of these regulations.

Pennsylvani a Facility, page 3

4. Please revise to quantify the obligations associated with the “substantial portion of your
expected gas needs” for which you have already contracted and summarize the conditions
precedent.

Our Current Downstream Customers, page 3

5. Disclose the capacity at which your assets are currently operating to service JPS and
provide additional capacity disclosure to put in context your statement that these assets
“will have capacity to service” JPC and Jamalco, as well as other customers.

Business Strategies, page 4

6. Revise this section to clearly depict your current revenue -generating operations as
contrasted with your operations that are currently under development and those that you
intend to develop in the future, including the Pennsylvania Faci lity, the Old Harb our
Terminal and the CHP Plant.   Currently, the estimated steps to completion and
completion dates of these facilities are unclear.

Risk Factors, page 6

7. We note that you direct readers to your risk factors.  Please revise your discussion to
balance your summary to discuss the principal challenges or weakness and the risks and
limitations facing you .

Formation Transaction and Structure, page 7

8. You state t hat you will be the sole managing member of New Fortress Intermediate LLC
(“NFI”) and will consolidate it.  Based on the formation transactions, it appears that New
Fortress Energy Holdings LLC will own a majority of the common units of NFI  (“NFI
LLC Units”) following the offering.  If this is the case, please tell how you determined
consolidation of NFI is appropriate.  In doing so, tell us whether you will consolidate NFI
under the variable interest entity (“VIE”) model or the voting inter est model and explain
the reasons supporting your conclusions.  If you plan to consolidate NFI under the voting
interest model, tell us whether you determined NFI is more akin to a corporation or
limited partnership for consolidation assessment purposes.  Refer to ASC 810.

Wesley R. Edens
NFE Financial  Holdings LLC
September 14, 2018
Page 3

Organizational Structure , page 9

9. Revise to disclose who ultimately controls New Fortress Energy Holdings.  This
comment also applies to the beneficial ownership table on page 74.

Risk Factors

Our current ability to generate cash  is substantially dependent upon the performance by
customers under long -term contracts …, page 17

10. Here and elsewhere where you discuss the “long -term” nature of your contracts, revise to
provide the range of lengths remaining, given your dependence upon t hem.  Please also
provide additional credit quality information about your counter -parties, with a view to
understanding how you assessed their creditworthiness.   Finally, enhance your disclosure
to elaborate upon the “financial difficulties” recently exp erienced by Noble Group.
Our business is dependent upon obtaining substantial additional fundin g from various sources…,
page 19

11. Revise to specify the “meaningful period of time” you refer to here.
We may not be able to generate sufficient cash to service  all of our ind ebtedness…, page 20

12. Quantify your existing debt obligations and known future debt obligations in order to put
this risk in context.

Use of Proceeds, page 42

13. We note that you disclose that you intend use the proceeds of the offering “to  complete
the construction of the Old Harbour Terminal, the Pennsylvania Facility and the CHP
Plant, as well as for working capital and general company purposes.”  Please revise to
specify the intended use of proceeds by each project  discussed, considering your
disclosure elsewhere indicates that you will need additional resources to complete all of
these projects .  See Item 504 of Regulation S -K.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Results of Operations,  page 48

14. Please revise to break down the revenues you earn from natural gas and LNG sales.

Cost of sales, page 49

15. Please disclose the amount of LNG purchased from third parties included in cost of sales
for each period presented.  We believe this discl osure would provide useful information

Wesley R. Edens
NFE Financial  Holdings LLC
September 14, 2018
Page 4

 to investors in understanding the extent of LNG purchased externally versus produced
internally.

Business , page 56

16. In your discussion of your business, we note your disclosure that you intend to engage in
providing “financing capital investment to end users worldwide seeking to convert their
operating assets from diesel or heavy fuel oil (“HFO”) to LNG.”  In your ensuing
discussion please provide additional discussion of this facet of your business.  For
example, please discuss how much capital you intend to allocate to this business, and
what are the general terms and conditions of these investments

Our Liqu efaction Assets, page 57

17. Please revise to disclose the capacity you are currently utilizing, out of the to tal amount
available, at your Miami -Dade Facility.

Competitive Strengths , page 60

18. We note that you list as one of your competitive strengths is your scalable infrastructure.
However, we note on page 62 that you have DOE orders authorizing you to be able  to
export a total of the equivalent of 60,000 mtpa (approximately 3.02 Bcf/yr) of
domestically produced LNG .  If true, please discuss in an appropriate place in your
prospectus how your present DOE orders limit your growth to 3.02 Bcf/year.

Financial Sta tements

19. Please provide financial statements of the registrant or tell us why you believe they are
not required.  If these financial statements are not required, disclose in an appropriate
place in your filing, if true, that the registrant has not commence d operations and has no
or nominal assets or liabilities and to describe in sufficient detail any contingent liabilities
and commitments.

Consolidated Statements of Operations and Comprehensive Loss, page F -4

20. We note your pro forma income tax and net los s line items.  Please also present a pro
forma earnings per share figure or tell us why such disclosure is not required.

Notes to Consolidated Financial Statements

21. Please provide the disclosures required by ASC 280 -10-50-40 within your financial
statemen t footnotes.

Wesley R. Edens
NFE Financial  Holdings LLC
September 14, 2018
Page 5

 12.  Finance Leases, net, page F -16

22. We note that you account for arrangements involving your Montego Bay LNG terminal
and “other arrangements to lease equipment to customers” as direct finance leases.
Please address the following comments:

 Tell us how you determined these arrangements fall within the scope of ASC 840 -10-
15 and how you determined direct financing classification, versus sales -type
classification, was appropriate under ASC 840 -10-25-43.

 Explain how the net investment recorded for your direct financing leases complies
with the guidance in ASC 840 -30-30-11 through -13.  In doing so, clarify how you
determined the minimum lease payments and unguaranteed residual value accruing to
your benefi t.

 We note that you allocate consideration received from customers between lease and
non-lease components.  Identify for us all lease and non -lease components of these
arrangements.  Clarify whether or not you consider LNG sales to be a lease
component.

 Exhibits

23. Tell us what consideration you have given to filing as exhibits your LNG supply
agreement(s) as well as your GSAs, given how material they appear to be to your
business.  Refer to Item 601(b)(10) of Regulation S -K.

Please contact Yong Kim, Staff Accountant, at (202) 551 -3323 , or Andrew Blume, Staff
Accountant, at (202) 551 -3254  if you have questions regarding comments on the financial
statements and related matters.   Please contact Scott Anderegg, Attorney Adviser, at (202) 551 -
3342, or me at (202) 551 -3720 if you have questions regarding the comments.

Sincerely,

 /s/ Mara L. Ransom

 Mara L. Ran som
Assistant Director
        Office of Consumer Products