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                             November 30, 2022

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

                                                        Re: Nextracker Inc.
                                                            Amendment No. 8 to
Draft Registration Statement on Form S-1
                                                            Submitted November
22, 2022
                                                            CIK No. 0001852131

       Dear Heather 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.

       Confidential Submission No. 8 on Form S-1 submitted November 22, 2022

       Management's Discussion and Analysis of Financial Condition and Results
of Operations, page
       87

   1.                                                   Please identify the
customers that account for 10% or more of revenue during the periods
                                                        presented. Refer to
Item 101(c)(1)(i) of Regulation S-K which sets forth the standard for
                                                        disclosure of customer
dependence. If the agreements or contracts with these customers
                                                        are material, file them
as exhibits pursuant to Item 601(b)(10) of Regulation S-K.
       Unaudited Condensed Combined Financial Statements of Nextracker
       7. Commitments and contingencies, page F-49

   2.                                                   Your disclosure now
states the case with ATI was settled on June 15, 2022. Please
 Heather Childress
Nextracker Inc.
November 30, 2022
Page 2
      reconcile this with the date disclosed in Note 9 on page F-29.
       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 Alex King at 202-551-8631 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
November 30, 2022 Page 2
cc:       Lindsey A. Smith
FirstName LastName