United States securities and exchange commission logo

                            October 1, 2021

       Carter Culver
       Senior Vice President & Deputy General Counsel
       Constellation Newholdco, Inc.
       c/o Exelon Corporation
       10 South Dearborn Street
       P.O. Box 805379
       Chicago, Illinois 60680-5379

                                                        Re: Constellation
Newholdco, Inc.
                                                            Amendment No. 1 to
Draft Registration Statement on Form 10-12B
                                                            Submitted September
14, 2021
                                                            CIK 0001868275

       Dear Mr. Culver:

             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

             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

       Amendment No. 1 to Draft Registration Statement on Form 10-12B

       Summary, page 1

   1.                                                   We note your response
to prior comment 2. Please define the term "clean energy" and
                                                        clarify throughout, if
true, that your references to "carbon-free" is solely based on
                                                        your generation output
of electricity.
 Carter Culver
FirstName  LastNameCarter  Culver
Constellation Newholdco, Inc.
October    NameConstellation Newholdco, Inc.
        1, 2021
Page 2 1, 2021 Page 2
FirstName LastName
Risk Factors
Our financial performance could be negatively affected by matters arising from
our ownership
and operation of nuclear facilities, page 28

2.       We note your response to prior comment 2. Please revise to enhance
your risk factor to
         describe the operational risks arising from your ownership and
operation of nuclear
         facilities. We note your disclosure on page 79 that the generation of
nuclear energy
         results in spent nuclear fuel and radioactive waste.
The Separation
Background, page 38

3.       We note your revisions in response to prior comment 6. Please expand
your disclosure to
         discuss in greater detail the board's consideration of a sale of
Exelon   s competitive
         generation and customer facing business as a possible alternative,
including whether the
         board considered or engaged in discussions, due diligence, or
negotiations regarding a
         sale. In addition, disclose the reasons the board ultimately decided
the spin-off transaction
         was a better strategic alternative than a sale.
Management's Discussion and Analysis of Financial Condition and Results of
Operations, page

4.       We reviewed your response to prior comment 9. Discuss and analyze your
         position and the changes in your financial condition as required by
Item 303(a) and (b) of
         Regulation S-K. Specifically, discuss and analyze material changes to
your balance sheet
         and discuss material events and uncertainties that may impact your
future financial
Results of Operations , page 104

5.       We have read your response to prior comment 10. Please reconcile the
         measure consolidated RNF to a GAAP gross profit that includes
depreciation and
         amortization. In this regard, a GAAP gross profit should be used as
the starting point of
         the non-GAAP reconciliation. Lastly, tell us whether you considered
the use of a different
         caption for RNF.
6.       We have read your response to prior comment 11. You state that you do
not believe an
         analysis of the changes in operating revenues or purchased power and
fuel expense
         provides useful information to investors given your business model and
implemented risk
         mitigation strategy. However, it is unclear what your cost structure
is for nuclear
         generation, fossil and renewables and purchased power or for example
why capacity
         revenues have materially decreased in the Mid-Atlantic, Midwest and
Other Power
         regions and materially increased in the New York region. Please revise
your results of
         operations to discuss and analyze material changes in operating
revenues and energy costs
         by generation source.
 Carter Culver
Constellation Newholdco, Inc.
October 1, 2021
Page 3
7.    We note the price of electricity is a key determinant of the
profitability of the Company.
      Many variables can impact the price of electricity, such as the price of
different fuels,
      weather and load growth. These variables differ by region and therefore
the price of
      electricity varies by region. To increase transparency of the underlying
trends in the price
      of electricity by region, an investor would benefit from additional
disclosure of the
      average power price for each of your major markets or regions.
Additionally, it appears
      you could disclose the realized average power price per region that
includes the impact of
      settled hedges. Lastly, tell us how you allocate the effects of the
economic hedges to each
      specific region.
Liquidity and Capital Resources, page 110

8.    We have read your response to prior comment 12. It appears there are
other changes in
      working capital that are not addressed in your response, such as changes
in accounts
      payable and accrued expenses. Revise your operating cash flow discussion
to quantify,
      discuss, and analyze each significant change in working capital and the
underlying reasons
      for such changes.
        You may contact Robert Babula, Staff Accountant, at 202-551-3339 or Gus
Accounting Branch Chief, at 202-551-3752 if you have questions regarding
comments on the
financial statements and related matters. Please contact Irene
Barberena-Meissner, Staff
Attorney, at 202-551-6548 or Loan Lauren Nguyen, Legal Branch Chief, at
202-551-3642 with
any other questions.

FirstName LastNameCarter Culver
                                                            Division of
Corporation Finance
Comapany NameConstellation Newholdco, Inc.
                                                            Office of Energy &
October 1, 2021 Page 3
cc:       Tiffany Chan, Esq.
FirstName LastName