United States securities and exchange commission logo

                              August 12, 2021

       Francis Fuselier
       General Counsel
       Fluence Energy, Inc.
       4601 Fairfax Drive, Suite 600
       Arlington, VA 22203

                                                        Re: Fluence Energy,
                                                            Amendment No. 1 to
Draft Registration Statement on Form S-1
                                                            Submitted August 6,
                                                            CIK No. 0001868941

       Dear Mr. Fuselier:

             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

       Draft Registration Statement on Form S-1 filed August 6, 2021

       General, page i

   1.                                                   Please respond to all
comments in a letter filed as a correspondence on EDGAR.
   2.                                                   We note your disclosure
in response to prior comment two in our letter dated July 21,
                                                        2021. Please disclose
the total economic value of the payments under the Tax Receivable
                                                        Agreement. Because it
appears that you use Adjusted EBITDA as a significant metric for
                                                        measuring your
financial performance and because this measure does not account for a
                                                        reduction in a deferred
tax asset, please describe the impact the arrangement has on the
                                                        business's total
enterprise value and, consequently, the price of the securities you will be
                                                        offering in the IPO.
The discussion of the Tax Receivable Agreement and the redirection
                                                        of cash flows to the
pre-IPO owners should be given more prominence in your prospectus
 Francis Fuselier
Fluence Energy, Inc.
August 12, 2021
Page 2
      than is currently present. Because the arrangement could be considered a
windfall for the
      pre-IPO owners, your disclosure should adequately and prominently address
the fact that
      the agreement confers significant economic benefits to the counterparties
to the
      Agreement and redirects cash flows to them at the expense of public
Organizational Structure Following the Transactions, page 63

3.    You disclose that your post-IPO organizational structure in the form of
an umbrella
      partnership-C corporation (   UP-C   ) will treat your Founders generally
advantageously if
      they continue to hold their equity interests in an entity that is not
taxed as a corporation for
      U.S. tax purposes. Please briefly explain how the UP- C structure
achieves the tax benefits
      that is intended. Further, please provide an analysis of whether the tax
consequences of
      the tax receivable agreement, or the tax benefits expected to result from
acquisitions of
      LLC Interests from existing owners are material to an investor in the
Class A common
      stock. Finally, in an appropriate location, provide a discussion
regarding why the company
      chose this structure for reorganization including both the positive and
negative aspects.
        You may contact Mindy Hooker, Staff Accountant at (202) 551-3732 or
John Cash,
Accounting Branch Chief at (202) 551-3768 if you have questions regarding
comments on the
financial statements and related matters. Please contact Sherry Haywood, Staff
Attorney at (202)
551-3345 or Geoffrey Kruczek, Staff Attorney at (202) 551-3641 with any other

FirstName LastNameFrancis Fuselier
                                                              Division of
Corporation Finance
Comapany NameFluence Energy, Inc.
                                                              Office of
August 12, 2021 Page 2
cc:       Alison Haggerty
FirstName LastName