SecProbe.io

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549 -4631
       DIVISION OF
CORPORATION FINANCE

 Mail Stop 4631

       November 7 , 2017

Via E-Mail
Mr. Tim Richerson
Chief Executive Officer
JM Global Holding Company
1615 South Congress Avenue, Suite 103
Delray Beach, FL 33445

 Re: JM Global Holding Company
  Preliminary Merger Proxy Statement on Schedule 14A
  Filed October 11, 2017
 File No. 1 -37513

Dear Mr. Richerson :

We have reviewed the  filing and have the following comments.  In some of  our
comments  we may ask you  to provide  information so that we may better understand your
disclosure.

Please respond to these comments within 10 business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe that
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.

General

1. We note that you have not filed a Form S -4 for the issuance of shares to the Sellers in the
Share Exchange under the Securiti es Act.  Please tell us what exemption from Securities
Act registration you are relyin g upon and the facts supporting your use of the exemption.

Letter to investors

2. On the second page of this letter, where you disclose that public stockholders may elect
to redeem shares even if they vote in favor of the transaction, please clarify , if true,  that
public stoc kholders must vote either for or against the transaction in order to exercise

Mr. Tim Richerson
JM Global Holding Company
November 7, 2017
Page 2

 redemption rights.   Please make similar clarify ing disclosure on page 14 under “As lon g
as I vote on the Business Combination Proposal . . . ” and elsewhere that similar
disclosure appears.

Summary Term Sheet, page 1

3. To the extent practicable, and if material, please quantify in the bullet point on page 4 any
out of pocket expenses incurred in connection with activities on your behalf for which
your sponsor, executive officers, directors, or any of their affiliates will be reimbursed at
the business combination’s closi ng.

4. In the third full bullet point on page 2, and elsewhere containing similar disclosure ,
please clarify whether the public shares held by your sponsor are included in the 31.2%
interest to be retained by initial stockho lders and affiliates after the transaction.   We note
that you exclude the sponsor ’s public shares from the 7.1% to be retained by public
stockholders , based on the assumptions you cite.

How will JM Global ’s Sponsor, directors and officers vote?, page 12

5. Please clarify and reconcile disclosure  in this Q&A and elsewhere in the proxy statement
that the Sponsor may redeem up to an aggregate of 2,35 0,000 shares on the same terms as
the public shares with disclosure  on page 14 under “Do I have redemption rights? ” and
elsewhere that the Sponsor has agreed to waive redemption rights.

Opinion of Highline Research Advisors LLC . . . , page 23

6. Disclosure describing the opinion  in this paragraph is not consistent with the opinion you
have filed as Annex B to the proxy statement.  That opinion relates to the fairness, from a
financial point of view, to the holders of the common stock of the company .  It does not
address fairness to JM Global or the fair market value of CaymanCo in relation to the
amount of funds held in the trust.  Please reconcile this and  other disclosures in the proxy
statement accordingly.

Selected Unaudited Pro Forma Condensed Combined Financial Information, page 32

7. In the table on pag e 33, there are line items for n et income for both redemption scenarios
for the six months ended June 30, 2017 and the year ended December 31, 2016.
However, these line items are blank. Ple ase advise or revise .

Mr. Tim Richerson
JM Global Holding Company
November 7, 2017
Page 3

 We will incur significant tr ansaction and transition costs in connection with the Business
Combination…., page 53

8. You discuss among other things that if JM Global and Sunlong do not consummate the
business combination, each party will be required to pay its own fees and expenses, and
JM Global likely will not have sufficient cash available to pay its fees and expenses
unless and until it completes a subsequent business combination transaction.  Considering
that a failure to effect a business combination by January 29, 2018 is cited on page 139 as
a condition that raises substantial doubt about your ability to continue as a going concern,
please revise this risk factor to address the fact that JM Global has historically been
deemed a going concern.

Although we expect our common stock and warrants will remain listed on NASDAQ after the
Business Combination…, page 57

9. Please c ontinue to update disclosure relating to your plan of compliance submitted to
NASDAQ on September 28, 2017.

Unaudited Pro Forma Condensed Combined Financial Information, page 67

10. On page 68 you explain that one of the pro forma pre sentations assumes maximum
redemptions of 100% of outstanding public common stock plus redemptions of 100% of
redeemable outstan ding common shares held by the s ponsor, which amounts to 3,386,888
shares of the remaining redeemable common stock as of J une 30 , 2017.   You disclose in a
risk factor on pages 65 -66, however, that because your net tangible assets must be at least
$5,000,001, “holders of no more than 499,274 shares of the 4,036,888 public shares as of
September 30, 2017 can redeem their public share s in connection with the Business
Combination if the Business Combination were consummated as of that date.  As a result,
we may be able to consummate the Business Combination even though holders of a
majority of our public shares have chosen to redeem the ir shares.”  Considering that
963,112 shares were already redeemed a t the extension m eeting on July 27, 2017, please
explain how no more than 499,274 shares can constitute “a majority” of your redeemed
public shares.  Explain how the maximum redemptions pr esentation is consistent with or
makes sense based on the notion that redemption is limited to only 499,274 shares.

The Share Exchange Agreement, page 8 2; Governing Law and Dispute Resolution, page 87

11. Notwithstanding the inclusion of disclaimers  on pages 81 and 87, the representations,
warranties and covenants in the exchange a greement filed with this proxy statement
constitute public disclosure  for purposes of the federal securities laws , and JM Global

Mr. Tim Richerson
JM Global Holding Company
November 7, 2017
Page 4

 Holding Company or JM Global is responsible for considering whether additional
speci fic disclosures of material information about material contractual provisions of the
share exchange  agreement are required to make the statements included in the proxy
statement not misleading.  Please include disclosure acknowledging that if specific
mate rial facts exist that contradict the representations, warranties, or co venants in the
share exchange agreement, you have provided corrective disclosure  in the proxy
statement .  Furthermore, if subsequent information concerning the subject matter of the
representations, warranties, and co venants i n the share exchange agreement may or may
not be fully reflec ted in JM Global’s  public disclosur es, please clarif y that JM Global ’s
public disclosures will include any material informati on necessary to p rovide JM
Global ’s stockholders a materially compl ete understanding of the share exchange
agreement disclosures

Background of the Business Combination, page 90

12. Please revise the background to discuss the delivery of the fairness opinion that you have
included as Annex B to the proxy statement.

Fairness Opinion of Highland Research Advisors, page 9 8

13. Please p rovide us with copies of any outlines, summaries, reports, projections, or board
books prepared and furni shed by Highland Research Advisors  to the JM Global ’s board
of directors.

Sunlong Selected Companies Analysis, page  100

14. Explain the meaning of “LTM” and “OCF.”

Miscellaneous, page 102

15. Disclosure that Highland Research Advisors is providing and has in the past provided
investment banking services to JM Global or its affiliates is inconsistent w ith disclosure
two paragraphs above that Highland Research Advisors had not been engaged by or
worked with  JM Global  before being engaged for the purpose of rendering this fairness
opinion.  Please reconcile the disclosures.

U.S. Federal Income Tax Considerations to U.S. JM Global Stockholders, page 109

16. Delete the word “generally” in the second and fourth paragraphs because the word may
imply that stockholders cannot rely on the disclosure.  Revise elsewhere wherever s imilar

Mr. Tim Richerson
JM Global Holding Company
November 7, 2017
Page 5

 disclosure appears in the proxy statement.  Alternatively, describe the basis for any
uncertainty of the United States federal income tax consequences for stockholders.

Director Election Proposals , page 118 ; Management after the Business Combinatio n, page 171

17. Identify the seventh director nominated by your board of directors to serve as directors
following the business combination.   Additionally, provide the related disclosures
relating to the seventh director.

Summary Compensation Table, page 157

18. It is unclear to what “(3)” in the non -equity incentive plan compensation relates.  Please
revise.

Sunlong Management’s  Discussion and Analysis, Results of Operations, page 160

19. Regarding your discussion of revenues on page 160, please ex plain sales variances by
quantifying changes in volume versus changes in prices for each significant revenue
source.

20. The existing disclosures about the “trading and other” revenue account are vague and
non-informative.  Please revise to dis cuss the follow ing:

 the specific products that comprise the majority of sales;

 the specific transactions that comprise the earnings process and at what stage revenue
gets recorded. In this regard, please reference ASC 605 -45 and specifically address
whether you t ake ti tle to these products;

 whether there are any material customers that compri se a substantial portion of the
revenue; and

 why the gross margin declined from 51% in 2016 to 35% in 2017.

21. Given the materiality of your “trading and other” revenues, please elaborate on this
statement on  page 162:  “The increase in revenue was attributable to our new line of
business in trading of industrial solid waste beginning July 2016 and the acquisition of
TJComex BVI with the inclusion of its general merchandise tradin g business starting in
April 2017.”  In this regard, please revise to disclose the following:

Mr. Tim Richerson
JM Global Holding Company
November 7, 2017
Page 6

 identify how much of the $11.6 million increase in revenue attributable to the trading
of industrial solid waste and other general merchandises was caused by the  “new line
of business in trading of industrial solid waste beginning July 2016” and  the
acquisition of TJComex BVI;

 how you started the “new line of business ,” i.e., did you buy the business or did you
begin selling waste products you were generating fro m your other operations;

 the waste product;

 who is buying it and why;

 how the customer who is buying the waste is able to make a profit;

 whether there are any competitors;

 whether there are any environmental risks;

 whether you deliver the waste or th e customer picks it up; and

 any limit on your ability to generate this waste in sufficient volumes to maintai n the
revenue amounts generated in 2017.

22. We note from page 39 the risk factor related to the building of an electronic commodity
exchange platfor m.  Please revise MD&A to quantify your estimate of how much this
platform will cost to build, how you plan to pay for or finance these costs, and to provide
a timeline of this process.

23. We note from page 39 the risk factor entitled “ TJComex is subject to counterparty risk in
its trading activities, ” which in turn refers to “hedging counterparties” and “hedging
contracts .: However, it does not appear that Sunlong has entered into any such hedging
contracts.  Please revise the risk factor and MD&  to clarify whether Sunlong has in fact
entered into such contracts and, if so, to disclose the terms of each material contract and
the impact on Sunlong’s financial statements for the periods presented.

Liquidity and Capital Resources, page 167

24. We note prepayments a re Sunlong’s largest asset. Please revise MD&A to explain the
significant increase in prepayments and to disclose how many months it will take to

Mr. Tim Richerson
JM Global Holding Company
November 7, 2017
Page 7

 recover this asset and whether the prepayments primarily relate to “equipment and
systems” expense or to “trad ing and  others” expense.  Please also explain why the $31.2
million balance at June 30, 2017 is so much greater than the $11.6 million total cost of
revenues for the six months then ended.  Disclose whether any of this asset is due from
related parties.  Finally, explain why th ere is no loss allowance  and whether any of the
vendors to which you have made prepayments have ever failed to meet the contractual
obligations.

25. Please quantify receivable turnover ratios in MD&A and dis cuss significant variances .
Explain why there is no allowance , given the significant increase in accounts receivable
(page F -45).  Finally, disclose Sunlong’s repayment terms and quantify how much of the
balance at June 30, 2017 has subsequently been collected in cash.

Risks, page 16 9

26. We note the risk on page 40 entitled “ TJComex’s risk management policies and
procedures may leave it exposed to unidentified or unanticipated risks.”   Please revise  to
further explain what specific risks relate to all of the referenced risks, i.e., commodity
price, foreign exchange, interest rate, counterparty (including credit), operational, and
regulatory, how these risks currently impact your business and operations , and what you
are doing to mitigate these risks.

Director  Independence, page 173; Audit Committee, page 173; Compensation Committee, page
173; Corporate Governance and Nominating Committee, page 173

27. Revise to include omitted information.

Code of Ethics, page 174

28. Revise to include the address  of your website.

JM Global Related Person Transactions, page 187

29. In the eighth paragraph, identify the other affiliate to whom your sponsor intends to the
sell additional shares.

China Sunlong Financial Statemen ts

30. Please revise to put the columns presented in China Sunlong’s financial sta tements in
chronological order.

Mr. Tim Richerson
JM Global Holding Company
November 7, 2017
Page 8

Note 3 – Business combination, page F -44

31. You state that at the closing of the TJComex BVI transaction on March 31, 2017, the
selling s hareholde rs received  5,935 shares of China Sunlong common s tock valued at
$926.71 per share for 100% of their equity interests in TJComex BVI.  Please revise to
identify the specific objective evidence upon which you relied to arrive at the $926.71 per
share price of Comex stock.

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 direct questions on comments on the financial statements and related matters to
Jenn Do, Staff Accountant, at (202) 551 -3743 or Alfred P. Pavot, Jr., Staff Accountant, at (202)
551-3738.  You may direct questions on other comments and disclosure issues to Edward M.
Kelly, Senior Counsel, at (202) 551-3728 or me at (202) 551 -3765  with any  questions.

       Very truly yours,

       /s/ Pamela A. Long

       Pamela A. Long
       Assistant Director
       Office of Manufacturing and Construction