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May 28, 2024
Christopher Eperjesy
Chief Financial Officer
Custom Truck One Source, Inc.
7701 Independence Ave
Kansas City, MO 64125
Re:Custom Truck One Source, Inc.
Form 10-K for the Fiscal Year Ended December 31, 2023
Response dated March 14, 2024
File No. 1-38186
Dear Christopher Eperjesy:
            We have reviewed your March 14, 2024 response to our comment letter and have the
following comment(s).
            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. Unless
we note otherwise, any references to prior comments are to comments in our February 14, 2024
letter.
Form 10-K for the Fiscal Year Ended December 31, 2023
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations
Loan Covenants and Compliance, page 32
1.We note from your response to prior comment 1 that Adjusted EBITDA and its related
measures such as Net Leverage Ratio are material covenant terms in your 2029 Secured
Notes and ABL Facility and as such, Adjusted EBITDA is material to an investor’s
understanding of your financial condition and liquidity. We also note that you have
updated the presentation in your Form 10-K to discuss Adjusted EBITDA only in the
Liquidity and Capital Resources section of Management’s Discussion and Analysis of
Financial Condition and Results of Operations. Please address the following regarding
your response and updated presentation:

•With reference to the relevant sections of your debt agreements, tell us how you

 FirstName LastNameChristopher Eperjesy
 Comapany NameCustom Truck One Source, Inc.
 May 28, 2024 Page 2
 FirstName LastName
Christopher Eperjesy
Custom Truck One Source, Inc.
May 28, 2024
Page 2
determined that Adjusted EBITDA is material to an investor’s understanding of your
financial condition and liquidity. For example, identify and provide your analysis of
the specific terms of your debt agreements that relate to covenants based on Adjusted
EBITDA that impact your ability to obtain additional debt or equity financing.
•As it does not appear that Adjusted EBITDA was presented as part of Liquidity and
Capital Resources in your Form 10-K for the fiscal year ended December 31, 2022,
explain how you determined that the disclosure of Adjusted EBITDA as a material
item affecting your liquidity was necessary for your Form 10-K for the fiscal year
ended December 31, 2023, but not for the prior fiscal year.
•Disclosure in your Form 10-K states that covenants governing the payment of
dividends and making other distributions are based upon a combination of fixed
amounts, percentages of Adjusted EBITDA, or upon multiple pro forma measures.
As you state on page 24 of your Form 10-K that you “have never declared or paid,
and do not anticipate declaring or paying, any cash dividends on [y]our shares of
common stock in the foreseeable future,” tell us how you determined that disclosure
of Adjusted EBITDA in the context of covenants related to the payment of dividends
and making distributions is material to investors.
•As your response also states that you present Adjusted EBITDA “to facilitate a
supplemental understanding of the Company’s operational performance,” clarify the
purposes for which Adjusted EBITDA is presented in your Form 10-K and explain
how that aligns with the disclosure you have provided.
            Please contact Tony Watson at 202-551-3318 or Adam Phippen at 202-551-3336 if you
have questions regarding comments on the financial statements and related matters.
Sincerely,
Division of Corporation Finance
Office of Trade & Services