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 May 28, 2025

Varun Krishna
Chief Executive Officer
Rocket Companies, Inc.
1050 Woodward Avenue
Detroit, MI 48226

 Re: Rocket Companies, Inc.
 Registration Statement on Form S-4
 Filed April 29, 2025
 File No. 333-286833
Dear Varun Krishna:

 We have conducted a limited review of your registration statement and
have the
following comments.

 Please respond to this letter by amending your registration statement
and providing
the requested information. If you do not believe a comment applies to your
facts and
circumstances or do not believe an amendment is appropriate, please tell us why
in your
response.

 After reviewing any amendment to your registration statement and the
information
you provide in response to this letter, we may have additional comments.

Registration Statement on Form S-4
Q: Is Rocket's obligation to complete the mergers subject to Rocket receiving
financing?,
page 2

1. We note your disclosure on page 121 that, "Rocket does not intend to
draw on the
 Bridge Facility, as it intends to incur permanent financing prior to, or
concurrently
 with, the closing of the Mr. Cooper Mergers." Please revise this Q/A to
provide
 additional details about the planned, permanent financing.
Summary, page 15

2. Please revise to provide a summary of the anticipated business focus,
liquidity and
 governance structure of the combined company. Include as appropriate
disclosure of
 anticipated changes to the business or geographic focus of the combined
company.
 For example, with respect to the anticipated liquidity position, we note
"Treatment of
 May 28, 2025
Page 2

 Mr. Cooper's Existing Debt" on page 21 where you state that Rocket
intends to
 refinance senior notes in connection with the triggering of change of
control
 provisions. It also addresses possible actions with respect to $6
billion of borrowings
 related to MSRs and a bridge facility of $4.95 billion. It is unclear to
what extent
 different actions taken with respect to the notes (e.g., the possibility
that Rocket is
 unable to refinance the notes), MSRs or other areas of business may
result in
 materially different outcomes with respect to the combined company's
business focus
 or liquidity. We also note the statement on page 17 that the company
"may declare a
 dividend to the holders of Mr. Cooper common stock consisting of $2.00
per share." It
 is unclear to what extent the dividend, combined with other anticipated
actions,
 could significantly change the resulting capitalization of the combined
company.
 Additionally, where you describe the Governance Letter on page 25, or
where
 appropriate, please provide a summary of the combined company's key
management
 and board representatives from each of Mr. Cooper and Rocket.
The Mergers, page 16

3. Please include here, and elsewhere as appropriate a chart that shows
Rocket's
 ownership structure immediately prior to and after the Mergers. The
chart should
 indicate the percentage of shares that are held by various groups,
including RHI,
 former Mr. Cooper and Redfin shareholders, and other relevant groups.
Also include
 in the chart disclosures giving effect to the Up-C Collapse.
Merger Consideration, page 16

4. Please revise this section to include disclosure of the aggregate merger
consideration
 on the day prior to the public announcement of the mergers and as of the
last
 practicable trading day before the date of the joint proxy and
information
 statement/prospectus.
Background of the Mergers, page 43

5. We note your disclosure on page 45 that, "on February 11, 2025, Rocket
delivered to
 Mr. Cooper a three year standalone financial forecast for Rocket
prepared by Rocket
 management." Please revise the registration statement to include a
section similar to
 the section titled "Mr. Cooper s Unaudited Prospective Financial
Information" that
 summarizes all of the material terms of the Rocket financial forecasts.
6. Please clarify the extent to which Paul Weiss participated in the
meetings described in
 this section prior to Paul Weiss' delivery of the initial draft of the
merger agreement
 on March 7, 2025. If material, please revise the discussion to indicate
their
 participation.
Mr. Cooper's Unaudited Prospective Financial Information, page 66

7. Please further clarify material information regarding the financial
forecasts Mr.
 Cooper prepared and are referred to throughout the Background of the
Merger section
 beginning on page 43.
Regulatory Approvals Required for the Mergers, page 82

8. Please revise this section and the risk factor on page 35 to provide
more detail
 May 28, 2025
Page 3

 regarding material notices, applications, or other filings any of the
parties to the
 mergers are required to make to particular state or federal governmental
authorities.
 Include disclosure regarding the status of each of these notices,
applications, or other
 filings.
Unaudited Pro Forma Condensed Combined Financial Information, page 114

9. Please present each adjustment separately on the face of the pro forma
balance sheet
 and statement of income to allow an investor to tie the adjustment to
the information
 in the notes.
10. We note your disclosure that the tax receivable agreement will be
amended and the
 discussion of the change in the TRA liability in note (d) on page 122.
Please revise to
 discuss any material changes in the tax receivable agreement.
Note 2 - Up-C Collapse Adjustments, page 122

11. Please revise adjustment (c) to provide additional information related
to the
 recognition of the material deferred tax liability.
12. Please revise adjustment (e) to discuss the reason for the pro forma
adjustment or refer
 to disclosure in the filing that provides the relevant information.
Note 4 - Preliminary Purchase Price Allocation for Redfin Merger, page 126

13. Please tell us how you determined that the "Cash paid to pay off term
loan, accrued
 interest, and prepayment premium" should be considered merger
consideration.
 Specifically provide us any guidance that supports your determination.
We also note
 the pay off of Mr. Cooper debt was considered merger consideration as
disclosed on
 page 135.
 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.

 Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.

 Please contact Michael Henderson at 202-551-3364 or Michael Volley at
202-551-
3437 if you have questions regarding comments on the financial statements and
related
matters. Please contact Eric Envall at 202-551-3234 or James Lopez at
202-551-3536 with
any other questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Finance
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