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United States securities and exchange commission logo
July 9, 2020
Brian D. Murphy
President and Chief Executive Officer
American Outdoor Brands Spin Co.
18000 North Route Z
Columbia, MO 65202
Re:American Outdoor Brands Spin Co.
Registration Statement on Form 10
Filed July 2, 2020
File No. 1-39366
Dear Mr. Murphy:
            We have reviewed your filing and have the following comments.  In some of our
comments we may ask you to provide us 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 and any amendment that you may file in response to these
comments, we may have additional comments.
Registration Statement on Form 10 filed July 2, 2020
Unaudited Pro Forma Combined Financial Statements, page 63
1.Refer to the explanations for the pro forma balance sheet adjustments (D) and (E).  It
appears that you have recorded right of use assets and related operating lease liabilities for
the two facilities in the amounts of $24.9 million and $369,000, which aggregate to
approximately $25.3 million.  It is unclear whether the $369,000 amount has been
reflected on the balance sheet as we note only the $24.9 million adjustment to right of use
assets and an aggregate of $24.9 million to current and non-current lease liabilities.
Please advise or revise your disclosures.
2.Refer to the second paragraph under the discussion of pro forma adjustment (H).  Please
clarify whether or not the $2.7 million of total incremental compensation expense has
been reflected in the pro forma statement of income (loss).  We are unable to determine if
this amount also relates to the $1.3 million of estimated incremental compensation

 FirstName LastNameBrian D. Murphy
 Comapany NameAmerican Outdoor Brands Spin Co.
 July 9, 2020 Page 2
 FirstName LastNameBrian D. Murphy
American Outdoor Brands Spin Co.
July 9, 2020
Page 2
expense disclosed in the first paragraph of pro forma adjustment (H).  We further note
expense amounts reflected in pro forma adjustments (E), (F), (G) and the first paragraph
of (H) aggregate to $2.2 million which is shown as the total pro forma adjustment amount
for the line item, general and administrative expense.  It is unclear of your discussion of
the $2.7 million incremental compensation expense and its reflection, if at all, in the pro
forma statements of income (loss).  Please advise and clarify your disclosures accordingly.

Management's Discussion and Analysis of Financial Condition and Results of Operations
Results of Operations
Operating Expenses, page 77
3.We note your discussion of operating expenses excludes a discussion of the impairment
charges for goodwill in both fiscal years 2020 and 2019, and instead the reference is to the
description above, presumably under Fiscal 2020 Highlights on page 73.  Given the
significance of the fiscal year 2020 impairment charge, please expand here to include a
brief discussion of the charge in each period, such as the reasons for the impairment, and
provide a cross reference to the "MD&A Critical Accounting Policies" section for a more
detailed discussion.

Report of Independent Registered Public Accounting Firm, page F-2
4.Refer to the opinion paragraph.  Please have the auditors revise the last sentence that their
audit opinion covers the results of operations and cash flows for each of the three years in
the period ended April 30, 2020.  The current disclosure says for each of the two years in
the period ended April 30, 2020.

            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 contact Beverly A. Singleton, Staff Accountant, at (202) 551-3328 or Melissa
Raminpour, Accounting Branch Chief, at (202) 551-3379 if you have questions regarding
comments on the financial statements and related matters.  Please contact Edward M. Kelly,
Senior Counsel, at (202) 551-3728 or Erin M. Purnell, Senior Counsel, at (202) 551-3454 with
any other questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

 FirstName LastNameBrian D. Murphy
 Comapany NameAmerican Outdoor Brands Spin Co.
 July 9, 2020 Page 3
 FirstName LastName
Brian D. Murphy
American Outdoor Brands Spin Co.
July 9, 2020
Page 3
cc:       Robert S. Kant, Esq.