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United States securities and exchange commission logo
September 6, 2023
Steven Richards
Chief Executive Officer
SCCI National Holdings, Inc.
530 Technology Drive
Suite 300
Irvine, CA 92618
Re:SCCI National Holdings, Inc.
Draft Registration Statement on Form S-1
Submitted August 10, 2023
CIK No. 0001887944
Dear Steven Richards:
            We have reviewed your 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 response.
            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
comments.
Draft Registration Statement on Form S-1
Cover Page
1.Please revise the graphics at the forefront of the registration statement to present
a balanced picture of the company’s financial health by including net income for the most
recent interim period and for the year ended December 31, 2022.  Refer to Compliance
Disclosure Interpretations, Securities Act Forms 101.02.  Please also ensure that any
footnotes to the graphics are legible.

 FirstName LastNameSteven Richards
 Comapany NameSCCI National Holdings, Inc.
 September 6, 2023 Page 2
 FirstName LastNameSteven Richards
SCCI National Holdings, Inc.
September 6, 2023
Page 2
Prospectus Summary
Our Company, page 1
2.The disclosure in the summary should be a balanced presentation of your business.  Please
balance the description of your competitive strengths with equally prominent disclosure of
the challenges you face and the risks and limitations that could harm your business or
inhibit your strategic plans.  For example, but without limitation, please revise to balance
your disclosure here, and in the business section, with disclosure regarding any adverse
experiences you have encountered since you separated from AECOM.  Additionally, we
note you have included disclosure related to work performed by an affiliate of AECOM.
 Please advise why you believe it is appropriate to reference work performed by Morrison
Knudsen.  Additionally, please revise your disclosure to clarify what services are provided
by you and what services you rely upon subcontractors and joint venture affiliates to
perform.
Our Market Opportunity, page 7
3.With respect to your estimate of the size of the market opportunity, clarify your disclosure
by addressing the scope of your estimate.  For example, disclose whether management
views this as the size of the market opportunity for similar companies as a whole, or if it is
specific to SCCI.  Also, balance this disclosure with a discussion of the increasing number
of competitors in the industry and clarify that your estimate may not be reflective of the
actual market.
Risk Factors
We may be required to make additional payments to AECOM, page 28
4.We note your disclosure that you may need to make additional payments to AECOM.
Please quantify your total potential exposure to AECOM.  Please clarify the impact this
could have on investors, including whether proceeds of this offering could be used to
make these payments.  Please also revise your disclosure on page 107 as appropriate in
accordance with Item 404 of Regulation S-K.
An inability to secure sufficient aggregate reserves..., page 31
5.Please explain how aggregate reserves are determined and the amount you are required to
have on hand for your current operations.  Please clarify if you have sufficient funds on
hand, and please address the impact it will have on you and your investors if you are
determined not to have sufficient reserves on hand.
We are an emerging growth company..., page 46
6.Please expand this risk factors to clarify that your financials will not be comparable to
companies that comply with the new or revised accounting pronouncements as of public
company effective dates.

 FirstName LastNameSteven Richards
 Comapany NameSCCI National Holdings, Inc.
 September 6, 2023 Page 3
 FirstName LastNameSteven Richards
SCCI National Holdings, Inc.
September 6, 2023
Page 3
Cautionary Statement Concerning Forward Looking Statements, page 48
7.We note your statement that you disclaim any obligation to update any forward- looking
statements.  This disclaimer does not appear to be consistent with your disclosure
obligations.  Please revise to clarify that you will update this information to the
extent required by law.  Additionally, your bullet points as to what constitutes a forward-
looking statement is overly broad.  Please revise as appropriate.
Use of Proceeds, page 51
8.We note that you intend to use proceeds to repay debt.  Please provide all of the disclosure
required by instruction 4 of Item 504 of Regulation S-K.  Additionally, we note that you
intend to use proceeds to acquire companies.  Please advise whether you have identified
companies for acquisition.  Please clarify what part of proceeds you intend to use for these
purposes.  We may have further comments.
Management's Discussion and Analysis..., page 55
9.Please provide a breakdown of your backlog of contracts, current contracts and contracts
that you have bid on.  With respect to the backlog and current contracts, please clarify
which are fixed price contracts and which are cost plus contracts.  Please disclose how
many of these contracts are with state or federal agencies and how many are private
contracts.  Please disclose your anticipated completion dates and anticipated costs and
potential revenue.  Please also clarify which contracts are joint venture agreements.
Further, please clarify which contracts are subject to possible contractual obligations to
AECOM.  Please also revise your disclosure in your business section as appropriate.
Business
Our Projects, page 75
10.We note the disclosure regarding your operations starting on page 76.  Please clarify
which properties have been completed and which are still ongoing.  We also note your
disclosure on page 89 that you have facilities in multiple places throughout the country.
Your disclosure indicates that you have offices in California and Colorado.  Please expand
your disclosure to clarify where you can operate and whether you have sufficient
equipment available at every facility.
Selective Bidding Process and Project Management, page 84
11.Please provide a more detailed overview of how management determines whether to bid
on a project and your success rate of being awarded such projects.
Executive Compensation, page 97
12.We note that you will enter into the 2023 Omnibus plan.  Please file this pursuant to Item
601(b)(10) of Regulation S-K.

 FirstName LastNameSteven Richards
 Comapany NameSCCI National Holdings, Inc.
 September 6, 2023 Page 4
 FirstName LastName
Steven Richards
SCCI National Holdings, Inc.
September 6, 2023
Page 4
Financial Statements
Notes to the Consolidated Financial Statements
Note 1. Business, Basis of Presentation and Significant Accounting Policies, page F-7
13.Please provide us with additional information with respect to the timing of the sale of
Shimmick to SCC Group.  Based on disclosure in your financial statements, it appears that
the acquisition of Shimmick was closed (and recorded in your financial statements) as of
January 2, 2021.  However, based on disclosure on page 55 it appears that SCC Group
merged with and into Shimmick on November 29, 2021.  Please reconcile the apparent
discrepancy for us and clarify how you determined the transaction should be recorded as
of January 1, 2021.  In your response, please tell us whether SCC Group had any
substantive operations, assets or liabilities prior to the merger with Shimmick.
Part II. Information not Required in Prospectus
Item 16. Exhibits and Financial Statement Schedules, page II-2
14.Please file your executed Articles of Incorporation.  Please see Item 601(b)(3) of
Regulation S-K.
General
15.Please supplementally provide us with copies of all written communications, as defined
in Rule 405 under the Securities Act, that you, or anyone authorized to do so on your
behalf, present to potential investors in reliance on Section 5(d) of the Securities Act,
whether or not they retain copies of the communications.
            You may contact Howard Efron at 202-551-3439 or Robert Telewicz at 202-551-3438 if
you have questions regarding comments on the financial statements and related matters.  Please
contact Stacie Gorman at 202-551-3585 or Jeffrey Gabor at 202-551-2544 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:       Zachary Davis, Esq.