SEC Comment Letter 0000000000-23-003297 to Ingram Micro Holding Corp (INGM)
Ingram Micro Holding Corp
Date: March 31, 2023 · CIK: 0001897762 · Accession: 0000000000-23-003297
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United States securities and exchange commission logo March 31, 2023 Paul Bay Chief Executive Officer Ingram Micro Holding Corporation 3351 Michelson Drive, Suite 100 Irvine, CA 92612 Re:Ingram Micro Holding Corporation Amendment No. 4 to Draft Registration Statement on Form S-1 Submitted March 9, 2023 CIK No. 0001897762 Dear Paul Bay: We have reviewed your amended 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. Amendment No. 4 to Draft Registration Statement on Form S-1 Summary Summary Historical and Unaudited Pro Forma Condensed Combined Financial and Other Data Non-GAAP Financial Measures, page 20 1.In arriving at income from operations after taxes on page 22, please tell us and disclose whether the difference between (a) income taxes on income from operations and (b) provision for income taxes is solely the removal of the current and deferred income taxes associated with the total other (income) expenses adjustment. If not, please explain why not or revise.
FirstName LastNamePaul Bay Comapany NameIngram Micro Holding Corporation March 31, 2023 Page 2 FirstName LastName Paul Bay Ingram Micro Holding Corporation March 31, 2023 Page 2 Consolidated Financial Statements Notes to Consolidated Financial Statements, page F-11 2.We read your response to comment 6. The errors resulted in a $122 million or 51% overstatement of cash used in operating activities for the twenty-six weeks ended July 2, 2022. As the quantitative magnitude of the errors rise, it is harder for qualitative factors to overcome quantitative significance. Please provide us with additional support for your determination that these errors were not material. Otherwise, revise your disclosures in the filing to clarify that the errors were material and provide appropriate ASC 250 disclosures. You may contact Keira Nakada at 202-551-3659 or Rufus Decker at 202-551-3769 if you have questions regarding comments on the financial statements and related matters. Please contact Alyssa Wall at 202-551-8106 or Jennifer López Molina at 202-551-3792 with any other questions. Sincerely, Division of Corporation Finance Office of Trade & Services cc: Cristopher Greer
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United States securities and exchange commission logo
March 31, 2023
Paul Bay
Chief Executive Officer
Ingram Micro Holding Corporation
3351 Michelson Drive, Suite 100
Irvine, CA 92612
Re:Ingram Micro Holding Corporation
Amendment No. 4 to Draft Registration Statement on Form S-1
Submitted March 9, 2023
CIK No. 0001897762
Dear Paul Bay:
We have reviewed your amended 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.
Amendment No. 4 to Draft Registration Statement on Form S-1
Summary
Summary Historical and Unaudited Pro Forma Condensed Combined Financial and Other Data
Non-GAAP Financial Measures, page 20
1.In arriving at income from operations after taxes on page 22, please tell us and disclose
whether the difference between (a) income taxes on income from operations and (b)
provision for income taxes is solely the removal of the current and deferred income taxes
associated with the total other (income) expenses adjustment. If not, please explain why
not or revise.
FirstName LastNamePaul Bay
Comapany NameIngram Micro Holding Corporation
March 31, 2023 Page 2
FirstName LastName
Paul Bay
Ingram Micro Holding Corporation
March 31, 2023
Page 2
Consolidated Financial Statements
Notes to Consolidated Financial Statements, page F-11
2.We read your response to comment 6. The errors resulted in a $122 million or 51%
overstatement of cash used in operating activities for the twenty-six weeks ended July 2,
2022. As the quantitative magnitude of the errors rise, it is harder for qualitative factors to
overcome quantitative significance. Please provide us with additional support for your
determination that these errors were not material. Otherwise, revise your disclosures in
the filing to clarify that the errors were material and provide appropriate ASC 250
disclosures.
You may contact Keira Nakada at 202-551-3659 or Rufus Decker at 202-551-3769 if you
have questions regarding comments on the financial statements and related matters. Please
contact Alyssa Wall at 202-551-8106 or Jennifer López Molina at 202-551-3792 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc: Cristopher Greer