SEC Comment Letter 0000000000-23-005806 to Ingram Micro Holding Corp (INGM)
Ingram Micro Holding Corp
Date: June 1, 2023 · CIK: 0001897762 · Accession: 0000000000-23-005806
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United States securities and exchange commission logo June 1, 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. 5 to Draft Registration Statement on Form S-1 Submitted May 12, 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. 5 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.We read your response to comment 1. Please revise your income tax adjustments to arrive at income from operations after taxes on page 22 so that the difference between (a) the income taxes on income from operations and (b) the overall provision for income taxes is solely the removal of the current and deferred income taxes associated with the total other (income) expenses adjustment. Refer to Question 102.11 of the Non-GAAP Financial Measures Compliance and Disclosure Interpretations.
FirstName LastNamePaul Bay Comapany NameIngram Micro Holding Corporation June 1, 2023 Page 2 FirstName LastName Paul Bay Ingram Micro Holding Corporation June 1, 2023 Page 2 Consolidated Financial Statements for the Fiscal Year Ended December 31, 2022 Notes to Consolidated Financial Statements Revision of Previously Issued Consolidated Financial Statements, page F-22 2.We read your response to comment 2. Please revise your disclosures in the filing to clarify that the $122 million overstatement of cash used in operating activities for the twenty-six weeks ended July 2, 2022 was 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
June 1, 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. 5 to Draft Registration Statement on Form S-1
Submitted May 12, 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. 5 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.We read your response to comment 1. Please revise your income tax adjustments to arrive
at income from operations after taxes on page 22 so that the difference between (a) the
income taxes on income from operations and (b) the overall provision for income taxes is
solely the removal of the current and deferred income taxes associated with the total other
(income) expenses adjustment. Refer to Question 102.11 of the Non-GAAP Financial
Measures Compliance and Disclosure Interpretations.
FirstName LastNamePaul Bay
Comapany NameIngram Micro Holding Corporation
June 1, 2023 Page 2
FirstName LastName
Paul Bay
Ingram Micro Holding Corporation
June 1, 2023
Page 2
Consolidated Financial Statements for the Fiscal Year Ended December 31, 2022
Notes to Consolidated Financial Statements
Revision of Previously Issued Consolidated Financial Statements, page F-22
2.We read your response to comment 2. Please revise your disclosures in the filing to
clarify that the $122 million overstatement of cash used in operating activities for the
twenty-six weeks ended July 2, 2022 was 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