Correspondence 0001193125-24-237251 from Ingram Micro Holding Corp (INGM)
Ingram Micro Holding Corp
Date: Oct. 15, 2024 · CIK: 0001897762 · Accession: 0001193125-24-237251
AI Filing Summary & Sentiment
File numbers found in text: 333-282404
Letter
787 Seventh Avenue
New York, NY 10019-6099
Tel: 212 728 8000
Fax: 212 728 8111
October 15, 2024
Via EDGAR Submission
United States Securities and Exchange Commission
Division of Corporation Finance
Office of Technology
100 F Street, N.E.
Washington, D.C. 20549
Attention: Keira Nakada
Rufus Decker
Alyssa Wall
Mara Ransom
Re: Ingram Micro Holding Corporation
Registration Statement on Form S-1
Submitted September 30, 2024
File No. 333-282404
Ladies and Gentlemen:
On behalf of our client, Ingram Micro Holding Corporation, a Delaware corporation (the “Company”), set forth below are the Company’s responses to the comments of the staff of the SEC (the “Staff”) communicated in its letter to the Company, dated October 9, 2024, relating to the above referenced Registration Statement on Form S-1 submitted on September 30, 2024 (the “Registration Statement”).
In connection with such responses, the Company will be submitting, electronically via EDGAR, the Amendment No. 1 to the Registration Statement on Form S-1 (the “Amendment”). In addition to addressing the Staff’s comments, the Company has revised the Amendment to update certain other disclosures.
For ease of reference, each of the Staff’s comments is reproduced below in italics and is followed by the Company’s response. In addition, unless otherwise indicated, all references to page numbers in such responses are to page numbers in the Amendment. Capitalized terms used in this letter but not otherwise defined herein shall have the meaning ascribed to such term in the Amendment.
BRUSSELS CHICAGO DALLAS FRANKFURT HOUSTON LONDON LOS ANGELES MILAN
MUNICH NEW YORK PALO ALTO PARIS ROME SAN FRANCISCO WASHINGTON
Securities and Exchange Commission
October 15, 2024
Page
Summary
Recent Developments
Preliminary Estimated Operating Results for the Thirteen Weeks Ended September 28, 2024, page 12
1. Please remove your statement that readers should not place undue reliance on your preliminary estimates, as investors should be able to rely on the information presented. Please also clearly state, if true, that the basic and diluted earnings per share information gives effect to the stock split discussed on page 22.
Response
The Company acknowledges the Staff’s comment and respectfully advises the Staff that the Company has revised its disclosure on pages 12 and 13 of the Amendment.
The Offering, page 19
2. Page 22 indicates that a stock split will occur in conjunction with this offering. If it occurs prior to the effectiveness of this registration statement, please also revise your financial statements to give retroactive effect to the stock split. Otherwise, disclose, if true, that the stock split will occur after the effectiveness of this registration statement, but prior to the consummation of this offering. Refer to ASC 260-10-55-12 and SAB Topic 4:C.
Response
The Company acknowledges the Staff’s comment and respectfully advises the Staff that the Company has revised its disclosure on pages v and 24 of the Amendment.
Risk Factors
Risks Related to Our Reliance on Third Parties
We face a variety of risks in our reliance on third-party service companies..., page 57
3. We note your amended disclosure in response to prior comment 1. Please expand your disclosure to identify the major, large-scale cloud service provider that hosts Ingram Micro Xvantage. To provide additional context to investors, please also explain the applicable licensing terms or arrangements with such provider.
Response
The Company acknowledges the Staff’s comment and respectfully advises the Staff that the Company has expanded its existing disclosures on pages 59 and 153 of the Amendment that describe the Company’s use of AI within its Xvantage platform to: (i) identify Google as the cloud service provider referred to within the risk factors, (ii) describe the licensing terms applicable to the Company’s use of the Google Cloud Platform and its associated tools and (iii) describe additional risks associated with using a cloud provider to host a platform.
* * * *
Securities and Exchange Commission
October 15, 2024
Page
We hope that the foregoing has been responsive to the Staff’s comments. Should you have any questions relating to the foregoing, please feel free to contact the undersigned at (212) 728-8214 or cgreer@willkie.com.
Sincerely,
/s/ Cristopher Greer
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CORRESP 1 filename1.htm CORRESP 787 Seventh Avenue New York, NY 10019-6099 Tel: 212 728 8000 Fax: 212 728 8111 October 15, 2024 Via EDGAR Submission United States Securities and Exchange Commission Division of Corporation Finance Office of Technology 100 F Street, N.E. Washington, D.C. 20549 Attention: Keira Nakada Rufus Decker Alyssa Wall Mara Ransom Re: Ingram Micro Holding Corporation Registration Statement on Form S-1 Submitted September 30, 2024 File No. 333-282404 Ladies and Gentlemen: On behalf of our client, Ingram Micro Holding Corporation, a Delaware corporation (the “Company”), set forth below are the Company’s responses to the comments of the staff of the SEC (the “Staff”) communicated in its letter to the Company, dated October 9, 2024, relating to the above referenced Registration Statement on Form S-1 submitted on September 30, 2024 (the “Registration Statement”). In connection with such responses, the Company will be submitting, electronically via EDGAR, the Amendment No. 1 to the Registration Statement on Form S-1 (the “Amendment”). In addition to addressing the Staff’s comments, the Company has revised the Amendment to update certain other disclosures. For ease of reference, each of the Staff’s comments is reproduced below in italics and is followed by the Company’s response. In addition, unless otherwise indicated, all references to page numbers in such responses are to page numbers in the Amendment. Capitalized terms used in this letter but not otherwise defined herein shall have the meaning ascribed to such term in the Amendment. BRUSSELS CHICAGO DALLAS FRANKFURT HOUSTON LONDON LOS ANGELES MILAN MUNICH NEW YORK PALO ALTO PARIS ROME SAN FRANCISCO WASHINGTON Securities and Exchange Commission October 15, 2024 Page 2 Summary Recent Developments Preliminary Estimated Operating Results for the Thirteen Weeks Ended September 28, 2024, page 12 1. Please remove your statement that readers should not place undue reliance on your preliminary estimates, as investors should be able to rely on the information presented. Please also clearly state, if true, that the basic and diluted earnings per share information gives effect to the stock split discussed on page 22. Response The Company acknowledges the Staff’s comment and respectfully advises the Staff that the Company has revised its disclosure on pages 12 and 13 of the Amendment. The Offering, page 19 2. Page 22 indicates that a stock split will occur in conjunction with this offering. If it occurs prior to the effectiveness of this registration statement, please also revise your financial statements to give retroactive effect to the stock split. Otherwise, disclose, if true, that the stock split will occur after the effectiveness of this registration statement, but prior to the consummation of this offering. Refer to ASC 260-10-55-12 and SAB Topic 4:C. Response The Company acknowledges the Staff’s comment and respectfully advises the Staff that the Company has revised its disclosure on pages v and 24 of the Amendment. Risk Factors Risks Related to Our Reliance on Third Parties We face a variety of risks in our reliance on third-party service companies..., page 57 3. We note your amended disclosure in response to prior comment 1. Please expand your disclosure to identify the major, large-scale cloud service provider that hosts Ingram Micro Xvantage. To provide additional context to investors, please also explain the applicable licensing terms or arrangements with such provider. Response The Company acknowledges the Staff’s comment and respectfully advises the Staff that the Company has expanded its existing disclosures on pages 59 and 153 of the Amendment that describe the Company’s use of AI within its Xvantage platform to: (i) identify Google as the cloud service provider referred to within the risk factors, (ii) describe the licensing terms applicable to the Company’s use of the Google Cloud Platform and its associated tools and (iii) describe additional risks associated with using a cloud provider to host a platform. * * * * Securities and Exchange Commission October 15, 2024 Page 3 We hope that the foregoing has been responsive to the Staff’s comments. Should you have any questions relating to the foregoing, please feel free to contact the undersigned at (212) 728-8214 or cgreer@willkie.com. Sincerely, /s/ Cristopher Greer Cristopher Greer Willkie Farr & Gallagher LLP cc: Paul Bay – Chief Executive Officer, Ingram Micro Holding Corporation Augusto Aragone – Executive Vice President, Secretary & General Counsel Ingram Micro Holding Corporation