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March 9, 2023
Gary Pilnick
President
North America Cereal Co.
One Kellogg Square
Battle Creek, Michigan 49016
Re:North America Cereal Co.
Draft Registration Statement on Form 10
Submitted February 10, 2023
CIK No. 0001959348
Dear Gary Pilnick:
            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 10, submitted February 10, 2023
Summary, page 1
1.Please revise your summary to provide a more balanced discussion of your company and
products.  Balance the discussion of your strengths on page 2 with an equally prominent
discussion of your weaknesses, including your plan to incur indebtedness prior to or at the
time of the distribution.

 FirstName LastNameGary Pilnick
 Comapany NameNorth America Cereal Co.
 March 9, 2023 Page 2
 FirstName LastName
Gary Pilnick
North America Cereal Co.
March 9, 2023
Page 2
Conditions to the Spin-Off, page 16
2.We note your disclosure that the spin-off is subject to the satisfaction or waiver of certain
conditions. Please revise to disclose any material consequences to stockholders if Kellogg
ParentCo Board waives any of the conditions described and proceeds with the spin-off.
Please include appropriate risk factor disclosure.
Business disruptions could have an adverse effect on our business, financial condition and results
of operations, page 23
3.We note your risk factor that you may be subject to cyberattacks.  Update your risks
characterized as potential if you have experienced a cyberattack.
Risk Factors, page 23
4.We note your disclosure that you were adversely impacted by a fire and strike in 2021.
Please revise your related risk factor disclosure so that investors have a better appreciation
of these related risks.
Our amended and restated certificate of incorporation will designate Delaware as the exclusive
forum, page 51
5.Please revise to update the disclosure so that it is consistent with the scope of your
exclusive forum provision disclosed on page 146.
Unaudited Pro Forma Combined Financial Statements, page 70
6.Although you indicate that the pro forma financial statements will give effect to the
Separation and Distribution Agreement, the Transition Services Agreement and the Tax
Matters Agreement between you and Kellogg ParentCo, your disclosures throughout the
filing indicate that such agreements have not yet been finalized.  Please tell us when you
expect to finalize these agreements and how such status will impact your pro forma
presentation, if at all.
Management's Discussion and Analysis of Financial Condition and Results of Operations, page
74
7.Where you describe two or more factors that contributed to a material change in a
financial statement line item between periods, please quantify throughout your results of
operations discussion, where possible, the extent to which each factor contributed to the
overall change in that line item.  As an example, you attribute the decline in net sales and
gross profit from fiscal year 2020 to 2021 to strong 2020 pandemic-related growth and
challenging supply conditions in 2021, including a third-quarter fire at one of your U.S.
plants and a subsequent fourth-quarter strike affecting all U.S. plants.  Please quantify the
extent to which the overall change is attributable to each identified factor and, for net
sales, further describe the extent to which fluctuations are attributable to changes in prices,

 FirstName LastNameGary Pilnick
 Comapany NameNorth America Cereal Co.
 March 9, 2023 Page 3
 FirstName LastNameGary Pilnick
North America Cereal Co.
March 9, 2023
Page 3
changes in the volume or amount of goods being sold, or to the introduction of new
products.  Refer to Item 303 of Regulation S-K and SEC Releases No. 33-6835 and 33-
8350.
8.We note your discussion of inflationary pressures on page 77.  Please revise your MD&A
disclosures to expand upon the principal factors contributing to your inflationary
pressures, the actions planned or taken, if any, to mitigate the inflationary pressures, and
to quantify the resulting impact on your results of operations and financial condition.
9.On page 80, you cite "challenging supply conditions" as a reason for the decline in gross
margin from fiscal year 2020 to 2021.  Please address the following comments related to
your supply chain disruptions:

•Revise your MD&A disclosures to more fully address whether and how supply
disruptions materially affect your outlook or business goals.  Specify whether these
challenges have materially impacted your results of operations or capital resources
and quantify, to the extent possible, how your sales, profits, and/or liquidity have
been impacted.

•Discuss known trends or uncertainties resulting from mitigation efforts undertaken, if
any, to alleviate supply chain disruptions.  Explain whether any mitigation efforts
introduce new material risks, including those related to product quality, reliability, or
regulatory approval of products.
Liquidity and Capital Resources, page 81
10.You indicate that the decrease in your operating cash flows for the periods presented was
primarily due to lower profitability in 2021, as a result of strong 2020 pandemic-related
net sales growth and challenging supply conditions in 2021, and changes in inventory,
without further discussion of working capital components.  Please expand your disclosure
to discuss the underlying reasons for material working capital fluctuations, such as
changes in trade receivables, accounts payable and accrued advertising and promotions.
See Section IV.B of SEC Release No. 33-8350.
Business
Proven Strength in Product and Marketing Innovation, page 89
11.We note your disclosure that you have "a number of high-profile partnerships."  Please
elaborate on these partnerships and disclose the material terms of these partnerships.
Please file any material agreements as exhibits in a future amendment.
Management, page 98
12.Please describe the extent and nature of the role of the board of directors in overseeing
cybersecurity risks, including in connection with the company’s supply
chain/suppliers/service providers.

 FirstName LastNameGary Pilnick
 Comapany NameNorth America Cereal Co.
 March 9, 2023 Page 4
 FirstName LastName
Gary Pilnick
North America Cereal Co.
March 9, 2023
Page 4
Notes to Combined Financial Statements
General, page F-8
13.Please tell us and disclose, as applicable under ASC 855-10-50-1, the date through which
subsequent events have been evaluated.
Note 10. Related Party Transactions, page F-25
14.We note your disclosure that your financial statement do not necessarily include all the
expenses that would have been incurred had you been a separate, stand-alone entity.
Please disclose, when practicable, management’s estimate of what your expenses would
have been on a stand-alone basis, that is, the cost that would have been incurred if you had
operated as an unaffiliated entity.  Provide this disclosure for each year for which an
income statement was required when such basis produced materially different results.  See
Question 2 of SAB Topic 1.B.1.

General
15.You state that the company experienced inflationary pressures.  Please expand to identify
the principal factors contributing to the inflationary pressures the company has
experienced and clarify the resulting impact to the company.
16.Please update your disclosure to identify actions planned or taken, if any, to mitigate
inflationary pressures.
17.Please disclose whether and how your business segments, products, lines of service,
projects, or operations are materially impacted by supply chain disruptions, especially in
light of Russia’s invasion of Ukraine. For example, discuss whether you have or expect to:
•suspend the production, purchase, sale or maintenance of certain items;
•experience higher costs due to constrained capacity or increased commodity prices of
challenges sourcing materials;
•experience surges or declines in consumer demand for which you are unable to
adequately adjust your supply; or
•be unable to supply products at competitive prices or at all due to export restrictions,
sanctions, or the ongoing invasion.

Explain whether and how you have undertaken efforts to mitigate the impact and where
possible, quantify the impact to your business.
18.To the extent material, disclose any new or heightened risk of potential cyberattacks by
state actors or others since Russia’s invasion of Ukraine and whether you have taken
actions to mitigate such potential risks.

 FirstName LastNameGary Pilnick
 Comapany NameNorth America Cereal Co.
 March 9, 2023 Page 5
 FirstName LastName
Gary Pilnick
North America Cereal Co.
March 9, 2023
Page 5
19.Please revise your disclosures to ensure that the sections your cross reference are accurate
and consistent. In that regard, we note your cross reference on page 16 to “The
Separation—Conditions to the Distribution” does not appear to exist. Please advise or
revise.
            You may contact Ernest Greene at 202-551-3733 or Andrew Blume at 202-551-3254 if
you have questions regarding comments on the financial statements and related matters.  Please
contact Erin Donahue at 202-551-6063 or Asia Timmons-Pierce at 202-551-3754 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing