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June 4, 2024
Bob Pragada
Chief Executive Officer
Amazon Holdco Inc.
600 William Northern Blvd
Tullahoma, Tennessee 37388
Re:Amazon Holdco Inc.
Amendment No. 1 to Draft Registration Statement on Form 10
Submitted May 10, 2024
CIK No. 0002011286
Dear Bob Pragada:
            We have reviewed your amended draft registration statement and have the following
comment(s).
            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 a comment applies 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 this letter and your amended
draft registration statement or filed registration statement, we may have additional
comments. Unless we note otherwise, any references to prior comments are to comments in our
April 4, 2024 letter.
Amendment No. 1 to Draft Registration Statement on Form 10
Unaudited Pro Forma Condensed Combined Financial Information, page 92
1.Please revise the pro forma balance sheet to reflect the new capital structure of the
registrant (i.e., common stock, additional paid-in capital and retained earnings) and
disclose the number of shares authorized, issued and outstanding on a pro forma basis.
Also, revise the pro forma statements of operations to present earnings per share
information.

 FirstName LastNameBob Pragada
 Comapany NameAmazon Holdco Inc.
 June 4, 2024 Page 2
 FirstName LastName
Bob Pragada
Amazon Holdco Inc.
June 4, 2024
Page 2
Description of the SpinCo Business
Our Market Opportunities, page 102
2.We note your response to prior comment 3. In order to provide additional context to
investors, please revise this section to more clearly indicate the revenue you derive
from each of the listed core capability markets. For example, where you discuss the
budget requests of government entities with which you have worked in the past, please
provide disclosure regarding the value of your prior or current agreements with such
entity. Our concern is that, without the requested additional context, the budget request
amounts could be misunderstood by some investors to suggest that such amounts are what
you anticipate receiving as revenue.
Management's Discussion and Analysis of Financial Condition and Results of Operations of the
SpinCo Business
Non-GAAP Measures, page 139
3.Please disclose in greater detail here and on page 153 the reasons why you believe each
specific non-GAAP measure presented provides useful information to investors. Refer to
Item 10(e)(1)(i)(C) and (D) of Regulation S-K.
4.You disclose here and on page 153 that adjusted net revenues are defined as GAAP
revenues less non-labor direct billable expenses. You then reconcile from GAAP revenues
to adjusted net revenues by deducting pass-through revenues, which is inconsistent with
your earlier definition. Please advise or revise. Also, tell us and disclose (a) the average
profit margin on non-labor direct billable expenses in each period presented and (b) how
any profit margin on non-labor direct billable expenses is treated in arriving at adjusted
net revenues, adjusted EBITDA and adjusted EBITDA margin. In doing so, also explain
your rationale for this treatment.
            Please contact Valeria Franks at 202-551-7705 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 Dietrich King at 202-551-8071 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Alan J. Fishman