Correspondence 0001193125-24-219706 from Amentum Holdings, Inc. (AMTM)
Amentum Holdings, Inc.
Date: Sept. 16, 2024 · CIK: 0002011286 · Accession: 0001193125-24-219706
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File numbers found in text: 001-42176
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CORRESP 1 filename1.htm CORRESP September 16, 2024 Division of Corporation Finance Office of Trade & Services Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549-9303 Attention: Valeria Franks Rufus Decker Alyssa Wall Dietrich King Re: Amazon Holdco Inc. Amendment No. 4 to Registration Statement on Form 10-12B Filed September 13, 2024 File No. 001-42176 Ladies and Gentlemen: Reference is made to the Registration Statement on Form 10 (File No. 001-42176) (as amended to date, the “Registration Statement”) filed by Amazon Holdco Inc. (the “Company”) with the U.S. Securities and Exchange Commission (the “Commission”). Jacobs Solutions Inc. (“Jacobs”) has set the close of business on September 23, 2024 as the record date for the distribution by Jacobs of the shares of the Company’s common stock (the “Shares”) as contemplated by the Registration Statement. Jacobs and the Company would like for the Shares to commence trading on the New York Stock Exchange on a “when issued” basis on September 24, 2024. Accordingly, the Company hereby requests that the effectiveness of the Registration Statement be accelerated such that it be declared effective as of 4:00 p.m., Eastern Time, on September 18, 2024, or as soon thereafter as practicable, pursuant to Section 12(d) of the Securities Exchange Act of 1934, as amended, and Rule 12d1-2 thereunder. It would be appreciated if, as soon as the Registration Statement is declared effective, you would so inform the Company’s counsel, Alan J. Fishman of Sullivan & Cromwell LLP, at (212) 558-4113, with written confirmation sent by email to fishmana@sullcrom.com and to the Company by mail, when practicable, to the address listed on the cover of the Registration Statement. * * * * * * Sincerely, /s/ Kevin C. Berryman Kevin C. Berryman Chief Financial Officer Amazon Holdco Inc. cc: Justin C. Johnson, Jacobs Solutions Inc. Priya Howell, Jacobs Solutions Inc. Patrick S. Brown, Sullivan & Cromwell LLP Alan J. Fishman, Sullivan & Cromwell LLP Karessa L. Cain, Wachtell, Lipton, Rosen & Katz -2-