SEC Comment Letter 0000000000-25-001090 to Karman Holdings Inc. (KRMN)
Karman Holdings Inc.
Date: Jan. 31, 2025 · CIK: 0002040127 · Accession: 0000000000-25-001090
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File numbers found in text: 333-284382
Letter
January 31, 2025 Tony Koblinski Chief Executive Officer TCFIII SPACECO HOLDINGS LLC 5351 Argosy Avenue Huntington Beach, CA 92649 Re:TCFIII SPACECO HOLDINGS LLC Amendment No. 1 to Registration Statement on Form S-1 Filed January 24, 2025 File No. 333-284382 Dear Tony Koblinski: We have reviewed your amended registration statement and have the following comment(s). Please respond to this letter by amending your registration statement and providing the requested information. 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 any amendment to your registration statement and the information you provide in response to this letter, we may have additional comments. Unless we note otherwise, any references to prior comments are to comments in our January 21, 2025 letter. Amendment No. 1 to Registration Statement on Form S-1 filed January 24, 2025 Prospectus Summary Recent Developments, page 10 1.We note your statement in your disclosure suggesting not to place undue reliance on your preliminary results, which may differ from actual results. If you choose to disclose preliminary results, you should be able to assert that the actual results are not expected to differ materially from that reflected in the preliminary results. Accordingly, please remove this statement, as it implies that investors should not rely on the information presented. Please contact Eiko Yaoita Pyles at 202-551-3587 or Ernest Greene at 202-551-3733 if you have questions regarding comments on the financial statements and related
January 31, 2025 Page 2 matters. Please contact Eranga Dias at 202-551-8107 or Asia Timmons-Pierce at 202-551- 3754 with any other questions. Sincerely, Division of Corporation Finance Office of Manufacturing
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January 31, 2025
Tony Koblinski
Chief Executive Officer
TCFIII SPACECO HOLDINGS LLC
5351 Argosy Avenue
Huntington Beach, CA 92649
Re:TCFIII SPACECO HOLDINGS LLC
Amendment No. 1 to Registration Statement on Form S-1
Filed January 24, 2025
File No. 333-284382
Dear Tony Koblinski:
We have reviewed your amended registration statement and have the following
comment(s).
Please respond to this letter by amending your registration statement and providing
the requested information. 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 any amendment to your registration statement and the information
you provide in response to this letter, we may have additional comments. Unless we note
otherwise, any references to prior comments are to comments in our January 21, 2025 letter.
Amendment No. 1 to Registration Statement on Form S-1 filed January 24, 2025
Prospectus Summary
Recent Developments, page 10
1.We note your statement in your disclosure suggesting not to place undue reliance on
your preliminary results, which may differ from actual results. If you choose to
disclose preliminary results, you should be able to assert that the actual results are not
expected to differ materially from that reflected in the preliminary results.
Accordingly, please remove this statement, as it implies that investors should not rely
on the information presented.
Please contact Eiko Yaoita Pyles at 202-551-3587 or Ernest Greene at 202-551-3733
if you have questions regarding comments on the financial statements and related
January 31, 2025
Page 2
matters. Please contact Eranga Dias at 202-551-8107 or Asia Timmons-Pierce at 202-551-
3754 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing