Correspondence 0001193125-25-020403 from Karman Holdings Inc. (KRMN)
Karman Holdings Inc.
Date: Feb. 5, 2025 · CIK: 0002040127 · Accession: 0001193125-25-020403
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-284382
Letter
787 Seventh Avenue
New York, NY 10019-6099
Tel: 212 728 8000
Fax: 212 728 8111
February 5, 2025
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: Eiko Yaoita Pyles, Ernest Greene, Eranga Dias, Asia Timmons-Pierce
Re: TCFIII SPACECO HOLDINGS LLC
Amendment No. 1 to Registration Statement on Form S-1
Filed January 24, 2025
File No. 333-284382
Ladies and Gentlemen:
On behalf of our client, TCFIII Spaceco Holdings LLC, a Delaware limited liability company (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 January 31, 2025 relating to the above referenced Amendment No. 1 to the Registration Statement on Form S-1 submitted on January 24, 2025.
In connection with such responses, the Company will be filing, electronically via EDGAR, Amendment No. 2 (the “Amendment”) to the Registration Statement on Form S-1 initially filed on January 21, 2025 (the “Registration Statement”).
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
February 5, 2025
Page
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.
The Company respectfully acknowledges the Staff’s comment and has revised the disclosure on page 10 of the Amendment accordingly.
* * * * *
Securities and Exchange Commission
February 5, 2025
Page
Please do not hesitate to contact Sean M. Ewen at (212) 728-8867 at Willkie Farr & Gallagher LLP with any questions you may have regarding this submission or if you wish to discuss any of the above responses.
Very truly yours,
/s/ Sean M. Ewen
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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 February 5, 2025 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: Eiko Yaoita Pyles, Ernest Greene, Eranga Dias, Asia Timmons-Pierce Re: TCFIII SPACECO HOLDINGS LLC Amendment No. 1 to Registration Statement on Form S-1 Filed January 24, 2025 File No. 333-284382 Ladies and Gentlemen: On behalf of our client, TCFIII Spaceco Holdings LLC, a Delaware limited liability company (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 January 31, 2025 relating to the above referenced Amendment No. 1 to the Registration Statement on Form S-1 submitted on January 24, 2025. In connection with such responses, the Company will be filing, electronically via EDGAR, Amendment No. 2 (the “Amendment”) to the Registration Statement on Form S-1 initially filed on January 21, 2025 (the “Registration Statement”). 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 February 5, 2025 Page 2 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. The Company respectfully acknowledges the Staff’s comment and has revised the disclosure on page 10 of the Amendment accordingly. * * * * * Securities and Exchange Commission February 5, 2025 Page 3 Please do not hesitate to contact Sean M. Ewen at (212) 728-8867 at Willkie Farr & Gallagher LLP with any questions you may have regarding this submission or if you wish to discuss any of the above responses. Very truly yours, /s/ Sean M. Ewen Sean M. Ewen, Willkie Farr & Gallagher LLP cc: Tony Koblinski, TCFIII Spaceco Holdings LLC Mike Willis, TCFIII Spaceco Holdings LLC Brandon McCoy, Willkie Farr & Gallagher LLP Hugh McLaughlin, Willkie Farr & Gallagher LLP