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CORRESP Filing

Karman Holdings Inc.
Date: July 22, 2025 · CIK: 0002040127 · Accession: 0001193125-25-162199

Offering / Registration Process Regulatory Compliance Financial Reporting

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File numbers found in text: 333-288809

Date
July 22, 2025
Author
EVERCORE GROUP L.L.C.
Form
CORRESP
Company
Karman Holdings Inc.

Letter

Citigroup Global Markets Inc. 388 Greenwich Street New York, New York 10013 Evercore Group L.L.C. 55 E. 52nd St. New York, New York 10055 July 22, 2025 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: Jenny O’Shanick Re: Karman Holdings Inc. Registration Statement on Form S-1 File No. 333-288809 Acceleration Request Requested Date: July 23, 2025 Requested Time: 4:00 P.M. Eastern Time Ladies and Gentlemen: In accordance with Rule 461 under the Securities Act of 1933, as amended (the “ Act ”), we, as the representative of the several underwriters, hereby join in the request of Karman Holdings Inc. (the “ Company ”) for acceleration of the effective date of the above-referenced Registration Statement, requesting effectiveness as of 4:00 P.M., Eastern Time, on July 23, 2025, or at such later time as the Company or its outside counsel, Willkie Farr & Gallagher LLP, may request via telephone call to the staff of the Division of Corporation Finance of the Securities and Exchange Commission. Pursuant to Rule 460 under the Act, please be advised that we, as the representative of the several underwriters, will take reasonable steps to secure adequate distribution of the preliminary prospectus, to underwriters, dealers, institutions and others, prior to the requested effective time of the Registration Statement. We, the undersigned, as the representative of the several underwriters, have complied and will comply, and we have been informed by the participating underwriters that they have complied and will comply, with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

Very truly yours,

CITIGROUP GLOBAL MARKETS INC.

By:

/s/ Stephen Edelman

Name:

Stephen Edelman

Title:

Head of Global Industrials

[Signature Page to Underwriters’ Acceleration Request]

Very truly yours,
EVERCORE GROUP L.L.C.

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CORRESP
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 filename1.htm

 CORRESP

 Citigroup Global Markets Inc.
 388 Greenwich Street New York, New York 10013
 Evercore Group L.L.C. 55 E. 52nd St.
 New York, New York 10055 July 22, 2025
 VIA EDGAR Securities and Exchange Commission
 Division of Corporation Finance 100 F Street, N.E.
 Washington, D.C. 20549 Attention: Jenny O’Shanick
 Re: Karman Holdings Inc. Registration Statement on
Form S-1 File No. 333-288809
 Acceleration Request Requested Date: July 23,
2025 Requested Time: 4:00 P.M. Eastern Time
 Ladies and Gentlemen: In accordance with Rule 461 under the
Securities Act of 1933, as amended (the “ Act ”), we, as the representative of the several underwriters, hereby join in the request of Karman Holdings Inc. (the “ Company ”) for acceleration of the effective date of the
above-referenced Registration Statement, requesting effectiveness as of 4:00 P.M., Eastern Time, on July 23, 2025, or at such later time as the Company or its outside counsel, Willkie Farr & Gallagher LLP, may request via telephone
call to the staff of the Division of Corporation Finance of the Securities and Exchange Commission. Pursuant to Rule 460 under the Act, please be advised
that we, as the representative of the several underwriters, will take reasonable steps to secure adequate distribution of the preliminary prospectus, to underwriters, dealers, institutions and others, prior to the requested effective time of the
Registration Statement. We, the undersigned, as the representative of the several underwriters, have complied and will comply, and we have been informed
by the participating underwriters that they have complied and will comply, with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

 Very truly yours,

 CITIGROUP GLOBAL MARKETS INC.

 By:

 /s/ Stephen Edelman

 Name:

 Stephen Edelman

 Title:

 Head of Global Industrials

 [Signature Page to
Underwriters’ Acceleration Request]

 Very truly yours,

 EVERCORE GROUP L.L.C.

 By:

 /s/ Kristen Grippi

 Name:

 Kristen Grippi

 Title:

 Senior Managing Director

 [Signature Page to
Underwriters’ Acceleration Request]