CORRESP Filing
Ralliant Corp
Date: May 19, 2025 · CIK: 0002041385 · Accession: 0001104659-25-050505
AI Filing Summary & Sentiment
Reasoning
Letter
[Letterhead of Wachtell, Lipton, Rosen & Katz]
VIA EDGAR
May 19, 2025
Juan Grana
Katherine Bagley
Division of Corporation Finance
Office of Industrial Applications and Services
U.S. Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
Re: Ralliant Corporation
Amendment No. 1 to
Registration Statement on Form 10-12B
Filed May 5, 2025
CIK No. 0002041385
Ladies and Gentlemen:
On behalf of our client, Ralliant Corporation (f/k/a NPTG Holdings Corporation) (the " Company "), currently a wholly owned subsidiary Fortive Corporation, this letter responds to the comments discussed with the Staff of the Division of Corporation Finance (the " Staff ") of the U.S. Securities and Exchange Commission with respect to the above-referenced Registration Statement on Form 10-12B. The Company is concurrently publicly filing an amendment to the Registration Statement on Form 10-12B (the " Form 10 ") via EDGAR.
Pages 4-5 and 90 of the Form 10 have been revised to address the comments discussed with the Staff regarding the market size estimates and assumptions, and pages 9 and 158 of the Form 10 have been revised to address the comments discussed with the Staff regarding the description of the Company's material indebtedness. In addition, to the extent the information is known, the Company has completed all blanks in the Form 10, and intends to file a final amendment completing all remaining blanks once the information for such blanks is confirmed.
If you have any questions regarding the Form 10 or need any hard copies of the submission, please contact the undersigned at (212) 403-1107 or AZPreiss@wlrk.com.
Sincerely,
/s/ Alison Z. Preiss
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CORRESP 1 filename1.htm [Letterhead of Wachtell, Lipton, Rosen & Katz] VIA EDGAR May 19, 2025 Juan Grana Katherine Bagley Division of Corporation Finance Office of Industrial Applications and Services U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: Ralliant Corporation Amendment No. 1 to Registration Statement on Form 10-12B Filed May 5, 2025 CIK No. 0002041385 Ladies and Gentlemen: On behalf of our client, Ralliant Corporation (f/k/a NPTG Holdings Corporation) (the " Company "), currently a wholly owned subsidiary Fortive Corporation, this letter responds to the comments discussed with the Staff of the Division of Corporation Finance (the " Staff ") of the U.S. Securities and Exchange Commission with respect to the above-referenced Registration Statement on Form 10-12B. The Company is concurrently publicly filing an amendment to the Registration Statement on Form 10-12B (the " Form 10 ") via EDGAR. Pages 4-5 and 90 of the Form 10 have been revised to address the comments discussed with the Staff regarding the market size estimates and assumptions, and pages 9 and 158 of the Form 10 have been revised to address the comments discussed with the Staff regarding the description of the Company's material indebtedness. In addition, to the extent the information is known, the Company has completed all blanks in the Form 10, and intends to file a final amendment completing all remaining blanks once the information for such blanks is confirmed. If you have any questions regarding the Form 10 or need any hard copies of the submission, please contact the undersigned at (212) 403-1107 or AZPreiss@wlrk.com. Sincerely, /s/ Alison Z. Preiss Alison Z. Preiss cc: Daniel Kim, Vice President, Associate General Counsel and Secretary, Fortive Corporation