SecProbe.io

September 8, 2025
Jeremy Spivey
Chief Executive Officer
Civil Infrastructure Group Inc.
100 E. Six Forks Road, #300
Raleigh, North Carolina 27609
Re:Civil Infrastructure Group Inc.
Draft Registration Statement on Form S-1
Submitted August 11, 2025
CIK No. 0002079999
Dear Jeremy Spivey:
            We have reviewed your draft registration statement and have the following comments.
            Please respond to this letter by providing the requested information and either
submitting an amended draft registration statement or publicly filing your registration
statement and non-public draft submissions on EDGAR. 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 the information you provide in response to this letter and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Draft Registration Statement on Form S-1
Use of Proceeds, page 53
We note disclosure in the third paragraph that Cardinal will use net proceeds to repay
borrowings under the Existing Credit Facility and the Equipment Facility, as well as
disclosure in the fifth paragraph that if the underwriters exercise in full their option to
purchase additional shares of Class A Common Stock, Cardinal intends to use such
additional net proceeds for general corporate purposes, which may include "funding
for acquisitions, working capital requirements, capital expenditures and the
repayment, refinancing, redemption or repurchase of indebtedness or other securities."
Please revise to provide the interest rate and maturity of the Existing Credit Facility,
the Equipment Facility and any other debt that Cardinal may repay with any offering
proceeds, and to the extent that such facilities or other debt were incurred within one 1.

September 8, 2025
Page 2
year, please describe the use of the proceeds of such debt. Refer to Instruction 4 of
Item 504 of Regulation S-K. Please also reconcile disclosure in the fifth paragraph
that you intend to contribute all of the additional net proceeds from the exercise of the
over-allotment option to Cardinal in exchange for an additional LLC Units with the
statement in the second paragraph that you will use proceeds from the exercise of the
over-allotment option to purchase LLC Units from the Continuing Equity Holders.
2.Please reconcile your disclosure in this section and on page 13 in the summary that
you intend to purchase newly issued LLC Units directly from Civil Infrastructure with
your disclosure elsewhere in the prospectus that you will purchase such LLC interests
from Cardinal.
Unaudited Pro Forma Condensed Consolidated Financial Information, page 58
3.We refer you to your disclosure on page F-27. It appears that the Class B and Class C
Units have a contingent right to require redemption, and that as of December 31,
2024, the probable condition of a change in control has not been met. Please clarify
for us if this condition will be met as part of the reorganization transactions or the
offering, and how you made your determination. To the extent this condition will be
met as part of the reorganization transactions or the offering, please tell us what
consideration you gave to reflecting the impact, if any, in your pro forma financial
information. Reference is made to Article 11 of Regulation S-X.
4.Please revise your pro forma financial information to disaggregate your adjustments
column into a separate column reflecting the reorganization and a separate column
reflecting the offering. Reference is made to Rule 11-02(b)(4)(i) of Regulation S-X.
This comment also applies to your capitalization table.
Management's Discussion & Analysis, page 69
5.We note your disclosure regarding your robust backlog of approximately
$846.0 million at December 31, 2024 compared to a backlog of approximately
$520.0 million for the year ended December 31, 2023. We also note your disclosure
that as of June 30, 2025, your backlog was approximately $968.0 million. Please
revise to explain the significant increases in your revenue backlog, and provide
additional information where material to understanding backlog. For example,
disclose the proportions of backlog which are attributable to signed private
contracts, low bidder on public sector contracts and verbal and other commitments.
Similarly, provide the proportions which are derived from fixed-unit price contracts
and lump sum contracts. We further note your disclosure that the contracts in backlog
are typically completed in six to 36 months. Please discuss management's expectations
regarding when the disclosed backlog will convert to revenue including the dollar
amount expected to be filled within the current year. Finally, please reconcile your
disclosure regarding backlog from verbal and other commitments with your disclosure
on page 23 that it is generally very difficult to predict whether and when new
contracts will be offered for tender, as our contracts frequently involve a lengthy and
complex design and bidding process.

September 8, 2025
Page 3
Management's Discussion and Analysis of Financial Condition and Results of Operations,
page 69
6.We note your disclosure that you generally are required to provide various types of
surety and payment bond for certain contracts. Please tell us what consideration you
gave to disclosing quantitative information about your obligations related to these
bonds. Reference is made to Item 303 of Regulation S-K.
Non-GAAP Financial Measure, page 72
7.We note your presentation of Gross Profit, which you identify as a non-GAAP
measure. Please revise to reconcile gross profit to the most directly comparable
GAAP measure. Please refer to Item 10(e) of Regulation S-K.
Results of Operations, page 73
8.We note you have identified multiple factors that impact your operating results but it
does not appear that you have separately quantified each factor. For example purposes
only, you state that the increase in revenues was primarily driven by a combination
of organic growth in your existing markets and new markets along with acquisitions
made in 2023 and prior years. When there are multiple factors impacting your
operating results, please revise your disclosures to separately quantify the impact from
each factor.
9.You state the increase in net interest expense was primarily driven by higher debt
resulting from the acquisition of Purcell in 2024. Additionally, you state increase in
other expenses was driven by refinancing costs and transaction costs related to your
acquisitions of Monroe Roadways, Inc. and Purcell Construction, Inc. incurred in
2024. Based on disclosures elsewhere in your filing, it appears the acquisition of
Purcell occurred in 2025 and the acquisition of Monroe Roadways occurred in 2023.
Please revise, or advise.
Credit Facilities, Debt and Other Capital, page 75
10.Please describe clearly the material terms of your finance lease obligations referenced
in the pro-forma balance sheet on page 62 and in Cardinal's audited financial
statements. Also, file each of the agreements governing your material indebtedness
including your October 21, 2024 agreement as exhibits.
Business, page 81
11.Please expand your disclosure regarding your markets and customers to describe
clearly your revenue-generating activities including key projects in which you are
currently engaged and the status of development efforts for such projects. Also,
describe the extent to which your business is or may be seasonal. Refer to Item
101(c)(1) of Regulation S-K.
We note your disclosure in your risk factors and elsewhere regarding third party
suppliers to provide substantially all of the materials (including aggregates, cement,
asphalt, concrete, steel, oil and fuel) for your contracts and third party subcontractors
to perform some of the work on many of your projects. Please describe your
arrangements with suppliers and subcontractors. Also, please file material contracts 12.

September 8, 2025
Page 4
with suppliers or contractors as exhibits to your registration statement pursuant to
Item 601(b)(10) of regulation S-K.
13.Please clarify the types and terms of contracts you use. We note disclosure on page 86
regarding fixed unit price contracts under which you would provide the resources
required to complete a contract for a fixed price as well as emergency contracts
arranged on a "cost-plus basis." We also note disclosure on page 21 referring to fixed
unit price and "lump sum" contracts and on page F-22 regarding "time and material"
billed contracts.
Properties, page 89
14.Please expand your disclosure in this section to provide, if material, a general
description and location of the properties you own and lease and describe briefly how
held. Refer to Item 102 of Regulation S-K. We note your disclosure in footnote 7 on
page F-24.
Certain Relationships and Related Party Transactions, page 106
15.Please revise your description of related party transactions with Envision, Wellfield
and Park to clarify the nature of Mr. Spivey's position or relationship with or
ownership of these entities. Please see Item 404(a)(2) of Regulation S-K.
16.We note your disclosure on page 106 that the following are summaries of certain
provisions of our agreements with related persons and are qualified in their entirety by
reference to all the provisions of such agreements. Note that information in the
prospectus may not be qualified by information outside of the prospectus other than as
stated in Rule 411(a). Please revise.
17.Please identify which Continuing Equity Holders are the related parties that are party
to each of the Exchange Agreement, the Cardinal Operating Agreement, Tax
Receivable Agreement and the Registration Rights Agreement. Refer to Item
404(a)(1) of Regulation S-K.
Cardinal Operating Agreement, page 107
18.In the second paragraph on page 108, please clarify whether the non-pro rata
payments that you intend to cause Cardinal to make to reimburse you for your
corporate and overhead expenses include an amount in respect of your payments
under the Tax Receivable Agreement. If not, please clarify whether distributions from
Cardinal with respect to payments you are required to make under the Tax Receivable
Agreement will be pro rata among all of the holders of LLC Units such that the
Continuing Equity Holders will receive both pro rata Tax Receivable Agreement
distributions from Cardinal and payments from you under the Tax Receivable
Agreement.
Index to Financial Statements, page F-1
19.In your subsequent events disclosure on page F-30, you disclose that you acquired
Purcell Companies and a turn-key site work contracting business during 2025. Please
tell us if you determined such acquisitions are significant under Rule 3-05. Please
provide your significance calculations within your response.

September 8, 2025
Page 5
Notes to the Consolidated Financial Statements
14. VIE
Unconsolidated VIE's, page F-29
20.We note your reference on page F-29 to the inclusion of a table that summarizes select
information related to variable interests in entities for which the Company is not the
primary beneficiary as of December 31, 2024 and 2023. Such table was not included
in the filing. Please revise to include the table, or advise.
21.Please revise to include disclosure of your maximum exposure to loss as a result of
your involvement with your unconsolidated VIEs, including how the maximum
exposure is determined and the significant sources of your exposure to the VIE as
required by ASC 810-10-50-4b, or tell us how you determined such disclosure is not
required.
Signatures, page II-5
22.The signatures should identify each capacity in which the offering statement is being
signed including the principal accounting officer and a majority of your board of
directors. Please revise.
Exhibits
23.We note your former auditor refers to Item 11 of Form S-1 within exhibit 16.1;
however, we are unable to locate a section labeled Item 11 within your filing. Please
have your former auditor revise their letter to refer to the section "Changes in
Independent Registered Public Accounting Firm" or advise.
24.We note your disclosure on page 107 that the form of Exchange Agreement is filed as
an exhibit to the registration statement; however,that exhibit does not appear to be
included in the exhibit index on page II-3. Please revise.
General
25.Please supplementally provide us with copies of all written communications, as
defined in Rule 405 under the Securities Act, that you, or anyone authorized to do so
on your behalf, present to potential investors in reliance on Section 5(d) of the
Securities Act, whether or not they retain copies of the communications.

September 8, 2025
Page 6
            Please contact Peter McPhun at 202-551-3581 or Jennifer Monick at 202-551-3295 if
you have questions regarding comments on the financial statements and related
matters. Please contact Ruairi James Regan at 202-551-3269 or Pamela Long at 202-551-
3765 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:Edward Best, Esq.