SecProbe.io

CORRESP
 1
 filename1.htm

 CORRESP

 Alta Equipment Group Inc. 13211 Merriman Road Livonia, Michigan 48150 (248) 449-6700   May 8, 2026     VIA EDGAR United States Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Attention: Chris Dunham Re: Alta Equipment Group Inc. Registration Statement on Form S-3 File No. 333-295502 (the “Registration Statement”) Ladies and Gentlemen: Pursuant to Rule 461 (“Rule 461”) of Regulation C of the General Rules and Regulations under the Securities Act of 1933, as amended, Alta Equipment Group Inc. (the “Company”) hereby requests that the Registration Statement be declared effective at 4:00 p.m. Eastern Time on May 12, 2026, or as soon as practicable thereafter. Once the Registration Statement has been declared effective, please orally confirm that event with our counsel, Taft Stettinius & Hollister LLP, by telephoning Arthur McMahon III at (513) 357-9607. If there is any change in the acceleration request set forth above, the Company will promptly notify you of the change, in which case the Company may be making an oral request of acceleration of the effectiveness of the Registration Statement in accordance with Rule 461. The request may be made by an executive officer of the Company or by any attorney from the Company’s counsel, Taft Stettinius & Hollister LLP. ALTA EQUIPMENT GROUP INC. By: /s/ Anthony Colucci Name: Anthony Colucci Title: Chief Financial Officer

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 May 6, 2026

Ryan Greenawalt
Chief Executive Officer and Director
Alta Equipment Group Inc.
13211 Merriman Road
Livonia, MI 48150

 Re: Alta Equipment Group Inc.
 Registration Statement on Form S-3
 Filed May 1, 2026
 File No. 333-295502
Dear Ryan Greenawalt:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
We remind you
that the company and its management are responsible for the accuracy and
adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action
by the staff.

 Please contact Christopher Dunham at 202-551-3783 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Trade &
Services
cc: Arthur McMahon, Esq.
</TEXT>
</DOCUMENT>

November 18, 2024
Anthony Colucci
Chief Financial Officer
Alta Equipment Group Inc.
13211 Merriman Road
Livonia, MI 48150
Re:Alta Equipment Group Inc.
Form 10-K Fiscal Year Ended December 31, 2023
File No. 001-38864
Dear Anthony Colucci:
            We have completed our review of your filing. We remind you that the company and
its management are responsible for the accuracy and adequacy of their disclosures,
notwithstanding any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

CORRESP
1
filename1.htm

  CORRESP

  November 12, 2024

  Division of Corporation Finance

  U.S. Securities & Exchange Commission

  100 F Street, NE

  Washington, D.C. 20549

  Re: Alta Equipment Group Inc.

      Form 10-K for Fiscal Year Ended December 31, 2023

      File No. 001-38864

  To Whom It May Concern:

  Alta Equipment Group Inc. (“we”, “our”, “us”, "Alta” or the “Company”) is submitting this letter in response to the comments from the staff (the “Staff”) of the Division of Corporation Finance of the Securities and Exchange Commission (the “Commission”) received by letter dated November 7, 2024, relating to the Company’s Form 10-K for the Year Ended December 31, 2023 (File No. 001-38864) filed with the Commission on March 14, 2024 (the “Annual Report”).

  In this letter, the Company recites the comments from the Staff in italicized, bold type and followed by the Company’s response thereto.

  Form 10-K for Fiscal Year Ended December 31, 2023

  Consolidated Statements of Cash Flows, page 44

  1.We note your response to prior comment 1 and the materiality analysis in which you concluded the error in the classification of proceeds from sales of "rent-to-rent" equipment was not material. We understand from our call with you on November 7, 2024 that you will reclassify the proceeds from the sale of "rent-to-rent" equipment from operating to investing activities in your statement of cash flows in the Form 10-Q for the quarter ended September 30, 2024 on a prospective basis with conforming changes to the prior comparable period with accompanying disclosures of the nature and amount of these reclassifications. Also, you represented the company will make

  1

  the same reclassification with accompanying disclosures for these transactions in your financial statements in the annual report on Form 10-K for the year ended December 31, 2024. Please confirm our understanding that you will comply with this comment in your next interim and annual periodic filings.

  The Company acknowledges the Staff's comment and will comply by reclassifying the proceeds from the sale of rent-to-rent equipment to investing activities in the Company’s statement of cash flows with accompanying disclosures of the nature and amount of these reclassifications in our Form 10-Q for the quarter ended September 30, 2024 and in our annual report on Form 10-K for the fiscal year ended December 31, 2024 with conforming changes in the prior comparable periods, as described in the Staff’s comment above.

  We appreciate your assistance in our compliance with applicable disclosure requirements. Should you have any questions or comments regarding the responses in this letter, please feel free to contact me at (248) 449-6700.

  Very truly yours,

  /s/ Anthony Colucci

  Anthony Colucci

  Chief Financial Officer

  2

November 7, 2024
Anthony Colucci
Chief Financial Officer
Alta Equipment Group Inc.
13211 Merriman Road
Livonia, MI 48150
Re:Alta Equipment Group Inc.
Form 10-K Fiscal Year Ended December 31, 2023
File No. 001-38864
Dear Anthony Colucci:
            We have reviewed your October 1, 2024 response to our comment letter and have the
following comment(s).
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments.
Unless we note otherwise, any references to prior comments are to comments in our
September 11, 2024 letter.
Form 10-K for Fiscal Year Ended December 31, 2023
Consolidated Statement of Cash Flows for the Year Ended December 31, 2023, page 44
1.We note your response to prior comment 1 and the materiality analysis in which you
concluded the error in the classification of proceeds from sales of "rent-to-rent"
equipment was not material. We understand from our call with you on November 7,
2024 that you will reclassify the proceeds from the sale of "rent-to-rent" equipment
from operating to investing activities in your statement of cash flows in the Form 10-
Q for the quarter ended September 30, 2024 on a prospective basis with conforming
changes to the prior comparable period with accompanying disclosures of the nature
and amount of these reclassifications. Also, you represented the company will make
the same reclassification with accompanying disclosures for these transactions in your
financial statements in the annual report on Form 10-K for the year ended December
31, 2024. Please confirm our understanding that you will comply with this comment
in your next interim and annual periodic filings.

November 7, 2024
Page 2
            Please contact Robert Shapiro at 202-551-3273 or Lyn Shenk at 202-551-3380 if you
have questions regarding comments on the financial statements and related matters.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

CORRESP
1
filename1.htm

  CORRESP

  October 1, 2024

  Division of Corporation Finance

  U.S. Securities & Exchange Commission

  100 F Street, NE

  Washington, D.C. 20549

  Re: Alta Equipment Group Inc.

      Form 10-K for Fiscal Year Ended December 31, 2023

      File No. 001-38864

  To Whom It May Concern:

  Alta Equipment Group Inc. (“we”, “our”, “us”, "Alta” or the “Company”) is submitting this letter in response to the comments from the staff (the “Staff”) of the Division of Corporation Finance of the Securities and Exchange Commission (the “Commission”) received by letter dated September 11, 2024, relating to the Company’s Form 10-K for the Year Ended December 31, 2023 (File No. 001-38864) filed with the Commission on March 14, 2024 (the “Annual Report”), as well as in our subsequent conference call with the Staff on September 23, 2024.

  In this letter, the Company recites the comments from the Staff in italicized, bold type and followed by the Company’s response thereto.

  Form 10-K for Fiscal Year Ended December 31, 2023

  Consolidated Statements of Cash Flows, page 44

  1.We note your response to prior comment 2 and your conclusion that classification of “rent-to-rent” equipment sales proceeds in operating, rather than investing, activities was immaterial on a quantitative and qualitative basis. We note that your quantitative assessment of materiality was based on the lesser of a percentage of net revenues, total assets, and non-GAAP Adjusted EBITDA. However, based on a comparison of the error amounts to the “as corrected” balances for each period, net cash provided by operating activities appears to be overstated by material percentages for at least several of the periods in your response. For example, it

  1

  appears operating cash flows were overstated by 9.2%, 40.5%, and 27.4% for the years ended December 31, 2023, 2022, and 2021, respectively, as determined by dividing the error by the corrected amounts.

  Given the magnitude of the errors in net cash provided by operating activities it appears the errors were quantitatively material. With regard to your qualitative materiality assessment, the quantitative magnitude of the errors makes it unlikely qualitative factors could overcome the quantitative significance of the errors. Therefore, we believe you should reconsider the need to restate your consolidated statements of cash flows.

  We acknowledge the Staff’s comments and, as we discussed in our conference call with the Staff, we are providing this reconsidered expanded assessment of our conclusion that the inclusion of the sales proceeds from “rent-to-rent” equipment in operating activities rather than in investing activities was not material. The following analysis will reference pages from the slide deck presentation (the “Materiality Presentation”) attached as Appendix A to this response presented to the Staff during our conference call.

  SEC Guidance and Basis of Materiality Assessment: We have reviewed the statement by Paul Munter, Acting Chief Accountant, Assessing Materiality: Focusing on the Reasonable Investor When Evaluating Errors, from March 9, 2022, to frame our analysis of the materiality of the inclusion of the sales proceeds from “rent-to-rent” equipment in operating activities rather than in investing activities. The commentary we believe to be of particular relevance in Mr. Munter’s statement is provided on slide 3 of the Materiality Presentation. Consistent with the statement, we have evaluated materiality based upon the total mix of information available to a reasonable Alta investor, which encompasses information we disclose about our business as well as both GAAP-based financial statements and materials we disclose to investors that include important non-GAAP financial measures.  In this context, we considered both quantitative and qualitative factors in our analysis.

  The Reasonable Alta Investor: For our analysis, we considered a reasonable investor to be someone who reads and comprehends disclosures, considers both quantitative and qualitative factors, and makes informed decisions based on the totality of available information. We note that these characteristics, while definitionally hypothetical, are also indicative of Alta’s shareholder base since our IPO in 2020. Given that the Company is a closely held small cap company that lacks wide ranging analyst coverage and generally has low public profile, the typical investors attracted to ALTG stock are institutional investors. To support this definitional conclusion, we have provided a recent capitalization table which presents our shareholder base on slide 5 of the Materiality Presentation. It should be noted all of the top 20 shareholders of the Company, which

  2

  represent approximately 80% of ALTG stock ownership as of June 30, 2024, are insiders (e.g., our CEO and his immediate family members, control approximately 23% of the Company) or institutional investors. These institutional investors are sophisticated investors with a high level of financial acumen and understanding that seek longer-term investments in the overall growth strategy of Alta.

  Total Mix of Information: As Mr. Munter’s statement mentions, the Supreme Court has held that a fact is material if there is “a substantial likelihood that the...fact would have been viewed by the reasonable investor as having significantly altered the ‘total mix’ of information made available.” In this instance, the total mix of information would include all of the Company’s GAAP financials and public filings (which include material supplier and financing agreements and key financial metrics that drive executive compensation), the investor presentations provided on the Company’s website (which include important non-GAAP financial information), analyst and rating agency reports, and transcripts of earnings calls with the Company’s executive management.

  Analysis of Qualitative Factors: We have evaluated several qualitive factors in our materiality analysis. These factors include the Company’s overall business model, our relative mix of revenues by business line, and how compliance with requirements of GAAP as it relates to the dealership model render the GAAP measure Cash Flows from Operations a less meaningful metric when analyzing a dealership, and specifically Alta’s, cash flow profile.

  Equipment Sales Driven Business Model: Alta’s business model is predicated on being a large-scale equipment dealer whereby the Company is the exclusive dealer in certain geographies for major original equipment manufacturers (“OEMs”) like Hyster-Yale and Volvo Construction Equipment. The relationships with the OEMs are governed by contractual dealership agreements that appoint the Company in large territories that are typically the size of a state (e.g., exclusive Volvo dealer in Florida) or region (e.g., Hyster-Yale dealer in New England). This equipment dealership business model is predicated primarily on selling OEM equipment to customers in these regions at a relatively modest gross margin to generate equipment field population with the strategy that customers will transact with us through the life cycle of their ownership of the equipment from a product support perspective (e.g., parts and service). Product support capabilities and revenues are existential to the dealership model, and thus to Alta. In 2023, over 25% of Alta’s revenues came from our product support business lines and approximately half of our nearly 3,000 employees were dedicated to these departments. To that end, the reasonable investor in Alta is primarily focused on our equipment revenues and product support revenues and their

  3

  respective gross margins. Notably, in 2023, Alta sold $1.2 billion in equipment, which included $128.9 million sold out of our rental fleet, inclusive of the $5.4 million (or 0.4% of total equipment sales) from the sale of “rent-to-rent” equipment. For clarity, the reasonable investor is focused on the amount of equipment the Company sells into its serviceable field population regardless of the source of the equipment (i.e., new/used inventory or sales out of the rental fleet). As referenced herein, the reasonable investor would focus on the fact that less than 1% of the Company’s equipment sales are of “rent-to-rent” equipment.

  Secondarily, yet complimentary to the Company’s equipment dealership business model (particularly in the Company’s Construction Segment), is an integrated equipment rental platform whereby the Company rents the same type and brand of equipment that it sells to end users. Primarily, the Company’s rental fleet is populated with OEM equipment that is lightly used and deployed in what is described as the “rent-to-sell” approach to the marketplace. This approach is more fully presented on slide 10 of the Materiality Presentation. Ultimately, the Company is renting lightly used equipment to customers which is then sold to customers, typically within 36 months in the fleet, as a means to drive customer field population and long-term product support revenues. The sale of this lightly used rental fleet generated $123.5 million of the $128.9 million in “Proceeds from sale of rental equipment” within our Statement of Cash Flows for the year ended December 31, 2023. The remaining $5.4 million of “Proceeds from the sale of rental equipment” in 2023 was from longer-held rental fleet (i.e., “rent-to-rent” assets) that were nearing the end of their useful life.

  Given the predominant nature of the “rent-to-sell” proceeds from the sales rental equipment (96%) relative to the “rent-to-rent” proceeds from the sale of rental equipment (4%) and the Company’s operational business model of primarily selling equipment (e.g., $1.2 billion in equipment sales in 2023), we believe these facts surrounding our business model are indicative of qualitative support for the immaterial nature of including “rent-to-rent” proceeds in operating activities rather than investing activities.  Moreover, we would emphasize for a reasonable investor, all sales of rental equipment (whether from “rent to sell” or “rent to rent”) will be considered together and as part of the Company’s operations.

  4

www.altaequipment.com

  For illustrative and comparison purposes, slides 7-8 of the Materiality Presentation provide income statement and statement of cash flows data from publicly traded pure-play dealer and pure-play rental companies. Additionally, the Company’s Statement of Cash Flows is provided on slide 11. It should be noted that Alta’s Statement of Cash Flows appropriately incorporates the important elements of both the pure-play dealer and pure-play rental company and, as explained more fully below and in accordance with ASC Topic 230, correctly presents both Floorplan financing[1] and Non-cash transfers (ASC 230-10-50-3 through 50-4) in its Statement of Cash Flows.

  GAAP Compliance for Dealerships and Non-Cash Transfers: Much like automotive dealerships, equipment dealerships take advantage of both OEM captive financing (“Affiliate or Trade Floorplan”) or third-party bank financing (“Non-Affiliate or Non-Trade Floorplan”) to finance inventory purchases from represented OEMs. ASC Topic 230 requires net cash flows paid and received in OEM Affiliate or Trade Floorplan balances to be presented in Operating Cash Flows while also requiring cash flows paid and received in Non-Affiliate or Non-Trade Floorplan to be presented in the Financing Cash Flows of a dealership’s cash flow statement. The impact of GAAP compliance in this instance effectively blends operating and financing cash flows depending on the source of financing. The source of financing (OEM Affiliate versus Non-Affiliate) is a business decision that a dealership makes driven by the terms of the financing (i.e., interest rate, term, advance rate, etc.), yet the function of either of the floorplans is the same in terms of a dealership’s day to day operations, working capital and liquidity, and use of floorplan financing. The business decision around the source of financing a dealership uses to finance inventory can cause significant variances period to period in GAAP Cash Flows from Operations and dilutes the value of this metric, in isolation and without modification, to the reasonable investor. This dynamic is further supported by the 2023 disclosure from a prominent automotive dealer, as presented on slide 9 of the Materiality Presentation, where that registrant chose to use a non-trade financing source to finance inventory purchases and pointed out to investors that the volatility in GAAP Cash Flows from Operations had no real impact on the financial profile of the business overall.

[1] SEC Staff position as stated in 2005 AICPA National Conference on Current SEC and PCAOB Developments.        5

www.altaequipment.com

  In a December 2023 statement, The Statement of Cash Flows: Improving the Quality of Cash Flow Information Provided to Investors by Paul Munter, and as noted on slide 4 of the Materiality Presentation, Mr. Munter noted the importance of transparency and disclosure of non-cash activities when it comes to Statement of Cash Flow presentation. We agree. As described previously in this response and depicted on slide 10 of the Materiality Presentation, our “rent-to-sell” strategy is predicated on us being flexible with the inventory that we purchase in terms of whether that equipment will ultimately be sold directly to a customer or transferred into our rental fleet after its original purchase into inventory. Importantly, the Company discloses non-cash “Net transfers of assets from inventory to rental fleet within property and equipment” on the face of our Consolidated Statements of Cash Flows (see slide 11 of the Materiality Presentation) for investors to fully understand the effects to our financial position from the “rent-to-sell” model. Similar to the floorplan scenario noted above, GAAP compliance on non-cash transfers artificially depresses Alta’s GAAP Cash Flows from Operations once again diluting the value of the metric, in isolation and without modification, to the reasonable investor.

  It is important to assess whether it would be misleading if a particular amount (or cash inflow) is reported in one line item of the cash flow statement under “Proceeds from sale of rental equipment” in operating cash flows instead of being reported in a separate line item in investing cash flows. The Company disclosed all of the inflows, outflows, and non-cash transfers on the cash flow statement, such that a reasonable investor could evaluate the totality of such activity.

  SAB Topic 1.M (“SAB 99”) Analysis: The Company completed a review of whether the inclusion of the sales proceeds from “rent-to-rent” equipment in operating activities rather than in investing activities (“the Adjustment”) impacted certain factors noted in SAB 99, including whether the Adjustment:

  (1)Masked a change in earnings or another trend

  a.Note: Not only does the Adjustment not impact our earnings or earnings trends, but also causes no change in or impact on the trend of many other key performance metrics such as revenues, liquidity, working capital, or the non-GAAP cash flow metrics presented on slide 19, amongst others.

  (2)Hid a failure to meet analyst consensus

  a.Note: Equity analysts that cover the Company’s stock publish primarily quarterly revenues, EBITDA, earnings and earnings per

  6

  share estimates, none of which are impacted by the Adjustment. See slides 14, 16-17.

  (3)Changes a loss to income or vice versa

  a.Note: The Adjustment is not applicable to earnings and thus non applicable to this item. It is also notable that the Adjustment would not cause the GAAP measure Cash Flows from Operations to change from an inflow to an outflow in any of the periods presented in the Annual Report.

  (4)Impacted the registrant’s compliance with regulatory or material contract

September 11, 2024
Anthony Colucci
Chief Financial Officer
Alta Equipment Group Inc.
13211 Merriman Road
Livonia, MI 48150
Re:Alta Equipment Group Inc.
Form 10-K Fiscal Year Ended December 31, 2023
File No. 001-38864
Dear Anthony Colucci:
            We have reviewed your September 4, 2024 response to our comment letter and have the
following comment(s).
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments. Unless we
note otherwise, any references to prior comments are to comments in our August 20, 2024 letter.
Form 10-K for Fiscal Year Ended December 31, 2023
Consolidated Statements of Cash Flows, page 44
We note your response to prior comment 2 and your conclusion that classification of
"rent-to-rent" equipment sales proceeds in operating, rather than investing, activities was
immaterial on a quantitative and qualitative basis. We note that your quantitative
assessment of materiality was based on the lesser of a percentage of net revenues, total
assets, and non-GAAP Adjusted EBITDA. However, based on a comparison of the error
amounts to the "as corrected" balances for each period, net cash provided by operating
activities appears to be overstated by material percentages for at least several of the
periods in your response. For example, it appears operating cash flows were overstated by
9.2%, 40.5%, and 27.4% for the years ended December 31, 2023, 2022, and 2021,
respectively, as determined by dividing the error by the corrected amounts. Given the
magnitude of the errors in net cash provided by operating activities it appears the errors
were quantitatively material. With regard to your qualitative materiality assessment, the
quantitative magnitude of the errors makes it unlikely qualitative factors could overcome 1.

September 11, 2024
Page 2
the quantitative significance of the errors. Therefore, we believe you should reconsider the
need to restate your consolidated statements of cash flows.
            Please contact Robert Shapiro at 202-551-3273 or Lyn Shenk at 202-551-3380 if you
have questions regarding comments on the financial statements and related matters.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

CORRESP
1
filename1.htm

  CORRESP

www.altaequipment.com

  September 4, 2024

  Division of Corporation Finance

  U.S. Securities & Exchange Commission

  100 F Street, NE

  Washington, D.C. 20549

  Re: Alta Equipment Group Inc.

         Form 10-K for Fiscal Year Ended December 31, 2023

         File No. 001-38864

  To whom it may concern,

  This letter from Alta Equipment Group Inc. (“we”, “our”, “us”, "Alta” or the “Company”) is in response to comments from the staff (the “Staff”) of the Division of Corporation Finance of the Securities and Exchange Commission (the “Commission”) received by letter dated August 20, 2024, relating to the Company’s Form 10-K for the Year Ended December 31, 2023 (File No. 001-38864) filed with the Commission on March 14, 2024 (the “Annual Report”).

  In this letter, the Company recites the comments from the Staff in italicized, bold type and followed each comment with the Company’s response thereto.

  Form 10-K for Fiscal Year Ended December 31, 2023

  Consolidated Balance Sheets, page 40

  1.We note your response to prior comment 1. Given the materiality of net rental fleet assets to property and equipment and total assets and the difference in the nature of these assets, please separately present rental equipment and internally used property and equipment on the face of your consolidated balance sheets.

  The Company acknowledges the Staff's comment. To benefit the investors, we will present rental equipment separately on our consolidated balance sheets within non-current assets in a new financial statement line “Rental equipment, net” beginning with our Form 10-Q as of September 30, 2024 and will conform this presentation in our consolidated balance sheet as of December 31, 2023.

  Consolidated Statements of Cash Flows, page 44

  2.We note your response to prior comment 1. You state the proceeds from sales of "rent-to-rent" equipment have not been material historically and that you will monitor proceeds from these sales and report them as investing cash inflows prospectively. Please quantify for us the amount of proceeds received in each of the last three fiscal years and in the latest current and comparable interim-to-date periods and clarify for us where you have historically classified these amounts on your statements of cash flows.

  The amount of “rent-to-rent" equipment proceeds received in each of the last three fiscal years and in the six months ended June 30, 2024 and 2023 that were historically presented within operating activities in our statements of cash flows in the line item “Proceeds from sale of rental equipment” are as follows:

  Fiscal 2021: $6.6 million

  Fiscal 2022: $7.5 million

  Fiscal 2023: $5.4 million

  Six months ended June 30, 2023: $2.6 million

  Six months ended June 30, 2024: $3.2 million

  The Company determines materiality in the context of the financial statements taken as a whole, as opposed to applying different quantitative materiality thresholds for each financial statement and/or footnote. The Company applies a quantitative benchmark based on the lesser of a percentage of net revenues, total assets, and Adjusted EBITDA in determining materiality. For  the years ended December 31, 2023, 2022 and 2021, materiality was at least $9 million.

  The “rent-to-rent” equipment proceeds in the cash flow statement were below the established materiality threshold for each of the respective years, taken as a whole, which led the Company to conclude that presentation of “rent-to-rent” equipment proceeds in operating activities in our statements of cash flows rather than as an investing activity was immaterial on a quantitative basis.

  In addition to the quantitative materiality assessment, the Company also considered qualitative factors in our assessment of materiality and noted that the presentation of “rent-to-rent” equipment proceeds in investing activities would not have changed the direction of any cash flows, would not have impacted key performance metrics for the Company or for its investors, would not have impacted any management incentive programs, and would not have any impact on revenues or earnings. Therefore, the Company concludes presentation of “rent-to-rent” equipment proceeds in operating activities in our statements of cash flows rather than as an investing activity was immaterial on a qualitative basis as well.

  Prospectively, Alta will present proceeds from the sale of “rent-to-rent” equipment within investing activities beginning in the Form 10-Q for the nine months ending September 30, 2024.

  Notes to Consolidated Financial Statements

  Note 2 - Summary of Significant Accounting Policies, page 45

  3.Please revise your disclosure to include a summarized version of the information you provided in response to prior comment 1 with regard to the nature of your three types of transactions and the balance sheet and cash flow presentation of such amounts.

  Alta will revise our disclosure in Note 2 – Summary of Significant Accounting Policies in the Form 10-K for the Fiscal Year Ended December 31, 2024 to summarily describe the nature of our three types of transactions as provided in our previous response.

  We appreciate your assistance in our compliance with applicable disclosure requirements. Should you have any questions or comments regarding the responses in this letter, please feel free to contact me at (248) 449-6700.

  Very truly yours,

  /s/ Anthony Colucci

  Anthony Colucci

  Chief Financial Officer

August 20, 2024
Anthony Colucci
Chief Financial Officer
Alta Equipment Group Inc.
13211 Merriman Road
Livonia, MI 48150
Re:Alta Equipment Group Inc.
Form 10-K Fiscal Year Ended December 31, 2023
File No. 001-38864
Dear Anthony Colucci:
            We have reviewed your August 9, 2024 response to our comment letter and have the
following comment(s).
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments. Unless we
note otherwise, any references to prior comments are to comments in our July 11, 2024 letter.
Form 10-K for Fiscal Year Ended December 31, 2023
Consolidated Balance Sheets, page 40
1.We note your response to prior comment 1. Given the materiality of net rental fleet assets
to property and equipment and total assets and the difference in the nature of these assets,
please separately present rental equipment and internally used property and equipment on
the face of your consolidated balance sheets.
Consolidated Statements of Cash Flows, page 44
2.We note your response to prior comment 1. You state the proceeds from sales of "rent-to-
rent" equipment have not been material historically and that you will monitor proceeds
from these sales and report them as investing cash inflows prospectively. Please quantify
for us the amount of proceeds received in each of the last three fiscal years and in the
latest current and comparable interim-to-date periods and clarify for us where you have
historically classified these amounts on your statements of cash flows.

August 20, 2024
Page 2
Notes to Consolidated Financial Statements
Note 2 - Summary of Significant Accounting Policies, page 45
3.Please revise your disclosure to include a summarized version of the information you
provided in response to prior comment 1 with regard to the nature of your three types of
transactions and the balance sheet and cash flow presentation of such amounts.
            Please contact Robert Shapiro at 202-551-3273 or Lyn Shenk at 202-551-3380 if you
have questions regarding comments on the financial statements and related matters.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

CORRESP
1
filename1.htm

  CORRESP

www.altaequipment.com

  August 09, 2024

  Division of Corporation Finance

  U.S. Securities & Exchange Commission

  100 F Street, NE

  Washington, D.C. 20549

  Re: Alta Equipment Group Inc.

         Form 10-K for Fiscal Year Ended December 31, 2023

         File No. 001-38864

  To whom it may concern,

  This letter from Alta Equipment Group Inc. (“we”, “our”, “us”, "Alta” or the “Company”) is in response to comments from the staff (the “Staff”) of the Division of Corporation Finance of the Securities and Exchange Commission (the “Commission”) received by letter dated July 11, 2024, relating to the Company’s Form 10-K for the Year Ended December 31, 2023 (File No. 001-38864) filed with the Commission on March 14, 2024 (the “Annual Report”).

  In this letter, the Company recited the comments from the Staff in italicized, bold type and followed each comment with the Company’s response thereto.

  Form 10-K for Fiscal Year Ended December 31, 2023

  Consolidated Statements of Cash Flows for the Years Ended December 31, 2023 and 2022, page 44

  1.Please explain to us the basis for your balance sheet and cash flow statement classification of inventory and rental equipment, including purchases and sales of, and transfers between, inventory and rental equipment. Please be detailed in your response and address circumstances that may result in transactions being classified differently. As part of your response please describe the nature of your transactions, such as the typical time equipment is rented prior to sale (if known), the predominant source of use of the cash flows derived from equipment that is first rented and later sold, and any other factors affecting classification.

  Overview of Business Model

  In order to understand Alta’s balance sheet and cash flow classification, we believe that it is important to understand and clarify our business model, which is one focused on

  driving a maximum amount of customer-owned equipment in our territories field population so as to then maximize Alta’s higher margin product support revenue streams (e.g., parts and service). To that end, Alta broadly engages in three types of transactions:

  1.Inventory purchased and sold – we buy equipment inventory (either new or used) which is available for sale to customers immediately after we take possession of the equipment.

  2.Transfers from inventory to rental fleet (“rent-to-sell” equipment) – as part of our business model, to respond to existing rental fleet mix and market demand for lightly-used heavy construction equipment to ultimately be purchased out of dealer owned rental fleets, some of our equipment that is initially purchased for sale, and classified as inventory, is subsequently transferred from Inventories, net to Property and equipment, net (rental fleet, which is a long-term asset).

  Such heavy construction equipment portion of our rental fleet, which makes up, on average, 55% of our rental fleet, is available-for-sale to our customers as part of the “rent-to-sell” portion of the Construction Equipment segment. Due to our “rent-to-sell” business model, we view the subsequent sales out of this subset of our rental fleet as part of our day-to-day business operations and similar to selling new and used equipment.

  3.Direct purchases to the rental fleet (“rent-to-rent” equipment) – in addition to the above, Alta also purchases equipment for long-term rental purposes. Typically, when we buy equipment directly into our rental fleet, we expect to hold the asset for the majority of the equipment’s useful life. This equipment is available for rent to customers immediately after we take possession of the equipment. Under this business model, the recovery of the asset cost is predominantly through rental income rather than through the sale of the equipment. Occasionally, the Company will sell rent-to-rent equipment when the market dictates or when the equipment no longer has utility as a rental asset (i.e. at the end of its useful life).

  Balance Sheet Presentation

  The purchases of equipment described above, including transfers between inventory and rental equipment, are classified as follows on the Consolidated Balance Sheets:

  1.Inventory purchased and sold – new and used equipment is accounted for within current assets in Inventories, net on the Consolidated Balance Sheets, as described in Note 5 of our consolidated financial statements, as this inventory is generally sold within 12 months.

  2.Transfers from inventory to rental fleet (“rent-to-sell” equipment) – when inventory purchased for sale is transferred to the rental fleet as described above, it is reclassified from Inventories, net to the Property and equipment, net line items, as it is typical that these assets stay in our rental fleet for more than a year prior to us selling them out of the fleet (at December 31, 2023 the weighted average age of our “rent-to-sell” rental fleet was approximately 20 months).

  3.Direct purchases to the rental fleet (“rent-to-rent” equipment) – our rental fleet equipment is accounted for on the Consolidated Balance Sheets in Property and equipment, net within non-current assets, as described in Note 6 – Property and Equipment of our consolidated financial statements, as it is common the equipment will stay in the rental fleet for the majority of its useful life.

  Statement of Cash Flows Presentation

  During the preparation of our annual financial statements included in our Annual Report, we considered the guidance outlined in Accounting Standards Codification (“ASC”) 230 - Statement of Cash Flows regarding the classification in our Consolidated Statements of Cash Flows of the cash inflows and outflows associated with the purchases and sales of, and transfers between, inventory and rental equipment. Specifically, we considered the guidance in ASC 230-10-45-22 through ASC 230-10-45-22A, which note that certain cash receipts and payments may have aspects of more than one class of cash flows and cannot be separated by source or use. In these situations, the appropriate classification shall depend on the predominant source or use of cash flows for the item. As such, we evaluated the predominant source of cash flows associated with the purchases of the equipment to determine the appropriate classification for these cash flows.

  1.Inventory purchased and sold – when equipment inventory is purchased for sale, the cash outflow is classified in the operating cash flows section of our Consolidated Statements of Cash Flows as we expect the predominant source of cash flows from the inventory to be the proceeds from its sale. When sold, the proceeds from the sale of inventory are also classified in the operating cash flows section of our Consolidated Statements of Cash Flows.

  2.Transfers from inventory to rental fleet (“rent-to-sell” equipment) – the amount of equipment inventory that is transferred from new or used equipment inventory to our rental fleet represents a non-cash transaction and, as such, it is disclosed in the Supplemental schedule of noncash investing and financing activities in our Form 10-K Consolidated Statements of Cash Flows to provide investors with transparent disclosures of such transfers.

  As discussed above, we present both the payment for purchase and the proceeds from the sale of rent-to-sell equipment as operating cash flows to be consistent with our view of what is the predominant source of the cash flows for this type of transaction. The business model and our results support this view as there is market demand to purchase lightly used rental equipment out of dealer owned rental fleets as cash proceeds from the sale of our rent-to-sell equipment has historically been significant.

  3.Direct purchases to the rental fleet (“rent-to-rent” equipment) – when rent-to-rent equipment is purchased directly into Alta’s rental fleet, the cash outflow is classified in the investing section of our Consolidated Statements of Cash Flows, as we expect the equipment to be held and used for long-term rental purposes for the majority of its useful life. In addition, as noted above, occasionally, the Company will sell rent-to-rent equipment. The proceeds from such sales have not been material historically. The

  Company will monitor the proceeds from the “rent-to-rent” sales and will report these proceeds as an investing cash inflow prospectively.

  2.Please explain your consideration of presenting cash receipts from borrowings and cash outflows for payments on your manufacturing floor plans payable on a gross basis for the year ended December 31, 2023. Refer to ASC 230-10-45-7 through ASC 230-10-45-9.

  OEM Captive Lenders and Suppliers’ Floor Plans (or “manufacturers floor plan”) – the Company has floor plan financing facilities with several OEM captive lenders and suppliers for new and used inventory and rental equipment. These liabilities represent trade payables for the acquisition of inventory for sale and, as such, they are a component of cash flows from operating activities, consistent with the excerpt from the December 6, 2005 speech by Joel Levine, Associate Chief Accountant, Division of Corporate Finance at the AICPA Conference which stated:

  Auto dealers often finance the purchase of their inventory by engaging in floor plan financing arrangements with a finance subsidiary of the manufacturer. Just to use one particular car manufacturer for illustration, a dealer would finance the purchase of Ford products through Ford Motor Credit Company, for example. Under these arrangements, the finance subsidiary pays the manufacturer, holds a lien on the automobile, and then is repaid at a future date by the dealer. These arrangements are treated as seller financing transactions within the operating cash flow category.

  So, when the dealer purchases the inventory, the purchase price is reported within operating activities as both an increase in trade loans and an increase in inventory. When the inventory is sold and the loan is repaid, the trade loan is reduced as an operating cash outflow. The end result from the purchase and sale is a net operating cash inflow for the amount of the gross profit.

  We considered whether providing the gross payments, as we would have presented them under the direct method, to our OEM vendors for our purchases of inventory within our operating cash flow section would provide additional insights to our cash flow information; however, we believe that because turnover is quick, as equipment is ordered into inventory with the intent to sell in the near term (within six months), and maturities are short as the payable for the equipment sold becomes due on the floor plan to the manufacturer and is paid within days, with contractual payments never exceeding 90 days from a sale. Additionally, individual transactions are large as they are for new individual pieces or fleets of material handling and construction equipment generally costing tens or hundreds of thousands of dollars and the presentation of such cash flows payments on a gross basis would not provide more meaningful information to the users of our financial statements.

  We appreciate your assistance in our compliance with applicable disclosure requirements. Should you have any questions or comments regarding the responses in this letter, please feel free to contact me at (248) 449-6700.

  Very truly yours,

  /s/ Anthony Colucci

  Anthony Colucci

  Chief Financial Officer

July 11, 2024
Anthony Colucci
Chief Financial Officer
Alta Equipment Group Inc.
13211 Merriman Road
Livonia, MI 48150
Re:Alta Equipment Group Inc.
Form 10-K Fiscal Year Ended December 31, 2023
File No. 001-38864
Dear Anthony Colucci:
            We have limited our review of your filing to the financial statements and related
disclosures and have the following comment(s).
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments.
Form 10-K for Fiscal Year Ended December 31, 2023
Consolidated Statements of Cash Flows for the Years Ended December 31, 2023 and 2022, page
44
1.Please explain to us the basis for your balance sheet and cash flow statement classification
of inventory and rental equipment, including purchases and sales of, and transfers
between, inventory and rental equipment. Please be detailed in your response and address
circumstances that may result in transactions being classified differently. As part of your
response please describe the nature of your transactions, such as the typical time
equipment is rented prior to sale (if known), the predominant source of use of the cash
flows derived from equipment that is first rented and later sold, and any other factors
affecting classification.
2.Please explain your consideration of presenting cash receipts from borrowings and cash
outflows for payments on your manufacturing floor plans payable on a gross basis for the
year ended December 31, 2023. Refer to ASC 230-10-45-7 through ASC 230-10-45-9.

July 11, 2024
Page 2
            In closing, we remind you that the company and its management are responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or
absence of action by the staff.
            Please contact Robert Shapiro at 202-551-3273 or Lyn Shenk at 202-551-3380 with any
questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

CORRESP
1
filename1.htm

  CORRESP

  Alta Equipment Group Inc.

  13211 Merriman Road

  Livonia, MI 48150

  May 1, 2023

  VIA EDGAR

  U.S. Securities and Exchange Commission

  Division of Corporation Finance

  100 F Street, N.E.

  Washington, D.C. 20549

    Re:

    Alta Equipment Group Inc.

Registration Statement on Form S-3

Filed March 23, 2023

File No. 333-270809 (the “Registration Statement”)

Request for Acceleration

  Ladies and Gentlemen:

  Pursuant to Rule 461 under the Securities Act of 1933, as amended, Alta Equipment Group Inc. (the “Company”) hereby respectfully requests acceleration of the effective date of the above referenced Registration Statement, so that it may become effective at 4:00 p.m., Eastern time, on May 3, 2023, or as soon thereafter as practicable.

  If you have any questions or require additional information, please contact Joel Rubinstein of White & Case LLP at (212) 819-7642. Thank you for your assistance and cooperation in this matter.

    Very truly yours,

ALTA EQUIPMENT GROUP INC.

    By:

    /s/ Anthony Colucci

    Name: Anthony Colucci

Title: Principal Financial Officer

  Cc: Joel Rubinstein, White & Case LLP

    5/1/2023 11:35

AMERICAS 123093212 v2 [123093212_2.docx]

United States securities and exchange commission logo
March 30, 2023
Emily Karr
General Counsel
Alta Equipment Group Inc.
13211 Merriman Road
Livonia, Michigan 48150
Re:Alta Equipment Group Inc.
Registration Statement on Form S-3
Filed March 23, 2023
File No. 333-270809
Dear Emily Karr:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Rucha Pandit at (202) 551-6022 with any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Jeff Hoover

United States securities and exchange commission logo
August 30, 2022
Ryan Greenawalt
Chief Executive Officer and Director
Alta Equipment Group Inc.
13211 Merriman Road
Livonia, MI 48150
Re:Alta Equipment Group Inc.
Form 10-K for Fiscal Year Ended December 31, 2021
File No. 001-38864
Dear Mr. Greenawalt:
            We have completed our review of your filing.  We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

CORRESP
1
filename1.htm

  CORRESP

  www.altaequipment.com

  August 19, 2022

  Linda Cvrkel

  Blaise Rhodes

  Division of Corporation Finance

  U.S. Securities & Exchange Commission

  100 F Street, NE

  Washington, D.C. 20549

  Re: Alta Equipment Group Inc.

  Form 10-K for Fiscal Year Ended December 31, 2021 Form 8-K dated May 10, 2022

  File No. 001-38864

  Dear Linda Cvrkel and Blaise Rhodes:

  Alta Equipment Group Inc. (the “Company”) has received your comment letter (the “Comment Letter”) dated August 10, 2022, from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) regarding the above-referenced filings of the Company. The following is the Company’s response to the Staff’s comment in the Comment Letter. For ease of reference, we have included the comment in its entirety in bold and italicized text preceding our response.

  Form 8-K dated May 10, 2022

  Alta Equipment Group Inc. Earnings Press Release dated May 10, 2022, page 1

  1.	In the heading to the press release, you disclose the Non-GAAP measure "Adjusted basic and diluted net loss per share" but do not disclose the most comparable GAAP measure, basic and diluted net loss per share. Please revise your disclosure to present the most comparable GAAP measure more prominently than the Non-GAAP measure. Refer to the guidance in Item 10(e)(1)(i)(A) of Regulation S-K, Regulation G and Question 102.10 of the Compliance and Disclosure Interpretations Regarding Non-GAAP Financial Measures.

  The Company acknowledges the Staff’s comment as put forth above. The Company will, in future filings related to financial results and the presentation of financial information, present the most directly comparable GAAP measure with equal or greater prominence relative to Non-GAAP measures. Specifically, the Company will include, with equal or greater prominence, the basic and diluted net loss per share as the most directly comparable GAAP measure to the Non-GAAP measure of adjusted basic and diluted net loss per share. Based on the comment received, we have included an example of the enhanced disclosure. See Attachment I.

  If you have any further questions or comments, please do not hesitate to contact me at (248) 449-6700.

  Sincerely,

  /s/ Ryan Greenawalt

  Ryan Greenawalt

  Chief Executive Officer

  ATTACHMENT I

  EXAMPLE OF REVISED DISCLOSURE FOR FUTURE FILINGS

  To ensure an equal or greater prominence on basic and diluted net loss per share the following represents an example of the revisions that will be reflected in future filings using data from the Company’s first quarter 2022 financial results, as reflected in the Form 8-K dated May 10, 2022.

  Alta Equipment Group Inc. Reports First Quarter 2022 Financial Results

  First Quarter Financial Highlights: (comparisons are year over year)

  •Net revenues increased 23.4% year over year to $331.7 million

  •Construction and Material Handling revenue of $206.1 million and $125.6 million, respectively

  •Product Support revenue increased $21.5 million year over year to $101.6 million

  •Record first quarter financial results primarily due to strong demand for equipment and product support growth

  •Net loss of $(2.0) million available to common shareholders compared to a loss of $(5.7) million in 2021

  •Basic and diluted net loss per share of $(0.06) compared to $(0.19) in 2021

  •Adjusted basic and diluted net loss per share of $(0.02) compared to $(0.14) in 2021

  •Adjusted EBITDA grew 30.4% to $30.0 million, compared to $23.0 million in 2021

United States securities and exchange commission logo
August 10, 2022
Ryan Greenawalt
Chief Executive Officer and Director
Alta Equipment Group Inc.
13211 Merriman Road
Livonia, MI 48150
Re:Alta Equipment Group Inc.
Form 10-K for Fiscal Year Ended December 31, 2021
Form 8-K dated May 10, 2022
File No. 001-38864
Dear Mr. Greenawalt:
            We have reviewed your filings and have the following comment.  In our comment, we
may ask you to provide us with information so we may better understand your disclosure.
            Please respond to this comment within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this comment, we may have additional comments.
Form 8-K dated May 10, 2022
Alta Equipment Group Inc. Earnings Press Release dated May 10, 2022, page 1
1.In the heading to the press release, you disclose the Non-GAAP measure "Adjusted basic
and diluted net loss per share" but do not disclose the most comparable GAAP measure,
basic and diluted net loss per share.  Please revise your disclosure to present the most
comparable GAAP measure more prominently than the Non-GAAP measure.  Refer to the
guidance in Item 10(e)(1)(i)(A) of Regulation S-K, Regulation G and Question 102.10 of
the Compliance and Disclosure Interpretations Regarding Non-GAAP Financial
Measures.
             We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.

 FirstName LastNameRyan Greenawalt
 Comapany NameAlta Equipment Group Inc.
 August 10, 2022 Page 2
 FirstName LastName
Ryan Greenawalt
Alta Equipment Group Inc.
August 10, 2022
Page 2

            You may contact Linda Cvrkel at 202-551-3813 or Blaise Rhodes at 202-551-3774 if you
have questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

CORRESP
1
filename1.htm

CORRESP

 Alta Equipment Group Inc.

13211 Merriman Road

 Livonia,
Michigan 48150

 December 16, 2020

VIA EDGAR

 Mr. Scott Anderegg

U.S. Securities and Exchange Commission

 Division of Corporation
Finance

 100 F Street, N.E.

 Washington, D.C. 20549

Re:   Alta Equipment Group Inc. (the “Company”)

Registration Statement on Form S-1 (File
No. 333-251097)

 Acceleration Request

Requested Date: Thursday, December 17, 2020

Requested Time: 4:30 p.m. Eastern Time

Dear Mr Anderegg:

 Pursuant to Rule 461 of
the rules and regulations promulgated under the Securities Act of 1933, as amended, Alta Equipment Group Inc. respectfully requests that the effective date of the above-referenced Registration Statement be accelerated so as to permit it to become
effective at 4:30 p.m. Washington D.C. time on December 17, 2020, or as soon thereafter as practicable.

 Please call Jude
Sullivan of Howard & Howard Attorneys PLLC at (312) 456-3646 to provide notice of the effectiveness of the Registration Statement.

Very truly yours,

ALTA EQUIPMENT GROUP INC.

By:

/s/ Ryan Greenawalt

Name:

Ryan Greenawalt

Title:

Chief Executive Officer

 cc:                 Dean M. Colucci
(Duane Morris LLP)

United States securities and exchange commission logo
December 8, 2020
Ryan Greenawalt
Chief Executive Officer
Alta Equipemtn Group Inc.
13211 Merriman Road
Livonia, MI 48150
Re:Alta Equipment Group Inc.
Registration Statement on Form S-1
Filed December 3, 2020
File No. 333-251097
Dear Mr. Greenawalt:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Scott Anderegg at 202-551-3342 with any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

CORRESP
1
filename1.htm

CORRESP

 Alta Equipment Group Inc.

13211 Merriman Road

 Livonia,
Michigan 48150

 October 30, 2020

VIA EDGAR

 M. Katherine Bagley

U.S. Securities and Exchange Commission

 Division of Corporation
Finance

 100 F Street, N.E.

 Washington, D.C. 20549

Re:
 Alta Equipment Group Inc.

 Registration Statement on Form S-1

 Filed October 26, 2020

 File No. 333-249672

Dear Ms. Bagley:

 Pursuant to Rule 461 of
the rules and regulations promulgated under the Securities Act of 1933, as amended, Alta Equipment Group Inc. respectfully requests that the effective date of the above-referenced Registration Statement be accelerated so as to permit it to become
effective at 4:00 p.m. Washington D.C. time on November 3, 2020, or as soon thereafter as practicable.

 Please call Jeff Hoover of
Howard & Howard Attorneys PLLC at (248) 723-0451 to provide notice of the effectiveness of the Registration Statement.

Very truly yours,

ALTA EQUIPMENT GROUP INC.

By:

/s/ Ryan Greenawalt

Name:

Ryan Greenawalt

Title:

Chief Executive Officer

cc:
 Jeffrey Hoover, Howard & Howard Attorneys PLLC

United States securities and exchange commission logo
October 29, 2020
Ryan Greenawalt
Chief Executive Officer
Alta Equipment Group Inc.
13211 Merriman Road
Livonia, Michigan 48150
Re:Alta Equipment Group Inc.
Registration Statement on Form S-1
Filed October 26, 2020
File No. 333-249672
Dear Mr. Greenawalt:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Katherine Bagley at (202) 551-2545 with any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Jeffrey A. Hoover

April 1, 2020
Ryan Greenawalt
Chief Executive Officer
Alta Equipment Group Inc.
13211 Merriman Road
Livonia, Michigan 48150
Re:Alta Equipment Group Inc.
Registration Statement on Form S-1
Filed March 25, 2020
File No. 333-237387
Dear Mr. Greenawalt:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Jacqueline Kaufman at 202-551-3797 with any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

CORRESP
1
filename1.htm

Alta Equipment Group Inc.

13211 Merriman Road

Livonia, Michigan 48150

April 1, 2020

VIA EDGAR

Jacqueline Kaufman

Office of Trade & Services

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

    Re:
    Alta Equipment Group Inc.

    Registration Statement on Form S-1

    Filed March 25, 2020

    File No. 333-237387

Dear Ms. Kaufman:

Pursuant to Rule 461 of
the rules and regulations promulgated under the Securities Act of 1933, as amended, Alta Equipment Group Inc. respectfully requests
that the effective date of the above-referenced Registration Statement be accelerated so as to permit it to become effective at
4:00 p.m. Washington D.C. time on April 3, 2020, or as soon thereafter as practicable.

Please call Daniel Nussen
of Winston & Strawn LLP at (213) 615-1972 to provide notice of the effectiveness of the Registration Statement.

[Signature Page Follows]

    Very truly yours,

    ALTA EQUIPMENT GROUP INC.

    By:
    /s/ Ryan Greenawalt

    Name: Ryan Greenawalt

    Title: Chief Executive Officer

cc:	       Daniel Nussen, Winston & Strawn LLP

CORRESP
1
filename1.htm

April
4, 2019

VIA
EDGAR

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

Office
of Telecommunications

100
F Street, N.E.

Washington,
D.C. 20549-3628

Attention:
Celeste M. Murphy

Joshua
Shainess

    Re:
    B. Riley Principal Merger
    Corp. (the “Company”)

    Registration Statement on Form S-1

    File No. 333-230286

Dear
Ms. Murphy:

Pursuant
to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended (the “Act”),
we hereby join in the request of the Company that the effective date of the above-referenced Registration Statement on Form S-1
(File No. 333-230286) (the “Registration Statement”) be accelerated so as to permit it to become
effective at 4:00 p.m., New York City time, on April 8, 2019, or as soon thereafter as practicable, or at such other time as the
Company or its outside counsel, Winston & Strawn LLP, requests by telephone that such Registration Statement be declared effective.

Pursuant
to Rule 460 of the General Rules and Regulations under the Act, we hereby advise you that as of the date hereof, 833 copies of
the Preliminary Prospectus initially dated March 26, 2019 have been distributed to prospective underwriters and dealers, institutional
investors, retail investors and others.

We
confirm that the underwriters participating in the offering have complied with, and will continue to comply with, the requirements
of Rule 15c2-8 promulgated under the Securities Exchange Act of 1934, as amended.

    Very truly yours,

    B. RILEY FBR, INC.

    By:
    /s/ Jimmy Baker

    Name: Jimmy Baker

    Title: Executive Vice President and Head of Capital Markets

CORRESP
1
filename1.htm

B.
Riley Principal Merger Corp.

299
Park Avenue, 21st Floor

 New
York, New York 10171

April
4, 2019

VIA
EDGAR

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

Office
of Telecommunications

100
F Street, NE

Washington,
DC 20549

    Attention:
    Celeste M. Murphy

    Joshua
Shainess

Re:
B. Riley Principal Merger Corp.

Registration
Statement on Form S-1/A

Originally filed on March 14, 2019

File
No. 333-230286

Dear
Ms. Murphy:

Pursuant
to Rule 461 of the rules and regulations promulgated under the Securities Act of 1933, as amended, B. Riley Principal Merger Corp.
(the “Company”) respectfully requests that the effective date of the above-referenced Registration Statement be accelerated
so that such Registration Statement will be declared effective at 4:00 p.m. (EDT) on April 8, 2019, or as soon as practicable
thereafter.

Please
call Joel L. Rubinstein, Esq. of Winston & Strawn LLP at (212) 294-5336 to provide notice of the effectiveness of the Registration
Statement.

    Very truly yours,

    B. Riley Principal Merger Corp.

    By:
    /s/
    Kenneth Young

    Kenneth Young

    Chief Executive Officer and Director

    cc:
    Joel L. Rubinstein, Esq., Winston & Strawn LLP

CORRESP
1
filename1.htm

    North America  Europe  Asia
    200 Park Avenue

New York, NY 10166

T +1 212 294 6700

F +1 212 294 4700

Joel
L. Rubinstein

 Partner

212 294-5336

 JRubinstein@Winston.com

March 14, 2019

VIA EDGAR AND EMAIL

Celeste M. Murphy

Legal Branch Chief

Office of Telecommunications

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

 Re: B. Riley Principal Merger Corp.

Amendment No. 3 to Draft Registration
Statement on Form S-1

Submitted March 8, 2019

CIK No. 0001759824

Dear Ms.
Murphy:

On behalf of our client,
B. Riley Principal Merger Corp. (the “Company”), we are writing to submit the Company’s response to the
comment of the staff (the “Staff”) of the Division of Corporation Finance of the United States Securities and
Exchange Commission (the “Commission”) set forth in its letter, dated March 14, 2019, relating to Amendment
No. 3 to the Company’s Draft Registration Statement on Form S-1 submitted to the Commission on March 8, 2019 (the “Draft
Registration Statement”).

The Company is
concurrently filing via EDGAR its Registration Statement on Form S-1 (the “Registration Statement”), which
reflects the Company’s response to the comment received by the Staff and certain updated information. For your
convenience, the Company is also delivering via hand delivery a hard copy of this letter together with a marked courtesy copy
of the Registration Statement.

For ease of review,
we have set forth below the comment of the Staff’s letter in bold and the Company’s response thereto, including a cross-reference
to the locations in the Registration Statement of changes made in response to the Staff’s comment. Capitalized terms used
but not otherwise defined herein have the meanings given to such terms in the Registration Statement.

    March 14, 2019

Page 2

Amended Draft Registration Statement
on Form S-1

General

 1. We note that your forum selection provision identifies the Court of Chancery of the State of
Delaware as the exclusive forum for certain litigation, including any “derivative action,” subject to certain exceptions.
We also note the statement in Article XII of your amended and restated certificate of incorporation that for “any claim arising
under the federal securities laws...the federal district court for the District of Delaware shall be the sole and exclusive forum.”
Please disclose in your registration statement whether this provision applies to actions arising under the Securities Act or Exchange
Act. If so, please also state that there is uncertainty as to whether a court would enforce such provision. If the provision applies
to Securities Act claims, please also state that stockholders will not be deemed to have waived the company’s compliance
with the federal securities laws and the rules and regulations thereunder. In that regard, we note that Section 22 of the Securities
Act creates concurrent jurisdiction for federal and state courts over all suits brought to enforce any duty or liability created
by the Securities Act or the rules and regulations thereunder. If this provision does not apply to actions arising under the Securities
Act or Exchange Act, please ensure that the exclusive forum provision in the governing documents, and the related registration
statement disclosures, state this clearly.

Response: The
Company respectively advises the Staff that the Company’s forum selection provision does not apply solely to state law claims
and does apply to Securities Act claims. Accordingly, the Company has revised the disclosure on pages 54 and 123 of the Registration
Statement and Article XII of the Company’s second amended and restated certificate of incorporation to address the Staff’s
comment.

Please contact me at
(212) 294-5336 if you have any questions or require any additional information in connection with this letter or the Registration
Statement.

    Sincerely,

    /s/ Joel L. Rubinstein

    Joel L. Rubinstein

March 14, 2019
Kenneth Young
Chief Executive Officer
B. Riley Principal Merger Corp.
299 Park Avenue
New York, NY 10171
Re:B. Riley Principal Merger Corp.
Amendment No. 3 to Draft Registration Statement on Form S-1
Submitted March 8, 2019
CIK No. 0001759824
Dear Mr. Young:
            We have reviewed your amended draft registration statement and have the following
comment.  In our comment, we may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  If you do not believe our 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 comment and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Amended Draft Registration Statement on Form S-1
General
1.We note that your forum selection provision identifies the Court of Chancery of the State
of Delaware as the exclusive forum for certain litigation, including any “derivative
action,” subject to certain exceptions.  We also note the statement in Article XII of your
amended and restated certificate of incorporation that for "any claim arising under the
federal securities laws...the federal district court for the District of Delaware shall be the
sole and exclusive forum."  Please disclose in your registration statement whether this
provision applies to actions arising under the Securities Act or Exchange Act.  If so,
please also state that there is uncertainty as to whether a court would enforce such
provision.  If the provision applies to Securities Act claims, please also state that

 FirstName LastNameKenneth Young
 Comapany NameB. Riley Principal Merger Corp.
 March 14, 2019 Page 2
 FirstName LastName
Kenneth Young
B. Riley Principal Merger Corp.
March 14, 2019
Page 2
stockholders will not be deemed to have waived the company’s compliance with the
federal securities laws and the rules and regulations thereunder.  In that regard, we note
that Section 22 of the Securities Act creates concurrent jurisdiction for federal and state
courts over all suits brought to enforce any duty or liability created by the Securities Act
or the rules and regulations thereunder. If this provision does not apply to actions arising
under the Securities Act or Exchange Act, please ensure that the exclusive forum
provision in the governing documents, and the related registration statement
disclosures, state this clearly.
            You may contact Joseph Kempf, Senior Staff Accountant, at (202) 551-3352 or Robert S.
Littlepage, Accounting Branch Chief, at (202) 551-3361 if you have questions regarding
comments on the financial statements and related matters. Please contact William Mastrianna,
Attorney-Adviser, at (202) 551-3778 or Celeste M. Murphy, Legal Branch Chief, at (202) 551-
3257 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Telecommunications
cc:       Daniel Nussen

January 30, 2019
Kenneth Young
Chief Executive Officer
B. Riley Principal Merger Corp.
299 Park Avenue
New York, NY 10171
Re:B. Riley Principal Merger Corp.
Draft Registration Statement on Form S-1
Submitted December 10, 2018
CIK No. 0001759824
Dear Mr. Young:
            We have reviewed your draft registration statement and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  If you do not believe our comments apply 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 these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Draft Registration Statement on Form S-1
Prospectus Summary
Our Business Combination Process, page 6
1.We note your statement that your sponsor and each of your officers "have agreed not to
participate in the formation of, or become a sponsor or officer of, any other special
purpose acquisition company with a class of securities registered under the Securities
Exchange Act of 1934" until you have entered into a definitive agreement for an initial
business combination or failed to complete an initial business combination within 24
months of the closing of the offering.  Please clarify that, if true, this agreement includes
SPAC transactions implicating the Securities Act of 1933.

 FirstName LastNameKenneth Young
 Comapany NameB. Riley Principal Merger Corp.
 January 30, 2019 Page 2
 FirstName LastName
Kenneth Young
B. Riley Principal Merger Corp.
January 30, 2019
Page 2
2.We note your statement that your certificate of incorporation will provide that you
renounce interests in any corporate opportunity offered to any director or officer "unless
such opportunity is expressly offered to such person solely in his or her capacity as a
director or officer of our company."  Given the overlap and affiliation between your
management, the sponsor, and the underwriter, please explain in detail how you will
determine the scope of this renunciation.  Explain how you intend to delineate roles or
establish meaningful guidelines for defining the sole capacity of a director or officer of
your company.  Consider adding a risk factor regarding the potential difficulties in
determining when an opportunity is presented in a specific capacity.
Management
Audit Committee, page 108
3.Please clarify the status of the audit committee members' relationship with your sponsor.
That is, please clarify whether the members of the audit committee will be independent of
your sponsor, affiliated with your sponsor, etc.  Please also clarify if there will be any
relationship between any audit committee members and your underwriter.
Underwriting (Conflicts of Interest), page 141
4.We note your discussion of conflicts of interest in the underwriting context.  Please clarify
if, as in the case of conflicts with your sponsor, you have identified a mechanism to
resolve conflicts of interest between the underwriter and the company.
            You may contact Joseph Kempf, Senior Staff Accountant, at (202) 551-3352 or Robert S.
Littlepage, Accounting Branch Chief, at (202) 551-3361 if you have questions regarding
comments on the financial statements and related matters.  Please contact William Mastrianna,
Attorney-Adviser, at (202) 551-3778 or Celeste M. Murphy, Legal Branch Chief, at (202) 551-
3257 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Telecommunications
cc:       Daniel Nussen