SecProbe.io

CORRESP
 1
 filename1.htm

 August 8, 2025

 VIA EDGAR

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

 Office of Manufacturing

 100 F Street, N.E.

 Washington, D.C. 20549

 Re:
 Ardagh Metal Packaging S.A.

 Registration Statement on Form F-1

 File Number 333-289154

 Ladies and Gentlemen:

 Ardagh Metal Packaging S.A. (the “Company”)
hereby requests that the effectiveness of the above-referenced registration statement on Form F-3 be accelerated so that it
will become effective at 4:00 p.m. Eastern Time on August 11, 2025, or as soon thereafter as practicable. We ask, however, that the
staff of the U.S. Securities and Exchange Commission not accelerate such effectiveness until our counsel, indicated below, speaks with
you on that date.

 Once the registration statement has been declared
effective, please confirm effectiveness with our counsel, Allen Overy Shearman Sterling US LLP, by calling Richard B. Alsop at (212) 848-7333.

 [ Signature Page Follows ]

 R.C.S. Luxembourg: B 251465

 Very truly yours,

 ARDAGH METAL PACKAGING S.A.

 By:
 /s/ Torsten Schoen

 Name:
 Torsten Schoen

 Title:
 Chief Legal Officer & Company Secretary

 cc: Richard B. Alsop, Esq., Allen Overy Shearman Sterling US LLP

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 August 7, 2025

Oliver Graham
Chief Executive Officer
Ardagh Metal Packaging S.A.
56, rue Charles Martel
L-2134 Luxembourg, Luxembourg

 Re: Ardagh Metal Packaging S.A.
 Registration Statement on Form F-3
 Filed on July 31, 2025
 File No. 333-289154
Dear Oliver Graham:

 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 Sarah Sidwell at 202-551-4733 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of
Manufacturing
cc: Richard Alsop
</TEXT>
</DOCUMENT>

CORRESP
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September 27, 2021

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Manufacturing

100 F Street, N.E.

Washington, D.C. 20549

Re:  Ardagh Metal Packaging S.A.

Registration Statement on Form F-4

File Number 333-259225

Ladies and Gentlemen:

Ardagh Metal Packaging
S.A. (the “Company”) hereby requests that the effectiveness of the above-referenced registration statement on Form F-4 be
accelerated so that it will become effective at 4:00 p.m. Eastern Time on September 29, 2021, or as soon thereafter as practicable.

Once the registration
statement has been declared effective, please confirm effectiveness with our counsel, Shearman & Sterling LLP, by calling Richard
B. Alsop at (212) 848-7333.

[Signature Page Follows]

R.C.S. Luxembourg: B 251465

Very truly yours,

ARDAGH METAL PACKAGING S.A.

By:
/s/ Oliver Graham

Name:
Oliver Graham

Title:
Chief Executive Officer

cc: Torsten Schoen, Chief Legal Officer & Company Secretary, Ardagh
Group S.A.

Richard B. Alsop, Esq., Shearman & Sterling LLP

CORRESP
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September 7, 2021

Via EDGAR Transmission

United States Securities and Exchange Commission

Division of Corporation Finance

Office of Manufacturing

100 F Street, N.E.

Washington, D.C. 20549

Attn: Andri Carpenter

 Re: Ardagh
Metal Packaging S.A.

Registration Statement on Form F-4

Registration No. 333-259225

Ladies and Gentlemen:

On September 2, 2021,
Ardagh Metal Packaging S.A. (the “Company”) submitted a letter requesting that the above-referenced Registration Statement
be declared effective on September 7, 2021 at 4:00 p.m. Eastern Time or as soon as possible thereafter, in accordance with Rule 461
under the Securities Act of 1933, as amended. By this letter, the Company hereby withdraws the acceleration request dated September 2,
2021.

Please direct any questions
or comments regarding this correspondence to Company’s counsel, Richard Alsop, at (212) 848-7333.

  Very truly yours,

    Ardagh Metal Packaging
S.A.

 By: /s/ Oliver Graham

    Name: Oliver Graham

    Title: Chief Executive Officer

 cc: Torsten Schoen, Chief Legal Officer &
Company Secretary, Ardagh Group S.A.

Richard Alsop, Esq., Shearman & Sterling LLP

CORRESP
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September 2, 2021

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Manufacturing

100 F Street, N.E.

Washington, D.C. 20549

Re: Ardagh Metal Packaging S.A.

Registration Statement on Form F-4

File No. 333-259225

Dear Ladies and Gentlemen:

Reference is made to the Registration Statement on Form F-4 (File No. 333-259225) filed by Ardagh Metal Packaging S.A. (the “Company”) with the U.S. Securities and Exchange Commission on September 1, 2021 (the “Registration Statement”).

The Company hereby requests the Registration Statement be made effective at 4:00 p.m., Eastern Time, on September 7, 2021, or as soon as possible thereafter, in accordance with Rule 461 under the Securities Act of 1933, as amended.

Once the Registration Statement is effective, please confirm effectiveness with our counsel, Shearman & Sterling LLP, by calling Richard B. Alsop at (212) 848-7333 and sending an email to Richard.Alsop@Shearman.com.

[Signature Page Follows]

Very truly yours,

ARDAGH   METAL PACKAGING S.A.

By:

/s/ Oliver Graham

Name:

Oliver Graham

Title:

Chief Executive Officer

cc: Torsten Schoen, Chief Legal Officer & Company Secretary, Ardagh Group S.A.

Richard B. Alsop, Esq., Shearman & Sterling LLP

United States securities and exchange commission logo
August 24, 2021
Oliver Graham
Chief Executive Officer and Director
Ardagh Metal Packaging S.A.
56, rue Charles Martel
L-2134 Luxembourg, Luxembourg
Re:Ardagh Metal Packaging S.A.
Draft Registration Statement on Form F-4
Filed August 17, 2021
File No. 377-05383
Dear Mr. Graham:
            This is to advise you that we do not intend to review your registration statement.
            We request that you publicly file your registration statement no later than 48 hours prior
to the requested effective date and time. 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 Andi Carpenter at 202-551-3645 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

CORRESP
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August 19, 2021

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Manufacturing

100 F Street, N.E.

Washington, D.C. 20549

Re:

Ardagh Metal Packaging   S.A.

Registration Statement on Form F-1

File Number 333-258749

Ladies and Gentlemen:

Ardagh Metal Packaging S.A. (the “Company”) hereby requests that the effectiveness of the above-referenced registration statement on Form F-1 be accelerated so that it will become effective at 4:00 p.m. Eastern Time on August 23, 2021, or as soon thereafter as practicable. We ask, however, that the staff of the U.S. Securities and Exchange Commission not accelerate such effectiveness until our counsel, indicated below, speaks with you on that date.

Once the registration statement has been declared effective, please confirm effectiveness with our counsel, Shearman & Sterling LLP, by calling Richard B. Alsop at (212) 848-7333.

[Signature Page Follows]

R.C.S. Luxembourg: B 251465

Very truly yours,

ARDAGH   METAL PACKAGING S.A.

By:

/s/ Oliver Graham

Name:

Oliver Graham

Title:

Chief Executive Officer

cc: Torsten Schoen, Chief Legal Officer & Company Secretary, Ardagh Group S.A.

Richard B. Alsop, Esq., Shearman & Sterling LLP

United States securities and exchange commission logo
August 18, 2021
Oliver Graham
Chief Executive Officer and Director
Ardagh Metal Packaging S.A.
56, rue Charles Martel
L-2134 Luxembourg, Luxembourg
Re:Ardagh Metal Packaging S.A.
Registration Statement on Form F-1
Filed August 12, 2021
File No. 333-258749
Dear Mr. Graham:
            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 Andi Carpenter at 202-551-3645 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

CORRESP
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July 2, 2021

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Manufacturing

100 F Street, N.E.

Washington, D.C. 20549

Attention: John Stickel

Re: Ardagh Metal Packaging S.A.

Registration Statement on Form F-4

File No. 333-254005

Dear Mr. Stickel:

Reference is made to the Registration Statement on Form F-4 (File No. 333-254005) filed by Ardagh Metal Packaging S.A. (the “Company”) with the U.S. Securities and Exchange Commission on March 8, 2021, as amended (the “Registration Statement”).

The Company hereby requests the Registration Statement be made effective at 9:00 a.m., Eastern Time, on July 7, 2021, or as soon as possible thereafter, in accordance with Rule 461 under the Securities Act of 1933, as amended.

Once the Registration Statement is effective, please confirm effectiveness with our counsel, Shearman & Sterling LLP, by calling Richard B. Alsop at (212) 848-7333.

[Signature Page Follows]

R.C.S. Luxembourg: B 251465

Very truly yours,

Ardagh Metal Packaging   S.A.

By:

/s/ Oliver Graham

Name:

Oliver Graham

Title:

Chief Executive Officer

cc: Torsten Schoen, Chief Legal Officer & Company Secretary, Ardagh Group S.A.

Mark Stone, Chief Executive Officer and President, Gores Holdings V, Inc.

Richard B. Alsop, Esq., Shearman & Sterling LLP

James R. Griffin, Esq., Weil, Gotshal & Manges LLP

CORRESP
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June 22, 2021

  VIA EDGAR

U.S. Securities and Exchange Commission
 Division of Corporation Finance
 Office of Manufacturing
 100 F Street, N.E.
 Washington, D.C. 20549
 Attention: John Stickel

Ref.:

Ardagh Metal Packaging S.A.

Amendment   No. 2 to Registration Statement on Form F-4

Filed June 1, 2021

File No. 333-254005

Dear Mr. Stickel:

On behalf of Ardagh Metal Packaging S.A. (the “Company”), we are providing this letter in response to the comments of the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”) contained in its letter dated June 21, 2021 (the “Comment Letter”) regarding the Company’s Amendment No. 2 to Registration Statement on Form F-4 (the “Registration Statement”), which was filed with the Commission on June 1, 2021. The Company is today filing with the Commission Amendment No. 3 to the Registration Statement (“Amendment No. 3”) reflecting, among other things, the revisions set forth below.

For your convenience, we have reproduced below in italics the text of the Comment Letter, followed by the Company’s response. Capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Registration Statement. Page references included in the Company’s responses are to those contained in Amendment No. 3.

Amendment No. 2 to Form F-4 filed June 1, 2021

General

1.                                      We note the statement on page F-69 that “the Company will not redeem its public shares of common stock in an amount that would cause its net tangible assets to be less than $5,000,001.” Please reconcile this with the fact that the Gores Holdings V, Inc. balance sheet on page F-61 indicates that all 52,500,000 shares of Class A Common Stock are subject to possible redemption. As an additional matter confirm that Gores Holdings V, Inc. will meet its obligation under Securities Act Rule 419 to maintain net tangible assets in excess of $5,000,000.

Response:  Pursuant to Section 9.2 of GHV’s second amended and restated certificate of incorporation, all of the 52,500,000 shares of GHV Class A Common Stock sold as part of the GHV Units in the IPO contain a redemption feature, which provides each holder of such shares with the opportunity to have their shares redeemed upon the consummation of  an initial business combination transaction, such as the Business Combination. However, as also provided in that section, in no event is GHV permitted to effectuate a redemption of GHV Class A Common Stock to the extent such redemption would result in GHV’s failure to have net tangible assets in excess of $5 million. Nevertheless, management of GHV determined that because each share of GHV Class A Common Stock may be submitted by the holders for redemption and GHV has no control over which share of GHV Class A Common Stock it would redeem, all outstanding shares of GHV Class A Common Stock should be classified as temporary equity in accordance with SEC and the Staff’s guidance on redeemable equity instruments.  This guidance, which has been codified in ASC 480-10-S99, provides that redemption provisions not solely within the control of GHV require common stock subject to redemption to be classified outside of permanent equity. GHV’s management notes that this view is analogous to ASC 480-10-25-6(b), which states the following:

480-10-25-6

In determining if an instrument is mandatorily redeemable, all terms within a redeemable instrument shall be considered. The following items do not affect the classification of a mandatorily redeemable financial instrument as a liability:

a.              A term extension option

b.              A provision that defers redemption until a specified liquidity level is reached [emphasis added]

c.               A similar provision that may delay or accelerate the timing of a mandatory redemption.

Accordingly, despite the accounting treatment of the shares of GHV Class A Common Stock, the statement that GHV will not redeem its public shares in an amount that would cause its net tangible assets to be less than $5,000,001 is accurate, as GHV is not permitted to do that under its second amended and restated certificate of incorporation.  Additionally, GHV confirms that, for so long as it is required to do so, it will comply with Rule 419 of the Securities Act.

Committees of the Board of Directors, page 207

2.                                      Please discuss the extent of the board’s and the audit committee’s role in overseeing cybersecurity risk management.

Response:  The Company respectfully advises the Staff that the Company currently operates under the risk management framework of its parent company, Ardagh Group S.A. (“AGSA”).  AGSA’s framework of risk management oversight as described below is being replicated by the Company, effective upon consummation of the Merger.

In response to the Staff’s comment, the disclosure on page 208 of Amendment No. 3 has been revised.  The Company respectfully advises the Staff that AGSA’s audit committee, which reports regularly to the board of directors, is responsible for the oversight of AGSA’s risk management function, including in respect of IT and cybersecurity risk management.  Specifically, the audit committee ensures that AGSA maintains an enterprise risk management function, which is steered by AGSA’s enterprise risk management committee, comprised of executive directors of AGSA, the business unit CEOs and functional leads with relevant expertise, with a view to (a) ensuring the robust assessment of established and potential enterprise risks, (b) setting up proper procedures to identify emerging risks in a timely manner, and (c) ensuring there is a comprehensive and systematic approach to evaluating, mitigating and monitoring such risks.  Further, the audit committee is responsible for oversight of AGSA’s compliance function, which is steered by AGSA’s compliance committee, comprised of functional leads with relevant expertise, including from the legal, risk, IT and accounting functions, with a view to overseeing the implementation of the AGSA Code of Conduct, including its IT services and anti-fraud policies.  Additionally, the audit committee reviews periodic reports of the enterprise risk management committee and the compliance committee, including reports on cybersecurity-related matters. The audit committee also reviews reports of the internal audit function in relation to risk management, including the company’s defenses and preparedness for cyberattacks.  Further, the Chief IT Officer and the Group IT Director Information and Cyber Security report to the board of directors on the IT environment and related cybersecurity risks.

2

Recent Developments, page 230

3.                                      We note your disclosure about the recently experienced cybersecurity incident. Please tell us if this incident materially affected your products, services, relationships with customers or competitive conditions. If so, confirm that you will disclose any related costs or other consequences in MD&A and reflect any material impact on your financial condition in your financial statements and accompanying notes. We note your disclosure that Ardagh Group’s IT team has been working to assess and remediate the impact of the event, that systems are being progressively brought back online securely in a phased manner, and that you are in the early stage of investigating this incident. Please confirm that you will update your disclosure as appropriate to discuss the magnitude of any material incident and its consequences, any steps taken to remediate the incident or mitigate harm, and whether there is any potential liability for damages. Also, tell us whether management has identified deficiencies in the company’s disclosure controls and procedures, related to this incident, that would render them ineffective.

Response:  In response to the Staff’s comment, the disclosure on pages 230 and 231 of Amendment No. 3 has been revised.  Further, the Company respectfully advises the Staff that the Company does not believe that the cybersecurity incident materially affected its products, services, relationships with customers or competitive conditions.  As disclosed in the Registration Statement, production at all of the Company’s manufacturing facilities has continued to operate throughout the period of this incident and its remediation and, while the Company has experienced some shipping delays as a result of this incident, principally in Europe, products have continued to be shipped to customers. Alternative solutions, including manual workarounds, have been implemented to address certain other processes that have been affected, including certain supply chain operations, enabling the Company to continue to respond to its customers’ needs.

Additionally, as disclosed in the Registration Statement, the Company maintains appropriate insurance in respect of a wide range of risks, including in respect of IT incidents, and the Company has entered into a letter agreement with AGSA dated May 21, 2021, under which AGSA has agreed to indemnify AMPSA and its subsidiaries for certain losses arising from this incident as described in the Registration Statement in the section entitled “Certain AMPSA Relationships and Related Person Transactions—Indemnification Letter Agreement.” As disclosed on pages 230 and 231 of Amendment No. 3, this cybersecurity incident is likely to give rise to some deferral or loss of revenue to the Company, as well as to incremental costs, in the current quarter and, at a diminishing rate, in subsequent quarters.  However, as a result of, among other things, the Company’s right to be indemnified by AGSA for losses as incurred by the Company resulting from this cybersecurity incident, as well as the Company’s right to recover under existing insurance policies, we do not expect this incident to have an effect on the operating results or financial position of the Company.

The Company confirms that management has not identified any deficiencies in the Company’s disclosure controls and procedures, related to this incident, that would render them ineffective. The Company also confirms that the investigation of the incident is ongoing and that it will in the future, to the extent material, update its disclosure, as appropriate, to discuss the magnitude of any material incident and its consequences, any steps taken to remediate the incident or mitigate harm, and whether there is any potential liability for damages.

3

******************

We thank you for your prompt attention to this submission.  We hope the foregoing answers are responsive to your comments.  If you have any questions or require any additional information with respect to the above, please do not hesitate to contact me at (212) 848-7333.

Very   truly yours,

/s/   Richard B. Alsop, Esq.

cc:                                Oliver Graham, Chief Executive Officer, Ardagh Metal Packaging S.A.

Mark Stone, Chief Executive Officer and President, Gores Holdings V, Inc.

James R. Griffin, Esq., Weil, Gotshal & Manges LLP

4

United States securities and exchange commission logo
June 21, 2021
Oliver Graham
Chief Executive Officer
Ardagh Metal Packaging S.A.
56, rue Charles Martel
L-2134 Luxembourg
Luxembourg
Re:Ardagh Metal Packaging S.A.
Amendment No. 2 to
Registration Statement on Form F-4
Filed June 1, 2021
File No. 333-254005
Dear Mr. Graham:
            We have reviewed your amended 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 amending your registration statement and providing the
requested information.  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 any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our April 2, 2021 letter.
Amendment No. 2 to Form F-4 filed June 1, 2021
General
1.We note the statement on page F-69 that "the Company will not redeem its public shares
of common stock in an amount that would cause its net tangible assets to be less than
$5,000,001."  Please reconcile this with the fact that the Gores Holdings V, Inc. balance
sheet on page F-61 indicates that all 52,500,000 shares of Class A Common Stock are
subject to possible redemption.  As an additional matter confirm that Gores Holdings V,
Inc. will meet its obligation under Securities Act Rule 419 to maintain net tangible assets
in excess of $5,000,000.

 FirstName LastNameOliver Graham
 Comapany NameArdagh Metal Packaging S.A.
 June 21, 2021 Page 2
 FirstName LastName
Oliver Graham
Ardagh Metal Packaging S.A.
June 21, 2021
Page 2
Committees of the Board of Directors, page 207
2.Please discuss the extent of the board’s and the audit committee’s role in overseeing
cybersecurity risk management.
Recent Developments, page 230
3.We note your disclosure about the recently experienced cybersecurity incident.  Please tell
us if this incident materially affected your products, services, relationships with customers
or competitive conditions.  If so, confirm that you will disclose any related costs or other
consequences in MD&A and reflect any material impact on your financial condition in
your financial statements and accompanying notes.  We note your disclosure that Ardagh
Group's IT team has been working to assess and remediate the impact of the event, that
systems are being progressively brought back online securely in a phased manner, and that
you are in the early stage of investigating this incident.  Please confirm that you will
update your disclosure as appropriate to discuss the magnitude of any material incident
and its consequences, any steps taken to remediate the incident or mitigate harm, and
whether there is any potential liability for damages.  Also, tell us whether management
has identified deficiencies in the company’s disclosure controls and procedures, related to
this incident, that would render them ineffective.
            You may contact Myra Moosariparambil at 202-551-3796 or Raj Rajan at 202-551-3388
if you have questions regarding comments on the financial statements and related
matters.  Please contact John Stickel at 202-551-3324 or John Dana Brown at 202-551-3859 with
any other questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

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April 9, 2021

VIA EDGAR

U.S. Securities and Exchange Commission
 Division of Corporation Finance
 Office of Manufacturing
 100 F Street, N.E.
 Washington, D.C. 20549
 Attention: John Stickel

Ref.:                     Ardagh Metal Packaging S.A.

Registration Statement on Form F-4

Filed March 8, 2021

File No. 333-254005

Dear Mr. Stickel:

On behalf of Ardagh Metal Packaging S.A. (the “Company”), we are providing this response letter in response to the comments of the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”) contained in its letter dated April 2, 2021 (the “Comment Letter”) regarding the Company’s Registration Statement on Form F-4 (the “Registration Statement”), which was originally filed with the Commission on March 8, 2021. The Company is today filing with the Commission Amendment No. 1 to the Registration Statement (“Amendment No. 1”) reflecting, among other things, the revisions set forth below.

For your convenience, we have reproduced below in italics the text of the Comment Letter, followed by the Company’s response. Capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Registration Statement. Page references included in the Company’s responses are to those contained in Amendment No. 1.

General, page i

1.                                      Please briefly disclose in the Notice of Special Meeting section following the Cover Page, as well as in any other pertinent section of the registration statement, the two proposals as described on page 176 that make up the Governance Proposal. Also, discuss the compulsory share transfer provision on page 5 in the Summary Term Sheet section and on page 17 in the Q&A related to the Governance Proposal. Further, clarify in these respective sections that since AGSA will own approximately 80% of the outstanding AMPSA Shares upon completion of the merger, it will have the right to invoke the compulsory share transfer provision included in AMPSA’s Articles of Association.

Response:  In response to the Staff’s comment, the disclosure on the cover page of the preliminary proxy statement, in the Notice of Special Meeting section following such cover page and on pages 5, 6, 11, 15, 18, 48, 118 and 182 of Amendment No. 1 has been revised.

Market and Industry Data, page 3

2.                                      Please advise whether the data provided by Smithers Pira was obtained from a market report commissioned by you. If so, please file a consent pursuant to Rule 436 of the Securities Act as an exhibit to your registration statement or explain to us why this is not required.

Response:  The Company respectfully advises the Staff that the industry and sector data provided by Smithers Pira was sourced from a market report by Smithers Pira that was not commissioned by the Company.

What happens if the Merger Proposal is not approved?, page 18

3.                                      Please revise to clarify here, if true, that you may amend your certificate of incorporation to extend your business combination deadline. We note your related disclosure on page 28 and in the risk factor on page 92. If there are reasons why you cannot or will not seek shareholder approval to extend such deadline, please state why. Please add similar clarification elsewhere in your filing where you mention the August 10, 2022 deadline.

Response:  The Company respectfully advises the Staff that GHV’s certificate of incorporation may be amended by the board of directors of GHV, including to extend the business combination deadline, but that any such amendment would require the adoption of such amendment by the affirmative vote of the holders of 65% of all then outstanding shares of the GHV Common Stock. In response to the Staff’s comment, the disclosure on pages 19, 24, 25, 29, 50, 52, 94, 96, 120 and 125 of Amendment No. 1 has been revised.

2

What vote is required to approve the proposals presented at the Special Meeting?, page 18

4.                                      Please revise to discuss the minimum percentage of GHV Common Stock held by Public Stockholders that may need to vote in favor of the Merger Proposal in order to approve the proposal. In that regard we note that your Initial Stockholders have agreed to vote their shares of GHV Common Stock in favor of the Merger Proposal.

Response:  In response to the Staff’s comment, the disclosure in Notice of Special Meeting section following the cover page of the preliminary proxy statement and on pages 19, 49 and 119 of Amendment No. 1 has been revised.

Shareholders Agreement, page 36

5.                                      We note your disclosure that so long as Ardagh Group holds at least 40% of the outstanding shares in AMPSA, Ardagh Group will have the right to approve certain material actions to be taken by AMPSA. Please clarify what these “material actions” are under this agreement.

Response:  In response to the Staff’s comment, the disclosure on pages 38 and 158 of Amendment No. 1 has been revised.

Organizational Structure, page 43

6.                                      We note your disclosure on page 45 that the diagram shows the pro forma ownership percentages and structure of AMPSA immediately following the consummation of the PIPE and the merger. However, the diagram does not appear to show the anticipated ownership percentages. Please reconcile the diagram here and on page 144 to include the anticipated ownership percentages following the merger or advise.

Response:  In response to the Staff’s comment, the disclosure on pages 47 and 150 of Amendment No. 1 has been revised.

Unaudited Pro Forma Condensed Combined Financial Information

Transaction Accounting Adjustments (assuming No Redemption)

Adjustment (9), page 108

7.                                      Please disclose the number of AMPSA shares issued in exchange for GHV Class A common Stock and Class F common stock. In addition, provide a note detailing the AMPSA shares issued in the Business Combination and related transactions, reconciling to weighted average AMPSA shares outstanding disclosed on page 110, under both the scenarios-assuming no redemption and maximum redemption.

Response:  In response to the Staff’s comment, the disclosure on page 108 of Amendment No. 1 has been revised.

3

Adjustment (15) and Adjustment (19), page 109

8.                                      We note your disclosure that the difference in the estimated fair value of equity instruments, i.e. shares and warrants issued by AMPSA, over the fair value of identifiable net assets of GHV represents a service for listing of the AMPSA shares. Please provide the computations of cost of service for listing AMPSA shares under both the scenarios- assuming no redemption and maximum redemption.

Response:  In response to the Staff’s comment, the disclosure on pages 112 and 113 of Amendment No. 1 has been revised. The Company respectfully advises the Staff that the date used to determine the market prices of the GHV shares and warrants for purposes of the calculation upon which the preliminary cost of services is based will be brought forward in the effective Registration Statement.

Background of the Business Combination, page 122

9.                                      Please expand the disclosure in this section to include a more detailed description of the negotiations surrounding the material terms of the merger agreement and the other agreements related to the business combination. For example, please specify which of the parties recommended the initial consideration, explain how that amount was determined, and describe how the consideration changed over the course of the negotiations until the parties arrived at the final consideration amount. Please provide similar disclosure with respect to the form and mix of consideration and the adjustments thereto, the earn-out right, and the material terms of the PIPE agreements and the services agreement. See Item 14(b)(7) of Schedule 14A.

Response:  In response to the Staff’s comment, the disclosure on pages 128 through 133 of Amendment No. 1 has been revised to provide more robust disclosure surrounding the negotiations of the Business Combination Agreement, the Subscription Agreements and the Services Agreement.

10.                               We note your disclosure on page 123 that, during a November 30, 2020 virtual meeting, Mr. Stone conveyed to Mr. Coulson “how a potential business combination involving the Company and AMPSA would be structured, including that GHV contemplated raising additional equity capital from private investors in connection with a potential business combination.” Please expand your disclosure to explain whether you considered any alternative financing arrangements, and, if so, why you ultimately determined to pursue the PIPE Investment.

Response:  In response to the Staff’s comment, the disclosure on page 127 of Amendment No. 1 has been revised.

11.                               Please clarify the role played by Deutsche Bank in the discussions leading to the Business Combination. We note it participated in a virtual meeting on December 29, 2020, began undertaking additional diligence of the AMP Business and began the preparation of the investor presentation with respect to the Potential Private Placement on January 5, 2021, and participated in frequent telephonic conferences and virtual meetings to discuss the

4

status and progress of the Potential Private Placement between January 26, 2021 and February 19, 2021.

Response:  In response to the Staff’s comment, the disclosure on page 128 of Amendment No. 1 has been revised.

Certain Financial Projections Provided to GHV’s Board, page 136

12.                               We note your attempt to limit reliance on the disclosed financial projections in the first paragraph of this section, as well as the first paragraph and third to last paragraph on page 137. Although you may place the disclosed information in appropriate context, by disclosing underlying assumptions and discussing the purposes for which the information was prepared, because this information constitutes public disclosure, you may not limit reliance in this way. Please revise to remove broad limitations on reliance.

Response:  In response to the Staff’s comment, the disclosure on pages 142 and 143 of Amendment No. 1 has been revised.

The Business Combination Agreement

The Structure of the Business Combination, page 142

13.                               We note that AMPSA intends to incur indebtedness in an amount that would yield net proceeds of not less than $2,315,000,000 and have an aggregate principal amount of no more than $2,800,000,000. Please disclose the material terms, quantitatively if known, resulting in the difference between the net proceeds and the principal.

Response:  The Company respectfully advises the Staff that it is a condition to GHV’s obligation to consummate the Merger that AMPSA has completed the Debt Financing, which is defined in the Business Combination Agreement as a debt financing that generates net proceeds of at least $2,315,000,000 and results in the incurrence of indebtedness in an aggregate principal amount of no more than $2,800,000,000.  $2,315,000,000 is the amount that was required under the Business Combination Agreement to be paid to Ardagh Group on the date the AMP Business was transferred to subsidiaries of AMPSA, and the $2,800,000,000 amount was the agreed amount of maximum debt financing that AMPSA could incur before the closing of the Merger.  $485,000,000, the difference between the amount that was paid to Ardagh Group on April 1, 2021, the date that the AMP Business was transferred to subsidiaries of AMPSA, and the balance of the proceeds of the Debt Financing before related fees and related expenses, will be retained by AMPSA and used to pay the costs and expenses incurred by Ardagh Group, AMPSA and GHV in connection with the Transactions and for other corporate purposes of AMPSA as set forth under the Sources and Uses for the Business Combination section beginning on page 178 of Amendment No. 1.  The Company completed the Notes Offering, which constitutes the Debt Financing, on March 12, 2021, incurring indebtedness in an aggregate principal amount of approximately $2.8 billion. In response to the Staff’s comment, the disclosure on the cover page of the preliminary proxy statement and pages 10, 12, 34 and 148 of Amendment No. 1 has been revised and updated to reflect the completion of the Notes Offering.

5

Our Competitive Strengths, page 181

14.                               Please expand your disclosure to describe how you have significantly diversified your customer base in North America and define what constitutes a “specialty” can. Please also clarify the “high degree of indirect ownership” the Chairman has in the Company.

Response:   In response to the Staff’s comment, the disclosure on pages 188 and 189 of Amendment No. 1 has been revised.

AMPSA Management’s Discussion and Analysis of Financial Condition and Results of Operations

Operating Results, page 203

15.                               Please expand your disclosures of income tax expense to discuss the changes in the effective tax rate from period to period and correspondingly the significant factors that impacted the rate from period to period. Please quantify the material factors disclosed as well as whether the material factors impacting the effective tax rate are expected to have a continuing impact. Please specifically disclose whether you are aware of any reasons why the effective tax rate in the historical financial statements may not be indicative of your expected effective tax rate in future periods.

Response:  In response to the Staff’s comment, the disclosure on pages 211, 213 and 214 of Amendment No. 1 has been revised.

******************

We thank you for your prompt attention to this submission.  We hope the foregoing answers are responsive to your comments.  If you have any questions or require any additional information with respect to the above, please do not hesitate to contact me at (212) 848-7333.

Very   truly yours,

/s/   Richard B. Alsop, Esq.

cc:                                Oliver Graham, Chief Executive Officer, Ardagh Metal Packaging S.A.

Mark Stone, Chief Executive Officer and President, Gores Holdings V, Inc.

James R. Griffin, Esq., Weil, Gotshal & Manges LLP

6

United States securities and exchange commission logo
April 2, 2021
Oliver Graham
Chief Executive Officer
Ardagh Metal Packaging S.A.
56, rue Charles Martel
L-2134 Luxembourg
Luxembourg
Re:Ardagh Metal Packaging S.A.
Registration Statement on Form F-4
Filed March 8, 2021
File No. 333-254005
Dear Mr. Graham:
            We have reviewed your 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 amending your registration statement and providing the
requested information.  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 any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Form F-4 filed March 8, 2021
General, page i
1.Please briefly disclose in the Notice of Special Meeting section following the Cover Page,
as well as in any other pertinent section of the registration statement, the two proposals as
described on page 176 that make up the Governance Proposal.  Also, discuss the
compulsory share transfer provision on page 5 in the Summary Term Sheet section and on
page 17 in the Q&A related to the Governance Proposal.  Further, clarify in these
respective sections that since AGSA will own approximately 80% of the outstanding
AMPSA Shares upon completion of the merger, it will have the right to invoke the
compulsory share transfer provision included in AMPSA's Articles of Association.

 FirstName LastNameOliver Graham
 Comapany NameArdagh Metal Packaging S.A.
 April 2, 2021 Page 2
 FirstName LastNameOliver Graham
Ardagh Metal Packaging S.A.
April 2, 2021
Page 2
Market and Industry Data, page 3
2.Please advise whether the data provided by Smithers Pira was obtained from a market
report commissioned by you.  If so, please file a consent pursuant to Rule 436 of the
Securities Act as an exhibit to your registration statement or explain to us why this is not
required.
What happens if the Merger Proposal is not approved?, page 18
3.Please revise to clarify here, if true, that you may amend your certificate of incorporation
to extend your business combination deadline.  We note your related disclosure on page
28 and in the risk factor on page 92.  If there are reasons why you cannot or will not seek
shareholder approval to extend such deadline, please state why.  Please add similar
clarification elsewhere in your filing where you mention the August 10, 2022 deadline.
What vote is required to approve the proposals presented at the Special Meeting?, page 18
4.Please revise to discuss the minimum percentage of GHV Common Stock held by Public
Stockholders that may need to vote in favor of the Merger Proposal in order to approve
the proposal.  In that regard we note that your Initial Stockholders have agreed to vote
their shares of GHV Common Stock in favor of the Merger Proposal.
Shareholders Agreement, page 36
5.We note your disclosure that so long as Ardagh Group holds at least 40% of the
outstanding shares in AMPSA, Ardagh Group will have the right to approve certain
material actions to be taken by AMPSA.  Please clarify what these "material actions" are
under this agreement.
Organizational Structure, page 43
6.We note your disclosure on page 45 that the diagram shows the pro forma ownership
percentages and structure of AMPSA immediately following the consummation of the
PIPE and the merger.  However, the diagram does not appear to show the
anticipated ownership percentages.  Please reconcile the diagram here and on page 144 to
include the anticipated ownership percentages following the merger or advise.
Unaudited Pro Forma Condensed Combined Financial Information
Transaction Accounting Adjustments (assuming No Redemption)
Adjustment (9), page 108
7.Please disclose the number of AMPSA shares issued in exchange for GHV Class A
common Stock and Class F common stock.  In addition, provide a note detailing the
AMPSA shares issued in the Business Combination and related transactions, reconciling
to weighted average AMPSA shares outstanding disclosed on page 110, under both the
scenarios-assuming no redemption and maximum redemption.

 FirstName LastNameOliver Graham
 Comapany NameArdagh Metal Packaging S.A.
 April 2, 2021 Page 3
 FirstName LastNameOliver Graham
Ardagh Metal Packaging S.A.
April 2, 2021
Page 3
Adjustment (15) and Adjustment (19), page 109
8.We note your disclosure that the difference in the estimated fair value of equity
instruments, i.e. shares and warrants issued by AMPSA, over the fair value of identifiable
net assets of GHV represents a service for listing of the AMPSA shares.  Please provide
the computations of cost of service for listing AMPSA shares under both the scenarios-
assuming no redemption and maximum redemption.
Background of the Business Combination, page 122
9.Please expand the disclosure in this section to include a more detailed description of the
negotiations surrounding the material terms of the merger agreement and the other
agreements related to the business combination.  For example, please specify which of the
parties recommended the initial consideration, explain how that amount was determined,
and describe how the consideration changed over the course of the negotiations until the
parties arrived at the final consideration amount.  Please provide similar disclosure with
respect to the form and mix of consideration and the adjustments thereto, the earn-out
right, and the material terms of the PIPE agreements and the services agreement.  See Item
14(b)(7) of Schedule 14A.
10.We note your disclosure on page 123 that, during a November 30, 2020 virtual meeting,
Mr. Stone conveyed to Mr. Coulson “how a potential business combination involving the
Company and AMPSA would be structured, including that GHV contemplated raising
additional equity capital from private investors in connection with a potential business
combination.”  Please expand your disclosure to explain whether you considered any
alternative financing arrangements, and, if so, why you ultimately determined to pursue
the PIPE Investment.
11.Please clarify the role played by Deutsche Bank in the discussions leading to the Business
Combination.  We note it participated in a virtual meeting on December 29, 2020, began
undertaking additional diligence of the AMP Business and began the preparation of the
investor presentation with respect to the Potential Private Placement on January 5, 2021,
and participated in frequent telephonic conferences and virtual meetings to discuss the
status and progress of the Potential Private Placement between January 26, 2021 and
February 19, 2021.
Certain Financial Projections Provided to GHV's Board, page 136
12.We note your attempt to limit reliance on the disclosed financial projections in the first
paragraph of this section, as well as the first paragraph and third to last paragraph on page
137.  Although you may place the disclosed information in appropriate context, by
disclosing underlying assumptions and discussing the purposes for which the information
was prepared, because this information constitutes public disclosure, you may not limit
reliance in this way. Please revise to remove broad limitations on reliance.

 FirstName LastNameOliver Graham
 Comapany NameArdagh Metal Packaging S.A.
 April 2, 2021 Page 4
 FirstName LastName
Oliver Graham
Ardagh Metal Packaging S.A.
April 2, 2021
Page 4
The Business Combination Agreement
The Structure of the Business Combination, page 142
13.We note that AMPSA intends to incur indebtedness in an amount that would yield net
proceeds of not less than $2,315,000,000 and have an aggregate principal amount of no
more than $2,800,000,000.  Please disclose the material terms, quantitatively if known,
resulting in the difference between the net proceeds and the principal.
Our Competitive Strengths, page 181
14.Please expand your disclosure to describe how you have significantly diversified your
customer base in North America and define what constitutes a "specialty" can.  Please also
clarify the "high degree of indirect ownership" the Chairman has in the Company.
AMPSA Managment's Discussion and Analysis of Financial Condition and Results of
Operations
Operating Results, page 203
15.Please expand your disclosures of income tax expense to discuss the changes in the
effective tax rate from period to period and correspondingly the significant factors that
impacted the rate from period to period.  Please quantify the material factors disclosed as
well as whether the material factors impacting the effective tax rate are expected to have a
continuing impact.  Please specifically disclose whether you are aware of any reasons why
the effective tax rate in the historical financial statements may not be indicative of your
expected effective tax rate in future periods.
            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.
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            You may contact Myra Moosariparambil at 202-551-3796 or Raj Rajan at 202-551-3388
if you have questions regarding comments on the financial statements and related matters. Please
contact John Stickel at 202-551-3324 or John Dana Brown at 202-551-3859 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing