SecProbe.io

CORRESP
 1
 filename1.htm

 Amrize Ltd
 Grafenauweg 8
 6300 Zug, Switzerland

 May 28, 2025

 VIA EDGAR

 Office of Technology
 Division of Corporation Finance
 United States Securities and Exchange Commission
 100 F Street, N.E.
 Washington, D.C. 20549

 Attn:

 SiSi Cheng

 Claire Erlanger

 Jay Ingram

 Thomas Jones

 Re:

 Acceleration Request for Amrize Ltd

 Registration Statement on Form 10-12B

 Amendment No. 1 Filed May 7, 2025

 File No. 001-42542

 CIK No. 0002035989

 Ladies and Gentlemen:

 Reference is made to the Registration Statement on Form 10-12B (File No. 001-42542) (as amended, the “ Registration Statement ”) filed by Amrize Ltd (the “ Company ”) with the United States Securities and Exchange Commission (the “ Commission ”).

 The Company hereby respectfully requests that the effective date of the Registration Statement be accelerated by the Commission to 4:00
 p.m., Eastern time, on May 30, 2025, or as soon as practicable thereafter, pursuant to Section 12(d) of the Securities Exchange Act of 1934, as amended, and Rule 12d1-2 promulgated thereunder.

 If the staff of the Commission has any questions or comments concerning this letter, or if you require any additional information, please
 contact Brandon Van Dyke of Skadden, Arps, Slate, Meagher & Flom LLP at (212) 735-3743 or brandon.vandyke@skadden.com. The Company requests that it be notified of the effectiveness of the Registration Statement by a telephone call to Mr. Van Dyke
 and that such effectiveness also be confirmed in writing.

 ***

 Office of Technology
 Division of Corporation Finance
 Securities and Exchange Commission
 May 28, 2025
 Page 2

 Very truly yours,

 Amrize Ltd

 /s/ Samuel J. Poletti

 Samuel J. Poletti

 Authorized Person

 cc:

 Brandon Van Dyke, Skadden, Arps, Slate, Meagher & Flom LLP

 David Goldschmidt, Skadden, Arps, Slate, Meagher & Flom LLP

 Samuel Cammer, Skadden, Arps, Slate, Meagher & Flom LLP

 Jeremy Winter, Skadden, Arps, Slate, Meagher & Flom LLP

 Urs Kägi, Bär & Karrer AG

 Lukas Studer, Director, Amrize Ltd

CORRESP
 1
 filename1.htm

 Amrize Ltd
 Grafenauweg 8
 6300 Zug, Switzerland

 May 21, 2025

 VIA EDGAR

 Office of Manufacturing
 Division of Corporation Finance
 United States Securities and Exchange Commission
 100 F Street, N.E.
 Washington, D.C. 20549

 Attn:

 SiSi Cheng

 Claire Erlanger

 Jay Ingram

 Thomas Jones

 Re:

 Amrize Ltd

 Amendment No. 1 to Registration Statement on Form 10-12B

 Filed May 7, 2025

 File No. 001-42542

 Ladies and Gentlemen:

 Amrize Ltd (the “ Company ”) hereby provides the response below to the comment received from the staff (the “ Staff ”)

 of the United States Securities and Exchange Commission (the “ Commission ”) set forth in the comment letter dated May 19, 2025 (the “ Comment

 Letter ”) with respect to the above-referenced Amendment No. 1 (“ Amendment No. 1 ”) to the Company’s Registration Statement on Form 10-12B (the “ Registration Statement ”).

 The heading and paragraph number in this letter correspond to the heading and paragraph number contained in the Comment Letter and, to facilitate the Staff’s review, we have reproduced the text of the Staff’s comment in
 italics below, with the page number reference therein corresponding to the page number in Amendment No. 1. Capitalized terms used but not defined herein have the meanings given to them in Amendment No. 1.

 Office of Manufacturing
 Division of Corporation Finance
 Securities and Exchange Commission
 May 21, 2025
 Page 2

 Amendment No. 1 to Registration Statement on Form 10-12B Filed May 7, 2025

 Exhibits

 1.

 Please tell us why you have not filed as exhibits the Framework Supply Agreement and the Manufacturing and Purchase Agreement mentioned on page 182.

 Response : The Company respectfully acknowledges the Staff’s comment and advises the Staff that the Framework Supply Agreement and the Manufacturing and Purchase Agreement are not material to the Company and the
 Company does not believe such agreements are required to be filed under Item 601(b)(10) of Regulation S-K.

 Framework Supply Agreement

 The Framework Supply Agreement will govern the relationship between the Company and Holcim pursuant to which the Company may purchase Holcim’s cement exports to the United States on an arm’s length basis and on market
 terms. The purpose of the Framework Supply Agreement is simply to provide the Company with an alternative supply of cementitious products in the event that the Company is unable to satisfy demand for cementitious products from its own production
 facilities. If the Framework Supply Agreement were terminated, the Company believes that it would have reasonable access to purchase cementitious products on similar terms from alternative sources, and that it would not be at a risk of inadequate
 supply of a key input. Accordingly, the Company believes that the Framework Supply Agreement is immaterial in significance.

 The Company also believes that the Framework Supply Agreement is immaterial in amount. The Company expects the purchases of cement products from Holcim under the Framework Supply Agreement to annually result in
 approximately $92.6 million of expenses for the Company and approximately $92.6 million of revenue for Holcim, which represents approximately 1% of the $8.6 billion cost of revenues (i.e., expenses) incurred by the Company during the year ended
 December 31, 2024. Given that the purpose of the Framework Supply Agreement is to provide the Company with a supply of cementitious products in order to satisfy demand from the Company’s customers, any expenses incurred by the Company pursuant to the
 Framework Supply Agreement are expected to be offset by revenue from such third-party customers.

 Office of Manufacturing
 Division of Corporation Finance
 Securities and Exchange Commission
 May 21, 2025
 Page 3

 Manufacturing and Purchase Agreement

 The Manufacturing and Purchase Agreement will govern the relationship between the Company and Holcim pursuant to which the Company will manufacture and sell to Holcim certain products related to the Company’s portfolio
 of residential and commercial building performance solutions — including roofing, wall and lining products — on an arm’s length basis and on market terms. The purpose of the Manufacturing and Purchase Agreement is to provide Holcim with the ability
 to purchase from the Company, and sell to its customers, certain products that will be manufactured only by the Company following the Spin-off. If the Manufacturing and Purchase Agreement were terminated, Holcim would be unable to offer these
 products to its customers (who are outside of the United States and Canada), but the Company would either sell these products to these customers outside of the United States and Canada on a direct basis or offset the lost revenue by repurposing a
 portion of its manufacturing capabilities. Accordingly, the Company believes that the Manufacturing and Purchase Agreement is immaterial in significance.

 The Company also believes that the Manufacturing and Purchase Agreement is immaterial in amount. The Company expects the Manufacturing and Purchase Agreement to result in revenue from Holcim of approximately $71.5
 million per year, which represents less than 1% of the $11.7 billion of revenue generated by the Company during the year ended December 31, 2024.

 ***

 Summaries of both the Framework Supply Agreement and the Manufacturing and Purchase Agreement were included in Amendment No. 1 in order to provide full disclosure of all relationships between the Company and Holcim.
 However, at the time each agreement becomes effective, Holcim will not be a security holder of the Company and the only relationships between Holcim and the Company will be those described in the Registration Statement.

 ***

 Office of Manufacturing
 Division of Corporation Finance
 Securities and Exchange Commission
 May 21, 2025
 Page 4

 We hope that the foregoing has been responsive to the Staff’s comment and look forward to resolving any outstanding issues as quickly as possible. Please direct any questions or comments regarding the foregoing to me at
 (212) 735-3743 or brandon.vandyke@skadden.com.

 Very truly yours,

 /s/ Brandon Van Dyke

 Brandon Van Dyke

 cc:

 David Goldschmidt, Skadden, Arps, Slate, Meagher & Flom LLP

 Samuel Cammer, Skadden, Arps, Slate, Meagher & Flom LLP

 Jeremy Winter, Skadden, Arps, Slate, Meagher & Flom LLP

 Urs Kägi, Bär & Karrer AG

 Lukas Studer, Director, Amrize Ltd

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 May 19, 2025

Jan Jenisch
Chairman Designate of the Amrize Board of Directors
Amrize Ltd
Grafenauweg 8
6300 Zug, Switzerland

 Re: Amrize Ltd
 Amendment No. 1 to Registration Statement on Form 10-12B
 Filed May 7, 2025
 File No. 001-42542
Dear Jan Jenisch:

 We have reviewed your amended filing and have the following comment.

 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 and any amendment you may file in
response to this
letter, we may have additional comments.

Amendment No. 1 to Registration Statement on Form 10-12B filed May 7, 2025
Exhibits

1. Please tell us why you have not filed as exhibits the Framework Supply
Agreement
 and the Manufacturing and Purchase Agreement mentioned on page 182.

 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.
 May 19, 2025
Page 2

 Please contact SiSi Cheng at 202-551-5004 or Claire Erlanger at
202-551-3301 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Thomas Jones at 202-551-3602 or Jay Ingram at 202-551-3397 with any
other
questions.

 Sincerely,

 Division of
Corporation Finance
 Office of
Manufacturing
cc: Brandon Van Dyke
</TEXT>
</DOCUMENT>

CORRESP
 1
 filename1.htm

 Amrize Ltd
 Grafenauweg 8
 6300 Zug, Switzerland

 May 7, 2025

 VIA EDGAR

 Office of Manufacturing
 Division of Corporation Finance
 United States Securities and Exchange Commission
 100 F Street, N.E.
 Washington, D.C. 20549

 Attn:

 SiSi Cheng

 Claire Erlanger
 Jay Ingram
 Thomas Jones

 Re:

 Amrize Ltd

 Registration Statement on Form 10-12B
 Filed February 28, 2025
 File No. 001-42542

 Ladies and Gentlemen:

 Amrize Ltd (the “ Company ”) hereby provides responses to the comments received from the staff (the “ Staff ”)

 of the United States Securities and Exchange Commission (the “ Commission ”) set forth in the comment letter dated March 13, 2025 (the “ Comment

 Letter ”) with respect to the above-referenced Company’s Registration Statement on Form 10-12B (the “ Registration Statement ”). In response to the comments set forth in the Comment
 Letter, the Company has revised the Registration Statement and simultaneously is submitting Amendment No. 1 to the Registration Statement (“ Amendment No. 1 ”) to the Commission.

 The headings and paragraph numbers in this letter correspond to those contained in the Comment Letter and, to facilitate the Staff’s review, we have reproduced the text of the Staff’s comments in italics below. Unless
 otherwise stated, all references to page numbers and captions correspond to the page numbers and captions in the Registration Statement. Capitalized terms used but not defined herein have the meanings given to them in Amendment No. 1.

 Form 10-12B Filed February 28, 2025

 Summary Historical and Unaudited Pro Forma Combined Financial Information, page 13

 1.

 Please revise the summary pro forma combined statement of operations to include earnings per share and weighted average shares on a pro forma basis.

 Response : The Company respectfully acknowledges the Staff’s comment and has included earnings per share and weighted average shares on a pro forma basis in the summary pro forma condensed combined statement of
 operations information on page 13 of Amendment No. 1.

 Office of Manufacturing
 Division of Corporation Finance
 Securities and Exchange Commission
 May 7, 2025
 Page 2

 Unaudited Pro Forma Combined Financial Information
 Notes to Unaudited Pro Forma Combined Financial Information, page 81

 2.

 Refer to footnotes (a), (b) and (c) for the pro forma adjustments to cash and cash equivalents and long-term debt. Please revise to present a reconciliation in tabular format of the multiple components
 that aggregate to the total pro forma balance sheet adjustments to cash and long-term debt, respectively.

 Response : The Company respectfully acknowledges the Staff’s comment and has revised footnote (c) on page 84 and page 85 of Amendment No. 1 to present reconciliations in tabular format of the treasury adjustments
 described in footnotes (a) and (c) that aggregate to the total pro forma balance sheet adjustments to Cash and cash equivalents and Long-term debt. There is no pro forma adjustment impact to Cash and cash equivalents and Long-term debt from the
 treasury adjustments described in footnote (b) based on the Company entering certain transactions prior to the March 31, 2025 balance sheet date.

 3.

 Refer to footnote (b). You disclose that the revolving credit facility is not expected to be utilized upon the completion of the Spin-Off. Please revise to also disclose whether the commercial paper program and
 the bridge loan are expected to be utilized upon the completion of the Spin-Off and how is the utilization reflected in the pro forma financial statements, if applicable.

 Response : The Company respectfully acknowledges the Staff’s comment and has revised the disclosure for footnote (b) on page 83 of Amendment No. 1 to state that the bridge loan and commercial paper program are not
 expected to be utilized upon the completion of the Spin-off. However, because the commercial paper program may be utilized depending on the Company’s cash position upon completion of the Spin-off, the disclosure has been expanded to include the
 potential impact of the issuance on Other current liabilities and Interest expense, net on the pro forma financial statements.

 ***

 Office of Manufacturing
 Division of Corporation Finance
 Securities and Exchange Commission
 May 7, 2025
 Page 3

 We hope that the foregoing has been responsive to the Staff’s comments and look forward to resolving any outstanding issues as quickly as possible. Please direct any questions or comments regarding the foregoing to me at
 (212) 735-3743 or brandon.vandyke@skadden.com.

 Very truly yours,

 /s/ Brandon Van Dyke

 Brandon Van Dyke

 cc:

 David Goldschmidt, Skadden, Arps, Slate, Meagher & Flom LLP

 Samuel Cammer, Skadden, Arps, Slate, Meagher & Flom LLP
 Jeremy Winter, Skadden, Arps, Slate, Meagher & Flom LLP

 Urs Kägi, Bär & Karrer AG
 Lukas Studer, Director, Amrize Ltd

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 March 13, 2025

Jan Jenisch
Chairman Designate of the Amrize Board of Directors
Amrize Ltd
Grafenauweg 8
6300 Zug, Switzerland

 Re: Amrize Ltd
 Registration Statement on Form 10-12B
 Filed February 28, 2025
 File No. 001-42542
Dear Jan Jenisch:

 We have reviewed your filing and have the following comments.

 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 and any amendment you may file in
response to this
letter, we may have additional comments.

Form 10-12B filed February 28, 2025
Summary Historical and Unaudited Pro Forma Combined Financial Information, page
13

1. Please revise the summary pro forma combined statement of operations to
include
 earnings per share and weighted average shares on a pro forma basis.
Unaudited Pro Forma Combined Financial Information
Notes to Unaudited Pro Forma Combined Financial Information, page 81

2. Refer to footnotes (a), (b) and (c) for the pro forma adjustments
 to cash and cash equivalents and long-term debt. Please revise to
present a
 reconciliation in tabular format of the multiple components that
aggregate to the
 total pro forma balance sheet adjustments to cash and long-term debt,
respectively.
3. Refer to footnote (b). You disclose that the revolving credit facility
is not expected to
 be utilized upon the completion of the Spin-Off. Please revise to also
disclose whether
 the commercial paper program and the bridge loan are expected to be
utilized upon
 the completion of the Spin-Off and how is the utilization reflected in
the pro forma
 March 13, 2025
Page 2

 financial statements, if applicable.
 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 SiSi Cheng at 202-551-5004 or Claire Erlanger at
202-551-3301 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Thomas Jones at 202-551-3602 or Jay Ingram at 202-551-3397 with any
other
questions.

 Sincerely,

 Division of
Corporation Finance
 Office of
Manufacturing
cc: Brandon Van Dyke
</TEXT>
</DOCUMENT>

December 20, 2024
Lukas Studer
Director
Evertect AG
Grafenauweg 10
6300 Zug, Switzerland
Re:Evertect AG
Amendment No. 2 to Draft Registration Statement on Form 10-12B
Submitted December 12, 2024
CIK No. 0002035989
Dear Lukas Studer:
            We have reviewed your amended 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.
Amendment No. 2 to Draft Registration Statement on Form 10-12B
Exhibit 99.1
Unaudited Pro Forma Condensed Combined Financial Information
Notes to Unaudited Pro Forma Condensed Combined Financial Information
Transaction Accounting Adjustments, page 79
1.Refer to Adjustment (e). Please identify the adjustment on the face of the pro forma
financial statements.
Refer to Adjustment (c). We note your disclosure that for this pro forma adjustment,
you have assumed for this purpose that holders of 20% of the bonds will not accept
the debt-for-debt exchange offer (and that holders of 80% of the bonds will accept the 2.

December 20, 2024
Page 2
debt-for-debt exchange offer), except for $50 million of bonds due in 2031, where
you have assumed that holders of 100% of the bonds will consent to an
issuer/guarantor substitution.  Please note that Rule 11-02(a)(10) of Regulation S-X
requires that if significantly different results may occur, you should provide additional
pro forma presentations which give effect to the range of possible results.  Please
advise or revise accordingly.
Autonomous Entity Adjustments, page 80
3.Refer to Adjustment (i). Please revise to discuss the material assumptions used and
how the amount was calculated or determined. See Rule 11-2(a)(11)(iii) of Regulation
S-X.
4.Refer to Adjustment (j). Please note that autonomous entity adjustments reflect
changes in your costs resulting from agreements in place. Changes in costs that are
not evidenced by agreements in place would ordinarily not be autonomous entity
adjustment. Tell us your basis for including one-time stand-up costs expected to be
incurred as autonomous entity adjustment.
Management Adjustments, page 80
5.We note your management adjustments include recurring costs required to operate
new functions as a public company. Please clarify whether these costs include costs
reflected in Adjustment (i) that are related to the Transition Services Agreement.

            You may contact SiSi Cheng at 202-551-5004 or Claire Erlanger at 202-551-3301 if
you have questions regarding comments on the financial statements and related
matters. Please contact Thomas Jones at 202-551-3602 or Jay Ingram at 202-551-3397 with
any other questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:Brandon Van Dyke

October 3, 2024
Lukas Studer
Director
Evertect AG
Grafenauweg 10
6300 Zug, Switzerland
Re:Evertect AG
Draft Registration Statement on Form 10-12B
Submitted September 6, 2024
CIK No. 0002035989
Dear Lukas Studer:
            We have reviewed your filing and have the following comments.
            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 and any amendment you may file in response to this letter,
we may have additional comments.
Draft Registration Statement on Form 10-12B submitted September 6, 2024
Cover Page
1.We note your disclosure here that you "intend to apply to list Company Shares on the (the
“Stock Exchange”)."  We also note your disclosure on page 5 that Parent may waive any
of the conditions for closing, one of which is that "The Stock Exchange will have
approved the listing of the Company' Shares, subject to official notice of issuance." Please
revise your cover page to clarify whether the spinoff is contingent upon The Stock
Exchange's approval of your listing application.

October 3, 2024
Page 2
Market and Industry Data, page iii
2.Your statements that: (i) the estimated market and industry data included in this
information statement is inherently uncertain and imprecise; and (ii) investors are
cautioned not to place undue reliance on such market and industry data or any other such
estimates may imply an inappropriate disclaimer of responsibility with respect to the
third-party information. Please either delete these statements or specifically state that you
are liable for such information.
Business Strategy, page 2
3.We note your disclosure on pages 2 and 92 that you "have a strategy of accelerated
growth to achieve our ambition of $20 billion in revenues and more than $5 billion of
Adjusted EBITDA by 2030." If you choose to retain these projections, please revise your
document to disclose management's reasonable basis for these projections. Also, disclose
any underlying assumptions, whether you have independent support for your projections,
and any uncertainties and limitations on your projections.  In addition, disclose net
income (loss) and earnings (loss) per share. For guidance, see Item 10 of Regulation S-K.
4.Please expand the appropriate section to discuss, if material, the "certain trading
operations" mentioned in the first paragraph on page F-9.
Our goodwill and long-lived assets represent a substantial amount of our total assets, page 26
5.Please expand the disclosure in this risk factor to state the percentage of goodwill
and intangible assets compared to your total assets.
U.S. shareholders may not be able to obtain judgments or enforce civil liabilities, page 37
6.Once you have identified your named executive officers and directors, please revise the
disclosure on page 37 to identify your officers and directors that are located outside of the
United States.  Also, include a separate "Enforceability" section addressing the challenges
of bringing actions and enforcing judgments and liabilities against such individuals.
If the Separation and Distribution, together with certain related transactions, page 42
7.Please revise here and on page 56 to clarify that the condition that you receive an opinion
from outside counsel is a waivable condition, if true.
Certain of our executive operators and directors may have actual or potential conflicts, page 43
8.You disclose that certain of your executive officers and directors may have actual or
potential conflicts of interest. Please briefly describe these actual or potential conflicts of
interest in more detail in an appropriate place in your registration statement.
Certain entities or assets that are part of the separation may not be transferred, page 45
You disclose that certain entities and assets may not be transferred prior to the distribution
because they are subject to foreign government or third-party approvals, and you cannot
assure such transfers will ultimately occur or not be delayed for an extended period of
time. Please describe more fully the entities and assets involved, as well as the foreign
government and third-party approvals that are required.
 9.

October 3, 2024
Page 3

Capitalization, page 67
10.Please revise your capitalization table to address the following:
•Separate the line item “cash and cash equivalents” with a double underline to clearly
separate it form your capitalization.
•Replace “total liabilities” with details of your long term debt and current maturities of
long term debt.
•Remove “total liabilities and equity” as that amount should be the same as "total
capitalization."
Management's Discussion and Analysis of Financial Condition and Results of Operations
Results of Operations, page 74
11.Please expand your disclosures to clearly communicate the extent to which your revenue
variances were impacted by changes in prices and by changes in sales volume. See the
related guidance in Item 303(b)(2)(iii) of Regulation S-K. For example, on page 79 you
disclose that the increase in Building Materials segment revenues in 2023 was mainly
attributable to improved organic growth in volumes in cement and aggregates and
improved price growth across most markets and product lines. Please separately quantify
the amount related to change in price versus change in volume. Additionally, please
quantify any offsetting factors, such as the decline in revenue from commercial roofing
systems in 2023 which offset the overall increase in Building Envelope segment revenues.
Intellectual Property, page 96
12.We note the disclosure in this section about trademarks and patents. Please expand your
disclosure to include a discussion of the duration and effects of your trademarks and
patents. See Item 101(c)(iii)(B) of Regulation S-K.

Legal Proceedings, page 100
13.Please tell us why the disclosure in this section does not mention the disclosure in Note 15
on page 43 of Holcim's 2024 Half-Year Report on Holcim's website.
Executive and Director Compensation, page 107
14.Please revise to provide the information for the fiscal year ended 2023 in your next
amendment, if you have identified your named executive officers and directors.
Tax Matters Agreement, page 111
15.Please revise to disclose the expected duration of the limitations you will be subject to as
a result of the Tax Matters Agreement. Please quantify the scope of the indemnification
obligations to Parent or otherwise supplement your disclosure to provide stockholders
with sufficient information to assess the materiality of these obligations.

October 3, 2024
Page 4
Notes to Combined Financial Statements
Note 3 - Revenue, page F-21
16.You disclose on page F-11 that a performance obligation may be satisfied at a point in
time, usually for promises to transfer goods, or over time, typically for promises to
transfer services or for construction-related activities. Please tell us how you considered
the guidance to disaggregate revenue into categories that depict how the nature, amount,
timing, and uncertainty of revenue and cash flows are affected by economic factors, e.g.,
type of revenue (i.e., product and service) and timing (i.e., at a point in time and over
time). Refer to ASC 606-10-50-5 and also see ASC 606- 10-55-89 through 91.
Note 8 - Goodwill and Intangible Assets, Net, page F-29
17.You disclose that based upon the results of the qualitative and quantitative assessments,
you concluded that the fair values of each of your reporting units as of December 31
2023, 2022, and 2022 were greater than their carrying values. Please revise to state
whether the fair values of your reporting units “substantially exceed” the respective
carrying values. To the extent any reporting unit fair values are not substantially in excess
of carrying values, please revise your Critical Accounting Policies and Estimates section
of MD&A to disclose the name(s) of the reporting unit(s), the percentage by which the
estimated fair value of the reporting unit(s) exceeded the carrying value, the amount of
goodwill allocated to the reporting unit(s), and whether the related goodwill is at risk of
impairment. Also provide a description of potential events and/or changes in
circumstances that could reasonably be excepted to negatively affect the key assumptions.
See guidance in Item 303(b)(3) of Regulation S-K.
Note 17. Commitments and Contingencies, page F-48
18.We note your disclosure on page F-48 that consistent with industry practice, the Company
provides warranties on many of its products. We also note the disclosure that you estimate
future warranty costs based on historical trends and product sales, but may fail to
accurately estimate those costs.  Please revise your notes to the financial statements to
include disclosures required by ASC 460-10-50-8, if material.
Exhibits
19.Please file material contracts required by Item 601(b)(10) of Regulation S-K as exhibits to
your registration statement, such as material debt financing transactions and material
commercial agreements.

General
20.The cross-reference sheet between the Information Statement and items of Form 10 omits
a number of sections of the Information Statement, such as the Questions and Answers
section.  Please revise to specifically incorporate by reference the sections.

We note that your Information Statement includes a number of blanks and references to
information that will be filed by amendment. Please fill in these blanks and missing
information with your next amendment or tell us why you are unable to do so and when 21.

October 3, 2024
Page 5
you expect to have this information. We may have further comments when we have
reviewed the additional disclosure.
            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 SiSi Cheng at 202-551-5004 or Claire Erlanger at 202-551-3301 if you
have questions regarding comments on the financial statements and related matters. Please
contact Thomas Jones at 202-551-3602 or Jay Ingram at 202-551-3397 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:Brandon Van Dyke