SecProbe.io

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 Document BofA Securities, Inc. As representative of the several Underwriters c/o BofA Securities, Inc. One Bryant Park New York, New York 10036 VIA EDGAR March 10, 2025 U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: Ms. Cara Wirth Re:      Amentum Holdings, Inc. (the “ Company ”)  Registration Statement on Form S-1 (File No. 333-285663)  Dear Ms. Wirth: Pursuant to Rule 461 of the Rules and Regulations of the U.S. Securities and Exchange Commission (the “ Commission ”) under the Securities Act of 1933, as amended (the “ Securities Act ”), the undersigned, as representative of the several underwriters (collectively, the “ Underwriters ”), of the proposed public offering of the Company’s common stock, hereby joins with the Company’s request that the effective date of the Registration Statement on Form S-1 (File No. 333-285663) (the “ Registration Statement ”) be accelerated so that the same will be declared effective at 5:00 p.m., Eastern Time, on March 11, 2025, or as soon thereafter as is practicable. Pursuant to Rule 460 of the Rules and Regulations of the Commission under the Securities Act, we wish to advise you that as of the date hereof we expect to distribute as many copies of the preliminary prospectus as appears to be reasonable to secure adequate distribution of the preliminary prospectus to prospective Underwriters, institutional investors, dealers and others. The undersigned, as representative of the several Underwriters, advises that it has complied and will continue to comply, and that it has been informed by the participating Underwriters and dealers that they have complied and will continue to comply, with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended. [ Remainder of Page Intentionally Left Blank ] Very truly yours, As Representative of the several Underwriters BOFA SECURITIES, INC. By: /s/ Andrew Chassin   Name: Andrew Chassin   Title: Managing Director [Signature Page to Acceleration Request by Underwriters]

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 Document AMENTUM HOLDINGS, INC. 4800 Westfields Blvd., Suite #400 Chantilly, Virginia 20151 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, NE Washington, D.C. 20549 Attention:    Ms. Cara Wirth Amentum Holdings, Inc. Registration Statement on Form S-1 File No. 333-285663 March 10, 2025 Dear Ms. Wirth: Pursuant to Rule 461 of the General Rules and Regulations of the Securities and Exchange Commission (the “ Commission ”) under the Securities Act of 1933, as amended (the “ Securities Act ”), Amentum Holdings, Inc. (the “ Company ”) hereby requests that the effective date of the above-referenced Registration Statement be accelerated so that the Registration Statement, as then amended, will become effective under the Securities Act at 5:00 p.m. (New York City time) on March 11, 2025 or as soon thereafter as practicable, or at such other time as the Company or its outside counsel, Cravath, Swaine & Moore LLP, request by telephone that such Registration Statement be declared effective. In connection with this request, the Company acknowledges its obligations under the Securities Act. *** It would be appreciated if, as soon as the Registration Statement is declared effective, you would so inform Ryan Patrone at (212) 474-1280. The Company hereby authorizes Mr. Patrone to orally modify or withdraw this request for acceleration. Very truly yours, AMENTUM HOLDINGS, INC. By: /s/ Paul W. Cobb, Jr. Name: Paul W. Cobb, Jr. Title: Senior Vice President, Legal & Corporate Secretary [Signature Page to the Company’s Acceleration Request]

January 24, 2025
John Heller
Chief Executive Officer
Amentum Holdings, Inc.
4800 Westfields Blvd., Suite #400
Chantilly, VA 20151
Re:Amentum Holdings, Inc.
Draft Registration Statement on Form S-1
Submitted January 22, 2025
CIK No. 0002011286
Dear John Heller:
            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 Cara Wirth at 202-551-7127 with any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:Ryan Patrone

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CORRESP

 September 16, 2024

Division of Corporation Finance

 Office of Trade &
Services

 Securities and Exchange Commission

 100 F Street,
N.E.

 Washington, D.C. 20549-9303

Attention:
 Valeria Franks

 
 Rufus Decker

 
 Alyssa Wall

 
 Dietrich King

Re:
 Amazon Holdco Inc.

 
 Amendment No. 4 to Registration Statement on Form 10-12B

 
 Filed September 13, 2024

 
 File No. 001-42176

Ladies and Gentlemen:

 Reference is made to the
Registration Statement on Form 10 (File No. 001-42176) (as amended to date, the “Registration Statement”) filed by Amazon Holdco Inc. (the “Company”) with the U.S. Securities and
Exchange Commission (the “Commission”).

 Jacobs Solutions Inc. (“Jacobs”) has set the close of business on
September 23, 2024 as the record date for the distribution by Jacobs of the shares of the Company’s common stock (the “Shares”) as contemplated by the Registration Statement. Jacobs and the Company would like for the Shares to
commence trading on the New York Stock Exchange on a “when issued” basis on September 24, 2024. Accordingly, the Company hereby requests that the effectiveness of the Registration Statement be accelerated such that it be declared
effective as of 4:00 p.m., Eastern Time, on September 18, 2024, or as soon thereafter as practicable, pursuant to Section 12(d) of the Securities Exchange Act of 1934, as amended, and Rule 12d1-2
thereunder.

 It would be appreciated if, as soon as the Registration Statement is declared effective, you would so inform the
Company’s counsel, Alan J. Fishman of Sullivan & Cromwell LLP, at (212) 558-4113, with written confirmation sent by email to fishmana@sullcrom.com and to the Company by mail, when
practicable, to the address listed on the cover of the Registration Statement.

 * * * * * *

Sincerely,

 /s/ Kevin C. Berryman

Kevin C. Berryman

Chief Financial Officer

Amazon Holdco Inc.

cc:
 Justin C. Johnson, Jacobs Solutions Inc.

Priya Howell, Jacobs Solutions Inc.

Patrick S. Brown, Sullivan & Cromwell LLP

Alan J. Fishman, Sullivan & Cromwell LLP

Karessa L. Cain, Wachtell, Lipton, Rosen & Katz

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CORRESP

 September 9, 2024

Division of Corporation Finance

 Office of Trade &
Services

 Securities and Exchange Commission

 100 F Street,
N.E.

 Washington, D.C. 20549-9303

Attention:

Valeria Franks

Rufus Decker

Alyssa Wall

Dietrich King

Re: 

Amazon Holdco Inc.

Amendment No. 2 to Registration Statement on Form 10-12B

Filed August 26, 2024

File No. 001-42176

 Ladies and Gentlemen:

This letter responds to the comment letter (the “Comment Letter”) from the Staff (the “Staff”) of the Securities and
Exchange Commission (the “Commission”), dated September 5, 2024, concerning Amendment No. 2 to Registration Statement on Form 10-12B (the “Registration Statement”)
of Amazon Holdco Inc. (the “Company”).

 The following is the Company’s response to the Comment Letter. As a result of the
revisions to the Registration Statement, some page references have changed. The page references in the comments refer to page numbers of the Information Statement attached as Exhibit 99.1 to the Registration Statement filed on August 26, 2024,
and page references in the responses refer to page numbers in the Information Statement (the “Information Statement”) attached as Exhibit 99.1 to Amendment No. 3 to the Registration Statement on Form 10 filed on the date hereof
(the “Amended Registration Statement”).

 Amendment No. 2 to Registration Statement on Form
10-12B

 Unaudited Pro Forma Condensed Combined Financial Information, page 93

1.
 Prior to effectiveness, please give pro forma effect, if material, to the transition services agreement, tax
matters agreement and other agreements being entered into in conjunction with the separation and merger transactions. If material terms in these agreements will not be finalized prior to effectiveness, please also tell us why not.

 Company Response: The Company respectfully acknowledges the Staff’s comment and advises the Staff that the
Company has determined that the transition services agreement, tax matters agreement and other agreements to be entered into in

connection with the separation, distribution and merger transactions are not expected to result in any material incremental recurring income or expenses to Combined Co following the consummation
of the separation and distribution and the merger (relative to the income and expenses allocated to the SpinCo Business in the preparation of its historical combined financial statements). Accordingly, no adjustments have been made to the unaudited
pro forma condensed combined financial information presented in the Amended Registration Statement. The Company has revised the disclosure on page 94 of the Amended Registration Statement.

Note 4 - Effects of the Separation and Distribution, page 103

2.
 We read your response to prior comment 3 and the related changes to your filing disclosures. Please also
disclose here and on page 112 that the pro forma adjustments related to the Jacobs RSU transactions are not material, if true. Otherwise, include these adjustments in your pro forma financial statements using assumptions as of the most recent
practicable date.

 Company Response: The Company respectfully acknowledges the Staff’s comment. The
Company has determined that, assuming current market assumptions, the pro forma adjustments related to the treatment of the Jacobs RSUs in the transactions would not be material to the unaudited pro forma condensed combined financial information
presented in the Amended Registration Statement, and accordingly has revised the disclosure on pages 103 and 113 of the Amended Registration Statement.

* * * * * *

 -2-

 Should any member of the Staff have any questions or comments with respect to the enclosed materials, please
do not hesitate to contact Patrick S. Brown at (310) 712-6603 or Alan J. Fishman at (212) 558-4113.

Sincerely,

 /s/ Kevin C. Berryman

Kevin C. Berryman

Chief Financial Officer

Amazon Holdco Inc.

cc:
 Justin C. Johnson, Jacobs Solutions Inc.

Priya Howell, Jacobs Solutions Inc.

Patrick S. Brown, Sullivan & Cromwell LLP

Alan J. Fishman, Sullivan & Cromwell LLP

Karessa L. Cain, Wachtell, Lipton, Rosen & Katz

 -3-

September 5, 2024
Bob Pragada
Chief Executive Officer
Amazon Holdco Inc.
600 William Northern Blvd
Tullahoma, Tennessee 37388
Re:Amazon Holdco Inc.
Amendment No. 2 to Registration Statement on Form 10-12B
Filed August 26, 2024
File No. 001-42176
Dear Bob Pragada:
            We have reviewed your filing 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.
Amendment No. 2 to Registration Statement on Form 10-12B
Unaudited Pro Forma Condensed Combined Financial Information, page 93
1.Prior to effectiveness, please give pro forma effect, if material, to the transition services
agreement, tax matters agreement and other agreements being entered into in conjunction
with the separation and merger transactions. If material terms in these agreements will not
be finalized prior to effectiveness, please also tell us why not.
Note 4 - Effects of the Separation and Distribution, page 103
2.We read your response to prior comment 3 and the related changes to your filing
disclosures. Please also disclose here and on page 112 that the pro forma adjustments
related to the Jacobs RSU transactions are not material, if true. Otherwise, include
these adjustments in your pro forma financial statements using assumptions as of the most
recent practicable date.

September 5, 2024
Page 2
            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 Valeria Franks at 202-551-7705 or Rufus Decker at 202-551-3769 if you
have questions regarding comments on the financial statements and related matters. Please
contact Alyssa Wall at 202-551-8106 or Dietrich King at 202-551-8071 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:Alan J. Fishman

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CORRESP

 August 26, 2024

Division of Corporation Finance

 Office of Trade &
Services

 Securities and Exchange Commission

 100 F Street,
N.E.

 Washington, D.C. 20549-9303

Attention:
 Valeria Franks

 
 Rufus Decker

 
 Alyssa Wall

 
 Dietrich King

Re:
 Amazon Holdco Inc.

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

 
 Filed August 5, 2024

 
 File No. 001-42176

Ladies and Gentlemen:

 This letter responds to
the comment letter (the “Comment Letter”) from the Staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”), dated August 21, 2024, concerning Amendment No. 1 to Registration Statement
on Form 10-12B (the “Registration Statement”) of Amazon Holdco Inc. (the “Company”).

The following is the Company’s response to the Comment Letter. As a result of the revisions to the Registration Statement, some page
references have changed. The page references in the comments refer to page numbers of the Information Statement attached as Exhibit 99.1 to the Registration Statement filed on August 5, 2024, and page references in the responses refer to
page numbers in the Information Statement (the “Information Statement”) attached as Exhibit 99.1 to Amendment No. 2 to the Registration Statement on Form 10 submitted on the date hereof (the “Amended Registration
Statement”).

 Registration Statement on Form 10-12B

Risk Factors

 Risks Related to Our Common Stock

 Our amended and restated certificate of incorporation will designate certain courts…, page 70

1.
 We note your disclosure that your exclusive forum provision “does not apply to claims brought under the
Exchange Act.” However, Article Nine of your Amended and Restated Certificate of Incorporation of Amazon Holdco Inc. does not exclude claims under the Exchange Act. Please revise to address the discrepancy.

Company Response: The Company respectfully acknowledges the Staff’s comment and has revised Section 1 of Article Nine of the
Amended and Restated Certificate of Incorporation at page 8 of Exhibit 3.1 to the Amended Registration Statement in response to the Staff’s comment.

Unaudited Pro Forma Condensed Combined Financial Information

Unaudited Pro Forma Condensed Combined Balance Sheet, page 96.

2.
 Please revise the pro forma balance sheet to reflect the new capital structure of the registrant (i.e.,
common stock and preferred stock) and disclose the number of shares authorized, issued and outstanding on a pro forma basis.

Company Response: The Company respectfully acknowledges the Staff’s comment and has made revisions to both the Capitalization table
on page 88 of the Amended Registration Statement and the pro forma financial statements disclosure on pages 96 through 99 of the Amended Registration Statement to align formats between the two disclosures in the Amended Registration Statement
in response to the Staff’s comment.

 Note 7 – Earnings per Share, page 112

3.
 We read your response to prior comment 5 and the updated disclosure on page 103 stating no pro forma
adjustments related to Jacobs RSUs were made to the pro forma financials as this amount is not material. However, disclosure on page 112 appears to suggest that effect of Jacobs RSUs cannot be reasonably estimated and depends on several
factors. Please revise for consistency.

 Company Response: The Company respectfully acknowledges the
Staff’s comment and has revised the disclosure on page 103 of the Amended Registration Statement in response to the Staff’s comment to clarify that the pro forma adjustments do not include the effect of SpinCo common stock issued in
respect of the acceleration of Jacobs RSUs, since the number, and expense associated with, such shares cannot be reasonably estimated and will depend on several factors, including the record date for the distribution, the distribution date and
volatility in, and the prevailing prices of, shares of SpinCo common stock and Jacobs common stock. The Company also respectfully advises that certain share numbers, as well as certain information tied to those share numbers, remain blank at this
time as such information is dependent upon the distribution ratio and other factors not yet determined, which will be included in a subsequent filing.

General

4.
 We note your disclosure regarding the amendments to the Amentum credit facilities and finance agreements,
including but not limited to the new Amentum credit agreement and new SpinCo credit agreement. As appropriate, please file forms of these agreements as exhibits to the registration statement or tell us why you are not required to do so. Refer to
Item 601(b)(10) of Regulation S-K

 Company Response: The
Company respectfully acknowledges the Staff’s comment and refers the Staff to the Company’s response to Comment No. 6 in the Company’s Comment Response Letter, dated May 10, 2024, with respect to the SpinCo Commitment
Letter. As discussed with the Staff, the Company is not party to, or subject to the terms of, the definitive documentation for indebtedness of Amentum, including the Amentum notes and the existing Amentum credit facilities, until closing of the
transactions. As discussed with the Staff, and as noted in the prior comment letter response (and on pages 258 and 259 of the Amended Registration Statement), once the Company becomes party to the definitive documentation related to material
indebtedness of Amentum that is in effect at or after the closing of the transactions, the Company will file that documentation as an exhibit to a Current Report on Form 8-K in connection with the closing of
the transactions.

 * * * * * *

 -2-

 Should any member of the Staff have any questions or comments with respect to the enclosed materials, please
do not hesitate to contact Patrick S. Brown at (310) 712-6603 or Alan J. Fishman at (212) 558-4113.

Sincerely,

/s/ Kevin C. Berryman

Kevin C. Berryman

Chief Financial Officer

Amazon Holdco Inc.

cc:
 Justin C. Johnson, Jacobs Solutions Inc.

 
 Priya Howell, Jacobs Solutions Inc.

 
 Patrick S. Brown, Sullivan & Cromwell LLP

 
 Alan J. Fishman, Sullivan & Cromwell LLP

 
 Karessa L. Cain, Wachtell, Lipton, Rosen & Katz

 -3-

August 21, 2024
Bob Pragada
Chief Executive Officer
Amazon Holdco Inc.
600 William Northern Blvd
Tullahoma, Tennessee 37388
Re:Amazon Holdco Inc.
Amendment No.1 to Registration Statement on Form 10-12B
Filed August 5, 2024
File No. 001-42176
Dear Bob Pragada:
            We have reviewed your filing 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 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
Risk Factors
Risks Related to Our Common Stock
Our amended and restated certificate of incorporation will designate certain courts..., page 70
1.We note your disclosure that your exclusive forum provision "does not apply to claims
brought under the Exchange Act." However, Article Nine of your Amended and Restated
Certificate of Incorporation of Amazon Holdco Inc. does not exclude claims under the
Exchange Act. Please revise to address the discrepancy.
Unaudited Pro Forma Condensed Combined Financial Information
Unaudited Pro Forma Condensed Combined Balance Sheet, page 96
2.Please revise the pro forma balance sheet to reflect the new capital structure of the
registrant (i.e., common stock and preferred stock) and disclose the number of shares
authorized, issued and outstanding on a pro forma basis.

August 21, 2024
Page 2
Note 7 - Earnings per Share, page 112
3.We read your response to prior comment 5 and the updated disclosure on page 103 stating
no pro forma adjustments related to Jacobs RSUs were made to the pro forma financials
as this amount is not material. However, disclosure on page 112 appears to suggest that
effect of Jacobs RSUs cannot be reasonably estimated and depends on several
factors. Please revise for consistency.
General
4.We note your disclosure regarding the amendments to the Amentum credit facilities and
finance agreements, including but not limited to the new Amentum credit agreement and
new SpinCo credit agreement. As appropriate, please file forms of these agreements as
exhibits to the registration statement or tell us why you are not required to do so. Refer to
Item 601(b)(10) of Regulation S-K.
            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 Valeria Franks at 202-551-7705 or Rufus Decker at 202-551-3769 if you
have questions regarding comments on the financial statements and related matters. Please
contact Alyssa Wall at 202-551-8106 or Dietrich King at 202-551-8071 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

CORRESP
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CORRESP

 August 5, 2024

Division of Corporation Finance

 Office of Trade &
Services

 Securities and Exchange Commission

 100 F Street,
N.E.

 Washington, D.C. 20549-9303

Attention:
 Valeria Franks

Rufus Decker

 Alyssa Wall

Dietrich King

Re:
 Amazon Holdco Inc.

Registration Statement on Form 10-12B

Filed July 15, 2024

File No. 001-42176

Ladies and Gentlemen:

 This letter responds to
the comment letter (the “Comment Letter”) from the Staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”), dated July 25, 2024, concerning Registration Statement on Form 10-12B (the “Registration Statement”) of Amazon Holdco Inc. (the “Company”).

The following is the Company’s response to the Comment Letter. As a result of the revisions to the Registration Statement, some page
references have changed. The page references in the comments refer to page numbers of the Information Statement attached as Exhibit 99.1 to the Registration Statement filed on July 15, 2024, and page references in the responses refer to page
numbers in the Information Statement (the “Information Statement”) attached as Exhibit 99.1 to Amendment No.1 to the Registration Statement on Form 10 filed on the date hereof (the “Amended Registration Statement”).

Although the Amended Registration Statement includes financial statements for the SpinCo Business and Amentum and pro forma financial
information as of and for the six months ended March 29, 2024, the Company intends to include such financial statements and information as of and for the nine months ended June 28, 2024, before effectiveness of the Registration Statement.

Registration Statement on Form 10-12B

Information Statement Summary

 Our Competitive
Advantage, page 14

1.
 When you discuss pro forma amounts here and elsewhere in the filing, please label them as such, rather than
calling them revenue and adjusted EBITDA (e.g., page 14) or combined basis revenue (e.g., pages 15, 27, 31, 33, 41 and 43). Amounts labeled as pro forma should be computed in accordance with Article 11 of Regulation
S-X. If any of these amounts are not computed in accordance with Article 11, please tell us why not. Also, present, discuss and provide a reconciliation to the comparable measure/ratio of pro forma net (loss)
income attributable to common stockholders, when you present and discuss a pro forma adjusted EBITDA measure/ratio. Refer to Questions 100.05 and 102.10 of the Non-GAAP Financial Measures Compliance and
Disclosure Interpretations.

 Company Response: The Company respectfully acknowledges the Staff’s comment
and has revised the disclosure on page 14 of the Amended Registration Statement to remove pro forma adjusted EBITDA in response to the Staff’s comment, as (i) the Company does not view these as material and (ii) the Company cannot produce the
most directly comparable GAAP metric at this time, as the Company does not allocate interest and similar items by contract. In addition, the Company has revised the description of pro forma revenue, and related percentages, on pages 14, 15, 27, 31,
33, 41 and 43 of, as well as elsewhere in, the Amended Registration Statement to clarify that pro forma revenue has been computed in accordance with Article 11 of Regulation S-X.

 Risk Factors

Risk Related to Our Common Stock

 Amentum Equityholder
is expected to own a significant percentage of our common stock, page 67

2.
 To provide additional information to investors, please disclose the number of Amentum Equityholder nominees
for the board of directors who must be independent. If there is no set number, please provide the method or formula by which the number will be determined.

Company Response: The Company respectfully acknowledges the Staff’s comment and has revised the disclosure on page 68, 217 and
246 of the Amended Registration Statement in response to the Staff’s comment.

 Capitalization, page 88

3.
 Please revise to reflect the new capital structure of the registrant (i.e., common stock, additional paid-in capital and retained earnings) and disclose the number of shares authorized, issued and outstanding on a pro forma basis.

Company Response: The Company respectfully acknowledges the Staff’s comment and has revised the disclosure on page 88 of the
Amended Registration Statement in response to the Staff’s comment. The Company also respectfully advises that certain share numbers, as well as certain information tied to those share numbers, remain blank at this time as such information is
dependent upon the distribution ratio and other factors not yet determined, which will be included in a subsequent filing.

 Summary Historical
Financial Data of Amentum, page 91

4.
 Please also provide cash flow information for the three month periods ended March 29, 2024 and
March 31, 2023.

 Company Response: The Company respectfully acknowledges the Staff’s comment and
does not believe the cash flow information for the three month periods ended March 29, 2024 and March 31, 2023 is required under Rule 3-02(b) of Regulation
S-X. Rule 3-02(b) of Regulation S-X requires statements of cash flows for any interim period between the latest audited balance
sheet and the date of the most recent interim balance sheet being filed and for the corresponding period of the preceding fiscal year. Amentum and the SpinCo Business’ year-ends (and the date of their respective last audited balance sheets)
were September 29, 2023, and the Registration Statement included, and the Amended Registration Statement includes, statements of cash flows for the interim period from that date to the date of their most recent interim balance sheets, March 29,
2024. The Company notes that the financial statements of the SpinCo Business and Amentum for the six month periods ended March 29, 2024 and March 31, 2023 do not include, and the financial statements for the nine month periods ended June 28, 2024,
and June 30, 2023 will not include, cash flow information for the three month periods ended on such dates.

 Unaudited Pro Forma Condensed Combined
Financial Information Note 4—Effects of the Separation and Distribution, page 102.

5.
 Please revise your pro forma balance sheet, pro forma statements of operations and pro forma earnings per
share disclosures to give effect to the RSU transactions and disclose the date(s) used for calculating the related amounts. If the transactions are structured in such a manner that significantly different results may occur, provide additional pro
forma presentations which give effect to the range of possible results and assumptions used. Refer to Rule 11-02(a)(10) of Regulation S-X.

Company Response: The Company respectfully acknowledges the Staff’s comment and has revised the disclosure on pages 80 and 103
of the Amended Registration Statement in response to the Staff’s comment to provide additional disclosure regarding the treatment of RSUs in connection with the transactions. However, the Company has not revised the pro forma balance sheet, pro
forma statements of operations and pro forma earnings per share disclosure to give effect to this treatment because the Company determined that the incremental share-based compensation expense resulting from the treatment of the RSUs in the
transactions is immaterial to Combined Co, which is disclosed on page 103 of the Amended Registration Statement.

 -2-

 Note 5 – Merger Transaction Accounting Adjustments Estimated Preliminary Purchase Price, page 104.

6.
 Please disclose the date used for calculating the preliminary purchase price.

Refer to Rule 11-02(a)(8) of Regulation S-X.

Company Response: The Company respectfully acknowledges the Staff’s comment and has revised the disclosure on page 104 of the
Amended Registration Statement in response to the Staff’s comment.

 * * * * * *

 -3-

 Should any member of the Staff have any questions or comments with respect to the enclosed materials, please
do not hesitate to contact Patrick S. Brown at (310) 712-6603 or Alan J. Fishman at (212) 558-4113.

Sincerely,

 /s/ Kevin C. Berryman

Kevin C. Berryman

Chief Financial Officer

Amazon Holdco Inc.

cc:
 Justin C. Johnson, Jacobs Solutions Inc.

Priya Howell, Jacobs Solutions Inc.

Patrick S. Brown, Sullivan & Cromwell LLP

Alan J. Fishman, Sullivan & Cromwell LLP

Karessa L. Cain, Wachtell, Lipton, Rosen & Katz

 -4-

July 25, 2024
Bob Pragada
Chief Executive Officer
Amazon Holdco Inc.
600 William Northern Blvd
Tullahoma, Tennessee 37388
Re:Amazon Holdco Inc.
Registration Statement on Form 10-12B
Filed July 15, 2024
File No. 001-42176
Dear Bob Pragada:
            We have reviewed your filing 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 and any amendment you may file in response to this letter,
we may have additional comments.
Registration Statement on Form 10-12B
Information Statement Summary
Our Competitive Advantage, page 14
1.When you discuss pro forma amounts here and elsewhere in the filing, please label them
as such, rather than calling them revenue and adjusted EBITDA (e.g., page 14) or
combined basis revenue (e.g., pages 15, 27, 31, 33, 41 and 43). Amounts labeled as pro
forma should be computed in accordance with Article 11 of Regulation S-X. If any of
these amounts are not computed in accordance with Article 11, please tell us why not.
Also, present, discuss and provide a reconciliation to the comparable measure/ratio of pro
forma net (loss) income attributable to common stockholders, when you present and
discuss a pro forma adjusted EBITDA measure/ratio. Refer to Questions 100.05 and
102.10 of the Non-GAAP Financial Measures Compliance and Disclosure Interpretations.

July 25, 2024
Page 2
Risk Factors
Risk Related to Our Common Stock
Amentum Equityholder is expected to own a significant percentage of our common stock, page
67
2.To provide additional information to investors, please disclose the number of Amentum
Equityholder nominees for the board of directors who must be independent. If there is no
set number, please provide the method or formula by which the number will be
determined.
Capitalization, page 88
3.Please revise to reflect the new capital structure of the registrant (i.e., common stock,
additional paid-in capital and retained earnings) and disclose the number of shares
authorized, issued and outstanding on a pro forma basis.
Summary Historical Financial Data of Amentum, page 91
4.Please also provide cash flow information for the three month periods ended March 29,
2024 and March 31, 2023.
Unaudited Pro Forma Condensed Combined Financial Information
Note 4 - Effects of the Separation and Distribution, page 102
5.Please revise your pro forma balance sheet, pro forma statements of operations and pro
forma earnings per share disclosures to give effect to the RSU transactions and disclose
the date(s) used for calculating the related amounts. If the transactions are structured in
such a manner that significantly different results may occur, provide additional pro forma
presentations which give effect to the range of possible results and assumptions used.
Refer to Rule 11-02(a)(10) of Regulation S-X.
Note 5 - Merger Transaction Accounting Adjustments
Estimated Preliminary Purchase Price, page 104
6.Please disclose the date used for calculating the preliminary purchase price. Refer to Rule
11-02(a)(8) of Regulation S-X.
            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 Valeria Franks at 202-551-7705 or Rufus Decker at 202-551-3769 if you
have questions regarding comments on the financial statements and related matters. Please
contact Alyssa Wall at 202-551-8106 or Dietrich King at 202-551-8071 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

CORRESP
1
filename1.htm

CORRESP

 July 15, 2024  

Division of Corporation Finance

 Office of Trade &
Services

 Securities and Exchange Commission

 100 F Street,
N.E.

 Washington, D.C. 20549-9303

Attention:

Valeria Franks

Rufus Decker

Alyssa Wall

Dietrich King

Re: 

Amazon Holdco Inc.

Amendment No.1 to the Draft Registration Statement on Form 10

Submitted May 10, 2024

CIK No. 0002011286

 Ladies and Gentlemen:

This letter responds to the comment letter (the “Comment Letter”) from the Staff (the “Staff”) of the Securities and
Exchange Commission (the “Commission”), dated June 4, 2024, concerning Amendment No. 1 to the Draft Registration Statement on Form 10 (the “First Amended Draft Registration Statement”) of Amazon Holdco Inc.
(the “Company”).

 The following is the Company’s response to the Comment Letter. As a result of the revisions to the First
Amended Draft Registration Statement, some page references have changed. The page references in the comments refer to page numbers of the Information Statement attached as Exhibit 99.1 to the First Amended Draft Registration Statement submitted on
May 10, 2024, and page references in the responses refer to page numbers in the Information Statement (the “Information Statement”) attached as Exhibit 99.1 to the Registration Statement on Form 10 submitted on the date hereof
(the “Registration Statement”).

 Amendment No. 1 to Draft Registration Statement on Form 10

Unaudited Pro Forma Condensed Combined Financial Information, page 92

1.
 Please revise the pro forma balance sheet to reflect the new capital structure of the registrant (i.e.,
common stock, additional paid-in capital and retained earnings) and disclose the number of shares authorized, issued and outstanding on a pro forma basis. Also, revise the pro forma statements of operations to
present earnings per share information.

 Company Response: The Company respectfully acknowledges the
Staff’s comment and has revised the disclosure on pages 95, 96, 97 and 98 of the Registration Statement in response to the Staff’s comment in connection with incorporating pro forma financial information in the Registration Statement.

Description of the SpinCo Business, Our Market Opportunities, page 102

2.
 We note your response to prior comment 3. In order to provide additional context to investors, please revise
this section to more clearly indicate the revenue you derive from each of the listed core capability markets. For example, where you discuss the budget requests of government entities with which you have worked in the past, please provide disclosure
regarding the value of your prior or current agreements with such entity. Our concern is that, without the requested additional context, the budget request amounts could be misunderstood by some investors to suggest that such amounts are what you
anticipate receiving as revenue.

 Company Response: The Company respectfully acknowledges the Staff’s
comment and has revised the disclosure on pages 115 and 116 of the Registration Statement in response to the Staff’s comment.

 The
budget and appropriation information of our government customers included in the information statement represent the maximum addressable spending for our services and provide context for the size and potential growth of our operations. While we
intend to increase our penetration of these government customers over time, we cannot predict the ultimate penetration we will be able to achieve with these customers. Accordingly, we have included in the Registration Statement the percentage of
revenue each end market comprises of our total revenues for fiscal year 2023.

 Management’s Discussion and Analysis of Financial Condition and
Results of Operations of the SpinCo Business, Non-GAAP Measures, page 139

3.
 Please disclose in greater detail here and on page 153 the reasons why you believe each specific non-GAAP measure presented provides useful information to investors. Refer to Item 10(e)(1)(i)(C) and (D) of Regulation S-K.

Company Response: The Company respectfully acknowledges the Staff’s comment and has revised the disclosure on pages 152 and 166 of
the Registration Statement in response to the Staff’s comment.

4.
 You disclose here and on page 153 that adjusted net revenues are defined as GAAP revenues less non-labor direct billable expenses. You then reconcile from GAAP revenues to adjusted net revenues by deducting pass-through revenues, which is inconsistent with your earlier definition. Please advise or revise.
Also, tell us and disclose (a) the average profit margin on non-labor direct billable expenses in each period presented and (b) how any profit margin on
non-labor direct billable expenses is treated in arriving at adjusted net revenues, adjusted EBITDA and adjusted EBITDA margin. In doing so, also explain your rationale for this treatment.

 Company Response: The Company respectfully acknowledges the Staff’s comment. After further
consideration, the Company has decided to no longer present “Adjusted Net Revenues,” and has removed the measure from the Registration Statement.

* * * * * *

 -2-

 Should any member of the Staff have any questions or comments with respect to the enclosed materials, please
do not hesitate to contact Patrick S. Brown at (310) 712-6603 or Alan J. Fishman at (212) 558-4113.

Sincerely,

 /s/ Kevin C. Berryman

Kevin C. Berryman

Chief Financial Officer

Amazon Holdco Inc.

cc:
 Justin C. Johnson, Jacobs Solutions Inc.

Priya Howell, Jacobs Solutions Inc.

Patrick S. Brown, Sullivan & Cromwell LLP

Alan J. Fishman, Sullivan & Cromwell LLP

Karessa L. Cain, Wachtell, Lipton, Rosen & Katz

 -3-

United States securities and exchange commission logo
June 4, 2024
Bob Pragada
Chief Executive Officer
Amazon Holdco Inc.
600 William Northern Blvd
Tullahoma, Tennessee 37388
Re:Amazon Holdco Inc.
Amendment No. 1 to Draft Registration Statement on Form 10
Submitted May 10, 2024
CIK No. 0002011286
Dear Bob Pragada:
            We have reviewed your amended draft registration statement and have the following
comment(s).
            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 a comment applies to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to this letter and your amended
draft registration statement or filed registration statement, we may have additional
comments. Unless we note otherwise, any references to prior comments are to comments in our
April 4, 2024 letter.
Amendment No. 1 to Draft Registration Statement on Form 10
Unaudited Pro Forma Condensed Combined Financial Information, page 92
1.Please revise the pro forma balance sheet to reflect the new capital structure of the
registrant (i.e., common stock, additional paid-in capital and retained earnings) and
disclose the number of shares authorized, issued and outstanding on a pro forma basis.
Also, revise the pro forma statements of operations to present earnings per share
information.

 FirstName LastNameBob Pragada
 Comapany NameAmazon Holdco Inc.
 June 4, 2024 Page 2
 FirstName LastName
Bob Pragada
Amazon Holdco Inc.
June 4, 2024
Page 2
Description of the SpinCo Business
Our Market Opportunities, page 102
2.We note your response to prior comment 3. In order to provide additional context to
investors, please revise this section to more clearly indicate the revenue you derive
from each of the listed core capability markets. For example, where you discuss the
budget requests of government entities with which you have worked in the past, please
provide disclosure regarding the value of your prior or current agreements with such
entity. Our concern is that, without the requested additional context, the budget request
amounts could be misunderstood by some investors to suggest that such amounts are what
you anticipate receiving as revenue.
Management's Discussion and Analysis of Financial Condition and Results of Operations of the
SpinCo Business
Non-GAAP Measures, page 139
3.Please disclose in greater detail here and on page 153 the reasons why you believe each
specific non-GAAP measure presented provides useful information to investors. Refer to
Item 10(e)(1)(i)(C) and (D) of Regulation S-K.
4.You disclose here and on page 153 that adjusted net revenues are defined as GAAP
revenues less non-labor direct billable expenses. You then reconcile from GAAP revenues
to adjusted net revenues by deducting pass-through revenues, which is inconsistent with
your earlier definition. Please advise or revise. Also, tell us and disclose (a) the average
profit margin on non-labor direct billable expenses in each period presented and (b) how
any profit margin on non-labor direct billable expenses is treated in arriving at adjusted
net revenues, adjusted EBITDA and adjusted EBITDA margin. In doing so, also explain
your rationale for this treatment.
            Please contact Valeria Franks at 202-551-7705 or Rufus Decker at 202-551-3769 if you
have questions regarding comments on the financial statements and related matters. Please
contact Alyssa Wall at 202-551-8106 or Dietrich King at 202-551-8071 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Alan J. Fishman

United States securities and exchange commission logo
April 4, 2024
Bob Pragada
Chief Executive Officer
Amazon Holdco Inc.
600 William Northern Blvd
Tullahoma, Tennessee 37388
Re:Amazon Holdco Inc.
Draft Registration Statement on Form 10
Submitted March 7, 2024
CIK No. 0002011286
Dear Bob Pragada:
            We have reviewed your draft registration statement and have the following comment(s).
            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 a comment applies to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to this letter and your amended
draft registration statement or filed registration statement, we may have additional comments.
Draft Registration Statement on Form 10
Key Capabilities
Space Solutions, page 16
1.Please expand your disclosure regarding your space payload development and launch,
including clarifying or qualifying your statement that you are a leader in such space and
that you initiated a new era in the emerging field of SpaaS offerings.
Reasons for Jacobs' Retention of up to 8% of the Shares of SpinCo Common Stock, page 21
2.We note Jacobs' intention to distribute shares of SpinCo common stock to which it is
entitled in excess of 8% of the issued and outstanding shares following consummation of
the transaction. Please clarify the manner of such distribution, specifically whether it will
be made on a pro-rata basis to Jacobs' shareholders.

 FirstName LastNameBob Pragada
 Comapany NameAmazon Holdco Inc.
 April 4, 2024 Page 2
 FirstName LastName
Bob Pragada
Amazon Holdco Inc.
April 4, 2024
Page 2
Description of the SpinCo Business
Our Market Opportunities, page 98
3.To provide additional context to investors, please provide the percentages of your revenue
for previous periods related to each of your core capabilities and market opportunities.
Management's discussion and analysis of financial condition and results of operations of the
SpinCo business
Liquidity and Capital Resources, page 129
4.Your analysis of changes in operating cash flows references working capital performance.
Please quantify and disclose the underlying business reasons for changes in working
capital line items that materially affect your operating cash flows between periods,
including, but not limited to, the receivables and contract assets, net of contract liabilities
and accrued liabilities line items. Refer to Item 303 of Regulation S-K and SEC Release
No. 33-8350.
Management's discussion and analysis of financial condition and results of operations of the
Amentum business
Results of Operations for the Years Ended September 29, 2023, September 30, 2022 and October
1, 2021, page 135
5.In the discussion of year over year changes in revenues, you identify multiple factors as a
cause of a variance, with references to offsetting items in some cases, without
quantification. To the extent practicable, please quantify each factor cited so that investors
may understand the magnitude and relative impact of each on your results. Refer to Item
303(b) of Regulation S-K.
Description of Material Indebtedness, page 214
6.We note your disclosure regarding the SpinCo Commitment Letter and the Amentum
Commitment Letter. Please file the agreements as exhibits to the registration statement in
accordance with Item 601(b)(10) of Regulation S-K, or, in the alternative, tell us why you
do not believe you are required to do so.

 FirstName LastNameBob Pragada
 Comapany NameAmazon Holdco Inc.
 April 4, 2024 Page 3
 FirstName LastName
Bob Pragada
Amazon Holdco Inc.
April 4, 2024
Page 3
            Please contact Valeria Franks at 202-551-7705 or Rufus Decker at 202-551-3769 if you
have questions regarding comments on the financial statements and related matters. Please
contact Alyssa Wall at 202-551-8106 or Dietrich King at 202-551-8071 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Alan J. Fishman