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CORRESP
 1
 filename1.htm

 CORRESP

 December 12, 2025
 VIA EDGAR United States Securities and Exchange
Commission Division of Corporation Finance 100 F Street,
N.E. Washington, D.C. 20549-3720

 Attention:
   Rucha Pandit
   Dietrich King

 Re:
 Andersen Group Inc.
 Registration Statement on Form S-1
 File No. 333-290415
 Request for Acceleration of Effective Date

 Requested Date:
 Requested Time:

 Tuesday, December 16, 2025 4:00
P.M. Eastern Time
 Ladies and Gentlemen: Pursuant
to Rule 461 under the Securities Act of 1933, as amended, Andersen Group Inc. (the “ Company ”) hereby requests that the above-referenced Registration Statement on Form S-1 (File No. 333-290415) (the “ Registration Statement ”) be declared effective at the “Requested Date” and “Requested Time” set forth above or at such later time as the Company
or its counsel may orally request via telephone call to the staff of the Division of Corporation Finance of the Securities and Exchange Commission. Once the Registration Statement has been declared effective, please orally confirm that event with
our counsel, Gunderson Dettmer Stough Villeneuve Franklin & Hachigian, LLP, by calling Jeffrey R. Vetter at (650) 462-5335.
 [Signature page follows]

 Securities and Exchange Commission
 December 12, 2025 Page 2

 Sincerely,

 Andersen Group Inc.

 By:

 /s/ Mark L. Vorsatz

 Chief Executive Officer Principal Executive
Officer
 cc: Jay K. Hachigian,
Gunderson Dettmer Stough Villeneuve Franklin & Hachigian, LLP Richard R. Hesp, Gunderson Dettmer Stough Villeneuve Franklin & Hachigian,
LLP Jeffrey R. Vetter, Gunderson Dettmer Stough Villeneuve Franklin & Hachigian, LLP
 Alexa Belonick, Gunderson Dettmer Stough Villeneuve Franklin & Hachigian, LLP
 Elena M. Vespoli, Gunderson Dettmer Stough Villeneuve Franklin & Hachigian, LLP
 Dave Peinsipp, Cooley LLP John McKenna, Cooley LLP
 Kristin VanderPas, Cooley LLP Denny Won, Cooley LLP

CORRESP
 1
 filename1.htm

 CORRESP

 December 12, 2025
 United States Securities and Exchange Commission Division of
Corporation Finance 100 F Street, N.E. Washington, DC 20549

 Attention:
 Rucha Pandit
   Dietrich King

 Re:
 Andersen Group Inc. (the “Registrant”)
 Registration Statement on Form S-1 (File
 No. 333-290415) Request for Acceleration
 Ladies and Gentlemen: Pursuant to Rule 460 of the General Rules
and Regulations under the Securities Act of 1933, as amended, we wish to advise that between December 8, 2025 and the date hereof, approximately 550 copies of the Preliminary Prospectus, dated December 8, 2025, were distributed to
prospective underwriters, institutional investors and prospective dealers in connection with the above-captioned Registration Statement, as amended. We
wish to advise you that the participating underwriters have informed us 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. We hereby join in the request of the Registrant that the effectiveness of the above-captioned Registration Statement, as amended, be accelerated
to 4:00 p.m. Eastern Time, on Tuesday, December 16, 2025, or as soon thereafter as practicable. [signature page follows]

 Very truly yours,

 MORGAN STANLEY & CO. LLC

 UBS SECURITIES LLC

 As representatives of the Underwriters

 MORGAN STANLEY & CO. LLC

 By:

 /s/ John Raines

 Name:

 John Raines

 Title:

 Vice President

 UBS SECURITIES LLC

 By:

 /s/ Austin Gobbo

 Name:

 Austin Gobbo

 Title:

 Director

 By:

 /s/ Gretchen Richter

 Name:

 Gretchen Richter

 Title:

 Associate Director
 [Signature Page to Acceleration Request Letter]

CORRESP
 1
 filename1.htm

 CORRESP

 November 19, 2025
 VIA EDGAR United States Securities and Exchange
Commission Division of Corporation Finance 100 F Street,
N.E. Washington, D.C. 20549

 Attention:

 James Giugliano

 Joel Parker

 Rucha Pandit

 Dietrich King

 Re:

 Andersen Group Inc.

 Registration Statement on Form S-1

 Filed September 19, 2025

 File No. 333-290415
 Ladies and Gentlemen:
 On behalf of Andersen Group Inc. (the “ Company ”), and in connection with the filing via EDGAR of Amendment No. 1
to its Registration Statement on Form S-1 (the “ Registration Statement ”), this letter responds to the comment set forth in the letter to the Company dated September 26, 2025 from
the staff of the Securities and Exchange Commission (the “ Staff ”). Capitalized terms used but not defined herein shall have the meanings set forth in the Registration Statement.
 For your convenience, we have repeated the Staff’s comment from the September 26, 2025 letter in italicized print, and the
Company’s response is provided below such comment. Unaudited Pro Forma Condensed Consolidated and Combined Balance Sheet, page 89

 1.
 Please disclose a quantitative reconciliation for the ($32,111) adjustment to accumulated deficit and the
($289,002) adjustment to non-controlling interest. RESPONSE TO COMMENT
1: In response to the Staff’s comment, the Company has made revisions on pages 91 and 92 of the Registration Statement. The
Company advises that the $(32,111) adjustment to accumulated deficit and the $(289,002) adjustment to non-controlling interest, totaling $(321,113), has been revised to a $(191,833) adjustment to non-controlling interest, which includes revisions as a result of the inclusion of balance sheet information as of September 30, 2025 instead of June 30, 2025, as well as updates as a result of changes in management
assumptions to the items detailed in revised note 4, note 5 and note 6 to the unaudited pro forma condensed consolidated and combined balance sheet (the “ Pro Forma Balance Sheet ”).
 The Company believes the revised presentation better presents the sequencing of the transactions, including the equity restructuring charges
recognized immediately upon the Reorganization and prior to the Offering. A quantitative reconciliation of the $(191,833) adjustment to non-controlling interest is summarized below:

 (i)
 An adjustment to members’ equity of $(154,346) for amounts treated as a deemed dividend upon the issuance
of the CA Notes, as detailed in the revised note 5 to the Pro Forma Balance Sheet.

 (ii)
 An adjustment to members’ equity of $(201,810) for amounts recognized as incremental equity restructuring
expense upon the issuance of the CA Notes and HO Note, as detailed in the revised note 6 to the Pro Forma Balance Sheet.

 (iii)
 An adjustment to members’ equity of $191,833 and a corresponding adjustment to non-controlling interest of $(191,833), which includes amounts from the adjustments set forth in (i) and (ii) above and the balance of members’ equity as adjusted before Reorganization and Offering adjustments
of $164,323. This adjustment is recorded as immediately prior to the Offering all outstanding equity interests are held by Aggregator through Class X Umbrella Units in AT Umbrella LLC, which represents
 non-controlling interest, and Class B common stock in Andersen Group Inc., which lacks economic rights. No shares of Class A common stock, nor the related Class X Umbrella Units in AT Umbrella
LLC held by the Company representing controlling interest, are issued until the Offering, as detailed in the revised note 2 to the Pro Forma Balance Sheet.

 Securities and Exchange Commission
 November 19, 2025 Page 2

 The Company has revised the presentation of these items within the Reorganization Adjustments
column in the Pro Forma Balance Sheet to disclose the components of the associated adjustments and has included a quantitative reconciliation table in the revised note 2 to the Pro Forma Balance Sheet.
 [Remainder of page intentionally left blank.]

 Securities and Exchange Commission
 November 19, 2025 Page 3

 * * * * *
 Please do not hesitate to contact me at (650) 463-5335 if you have any questions or would like
additional information regarding this matter. Very truly yours,

 GUNDERSON DETTMER STOUGH

 VILLENEUVE FRANKLIN & HACHIGIAN, LLP

 /s/ Jeffrey R. Vetter

 cc:   Mark Vorsatz

 Andersen Group Inc.

 Jay K. Hachigian

 Richard R. Hesp

 Alexa Belonick

 Elena M. Vespoli

 Gunderson Dettmer Stough Villeneuve Franklin & Hachigian, LLP

 Dave Peinsipp

 Cooley LLP

September 26, 2025
Mark Vorsatz
Chief Executive Officer
Andersen Group Inc.
333 Bush Street
Suite 1700
San Francisco, CA 94104
Re:Andersen Group Inc.
Registration Statement on Form S-1
Filed September 19, 2025
File No. 333-290415
Dear Mark Vorsatz:
            We have reviewed your registration statement and have the following comment(s).
            Please respond to this letter by amending your registration statement and providing
the requested information. 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 any amendment to your registration statement and the information
you provide in response to this letter, we may have additional comments.
Registration Statement on Form S-1
Unaudited Pro Forma Condensed Consolidated and Combined Balance Sheet, page 89
1.Please disclose a quantitative reconciliation for the ($32,111) adjustment to
accumulated deficit and the ($289,002) adjustment to non-controlling interest.
            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.

September 26, 2025
Page 2
            Please contact James Giugliano at 202-551-3319 or Joel Parker at 202-551-3651 if
you have questions regarding comments on the financial statements and related
matters. Please contact Rucha Pandit at 202-551-6022 or Dietrich King at 202-551-8071 with
any other questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:Elena Vespoli

May 22, 2025
Mark Vorsatz
Chief Executive Officer
Andersen Group Inc.
333 Bush Street
Suite 1700
San Francisco, California 94104
Re:Andersen Group Inc.
Draft Registration Statement on Form S-1
Submitted April 25, 2025
CIK No. 0002065708
Dear Mark Vorsatz:
            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 S-1
Prospectus Summary
Controlled Company Status, page 13
1.We note your disclosure that you anticipate being a controlled company following the
offering. Please revise here and wherever else you discuss your controlled company
status to state, if true, that Andersen Aggregator will have the ability to determine all
matters requiring stockholder approval including the election of directors, amendment
of governing documents, and approval of major corporate transactions.

May 22, 2025
Page 2
Risk Factors, page 22
2.Page F-10 indicates that Andersen Tax Holdings LLC (along with its 100% wholly-
owned subsidiaries) is a registered investment advisor. Please ensure that any risks
associated with Andersen Tax Holdings' status as an investment advisor are addressed.
Use of Proceeds, page 71
3.Please state the approximate amount of net proceeds intended to be used for each of
the purposes discussed here.
Capitalization, page 74
4.Please exclude cash and cash equivalents from your total capitalization.
Management's Discussion and Analysis of Financial Condition and Results of Operations,
page 86
5.We note your disclosure on page 103 that you "have experienced, and may continue to
experience, higher than expected inflation, including escalating personnel costs and
other costs and disruptions" and that you "may not be able to offset such higher costs
through price increases." Please revise here to describe, and quantify to the extent
possible, any known trends and uncertainties that have had or that you reasonably
expect will have a material favorable or unfavorable impact on your revenue or results
of operations. Also, please clarify whether inflation has had or is expected to have a
material impact on your operations and results and, to the extent applicable, provide
related risk factor disclosure.
Intellectual Property, page 121
6.You indicate here that your rights in your name and logo are material to your
business. Please revise to disclose the durations of your trademarks in the “Andersen”
name and the “Door” logo. Refer to Item 101(h)(4)(vii) of Regulation S-K.
Note 12. Transactions with Related Parties, page F-30
7.The December 31, 2023 balance for member firm loans of $1,566 thousand does not
agree with the January 1, 2024 balance of $6,507 thousand. Please consider modifying
your presentation and clarify whether the allowance for credit losses in each column is
cumulative or only the amount of credit losses recognized in each year.
General
8.We note your disclosure underscoring that "integrating generative AI into [y]our
services will be required" and that you "expect to continue to make significant
investments to build and support AI capabilities." In an appropriate section of the
registration statement, please provide your definition of “artificial intelligence” in the
context of your business. Additionally, please disclose whether you intend to develop
proprietary technology, utilize open-source technology, or license the use of such
technology and, to the extent applicable, enhance your disclosure to provide an update
on the stage of any product development. To the extent you intend to license existing
or future technologies or plan to utilize proprietary and/or open-source technology,
please also consider revising the relevant risk disclosure to address any related risks.

May 22, 2025
Page 3
9.Please provide us with supplemental copies of all written communications, as defined
in Rule 405 under the Securities Act, that you, or anyone authorized to do so on your
behalf, have presented or expect to present to potential investors in reliance on Section
5(d) of the Securities Act, whether or not you retained, or intend to retain, copies of
those communications. Please contact the staff member associated with the review of
this filing to discuss how to submit the materials, if any, to us for our review.
            Please contact James Giugliano at 202-551-3319 or Joel Parker at 202-551-3651 if
you have questions regarding comments on the financial statements and related
matters. Please contact Rucha Pandit at 202-551-6022 or Dietrich King at 202-551-8071 with
any other questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:Elena Vespoli