SecProbe.io

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 April 3, 2025

Christopher Eperjesy
Chief Financial Officer
Custom Truck One Source, Inc.
7701 Independence Ave
Kansas City, MO 64125

 Re: Custom Truck One Source, Inc.
 Form 10-K for the Fiscal Year Ended December 31, 2022
 Form 10-K for the Fiscal Year Ended December 31, 2023
 File No. 1-38186
Dear Christopher Eperjesy:

 We have completed our review of your filings. Please note that our
decision not to
issue additional comments should not be interpreted to mean that we either
agree or disagree
with your analysis or conclusions regarding your non-GAAP presentation. We
remind you
that the company and its management are responsible for the accuracy and
adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action
by the staff.

 Sincerely,

 Division of
Corporation Finance
 Office of Trade &
Services
</TEXT>
</DOCUMENT>

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7701 Independence Avenue

Kansas City, Missouri 64125

December 12, 2024

VIA EDGAR CORRESPONDENCE

Division of Corporation Finance

Office of Trade & Services

Securities and Exchange Commission

100 F Street, NE

Washington, D.C. 20549

Attn:    Tony Watson

            Adam Phippen

Re: Custom Truck One Source, Inc.

 Form 8-K filed October 30, 2024

 Response dated August 16, 2024

 File No. 001-38186

Dear Mr. Watson and Mr. Phippen:

This letter sets forth responses to the comment received by Custom Truck One Source, Inc. (the “Company,” “we” or “our”) from the staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the “SEC”) by letter dated November 26, 2024, in respect to the above referenced filings. The Staff’s comments are set forth below in bold, followed by the Company’s responses. Capitalized terms used herein that are not otherwise defined have the meanings ascribed to them in the above referenced filings.

Form 8-K filed October 30, 2024

Exhibit 99.1, page 1.

1.We note your response to prior comment 2. The adjustments for Non-cash purchase accounting impact and Sales-type lease adjustment in your reconciliation of Adjusted EBITDA as a non-GAAP performance measure result in a misleading measure that does not comply with Rule 100(b) of Regulation G. As such, Adjusted EBITDA, as currently calculated, should no longer be presented as a non-GAAP performance measure in future filings and other disclosures.

Response

The Company respectfully advises the Staff that the adjustments for Non-cash purchase accounting impact and Sales-type lease adjustment in our reconciliation of Adjusted EBITDA as a non-GAAP performance measure do not result in a misleading measure, and the measure fully complies with Rule 100(b) of Regulation G.

Rule 100(b) prohibits disclosure of a non-GAAP financial measure that, “together with the information accompanying that measure and any other accompanying discussion of that measure”:

•“contains an untrue statement of a material fact”; or

•“omits to state a material fact necessary in order to make the presentation of the non-GAAP financial measure, in light of the circumstances under which it is presented, not misleading.”1

The Company’s presentation of Adjusted EBITDA does neither of these things.

Securities and Exchange Commission

December 12, 2024

Page 2

The Company provides a complete, consistent and accurate presentation of Adjusted EBITDA in the context of the most directly comparable GAAP financial measure, uses extensive disclosure that explains how the Company calculates Adjusted EBITDA and describes how Adjusted EBITDA differs from the corresponding GAAP financial results.

Rule 100(b) tracks the language of Rule 10b-5(b), which “accomplishes two things,” according to the United States Supreme Court:

•It prohibits “any untrue statement of a material fact”—i.e., false statements or lies.

•It also prohibits omitting a material fact necessary “to make the presentation of the non-GAAP financial measure . . . not misleading.” This “second prohibition bars only half-truths,” or “representations that state the truth only so far as it goes, while omitting critical qualifying information.”2

Earlier this year, the United States Supreme Court explained:

Logically and by its plain text, the Rule requires identifying affirmative assertions (i.e., “statements made”) before determining if other facts are needed to make those statements “not misleading.” . . . Disclosure is required under these provisions only when necessary ‘to make . . . statements made, in the light of the circumstances under which they were made, not misleading.’”3

That prohibition is consistent with the Commission’s example given in adopting Regulation G, describing false statements or half-truth disclosure that could potentially result from “presentation of non-GAAP financial measures that appear to have been calculated and presented in a manner consistent with prior presentations of that measure when, in fact, the method of calculating or presenting the measure has changed since prior periods.”4

The Company’s presentation of Adjusted EBITDA has been consistently defined and applied.

In addition, the adjustments used in the Company’s Adjusted EBITDA derive from pre-existing contractual covenants contained in the terms of the Company’s outstanding debt documents and as such, the Company’s presentation of Adjusted EBITDA is required liquidity disclosure.

Regulation S-K Item 303(b)(1) requires the Company to disclose its Adjusted EBITDA as it relates to contractual covenants in the Company’s outstanding debt.5 In that context, the Company’s Adjusted EBITDA is definitionally excluded from Regulation G, which provides in Rule 101(a)(3) that a “non-GAAP financial measure does not include financial measures required to be disclosed by . . . Commission rules.”6

As the Staff has acknowledged in C&DI 102.09, companies “may be required to disclose” Adjusted EBITDA “as calculated by the debt covenant as part of its MD&A” when “management believes that the credit agreement is a

1 17 C.F.R. § 244.100(b).

2 See Macquarie Infrastructure Corp. v. Moab Partners, L.P., 601 U.S. 257, 263 (2024) (explaining identical language in Rule 10b-5(b) on which Rule 100(b) is based) (citations omitted).

3 Id. (describing Rule 10b-5(b)’s identical language).

4 Conditions for Use of Non-GAAP Financial Measures, Securities Act Release No. 8176, Exchange Act Release No. 47226, n. 23 (Mar. 28, 2003).

5 See Commission Guidance Regarding Management’s Discussion and Analysis of Financial Condition and Results of Operations, Securities Act Release No. 8350, Exchange Act Release No. 48960, 68 Fed. Reg. 75056, 75064 nn. 55-59 (Dec. 19, 2003) (noting that companies are “required to discuss the covenants” that are relevant to their financing capacity) (emphasis added).

6 17 C.F.R. § 244.101(a)(3).

Securities and Exchange Commission

December 12, 2024

Page 3

material agreement, that the covenant is a material term of the credit agreement and that information about the covenant is material to an investor’s understanding.”7

Required disclosure constitutes neither “false statements or lies” nor “representations that state the truth only so far as it goes, while omitting critical qualifying information.”8 And required disclosure cannot provide the predicate for a violation of Rule 100(b) merely because management also considers Adjusted EBITDA to be a performance measure and presents it as such.

Finally, all of the Commission’s Rule 100(b) enforcement actions stand in stark contrast with the Company’s presentation of Adjusted EBITDA. Each and every one of the Commission’s Rule 100(b) enforcement actions has involved lies or half-truths—outright misrepresentations of fact—rather than fully disclosed and transparently explained adjustments.9 No enforcement action under Rule 100(b) has ever involved accurately presented and fairly disclosed metrics that the Staff disfavors simply because the metrics are inconsistent with GAAP. As we have previously stated at greater length, inconsistency with GAAP is a common feature of all non-GAAP financial measures.

For the foregoing reasons, and for all of the reasons provided in our prior correspondence with the Staff, the Company respectfully submits that its presentation of Adjusted EBITDA in its quarterly earnings releases as a performance measure is consistent in all respects with the requirements of Rule 100(b) of Regulation G.

7 SEC Compliance & Disclosure Interpretations, Non-GAAP Financial Measures, Question 102.09 (last updated Dec. 13, 2022), available at https://www.sec.gov/corpfin/non-gaap-financial-measures.htm.

8 See Macquarie, 601 U.S. at 258 (explaining identical language in Rule 10b-5(b) on which Rule 100(b) is based) (citations omitted).

9 See Newell Brands Inc., Securities Act Release No. 11251, Exchange Act Release No. 98629 (Sept. 29, 2023) (false statements about “core sales” where the CEO internally noted a “disappointing” and “massive miss” due to “lack of orders,” after which the company made undisclosed changes to its definition of “core sales” to create the false appearance of core sales growth, which the CEO then publicly described as “very strong” without explaining the change in the “core sales” definition); DXC Tech. Co., Securities Act Release No. 11166, Exchange Act Release No. 97140 (Mar. 14, 2023) (adjustments falsely described as “transaction, separation, and integration-related costs” while actually including costs unrelated to transactions, such as operating costs that were required whether or not a merger or acquisition occurred, overstating non-GAAP net income by $83 million); Koppers Holdings Inc., Securities Act Release No. 11129, Exchange Act Release No. 96193 (Nov. 1, 2022) (temporarily reducing “net debt” and “net leverage ratio” by delaying past due vendor payments while making public statements suggesting that debt reduction occurred from cash flow improvements); General Electric Co., Securities Act Release No. 10899, Exchange Act Release No. 90620 (Dec. 9, 2020) (misleading omission of extent to which “industrial cash flow” relied on changes in practice expanding intercompany factoring and pulling forward cash from future periods); BGC Partners, Inc., Securities Act Release No. 10867, Exchange Act Release No. 90050 (Sept. 30, 2020) (inflating post-tax distributable earnings by 30% by including the benefit of tax deductions without reducing the pre-tax amounts by the expenses that generated the deductions and by falsely describing post-tax distributable earnings as “pre-tax distributable earnings adjusted to assume that all pre-tax distributable earnings were taxed at the same effective rate”); Valeant Pharm. Int’l, Inc., Securities Act Release No. 10809, Exchange Act Release No. 89442 (July 31, 2020) (misleading disclosure of “same store organic growth,” which actually included undisclosed price appreciation credits from distribution agreements unrelated to organic growth); Brixmor Prop. Grp. Inc., Exchange Act Release No. 86538 (Aug. 1, 2019) (false disclosure of same property net operating income growth rate, touting “consistent and predictable organic growth” when actual growth was in fact volatile and frequently fell above or below published guidance); SafeNet, Inc., Litigation Release No. 21290 (Nov. 12, 2009) (manipulating integration costs to meet non-GAAP earnings guidance and falsely claiming that non-GAAP earnings excluded certain non-recurring expenses while actually excluding a significant amount of recurring, operating expenses, including treating 66% of total internal controls costs as “integration expense” because an acquisition had increased SafeNet’s size by 66%); see also Trump Hotels & Casino Resorts, Inc., Exchange Act Release No. 45287 (Jan. 16, 2002) (causing earnings to exceed analyst expectations by publicly disclosing the exclusion of a one-time charge of $81.4 million for discontinued operations while omitting the fact that the results were chiefly due to a one-time $17.2 million gain).

Securities and Exchange Commission

December 12, 2024

Page 4

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If you would like to discuss any of these items further or need additional information, please feel free to call me at (816) 627-2626.

  Sincerely,

  /s/ Christopher Eperjesy

    Christopher Eperjesy
Chief Financial Officer

November 26, 2024
Christopher Eperjesy
Chief Financial Officer
Custom Truck One Source, Inc.
7701 Independence Ave
Kansas City, MO 64125
Re:Custom Truck One Source, Inc.
Form 8-K filed October 30, 2024
Response dated August 16, 2024
File No. 1-38186
Dear Christopher Eperjesy:
            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.
Form 8-K filed October 30, 2024
Exhibit 99.1, page 1
1.We note your response to prior comment 2. The adjustments for Non-cash purchase
accounting impact and Sales-type lease adjustment in your reconciliation of Adjusted
EBITDA as a non-GAAP performance measure result in a misleading measure that
does not comply with Rule 100(b) of Regulation G. As such, Adjusted EBITDA, as
currently calculated, should no longer be presented as a non-GAAP performance
measure in future filings and other disclosures.
            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 Tony Watson at 202-551-3318 or Adam Phippen at 202-551-3336 if
you have questions regarding comments on the financial statements and related matters.

November 26, 2024
Page 2
Sincerely,
Division of Corporation Finance
Office of Trade & Services

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7701 Independence Avenue

Kansas City, Missouri 64125

August 16, 2024

VIA EDGAR CORRESPONDENCE

Division of Corporation Finance

Office of Trade & Services

Securities and Exchange Commission

100 F Street, NE

Washington, D.C. 20549

Attn:    Tony Watson

Adam Phippen

Re: Custom Truck One Source, Inc.

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

 Response dated June 25, 2024

 Form 8-K filed May 2, 2024

 File No. 001-38186

Dear Mr. Watson and Mr. Phippen:

This letter sets forth responses to the comments received by Custom Truck One Source, Inc. (the “Company,” “we” or “our”) from the staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the “SEC”) by letter dated July 18, 2024, in respect to the above referenced filings. The Staff’s comments are set forth below in bold, followed by the Company’s responses. Capitalized terms used herein that are not otherwise defined have the meanings ascribed to them in the above referenced filings.

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

Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations Loan Covenants and Compliance, page 32

1.From your prior responses, we note that Adjusted EBITDA and its related measures such as Net Leverage Ratio are material covenant terms in your 2029 Secured Notes and ABL Facility. We also note that you determined that disclosure of Adjusted EBITDA is required to provide investors with an understanding of its potential effect on your long-term liquidity and capital resources. Please revise your disclosure to remove the columns showing the dollar change and the percentage change in your reconciliation of Adjusted EBITDA or explain how these amounts are a required element of the discussion and analysis of your debt covenants.

Response

The Company respectfully advises the Staff that we have removed the columns showing the dollar change and the percentage change from the reconciliation table of Adjusted EBITDA in our quarterly report on Form 10-Q for the three months ended June 30, 2024. We intend to exclude such information from our future periodic reports to be filed with the SEC.

Securities and Exchange Commission

August 16, 2024

Page 2

Form 8-K filed May 2, 2024

Exhibit 99.1, page 1

2.We note that you disclose Adjusted EBITDA as a non-GAAP performance measure outside of your filings on Form 10-K and Form 10-Q (e.g., in press releases announcing your financial results). As the adjustments for Non-cash purchase accounting impact and Sales-type lease adjustment are not appropriate within the context of Rule 100(b) of Regulation G and Question 100.04 of the Non-GAAP Financial Measures Compliance and Disclosure Interpretations, Adjusted EBITDA should no longer be presented as a non-GAAP performance measure.

Response

The Company respectfully submits that its presentation of Adjusted EBITDA, including adjustments for Non-cash purchase accounting impact and Sales-type lease adjustment, is consistent with the requirements of Rule 100(b) of Regulation G and with the relevant principles applicable under the Staff’s interpretation set forth in Question 100.04 of the Non-GAAP Financial Measures Compliance and Disclosure Interpretations (“C&DI 100.04”).

As detailed in prior correspondence, Adjusted EBITDA provides the Company and investors with a useful tool to communicate the Company’s performance, covenant compliance, executive compensation targets and valuation:

•The Non-cash purchase accounting adjustment provides supplemental information that assists the Company’s investors in assessing the Company’s rental business, including its entire rental fleet, without regard to whether equipment originates from different legacy components of the Company (legacy CTOS LP or legacy Nesco). This type of adjustment is frequently used by companies in the equipment rental industry, and the Staff has previously accepted the adjustment under similar circumstances with at least one of our peer companies.

•The Sales-type lease adjustment similarly provides useful information to investors by assessing the Company’s rental business, including its entire rental fleet, without regard to the effects of sales-type lease accounting, which depends on individual customer decisions but does not affect the Company’s continued service or the evaluation of deployed rental equipment.

The Company’s investors and analysts use Adjusted EBITDA in their assessment, forecast and valuation of the Company based on the Company’s historical and projected Adjusted EBITDA using our existing methodology, which is fully consistent with the non-GAAP measure used in the Company’s ABL Credit Agreement and the Indenture governing the Company’s 2029 Secured Notes (together, the “Debt Agreements”).

Rule 100(b)

Rule 100(b) of Regulation G prohibits making public a non-GAAP financial measure that, when taken together with the information accompanying that measure and any other accompanying discussion of that measure:

•contains an untrue statement of a material fact; or

•omits to state a material fact necessary in order to make the presentation of the non-GAAP financial measure, in light of the circumstances under which it is presented, not misleading.

The Company’s presentation of Adjusted EBITDA does neither of these things.

Instead, the Company presents Adjusted EBITDA with extensive accompanying information with discussion of each measure. The Company’s presentation of Adjusted EBITDA includes adjustments for (i) non-cash impact of purchase accounting, net of accumulated depreciation, on the cost of equipment and inventory sold; and (ii) impact of sales-type lease accounting for certain leases containing RPOs, as the application of sales-type lease accounting is not deemed to be representative of the ongoing cash flows of the underlying rental contracts. Both of these

Securities and Exchange Commission

August 16, 2024

Page 3

adjustments, as we disclose in our presentation of Adjusted EBITDA, are also made pursuant to the Debt Agreements.

As a result, when taken together with the information accompanying Adjusted EBITDA, including detailed reconciliation and related narrative disclosure, the Company’s presentation of Adjusted EBITDA:

•does not contain any untrue statement of a material fact; and

•in no way omits to state a material fact necessary in order to make the presentation of Adjusted EBITDA, in light of the circumstances under which it is presented, not misleading.

The Company respectfully submits that the Staff has not indicated in any of its correspondence what material fact has been misstated in connection with the Company’s presentation of Adjusted EBITDA, nor has the Staff indicated to the Company what material fact has been omitted from the Company’s presentation that is necessary in order to make the presentation, in light of its circumstances, not misleading.

C&DI 100.04

C&DI 100.04 states that “non-GAAP adjustments that have the effect of changing the recognition and measurement principles required to be applied in accordance with GAAP would be considered individually tailored and may cause the presentation of a non-GAAP measure to be misleading” (emphasis added). The Company respectfully submits that this statement in C&DI 100.04 embodies an overbroad standard that sweeps in all non-GAAP financial measures, which by definition always involve “adjustments that have the effect of changing the recognition and measurement principles required to be applied in accordance with GAAP.” See Rule 101(a)(1) of Regulation G (defining a “non-GAAP financial measure” as one that “excludes amounts, or is subject to adjustments that have the effect of excluding amounts, that are included in the most directly comparable measure calculated and presented in accordance with GAAP” or “includes amounts, or is subject to adjustments that have the effect of including amounts, that are excluded from the most directly comparable measure” under GAAP); see also Item 10(e)(2) of Regulation S-K (same). As a result, C&DI 100.04’s categorical prohibition of so-called individually tailored accounting principles reflects a standard that is neither reasonable nor reasonably explained and is therefore arbitrary and capricious. Cf. 5 U.S.C. § 706(2)(A) (prohibiting agency action that is “arbitrary, capricious, [or] an abuse of discretion”); see also FCC v. Prometheus Radio Project, 141 S. Ct. 1150, 1158 (2021) (explaining that the arbitrary-and-capricious standard of the Administrative Procedure Act “requires that agency action be reasonable and reasonably explained”).

As applied to non-GAAP revenue, C&DI 100.04 offers meaningful guidance by providing three examples of individually tailored accounting principles that result from specified non-GAAP revenue measures:

•accelerating GAAP revenue recognized ratably over time as though revenue was earned when customers were billed;

•deducting transaction costs from GAAP revenue as if the company acted as an agent in the transaction when GAAP requires gross presentation as a principal or, conversely, presenting revenue on a gross basis when GAAP requires net presentation; and

•changing the basis of accounting for revenue or expenses from an accrual basis in accordance with GAAP to a cash basis.

The Company’s presentation of Adjusted EBITDA, however, does none of these things.

The Company notes that former senior members of the SEC Staff have discussed the difficulties inherent in C&DI 100.04, highlighting the inability of even the most seasoned SEC practitioners to identify a principled basis for applying C&DI 100.04 beyond the context of non-GAAP revenue:

Securities and Exchange Commission

August 16, 2024

Page 4

Former Chief Counsel, Division of Corporation Finance: The individually tailored accounting principle concept has really been the focus of a lot of the Staff’s comment since 2016. I find it to be somewhat challenging . . . to understand the contours of it. I definitely have read all of the guidance that the Staff has put out and seen the different variations of it, but I always feel a little like it’s a “we know it when we see it” kind of a situation on the part of the Staff. I’m always afraid of that “gotcha” element of it. . . . [A]m I wrong in that perception, or is there something I can put my hands around whenever a client says, “Well isn’t that every non-GAAP financial measure because I’m adjusting it for something I don’t like about GAAP?” That’s what I always struggle with.

Former Acting Director, Division of Corporation Finance: Right, aren’t all non-GAAP adjustments individually tailored accounting principles?

Former Chief Accountant, Division of Corporation Finance: I can address that partially, but probably in an unsatisfactory manner. You are correct that every non-GAAP measure is a form of individually tailored accounting principle, because even something like EBITDA, which is mentioned in the original rules, is an accounting principle where you do not have to depreciate anything, for example, or record any taxes. That is definitely a tailored accounting principle if you take the definition to its extreme.

What I’m talking about here is more when you’re taking a principle, like I mentioned, with revenue, and you’re changing it. So you’re not completely excluding it, but you’re taking it and you’re choosing another recognition model to use, meaning GAAP would say “over time” and you say, “No, I’d like that up front, and then, I’ll do results from that.” That’s what it is. It’s a change.

Panel Transcript, “Non-GAAP Measures & Metrics,” The Corporate Counsel (Sept. 15, 2020).

Moreover, the disclaimer accompanying the Compliance and Disclosure Interpretations emphasizes that they are “not binding” and that they lack the force of rule or regulation:

These interpretations reflect the views of the staff of the Division of Corporation Finance. They are not rules, regulations, or statements of the Commission. The Commission has neither approved nor disapproved these interpretations.

These positions do not necessarily discuss all material information necessary to reach the conclusions stated, and they are not binding due to their highly informal nature. Accordingly, these positions are intended as general guidance and should not be relied on as definitive.

See Compliance and Disclosure Interpretations, available at https://www.sec.gov/rules-regulations/staff-guidance/compliance-disclosure-interpretations.

The Company respectfully submits that C&DI 100.04 should not be viewed as prohibiting the Company’s presentation of Adjusted EBITDA under the unique facts and circumstances that the Company has detailed in its prior correspondence. The Company respectfully acknowledges the Staff’s comment based on C&DI 100.04 and also respectfully notes that the C&DIs are not “rules, regulations, or statements of the Commission,” “are not binding” and “should not be relied on as definitive.” See Retirement Bd. of Policemen’s Annuity and Ben. Fund of Chicago v. Bank of N.Y. Mellon, 2013 WL 593766, Fed. Sec. L. Rep. 97,289 (S.D.N.Y. 2013) (rejecting an SEC Staff interpretation and noting the disclaimer that “expressly cautions that the interpretations on its website ‘are not rules, regulations, or statements of the Commission’ and that ‘the Commission has neither approved nor disapproved these interpretations’” (citing C&DIs then available on the SEC’s website)); see also SEC v. Lyon, 529 F. Supp. 2d 444, 459 (S.D.N.Y. 2008) (noting that SEC Staff “interpretations are expressly not rules, regulations, or even approved statements of the SEC” and therefore “are not entitled to any deference beyond their ‘power to persuade’” (quoting Christensen v. Harris County, 529 U.S. 576, 587 (2000)); accord Christensen v. Harris County, 529 U.S. 576, 587 (2000) (noting that agency staff “interpretations” lacking the force of binding rules “are ‘entitled to respect’ . . . only to the extent that those interpretations have the ‘power to persuade’” (quoting Skidmore v. Swift & Co., 323 U. S. 134, 140 (1944))).

For the foregoing reasons, the Company respectfully submits that its presentation of Adjusted EBITDA in its quarterly earnings releases is consistent with the requirements of Rule 100(b) of Regulation G and with the relevant principles applicable under C&DI 100.04.

Securities and Exchange Commission

August 16, 2024

Page 5

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If you would like to discuss any of these items further or need additional information, please feel free to call me at (816) 627-2626.

  Sincerely,

  /s/ Christopher Eperjesy

    Christopher Eperjesy
Chief Financial Officer

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7701 Independence Avenue

Kansas City, Missouri 64125

August 2, 2024

VIA EDGAR CORRESPONDENCE

Tony Watson

Adam Phippen

Division of Corporation Finance

Office of Trade & Services

Securities and Exchange Commission

100 F Street, NE

Washington, D.C. 20549

Re: Custom Truck One Source, Inc.

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

 Response dated June 25, 2024

 Form 8-K filed May 2, 2024

 File No. 001-38186

Dear Mr. Watson and Mr. Phippen:

This letter confirms the telephone conversation by our representative from Latham & Watkins LLP and Mr. Joel Parker on August 2, 2024 that Custom Truck One Source, Inc. currently expects to respond to the comment letter dated July 18, 2024 from the Staff of the Division of Corporation Finance on or about August 16, 2024.

Please feel free to call me at (816) 627-2626 if you have any questions regarding this matter.

  Sincerely,

  /s/ Christopher Eperjesy

    Christopher Eperjesy
Chief Financial Officer

July 18, 2024
Christopher Eperjesy
Chief Financial Officer
Custom Truck One Source, Inc.
7701 Independence Ave
Kansas City, MO 64125
Re:Custom Truck One Source, Inc.
Form 10-K for the Fiscal Year Ended December 31, 2023
Response dated June 25, 2024
Form 8-K filed May 2, 2024
File No. 1-38186
Dear Christopher Eperjesy:
            We have reviewed your June 25, 2024 response to our comment letter and have the
following comment(s).
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments. Unless we
note otherwise, any references to prior comments are to comments in our May 28, 2024 letter.
Form 10-K for the Fiscal Year Ended December 31, 2023
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations
Loan Covenants and Compliance, page 32
1.From your prior responses, we note that Adjusted EBITDA and its related measures such
as Net Leverage Ratio are material covenant terms in your 2029 Secured Notes and ABL
Facility. We also note that you determined that disclosure of Adjusted EBITDA is
required to provide investors with an understanding of its potential effect on your long-
term liquidity and capital resources. Please revise your disclosure to remove the columns
showing the dollar change and the percentage change in your reconciliation of Adjusted
EBITDA or explain how these amounts are a required element of the discussion and
analysis of your debt covenants.

July 18, 2024
Page 2
Form 8-K filed May 2, 2024
Exhibit 99.1, page 1
2.We note that you disclose Adjusted EBITDA as a non-GAAP performance measure
outside of your filings on Form 10-K and Form 10-Q (e.g., in press releases announcing
your financial results). As the adjustments for Non-cash purchase accounting impact and
Sales-type lease adjustment are not appropriate within the context of Rule 100(b) of
Regulation G and Question 100.04 of the Non-GAAP Financial Measures Compliance
and Disclosure Interpretations, Adjusted EBITDA should no longer be presented as a non-
GAAP performance measure.
            Please contact Tony Watson at 202-551-3318 or Adam Phippen at 202-551-3336 if you
have questions regarding comments on the financial statements and related matters.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

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7701 Independence Avenue

Kansas City, Missouri 64125

June 25, 2024

VIA EDGAR CORRESPONDENCE

Tony Watson

Adam Phippen

Division of Corporation Finance

Office of Trade & Services

Securities and Exchange Commission

100 F Street, NE

Washington, D.C. 20549

Re: Custom Truck One Source, Inc.

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

 Response dated March 14, 2024

 File No. 001-38186

Dear Mr. Watson and Mr. Phippen:

This letter sets forth responses to the comment received by Custom Truck One Source, Inc. (the “Company,” “we” or “our”) from the staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the “SEC”) by letter dated May 28, 2024, in respect to the above referenced filing. The Staff’s comment is set forth in bold, followed by the Company’s responses. Capitalized terms used herein that are not otherwise defined have the meanings ascribed to them in our annual report on Form 10-K for the fiscal year ended December 31, 2023 (the “2023 10-K”).

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

Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations Loan Covenants and Compliance, page 32

1.We note from your response to prior comment 1 that Adjusted EBITDA and its related measures such as Net Leverage Ratio are material covenant terms in your 2029 Secured Notes and ABL Facility and as such, Adjusted EBITDA is material to an investor’s understanding of your financial condition and liquidity. We also note that you have updated the presentation in your Form 10-K to discuss Adjusted EBITDA only in the Liquidity and Capital Resources section of Management’s Discussion and Analysis of Financial Condition and Results of Operations. Please address the following regarding your response and updated presentation:

• With reference to the relevant sections of your debt agreements, tell us how you determined that Adjusted EBITDA is material to an investor’s understanding of your financial condition and liquidity. For example, identify and provide your analysis of the specific terms of your debt agreements that relate to covenants based on Adjusted EBITDA that impact your ability to obtain additional debt or equity financing.

Response

In the 2023 10-K (pages 31-33), we provided disclosure regarding Adjusted EBITDA in a manner consistent with Question 102.09 of the Non-GAAP Financial Measures Compliance & Disclosure Interpretations. C&DI 102.09 provides that Adjusted EBITDA disclosure “may be required” in MD&A when a company’s debt covenants use Adjusted EBITDA and “information about the covenant is material to an investor’s understanding of the company’s financial condition and/or liquidity,” in which case C&DI 102.09 specifically requires companies to consider disclosing (1) the material terms of the credit agreement including the covenant; (2) the amount or limit required for

Securities and Exchange Commission

June 25, 2024

Page 2

compliance with the covenant; and (3) the actual or reasonably likely effects of compliance or non-compliance with the covenant on the company’s financial condition and liquidity.

Consistent with C&DI 102.09, the Company determined that Adjusted EBITDA is material to an investor’s understanding of our financial condition and liquidity because Adjusted EBITDA is a material component of the debt covenants that affect the ability of our operating and financing subsidiaries to, among other things, incur additional debt, use proceeds from asset sales at our discretion, repay subordinated debt, conduct transactions with affiliates, distribute dividends to the Company and otherwise comply with the terms of the debt covenants.

In particular, our financing subsidiary, Nesco Holdings II, Inc. (defined in our 2023 10-K as “Buyer” or “Issuer”) and certain of its subsidiaries (collectively, the “Debt Group”) are part of the credit group supporting our debt under the indenture governing our 2029 Secured Notes (the “Indenture”) and the ABL Credit Agreement (the “ABL”) and, together with the Indenture, the “Debt Agreements”).

Adjusted EBITDA, as used in our Debt Agreements, is relevant to the Debt Group’s ability to:

1.incur additional indebtedness (Indenture §4.09, ABL §10.04);

2.sell certain assets without being required to reinvest proceeds or otherwise repay indebtedness (Indenture §4.10, ABL §10.02);

3.incur additional secured indebtedness or liens to secure other obligations (Indenture §4.12, ABL §10.01);

4.make restricted payments (including investments) utilizing a portion of accrued Consolidated Net Income (Indenture §4.07);

5.make other “restricted payments” (i.e. dividends, investments outside of the Debt Group, or repay subordinated debt in advance of repayment of borrowings under the Debt Agreements) (Indenture §4.08, ABL §§10.03, 10.05 and 10.07); and

6.consummate affiliate transactions (Indenture §4.11, ABL §10.06).

The Debt Group is permitted to incur additional indebtedness or issue preferred stock under the Indenture, subject to a Fixed Charge Coverage Ratio of at least 2:1 (the “Fixed Charge Coverage Debt Provision”), or a Consolidated Total Debt Ratio of less than or equal to 7:1. Similarly, the Debt Group has the ability under the ABL to incur unlimited junior debt, so long as the Secured Net Leverage Ratio does not exceed 4:1 (ABL §10.04(xxvii)).

Adjusted EBITDA is a material component of each of these ratios. For example, Fixed Charge Coverage Ratio is the ratio of Adjusted EBITDA to fixed charges including interest expense, cash dividends on preferred stock less interest income. Consolidated Total Debt Ratio in the Indenture is equivalent to Net Leverage Ratio reported in the 2023 10‑K, and is defined as Net Debt over Adjusted EBITDA.

In addition to the debt permitted pursuant to the above referenced ratios, the Debt Group’s ability to issue new debt or preferred stock could depend on capacity under certain other specified “baskets” some of which are limited to a stated percentage of Adjusted EBITDA. Furthermore, if we have drawn our revolver in excess of certain thresholds set forth in the ABL, we will need to demonstrate that the Debt Group’s Fixed Charge Coverage Ratio exceeds 1.00x.

The Debt Group’s ability to distribute dividends to the Company depends on the Fixed Charge Coverage Debt Provision (Indenture §4.07(a)(z)). The Debt Group’s ability to distribute additional dividends could depend on capacity under certain other specified baskets, some of which are limited to a stated percentage of Adjusted EBITDA.

Furthermore, the Debt Group is able to declare and pay unlimited dividends under the ABL if the Debt Group satisfies the “distribution conditions” (defined in the ABL) on a pro forma basis, which is determined by reference to the Fixed Charge Coverage Ratio. Accordingly, the Fixed Charge Coverage Ratio is a material component of our Debt Agreements. See ABL §10.03(xiii). The Debt Group is able to declare and pay unlimited dividends under the Indenture if the Debt Group satisfies a Consolidated Total Debt Ratio of no more than 5 to 1 on a pro forma basis (Indenture §4.07(b)(21)).

Securities and Exchange Commission

June 25, 2024

Page 3

The MD&A Liquidity and Capital Resources disclosure in our 2023 10-K and subsequent periodic reports summarize the material restrictions in our debt covenants involving Adjusted EBITDA that are material to our investors.

The Debt Group is in compliance with the debt covenants, and is able to declare and pay dividends to the Company for the reasons discussed above. Based on our current Adjusted EBITDA, debt ratios and capital structure, no individual covenant restricts the Company’s financial condition and/or liquidity in a material way. As a result, the Company does not currently discuss the additional details of any individual covenant in accordance with C&DI 102.09, including the amount or limit required for compliance with a covenant, and the actual or reasonably likely effects of compliance or non-compliance with the covenant on the Company’s financial condition or liquidity. To the extent applicable, we will include such disclosure in future filings as and when consistent with C&DI 102.09, based on the relevant circumstances at the time of such future filings.

•  As it does not appear that Adjusted EBITDA was presented as part of Liquidity and Capital Resources in your Form 10-K for the fiscal year ended December 31, 2022, explain how you determined that the disclosure of Adjusted EBITDA as a material item affecting your liquidity was necessary for your Form 10-K for the fiscal year ended December 31, 2023, but not for the prior fiscal year.

Response

The Company disclosed Adjusted EBITDA in its filings prior to the 2023 10-K for the dual purposes of evaluating the Company’s performance and its ability to comply with debt covenants. In the MD&A of prior filings, the Company disclosed that Adjusted EBITDA is “a non-GAAP financial performance measure that the Company uses to monitor its results of operations and to measure performance against debt covenants” (emphasis added).

Having disclosed Adjusted EBITDA as part of the Results of Operations narrative in MD&A, the Company avoided unnecessary duplication of that information in the Liquidity and Capital Resources section in a manner consistent with the Commission’s guidance on MD&A. See Commission Guidance Regarding Management’s Discussion and Analysis of Financial Condition and Results of Operations, Release No. 33-8350 (Dec. 19, 2003), at §§ I.B., I.C. and III.B (requiring MD&A to “avoid unnecessary duplication . . . that is not required and does not promote understanding of a company’s overall financial condition and operating performance”); see also id. (requiring MD&A to “avoid the unnecessary information overload for investors that can result from disclosure of information that . . . does not promote understanding” and to “de-emphasize (or, if appropriate, delete) immaterial information that is not required and does not promote understanding”).

While the Company continues to believe that Adjusted EBITDA fully complies with Rule 100(b) of Regulation G, the Company discontinued its disclosure of Adjusted EBITDA as part of the Results of Operations narrative in the 2023 10-K MD&A in light of the Company’s ongoing conversations with the Staff regarding the use of Adjusted EBITDA as a performance measure. Following this change, the Company reassessed, which it does regularly, its determination of the materiality of Adjusted EBITDA to the Company’s liquidity and capital resources based on SEC guidance on materiality in the context of MD&A disclosure. In that regard, the Company is mindful that “[t]he probability/magnitude test for materiality . . . is inapposite” to MD&A:

“MD&A mandates disclosure of specified forward-looking information, and specifies its own standards for disclosure—i.e., reasonably likely to have a material effect. The specific standard governs the circumstances in which Item 303 requires disclosure. The probability/magnitude test for materiality approved by the Supreme Court in Basic v. Levinson, 108 S.Ct. 978 (1988), is inapposite to Item 303 disclosure.”

See Interpretive Release: Management’s Discussion and Analysis of Financial Condition and Results of Operations, Release No. 33‑6835, at n.27 (May 18, 1989); see also Release No. 33-8350 at n.6.

Based on the reassessment, the Company determined that disclosure of Adjusted EBITDA is required to provide investors with an understanding of the potential effect of Adjusted EBITDA on the Company’s long-term liquidity and capital resources. Moreover, inclusion of that disclosure in the liquidity narrative is no longer unnecessarily duplicative as a result of the discontinued disclosure of Adjusted EBITDA in the Company’s Results of Operations narrative.

Securities and Exchange Commission

June 25, 2024

Page 4

•  Disclosure in your Form 10-K states that covenants governing the payment of dividends and making other distributions are based upon a combination of fixed amounts, percentages of Adjusted EBITDA, or upon multiple pro forma measures. As you state on page 24 of your Form 10-K that you “have never declared or paid, and do not anticipate declaring or paying, any cash dividends on [y]our shares of common stock in the foreseeable future,” tell us how you determined that disclosure of Adjusted EBITDA in the context of covenants related to the payment of dividends and making distributions is material to investors.

Response

In determining materiality, the Company has applied longstanding SEC guidance on materiality determinations for purposes of MD&A disclosure, and the Company respectfully advises the Staff that the covenants in the Company’s Debt Agreements apply to the Debt Group, which includes the Company’s financing subsidiary, Nesco Holdings II, Inc., and its restricted subsidiaries. The covenants do not apply to the Company, which is the indirect parent of Nesco Holdings II, Inc. and is not part of the Debt Group.

The covenants indirectly affect the potential long-term liquidity of the Company by limiting its subsidiaries’ ability to distribute dividends to the Company. The covenants do not otherwise directly restrict the Company’s ability to distribute dividends to its stockholders, however, because the Company is not a party to the Debt Agreements.

Adjusted EBITDA in the context of covenants related to dividends and distributions is reasonably likely to have a material effect on the Company’s long-term liquidity and is therefore required disclosure for MD&A purposes. This disclosure provides useful information to investors for their understanding of the long-term potential availability of, and the Company’s flexibility to use, liquidity distributed from subsidiaries, including for shareholder return programs. At the same time, our disclosure that “we have never declared or paid, and do not anticipate declaring or paying, any cash dividends on our shares of common stock in the foreseeable future” accurately reflects the Company’s history of, and current plan for, cash dividends.

The Company made the two statements identified by the Staff in different contexts, for different purposes and subject to different disclosure standards. Compare Item 303(c)(1) of Regulation S-K (governing MD&A liquidity disclosure and requiring disclosure of long-term liquidity subject to “its own standards for disclosure—i.e., reasonably likely to have a material effect”) with Item 201(c)(2) of Regulation S‑K (governing dividend policy and encouraging registrants to disclose “their intention to pay cash dividends in the foreseeable future and, if no such intention exists, to make a statement of that fact in the filing”).

The 2023 10-K states: “The ABL Facility contains customary negative covenants for transactions of this type, including covenants that, among other things, limit Buyer’s and its restricted subsidiaries’ ability to: incur additional indebtedness; pay dividends.” Similarly, the 2023 10-K states: “The Indenture contains covenants that limit the Issuer’s (and certain of its subsidiaries’) ability to, among other things: (i) incur additional debt or issue certain preferred stock.” Buyer and Issuer in the 2023 10-K are defined as Nesco Holdings II, Inc., our financing subsidiary.

• As your response also states that you present Adjusted EBITDA “to facilitate a supplemental understanding of the Company’s operational performance,” clarify the purposes for which Adjusted EBITDA is presented in your Form 10-K and explain how that aligns with the disclosure you have provided.

Response

As discussed above, while the Company continues to believe that Adjusted EBITDA fully complies with Rule 100(b) of Regulation G, the Company discontinued the presentation of Adjusted EBITDA from the Results of Operations section of its MD&A due to the ong

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7701 Independence Avenue

Kansas City, Missouri 64125

June 10, 2024

VIA EDGAR CORRESPONDENCE

Tony Watson

Adam Phippen

Division of Corporation Finance

Office of Trade & Services

Securities and Exchange Commission

100 F Street, NE

Washington, D.C. 20549

Re: Custom Truck One Source, Inc.

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

 Response dated March 14, 2024

 File No. 001-38186

Dear Mr. Watson and Mr. Phippen:

This letter confirms the telephone conversation by our representative from Latham & Watkins LLP and Mr. Phippen on June 10, 2024 regarding Custom Truck One Source, Inc.’ s request for an extension of time to respond to the comment letter dated March 28, 2024 from the Staff of the Division of Corporation Finance.

As discussed, the Company requires additional time to prepare its response and currently expects to respond on or about June 25, 2024.

Please feel free to call me at (816) 627-2626 if you have any questions regarding this matter.

  Sincerely,

  /s/ Christopher Eperjesy

    Christopher Eperjesy
Chief Financial Officer

United States securities and exchange commission logo
May 28, 2024
Christopher Eperjesy
Chief Financial Officer
Custom Truck One Source, Inc.
7701 Independence Ave
Kansas City, MO 64125
Re:Custom Truck One Source, Inc.
Form 10-K for the Fiscal Year Ended December 31, 2023
Response dated March 14, 2024
File No. 1-38186
Dear Christopher Eperjesy:
            We have reviewed your March 14, 2024 response to our comment letter and have the
following comment(s).
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments. Unless
we note otherwise, any references to prior comments are to comments in our February 14, 2024
letter.
Form 10-K for the Fiscal Year Ended December 31, 2023
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations
Loan Covenants and Compliance, page 32
1.We note from your response to prior comment 1 that Adjusted EBITDA and its related
measures such as Net Leverage Ratio are material covenant terms in your 2029 Secured
Notes and ABL Facility and as such, Adjusted EBITDA is material to an investor’s
understanding of your financial condition and liquidity. We also note that you have
updated the presentation in your Form 10-K to discuss Adjusted EBITDA only in the
Liquidity and Capital Resources section of Management’s Discussion and Analysis of
Financial Condition and Results of Operations. Please address the following regarding
your response and updated presentation:

•With reference to the relevant sections of your debt agreements, tell us how you

 FirstName LastNameChristopher Eperjesy
 Comapany NameCustom Truck One Source, Inc.
 May 28, 2024 Page 2
 FirstName LastName
Christopher Eperjesy
Custom Truck One Source, Inc.
May 28, 2024
Page 2
determined that Adjusted EBITDA is material to an investor’s understanding of your
financial condition and liquidity. For example, identify and provide your analysis of
the specific terms of your debt agreements that relate to covenants based on Adjusted
EBITDA that impact your ability to obtain additional debt or equity financing.
•As it does not appear that Adjusted EBITDA was presented as part of Liquidity and
Capital Resources in your Form 10-K for the fiscal year ended December 31, 2022,
explain how you determined that the disclosure of Adjusted EBITDA as a material
item affecting your liquidity was necessary for your Form 10-K for the fiscal year
ended December 31, 2023, but not for the prior fiscal year.
•Disclosure in your Form 10-K states that covenants governing the payment of
dividends and making other distributions are based upon a combination of fixed
amounts, percentages of Adjusted EBITDA, or upon multiple pro forma measures.
As you state on page 24 of your Form 10-K that you “have never declared or paid,
and do not anticipate declaring or paying, any cash dividends on [y]our shares of
common stock in the foreseeable future,” tell us how you determined that disclosure
of Adjusted EBITDA in the context of covenants related to the payment of dividends
and making distributions is material to investors.
•As your response also states that you present Adjusted EBITDA “to facilitate a
supplemental understanding of the Company’s operational performance,” clarify the
purposes for which Adjusted EBITDA is presented in your Form 10-K and explain
how that aligns with the disclosure you have provided.
            Please contact Tony Watson at 202-551-3318 or Adam Phippen at 202-551-3336 if you
have questions regarding comments on the financial statements and related matters.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

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7701 Independence Avenue

Kansas City, Missouri 64125

March 14, 2024

VIA EDGAR CORRESPONDENCE

Tony Watson

Adam Phippen

Division of Corporation Finance

Office of Trade & Services

Securities and Exchange Commission

100 F Street, NE

Washington, D.C. 20549

Re: Custom Truck One Source, Inc.

 Form 10-K for the Fiscal Year Ended December 31, 2022

 Response dated December 15, 2023

 File No. 001-38186

Dear Mr. Watson and Mr. Phippen:

This letter sets forth responses to the comment received by Custom Truck One Source, Inc. (the “Company,” “we” or “our”) from the staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the “SEC”) by letter dated February 14, 2024, in respect to the above referenced filing. The Staff’s comment is set forth in bold, followed by the Company’s responses. Capitalized terms used herein that are not otherwise defined have the meanings ascribed to them in the above referenced filing.

Form 10-K for the Fiscal Year Ended December 31, 2022

Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations, page 28

1.We note your response to prior comment 2 regarding Adjusted EBITDA and we re-issue our previous comment. Please revise your presentation in future filings to remove the purchase accounting and sales-type lease adjustments as they change the recognition and measurement principles required to be applied in accordance with GAAP. Refer to Question 100.04 of the Non-GAAP Financial Measures Compliance and Disclosure Interpretations.

Response

The Company acknowledges the Staff’s comment and respectfully advises the Staff that the Company has updated the presentation of Adjusted EBITDA in its annual report on Form 10-K for the year ended December 31, 2023 (the “2023 10-K”) to discuss Adjusted EBITDA only in the “Liquidity and Capital Resources” section of Management’s Discussion and Analysis of Financial Condition and Results of Operations, consistent with the guidance set forth in Question 102.09 of the Non-GAAP Financial Measures Compliance and Disclosure Interpretations (“C&DI”). Adjusted EBITDA and its related measures such as Net Leverage Ratio are material covenant terms in the Company’s 2029 Secured Notes and ABL Facility and as such, Adjusted EBITDA is material to an investor’s understanding of the Company’s financial condition and liquidity.

As noted in our previous responses, the Company’s presentation of Adjusted EBITDA does not have the effect of changing the recognition and measurement principles required to be applied under GAAP, and both the purchase accounting adjustment and the sales-type lease adjustment provide important supplemental information to investors to assess our results of operations and calculate our valuation.

Securities and Exchange Commission

March 14, 2024

Page 2

Purchase accounting adjustment

The purchase accounting adjustment for sold rental assets is adjusting for the incremental GAAP expense reflecting fair value step-ups as part of historical business combinations, particularly the acquisition of CTOS LP by Nesco in 2021.

The Company believes that the purchase accounting adjustment provides important information for investors to assess the Company’s entire rental fleet on a consistent basis, regardless of whether a piece of equipment originates from legacy CTOS LP or legacy Nesco, as the origin of the equipment does not impact the Company’s use and evaluation of its rental equipment. In the equipment rental industry, the underlying asset economics based on original equipment cost is the common ground that all companies are evaluated against. We believe our adjustment to EBITDA for the non-cash impact of purchase accounting provides a valuable perspective for investors to assess our underlying asset economics and profitability and to compare us against our peers on a consistent basis.

The Company further advises the Staff that a purchase accounting adjustment is frequently used by companies in the equipment rental industry. For example, Adjusted Net Income reported by Hertz Global Holdings includes an adjustment for “acquisition accounting-related depreciation and amortization.” Adjusted EPS and Adjusted EBITDA reported by United Rentals, Inc. (“United Rentals”) include an adjustment for “fair value mark-up of acquired fleet.”

In addition, the Staff has reviewed and commented on certain of these companies’ non-GAAP measures that include purchase accounting adjustment. In response to the Staff’s request in the 2023 comment letter to provide reconciliation for used equipment adjusted gross margin, United Rentals undertook, and the Staff accepted its undertaking, to “quantify the fair value mark-up of acquired fleet adjustment, which represents the only difference between the GAAP used equipment gross margin and the used equipment adjusted gross margin” (underlined emphasis added).

Sales-type lease adjustment

The sales-type lease adjustment is replacing sales revenue and cost of equipment sales with billed rental revenue. The trigger of a sales-type lease is whether a customer’s exercise of their purchase option meets the reasonably certain criteria of ASC 842, which decision is personal to the customer.

The Company believes that this adjustment provides important information for investors to assess the Company’s entire rental fleet on a consistent basis, regardless of the trigger of sales-type lease accounting, which does not impact the Company’s continued service and internal evaluation of deployed rental equipment.

As further discussed below, investors and research analysts are fully aware of the sales-type lease adjustment as well as the purchase accounting adjustment, and use Adjusted EBITDA including the two adjustments as an important measure in their analysis, forecast and valuation of the Company. To remove these adjustments from Adjusted EBITDA would deprive investors, employees and other users of our financial information of an important tool that they use to assess the Company’s operating performance and economic results.

The Company closely monitors peer companies’ use of non-GAAP financial measures to enhance the Company’s own presentation. Peer companies’ communications with the Staff regarding non-GAAP financial measures have provided opportunities for the Company to assess the Staff’s view toward commonly used adjustments in the industry. Accordingly, the Company has evaluated the adjustments included by peer companies and would be willing to update references of “non-cash purchase accounting impact” to “fair value mark-up of acquired rental fleet” in its future presentations of Adjusted EBITDA to align with peer companies if the Staff agrees with the proposed approach.

Investors' use of Adjusted EBITDA

The Company’s investors have communicated their preference that we continue to provide historical and projected Adjusted EBITDA using our existing methodology. In addition, we have received multiple requests from investors, research analysts and others to continue to provide Adjusted EBITDA using our existing methodology to allow them to analyze and evaluate the Company’s performance. For example,

Securities and Exchange Commission

March 14, 2024

Page 3

•J.P. Morgan, in a report dated November 8, 2023, discussed the Company’s historical Adjusted EBITDA as part of its performance evaluation of the Company, and guided on Adjusted EBITDA for 2023, 2024 and 2025. The report also calculated the Company’s valuation based on Adjusted EBITDA.

•Oppenheimer & Co Inc., in a report dated November 12, 2023, and Davidson & Co., in a report dated November 29, 2023, also discussed and guided on Adjusted EBITDA, and analyzed the Company’s valuation in a similar fashion.

The Company presents Adjusted EBITDA to facilitate a supplemental understanding of the Company’s operational performance and an evaluation of the Company’s rental fleet by adjusting for the impact of purchase accounting and sales-type lease accounting to permit investors to understand how the Company serves its rental customers and to facilitate the evaluation of the Company’s deployed rental equipment. Many of the Company’s investors have confirmed that the Company’s Adjusted EBITDA presentation provides meaningful information for their assessment of the Company’s results, particularly as this presentation aligns with covenant compliance and with the Company’s compensation targets.

For the reasons above and as set forth in the Company’s prior responses to the Staff, the Company respectfully advises the Staff that the Company wishes to continue presenting Adjusted EBITDA, both on a historical basis as well as a guidance metric on a forward-looking basis. The Company acknowledges that its Adjusted EBITDA includes adjustments that have the effect of including amounts that are excluded in the most directly comparable measure calculated and presented in accordance with GAAP, as contemplated by Item 10(e)(2) of Regulation S-K. However, the Company respectfully submits that, in the Company’s specific circumstances, its use of Adjusted EBITDA does not have the effect of changing the fundamental recognition and measurement principles required to be applied under GAAP. As a result, the Company respectfully submits that its Adjusted EBITDA is not incompatible with Question 100.04 of the Non-GAAP Financial Measures C&DIs.

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

If you would like to discuss any of these items further or need additional information, please feel free to call me at (816) 627-2626.

  Sincerely,

  /s/ Christopher Eperjesy

    Christopher Eperjesy
Chief Financial Officer

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7701 Independence Avenue

Kansas City, Missouri 64125

February 27, 2024

VIA EDGAR CORRESPONDENCE

Tony Watson

Adam Phippen

Division of Corporation Finance

Office of Trade & Services

Securities and Exchange Commission

100 F Street, NE

Washington, D.C. 20549

Re: Custom Truck One Source, Inc.

 Form 10-K for the Fiscal Year Ended December 31, 2022

 Response dated December 15, 2023

 File No. 001-38186

Dear Mr. Watson and Mr. Phippen:

This letter confirms the telephone conversation by our representative from Latham & Watkins LLP and Mr. Phippen on February 27, 2024 regarding Custom Truck One Source, Inc.’ s request for an extension of time to respond to the comment letter dated February 14, 2024 from the Staff of the Division of Corporation Finance.

As discussed, the Company requires additional time to prepare its response and currently expects to respond on or about March 14, 2024.

Please feel free to call me at (816) 627-2626 if you have any questions regarding this matter.

  Sincerely,

  /s/ Christopher Eperjesy

    Christopher Eperjesy
Chief Financial Officer

United States securities and exchange commission logo
February 14, 2024
Christopher Eperjesy
Chief Financial Officer
Custom Truck One Source, Inc.
7701 Independence Ave
Kansas City, MO 64125
Re:Custom Truck One Source, Inc.
Form 10-K for the Fiscal Year Ended December 31, 2022
Response dated December 15, 2023
File No. 1-38186
Dear Christopher Eperjesy:
            We have reviewed your December 15, 2023 response to our comment letter and have the
following comment(s).
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments. Unless
we note otherwise, any references to prior comments are to comments in our December 1, 2023
letter.
Form 10-K for the Fiscal Year Ended December 31, 2022
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations
Adjusted EBITDA, page 28
1.We note your response to prior comment 2 regarding Adjusted EBITDA and we re-issue
our previous comment. Please revise your presentation in future filings to remove the
purchase accounting and sales-type lease adjustments as they change the recognition and
measurement principles required to be applied in accordance with GAAP. Refer to
Question 100.04 of the Non-GAAP Financial Measures Compliance and Disclosure
Interpretations.

 FirstName LastNameChristopher Eperjesy
 Comapany NameCustom Truck One Source, Inc.
 February 14, 2024 Page 2
 FirstName LastName
Christopher Eperjesy
Custom Truck One Source, Inc.
February 14, 2024
Page 2
            Please contact Tony Watson at 202-551-3318 or Adam Phippen at 202-551-3336 if you
have questions regarding comments on the financial statements and related matters.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

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7701 Independence Avenue

Kansas City, Missouri 64125

December 15, 2023

VIA EDGAR CORRESPONDENCE

Tony Watson

Adam Phippen

Division of Corporation Finance

Office of Trade & Services

Securities and Exchange Commission

100 F Street, NE

Washington, D.C. 20549

Re: Custom Truck One Source, Inc.

 Form 10-K for the Fiscal Year Ended December 31, 2022

 Response dated November 8, 2023

 File No. 001-38186

Dear Mr. Watson and Mr. Phippen:

This letter sets forth Custom Truck One Source, Inc.’ s (the “Company,” “we” or “our”) responses to the comments received from the staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the “Commission”) by letter dated December 1, 2023 with respect to the above referenced filing. The Staff’s comments are set forth in bold, followed by the Company’s response to each comment. Capitalized terms used herein that are not otherwise defined have the meanings ascribed to them in the above referenced filings.

Form 10-K for the Fiscal Year Ended December 31, 2022

Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations, page 24

1.We note your response to prior comment 1. Your reference to Item 10(e)(4) of Regulation S-K does not appear to apply since you exclude the effect of the adjustments to rental equipment fleet acquired in business combinations in your computation of these measures. Your adjustment appears to turn these measures into tailored measures. Please revise your future disclosure to remove the adjustments made for rental equipment acquired in business combinations or explain to us further why you believe these are not tailored measures. Refer to Question 100.04 of the Non-GAAP Financial Measures Compliance and Disclosure Interpretations.

Response

We respectfully advise the Staff that Ending OEC, Average OEC on rent and OEC on rent yield are not measures of the Company's financial performance. Item 10(e)(4) of Regulation S-K expressly provides that “non-GAAP financial measures exclude… operating and other statistical measures.” Ending OEC, Average OEC on rent and OEC on rent yield are operating metrics commonly used in the equipment rental industry and are therefore excluded from the definition of non-GAAP financial measures pursuant to Item 10(e)(4) of Regulation S-K.

Original equipment cost (“OEC”) — OEC represents the original cost of a rental unit. It is a standard operating metric used in the equipment rental industry. The American Rental Association (the “ARA”) published a guide on Financial Standards for the Equipment Rental Industry that lists OEC as one of the key standard metrics for purposes of  “consistent benchmarking” and to provide a basis to “make meaningful comparison among equipment rental companies.”1

1http://www.ararental.org/Portals/0/Documents/MembershipPrograms/ARA%20Rental%20Market%20Metrics_AB.pdf

Securities and Exchange Commission

December 15, 2023

Page 2

OEC is based on the Company’s active rental fleet that generates rental billings to customers. Active rental fleet, as an operating metric, can be distinguished from the Company’s rental equipment asset reported on the Company’s balance sheet that includes both active rental fleet and equipment that is not in service. OEC allows management to measure the active rental fleet's ability to generate investment return and is derived from the Company's rental unit management system. As an operating metric, Ending OEC also is not depreciated over time; rather, it is a representation of the Company’s investment in rental units that are currently in service. A large part of the Company’s active rental fleet consists of Custom Truck One Source, L.P.’s (“CTOS LP”) legacy rental fleet prior to Nesco Holdings, Inc.’s (“Nesco”) acquisition of CTOS LP in 2021 (the “Business Combination”). Recording Nesco’s and CTOS LP’s respective fleets based on their original cost, regardless of the Business Combination, enables management to compare Nesco’s and CTOS LP’s legacy fleets and facilitates evaluation of the Company’s rental fleet on a consistent basis.

Accordingly, Ending OEC is not a measure derived from the Company’s financial statements and is not comparable to GAAP carrying value. Rather, Ending OEC is an operating metric and excluded from the definition of a non-GAAP financial measure pursuant to Item 10(e)(4) of Regulation S-K .

Average OEC on rent — Average OEC on rent is calculated as the weighted-average OEC on rent during a stated period of time. Average OEC is an operating metric rather than a non-GAAP financial measure because it is calculated using OEC, an operating metric, and time.

OEC on rent yield (“ORY”) — ORY is a measure of return realized by our rental fleet during a period. ORY is calculated as billed rental price (which excludes amounts invoiced to customers for freight and ancillary fees) during the stated period divided by the Average OEC on rent for the same period. ORY is also an operating metric rather than a non-GAAP financial measure because ORY is calculated using two other operating metrics, billed rental price and Average OEC.

OEC, Average OEC on rent and ORY are KPIs used by the Company to manage and evaluate its active rental fleet and are operating metrics commonly used in the equipment rental industry. These KPIs are non-financial, operating metrics and are not non-GAAP financial measures.

The Company also explains in the definition of Ending OEC that this metric represents the original equipment cost, exclusive of the effect of purchase accounting, which provides investors and the public transparent disclosure regarding the background and calculation of this operating metric.

Adjusted EBITDA, page 28

2.     We note your response to prior comment 2. Your purchase accounting adjustment appears to be tailored accounting because it reverses the fair value GAAP accounting required in business combinations. Your sales-type lease adjustment appears to be tailored because as you state in your response your adjustment changes the recognition of those amounts to cash basis. Please revise your presentation in future filings to remove these adjustments or tell us further why you believe they are not individually tailored recognition methods. Refer to Question 100.04 of the Non-GAAP Financial Measures Compliance and Disclosure Interpretations.

Response

The Company respectfully advises the Staff that we have considered Question 100.04 of the Non-GAAP Financial Measures Compliance and Disclosure Interpretations (“C&DI”), which is presented below:

Question: Can a non-GAAP measure violate Rule 100(b) of Regulation G if the recognition and measurement principles used to calculate the measure are inconsistent with GAAP?

Answer: Yes. By definition, a non-GAAP measure excludes or includes amounts from the most directly comparable GAAP measure. However, non-GAAP adjustments that have the effect of changing the recognition and measurement principles required to be applied in accordance with GAAP would be considered individually tailored and may cause the presentation of a non-GAAP measure to be misleading. Examples the staff may consider to be misleading include, but are not limited to:

Securities and Exchange Commission

December 15, 2023

Page 3

•changing the pattern of recognition, such as including an adjustment in a non-GAAP performance measure to accelerate revenue recognized ratably over time in accordance with GAAP as though revenue was earned when customers were billed;

•presenting a non-GAAP measure of revenue that deducts transaction costs as if the company acted as an agent in the transaction, when gross presentation as a principal is required by GAAP, or the inverse, presenting a measure of revenue on a gross basis when net presentation is required by GAAP; and

•changing the basis of accounting for revenue or expenses in a non-GAAP performance measure from an accrual basis in accordance with GAAP to a cash basis.

We respectfully advise the Staff that we do not believe the purchase accounting adjustment and the sales-type lease adjustment are individually tailored accounting principles that violate Regulation G, which C&DI 100.04 is premised upon, as neither of the two adjustments, when “taken together with the information accompanying that measure and any other accompanying discussion of that measure, contains an untrue statement of a material fact or omits to state a material fact necessary in order to make the presentation of the non-GAAP financial measure, in light of the circumstances under which it is presented, not misleading” (underlined emphasis added).

As noted in our response to prior comment 2, the purchase accounting adjustment for sold rental assets is adjusting for the incremental GAAP expense that results from the adjustment in fair value over the assets’ carrying values that were recorded as part of historical business combinations. The sales-type lease adjustment is replacing sales revenue and cost of equipment sales (equal to the carrying value of the rental unit, net of accumulated depreciation) with billed rental revenue.

The Company believes that the purchase accounting adjustment is meaningful because cost step-ups as a result of the Business Combination are not related to the Company’s organic operations, but instead related to a specific corporate event. The Company respectfully advises the Staff that the purchase accounting adjustment increases transparency with investors by reducing the significant variability in equipment cost as a result of different accounting treatments for CTOS LP’s legacy equipment and Nesco’s legacy equipment and provides investors with an opportunity to look at the Company’s equipment as a whole without the impact from the Business Combination. In addition, fair value adjustments in purchase accounting further distort comparisons to any peer group since the Business Combination was a one-time, non-recurring corporate transaction specific to the Company.

The Company believes that the sales-type lease accounting adjustment is meaningful since it is consistent with the Company’s operations. From a non-financial, operational perspective, there is no difference in the services the Company is providing for rentals accounted for as an operating lease or a sales-type lease. In all rental contracts, the Company is providing the rental unit and comparable services throughout the duration of the contracts. Distinguishing a sales-type lease from an operating lease involves accounting judgments as to whether there exists a compelling economic reason on the part of a customer to purchase the rental unit at the end of a rental period, which decision is external to the Company. The sales-type lease accounting adjustment increases the comparability of the Company’s results across its entire portfolio of rental contracts and provides the Company and investors with a useful perspective to look at the Company’s rental portfolio as a whole, without the impact of external factors that have little bearing on the Company’s rental business.

When considering whether to include the adjustments for non-cash purchase accounting and sales-type lease accounting for Adjusted EBITDA, we also considered that analysts regularly seek information regarding purchase accounting and sales-type lease accounting for modelling purposes. Rather than provide this information only upon request to analysts, the Company believes it more transparent to provide these adjustments in its public disclosures, while taking care to explain the adjustments made, and reconcile to the most directly comparable GAAP measure. It is also important to note that the lenders under the Company's revolving credit agreement use this definition of Adjusted EBITDA, with the adjustments for non-cash purchase accounting and sales-type lease accounting, which indicates that these lenders view this measure as appropriate for measuring the operating performance of the Company's underlying business. In addition, the Company’s externally provided outlook for 2023 Adjusted EBITDA, adjusts for non-cash purchase accounting and sales-type lease accounting.

The Company respectively advises the Staff that its disclosures and presentation of the adjustments for non-cash purchase accounting and sales-type lease accounting for Adjusted EBITDA align with  C&DI 100.04 and Rule

Securities and Exchange Commission

December 15, 2023

Page 4

100(b) of Regulation G as disclosures on adjustments are fully transparent. Where Item 10(e) of Regulation S-K is applicable, historical Adjusted EBITDA is always preceded by Net Income, to give equal or greater prominence to the most directly comparable GAAP measure, and in compliance with other applicable requirements of Item 10(e). The Company’s presentation of Adjusted EBITDA is also accompanied by separate disclosures that explain in detail the nature of each adjustment, including the adjustments for non-cash purchase accounting and sales-type lease accounting, and identify the amount of each adjustment in the reconciliation table.

For the reasons set forth above, the Company believes that the purchase accounting and sales-type lease accounting adjustments do not, when “taken together with the information accompanying that measure and any other accompanying discussion of that measure, contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the presentation of the non-GAAP financial measure, in light of the circumstances under which it is  presented, not misleading.” (underlined emphasis added)

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

If you would like to discuss any of these items further or need additional information, please feel free to call me at (816) 627-2626.

  Sincerely,

  /s/ Christopher Eperjesy

    Christopher Eperjesy
Chief Financial Officer

United States securities and exchange commission logo
December 1, 2023
Christopher Eperjesy
Chief Financial Officer
Custom Truck One Source, Inc.
7701 Independence Ave
Kansas City, MO 64125
Re:Custom Truck One Source, Inc.
Form 10-K for the Fiscal Year Ended December 31, 2022
Response dated November 8, 2023
File No. 1-38186
Dear Christopher Eperjesy:
            We have reviewed your November 8, 2023 response to our comment letter 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 to this letter, we may have additional comments. Unless
we note otherwise, any references to prior comments are to comments in our October 25, 2023
letter.
Form 10-K for the Fiscal Year Ended December 31, 2022
Item 7. Management's Discussion and Analysis of Financial Condition and Results of
Operations, page 24
1.We note your response to prior comment 1. Your reference to Item 10(e)(4) of Regulation
S-K does not appear to apply since you exclude the effect of the adjustments to rental
equipment fleet acquired in business combinations in your computation of these
measures. Your adjustment appears to turn these measures into tailored measures. Please
revise your future disclosure to remove the adjustments made for rental equipment
acquired in business combinations or explain to us further why you believe these are not
tailored measures. Refer to Question 100.04 of the Non-GAAP Financial Measures
Compliance and Disclosure Interpretations.

 FirstName LastNameChristopher Eperjesy
 Comapany NameCustom Truck One Source, Inc.
 December 1, 2023 Page 2
 FirstName LastName
Christopher Eperjesy
Custom Truck One Source, Inc.
December 1, 2023
Page 2
Adjusted EBITDA, page 28
2.We note your response to prior comment 2. Your purchase accounting adjustment appears
to be tailored accounting because it reverses the fair value GAAP accounting required in
business combinations. Your sales-type lease adjustment appears to be tailored because as
you state in your response your adjustment changes the recognition of those amounts to
cash basis. Please revise your presentation in future filings to remove these adjustments or
tell us further why you believe they are not individually tailored recognition methods.
Refer to Question 100.04 of the Non-GAAP Financial Measures Compliance and
Disclosure Interpretations.
            Please contact Tony Watson at 202-551-3318 or Adam Phippen at 202-551-3336 if you
have questions regarding comments on the financial statements and related matters.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

CORRESP
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7701 Independence Avenue

Kansas City, Missouri 64125

November 8, 2023

VIA EDGAR CORRESPONDENCE

Tony Watson

Adam Phippen

Division of Corporation Finance

Office of Trade & Services

Securities and Exchange Commission

100 F Street, NE

Washington, D.C. 20549

Re: Custom Truck One Source, Inc.

 Form 10-K for the Fiscal Year Ended December 31, 2022

 Filed March 14, 2023

 File No. 001-38186

Dear Mr. Watson and Mr. Phippen:

This letter sets forth Custom Truck One Source, Inc.’ s (the “Company,” “we” or “our”) responses to the comments received from the staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the “Commission”) by letter dated October 25, 2023 with respect to the above referenced filing. The Staff’s comments are set forth in bold, followed by the Company’s response to each comment. Capitalized terms used herein that are not otherwise defined have the meanings ascribed to them in the above referenced filings.

Form 10-K for the Fiscal Year Ended December 31, 2022

Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations, page 24

1.We note your disclosure of Ending OEC, Average OEC on rent and OEC on rent yield used as a basis for determining your financial loan covenants. Please tell us your consideration of identifying these amounts as non-GAAP measures since you exclude the effect of adjustments to rental equipment fleet acquired in business combinations in your computation of these measures. Also, tell us your consideration of making the disclosures in Question 102.09 of the Non-GAAP Financial Measures Compliance and Disclosure Interpretations and Item 10(e)1(i) of Regulation S-K where you present these measures. This comment also applies to your earnings release filed on Forms 8-K.

The Company acknowledges the Staff’s comment. The Company advises the Staff that Ending OEC, Average OEC on rent and OEC on rent yield are operating measures, also referred to as “key performance indicators” or “KPIs,” and they are excluded from the definition of non-GAAP financial measures pursuant to Regulation S-K Item 10(e)(4). These KPIs are used by the Company to manage and evaluate aspects of its rental business and are commonly used in the equipment rental industry. These KPIs are necessary to provide investors with information for the evaluation of the Company’s performance. A discussion of the Company’s considerations that none of Ending OEC, Average OEC on rent and OEC on rent yield are non-GAAP measures is provided below:

Ending OEC — Original equipment cost (“OEC”) represents the original cost of a rental unit. The OEC of a rental unit is comprised of the original purchase cost of the underlying components (e.g. the chassis, the body, attachments) and labor and production overhead when the rental unit is produced by the Company. When a rental unit is purchased as a fully assembled item (referred to as a whole good) from a supplier, the OEC represents the purchase cost of that whole good. OEC is derived from the Company's rental unit management system and is not depreciated over time; rather, it is a static representation of the Company’s investment in the rental unit.

Securities and Exchange Commission

November 8, 2023

Page 2

The Company utilizes OEC to monitor and track the level of dollar investment in its fleet of active, rentable equipment inventory and it is a widely used industry metric to compare fleet dollar value. A rate of return based on rental billings to customers is used by the Company to calculate the investment return of the rental fleet.

Accordingly, Ending OEC is not a measure derived from the Company’s financial statements and is not comparable to GAAP carrying value. Tracking OEC based on the Company’s active rental fleet, which generates rental billings to customers, provides the Company, its investors and analysts with a basis to measure the rental fleet’s ability to generate investment return. Accordingly, OEC is an operating measure and excluded from the definition of a non-GAAP financial measure.

Average OEC on rent — Average OEC on rent is calculated as the weighted-average OEC on rent during a stated period of time. The Company calculates this metric using OEC as described above (an operating measure) by the number of rentable days by month, by quarter and for year-to-date periods at the end of each fiscal month. The Company does not believe this metric is a non-GAAP financial measure because it is calculated using an operating measure (OEC) and time.

OEC on rent yield — OEC on rent yield (“ORY”) is a measure of return realized by our rental fleet during a period. ORY is calculated as billed rental price (which excludes amounts invoiced to customers for freight and ancillary fees) during the stated period divided by the Average OEC on rent for the same period. This operating measure provides a measurement of yield on the investment dollars comprising the active rental fleet (the OEC as described above) and is also commonly used in the equipment rental industry to evaluate pricing trends. The Company believes that this operating measure is excluded from the definition of a non-GAAP financial measure because the calculation of ORY is based on billed rental price, an operating measure, and Average OEC on rent.

Based on the foregoing considerations, the Company does not believe Regulation S-K Item 10(e)(1)(i) and Question 102.09 of the Non-GAAP Financial Measures Compliance and Disclosure Interpretations (“C&DI”) are applicable; instead, Ending OEC, Average OEC on rent and OEC on rent yield are “operating and other statistical measures” and ratios calculated thereof, and are excluded from the definition of non-GAAP financial measures pursuant to Regulation S-K Item 10(e)(4).

The Company further advises the Staff that, because Ending OEC is an operating measure and not part of the Company’s financial loan covenant package, reference to Ending OEC will be removed from the discussions of financial loan covenants in the Company’s future filings with the Commission and other investor communications.

Securities and Exchange Commission

November 8, 2023

Page 3

Adjusted EBITDA, page 28

2.     We note your disclosure of Adjusted EBITDA used as a performance measure and to measure performance against your credit agreement. Please tell us how the non-cash purchase accounting and sales-type lease adjustments are not considered individually tailored in the context of a performance measure. Refer to Question 100.04 of the Non-GAAP Financial Measures Compliance and Disclosure Interpretations. To the extent they are considered individually tailored, please remove references to performance measures in future filings and frame the disclosure in the context of the credit agreement. Refer to Question 102.09 of the Non-GAAP Financial Measures Compliance and Disclosure Interpretations. Also, refer to response 2 in your letter dated October 25, 2021. In addition, please tell us your consideration of reconciling Adjusted EBITDA to net cash provided by operating activities, the most directly comparable liquidity financial measure presented in accordance with GAAP.

The Company acknowledges the Staff’s comment. The Company advises the Staff that it regularly assesses its use of Adjusted EBITDA and how it approaches adjustments to arrive at Adjusted EBITDA. Subsequent to providing response 2 in the Company's letter dated October 25, 2021, the Company continued to receive communications from investors and others that the Company’s presentation of Adjusted EBITDA provides useful information that allows them to better compare the Company's results with peer companies. Moreover, the Company has not received any feedback that questioned why it provides Adjusted EBITDA  inclusive of the non-cash purchase accounting and sales-type lease accounting adjustments or that stated the information was not meaningful or necessary. In light of the continuing interest from investors and the investment community, the Company has continued to disclose Adjusted EBITDA including these adjustments. The Company's analysis and conclusions with respect to C&DI 100.04 are set forth below.

The Company uses Adjusted EBITDA as its primary measure for assessing operational performance and wishes to be transparent with the investment community and users of its financial statements regarding the operational measures it uses for the measurement of performance. Adjusted EBITDA is used in connection with making operating decisions, strategic planning, annual budgeting, evaluation of management performance and comparing operating results with historical periods and with industry peer companies. Investors and analysts have used Adjusted EBITDA in their financial models since the Company became public in fiscal 2019. In addition, the Company has provided guidance for the fiscal year ending December 31, 2023 in its prior earnings releases using this measure, and this measure is a key performance measure for the Company’s performance-based compensation and is disclosed annually in the Company’s proxy statement; as such, the Company believes Adjusted EBITDA and the adjustments related thereof should be made available to the users of its financial statements as part of its quarterly and annual results.

The Company does not believe its Adjusted EBITDA, as adjusted for non-cash purchase accounting and sales-type lease accounting is misleading under C&DI 100.04 and Rule 100(b) of Regulation G.

C&DI Question 100.04 states that “non-GAAP adjustments that have the effect of changing the recognition and measurement principles required to be applied in accordance with GAAP would be considered individually tailored and may cause the presentation of a non-GAAP measure to be misleading.” Regulation G states that a registrant should not publicly disclose a non-GAAP financial measure “that, taken together with the information accompanying that measure and any other accompanying discussion of that measure, contains an untrue statement of a material fact or omits to state a material fact necessary in order to make the presentation of the non-GAAP financial measure, in light of the circumstances under which it is presented, not misleading” (emphasizes added).

The Company believes that its disclosures and presentation of the adjustments for non-cash purchase accounting and sales-type lease accounting for Adjusted EBITDA are transparent and not misleading. Where Regulation S-K Item 10(e) is applicable, historical Adjusted EBITDA is always preceded by Net Income, to give equal or greater prominence to the most directly comparable GAAP measure, and in compliance with other applicable requirements of Item 10(e). The Company’s presentation of Adjusted EBITDA is also accompanied by separate disclosures that explain in detail the nature of each adjustment, including the adjustments for non-cash purchase accounting and sales-type lease accounting, and identify the amount of each adjustment in the reconciliation table.

The Company also believes the adjustments for non-cash purchase accounting and sales-type lease accounting for Adjusted EBITDA provide additional insights on its business operations that are helpful to investors for reasons as follows:

Non-Cash Purchase Accounting Adjustment — To measure the gross profit on the sale of a rental fleet unit, the sales price of a unit is measured against the carrying value of the unit, which is net of accumulated depreciation. This measurement of gross profit under GAAP includes the impact of prior step-ups to fair value from purchase accounting. The measurement of gross profit under the Adjusted EBITDA measure adjusts for the step-up, such that the sales price of a unit is measured against the pre-combination accounting carrying value of the unit, net of accumulated depreciation. Accordingly, the purchase accounting adjustment is adjusting for the incremental GAAP expense that results from the adjustment in fair value for sold rental assets over their carrying values that were recorded as part of historical business combinations.

The Company does not believe that adding back the effects of purchase accounting is considered an individually tailored accounting principle because the recognition and measurement principles used to calculate the adjustments are not inconsistent with GAAP. The Company believes the adjustment to exclude the incremental GAAP expense from purchase accounting is consistent with the definition of non-GAAP measures (i.e., exclusion of an amount included in the most directly comparable measure) since all of the individual amounts that are being added back are measured and recognized in accordance with GAAP.

Securities and Exchange Commission

November 8, 2023

Page 4

Further, the Company believes that the purchase accounting adjustment is meaningful since it is non-cash (i.e., does not represent cash receipts or require cash spending), is not related to internal operations but instead, relates to the specific event of a business combination, and the adjustment is consistent with how management reviews the Company’s operating performance.

Sales-Type Lease Adjustment — To measure the Company’s performance of its rental business, the Adjusted EBITDA measure utilizes rental revenue, inclusive of freight and ancillary fees billed to customers, on active rental contracts. This measure excludes the impact of accounting for active rental contracts qualifying to be accounted for as a sales-type lease. Under GAAP, the accounting for a rental contract as a sales-type lease results in removing the associated rental asset from the balance sheet, replacing the billed rental revenue from the income statement with recognition of sales revenue and cost of equipment sales (equal to the carrying value of the rental unit, net of accumulated depreciation). However, in actuality, the rental contract remains in place and the Company continues to invoice the rental price to the customer monthly. In addition, the sales-type lease adjustment has no impact on the Company’s cash flow.

CD&I Question 100.04 indicates that non-GAAP adjustments that have the effect of changing the recognition and measurement principles required to be applied in accordance with GAAP, including an adjustment in a non-GAAP performance measure to accelerate revenue recognized ratably over time in accordance with GAAP as though revenue was earned when customers were billed, would be considered individually tailored and may cause the presentation of a non-GAAP measure to be misleading, in violation of Rule 100(b) of Regulation G.

As discussed below, the Company does not believe the adjustment of equipment sales revenue for rental billings, which more closely measures rental payments received from customers, is an individually tailored accounting principle that causes the presentation of a non-GAAP measure to be misleading and violates Rule 100(b) of Regulation G.

The Company’s rental business generates its revenue by charging customers for their right to use the Company’s asset by way of time-based rental contracts. However, distinguishing a sales-type lease from an operating lease in the Company's portfolio of rental contracts involves assessing whether a customer’s exercise of their purchase option meets the reasonably certain criteria of ASC 842. This assessment involves judgments about whether there exists a compelling economic reason for an exercise on the part of the customer, considering factors related to the rental contract itself, the underlying asset, specifics about the customer’s financial situation and market conditions related to rentals of similar classes of assets.

From a non-financial, operational perspective, there is no difference in the services the Company is providing for its time-based rentals under a lease accounted for as an operating lease or a sales-type lease. In a

United States securities and exchange commission logo
October 25, 2023
Christopher Eperjesy
Chief Financial Officer
Custom Truck One Source, Inc.
7701 Independence Ave
Kansas City, MO 64125
Re:Custom Truck One Source, Inc.
Form 10-K for the Fiscal Year Ended December 31, 2022
Filed March 14, 2023
File No. 1-38186
Dear Christopher Eperjesy:
            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 to this letter, we may have additional comments.
Form 10-K for the Fiscal Year Ended December 31, 2022
Item 7. Management's Discussion and Analysis of Financial Condition and Results of
Operations, page 24
1.We note your disclosure of Ending OEC, Average OEC on rent and OEC on rent yield
used as a basis for determining your financial loan covenants. Please tell us your
consideration of identifying these amounts as non-GAAP measures since you exclude the
effect of adjustments to rental equipment fleet acquired in business combinations in your
computation of these measures. Also, tell us your consideration of making the disclosures
in Question 102.09 of the Non-GAAP Financial Measures Compliance and Disclosure
Interpretations and Item 10(e)(1)(i) of Regulation S-K where you present these
measures. This comment also applies to your earnings releases filed on Forms 8-K.

Adjusted EBITDA, page 28
2.We note your disclosure of Adjusted EBITDA used as a performance measure and to
measure performance against your credit agreement. Please tell us how the non-cash

 FirstName LastNameChristopher Eperjesy
 Comapany NameCustom Truck One Source, Inc.
 October 25, 2023 Page 2
 FirstName LastName
Christopher Eperjesy
Custom Truck One Source, Inc.
October 25, 2023
Page 2
purchase accounting and sales-type lease adjustments are not considered individually
tailored in the context of a performance measure. Refer to Question 100.04 of the Non-
GAAP Financial Measures Compliance and Disclosure Interpretations. To the extent they
are considered individually tailored, please remove references to performance measures in
future filings and frame the disclosure in the context of the credit agreement. Refer to
Question 102.09 of the Non-GAAP Financial Measures Compliance and Disclosure
Interpretations. Also, refer to response 2 in your letter dated October 25, 2021. In addition,
please tell us your consideration of reconciling Adjusted EBITDA to net cash provided by
operating activities, the most directly comparable liquidity financial measure presented in
accordance with GAAP.
Consolidated Statements of Stockholders' Equity (Deficit), page 49
3.Please tell us your consideration of including an additional line item in your statement of
stockholders’ equity for the year ended December 31, 2021 related to the common stock
issued for cash.
Note 9: Long-Term Debt, page 66
4.We note your ABL Facility and your 2029 Secured Notes contain restrictive covenants
that limit your ability to pay dividends and make other distributions. Please tell us your
consideration of the disclosures in Rule 4-08(e)(3) 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 Tony Watson at 202-551-3318 or Adam Phippen at 202-551-3336 if you
have questions regarding comments on the financial statements and related matters.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

United States securities and exchange commission logo
November 9, 2021
Bradley Meader
Chief Financial Officer
Custom Truck One Source, Inc.
7701 Independence Avenue
Kansas City, MO 64125
Re:Custom Truck One Source, Inc.
Form 10-K for the Fiscal Year Ended December 31, 2020
Filed March 9, 2021
File No. 001-38186
Dear Mr. Meader:
            We have completed our review of your filing.  We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

CORRESP
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7701 Independence Avenue

Kansas City, Missouri 64125

October 25, 2021

VIA EDGAR CORRESPONDENCE

Scott Stringer

Adam Phippen

Division of Corporation Finance

Office of Trade & Services

Securities and Exchange Commission

100 F Street, NE

Washington, D.C. 20549

Re: Custom Truck One Source, Inc.

 Form 10-K for the fiscal year ended December 31, 2020

 Filed March 9, 2021

 Form 8-K filed August 12, 2021

 File No. 001-38186

Dear Messrs. Stringer and Phippen:

This letter sets forth Custom Truck One Source, Inc.'s (the "Company," "we" or "our") responses to the comments received from the staff Division of Corporation Finance (the "Staff") of the Securities and Exchange Commission (the "Commission") by letter dated October 14, 2021 with respect to the above referenced filings. The Staff's comments are set forth in bold, followed by the Company's response to each comment. Capitalized terms used herein that are not otherwise defined have the meanings ascribed to them in the above referenced filings.

1. It is not appropriate to combine information for pre- and post-transaction periods without reflecting all relevant pro forma adjustments required by Article 11 of Regulation S-X. Please revise all future filings to remove all combined financial information.

The Company acknowledges the Staff's comment and where combined information for pre- and post-transaction periods are presented, the Company will reflect all relevant pro forma adjustments required by Article 11 of Regulation S-X.

2. Reference is made to the many non-GAAP measures which exclude the impact of purchase accounting. Please provide detail of what each adjustment includes and the amount of each component. For each component of the adjustment please tell us how you considered whether you are substituting an individually tailored recognition and measurement method for a GAAP measure. Refer to Question 100.04 of the Non-GAAP Compliance and Disclosure Interpretations and Rule 100(b) of Regulation G.

In response to the Staff's request, the Company is providing below, detail of what each adjustment includes, including the amount of each component. The components of each adjustment relate to: (i) the elimination of the effect of the purchase accounting inventory step-up to fair value; (ii) the elimination of the incremental depreciation expense related to the purchase accounting step-up to the fair values of rental equipment and non-rental property and equipment; and, (iii) the elimination of the purchase accounting fair value adjustment included in cost of sold rental equipment, net of accumulated depreciation, on the date of each sale.

Securities and Exchange Commission

October 25, 2021

Page 2

Equipment Rental Solutions (ERS) Segment

The table below presents the purchase accounting impact related to depreciation of non-rental property and equipment, the amortization of the step-up to the fair value of inventory and the cost of acquisition-date rental equipment sold subsequent to April 1, 2021.

(in $000s)

Historical depreciation of non-rental property and equipment  $ 534

Depreciation of fair value of non-rental property and equipment  (503)

Amortization of inventory fair value step-up  (1,332)

Purchase accounting fair value adjustment on equipment sold  (11,739)

  $ (13,040)

The table below presents the purchase accounting impact related to the allocation of the purchase price to the acquired rental fleet.

(in $000s)

Historical depreciation of rental equipment  $ 45,891

Depreciation of fair value of rental equipment  (50,422)

  $ (4,531)

Truck and Equipment Sales (TES) Segment

The table below presents the purchase accounting impact related to depreciation of non-rental property and equipment and the amortization of the step-up to the fair value of inventory.

(in $000s)

Historical depreciation of non-rental property and equipment  $ 790

Depreciation of fair value of non-rental property and equipment  (563)

Amortization of inventory fair value step-up  (5,541)

  $ (5,314)

Aftermarket Parts and Services (APS) Segment

The table below presents the purchase accounting impact related to depreciation of non-rental property and equipment and the amortization of the step-up to the fair value of inventory.

(in $000s)

Historical depreciation of non-rental property and equipment  $ 371

Depreciation of fair value of non-rental property and equipment  (347)

Amortization of inventory fair value step-up  (2,515)

  $ (2,491)

Consolidated Purchase Accounting Adjustment

The table below presents the components of the non-cash purchase accounting impact adjustments included in our reconciliation of consolidated net loss to consolidated Adjusted EBITDA. The adjustments eliminate the impact of purchase accounting related to the cost of rental equipment sold that received a step-up to fair value in purchase accounting and the amortization of the step-up to the fair value of inventory from the acquisition of Custom Truck LP.

 Three Months Ended June 30,  Six Months Ended June 30,

(in $000s) 2021  2020  2021  2020

Purchase accounting fair value adjustment on equipment sold $ 11,999    $ 178    $ 12,052    $ 1,095

Amortization of inventory fair value step-up 9,388    —    9,388    —

 $ 21,387    $ 178    $ 21,440    $ 1,095

We respectfully advise the Staff that the Company considers the guidance and requirements contained in the Compliance and Disclosure Interpretations ("C&DI") issued by the SEC when preparing non-GAAP measures in its filings. With respect to the purchase accounting adjustments, the Company believes the exclusion of the impacts of purchase accounting is meaningful to investors because their exclusion provides a meaningful measure of historical acquisition cost. In the Company's industry, historical acquisition cost is referred to as original equipment cost, or

Securities and Exchange Commission

October 25, 2021

Page 3

"OEC." OEC is a measure used by others in the Company's industry that is believed to be useful because of the varying methods an entity may use to acquire individual assets or groups of assets (such as through a business combination); therefore, use of OEC is believed to enhance comparability. Additionally, key performance measures including rental contract pricing, sales prices of used equipment and return on investment, are all based on OEC. Also, excluding the impact of the step-up to inventory value is believed to be a better measure of performance as the purchase accounting will impact a period of approximately six months from the date of the business combination. The Company respectively advises the Staff that we frequently receive inquiries from investors regarding the amount of purchase accounting fair value adjustments recognized in our statements of operations, especially as they relate to gross margins and how gross margins will be impacted in the future. Additionally, the provisions in our senior asset-based credit facility (the "ABL") and the indenture governing the 2029 Secured Notes exclude adjustments that result from the application of purchase accounting from the lenders' and investors' measures of the Company's operating performance. Based on our further evaluation of C&DI Question 100.04 related to non-GAAP measures, we will exclude purchase accounting adjustments from our non-GAAP measures in future filings, except as called for by C&DI Question 102.09. From our evaluation of Question 102.09, because our debt agreements are material agreements, we believe presentation of consolidated Adjusted EBITDA (as defined under those debt agreements) is appropriate.

3. Adjusted net working capital adjusts for current maturities of long-term debt, current portion of finance lease obligations and accrued interest expense. You should not exclude charges or liabilities that required or will require, cash settlement, or would have required cash settlement absent an ability to settle in another manner, from non-GAAP liquidity measures, other than the measures earnings before interest and taxes (EBIT) and earnings before interest, taxes, depreciation, and amortization (EBITDA). Refer to Item 10(e)(1)(ii)(A) of Regulation S-K. Please revise future filings or advise why your measure as presented is not prohibited.

The Company acknowledges the Staff's comment and where adjusted net working capital is included, we will revise the information to be compliant with Item 10(e)(1)(ii)(A) of Regulation S-K.

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

Please feel free to contact me at +1-816-241-4888 if you have any questions regarding our responses above.

  Sincerely,

  /s/ Bradley Meader

    Bradley Meader
Chief Financial Officer

United States securities and exchange commission logo
October 14, 2021
Bradley Meader
Chief Financial Officer
Custom Truck One Source, Inc.
7701 Independence Avenue
Kansas City, MO 64125
Re:Custom Truck One Source, Inc.
Form 10-K for the fiscal year ended December 31, 2020
Filed March 9, 2021
Form 8-K filed August 12, 2021
File No. 001-38186
Dear Mr. Meader:
            We have limited our review of your filing to the financial statements and related
disclosures 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 these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Form 8-K filed August 12, 2021
Exhibit 99.1, page 1
1.It is not appropriate to combine information for the pre- and post-transaction periods
without reflecting all relevant pro forma adjustments required by Article 11 of Regulation
S-X.  Please revise future filings to remove all combined financial information.
2.Reference is made to the many non-GAAP measures which exclude the impact of
purchase accounting.  Please provide detail of what each adjustment includes and the
amount of each component.  For each component of the adjustment please tell us how you
considered whether you are substituting an individually tailored recognition and
measurement method for a GAAP measure.  Refer to Question 100.04 of the Non-GAAP
Compliance and Disclosure Interpretations and Rule 100(b) of Regulation G.

 FirstName LastNameBradley Meader
 Comapany NameCustom Truck One Source, Inc.
 October 14, 2021 Page 2
 FirstName LastName
Bradley Meader
Custom Truck One Source, Inc.
October 14, 2021
Page 2
3.Adjusted net working capital adjusts for current maturities of long-term debt, current
portion of finance lease obligations and accrued interest expense.  You should not exclude
charges or liabilities that required, or will require, cash settlement, or would have required
cash settlement absent an ability to settle in another manner, from non-GAAP liquidity
measures, other than the measures earnings before interest and taxes (EBIT) and earnings
before interest, taxes, depreciation, and amortization (EBITDA).  Refer to Item
10(e)(1)(ii)(A) of Regulation S-K.  Please revise future filings or advise why your
measure as presented is not prohibited.
            In closing, we remind you that the company and its management are responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or
absence of action by the staff.
            You may contact Scott Stringer at 202-551-3272 or Adam Phippen at 202-551-3336 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

CORRESP
1
filename1.htm

Custom
Truck One Source, Inc.

7701 Independence Ave

Kansas City, Missouri 64125

September 29, 2021

Via Edgar

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C.  20549-4628

Attn: Cara Wirth

 Re: Custom Truck One Source, Inc.

 Registration Statement on Form S-3

 File No. 333-259725

Ladies and Gentlemen:

Custom Truck One Source, Inc. (the “Registrant”)
hereby requests, pursuant to Rule 461 of the rules and regulations promulgated under the Securities Act of 1933, as amended,
the acceleration of the effective date of the above-captioned Registration Statement, as amended, to 4:30 P.M., Eastern Time, on October
1, 2021 or as soon as practicable thereafter, unless the Registrant notifies you otherwise prior to such time. Please call Shagufa Hossain
of Latham & Watkins LLP at (202) 637-2323 to provide notice of effectiveness.

    Very truly yours,

    CUSTOM TRUCK ONE SOURCE, INC.

    By:
    /s/ Bradley Meader

    Bradley Meader

    Chief Financial Officer

 Cc: Patrick Shannon, Latham & Watkins LLP

 Shagufa  Hossain, Latham & Watkins LLP

 Samuel  Rettew, Latham & Watkins LLP

United States securities and exchange commission logo
September 28, 2021
Adam Haubenreich
Vice President, General Counsel
Custom Truck One Source, Inc.
7701 Independence Ave
Kansas City, Missouri 64125
Re:Custom Truck One Source, Inc.
Registration Statement on Form S-3
Filed September 22, 2021
File No. 333-259725
Dear Mr. Haubenreich:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Janice Adeloye at 202-551-3034 or Katherine Bagley at 202-551-
2545 with any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Shagufa R. Hossain

CORRESP
1
filename1.htm

Custom Truck
One Source, Inc.

7701 Independence Ave

Kansas City, Missouri 64125

May 12, 2021

Via Edgar

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C.  20549-4628

Attn: Cara Wirth

    Re:
    Custom Truck One Source, Inc.

    Registration Statement on Form S-3

    File No. 333-255828

Ladies and Gentlemen:

Custom Truck One Source, Inc. (the “Registrant”)
hereby requests, pursuant to Rule 461 of the rules and regulations promulgated under the Securities Act of 1933, as amended,
the acceleration of the effective date of the above-captioned Registration Statement to 4:30 P.M., Eastern Time, on May 13, 2021 or as
soon as practicable thereafter, unless the Registrant notifies you otherwise prior to such time. Please call Shagufa R. Hossain of Latham
& Watkins LLP at (202) 637-2323 to provide notice of effectiveness.

    Very truly yours,

    CUSTOM TRUCK ONE SOURCE, INC.

    By:
    /s/ Bradley Meader

    Bradley Meader

    Chief Financial Officer

    Cc:
    Patrick H. Shannon, Latham & Watkins LLP

    Samuel D. Rettew, Latham & Watkins LLP

    Fred Ross, Custom Truck Once Source, Inc.

    R. Todd Barrett, Custom Truck Once Source, Inc.

    Adam Haubenreich, Custom Truck Once Source, Inc.

United States securities and exchange commission logo
May 11, 2021
Bradley Meader
Chief Financial Officer
Custom Truck One Source, Inc.
7701 Independence Ave.
Kansas City, MO 64125
Re:Custom Truck One Source, Inc.
Registration Statement on Form S-3
Filed May 6, 2021
File No. 333-255828
Dear Mr. Meader:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Cara Wirth at (202) 551-7127 with any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Shagufa R. Hossain

CORRESP
1
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Capitol Investment Corp. IV

1300 17th Street, Suite 820

Arlington, VA 22209

June 6, 2019

VIA EDGAR

Ms. Sherry Haywood

Office of Manufacturing and Construction

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

RE:  Capitol Investment Corp. IV (the "Company")

    Registration Statement on Form S-4 originally
                                         filed April 11, 2019

    (File No. 333-230817) ( the "Registration
                                         Statement")

Dear Ms. Haywood:

The Company hereby requests,
pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, acceleration of effectiveness of the Registration
Statement so that such Registration Statement will become effective as of 9:00 A.M., Monday, June 10, 2019, or as soon thereafter
as practicable.

    Very truly yours,

    CAPITOL INVESTMENT CORP. IV

    By:
    /s/ Mark D. Ein

    Mark D. Ein
Chief Executive Officer

CORRESP
1
filename1.htm

    Graubard
                                         Miller

        The
        Chrysler Building

        405
        Lexington Avenue

        New
        York, N.Y. 10174-1101

        (212)
        818-8800

    facsimile

    direct dial number

    (212) 818-8881

    (212) 818-8638

    email
    address

    jgallant@graubard.com

May
31, 2019

Division
of Corporation Finance

Office
of Manufacturing and Construction

Securities
and Exchange Commission

100
F Street, N.E.

Washington,
D.C. 20549

 Re: Capitol
                                         Investment Corp. IV

                                         Amendment No. 1 to Registration Statement on Form S-4

                                         Filed May 14, 2019

                                         File No. 333-230817

Ladies
and Gentlemen:

On
behalf of Capitol Investment Corp. IV (“Capitol”), we respond as follows to the Staff’s comment letter, dated
May 29, 2019, relating to the above-captioned Amendment No. 1 to Registration Statement on Form S-4 (“Registration Statement”).
Captions and page references herein correspond to those set forth in Amendment No. 1 to the Registration Statement. Following
the submission of this letter, Capitol intends to file an Amendment No. 2 to the Registration Statement.

Please
note that for the Staff’s convenience, we have recited each of the Staff’s comments and provided Capitol’s response
to each comment immediately thereafter. Capitalized terms used herein that are not otherwise defined have the meanings ascribed
to them in the Registration Statement.

Securities and Exchange Commission

May 31, 2019

Page 2

Amendment
No. 1 to the Form S-4

Anticipated
Accounting Treatment, page 66

 1. We
                                         note your response to comment five in our letter dated May 8, 2019. ASC 805-10-25 indicates
                                         that the guidance of ASC 810-10 related to determining the existence of a controlling
                                         financial interest shall be used to identify the acquirer – the entity that obtains
                                         control of the acquiree. If that guidance does not clearly indicate which of the combining
                                         entities is the acquirer, the factors in paragraphs 805-10-55-11 through 55-15 shall
                                         be considered. Please help us further understand why a 73% (assuming no redemption) to
                                         42% (assuming maximum redemption) ownership and relative voting rights would not be indicative
                                         of Capitol having a controlling financial interest.

We
respectfully advise the Staff that the parties first considered the guidance in ASC 805-10-25-5 to determine which of the parties
should be considered the acquirer for accounting purposes. As that guidance indicates, only if the guidance in ASC 810-10 related
to determining the existence of a controlling financial interest does not clearly indicate which entity obtained control of the
acquiree, should an entity go on to consider the additional factors to determine the acquirer. ASC 810-10-15-8 indicates that
an investor with a majority voting interest will generally control a legal entity, but also provides exceptions to this guidance.
While Capitol shareholders will collectively own between 57.7% and 73.4% of the combined company, Capitol’s current stock
ownership is widely distributed and no single stockholder of Capitol is expected to own more than 9.0% of the combined company
whereas NESCO Holdings LP (“Nesco Owner”) will own between 26.1% and 41.6%, depending on redemptions by Capitol’s
shareholders. ASC 810-10-15-8 indicates that the power to control may also exist with a lesser percentage of ownership, for example,
by contract, lease, agreement with other owners of voting interests, or by court decree. Therefore, Capitol and Nesco Holdings
I, Inc. (“Nesco”) believe that a conclusion about control must be based on an evaluation of all specific facts and
circumstances.

There
is no precise definition in ASC 810-10 or other authoritative literature of “control” or “controlling financial
interest” for this purpose. ASC 850-10-20 states that control is the “possession, direct or indirect, of the power
to direct or cause the direction of the management and policies of an entity through ownership, by contract, or otherwise.”
In the present case, the board of directors of the combined company will be responsible for establishing policies for corporate
management and oversight and making decisions on major company issues which include approving the combined company’s
budget, senior management hiring, termination and compensation, financial statements, issuance of debt and equity, acquisitions,
sales or mergers involving the company, and strategic initiatives.

Given
the significant role of the board, Capitol and Nesco considered the parties’ board representation as well as certain rights
of Nesco Owner related to board representation under the stockholders’ agreement in addition to ownership percentages in
evaluating the existence of control or a controlling financial interest. The stockholders’ agreement was filed as an exhibit
to the Registration Statement and will be executed and effective upon on closing of the transactions

Securities and Exchange Commission

May 31, 2019

Page 3

If
the interest that Capitol’s shareholders are expected to receive (between 57.7% and 73.4%, depending on redemptions) provided
those shareholders with an ability to control the board of directors, then that would be indicative of Capitol’s shareholders
obtaining control over the combined company. However, that is not the case. The post-transaction board of directors, as agreed
to between the parties in the Merger Agreement executed on April 7, 2019, is to be made up of seven individuals or eight in the
event of maximum redemptions. Of those seven (or eight), only two are appointees from Capitol. The stockholders’ agreement
does not contain any specific rights for any of the Capitol shareholders to nominate or appoint members to the board of the combined
company following the transaction. Additionally, the current shareholders of Capitol consist of a widely disbursed group of more
than 500 public shareholders, both institutional and retail investors, holding in aggregate approximately 80%, and Capitol management
and founders, holding in aggregate approximately 20%. Capitol’s shareholders are not an organized group of individuals or
entities and no single shareholder from Capitol’s current shareholder group is expected to own more than 9.0% of the combined
company. No agreements or arrangements exist among Capitol’s wide shareholder base with respect to voting or control of
the combined company.

By contrast, Nesco Owner is expected
to receive between 26.6% and 42.3%, depending on redemptions, and will have a continuing interest between 26.1% and 41.6% after
Nesco management’s stake in Nesco Owner becomes a direct holding of approximately 0.4% and 0.7% in the combined company
at closing. The post-transaction board of directors, as agreed to between the parties in the Merger Agreement, includes two appointees
from Nesco Owner or three in the maximum redemption scenario. Furthermore, the stockholders’ agreement stipulates that:
(1) Nesco Owner will have the continuing right to designate up to three persons to be appointed for election to the board following
closing of the transactions, subject to reduction should Nesco Owner’s aggregate ownership decrease; (2) Nesco Owner may
also request for at least one of its designated directors to be appointed as a member of each newly established committee of the
combined entity’s board of directors; and (3) Nesco Owner’s prior approval is required for any change in the size
of the combined entity’s board of directors. Nesco Owner is the only shareholder of the combined company to have such rights,
as outlined in the stockholders’ agreement. Capitol shareholders, individually or as a group, do not have similar rights.
It was also agreed in the Merger Agreement that Nesco’s Chief Executive Officer, who is currently a director and equityholder
of Nesco Owner, will be a member of the board of the combined company.

Finally,
the remaining two independent members to join the board were jointly agreed upon by both Capitol and Nesco before the execution
of the Merger Agreement.

Therefore,
given (1) Nesco’s representation on the board by Nesco Owner’s nominees and Nesco’s CEO, for a total of three
out of seven members or four out of eight members, depending on redemptions, (2) Nesco Owner’s exclusive and continuing
rights under the stockholders’ agreement to nominate up to three directors, designate a member of each board committee and
to block any changes to the size of the board, (3) Nesco’s approval right on the current independent board members; and
(4) Nesco shareholders having an effective blocking right on board decisions with four directors on an eight-member board as any
decision will require at least five directors in that situation, the parties determined that there was not a clear indication
of control or a controlling financial interest by Capitol under ASC 810-10 in order to determine that it was the accounting acquirer.

Securities and Exchange Commission

May 31, 2019

Page 4

As
such, it was appropriate to utilize the criteria in ASC 805-10-55-11 through 55-15 in the assessment of the accounting acquirer.
Based on the parties’ evaluation of the factors that were described in our letter dated May 18, 2019, the parties concluded
that Nesco should be deemed the accounting acquirer.

 2. Please
                                         help us better understand your analysis of ASC 805-10-55-11 through 55-15 by addressing
                                         the following:

 ● Pursuant
                                         to your consideration of ASC 805-10-55-12(b), you note that the largest shareholder or
                                         group of shareholders will be the Nesco Owner and Nesco management. Please tell us separately
                                         the percentage ownership that will be held by the Nesco Owner. Please also help us better
                                         understand how you determined that the Nesco Owner and Nesco management should be combined
                                         for purposes of your analysis, including if there is any voting agreement in place amongst
                                         the parties.

 ● On
                                         page 5 of your response, you listed other shareholder groups with anticipated significant
                                         ownership in the combined entity and the corresponding precombination non-beneficial
                                         ownership for each group. Please also tell us the expected postcombination ownership
                                         for each group.

 ● In
                                         your discussion of ASC 805-10-55-12(c), you note that two additional independent directors
                                         will be appointed and nominated in connection with the transactions. Please help us better
                                         understand who will have the ability to nominate and appoint these additional two directors.

With
respect to the first bullet of the Staff’s comment, the percentage ownership to be held by Nesco Owner following the transaction
will be between 26.1% and 41.6%, depending on redemptions. This interest, pursuant to the stockholders’ agreement to be
entered into in connection with the transactions that was filed as an exhibit to the Registration Statement, allows Nesco Owner
to appoint two of seven board members of the combined company or three of eight board members, depending on redemptions. Following
the transaction, Nesco management will own approximately 0.4% and 0.7% of the voting shares of the combined entity, depending
on redemptions. Nesco Owner and Nesco management do not have any voting agreement or arrangement, but Nesco management currently
holds its interest through Nesco Owner. In connection with closing, Nesco management’s holdings in Nesco Owner will become
a direct holding in the combined company. In addition, the Chief Executive Officer of Nesco, who has been in his role since 2012,
was retained as CEO by Nesco Owner upon Nesco Owner’s acquisition of the company in 2014.

Securities and Exchange Commission

May 31, 2019

Page 5

With
respect to the second bullet of the Staff’s comment, we wish to advise the Staff that our prior response mistakenly indicated
that the ownership percentages set forth therein were pre-combination; the percentages indicated in our prior response were actually
the expected post-combination ownership percentages for each group. The pre-combination and post-combination ownership percentages
for each group are set forth below for the Staff’s reference, with the post-combination ownership percentages shown under
both the no redemptions and maximum redemption scenarios.

    Precombination
    Post-Combination

 No Redemptions
    Post-Combination

 Max Redemptions

    Capitol Acquisition Management IV, LLC
      13.1 %
      8.0 %
      9.0 %

    Capitol Acquisition Founder IV, LLC
      6.5 %
      4.0 %
      4.5 %

    Alyeska Investment Group, LP
      4.8 %
      3.6 %
      0.0% - 4.1 %

    Brown Advisory Incorporated
      4.6 %
      3.5 %
      0.0% - 3.9 %

    Polar Asset Management Partners Inc.
      4.3 %
      3.3 %
      0.0% - 3.6 %

Given
that 80% of Capitol’s shareholders are a disparate group of more than 500 public shareholders, including both institutional
and retail investors with varying interests and investment goals, it is not expected that these shareholders will vote together.
Capitol does not have any knowledge of any related parties among these shareholders that would form a larger group nor is it aware
of any agreements or arrangements existing among Capitol’s wide shareholder base with respect to voting or control of the
combined company. Based on information available to Capitol, there are a further 15 shareholders that hold at least 1 million
shares, each of which would represent at least a 1.5% ownership stake in the combined company in the no redemption scenario.

Capitol
Acquisition Management IV, LLC and Capitol Acquisition Founder IV, LLC each have as their members two separate executive officers
of Capitol. There are no agreements between these two entities or their members indicating that they will vote or make other shareholder
decisions together. However, if these entities were considered together, their combined ownership of 12.0% to 13.5% post-combination
would be significantly less that the ownership of 26.1% to 41.6% held by Nesco Owner.

With
respect to the third bullet of the Staff’s comment, both independent directors, William Plummer and Jeffrey Stoops, were
jointly agreed upon by both Capitol and Nesco prior to the execution of the Merger Agreement and are specifically named in the
stockholders’ agreement that was filed as an exhibit to the Registration Statement. The Merger Agreement does not provide
either Capitol or Nesco with sole discretion in appointing or nominating the independent directors. The appointment and nomination
was not dictated by the relative voting interests of Capitol or Nesco, but was jointly agreed upon. Either party could have effectively
blocked the appointment of either independent director by not executing the Merger Agreement.

Securities and Exchange Commission

May 31, 2019

Page 6

 3. Please
                                         expand your discussion to further clarify what specific transaction you are re

May 29, 2019
L. Dyson Dryden
President, Chief Financial Officer
Capitol Investment Corp. IV
1300 17th Street, Suite 820
Arlington, VA 22209
Re:Capitol Investment Corp. IV
Amendment No. 1 to Registration Statement on Form S-4
Filed May 14, 2019
File No. 333-230817
Dear Mr. Dryden:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our May 8, 2019 letter.
Amendment No. 1 to the Form S-4
Anticipated Accounting Treatment, page 66
1.We note your response to comment five in our letter dated May 8, 2019.  ASC 805-10-25
indicates that the guidance of ASC 810-10 related to determining the existence of a
controlling financial interest shall be used to identify the acquirer – the entity that obtains
control of the acquiree.  If that guidance does not clearly indicate which of the combining
entities is the acquirer, the factors in paragraphs 805-10-55-11 through 55-15 shall be
considered.  Please help us further understand why a 73% (assuming no redemption) to
42% (assuming maximum redemption) ownership and relative voting rights would not be
indicative of Capitol having a controlling financial interest.
2.Please help us better understand your analysis of ASC 805-10-55-11 through 55-15 by

 FirstName LastNameL. Dyson Dryden
 Comapany NameCapitol Investment Corp. IV
 May 29, 2019 Page 2
 FirstName LastName
L. Dyson Dryden
Capitol Investment Corp. IV
May 29, 2019
Page 2
addressing the following:

•Pursuant to your consideration of ASC 805-10-55-12(b), you note that the largest
shareholder or group of shareholders will be the Nesco Owner and Nesco
management.  Please tell us separately the percentage ownership that will be held by
the Nesco Owner.  Please also help us better understand how you determined that the
Nesco Owner and Nesco management should be combined for purposes of your
analysis, including if there is any voting agreement in place amongst the parties.

•On page 5 of your response, you listed other shareholder groups with anticipated
significant ownership in the combined entity and the corresponding precombination
non-beneficial ownership for each group.  Please also tell us the expected
postcombination ownership for each group.

•In your discussion of ASC 805-10-55-12(c), you note that two additional independent
directors will be appointed and nominated in connection with the transactions.  Please
help us better understand who will have the ability to nominate and appoint these
additional two directors.
3.Please expand your discussion to further clarify what specific transaction you are referring
to when mentioning the recapitalization, including your specific planned accounting
treatment of the recapitalization.
Pro Forma Adjustments to the Unaudited Combined Statements of Operations, page 82
4.For adjustment (5), please further explain in your disclosures how you came up with the
appropriate tax rate to use, including your basis for using 0% for the three months ended
March 31, 2019.
            You may contact Nudrat Salik (Staff Accountant) at (202) 551-3692 or Melissa Rocha
(Senior Assistant Chief Accountant) at (202) 551-3854 if you have questions regarding
comments on the financial statements and related matters.  Please contact Sherry Haywood (Staff
Attorney) at (202) 551-3345 or Jay Ingram (Legal Branch Chief) at (202) 551-3397 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing and
Construction

CORRESP
1
filename1.htm

    Graubard Miller

                                                                                The Chrysler Building

                                                                                405 Lexington Avenue

                                                                                New York, N.Y. 10174-1101

                                                                                (212) 818-8800

    facsimile

    direct dial number

    (212) 818-8881

    (212) 818-8638

    email address

    jgallant@graubard.com

May
13, 2019

Division
of Corporation Finance

Office
of Manufacturing and Construction

Securities
and Exchange Commission

100
F Street, N.E.

Washington,
D.C. 20549

 Re: Capitol
Investment Corp. IV

Registration
Statement on Form S-4

Submitted
April 11, 2019

CIK No. 333-230817

Ladies
and Gentlemen:

On
behalf of Capitol Investment Corp. IV (“Capitol” or the “Company”), we respond as follows to the Staff’s
comment letter, dated May 8, 2019, relating to the above-captioned Registration Statement on Form S-4 (“Registration Statement”).
Captions and page references herein correspond to those set forth in Amendment No. 1 to the Registration Statement (“Amendment
No. 1”), a copy of which has been marked with the changes from the original filing of the Registration Statement. All references
to page numbers, captions and annexes correspond to Amendment No. 1 unless otherwise specified.

Please
note that for the Staff’s convenience, we have recited each of the Staff’s comments and provided the Company’s
response to each comment immediately thereafter.

Form
S-4 Filed April 11, 2019

General,
page i

 1. We
                                         note that your forum selection provision identifies the Court of Chancery of the State
                                         of Delaware as the exclusive forum for certain litigation, including any “derivative
                                         action.” Please disclose whether this provision applies to actions arising under
                                         the Securities Act or Exchange Act. In that regard, we note that Section 27 of the Exchange
                                         Act creates exclusive federal jurisdiction over all suits brought to enforce any duty
                                         or liability created by the Exchange Act or the rules and regulations thereunder, and
                                         Section 22 of the Securities Act creates concurrent jurisdiction for federal and state
                                         courts over all suits brought to enforce any duty or liability created by the Securities
                                         Act or the rules and regulations thereunder. If the provision applies to Securities Act
                                         claims, please also revise your prospectus to state that there is uncertainty as to whether
                                         a court would enforce such provision and that stockholders will not be deemed to have
                                         waived the company’s compliance with the federal securities laws and the rules
                                         and regulations thereunder. If this provision does not apply to actions arising under
                                         the Securities Act or Exchange Act, please also ensure that the exclusive forum provision
                                         in the governing documents states this clearly.

We
have revised the form of certificate of incorporation to provide that with respect to stockholder claims over which the Court
of Chancery of the State of Delaware does not have jurisdiction (including the Exchange Act), the federal district court for the
District of Delaware or other state courts of the State of Delaware shall be the exclusive forum for certain litigation, including
any “derivative action.”

Securities and Exchange Commission

May 13, 2019

Page 2

We
have also revised the disclosure regarding the forum selection on pages 91 and 167 and page B-3 of Annex B to reflect this change
and address the requests in the Staff’s comment above, including to clarify that the exclusive forum provision, as revised,
applies to stockholder claims under the Securities Act and the Exchange Act..

 2. We
                                         note that you have an exclusive forum provision in your bylaws that identifies the Court
                                         of Chancery of the State of Delaware (or, in the event that the Chancery Court does not
                                         have jurisdiction, the federal district court for the District of Delaware or other state
                                         courts of the State of Delaware) and a separate exclusive forum provision in your certificate
                                         of incorporation that identifies Court of Chancery of the State of Delaware as the exclusive
                                         forum. Please discuss how the exclusive forum provision in your bylaws is intended to
                                         operate given the exclusive forum provision in your certificate of incorporation. Please
                                         ensure that your disclosures are consistent with your exclusive forum provisions.

We
have removed the forum selection provision from the form of bylaws on page B-24 of Annex B and have revised the certificate of
incorporation as set forth in our response to comment 1 above. Accordingly, we respectfully submit that there is no longer a need
to discuss how the provisions between the certificate of incorporation and bylaws are intended to operate.

 3. Please
                                         confirm that the newly created Delaware entity will: (i) file a post-effective amendment
                                         to this registration statement expressly adopting the such statements as its own registration
                                         statement for all purposes of the Securities Act of 1933 and the Securities Exchange
                                         Act of 1934 and (ii) such amendment will become effective before securities governed
                                         by Delaware law are exchanged for securities governed by Cayman law. Refer generally
                                         to Securities Act Rule 414 and Securities Act Rules C&D 611.03.

We
hereby confirm that the newly created Delaware entity will (i) file a post-effective amendment to the Registration Statement expressly
adopting it as its own registration statement for all purposes of the Securities Act of 1933, as amended, and the Securities Exchange
Act of 1934, as amended, and (ii) such amendment will become effective before securities governed by Delaware law are exchanged
for securities governed by Cayman law.

Securities and Exchange Commission

May 13, 2019

Page 3

Comparative
Per Share Data, page 22

 4. Please
                                         disclose, if true, that separate equivalent pro forma per share data amounts have not
                                         been presented given that there is a 1 to 1 share exchange ratio between Nesco and Capitol.

We
have revised the disclosure on page 22 of the Registration Statement as requested to include the exchange ratio between Nesco
and the Company and the equivalent pro forma per share data amounts.

Anticipated
Accounting Treatment, page 66

 5. You
                                         have determined that the merger between the Capitol and Nesco entities will be accounted
                                         for as a reverse merger with Nesco being the accounting acquirer. Please help us better
                                         understand how you made this determination pursuant to ASC 805-10-55-5 as well as ASC
                                         805-10-55-11 through 55-15. Please specifically address your consideration of the following
                                         as part of your response:

 ● Please
                                         address the relative voting rights in the combined entity after the business combination.
                                         Assuming no Capitol shareholders elect to redeem their shares for cash, Nesco shareholders
                                         will own only 26.6% of the outstanding shares of Capitol compared to Capitol shareholders
                                         owning 73.4%. If 14,135,936 ordinary shares are redeemed for cash, which assumes the
                                         maximum redemption of Capitol’s shares, Nesco shareholders will own 42.2% and Capitol
                                         shareholders will own 57.8% of the Capitol shares. Please also address your consideration
                                         of outstanding warrants. Refer to ASC 805-10-55-12(a); and

 ● Please
                                         address your consideration of the composition of the board of directors. Your disclosures
                                         on page 88 indicate that Nesco may designate only two of the seven board of directors.
                                         If Nesco beneficially owns 35% or more of the issued and outstanding shares, than Nesco
                                         will have the right to designate only three of the eight board of directors. Refer to
                                         ASC 805-10-55-12(c).

In
response to the Staff’s comment, we are providing Capitol’s and Nesco’s analysis of the factors set forth in
ASC 805-10-55-11 through 55-15 for determining which of the combining entities is the acquirer for accounting purposes.

Securities and Exchange Commission

May 13, 2019

Page 4

55-11
In a business combination effected primarily by transferring cash or other assets or by incurring liabilities, the acquirer usually
is the entity that transfers the cash or other assets or incurs the liabilities.

Capitol
and Nesco do not believe this transaction will be primarily effected by cash. Pursuant to the Merger Agreement, Nesco Owner will
receive $75.0 million in cash and 17,464,235 shares of common stock (approximate value of $179.2 million based on a $10.26 trading
price per share of the Company as of May 10, 2019) if there are no redemptions for cash, adjusted to zero cash and 24,964,235
shares of common stock assuming maximum redemptions for cash. Nesco Owner will also receive warrants to purchase 2,500,000 of
common stock. As such, Capitol and Nesco believe this factor is not applicable.

55-12
In a business combination effected primarily by exchanging equity interests, the acquirer usually is the entity that issues its
equity interests. However, in some business combinations, commonly called reverse acquisitions, the issuing entity is the acquiree.
Subtopic 805-40 provides guidance on accounting for reverse acquisitions. Other pertinent facts and circumstances also shall be
considered in identifying the acquirer in a business combination effected by exchanging equity interests, including the following:

(a)
The relative voting rights in the combined entity after the business combination. The acquirer usually is the combining entity
whose owners as a group retain or receive the largest portion of the voting rights in the combined entity. In determining which
group of owners retains or receives the largest portion of the voting rights, an entity shall consider the existence of any unusual
or special voting arrangements and options, warrants, or convertible securities.

Capitol
and Nesco believe that the transaction is being effected primarily by exchanging equity interests. As such, Capitol and Nesco
started their analysis by considering the anticipated relative voting rights immediately after the transaction. Capitol anticipates
that its shareholders on a combined basis will hold between approximately 73% of the combined entity if no shares are redeemed
and approximately 58% of the combined entity under the maximum redemption scenario. That is, the Nesco Owner and Nesco management
will hold between approximately 27% and approximately 42% on a combined basis. If one were to consider these percentages simplistically,
this factor seems to point toward Capitol being the accounting acquirer consistent with the interpretative guidance in Section
2.3 of PwC’s Business Combinations and Noncontrolling Interests (2018) publication (which is consistent with each
company’s understanding of guidance from other Big 4 Accounting firms as well), which states:

The
weight of relative voting rights in the combined entity after the business combination generally increases as the portion of the
voting rights held by the majority becomes more significant (e.g., split of 75% and 25% may be more determinative than a split
of 51% and 49%).

Securities and Exchange Commission

May 13, 2019

Page 5

However,
that interpretative guidance then goes on to say:

The
existence of a party with a large minority voting interest may be a factor in determining the acquirer. For example, a newly combined
entity’s ownership includes a single investor with a 40% ownership, while the remaining 60% ownership is held by a widely
dispersed group. The single investor that owns the 40% ownership in the combined entity is considered a large minority voting
interest.

Capitol
and Nesco therefore believe this factor must be considered in conjunction with the factor in ASC 805-10-55-12(b).

(b)
The existence of a large minority voting interest in the combined entity if no other owner or organized group of owners has a
significant voting interest. The acquirer usually is the combining entity whose single owner or organized group of owners holds
the largest minority voting interest in the combined entity.

Capitol
and Nesco believe that this factor indicates that entities should consider the underlying shareholder groups to determine if a
large minority voting interest exists when no one group of shareholders has obtained control over the combined entity. Immediately
after the transaction, the largest shareholder or group of shareholders will be the Nesco Owner and Nesco management with approximately
27% (in the no redemption scenario).

The
parties considered the other shareholder groups with anticipated significant ownership in the combined entity. The precombination
non-beneficial ownership of such shareholders is presented in the table below.

    Capitol Acquisition Management IV, LLC
      8 %

    Capitol Acquisition Founder IV, LLC
      4 %

    Alyeska Investment Group, LP
      4 %

    Polar Asset Management Partners Inc.
      3 %

Capitol
Acquisition Management IV, LLC and Capitol Acquisition Founder IV, LLC each have as their members two separate executive officers
of Capitol. There are no agreements between these two entities indicating that they will vote or make other shareholder decisions
together. However, if these entities were considered a group for purposes of this analysis, their combined ownership would not
exceed that of the Nesco Owner and Nesco management. Also, the current independent directors of the Company, who will resign from
the board in connection with the Transaction, will own a voting interest of approximately 0.2%, and the other shareholders are
unaffiliated to Capitol and are widely disbursed, and as a result not expected to vote in tandem.

Securities and Exchange Commission

May 13, 2019

Page 6

Capitol’s
warrants are not exercisable until 30 days after the close of the business combination and the parties determined that, if the
warrants are in the money and exercised at that time, they would not significantly alter the foregoing analysis.

As
such, and consistent with the PwC interpretative guidan

May 8, 2019
L. Dyson Dryden
President, Chief Financial Officer
Capitol Investment Corp. IV
1300 17th Street, Suite 820
Arlington, VA 22209
Re:Capitol Investment Corp. IV
Registration Statement on Form S-4
Filed April 11, 2019
File No. 333-230817
Dear Mr. Dryden:
            We have reviewed your registration statement and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Form S-4 Filed April 11, 2019
General, page i
1.We note that your forum selection provision identifies the Court of Chancery of the State
of Delaware as the exclusive forum for certain litigation, including any “derivative
action.”  Please disclose whether this provision applies to actions arising under the
Securities Act or Exchange Act.  In that regard, we note that Section 27 of the Exchange
Act creates exclusive federal jurisdiction over all suits brought to enforce any duty or
liability created by the Exchange Act or the rules and regulations thereunder, and Section
22 of the Securities Act creates concurrent jurisdiction for federal and state courts over all
suits brought to enforce any duty or liability created by the Securities Act or the rules and
regulations thereunder.  If the provision applies to Securities Act claims, please also revise
your prospectus to state that there is uncertainty as to whether a court would enforce such

 FirstName LastNameL. Dyson Dryden
 Comapany NameCapitol Investment Corp. IV
 May 8, 2019 Page 2
 FirstName LastNameL. Dyson Dryden
Capitol Investment Corp. IV
May 8, 2019
Page 2
provision and that stockholders will not be deemed to have waived the company’s
compliance with the federal securities laws and the rules and regulations thereunder.  If
this provision does not apply to actions arising under the Securities Act or Exchange Act,
please also ensure that the exclusive forum provision in the governing documents states
this clearly.
2.We note that you have an exclusive forum provision in your bylaws that identifies the
Court of Chancery of the State of Delaware (or, in the event that the Chancery Court does
not have jurisdiction, the federal district court for the District of Delaware or other state
courts of the State of Delaware) and a separate exclusive forum provision in your
certificate of incorporation that identifies Court of Chancery of the State of Delaware as
the exclusive forum.  Please discuss how the exclusive forum provision in your bylaws is
intended to operate given the exclusive forum provision in your certificate of
incorporation. Please ensure that your disclosures are consistent with your exclusive
forum provisions.
3.Please confirm that the newly created Delaware entity will: (i) file a post-effective
amendment to this registration statement expressly adopting the such statements as its
own registration statement for all purposes of the Securities Act of 1933 and the Securities
Exchange Act of 1934 and (ii) such amendment will become effective before securities
governed by Delaware law are exchanged for securities governed by Cayman law.  Refer
generally to Securities Act Rule 414 and Securities Act Rules C&D 611.03
Comparative Per Share Data, page 22
4.Please disclose, if true, that separate equivalent pro forma per share data amounts have not
been presented given that there is a 1 to 1 share exchange ratio between Nesco and
Capitol.
Anticipated Accounting Treatment, page 66
5.You have determined that the merger between the Capitol and Nesco entities will be
accounted for as a reverse merger with Nesco being the accounting acquirer.  Please help
us better understand how you made this determination pursuant to ASC 805-10-55-5 as
well as ASC 805-10-55-11 through 55-15.  Please specifically address your consideration
of the following as part of your response:
•Please address the relative voting rights in the combined entity after the business
combination.  Assuming no Capitol shareholders elect to redeem their shares for cash,
Nesco shareholders will own only 26.6% of the outstanding shares of Capitol
compared to Capitol shareholders owning 73.4%.  If 14,135,936 ordinary shares are
redeemed for cash, which assumes the maximum redemption of Capitol’s shares,
Nesco shareholders will own 42.2% and Capitol shareholders will own 57.8% of the
Capitol shares.  Please also address your consideration of outstanding warrants.  Refer
to ASC 805-10-55-12(a); and

 FirstName LastNameL. Dyson Dryden
 Comapany NameCapitol Investment Corp. IV
 May 8, 2019 Page 3
 FirstName LastNameL. Dyson Dryden
Capitol Investment Corp. IV
May 8, 2019
Page 3
•Please address your consideration of the composition of the board of directors.  Your
disclosures on page 88 indicate that Nesco may designate only two of the seven board
of directors.  If Nesco beneficially owns 35% or more of the issued and outstanding
shares, than Nesco will have the right to designate only three of the eight board of
directors.  Refer to ASC 805-10-55-12(c).
Description of the Transactions, page 74
6.Please expand your disclosures to address the following:
•In connection with the Domestication and merger, you disclose the outstanding Class
A and Class B ordinary shares of common stock of Capitol will be converted into
shares of common stock of Capitol.  Please disclose the exchange ratio for this
conversion, the terms related to the conversion of the outstanding warrants of Capitol
and address your consideration of any accounting impact of these exchanges;
•Assuming redemptions of 14,135,936 public shares of Capital for cash, an additional
7.5 million ordinary shares will be issued to Nesco shareholders.  Please clarify how
the additional number of ordinary shares to be issued will be determined if there are
redemptions;
•Please disclose the significant terms of the new revolving credit facility and bridge
loans that are expected to be entered into per the Debt Commitment Letter, including
the interest rates they are subject to and maturity dates;
•We note that the Nesco Owner will also have the right to receive up to 1.8 million
additional shares of common stock.  Please disclose the specific terms of this
additional consideration and the potential impact of issuing this additional
consideration on your financial statements; and
•Based on disclosures on page F-45, Nesco appears to have outstanding phantom units
and NHLP Class B units.  Please disclose the impact to these units in the merger
transaction.
Pro Forma Adjustments to the Unaudited Combined Balance Sheet, page 77
7.For adjustment (2), please better clarify in the notes how you determined the estimated
amount that would be drawn under the revolving credit facility under both scenarios.
8.Pursuant to Rule 11-02(b)(5) of Regulation S-X, please separately disclose any material
nonrecurring charges or credits and related tax effects which result directly from the
transactions and which will be included in income within the 12 months succeeding the
transactions.  Please also clearly indicate that such charges or credits were not considered
in the pro forma statement of operations.  For example, it appears that part of adjustment
(3) relates to the write-off of certain deferred financing costs associated with the
repayment of long-term debt.  In addition, adjustment (5) appears to be related to
underwriting fees and as well as other expenses expected to be incurred related to the
transactions.

 FirstName LastNameL. Dyson Dryden
 Comapany NameCapitol Investment Corp. IV
 May 8, 2019 Page 4
 FirstName LastNameL. Dyson Dryden
Capitol Investment Corp. IV
May 8, 2019
Page 4
9.Given that your description of the transactions indicate that all Class A ordinary shares
will be automatically converted into shares of common stock, please advise why the pro
forma balance sheet shows an ending amount for Class A ordinary shares and no amounts
for common stock.  Alternatively, please revise your presentation.
Pro Forma Adjustments to the Unaudited Combined Statements of Operations, page 79
10.For adjustment (3), please expand your note to clearly show how you arrived at the pro
forma interest adjustment amounts, including the amount of debt and corresponding
interest rate.  Please refer to Article 11-02(b)(6) of Regulation S-X.  Please also disclose
the basis for using different interest rates under the two scenarios.
General
Financial Statements, page F-1
11.Please update your financial statements and corresponding financial information included
to comply with Rule 3-12 of Regulation S-X.
Financial Statements of NESCO Holdings I, Inc. and Subsidiaries
Shipping and Handling Costs, page F-30
12.You classify shipping and handling fees billed to customers as rental revenues.  Please tell
us for each revenue stream (e.g. shipping related to equipment and parts sales and
shipping related to rentals) how you account for these shipping and handling fees billed to
the customer and the associated shipping costs, quantify the amount of shipping revenue
and costs recorded each period presented and tell us how you consideres ASC 606-10-32-
2 when determining that presenting these revenues as rental revenues is appropriate.
            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.

 FirstName LastNameL. Dyson Dryden
 Comapany NameCapitol Investment Corp. IV
 May 8, 2019 Page 5
 FirstName LastName
L. Dyson Dryden
Capitol Investment Corp. IV
May 8, 2019
Page 5
            You may contact Nudrat Salik, Staff Accountant, at (202) 551-3692 or Melissa Rocha,
Senior Assistant Chief Accountant, at (202) 551-3854 if you have questions regarding comments
on the financial statements and related matters.  Please contact Sherry Haywood, Staff
Attorney, at (202) 551-3345 or Jay Ingram, Legal Branch Chief, at (202) 551-3397 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing and
Construction

CORRESP
1
filename1.htm

Citigroup Global Markets Inc.

388 Greenwich Street

New York, New York 10013

Deutsche Bank Securities Inc.

60 Wall Street

New York, New York 10005

J.P. Morgan Securities LLC

383 Madison Avenue

New York, New York 10179

August 11, 2017

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549-7010

    Re:
    Capitol Investment Corp. IV

Registration Statement on Form S-1, as amended (Registration No. 333-219146)

Ladies and Gentlemen:

In accordance with Rule 461 of the General Rules
and Regulations under the Securities Act of 1933 (the “Act”), we, as representatives of the several Underwriters,
hereby join in the request of Capitol Investment Corp. IV (the “Company”) for acceleration of the effective
date of the above-named Registration Statement so that it becomes effective at 3:00 p.m. Eastern Daylight Time on August 15, 2017,
or as soon thereafter as practicable.

Pursuant to Rule 460 under the Act, we, as representatives
of the several Underwriters, wish to advise you that we have effected the following distribution of the Company’s Preliminary
Prospectus dated August 7, 2017:

    (i)
    Dates of distribution: August 9, 2017 through the date hereof

    (ii)
    Number of prospective underwriters to which the preliminary prospectus was distributed: 3

    (iii)
    Number of prospectuses distributed: approximately 366

We, the undersigned, as representatives of the
several Underwriters, have complied and will comply, and we have been informed by the participating underwriters that they have
complied and will comply, with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934.

[signature page follows]

Very truly yours,

CITIGROUP GLOBAL MARKETS, INC.

DEUTSCHE BANK SECURITIES INC.

J.P. MORGAN SECURITIES LLC

Acting severally on behalf of themselves and
the

several underwriters

CITIGROUP
GLOBAL MARKETS INC.

 By: /s/ Neil Shah

Name: Neil Shah

Title: Managing Director

DEUTSCHE
BANK SECURITIES INC.

 By: /s/ Ben Darsney

Name: Ben Darsney

Title: Managing Director

 By: /s/ Daniel Jacobowitz

Name: Daniel Jacobowitz

Title: Managing Director

J.P.
MORGAN SECURITIES LLC

 By: /s/ Gosku Yolac

Name: Gosku Yolac

Title: Managing Director

CORRESP
1
filename1.htm

Capitol
Investment Corp. IV

509
7th Street, N.W.

Washington,
D.C. 20004

August
11, 2017

VIA
EDGAR

Ms.
Maryse Mills-Apenteng

Special
Counsel

Office
of Information Technologies and Services

Securities
and Exchange Commission

100
F Street, N.E.

Washington,
D.C. 20549

    RE:
    Capitol
Investment Corp. IV

    Registration
Statement on Form S-1

    File
No. 333-219146

Dear
Ms. Mills-Apenteng:

Capitol
Investment Corp. IV (the “Company”) hereby requests, pursuant to Rule 461 promulgated under the Securities Act of
1933, as amended, acceleration of effectiveness of the above-referenced Registration Statement so that such Registration Statement
will become effective as of 3:00 p.m., August 15, 2017, or as soon thereafter as practicable.

    Very truly yours,

    CAPITOL
                                         INVESTMENT CORP. IV

    By:
    /s/ Mark D. Ein

    Mark D. Ein
Chief Executive Officer

CORRESP
1
filename1.htm

    Graubard
                                    Miller

        The Chrysler Building

        405 Lexington Avenue

        New
        York, N.Y. 10174-1101

        (212) 818-8800

    facsimile

    direct
    dial number

    (212)
    818-8881

    (212)
    818-8638

    email
    address

    jgallant@graubard.com

August 1, 2017

Ms.
Maryse Mills-Apenteng

Special
Counsel

Office
of Information Technologies and Services

Securities
and Exchange Commission

100
F Street, N.E.

Washington,
D.C. 20549

    Re:
    Capitol Investment Corp. IV

Registration
Statement on Form S-1

Filed
July 3, 2017

File
No. 333-219146

Dear
Ms. Mills-Apenteng:

On
behalf of Capitol Investment Corp. IV (“Corporation”), we respond as follows to the Staff’s comment letter,
dated July 28, 2017, relating to the above-captioned Registration Statement on Form S-1 (“Registration Statement”).
Captions and page references herein correspond to those set forth in Amendment No. 1 to the Registration Statement, a copy of
which has been marked with the changes from the original Registration Statement.

Please
note that for the Staff’s convenience, we have recited each of the Staff’s comments and provided the Corporation’s
response to each comment immediately thereafter.

Cover
Page

    1.
    Please limit the outside cover page to one page.
See Item 501(b) of Regulation S-K.

We
have revised the outside cover page so that it is limited to one page as requested.

Securities
and Exchange Commission

August 1, 2017

Page
2

2. We
                                         note your disclosure on your prospectus cover that you cannot guarantee that your securities
                                         will be approved for listing on the NYSE. Please tell us if you expect to know before
                                         this registration statement is effective whether the NYSE has approved your listing application.
                                         In addition, please confirm that you will file a pre-effective amendment to reflect applicable
                                         changes to your disclosure if your application is not approved.

We
wish to advise the Staff that the Company will know before the Registration Statement is effective whether the New York Stock
Exchange (“NYSE”) has approved the Company’s listing application. We confirm that we will file a pre-effective
amendment to reflect applicable changes to the disclosure if the NYSE has indicated it will not approve the Company’s application.

Summary,
page 1

3. Please
                                         disclose briefly in the Summary that although you will not redeem shares in an amount
                                         that would cause net assets to fall below $5,000,001, you do not have a maximum redemption
                                         threshold based on the percentage of the shares sold in your initial public offering,
                                         as many blank check companies do.

We
have revised the disclosure on page 15 of the Registration Statement as requested.

4. Please
                                         disclose in the Summary that you may issue additional ordinary or preferred shares to
                                         complete the initial business combination.

We
respectfully advise the Staff that the following language is already included on page 4 of the Registration Statement:

“For
example, we could pursue a transaction in which we issue a substantial number of new shares in exchange for all of the outstanding
capital stock of a target.”

We
have revised the foregoing disclosure to clarify that either ordinary or preference shares could be issued to consummate such
a transaction to address the Staff’s comment.

Track
Record with Acquisition Vehicles, page 2

5. Please
                                         ensure that the information about your management’s track record is balanced, with
                                         equally prominent discussion of any management experience with similar transactions initiated
                                         but abandoned, unsuccessful transactions, or transactions or entities that generated
                                         losses for investors.

We
have revised the disclosure on page 2 of the Registration Statement to make clear to an investor that the transactions listed
therein were limited to similarly structured acquisition vehicles and that such transactions represent the only such transactions
which the Company’s management has sponsored. We supplementally advise the Staff that management has sponsored no SPACs
other than the Company and the three prior SPACs described in the prospectus; nor has management either abandoned any SPAC initial
public offering or not consummated any SPAC initial public offering it initiated.

Securities
and Exchange Commission

August 1, 2017

Page
3

Initial
Business Combination, page 3

6. You
                                         disclose that NYSE rules require that you complete one or more business combinations
                                         with an aggregate fair market value of at least 80% of the value of the assets held in
                                         the trust account, excluding the deferred underwriting commissions and taxes payable
                                         on the interest earned on the trust account. Section 102.06 of the NYSE Listed Company
                                         Manual excludes amounts disbursed to management for working capital purposes and the
                                         amount of any deferred underwriting discount held in trust for purposes of calculating
                                         the 80% value of assets but does not exclude taxes payable on the interest earned. Please
                                         advise.

We
have revised the disclosure on pages 3, 13, 62, 73 and 105 of the Registration Statement to clarify that the 80% value of assets
test excludes amounts disbursed to management for working capital purposes and deferred underwriting discounts held in trust as
set forth in Section 102.06 of the NYSE Listed Company Manual.

Founder
Shares, page 9

7. Please
                                         revise to identify the agreement(s) pursuant to which your initial shareholders have
                                         agreed to vote their shares in favor of your initial business combination, as well as
                                         the agreement(s) pursuant to which your sponsor, executive officers and directors have
                                         agreed that they will not propose any amendment to your amended and restated memorandum
                                         and articles of association as described under “Redemption of public shares...”
                                         on page 17.

We
have revised the disclosure on pages 10 and 14 of the Registration Statement to indicate that the form of the letter agreements
referred to above has been filed as an exhibit to the Registration Statement. We advise the Staff that such form of letter agreement
will be filed as Exhibit 10.1 to the Registration Statement as soon as possible.

Risk
Factors

“Our
shareholders may not be afforded an opportunity to vote...,” page 21

8. Please
                                         expand this risk factor to include a brief description of the circumstances in which
                                         there would not be a shareholder vote.

We
have revised the disclosure on page 21 of the Registration Statement as requested.

Securities
and Exchange Commission

August 1, 2017

Page
4

General

9. Please
                                         supplementally provide us with 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,
                                         present to potential investors in reliance on Section 5(d) of the Securities Act, whether
                                         or not they retain copies of the communications.

We
will supplementally provide the Staff with copies of all written communications, as defined in Rule 405 under the Securities Act
of 1933, as amended (the “Securities Act”), that the Company, or anyone authorized to do so on the Company’s
behalf, presents to potential investors in reliance on Section 5(d) of the Securities Act, whether or not they retain copies of
the communications, as requested.

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

If
you have any questions, please do not hesitate to contact me at the above telephone and facsimile numbers.

    Sincerely,

    /s/
    Jeffrey M. Gallant

    Jeffrey
    M. Gallant

cc: Mr.
                                         Mark D. Ein

Mail Stop 4561
July 28, 2017

Mark D. Ein
Chief Executive Officer
Capitol Investment Corp. IV
509 7th Street, N.W.
Washington, D.C. 20004

Re: Capitol Investment Corp. IV
Registration Statement on Form S -1
Filed July 3, 2017
  File No. 333-219146

Dear Mr. Ein :

We have reviewed your registration statement  and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.

Please respond to this letter by amending your registration statement and providing the
requested information .  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.

After reviewing any amendment to your registration statement and the information you
provide in response to these  comments, we may have  additional comments.

Cover Page

1. Please limit the outside cover page to one page.  See Item 501(b) of Regulation S -K.

2. We note your disclosure on your prospectus cover that you cannot guarantee that your
securitie s will be approved for listing on the NYSE.  Please tell us if you expect to know
before this registration statement is effective whether the NYSE has approved your listing
application.  In addition, please confirm that you will file a pre -effective amendm ent to
reflect applicable changes to your disclosure if your application is not approved.

Summary, page 1

3. Please disclose briefly in the Summary that although you will not redeem shares in an
amount that would cause net assets to fall below $5,000,001, y ou do not have a maximum

Mark D. Ein
Capitol Investment Corp. IV
July 28, 2017
Page 2

 redemption threshold based on the percentage of the shares sold in your initial public
offering, as many blank check companies do.

4. Please disclose in the Summary that you may issue additional ordinary or preferred
shares to comple te the initial business combination.

Track Record with Acquisition Vehicles, page 2

5. Please ensure that the information about your management’s track record is balanced,
with equally prominent discussion of any management experience with similar
transact ions initiated but abandoned, unsuccessful transactions, or transactions or entities
that generated losses for investors.

Initial Business Combination, page 3

6. You disclose that NYSE rules require that you complete one or more business
combinations with an aggregate fair market value of at least 80% of the value of the
assets held in the trust account, excluding the deferred underwriting commissions and
taxes payable on the inter est earned on the trust account.  Section 102.06 of the NYSE
Listed Company Manual excludes amounts disbursed to management for working capital
purposes and the amount of any deferred underwriting discount held in trust  for purposes
of calculating the 80% value of assets but does not exclude taxes payable on the interest
earned.  Please advise.

Founder Shares, page 9

7. Please revise to identi fy the agreement( s) pursuant to which your initial shareholders
have agreed to vote their shares in favor of your initial business combination, as well as
the agreement(s) pursuant to which you r sponsor, executive officers and directors have
agreed that they will not propose any amendment to your amended and restated
memorandum and articles of association as described under “ Redemption of public
shares…” on page 17.

Risk Factors

“Our shareholders may not be af forded an opportunity to vote…,” page 21

8. Please expand this risk factor to include a brief description of the circumstances in which
there would not be a shareholder vote.

General

9. Please supplementally provide us with copies of  all written communications, as defined
in Rule 405 under the Securities Act, that you, or anyone authorized to do so on your

Mark D. Ein
Capitol Investment Corp. IV
July 28, 2017
Page 3

 behalf, present to potential investors in reliance on Section 5(d) of the Securities Act,
whether or not they retain copies of the  communications.

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.

If you have any questions, please contact Ji  Shin, Attorney -Advisor, at (202) 551 -3579,
or in her absence, me at (202) 551 -3457.  If you require additional assistance, you may contact
Barbara C. Jacobs, Assistant Director, at (202) 551 -3735.

Sincerely,

 /s/ Maryse Mills -Apenteng

Maryse Mills -Apenteng
Special Counsel
Office of Information Technologies
and Services

cc: Jeffrey M. Gallant
David Miller
Graubard Miller