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Document

December 1, 2025

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, NE

Washington, D.C. 20549

Attn: Kate Beukenkamp

Re:    Ingram Micro Holding Corporation

Registration Statement on Form S-3

Filed November 12, 2025

File No. 333-291469

Dear Ms. Beukenkamp:

Reference is made to the Registration Statement on Form S-3 filed by Ingram Micro Holding Corporation (the “Company”) with the U.S. Securities and Exchange Commission on November 12, 2025 (File No. 333-291469) (the “Registration Statement”).

The Company hereby requests the Registration Statement be made effective at 4 p.m., Eastern Time, on December 3, 2025 (the “Effectiveness Time”), or as soon as possible thereafter, in accordance with Rule 461 of the General Rules and Regulations promulgated under the Securities Act of 1933, as amended.

If you have any questions related to this letter or if you require any additional information, please contact Cristopher Greer or Anne Barrett of Willkie Farr & Gallagher LLP at (212) 728-8214 or (212) 728-8466, respectively. Please notify either of them when this request for acceleration of effectiveness of the Registration Statement has been granted.

Very truly yours,

Ingram Micro Holding Corporation

By: /s/ Augusto Aragone

 Name: Augusto Aragone

 Title: Executive Vice President, Secretary and General Counsel

Via E-mail:

cc:

 Cristopher Greer

 Anne Barrett

 Willkie Farr & Gallagher LLP

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 Morgan Stanley & Co. LLC

Goldman Sachs & Co. LLC

J.P. Morgan Securities LLC

c/o Morgan Stanley & Co. LLC

1585 Broadway

 New York, New York
10036

 c/o Goldman Sachs & Co. LLC

200 West Street

 New York, New York
10282

 c/o J.P. Morgan Securities LLC

383 Madison Avenue

 New York, New
York 10179

 October 21, 2024

 VIA EDGAR

Securities and Exchange Commission

 Division of Corporation
Finance

 100 F. Street, N.E.

 Washington, D.C. 20549

Re: Ingram Micro Holding Corporation (the “Company”)

Registration Statement on Form S-1

File No. 333-282404

Ladies and Gentlemen:

 In accordance with Rule
461(a) of the Rules and Regulations of the U.S. Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Act”), and as representatives of the several underwriters of the Company’s proposed public
offering, we wish to advise you that we hereby join with the Company’s request that the effective date of the above-referenced Registration Statement be accelerated so that the same will become effective at 2:00 P.M., Eastern Time, on
October 23, 2024, or as soon thereafter as is practicable.

 Pursuant to Rule 460 under the Act, we wish to advise you that there will
be distributed to each prospective underwriter, institutional investor or dealer, who is reasonably anticipated to participate in the distribution of the security, as many copies of the preliminary prospectus dated October 15, 2024 as appears
to be reasonable to secure adequate distribution of the preliminary prospectus.

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

 2

Very truly yours,

MORGAN STANLEY & CO. LLC

By:

/s/ Rizvan Dhalla

 Name:  Rizvan Dhalla

 Title:   Managing Director, Morgan Stanley, Investment Banking
Division

GOLDMAN SACHS & CO. LLC

By:

/s/ Charlie Black

 Name:  Charlie Black

 Title:   Managing Director

J.P. MORGAN SECURITIES LLC

By:

/s/ Olivia Sem

 Name:  Olivia Sem

 Title:   Vice President

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 INGRAM MICRO HOLDING CORPORATION

3351 Michelson Drive, Suite 100

Irvine, California 92612

 October 21, 2024

 VIA EDGAR

 Securities and Exchange Commission

Division of Corporation Finance

 100 F. Street, N.E.

Washington, D.C. 20549

 Attn: Keira Nakada

 Rufus Decker

 Alyssa Wall

  Mara
Ransom

 Re:   Ingram Micro Holding Corporation

 Registration Statement on Form S-1

 File No. 333-282404

Ladies and Gentlemen:

 Pursuant
to Rule 461 of the Rules and Regulations of the U.S. Securities and Exchange Commission under the Securities Act of 1933, as amended, Ingram Micro Holding Corporation (the “Company”) hereby requests that the effective date of the
Company’s Registration Statement on Form S-1 (File No. 333-282404) (the “Registration Statement”) be accelerated so that it may become
effective at 2:00 p.m., New York City time on October 23, 2024, or as soon as practicable thereafter, or at such other time as the Company or its legal counsel may request by telephone to the staff. Please orally confirm this request with our
legal counsel, Cristopher Greer or Anne Barrett of Willkie Farr & Gallagher LLP. Our legal counsel has full authority to withdraw or modify this acceleration request, orally or in writing.

Once the Registration Statement is effective, please contact Cristopher Greer of Willkie Farr & Gallagher LLP, counsel to the
Company, at (212) 728-8214, or Anne Barrett at (212) 728-8466, to provide notice of effectiveness, or if you have any other questions or concerns regarding this matter.

 [Signature Page Follows]

Sincerely,

INGRAM MICRO HOLDING CORPORATION

By:

 /s/ Paul Bay

Name:

Paul Bay

Title:

Chief Executive Officer

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 787 Seventh Avenue

 New York, NY 10019-6099

 Tel: 212 728 8000

Fax: 212 728 8111

 October 15, 2024

Via EDGAR Submission

 United States Securities and
Exchange Commission

 Division of Corporation Finance

 Office
of Technology

 100 F Street, N.E.

 Washington, D.C. 20549

 Attention: Keira Nakada

 Rufus Decker

Alyssa Wall

 Mara Ransom

Re:
 Ingram Micro Holding Corporation

Registration Statement on Form S-1

Submitted September 30, 2024

File No. 333-282404

Ladies and Gentlemen:

 On behalf of our client,
Ingram Micro Holding Corporation, a Delaware corporation (the “Company”), set forth below are the Company’s responses to the comments of the staff of the SEC (the “Staff”) communicated in its letter to the
Company, dated October 9, 2024, relating to the above referenced Registration Statement on Form S-1 submitted on September 30, 2024 (the “Registration Statement”).

In connection with such responses, the Company will be submitting, electronically via EDGAR, the Amendment No. 1 to the Registration
Statement on Form S-1 (the “Amendment”). In addition to addressing the Staff’s comments, the Company has revised the Amendment to update certain other disclosures.

For ease of reference, each of the Staff’s comments is reproduced below in italics and is followed by the Company’s response. In
addition, unless otherwise indicated, all references to page numbers in such responses are to page numbers in the Amendment. Capitalized terms used in this letter but not otherwise defined herein shall have the meaning ascribed to such term in the
Amendment.

BRUSSELS  CHICAGO  DALLAS  FRANKFURT  HOUSTON
 LONDON  LOS ANGELES  MILAN

 MUNICH
 NEW YORK  PALO ALTO  PARIS  ROME  SAN FRANCISCO  WASHINGTON

 Securities and Exchange Commission

October 15, 2024

  Page
 2

 Summary

Recent Developments

 Preliminary Estimated Operating
Results for the Thirteen Weeks Ended September 28, 2024, page 12

1.
 Please remove your statement that readers should not place undue reliance on your preliminary estimates, as
investors should be able to rely on the information presented. Please also clearly state, if true, that the basic and diluted earnings per share information gives effect to the stock split discussed on page 22.

Response

 The
Company acknowledges the Staff’s comment and respectfully advises the Staff that the Company has revised its disclosure on pages 12 and 13 of the Amendment.

The Offering, page 19

2.
 Page 22 indicates that a stock split will occur in conjunction with this offering. If it occurs prior to the
effectiveness of this registration statement, please also revise your financial statements to give retroactive effect to the stock split. Otherwise, disclose, if true, that the stock split will occur after the effectiveness of this registration
statement, but prior to the consummation of this offering. Refer to ASC 260-10-55-12 and SAB Topic 4:C.

 Response

The Company acknowledges the Staff’s comment and respectfully advises the Staff that the Company has revised its disclosure on pages v and
24 of the Amendment.

 Risk Factors

 Risks Related
to Our Reliance on Third Parties

 We face a variety of risks in our reliance on third-party service companies..., page 57

3.
 We note your amended disclosure in response to prior comment 1. Please expand your disclosure to identify
the major, large-scale cloud service provider that hosts Ingram Micro Xvantage. To provide additional context to investors, please also explain the applicable licensing terms or arrangements with such provider.

Response

 The
Company acknowledges the Staff’s comment and respectfully advises the Staff that the Company has expanded its existing disclosures on pages 59 and 153 of the Amendment that describe the Company’s use of AI within its Xvantage platform to:
(i) identify Google as the cloud service provider referred to within the risk factors, (ii) describe the licensing terms applicable to the Company’s use of the Google Cloud Platform and its associated tools and (iii) describe
additional risks associated with using a cloud provider to host a platform.

 * *  * *

 Securities and Exchange Commission

October 15, 2024

  Page
 3

 We hope that the foregoing has been responsive to the Staff’s comments. Should you have
any questions relating to the foregoing, please feel free to contact the undersigned at (212) 728-8214 or cgreer@willkie.com.

Sincerely,

 /s/ Cristopher Greer

Cristopher Greer

Willkie Farr & Gallagher LLP

cc:
 Paul Bay – Chief Executive Officer, Ingram Micro Holding Corporation

Augusto Aragone – Executive Vice President, Secretary & General Counsel

Ingram Micro Holding Corporation

October 9, 2024
Paul Bay
Chief Executive Officer
Ingram Micro Holding Corporation
3351 Michelson Drive, Suite 100
Irvine, CA 92612
Re:Ingram Micro Holding Corporation
Registration Statement on Form S-1
Filed September 30, 2024
File No. 333-282404
Dear Paul Bay:
            We have reviewed your registration statement and have the following comment(s).
            Please respond to this letter by amending your registration statement and providing
the requested information. If you do not believe a comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information
you provide in response to this letter, we may have additional comments.
Registration Statement on Form S-1
Summary
Recent Developments
Preliminary Estimated Operating Results for the Thirteen Weeks Ended September 28, 2024,
page 12
1.Please remove your statement that readers should not place undue reliance on your
preliminary estimates, as investors should be able to rely on the information
presented. Please also clearly state, if true, that the basic and diluted earnings per
share information gives effect to the stock split discussed on page 22.

October 9, 2024
Page 2
The Offering, page 19
2.Page 22 indicates that a stock split will occur in conjunction with this offering. If it
occurs prior to the effectiveness of this registration statement, please also revise your
financial statements to give retroactive effect to the stock split. Otherwise, disclose, if
true, that the stock split will occur after the effectiveness of this registration statement,
but prior to the consummation of this offering. Refer to ASC 260-10-55-12 and SAB
Topic 4:C.
Risk Factors
Risks Related to Our Reliance on Third Parties
We face a variety of risks in our reliance on third-party service companies..., page 57
3.We note your amended disclosure in response to prior comment 1. Please expand your
disclosure to identify the major, large-scale cloud service provider that hosts Ingram
Micro Xvantage. To provide additional context to investors, please also explain the
applicable licensing terms or arrangements with such provider.
            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.
            Please contact Keira Nakada at 202-551-3659 or Rufus Decker at 202-551-3769 if
you have questions regarding comments on the financial statements and related
matters. Please contact Alyssa Wall at 202-551-8106 or Mara Ransom at 202-551-3264 with
any other questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:Cristopher Greer

CORRESP
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 787 Seventh Avenue

 New York, NY 10019-6099

Tel: 212 728 8000

 Fax: 212 728 8111

 September 30, 2024

Via EDGAR Submission

 United States Securities and
Exchange Commission

 Division of Corporation Finance

 Office
of Technology

 100 F Street, N.E.

 Washington, D.C. 20549

 Attention: Keira Nakada

 Rufus Decker

Alyssa Wall

 Mara Ransom

Re:
 Ingram Micro Holding Corporation

Amendment No. 12 to Draft Registration Statement on Form S-1

Submitted September 6, 2024

CIK No. 0001897762

 Ladies and
Gentlemen:

 On behalf of our client, Ingram Micro Holding Corporation, a Delaware corporation (the “Company”), set forth
below are the Company’s responses to the comments of the staff of the SEC (the “Staff”) communicated in its letter to the Company, dated September 19, 2024, relating to the above referenced Amendment No. 12 to the
Draft Registration Statement on Form S-1 confidentially submitted on September 6, 2024 (the “Amendment”).

In connection with such responses, the Company will be submitting, electronically via EDGAR, the Registration Statement on Form S-1 (the “Registration Statement”). In addition to addressing the Staff’s comments, the Company has revised the Registration Statement to update certain other disclosures.

For ease of reference, each of the Staff’s comments is reproduced below in italics and is followed by the Company’s response. In
addition, unless otherwise indicated, all references to page numbers in such responses are to page numbers in the Registration Statement. Capitalized terms used in this letter but not otherwise defined herein shall have the meaning ascribed to such
term in the Registration Statement.

BRUSSELS CHICAGO DALLAS FRANKFURT HOUSTON LONDON 
LOS ANGELES MILAN

 MUNICH NEW
YORK PALO ALTO PARIS ROME SAN FRANCISCO WASHINGTON

 Securities and Exchange Commission

September 30, 2024

 Page 2

 Business

Overview, page 143

1.
 We note your disclosure describing your Flexible Subscription Engine “which uses AI and ML technologies
to manage cloud and XaaS monthly and annual recurring subscription services together with product purchases.” Please clarify what you mean by artificial intelligence and machine learning in this context, explain how it is used in your FSE and
Ingram Micro Xvantage and how such usage may differ from algorithmic code that automates processes in your platform. In addition, clarify whether you utilize third-party artificial intelligence products or internally developed artificial
intelligence processes. If you use third-party products, explain any applicable licensing terms or arrangements.

Response

 The
Company acknowledges the Staff’s comment and respectfully advises the Staff that the Company has revised its disclosure in multiple places, including on page 151 of the Registration Statement, to explain in greater detail our use of artificial
intelligence (“AI”) and machine learning (“ML”) within our Xvantage platform, and to define such terms based on the NIST Artificial Intelligence Risk Management Framework. In doing so, we have removed reference to our flexible
subscription engine, which was a precursor to, and has been integrated into, our larger and more comprehensive Xvantage platform, which is currently the Company’s sole platform implementing AI and ML technologies. This change was made to
simplify the disclosure and to focus on the present state of the platform, which now includes more than 20 engines, many of which use AI and/or ML technologies to provide a unified and personalized experience for users.

2.
 With a view to understanding the risks associated with your use of AI and ML and the risk factor you discuss
on page 58, which acknowledges the rapidly evolving legal and regulatory landscape, clarify the jurisdictions in which your product and services offerings that incorporate AI and ML are offered. In this regard, you indicate that Ingram Micro
Xvantage has been launched in “key countries.”

 Response

The Company acknowledges the Staff’s comment and respectfully advises the Staff that the Company has revised its disclosure in multiple
places, including on page 151 of the Registration Statement, to clarify that AI and ML are foundational components of our Xvantage platform and are incorporated in the Xvantage offering for each of the fourteen countries in which the platform has
been introduced to date, as listed on page 64.

 *   *   *   *

 Securities and Exchange Commission

September 30, 2024

 Page 3

 We hope that the foregoing has been responsive to the Staff’s comments. Should you have
any questions relating to the foregoing, please feel free to contact the undersigned at (212) 728-8214 or cgreer@willkie.com.

 Sincerely,

 /s/ Cristopher Greer

 Cristopher Greer

 Willkie Farr & Gallagher LLP

cc:
 Paul Bay – Chief Executive Officer, Ingram Micro Holding Corporation

Augusto Aragone – Executive Vice President, Secretary & General Counsel

Ingram Micro Holding Corporation

September 19, 2024
Paul Bay
Chief Executive Officer
Ingram Micro Holding Corporation
3351 Michelson Drive, Suite 100
Irvine, CA 92612
Re:Ingram Micro Holding Corporation
Amendment No. 12 to Draft Registration Statement on Form S-1
Submitted September 9, 2024
CIK No. 0001897762
Dear Paul Bay:
            We have reviewed your amended draft registration statement and have the following
comment(s).
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on EDGAR.
If you do not believe a comment applies to your facts and circumstances or do not believe an
amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to this letter and your amended
draft registration statement or filed registration statement, we may have additional
comments. Unless we note otherwise, any references to prior comments are to comments in our
June 20, 2024 letter.
Amendment No. 12 to Draft Registration Statement on Form S-1
Business
Overview, page 143
1.We note your disclosure describing your Flexible Subscription Engine "which uses AI and
ML technologies to manage cloud and XaaS monthly and annual recurring subscription
services together with product purchases." Please clarify what you mean by artificial
intelligence and machine learning in this context, explain how it is used in your FSE and
Ingram Micro Xvantage and how such usage may differ from algorithmic code that
automates processes in your platform. In addition, clarify whether you utilize third-party
artificial intelligence products or internally developed artificial intelligence processes. If
you use third-party products, explain any applicable licensing terms or arrangements.

September 19, 2024
Page 2
2.With a view to understanding the risks associated with your use of AI and ML and the
risk factor you discuss on page 58, which acknowledges the rapidly evolving legal and
regulatory landscape, clarify the jurisdictions in which your product and services offerings
that incorporate AI and ML are offered. In this regard, you indicate that Ingram Micro
Xvantage has been launched in "key countries."
            Please contact Keira Nakada at 202-551-3659 or Rufus Decker at 202-551-3769 if you
have questions regarding comments on the financial statements and related matters. Please
contact Alyssa Wall at 202-551-8106 or Mara Ransom at 202-551-3264 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:Cristopher Greer

United States securities and exchange commission logo
June 20, 2024
Paul Bay
Chief Executive Officer
Ingram Micro Holding Corporation
3351 Michelson Drive, Suite 100
Irvine, CA 92612
Re:Ingram Micro Holding Corporation
Amendment No. 11 to Draft Registration Statement on Form S-1
Submitted June 10, 2024
CIK No. 0001897762
Dear Paul Bay:
            We have reviewed your amended draft registration statement and have the following
comment(s).
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR. If you do not believe a comment applies to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to this letter and your amended
draft registration statement or filed registration statement, we may have additional
comments. Unless we note otherwise, any references to prior comments are to comments in our
October 12, 2023 letter.
Amendment No. 11 to Draft Registration Statement on Form S-1
Summary
Recent Developments, page 12
1.Please provide preliminary information as to (a) your earnings per share and (b) the
comparable GAAP ratio to adjusted return on invested capital. Also, discuss whether the
trends in revenues and other measures presented during the recent period are consistent
with those discussed in management's discussion and analysis. Finally, remove your
statement that your final results may differ materially from the estimates you are
presenting, as it implies that investors should not rely on the information presented.

 FirstName LastNamePaul Bay
 Comapany NameIngram Micro Holding Corporation
 June 20, 2024 Page 2
 FirstName LastName
Paul Bay
Ingram Micro Holding Corporation
June 20, 2024
Page 2
Summary Historical and Unaudited Pro Forma Condensed Combined Financial and Other Data
Non-GAAP Financial Measures, page 25
2.Net income is the comparable GAAP measure to adjusted net income, the numerator used
in computing adjusted return on invested capital. Please use net income, rather than
income from operations after taxes, for the numerator used in computing the comparable
GAAP ratio. Refer to Item 10(e)(1)(i)(A) and (B) of Regulation S-K and Question
102.10(a) of the Non-GAAP Financial Measures Compliance and Disclosure
Interpretations.
General
3.Please present and discuss net income margin when adjusted EBITDA margin and/or non-
GAAP net income margin are presented and discussed in your supplemental
materials. Please present and discuss net income CAGR when adjusted EBITDA CAGR is
presented and discussed in your supplemental materials. Please present and discuss
cumulative net income, cumulative operating cash flows and net income to operating cash
flow conversion rate when cumulative adjusted EBITDA, cumulative adjusted free cash
flow and adjusted EBITDA to adjusted free cash flow conversion rate are presented and
discussed in your supplemental materials. Refer to Rule 100(a) of Regulation G.
            Please contact Keira Nakada at 202-551-3659 or Rufus Decker at 202-551-3769 if you
have questions regarding comments on the financial statements and related matters. Please
contact Alyssa Wall at 202-551-8106 or Mara Ransom at 202-551-3264 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Cristopher Greer

United States securities and exchange commission logo
October 12, 2023
Paul Bay
Chief Executive Officer
Ingram Micro Holding Corporation
3351 Michelson Drive, Suite 100
Irvine, CA 92612
Re:Ingram Micro Holding Corporation
Amendment No. 6 to Draft Registration Statement on Form S-1
Submitted September 18, 2023
CIK No. 0001897762
Dear Paul Bay:
            We have reviewed your amended draft registration statement and have the following
comments.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR. If you do not believe a comment applies to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to this letter and your amended
draft registration statement or filed registration statement, we may have additional comments.
Amendment No. 6 to Draft Registration Statement on Form S-1
Summary, page 1
1.Balance your disclosure regarding your belief that your industry will benefit from a
number of key trends and your market opportunity to acknowledge the softening of
demand, particularly in commercial and consumer products, across all regions during the
most recent interim period.  Provide similar disclosure in your discussion of Key Factors
and Trends Affecting your Operating Results.

 FirstName LastNamePaul Bay
 Comapany NameIngram Micro Holding Corporation
 October 12, 2023 Page 2
 FirstName LastName
Paul Bay
Ingram Micro Holding Corporation
October 12, 2023
Page 2
Management's Discussion and Analysis of Financial Condition and Results of Operations
Key Operating Metrics and Non-GAAP Financial Measures, page 86
2.Please tell us how you determined that “cash-based compensation expense” eliminated
from adjusted EBITDA is not normal, recurring, cash operating expense.  Refer to
Question 100.01 of the Non-GAAP Financial Measures Compliance and Disclosure
Interpretations.
Audited Consolidated Financial Statements
Note 2 - Significant Accounting Policies
Factoring Programs, page F-15
3.Please disclose, if true, that the deferred purchase price represents a beneficial interest in
the securitization entity.  Refer to ASC 230-10-50-4.
            Please contact Keira Nakada at 202-551-3659 or Rufus Decker at 202-551-3769 if you
have questions regarding comments on the financial statements and related matters. Please
contact Alyssa Wall at 202-551-8106 or Mara Ransom at 202-551-3264 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Cristopher Greer

United States securities and exchange commission logo
June 1, 2023
Paul Bay
Chief Executive Officer
Ingram Micro Holding Corporation
3351 Michelson Drive, Suite 100
Irvine, CA 92612
Re:Ingram Micro Holding Corporation
Amendment No. 5 to Draft Registration Statement on Form S-1
Submitted May 12, 2023
CIK No. 0001897762
Dear Paul Bay:
            We have reviewed your amended draft registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Amendment No. 5 to Draft Registration Statement on Form S-1
Summary
Summary Historical and Unaudited Pro Forma Condensed Combined Financial and Other Data
Non-GAAP Financial Measures, page 20
1.We read your response to comment 1.  Please revise your income tax adjustments to arrive
at income from operations after taxes on page 22 so that the difference between (a) the
income taxes on income from operations and (b) the overall provision for income taxes is
solely the removal of the current and deferred income taxes associated with the total other
(income) expenses adjustment.  Refer to Question 102.11 of the Non-GAAP Financial
Measures Compliance and Disclosure Interpretations.

 FirstName LastNamePaul Bay
 Comapany NameIngram Micro Holding Corporation
 June 1, 2023 Page 2
 FirstName LastName
Paul Bay
Ingram Micro Holding Corporation
June 1, 2023
Page 2
Consolidated Financial Statements for the Fiscal Year Ended December 31, 2022
Notes to Consolidated Financial Statements
Revision of Previously Issued Consolidated Financial Statements, page F-22
2.We read your response to comment 2.  Please revise your disclosures in the filing to
clarify that the $122 million overstatement of cash used in operating activities for the
twenty-six weeks ended July 2, 2022 was material and provide appropriate ASC 250
disclosures.
            You may contact Keira Nakada at 202-551-3659 or Rufus Decker at 202-551-3769 if you
have questions regarding comments on the financial statements and related matters.  Please
contact Alyssa Wall at 202-551-8106 or Jennifer López Molina at 202-551-3792 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Cristopher Greer

United States securities and exchange commission logo
March 31, 2023
Paul Bay
Chief Executive Officer
Ingram Micro Holding Corporation
3351 Michelson Drive, Suite 100
Irvine, CA 92612
Re:Ingram Micro Holding Corporation
Amendment No. 4 to Draft Registration Statement on Form S-1
Submitted March 9, 2023
CIK No. 0001897762
Dear Paul Bay:
            We have reviewed your amended draft registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Amendment No. 4 to Draft Registration Statement on Form S-1
Summary
Summary Historical and Unaudited Pro Forma Condensed Combined Financial and Other Data
Non-GAAP Financial Measures, page 20
1.In arriving at income from operations after taxes on page 22, please tell us and disclose
whether the difference between (a) income taxes on income from operations and (b)
provision for income taxes is solely the removal of the current and deferred income taxes
associated with the total other (income) expenses adjustment.  If not, please explain why
not or revise.

 FirstName LastNamePaul Bay
 Comapany NameIngram Micro Holding Corporation
 March 31, 2023 Page 2
 FirstName LastName
Paul Bay
Ingram Micro Holding Corporation
March 31, 2023
Page 2
Consolidated Financial Statements
Notes to Consolidated Financial Statements, page F-11
2.We read your response to comment 6.  The errors resulted in a $122 million or 51%
overstatement of cash used in operating activities for the twenty-six weeks ended July 2,
2022.  As the quantitative magnitude of the errors rise, it is harder for qualitative factors to
overcome quantitative significance.  Please provide us with additional support for your
determination that these errors were not material.  Otherwise, revise your disclosures in
the filing to clarify that the errors were material and provide appropriate ASC 250
disclosures.
            You may contact Keira Nakada at 202-551-3659 or Rufus Decker at 202-551-3769 if you
have questions regarding comments on the financial statements and related matters.  Please
contact Alyssa Wall at 202-551-8106 or Jennifer López Molina at 202-551-3792 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Cristopher Greer

United States securities and exchange commission logo
January 26, 2023
Paul Bay
Chief Executive Officer
Ingram Micro Holding Corporation
3351 Michelson Drive, Suite 100
Irvine, CA 92612
Re:Ingram Micro Holding Corporation
Amendment No. 3 to Draft Registration Statement on Form S-1
Submitted January 10, 2023
CIK No. 0001897762
Dear Paul Bay:
            We have reviewed your amended draft registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Amendment No. 3 to Draft Registration Statement on Form S-1
Prospectus Summary
Our Relationship with Our Sponsor, page 12
1.Please provide disclosure in this section regarding the agreements you have with your
Sponsor, such as the advisory agreement and investor rights agreement.  Please also
discuss that your Sponsor will continue to control your board and corporate decisions after
the offering, including the board representation rights in your investor rights agreement.
Also discuss potential conflicts of interests with your Sponsor as you do in your risk factor
disclosure on page 55.

 FirstName LastNamePaul Bay
 Comapany NameIngram Micro Holding Corporation
 January 26, 2023 Page 2
 FirstName LastName
Paul Bay
Ingram Micro Holding Corporation
January 26, 2023
Page 2
Management's Discussion and Analysis of Financial Condition and Results of Operations, page
81
2.Please discuss the comparative results of your 32-week interim period ended October 1,
2022 and pro forma combined financial period ended October 2, 2021.
Liquidity and Capital Resources, page 124
3.We note your amended disclosure in response to comment 1 and reissue.  Please expand
your discussion of interest rates to describe their impact on your financial condition,
including your balance sheet.  For example, given rising rates, describe any resulting
impacts on your inventory, accounts payable, long-term debt, or accrued expense
balances.  If applicable, expand your disclosure to describe how you are funding these
additional costs.  Your current disclosure includes a description of your debt, but does not
state whether you are and have been impacted by rising interest rates.
Executive Compensation, page 162
4.We note your disclosure that material elements of your 2022 executive compensation
were determined "in consultation with representatives from Platinum Equity."  Please
clarify if these services were performed as part of the Corporate Advisory Services
Agreement with Platinum Equity and clarify Platinum's role in the determination of
executive compensation after completion of this offering.
Unaudited Condensed Consolidated Financial Statements
Note 2 - Summary of Significant Accounting Policies
Revision of Previously Issued Consolidated Financial Statements, page F-64
5.Please provide a description of the error that each adjustment corrects relating to the CLS
Sale.  In this regard, the nature of the error is not clear from your current disclosure.
6.The errors resulted in a $122 million overstatement of cash used in operating activities for
the twenty-six weeks ended July 2, 2022, which appears to be quantitatively material.
Please provide a detailed SAB 99 materiality analysis to support your determination that
the errors you identified were not material.  Also, tell us and disclose how these errors
impacted your free cash flow non-GAAP measure.  Otherwise, remove your disclosures
stating that the errors were not material and confirm that you will identify the financial
statements as “restated” and provide appropriate ASC 250 disclosures, when financial
statements for the twenty-six weeks ended July 2, 2022 are next presented.

 FirstName LastNamePaul Bay
 Comapany NameIngram Micro Holding Corporation
 January 26, 2023 Page 3
 FirstName LastName
Paul Bay
Ingram Micro Holding Corporation
January 26, 2023
Page 3
            You may contact Keira Nakada at 202-551-3659 or Rufus Decker at 202-551-3769 if you
have questions regarding comments on the financial statements and related matters.  Please
contact Alyssa Wall at 202-551-8106 or Jennifer López Molina at 202-551-3792 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Cristopher Greer

United States securities and exchange commission logo
June 22, 2022
Paul Bay
Chief Executive Officer
Ingram Micro Holding Corp.
3351 Michelson Drive, Suite 100
Irvine, CA 92612
Re:Ingram Micro Holding Corp.
Amendment No. 1 to Draft Registration Statement on Form S-1
Submitted June 2, 2022
CIK No. 0001897762
Dear Mr. Bay:
            We have reviewed your amended draft registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Amendment No. 1 to Draft Registration Statement on Form S-1
Capitalization, page 69
1.Please revise to give effect in the as adjusted column to the CLS Sale and related
transactions, such as those referenced in footnotes (2) and (4) to the table.  Also, revise the
pro forma information on page 73 to include both pro forma balance sheet and statement
of income information related to these transactions.  Refer to Article 11 of Regulation S-
X.

 FirstName LastNamePaul Bay
 Comapany NameIngram Micro Holding Corp.
 June 22, 2022 Page 2
 FirstName LastName
Paul Bay
Ingram Micro Holding Corp.
June 22, 2022
Page 2
Management's Discussion and Analysis of Financial Condition and Results of Operations
Non-GAAP Financial Measures
Adjusted Income from Operations and Adjusted Income from Operations Margin, page 112
2.We have reviewed your response to comment 13 noting it does not appear to address our
comment in its entirety.  Please tell us how you addressed the following:
•Retitling the adjusted income from operations, net of income taxes non-GAAP
measure to better reflect what it actually represents, such as "adjusted net
income" and
•Presenting return on invested capital using GAAP net income, whenever adjusted
return on invested capital is presented.
In addition, present other discrete items separately from any tax adjustments and disclose
in greater detail with quantification for each period presented the nature of each non-
GAAP adjustment being made.
Liquidity and Capital Resources
Capital Resources, page 117
3.We note your amended disclosure in response to comment 14.  Please expand the
disclosure to discuss whether a material portion of your cash and cash equivalents is
located in China and if those funds will be used to finance operations in other foreign
jurisdictions.  If so, discuss any related risks and to the extent that you have cash
management policies related to the transfer or use of those funds, please summarize the
policies.
Business
Our Products and Solutions, page 138
4.We note your amended disclosure in response to comment 15, and we reissue in part.
Please expand your disclosure to discuss the nature of your revenue steams for each line
of business.  For example, to the extent you have customer contracts in any of your lines
of business, disclose the material terms and how such contracts vary between lines of
business.  Please ensure that your disclosure includes the length of such contracts, renewal
terms, pricing terms and termination provisions.
Audited Consolidated Financial Statements
Note 11 - Segment Information, page F-42
5.We read your response to comment 21.  Segment-related information is disclosed on a
management approach basis and disclosure of certain segment-related amounts is not
required, if those amounts are not reviewed by the chief operating decision maker.
However, this provision and the operating segment aggregation criteria in ASC 280-10-
50-11 do not apply to entity-wide disclosures.  Please disclose the revenues from external
customers for each product and service or each group of similar products and services.  In

 FirstName LastNamePaul Bay
 Comapany NameIngram Micro Holding Corp.
 June 22, 2022 Page 3
 FirstName LastName
Paul Bay
Ingram Micro Holding Corp.
June 22, 2022
Page 3
this regard, you list five product categories on pages 84 and 85.  Alternatively, if
providing this disclosure is impracticable (which is expected to be rare), please tell us the
specific aspects of providing this disclosure that are impracticable and explain in detail
why each aspect is impracticable.  If your impracticability assertion for one or more
specific aspects surrounds excessive cost, please also demonstrate how you determined
the cost would be excessive.  Refer to ASC 280-10-05-5, ASC 280-10-50-40 and
paragraphs 67 to 69 in the basis for conclusions section of Statement 131.
            You may contact Keira Nakada at 202-551-3659 or Rufus Decker at 202-551-3769 if you
have questions regarding comments on the financial statements and related matters.  Please
contact Alyssa Wall at 202-551-8106 or Jennifer Lopez Molina at 202-551-3792 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Cristopher Greer

United States securities and exchange commission logo
May 12, 2022
Paul Bay
Chief Executive Officer
Ingram Micro Holding Corp.
3351 Michelson Drive, Suite 100
Irvine, CA 92612
Re:Ingram Micro Holding Corp.
Draft Registration Statement on Form S-1
Submitted April 13, 2022
CIK No. 0001897762
Dear Mr. Bay:
            We have reviewed your draft registration statement and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Draft Registration Statement on Form S-1 Submitted April 13, 2022
Glossary
Certain Definitions, page vi
1.We note that you will be controlled by "entities affiliated with Platinum Equity, LLC,"
which you refer to collectively as "Platinum."  Please revise the definition of "Platinum"
on page vi to identify the "entities affiliated with Platinum Equity, LLC" that you will be
controlled by.  To the extent that your references to "Platinum" are intended to refer
to Imola JV Holdings L.P., as your disclosure in the organizational diagram on page 10
and footnote (1) to the beneficial ownership table on page 175 seems to suggest, please
revise the definition and your disclosure elsewhere throughout the filing as appropriate.

 FirstName LastNamePaul Bay
 Comapany NameIngram Micro Holding Corp.
 May 12, 2022 Page 2
 FirstName LastName
Paul Bay
Ingram Micro Holding Corp.
May 12, 2022
Page 2
Prospectus Summary
Imola Mergers, page 10
2.Please indicate the economic and voting interests to be held by the various stakeholders,
including Imola JV Holdings L.P. and public shareholders, in the organizational diagram
you provide showing the organizational structure after giving effect to the Imola Mergers
and the completion of this offering.  In addition, please include the names of your key
subsidiaries and provide a brief description of their activities.
Risk Factors
Risks Related to Our Business and Our Industry
In connection with the primary closing of the CLS Sale . . ., page 22
3.We note your disclosure that certain components of the TSA may be extended under
certain circumstances.  Please disclose the potential extension period and the impact on
your business and financial condition, if material.  In this regard, we note that you will
allocate significant resources and will require significant time and attention from your
management and other associates to perform your obligations under the TSA.
Risks Related to the Macroeconomic and Regulatory Environment
We operate a global business that exposes us to risks . . ., page 33
4.Please disclose whether your operations in Russia are material to your business.  In this
regard, we note that your Cloud business has an office in Russia that employs engineering
and coding resources that support the operation and maintenance of the Ingram Micro
Cloud Marketplace.
5.Please disclose whether you continue to pay employees in Russia, including a discussion
of whether they continue to engage in work for you and whether you have a legal
obligation to continue to pay employees regardless of work status.
6.To the extent you have a material number of employees located in Russia, please disclose
any material risks posed to your business directly or indirectly due to having employees in
that region.  For example, discuss risks relating to security, internet accessibility, or other
infrastructure concerns.  In addition, disclose steps you have taken or may take to address
these risks, such as relocating personnel to other geographic regions.
U.S.-China tensions around technology and national security . . ., page 36
7.We note your disclosure that you distribute products made by Chinese OEMs in the
United States.  To the extent you materially rely on these Chinese OEMs, please disclose
the risks of this reliance and any disruptions you have experienced due to such reliance.

 FirstName LastNamePaul Bay
 Comapany NameIngram Micro Holding Corp.
 May 12, 2022 Page 3
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Paul Bay
Ingram Micro Holding Corp.
May 12, 2022
Page 3
Risks Related to Our Relationship with Platinum and Being a "Controlled" Company
"Platinum controls us, and its interests may conflict with ours or yours in the future", page 50
8.Please revise, here or elsewhere in your filing, to disclose the number of board member
nominees that may be designated by Platinum.
Capitalization, page 66
9.Please include pro forma adjustments not related to the receipt and use of the offering
proceeds in a pro forma column, so that the only adjustments made to arrive at the pro
forma as adjusted amounts from the pro forma amounts relate to the receipt and use of the
offering proceeds.  Similarly revise your pro forma and pro forma as adjusted disclosures
elsewhere in the filing to use consistent assumptions and terminology.  Refer to Rules 11-
01(a)(8), 11-02(b)(4) and 11-02(a)(12)(ii) of Regulation S-X.
Unaudited Pro Forma Condensed Combined Statement of Income, page 70
10.Please give pro forma effect to the filing and effectiveness of your amended and restated
certificate of incorporation, your amended and restated bylaws and the Offering
Reorganization Transactions, which will occur prior to the consummation of the offering.
Also, present basic and diluted per share information.  Refer to Rules 11-01(a)(8), 11-
02(b)(4), 11-02(a)(9) and 11-02(a)(12)(ii) of Regulation S-X.
Management's Discussion and Analysis of Financial Condition and Results of Operations
Results of Operations, page 85
11.Where you attribute material fluctuations in your results of operations to multiple factors,
please quantify each factor cited so that investors may understand the magnitude and
relative impact of each factor.  Refer to Item 303(b) of Regulation S-K.
12.You disclose amounts excluding the effects of various items, like the CLS inventory
revaluation and the Imola Merger-related costs.  These amounts appear to represent non-
GAAP measures.  Please include the disclosures required by Item 10(e) of Regulation S-K
for each non-GAAP measure presented.
Non-GAAP Financial Measures
Adjusted Return on Invested Capital, page 104
13.Please retitle the adjusted income from operations, net of income taxes non-GAAP
measure to better reflect what it actually represents.  Reconcile the retitled non-GAAP
measure to GAAP net income and present return on invested capital using GAAP net
income, whenever adjusted return on invested capital is presented.  Present the non-GAAP
adjustment for the income tax impact directly attributable to your other non-GAAP
adjustments as a separate adjustment from any other non-GAAP tax adjustments.  Clearly
disclose in greater detail how each income tax adjustment was computed.  In addition, tell
us why you believe it is appropriate to use a normalized 27% non-GAAP tax rate in all

 FirstName LastNamePaul Bay
 Comapany NameIngram Micro Holding Corp.
 May 12, 2022 Page 4
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Ingram Micro Holding Corp.
May 12, 2022
Page 4
periods presented, rather than using your actual GAAP income tax expense with only an
adjustment for the income tax impact directly attributable to your other non-GAAP
adjustments.  Refer to Item 10(e)(1)(i)(A) and (B) of Regulation S-K and Questions
100.04 and 102.11 of the Non-GAAP Financial Measures Compliance and Disclosure
Interpretations.
Liquidity and Capital Resources
Capital Resources, page 108
14.It appears that a material portion of your cash and cash equivalents is located outside the
United States and will be used to finance your foreign operations.  To provide additional
context regarding your ability to finance foreign operations, please identify the foreign
location(s) of this portion of your cash and cash equivalents.
Business, page 116
15.To provide additional context for investors, please disclose how your primary service and
product categories disclosed on page 128 relate to your three main lines of business.
Please also discus the nature of your revenue streams for each line of business.  For
example, to the extent you have customer contracts in any of your lines of business,
disclose the material terms and how such contracts vary between lines of business.  Please
ensure that your disclosure includes the length of such contracts, renewal terms, pricing
terms and termination provisions.
Overview, page 116
16.We note your disclosure on page 123 that "as of January 1, 2022, we had 145 registered
and pending patent applications worldwide."  Please quantify the number of registered
patents you currently hold as compared to those that are currently pending.  Please also
identify any such patents that are material to your business, as well as the duration and
effect of such patents on your business.  See Item 101(c)(1)(iii)(B) of Regulation S-K.
Customer Case Studies, page 123
17.You present case studies of customers that have utilized your services.  Please confirm
that the customers have consented to these statements and to their case studies being used
in your registration statement.
Government Regulation, page 130
18.We note your disclosure describing the regulations to which you are subject generally.
Please enhance your disclosure to discuss the specific regulations and regulatory bodies
that materially affect your business and operations.  Include a discussion of the material
effects that compliance with government regulations may have upon your capital
expenditures, earnings and competitive position.  See Item 101(c)(2)(i) of Regulation S-K.

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 May 12, 2022 Page 5
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Ingram Micro Holding Corp.
May 12, 2022
Page 5
Consolidated Financial Statements
Consolidated Statements of Cash Flows, page F-10
19.Netting items in your statements of cash flows is generally not appropriate.  Only cash
flows stemming from investments, loans receivable and debt with original maturities of
three months or less may be reported on a net basis.  Please present your cash flows on a
gross basis for these line items or explain how you meet the applicable guidance for net
presentation:

•(Purchase) sale of marketable securities, net; and

•Net (repayments) proceeds from revolving and other credit facilities.

Also, revise the other assets and liabilities line item to present changes in other assets
separately from other liabilities and further breakout any material components.  Refer to
ASC 230-10-45-7, 45-9 and 45-29.
Note 2 - Significant Accounting Policies
Factoring Programs, page F-16
20.Please include the disclosures required by ASC 860-20-50 regarding your factoring
programs.
Note 11 - Segment Information, page F-42
21.Please disclose the revenues from external customers for each product and service or each
group of similar products and services.  In this regard, you list five product categories on
page 81 and numerous products and services within each category.  Refer to ASC 280-10-
50-40.
General
22.Please disclose the basis of all your assertions about your competitive position within your
industry.  If you do not have appropriate independent support for a statement, please
revise the language to make clear that this is your belief based on your experience in the
industry, if true.  For example, we note your statement that your Ingram Micro Cloud
Marketplace, CloudBlue platform and FSE are "best-in-class," and that you serve as a
solutions aggregator that you "believe enables [y]our more than 1,500 vendor partners to
serve the technology needs of nearly 90% of the global population."
23.We note disclosure that you relied on data from reports prepared by third parties.  To the
extent that you commissioned third party research, and attributed disclosure in the
registration statement to that third party, please file a consent from the third party, as
required by Rule 436 of the Securities Act.

 FirstName LastNamePaul Bay
 Comapany NameIngram Micro Holding Corp.
 May 12, 2022 Page 6
 FirstName LastName
Paul Bay
Ingram Micro Holding Corp.
May 12, 2022
Page 6
24.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 Rule 163B of the Securities Act, whether or
not they retain copies of the communications.  Please contact the staff member associated
with the review of this filing to discuss how to submit the materials, if any, to us for our
review.
            You may contact Keira Nakada at 202-551-3659 or Rufus Decker at 202-551-3769 if you
have questions regarding comments on the financial statements and related matters.  Please
contact Nicholas Lamparski at 202-551-4695 or Jennifer López Molina at 202-551-3792 with
any other questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Cristopher Greer