SecProbe.io

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 1
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 CORRESP

 ROPES & GRAY LLP PRUDENTIAL TOWER
 800 BOYLSTON STREET BOSTON, MA 02199-3600
 WWW.ROPESGRAY.COM

 July 22, 2025 VIA
EDGAR U.S. Securities and Exchange Commission
 Division of Corporation Finance 100 F Street, N.E.
 Washington, D.C. 20549

 Attention:
 Marion Graham
 Matthew Derby Lisa Etheredge
 Robert Littlepage

 Re:
 NIQ Global Intelligence plc
 Amendment No. 1 to Registration Statement on Form S-1
 Filed July 14, 2025
 CIK No. 0002054696 Ladies and
Gentlemen: On behalf of our client, NIQ Global Intelligence plc (the “Company”), we hereby submit to the Securities and Exchange Commission (the
“Commission”), via EDGAR, an amendment no. 2 to the registration statement on Form S-1 (“Amendment No. 2”). Amendment No. 2 reflects revisions to the Registration Statement
previously filed by the Company with the Commission on June 27, 2025 and amended on July 14, 2025, made in response to the comment letter addressed to the Company dated July 21, 2025 from the staff of the Commission (the
“Staff”). For reference purposes, the comments contained in the Staff’s letter dated July 21, 2025 are reproduced below in bold and
the corresponding responses are shown below the comments. Unless otherwise defined below, terms defined in Amendment No. 2 and used below shall have the meanings given to them in Amendment No. 2.
 Amendment No. 1 to Registration Statement on Form S-1
 Summary Historical Consolidated Financial Data
 Recent Developments, page 30

 1.
 Please revise your bullet pointed list on page 31 to include your preliminary estimate of net loss
attributable to NIQ for the three months ended June 30, 2025. This bullet point should appear before your Adjusted EBITDA estimate for the same period. Refer to Item 10(e)(1)(i)(A) of Regulation S-K.

 Division of Corporation Finance
 Securities and Exchange Commission July 22, 2025
 Page
 2

 Response to Comment 1:
 In response to the Staff’s comment, the Company has revised the bullet point list as requested.

 2.
 Please revise your discussion of footnote 5 on page 32 to explain the specific reason(s) for
$57 million in estimated foreign currency exchange gains for the three months ended June 30, 2025. We note that this adjustment was minimal during the three months ended June 30, 2024.
 Response to Comment 2: The Company acknowledges the
Staff’s comment and advises that the referenced discussion has been revised to further articulate the nature of the foreign currency exchange gains recorded for the three months ended June 30, 2025 (given the nominal amount recorded for
the three months ended June 30, 2024). One of the Company’s EUR-denominated holding companies holds an approximately $1.1B USD Term Loan. The significant appreciation of the EUR against the USD
between March 31, 2025 and June 30, 2025 (approximately 9%) compared to a nominal decrease of the EUR against the USD between March 31, 2024 and June 30, 2024 (0.7%) primarily explains the net spread of foreign exchange
(gains)/losses reflected in the table between the comparable periods. Capitalization, page 75

 3.
 Please revise to include a pro forma column that gives effect to the Reorganization, separate from the
offering. The pro forma financial information provided should be presented in a manner consistent with Article 11 of Regulation S-X.
 Response to Comment 3: In response to the Staff’s comment,
the Company has revised the capitalization table to include a separate pro forma column reflecting the Reorganization, in addition to the “as further adjusted” column reflecting the offering. The pro forma financial information has been
presented in a manner consistent with Article 11 of Regulation S-X.

 4.
 In footnote 2 on page 76, you indicate that the capitalization table does not reflect any repayment of
borrowings with proceeds from the offering. However, we note that the revolver line item reflects a zero balance in the “as further adjusted” column as of March 31, 2025. Please refer to Rule
 11-02(b)(8) and advise or revise accordingly. Response to Comment 4:
 In response to the Staff’s comment, the Company has revised the presentation of the capitalization table consistent with its response to Comment 3 above,
and in the “as further adjusted” column reflecting the offering (separate from the Reorganization), the Company has revised to reflect the repayment of borrowings with proceeds from the offering.
 2

 Division of Corporation Finance
 Securities and Exchange Commission July 22, 2025
 Page
 3

 5.
 Please revise footnotes 3 and 4 to provide a more fulsome description of the adjustments to recognize a
Warrant Liability and Phantom Liability. Your revised disclosures should explain how these amounts were calculated and how they are directly related to the offering. As a related matter, please tell us how you determined that no liability was needed
for phantom awards and the warrant agreement for periods prior to the offering. Response to Comment 5:
 In response to the Staff’s comment, the Company has revised the footnotes to the capitalization table to explain the Warrant Liability and the Phantom
Liability and, in the case of the Phantom Liability, how it is directly related to the offering. The Warrant Liability is now addressed in the “pro forma” column related to the Reorganization. The Phantom Liability is triggered by the
occurrence of the offering, following which the vesting of the related phantom awards becomes probable to occur; as such, the Phantom Liability is not reflected in periods prior to the offering.
 The Company notes that the Warrant Liability has increased in Amendment No. 2 when compared to Amendment No. 1 because the Company has updated its valuation
methodology for the warrant in conjunction with preparation of the pro forma financial statements included in Amendment No. 2. Such methodology is described within the footnotes to the capitalization table.
 Supplemental Unaudited Pro Forma Combined Financial Information, page 102

 6.
 Regarding the Reorganization, we note on page 213 that prior to the completion of this offering your
authorized share capital will be $15,000 and €25,000, divided into 1,500,000,000 ordinary shares with a nominal value of $0.00001 per share, 150,000,000 Preferred Shares with a nominal value of $0.00001 per share and 25,000 Euro deferred shares
with a nominal value of €1.00 per share. Since it appears this reorganization will materially impact stockholders’ equity and EPS related disclosures, please provide pro forma financial statements prepared in accordance with Article 11 of
Regulation S-X, pursuant to Rule 11-01(a)(8) of Regulation S-X. Also, clearly disclose within the pro forma information, and
elsewhere where you disclose the reorganization, the share split ratio the will be effected as part of the Reorganization. Response
to Comment 6: In response to the Staff’s comment, the Company has included pro forma financial statements reflecting the Reorganization in accordance
with Article 11 of Regulation S-X and Rule 11-01(a)(8). The Company
advises the Staff that, prior to the Reorganization, NIQ Global Intelligence plc had 100 ordinary shares outstanding. Following the Reorganization (and prior to this offering), NIQ Global Intelligence plc will have 245,000,000 ordinary shares
outstanding, resulting in an effective share split of 1:2,450,000. The pro forma financial information has been revised to reflect the Reorganization in accordance with Article 11 of Regulation S-X, pursuant
to Rule 11-01(a)(8). The effective share split has been applied retrospectively to all periods presented in the pro forma financial information, including in the calculation of pro forma earnings per share
(EPS). Additionally, the share split ratio and its impact on stockholders’ equity and EPS-related disclosures have been clearly disclosed within the pro forma information and, as appropriate, under the
heading “The Reorganization.” Management’s Discussion and Analysis
 Liquidity and Capital Resources, page 128

 7.
 We note the adjustment in your capitalization table on page 75 for warrant and phantom liabilities totaling
nearly $114 million. Please revise your MD&A here or elsewhere as applicable to address how the warrant agreement and phantom awards are reasonably expected to impact your cash obligations and results of operations in future periods.

 3

 Division of Corporation Finance
 Securities and Exchange Commission July 22, 2025
 Page
 4

 Response to Comment 7:
 In response to the Staff’s comment, the Company has included a discussion of the warrant agreement and the phantom awards and their expected impact in the
Company’s cash obligations and results of operations under the heading “Liquidity and Capital Resources.” The Company notes that the warrant is exercisable for shares and may not be settled in cash.
 Consolidated Financial Statements, page F-1

 8.
 We note the registrant has been incorporated since June 6, 2017 and it has had “no business
transactions or activities to date.” Since NIQ Global Intelligence plc will succeed to a business for which financial statements are required to be included in this filing, please include the financial statements of the registrant.
 Response to Comment 8: The Company
advises the Staff that NIQ Global Intelligence plc is a business combination related shell company, as contemplated by Section 1160.3 of the Financial Reporting Manual, and therefore, in accordance with Section 1160.1 of the Financial
Reporting Manual, its financial statements may be omitted. As disclosed under the heading “The Reorganization,” prior to the Reorganization,
NIQ Global Intelligence plc had nominal assets and conducted no operations (other than nominal activities incidental to its formation, the Reorganization and this offering). And as contemplated by Rule 165(f) and Rule 145 under the Securities Act,
the Reorganization is being effected through the consent and agreement of each equityholder of AI Pave Dutchco I B.V. to contribute its equity in such entity for equity in NIQ Global Intelligence plc in connection with the Reorganization (and
related redomiciliation) (i.e., in a business combination). Moreover, the Company respectfully submits that, because it has only nominal assets and has
conducted only nominal operations, inclusion of financial statements of NIQ Global Intelligence plc would not provide meaningful additional information to investors.
 In light of the foregoing, the Company has not included the financial statements of NIQ Global Intelligence plc in the Registration Statement. Following this
offering, the Company intends to include the financial statements of NIQ Global Intelligence plc in its periodic reports and other filings as required by applicable law and the rules and regulations of the SEC.

 9.
 Please explain to us why, prior to the reorganization, you report in the Intermediate Dutch Holdings B.V.
Consolidated Statements of Operations “Net loss attributable to NIQ” and in the Intermediate Dutch Holdings B.V. Consolidated Balance Sheets you report “Total NIQ stockholders’ equity.”
 Response to Comment 9: The Company acknowledges the
Staff’s comment and respectfully advises that, under the heading “Basis of Presentation,” the Company discloses the following: “the “Company,” “NielsenIQ,” “NIQ,” the “NIQ group,”
“we,” “us” and “our” means, prior to the Reorganization, Intermediate Dutch Holdings B.V. and its consolidated subsidiaries and, after the Reorganization, NIQ Global Intelligence plc and its consolidated
subsidiaries.” This disclosure is repeated in the introductory paragraphs to the Prospectus Summary. In addition, Note 1 to the Consolidated Financial Statements of Intermediate Dutch Holdings
 4

 Division of Corporation Finance
 Securities and Exchange Commission July 22, 2025
 Page
 5

B.V. states that Intermediate Dutch Holdings B.V. is referred to, together with the “NIQ subsidiaries” (as therein defined), as “NIQ” or “the Company.”
“NIQ” is also the principal trade name for the Company’s operating business. On that basis, the Company has included references such as “Net Loss attributable to NIQ” and “Total NIQ stockholders’ equity” in
its disclosure, and the Company respectfully submits that the meaning of such disclosure has been made clear to investors. Note 16. Share-Based
Compensation, page F-46

 10.
 Please provide a summary of share-based awards granted since January 1, 2024. Provide the date and
amount of each share-based award granted along with estimated fair value of the underlying shares of common stock. Reconcile and explain the differences between the fair values determined on each grant date including the difference between the most
recent grant date fair value and the midpoint of your offering range. This reconciliation should describe significant intervening events within the company and changes in assumptions with the valuation methodologies employed that explain the changes
in fair value of your common stock up to the filing of the registration statement. Response to Comment 10:
 In response to the Staff’s comment, the Company has provided the requested summary and reconciliation below. The Company respectfully advises the Staff
that the Company believes that the fair values used as the basis for determining share-based compensation in connection with its profit interest and restricted share unit grants have been reasonable and appropriate for the reasons set forth
below.
 5

 Division of Corporation Finance
 Securities and Exchange Commission July 22, 2025
 Page
 6

 Equity Awards From January 1, 2024 to July 22, 2025
 Since January 1, 2024, the Board of Directors, with input from management, determined the estimated fair value of the Company’s share-based awards
after considering contemporaneously obtained valuation reports from an independent third-party valuation specialist as well as the other objective and subjective factors described in the Registration Statement under the heading Management’s
Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Estimates—Equity Award Valuations.” Below is
a detailed summary of share-based awards granted since January 1, 2024, including grant dates, profit interest amounts and type, estimated grant date fair values and estimated total equity value (which was used to establish the value above
which such profits interests would participate in the Company’s distribution waterfall in effect prior to the Reorganization).

 Grant Date

 Award Type(2)

 Vesting Type(1)

 Granted

 Fair Value per Share

 Total
 Equity Value (in millions)

 2/21/2024

 Equity

 Time

 2,707

 $
 105.81

 $
 4,100

 2/21/2024

 Equity

 Performance

 3,607

 $
 131.73

 $
 4,100

 2/21/2024

 Phantom

 Time

 267

 $
 105.81

 $
 4,100

 2/21/2024

 Phantom

 Performance

 356

 $
 131.73

 $
 4,100

 5/29/2024

 Equity

 Time

 1,088

 $
 105.81

 $
 4,100

 5/29/2024

 Equity

 Performance

 1,447

 $
 131.73

 $
 4,100

 5/29/2024

 Phantom

 Time

 158

 $
 105.81

 $
 4,100

 5/29/2024

 Phantom

 Performance

 211

 $
 131.73

 $
 4,100

 6/17/2024

 Equity

 Time

 5,178

 $
 192.07

 $
 3,900

 6/17/2024

 Equity

 Performance

 6,903

 $
 226.62

 $
 3,900

 8/14/2024

 Equity

 Time

 1,568

 $
 105.81

 $
 3,900

 8/14/2024

 Equity

 Performance

 2,089

 $
 131.73

 $
 3,900

 8/14/2024

 Phantom

 Time

 201

 $
 105.81

 $
 3,900

 8/14/2024

 Phantom

 Performance

 269

 $
 131.73

 $
 3,900

 11/20/2024

 Equity

 Time

 5,070

 $
 105.81

 $
 3,900

 11/20/2024

 Equity

 Performance

 602

 $
 131.73

 $
 3,900

 11/20/2024

 Phantom

 Time

 7,178

 $
 105.81

 $
 3,900

 11/20/2024

 Phantom

 Performance

 9,571

 $
 131.73

 $
 3,900

 5/21/2025

 Equity

 Time

 3,919

 $
 576.79

 $
 5,200

 5/21/2025

 Equity

 Performance

 5,226

 $
 601.84

 $
 5,200

 6

 Division of Corporation Finance
 Securities and Exchange Commission July 22, 2025
 Page

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 J.P. Morgan Securities LLC
 383 Madison Avenue New York, New
York 10179 BofA Securities, Inc.
 One Bryant Park New York, New York
10036 UBS Securities LLC
 1285 Avenue of the Americas New
York, New York 10019 July 22, 2025 VIA EDGAR
 Securities and Exchange Commission Division of
Corporation Finance 100 F Street, N.E. Washington, D.C.
20549

 Attention:
 Marion Graham

  
 Matthew Derby

 Re:
 NIQ Global Intelligence plc

  
 Registration Statement on Form S-1 (File
 No. 333-288376)

  
 Request for Acceleration
 Ladies and Gentlemen: Pursuant to Rule 461
under the Securities Act of 1933, as amended (the “ Act ”), we, as representatives of the several underwriters, hereby join in the request of NIQ Global Intelligence plc, an Irish public limited company (the
“ Company ”) for the acceleration of the effective date of the above-referenced Registration Statement so that it will be declared effective at 4:00 p.m., Eastern Time, on July 22, 2025, or as soon as possible thereafter, or at
such other time as the Company or its outside counsel, Ropes & Gray LLP, may orally request by telephone that such Registration Statement be declared effective.
 Pursuant to Rule 460 under the Act, we, as representatives of the several underwriters, wish to advise you that approximately 866 copies
of the Preliminary Prospectus included in the above-named Registration Statement, as amended, were distributed during the period from July 14, 2025 through the date hereof, to prospective underwriters, institutions, dealers and others.
 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, as amended.
 Thank you for your assistance in this matter.
 [ Signature pages follow ]

 Very truly yours,
 Acting severally on behalf of themselves and the several underwriters
 J.P. Morgan Securities LLC BofA Securities,
Inc. UBS Securities LLC
 J.P. MORGAN SECURITIES LLC

 By:

 /s/ Alice Takhtajan

 Name:

 Alice Takhtajan

 Title:

 Managing Director

 BOFA SECURITIES, INC.

 By:

 /s/ Edward FitzGerald

 Name:

 Edward FitzGerald

 Title:

 Vice Chairman

 UBS SECURITIES LLC

 By:

 /s/ Austin Gobbo

 Name:

 Austin Gobbo

 Title:

 Director

CORRESP
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 CORRESP

 NIQ Global Intelligence plc
 200 West Jackson Boulevard
 Chicago, IL 60606 July 22, 2025
 VIA EDGAR Securities and Exchange Commission
 Division of Corporation Finance 100 F Street, N.E.
 Washington, D.C. 20549

 Attention:

 Marion Graham

 Matthew Derby

 Re:

 NIQ Global Intelligence plc

 Registration Statement on Form S-1 (File No. 333-288376)

 Request for Acceleration
 Ladies and Gentlemen:
 Pursuant to Rule 461 under the Securities Act of 1933, as amended, NIQ Global Intelligence plc, an Irish public limited company (the
“ Company ”), hereby requests that the effective date for the registration statement referred to above be accelerated so that it will be declared effective at 4:00 p.m. Eastern Time on July 22, 2025, or as soon as possible
thereafter. The Company hereby authorizes Thomas Fraser and Dayna Atkins of Ropes & Gray LLP, counsel to the Company, to orally modify or withdraw this request for acceleration.
 Please call Thomas Fraser or Dayna Atkins of Ropes & Gray LLP, counsel to the Company, at (617)
 951-7063 or (617) 235-4137 as soon as the registration statement has been declared effective.
 [ Signature page follows ]

 Very truly yours,

 NIQ GLOBAL INTELLIGENCE PLC

 By:

 /s/ John Blenke

 Name:

 John Blenke

 Title:

 Chief Legal Officer and Company Secretary

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 July 21, 2025

James Peck
Chief Executive Officer
NIQ Global Intelligence Limited
200 West Jackson Boulevard
Chicago, IL 60606

 Re: NIQ Global Intelligence Limited
 Amendment No. 1 to Registration Statement on Form S-1
 Filed July 14, 2025
 File No. 333-288376
Dear James Peck:

 We have reviewed your amended registration statement and have the
following
comments.

 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.

Amendment No. 1 to Registration Statement on Form S-1
Summary Historical Consolidated Financial Data
Recent Developments, page 30

1. Please revise your bullet pointed list on page 31 to include your
preliminary estimate
 of net loss attributable to NIQ for the three months ended June 30,
2025. This bullet
 point should appear before your Adjusted EBITDA estimate for the same
period.
 Refer to Item 10(e)(1)(i)(A) of Regulation S-K.
2. Please revise your discussion of footnote 5 on page 32 to explain the
specific
 reason(s) for $57 million in estimated foreign currency exchange gains
for the three
 months ended June 30, 2025. We note that this adjustment was minimal
during the
 three months ended June 30, 2024.
 July 21, 2025
Page 2
Capitalization, page 75

3. Please revise to include a pro forma column that gives effect to the
Reorganization,
 separate from the offering. The pro forma financial information provided
should be
 presented in a manner consistent with Article 11 of Regulation S-X.
4. In footnote 2 on page 76, you indicate that the capitalization table
does not reflect any
 repayment of borrowings with proceeds from the offering. However, we
note that the
 revolver line item reflects a zero balance in the "as adjusted" column
as of March 31,
 2025. Please refer to Rule 11-02(b)(8) and advise or revise accordingly.
5. Please revise footnotes 3 and 4 to provide a more fulsome description of
the
 adjustments to recognize a Warrant Liability and Phantom Liability. Your
revised
 disclosures should explain how these amounts were calculated and how
they are
 directly related to the offering. As a related matter, please tell us
how you determined
 that no liability was needed for phantom awards and the warrant
agreement for
 periods prior to the offering.
Supplemental Unaudited Pro Forma Combined Financial Information, page 102

6. Regarding the Reorganization, we note on page 213 that prior to the
completion of
 this offering your authorized share capital will be $15,000 and
25,000, divided into
 1,500,000,000 ordinary shares with a nominal value of $0.00001 per
share,
 150,000,000 Preferred Shares with a nominal value of $0.00001 per share
and 25,000
 Euro deferred shares with a nominal value of 1.00 per share. Since it
appears this
 reorganization will materially impact stockholders' equity and EPS
related disclosures,
 please provide pro forma financial statements prepared in accordance
with Article 11
 of Regulation S-X, pursuant to Rule 11-01(a)(8) of Regulation S-X. Also,
clearly
 disclose within the pro forma information, and elsewhere where you
disclose the
 reorganization, the share split ratio the will be effected as part of
the Reorganization.
Management's Discussion and Analysis
Liquidity and Capital Resources, page 128

7. We note the adjustment in your capitalization table on page 75 for
warrant and
 phantom liabilities totaling nearly $114 million. Please revise your
MD&A here or
 elsewhere as applicable to address how the warrant agreement and phantom
awards
 are reasonably expected to impact your cash obligations and results of
operations in
 future periods.
Consolidated Financial Statements, page F-1

8. We note the registrant has been incorporated since June 6, 2017 and it
has had "no
 business transactions or activities to date." Since NIQ Global
Intelligence
 plc will succeed to a business for which financial statements are
required to be
 included in this filing, please include the financial statements of the
registrant.
9. Please explain to us why, prior to the reorganization, you report in the
Intermediate
 Dutch Holdings B.V. Consolidated Statements of Operations "Net loss
attributable to
 NIQ" and in the Intermediate Dutch Holdings B.V. Consolidated Balance
Sheets you
 report "Total NIQ stockholders equity."
 July 21, 2025
Page 3

Note 16. Share-Based Compensation, page F-46

10. Please provide a summary of share-based awards granted since January 1,
2024.
 Provide the date and amount of each share-based award granted along with
estimated
 fair value of the underlying shares of common stock. Reconcile and
explain the
 differences between the fair values determined on each grant date
including the
 difference between the most recent grant date fair value and the
midpoint of your
 offering range. This reconciliation should describe significant
intervening events
 within the company and changes in assumptions with the valuation
methodologies
 employed that explain the changes in fair value of your common stock up
to the filing
 of the registration statement.
General

11. We note that the reorganization will not be completed until after
effectiveness. With a
 view to disclosure, please advise us of the timing of the steps of the
reorganization
 and confirm whether the reorganization is a condition to closing the
offering.
 Please contact Lisa Etheredge at 202-551-3424 or Robert Littlepage at
202-551-3361
if you have questions regarding comments on the financial statements and
related
matters. Please contact Marion Graham at 202-551-6521 or Jan Woo at
202-551-3453 with
any other questions.

 Sincerely,

 Division of
Corporation Finance
 Office of
Technology
cc: Thomas Fraser
</TEXT>
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 ROPES & GRAY LLP PRUDENTIAL TOWER
 800 BOYLSTON STREET BOSTON, MA 02199-3600
 WWW.ROPESGRAY.COM

 June 27, 2025 VIA
EDGAR AND ELECTRONIC MAIL U.S. Securities and Exchange Commission
 Division of Corporation Finance 100 F Street, N.E.
 Washington, D.C. 20549

 Attention:

 Marion Graham

 Matthew Derby

 Lisa Etheredge

 Robert Littlepage

 Re:
 NIQ Global Intelligence plc
 Amendment No. 2 to Draft Registration Statement on Form S-1
 Submitted May 30, 2025
 CIK No. 0002054696 Ladies and
Gentlemen: On behalf of our client, NIQ Global Intelligence plc (the “Company”), we hereby submit to the Securities and Exchange Commission (the
“Commission”), via EDGAR, a registration statement on Form S-1 (the “Registration Statement”). The Registration Statement reflects revisions to Amendment No. 2 to Draft Registration
Statement previously submitted by the Company to the Commission on May 30, 2025, made in response to the comment letter addressed to the Company dated June 18, 2025 from the staff of the Commission (the “Staff”), as well as
certain other updated information. For reference purposes, the comments contained in the Staff’s letter dated June 18, 2025 are reproduced
below in bold and the corresponding responses are shown below the comments. Unless otherwise defined below, terms defined in the Registration Statement and used below shall have the meanings given to them in the Registration Statement.
 Amendment No. 2 to Draft Registration Statement on Form S-1
 Risk Factors, page 27

 1.
 We note that affiliates of J.P Morgan Securities LLC are also lenders under your Revolving Credit Facility.
Please revise to add appropriate risk factor disclosure regarding the risk to investors from the existence of a “conflict of interest” within the meaning of Rule 5121 of FINRA because affiliates of certain of the underwriters are lenders
under your Revolving Credit Facility and will each receive at least 5% of the net proceeds from the offering in connection with the repayment of amounts outstanding under your Revolving Credit Facility. In addition, revise to the summary as
appropriate to include cross reference(s) to the appropriate risk factors.

 Division of Corporation Finance
 Securities and Exchange Commission June 27, 2025
 Page 2
 Response to Comment 1:
 In response to the Staff’s comment, the Company has added risk factor disclosure on page 65 of the Registration Statement. In addition, the Company has
revised the summary to include a cross reference to the added risk factor disclosure on page 18 of the Registration Statement. Principal and
Selling Shareholders, page 191

 2.
 We note your response to prior comment 8. We further note that Advent International, L.P. have voting
control of the company. Please revise to provide a materially complete discussion regarding how voting and investment decisions are made for the Advent Shareholder and NIM. In addition, include disclosure regarding the qualitative impact on the
governance of the company. Response to Comment 2:
 In response to the Staff’s comment, the Company has added disclosure regarding how voting and investment decisions are made for the Advent Shareholder and
NIM on page 205 of the Registration Statement. In addition, the Company respectfully directs the Staff to pages 66 and 178 of the Registration Statement, which includes disclosure and related risks regarding the qualitative impact of the voting
control by investment funds affiliated with Advent International, L.P. on governance of the Company, including the fact that the Company will be a controlled company under the listing rules of the New York Stock Exchange.
 *  *   *  *  *
 We hope that the foregoing has been responsive to the Staff’s comments. If you should have any questions about this letter or require any further
information, please call the undersigned at (617) 951-7063 or my colleague, Craig Marcus, at (617) 951-7802. Thank you in advance for your assistance.

 Very truly yours,

 /s/ Thomas Fraser

 Thomas Fraser
 Enclosures

 cc:
 James Peck, NIQ Global Intelligence plc
 John Blenke, NIQ Global Intelligence plc
 Craig Marcus, Ropes & Gray LLP
 Richard Fenyes, Simpson Thacher & Bartlett LLP
 2

<DOCUMENT>
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<TEXT>
 June 18, 2025

James Peck
Chief Executive Officer
NIQ Global Intelligence Limited
200 West Jackson Boulevard
Chicago, IL 60606

 Re: NIQ Global Intelligence Limited
 Amendment No. 2 to Draft Registration Statement on Form S-1
 Submitted May 30, 2025
 CIK No. 0002054696
Dear James Peck:

 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. Unless we note otherwise, any references to prior comments are to
comments in
our May 2, 2025 letter.

Amendment No. 2 to Draft Registration Statement on Form S-1
Risk Factors, page 27

1. We note that affiliates of J.P Morgan Securities LLC are also lenders
under your
 Revolving Credit Facility. Please revise to add appropriate risk factor
disclosure
 regarding the risk to investors from the existence of a conflict of
interest within the
 meaning of Rule 5121 of FINRA because affiliates of certain of the
underwriters are
 lenders under your Revolving Credit Facility and will each receive at
least 5% of the
 net proceeds from the offering in connection with the repayment of
amounts
 outstanding under your Revolving Credit Facility. In addition, revise to
the summary
 as appropriate to include cross reference(s) to the appropriate risk
factors.
 June 18, 2025
Page 2

Principal and Selling Shareholders, page 191

2. We note your response to prior comment 8. We further note that Advent
International,
 L.P. have voting control of the company. Please revise to provide a
materially
 complete discussion regarding how voting and investment decisions are
made for the
 Advent Shareholder and NIM. In addition, include disclosure regarding
the
 qualitative impact on the governance of the company.
 Please contact Lisa Etheredge at 202-551-3424 or Robert Littlepage at
202-551-3361
if you have questions regarding comments on the financial statements and
related
matters. Please contact Marion Graham at 202-551-6521 or Matthew Derby at
202-551-3334
with any other questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Technology
cc: Thomas Fraser
</TEXT>
</DOCUMENT>

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

James Peck
Chief Executive Officer
NIQ Global Intelligence Limited
200 West Jackson Boulevard
Chicago, IL 60606

 Re: NIQ Global Intelligence Limited
 Amendment No. 1 to Draft Registration Statement on Form S-1
 Submitted April 10, 2025
 CIK No. 0002054696
Dear James Peck:

 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. Unless we note otherwise, any references to prior comments are to
comments in
our March 12, 2025 letter.

Amendment No. 1 to Draft Registration Statement on Form F-1
Prospectus Summary, page 2

1. We note your disclosure about the 18.9% increase in revenue from 2023 to
2024. To
 provide greater context for investors, please disclose the extent to
which this increase
 was attributable to the acquisition of GfK. Additionally, please revise
to clarify that
 the 6.2% increase in your Organic Constant Currency Revenue Growth Rate
is based
 upon 2023 pro forma revenues rather than the $3.3 billion in 2023 GAAP
revenues
 referenced. Please make similar revisions on page 74.
 May 2, 2025
Page 2
Management's Discussion and Analysis
Key Performance Metrics, page 75

2. We note your response to prior comment 7. Please address the following:
 Tell us if your GDR calculations for 2022 and 2023 also include
annualized
 revenue associated with the GfK Combination as if it occurred at the
beginning of
 the applicable period. If so, please tell us how the calculation of
your GDR metric
 for 2022 and 2023 would have been impacted if GfK annualized revenue
were
 excluded for that period.
 Show us how your calculation of the NDR metric for 2023 would have
been been
 impacted if GfK annualized revenue were excluded for that period.
 Consider revising your description of NDR and GDR to clarify how
 you differentiate between clients acquired in the ordinary course of
business from
 those acquired via acquisition for purposes of these calculations.
Note 2. Notes to Unaudited Pro Forma Statements of Operations, page 90

3. Please revise your footnotes to:
 Quantify the pension expense reclassifications discussed (adjustment
a).
 Describe the nature of the intangible assets acquired and the useful
lives
 associated with those assets (adjustment d).
 Disclose the assumptions used in calculating the adjustments for
incremental
 interest expense (adjustment h).
Comparison of the Unaudited Pro Forma Results of Operations for the Years Ended
December 31, 2023 and 2022, page 94

4. Please revise the column headings in your tables on pages 94 and 95 to
indicate (as
 you do on page 99) that the amounts for 2023 and 2022 are presented on a
pro forma
 basis.
Organic Constant Currency Revenue and Organic Constant Currency Revenue Growth,
page
98

5. Please rename the term "Organic Constant Currency Revenue" so that it
more
 accurately reflects the nature of the measure. One option may be Pro
Forma Constant
 Currency Revenue. Organic growth metrics typically exclude the impact of
 acquisitions but by using pro forma revenues in the calculations for
2023 and 2022,
 your metric includes the impact of a material acquisition.
Critical Accounting Estimates, page 116

6. We note your response to prior comment 13. For each period presented,
please tell us
 the amount of revenue recognized in connection with cooperation
agreements.
 May 2, 2025
Page 3
Legal Proceedings, page 149

7. We note your disclosure in the risk factors regarding legal proceedings
with Nielsen
 Media and Circana, LLC. Please tell us your consideration for including
this
 disclosure under legal proceedings in the Business section. Refer to
Item 103 of
 Regulation S-K.
Principal Shareholders, page 177

8. We note your response to prior comment 15 that the voting and investment
decisions
 with respect to securities held by the Advent Shareholder and NIM are
made by an
 investment committee and executive board, respectively. Please identify
the
 natural persons of each committee.
Audited Financial Statements
10. Debt, page F-30

9. You disclose on page F-32 that under the Revolver your maximum borrowing
 capacity as of December 31, 2024 was $638.3 million. Please revise to
also disclose
 your available borrowing capacity as of December 31, 2024 and the
factors that
 contribute to differences between your maximum and available capacity.

 Please contact Lisa Etheredge at 202-551-3424 or Robert Littlepage at
202-551-3361
if you have questions regarding comments on the financial statements and
related
matters. Please contact Marion Graham at 202-551-6521 or Jan Woo at
202-551-3453 with
any other questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Technology
cc: Thomas Fraser
</TEXT>
</DOCUMENT>

<DOCUMENT>
<TYPE>TEXT-EXTRACT
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<FILENAME>filename2.txt
<TEXT>
 March 12, 2025

James Peck
Chief Executive Officer
NIQ Global Intelligence Limited
200 West Jackson Boulevard
Chicago, IL 60606

 Re: NIQ Global Intelligence Limited
 Draft Registration Statement on Form S-1
 Submitted February 12, 2025
 CIK No. 0002054696
Dear James Peck:

 We have reviewed your 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.

Draft Registration Statement on Form S-1
Prospectus Summary, page 1

1. Please disclose the material terms of the Shareholders' Agreement that
you intend to
 enter into in connection with this offering. Identify the parties and
the rights of each of
 the parties under the agreement including but not limited to, the
consent rights in
 connection with certain corporate transactions and board representation.
Also include
 a risk factor regarding any uncertainties and the impact of the
Shareholders'
 Agreement on the company.
2. Please revise the ownership chart to indicate where the registrant is
represented in the
 organizational structure. Identify the entities that are included in
each group of
 "operating subsidiaries." We note references to Nielson Consumer LLC and
The
 Nielson Company (Europe) but it is unclear how they relate to the
companies in the
 March 12, 2025
Page 2

 chart. Finally, clarify the relationship between Grace Holdco GmbH and
Gfk GmbH
 and why it is represented by a jagged line.
3. Please disclose whether you intend to rely on the controlled company
 exemptions under the applicable listing rules.
Risk Factors
We face risks related to sales to government entities, page 30

4. So that we may better understand the potential significance of this
risk, please
 quantify for us the amount of revenue generated during the periods
presented from
 your contracts with the U.S. federal government. Please also tell us the
expected
 future revenues that you anticipate from any signed multi-year
arrangements with the
 U.S. federal government.
Use of Proceeds, page 62

5. To the extent known, please disclose the portion of the offering
proceeds that will be
 used to repay the amounts outstanding under the Term Loan Facilities
under the
 Credit Agreement.
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Company Overview, page 68

6. We note your use of the defined term "highly reoccurring revenue" to
describe
 revenue derived from the sale of Activation solutions. It is unclear
what threshold is
 being used to differentiate these revenues as "highly reoccurring"
compared to other
 reoccurring revenue streams. Please advise or revise accordingly.
Key Performance Metrics, page 73

7. You indicate on page 74 that your calculation of Net Dollar Retention
(NDR) does not
 include the impact of revenue increases from acquiring new clients
during the period.
 However, you seem to disclose on page 73 that Subscription Revenue and
Annualized
 Revenue (which appears to be used in the calculation of NDR) include
annualized
 revenue associated with the GfK Combination as if it occurred at the
beginning of the
 applicable reported period. Please tell us how the calculation of your
key performance
 metrics for 2022 would have been impacted if GfK annualized revenue was
excluded
 for that period.
Segment Results, page 80

8. Please revise references to Revenues, Adjusted EBITDA and Adjusted
EBITDA
 Margin throughout this section to include the word "Segment" or refer to
the specific
 segment name so that they are differentiated from GAAP revenues,
non-GAAP
 Adjusted EBITDA and non-GAAP Adjusted EBITDA Margin as described
beginning
 on page 87.
9. In your discussion of changes in Adjusted EBITDA and Adjusted EBITDA
margin for
 the Americas and EMEA segments, you indicate that the increases are
primarily
 attributable to the GfK Combination along with Pro Forma Organic
Constant
 Currency Revenue Growth. Based upon your description of this term on
page 85, it
 March 12, 2025
Page 3

 appears some aspects of Pro Forma Organic Constant Currency Revenue
Growth are
 already captured in the increase attributable to the GfK Combination.
Please revise to
 quantify the impact of each factor separately and in your response,
please tell us how
 you are able to determine the distinct impact of both factors.
Supplemental Unaudited Pro Forma Combined Financial Information, page 81

10. We note the disclosure of your pro forma results of operations in the
table on page 82.
 Please provide pro forma financial statements that fully comply with the
guidance
 in Article 11 of Regulation S-X, consistent with what your pro forma
disclosure
 obligation would have been had a registration statement been filed at
the time of the
 acquisition.
Non-GAAP Financial Measures
EBITDA, Adjusted EBITDA, and Adjusted EBITDA Margin, page 87

11. Please tell us how you considered if your adjustment for nonoperating
items, net
 should also include gains from remeasurement of previously held equity
interests for
 all periods presented. Refer to Question 100.03 of the Compliance and
Disclosure
 Interpretations on Non-GAAP Financial Measures.
Liquidity and Capital Resources, page 97

12. For each significant asset or liability that is currently priced based
on reference to
 Euro LIBOR, clarify whether you have evaluated whether the contractual
language
 will permit conversion to a new reference rate.
Critical Accounting Estimates, page 100

13. To provide greater context to investors, please revise to quantify the
amount of
 revenue recognized in connection with cooperation agreements during the
periods
 presented.
Business
Our NIQ Ecosystem, page 111

14. Please revise to clarify how revenues generated from clients using your
solutions
 (NIQ Intelligence, NIQ Your Way and NIQ The Full View) correlate to your
 Intelligence and Activation product groupings.
Principal Shareholders, page 159

15. For each entity listed in the beneficial ownership table, including
Advent Shareholder
 and NIM, identify the natural person(s) with voting and/or dispositive
control over the
 shares held by it.
Consolidated Financial Statements
1. Organization and Description of Business, page F-10

16. Please revise to identify and define the "Parent" as used in these
financial statements.
 March 12, 2025
Page 4
3. Acquisitions, page F-17

17. We note your disclosure on page F-20 regarding the nature of the
adjustments
 reflected in your unaudited pro forma financial information. Please
revise to also
 disclose the amount of any material, nonrecurring pro forma adjustments
directly
 attributable to the business combination. Refer to ASC
805-10-50-2(h)(4).
18. We note you acquired GfK on July 10, 2023. Please provide audited
financial
 statements of GfK pursuant to Rule 3-05 of Regulation S-X and provide us
your
 analysis, including your tests of significance. In this regard, note the
periods presented
 may be adjusted for the post-acquisition periods covered in your audited
financial
 statements.
6. Goodwill and Intangible Assets, page F-23

19. On pages F-44 and F-47, you indicate that changes to your reporting
structure during
 2024 resulted in the identification of new reporting units, operating
segments and
 reportable segments. Please revise so that your disclosures reflect how
goodwill has
 been reallocated to your new reportable segments for all periods
presented. Refer to
 ASC 280-10-50-34.
16. Share-Based Compensation, page F-43

20. You disclose that under your share-based compensation plan, units or
shares "may be
 issued in the form of incentive condition Class B, Class C, Class D or
Class E shares
 of an indirect Parent of the Company." Please revise to clarify what is
meant
 by "incentive conditioned" shares. Please also revise to identify the
indirect Parent of
 the Company.
18. Nonoperating (Expense) Income, Net, page F-46

21. Please tell us how you determined that factoring fees should be included
within non-
 operating expenses. We note in your disclosure on page F-12 that you
record proceeds
 from the sales of accounts receivables as operating activities in your
Consolidated
 Statements of Cash Flows.
Signatures, page II-6

22. Please confirm that the registration statement will be signed by an
authorized
 representative in the United States given that the registrant is
incorporated in Ireland.
General

23. 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.
 March 12, 2025
Page 5

 Please contact Lisa Etheredge at 202-551-3424 or Robert Littlepage at
202-551-3361
if you have questions regarding comments on the financial statements and
related
matters. Please contact Marion Graham at 202-551-6521 or Jan Woo at
202-551-3453 with
any other questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Technology
cc: Thomas Fraser
</TEXT>
</DOCUMENT>