SecProbe.io

CORRESP
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 CORRESP

 July 8, 2025 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549

 Re:
 Shimmick Corporation

 Acceleration Request for Shimmick Corporation Registration Statement on Form S-3 File No. 333-288513 Ladies and Gentlemen: Pursuant to Rule 461 of Regulation C of the General Rules and Regulations under the Securities Act of 1933, as amended (the “ Securities Ac t”), Shimmick Corporation (the “ Company ”) hereby requests that the effective date of the above-referenced Registration Statement be accelerated so that it may become effective at 4:30 p.m., Eastern Time, on July 10, 2025, or as soon as possible thereafter, or at such later time as the Company or its counsel may request via telephone call to the staff. In this regard, the Company is aware of its obligations under the Securities Act. If you require any additional information with respect to this letter, please contact Zachary J. Davis at (404) 572-2770 of King & Spalding LLP or the undersigned. [Signature Page Follows]

 Very truly yours,

 SHIMMICK CORPORATION

 By:

 /s/ John Carpenter

 Name:

 John Carpenter

 Title:

 Executive Vice President & General Counsel

 cc:
 Mitchell B. Goldsteen, Shimmick Corporation

 Ural Yal, Shimmick Corporation Zachary Davis, King & Spalding LLP [ Signature Page to Shimmick Corporation Acceleration Request ]

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 July 8, 2025

Ural Yal
Chief Executive Officer
Shimmick Corporation
530 Technology Drive
Suite 300
Irvine, CA 92618

 Re: Shimmick Corporation
 Registration Statement on Form S-3
 Filed July 3, 2025
 File No. 333-288513
Dear Ural Yal:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
We remind you
that the company and its management are responsible for the accuracy and
adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action
by the staff.

 Please contact Benjamin Holt at 202-551-6614 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Real
Estate & Construction
cc: Zachary J. Davis
</TEXT>
</DOCUMENT>

CORRESP
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CORRESP

 SHIMMICK CORPORATION

530 Technology Drive, Suite 300

Irvine, CA 92618

 (949) 333-1500

 November 9, 2023

VIA EDGAR

 Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, N.E.

Washington, D.C. 20549

Attn:
 Stacie Gorman

Jeffrey Gabor

Re:
 Shimmick Corporation (the “Company”)

Registration Statement on Form S-1 (the “Registration Statement”)

File No. 333-274870

Withdrawal of Acceleration Request

Ladies and Gentlemen:

 Reference is made to our
letter, filed as correspondence via EDGAR on November 7, 2023, in which we requested the acceleration of the effective date of the above-referenced Registration Statement for 4:00 p.m., Eastern Time, on November 8, 2023, or as soon as
possible thereafter, in accordance with Rule 461 under the Securities Act of 1933, as amended.

 We are no longer requesting that such
Registration Statement be declared effective at this time, and we hereby formally withdraw our request for acceleration of the effective date.

If you require any additional information with respect to this letter, please contact Zachary Davis at (404)
572-2770 or Alan Noskow at (202) 626-5572 of King & Spalding LLP.

[Signature Page Follows]

Very truly yours,

SHIMMICK CORPORATION

By:

 /s/ Devin J. Nordhagen

Name:

Devin J. Nordhagen

Title:

Executive Vice President, Chief Financial Officer

cc:
 Mitchell B. Goldsteen, Shimmick Corporation

Steven E. Richards, Shimmick Corporation

Zachary Davis, King & Spalding LLP

Alan Noskow, King & Spalding LLP

[Signature Page to Shimmick Corporation Withdrawal of Acceleration Request]

CORRESP
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CORRESP

 November 9, 2023

VIA EDGAR

 Stacie Gorman

Jeffrey Gabor

 Securities and Exchange Commission

Division of Corporation Finance

 100 F Street, N.E.

Washington, D.C. 20549

Re:
 Shimmick Corporation

 Acceleration Request for Shimmick Corporation

 Registration Statement on Form S-1

 File No. 333-274870

Ladies and Gentlemen:

 Pursuant to
Rule 461 of Regulation C of the General Rules and Regulations under the Securities Act of 1933, as amended (the “Securities Act”), Roth Capital Partners, LLC, as representative of the several underwriters, hereby joins the
request of Shimmick Corporation (the “Company”) that the effective date of the above-referenced Registration Statement be accelerated so that it may become effective at 5:00 p.m., Eastern Time, on November 13, 2023, or as
soon as possible thereafter, or at such later time as the Company or its counsel may request via telephone call to the staff.

 Pursuant to
Rule 460 of the General Rules and Regulations under the Securities Act, we wish to advise you that, as of the date hereof, approximately 460 copies of the prospectus dated November 3, 2023 have been distributed to prospective
underwriters and dealers, institutional investors, retail investors and others. We have been informed by the participating underwriters that they have complied and will continue to comply with the requirements of
Rule 15c2-8 under the Securities Exchange Act of 1934.

 [Signature Page Follows]

Very truly yours,

ROTH CAPITAL PARTNERS, LLC

By:

 /s/ Aaron Gurewitz

Name:

Aaron Gurewitz

Title:

President & Head of Investment Banking

 [Signature Page to Underwriters Acceleration Request]

CORRESP
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CORRESP

 November 9, 2023

VIA EDGAR

 Stacie Gorman

Jeffrey Gabor

 Securities and Exchange Commission

Division of Corporation Finance

 100 F Street, N.E.

Washington, D.C. 20549

Re:
 Shimmick Corporation

Acceleration Request for Shimmick Corporation

Registration Statement on Form S-1

File No. 333-274870

Ladies and Gentlemen:

 Pursuant to Rule 461 of
Regulation C of the General Rules and Regulations under the Securities Act of 1933, as amended (the “Securities Act”), Shimmick Corporation (the “Company”) hereby requests that the effective date of the
above-referenced Registration Statement be accelerated so that it may become effective at 5:00 p.m., Eastern Time, on November 13, 2023, or as soon as possible thereafter, or at such later time as the Company or its counsel may request via
telephone call to the staff. In this regard, the Company is aware of its obligations under the Securities Act.

 If you require any
additional information with respect to this letter, please contact Zachary Davis at (404) 572-2770 or Alan Noskow at (202) 626-5572 of King & Spalding
LLP.

 [Signature Page Follows]

Very truly yours,

SHIMMICK CORPORATION

By:

/s/ Devin J. Nordhagen

Name:

Devin J. Nordhagen

Title:

Executive Vice President, Chief Financial Officer

cc:
 Mitchell B. Goldsteen, Shimmick Corporation

Steven E. Richards, Shimmick Corporation

Zachary Davis, King & Spalding LLP

Alan Noskow, King & Spalding LLP

[Signature Page to Shimmick Corporation Acceleration Request]

CORRESP
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CORRESP

 November 9, 2023

VIA EDGAR

 Securities and Exchange Commission

Division of Corporation Finance

 100 F Street, N.E.

Washington, D.C. 20549

Attn:
 Stacie Gorman

Jeffrey Gabor

Re:
 Shimmick Corporation (the “Company”)

Registration Statement on Form S-1 (the “Registration Statement”)

File No. 333-274870

Withdrawal of Acceleration Request

Ladies and Gentlemen:

 Reference is made to our
letter, filed as correspondence via EDGAR on November 7, 2023, in which we requested the acceleration of the effective date of the above-referenced Registration Statement for 4:00 p.m., Eastern Time, on November 8, 2023, or as soon as
possible thereafter, in accordance with Rule 461 under the Securities Act of 1933, as amended.

 We are no longer requesting that such
Registration Statement be declared effective at this time, and we hereby formally withdraw our request for acceleration of the effective date.

[Signature Page Follows]

Very truly yours,

ROTH CAPITAL PARTNERS, LLC

By:

 /s/ Aaron Gurewitz

Name:

Aaron Gurewitz

Title:

President & Head of Investment Banking

 [Signature Page to Withdrawal of Underwriters’ Acceleration Request]

CORRESP
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CORRESP

 November 7, 2023

VIA EDGAR

 Stacie Gorman

Jeffrey Gabor

 Securities and Exchange Commission

Division of Corporation Finance

 100 F Street, N.E.

Washington, D.C. 20549

Re:
 Shimmick Corporation

 Acceleration Request for Shimmick Corporation

 Registration Statement on Form S-1

 File No. 333-274870

Ladies and Gentlemen:

 Pursuant to
Rule 461 of Regulation C of the General Rules and Regulations under the Securities Act of 1933, as amended (the “Securities Act”), Roth Capital Partners, LLC, as representative of the several underwriters, hereby joins the
request of Shimmick Corporation (the “Company”) that the effective date of the above-referenced Registration Statement be accelerated so that it may become effective at 4:00 p.m., Eastern Time, on November 8, 2023, or as
soon as possible thereafter, or at such later time as the Company or its counsel may request via telephone call to the staff.

 Pursuant to
Rule 460 of the General Rules and Regulations under the Securities Act, we wish to advise you that, as of the date hereof, approximately 460 copies of the prospectus dated November 3, 2023 have been distributed to prospective
underwriters and dealers, institutional investors, retail investors and others. We have been informed by the participating underwriters that they have complied and will continue to comply with the requirements of
Rule 15c2-8 under the Securities Exchange Act of 1934.

 [Signature Page Follows]

Very truly yours,

ROTH CAPITAL PARTNERS, LLC

By:

 /s/ Aaron Gurewitz

Name:

Aaron Gurewitz

Title:

President & Head of Investment Banking

 [Signature Page to Underwriters Acceleration Request]

CORRESP
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CORRESP

 November 7, 2023

VIA EDGAR

 Stacie Gorman

Jeffrey Gabor

 Securities and Exchange Commission

Division of Corporation Finance

 100 F Street, N.E.

Washington, D.C. 20549

Re:
 Shimmick Corporation

Acceleration Request for Shimmick Corporation

Registration Statement on Form S-1

File No. 333-274870

Ladies and Gentlemen:

 Pursuant to Rule 461 of
Regulation C of the General Rules and Regulations under the Securities Act of 1933, as amended (the “Securities Act”), Shimmick Corporation (the “Company”) hereby requests that the effective date of the
above-referenced Registration Statement be accelerated so that it may become effective at 4:00 p.m., Eastern Time, on November 8, 2023, or as soon as possible thereafter, or at such later time as the Company or its counsel may request via
telephone call to the staff. In this regard, the Company is aware of its obligations under the Securities Act.

 If you require any
additional information with respect to this letter, please contact Zachary Davis at (404) 572-2770 or Alan Noskow at (202) 626-5572 of King & Spalding
LLP.

 [Signature Page Follows]

Very truly yours,

SHIMMICK CORPORATION

By:

/s/ Devin J. Nordhagen

Name:

Devin J. Nordhagen

Title:

Executive Vice President, Chief Financial Officer

cc:
 Mitchell B. Goldsteen, Shimmick Corporation

Steven E. Richards, Shimmick Corporation

Zachary Davis, King & Spalding LLP

Alan Noskow, King & Spalding LLP

[Signature Page to Shimmick Corporation Acceleration Request]

CORRESP
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CORRESP

 SHIMMICK CORPORATION

530 Technology Drive, Suite 300

Irvine, CA 92618

 (949) 333-1500

 November 2, 2023

VIA EDGAR

 Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, N.E.

Washington, D.C. 20549

Attn:
 Stacie Gorman

Jeffrey Gabor

Re:
 Shimmick Corporation (the “Company”)

Registration Statement on Form S-1 (the “Registration Statement”)

File No. 333-274870

Withdrawal of Acceleration Request

Ladies and Gentlemen:

 Reference is made to our
letter, filed as correspondence via EDGAR on October 30, 2023, in which we requested the acceleration of the effective date of the above-referenced Registration Statement for 5:00 p.m., Eastern Time, on November 1, 2023, or as soon as
possible thereafter, in accordance with Rule 461 under the Securities Act of 1933, as amended.

 We are no longer requesting that such
Registration Statement be declared effective at this time, and we hereby formally withdraw our request for acceleration of the effective date.

If you require any additional information with respect to this letter, please contact Zachary Davis at (404)
572-2770 or Alan Noskow at (202) 626-5572 of King & Spalding LLP.

[Signature Page Follows]

Very truly yours,

SHIMMICK CORPORATION

By:

 /s/ Devin J. Nordhagen

Name:

Devin J. Nordhagen

Title:

Executive Vice President, Chief Financial Officer

cc:
 Mitchell B. Goldsteen, Shimmick Corporation

Steven E. Richards, Shimmick Corporation

Zachary Davis, King & Spalding LLP

Alan Noskow, King & Spalding LLP

[Signature Page to Shimmick Corporation Withdrawal of Acceleration Request]

CORRESP
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CORRESP

 November 2, 2023

VIA EDGAR

 Securities and Exchange Commission

Division of Corporation Finance

 100 F Street, N.E.

Washington, D.C. 20549

Attn:
 Stacie Gorman

Jeffrey Gabor

Re:
 Shimmick Corporation (the “Company”)

Registration Statement on Form S-1 (the “Registration Statement”)

File No. 333-274870

Withdrawal of Acceleration Request

Ladies and Gentlemen:

 Reference is made to our
letter, filed as correspondence via EDGAR on October 30, 2023, in which we requested the acceleration of the effective date of the above-referenced Registration Statement for 5:00 p.m., Eastern Time, on November 1, 2023, or as soon as
possible thereafter, in accordance with Rule 461 under the Securities Act of 1933, as amended.

 We are no longer requesting that such
Registration Statement be declared effective at this time, and we hereby formally withdraw our request for acceleration of the effective date.

[Signature Page Follows]

Very truly yours,

ROTH CAPITAL PARTNERS, LLC

By:

 /s/ Aaron Gurewitz

Name:

Aaron Gurewitz

Title:

President & Head of Investment Banking

 [Signature Page to Withdrawal of Underwriters’ Acceleration Request]

CORRESP
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CORRESP

 October 30, 2023

VIA EDGAR

 Stacie Gorman

Jeffrey Gabor

 Securities and Exchange Commission

Division of Corporation Finance

 100 F Street, N.E.

Washington, D.C. 20549

Re:
 Shimmick Corporation

Acceleration Request for Shimmick Corporation

Registration Statement on Form S-1

File No. 333-274870

Ladies and Gentlemen:

 Pursuant to Rule 461 of
Regulation C of the General Rules and Regulations under the Securities Act of 1933, as amended (the “Securities Act”), Shimmick Corporation (the “Company”) hereby requests that the effective date of the
above-referenced Registration Statement be accelerated so that it may become effective at 5:00 p.m., Eastern Time, on November 1, 2023, or as soon as possible thereafter, or at such later time as the Company or its counsel may request via
telephone call to the staff. In this regard, the Company is aware of its obligations under the Securities Act.

 If you require any
additional information with respect to this letter, please contact Zachary Davis at (404) 572-2770 or Alan Noskow at (202) 626-5572 of King & Spalding
LLP.

 [Signature Page Follows]

Very truly yours,

SHIMMICK CORPORATION

By:

/s/ Devin J. Nordhagen

Name:

Devin J. Nordhagen

Title:

Executive Vice President, Chief Financial Officer

cc:
 Mitchell B. Goldsteen, Shimmick Corporation

Steven E. Richards, Shimmick Corporation

Zachary Davis, King & Spalding LLP

Alan Noskow, King & Spalding LLP

[Signature Page to Shimmick Corporation Acceleration Request]

CORRESP
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CORRESP

 October 30, 2023

VIA EDGAR

 Stacie Gorman

Jeffrey Gabor

 Securities and Exchange Commission

Division of Corporation Finance

 100 F Street, N.E.

Washington, D.C. 20549

Re:
 Shimmick Corporation

 
 Acceleration Request for Shimmick Corporation

 
 Registration Statement on Form S-1

 
 File No. 333-274870

Ladies and Gentlemen:

 Pursuant to
Rule 461 of Regulation C of the General Rules and Regulations under the Securities Act of 1933, as amended (the “Securities Act”), Roth Capital Partners, LLC, as representative of the several underwriters, hereby joins the
request of Shimmick Corporation (the “Company”) that the effective date of the above-referenced Registration Statement be accelerated so that it may become effective at 5:00 p.m., Eastern Time, on November 1, 2023, or as
soon as possible thereafter, or at such later time as the Company or its counsel may request via telephone call to the staff.

 Pursuant to
Rule 460 of the General Rules and Regulations under the Securities Act, we wish to advise you that, as of the date hereof, approximately 460 copies of the prospectus dated October 27, 2023 have been distributed to prospective
underwriters and dealers, institutional investors, retail investors and others. We have been informed by the participating underwriters that they have complied and will continue to comply with the requirements of
Rule 15c2-8 under the Securities Exchange Act of 1934.

 [Signature Page Follows]

Very truly yours,

ROTH CAPITAL PARTNERS, LLC

By:

 /s/ Aaron Gurewitz

Name:

Aaron Gurewitz

Title:

President & Head of Investment Banking

 [Signature Page to Underwriters Acceleration Request]

CORRESP
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CORRESP

King & Spalding LLP

1180 Peachtree Street N.E.

 Atlanta, GA 30309-3521

www.kslaw.com

 Zachary Davis

zdavis@kslaw.com

T 404.572.2770

 Alan Noskow

anoskow@kslaw.com

T 202.626.5572

 October 27, 2023

Securities and Exchange Commission

 Division of Corporation
Finance

 Office of Real Estate & Construction

 100 F
Street, NE

 Washington, DC 20549

Attn:
 Stacie Gorman

Jeffrey Gabor

Re:
 Shimmick Corporation

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

Filed October 23, 2023

File No. 333-274870

Ladies and Gentlemen:

 On behalf of Shimmick
Corporation (the “Registrant”), we hereby transmit via EDGAR for filing with the Securities and Exchange Commission (the “Commission”) Amendment No. 2 (“Amendment No. 2”) to
the above-referenced Amendment No. 1 to the registration statement on Form S-1 filed on October 23, 2023 (the “Registration Statement”) relating to the offering of shares of the
Registrant’s common stock. The Registration Statement has been revised via Amendment No. 2 in response to the Staff’s comments and to reflect certain other changes.

In addition, we are providing the following responses to your comment letter, dated October 26, 2023, regarding the Registration
Statement. To assist your review, we have included the text of the Staff’s comments in bold below. Please note that all references to page numbers in our responses refer to the page numbers of Amendment No. 2. The responses and information
described below are based upon information provided to us by the Registrant.

 Amendment No. 2 to Registration Statement on Form S-1

 Prospectus Summary

Our Projects

1.
 We note your revised disclosure on page 8. Please clarify the basis for the forecast that $60 billion
will be invested for water infrastructure per year.

 In response to the Staff’s comment, the Registrant has
revised its disclosure on pages 1, 8, 77 and 85.

 October 27, 2023

Page Two

 Recent Developments

2.
 We note that you have attributed the expected net income for the three months ended September 29, 2023,
to be primarily driven by a significant gain on the sale of non-core business contracts. Given the potentially significant gain on sale included in your preliminary estimates, please explain to us how you
determined your disclosure provides investors sufficient information to understand your estimated results of operations. Specifically, please tell us how you considered the need to disclose the amount of the gain recognized from the sale of non-core business contracts and/or a range of estimated operating expenses.

 In
response to the Staff’s comment, the Registrant has revised its disclosure on pages 11 and 89. In particular, the Registrant has included its preliminary estimates for operating expenses for the three months ended September 29, 2023 and
has included additional disclosure to specifically note the amount of the gain ($30 million) recognized from the sale of non-core business contracts during the three months ended September 29,
2023. 

 *  *  *

The Registrant and its management acknowledge they are responsible for the accuracy and adequacy of their disclosures, notwithstanding any
review, comments, action or absence of action by the Staff.

 Please do not hesitate to contact Zachary Davis at (404) 572-2770 or Alan Noskow at (202) 626-5572 with any questions you may have regarding this confidential submission or if you wish to discuss any of the above responses.

Very truly yours,

/s/ Zachary Davis

Zachary Davis

/s/ Alan Noskow

Alan Noskow

cc:
 Mitchell B. Goldsteen, Shimmick Corporation

Steven E. Richards, Shimmick Corporation

Devin J. Nordhagen, Shimmick Corporation 

Jonathan H. Talcott, Esq., Nelson Mullins Riley & Scarborough LLP

E. Peter Strand, Esq., Nelson Mullins Riley & Scarborough LLP

Michael K. Bradshaw, Jr., Esq., Nelson Mullins Riley & Scarborough LLP

United States securities and exchange commission logo
October 26, 2023
Steven Richards
Chief Executive Officer
Shimmick Corporation
530 Technology Drive
Suite 300
Irvine, CA 92618
Re:Shimmick Corporation
Amendment No. 1 to Registration Statement on Form S-1
Filed October 23, 2023
File No. 333-274870
Dear Steven Richards:
            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
Prospectus Summary
Our Projects, page 6
1.We note your revised disclosure on page 8. Please clarify the basis for the forecast that
$60 billion will be invested for water infrastructure per year.
Recent Developments, page 11
2.We note that you have attributed the expected net income for the three months ended
September 29, 2023, to be primarily driven by a significant gain on the sale of non-core
business contracts. Given the potentially significant gain on sale included in your
preliminary estimates, please explain to us how you determined your disclosure provides
investors sufficient information to understand your estimated results of operations.

 FirstName LastNameSteven Richards
 Comapany NameShimmick Corporation
 October 26, 2023 Page 2
 FirstName LastName
Steven Richards
Shimmick Corporation
October 26, 2023
Page 2

Specifically, please tell us how you considered the need to disclose the amount of the gain
recognized from the sale of non-core business contracts and/or a range of estimated
operating expenses.
            Please contact Howard Efron at 202-551-3439 or Robert Telewicz at 202-551-3438 if
you have questions regarding comments on the financial statements and related matters. Please
contact Stacie Gorman at 202-551-3585 or Jeffrey Gabor at 202-551-2544 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:       Zachary Davis, Esq.

CORRESP
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CORRESP

King & Spalding LLP

1180 Peachtree Street N.E.

 Atlanta, GA 30309-3521

www.kslaw.com

 Zachary Davis

 zdavis@kslaw.com

T 404.572.2770

 Alan Noskow

 anoskow@kslaw.com

T 202.626.5572

 October 23, 2023

Securities and Exchange Commission

 Division of Corporation
Finance

 Office of Real Estate & Construction

 100 F
Street, NE

 Washington, DC 20549

Attn:
 Stacie Gorman

Jeffrey Gabor

Re:
 Shimmick Corporation

Registration Statement on Form S-1

Filed October 5, 2023

CIK No. 0001887944

 Ladies and
Gentlemen:

 On behalf of Shimmick Corporation (the “Registrant”), we hereby transmit via EDGAR for filing with the
Securities and Exchange Commission (the “Commission”) Amendment No. 1 (“Amendment No. 1”) to the above-referenced registration statement on Form S-1
(the “Registration Statement”) relating to the offering of shares of its common stock, which amends the Registration Statement filed on October 5, 2023. The Registration Statement has been revised in response to the
Staff’s comments and to reflect certain other changes. In addition, the Registrant has filed certain exhibits with the Registration Statement.

In addition, we are providing the following responses to your comment letter, dated October 19, 2023, regarding the Registration
Statement. To assist your review, we have included the text of the Staff’s comments in bold below. Please note that all references to page numbers in our responses refer to the page numbers of Amendment No. 1. The responses and information
described below are based upon information provided to us by the Registrant.

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

 Business

Our Projects

1.
 We note your response to comment 1 of our letter. We note that you have provided an example of the services
provided by one joint venture partner. Please expand your disclosure in this section to disclose all of the services currently being provided by joint venture partners.

In response to the Staff’s comment, the Registrant has revised its disclosure on pages 6 and 80.

 October 23, 2023

Page Two

 2023 Omnibus Incentive Plan

2.
 We note that you will enter into the 2023 Omnibus plan. Please file this pursuant to Item 601(b)(10) of
Regulation S-K.

 In response to the Staff’s comment, the 2023 Omnibus
Incentive Plan has been filed as Exhibit 10.3 to the Registration Statement.

 Item 16. Exhibits and Financial Statement Schedules

3.
 Please file your executed Articles of Incorporation. Please see Item 601(b)(3) of Regulation S-K.

 In response to the Staff’s comment, the executed Articles of
Incorporation and all amendments have been filed as Exhibits 3.1-3.4.

 *  *
  *

 The Registrant and its management acknowledge they are responsible for the accuracy and adequacy of their disclosures,
notwithstanding any review, comments, action or absence of action by the Staff.

 Please do not hesitate to contact Zachary Davis at (404) 572-2770 or Alan Noskow at (202) 626-5572 with any questions you may have regarding this confidential submission or if you wish to discuss any of the above responses.

Very truly yours,

/s/ Zachary Davis

Zachary Davis

/s/ Alan Noskow

Alan Noskow

cc:
 Mitchell B. Goldsteen, Shimmick Corporation

Steven E. Richards, Shimmick Corporation

Devin J. Nordhagen, Shimmick Corporation

Jonathan H. Talcott, Esq., Nelson Mullins Riley & Scarborough LLP

E. Peter Strand, Esq., Nelson Mullins Riley & Scarborough LLP

Michael K. Bradshaw, Jr., Esq., Nelson Mullins Riley & Scarborough LLP

United States securities and exchange commission logo
October 19, 2023
Steven Richards
Chief Executive Officer
Shimmick Corporation
530 Technology Drive
Suite 300
Irvine, CA 92618
Re:Shimmick Corporation
Registration Statement on Form S-1
Filed October 5, 2023
File No. 333-274870
Dear Steven Richards:
            We have reviewed your 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.
Registration Statement on Form S-1
Business
Our Projects, page 79
1.We note your response to comment 1 of our letter. We note that you have provided an
example of the services provided by one joint venture partner. Please expand your
disclosure in this section to disclose all of the services currently being provided by joint
venture partners.
2023 Omnibus Incentive Plan, page 105
2.We note that you will enter into the 2023 Omnibus plan.  Please file this pursuant to Item
601(b)(10) of Regulation S-K.

 FirstName LastNameSteven Richards
 Comapany NameShimmick Corporation
 October 19, 2023 Page 2
 FirstName LastName
Steven Richards
Shimmick Corporation
October 19, 2023
Page 2
Item 16. Exhibits and Financial Statement Schedules, page II-2
3.Please file your executed Articles of Incorporation.  Please see Item 601(b)(3) of
Regulation S-K.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            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 Howard Efron at 202-551-3439 or Robert Telewicz at 202-551-3438 if
you have questions regarding comments on the financial statements and related matters. Please
contact Stacie Gorman at 202-551-3585 or Jeffrey Gabor at 202-551-2544 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:       Zachary Davis, Esq.

CORRESP
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CORRESP

 King & Spalding LLP

1180 Peachtree Street N.E.

Atlanta, GA 30309-3521

www.kslaw.com

Zachary Davis

zdavis@kslaw.com

T 404.572.2770

Alan Noskow

anoskow@kslaw.com

T 202.626.5572

 October 4, 2023

 Securities and Exchange Commission

Division of Corporation Finance

 Office of Real Estate &
Construction

 100 F Street, NE

 Washington, DC 20549

Attn:
 Stacie Gorman

Jeffrey Gabor

Re:
 Shimmick Corporation

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

Submitted September 15, 2023

CIK No. 0001887944

 Ladies and
Gentlemen:

 On behalf of Shimmick Corporation (the “Registrant”), we hereby transmit via EDGAR for filing with the
Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1 (the “Registration Statement”) relating to the offering of shares of its common
stock, which amends Amendment No. 1 to the Draft Registration Statement confidentially submitted on September 15, 2023 (“Amendment No. 1”). The Registration Statement has been revised to reflect that it is filed rather than
confidentially submitted, to respond to the Staff’s comments and to reflect certain other changes. In addition, the Registrant has filed certain exhibits with the Registration Statement and advises the Staff that it will file any remaining
required exhibits in one or more future pre-effective amendments.

 In addition, we are providing
the following responses to your comment letter, dated September 29, 2023, regarding Amendment No. 1. To assist your review, we have included the text of the Staff’s comments in bold below. Please note that all references to page
numbers in our responses refer to the page numbers of the Registration Statement. The responses and information described below are based upon information provided to us by the Registrant.

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

Prospect Summary

 Our Projects

1.
 We note your response to comment 2. Please revise your disclosure here and in the business section to
clearly state what services are provided by you and what services you rely upon subcontractors and joint venture affiliates to perform.

In response to the Staff’s comment, the Registrant has revised its disclosure on pages 6 and 79.

 October 4, 2023

Page Two

 Our amended and restated charter documents will provide that the Court of Chancery of the State of
Delaware…,

2.
 Please revise your disclosure here to state whether the exclusive forum applies to any complaint asserting a
cause of action arising under the Securities Act. In this regard, we note your disclosure on page 115.

 In response
to the Staff’s comment, the Registrant has revised its disclosure on page 45 to specifically reference the Securities Act. Accordingly, consistent with page 115, the Registrant notes its amended and restated certificate of
incorporation will further provide that, unless the Registrant consents in writing to the selection of an alternative forum, to the fullest extent permitted by law, the federal district courts of the United States of America will be the exclusive
forum for the resolution of any complaint asserting a cause of action arising under the federal securities laws of the United States, including any claims under the Securities Act and the Exchange Act.

Management’s Discussion and Analysis…

Our Market Opportunity

3.
 We note your response comment 9 of our letter. We note that you included disclosure regarding your backlog
of contracts. Please also provide similar disclosure regarding your current contracts and contracts that you have bid on.

In response to the Staff’s comment, the Registrant has revised its disclosure on pages 33, 58 and 87 to enhance its definition of
backlog. Specifically, the Registrant defines its backlog as follows:

 “Our backlog consists of the remaining unearned revenue on
awarded contracts, including our pro-rata share of work to be performed by unconsolidated joint ventures, less the venture partners’ pro-rata share of work to be performed by consolidated joint ventures.
We include in backlog estimates of the amount of consideration to be received, including bonuses, awards, incentive fees, fixed-price awards, claims, unpriced change orders, penalties, minimum customer commitments on cost plus arrangements,
liquidated damages and certain time and material arrangements in which the estimated value is firm or can be estimated with a reasonable amount of certainty in both timing and amounts. As construction on our contracts progresses, we increase or
decrease backlog to take account of changes in estimated quantities under fixed-price contracts, as well as to reflect changed conditions, change orders and other variations from initially anticipated contract revenue and costs, including completion
penalties and bonuses. Substantially all of the contracts in our backlog may be canceled or modified at the election of the customer.”

As noted in the definition above, the Registrant only includes in its backlog amounts where the “estimated value is firm or can be
estimated with a reasonable amount of certainty in both timing and amounts.” Accordingly, backlog does not include amounts for awarded contracts where the Registrant believes there is major uncertainty remaining as to the size of the project or
whether or not the project will proceed (e.g., the Registrant does not believe the counter-party has secured adequate funding). The Registrant also does not include in its backlog contracts the Registrant has bid on but that have not yet been
awarded. Given the inherent uncertainties as to whether or not these contracts will ultimately materialize into executed contracts and whether or not such projects will ultimately proceed, the Registrant believes that including disclosure of these
contract (or bid) amounts similar to the existing disclosure regarding the Registrant’s backlog could be misleading. Specifically, such contracts and bids are not truly reflective of the Registrant’s current projects and such disclosure
could result in inflated values of expected future revenue.

 In addition, for clarity, the Registrant respectfully notes that all contracts
included in backlog are “current contracts”. However, as noted, only the unearned revenue associated with these contracts is included in the Registrant’s backlog. Accordingly, backlog does not include the completed portion of the
Registrant’s awarded (or “current”) contracts for which it has recognized revenue amount. Similar to the above, the Registrant believes that inclusion of these amounts in its backlog, or separate presentation of such amounts, could
also be misleading as this would present an inflated backlog by taking into account work that has been performed and for which the Registrant has already recognized as revenue.

 October 4, 2023

Page Three

 Business

Selective Bidding Process and Project Management

4.
 We note your response to comment 10. We note on page 82, you have a project in Illinois. Your disclosure
indicates that you have offices in California and Colorado. Please expand your disclosure to clarify where you can operate and whether you have sufficient equipment available at every facility, including in those locations where you are bidding or
whether you will be reliant on third parties.

 In response to the Staff’s comment, the Registrant has revised
its disclosure on page 94.

5.
 We note your response to comment 11. In your response, it appears that you are referring to a success rate
per contract rather than an overall success rate in reference to your total bids. Please advise or revise. Please elaborate on the multi-part process you use in determining whether to bid initially. Please clarify if you ever withdraw bids once
provided and the reasons for doing so.

 In response to the Staff’s comment, the Registrant has revised the risk
factor disclosure on pages 89 and 90.

 Consolidated financial statements as of and for the fiscal years ended December 30, 2022 and
December 31, 2021

 Note 13. Commitments and Contingencies

6.
 We note your disclosure on page 28 regarding your ongoing dispute with AECOM. Please tell us what
consideration you gave to including disclosure related to this apparent loss contingency in the footnotes to your financial statements. Reference is made to ASC Topic
450-20-50.

 The Registrant assesses
the materiality of pending litigation by reference to materiality thresholds and the accounting standards applicable to loss contingencies under ASC 450, as well as qualitative factors such as (a) the nature of the litigation, claim, or
assessment; (b) the progress of the matter; (c) the opinions, assessments or views of outside legal counsel and other advisors; (d) its experience in similar matters; (e) any decision by management as to how we intend to respond
to the lawsuit, claim, or assessment; and (f) with respect to its assessment of the degree of probability that a suit may be filed or a claim or assessment may be asserted and the possibility of a material loss.

ASC 450 -20-20 defines a loss contingency as an “existing
condition, situation, or set of circumstances involving uncertainty as to possible loss to an entity that will ultimately be resolved when one or more future events occur or fail to occur.” Under ASC 450-20-25, an estimated loss from a loss contingency shall be accrued by a charge to income if both of the following conditions are met:

(a)
 “Information available before the financial statements are issued ... indicates that it is probable that
an asset had been impaired or a liability had been incurred at the date of the financial statements....” It is implicit in this condition that it must be probable that one or more future events will occur confirming the fact of the loss; and

(b)
 The amount of loss can be reasonably estimated.

ASC 450-20-50-3 notes
that when no accrual is made, either because the loss is not “probable” or because the amount of loss cannot be “reasonably estimated,” the loss contingency must nevertheless be disclosed “if there is at least a reasonable
possibility that a loss . . . may have been incurred.” ASC 450-20-20 defines “reasonably possible” as the chance of occurrence being “more than
remote but less than likely.”

 October 4, 2023

Page Four

 With respect to the ongoing dispute with AECOM discussed on page 28 of the Registration
Statement, the Registrant assessed the need for an accrual and disclosure in its financial statements under ASC 450 as noted above. Based on the Registrant’s understanding of the allegations and its interpretation of the Purchase Agreement (as
defined in the Registration Statement), the Registrant concluded that as of the date of its financial statements that the likelihood of a material loss was remote. Accordingly, the Registrant concluded that disclosure relating to this matter in the
notes to its financial statements was not required. Consistent with prior quarters, the Registrant will continue to evaluate the case and the need for disclosure in future periods.

Notwithstanding the foregoing, in response to the Staff’s prior comment, the Registrant has disclosed the amount AECOM is seeking to
recover ($40 million) on page 28 in order to inform potential investors of what the Registrant believes is the current maximum amount that AECOM is seeking relating to the claim.

*  *  *

The Registrant and its management acknowledge they are responsible for the accuracy and adequacy of their disclosures, notwithstanding any
review, comments, action or absence of action by the Staff.

 Please do not hesitate to contact Zachary Davis at (404) 572-2770 or Alan Noskow at (202) 626-5572 with any questions you may have regarding this filing or if you wish to discuss any of the above responses.

Very truly yours,

/s/ Zachary Davis

Zachary Davis

/s/ Alan Noskow

Alan Noskow

cc:
 Mitchell B. Goldsteen, Shimmick Corporation

Steven E. Richards, Shimmick Corporation

Devin J. Nordhagen, Shimmick Corporation

United States securities and exchange commission logo
September 29, 2023
Steven Richards
Chief Executive Officer
Shimmick Corporation
530 Technology Drive
Suite 300
Irvine, CA 92618
Re:Shimmick Corporation
Amendment No. 1 to Draft Registration Statement on Form S-1
Submitted September 15, 2023
CIK No. 0001887944
Dear Steven Richards:
            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
Prospectus Summary
Our Projects, page 6
1.We note your response to comment 2.  Please revise your disclosure here and in the
business section to clearly state what services are provided by you and what services you
rely upon subcontractors and joint venture affiliates to perform.
Our amended and restated charter documents will provide that the Court of Chancery of the State
of Delaware..., page 45
2.Please revise your disclosure here to state whether the exclusive forum applies to any

 FirstName LastNameSteven Richards
 Comapany NameShimmick Corporation
 September 29, 2023 Page 2
 FirstName LastName
Steven Richards
Shimmick Corporation
September 29, 2023
Page 2
complaint asserting a cause of action arising under the Securites Act.  In this regard, we
note your disclosure on page 115.
Management's Discussion and Analysis...
Key Factors Affecting Our Performance and Results of Operations, page 57
3.We note your response comment 9 of our letter.  We note that you included disclosure
regarding your backlog of contracts.  Please also provide similar disclosure regarding your
current contracts and contracts that you have bid on.
Business
Selective Bidding Process and Project Management, page 89
4.We note your response to comment 10.  We note on page 82, you have a project in
Illinois.  Your disclosure indicates that you have offices in California and
Colorado.  Please expand your disclosure to clarify where you can operate and whether
you have sufficient equipment available at every facility, including in those locations
where you are bidding or whether you will be reliant on third parties.
5.We note your response to comment 11.  In your response, it appears that you are referring
to a success rate per contract rather than an overall success rate in reference to your total
bids.  Please advise or revise.   Please elaborate on the multi-part process you use in
determining whether to bid initially.   Please clarify if you ever withdraw bids once
provided and the reasons for doing so.
Consolidated financial statements as of and for the fiscal years ended December 30, 2022 and
December 31, 2021
Note 13. Commitments and Contingencies, page F-29
6.We note your disclosure on page 28 regarding your ongoing dispute with AECOM.
Please tell us what consideration you gave to including disclosure related to this apparent
loss contingency in the footnotes to your financial statements.  Reference is made to ASC
Topic 450-20-50.
            You may contact Howard Efron at 202-551-3439 or Robert Telewicz at 202-551-3438 if
you have questions regarding comments on the financial statements and related matters.  Please
contact Stacie Gorman at 202-551-3585 or Jeffrey Gabor at 202-551-2544 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:       Zachary Davis, Esq.

United States securities and exchange commission logo
September 6, 2023
Steven Richards
Chief Executive Officer
SCCI National Holdings, Inc.
530 Technology Drive
Suite 300
Irvine, CA 92618
Re:SCCI National Holdings, Inc.
Draft Registration Statement on Form S-1
Submitted August 10, 2023
CIK No. 0001887944
Dear Steven Richards:
            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
Cover Page
1.Please revise the graphics at the forefront of the registration statement to present
a balanced picture of the company’s financial health by including net income for the most
recent interim period and for the year ended December 31, 2022.  Refer to Compliance
Disclosure Interpretations, Securities Act Forms 101.02.  Please also ensure that any
footnotes to the graphics are legible.

 FirstName LastNameSteven Richards
 Comapany NameSCCI National Holdings, Inc.
 September 6, 2023 Page 2
 FirstName LastNameSteven Richards
SCCI National Holdings, Inc.
September 6, 2023
Page 2
Prospectus Summary
Our Company, page 1
2.The disclosure in the summary should be a balanced presentation of your business.  Please
balance the description of your competitive strengths with equally prominent disclosure of
the challenges you face and the risks and limitations that could harm your business or
inhibit your strategic plans.  For example, but without limitation, please revise to balance
your disclosure here, and in the business section, with disclosure regarding any adverse
experiences you have encountered since you separated from AECOM.  Additionally, we
note you have included disclosure related to work performed by an affiliate of AECOM.
 Please advise why you believe it is appropriate to reference work performed by Morrison
Knudsen.  Additionally, please revise your disclosure to clarify what services are provided
by you and what services you rely upon subcontractors and joint venture affiliates to
perform.
Our Market Opportunity, page 7
3.With respect to your estimate of the size of the market opportunity, clarify your disclosure
by addressing the scope of your estimate.  For example, disclose whether management
views this as the size of the market opportunity for similar companies as a whole, or if it is
specific to SCCI.  Also, balance this disclosure with a discussion of the increasing number
of competitors in the industry and clarify that your estimate may not be reflective of the
actual market.
Risk Factors
We may be required to make additional payments to AECOM, page 28
4.We note your disclosure that you may need to make additional payments to AECOM.
Please quantify your total potential exposure to AECOM.  Please clarify the impact this
could have on investors, including whether proceeds of this offering could be used to
make these payments.  Please also revise your disclosure on page 107 as appropriate in
accordance with Item 404 of Regulation S-K.
An inability to secure sufficient aggregate reserves..., page 31
5.Please explain how aggregate reserves are determined and the amount you are required to
have on hand for your current operations.  Please clarify if you have sufficient funds on
hand, and please address the impact it will have on you and your investors if you are
determined not to have sufficient reserves on hand.
We are an emerging growth company..., page 46
6.Please expand this risk factors to clarify that your financials will not be comparable to
companies that comply with the new or revised accounting pronouncements as of public
company effective dates.

 FirstName LastNameSteven Richards
 Comapany NameSCCI National Holdings, Inc.
 September 6, 2023 Page 3
 FirstName LastNameSteven Richards
SCCI National Holdings, Inc.
September 6, 2023
Page 3
Cautionary Statement Concerning Forward Looking Statements, page 48
7.We note your statement that you disclaim any obligation to update any forward- looking
statements.  This disclaimer does not appear to be consistent with your disclosure
obligations.  Please revise to clarify that you will update this information to the
extent required by law.  Additionally, your bullet points as to what constitutes a forward-
looking statement is overly broad.  Please revise as appropriate.
Use of Proceeds, page 51
8.We note that you intend to use proceeds to repay debt.  Please provide all of the disclosure
required by instruction 4 of Item 504 of Regulation S-K.  Additionally, we note that you
intend to use proceeds to acquire companies.  Please advise whether you have identified
companies for acquisition.  Please clarify what part of proceeds you intend to use for these
purposes.  We may have further comments.
Management's Discussion and Analysis..., page 55
9.Please provide a breakdown of your backlog of contracts, current contracts and contracts
that you have bid on.  With respect to the backlog and current contracts, please clarify
which are fixed price contracts and which are cost plus contracts.  Please disclose how
many of these contracts are with state or federal agencies and how many are private
contracts.  Please disclose your anticipated completion dates and anticipated costs and
potential revenue.  Please also clarify which contracts are joint venture agreements.
Further, please clarify which contracts are subject to possible contractual obligations to
AECOM.  Please also revise your disclosure in your business section as appropriate.
Business
Our Projects, page 75
10.We note the disclosure regarding your operations starting on page 76.  Please clarify
which properties have been completed and which are still ongoing.  We also note your
disclosure on page 89 that you have facilities in multiple places throughout the country.
Your disclosure indicates that you have offices in California and Colorado.  Please expand
your disclosure to clarify where you can operate and whether you have sufficient
equipment available at every facility.
Selective Bidding Process and Project Management, page 84
11.Please provide a more detailed overview of how management determines whether to bid
on a project and your success rate of being awarded such projects.
Executive Compensation, page 97
12.We note that you will enter into the 2023 Omnibus plan.  Please file this pursuant to Item
601(b)(10) of Regulation S-K.

 FirstName LastNameSteven Richards
 Comapany NameSCCI National Holdings, Inc.
 September 6, 2023 Page 4
 FirstName LastName
Steven Richards
SCCI National Holdings, Inc.
September 6, 2023
Page 4
Financial Statements
Notes to the Consolidated Financial Statements
Note 1. Business, Basis of Presentation and Significant Accounting Policies, page F-7
13.Please provide us with additional information with respect to the timing of the sale of
Shimmick to SCC Group.  Based on disclosure in your financial statements, it appears that
the acquisition of Shimmick was closed (and recorded in your financial statements) as of
January 2, 2021.  However, based on disclosure on page 55 it appears that SCC Group
merged with and into Shimmick on November 29, 2021.  Please reconcile the apparent
discrepancy for us and clarify how you determined the transaction should be recorded as
of January 1, 2021.  In your response, please tell us whether SCC Group had any
substantive operations, assets or liabilities prior to the merger with Shimmick.
Part II. Information not Required in Prospectus
Item 16. Exhibits and Financial Statement Schedules, page II-2
14.Please file your executed Articles of Incorporation.  Please see Item 601(b)(3) of
Regulation S-K.
General
15.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.
            You may contact Howard Efron at 202-551-3439 or Robert Telewicz at 202-551-3438 if
you have questions regarding comments on the financial statements and related matters.  Please
contact Stacie Gorman at 202-551-3585 or Jeffrey Gabor at 202-551-2544 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:       Zachary Davis, Esq.