SecProbe.io

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 Smurfit Westrock plc

 Smurfit Kappa Treasury
Unlimited Company

 Smurfit Westrock Financing
Designated Activity Company

 Beech Hill, Clonskeagh

 Dublin 4, D04 N2R2

 Ireland

 April 17, 2025

 VIA EDGAR

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, N.E.

 Washington, D.C. 20549

 Attention: Eranga Dias

 Re:
 Smurfit Westrock plc

 Smurfit Kappa Treasury Unlimited Company

 Smurfit Westrock Financing Designated Activity
 Company

 Registration Statement on Form S-4 (File
 No. 333-286364)

 Request for Acceleration of Effective Date

 Dear Mr. Dias:

 Pursuant to Rule 461
of the General Rules and Regulations under the Securities Act of 1933, as amended, Smurfit Westrock plc (the " Company ")
hereby respectfully requests that the U.S. Securities and Exchange Commission accelerate the effective date and time of the above referenced
Registration Statement on Form S-4 (the " Registration Statement ") and declare the Registration Statement
effective as of 4:00 p.m. Eastern Time on April 23, 2025, or as soon thereafter as practicable.

 The Company requests
that it be notified of such effectiveness by a telephone call to Stuart Morrissy of Hogan Lovells US LLP at (212) 918-3037. The Company
authorizes Mr. Morrissy to orally modify or withdraw this request for acceleration.

 Sincerely,

 Smurfit Westrock plc

 By:
 /s/
 Gillian Carson-Callan

 Name:
 Gillian Carson-Callan

 Title:
 Group SVP Finance & Corporate Secretary

April 9, 2025
Anthony Smurfit
Chief Executive Officer
Smurfit Westrock plc
Beech Hill, Clonskeagh
Dublin 4, D04 N2R2
Ireland
Re:Smurfit Westrock plc
Registration Statement on Form S-4
Filed April 3, 2025
File No. 333-286364
Dear Anthony Smurfit:
            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 Eranga Dias at 202-551-8107 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

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SMURFIT WESTROCK LIMITED

Beech Hill, Clonskeagh

Dublin 4, D04 N2R2

Ireland

April 25, 2024

VIA EDGAR

Division of Corporation Finance

Office of Manufacturing

U.S. Securities and Exchange Commission

100 F Street, NE

Washington, D.C. 20549

Attn: Jenny O’Shanick; Erin Purnell

 Re: Smurfit WestRock Limited

Registration Statement on Form S-4

File No. 333-278185

Dear Ms. O’Shanick and Ms. Purnell:

Reference is made to the Registration Statement
on Form S-4 (File No. 333-278185) (as amended, the “Registration Statement”), filed by Smurfit WestRock Limited
(the “Company”) with the U.S. Securities and Exchange Commission.

The Company hereby requests that the effective
date for the Registration Statement be accelerated to 4:00 p.m., Eastern time, on April 26, 2024, or as soon as practicable thereafter,
pursuant to Rule 461 of the U.S. Securities Act of 1933, as amended.

If the Staff has any further questions or comments
concerning this letter, or if you require any additional information, please feel free to contact the Company’s counsel, Victor
Goldfeld at (212) 403-1005, of Wachtell, Lipton, Rosen & Katz. We request that we be notified of the effectiveness of the Registration
Statement by a telephone call to Mr. Goldfeld and that such effectiveness also be confirmed in writing.

    Sincerely,

    Smurfit WestRock Limited

    /s/ Anthony Smurfit

    Name:
    Anthony Smurfit

    Title:
    Principal Executive Officer and Director

 cc: Ken Bowles, Smurfit WestRock

Laurent Sellier, Smurfit WestRock

Victor Goldfeld, Wachtell, Lipton,
Rosen & Katz

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    MARTIN LIPTON

    HERBERT M. WACHTELL

    EDWARD D. HERLIHY

    DANIEL A. NEFF

    STEVEN A. ROSENBLUM

    JOHN F. SAVARESE

    SCOTT K. CHARLES

    JODI J. SCHWARTZ

    ADAM O. EMMERICH

    RALPH M. LEVENE

    RICHARD G. MASON

    ROBIN PANOVKA

    DAVID A. KATZ

    ILENE KNABLE GOTTS

    TREVOR S. NORWITZ

    ANDREW J. NUSSBAUM

    RACHELLE SILVERBERG

    STEVEN A. COHEN

    DEBORAH L. PAUL

    DAVID C. KARP

    RICHARD K. KIM

    JOSHUA R. CAMMAKER

    MARK GORDON

    JEANNEMARIE O’BRIEN

    WAYNE M. CARLIN

    STEPHEN R. DiPRIMA

    NICHOLAS G. DEMMO

    IGOR KIRMAN

    JONATHAN M. MOSES

    T. EIKO STANGE

    WILLIAM SAVITT

    GREGORY E. OSTLING

    DAVID B. ANDERS

    ADAM J. SHAPIRO

    NELSON O. FITTS

    JOSHUA M. HOLMES

    DAVID E. SHAPIRO

    DAMIAN G. DIDDEN

    IAN BOCZKO

    MATTHEW M. GUEST

    DAVID E. KAHAN

    DAVID K. LAM

    BENJAMIN M. ROTH

    JOSHUA A. FELTMAN

    51
    WEST 52ND STREET

    NEW
    YORK, N.Y. 10019-6150

    TELEPHONE:
    (212) 403-1000

    FACSIMILE:
    (212) 403-2000

    ___________

    ELAINE P. GOLIN

    EMIL A. KLEINHAUS

    KARESSA L. CAIN

    RONALD C. CHEN

    BRADLEY R. WILSON

    GRAHAM W. MELI

    GREGORY E. PESSIN

    CARRIE M. REILLY

    MARK F. VEBLEN

    SARAH K. EDDY

    VICTOR GOLDFELD

    RANDALL W. JACKSON

    BRANDON C. PRICE

    KEVIN S. SCHWARTZ

    MICHAEL S. BENN

    ALISON Z. PREISS

    TIJANA J. DVORNIC

    JENNA E. LEVINE

    RYAN A. McLEOD

    ANITHA REDDY

    JOHN L. ROBINSON

    JOHN R. SOBOLEWSKI

    STEVEN WINTER

    EMILY D. JOHNSON

    JACOB A. KLING

    RAAJ S. NARAYAN

    VIKTOR SAPEZHNIKOV

    MICHAEL J. SCHOBEL

    ELINA TETELBAUM

    ERICA E. AHO

    LAUREN M. KOFKE

    ZACHARY S. PODOLSKY

    RACHEL B. REISBERG

    MARK A. STAGLIANO

    CYNTHIA
    FERNANDEZ LUMERMANN

    CHRISTINA C. MA

    NOAH B. YAVITZ

    BENJAMIN S. ARFA

    NATHANIEL D. CULLERTON

    ERIC M. FEINSTEIN

    ADAM L. GOODMAN

    STEVEN R. GREEN

    MENG LU

    GEORGE
    A. KATZ (1965–1989)

    JAMES
    H. FOGELSON (1967–1991)

    LEONARD
    M. ROSEN (1965–2014)

    ___________

    OF
    COUNSEL

    ANDREW R. BROWNSTEIN

    MICHAEL H. BYOWITZ

    KENNETH B. FORREST

    BEN M. GERMANA

    SELWYN B. GOLDBERG

    PETER C. HEIN

    JB KELLY

    JOSEPH D. LARSON

    LAWRENCE S. MAKOW

    PHILIP MINDLIN

    THEODORE N. MIRVIS

    DAVID S. NEILL

    HAROLD S. NOVIKOFF

    ERIC S. ROBINSON

    ERIC M. ROSOF

    MICHAEL J. SEGAL

    WON S. SHIN

    DAVID M. SILK

    ROSEMARY SPAZIANI

    ELLIOTT V. STEIN

    LEO E. STRINE, JR.*

    PAUL VIZCARRONDO, JR.

    JEFFREY M. WINTNER

    AMY R. WOLF

    MARC WOLINSKY

    *
    ADMITTED IN DELAWARE

    ___________

    COUNSEL

    DAVID M. ADLERSTEIN

    SUMITA AHUJA

    FRANCO CASTELLI

    ANDREW J.H. CHEUNG

    PAMELA EHRENKRANZ

    ALINE R. FLODR

    KATHRYN GETTLES-ATWA

    ADAM M. GOGOLAK

    ANGELA K. HERRING

    MICHAEL W. HOLT

    MARK A. KOENIG

    CARMEN X.W. LU

    J. AUSTIN LYONS

    ALICIA C. McCARTHY

    JUSTIN R. ORR

    NEIL M. SNYDER

    JEFFREY A. WATIKER

    Direct
    Dial: (212) 403-1005

    Direct
    Fax: (212) 403-2005

    E-Mail:
    VGoldfeld@wlrk.com

April 24, 2024

Via EDGAR and Courier

Jenny O’Shanick

Erin Purnell

Division of Corporation Finance

Office of Manufacturing

U.S. Securities and Exchange Commission

100 F Street, NE

Washington, D.C. 20549

 Re: Smurfit WestRock Limited

Registration Statement on Form S-4

Filed April 11, 2024

File No. 333-278185

Dear Ms. O’Shanick and Ms. Purnell:

On behalf of our client, Smurfit WestRock Limited
(the “Company”), set forth below is the response of the Company to the comments of the Staff of the Division of Corporation
Finance (the “Staff”) that were set forth in your letter dated April 22, 2024, regarding Amendment No. 1 to the Company’s
registration statement on Form S-4 (the “Registration Statement”) filed with the Securities and Exchange Commission
on April 11, 2024. In connection with this letter responding to the Staff’s comments, the Company is today filing Amendment No.
2 to the Registration Statement (the “Amendment No. 2”).

For your convenience, the Staff’s comments
are set forth in bold, followed by the response on behalf of the Company. All page references in the response set forth below refer to
pages of the Amendment No. 2.

Risk Factors

Risks Relating to WestRock’s Business, page 66

 1. We note your response to prior comment 1. Based on your anticipated timing, please revise the proxy statement/prospectus to include
the disclosure provided in response to comment 5 of our letter dated March 13, 2024.

Response: The Company respectfully
advises the Staff that it has revised the disclosure on page 66 of the Registration Statement in response to the Staff’s comment.

Material U.S. Federal Income and Irish Tax
Considerations

Tax Consequences of the Combination

Smurfit Kappa Share Exchange, page 158

 2. We note that you have filed a short form tax opinion as Exhibit 8.1. Please revise to state clearly that the disclosure in this
section of the proxy statement/prospectus is the opinion of the named counsel. For more information, please refer to Section III.B.2.
of Staff Legal Bulletin No. 19.

Response: The Company respectfully
advises the Staff that it has revised the disclosure on page 158 of the Registration Statement in response to the Staff’s comment.

General

 3. Please ensure that all missing information is provided in the next amendment, including the disclosure in the sections “Description
of Smurfit WestRock Shares and the Smurfit WestRock Constitution” and “Comparison of the Rights of Holders of WestRock Stock
and Smurfit WestRock Shares.”

Response: The Company respectfully
advises the Staff that it has revised the disclosure throughout the Registration Statement to include all previously missing information
in response to the Staff’s comment, including on pages 282-294 and pages 295-317 of the Registration Statement.

*        *        *        *        *        *

If you have any questions
concerning the Registration Statement, Amendment No. 2 or this letter, please do not hesitate to contact me at (212) 403-1005 or
VGoldfeld@wlrk.com.

    Sincerely yours,

    /s/ Victor Goldfeld

    Victor Goldfeld

 cc: Gillian Carson-Callan, Smurfit WestRock Limited

Andrew R. Brownstein, Wachtell, Lipton,
Rosen & Katz

Igor Kirman, Wachtell, Lipton, Rosen &
Katz

Denise R. Singleton, WestRock Company

Scott A. Barshay, Paul, Weiss, Rifkind,
Wharton & Garrison LLP

Laura C. Turano, Paul, Weiss, Rifkind,
Wharton & Garrison LLP

United States securities and exchange commission logo
April 22, 2024
Anthony Smurfit
Group Chief Executive Officer
Smurfit WestRock Limited
Beech Hill, Clonskeagh
Dublin 4, D04 N2R2
Ireland
Re:Smurfit WestRock Limited
Amendment No. 1 to
Registration Statement on Form S-4
Filed April 11, 2024
File No. 333-278185
Dear Anthony Smurfit:
            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. Unless we note otherwise,
any references to prior comments are to comments in our April 4, 2024 letter.
Amendment No. 1 to Registration Statement on Form S-4
Risk Factors
Risks Relating to WestRock's Business, page 66
1.We note your response to prior comment 1. Based on your anticipated timing, please
revise the proxy statement/prospectus to include the disclosure provided in response to
comment 5 of our letter dated March 13, 2024.

 FirstName LastNameAnthony Smurfit
 Comapany NameSmurfit WestRock Limited
 April 22, 2024 Page 2
 FirstName LastName
Anthony Smurfit
Smurfit WestRock Limited
April 22, 2024
Page 2
Material U.S. Federal Income and Irish Tax Considerations
Tax Consequences of the Combination
Smurfit Kappa Share Exchange, page 158
2.We note that you have filed a short form tax opinion as Exhibit 8.1. Please revise to state
clearly that the disclosure in this section of the proxy statement/prospectus is the opinion
of the named counsel. For more information, please refer to Section III.B.2. of Staff Legal
Bulletin No. 19.
General
3.Please ensure that all missing information is provided in the next amendment, including
the disclosure in the sections “Description of Smurfit WestRock Shares and the Smurfit
WestRock Constitution” and “Comparison of the Rights of Holders of WestRock Stock
and Smurfit WestRock Shares.”
            Please contact Andi Carpenter at 202-551-3645 or Kevin Stertzel at 202-551-3723 if you
have questions regarding comments on the financial statements and related matters. Please
contact Jenny O'Shanick at 202-551-8005 or Erin Purnell at 202-551-3454 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       Victor Goldfeld

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                    MARTIN LIPTON

    HERBERT M. WACHTELL

    EDWARD D. HERLIHY

    DANIEL A. NEFF

    STEVEN A. ROSENBLUM

    JOHN F. SAVARESE

    SCOTT K. CHARLES

    JODI J. SCHWARTZ

    ADAM O. EMMERICH

    RALPH M. LEVENE

    RICHARD G. MASON

    ROBIN PANOVKA

    DAVID A. KATZ

    ILENE KNABLE GOTTS

    TREVOR S. NORWITZ

    ANDREW J. NUSSBAUM

    RACHELLE SILVERBERG

    STEVEN A. COHEN

    DEBORAH L. PAUL

    DAVID C. KARP

    RICHARD K. KIM

    JOSHUA R. CAMMAKER

                    MARK GORDON

    JEANNEMARIE O’BRIEN

    WAYNE M. CARLIN

    STEPHEN R. DiPRIMA

    NICHOLAS G. DEMMO

    IGOR KIRMAN

    JONATHAN M. MOSES

    T. EIKO STANGE

    WILLIAM SAVITT

    GREGORY E. OSTLING

    DAVID B. ANDERS

    ADAM J. SHAPIRO

    NELSON O. FITTS

    JOSHUA M. HOLMES

    DAVID E. SHAPIRO

    DAMIAN G. DIDDEN

    IAN BOCZKO

    MATTHEW M. GUEST

    DAVID E. KAHAN

    DAVID K. LAM

    BENJAMIN M. ROTH

    JOSHUA A. FELTMAN

                    51 WEST
    52ND STREET

    NEW YORK,
    N.Y. 10019-6150

    TELEPHONE:
    (212) 403-1000

    FACSIMILE:
(212) 403-2000

                    ELAINE P. GOLIN

    EMIL A. KLEINHAUS

    KARESSA L. CAIN

    RONALD C. CHEN

    BRADLEY R. WILSON

    GRAHAM W. MELI

    GREGORY E. PESSIN

    CARRIE M. REILLY

    MARK F. VEBLEN

    SARAH K. EDDY

    VICTOR GOLDFELD

    RANDALL W. JACKSON

    BRANDON C. PRICE

    KEVIN S. SCHWARTZ

    MICHAEL S. BENN

    ALISON ZIESKE PREISS

    TIJANA J. DVORNIC

    JENNA E. LEVINE

    RYAN A. McLEOD

    ANITHA REDDY

    JOHN L. ROBINSON

    JOHN R. SOBOLEWSKI

                    STEVEN WINTER

    EMILY D. JOHNSON

    JACOB A. KLING

    RAAJ S. NARAYAN

    VIKTOR SAPEZHNIKOV

    MICHAEL J. SCHOBEL

    ELINA TETELBAUM

    ERICA E. AHO

    LAUREN M. KOFKE

    ZACHARY S. PODOLSKY

    RACHEL B. REISBERG

    MARK A. STAGLIANO

    CYNTHIA
    FERNANDEZ LUMERMANN

    CHRISTINA C. MA

    NOAH B. YAVITZ

    BENJAMIN S. ARFA

    NATHANIEL D. CULLERTON

    ERIC M. FEINSTEIN

    ADAM L. GOODMAN

    STEVEN R. GREEN

    MENG LU

    GEORGE
    A. KATZ (1965–1989)

    JAMES
    H. FOGELSON (1967–1991)

    LEONARD
M. ROSEN (1965–2014)

 OF
COUNSEL

    ANDREW R. BROWNSTEIN

    MICHAEL H. BYOWITZ

    KENNETH B. FORREST

    BEN M. GERMANA

    SELWYN B. GOLDBERG

    PETER C. HEIN

    JB KELLY

    JOSEPH D. LARSON

    LAWRENCE S. MAKOW

    PHILIP MINDLIN

    THEODORE N. MIRVIS

    DAVID S. NEILL

    HAROLD S. NOVIKOFF

    ERIC S. ROBINSON

    ERIC M. ROSOF

    MICHAEL J. SEGAL

    WON S. SHIN

    DAVID M. SILK

    ROSEMARY SPAZIANI

    ELLIOTT V. STEIN

    LEO E. STRINE, JR.*

    PAUL VIZCARRONDO, JR.

    JEFFREY M. WINTNER

    AMY R. WOLF

    MARC WOLINSKY

    *
ADMITTED IN DELAWARE

COUNSEL

    DAVID M. ADLERSTEIN

    SUMITA AHUJA

    FRANCO CASTELLI

    ANDREW J.H. CHEUNG

    PAMELA EHRENKRANZ

    ALINE R. FLODR

    KATHRYN GETTLES-ATWA

    ADAM M. GOGOLAK

    ANGELA K. HERRING

    MICHAEL W. HOLT

    MARK A. KOENIG

    CARMEN X.W. LU

    J. AUSTIN LYONS

    ALICIA C. McCARTHY

    JUSTIN R. ORR

    NEIL M. SNYDER

    JEFFREY A. WATIKER

April 11, 2024

Via EDGAR and Courier

Jenny O’Shanick

Erin Purnell

Division of Corporation Finance

Office of Manufacturing

U.S. Securities and Exchange Commission

100 F Street, NE

Washington, D.C. 20549

 Re: Smurfit WestRock Limited

Registration Statement on Form S-4

Filed March 22, 2024

File No. 333-278185

Dear Ms. O’Shanick and Ms. Purnell:

On behalf of our client, Smurfit WestRock Limited
(the “Company”), set forth below is the response of the Company to the comments of the Staff of the Division of Corporation
Finance (the “Staff”) that were set forth in your letter dated April 4, 2024, regarding the Company’s registration
statement on Form S-4 (the “Registration Statement”) filed with the Securities and Exchange Commission on March 22,
2024. In connection with this letter responding to the Staff’s comments, the Company is today filing Amendment No. 1 to the
Registration Statement (the “Amendment No. 1”).

For your convenience, the Staff’s comments
are set forth in bold, followed by the response on behalf of the Company. All page references in the response set forth below refer
to pages of the Amendment No. 1.

Risk Factors

Risks Relating to WestRock’s Business, page 66

1. We note your response to prior comment 5. To the extent that you plan to request effectiveness of this proxy statement/prospectus
prior to the filing of WestRock’s 10-Q for the quarter ending March 31, 2024, please include the updates provided directly
in this proxy statement/prospectus.

Response:
The Company acknowledges the Staff’s comment and will include the updates provided to the extent that the Company requests effectiveness
of this proxy statement/prospectus prior to the filing of WestRock’s 10-Q for the quarter ending March 31, 2024.

The Combination

Opinions of WestRock’s Financial Advisors

Opinion of Lazard Freres & Co. LLC

Selected Publicly Traded Companies Analysis, page 112

2. We note your revisions in response to prior comment 10 about WestRock and reissue in part. Please revise to state whether the advisor
excluded any companies meeting the selection criteria from the analysis for Smurfit Kappa. Please explain the basis for such exclusions,
if any.

Response:
The Company respectfully advises the Staff that it has revised the disclosure on page 114 of Amendment No. 1 in response to
the Staff’s comment.

Opinion of Evercore Group L.L.C

Selected Publicly Traded Companies Analysis, page 122

3. We note your revisions in response to prior comment 13 about
WestRock and reissue in part. Please revise to state whether the advisor excluded any companies meeting the selection criteria from the
analysis for Smurfit Kappa. Please explain the basis for such exclusions, if any.

Response:
The Company respectfully advises the Staff that it has revised the disclosure on page 124 of Amendment No. 1 in response to
the Staff’s comment.

Interests of WestRock’s Directors and Executive Officers
in the Combination, page 141

4. We note your disclosures that Smurfit WestRock expects to
enter into offer agreements with Patrick Kivits, Thomas Stigers and Samuel Shoemaker with respect to their executive positions at the
company. Please revise to include these exhibits in your exhibit index. Refer to Item 601(b)(10) of Regulation S-K or tell us why
you believe that such exhibits are not required.

Response:
The Company respectfully notes that Item 601(b)(10)(iii)(A) of Regulation S-K provides that management contracts with named
executive officers of the registrant are deemed material and required to be filed, and management contracts with other executive
officers of the registrant are required to be filed unless immaterial in amount or significance. Patrick Kivits, Thomas Stigers, and
Samuel Shoemaker will not serve as executive officers of the Company. Accordingly, the Company respectfully submits to the Staff
that the offer letters with Messrs. Kivits, Stigers and Shoemaker are not required to be included in the exhibit index. The
Company respectfully advises the Staff that it has revised the disclosure on page 142 of Amendment No. 1 in order to
clarify that Messrs. Kivits, Stigers, and Shoemaker are expected to serve as executives, but not executive officers, of the
Company.

Unaudited Condensed Pro Forma Combined Balance Sheet, page 213

5. We note that you present the historical consolidated balance
sheet of WestRock as of September 30, 2023 in the pro forma combined balance sheet. We further note that a more current balance sheet
as of December 31, 2023 has been filed by WestRock. Please update your balance sheet presentation to comply with Rule 11-02(c)(1) of
Regulation S-X.

Response:
The Company respectfully advises the Staff that, in response to the Staff’s comment, it has revised the unaudited condensed
pro forma combined financial information on pages 212 to 228 of Amendment No. 1 to present the historical balance sheet of
WestRock as of December 31, 2023.

6. We note your disclosure on page 277 that the company
will issue Series A Preferred Shares and Deferred Shares upon completion of the proposed combination. These shares appear to be related
to the proposed combination. Please explain why you have not provided pro forma adjustments to reflect these shares and the associated
preferred dividends or otherwise modify your pro forma presentation accordingly.

Response:
The Company respectfully advises the Staff that, in response to the Staff’s comment, it has revised pro forma balance sheet adjustment
6(h) on page 224 of Amendment No. 1 to reflect the expected issuance prior to completion of either the Smurfit Kappa
Share Exchange or the Merger of 10,000 Series A preference shares at a par value of $0.001 for expected total consideration of $10,000
and the conversion of 25,000 existing euro-denominated ordinary shares, with a par value of €1.00, into 25,000 Smurfit WestRock deferred
shares, with a par value of €1.00.

Adjustment 7d) Transaction-Related Expenses, page 225

7. We note your disclosure on page 145 that the company
will pay certain WestRock Company employees “Golden Parachute Compensation” upon completing the proposed combination. Please
tell us what consideration you have given to providing Management’s adjustments for these payments. Refer to Rule 11-02(a)(7) of
Regulation S-X.

Response:
In response to the Staff’s comment, the Company respectfully advises the Staff as follows:

Rule 11-02(a)(7) of Regulation S-X provides that
 “Management’s Adjustments depicting synergies and dis-synergies” of a transaction “may, in the registrant’s
discretion, be presented if in its management's opinion, such adjustments would enhance an understanding of the pro forma effects of the
transaction” and the conditions described in Rules 11-02(a)(7)(i) and 11-02(a)(7)(ii) of Regulation S-X are met.
The Company respectfully advises the Staff that the Company has, in its discretion, elected not to present any “Management’s
Adjustments” with respect to synergies or dis-synergies related to the Combination. Additionally, the Company believes that such
adjustments would not, on the whole, significantly enhance an understanding of the pro forma effects of the transaction. With respect
to “golden parachute” compensation in particular, the Company notes that any future “golden parachute” compensation
primarily consists of certain employment termination payments and benefits that would only be payable in the event that certain future
actions are taken, and certain conditions are satisfied, following the completion of the Combination. The occurrence of such possible
future actions and the satisfaction of such conditions are, in some cases, not entirely within the Company’s control and in general
are not currently determinable with a sufficiently high degree of certainty so as to warrant an adjustment. Moreover, the Company believes
that any “Management’s Adjustments” related to such possible future “golden parachute” compensation would
not significantly enhance an understanding of the pro forma effects of the transaction and the inclusion of such adjustments would not
satisfy all of the conditions described in Rule 11-02(a)(7)(i) of Regulation S-X.

In addition, to make clear that no “Management’s
Adjustments” have been made in respect of “golden parachute” compensation, the Company respectfully advises the Staff
that it has revised the disclosure on page 214 of Amendment No 1.

Business Overview of Smurfit WestRock

Certain Relationships and Related Party Transactions, page 251

8. We note your revision in response to prior comment 27 and reissue in part. Please revise to comply with Item 404(b) of Regulation
S-K.

Response:
The Company respectfully advises the Staff that it has revised the disclosure on page   253 of Amendment No. 1 in response
to the Staff’s comment.

Security Ownership of Directors and Management of Smurfit WestRock,
page 275

Selected Publicly Traded Companies Analysis, page 110

9. We note your response to prior comment 20 in reissue in part. Please add any shareholders that are expected to own more than 5%
of the combined company.

Response:
The Company respectfully advises the Staff that it has revised the disclosure on page 279 of Amendment No. 1 in response to
the Staff’s comment.

Executive Compensation, page 322

10. We note your response to prior comment 21 and reissue in
part. In your next amendment, please provide the historical information required by Item 402 of Regulation S-K for Anthony Smurfit, Ken
Bowles, Laurent Sellier, and Saverio Mayer. Refer to Item 18(a)(7)(ii) of Form S-4.

Response:
The Company respectfully advises the Staff that it has revised the disclosure on pages 326 to 346 of Amendment No. 1 in response
to the Staff’s comment.

11. Please revise to describe the material terms of the retention
bonus letters that will be filed as Exhibits 10.9, 10.10 and 10.11 to your registration statement.

Response:
The Company respectfully advises the Staff that it has revised the disclosure on page 338 of Amendment No. 1 in response
to the Staff’s comment.

Director Compensation, page 330

12. We note your response to prior comment 22 and reissue in part. Please provide the disclosure to be included in this section in
your next amendment, including the historical information required by Item 402 of Regulation S-K for each Smurfit Kappa director who will
serve as Smurfit WestRock director. Refer to Item 18(a)(7)(ii) of Form S-4.

Response:
The Company respectfully advises the Staff that it has revised the disclosure on pages 354 to 355 of Amendment No. 1 in response
to the Staff’s comment.

Part II: Information Not Required in Prospectus

Item 21. Exhibits and Financial Statement Schedules

Exhibit 99.4 Consent of Lazard Freres & Co. LLC, page II-2

13. Please have your financial advisor revise its consent to
consent to being named in the following sections:

 ● “The Combination – Background of the Combination”;

 ● “The Combination – Recommendation of the Transaction Committee and the WestRock Board Reasons for the Merger”;

 ● “The Combination – Certain WestRock Unaudited Financial Information”;

 ● “The Combination – Certain Smurfit Kappa Unaudited Financial Information”; and

 ● “The Transaction Agreement – Representations and Warranties in the Transaction Agreement.”

Response:
The Company respectfully advises the staff that it has provided a revised consent as Exhibit 99.4 to this Amendment No. 1 in
response to the Staff’s comment.

*	     *	     *	     *	     *	     *

If you have any questions concerning the Registration
Statement or this letter, please do not hesitate to contact me at (212) 403-1005 or VGoldfeld@wlrk.com.

    Sincerely yours,

    /s/ Victor Goldfeld

    Victor Goldfeld

cc: Gillian Carson-Callan, Smurfit WestRock Limited

  Andrew R. Brownstein, Wachtell, Lipton, Rosen &
Katz

  Igor Kirman, Wachtell, Lipton, Rosen & Katz

  Denise R. Singleton, WestRock Company

  Scott A. Barshay, Paul, Weiss, Rifkind, Wharton &
Garrison LLP

  Laura C. Turano, Paul, Weiss, Rifkind, Wharton &
Garrison LLP

United States securities and exchange commission logo
April 4, 2024
Anthony Smurfit
Group Chief Executive Officer
Smurfit WestRock Limited
Beech Hill, Clonskeagh
Dublin 4, D04 N2R2
Ireland
Re:Smurfit WestRock Limited
Registration Statement on Form S-4
Filed March 22, 2024
File No. 333-278185
Dear Anthony Smurfit:
            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. Unless we note otherwise,
any references to prior comments are to comments in our March 13, 2024 letter.
Registration Statement on Form S-4 Filed March 22, 2024
Risk Factors
Risks Relating to WestRock's Business, page 66
1.We note your response to prior comment 5. To the extent that you plan to request
effectiveness of this proxy statement/prospectus prior to the filing of WestRock's 10-Q for
the quarter ending March 31, 2024, please include the updates provided directly in this
proxy statement/prospectus.

 FirstName LastNameAnthony Smurfit
 Comapany NameSmurfit WestRock Limited
 April 4, 2024 Page 2
 FirstName LastName
Anthony Smurfit
Smurfit WestRock Limited
April 4, 2024
Page 2
The Combination
Opinions of WestRock's Financial Advisors
Opinion of Lazard Freres & Co. LLC
Selected Publicly Traded Companies Analysis, page 112
2.We note your revisions in response to prior comment 10 about WestRock and reissue in
part. Please revise to state whether the advisor excluded any companies meeting the
selection criteria from the analysis for Smurfit Kappa. Please explain the basis for such
exclusions, if any.
Opinion of Evercore Group L.L.C.
Selected Publicly Traded Companies Analysis, page 122
3.We note your revisions in response to prior comment 13 about WestRock and reissue in
part. Please revise to state whether the advisor excluded any companies meeting the
selection criteria from the analysis for Smurfit Kappa. Please explain the basis for such
exclusions, if any.
Interests of WestRock's Directors and Executive Officers in the Combination, page 141
4.We note your disclosures that Smurfit WestRock expects to enter into offer agreements
with Patrick Kivits, Thomas Stigers and Samuel Shoemaker with respect to their executive
positions at the company. Please revise to include these exhibits in your exhibit index.
Refer to Item 601(b)(10) of Regulation S-K or tell us why you believe that such exhibits
are not required.
Unaudited Condensed Pro Forma Combined Balance Sheet, page 213
5.We note that you present the historical consolidated balance sheet of WestRock as of
September 30, 2023 in the pro forma combined balance sheet. We further note that a more
current balance sheet as of December 31, 2023 has been filed by WestRock. Please update
your balance sheet presentation to comply with Rule 11-02(c)(1) of Regulation S-X.
6.We note your disclosure on page 277 that the company will issue Series A Preferred
Shares and Deferred Shares upon completion of the proposed combination. These shares
appear to be related to the proposed combination. Please explain why you have not
provided pro forma adjustments to reflect these shares and the associated preferred
dividends or otherwise modify your pro forma presentation accordingly.
Adjustment 7d) Transaction-Related Expenses, page 225
7.We note your disclosure on page 145 that the company will pay certain WestRock
Company employees "Golden Parachute Compensation" upon completing the proposed
combination. Please tell us what consideration you have given to providing Management's
adjustments for these payments. Refer to Rule 11-02(a)(7) of Regulation S-X.

 FirstName LastNameAnthony Smurfit
 Comapany NameSmurfit WestRock Limited
 April 4, 2024 Page 3
 FirstName LastName
Anthony Smurfit
Smurfit WestRock Limited
April 4, 2024
Page 3
Business Overview of Smurfit WestRock
Certain Relationships and Related Party Transactions, page 251
8.We note your revisions in response to prior comment 27 and reissue in part. Please revise
to comply with Item 404(b) of Regulation S-K.
Security Ownership of Directors and Management of Smurfit Westrock, page 275
9.We note your response to prior comment 20 in reissue in part. Please add any shareholders
that are expected to own more than 5% of the combined company.
Executive Compensation, page 322
10.We note your response to prior comment 21 and reissue in part. In your next amendment,
please provide the historical information required by Item 402 of Regulation S-K for
Anthony Smurfit, Ken Bowles, Laurent Sellier, and Saverio Mayer. Refer to Item
18(a)(7)(ii) of Form S-4.
11.Please revise to describe the material terms of the retention bonus letters that will be filed
as Exhibits 10.9, 10.10 and 10.11 to your registration statement.
Director Compensation, page 330
12.We note your response to prior comment 22 and reissue in part. Please provide the
disclosure to be included in this section in your next amendment, including the historical
information required by Item 402 of Regulation S-K for each Smurfit Kappa director who
will serve as Smurfit WestRock director. Refer to Item 18(a)(7)(ii) of Form S-4.
Part II: Information Not Required in Prospectus
Item 21. Exhibits and Financial Statement Schedules
Exhibit 99.4 Consent of Lazard Freres & Co. LLC, page II-2
13.Please have your financial advisor revise its consent to consent to being named in the
following sections:
•“The Combination – Background of the Combination”;
•“The Combination – Recommendation of the Transaction Committee and the
WestRock Board Reasons for the Merger”;
•“The Combination – Certain WestRock Unaudited Financial Information”;
•“The Combination – Certain Smurfit Kappa Unaudited Financial Information”; and
•“The Transaction Agreement – Representations and Warranties in the Transaction
Agreement.”

 FirstName LastNameAnthony Smurfit
 Comapany NameSmurfit WestRock Limited
 April 4, 2024 Page 4
 FirstName LastName
Anthony Smurfit
Smurfit WestRock Limited
April 4, 2024
Page 4
            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 Andi Carpenter at 202-551-3645 or Kevin Stertzel at 202-551-3723 if you
have questions regarding comments on the financial statements and related matters. Please
contact Jenny O'Shanick at 202-551-8005 or Erin Purnell at 202-551-3454 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       Victor Goldfeld

CORRESP
1
filename1.htm

    MARTIN
                    LIPTON

    HERBERT M. WACHTELL

    EDWARD D. HERLIHY

    DANIEL A. NEFF

    STEVEN A. ROSENBLUM

    JOHN F. SAVARESE

    SCOTT K. CHARLES

    JODI J. SCHWARTZ

    ADAM O. EMMERICH

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    DAVID A. KATZ

    ILENE KNABLE GOTTS

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    WAYNE M. CARLIN

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    IGOR KIRMAN

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    T. EIKO STANGE

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    NELSON O. FITTS

    JOSHUA M. HOLMES

    DAVID E. SHAPIRO

    DAMIAN G. DIDDEN

    IAN BOCZKO

    MATTHEW M. GUEST

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    DAVID K. LAM

    BENJAMIN M. ROTH

    JOSHUA A. FELTMAN

    51
WEST 52ND STREET

    NEW YORK,
N.Y. 10019-6150

    TELEPHONE:
(212) 403-1000

    FACSIMILE:
    (212) 403-2000

    ELAINE
                    P. GOLIN

    EMIL A. KLEINHAUS

    KARESSA L. CAIN

    RONALD C. CHEN

    BRADLEY R. WILSON

    GRAHAM W. MELI

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    MARK F. VEBLEN

    SARAH K. EDDY

    VICTOR GOLDFELD

    RANDALL W. JACKSON

    BRANDON C. PRICE

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    MICHAEL S. BENN

    ALISON ZIESKE PREISS

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    RYAN A. McLEOD

    ANITHA REDDY

    JOHN L. ROBINSON

    JOHN R. SOBOLEWSKI

    STEVEN
                    WINTER

    EMILY D. JOHNSON

    JACOB A. KLING

    RAAJ S. NARAYAN

    VIKTOR SAPEZHNIKOV

    MICHAEL J. SCHOBEL

    ELINA TETELBAUM

    ERICA E. AHO

    LAUREN M. KOFKE

    ZACHARY S. PODOLSKY

    RACHEL B. REISBERG

    MARK A. STAGLIANO

    CYNTHIA
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    CHRISTINA C. MA

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    ADAM L. GOODMAN

    STEVEN R. GREEN

    MENG LU

GEORGE
A. KATZ (1965–1989)

    JAMES
    H. FOGELSON (1967–1991)

    LEONARD
    M. ROSEN (1965–2014)

    OF COUNSEL

    ANDREW R. BROWNSTEIN

    MICHAEL H. BYOWITZ

    KENNETH B. FORREST

    BEN M. GERMANA

    SELWYN B. GOLDBERG

    PETER C. HEIN

    JB KELLY

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    ERIC S. ROBINSON

    ERIC M. ROSOF

    MICHAEL J. SEGAL

    WON S. SHIN

    DAVID M. SILK

    ROSEMARY SPAZIANI

    ELLIOTT V. STEIN

    LEO E. STRINE, JR.*

    PAUL VIZCARRONDO, JR.

    JEFFREY M. WINTNER

    AMY R. WOLF

    MARC WOLINSKY

    *
                    ADMITTED IN DELAWARE

    COUNSEL

    DAVID M. ADLERSTEIN

    SUMITA AHUJA

    FRANCO CASTELLI

    ANDREW J.H. CHEUNG

    PAMELA EHRENKRANZ

    ALINE R. FLODR

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    J. AUSTIN LYONS

    ALICIA C. McCARTHY

    JUSTIN R. ORR

    NEIL M. SNYDER

    JEFFREY A. WATIKER

March 22, 2024

Via EDGAR and Courier

Jenny O’Shanick

Erin Purnell

Division of Corporation Finance

Office of Manufacturing

U.S. Securities and Exchange Commission

100 F Street, NE

Washington, D.C. 20549

 Re: Smurfit WestRock Limited

Draft Registration Statement on Form S-4

Submitted on February 14, 2024

CIK No. 002005951

Dear Ms. O’Shanick and Ms. Purnell:

On behalf of our client, Smurfit WestRock Limited
(the “Company”), set forth below is the response of the Company to the comments of the Staff of the Division of Corporation
Finance (the “Staff”) that were set forth in your letter dated March 13, 2024, regarding the Company’s draft
registration statement on Form S-4 confidentially submitted to the Securities and Exchange Commission on February 14, 2024.
In connection with this letter responding to the Staff’s comments, the Company is today publicly filing a Registration Statement
on Form S-4 (the “Registration Statement”).

For your convenience, the Staff’s comments
are set forth in bold, followed by the response on behalf of the Company. All page references in the response set forth below refer
to pages of the Registration Statement.

Cover Page

 1. Please revise the cover page of your prospectus to clearly disclose the number of securities being registered on this registration
statement and the market for the securities. Further, please revise to include the page number of your risk factors. Refer to Item
501(b) of Regulation S-K and Item 1 of Form S-4.

Response: The Company respectfully advises the Staff
that it has revised the disclosure on the cover page of the proxy statement/prospectus in response to the Staff’s comment.

Questions and Answers About the Combination and the WestRock
Special Meeting

Q: When do you expect the Combination to be consummated, page 10

 2. Please revise the Q&A to disclose which of the most material conditions of the Combination are able to be waived. Further,
please revise the risk factor “It is possible that not all the Conditions will have been met at the time of the WestRock Special
Meeting, and that Smurfit Kappa and/or WestRock may waive one or more of the Conditions after receipt of the WestRock Stockholder Approval
without re-soliciting the WestRock Stockholders’ approval of the proposals approved by them” on page 40 to describe what
kinds of conditions could be waived and the negative effects it could have.

Response: The Company respectfully advises the
Staff that it has revised the disclosure on pages 10 and  41 of the Registration Statement in response to the Staff’s
comment.

Risk Factors

Risks Relating to the Combination

Upon Completion, certain change-of-control rights under agreements will or may be triggered..., page 42

 3. We note your disclosure that certain change-of-control rights will or may be triggered as a result of the Combination. However,
we note your other disclosures on page 192 that WestRock obtained consents that the Combination will not constitute a change in control
under certain agreements. If material, please revise to provide comparable disclosure for Smurfit Kappa.

Response: The Company respectfully advises the Staff
that it has revised the disclosure on pages 198 to 199 of the Registration Statement in response to the Staff’s comment.

Risks Relating to Smurfit WestRock Following the Combination

Smurfit WestRock will be required to comply with the Sarbanes-Oxley Act..., page 45

 4. We note you discuss, incorporated by reference from pages 22 and 35 of WestRock’s Form 10-K, that you “launched
a multi-year phased business systems transformation project” whereby your existing systems will transition to a standardized enterprise
resource planning system, and that the resulting expected investment in fiscal 2024 will be approximately $220 million. We also note your
disclosure that the effectiveness of your internal control over financial reporting could be adversely affected if this new system is
not successfully implemented. Please revise to discuss how the Combination will affect this project and related risks.

Response: The Company respectfully advises the Staff
that WestRock has confirmed that WestRock continues to pursue the business systems transformation project, as noted in its Quarterly Report
on Form 10-Q for the quarter ended December 31, 2023.  As part of broader post-Combination integration planning initiatives,
WestRock and the Company are reviewing and evaluating their respective business systems and the system strategies and alternatives for
Smurfit WestRock following the Combination.  The Company has revised the disclosure on page 47 of the Registration
Statement in response to the Staff’s comment.

Risks Relating to WestRock’s Business, page 64

 5. We note you discuss, incorporated by reference from page 21 of WestRock’s Form 10-K, that you were negotiating
agreements with the United Steelworkers Union, which expired in December 2023, and your employees at the Dayton facility. Please
revise to provide the current status of these negotiations.

Response: The Company respectfully advises the Staff
that WestRock has confirmed that WestRock will include the following updates in its Quarterly Report for the quarter ending March 31,
2024, which will be incorporated by reference into the Registration Statement, in response to the Staff’s comment:

 · In December 2023, the United Steelworkers Union (“USW”) ratified a master agreement
that applies to substantially all of WestRock’s US facilities represented by the USW. The agreement has a four-year term ending
in December 2027 and covers a number of specific items, including wages, medical coverage and certain other benefit programs, including
retirement benefits, substance abuse testing, and safety. Individual facilities will continue to have local agreements for subjects not
covered by the master agreement and those agreements will continue to have staggered terms. The master agreement permits WestRock to apply
its terms to USW employees who work at facilities it acquired during the term of the agreement. The master agreement covers approximately
52 of WestRock’s US operating locations and approximately 7,300 of its employees. While the terms of its collective bargaining agreements
vary, WestRock believes the material terms of the agreements are customary for the industry, the type of facility, the classification
of the employees and the geographic location covered.

 · WestRock experienced a strike at its corrugated converting facility in Dayton, New Jersey beginning
in June 2023.  WestRock effectuated contingency plans at this location, and the facility continued to operate and produce products
for its customers.  In November 2023, WestRock reached an agreement to resolve the strike, which was approved by the requisite
union membership, and the strike concluded in December 2023.

The Combination

Background of the Combination, page 86

 6. We note your disclosure on page 88 that the parties considered but ultimately did not pursue a reverse Morris Trust transaction
due to potential tax consequences. We also note your disclosures that from February 21, 2023 to August 14, 2023, the parties
negotiated a transaction whereby WestRock stockholders would receive Smurfit Kappa shares, instead of those of Smurfit WestRock, for their
WestRock stock. Please revise to elaborate on why you did not pursue the former structure.

Response: The Company respectfully advises the Staff
that it has revised the disclosure on pages 89 and 97 to 98 of the Registration Statement in response to the Staff’s comment.

Recommendation of the Transaction Committee and the WestRock
Board; Reasons for the Merger, page 99

 7. Refer to your disclosures under “Continuing Influence” in the fourth bullet on each of page 103 and 99. Please
revise to elaborate on how you chose these six directors out of the current 12 WestRock directors to serve on Smurfit WestRock’s
board. In this regard, we note that WestRock stockholders recently elected these 12 directors at the annual meeting of stockholders on
January 26, 2024 based on their qualifications, experience and skills.

Response: The Company respectfully advises the Staff
that it has revised the disclosure on pages 101, 103, and 315 to 317 of the Registration Statement in response to the Staff’s
comment.

 8. Refer to your disclosures under “Synergies” in the fifth and first bullets on pages 103 and 100, respectively.
Please revise to elaborate on the basis of your expectation that you expect “benefits derivable from an estimated in excess of $400
million in pre-tax run-rate synergies at the end of the first full year following Completion.”

Response: The Company respectfully advises the Staff
that it has revised the disclosure on pages 101 and 105 of the Registration Statement in response to the Staff’s comment.

 9. Refer to your disclosures under “Other Strategic Alternatives” in the ninth bullet on each of page 104 and 100
and under “Loss of Opportunity” in the first bullet on each of page 105 and 101. We also note your other disclosures
that on March 31, 2023, the WestRock Board discussed the potential transactions with Company A and PE Firm A, and that PE Firm A
discussed, among other alternatives, “a potential acquisition of WestRock with a preliminary value range per share of WestRock Stock
in the ‘high $30s’ in cash.” Please revise to elaborate on how the WestRock Board evaluated these alternative transactions.
Please revise to discuss the conclusions the board made with respect to each of Company A and PE Firm A, quantifying where applicable,
and how the WestRock Board ultimately decided Smurfit Kappa’s offer was superior to these offers.

Response: The Company respectfully advises the Staff
that it has revised the disclosure on pages 90 to 92 of the Registration Statement in response to the Staff’s comment.

Opinions of WestRock's Financial Advisors

Opinion of Lazard Freres & Co. LLC

Selected Publicly Traded Companies Analysis, page 110

 10. Please revise to state whether the advisor excluded any companies meeting the selection criteria from the analysis for each of
WestRock and Smurfit Kappa. Please explain the basis for such exclusions, if any.

Response: The Company respectfully advises the Staff
that it has revised the disclosure on page 112 of the Registration Statement in response to the Staff’s comment.

Miscellaneous, page 115

 11. We note your disclosure that in the past two years, Lazard “acted as financial advisor to WestRock in connection with ongoing
strategic, financial and corporate preparedness advisory work during this time and in connection with WestRock’s acquisition of
Grupo Gondi in 2022, and as financial advisor to Smurfit Kappa in connection with an investor study in 2021.” Please revise your
disclosure to quantify the compensation paid to the financial advisor.”

Response: The Company respectfully advises the Staff
that it has revised the disclosure on page 117 of the Registration Statement in response to the Staff’s comment.

 12. We note your disclosure that Lazard did not “indicate that any given consideration constituted the only appropriate consideration
for the Combination.” Please advise how this disclosure complies with Item 1015(b)(5) of Regulation M-A or revise.

Response: The Company respectfully advises the
Staff that it believes that the disclosure on page 117 of the Registration Statement complies with Item
1015(b)(5) of Regulation M-A. Item 1015(b)(5) of Regulation M-A requires a statement as to “whether the subject
company or affiliate determined the amount of consideration to be paid or whether the outside party recommended the amount of
consideration to be paid.”

The disclosure on page 117 of the Registration Statement
includes such a statement (“WestRock and Smurfit Kappa determined the Merger Consideration in the Combination through arm’s-length
negotiations, and the WestRock Board approved such Consideration. Lazard did not recommend any specific consideration to the WestRock
Board or any other person or indicate that any given consideration constituted the only appropriate consideration for the Combination”)
and therefore complies with the requirements of Item 1015(b)(5) of Regulation M-A.

Item 1015(b)(5) of Regulation M-A does not prohibit
additional disclosure or clarification regarding a third party’s non-involvement in the determination of the consideration to be
paid. The language quoted by the Staff is an additional, clarifying, disclosure provided for the benefit of the shareholders, and is not
in contravention of Item 1015(b)(5) of Regulation M-A.

Opinion of Evercore Group L.L.C.

Selected Publicly Traded Companies Analysis, page 120

 13. Please revise to state whether the advisor excluded any companies meeting the selection criteria from the ana

United States securities and exchange commission logo
March 13, 2024
Anthony Smurfit
Group Chief Executive Officer
Smurfit WestRock Limited
Beech Hill, Clonskeagh
Dublin 4, D04 N2R2
Ireland
Re:Smurfit WestRock Limited
Draft Registration Statement on Form S-4
Submitted February 14, 2024
CIK No. 0002005951
Dear Anthony Smurfit:
            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-4 Submitted on February 14, 2024
Cover Page
1.Please revise the cover page of your prospectus to clearly disclose the number of
securities being registered on this registration statement and the market for the securities.
Further, please revise to include the page number of your risk factors. Refer to Item
501(b) of Regulation S-K and Item 1 of Form S-4.
Questions and Answers about the Combination and the WestRock Special Meeting
Q: When do you expect the Combination to be consummated?, page 10
2.Please revise the Q&A to disclose which of the most material conditions of the
Combination are able to be waived. Further, please revise the risk factor "It is possible
that not all the Conditions will have been met at the time of the WestRock Special
Meeting, and that Smurfit Kappa and/or WestRock may waive one or more of the

 FirstName LastNameAnthony Smurfit
 Comapany NameSmurfit WestRock Limited
 March 13, 2024 Page 2
 FirstName LastName
Anthony Smurfit
Smurfit WestRock Limited
March 13, 2024
Page 2
Conditions after receipt of the WestRock Stockholder Approval without re-soliciting the
WestRock Stockholders’ approval of the proposals approved by them" on page 40 to
describe what kinds of conditions could be waived and the negative effects it could have.
Risk Factors
Risks Relating to the Combination
Upon Completion, certain change-of-control rights under agreements will or may be triggered...,
page 42
3.We note your disclosure that certain change-of-control rights will or may be triggered as a
result of the Combination. However, we note your other disclosures on page 192 that
WestRock obtained consents that the Combination will not constitute a change in control
under certain agreements. If material, please revise to provide comparable disclosure for
Smurfit Kappa.
Risks Relating to Smurfit WestRock Following the Combination
Smurfit WestRock will be required to comply with the Sarbanes-Oxley Act..., page 45
4.We note you discuss, incorporated by reference from pages 22 and 35 of WestRock’s
Form 10-K, that you “launched a multi-year phased business systems transformation
project” whereby your existing systems will transition to a standardized enterprise
resource planning system, and that the resulting expected investment in fiscal 2024 will be
approximately $220 million. We also note your disclosure that the effectiveness of your
internal control over financial reporting could be adversely affected if this new system is
not successfully implemented. Please revise to discuss how the Combination will affect
this project and related risks.
Risks Relating to WestRock's Business, page 64
5.We note you discuss, incorporated by reference from page 21 of WestRock’s Form 10-K,
that you were negotiating agreements with the United Steelworkers Union, which expired
in December 2023, and your employees at the Dayton facility. Please revise to provide the
current status of these negotiations.
The Combination
Background of the Combination, page 86
6.We note your disclosure on page 88 that the parties considered but ultimately did not
pursue a reverse Morris Trust transaction due to potential tax consequences. We also note
your disclosures that from February 21, 2023 to August 14, 2023, the parties negotiated a
transaction whereby WestRock stockholders would receive Smurfit Kappa shares, instead
of those of Smurfit WestRock, for their WestRock stock. Please revise to elaborate on
why you did not pursue the former structure.

 FirstName LastNameAnthony Smurfit
 Comapany NameSmurfit WestRock Limited
 March 13, 2024 Page 3
 FirstName LastName
Anthony Smurfit
Smurfit WestRock Limited
March 13, 2024
Page 3
Recommendation of the Transaction Committee and the WestRock Board; Reasons for the
Merger, page 99
7.Refer to your disclosures under “Continuing Influence” in the fourth bullet on each of
page 103 and 99. Please revise to elaborate on how you chose these six directors out of the
current 12 WestRock directors to serve on Smurfit WestRock’s board. In this regard, we
note that WestRock stockholders recently elected these 12 directors at the annual meeting
of stockholders on January 26, 2024 based on their qualifications, experience and skills.
8.Refer to your disclosures under “Synergies” in the fifth and first bullets on pages 103 and
100, respectively. Please revise to elaborate on the basis of your expectation that you
expect “benefits derivable from an estimated in excess of $400 million in pre-tax run-rate
synergies at the end of the first full year following Completion.”
9.Refer to your disclosures under “Other Strategic Alternatives” in the ninth bullet on each
of page 104 and 100 and under “Loss of Opportunity” in the first bullet on each of page
105 and 101. We also note your other disclosures that on March 31, 2023, the WestRock
Board discussed the potential transactions with Company A and PE Firm A, and that PE
Firm A discussed, among other alternatives, “a potential acquisition of WestRock with a
preliminary value range per share of WestRock Stock in the ‘high $30s’ in cash.” Please
revise to elaborate on how the WestRock Board evaluated these alternative transactions.
Please revise to discuss the conclusions the board made with respect to each of Company
A and PE Firm A, quantifying where applicable, and how the WestRock Board ultimately
decided Smurfit Kappa’s offer was superior to these offers.
Opinions of WestRock's Financial Advisors
Opinion of Lazard Freres & Co. LLC
Selected Publicly Traded Companies Analysis, page 110
10.Please revise to state whether the advisor excluded any companies meeting the selection
criteria from the analysis for each of WestRock and Smurfit Kappa. Please explain the
basis for such exclusions, if any.
Miscellaneous, page 115
11.We note your disclosure that in the past two years, Lazard “acted as financial advisor to
WestRock in connection with ongoing strategic, financial and corporate preparedness
advisory work during this time and in connection with WestRock’s acquisition of Grupo
Gondi in 2022, and as financial advisor to Smurfit Kappa in connection with an investor
study in 2021.” Please revise your disclosure to quantify the compensation paid to the
financial advisor.
12.We note your disclosure that Lazard did not “indicate that any given consideration
constituted the only appropriate consideration for the Combination.” Please advise how
this disclosure complies with Item 1015(b)(5) of Regulation M-A or revise.

 FirstName LastNameAnthony Smurfit
 Comapany NameSmurfit WestRock Limited
 March 13, 2024 Page 4
 FirstName LastNameAnthony Smurfit
Smurfit WestRock Limited
March 13, 2024
Page 4
Opinion of Evercore Group L.L.C.
Selected Publicly Traded Companies Analysis, page 120
13.Please revise to state whether the advisor excluded any companies meeting the selection
criteria from the analysis for each of WestRock and Smurfit Kappa. Please explain the
basis for such exclusions, if any.
Miscellaneous, page 126
14.We note your disclosure that Evercore did not recommend “that any specific amount of
consideration constituted the only appropriate consideration in the Combination for the
holders of WestRock Stock.” Please advise how this disclosure complies with Item
1015(b)(5) of Regulation M-A or revise.
Certain WestRock Unaudited Financial Information, page 127
15.We note your disclosures in paragraph 1 of each of page 128 and 130 that certain
important factors may adversely affect your projections. Please expand the discussion of
your material assumptions underlying the projections, quantifying where applicable.
Additionally, please revise to provide detailed quantitative disclosure describing the basis
for your projected sales and the factors or contingencies that would affect such growth
ultimately materializing.
16.We note that your financial projections present six years of forecasts. Please revise to
discuss the basis of the projections beyond year three and if the forecasts reflect more than
assumptions about growth rates.
Certain Smurfit Kappa Unaudited Financial Information, page 131
17.We note your disclosures in paragraph 4 of each of page 131 and 133 that certain
important factors may adversely affect your projections. Please expand the discussion of
your material assumptions underlying the projections, quantifying where applicable.
Additionally, please revise to provide detailed quantitative disclosure describing the basis
for your projected sales and the factors or contingencies that would affect such growth
ultimately materializing.
18.We note that your financial projections present five years of forecasts. Please revise to
discuss the basis of the projections beyond year three and if the forecasts reflect more than
assumptions about growth rates.
Debt Financing, page 141
19.We note your disclosure that Smurfit Kappa entered into a Bridge Facility Agreement
with certain lenders totaling up to $1.5 billion to fund the Cash Consideration. We also
note your disclosure on page 142 that “[f]ollowing Completion, Smurfit Kappa’s
obligations under the Bridge Facility will be guaranteed by Smurfit WestRock.” Please
revise to elaborate on the risks to Smurfit WestRock resulting from this guarantee and any

 FirstName LastNameAnthony Smurfit
 Comapany NameSmurfit WestRock Limited
 March 13, 2024 Page 5
 FirstName LastName
Anthony Smurfit
Smurfit WestRock Limited
March 13, 2024
Page 5
known trends that are reasonably likely to impact the company’s liquidity and capital
resources to service this debt. Further, please file the Bridge Facility Agreement. Refer to
Item 601(b)(10) of Regulation S-K or tell us why such exhibit is not required.
Security Ownership of Certain Beneficial Holders, Directors and Management of WestRock,
page 256
20.Please add a table that reflects the ownership of Smurfit WestRock after the transaction.
Executive Compensation, page 301
21.In your next amendment, please provide the historical information required by Item 402 of
Regulation S-K for Anthony Smurfit, Ken Bowles and the other named executive
officers here and under the “Golden Parachute Compensation” section. Refer to Item
18(a)(7)(ii) of Form S-4.
Director Compensation, page 305
22.Please provide the disclosure to be included in this section in your next amendment,
including the historical information required by Item 402 of Regulation S-K for each
person who will serve as a director. Refer to Item 18(a)(7)(ii) of Form S-4.
Experts, page 307
23.We note that you incorporated by reference WestRock Company's annual report on Form
10-K for the fiscal year ended September 30, 2023. Please revise your disclosure to
provide the information required by Item 509 of Regulation S-K as it pertains to
WestRock Company's independent registered public accounting firm.
Part II: Information Not Required in Prospectus
Item 21. Exhibits and Financial Statement Schedules, page II-2
24.Please revise to include the following exhibits in your exhibit index:
•Offer Letters with each of the identified Smurfit WestRock executive officers;
•Executive Short-Term Incentive Plan;
•Executive Severance Plan;
•Smurfit WestRock 2024 Long-Term Incentive Plan;
•Subsidiaries of the registrant;
•Consent of Lazard Freres & Co. LLC;
•Consent of Evercore Group L.L.C; and
•Consent of each director nominee who will be appointed to your board of directors
upon the effectiveness of the registration statement. Refer to Rule 438 of the
Securities Act.

 FirstName LastNameAnthony Smurfit
 Comapany NameSmurfit WestRock Limited
 March 13, 2024 Page 6
 FirstName LastName
Anthony Smurfit
Smurfit WestRock Limited
March 13, 2024
Page 6
Signatures, page II-5
25.Please revise to include the registrant’s name in the signature line.
General
26.Please furnish the information required by Item 510 of Regulation S-K. Refer to Item 9 of
Form S-4.
27.Please revise to comply with Item 404 of Regulation S-K. Refer to Item 18(a)(7)(iii) of
Form S-4.
            Please contact Andi Carpenter at 202-551-3645 or Kevin Stertzel at 202-551-3723 if you
have questions regarding comments on the financial statements and related matters. Please
contact Jenny O'Shanick at 202-551-8005 or Erin Purnell at 202-551-3454 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       Victor Goldfeld