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                              September 8, 2020

       Steve Manko
       Chief Financial Officer
       SkyWater Technology, Inc.
       2401 East 86th Street
       Bloomington, Minnesota 55425

                                                        Re: SkyWater
Technology, Inc.
                                                            Draft Registration
Statement on Form S-1
                                                            Filed August 12,
2020
                                                            CIK No. 1819974

       Dear Mr. Manko:

              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 Filed on August 12, 2020

       Corporate Conversion, page 6

   1.                                                   You state that in
conjunction with the Corporate Conversion, all of the outstanding limited
                                                        liability company
interests of CMI Acquisition, LLC will automatically be converted into
                                                        shares of your common
stock. Please specifically disclose how you determined or will
                                                        determine the number of
common shares to be issued for each class of limited liability
                                                        interest, including if
there will be any impact on their current ownership interests. Please
                                                        also explain how the
board of directors and the operating agreement will assign value to
                                                        the Class A preferred
units, Class B preferred units and common units.
 Steve Manko
FirstName LastNameSteve
SkyWater Technology,  Inc.Manko
Comapany 8,
September NameSkyWater
             2020         Technology, Inc.
September
Page 2    8, 2020 Page 2
FirstName LastName
Corporate Information, page 6

2.       You disclose that you are a holding company that conducts operations
through your
         wholly-owned subsidiaries, SkyWater Technology Foundry, Inc., and
SkyWater Federal,
         LLC. Please briefly describe the operations of each SkyWater
Technology Foundry, Inc.
         and SkyWater Federal, LLC.
Our certificate of incorporation designates the Court of Chancery of the State
of Delaware as the
sole and exclusive forum, page 31

3.       Please make your disclosure here consistent with your disclosure on
page 99 that
         your certificate of incorporation provides that, unless you consent in
writing to the
         selection of an alternative forum, the Court of Chancery of the State
of Delaware (or, if
         such court has no jurisdiction, the federal district court for the
District of Delaware) shall
         be the sole and exclusive forum for certain litigation, including any
  derivative action
         and that the choice of forum provision will not apply to actions
arising under the
         Exchange Act. Please disclose whether this provision applies to
actions arising under the
         Securities Act. If the provision applies to Securities Act claims,
please also revise your
         prospectus to state that investors cannot waive compliance with the
federal securities laws
         and the rules and regulations thereunder. If this provision does not
apply to actions arising
         under the Securities Act or Exchange Act, please also ensure that the
exclusive forum
         provision in the governing documents states this clearly, or tell us
how you will inform
         investors in future filings that the provision does not apply to any
actions arising under the
         Securities Act or Exchange Act.
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Critical Accounting Policies and Estimates, page 52

4.       We note your critical accounting policy disclosures related to revenue
recognition,
         valuation of long-lived assets, contingent consideration and warrant
liability appear to
         repeat the disclosures in your summary of significant accounting
policies footnote. Please
         be advised these disclosures are meant to provide investors greater
insight into the quality
         and variability of information regarding your financial condition and
operating
         performance. While accounting policy notes in financial statements
generally describe the
         methods used to apply an accounting principle, the discussion in MD&A
should present a
         company's analysis of the uncertainties involved in applying a
principle at a given time or
         the variability that is reasonably likely to result from application
over time. For example,
         please expand your disclosures to quantify and discuss the impact of
your estimates
         related to enforceable rights, variable considerations, cash flow
assumptions used for
         long-lived asset valuation, and assumptions and estimates used to
value contingent
         consideration and warrant liability during each period presented and
to address how
         management estimated the amounts, including management's accuracy of
prior estimates
         relative to actual experience, where applicable.
 Steve Manko
FirstName LastNameSteve
SkyWater Technology,  Inc.Manko
Comapany 8,
September NameSkyWater
             2020         Technology, Inc.
September
Page 3    8, 2020 Page 3
FirstName LastName
Non-GAAP Financial Measures, page 54

5.       In regard to your non-GAAP financial measure Adjusted EBITDA, please
address the
         following:

                Please explain to us why you believe adjusting your non-GAAP
financial measure for
              inventory write-off, management fees, and write-off unamortized
debt issuance costs
              which appear to be normal business costs, is reasonable and
appropriate;
                Please more fully disclose the nature of the de-commit impact
and explain to us why
              you believe adjusting non-GAAP financial measures for    lost
revenue and incurred
              cost impact of a customer   s withdrawal of their wafer volume
commitment costs is
              reasonable and appropriate; and
                Please more fully disclose the nature of the tech transfers and
explain to us why you
              believe adjusting non-GAAP financial measures for costs that
appear to relate to
              acquiring new customers, is reasonable and appropriate.
Registration Rights, page 93

6.       Please disclose whether there are any maximum cash penalties under the
registration
         rights agreement, if applicable. Please also disclose any additional
penalties resulting from
         delays in registering your common stock. Refer to ASC 825-20-50-1.
Financial Statements
Consolidated Statement of Cash Flows, page F-6

7.       We note that you have recognized your payments of contingent
consideration as cash
         flows from financing activities. Please tell us how you determined
that all of your
         payments for contingent consideration should be recognized as
financing cash flows.
         Refer to FASB ASU 2016-15.
Note 3 Summary of Significant Accounting Policies
Revenue Recognition, page F-11

8.       You disclose that revenue from the sale of wafers is recognized at a
point in time when
         control of the goods is transferred to the customer, which occurs upon
shipment or receipt
         by the customer, depending on the contract terms. However for your
largest customer, you
         are invoicing approximately 85% of the selling price after wafer
fabrication is completed
         and the remaining amount is invoiced upon shipment of the goods after
successful testing
         of the wafer. For all other customers, invoices are generally issued
upon shipment of the
         goods and payable within 30 days. Please clarify whether you are
recognizing revenue for
         your largest customer prior to shipment or receipt by the customer. If
so, please tell us
         how you determined when control of the goods is transferred to your
largest customers.
         Refer to ASC 606-10-25-23.
9.       You disclosed that one of your customers has a first right of refusal
to future
 Steve Manko
SkyWater Technology, Inc.
September 8, 2020
Page 4
         manufacturing capacity and product that is discounted over a period of
approximately five
         years, which represents a material right. You indicate that revenues
allocated to the
         material right will be recognized over the estimated period in which
the customer can
         exercise its option and benefit from purchasing discounted product,
which is expected to
         begin once the expansion is completed and continue for a period of
approximately five
         years. Please explain to us and disclose what you mean by revenues
allocated to the
         material right will be recognized    over the estimated period.
Please tell us what
         consideration you gave to recognizing revenues for this customer
option when those
         future goods or services are transferred or when the option expires.
Please also confirm
         whether you are accounting for this customer option as a contract
modification or as a
         continuation of an existing contract. Please refer to ASC
606-10-55-42.
Recently Issued Accounting Standards, page F-13

10.      We note that you have disclosed when ASC 842 and ASC 326 is effective
for you. Given
         your intention to take advantage of the extended transition period
provided in Section
         7(a)(2)(B) of the Securities Act, please revise your disclosure to
disclose the date on
         which adoption is required for non-emerging growth companies and also
the date on
         which you will adopt the recently issued accounting standard, assuming
you remain an
         EGC at such time. Refer to Question 14 of the Jumpstart Our Business
Startups Act
         Frequently Asked Questions.
Subsequent Events, page F-14

11.      Please revise your filing to disclose the specific date through which
subsequent events
         have been evaluated and state whether that date is the date the
financial statements were
         issued or the date the financial statements were available to be
issued. See ASC 855-10-
         50-1.
        You may contact Ernest Greene, Staff Accountant at (202) 551-3733 or
John Cash,
Accounting Branch Chief at (202) 551-3768 if you have questions regarding
comments on the
financial statements and related matters. Please contact Sherry Haywood, Staff
Attorney at (202)
551-3345 or Jay Ingram, Legal Branch Chief at (202) 551-3397 with any other
questions.



FirstName LastNameSteve Manko                                 Sincerely,
Comapany NameSkyWater Technology, Inc.
                                                              Division of
Corporation Finance
September 8, 2020 Page 4                                      Office of
Manufacturing
FirstName LastName