United States securities and exchange commission logo





                             September 29, 2021

       Vivek Raj
       Director
       Perimeter Solutions, SA
       12E rue Guillaume Kroll, L-1882 Luxembourg
       Grand Duchy of Luxembourg

                                                        Re: Perimeter
Solutions, SA
                                                            Registration
Statement on Form S-4
                                                            Filed September 1,
2021
                                                            File No. 333-259237

       Dear Mr. Raj:

              We have reviewed your 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 amending your registration
statement and providing the
       requested information. 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 any amendment to your registration statement and
the information you
       provide in response to these comments, we may have additional comments.

       Registration Statement on Form S-4, Filed September 1, 2021

       Summary of the Prospectus, page 1

   1.                                                   Please revise the
Summary to provide the information required by Item 4(a)(2), (3), (4)
                                                        and (c) of Form S-4.
   2.                                                   Please quantify the
aggregate dollar amount and describe the nature of what the sponsor
                                                        and its affiliates have
at risk that depends on completion of a business combination.
                                                        Include the current
value of securities held, loans extended, fees due, and out-of-pocket
                                                        expenses for which the
sponsor and its affiliates are awaiting reimbursement. Provide
                                                        similar disclosure for
the company   s officers and directors, if material.
 Vivek Raj
FirstName  LastNameVivek   Raj
Perimeter Solutions, SA
Comapany 29,
September  NamePerimeter
               2021        Solutions, SA
September
Page 2     29, 2021 Page 2
FirstName LastName
Interests of Certain Persons in the Business Combination, page 14

3.       Please highlight the risk that the sponsor will benefit from the
completion of a business
         combination and may be incentivized to complete an acquisition of a
less favorable target
         company or on terms less favorable to shareholders rather than
liquidate, and clarify if the
         sponsor and its affiliates can earn a positive rate of return on their
investment, even if
         other shareholders experience a negative rate of return in the
post-business combination
         company.
4.       Please revise the conflicts of interest discussion so that it
highlights all material interests
         in the transaction held by the sponsor and the company   s officers
and directors. This could
         include fiduciary or contractual obligations to other entities as well
as any interest in, or
         affiliation with, the target company. In addition, please clarify how
the board considered
         those conflicts in negotiating and recommending the business
combination.
Risk Factors
Risks Related to Regulatory and Legal Matters
Some of the products we produce may cause adverse health consequences, which
exposes us to
product liability and other claims..., page 32

5.       Please revise to provide more detail regarding the indemnity claims
against you
         mentioned in this risk factor, to the extent material.
Risks Related to Holdco
The JOBS Act permits "emerging growth companies" like Holdco to take advantage
of certain
exemptions from various reporting requirements..., page 41

6.       Please revise to provide an explanation of how and when you may lose
EGC status and
         how your election under Section 102(b)(1) of the JOBS Act, the
extended transition
         period for complying with new or revised accounting standards, allows
for the delay the
         adoption of new or revised accounting standards that have different
effective dates for
         public and private companies until those standards apply to private
companies. Also
         disclose that as a result of this election, the financial statements
may not be comparable to
         companies that comply with public company effective dates with similar
disclosure.
Risks Related to EverArc and the Proposed Business Combination, page 42

7.       We note that none of the representations, warranties, covenants,
obligations or other
         agreements contained in the merger agreement will survive the closing
of the merger.
         Please include appropriate risk factor disclosure.
8.       Disclose the material risks to unaffiliated investors presented by
taking the company
         public through a merger rather than an underwritten offering. These
risks could include
         the absence of due diligence conducted by an underwriter that would be
subject to liability
         for any material misstatements or omissions in a registration
statement.
 Vivek Raj
FirstName  LastNameVivek   Raj
Perimeter Solutions, SA
Comapany 29,
September  NamePerimeter
               2021        Solutions, SA
September
Page 3     29, 2021 Page 3
FirstName LastName
Unaudited Pro Forma Condensed Consolidated Combined Financial Information, page
56
3. Adjustments and Assumptions to the Unaudited Pro Forma Condensed Combined
Statement
of Operations for the Six Months ended June 30, 2021, page 64

9.       Please clarify for us why a seemingly disproportionate amount of the
purchase price is
         allocated to goodwill instead of to identifiable intangible assets.
Tell us the extent to
         which you have completed your fair value measurements for the
intangible assets
         specifically identified in the Disclosure Schedule referenced in
Section 4.13 of the
         business combination agreement (page A-40). We may have further
comment.
The Business Combination
Background of the Business Combination, page 68

10.      On page 68 you state that you reviewed 200 potential acquisition
targets. Please revise to
         provide more specific information about the most material targets,
including the industry
         and size of such companies, the stage of negotiations with such
companies, and, if in
         negotiations, why discussions ended. To the extent that any
preliminary proposals were
         submitted, please disclose all material proposal terms, including
transaction structure,
         valuation, and equity split distribution.
11.      Please revise your disclosure throughout this section to provide
greater detail as to the
         background of the transaction, including the material issues discussed
and key negotiated
         terms. The disclosure should provide shareholders with an
understanding of how, when,
         and why the material terms of your proposed transaction evolved and
why this transaction
         is being recommended as opposed to any alternatives. In your revised
disclosure, please
         ensure that you address the following:
             the material terms for any proposals and subsequent proposals and
counter offers;
             negotiation of the transaction documents and the parties involved;
and
             valuations.
12.      Please describe in greater detail all material analyses the board
relied upon in evaluating
         the financial aspects of the business combination. If there were any
analyses that did not
         support the fairness of the transaction, please include appropriate
disclosure. Page 73 says
         your management team considered financial projections as well as
analysis regarding
         comparable target companies and research on comparable transactions.
We also note that
         page 72 says the parties agreed to a transaction value of
approximately $2 billion. Please
         revise your disclosure to summarize the following in relation to the
valuation analysis:
             how the valuation of approximately $2 billion was determined;
             how the projected financial information described starting on page
78 was used, both
              quantitatively and qualitatively;
             in relation to the projected financial information, whether, and
if so, how, the passage
              of time was considered in relation to the five-year projection
period;
             any precedent transactions or comparisons to other companies
considered, including a
              quantitative analysis thereof to the extent considered by the
board; and
             any transaction multiples considered in relation to industry
medians, if available.
 Vivek Raj
Perimeter Solutions, SA
September 29, 2021
Page 4
13.      Please revise the first graphic on page 78 to define MSD and HSD,
provide the time
         period covered and the starting figures used for each of the four
metrics. Please revise the
         second graphic to quantify the 5 year revenue and EBITDA figures.
Additionally, please
         revise to define the non-GAAP or non-IFRS measures shown and explain
the assumptions
         used to calculate these projections.
14.      On page 77 you state "EverArc, based on its due diligence and
discussions with
         Perimeter   s management, prepared and provided to its board of
directors certain
         assumptions regarding Perimeter   s prospective financial growth and
performance" and on
         page 78 you state "The following tables sets forth certain prospective
financial
         information regarding Perimeter provided to the EverArc Board." Please
revise to clarify
         whether Perimeter or EverArc prepared the projections, and, to the
extent both prepared
         projections, provide a description of both. We also note that
"certain" projections were
         described, please revise to describe all projections provided to the
board.
Consideration to be Received in the Business Combination, page 82

15.      On page 82 you state that, at the Merger Effective Time, each
Perimeter Shareholder will
         receive its pro rata portion of the Aggregate Cash Consideration and
Aggregate Preferred
         Share Stock Value and that SK Holdings will also receive redeemable
Holdco Preferred
         Shares. Please revise both the cover page and page 82 to quantify the
Aggregate Cash
         Consideration and Aggregate Preferred Share Stock Value, as defined in
the Business
         Combination Agreement. Additionally, please define "Perimeter
Shareholder" and state
         the aggregate amount of preferred shares that will be issued to the
Perimeter Shareholders
         and SK Holdings. Elsewhere where you provide the Ownership of Holdco
following the
         Business Combination, please revise to also provide the amount and
holders of the Holdco
         Preferred Shares.
The Business Combination Agreement
Conditions to Closing the Business Combination, page 86

16.      We note that on pages 87-88 you state that conditions to closing
generally and of each
         party may be subject to waiver where permissible, but on page 89 you
say that each of
         EverArc and Perimeter may waive compliance with any agreement of SK
Holdings or
         Perimeter, with respect to EverArc, or EverArc, Holdco or Merger Sub,
with respect to
         Perimeter, or any condition to its own obligations contained in the
Business Combination
         Agreement. Please revise pages 87-88 to clarify which conditions to
the completion of the
         business combination may be waived.
Certain Agreements
FirstName            RelatedRaj
           LastNameVivek     to the Business Combination, page 91
Comapany
17.        NamePerimeter
       Please               Solutions,onSA
              revise your disclosure     page 91 to provide the material terms
of the debt
       commitment,
September            including
           29, 2021 Page  4 the interest rate.
FirstName LastName
 Vivek Raj
FirstName  LastNameVivek   Raj
Perimeter Solutions, SA
Comapany 29,
September  NamePerimeter
               2021        Solutions, SA
September
Page 5     29, 2021 Page 5
FirstName LastName
Information about Perimeter, page 116

18.      On page 118 you state that Perimeter is a technology and safety
leader, an industry leader
         and an innovation leader in oil additives. Please revise to provide
support for these
         statements.
19.      In relation to your material patents, please revise page 122 to
provide the type of patent
         protection for each patent, the patent expiration dates and the
jurisdictional breakdown.
         Please also specify whether any of Perimeter   s patents relate to its
oil additives business.
         Additionally, you state that Perimeter has an exclusive global license
with Stanford
         University and MIT. Please revise to provide the terms of any material
license
         agreements and, to the extent you are substantially dependent on such
license
         agreements, file the agreements as exhibits. Refer to Item 601(b)(10)
of Regulation S-K as
         required by Item 21(a) of Form S-4.
Cash Flows, page 136

20.      The significant increase in receivables had a material adverse impact
on Perimeter's 2021
         operating cash flow (page F-8). Please explain the specific reasons
why the receivables
         appear to have increased at a much higher rate than sales. Disclose
whether there was a
         material change in the aging of Perimeter's receivables portfolio at
June 30, 2021 relative
         to at December 31, 2020 and quantify the amount that has subsequently
been collected in
         cash. Explain also why the allowance for doubtful accounts decreased
whereas total
         receivables increased.
Management of Holdco after the Business Combination, page 154

21.      Please revise the director bios to briefly discuss the specific
experience, qualifications,
         attributes or skills that led to the conclusion that the person should
serve as a director for
         Holdco after the Business Combination. Refer to Item 401(e)(1) of
Regulation S-K as
         required by Item 19 of Form S-4.
Description of Holdco's Securities, page 159

22.      On page 163 you state:    A Holdco Warrant may be exercised only
during the period
         commencing on the date that is 30 days after the consummation of the
transactions
         contemplated by the Business Combination Agreement, and terminating at
5:00 p.m., New
         York City time on the earlier to occur of: (x) the date that is three
years after the date on
         which the Business Combination is completed or (y) such earlier date
as determined by
         the EverArc Warrant Instrument provided that if such day is not a
trading day, the trading
         day immediately following such day.    Please revise to specifically
describe how the
         earlier date is determined in (y) instead of referencing the EverArc
Warrant Instrument.
 Vivek Raj
FirstName  LastNameVivek   Raj
Perimeter Solutions, SA
Comapany 29,
September  NamePerimeter
               2021        Solutions, SA
September
Page 6     29, 2021 Page 6
FirstName LastName
Exhibits

23.      Please file the documentation concerning the debt commitment described
on pages 12-13
         and elsewhere, the Non-Compete Agreements, the EverArc Founder
Advisory Agreement,
         the Placing Agreement, the Incentive Unit grant agreement and the
Goldberg, Lederman
         and Horn Employment Agreements.
General

24.      Please revise the signatories to your registration statement to
provide the signature of
         your principal executive officer or officers, principal financial
officer, controller or
         principal accounting officer, and at least a majority of the board of
directors or persons
         performing similar functions. The registration statement shall also be
signed by your
         authorized representative in the United States. See Instruction 1 to
the Signatures section
         of Form S-4. Neither Vivek Raj nor Haitham Khouri, the current
signatories, appear to
         serve in any of these roles at Perimeter.
        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.

       You may contact Jenn Do at 202-551-3743 or Al Pavot at 202-551-3738 if
you have
questions regarding comments on the financial statements and related matters.
Please contact
Margaret Schwartz at 202-551-7153 or Laura Crotty at 202-551-7614 with any
other questions.



                                                               Sincerely,

                                                               Division of
Corporation Finance
                                                               Office of Life
Sciences
cc:      Flora Perez, Esq.