TEXT-EXTRACT 2 filename2.txt United States securities and exchange commission logo January 6, 2022 Richard Medway Chief Compliance Officer S-Evergreen Holding LLC 11400 S.E. 6th Street, Suite 125 Bellevue, WA 98004 Re: S-Evergreen Holding LLC Registration Statement on Form S-1 Filed December 22, 2021 File No. 333-261850 Dear Mr. Medway: 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. Form S-1 Filed December 22, 2021 Recent Developments, page 17 1. Please revise your registration statement to provide context for the preliminary operating income and net income, including qualitative and quantitative disclosure, by providing estimates for other financial statement line items during the same period, such as operating expenses and material other expenses, that would balance your disclosure. As a related matter, please expand your narrative disclosure to provide additional context for the preliminary financial information and metrics. Your discussion should address whether or not trends evidenced in the preliminary financial results are consistent with the trends discussed in Management's Discussion and Analysis of Financial Condition and Results of Operations. Richard Medway FirstName LastNameRichard S-Evergreen Holding LLC Medway Comapany January NameS-Evergreen Holding LLC 6, 2022 January Page 2 6, 2022 Page 2 FirstName LastName Preliminary Estimated Unaudited Financial Results ..., page 17 2. Please present with equal or greater prominence the comparable GAAP margin to "Adjusted EBITDA margin." 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 Ta Tanisha Meadows at 202-551-3322 or Doug Jones at 202-551-3309 if you have questions regarding comments on the financial statements and related matters. Please contact Stacey Peikin at 202-551-6223 or Jennifer L pez Molina at 202-551- 3792 with any other questions. Sincerely, Division of Corporation Finance Office of Trade & Services