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                            January 20, 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
                                                            Response dated
January 10, 2022
                                                            File No. 333-261850

       Dear Mr. Medway:

              We have reviewed your response 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.
Unless we note
       otherwise, our references to prior comments are to comments in our
January 6, 2022 letter.

       Form S-1

       Recent Developments
       Preliminary Estimated Unaudited Financial Results for the Three Months
and the Fiscal Year
       Ended January 1, 2022 , page 18

   1.                                                   We note your proposed
revised disclosure in response to comment 1, which includes a
                                                        placeholder for the
amount of operating expenses. To ensure balanced disclosure please
                                                        consider including the
operating expenses in the table beginning on page 17.
 Richard Medway
FirstName  LastNameRichard
S-Evergreen  Holding LLC Medway
Comapany
January 20,NameS-Evergreen
            2022           Holding LLC
January
Page 2 20, 2022 Page 2
FirstName LastName
Form S-1

Unaudited Pro Forma Condensed Combined Balance Sheet, page 90

2.       It appears the $498,079 amount for additional paid in capital in the
"Transaction
         Accounting Adjustments - Initial Public Offering" column is a
combination of footnotes
         5E and 5F. Please advise and revise accordingly. For clarity to
investors, detail how the
         amount of the adjustment was derived.
Note 1. Basis of Presentation, page 94

3.       Note D states the adjustment for the dividend payment is reflected as
a reduction to
         members' equity but is shown in the line for additional paid in
capital in the pro forma
         balance sheet. Please revise as appropriate.
Note 6. Unaudited Pro Forma Condensed Combined Statements of Operations
Adjustments,
page 99

4.       Note AG states it reflects the estimated tax effect of the pro forma
adjustments using the
         estimated blended statutory tax rate of 28%. However, the income tax
expense adjustment
         amounts in the "Business Combination" and "Initial Public Offering"
transaction
         accounting adjustments columns in the interim and annual pro forma
statements of
         operations do not appear to be computed based on this rate. Please
advise and revise as
         appropriate.
5.       Please disclose in note AF how the interest adjustment for the interim
and annual periods
         was computed.
6.       In note AH, please disclose the basis for the number of weighted
average number of
         common stock outstanding for basic purposes and the number of options
in each period.
         Additionally, clarify whether options are or are not to be included in
determining the
         weighted average number of common stock outstanding for diluted
purposes for the
         annual period.
       You may contact Tatanisha 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 Jennie Beysolow at 202-551-8108 or Jennifer L  pez Molina at
202-551-3792 with any
other questions.



                                                               Sincerely,

                                                               Division of
Corporation Finance
                                                               Office of Trade
& Services
cc:      Lawrence G. Wee