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                               June 22, 2022

       Paul Bay
       Chief Executive Officer
       Ingram Micro Holding Corp.
       3351 Michelson Drive, Suite 100
       Irvine, CA 92612

                                                        Re: Ingram Micro
Holding Corp.
                                                            Amendment No. 1 to
Draft Registration Statement on Form S-1
                                                            Submitted June 2,
2022
                                                            CIK No. 0001897762

       Dear Mr. Bay:

             We have reviewed your amended 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.

       Amendment No. 1 to Draft Registration Statement on Form S-1

       Capitalization, page 69

   1.                                                   Please revise to give
effect in the as adjusted column to the CLS Sale and related
                                                        transactions, such as
those referenced in footnotes (2) and (4) to the table. Also, revise the
                                                        pro forma information
on page 73 to include both pro forma balance sheet and statement
                                                        of income information
related to these transactions. Refer to Article 11 of Regulation S-
                                                        X.
 Paul Bay
FirstName  LastNamePaul Bay
Ingram Micro  Holding Corp.
Comapany
June       NameIngram Micro Holding Corp.
     22, 2022
June 22,
Page 2 2022 Page 2
FirstName LastName
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Non-GAAP Financial Measures
Adjusted Income from Operations and Adjusted Income from Operations Margin,
page 112

2.       We have reviewed your response to comment 13 noting it does not appear
to address our
         comment in its entirety. Please tell us how you addressed the
following:
             Retitling the adjusted income from operations, net of income taxes
non-GAAP
              measure to better reflect what it actually represents, such as
"adjusted net
              income" and
             Presenting return on invested capital using GAAP net income,
whenever adjusted
              return on invested capital is presented.
         In addition, present other discrete items separately from any tax
adjustments and disclose
         in greater detail with quantification for each period presented the
nature of each non-
         GAAP adjustment being made.
Liquidity and Capital Resources
Capital Resources, page 117

3.       We note your amended disclosure in response to comment 14. Please
expand the
         disclosure to discuss whether a material portion of your cash and cash
equivalents is
         located in China and if those funds will be used to finance operations
in other foreign
         jurisdictions. If so, discuss any related risks and to the extent that
you have cash
         management policies related to the transfer or use of those funds,
please summarize the
         policies.
Business
Our Products and Solutions, page 138

4.       We note your amended disclosure in response to comment 15, and we
reissue in part.
         Please expand your disclosure to discuss the nature of your revenue
steams for each line
         of business. For example, to the extent you have customer contracts in
any of your lines
         of business, disclose the material terms and how such contracts vary
between lines of
         business. Please ensure that your disclosure includes the length of
such contracts, renewal
         terms, pricing terms and termination provisions.
Audited Consolidated Financial Statements
Note 11 - Segment Information, page F-42

5.       We read your response to comment 21. Segment-related information is
disclosed on a
         management approach basis and disclosure of certain segment-related
amounts is not
         required, if those amounts are not reviewed by the chief operating
decision maker.
         However, this provision and the operating segment aggregation criteria
in ASC 280-10-
         50-11 do not apply to entity-wide disclosures. Please disclose the
revenues from external
         customers for each product and service or each group of similar
products and services. In
 Paul Bay
Ingram Micro Holding Corp.
June 22, 2022
Page 3
      this regard, you list five product categories on pages 84 and 85.
Alternatively, if
      providing this disclosure is impracticable (which is expected to be
rare), please tell us the
      specific aspects of providing this disclosure that are impracticable and
explain in detail
      why each aspect is impracticable. If your impracticability assertion for
one or more
      specific aspects surrounds excessive cost, please also demonstrate how
you determined
      the cost would be excessive. Refer to ASC 280-10-05-5, ASC 280-10-50-40
and
      paragraphs 67 to 69 in the basis for conclusions section of Statement
131.
       You may contact Keira Nakada at 202-551-3659 or Rufus Decker at
202-551-3769 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Alyssa Wall at 202-551-8106 or Jennifer Lopez Molina at 202-551-3792
with any other
questions.



                                                             Sincerely,
FirstName LastNamePaul Bay
                                                             Division of
Corporation Finance
Comapany NameIngram Micro Holding Corp.
                                                             Office of Trade &
Services
June 22, 2022 Page 3
cc:       Cristopher Greer
FirstName LastName