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                            June 20, 2024

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

                                                        Re: Ingram Micro
Holding Corporation
                                                            Amendment No. 11 to
Draft Registration Statement on Form S-1
                                                            Submitted June 10,
2024
                                                            CIK No. 0001897762

       Dear Paul Bay:

            We have reviewed your amended draft registration statement and have
the following
       comment(s).

              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 a comment applies 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 this
letter and your amended
       draft registration statement or filed registration statement, we may
have additional
       comments. Unless we note otherwise, any references to prior comments are
to comments in our
       October 12, 2023 letter.

       Amendment No. 11 to Draft Registration Statement on Form S-1

       Summary
       Recent Developments, page 12

   1.                                                   Please provide
preliminary information as to (a) your earnings per share and (b) the
                                                        comparable GAAP ratio
to adjusted return on invested capital. Also, discuss whether the
                                                        trends in revenues and
other measures presented during the recent period are consistent
                                                        with those discussed in
management's discussion and analysis. Finally, remove your
                                                        statement that your
final results may differ materially from the estimates you are
                                                        presenting, as it
implies that investors should not rely on the information presented.
 Paul Bay
FirstName  LastNamePaul Bay
Ingram Micro  Holding Corporation
Comapany
June       NameIngram Micro Holding Corporation
     20, 2024
June 20,
Page 2 2024 Page 2
FirstName LastName
Summary Historical and Unaudited Pro Forma Condensed Combined Financial and
Other Data
Non-GAAP Financial Measures, page 25

2.       Net income is the comparable GAAP measure to adjusted net income, the
numerator used
         in computing adjusted return on invested capital. Please use net
income, rather than
         income from operations after taxes, for the numerator used in
computing the comparable
         GAAP ratio. Refer to Item 10(e)(1)(i)(A) and (B) of Regulation S-K and
Question
         102.10(a) of the Non-GAAP Financial Measures Compliance and Disclosure
         Interpretations.
General

3.       Please present and discuss net income margin when adjusted EBITDA
margin and/or non-
         GAAP net income margin are presented and discussed in your
supplemental
         materials. Please present and discuss net income CAGR when adjusted
EBITDA CAGR is
         presented and discussed in your supplemental materials. Please present
and discuss
         cumulative net income, cumulative operating cash flows and net income
to operating cash
         flow conversion rate when cumulative adjusted EBITDA, cumulative
adjusted free cash
         flow and adjusted EBITDA to adjusted free cash flow conversion rate
are presented and
         discussed in your supplemental materials. Refer to Rule 100(a) of
Regulation G.
       Please 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 Mara Ransom at 202-551-3264 with any
other
questions.



                                                            Sincerely,

                                                            Division of
Corporation Finance
                                                            Office of Trade &
Services
cc:      Cristopher Greer