July 5, 2024

Russell Ford
Chief Executive Officer
Dynasty Parent Co., Inc.
6710 North Scottsdale Road, Suite 250
Scottsdale, AZ 85253

       Re: Dynasty Parent Co., Inc.
           Draft Registration Statement on Form S-1
           Submitted June 7, 2024
           CIK No. 0002025410
Dear Russell Ford:

       We have reviewed your 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.

Draft Registration Statement on Form S-1 filed June 7, 2024
Cover Page

1.     Please provide an identification of the nature of the underwriting
arrangement. See Item
       501(b)(8) of Regulation S-K.
Prospectus Summary, page 1

2.     We note that on page 4 and 88, you present the non-GAAP measure,
Adjusted EBITDA,
       but do not present the most directly comparable GAAP measure, Net loss,
with equal or
       greater prominence. For each non-GAAP financial measure you present,
please present
       the most directly comparable GAAP measure with equal or greater
prominence as
       required by Item 10(e)(1)(i)(A) of Regulation S-K and Question 102.10 of
the Division of
       Corporation Finance   s Compliance & Disclosure Interpretations on
Non-GAAP Financial
       Measures.
 July 5, 2024
Page 2
3.     Please balance the disclosure in your summary by prominently disclosing
your level of
       indebtedness, history of losses and challenges you face.
Summary Historical Consolidated Financial Information, page 17

4.     Footnote (2) on page 18 indicates that management uses EBITDA to
evaluate your
       performance, allocate resources and measure leverage, as such, it
appears you are using
       EBITDA as both a performance and liquidity measure. Please clarify
whether the
       measure is used for liquidity purposes and if so, please revise future
filings to reconcile
       the measure to the most directly comparable GAAP measure, cash flows
from operating
       activities.
Risk Factors, page 20

5.     We note your risk factors indicating that inflation has affected your
operations that there
       is significant inflationary on wages. Please expand to identify the
principal factors
       contributing to the inflationary pressures the company has experienced
and clarify the
       resulting impact to the company.
Use of Proceeds, page 60

6.     We note that you "intend to use the net proceeds from this offering to
repay certain
       indebtedness." Please revise to set forth the interest rate and maturity
of such
       indebtedness. If the indebtedness to be discharged was incurred within
one year, describe
       the use of the proceeds of such indebtedness other than short-term
borrowings used for
       working capital. See Item 504 of Regulation S-K.
7.     We note your disclosure stating the principal purposes for which the net
proceeds to you
       from the securities to be offered are intended to be used. Revise your
disclosure to include
       the approximate amount intended to be used for each such purpose. See
Item 504 of
       Regulation S-K.
EBITDA, Adjusted EBITDA and Adjusted EBITDA Margin, page 69

8.     We note that you include disclosure of Adjusted EBITDA Margin. Please
revise to
       include disclosure of the most comparable GAAP measure, presumably net
income/loss
       margin, whenever you disclose this non-GAAP measure. See Item
10(e)(1)(i)(A) of
       Regulation S-K and Question 102.10(a) of the SEC Staff's C&DI on
Non-GAAP
       Financial Measures
Results of Operations, page 72

9.     Your disclosure indicates that revenue increased as a result of both
volume and price
       growth. In future filings, please quantify the impact of the individual
factors impacting
       your results of operations. Additionally, we note the volume increases
were partially
       offset by ongoing supply chain delays that impacted the availability of
parts and
       ultimately engine throughput across all of our end markets. To the
extent there have been
       material impacts to your results of operations, revise future results of
operations
       discussions to quantify such impacts.
 July 5, 2024
Page 3
Liquidity and Capital Resources, page 75

10.    We note your risk factor on page 50 where you indicate that your ability
to pay dividends
       will rely on cash flow generated by your subsidiaries and there may be
restrictions on
       your subsidiaries limiting their ability to pay dividends to you. Given
the holding
       company structure noted, please revise your disclosures to discuss any
material
       restrictions on your ability to transfer funds from your operating
subsidiaries and the
       potential impact on your liquidity. Additionally, given you are a
holding company, please
       tell us what consideration you gave to the need for parent only
financial statements under
       Rules 5-04 and 12-04 of Regulation S-X.
Research and Development, Patents, Trademarks and Licenses, page 98

11.    Please provide a list of any patents, trademarks, or licenses you own
including their period
       of validity and issuing country.
Notes to the Audited Financial Statements
Note 2. Summary of Significant Accounting Policies
(f) Revenue Recognition, page F-11

12.    We note that you recognize revenues under fixed price and time and
materials contracts,
       which recognize revenue over time proportionately to costs incurred
relative to total
       expected costs to satisfy the performance obligation. We also note that
this type of
       percentage of completion accounting depends on your ability to make
reasonably
       dependable cost estimates, costs may be incurred over a period of
several years, and
       estimation of these costs requires the use of judgment. Since it appears
a significant
       portion of your revenues are recognized using this method, a significant
change in one or
       more of these estimates could affect your results. Please revise the
notes to your financial
       statements to disclose the impact of changes in contract estimates on
your results during
       each period presented, including an analysis of the underlying reasons
for the changes in
       estimates. Please refer to ASC 250-10-50-4. Additionally, please revise
your Critical
       Accounting Estimates section of MD&A to provide the gross amount of
favorable and
       unfavorable adjustments to contract estimates to complete for each
period presented. To
       the extent material, please revise your disclosure to address such
circumstances,
       accompanied by an appropriate level of analysis of the underlying
reasons for the
       significant changes. We believe such disclosure will give investors more
insight to the
       estimation process associated with your contracts, as discussed in
Critical Accounting
       Estimates,    and the separate potential impacts on your results.
 July 5, 2024
Page 4
Note 4. Revenue Recognition, page F-25

13.    We note from your disclosure in Note 4 that you present disaggregated
revenue
       information only by segment. However, it appears from your discussion in
the results of
       operations section of MD&A, that you discuss revenue trends in your end
markets of
       commercial aerospace, military and business aviation. Please tell us the
consideration
       given to presenting additional disaggregated revenue by categories such
as end market
       or contract type, as set forth in the guidance in ASC 606-10-50-5 and
606-10-55-89
       through 55-91.
General

14.    Please revise to provide disclosure of Commission's position on
indemnification for
       Securities Act liabilities in the prospectus instead of in Part II. See
Item 510 of Regulation
       S-K.

       Please contact Mindy Hooker at 202-551-3732 or Claire Erlanger at
202-551-3301 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Eranga Dias at 202-551-8107 or Asia Timmons-Pierce at 202-551-3754 with
any other
questions.



                                                             Sincerely,

                                                             Division of
Corporation Finance
                                                             Office of
Manufacturing