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United States securities and exchange commission logo
June 26, 2023
Michael Carlet
Chief Financial Officer
Snap One Holdings Corp.
1800 Continental Boulevard, Suite 200
Charlotte, NC 28273
Re: Snap One Holdings
Corp.
Form 10-K for the
Fiscal Year Ended December 30, 2022
Filed March 15,
2023
File No. 001-40683
Dear Michael Carlet:
We have limited our review of your filing to the financial
statements and related
disclosures 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 these comments within ten business days by
providing the requested
information or advise us as soon as possible when you will respond. If
you do not believe our
comments apply to your facts and circumstances, please tell us why in
your response.
After reviewing your
response to these comments, we may have additional comments.
Form 10-K for the Year Ended December 30, 2022
Exhibits 31.1 and 31.2 Section 302 Certifications, page 1
1. We note that your
Section 302 Certifications do not include paragraph 4(b) or the
introductory language
in paragraph 4 referring to internal control over financial reporting.
Paragraph 4(b) should
state that you have Designed such internal control over financial
reporting, or caused
such internal control over financial reporting to be designed under our
supervision, to provide
reasonable assurance regarding the reliability of financial reporting
and the preparation of
financial statements for external purposes in accordance with
generally accepted
accounting principles. In light of the fact that this is the second Form
10-K you have filed
since your IPO, it appears that this disclosure is required. Please
amend your Form 10-K
and Form 10-Q for the quarter ended March 31, 2023, to include
revised certifications
with this additional disclosure. Your amended filings should include
the cover page,
explanatory note, signature page and paragraphs 1, 2, 4 and 5 of the
Section 302
Certifications. See Item 601(b)(31) of Regulation S-K and Question 246.13
Michael Carlet
Snap One Holdings Corp.
June 26, 2023
Page 2
of the SEC Staff s Regulation S-K Compliance & Disclosure
Interpretations.
In closing, 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.
You may contact Stephany Yang at (202) 551-3167 or Claire Erlanger at
(202) 551-3301
with any questions.
FirstName LastNameMichael Carlet Sincerely,
Comapany NameSnap One Holdings Corp.
Division of
Corporation Finance
June 26, 2023 Page 2 Office of
Manufacturing
FirstName LastName