United States securities and exchange commission logo





                             March 9, 2023

       Gary Pilnick
       President
       North America Cereal Co.
       One Kellogg Square
       Battle Creek, Michigan 49016

                                                        Re: North America
Cereal Co.
                                                            Draft Registration
Statement on Form 10
                                                            Submitted February
10, 2023
                                                            CIK No. 0001959348

       Dear Gary Pilnick:

              We have reviewed your 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.

       Draft Registration Statement on Form 10, submitted February 10, 2023

       Summary, page 1

   1.                                                   Please revise your
summary to provide a more balanced discussion of your company and
                                                        products. Balance the
discussion of your strengths on page 2 with an equally prominent
                                                        discussion of your
weaknesses, including your plan to incur indebtedness prior to or at the
                                                        time of the
distribution.
 Gary Pilnick
FirstName  LastNameGary
North America  Cereal Co. Pilnick
Comapany
March      NameNorth America Cereal Co.
       9, 2023
March2 9, 2023 Page 2
Page
FirstName LastName
Conditions to the Spin-Off, page 16

2.       We note your disclosure that the spin-off is subject to the
satisfaction or waiver of certain
         conditions. Please revise to disclose any material consequences to
stockholders if Kellogg
         ParentCo Board waives any of the conditions described and proceeds
with the spin-off.
         Please include appropriate risk factor disclosure.
Business disruptions could have an adverse effect on our business, financial
condition and results
of operations, page 23

3.       We note your risk factor that you may be subject to cyberattacks.
Update your risks
         characterized as potential if you have experienced a cyberattack.
Risk Factors, page 23

4.       We note your disclosure that you were adversely impacted by a fire and
strike in 2021.
         Please revise your related risk factor disclosure so that investors
have a better appreciation
         of these related risks.
Our amended and restated certificate of incorporation will designate Delaware
as the exclusive
forum, page 51

5.       Please revise to update the disclosure so that it is consistent with
the scope of your
         exclusive forum provision disclosed on page 146.
Unaudited Pro Forma Combined Financial Statements, page 70

6.       Although you indicate that the pro forma financial statements will
give effect to the
         Separation and Distribution Agreement, the Transition Services
Agreement and the Tax
         Matters Agreement between you and Kellogg ParentCo, your disclosures
throughout the
         filing indicate that such agreements have not yet been finalized.
Please tell us when you
         expect to finalize these agreements and how such status will impact
your pro forma
         presentation, if at all.
Management's Discussion and Analysis of Financial Condition and Results of
Operations, page
74

7.       Where you describe two or more factors that contributed to a material
change in a
         financial statement line item between periods, please quantify
throughout your results of
         operations discussion, where possible, the extent to which each factor
contributed to the
         overall change in that line item. As an example, you attribute the
decline in net sales and
         gross profit from fiscal year 2020 to 2021 to strong 2020
pandemic-related growth and
         challenging supply conditions in 2021, including a third-quarter fire
at one of your U.S.
         plants and a subsequent fourth-quarter strike affecting all U.S.
plants. Please quantify the
         extent to which the overall change is attributable to each identified
factor and, for net
         sales, further describe the extent to which fluctuations are
attributable to changes in prices,
 Gary Pilnick
FirstName  LastNameGary
North America  Cereal Co. Pilnick
Comapany
March      NameNorth America Cereal Co.
       9, 2023
March3 9, 2023 Page 3
Page
FirstName LastName
         changes in the volume or amount of goods being sold, or to the
introduction of new
         products. Refer to Item 303 of Regulation S-K and SEC Releases No.
33-6835 and 33-
         8350.
8.       We note your discussion of inflationary pressures on page 77. Please
revise your MD&A
         disclosures to expand upon the principal factors contributing to your
inflationary
         pressures, the actions planned or taken, if any, to mitigate the
inflationary pressures, and
         to quantify the resulting impact on your results of operations and
financial condition.
9.       On page 80, you cite "challenging supply conditions" as a reason for
the decline in gross
         margin from fiscal year 2020 to 2021. Please address the following
comments related to
         your supply chain disruptions:

                Revise your MD&A disclosures to more fully address whether and
how supply
              disruptions materially affect your outlook or business goals.
Specify whether these
              challenges have materially impacted your results of operations or
capital resources
              and quantify, to the extent possible, how your sales, profits,
and/or liquidity have
              been impacted.

                Discuss known trends or uncertainties resulting from mitigation
efforts undertaken, if
              any, to alleviate supply chain disruptions. Explain whether any
mitigation efforts
              introduce new material risks, including those related to product
quality, reliability, or
              regulatory approval of products.
Liquidity and Capital Resources, page 81

10.      You indicate that the decrease in your operating cash flows for the
periods presented was
         primarily due to lower profitability in 2021, as a result of strong
2020 pandemic-related
         net sales growth and challenging supply conditions in 2021, and
changes in inventory,
         without further discussion of working capital components. Please
expand your disclosure
         to discuss the underlying reasons for material working capital
fluctuations, such as
         changes in trade receivables, accounts payable and accrued advertising
and promotions.
         See Section IV.B of SEC Release No. 33-8350.
Business
Proven Strength in Product and Marketing Innovation, page 89

11.      We note your disclosure that you have "a number of high-profile
partnerships." Please
         elaborate on these partnerships and disclose the material terms of
these partnerships.
         Please file any material agreements as exhibits in a future amendment.
Management, page 98

12.      Please describe the extent and nature of the role of the board of
directors in overseeing
         cybersecurity risks, including in connection with the company   s
supply
         chain/suppliers/service providers.
 Gary Pilnick
North America Cereal Co.
March 9, 2023
Page 4
Notes to Combined Financial Statements
General, page F-8

13.      Please tell us and disclose, as applicable under ASC 855-10-50-1, the
date through which
         subsequent events have been evaluated.
Note 10. Related Party Transactions, page F-25

14.      We note your disclosure that your financial statement do not
necessarily include all the
         expenses that would have been incurred had you been a separate,
stand-alone entity.
         Please disclose, when practicable, management   s estimate of what
your expenses would
         have been on a stand-alone basis, that is, the cost that would have
been incurred if you had
         operated as an unaffiliated entity. Provide this disclosure for each
year for which an
         income statement was required when such basis produced materially
different results. See
         Question 2 of SAB Topic 1.B.1.

General

15.      You state that the company experienced inflationary pressures. Please
expand to identify
         the principal factors contributing to the inflationary pressures the
company has
         experienced and clarify the resulting impact to the company.
16.      Please update your disclosure to identify actions planned or taken, if
any, to mitigate
         inflationary pressures.
17.      Please disclose whether and how your business segments, products,
lines of service,
         projects, or operations are materially impacted by supply chain
disruptions, especially in
         light of Russia   s invasion of Ukraine. For example, discuss whether
you have or expect to:
             suspend the production, purchase, sale or maintenance of certain
items;
             experience higher costs due to constrained capacity or increased
commodity prices of
              challenges sourcing materials;
             experience surges or declines in consumer demand for which you are
unable to
              adequately adjust your supply; or
             be unable to supply products at competitive prices or at all due
to export restrictions,
              sanctions, or the ongoing invasion.

       Explain whether and how you have undertaken efforts to mitigate the
impact and where
       possible, quantify the impact to your business.
FirstName LastNameGary Pilnick
18.    To the extent material, disclose any new or heightened risk of potential
cyberattacks by
Comapany
       stateNameNorth   America
            actors or others sinceCereal Co.invasion of Ukraine and whether you
have taken
                                   Russia   s
March actions
       9, 2023 to mitigate
                Page 4     such potential risks.
FirstName LastName
 Gary Pilnick
FirstName  LastNameGary
North America  Cereal Co. Pilnick
Comapany
March      NameNorth America Cereal Co.
       9, 2023
March5 9, 2023 Page 5
Page
FirstName LastName
19.      Please revise your disclosures to ensure that the sections your cross
reference are accurate
         and consistent. In that regard, we note your cross reference on page
16 to    The
         Separation   Conditions to the Distribution    does not appear to
exist. Please advise or
         revise.
       You may contact Ernest Greene at 202-551-3733 or Andrew Blume at
202-551-3254 if
you have questions regarding comments on the financial statements and related
matters. Please
contact Erin Donahue at 202-551-6063 or Asia Timmons-Pierce at 202-551-3754
with any other
questions.



                                                               Sincerely,

                                                               Division of
Corporation Finance
                                                               Office of
Manufacturing