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                            July 12, 2023

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

                                                        Re: North America
Cereal Co.
                                                            Amendment No. 1 to
Draft Registration Statement on Form 10
                                                            Submitted June 16,
2023
                                                            CIK No. 0001959348

       Dear Gary Pilnick:

             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 10 filed June
16, 2023

       Summary Unaudited Pro Forma Financial Data, page 23

   1.                                                   We note that the "pro
forma" amounts in the tables on page 24 appear to represent actual
                                                        amounts reflected in
your combined financial statements. Please revise your disclosure as
                                                        necessary.
       Our amended and restated certificate of incorporation will designate
Delaware as the exclusive
       forum, page 51

   2.                                                   We note your response
to prior comment 5. Please ensure your disclosure is consistent
                                                        with the scope of the
provision in Article 8 of your Amended and Restated Certificate of
                                                        incorporation field as
Exhibit 3.1.
 Gary Pilnick
North America Cereal Co.
July 12, 2023
Page 2
Notes to Combined Financial Statements
Note 12 - Contingencies, page F-28

3.       We note that you received insurance recoveries related to a 2021 fire
at one of your
         manufacturing facilities. Please tell us and disclose where you
classified the insurance
         proceeds on your statements of cash flows. In doing so, clarify if the
proceeds related to
         destruction of productive assets or to business interruption claims.
See ASC 230-10-45-
         21B.
       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.



FirstName LastNameGary Pilnick                                 Sincerely,
Comapany NameNorth America Cereal Co.
                                                               Division of
Corporation Finance
July 12, 2023 Page 2                                           Office of
Manufacturing
FirstName LastName