LVSLas Vegas Sands

You disclose that the VML subconcessions agreement expired on December 31, 2022 and that the Gaming Assets reverted to, and are now owned by the Macao government. You further disclose that effective January 1, 2023, the Gaming Assets were temporarily transferred to VML for the duration of the Concession in return for annual payments.

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Please tell us how you accounted for transfer of the assets to the Macao Government on December 31, 2022 and the subsequent temporary transfer back to VML for annual payments. Within your response, please reference the authoritative accounting literature management relied upon.

In response to the Staff's comment, the Company advises that until December 31, 2022, the Gaming Assets (as defined below) were property and equipment of Venetian Macau Limited (“VML”), an indirect subsidiary of the Company. In accordance with the terms of VML’s Subconcession contract, the Gaming Assets automatically “reverted” to the Macao government upon its expiry at midnight on December 31, 2022.

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However, because VML had been awarded a new gaming Concession effective January 1, 2023, the Gaming Assets were instantaneously transferred back to VML from the Macao government for the duration of VML’s new Concession (10 years). The Company continued to recognize the Gaming Assets as assets of VML because VML never lost possession or the right to control, use and earn income from them. Said another way, control of the Gaming Assets never transferred to the Macao government. This results in a model similar to a failed sale-and-leaseback in which the assets remained on the books of VML. No

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Securities and Exchange Commission consideration was received by VML from the Macao government as a result of the reversion and therefore there is no financing to record; the payment obligations to the Macao government were attributed to the gaming rights contemporaneously received and as such, the Company recognized an intangible asset on January 1, 2023 for the right to operate the Gaming Assets. Refer to below assessment for the treatment of the Gaming Assets.

Background Information

In December 2002, VML, entered into a gaming subconcession agreement (the “Subconcession”) with Galaxy Casino, S.A. ("Galaxy"), which was approved by the Macao government. The Subconcession allowed VML to develop and operate certain casino projects in Macao until June 26, 2022 and was subsequently extended to December 31, 2022. Pursuant to the extended Subconcession, at the end of the term on December 31, 2022, all of VML's casinos including gaming areas and supporting gaming areas as listed (the "Casinos") and gaming-related equipment (the “Gaming Equipment,” and together with the Casinos, the “Gaming Assets”) were automatically transferred to the Macao government without compensation to VML. In December 2022, VML was awarded a 10-year gaming concession by the Macao government (the “Concession”) ending on December 31, 2032.

On December 30, 2022, VML, Venetian Cotai Limited ("VCL"), Cotai Strip Lot 2 Apart Hotel (Macau) Limited ("CSL2") and Venetian Orient Limited ("VOL"), all indirect subsidiaries of the Company, signed a reversion deed to revert the legal ownership of the Gaming Assets to the Macao government without any compensation on the expiry of the Subconcession on December 31, 2022. Also on December 30, 2022, VML signed a handover record with the Macao government to receive the temporary transfer of the Gaming Assets to VML for its enjoyment, fruition and use by payment of an annual fee to the Macao government based on annual rates as defined in the handover record and illustrated below and total square meters of the gaming area and the supporting area over the new concession term (the "Handover Record"). The Handover Record was effective January 1, 2023, which occurred immediately after the Gaming Assets reverted to the Macao government. The Casinos and the Gaming Equipment are located in Sands Macao, The Venetian Macao, The Plaza Macao and Four Seasons Macao, The Londoner Macao and The Parisian Macao, with a total area of approximately 136,000 square meters (representing approximately 4.7% of the total property area owned by these entities) and are a physically distinct portion of our integrated resorts. While the Gaming Assets are physically distinct, they form part of the overall integrated resort offering that features premium hotel accommodations, gaming, entertainment and retail malls, convention and exhibition facilities, restaurants and other amenities.

During the Concession term, any replacements, improvements and maintenance costs related to the Gaming Assets will be borne by VML. Legal title for the Gaming Assets reverted remains with the Macao government, but VML will have legal title to any new purchases and replacements; however, these assets will revert to the Macao government at the end of the Concession as they are subject to a reversion clause in the Concession.

Management's Assessment

Treatment of the Gaming Assets as of December 31, 2022

The Company believes the reversion of the Gaming Assets, as well as the Handover Record, should be treated as a single transaction arising from entering into the Concession as the contracts have a single commercial objective.

As VML transferred legal title of the Gaming Assets to the Macao government and instantaneously obtained an exclusive right to operate the Gaming Assets for the duration of the Concession, the Company assessed the transfer of control over these assets. As control was not transferred to the Macao government, these transfers were akin to a failed sale-and-leaseback.

Under ASC 842, a sale-and-leaseback transaction involves the transfer of an asset by an owner (“seller-lessee” being VML) to an acquirer (“buyer-lessor” being the Macao government) and a transfer of the right to control the use of that same asset back to the original owner for an agreed period. The seller-lessee and

Sands Macao | The Venetian Macao | Four Seasons Macao | The Plaza Macao | The Londoner Macao | The Parisian Macao | Marina Bay Sands buyer-lessor must determine whether the seller-lessee transfers control of the underlying asset to the buyer-lessor. If so, the transfer of the asset is a sale and both parties may apply successful sale-and-leaseback accounting.

For the transfer of an asset to be accounted for as a sale, ASC 842 points to ASC 606-10-25. The first analysis required the Company to assess if all of the contract existence criteria are met. If the existence criteria are not met, the transfer cannot be accounted for as a sale-and-lease back. Under ASC 606-10-25-1, the Company determined the Handover Record did not meet all of the contract requirements per ASC 606-10-25-1. Specifically, the Company noted the following:

a.The parties to the contract have approved the contract (in writing, orally, or in accordance with other customary business practices) and are committed to perform their respective obligations. VML and the Macao government signed the Concession on December 16, 2022 and the Handover Record on December 30, 2022, and each party is committed to perform their respective obligations. (Met) b.The entity can identify each party’s rights regarding the goods or services to be transferred. Each party's rights regarding the Gaming Assets to be transferred are identified and documented in the Concession. (Met) c.The entity can identify the payment terms for the goods or services to be transferred. There are no "cash" payment terms for the transferred assets as VML is not entitled to any compensation from the Macao government; however, the absence of non-monetary consideration does not preclude each party from identifying the payment terms as the consideration is zero and is identified in the contract. (Met) d.The contract has commercial substance (that is, the risk, timing or amount of the entity’s future cash flows is expected to change as a result of the contract). Other than the additional payments related to the Handover Record, the timing and amount of VML's future cash flows as it relates to the operation of the Gaming Assets does not change as VML continues to generate revenues from the output of the Gaming Assets. Specifically, the nature, timing and configuration of the cash flows to be generated from the Gaming Assets have not changed as a result of the Handover Record and the Concession. The additional payments that VML is required to make per the Handover Record represent payments for the right to operate Gaming Assets in Macao and do not affect the cash flows from the Gaming Assets themselves. Additionally, VML's responsibility for the maintenance and improvements for the Gaming Assets did not change as a result of the Concession compared to the Subconcession. (Not met) e.It is probable that the entity will collect substantially all of the consideration to which it will be entitled in exchange for the goods or services that will be transferred to the customer (see paragraphs 606-1055-3A through 55-3C). VML does not have a present right to payment in exchange for transferring these assets to the Macao government as there is no consideration for VML to collect. (Not applicable)

The payments that VML is required to make per the Handover Record represent payments for the right to operate the Gaming Assets, as evidenced by the fact that the required payments made are associated with the Gaming Assets being operated, whether or not they are Gaming Assets that were subject to the Handover Record. That is, if the Company were to replace the Gaming Assets during the term of the concession, the Company would be required to make the same payment stipulated in the Handover Record even though these replacement assets were not subject to the Handover Record. Said another way, the Company is required to make the payments related to assets that are both legally owned by the Macao government and legally owned by VML. For these reasons, the Company believes these payments are not associated with the Gaming Assets subject to the Handover Record. Once these payments are removed and attributed to the right to operate Gaming Assets in Macao (an intangible asset as discussed further below), there is no change in the risk, timing or amount of VML's future cash flows resulting from the reversion of the Gaming Assets and the Handover Record. Accordingly, the Company has concluded the reversion of the Gaming Assets combined with the Handover Record, lacks commercial substance.

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Even if a contract were deemed to exist, in order for VML to derecognize the Gaming Assets, control of the Gaming Assets would need to have been transferred to the Macao government. Under ASC 606-10-25-25, to have control, the buyer-lessor must have the ability to direct the use of, and obtain substantially all of the remaining benefits from, the asset. Control includes the ability to prevent other entities from directing the use of, and obtaining the benefits from, an asset. The Company determined control was not transferred to the Macao government based on the following indicators:

•VML directs and uses the assets to provide gambling services, which in turn provides revenue to VML. The Macao government does not use the assets to provide goods or services.

•VML, and not the Macao government, directs and uses the Gaming Assets to attract patrons to its Integrated Resorts globally resulting in increased cash inflows across its hotel operations, food and beverage services, and mall, MICE and entertainment offerings in its Integrated Resorts.

•The Macao government does not have the exclusive use of the Gaming Assets as this right belongs to VML and it is VML who can prevent others from using it.

•The Macao government does not have the right to pledge the Gaming Assets as collateral, the right to sell or exchange the Gaming Assets or the right to use the Gaming Assets as nonmonetary consideration in a transaction with a third-party.

The Company also considered the control indicators in ASC 606-10-25-30, which further supports our conclusion that control of the Gaming Assets did not transfer to the Macao government due to the following indicators from the view of the Macao government (buyer):

•The Macao government does not have the risk and rewards of ownership as they are not responsible for maintenance, damage or obsolescence arising from the usage of the Gaming Assets. Additionally, the Macao government did not transfer consideration to acquire the Gaming Assets and therefore do not have any associated capital risk in which they would need to recover through charging rental payments or from the residual value of the assets. VML has the full risks and rewards of ownership of these Gaming Assets and any damage or obsolescence which requires repairs and maintenance, replacement and construction, etc. relating to these Gaming Assets are borne by VML.

•The Macao government does not take physical possession of the Gaming Assets as they are located within and are part of the Integrated Resorts and are in the physical possession of VML.

•The Macao government did not and is not making any payment in exchange for the Gaming Assets.

•The Macao government is not a party to any contract with the brand owners, manufacturers or suppliers of any Gaming Assets, including IP licenses, sale and purchase agreements, support contracts and warranty periods. VML is party to all such agreements in place from time to time.

Other considerations supporting the conclusion that control was not transferred to the Macao government from VML's perspective are the following:

•VML has the intent and does exclusively possess and control the Gaming Assets and can prevent others from using them. Furthermore, the primary output of the Gaming Assets is gross gaming revenue and VML is entitled to 100% of the gross gaming revenue produced from exploitation of the Gaming Assets.

The Company notes that under a typical sale-and-leaseback transaction the seller-lessee retains physical possession during the leaseback period. However, when a buyer-lessor transfers consideration in exchange for the assets, the buyer-lessor demonstrates risk and rewards of ownership. The buyer-lessor has risk since it advanced consideration (transferred assets) to acquire the leased assets. This investment in the acquired property is at risk and recovered through rents and the residual value of the property. Here, as the Macao government did not transfer consideration for the Gaming Assets, it has no risk related to the assets. Consequently, the only indicator set forth in ACS 606-10-25-30 that suggests control might have transferred is the transfer of title. The Company has concluded this is not sufficient to conclude control transferred and therefore the Company did not derecognize the Gaming Assets.

The below analysis is supplemental and provides additional support for the accounting conclusion that the transaction should not be accounted for as a sale and the Gaming Assets should not be derecognized.

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Notwithstanding the Company's conclusion that control of the Gaming Assets did not transfer pursuant to the guidance in ASC 606, the Company also considered the sale-and-leaseback guidance in ASC 842 to further assess if control of the Gaming Assets transferred to the Macao government. Per ASC 842-40-25-2, the existence of a leaseback (that is, a seller-lessee’s right to use the underlying asset for a period of time) does not, in isolation, prevent the buyer-lessor from obtaining control of the asset. However, the buyer-lessor is not considered to have obtained control of the asset if the leaseback would be classified as a finance lease or a sales-type lease in accordance with the guidance on when an entity satisfies a performance obligation by transferring control of an asset in Topic 606. When assessing the lease classification, the Gaming Assets are further broken down into their "individual lease components" being the buildings, inclusive of building improvements, and gaming equipment. ASC 842-10-25-5 indicates that “If a single lease component contains the right to use more than one underlying asset (see paragraphs 842-10-15-28 through 15-29), an entity shall consider the remaining economic life of the predominant asset in the lease component for purposes of applying the criterion in paragraph 842-10-25-2(c).” The predominant lease components are the buildings, inclusive of building improvements, and gaming equipment.

A lease shall be classified by the lessee as a finance lease and by the lessor as a sales-type lease when the lease meets any of the following criteria at lease commencement:

a.The lease transfers ownership of the underlying asset to the lessee by the end of the lease term.

b.The lease grants the lessee an option to purchase the underlying asset that the lessee is reasonably certain to exercise.

c.The lease term is for the major part of the remaining economic life of the underlying asset. However, if the commencement date falls at or near the end of the economic life of the underlying asset, this criterion shall not be used for purposes of classifying the lease.

d.The present value of the sum of the lease payments and any residual value guaranteed by the lessee that is not already reflected in the lease payments in accordance with paragraph 842-10-30-5(f) equals or exceeds substantially all of the fair value of the underlying asset.

e.The underlying asset is of such a specialized nature that it is expected to have no alternative use to the lessor at the end of the lease term.

The gaming equipment has a remaining economic life of 1 month to 9 years. Per ASC 842-10-55-2(a), when determining lease classification, one reasonable approach to assessing the criteria in paragraphs 842-10-25-2(c) through (d) and 842-10-25-3(b)(1) would be to conclude that the lease term is 75% percent or more of the remaining economic life of the underlying asset. It is assumed that the Macao government will renew the Concession at the end of the term and the Macao government has the option to terminate the Concession only in year 8. Under ASC 842, the lease term includes periods covered by an option to extend (or not terminate) the lease in which the exercise is controlled by the lessor. Therefore, even for the assets with the longest economic life (10 years), the stated lease term of 10 years would still consume more than 75% of the economic life, and as such, the leases of the gaming equipment would be classified as finance leases, which indicates that transfer of the assets is not a sale (see additional discussion of lease term below).

The buildings, inclusive of building improvements, have remaining economic lives ranging from 1 month to 50 years and while the initial Concession term of 8 or 10 years is not for a major part of the remaining economic lives of the buildings, the Company concluded that there are significant factors indicating the lease term, for accounting purposes, is much longer than the term of the Concession and that VML will continue to have the right to operate the Gaming Assets, inclusive of the buildings and building improvements, in perpetuity. As noted above, ASC 842 provides that the lease term includes periods covered by an option to extend (or not terminate) the lease in which the exercise is controlled by the lessor. The Company believes the Macao government in substance has a lessor-controlled renewal option insomuch that it is highly unlikely the Macao government would not continue to renew VML's gaming concession (and the continued right to control the Gaming Assets). The following factors support the Company's belief regarding a longer lease term and the granting of future concessions to VML by the Macao government:

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1.Due to the positive impact that VML has on the economy and tourism in Macao (which is a requirement of the Concession) and given the historical investment as well as the committed future investment, it is reasonably likely that gaming will remain in the public interest of the people of Macao.

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We note your adjustments for hold-normalized casino revenue and expense to arrive at consolidated hold-normalized adjusted property EBITDA, hold-normalized adjusted property EBITDA for Macao Operations and Marina Bay Sands, and hold-normalized adjusted net loss from continuing operations attributable to LVS.

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Please tell us how you considered the guidance Question 100.04 of the Compliance & Disclosure Interpretations on Non-GAAP Financial Measures in your determination to present these measures. 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.

It is reasonably likely that VML will continue to obtain an award of a new concession in the next tendering process upon expiry of the current Concession being December 31, 2032. This is supported by the current awarding of the Concession. Read in the reply ↗

We note your response to comment 2. We believe your adjustments for hold-normalized casino revenue and expense to arrive at consolidated hold-normalized adjusted property EBITDA, hold-normalized adjusted property EBITDA for Macao Operations and Marina Bay Sands, and hold-normalized adjusted net loss from continuing operations attributable to LVS are inconsistent with Question 100.04 of the Non-GAAP Financial

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Measures Compliance and Disclosure Interpretations. Please revise to remove the non-GAAP measures that include adjustments for hold-normalized casino revenue and expense.

The Company acknowledges the Staff’s comment and understands the importance of adhering to SEC disclosure requirements, especially in connection with disclosures involving revenues. The Company believes its use of non-GAAP measures that include adjustments for hold-normalized casino revenue and expense for its rolling baccarat programs in Macao and Singapore (the "Measure"), on a quarterly basis only, is in compliance with the Staff's interpretive guidance and provides important information to investors in a manner that increases consistency and transparency.

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In an effort to provide further clarity, the Company plans to redefine such non-GAAP disclosures to “Hold-adjusted” rather than “Hold-normalized,” which we believe better represent our rationale for using the Measure, and to consider ways to expand the definition and rationale for providing the non-GAAP disclosures in future disclosures.

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Securities and Exchange Commission

With many years of experience operating table games of chance in various markets, the Company’s management team identified that over longer periods of time, rolling baccarat table game win percentages trend within a consistent range, while the quarter-over-quarter win percentages can fluctuate outside of these ranges. This is due to: (a) the math inherent in the game of baccarat resulting in determinable win percentages based on decisions made by patrons; (b) the discrete ability to determine the volume of play based on the utilization of non-negotiable chips; and (c) high volumes of play over successive periods yielding predictable win percentage levels. Internally, management adjusts these amounts to improve comparability between periods. In an effort to enhance disclosure, improve transparency and help investors properly assess the underlying performance of the Company, the Company began reporting the Measure in the earnings release and the investor relations presentation for the quarter ended September 30, 2012. The Company has consistently and transparently reported this information only on a quarterly basis ever since for both its Macao and Singapore rolling programs. The Company does not report the Measure on a year-to-date or annual basis, as rolling baccarat table game volumes over longer periods of time will reflect a win percentage consistent with the expected range. The Company does not provide a similar Measure for its non-rolling table games primarily because more than one type of table game is included in such metric (e.g., blackjack, roulette, craps, pai gow, sic-bo, etc.) with different math and win percentages inherent in each game. In addition, non-negotiable chips are not used for non-rolling table games and the range in bet amounts allowed vary by table game and by gaming floor. These factors result in an expected non-rolling win percentage that cannot be determined with the same precision and reliability as with rolling baccarat table games.

Since the implementation of this methodology in 2012, as additional information has been collected from analyzing historical win percentages over time, new wagers have been introduced and player behavior has evolved, management’s expectations of the win percentage, which directly impact the Measure, have been updated to reflect these developments. The updated expectations have resulted in an increase in the expected range of win percentage. The increase is directly related to the introduction of side bets and the evolution of patron betting behavior.

In current filings, for the Company's operations in both Macao and Singapore, the Measure is calculated using the estimated incremental casino revenue related to rolling volume play that would have been earned or lost had the Company's current period win percentage equaled 3.30%, and such adjustments are applied only if the current period win percentage is outside the expected range of 3.15% to 3.45%. Throughout the period in which the Company has disclosed the Measure, the expected ranges and the win percentage to which the Measure is adjusted have been updated to reflect evolving player behaviors. Management has consistently evaluated these underlying inputs and has updated the Measure accordingly to ensure investors have the most reliable information available – the same information being used by management to evaluate performance.

The use of adjustments to account for variability in win rates is prevalent in the gaming industry. Many other industry participants employ terminology and methodology similar to the Measure. These disclosures are well understood by the investment community, who we believe greatly value the supplemental disclosure because it provides additional transparency and allows for better comparability and easier interpretation of the quarterly performance of companies in the sector.

While other registrants often discuss the impact of win percentage variances on their financial performance in quarterly earnings calls, we believe many of those disclosures may lack the transparency, consistency and rigor when compared to the reporting methodology of the Company. For example, other registrants may disclose only the specific impact on EBITDA of low or high win percentage in a particular quarter, without providing the necessary context such as the ranges that are in place to determine the impact or whether the adjustment relates to rolling play (where an exact measure of volumes of bets is available for the calculation), or non-rolling play (where the volume of bets is not as measurable and therefore the adjustment to the win percentage is less reliable). They also may selectively disclose the information, being silent on the topic when win percentage is a benefit, and calling out low win percentage only when the financials are negatively impacted.

The Company believes the Measure has many similarities to other non-GAAP metrics that are widely used. For example, many companies utilize a constant currency non-GAAP measure to enhance comparability for

Sands Macao | The Venetian Macao | Four Seasons Macao | The Plaza Macao | The Londoner Macao | The Parisian Macao | Marina Bay Sands the benefit of investors. In these instances, the companies adjust various financial measures (e.g., revenues, EBITDA, expenses, net income, etc.) to be comparable to previous periods. They accomplish this by multiplying the chosen measure by the exchange rates in effect during the period to which the measure is being compared. The Company believes this is consistent with the methodology used to create the Measure, as the applicable revenues are being adjusted using the win percentage (i.e., rate) observed in previous periods to improve comparability. Additionally, both measures are designed to give investors insight into the underlying operating performance of the business. We believe providing the Measure on a consistent and transparent basis is just as useful, if not more so, as other companies’ utilization of constant currency non-GAAP measures, which appear to have been acceptable based on Question 104.06 of the Non-GAAP Financial Measures Compliance and Disclosure Interpretations.

The Company believes the Measure is important to investors, which is why we provide consistent and transparent disclosure of the Measure on a quarterly basis whether it is an increase or decrease to revenue or adjusted property EBITDA. We believe our investors utilize the Measure and associated details in their modeling of our historical and future results, including the adjustment and continued evaluation and updates of changes to the expected range of win percentage. If we are required to discontinue use of the Measure, the Company would seek the Staff’s consideration of alternative methods through which the Company could provide similar information to investors. We believe it is important to continue to provide this information on a consistent and transparent basis to meet investor expectations generally, and specifically during this sensitive period during which our Macao Operations and Marina Bay Sands are only now recovering from the significant impact of the COVID-19 pandemic.

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We note your response to comment 1. We continue to believe your adjustments for holdnormalized casino revenue and expense to arrive at consolidated hold-normalized adjusted property EBITDA, hold-normalized adjusted property EBITDA for Macao Operations and Marina Bay Sands, and hold-normalized adjusted net income (loss) from continuing operations attributable to LVS are inconsistent with Question 100.04 of the

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Non-GAAP Financial Measures Compliance and Disclosure Interpretations. Please revise to remove the non-GAAP measures that include adjustments for hold-normalized casino revenue and expense.

In recognition of the Staff's comment, the Company will remove the presentation of consolidated hold-normalized adjusted property EBITDA, hold-normalized adjusted property EBITDA for Macao Operations and Marina Bay Sands, and hold-normalized net income (loss) from continuing operations attributable to LVS from future filings.

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Securities and Exchange Commission

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The Company believes the foregoing is fully responsive to the Comment Letter.

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Please let us know if you have any questions by contacting the undersigned at (702) 923-9238.

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We note that a majority of your operations are conducted in Macao, a special administrative region of China. Please see the Sample Letter to China-Based Companies, available at: https://www.sec.gov/corpfin/sample-letter-china-based-companies, and revise your disclosure to address the legal and operational risks associated with being a Chinabased company, taking in to account your particular facts and circumstances.

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If you believe any of the comments in the letter do not apply to you, please explain why.

We acknowledge the Staff’s comment. We believe that the legal and operational risks associated with being a China-based company, as identified in the Staff’s Sample Letter to China-Based Companies (“Sample Letter”), either did not apply to the Company, were not material to the Company to warrant a separate discussion or were addressed in its Form 10-K for the year ended December 31, 2021, as further detailed below.

We do not believe certain risks identified in the Sample Letter were relevant and/or material to us for the periods covered by our Form 10-K for the year ended December 31, 2021,

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because neither the Company nor any of its subsidiaries, including Sands China Ltd. (“SCL”), have any variable interest entities (“VIEs”) or any material contractual arrangements with VIEs based in China, including Hong Kong and Macao. As described in Item 1 — Business — Our Company and elsewhere in the Form 10-K, the Company, through its 69.9% ownership of SCL, owns and operates a collection of Integrated Resorts in Macao. SCL is a holding company incorporated in the

Sands Macao | The Venetian Macao | Four Seasons Macao | The Plaza Macao | The Londoner Macao | The Parisian Macao | Marina Bay Sands

Securities and Exchange Commission

Cayman Islands and conducts its operations in Macao through subsidiaries located in Macao. In addition, SCL has subsidiaries incorporated in Hong Kong and two subsidiaries incorporated in mainland China that provide back-office support for its business operations in Macao, such as information technology, accounting, hotel management and marketing services, which complement and support SCL’s main back-office functions in Macao. Moreover, we do not believe the Holding Foreign Companies Accountable Act and related regulations will affect us.

We recognize that a majority of our operations are conducted in Macao and we are exposed to potential legal and operational risks associated with operating in Macao’s hospitality and casino industry. In this regard, the Company believes its disclosures under Item 1A — Risk Factors of its Form 10-K for the year ended December 31, 2021, adequately addressed potentially material legal and operations risks in light of the Company’s particular facts and circumstances, such as the following:

•We are subject to extensive regulations that govern our operations in any jurisdiction where we operate.

•Certain local gaming laws apply to our gaming activities and associations in other jurisdictions where we operate or plan to operate.

•We may stop generating any gaming revenues from our operations if we cannot secure an extension or renewal of our Macao subconcession, which expires in 2022.

•Our Macao subconcession and Singapore concession can be terminated under certain circumstances without compensation to us.

•The number of visitors to Macao, particularly visitors from mainland China, may decline or travel to Macao may be disrupted.

•The Macao and Singapore governments could grant additional rights to conduct gaming in the future and increase competition we face.

•Conducting business in Macao and Singapore has certain political and economic risks.

•Our tax arrangements with the Macao government may not be extended on terms favorable to us or at all beyond their June 26, 2022 expiration dates.

•VML may have financial and other obligations to foreign workers managed by its contractors under government labor quotas.

•We compete for limited management and labor resources in Macao and Singapore, and policies of those governments may also affect our ability to employ imported managers or labor.

In addition, the Company believes it appropriately disclosed the material aspects of its business operations in Macao in its Form 10-K for the year ended December 31, 2021, including under Item 1 — Business — Regulation and Licensing, Item 7 — Management's Discussion and Analysis of Financial Condition and Results of Operations and Item 8 — Financial Statements and Supplementary Data — Notes to Consolidated Financial Statements — Note 1 — Organization and Business of Company; Note 10 — Long-Term Debt; Note 15 — Commitments and Contingencies; and Note 18 — Segment Information.

The Company will continue to monitor and evaluate the potential risks related to companies that have the majority of their operations in China and will consider expanding its disclosure of risks in future Form 10-K filings as warranted.

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Please revise your disclosure to include a reconciliation from GAAP-based consolidated net income to Consolidated adjusted property EBITDA in your MD&A. We refer you to Item 10(e)(1)(i)(B) of Regulation S-K.

We acknowledge the Staff’s comment. We currently present the GAAP-based consolidated net income to consolidated adjusted property EBITDA reconciliation in Note 18 – Segment Information in the Notes to Consolidated Financial Statements. To minimize redundancy in our Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”), we elected to cross reference the required reconciliation to Note 18 in lieu of duplicating the reconciliation table. This cross reference is included in the first sentence of the Segment Adjusted Property EBITDA section in MD&A.

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We will revise our future filings to include the required reconciliation in the MD&A when disclosing the consolidated adjusted property EBITDA.

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The Company believes the foregoing is fully responsive to the Comment Letter. Please let us know if you have any questions by contacting the undersigned at (702) 923-9238.

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We note your response to prior comment 1; however, several disclosures cited in the Sample Letter are relevant to companies regardless of whether a VIE structure is used. These include, for example, legal and operational risks of having a majority of your operations in China, including Hong Kong and Macao, your ability to transfer cash in and out of China, Hong Kong and Macao, the potential for the Chinese

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government to exert significant oversight and discretion over the conduct of your business, and the Holding Foreign Companies Accountable Act. Your description of risks associated with operating in Macao's hospitality and casino industry are separate from risks that may adversely affect your operations if China were to exercise greater control over Macao. Therefore, as requested in prior comment 1, please refer to the Sample Letter and revise your disclosure to address the legal and operational risks and other disclosures associated with being a China-based company. If you believe any of the comments were already addressed in your Form 10-K for the year ended December 31, 2021, or do not apply to you, please explain why.

In response to the Staff's comment, the Company will revise the following risk factors as noted below (added text is underlined) in its future filings.

Sands Macao | The Venetian Macao | Four Seasons Macao | The Plaza Macao | The Londoner Macao | The Parisian Macao | Marina Bay Sands

Securities and Exchange Commission

We depend primarily on our properties in three markets for all of our cash flow, and because we are a parent company our primary source of cash is and will be distributions from our subsidiaries.

We will not have material operations other than our Macao and Singapore

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properties after the completion of the sale of our Las Vegas Operating Properties in the first quarter of 2022. As a result, we are primarily dependent upon our Asia properties for all of our cash. Given our operations will be conducted primarily at properties in Macao and Singapore and a large portion of our planned development is in Macao and Singapore, we are subject to greater risk than if we were more diversified.

Additionally, because we are a parent company with limited business operations of our own, our main asset is the capital stock of our subsidiaries. We conduct most of our business operations through our direct and indirect subsidiaries. Accordingly, our primary sources of cash are dividends and distributions with respect to our ownership interests in our subsidiaries derived from the earnings and cash flow generated by our operating properties. Our subsidiaries' payments to us will be contingent upon their earnings and upon other business considerations, which may be impacted by the factors described above. For example, due to the impact of the COVID-19 Pandemic, we suspended our quarterly dividend program beginning in April 2020, and SCL suspended its dividend payments after paying its interim dividend for 2019 on February 21, 2020.

We also face risks and uncertainties associated with evolving Chinese laws and regulations, such as those associated with the extent to which the level of Chinese government involvement, control of capital inflows and outflows, control of foreign exchange and allocation of resources currently applicable within mainland China may become applicable to us. If, in the future, there were to be a significant change in the manner in which the Chinese government exercises direct or indirect oversight, discretion or control over businesses operated in Macao, China and Hong Kong, including the current interpretation and application of existing Chinese laws and regulations on how the Chinese government exercises direct or indirect oversight, discretion or control over businesses operated in Macao, China and Hong Kong, it could potentially result in our operations in Macao being materially adversely affected.

In addition, our Macao and Singapore credit agreements, under certain circumstances, may limit or prohibit certain payments of dividends or other distributions to us. We expect future debt instruments for the financing of future developments may contain similar restrictions.

Conducting business in Macao and Singapore has certain legal, operational, political and economic risks.

Our business development plans, financial condition, results of operations and cash flows may be materially and adversely affected by significant political, social and economic developments in Macao and Singapore, and by changes in policies of the governments or changes in laws and regulations or their interpretations. Our operations in Macao and Singapore are also exposed to the risk of changes in laws and policies that govern operations of companies based in those countries. Jurisdictional tax laws and regulations may also be subject to amendment or different interpretation and implementation, thereby having an adverse effect on our profitability after tax. These changes may have a material adverse effect on our financial condition, results of operations and cash flows.

Current Macao and Singapore laws and regulations concerning gaming and gaming concessions and licenses are, for the most part, fairly recent and there is little precedent on the interpretation of these laws and regulations. We believe our organizational structure and operations are in compliance in all material respects with all applicable laws and regulations of Macao and Singapore. These laws and regulations are complex and a court or an administrative or regulatory body may in the future render an interpretation of these laws and regulations, or issue regulations, which differs from our interpretation and could have a material adverse effect on our financial condition, results of operations and cash flows.

In addition, our activities in Macao and Singapore are subject to administrative review and approval by various government agencies. We cannot assure you we will be able to obtain all necessary approvals, which may have a material adverse effect on our long-term business strategy and operations. Macao and

Sands Macao | The Venetian Macao | Four Seasons Macao | The Plaza Macao | The Londoner Macao | The Parisian Macao | Marina Bay Sands

Singapore laws permit redress to the courts with respect to administrative actions; however, such redress is largely untested in relation to gaming issues.

The Macao government approved smoking control legislation, which prohibits smoking in casinos other than in certain enumerated areas. Such legislation may deter potential gaming customers who are smokers from frequenting casinos in jurisdictions with smoking bans such as Macao. Such laws and regulations could change or could be interpreted differently in the future. We cannot predict the future likelihood or outcome of similar legislation or referendums in other jurisdictions where we operate or the magnitude of any decrease in revenues as a result of such regulations, though any smoking ban could have an adverse effect on our business, financial condition, results of operations and cash flows.

We also face various legal and operational risks and uncertainties relating to having a majority of our operations based in Macao and held by various Macao incorporated indirect subsidiaries of SCL, our Cayman Islands incorporated and Hong Kong listed majority-owned subsidiary. We also have subsidiaries incorporated in mainland China and Hong Kong that provide back office support, such as information technology, accounting, hotel management and marketing services, which complement and support SCL’s main back office functions in Macao. If, in the future, there were to be a significant change in the manner in which the Chinese government exercises direct or indirect oversight, discretion or control over businesses operated in Macao, China and Hong Kong, including the current interpretation and application of existing Chinese laws and regulations on how the Chinese government exercises direct or indirect oversight, discretion or control over businesses operated in Macao, China and Hong Kong, it could potentially result in our operations in Macao being materially adversely affected. Substantially all of SCL’s assets are located in Macao and substantially all of SCL’s revenue is derived from Macao. Accordingly, our results of operations, financial position and prospects are subject to a significant degree to the economic, political and legal situation in Macao. From December 20, 1999, Macao became a Special Administrative Region of China when China resumed the exercise of sovereignty over Macao. The Basic Law of Macao provides that Macao will be governed under the principle of “one country, two systems” with its own separate government and legislature and that Macao will have a high degree of legislative, judicial and economic autonomy. There can be no assurance, however, that economic, political and legal developments in Macao will not adversely affect our operations, or that there will not be a change in the manner in which regulatory oversight is conducted in Macao, if China were to exercise greater control over Macao. If any such change were to occur, it could potentially adversely affect our results of operations, financial position and prospects.

The Company believes the risk factor titled "We are subject to limitations of the pataca exchange markets and restrictions on the export of the renminbi," which was included in its Form 10-K for the year ended December 31, 2021, also addressed potentially material risks on our ability to transfer cash in and out of China, Hong Kong and Macao.

The Company’s independent registered public accounting firm, Deloitte & Touche LLP, is based in the United States and was not identified as a firm that the Public Company Accounting Oversight Board is unable to inspect in its determinations announced on December 16, 2021, pursuant to the Holding Foreign Companies Accountable Act (“HFCAA”). For that reason, we do not believe the HFCAA and related regulations will affect us.

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Sands Macao | The Venetian Macao | Four Seasons Macao | The Plaza Macao | The Londoner Macao | The Parisian Macao | Marina Bay Sands

The Company believes the foregoing is fully responsive to the Comment Letter. Please let us know if you have any questions by contacting the undersigned at (702) 923-9238.

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At the outset of Part I, provide prominent disclosure about the legal and operational risks associated with having the majority of the company’s operations in China (including Hong Kong and Macao). Your disclosure should make clear whether these risks could result in a material change in your operations or could significantly limit or completely hinder your ability to offer or continue to offer securities to

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investors and cause the value of such securities to significantly decline or be worthless. Your disclosure should address how recent statements and regulatory actions by China’s government, such as those related to data security or anti-monopoly concerns, have or may impact the company’s ability to conduct its business, accept foreign investments, or list on a U.S. or other foreign exchange. In addition, we note your supplemental response that the independent registered public accounting firm that audited your 2021 financial statements is based in the United States and was not identified in the determinations announced on December 16, 2021 as a firm that the PCAOB is unable to inspect. However, there is no assurance that future audit reports will be prepared by auditors inspected by the PCAOB and therefore in the future investors may be deprived of the benefits of such inspection. As such, please disclose that trading in your securities may be prohibited under the Holding Foreign Companies Accountable Act if the PCAOB determines that it cannot inspect or investigate completely your auditor, and that as a result an exchange may determine to delist your securities. Please also disclose whether your auditor is subject to the determinations announced by the PCAOB on December 16, 2021.

In response to the Staff's comment, the Company advises the Staff that we will revise our disclosure in the Business section of future filings on Form 10-K to disclose (1) legal and operational risks associated with being based in or having the majority of the Company’s operations in China, (2) permissions or approvals required from Chinese authorities for our Macao operations, and (3) the possible effect of the Holding Foreign Companies Accountable Act on future audit reports.

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The Company also advises the Staff that we will include new risk factor disclosures in the Company's Form 10-Q for the quarter ending September 30, 2022 and in future filings of the Company's Form 10-K, which discuss the related risks. The new disclosures are set forth in Appendix A as they relate to the Business section and Appendix B as they relate to the risk factors.

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We note your disclosures regarding regulation and licensing relating to your gaming subconcession in Macao. Please tell us whether you are required to obtain any other permissions or approvals from Chinese authorities to operate your business, and if so, please specify them.

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Please provide disclosure stating whether you or your subsidiaries are covered by permissions requirements from the China Securities Regulatory Commission (CSRC), Cyberspace Administration of China (CAC) or any other governmental agency that is required to approve your or your subsidiaries' operations, and state affirmatively whether you have received all requisite permissions or approvals and whether any permissions or approvals have been denied. Regarding cybersecurity, we note that you disclose that you are subject to laws and regulations related to privacy and cybersecurity under a risk entitled "Failure to maintain the integrity of our information and information systems . . . ". Please also describe the consequences to you and your investors if you or your subsidiaries: (i) do not receive or maintain such permissions or approvals, (ii) inadvertently conclude that such permissions or approvals are not required, or (iii) applicable laws, regulations, or interpretations change and you are required to obtain such permissions or approvals in the future.

Refer to comment (1) above. Read in the reply ↗

Provide a clear description of how cash is transferred through your organization. Disclose your intentions to distribute earnings. Quantify any cash flows and transfers of other assets by type that have occurred between you and your Chinese (including Hong Kong and Macao-based) subsidiaries, and the direction of transfer.

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Similarly, quantify dividends or distributions that a Chinese subsidiary has made to you or to U.S. investors, the source, and their tax consequences. Describe any restrictions on foreign exchange and your ability to transfer cash between entities, across borders, and to U.S. investors and others outside of Macao, China or Hong Kong. Describe any restrictions and limitations on your ability to distribute earnings from your subsidiaries, to you and to and U.S. investors. We note your disclosure in your risk factor, "We are subject to limitations of the pataca exchange markets and restrictions on the export of the renminbi," regarding transfers of cash in and out of China, Hong Kong and Macao. However, this risk factor is limited to foreign exchange risk as it relates to the company's gaming operations and the remittance of renminbi from mainland China by gaming customers. As necessary, please update this risk factor consistent with this comment.

In response to the Staff's comment, the Company believes the disclosures included in its Form 10-K for the year ended December 31, 2021 (the “2021 10-K”), adequately addressed the Staff's comment. A copy of those disclosures is included in Appendix D to this response letter. The Company will, however, update the risk factor titled "We are subject to limitations of the pataca exchange markets and restrictions on the export of the renminbi" in its Form 10-Q for the quarter ending September 30, 2022, and future filings of its Form 10-K, as applicable, as noted in Appendix C.

Sands Macao | The

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Venetian Macao | Four Seasons Macao | The Plaza Macao | The Londoner Macao | The Parisian Macao | Marina Bay Sands

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We note your response that, because your independent registered public accounting firm is based in the United States and was not identified as a firm that the PCAOB is unable to inspect in its determinations announced on December 16, 2021, you do not believe the HFCAA and related regulations will affect you.

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Please expand your risk factors to clarify that there is no assurance that the HFCAA will not apply in the future and that trading in your securities may be prohibited if the PCAOB determines that it cannot inspect or investigate completely your auditor, which may result in the delisting of your securities by an exchange. Please also disclose that the United States Senate has passed the Accelerating Holding Foreign Companies Accountable Act, which, if enacted, would decrease the number of “non-inspection years” from three years to two years, and thus, would reduce the time before your securities may be prohibited from trading or delisted. Finally, update your disclosure to reflect that the Commission adopted rules to implement the HFCAA and that, pursuant to the HFCAA, the PCAOB has issued its report notifying the Commission of its determination that it is unable to inspect or investigate completely accounting firms headquartered in mainland China or Hong Kong.

Refer to comment (1) above. Read in the reply ↗

In light of recent events indicating greater oversight by the Cyberspace Administration of China (CAC) over data security, please revise your disclosure to explain how this oversight impacts your business and to what extent you believe that you are compliant with the regulations or policies that have been issued by the CAC to date.

Refer to comment (1) above. Read in the reply ↗

Regarding your proposed revisions to the risk factor entitled "Conducting business in Macao and Singapore has certain legal, operational, political and economic risks," please address the risks of uncertainties regarding the enforcement of laws and that rules and regulations in China can change quickly with little advance notice, and add that these risks could result in a material change in your operations and could

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cause the value of your securities to decline significantly or become worthless. Also address any risks that any actions by the Chinese government to exert more oversight and control over offerings conducted overseas and/or foreign investment in China-based issuers could significantly limit or completely hinder your ability to offer or continue to offer securities to investors.

Refer to comment (1) above.

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The Company believes the foregoing is fully responsive to the Comment Letter. We do not believe the fact that this additional information was not included in the Company’s 2021 10-K makes the 2021 10-K materially deficient. Rather, we are agreeing to provide these further disclosures as additional information that may be of interest to our stockholders. In this regard, we note that the Company will include all of the proposed updates to risk factor disclosures in its Form 10-Q for the quarter ending September 30, 2022.

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While the Company also intends to update the Business section in its future annual reports on Form 10-K in Part 1, we believe that the proposed risk factor updates, together with the Company’s 2021 10-K disclosures identified in Appendix D, address substantially all of the comments set forth in the Comment Letter. As such, the Company believes that no amendment to the 2021 10-K is necessary.

Sands Macao | The Venetian Macao | Four Seasons Macao | The Plaza Macao | The Londoner Macao | The Parisian Macao | Marina Bay Sands

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Please revise disclosure provided in response to prior comment 2 to provide the basis for your conclusion that your Macao operations are not required to obtain any permission or approval from any mainland Chinese governmental authority. If the basis for your conclusion is the advice of counsel, please state this and identify counsel in your disclosure.

In response to the Staff's comment, the Company advises the Staff that we will revise our disclosure in the Business section of future filings on Form 10-K to disclose that the basis for our conclusion that our Macao operations are not required to obtain any permission or approval from any mainland Chinese governmental authority is based on the advice of our legal counsel, Haiwen & Partners.

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The new disclosure was provided previously in the Company's response dated August 19, 2022, and is repeated herein in Appendix A with the newly inserted language underlined.

Sands Macao | The Venetian Macao | Four Seasons Macao | The Plaza Macao | The Londoner Macao | The Parisian Macao | Marina Bay Sands

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We note your response to comment 3, including specific disclosure regarding the suspension of the company's quarterly dividend program in April 2020 and the suspension of SCL's dividend payments subsequent to February 21, 2020.

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Please provide additional disclosure that addresses more comprehensively how cash is transferred through your organization, whether through dividends or any other means, and quantify cash flows and transfers of other assets by type and the direction of transfer. In this regard, we note disclosure on page 11 of Sands China Ltd.'s prospectus dated July 7, 2021 that describes transfers of cash between Sands China and its subsidiaries that appears to be relevant to our comment. You should describe and quantify not only dividends but any other transfers or distributions, such as interest or principal payments on intercompany loans or advances and intragroup transfers of cash and other assets, between and among you and your Chinese (including Hong Kong and Macao-based) subsidiaries. Similarly, quantify distributions that a Chinese subsidiary has made to you or to U.S. investors, the source, and their tax consequences. In this regard, we note disclosure in your Form 10-Q for the quarter ending June 30, 2022 regarding an intercompany term loan agreement with Sands China Ltd. We also note disclosure in your 2021 10-K regarding unrestricted cash available to be repatriated to the U.S. and intercompany royalties and intercompany services. Quantify the amount, if any, of available unrestricted cash held by non-U.S. subsidiaries that was repatriated to the U.S., and quantify intragroup transfers of cash and other assets related to intercompany royalty and/or service arrangements. Finally, please disclose your intentions, if any, to resume the company's quarterly dividend program.

In response to the Staff's comment, the Company advises the Staff that we will revise our disclosure in the Business section of future filings on Form 10-K to describe how cash is transferred through the organization.

The Company undertakes to update the Business section in future annual reports on Form 10-K in Part 1, as follows, with necessary updates:

"Transfers of cash to and from our non-U.S. subsidiaries

We are primarily dependent upon our properties in Macao and Singapore.

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We are a parent company with limited business operations of our own, our main asset is the capital stock of our subsidiaries. We conduct most of our business operations through our direct and indirect subsidiaries. Accordingly, our primary sources of cash are royalties, dividends and distributions derived from the earnings and cash flow generated by our operating properties. Our subsidiaries' payments to us will be contingent upon their earnings and upon other business considerations, which may be impacted by various factors.

In addition, our Macao and Singapore credit facility agreements, under certain circumstances, may limit or prohibit certain payments of dividends or other distributions to us. We expect future debt instruments issued by our subsidiaries for the financing of future developments may contain similar restrictions.

Subject to applicable law, any future dividend payments will be made at the discretion of our board of directors, taking into account various factors such as our future operations and earnings, capital requirements and surplus, general financial condition, contractual restrictions and other factors. There can be no assurance that dividends will be paid in any particular amount, if at all, for any given period. In addition, our ability to pay dividends is reliant to some extent on the dividends received by SCL. In April 2020, the Company suspended the quarterly dividend program due to the impact of the COVID-19 Pandemic. We will assess the resumption of the dividend program at a time deemed appropriate after taking into account all facts and circumstances.

The ability of subsidiaries to make distributions to us depends on the earnings and cash flow generated from gaming operations and various other factors, including compliance with certain local statutes, the laws and regulations currently and in the future applicable to our subsidiaries and restrictions in connection with their contractual arrangements. For example, our revenues in Macao are denominated in patacas, the legal currency of Macao, and in Hong Kong dollars. The Macao pataca is pegged to the Hong Kong dollar and, in many cases, is used interchangeably with the Hong Kong dollar in Macao. The Hong Kong dollar is pegged to the U.S. dollar. While currently there is no foreign exchange or capital

Sands Macao | The Venetian Macao | Four Seasons Macao | The Plaza Macao | The Londoner Macao | The Parisian Macao | Marina Bay Sands control restriction applicable to intercompany transactions between us and our Macao, Hong Kong and China subsidiaries, we cannot assure you that this will continue to be the case in the future and that our ability to convert large amounts of patacas into U.S. dollars over a relatively short period will not be limited. In addition, the mainland Chinese government also imposes controls on the convertibility of the RMB into foreign currencies and, in certain cases, the remittance of currency out of China by our subsidiaries incorporated in mainland China. If, in the future, foreign exchange or capital control restrictions were to be imposed and become applicable to us, such restrictions could potentially reduce the amounts that we would be able to receive from our Macao, Hong Kong and China subsidiaries. Our Singapore, Macao, Hong Kong and mainland China subsidiaries held unrestricted cash and cash equivalents of [$X billion] and restricted cash and cash equivalents of [$X million] as of [date], of which approximately [$X million] is available to be repatriated to the U.S. We do not expect withholding taxes or other foreign income taxes to apply should these earnings be distributed in the form of dividends or otherwise. The remaining unrestricted amounts are not available for repatriation primarily due to dividend requirements to third-party public stockholders in the case of funds being repatriated from SCL.

Venetian Macau Limited, a subsidiary of SCL incorporated in Macao ("VML"), is also subject to a 12% complementary tax on dividend distributions to its shareholders from gaming profits. In May 2014, VML entered into an agreement with the Macao government that required VML to make fixed annual payments in lieu of paying this 12% tax (“Shareholder Dividend Tax Agreement”) through the end of 2018. In April 2019, VML entered into a renewed Shareholder Dividend Tax Agreement with the Macao government, effective through June 26, 2022. This arrangement is being reviewed by management for further extension.

Cash may be transferred between and among the Company and its subsidiaries through capital contributions, intercompany loans or advances, dividends, royalties and transfers of cash and other assets. The total net transfers to (from) the Company from (to) SCL were [($X)], $42 million and $739 million and from Marina Bay Sands were $[X], $37 million and $22 million for the years ended December 31, 2022, 2021 and 2020, respectively.

Net transfers from SCL to its subsidiaries were [$X], $385 million and $469 million for the years ended December 31, 2022, 2021 and 2020, respectively. During the years ended December 31, 2022, 2021 and 2020, SCL made interest payments to the holders of the SCL Senior Notes in the amount of $[X], $352 million and $294 million, respectively. There were no interim principal payments on the SCL Senior Notes.

Sands Macao | The Venetian Macao | Four Seasons Macao | The Plaza Macao | The Londoner Macao | The Parisian Macao | Marina Bay Sands

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The Company believes the foregoing is fully responsive to the Comment Letter. We do not believe the fact that this additional information was not included in the Company’s Form 10-K for the year ended December 31, 2021 (the "2021 10-K") makes the 2021 10-K materially deficient. Rather, we are agreeing to provide these further disclosures as additional information that may be of interest to our stockholders. As indicated in our prior communications, the Company will include all of the proposed updates to risk factor disclosures in its Form 10-Q for the quarter ended September 30, 2022. While the Company also intends to update the Business section in its future annual reports on Form 10-K in Part 1, we believe the proposed risk factor updates, together with the Company’s additional disclosures illustrated above, address all of the comments set forth in the Comment Letter. As such, the Company believes that no amendment to the 2021 10-K is necessary.

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