SWSmurfit Westrock

Please revise the cover page of your prospectus to clearly disclose the number of securities being registered on this registration statement and the market for the securities. Further, please revise to include the page number of your risk factors. Refer to Item 501(b) of Regulation S-K and Item 1 of Form S-4.

The Company respectfully advises the Staff that it has revised the disclosure on the cover page of the proxy statement/prospectus in response to the Staff’s comment. Read in the reply ↗

Please revise the Q&A to disclose which of the most material conditions of the Combination are able to be waived. Further, please revise the risk factor "It is possible that not all the Conditions will have been met at the time of the WestRock Special Meeting, and that Smurfit Kappa and/or WestRock may waive one or more of the Conditions after receipt of the WestRock Stockholder Approval without re-soliciting the

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WestRock Stockholders’ approval of the proposals approved by them" on page 40 to describe what kinds of conditions could be waived and the negative effects it could have. Risk Factors Risks Relating to the Combination Upon Completion, certain change-of-control rights under agreements will or may be triggered...,

The Company respectfully advises the

Staff that it has revised the disclosure on pages 10 and 41 of the Registration Statement in response to the Staff’s comment. Read in the reply ↗

We note your disclosure that certain change-of-control rights will or may be triggered as a result of the Combination. However, we note your other disclosures on page 192 that WestRock obtained consents that the Combination will not constitute a change in control under certain agreements. If material, please revise to provide comparable disclosure for Smurfit Kappa.

The Company respectfully advises the Staff that it has revised the disclosure on pages 198 to 199 of the Registration Statement in response to the Staff’s comment. Read in the reply ↗

We note you discuss, incorporated by reference from pages 22 and 35 of WestRock’s Form 10-K, that you “launched a multi-year phased business systems transformation project” whereby your existing systems will transition to a standardized enterprise resource planning system, and that the resulting expected investment in fiscal 2024 will be approximately $220 million.

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We also note your disclosure that the effectiveness of your internal control over financial reporting could be adversely affected if this new system is not successfully implemented. Please revise to discuss how the Combination will affect this project and related risks.

The Company respectfully advises the Staff that WestRock has confirmed that WestRock continues to pursue the business systems transformation project, as noted in its Quarterly Report on Form 10-Q for the quarter ended December 31, 2023. As part of broader post-Combination integration planning initiatives,

WestRock and the Company are reviewing and evaluating their respective business systems and the system strategies and alternatives for

Smurfit WestRock following the Combination.

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The Company has revised the disclosure on page 47 of the Registration

Statement in response to the Staff’s comment.

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We note you discuss, incorporated by reference from page 21 of WestRock’s Form 10-K, that you were negotiating agreements with the United Steelworkers Union, which expired in December 2023, and your employees at the Dayton facility. Please revise to provide the current status of these negotiations.

The Company respectfully advises the Staff that WestRock has confirmed that WestRock will include the following updates in its Quarterly Report for the quarter ending March 31,

2024, which will be incorporated by reference into the Registration Statement, in response to the Staff’s comment:

· In December 2023, the United Steelworkers Union (“USW”) ratified a master agreement that applies to substantially all of WestRock’s US facilities represented by the USW.

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The agreement has a four-year term ending in December 2027 and covers a number of specific items, including wages, medical coverage and certain other benefit programs, including retirement benefits, substance abuse testing, and safety. Individual facilities will continue to have local agreements for subjects not covered by the master agreement and those agreements will continue to have staggered terms. The master agreement permits WestRock to apply its terms to USW employees who work at facilities it acquired during the term of the agreement. The master agreement covers approximately

52 of WestRock’s US operating locations and approximately 7,300 of its employees. While the terms of its collective bargaining agreements vary, WestRock believes the material terms of the agreements are customary for the industry, the type of facility, the classification of the employees and the geographic location covered.

· WestRock experienced a strike at its corrugated converting facility in Dayton, New Jersey beginning in June 2023. WestRock effectuated contingency plans at this location, and the facility continued to operate and produce products for its customers. In November 2023, WestRock reached an agreement to resolve the strike, which was approved by the requisite union membership, and the strike concluded in December 2023.

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We note your disclosure on page 88 that the parties considered but ultimately did not pursue a reverse Morris Trust transaction due to potential tax consequences. We also note your disclosures that from February 21, 2023 to August 14, 2023, the parties negotiated a transaction whereby WestRock stockholders would receive Smurfit Kappa shares, instead of those of Smurfit WestRock, for their WestRock stock.

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Please revise to elaborate on why you did not pursue the former structure.

The Company respectfully advises the Staff that it has revised the disclosure on pages 89 and 97 to 98 of the Registration Statement in response to the Staff’s comment. Read in the reply ↗

Refer to your disclosures under “Continuing Influence” in the fourth bullet on each of page 103 and 99. Please revise to elaborate on how you chose these six directors out of the current 12 WestRock directors to serve on Smurfit WestRock’s board.

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In this regard, we note that WestRock stockholders recently elected these 12 directors at the annual meeting of stockholders on January 26, 2024 based on their qualifications, experience and skills.

The Company respectfully advises the Staff that it has revised the disclosure on pages 101, 103, and 315 to 317 of the Registration Statement in response to the Staff’s Read in the reply ↗

Refer to your disclosures under “Synergies” in the fifth and first bullets on pages 103 and 100, respectively. Please revise to elaborate on the basis of your expectation that you expect “benefits derivable from an estimated in excess of $400 million in pre-tax run-rate synergies at the end of the first full year following Completion.”

The Company respectfully advises the Staff that it has revised the disclosure on pages 101 and 105 of the Registration Statement in response to the Staff’s comment. Read in the reply ↗

Refer to your disclosures under “Other Strategic Alternatives” in the ninth bullet on each of page 104 and 100 and under “Loss of Opportunity” in the first bullet on each of page 105 and 101. We also note your other disclosures that on March 31, 2023, the WestRock Board discussed the potential transactions with Company A and PE Firm A, and that PE Firm A discussed, among other alternatives, “a potential acquisition

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of WestRock with a preliminary value range per share of WestRock Stock in the ‘high $30s’ in cash.” Please revise to elaborate on how the WestRock Board evaluated these alternative transactions. Please revise to discuss the conclusions the board made with respect to each of Company A and PE Firm A, quantifying where applicable, and how the WestRock Board ultimately decided Smurfit Kappa’s offer was superior to these offers.

The Company respectfully advises the Staff that it has revised the disclosure on pages 90 to 92 of the Registration Statement in response to the Staff’s comment. Read in the reply ↗

Please revise to state whether the advisor excluded any companies meeting the selection criteria from the analysis for each of WestRock and Smurfit Kappa. Please explain the basis for such exclusions, if any.

The Company respectfully advises the Staff that it has revised the disclosure on page 112 of the Registration Statement in response to the Staff’s comment. Read in the reply ↗

We note your disclosure that in the past two years, Lazard “acted as financial advisor to WestRock in connection with ongoing strategic, financial and corporate preparedness advisory work during this time and in connection with WestRock’s acquisition of Grupo Gondi in 2022, and as financial advisor to Smurfit Kappa in connection with an investor study in 2021.” Please revise your disclosure to quantify the

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compensation paid to the financial advisor.

The Company respectfully advises the Staff that it has revised the disclosure on page 117 of the Registration Statement in response to the Staff’s comment. Read in the reply ↗

We note your disclosure that Lazard did not “indicate that any given consideration constituted the only appropriate consideration for the Combination.” Please advise how this disclosure complies with Item 1015(b)(5) of Regulation M-A or revise. Opinion of Evercore Group L.L.C.

The Company respectfully advises the

Staff that it believes that the disclosure on page 117 of the Registration Statement complies with Item

1015(b)(5) of Regulation M-A. Item 1015(b)(5) of Regulation M-A requires a statement as to “whether the subject company or affiliate determined the amount of consideration to be paid or whether the outside party recommended the amount of consideration to be paid.”

The disclosure on page 117 of the Registration Statement includes such a statement (“WestRock and Smurfit Kappa determined the Merger Consideration in the Combination through arm’s-length

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negotiations, and the WestRock Board approved such Consideration. Lazard did not recommend any specific consideration to the WestRock

Board or any other person or indicate that any given consideration constituted the only appropriate consideration for the Combination”) and therefore complies with the requirements of Item 1015(b)(5) of Regulation M-A.

Item 1015(b)(5) of Regulation M-A does not prohibit additional disclosure or clarification regarding a third party’s non-involvement in the determination of the consideration to be paid. The language quoted by the Staff is an additional, clarifying, disclosure provided for the benefit of the shareholders, and is not in contravention of Item 1015(b)(5) of Regulation M-A.

Opinion of Evercore Group L.L.C.

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Please revise to state whether the advisor excluded any companies meeting the selection Miscellaneous, page 126

The Company respectfully advises the Staff that it has revised the disclosure on page 122 of the Registration Statement in response to the Staff’s comment. Read in the reply ↗

We note your disclosure that Evercore did not recommend “that any specific amount of consideration constituted the only appropriate consideration in the Combination for the holders of WestRock Stock.” Please advise how this disclosure complies with Item 1015(b)(5) of Regulation M-A or revise.

The Company respectfully advises the

Staff that it believes that the disclosure on page 128 of the Registration Statement complies with Item 1015(b)(5) of

Regulation M-A. Item 1015(b)(5) of Regulation M-A requires a statement as to “whether the subject company or affiliate determined the amount of consideration to be paid or whether the outside party recommended the amount of consideration to be paid”.

The disclosure on page 128 of the Registration Statement includes such a statement (“Evercore did not recommend any specific amount of consideration to the WestRock Board or WestRock

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management or indicate that any given consideration constituted the only appropriate consideration for the Combination.”) and therefore complies with the requirements of Item 1015(b)(5) of Regulation M-A.

additional disclosure or clarification regarding a third party’s non-involvement in the determination of the consideration to be paid. The language quoted by the Staff is an additional, clarifying, disclosure provided for the benefit of the shareholders, and is not

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We note your disclosures in paragraph 1 of each of page 128 and 130 that certain important factors may adversely affect your projections. Please expand the discussion of your material assumptions underlying the projections, quantifying where applicable.

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Additionally, please revise to provide detailed quantitative disclosure describing the basis for your projected sales and the factors or contingencies that would affect such growth ultimately materializing.

The Company respectfully advises the Staff that it has revised the disclosure on pages 131 to 133 of the Registration Statement in response to the Staff’s comment. Read in the reply ↗

We note that your financial projections present six years of forecasts. Please revise to discuss the basis of the projections beyond year three and if the forecasts reflect more than assumptions about growth rates.

The Company respectfully advises the Staff that it has revised the disclosure on pages 131 to 133 of the Registration Statement in response to the Staff’s comment. As described in the revised disclosure, the WestRock Projections beyond year three reflect more than assumptions about growth rates. Read in the reply ↗

We note your disclosures in paragraph 4 of each of page 131 and 133 that certain

The Company respectfully advises the Staff that it has revised the disclosure on pages 136 to 137 of the Registration Statement in response to the Staff’s comment. Read in the reply ↗

We note that your financial projections present five years of forecasts. Please revise to Debt Financing, page 141

The Company respectfully advises the Staff that it has revised the disclosure on pages 136 to 137 of the Registration Statement in response to the Staff’s comment. As described in the revised disclosure, the Smurfit Kappa Projections beyond year three reflect more than assumptions about growth rates. Read in the reply ↗

We note your disclosure that Smurfit Kappa entered into a Bridge Facility Agreement with certain lenders totaling up to $1.5 billion to fund the Cash Consideration. We also note your disclosure on page 142 that “[f]ollowing Completion, Smurfit Kappa’s obligations under the Bridge Facility will be guaranteed by Smurfit WestRock.” Please revise to elaborate on the risks to Smurfit WestRock resulting from this

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guarantee and any known trends that are reasonably likely to impact the company’s liquidity and capital resources to service this debt. Further, please file the Bridge Facility Agreement. Refer to Item 601(b)(10) of Regulation S-K or tell us why such exhibit is not required. Security Ownership of Certain Beneficial Holders, Directors and Management of WestRock,

The Company respectfully advises the

Staff that it has revised the disclosure on pages 148 to 149 and II-2 of the Registration Statement in response to the

Staff’s comment.

The Company supplementally advises the Staff that, while

Smurfit Kappa has filed the Bridge Facility Agreement as an exhibit to the Registration Statement, it currently intends to issue additional bonds to fund the Cash Consideration in lieu of borrowings under the Bridge Facility Agreement.

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In the event such bonds are successfully issued prior to Completion, Smurfit Kappa will terminate the Bridge Facility Agreement and, if such termination occurs prior to effectiveness of the Registration Statement, the Company will remove the Bridge Facility Agreement from the list of exhibits to the Registration Statement.

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Please add a table that reflects the ownership of Smurfit WestRock after the transaction. Executive Compensation, page 301

The Company respectfully advises the Staff that it has revised the disclosure on pages 275 and 276 of the Registration Statement in response to the Staff’s comment.

As reflected in the revised disclosure, the Company has included a table that reflects the expected beneficial ownership of Smurfit WestRock Shares by individuals who are expected to be directors and executive officers of Smurfit WestRock at Completion, as well as such directors and executive officers as a group.

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The

Company has not, however, included such information with respect to persons that may own more than five percent of the Smurfit

WestRock Shares after the Combination (“Five Percent Beneficial Owners”). Although the Company has certain information regarding the holdings of Smurfit Kappa Shares provided under EU disclosure regulations by holders who are not directors or officers of Smurfit Kappa, such information has not been provided by such holders under Section 13(d) of the

Exchange Act, as Smurfit Kappa and its shareholders currently are not subject to reporting requirements under Section 13(d).

The Company therefore is not able to prepare an ownership table that presents expected beneficial ownership by all Five

Percent Beneficial Owners after the Combination in accordance with Rule 13d-3 under the Exchange Act.

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In your next amendment, please provide the historical information required by Item 402 of Regulation S-K for Anthony Smurfit, Ken Bowles and the other named executive officers here and under the “Golden Parachute Compensation” section. Refer to Item 18(a)(7)(ii) of Form S-4.

The Company acknowledges that Item 18(a)(7)(ii) of

Form S-4 provides that a registration statement on Form S-4 must include “the information required by Item 402 of Regulation

S-K” for each individual who will serve as an executive officer of the surviving company. The individuals who are expected to serve as executive officers of the Company are Anthony Smurfit, Ken Bowles, Laurent Sellier, Saverio Mayer, and Jairo Lorenzatto.

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The Company respectively submits to the Staff that at this time, there is no information required by Item 402 of Regulation S-K for these individuals.

Item 402 requires disclosure for “named executive officers” of a registrant, which are generally defined under Item 402(a)(3) to include (i) all individuals serving as the registrant’s principal executive officer during the last completed fiscal year, (ii) all individuals serving as the registrant’s principal financial officer during the last completed fiscal year, and (iii) the registrant’s three most highly compensated executive officers other than the principal executive officer and principal financial officer who were serving as executive officers at the end of the last completed fiscal year. Further, the compensation disclosure required by Item 402 generally relates to compensation paid to the named executive officers for services rendered to the registrant and its subsidiaries during the most recently completed fiscal year

(and in the case of the Summary Compensation Table, the two fiscal years prior to the most recently completed fiscal year). See generally

Item 402(a)(2); Item 402(c).

During the most recently completed fiscal year (ending December 31,

2023), neither the Company nor Smurfit Kappa was a registrant subject to the reporting and disclosure requirements of the Exchange Act.

Because the Company was not a registrant, there were no “named executive officers” of the Company for fiscal years 2023 and prior. Even if individuals who are expected to be appointed as executive officers of the Company at the Completion were treated as the named executive officers, there would be no compensation for these individuals that is required to be disclosed by Item 402, as they did not receive compensation for services rendered to the Company and its subsidiaries during 2023 or prior years.

With respect to 2023, Messrs. Smurfit, Bowles, Sellier and Mayer served as executives of Smurfit Kappa and its subsidiaries and Mr. Lorenzatto served as an employee (but not an executive officer) of WestRock. Smurfit Kappa was not a registrant subject to the reporting and disclosure requirements of the Exchange Act for

2023 or prior years and, while WestRock was a registrant, Mr. Lorenzatto was not an executive officer of WestRock for 2023 or prior years. Therefore, the compensation paid to these executives by Smurfit Kappa and WestRock, respectively, is not required to be disclosed by Item 402. This position is further supported by Question 217.02 of the Staff’s

Regulation S-K Compliance and Disclosure Interpretations, which addresses the application of Item 402 following a merger among operating companies and notes, in relevant part, that “a parent corporation would not pick up compensation paid to an employee of a subsidiary prior to the time the subsidiary became a subsidiary (i.e., when it was a target).” Accordingly, the Company respectfully submits that Item 402 does not require the Company to report compensation paid by Smurfit Kappa or by WestRock for 2023 and prior years to the individuals who are expected to become executive officers of the Company.

In addition, the Company respectfully submits that such historical compensation paid by Smurfit Kappa and WestRock, which was determined and approved by the remuneration committee of the Smurfit Kappa board of directors and the compensation committee of the WestRock board of directors, respectively, is not material to investors in Smurfit

WestRock as it is not part of the executive compensation program of Smurfit WestRock and it is not representative of the expected terms of the executive compensation program of Smurfit WestRock. The Company believes that information about the expected post-Completion executive compensation program of Smurfit WestRock that will apply to the executive officers is relevant to investors and the Company has included this information, including a description of expected annual compensation opportunities and a summary of the material terms of the applicable executive compensation plans, service contracts and offer letters, on pages 322 to 329 of the Registration Statement.

Lastly, the Company respectfully advises the Staff that the individuals identified as named executive officers under the “Golden Parachute Compensation” section are not expected to serve as executive officers of the Company. Therefore, the Company respectively submits to the Staff that Item 18(a)(7)(ii) of Form S-4 does not apply to these individuals.

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Please provide the disclosure to be included in this section in your next amendment, including the historical information required by Item 402 of Regulation S-K for each person who will serve as a director. Refer to Item 18(a)(7)(ii) of Form S-4. Experts, page 307

The Company respectfully advises the Staff that, in response to the Staff’s comment, it has revised the disclosure on page 330 of the Registration Statement to describe the compensation arrangements expected to apply to directors of the Company following Completion.

In regard to historical information, the Company acknowledges that Item 18(a)(7)(ii) of Form S-4 provides that a registration statement on Form S-4 must include “the information required by Item 402 of Regulation S-K” for each individual who will serve as a director of the surviving company.

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Item 402 requires disclosure of compensation paid to directors for services rendered to the registrant and its subsidiaries during the most recently completed fiscal year. See generally Item 402(a)(2); Item 402(k).

2023), neither the Company nor Smurfit Kappa was a registrant subject to the reporting and disclosure requirements of the Exchange Act and the Company did not have a director compensation program.

If Item 402 were to apply to the individuals who are expected to be appointed as directors of the Company in connection with the Completion, there would be no compensation for these individuals that is required to be disclosed by item 402, as they did not receive compensation for services rendered to the Company and its subsidiaries

With respect to 2023, certain expected directors of the

Company served as WestRock directors and certain expected directors of the Company served as Smurfit Kappa directors. With respect to such WestRock directors, information required by Item 402 of Regulation S-K in respect of their compensation for services rendered to WestRock is already incorporated by reference to WestRock’s public filings (as set forth in “Where You

Can Find More Information”) as permitted under Item 18(b) of Form S-4. As to such Smurfit Kappa directors, the

Company respectively submits to the Staff that, given that Smurfit Kappa was not a registrant subject to the reporting and disclosure requirements of the Exchange Act in 2023, Item 402 does not require any disclosure of compensation paid to Smurfit

Kappa directors by Smurfit Kappa in respect of such year. This position is further supported by Question 217.02 of the Staff’s Regulation S-K Compliance and Disclosure Interpretations, which addresses the application of Item 402 following a merger among operating companies and notes, in relevant part, that “the surviving company in the merger need not report on compensation paid by predecessor corporations that disappeared in the merger.”

Accordingly, the Company respectfully submits that Item 402 does not require the Company to report compensation paid by Smurfit

Kappa for 2023 to the individuals who are expected to become directors of the Company.

In addition, the Company respectfully submits that such historical compensation paid by Smurfit Kappa, which was determined and approved by the remuneration committee of the

Smurfit Kappa board of directors, is not material to investors in Smurfit WestRock as it is not part of the director compensation program of Smurfit WestRock and it is not representative of the expected terms of the director compensation program of Smurfit

WestRock. The Company believes that information about the expected post-Completion director compensation program of Smurfit WestRock is relevant to investors and the Company has included this information on page 330 of the Registration Statement.

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We note that you incorporated by reference WestRock Company's annual report on Form 10-K for the fiscal year ended September 30, 2023. Please revise your disclosure to provide the information required by Item 509 of Regulation S-K as it pertains to WestRock Company's independent registered public accounting firm.

The Company respectfully advises the Staff that it has revised the disclosure on page 332 of the Registration Statement in response to the Staff’s comment. Read in the reply ↗

Please revise to include the following exhibits in your exhibit index: • Offer Letters with each of the identified Smurfit WestRock executive officers; • Executive Short-Term Incentive Plan; • Executive Severance Plan; • Smurfit WestRock 2024 Long-Term Incentive Plan; • Subsidiaries of the registrant; • Consent of Lazard Freres & Co.

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LLC; • Consent of Evercore Group L.L.C; and • Consent of each director nominee who will be appointed to your board of directors upon the effectiveness of the registration statement. Refer to Rule 438 of the Securities Act.

The Company respectfully advises the Staff that it has revised the exhibit index on pages II-2 and II-3 of the Registration Statement in response to the Staff’s comment. Read in the reply ↗

Please revise to include the registrant’s name in the signature line. General

The Company respectfully advises the Staff that it has revised the disclosure on page II-6 of the Registration Statement in response to the Staff’s comment. Read in the reply ↗

Please furnish the information required by Item 510 of Regulation S-K. Refer to Item 9 of Form S-4.

The Company respectfully advises the Staff that it has revised the disclosure on pages 305 to 306 of the Registration Statement in response to the Staff’s comment, and also notes that this language is included on page II-4 of the Registration Statement. Read in the reply ↗

Please revise to comply with Item 404 of Regulation S-K. Refer to Item 18(a)(7)(iii) of

The Company respectfully advises the Staff that it has revised the disclosure on page 251 of the Registration Statement in response to the Staff’s comment. Read in the reply ↗

We note your response to prior comment 5. To the extent that you plan to request effectiveness of this proxy statement/prospectus prior to the filing of WestRock's 10-Q for the quarter ending March 31, 2024, please include the updates provided directly in this proxy statement/prospectus.

The Company acknowledges the Staff’s comment and will include the updates provided to the extent that the Company requests effectiveness of this proxy statement/prospectus prior to the filing of WestRock’s 10-Q for the quarter ending March 31, 2024. Read in the reply ↗

We note your revisions in response to prior comment 10 about WestRock and reissue in part. Please revise to state whether the advisor excluded any companies meeting the selection criteria from the analysis for Smurfit Kappa. Please explain the basis for such exclusions, if any. Opinion of Evercore Group L.L.C.

The Company respectfully advises the Staff that it has revised the disclosure on page 114 of Amendment No. 1 in response to the Staff’s comment. Read in the reply ↗

We note your revisions in response to prior comment 13 about WestRock and reissue in

The Company respectfully advises the Staff that it has revised the disclosure on page 124 of Amendment No. 1 in response to Read in the reply ↗

We note your disclosures that Smurfit WestRock expects to enter into offer agreements with Patrick Kivits, Thomas Stigers and Samuel Shoemaker with respect to their executive positions at the company. Please revise to include these exhibits in your exhibit index. Refer to Item 601(b)(10) of Regulation S-K or tell us why you believe that such exhibits are not required.

The Company respectfully notes that Item 601(b)(10)(iii)(A) of Regulation S-K provides that management contracts with named executive officers of the registrant are deemed material and required to be filed, and management contracts with other executive officers of the registrant are required to be filed unless immaterial in amount or significance. Patrick Kivits, Thomas Stigers, and

Samuel Shoemaker will not serve as executive officers of the Company. Accordingly, the Company respectfully submits to the Staff that the offer letters with Messrs.

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Kivits, Stigers and Shoemaker are not required to be included in the exhibit index. The

Company respectfully advises the Staff that it has revised the disclosure on page 142 of Amendment No. 1 in order to clarify that Messrs. Kivits, Stigers, and Shoemaker are expected to serve as executives, but not executive officers, of the

Company.

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We note that you present the historical consolidated balance sheet of WestRock as of September 30, 2023 in the pro forma combined balance sheet. We further note that a more current balance sheet as of December 31, 2023 has been filed by WestRock. Please update your balance sheet presentation to comply with Rule 11-02(c)(1) of Regulation S-X.

The Company respectfully advises the Staff that, in response to the Staff’s comment, it has revised the unaudited condensed pro forma combined financial information on pages 212 to 228 of Amendment No. 1 to present the historical balance sheet of

WestRock as of December 31, 2023. Read in the reply ↗

We note your disclosure on page 277 that the company will issue Series A Preferred Shares and Deferred Shares upon completion of the proposed combination. These shares appear to be related to the proposed combination. Please explain why you have not provided pro forma adjustments to reflect these shares and the associated preferred dividends or otherwise modify your pro forma presentation accordingly.

The Company respectfully advises the Staff that, in response to the Staff’s comment, it has revised pro forma balance sheet adjustment

6(h) on page 224 of Amendment No. 1 to reflect the expected issuance prior to completion of either the Smurfit Kappa

Share Exchange or the Merger of 10,000 Series A preference shares at a par value of $0.001 for expected total consideration of $10,000 and the conversion of 25,000 existing euro-denominated ordinary shares, with a par value of €1.00, into 25,000 Smurfit WestRock deferred shares, with a par value of €1.00. Read in the reply ↗

We note your disclosure on page 145 that the company will pay certain WestRock Company employees "Golden Parachute Compensation" upon completing the proposed combination. Please tell us what consideration you have given to providing Management's adjustments for these payments. Refer to Rule 11-02(a)(7) of Regulation S-X.

In response to the Staff’s comment, the Company respectfully advises the Staff as follows:

Rule 11-02(a)(7) of Regulation S-X provides that

“Management’s Adjustments depicting synergies and dis-synergies” of a transaction “may, in the registrant’s discretion, be presented if in its management's opinion, such adjustments would enhance an understanding of the pro forma effects of the transaction” and the conditions described in Rules 11-02(a)(7)(i) and 11-02(a)(7)(ii) of Regulation S-X are met.

The Company respectfully advises the Staff that the Company has, in its discretion, elected not to

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present any “Management’s

Adjustments” with respect to synergies or dis-synergies related to the Combination. Additionally, the Company believes that such adjustments would not, on the whole, significantly enhance an understanding of the pro forma effects of the transaction. With respect to “golden parachute” compensation in particular, the Company notes that any future “golden parachute” compensation primarily consists of certain employment termination payments and benefits that would only be payable in the event that certain future actions are taken, and certain conditions are satisfied, following the completion of the Combination. The occurrence of such possible future actions and the satisfaction of such conditions are, in some cases, not entirely within the Company’s control and in general are not currently determinable with a sufficiently high degree of certainty so as to warrant an adjustment. Moreover, the Company believes that any “Management’s Adjustments” related to such possible future “golden parachute” compensation would not significantly enhance an understanding of the pro forma effects of the transaction and the inclusion of such adjustments would not satisfy all of the conditions described in Rule 11-02(a)(7)(i) of Regulation S-X.

In addition, to make clear that no “Management’s

Adjustments” have been made in respect of “golden parachute” compensation, the Company respectfully advises the Staff that it has revised the disclosure on page 214 of Amendment No 1.

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We note your revisions in response to prior comment 27 and reissue in part. Please revise to comply with Item 404(b) of Regulation S-K.

The Company respectfully advises the Staff that it has revised the disclosure on page 253 of Amendment No. 1 in response to the Staff’s comment.

Security Ownership of Directors and Management of Smurfit WestRock, Read in the reply ↗

We note your response to prior comment 20 in reissue in part. Please add any shareholders that are expected to own more than 5% of the combined company.

The Company respectfully advises the Staff that it has revised the disclosure on page 279 of Amendment No. 1 in response to Read in the reply ↗

We note your response to prior comment 21 and reissue in part. In your next amendment, please provide the historical information required by Item 402 of Regulation S-K for Anthony Smurfit, Ken Bowles, Laurent Sellier, and Saverio Mayer. Refer to Item 18(a)(7)(ii) of Form S-4.

The Company respectfully advises the Staff that it has revised the disclosure on pages 326 to 346 of Amendment No. 1 in response Read in the reply ↗

Please revise to describe the material terms of the retention bonus letters that will be filed as Exhibits 10.9, 10.10 and 10.11 to your registration statement.

The Company respectfully advises the Staff that it has revised the disclosure on page 338 of Amendment No. 1 in response Read in the reply ↗

We note your response to prior comment 22 and reissue in part. Please provide the disclosure to be included in this section in your next amendment, including the historical information required by Item 402 of Regulation S-K for each Smurfit Kappa director who will serve as Smurfit WestRock director. Refer to Item 18(a)(7)(ii) of Form S-4.

The Company respectfully advises the Staff that it has revised the disclosure on pages 354 to 355 of Amendment No. 1 in response Read in the reply ↗

Please have your financial advisor revise its consent to consent to being named in the following sections: • “The Combination – Background of the Combination”; • “The Combination – Recommendation of the Transaction Committee and the WestRock Board Reasons for the Merger”; • “The Combination – Certain WestRock Unaudited Financial Information”; • “The Combination – Certain Smurfit Kappa Unaudited Financial

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Information”; and • “The Transaction Agreement – Representations and Warranties in the Transaction

The Company respectfully advises the staff that it has provided a revised consent as Exhibit 99.4 to this Amendment No. 1 in response to the Staff’s comment. Read in the reply ↗

We note your response to prior comment 1. Based on your anticipated timing, please revise the proxy statement/prospectus to include the disclosure provided in response to comment 5 of our letter dated March 13, 2024.

The Company respectfully advises the Staff that it has revised the disclosure on page 66 of the Registration Statement in response to the Staff’s comment. Read in the reply ↗

We note that you have filed a short form tax opinion as Exhibit 8.1. Please revise to state clearly that the disclosure in this section of the proxy statement/prospectus is the opinion of the named counsel. For more information, please refer to Section III.B.2. of Staff Legal Bulletin No. 19.

The Company respectfully advises the Staff that it has revised the disclosure on page 158 of the Registration Statement in response to the Staff’s comment. Read in the reply ↗

Please ensure that all missing information is provided in the next amendment, including the disclosure in the sections “Description of Smurfit WestRock Shares and the Smurfit

The Company respectfully advises the Staff that it has revised the disclosure throughout the Registration Statement to include all previously missing information in response to the Staff’s comment, including on pages 282-294 and pages 295-317 of the Registration Statement. Read in the reply ↗