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United States securities and exchange commission logo





                              April 2, 2021

       Oliver Graham
       Chief Executive Officer
       Ardagh Metal Packaging S.A.
       56, rue Charles Martel
       L-2134 Luxembourg
       Luxembourg

                                                        Re: Ardagh Metal
Packaging S.A.
                                                            Registration
Statement on Form F-4
                                                            Filed March 8, 2021
                                                            File No. 333-254005

       Dear Mr. Graham:

              We have reviewed your registration statement and have the
following comments. In
       some of our comments, we may ask you to provide us with information so
we may better
       understand your disclosure.

              Please respond to this letter by amending your registration
statement and providing the
       requested information. If you do not believe our comments apply to your
facts and
       circumstances or do not believe an amendment is appropriate, please tell
us why in your
       response.

              After reviewing any amendment to your registration statement and
the information you
       provide in response to these comments, we may have additional comments.

       Form F-4 filed March 8, 2021

       General, page i

   1.                                                   Please briefly disclose
in the Notice of Special Meeting section following the Cover Page,
                                                        as well as in any other
pertinent section of the registration statement, the two proposals as
                                                        described on page 176
that make up the Governance Proposal. Also, discuss the
                                                        compulsory share
transfer provision on page 5 in the Summary Term Sheet section and on
                                                        page 17 in the Q&A
related to the Governance Proposal. Further, clarify in these
                                                        respective sections
that since AGSA will own approximately 80% of the outstanding
                                                        AMPSA Shares upon
completion of the merger, it will have the right to invoke the
                                                        compulsory share
transfer provision included in AMPSA's Articles of Association.
 Oliver Graham
FirstName   LastNameOliver Graham
Ardagh Metal   Packaging S.A.
Comapany
April       NameArdagh Metal Packaging S.A.
       2, 2021
April 22, 2021 Page 2
Page
FirstName LastName
Market and Industry Data, page 3

2.       Please advise whether the data provided by Smithers Pira was obtained
from a market
         report commissioned by you. If so, please file a consent pursuant to
Rule 436 of the
         Securities Act as an exhibit to your registration statement or explain
to us why this is not
         required.
What happens if the Merger Proposal is not approved?, page 18

3.       Please revise to clarify here, if true, that you may amend your
certificate of incorporation
         to extend your business combination deadline. We note your related
disclosure on page
         28 and in the risk factor on page 92. If there are reasons why you
cannot or will not seek
         shareholder approval to extend such deadline, please state why. Please
add similar
         clarification elsewhere in your filing where you mention the August
10, 2022 deadline.
What vote is required to approve the proposals presented at the Special
Meeting?, page 18

4.       Please revise to discuss the minimum percentage of GHV Common Stock
held by Public
         Stockholders that may need to vote in favor of the Merger Proposal in
order to approve
         the proposal. In that regard we note that your Initial Stockholders
have agreed to vote
         their shares of GHV Common Stock in favor of the Merger Proposal.
Shareholders Agreement, page 36

5.       We note your disclosure that so long as Ardagh Group holds at least
40% of the
         outstanding shares in AMPSA, Ardagh Group will have the right to
approve certain
         material actions to be taken by AMPSA. Please clarify what these
"material actions" are
         under this agreement.
Organizational Structure, page 43

6.       We note your disclosure on page 45 that the diagram shows the pro
forma ownership
         percentages and structure of AMPSA immediately following the
consummation of the
         PIPE and the merger. However, the diagram does not appear to show the
         anticipated ownership percentages. Please reconcile the diagram here
and on page 144 to
         include the anticipated ownership percentages following the merger or
advise.
Unaudited Pro Forma Condensed Combined Financial Information
Transaction Accounting Adjustments (assuming No Redemption)
Adjustment (9), page 108

7.       Please disclose the number of AMPSA shares issued in exchange for GHV
Class A
         common Stock and Class F common stock. In addition, provide a note
detailing the
         AMPSA shares issued in the Business Combination and related
transactions, reconciling
         to weighted average AMPSA shares outstanding disclosed on page 110,
under both the
         scenarios-assuming no redemption and maximum redemption.
 Oliver Graham
FirstName   LastNameOliver Graham
Ardagh Metal   Packaging S.A.
Comapany
April       NameArdagh Metal Packaging S.A.
       2, 2021
April 32, 2021 Page 3
Page
FirstName LastName
Adjustment (15) and Adjustment (19), page 109

8.       We note your disclosure that the difference in the estimated fair
value of equity
         instruments, i.e. shares and warrants issued by AMPSA, over the fair
value of identifiable
         net assets of GHV represents a service for listing of the AMPSA
shares. Please provide
         the computations of cost of service for listing AMPSA shares under
both the scenarios-
         assuming no redemption and maximum redemption.
Background of the Business Combination, page 122

9.       Please expand the disclosure in this section to include a more
detailed description of the
         negotiations surrounding the material terms of the merger agreement
and the other
         agreements related to the business combination. For example, please
specify which of the
         parties recommended the initial consideration, explain how that amount
was determined,
         and describe how the consideration changed over the course of the
negotiations until the
         parties arrived at the final consideration amount. Please provide
similar disclosure with
         respect to the form and mix of consideration and the adjustments
thereto, the earn-out
         right, and the material terms of the PIPE agreements and the services
agreement. See Item
         14(b)(7) of Schedule 14A.
10.      We note your disclosure on page 123 that, during a November 30, 2020
virtual meeting,
         Mr. Stone conveyed to Mr. Coulson    how a potential business
combination involving the
         Company and AMPSA would be structured, including that GHV contemplated
raising
         additional equity capital from private investors in connection with a
potential business
         combination.    Please expand your disclosure to explain whether you
considered any
         alternative financing arrangements, and, if so, why you ultimately
determined to pursue
         the PIPE Investment.
11.      Please clarify the role played by Deutsche Bank in the discussions
leading to the Business
         Combination. We note it participated in a virtual meeting on December
29, 2020, began
         undertaking additional diligence of the AMP Business and began the
preparation of the
         investor presentation with respect to the Potential Private Placement
on January 5, 2021,
         and participated in frequent telephonic conferences and virtual
meetings to discuss the
         status and progress of the Potential Private Placement between January
26, 2021 and
         February 19, 2021.
Certain Financial Projections Provided to GHV's Board, page 136

12.      We note your attempt to limit reliance on the disclosed financial
projections in the first
         paragraph of this section, as well as the first paragraph and third to
last paragraph on page
         137. Although you may place the disclosed information in appropriate
context, by
         disclosing underlying assumptions and discussing the purposes for
which the information
         was prepared, because this information constitutes public disclosure,
you may not limit
         reliance in this way. Please revise to remove broad limitations on
reliance.
 Oliver Graham
Ardagh Metal Packaging S.A.
April 2, 2021
Page 4
The Business Combination Agreement
The Structure of the Business Combination, page 142

13.      We note that AMPSA intends to incur indebtedness in an amount that
would yield net
         proceeds of not less than $2,315,000,000 and have an aggregate
principal amount of no
         more than $2,800,000,000. Please disclose the material terms,
quantitatively if known,
         resulting in the difference between the net proceeds and the
principal.
Our Competitive Strengths, page 181

14.      Please expand your disclosure to describe how you have significantly
diversified your
         customer base in North America and define what constitutes a
"specialty" can. Please also
         clarify the "high degree of indirect ownership" the Chairman has in
the Company.
AMPSA Managment's Discussion and Analysis of Financial Condition and Results of
Operations
Operating Results, page 203

15.      Please expand your disclosures of income tax expense to discuss the
changes in the
         effective tax rate from period to period and correspondingly the
significant factors that
         impacted the rate from period to period. Please quantify the material
factors disclosed as
         well as whether the material factors impacting the effective tax rate
are expected to have a
         continuing impact. Please specifically disclose whether you are aware
of any reasons why
         the effective tax rate in the historical financial statements may not
be indicative of your
         expected effective tax rate in future periods.
        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.

       Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.

        You may contact Myra Moosariparambil at 202-551-3796 or Raj Rajan at
202-551-3388
if you have questions regarding comments on the financial statements and
related matters. Please
contact John Stickel at 202-551-3324 or John Dana Brown at 202-551-3859 with
any other
questions.



FirstName LastNameOliver Graham                                Sincerely,
Comapany NameArdagh Metal Packaging S.A.
                                                               Division of
Corporation Finance
April 2, 2021 Page 4
FirstName LastName
                                                               Office of
Manufacturing
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