<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
United States securities and exchange commission logo





                              June 21, 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.
                                                            Amendment No. 2 to
                                                            Registration
Statement on Form F-4
                                                            Filed June 1, 2021
                                                            File No. 333-254005

       Dear Mr. Graham:

             We have reviewed your amended 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.
Unless we note
       otherwise, our references to prior comments are to comments in our April
2, 2021 letter.

       Amendment No. 2 to Form F-4 filed June 1, 2021

       General

   1.                                                   We note the statement
on page F-69 that "the Company will not redeem its public shares
                                                        of common stock in an
amount that would cause its net tangible assets to be less than
                                                        $5,000,001." Please
reconcile this with the fact that the Gores Holdings V, Inc. balance
                                                        sheet on page F-61
indicates that all 52,500,000 shares of Class A Common Stock are
                                                        subject to possible
redemption. As an additional matter confirm that Gores Holdings V,
                                                        Inc. will meet its
obligation under Securities Act Rule 419 to maintain net tangible assets
                                                        in excess of
$5,000,000.
 Oliver Graham
Ardagh Metal Packaging S.A.
June 21, 2021
Page 2
Committees of the Board of Directors, page 207

2.       Please discuss the extent of the board   s and the audit committee   s
role in overseeing
         cybersecurity risk management.
Recent Developments, page 230

3.       We note your disclosure about the recently experienced cybersecurity
incident. Please tell
         us if this incident materially affected your products, services,
relationships with customers
         or competitive conditions. If so, confirm that you will disclose any
related costs or other
         consequences in MD&A and reflect any material impact on your financial
condition in
         your financial statements and accompanying notes. We note your
disclosure that Ardagh
         Group's IT team has been working to assess and remediate the impact of
the event, that
         systems are being progressively brought back online securely in a
phased manner, and that
         you are in the early stage of investigating this incident. Please
confirm that you will
         update your disclosure as appropriate to discuss the magnitude of any
material incident
         and its consequences, any steps taken to remediate the incident or
mitigate harm, and
         whether there is any potential liability for damages. Also, tell us
whether management
         has identified deficiencies in the company   s disclosure controls and
procedures, related to
         this incident, that would render them ineffective.
        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
June 21, 2021 Page 2                                           Office of
Manufacturing
FirstName LastName
</TEXT>
</DOCUMENT>
