September 4, 2019

Christopher Young
Chief Executive Officer
Greenseer Holdings Corp.
2821 Mission College Blvd.
Santa Clara, CA 95054

       Re: Greenseer Holdings Corp.
           Draft Registration Statement on Form S-1
           Submitted August 8, 2019
           CIK No. 0001783317

Dear Mr. Young:

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

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

      After reviewing the information you provide in response to these comments
and your
amended draft registration statement or filed registration statement, we may
have additional

Draft Registration Statement on Form S-1

Cover Page

1.     You disclose that you have two classes of common stock, each of which is
entitled to one
       vote per share, and that you will be a controlled company following this
offering. Please
       revise the cover page to briefly identify your controlling shareholders
and their post-
       offering voting power. Additionally, revise to briefly describe the
effects of the Up-C
       structure, including that you will use the net proceeds from this
offering to acquire LLC
       units and become the managing member of Foundation Technology Worldwide
LLC, the
       economic interest and voting interest of you and the continuing LLC
owners in
       Foundation Technology Worldwide LLC and the ability of the continuing
LLC owners to
       exchange their LLC units and Class B common stock for Class A common
 Christopher Young
Greenseer Holdings Corp.
September 4, 2019
Page 2
Prospectus Summary
Overview, page 1

2.       You disclose that your activation-to-pay ratio for your anti-malware
product increased
         88% from the first quarter of the combined year 2017 to the first
quarter of fiscal 2019.
         Please define this metric and explain when the product is considered
to be activated.
         Clarify whether this measure is the same as the trial to pay
conversion measure that you
         reference in the Management's Discussion and Analysis section.
Summary of the Reorganization Transactions and Our Structure, page 8

3.       You disclose that you will have a minority economic interest in
Foundation Technology
         Worldwide LLC. Please revise to disclose this economic interest
percentage and to
         explain that the purchasers in this offering will indirectly have a
minority economic
         interest in Foundation Technology Worldwide LLC. In addition, explain
and disclose the
         specific rights, privileges, form and nature of both your minority
economic interest and
         your sole role as managing member in and of Foundation Technology
Worldwide LLC.
4.       You disclose that this offering is being conducted through an Up-C
structure and you
         identify certain potential benefits to existing owners. Please revise
here or elsewhere to
         summarize the implications of this structure for purchasers in this
5.       Please revise to include a diagram of your organizational structure
immediately following
         the reorganization transactions and the completion of this offering.
6.       You define continuing LLC owners as the existing holders of LLC units
of Foundation
         Technology Worldwide LLC. Please clarify, if true, that this defined
term includes Intel,
         your Sponsors, other investors and certain employees and directors.
Risk Factors
We rely significantly on third-party partners..., page 31

7.       You disclose here that your three largest channel partners accounted
for over 10% of your
         revenue in recent periods. Please revise your business section or
elsewhere to describe the
         material terms of your agreements with these named channel partners.
We have identified a material weakness..., page 55

8.     We note that you have implemented a plan to remediate the material
weakness you
       identified in your internal control over financial reporting. Please
revise to clarify what
       remains to be completed in your remediation plan. Also, if the material
weakness has not
FirstName LastNameChristopher Young
       been fully remediated, revise to disclose how long you estimate it will
take to complete
Comapany NameGreenseer Holdings Corp. material costs that you have incurred or
expect to
       your plan and disclose any associated
September 4, 2019 Page 2
FirstName LastName
 Christopher Young
FirstName Holdings Corp.
Greenseer LastNameChristopher Young
Comapany 4, 2019
September NameGreenseer Holdings Corp.
September 4, 2019 Page 3
Page 3
FirstName LastName
The Reorganization Transactions, page 64

9.       Please revise to provide a discussion of the basis for consolidating
         Technology Worldwide LLC pursuant to ASC 810-10-25. In this regard,
address whether
         there are any provisions present in the New LLC Agreement that would
         consolidation by you pursuant to ASC 810-10-25-2 or otherwise.
Use of Proceeds, page 69

10.      Please advise whether a portion of the net proceeds may be used to
make cash payments
         to the continuing LLC owners of Foundation Technology Worldwide LLC
pursuant to the
         Tax Receivable Agreement. To the extent you may use or may cause
         Technology Worldwide LLC to use the net proceeds for this purpose,
please revise.
Non-GAAP Financial Measures, page 82

11.      We note your adjustment for purchase accounting adjustments to
deferred revenue and
         costs in your adjusted revenue and adjusted EBITDA measures.
Considering your
         deferred revenue was adjusted to fair value at the time of acquisition
pursuant to GAAP,
         please tell us how you considered whether your various non-GAAP
measures that include
         these adjustments are substituting an individually tailored
recognition and measurement
         method for a GAAP measure. Refer to Question 100.04 of our Non-GAAP
         and Disclosure Interpretations and Rule 100(b) of Regulation G.
12.      On page 94, you also disclose that you exclude amounts for
"performance benefits or
         losses realized in connection with changes in accounting estimates"
from your adjusted
         net revenue. Please further explain what this adjustment consists of
and why you believe
         this adjustment provides useful information to investors. Refer to
Item 10(e)(1)(i)(C) of
         Regulation S-K.
13.      We note your adjustments for cash in lieu of equity awards in your
measure of adjusted
         EBITDA, which have occurred in multiple periods due to multiple
acquisitions. We also
         note you include an adjustment for equity based compensation in your
         Please revise to clarify that you do not have a "comparable program."
Also, given that
         this adjustment is reflected in multiple periods, please tell us what
you considered when
         concluding these were not normal reoccurring cash operating expenses.
Refer to Question
         100.01 of our Non-GAAP Compliance and Disclosure Interpretations.
14.      Please tell us the basis for including in your adjusted EBITDA measure
the adjustments
         related to expenses allocated by Intel in excess of your stand-alone
costs and
         transformation initiatives. Tell us how these adjustments were
derived. If they are
         estimates and/or forecasts, they appear to be inconsistent with
Question 100.04 of our
         Non-GAAP Financial Measures Compliance and Disclosure Interpretations.
 Christopher Young
FirstName Holdings Corp.
Greenseer LastNameChristopher Young
Comapany 4, 2019
September NameGreenseer Holdings Corp.
September 4, 2019 Page 4
Page 4
FirstName LastName
15.      Please provide additional disclosure about why you believe
presentation of a free cash
         flow margin is useful to investors. In this regard, we note that you
disclose that this and
         your measure of free cash flow is a liquidity measure that provides
useful information
         about the amount of cash generated that can be used for a variety of
disclosed purposes.
         However, please explain to us the appropriateness of using adjusted
net revenue as a
         denominator that results in a liquidity measure. Please explain the
basis for including the
         impact of the adjustments for the purchased deferred revenue within
this measure. Refer
         to Item 10(e)(1)(i)(C) of Regulation S-K.
Management's Discussion and Analysis of Financial Condition and Results of
Operations, page

16.      Your disclosure indicates that the number of Core Enterprise Customers
has decreased
         since December 30, 2017 while the number of Consumer Customers has
increased during
         that time period. It also appears that your revenue from the Consumer
segment increased
         at a greater rate than the Enterprise segment in 2018 and the first
quarter of 2019. Please
         revise your disclosure to explain whether management anticipates these
trends to continue
         in future periods. We refer you to Section III.B of SEC Release No.
33-8350. Finally,
         clarify whether the 75%, 69% and 63% of Fortune 100, Fortune 500, and
Global 2000
         firms, respectively, are enterprise customers and, specifically, Core
Enterprise Customers.
Key Operating Metrics, page 90

17.      On page 89, you describe the recurring revenue percentage as
calculated using an adjusted
         net revenue amount. Please confirm if your recurring revenue
percentage disclosed as a
         key metric on page 91 is the same metric as that discussed on page 89.
If so, describe how
         adjusted net revenue is calculated and provide a reconciliation to
your GAAP revenues, if
18.      On page 110 and 113, you discuss that increased trial to pay
conversion contributed to
         increased revenues. Considering your disclosure on page 91 that the
number of consumer
         customers is a key metric, please tell us whether you monitor or use
the trial to pay
         conversion rate to manage your business and evaluate your results of
operations. If so,
         please revise to disclose such metric for each reported period. Refer
to Section I.B of
         SEC Release No. 33-8350.
19.      Please tell us why you include devices that have free trials and
pre-installs of any McAfee
         security consumer product in your metric of Consumer Actively
Protected Devices. In
         this regard, devices that are protected on a free or trial basis would
not appear to
         contribute to your revenues and may never become customers. Also,
disclose the number
         of free and trial basis devices included in this metric.
 Christopher Young
FirstName Holdings Corp.
Greenseer LastNameChristopher Young
Comapany 4, 2019
September NameGreenseer Holdings Corp.
September 4, 2019 Page 5
Page 5
FirstName LastName
Results of Operations, page 99

20.      We note that in order to assist in the period to period comparison,
you have combined
         your predecessor and successor periods in fiscal year 2017 as a sum of
the amounts
         without any other adjustments, refer to the combined period as the
combined year 2017
         and that this combination does not comply with GAAP or with the rules
for pro forma
         presentation. We further note that you have not included a separate
discussion and
         analysis of the historical results of the predecessor period from
January 1. 2017 to April 3,
         2017 and the successor period from April 4, 2017 to December 30, 2017,
which are
         presented elsewhere in your filing. As the acquisition appears to have
materially impacted
         your financial statements, please tell us how you concluded that this
presentation provides
         meaningful information to investors as compared to providing a
discussion based on pro
         forma information that would have been provided had you been a public
filer at the time
         of the acquisition.
Comparison of the Combined Year 2017 and Fiscal 2018, page 105

21.      Considering your emphasis on obtaining new customers and expanding
sales to existing
         customers, please revise your disclosure, both here and on page 110,
to provide an
         indication of the magnitude of each of these on your revenue growth in
quantified terms,
         if reasonably practicable. For example, disclose the increase in
revenue attributable to
         new versus existing customers, the average price per customer or the
percentage growth in
         each. Refer to Item 303(a)(3)(iii) of Regulation S-K and Section III.D
of SEC Release
         No. 33-6835.
Liquidity and Capital Resources, page 118

22.      Please revise to address the Tax Receivable Agreement, including
estimated annual
         payments and how you intend to fund the required payments under the
agreement. Revise
         to disclose the reasonably likely impact on your liquidity from any
known trends, events
         or uncertainties related to the Tax Receivable Agreement payments.
Refer to Sections
         III.B.3 and IV of SEC Release No. 33-8350.
Sources of Liquidity, page 118

23.      Please revise to address the fact that you are a holding company with
no operations of
         your own and that you depend on your subsidiaries for cash. Please
also disclose any
         restrictions or other factors that could inhibit your subsidiaries'
ability to pay dividends or
         make other distributions to the parent company. Refer to Item
303(a)(1) of Regulation S-
         K. Please also tell us what consideration you gave to disclosing the
information required
         by Rule 4-08(e) of Regulation S-X.
 Christopher Young
FirstName Holdings Corp.
Greenseer LastNameChristopher Young
Comapany 4, 2019
September NameGreenseer Holdings Corp.
September 4, 2019 Page 6
Page 6
FirstName LastName
Consolidated Statements of Cash Flows, page 120

24.      Please revise your discussion of the changes in working capital to
discuss the underlying
         reasons for the changes during the reported periods. For example, we
note in 2017 that
         your revenue does not appear materially changed; however, your
deferred revenue was the
         driver for the increase in cash flows. In 2018 your revenue did
increase but your accounts
         receivable declined. Refer to Section IV.B.1 of SEC Release No.
Contractual Obligations and Commitments, page 122

25.      Please revise the notes to the table to disclose that the payments you
may be required to
         make under the Tax Receivable Agreement may be significant, and are
not reflected in the
         table. See Section III.D of SEC Release No. 33-8182.
Executive Compensation
Employment Arrangements, page 170

26.      You discuss employment agreements, offer letters and other employment
         you have with your named executive officers. Please tell us whether
you intend to file
         these agreements or advise why this is not required to be filed. See
Item 601(b)(10)(iii) of
         Regulation S-K.
Related Party Transactions
Stockholders Agreement, page 186

27.      Please summarize the material terms of the Stockholders Agreement,
including board
         representation rights, governance rights and other rights of each
party under the
Description of Capital Stock, page 195

28.      You state that Class B common stock is entitled to one vote per share
on all matters and
         that the voting power of the outstanding Class B common stock will be
equal to the
         percentage of LLC units not held directly or indirectly by Greenseer
Holdings Corp.
         Please clarify whether the voting power afforded to holders of LLC
Units by their shares
         of Class B common stock will be automatically and correspondingly
reduced or increased
         as the number of LLC Units held by such holder of Class B common stock
decreases or
         increases. Also, disclose the circumstances in which holders of Class
A common stock
         would be entitled to a separate class vote.
Notes to the Combined (Predecessor) / Consolidated (Successor) Financial
Note 2: Significant Accounting Policies
Revenue Recognition, page F-10

29.      You state that certain of your perpetual software licenses, and the
corresponding material
 Christopher Young
Greenseer Holdings Corp.
September 4, 2019
Page 7
      right performance obligation, are recognized over the term of the
technology constrained
      customer life. Please tell us your basis for recognizing revenue for the
license in periods
      past the initial contractual term for the maintenance and support. In
addition, please
      clarify the period of time over which you are recognizing revenue for
your material right.
      If this period begins prior to the time the additional maintenance and
support is transferred
      or when the material right expires, tell us why you believe this is
appropriate. Refer to
      ASC 606-10-55-42.
Consideration Payable to a Customer, page F-12

30.   We note your disclosure on page 95 that certain payments made to channel
partners are
      recognized as cost of sales or marketing expenses. Please revise to
quantify these
      amounts in each period presented or state that amounts are not material,
as applicable.
Contract Costs, page F-12

31.   We note your disclosure that the revenue share under programs with
certain of your
      distributors is capitalized. Please further explain these payments and
your basis for
      capitalizing payments made to customers.

32.   We note that you have included certain graphics in your prospectus.
Please provide us
      with copies of these and any other graphical materials or artwork that
you intend to use in
      your prospectus. Upon review of such materials, we may have further
comments. For
      guidance, consider Question 101.02 of our Securities Act Forms Compliance
      Disclosure Interpretations.
       You may contact Rebekah Lindsey, Staff Accountant, at (202) 551-3303 or
Wilson, Senior Assistant Chief Accountant, at (202) 551-3226 if you have
questions regarding
comments on the financial statements and related matters. Please contact
Mitchell Austin, Staff
Attorney, at (202) 551-3574 or Jan Woo, Legal Branch Chief, at (202) 551-3453
with any other


FirstName LastNameChristopher Young                         Division of
Corporation Finance
                                                            Office of
Information Technologies
Comapany NameGreenseer Holdings Corp.
                                                            and Services
September 4, 2019 Page 7
cc:       Thomas Holden, Esq.
FirstName LastName