United States securities and exchange commission logo

                             October 21, 2020

       Michael Petras, Jr.
       Chairman and Chief Executive Officer
       Sotera Health Topco, Inc.
       9100 South Hills Blvd, Suite 300
       Broadview Heights, OH 44147

                                                        Re: Sotera Health
Topco, Inc.
                                                            Amendment No. 2 to
Draft Registration Statement on Form S-1
                                                            Submitted October
9, 2020
                                                            CIK No. 0001822479

       Dear Mr. Petras:

            We have reviewed your amended draft registration statement and have
the following

              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 comment applies to your facts and
circumstances or do not
       believe an amendment is appropriate, please tell us why in your

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

       Amendment No. 1 to DRS

       Risk Factor Summary, page 9

   1.                                                   We note your response
to prior comment 5. As previously noted, please further balance
                                                        your Summary section by
expanding your summary risks disclosure, including by
                                                        expanding the seventh
bullet on page 10 to specify your total amount of debt and
                                                        the percentage of your
cash flow that must be dedicated to debt service (both principal and
Additionally, please balance your disclosures in the second full paragraph on
                                                        page 7 regarding
revenue growth by also noting you had net losses for fiscal years 2018
                                                        and 2019.

                                                        You may contact Tracie
Mariner at 202-551-3744 or Sasha Parikh at 202-551-3627 if
 Michael Petras, Jr.
Sotera Health Topco, Inc.
October 21, 2020
Page 2

you have questions regarding comments on the financial statements and related
matters. Please
contact Chris Edwards at 202-551-6761 or Dorrie Yale at 202-551-8776 with any

FirstName LastNameMichael Petras, Jr.
                                                          Division of
Corporation Finance
Comapany NameSotera Health Topco, Inc.
                                                          Office of Life
October 21, 2020 Page 2
cc:       David Lopez, Esq.
FirstName LastName