SEC Comment Letter 0000000000-23-009337 to Celsius Holdings, Inc. (CELH) (CIK 0001341766) (CELH)
Celsius Holdings, Inc. (CELH) (CIK 0001341766)
Date: Aug. 24, 2023 · CIK: 0001341766 · Accession: 0000000000-23-009337
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File numbers found in text: 001-34611
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United States securities and exchange commission logo
August 24, 2023
Jarrod Langhans
Chief Financial Officer
Celsius Holdings, Inc.
2424 N. Federal Highway, Suite 208
Boca Raton, FL 33431
Re:Celsius Holdings, Inc.
Form 10-K for the Fiscal Year Ended December 31, 2022
Filed March 1, 2023
File No. 001-34611
Dear Jarrod Langhans:
We have reviewed your filing 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 these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
After reviewing your response to these comments, we may have additional comments.
Form 10-K for the Fiscal Year Ended December 31, 2022
General
1.We note that you provided more expansive disclosure in your August 2021
Environmental, Social, and Governance ("ESG") Report than you provided in your SEC
filings. Please advise us what consideration you gave to providing the same type of
climate-related disclosure in your SEC filings as you provided in your ESG Report.
Management's Discussion and Analysis of Financial Condition and Results of Operations, page
22
2.To the extent material, discuss the indirect consequences of climate-related regulation or
business trends, such as the following:
•decreased demand for goods or services that produce significant greenhouse gas
emissions or are related to carbon-based energy sources;
•increased demand for goods that result in lower emissions than competing products;
FirstName LastNameJarrod Langhans
Comapany NameCelsius Holdings, Inc.
August 24, 2023 Page 2
FirstName LastName
Jarrod Langhans
Celsius Holdings, Inc.
August 24, 2023
Page 2
•increased competition to develop or utilize innovative new products that result in
lower emissions;
•increased demand for generation and transmission of energy from alternative energy
sources; and
•any anticipated reputational risks resulting from operations or products that produce
material greenhouse gas emissions.
3.We note your disclosures on pages 15 and 16 of your Form 10-K regarding the impact of
the physical effects of climate change. Discuss in greater detail the physical effects of
climate change on your operations and results. This disclosure may include the following:
•severity of weather, including water availability and quality;
•quantification of material weather-related damages to your property or operations;
and
•any weather-related impacts on the cost or availability of insurance.
Your response should include quantitative information for each of the periods for which
financial statements are presented in your Form 10-K and explain whether changes are
expected in future periods.
4.If material, provide disclosure about your purchase or sale of carbon credits or offsets and
any material effects on your business, financial condition, and results of operations. To
the extent applicable, ensure you provide quantitative information with your response for
each of the periods for which financial statements are presented in your Form 10-K and
for any 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.
Please contact Michael Purcell at 202-551-5351 or Karina Dorin at 202-551-3763 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc: Robert W. Pommer III