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 April 29, 2026

Joe Vernachio
Chief Executive Officer
Allbirds, Inc.
530 Washington St.
San Francisco, CA 94111

 Re: Allbirds, Inc.
 Preliminary Proxy Statement on Schedule 14A
 Filed April 15, 2026
 File No. 001-40963
Dear Joe Vernachio:

 We have reviewed your filing and have the following comments.

 Please respond to this letter within ten business days by providing the
requested
information in a revised preliminary proxy statement or advise us as soon as
possible when you
will respond. If you do not believe a comment applies to your facts and
circumstances, please
tell us why in your response.

 After reviewing your response to this letter, we may have additional
comments.

Preliminary Proxy Statement filed April 15, 2026
Questions and Answers about the Special Meeting, page 5

1. We note disclosure that after the Asset Sale, you anticipate that
stockholders will
 continue to hold Nasdaq-listed stock. However, we note other disclosure
that after the
 Dissolution, you will have your Class A common stock delisted from
Nasdaq. In
 addition, we note that the Duff & Phelps opinion relates to the fairness
of the
 distribution to stockholders upon dissolution. Please revise to include
additional
 questions and answers that clearly disclose your current plans. Your
revised disclosure
 should state whether the Board currently intends to continue the company
as a Nasdaq-
 listed company, or to dissolve. If the Board intends for stockholders to
continue to hold
 Nasdaq-listed stock, please explain why you are seeking stockholder
approval of the
 Dissolution Proposal. Your disclosure should also describe what a
current stockholder
 can expect to happen to their investment and explain how or why the
Board may change
 its current plans.
2. Please revise to state whether any of the proposals are conditioned on
the approval of any
 of the other proposals.
 April 29, 2026
Page 2
The Dissolution Proposal (Proposal No. 4), page 66

3. We note disclosure that if the stockholders approve the Dissolution
Proposal, the Board
 will decide whether or not to proceed with the Dissolution in its sole
discretion, including
 that you will file the Certificate of Dissolution and will close your
transfer books on the
 filing date. Further, we note disclosure on page 19 that in the event
the Board determines
 to proceed with the dissolution, you will have your Class A common stock
delisted from
 Nasdaq, which will be effective 10 days after you file such an
application on Form 25.
 Please revise to clarify the timing of filing the Certificate of
Dissolution in relation to the
 Form 25. State clearly whether and when you will notify stockholders of
the Board s
 determination to proceed with the Dissolution prior to filing the
Certificate of
 Dissolution and Form 25, respectively. If you do not intend to notify
stockholders, so
 state. Update the risk factors as appropriate.
Security Ownership of Certain Beneficial Owners and Management, page 80

4. Noting that the issuance contemplated by the Nasdaq Proposal relates to
more than
 19.99% of your outstanding common stock upon the conversion of the
Convertible
 Notes, please fill in the table in a revised preliminary proxy statement
and include a
 separate column that reflects the beneficial ownership and voting
control after the
 conversion of the Convertible Notes. In addition, where you discuss the
Nasdaq
 Proposal here and throughout the proxy statement, please revise to state
the Investor's
 potential ownership and voting control after the conversion and identify
the Investor.

 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 Jenny O'Shanick at 202-551-8005 or Erin Purnell at
202-551-3454 with
any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of
Manufacturing
cc: Amy Bowler
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