SecProbe.io

November 20, 2024
Stephen Kadenacy
Chief Financial Officer
BRC Inc.
1144 S. 500 W
Salt Lake City, UT 84101
Re:BRC Inc.
Form 10-K for the fiscal year ended December 31, 2023
Filed March 6, 2024
Form 8-K filed November 4, 2024
File No. 001-41275
Dear Stephen Kadenacy:
            We have reviewed your August 16, 2024 response to our comment letter and have the
following comments.
            Please respond to this letter 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 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.
Unless we note otherwise, any references to prior comments are to comments in our August
5, 2024 letter.
Form 10-K for the fiscal year ended December 31, 2023
Management's Discussion and Analysis of Financial Condition and Results of Operations
1.We note your response to prior comment 1. Please expand your disclosures in MD&A
in future filings to more fully address the following:
•Quantify the impact of the barter transactions on wholesale revenue;
•Identify who issued the prepaid advertising credits;
•Explain how, when, and where the prepaid advertising credits can and are
expected to be used; and
•Disclose and discuss the business reasons for entering the barter transactions,
including, as indicated to us, that the current the barter transactions primarily
resulted from disposing of excess inventory nearing its expiration dates.

November 20, 2024
Page 2
2.We note your response and partially reissue prior comment 3. To the extent you incur
material restructuring costs during any period presented, please revise future filings to
provide the disclosures required by ASC 420-10-50-1. Also, expand your disclosures
in MD&A in future filings to discuss and quantify the impact that restructuring
activities had and are expected to have on your results of operations. Refer to SAB
Topic 5:P:4.
3.We note your response and partially reissue prior comment 5. In addition to disclosing
and discussing the impact of the change in your loyalty program points policy on
revenue, please revise future filings to also disclose and discuss the impact on gross
profit and gross profit margin as previously requested.
4.We have considered your response to prior comment 2. In regard to the non-GAAP
adjustment for RTD Transformation Costs, the amounts related to Inventory write-off
and RTD liquidation appear to be normal, recurring operating expenses necessary to
operate your business. In addition, the Barter transaction discount adjustment has the
effect of changing the recognition and measurement principles required by GAAP.
Please confirm to us you will no longer include non-GAAP adjustments related to
these items in your non-GAAP financial measures in future filings, including for
comparable periods. Refer to both Questions 100.01 and 100.04 of the Compliance
and Disclosure Interpretations for Non-GAAP Financial Measures.
Form 8-K filed November 4, 2024
Exhibit 99.1
5.In the Highlights section of your earnings release, you present Adjusted EBITDA
before you present the most directly comparable GAAP measure, Net Loss. When you
present and discuss a non-GAAP financial measure, please revise future filings to
present and discuss the most directly comparable GAAP measure with greater
prominence. Refer to Item 10(e)(1)(i)(A) of Regulation S-K and Question 102.10 of
the Compliance and Disclosure Interpretations for Non-GAAP Financial Measures.

6.We note your responses and partially reissue prior comments 2 and 4. Please revise
future filings to quantify and more fully explain the specific nature of the material
costs included in each non-GAAP adjustment.  Also, revise future filings to remove
the characterization “nonrecurring” from non-GAAP adjustments that occur in
multiple periods. Refer to Questions 100.05 and 102.03 of the Compliance and
Disclosure Interpretations for Non-GAAP Financial Measures.
            Please contact SiSi Cheng at 202-551-5004 or Anne McConnell at 202-551-3709 if
you have questions regarding comments on the financial statements and related matters.
Sincerely,
Division of Corporation Finance
Office of Manufacturing