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CORRESP
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            August 16, 2024

      Ms. Sisi Cheng

      Ms. Anne McConnell

      U.S. Securities and Exchange Commission

      Division of Corporation Finance

      Office of Life Sciences

      100 F Street, N.E.

      Washington, D.C. 20549

            Re:

            BRC Inc.

            Form 10-K for the fiscal year ended December 31, 2023

            Filed March 6, 2024

            Form 10-Q for the quarterly period ended March 31, 2024

            Filed May 8, 2024

            Form 8-K

            Filed March 6, 2024

            File No. 001-41275

    Dear Ms. Cheng and Ms. McConnell:

    On behalf of our client, BRC Inc., a Delaware public benefit corporation (the “Company”), we submit to the staff of the Division of Corporation Finance (the “Staff”) of the United States Securities and Exchange Commission the Company’s
      response to the comments contained in the Staff’s letter, dated August 5, 2024 (the “Comment Letter”), with respect to the above-referenced Form 10-K for
        the fiscal year ended December 31, 2023 filed on March 6, 2024 (the “Form 10-K”), Form 10-Q for the quarterly period ended
        March 31, 2024 filed on May 8, 2024 (the “Form 10-Q”) and Form 8-K filed on March 6, 2024 (the “Form 8-K”).

    For ease of reference, each comment contained in the Comment Letter is printed below in bold and is followed by the Company’s response.

    Form 10-K for the fiscal year ended December 31, 2023

    Management's Discussion and Analysis of Financial Condition and Results of Operations, page 48

          1.

            We note disclosures in your financial statements indicate you exchanged finished goods inventory for prepaid advertising that resulted in recording $29 million in additional Wholesale revenue during FY 2023.
              Based on the impact of this transaction on your results of operations, including the fact that it accounts for one-third of the increase in Wholesale revenue during FY 2023, it appears this transaction and its positive impact on Wholesale
              revenue and potentially negative impact on gross profit margin should be disclosed and discussed under Results of Operations. It also appears critical accounting estimates related to this transaction should be disclosed and discussed under
              Critical Accounting Estimates. Please advise or revise future filings as appropriate. In addition to explaining the transaction, disclosing its impact on results of operations, and discussing related critical accounting estimates in future
              filings, please tell us, and revise future filing to address, the following:

                August 16, 2024

                Page 2

          •

            Explain the facts and circumstances related to the transaction and the reasons you entered into it.

          •

            Explain the specific nature of the prepaid advertising you received, including the time period over which you are required to or expect to use it and if and how you assess it for impairment at each balance sheet
              date.

          •

            You disclose you valued the transaction based on the standalone selling price of finished goods sold to distributors; however, based on disclosures in your Annual Earnings Release filed under Form 8-K, we note
              you recorded write-offs of RTD inventory during FY 2023. Explain the specific nature of the inventory you exchanged for prepaid advertising and the specific nature of the inventory you wrote-off and disclose and discuss how you determined the
              inventory you exchanged was not impaired prior to the exchange.

    Since this transaction impacts subsequent interim periods, this comment is also applicable to your subsequent quarterly filings.

    Response:

    The Company respectfully acknowledges the Staff’s comment and believes that the positive impact of the exchange of finished goods inventory for prepaid advertising (the “Exchange Transaction”) was disclosed and discussed
      in the Form 10-K.  Specifically, in the Form 10-K, the Company stated that “The Wholesale channel performance was primarily driven by entry into, and growth in, the food, drug and mass market (“FDM”) along with continued

          distribution and innovation in our RTD product line.”  Indeed, the Exchange Transaction was a significant example of continued distribution and innovation in the Company’s Ready-to-Drink (“RTD”) product line.  However, the Company notes from the Staff’s comment that it would be helpful to the users of the financial statements to see more explicitly that this Exchange Transaction has impacted Wholesale channel revenue
      and for that reason, the Company has added the following language to the Results of Operations section of Management’s Discussion & Analysis in the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2024 (the “Q2 Form 10-Q”) and will continue to add similar language in future filings where the Exchange Transaction has had a meaningful impact on Wholesale channel revenue:  “In addition, we saw an
      increase related to a barter transaction whereby we exchanged finished goods inventory for prepaid advertising credits,”.

    Regarding the Staff’s comment as to the potential negative impact on gross profit margin resulting from the Exchange Transaction, the Company respectfully advises the Staff that in Note. 5 to the Audited Financial
      Statements in the Form 10-K, the Company states:  “We measured the noncash consideration using the standalone selling price of finished goods sold to distributors”.  This measurement resulted in a gross margin that was comparable with most of the
      Company’s large distributors and as such, there was no negative impact on overall gross profit margin to disclose.

                August 16, 2024

                Page 3

    Regarding the Staff’s comment that the Exchange Transaction should be disclosed and discussed in Critical Accounting Estimates, the Company notes that according to Item 303(b)(3) of Regulation S-K, “Critical accounting
      estimates are those made in accordance with generally accepted accounting principles that involve a significant level of estimation uncertainty and have had or are reasonably likely to have a material
      impact on the financial condition or results of operations of the registrant.”  The Company respectfully advises the Staff that while preparing the Form 10-K, the Company assessed whether the Exchange Transaction was a Critical Accounting Estimate
      and concluded that the Exchange Transaction does not warrant a Critical Accounting Estimate disclosure because the Exchange Transaction does not involve a significant level of estimation uncertainty. The Company determined that the selling price
      should be estimated using the “standalone selling price of the goods or services promised to the customer in exchange for the consideration,” which is the method that should be applied, according to ASC 606-10-32-22, “if an entity cannot reasonably
      estimate the fair value of the noncash consideration”, which is the case for the Exchange Transaction. The estimation of the standalone selling price of the RTD inventory required the Company to apply the distributor pricing that is applied to more
      than 70% of the Company’s RTD customers.  Given the lack of estimation uncertainty in determining the amount that should be recorded, the Company respectfully advises that the Company does not believe that a disclosure of a Critical Accounting
      Estimate is necessary.

    Regarding the Staff’s comment that the Company provide additional information around the facts and the circumstances related to the Exchange Transaction and the reason the Company entered into such transaction, the
      Company advises the Staff that the reason for the Exchange Transaction was to exchange RTD inventory for prepaid advertising credits. This has been and will continue to be disclosed in periods that the Exchange Transaction has a material impact on
      the Company’s financial statements.

    Regarding the Staff’s comment that the Company explain the specific nature of the prepaid advertising credits received, including the time period over which the Company expects to use it and if and how the Company
      assesses it for impairment at each balance sheet date, the Company respectfully advises the Staff that the prepaid advertising credits can be used for virtually any type of advertising media through one of several media partners of the counterparty
      to the Exchange Transaction, and must be used within four years of the initial contract date. The Company has disclosed the period over which it expects to use these credits in Note 5 to the financial statements in the Q2 Form 10-Q, and will continue
      to disclose this fact in future filings.  The Company has disclosed its method of analyzing assets for impairment in Note 2 of its financial statements in the Company’s quarterly reports on Form 10-Q and annual report on Form 10-K, where the Company
      disclosed that “The Company reviews the recoverability of its long-lived assets, such as property and equipment and identifiable intangible assets, when events or changes in circumstances occur that indicate the carrying value of the asset or asset
      group may not be recoverable.”

    Finally, regarding the Staff’s comment as to the specific nature of the inventory exchanged for prepaid advertising and the specific nature of the inventory the Company wrote-off that was disclosed in the Company's
      annual earnings release furnished as Exhibit 99.1 to the Form 8-K, the Company advises the Staff that the goods that were exchanged for prepaid advertising were finished goods, RTD, canned coffee with more than 60 days remaining before expiration.
      The referenced inventory write-off included RTD finished good inventory, which have an expiration within 60 days of the balance sheet date. The expiry and write-off of RTD finished goods inventory (which occurred during the fourth quarter of 2023)
      was not forecasted at the time the Exchange Transaction was initiated in the third quarter of 2023.

                August 16, 2024

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    Form 8-K filed March 6, 2024

    Exhibit 99.1

    Non-GAAP Financial Measures

    Reconciliation of Net Loss to Adjusted EBITDA, page 11

          2.

            We note your non-GAAP financial measure, Adjusted EBITDA, includes several adjustments that appear to relate to normal operating expenses necessary to operate your business. Please address the following:

          •

            In regard to the adjustment for executive recruitment, relocation, and sign-on bonuses, tell us, and disclose, the amounts related to each during each period and explain how you determined excluding costs related
              to hiring and compensating employees from a non-GAAP performance measure is appropriate.

          •

            In regard to the adjustment for strategic initiative related costs, tell us, and disclose, the amounts and specific nature of the costs incurred during each period and explain how you determined excluding
              operating costs to grow and/or improve productivity from a non-GAAP performance measure is appropriate.

          •

            In regard to the adjustment for legal costs, tell us, and disclose, the amounts and specific nature of each legal dispute during each period and explain how you determined excluding operating costs necessary to
              operate your business from a non-GAAP performance measure is appropriate.

          •

            In regard to the adjustment for RTD start-up and production issues, tell us, and disclose, the amounts and specific nature of each cost during each period and explain how you determined excluding costs related to
              start-up and production issues from a non-GAAP performance measure is appropriate.

          •

            In regard to the adjustment for RTD transformation costs, tell us, and disclose, the amounts and specific nature of the loss on the write-off of RTD inventory, the discounts recognized on non-cash transactions,
              and the other non-cash costs to transform your RTD business during each period and explain how you determined excluding these operating costs from a non-GAAP performance measure is appropriate.

          •

            Explain why costs you exclude from your non-GAAP financial measure are not disclosed and discussed in MD&A in any annual or quarterly filings.

    Please specifically explain how you determined each adjustment above is appropriate based on the guidance in Question 100.01 of the Compliance & Disclosure Interpretations on
      Non-GAAP Financial Measures or tell us how you plan to revise your non-GAAP financial measure to comply with that guidance. We note your characterization of several non-GAAP adjustments as "non-cash". Please be advised, although the guidance in
      Question 100.01 of the Compliance and Disclosure Interpretations for Non-GAAP Financial Measures indicates normal recurring cash operating expenses are one example of a non-GAAP adjustment that may be misleading that is not meant to imply that
      excluding non-cash operating expenses would also not be misleading. Please specifically explain how you determined excluding non-cash operating expenses necessary to operate your business complies with the guidance in both Questions 100.01 and 100.04
      of the Compliance and Disclosure Interpretations for Non-GAAP Financial Measures. This comment is also applicable to your Form 8-K filed on May 8, 2024.

                August 16, 2024

                Page 5

    Response:

    The Company respectfully acknowledges the Staff’s comment and advises the Staff that it believes the aforementioned adjustments to Adjusted EBITDA, beginning in the third quarter of 2023 are appropriate and consistent
      with the guidance in Questions 100.01 and 100.04 of the Division of Corporation Finance’s Compliance & Disclosure Interpretations on Non-GAAP Financial Measures for the reasons described below.

    With regard to periods prior to the third quarter of 2023, the Company would like to draw the Staff’s attention to correspondence between the Company and the Division of Corporate Finance – Office of Manufacturing,
      between May 24, 2023 and concluding on September 21, 2023. As a result of such correspondence, the Company agreed with the Staff that it would modify its reporting prospectively with regard to certain matters addressed therein. This correspondence is
      referenced in the details below as the “2023 Comment Letter”.

    Background

    The adjustments to Adjusted EBITDA referenced in the Staff’s comment primarily relate to four extraordinary matters:

    (1) the February 2022 business combination among the Company, SilverBox Engaged Merger Corp I, Authentic Brands LLC, and certain merger subsidiaries (the “Business
        Combination”),

    (2) the Company’s transition in the second half of 2022 of certain of its RTD products to tolling arrangements with co-manufacturers who have not previously produced the Company’s products and in which the Company
      sources and maintains storage of raw material inputs and other supplies and assumes greater involvement in the production of its products, as compared to the Company’s historical approach of outsourcing all manufacturing and sourcing of its products
      to “turnkey” manufacturers (the “RTD Transition”),

    (3) the Company’s entry in 2022 into the FDM in collaboration with Walmart, as compared to its historical Direct to Consumer business selling products directly to consumers online (the “FDM Wholesale Expansion”), and

    (4) the Company’s transformation of its RTD business in the second half of 2023 (the “RTD Transfo