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 *FOIA CONFIDENTIAL TREATMENT REQUESTED BY BRC INC.*

CERTAIN PORTIONS OF THIS LETTER AS FILED VIA EDGAR HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED
PURSUANT TO 17 CFR 200.83 WITH RESPECT TO THE OMITTED PORTIONS. OMITTED INFORMATION HAS BEEN REPLACED IN THIS LETTER AS FILED VIA EDGAR WITH A PLACEHOLDER IDENTIFIED BY THE MARK “[***].” THE OMITTED PORTIONS ARE BRACKETED IN THE UNREDACTED
PAPER SUBMISSION FOR EASE OF IDENTIFICATION.

 June 23, 2023

VIA EDGAR

 Securities and Exchange Commission

Division of Corporation Finance

 100 F Street, N.E.

Washington, D.C. 20549

Attn:
 Kevin Stertzel

Anne McConnell

Re:
 BRC Inc.

Form 10-K for the fiscal year ended December 31, 2022

Filed March 15, 2023

Form 8-K filed on March 15, 2023

File No. 001-41275

Ladies and Gentlemen:

 This letter sets forth
the responses of BRC Inc. (the “Company”) to the comments provided by the staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the “Commission”) in
its comment letter dated May 24, 2023 with respect to the above-referenced Form 10-K and Form 8-K. For your convenience, the Staff’s comments are set
forth in bold and italics below, followed by the Company’s responses.

 Form 10-K for the fiscal year ended
December 31, 2022

 Item 15. Exhibits, Financial Statement Schedules

Exhibits 31.1, 31.2, and 31.3, page 69

1.
 We note the certifications filed with your Form 10-K do not refer
to internal control over financial reporting in the introductory language in paragraph 4. We also note the certifications filed with your Form 10-Q for the period ended March 31, 2023 do not refer to
internal control over financial reporting in the introductory language in paragraph 4 and omit paragraph 4(b). Please ensure all certifications filed with your Exchange Act reports conform exactly to the language set forth in Exchange Act Rule 13a-14(a).

 Securities and Exchange Commission

June 23, 2023

  Page
 2

 Company Response:

We respectfully acknowledge the Staff’s comment and have filed abbreviated amendments to the Form
10-K and Form 10-Q, which include revised officer certifications that include the introductory sentence of paragraph 4 and paragraph 4(b) referring to internal control
over financial reporting. We have followed the instructions in the Division of Corporation Finance’s Regulation S-K Compliance & Disclosure Interpretation 246.13, which instructs filers to
include only the cover page, explanatory note, signature page and paragraphs 1, 2, 4 and 5 of the Section 302 certifications. The Company will ensure all Section 302 certifications filed with its Exchange Act reports going forward will
conform exactly to the language set forth in Exchange Act Rule 13a-14(a).

 Form
8-K filed on March 15, 2023

 Exhibit 99.1

Non-GAAP Financial Measures, page 10

2.
 We note you present a non-GAAP financial measure you identify as
Adjusted EBITDA that includes several adjustments that appear to relate to normal, recurring, cash operating expense necessary to operate your business. Please address the following:

•

 In regard to the adjustment for Executive recruiting, severance, relocation and sign-on bonus, tell us the amount of the adjustment that relates to relocation and sign-on bonus for each period presented and for the subsequent interim period ended
March 31, 2023 and explain why you believe adjusting a non-GAAP performance measure essentially for cash compensation paid to current employees is appropriate.

•

 In regard to the adjustment for Strategic initiative related costs, tell us the specific nature of these
costs for each period presented and for the subsequent interim period ended March 31, 2023 and explain why you believe adjusting a non-GAAP performance measure for cash
operating costs necessary to grow your business and/or improve productivity is appropriate.

•

 In regard to the adjustment for Non-routine legal expense, tell us
the specific nature of the non-routine legal matter, explain how you objectively identify routine and nonroutine legal expenses, and explain why you believe adjusting a
non-GAAP performance measure for cash operating costs necessary to operate your business is appropriate.

•

 In regard to the adjustment for RTD start-up and production issue,
tell us the specific nature of these costs for each period presented and for the subsequent interim period ended March 31, 2023 and explain why you believe adjusting a non-GAAP
performance measure for cash operating costs necessary to produce products is appropriate.

 Please
specifically tell us how you determined each adjustment identified above is appropriate based on the guidance in Question 100.01 of the Division of Corporation Finance’s Compliance & Disclosure Interpretations on Non-GAAP Financial Measures or tell us how you plan to revise your non-GAAP financial measure.

 FOIA Confidential
Treatment Requested by BRC Inc.

 Securities and Exchange Commission

June 23, 2023

  Page
 3

 Company Response:

We respectfully acknowledge the Staff’s comment and advise the Staff that we believe the aforementioned adjustments to Adjusted EBITDA are
appropriate and consistent with the guidance in Question 100.01 of the Division of Corporation Finance’s Compliance & Disclosure Interpretations on Non-GAAP Financial Measures for the reasons
described below.

 The Company recently undertook a comprehensive review of its non-GAAP financial
measures in connection with announcing results for the fiscal year ended December 31, 2022. We concluded that the adjustments to Adjusted EBITDA were consistent with Question 100.01 of the Division of Corporation Finance’s
Compliance & Disclosure Interpretations on Non-GAAP Financial Measures as well as Rule 100(b) of Regulation G to which it relates, other than pre-opening
expenses for the Company’s retail locations, which we determined to be normal, recurring, cash operating expenses. Accordingly, the Company revised its presentation of Adjusted EBITDA in its earnings release for the fiscal year ended
December 31, 2022 for all periods presented with such expenses not added back to Adjusted EBITDA. Otherwise, we respectfully believe the other adjustments are meaningful, appropriate and not misleading.

Background

 These adjustments to Adjusted
EBITDA primarily relate to three 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) our transition in the second half of 2022 of certain of our Ready-To-Drink (“RTD”) products to tolling arrangements
with co-manufacturers who have not previously produced our products and in which we source and maintain storage of raw material inputs and other supplies and assume greater involvement in the production of our
products, as compared to our historical approach of outsourcing all manufacturing and sourcing of our products to “turnkey” manufacturers (the “RTD Transition”), and (3) our entry in 2022 into the food, drug and mass
market (“FDM”) in collaboration with Walmart, as compared to our historical Direct to Consumer business selling products directly to consumers online (the “FDM Wholesale Expansion”).

The Business Combination fundamentally transformed our business, following which we became a public company. The RTD Transition and FDM
Wholesale Expansion similarly marked fundamental departures from our historical approach to business. In particular, both the RTD Transition and FDM Wholesale Expansion required substantial but temporary outside expertise and involved start-up costs that do not represent normal, recurring, cash operating expenses necessary to operate our business going forward. We believe the Business Combination, RTD Transition and FDM Wholesale Expansion
expenses are extraordinary and do not represent the Company’s ongoing business operations, and the related adjustments made to Adjusted EBITDA to exclude the effects of these undertakings are useful to prospective investors, stockholders and
equity research analysts in evaluating the Company’s business performance from period to period and relative to other companies in its industry. In addition, we believe that prospective investors, stockholders and equity research analysts would
lack helpful context for evaluating our operating results and ability to generate earnings if the Company were not to make the adjustments for such expenses incurred outside of the ordinary course of its business.

 FOIA Confidential
Treatment Requested by BRC Inc.

 Securities and Exchange Commission

June 23, 2023

  Page
 4

 Adjustments for Executive Recruiting, Severance, Relocation and
Sign-on Bonus

 Set forth below are relocation expenses and
sign-on bonuses that formed part of the executive recruiting, severance, relocation and sign-on bonus adjustments for the fiscal years ended December 31, 2021 and
2022 and the three months ended March 31, 2022 and 2023:

December 31,

March 31,

2021

2022

2022

2023

 Relocation expenses

$
18,647

$
101,789

$
1,783

$
59,647

 Sign-on bonuses

$
367,438

$
333,500

$
52,500

$
175,000

 Each of the Business Combination, the RTD Transition and the FDM Wholesale Expansion significantly increased
the complexity of the Company’s business, and the relocation expenses and sign-on bonuses all relate to new hires necessitated by the transformative undertakings. Among other changes, the Company adopted
an umbrella partnership C corporation (Up-C) structure that required the hiring of accounting personnel with relevant expertise in newly-created positions within the Company. The Company has also expeditiously
hired executive officers as part of the Company’s transition to being a public company following the Business Combination. The relocation expenses and sign-on bonuses were offered to the new hires as an
incentive for the new hires to accept the Company’s offer of employment and fill the immediate needs of the Company following the Business Combination and in connection with the RTD Transition and the FDM Wholesale Expansion. The relocation
expenses and sign-on bonuses were not related to Company performance subsequent to hiring or the Company’s ongoing business operations.

Before the Business Combination, the Company’s hiring practices largely focused on operations and marketing personnel to support the
Company’s Direct to Consumer channel, which previously generated the substantial majority of the Company’s revenue. Further, the Company generally did not offer new hires relocation services or
sign-on bonuses. The Company believes that relocation expenses and sign-on bonuses are not standard for the Company’s industry and geographic locations and similar
costs will not be incurred if the Company needs to replace one or more of these new hires in the future, which the Company expects would occur on a more orderly basis as compared to the urgency occasioned by the Business Combination, the RTD
Transition and the FDM Wholesale Expansion. The Company does not intend to include relocation expenses or sign-on bonuses in the adjustments to Adjusted EBITDA going forward, with the exception of one
additional executive position the Company is seeking to fill.

 The Company believes that the relocation expenses and sign-on bonuses related to hiring executive officers and filling newly-created positions in connection with the Business Combination, the RTD Transition and the FDM Wholesale Expansion were significantly in excess
of ordinary compensation costs. These costs were unique in the Company’s experience. The Company has not incurred similar costs in the past nor does the Company plan to undertake similar costs going forward. Compensation costs, such as salary,
reflective of the Company’s ordinary business operations are not included in these adjustments. As a result, we believe the relocation expenses and sign-on bonuses are not normal, recurring cash operating
expenses necessary to run the business and, as such, we believe that the adjustment for such expenses is useful to prospective investors, stockholders and equity research analysts in evaluating the Company’s business performance from period to
period and relative to other companies in its industry. In addition, without adjusting for these expenses incurred outside of the ordinary course of the Company’s business, we believe that prospective investors, stockholders and equity research
analysts would lack helpful context for evaluating our operating results and ability to generate earnings.

 FOIA Confidential
Treatment Requested by BRC Inc.

 Securities and Exchange Commission

June 23, 2023

  Page
 5

 Adjustments for Strategic Initiative Related Costs

The strategic initiative related costs consisted of fees paid to consultants to assist the Company in the RTD Transition and FDM Wholesale
Expansion. While many companies regularly evaluate their strategic direction and alternatives, the Company underwent a unique, non-recurring transformation of its business, growing from an internet-enabled
direct to consumer brand selling bagged coffee and merchandise to a business with multiple product categories found in over 63,000 locations nationwide, and with an corresponding increase in net revenue from $82.1 million in fiscal 2019 to
$301.3 million in fiscal 2022. The Company needed to engage outside expertise to facilitate this business transformation.

 As
discussed above under “Background,” the Company was founded as a direct to consumer brand. The Company outsourced sourcing of raw materials, product manufacturing and distribution, and quality control matters to turnkey manufacturers. The
Company also relied on outside sales organizations for a significant portion of its sales efforts.

 In early 2022, the Company did not
have sufficient personnel or expertise for the sourcing of raw materials, manufacturing and distributing products, quality control matters, or sales efforts required for the RTD Transition and FDM Wholesale Expansion. The Company retained
Alvarez & Marsal Consumer and Retail Group, LLC (“A&M”) to provide such outside expertise. A&M is a leading consumer and retail consulting firm with unrivaled experience in guiding companies through business
transformations. A&M assisted the Company with sourcing raw materials and sourcing new co-manufacturers that manufacture products but do not source materials, as compared to the Company’s historic
relationships with turnkey manufacturers that controlled every step of the production and distribution process. A&M also assisted the Company in bringing sales functions in-house, as compared to relying on
third party sales efforts. Total expenses relating to A&M were $7.6 million, all of which was incurred in the fiscal year ended December 31, 2022.

In 2023, the Company retained an affiliate of Charles River Associates (“CRA”) to advise the Company regarding its first
multi-year strategy following consummation of the RTD Transition and FDM Wholesale Expansion. Management considers CRA’s engagement as an extension of the extraordinary transitions arising from the RTD Transition and FDM Wholesale Expansion.
Total expenses relating to CRA in the first quarter of 2023 were $1.2 million.

 Finally, the Company retained Berkeley Research Group
LLC (“BRG”) for a holistic assessment of the Company and opportunities to manage the Company’s working capital and reduce the Company’s operating expenses, much of which related to the Company’s expanded inventory
following the RTD Transition and FDM Wholesale Expansion. Total expenses relating to BRG were $28,239 in 2022 and $0.5 million in the first quarter of 2023.

Each of the consultants noted above was retained for a discrete task and period, and the Company believes that the consulting expenses do not
represent normal, recurring expenses necessary