SecProbe.io

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 June 5, 2025

Christian Sedor
Chief Accounting Officer
Arhaus, Inc.
51 E. Hines Hill Road
Boston Heights OH 44236

 Re: Arhaus, Inc.
 Form 10-K for Fiscal Year Ended December 31, 2024
 File No. 001-41009
Dear Christian Sedor:

 We have completed our review of your filing. 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.

 Sincerely,

 Division of Corporation
Finance
 Office of Trade &
Services
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 commentletterresponseonl

 51 E. Hines Hill Road | Boston Heights, Ohio 44236 440.439.7700 | arhaus.com May 21, 2025 VIA EDGAR Patrick Kuhn Theresa Brillant Division of Corporation Finance, Office of Trade & Services Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549-7010 Re: Arhaus, Inc. Form 10-K for Fiscal Year Ended December 31, 2024 File No. 001-41009 Dear Mr. Kuhn and Ms. Brillant: On behalf of Arhaus, Inc. (the “Company”), this letter responds to your letter, dated May 12, 2025 (the “Comment Letter”), regarding the above-referenced filing. The comment of the Staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission is set forth below, followed by the response. For ease of reference, the heading and numbered paragraph below corresponds to the heading and numbered comment in the Comment Letter. The response of the Company is set forth in ordinary type beneath the corresponding comment of the Staff from the Comment Letter appearing in bold type. Form 10-K for Fiscal Year Ended December 31, 2024 Management’s Discussion and Analysis of Financial Condition and Results of Operations Comparison of the Years Ended December 31, 2024 and December 31, 2023, page 51 1. We note the 1.3% increase [sic] in net revenue reflects a decrease in comparable growth and an increase from newly opened showrooms. To the extent possible, please discuss and quantify each material factor causing the change, including changes that offset one another. Refer to Item 303 of Regulation S-K. Response: We acknowledge the Staff’s comment and, beginning with our Form 10-Q for the quarter ending June 30, 2025 and in future filings, we will include additional disclosure further describing and quantifying material contributors and offsetting factors to changes in net revenue in the Results of Operations Section of our

 51 E. Hines Hill Road | Boston Heights, Ohio 44236 440.439.7700 | arhaus.com Management’s Discussion and Analysis to the extent possible. For illustrative purposes, we have included the below sample revised disclosure for net revenue with respect to the Form 10-K for our Fiscal Year Ended December 31, 2024. Net revenue decreased $16.6 million, or 1.3%, to $1,271.1 million in 2024 compared to $1,287.7 million in 2023. The decrease was driven primarily by the non-recurrence of prior year abnormal backlog deliveries of $75 million, partially offset by $58.4 million of revenue growth primarily related to new Showrooms opened in 2024 and the full year impact of Showrooms opened in 2023. If you require additional information or have any questions about this letter, please call me at (440) 439-7700 ext. 3379. Very truly yours, /s/ Christian Sedor Christian Sedor Chief Accounting Officer

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 May 12, 2025

Christian Sedor
Chief Accounting Officer
Arhaus, Inc.
51 E. Hines Hill Road
Boston Heights OH 44236

 Re: Arhaus, Inc.
 Form 10-K for Fiscal Year Ended December 31, 2024
 File No. 001-41009
Dear Christian Sedor:

 We have limited our review of your filing to the financial statements
and related
disclosures and have the following comment(s).

 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.

Form 10-K for Fiscal Year Ended December 31, 2024
Management s Discussion and Analysis of Financial Condition and Results of
Operations
Comparison of the Years Ended December 31, 2024 and December 31, 2023, page 51

1. We note the 1.3% increase in net revenue reflects a decrease in
comparable growth
 and an increase from newly opened showrooms. To the extent possible,
please discuss
 and quantify each material factor causing the change, including changes
that offset
 one another. Refer to Item 303 of Regulation S-K.
 May 12, 2025
Page 2

 In closing, 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 Patrick Kuhn at 202-551-3308 or Theresa Brillant at
202-551-3307
with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Trade &
Services
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CORRESP

 Arhaus, Inc.

51 E. Hines Hill Rd.

 Boston
Heights, Ohio 44236

 December 28, 2022

 VIA EDGAR
TRANSMISSION

 United States Securities and Exchange Commission

Division of Corporation Finance

 100 F. Street, N.E.

Washington, D.C. 20549

Re:
 Arhaus, Inc.

Acceleration Request

Registration Statement on Form S-3

Filed December 22, 2022

File No. 333-268959

Ladies and Gentlemen:

 In accordance with Rule
461 under the Securities Act of 1933, as amended, Arhaus, Inc. respectfully requests that the effective date of the above-referenced Registration Statement be accelerated so that the same will become effective at 4:00 PM, Eastern time, on
December 30, 2022, or as soon thereafter as is practicable.

 Please contact Suzanne Hanselman of Baker & Hostetler LLP at
(216) 861-7090 or shanselman@bakerlaw.com with any questions regarding the foregoing and to confirm the effectiveness of the Registration Statement.

Sincerely,

Arhaus, Inc.

By:

 /s/ Dawn Phillipson

 Dawn Phillipson

 Chief Financial
Officer

United States securities and exchange commission logo
December 27, 2022
John Reed
Chief Executive Officer
Arhaus, Inc.
51 E. Hines Hill Road
Boston Heights, Ohio 44236
Re:Arhaus, Inc.
Registration Statement on Form S-3
Filed December 22, 2022
File No. 333-268959
Dear John Reed:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  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 Scott Anderegg at 202-551-3342 with any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

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Acceleration Request

 Arhaus, Inc.

51 E. Hines Hill Road

Boston Heights, Ohio 44236

 November 2,
2021

 VIA EDGAR

 Office of Trade and Services and
Construction

 Division of Corporation Finance

 Securities and
Exchange Commission

 100 F Street, N.E.

 Washington, D.C.
20549

 Attn: Donald Field and Lilyanna Peyser

Re:
 Registration Statement on Form S-1, File No. 333-260015

 Request for Acceleration of Effective Date

Ladies and Gentlemen:

 In accordance with Rule 461 under the
Securities Act of 1933, as amended, we hereby request acceleration of the effective date of the Registration Statement on Form S-1, as amended
(File No. 333-260015) (the “Registration Statement”) of Arhaus, Inc. (the “Company”). We respectfully request that the Registration Statement become effective as of 4:00 PM,
Eastern Time, on November 3, 2021, or as soon as practicable thereafter. Once the Registration Statement has been declared effective, please orally confirm that event with our counsel, Baker & Hostetler LLP, by calling Suzanne K. Hanselman
at (216) 861-7090.

 We understand that the staff of the Securities and Exchange Commission will consider this
request as confirmation by the Company that it is aware of its responsibilities under the federal securities laws as they relate to the issuance of the securities covered by the Registration Statement. If you have any questions regarding the
foregoing, please contact Suzanne K. Hanselman of Baker & Hostetler LLP at the number set forth above.

 Thank you for your assistance in this
matter.

Very truly yours,

Arhaus, Inc.

By:

 /s/ Dawn Phillipson

Name:

Dawn Phillipson

Title:

Chief Financial Officer

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Acceleration Request UW

 BofA Securities, Inc.

One Bryant Park

 New York, New York 10036

Jefferies LLC

 520 Madison Avenue

New York, New York 10022

 November 2, 2021

 VIA EDGAR

 Securities and Exchange
Commission

 Division of Corporation Finance

 100 F Street,
N.E.

 Washington, D.C. 20549-3561

 Attention: Donald Field

 Re: Arhaus, Inc.

Registration Statement on Form S-1

File No. 333-260015

Acceleration Request

Requested Date: November 3, 2021

Requested Time: 4:00 p.m. Eastern Time

Ladies and Gentlemen:

 We refer to the
registration statement on Form S-1 (File No. 333-260015) (as amended, the “Registration Statement”) of Arhaus, Inc. (the “Company”), relating to
the registration of the Company’s Class A common stock, par value $0.001 per share.

 In accordance with Rule 461 under the
Securities Act of 1933, as amended (the “Act”), we, as representatives of the several underwriters, hereby join in the request of the Company for acceleration of the effective date of the above-referenced Registration Statement, requesting
effectiveness as of 4:00 p.m., Eastern Time, on November 3, 2021, or at such later time as the Company or its outside counsel, Baker & Hostetler LLP, may request via telephone call to the staff of the Division of Corporation Finance of
the Securities and Exchange Commission.

 Pursuant to Rule 460 under the Act, we, as representatives of the several underwriters, wish to
advise you that between October 27, 2021 through the date hereof we have distributed approximately 650 copies of the Company’s preliminary prospectus dated October 27, 2021 to prospectus underwriters, dealers, institutional investors
and others.

 We, the undersigned, as representatives of the several underwriters, have complied and will comply, and we have been informed
by the participating underwriters that they have complied and will comply, with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

[Signature Page Follows]

Very truly yours,

BOFA SECURITIES, INC.

By:

 /s/ Michael Liloia

Name:

Michael Liloia

Title:

Director

JEFFERIES LLC

By:

 /s/ Michael Bauer

Name:

Michael Bauer

Title:

Managing Director

 [Signature Page to Underwriters’ Acceleration Request]

United States securities and exchange commission logo
November 1, 2021
John Reed
Chief Executive Officer
Arhaus, Inc.
51 E. Hines Hill Road
Boston Heights, Ohio 44236
Re:Arhaus, Inc.
Amendment No. 1 to Registration Statement on Form S-1
Filed October 27, 2021
File No. 333-260015
Dear Mr. Reed:
            We have reviewed your amended registration statement 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 this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our October 20, 2021 letter.
Amendment No. 1 to Registration Statement on Form S-1
Demand, page iv
1.As previously discussed, we note your response to prior comment 4 confirming the
"merchandise revenue" non-GAAP measure is presented net of returns and exchanges
recognized in the applicable period in which they occurred.  As previously discussed, we
also note you make an adjustment to add back the reserves for returns and discounts in
the reconciliation of net revenue to merchandise revenue presented on page 81.  As
previously discussed, it appears this adjustment substitutes an individually tailored
revenue recognition and measurement method for those of GAAP not permissible by
Question 100.04 of the Division's "Non-GAAP Financial Measures" Compliance and
Disclosure Interpretations.  Please revise your calculation of merchandise revenue

 FirstName LastNameJohn Reed
 Comapany NameArhaus, Inc.
 November 1, 2021 Page 2
 FirstName LastNameJohn Reed
Arhaus, Inc.
November 1, 2021
Page 2
accordingly.  As previously discussed, explain to us how both "demand" and
"merchandise revenue" include returns and exchanges as they occur.
Preliminary Results for the Three Months Ended September 30, 2021, page 12
2.As previously discussed, please provide us with a quantified listing of each type of
expense comprising the “other expenses” adjustment in the reconciliation of net income to
Adjusted EBITDA presented on page 14 and revise your disclosure as appropriate.
Our amended and restated certificate of incorporation will provide for an exclusive forum in the
Court of Chancery of the State of Delaware, page 56
3.We note that the disclosure in this risk factor does not correspond to Article X of Exhibit
3.1 and specifically the exclusive forum provision's applicability to Exchange Act claims.
To the extent Section 10.1 of Article X of Exhibit 3.1 does not apply to actions arising
under the Exchange Act, please ensure the exclusive forum provision states this clearly.
Please reconcile your prospectus disclosure and revise Exhibit 3.1 accordingly.
Capitalization, page 64
4.It appears the amounts in the table are intended to be in thousands of dollars.  If this is
correct, please describe the table accordingly, and if not correct, please advise.
5.Please explain to us in detail and disclose as appropriate how the 39,617,357 Class A
common stock shares issued and outstanding pro forma and 87,542,634 Class B common
stock shares issued and outstanding pro forma and pro forma as adjusted number shown in
the table on page 64 were determined.  We note these amounts also appear on page 66 as
well as page 72 for Class B.
6.Please reconcile for us and in your disclosures as appropriate the number of shares of (i)
Class A common stock issued and outstanding pro forma as adjusted of 52,520,583 on
pages 64 and 72 to the 57,340,913 on pages 18, 65 and 66 and (ii) Class B common stock
issued and outstanding pro forma and pro forma as adjusted of 87,542,634 on pages 64, 66
and 72 to the 82,722,304 on pages 18, 65 and 66.
Dilution, page 66
7.It appears you have given effect to the offering in calculating the $0.31 “Pro forma net
tangible book value (deficit) per share prior to the offering as of June 30, 2021 before this
offering" line item in the dilution table, and it is based on "Pro forma as adjusted" rather
than "Pro forma" according to page 64.  Please revise as appropriate.
8.In the dilution table, please explain to us and disclose as appropriate how you derived the
$(0.36) "Historical net tangible book value (deficit) per share prior to offering as of June
30, 2020" and the $0.67 "Increase in net tangible book deficit per share attributable to
investors purchasing shares in the offering."  Also, it appears the historical amount is as of
June 30, 2021 instead of 2020.

 FirstName LastNameJohn Reed
 Comapany NameArhaus, Inc.
 November 1, 2021 Page 3
 FirstName LastNameJohn Reed
Arhaus, Inc.
November 1, 2021
Page 3
The Reorganization, page 67
9.In the steps describing the transactions to be completed to effect the Reorganization, it
appears the use of the terms "we" and "company" are not consistent with the definitions of
such on page i that appear to refer to Arhaus, LLC.  Please revise as appropriate or advise.
Unaudited Pro Forma Consolidated Financial Information, page 70
10.As previously discussed, due to the complexity of the series of transactions being
presented, such as the Reorganization, pre-IPO Distribution, and the offering, please
revise to present the pro forma adjustments associated with each material transaction in
a separate column of the pro forma financial statements, with subtotal/total columns for
"Pro Forma" and "Pro Form As Adjusted" as appropriate.
11.Please reconcile the Class A shares of 52,520,583 issued and 49,674,422 outstanding and
Class B shares of 87,542,634 issued and 86,944,929 outstanding shown in the balance
sheet on page 72.  Also, explain to us and disclose as appropriate why you present here
49,674,422 as outstanding for Class A and 86,944,929 as outstanding for Class B when
you show different amounts as outstanding for each respective class on pages 18, 65 and
66.
Notes to Unaudited Pro Forma Consolidated Financial Information
Note 3. Earnings per Share, page 76
12.Please explain to us and disclose as appropriate how the amounts in the denominator of
111,504,700 for common stock outstanding following the reorganization, 14,268,038
and 13,099,951 for vested incentive units exchanged for common stock and 406,640 for
unvested incentive units were determined.
Management's Discussion and Analysis of Financial Condition and Results of Operations
Financing Transactions, page 83
13.The information about the determination of the exit fee near the end of the second
paragraph of this heading appears to be information that should be also included in an
appropriate location within the notes to the pro forma financial statements in regard to the
amount included in the pro forma financial statements for the exit fee.  Please revise as
appropriate.
Executive Compensation
Equity Awards
Incentive Units, page 129
14.Please reconcile for us and disclose as appropriate the number of shares of restricted stock
after giving effect to the Reorganization of 2,849,898 for Class A common stock and
598,443 Class B common stock shown here to the number of shares of restricted common
stock shown for each on pages 19, 20, 65 and 66.

 FirstName LastNameJohn Reed
 Comapany NameArhaus, Inc.
 November 1, 2021 Page 4
 FirstName LastName
John Reed
Arhaus, Inc.
November 1, 2021
Page 4
            You may contact Suying Li at 202-551-3335 or Doug Jones at 202-551-3309 if you have
questions regarding comments on the financial statements and related matters.  Please contact
Donald Field at 202-551-3680 or Lilyanna Peyser at 202-551-3222 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

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CORRESP

October 22, 2021

 Suzanne K. Hanselman

 direct dial:
216.861.7090

 SHanselman@bakerlaw.com

Office of Trade and Services and Construction
Division of Corporate Finance
Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
Attn: Donald Field, Lilyanna Peyser, Suying Li and Doug
Jones

Re:
 Arhaus, Inc., Registration Statement on Form S-1, Filed
October 4, 2021, File No. 333-260015

 Ladies and Gentlemen:

On behalf of Arhaus, Inc. (the “Company”), we are providing the following responses to certain comments included in the letter received on
October 20, 2021 (the “Comment Letter”) from the staff of the Division of Corporation Finance (the “Staff”) with respect to the above-referenced Registration Statement on Form S-1 (the
“Registration Statement”). We have also attached as Exhibit A proposed revised disclosure on the pages referenced in the responses set forth below.

The Company currently expects to file an amendment to the Registration Statement (the “Amended Registration Statement”) on or about October 27,
2021 in connection with the launch of the road show for the offering. The Company intends to respond to the additional comments in the Comment Letter and revise its disclosure accordingly when it files the Amended Registration Statement.

To assist your review, we have retyped the text of the Staff’s comments in italics below.

Registration Statement on Form S-1

Certain Definitions, page i

 October 22, 2021

 Page
 2

1.
 Here or in another appropriate place, please identify the natural persons who having voting and dispositive
control over the Freeman Spogli Funds.

 The Company will respond to this comment and revise its disclosure
accordingly when it files the Amended Registration Statement.

 Basis of Presentation

Key Terms and …Non-GAAP Financial Measures, page iii

2.
 Please revise to clarify what “New Showroom contribution” and “New Showroom Revenue”
represent. For “New Showroom contribution,” discuss what the measure consists of. For “New Showroom revenue,” discuss how this amount is determined.

The Company will revise its disclosure on pages [3, 14, 102 and 127] to remove the metrics “New Showroom contribution” and “New
Showroom Revenue” from the Amended Registration Statement.

 While the Company will no longer disclose these New Showroom metrics, the
Company will add disclosure on page [18] regarding its decision-making process with respect to New Showroom selection and development and the targeted performance that management seeks when deciding whether or not to open a New Showroom location.
The Company believes this insight into how management actually assesses potential New Showroom development is important to investors as they evaluate the Company’s growth prospects.

Demand, page iv

3.
 We note your response to comment 3 that asserts “demand” and “merchandise revenue include
actual returns as offsets in the applicable period. You revised the definition of “merchandise revenue” on page iii to state this. However, the definition of “demand” on page iv does not state this. Please revise the definition
of “demand” accordingly.

 The Company will revise the definition of “demand” on page [5] to
reflect the Staff’s comment.

4.
 Please explain to us and disclose as appropriate how amounts for “demand” and “merchandise
revenue” include actual returns as offsets in the applicable period.

 The Company will revise its disclosure to
describe the terms “demand” and “merchandise revenue” in greater detail on pages [3, 5, 96 and 98]. For the Staff’s reference, the Company confirms that both metrics are presented net of returns and exchanges recognized in
the applicable period in which they occurred.

 October 22, 2021

 Page
 3

5.
 As disclosed, “demand” is retail sales of merchandise measured at the time the order is placed and
“merchandise revenue” is retail sales of merchandise from orders when delivered. Please clarify for us and in your disclosures if the amount for “demand” differs from the amount for “merchandise revenue” other than the
point of time each is measured. Also, explain for us and disclose as appropriate how the amount for demand becomes merchandise revenue. If the amount for demand is not the same as the amount for merchandise revenue, tell us and disclose as
appropriate the percentage of demand that becomes merchandise revenue.

 The Company will revise its disclosures on
pages [5 and 98] in response to the Staff’s comment.

 For the Staff’s reference, demand does not differ from merchandise revenue
other than the point in time of measurement. Because demand is measured net of cancellations, all demand becomes merchandise revenue upon delivery. Although there may be circumstances where demand was recognized upon receipt of an order in one
period, and a cancellation of the order occurs in the next period and reduces demand in that period, those instances are immaterial for the purposes for which the demand metric is used – namely, to assess growth in comparable demand across
periods.

 Strong Operating Performance and Momentum, page 3

6.
 In the comparisons for the interim and annual periods, for balance please include with equal or greater
prominence GAAP “net income as a percent of net revenue” that is comparable to the non-GAAP “adjusted EBITDA as a percent of net revenue” presented.

The Company will respond to this comment and revise its disclosure accordingly when it files the Amended Registration Statement.

Prospectus Summary

 Recent Developments, page 12

7.
 Please delete as inappropriate your statement that your actual results may differ “materially”
from the preliminary results that you have provided. In addition, include your analysis of the financial measures, so that investors can understand what they mean (for example, whether the measures are consistent with the trend disclosure in your
Management’s Discussion and Analysis section). Finally, please balance the existing disclosure with other disclosure relating to costs or gross margin.

 October 22, 2021

 Page
 4

 The Company will respond to this comment and revise its disclosure accordingly when it files
the Amended Registration Statement.

 Capitalization, page 63

8.
 Please revise your capitalization table to only give effect to the Reorganization and Distribution
transactions in the pro forma column. Please present a separate pro forma as adjusted column to reflect the pro forma capitalization after giving effect to the offering, including the repayment of your term loan with the offering proceeds.

 The Company will respond to this comment and revise its disclosure accordingly when it files the Amended Registration
Statement.

 Management’s Discussion and Analysis of Financial Condition and Results of Operations.

How We Assess the Performance of Our Business, page 79

9.
 In regard to both “New Showroom contribution” and “New Showroom revenue” non- GAAP
measures on page 82, you exclude the operating performance for the showrooms that were opened before January 1, 2016 and after December 31, 2018. Please clarify for us and in your disclosure what a new showroom is considered to be and the
reasoning for excluding showrooms opened after December 31, 2018 from the new showroom category. Also, explain to us the reason for the gap between the noted dates. Additionally, expand your disclosure to explain how management uses these
measures and why you believe they provide useful information to investors regarding your performance pursuant to Item 10(e)(1)(i)(C) and (D) of Regulation S-K.

As noted above in response to Comment 2, the Company will remove these measures from the Amended Registration Statement.

10.
 You state you exclude general and administrative expense in computing “New Showroom Contribution”
because they are not directly attributable to a Showroom’s economic performance and include the other indicated costs. However, it appears these expenses are essential to support the operation and development of your showrooms. Please revise
your disclosure to explain the limitations on the usefulness of this measure in that it is not indicative of overall results of the company, it does not accrue directly to the benefit of shareholders because of the costs excluded and the excluded
costs support the operations of your showrooms.

 October 22, 2021

 Page
 5

 As noted above in response to Comment 2, the Company will remove these measures from the
Amended Registration Statement.

11.
 Please explain to us and revise to disclose what “Other Showroom and eCommerce Contribution”
represents and how it is determined. Additionally, it appears this is a non- GAAP measure. Accordingly, comply with the requirements of Item 10(e)(1)(i) of Regulation
S-K, including reconciliation to the comparable GAAP measure.

 The Company
will revise its disclosure on page [102] to remove the metric “Other Showroom and eCommerce Contribution” from the Amended Registration Statement.

12.
 Please explain to us and revise to disclose what “Other Showroom and eCommerce net Revenue”
represents and how it is determined.

 As noted above in response to Comment 11, the Company will remove this measure
from the Amended Registration Statement.

 Composition of our Board of Directors, page 114

13.
 We note that the company and certain stockholders are party to an investor rights agreement which includes
certain provisions regarding the election of directors. Please revise this section to clarify if there are any arrangements or understandings between any director and any other person or persons pursuant to which such director was or is to be
selected as a director or director nominee. Refer to Item 401(a) of Regulation S-K.

The Company will respond to this comment and revise its disclosure accordingly when it files the Amended Registration Statement.

We hope the foregoing has been responsive to the Staff’s comments and look forward to resolving any outstanding issues as quickly as possible. Please do
not hesitate to contact me at (216) 861-7090 with any questions or further comments you may have regarding this submission or if you wish to discuss the above.

 October 22, 2021

 Page
 6

 Sincerely,

/s/ Suzanne K. Hanselman

Suzanne K. Hanselman
Partner

 October 22, 2021

 Page
 7

 EXHIBIT A

United States securities and exchange commission logo
October 20, 2021
John Reed
Chief Executive Officer
Arhaus, Inc.
51 E. Hines Hill Road
Boston Heights, Ohio 44236
Re:Arhaus, Inc.
Registration Statement on Form S-1
Filed October 4, 2021
File No. 333-260015
Dear Mr. Reed:
            We have reviewed your registration statement 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 this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Registration Statement on Form S-1
Certain Definitions, page i
1.Here or in another appropriate place, please identify the natural persons who having
voting and dispositive control oveer the Freeman Spogli Funds.
Basis of Presentation
Key Terms and ... Non-GAAP Financial Measures, page iii
2.Please revise to clarify what "New Showroom contribution"  and "New Showroom
revenue" represent.  For "New Showroom contribution," discuss what the measure
consists of.  For "New Showroom revenue," discuss how this amount is determined.

 FirstName LastNameJohn Reed
 Comapany NameArhaus, Inc.
 October 20, 2021 Page 2
 FirstName LastName
John Reed
Arhaus, Inc.
October 20, 2021
Page 2
Demand, page iv
3.We note your response to comment 3 that asserts "demand" and "merchandise revenue"
include actual returns as offsets in the applicable period. You revised the definition of
“merchandise revenue” on page iii to state this.  However, the definition of "demand" on
page iv does not state this.  Please revise the definition of “demand” accordingly.
4.Please explain to us and disclose as appropriate how amounts for "demand" and
"merchandise revenue" include actual returns as offsets in the applicable period.
5.As disclosed, "demand" is retail sales of merchandise measured at the time the order is
placed and "merchandise revenue" is retail sales of merchandise from orders when
delivered.  Please clarify for us and in your disclosures if the amount for "demand" differs
from the amount for "merchandise revenue" other than the point of time each is
measured.  Also, explain for us and disclose as appropriate how the amount for demand
becomes merchandise revenue.  If the amount for demand is not the same as the amount
for merchandise revenue, tell us and disclose as appropriate the percentage of demand that
becomes merchandise revenue.
Strong Operating Performance and Momentum, page 3
6.In the comparisons for the interim and annual periods, for balance please include with
equal or greater prominence GAAP "net income as a percent of net revenue" that is
comparable to the non-GAAP "adjusted EBITDA as a percent of net revenue" presented.
Prospectus Summary
Recent Developments, page 12
7.Please delete as inappropriate your statement that your actual results may differ
"materially" from the preliminary results that you have provided.  In addition, include
your analysis of the financial measures, so that investors can understand what they mean
(for example, whether the measures are consistent with the trend disclosure in your
Management's Discussion and Analysis section).  Finally, please balance the existing
disclosure with other disclosure relating to costs or gross margin.
Capitalization, page 63
8.Please revise your capitalization table to only give effect to the Reorganization and
Distribution transactions in the pro forma column.  Please present a separate pro forma as
adjusted column to reflect the pro forma capitalization after giving effect to the offering,
including the repayment of your term loan with the offering proceeds.

 FirstName LastNameJohn Reed
 Comapany NameArhaus, Inc.
 October 20, 2021 Page 3
 FirstName LastName
John Reed
Arhaus, Inc.
October 20, 2021
Page 3
Management's Discussion and Analysis of Financial Condition and Results of Operations.
How We Assess the Performance of Our Business, page 79
9.In regard to both "New Showroom contribution" and "New Showroom revenue" non-
GAAP measures on page 82, you exclude the operating performance for the showrooms
that were opened before January 1, 2016 and after December 31, 2018.  Please clarify for
us and in your disclosure what a new showroom is considered to be and the reasoning for
excluding showrooms opened after December 31, 2018 from the new showroom
category.  Also, explain to us the reason for the gap between the noted dates.
Additionally, expand your disclosure to explain how management uses these measures
and why you believe they provide useful information to investors regarding your
performance pursuant to Item 10(e)(1)(i)(C) and (D) of Regulation S-K.
10.You state you exclude general and administrative expense in computing "New Showroom
contribution" because they are not directly attributable to a Showroom's economic
performance and include the other indicated costs.  However, it appears these expenses
are essential to support the operation and development of your showrooms.  Please revise
your disclosure to explain the limitations on the usefulness of this measure in that it is not
indicative of overall results of the company, it does not accrue directly to the benefit of
shareholders because of the costs excluded and the excluded costs support the operations
of your showrooms.
11.Please explain to us and revise to disclose what "Other Showroom and eCommerce
contribution" represents and how it is determined.  Additionally, it appears this is a non-
GAAP measure.  Accordingly, comply with the requirements of Item 10(e)(1)(i) of
Regulation S-K, including reconciliation to the comparable GAAP measure.
12.Please explain to us and revise to disclose what "Other Showroom and eCommerce net
revenue" represents and how it is determined.
Composition of our Board of Directors, page 114
13.We note that the company and certain stockholders are party to an investor rights
agreement which includes certain provisions regarding the election of directors.  Please
revise this section to clarify if there are any arrangements or understandings between any
director and any other person or persons pursuant to which such director was or is to be
selected as a director or director nominee.  Refer to Item 401(a) of Regulation S-K.
            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.
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.

 FirstName LastNameJohn Reed
 Comapany NameArhaus, Inc.
 October 20, 2021 Page 4
 FirstName LastName
John Reed
Arhaus, Inc.
October 20, 2021
Page 4
            You may contact Suying Li at 202-551-3335 or Doug Jones at 202-551-3309 if you have
questions regarding comments on the financial statements and related matters.  Please contact
Donald Field at 202-551-3680 or Lilyanna Peyser at 202-551-3222 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

CORRESP
1
filename1.htm

Response Letter

October 4, 2021

 Key Tower

127 Public Square, Suite 2000

 Cleveland, OH 44114-1214

 T    216.621.0200

F    216.696.0740

www.bakerlaw.com

 Suzanne K. Hanselman

 direct dial:
216.861.7090

 SHanselman@bakerlaw.com

 Office of Trade and Services and Construction

Division of Corporate Finance

 Securities and Exchange Commission

 100 F Street, N.E.

 Washington, D.C. 20549

Attn: Donald Field, Lilyanna Peyser, Suying Li

 and Doug Jones

Re:

Arhaus, Inc., Draft Registration Statement on Form S-1 Submitted on July 30, 2021, CIK No. 0001875444

 Ladies and Gentlemen:

 On
behalf of Arhaus, Inc. (the “Company”), we hereby transmit via EDGAR for filing with the Securities and Exchange Commission (the “Commission”) a revised Registration Statement on Form S-1
(the “Registration Statement”). The Company previously submitted to the Commission on September 3, 2021 an Amendment No. 1 to the draft Registration Statement on Form S-1 ( “Submission
No. 2”) on a confidential basis. The Registration Statement has been revised to reflect the Company’s responses to the comment letter to Submission No. 2 received on September 23, 2021 from the staff of the Division of
Corporation Finance (the “Staff”) of the Commission, and to reflect certain other changes.

 In addition, we are providing the following
responses to the comment letter dated September 23, 2021 from the Staff. To assist your review, we have retyped the text of the Staff’s comments in italics below. Please note that all references to page numbers in our responses refer to
the page numbers of the Registration Statement. A copy of the Registration Statement provided to the Staff has been marked against Submission No. 2 to show changes for the convenience of the Staff. Capitalized terms used in our responses below
that are not otherwise defined have the meanings ascribed to them in the Registration Statement.

Atlanta    Chicago    Cincinnati    Cleveland
Columbus    Costa Mesa    Dallas    Denver    Houston

Los Angeles    New York    Orlando    Philadelphia    San
Francisco    Seattle    Washington, DC    Wilmington

 October 4, 2021

Page 2

 Amendment No. 1 to Draft Registration Statement
on Form S-1

 Competitive Strengths

Superior and Consistent Unit Economics, page 8

1.
 Refer to your response to prior comment 10. It does not appear the added definition of “unit-level
adjusted EBITDA” on page iii states how the related margin is computed. Please revise accordingly.

 The Company
has revised its disclosure to remove the metric “unit-level adjusted EBITDA.” In its place, the Company discloses “New Showroom contribution” and related margin. The Company has added a definition of New Showroom contribution on
page iii and a reconciliation on page 82.

2.
 It appears “unit-level adjusted EBITDA” is a non-GAAP
financial measure. Please present the disclosure required by Item 10(e) of Regulation S-K, including a reconciliation to the most directly comparable GAAP financial measure. In this regard, it appears the
comparable GAAP measure is “income from operations” presented on your statement of comprehensive income as it appears the non-GAAP measure is intended to represent the direct operations of showrooms
and is not indicative of overall company performance and profitability. Further, since the non-GAP measure relates to operations at a showroom level, please remove “EBITDA” from the description of
the measure as EBITDA suggests a measure that relates to company wide results. Refer to questions 103.01 and 103.02 of the staff’s “Non-GAAP Financial Measures” Compliance and Disclosure
Interpretations (C&DI) for guidance.

 As noted above in response to Comment 1, the Company has removed this
measure from the Registration Statement.

 Management’s Discussion and Analysis of Financial Condition and Results of Operations

How We Assess the Performance of Our Business

 Net
Revenue and Demand, page 76

3.
 From your disclosures and responses it appears “demand merchandise revenue” and “merchandise
revenue” are equivalent as they both represent retail sales of merchandise. You state in prior comment 3 returned merchandise is reflected in “demand” as an offset against retail sales. However, it is not clear how measures based on
“demand merchandise revenue” is reflective of this since “merchandise revenue” as computed on page 77 excludes reserves for returns and discounts. Please advise. Also, tell us how you determined that adding back to net revenue
reserves related to returns and discounts does not substitute individually tailored revenue recognition and measurement methods for those of GAAP as it appears these enter into the determination of the merchandise retail sale amount. Refer to the
answer to Question 100.04 of the above noted C&DI.

 October 4, 2021

Page 3

 In response to this comment, the Company
has revised disclosures throughout the Registration Statement to redefine these terms to better describe them. In particular, the Company no longer uses the term “demand merchandise revenue” and simply uses the term “demand” and
has replaced the term “demand comparable brand revenue growth” with “ demand comparable growth.” The Company has also renamed “comparable brand revenue growth” as “comparable growth.”

The Company also wishes to clarify that both “demand” and “merchandise revenue” include actual returns as offsets in the
applicable period. While merchandise revenue excludes reserves for returns and discounts, no similar concept exists for demand, which is not a GAAP revenue measurement but rather is a measurement of the value of retail orders for merchandise when
orders are placed.

 With respect to the last part of the Staff’s comment, the Company does not believe that its presentation of
merchandise revenue substitutes individually tailored revenue recognition and measurement methods for those of GAAP. In particular, the Company notes the following:

•

 Merchandise revenue is utilized by the Company primarily to disclose growth rates between periods and assess
trends in sales of its primary products. Other than solely for purposes of providing the required reconciliation on page 80, the Company notes that it does not disclose merchandise revenue in a dollar amount as an alternative to revenue.

•

 For purposes of providing the comparable growth rate, the Company believes it is important to focus on the
revenue that most directly results from the sale of its products. The items excluded from merchandise revenue, which have the net effect of reducing net revenue because the largest exclusion relates to delivery income, serve this purpose. With
respect to the particular exclusion referenced in the Staff’s comment – reserves for returns and discounts – the Company notes that this adjustment may be positive or negative as illustrated by the reconciliation on page 80 because it
is based on various factors, such as historical experience, not directly tied to merchandise sales in the applicable period. Therefore, the Company believes the presentation is appropriate.

To further avoid any confusion by investors, however, as noted above, the Company has relabeled “comparable brand revenue growth” as
“comparable growth.” The Company has also revised its disclosure on page 79 to further explain the rationale for excluding these items.

 October 4, 2021

Page 4

4.
 You add back “private label credit card fees and rebates” and “worry free warranty fees”
as adjustments in calculating the “merchandise revenue” measure. Please explain to us and expand your disclosure to discuss the nature of these adjustments and your basis for including such amounts in “merchandise revenue.”

 For the same reasons noted above in response to Comment 3, the Company believes these adjustments are appropriate.
For purposes of providing the relevant growth rate metric, the Company believes it is important to focus on the revenue that most directly results from the sale of its products. With respect to the items noted in the Staff’s comment, private
label credit card fees and rebates and worry free warranty fees are dependent on the clients’ method of payment or non-merchandise inventory items.

Adjusted EBITDA, page 78

5.
 You disclose your “adjusted EBITDA” non-GAAP measure omits
items that are not reflective of underlying operating performance. Please clarify why you do not consider the new showroom opening expenses to be normal, recurring, cash operating expenses necessary to operate your business when these costs have
been incurred every quarter since March, 2019, showrooms appear to be integral to your operations and you plan to continue to increase your number of showrooms for the foreseeable future. Refer to Question 100.01 of the staff’s Non-GAAP Financial Measures Compliance and Disclosure Interpretations.

 The
Company no longer adjusts for new showroom operating expenses and has revised its disclosure on pages iii, 81 and 91 accordingly.

 Statement of
Consolidated Comprehensive Income Data, page 80

6.
 Please present with equal or greater prominence the GAAP measure comparable to the non-GAAP measure “adjusted EBITDA as a % of net revenue.” Refer to Item 10(e)(1)(i)(A) of Regulation S-K.

The Company has revised its disclosure on page 84 in response to the Staff’s comment.

Comparison of the Six Months Ended June 30, 2021 and June 30, 2020

7.
 Please expand your discussion to explain the causes of the greater than 10% increase in gross margin as a
percentage of net revenue in the six months ended June 30, 2021 as compared to the percentage in the six months ended June 30, 2020 and the relative contribution of each cause to the increase. Consider similar analysis for the annual
period as there is a greater than 10% increase in that period’s gross margin percentage as well.

 October 4, 2021

Page 5

 The Company has revised its disclosure
to explain the increase in gross margin as a percentage of net revenue for the six-month period and the annual period on pages 84 and 86, respectively, in response to the Staff’s comment.

Results of Operations

 Comparison of the Years Ended
December 31, 2020 and December 31, 2019, page 82

8.
 Refer to your response to prior comment 21. From your disclosure under “Gross margin” the
aggregate of lower costs of $5.2 million attributable to strategic sourcing and lower costs as a result of temporary showroom closings was partially offset by higher credit card fees of $4.0 million. This does not materially explain the
$10.6 million decrease in cost of goods sold or the reason for the inverse relationship it has with revenue when a direct relationship is expected. Please expand your disclosure as appropriate following the guidance in Item 303(a), (b) and
(b)(2)(i) and (ii) of Regulation S-K and section III of Release No. 33-8350. Given the materiality of cost of goods sold to your results of operations,
consider discussing material changes in cost of goods sold in a separate section for greater transparency to investors. Please consider the preceding in regard to the change in cost of goods sold for the interim period as the gross margin analysis
for that period appears to only explain $15.0 million of the approximately $68.0 million change in cost of goods sold for the period.

The Company has revised its disclosure on page 86 regarding the changes impacting gross margin.

The Company continues to believe its presentation and analysis of gross margin is the most appropriate manner to address these items and is
consistent with the presentation of its peers. As it has done with the revised disclosure, as a component of its gross margin discussion, the Company will continue to analyze and disclose as appropriate changes in cost of goods sold between periods
that are not materially in proportion with changes in revenue.

 Liquidity and Capital Resources

Net cash provided by operating activities, page 85

9.
 Refer to your response to prior comment 22 and disclosure of the changes in net cash provided by operating
activities for both the interim and annual periods. It appears operating cash is not impacted by the non-cash items referred to. Also, there is no discussion of the underlying factors affecting changes in
working capital and the consequent impact on cash. Please revise your disclosure as appropriate following the guidance in the introductory paragraph of section IV.B and paragraph B.1 of SEC Release
No. 33-8350.

 October 4, 2021

Page 6

 The Company has revised its disclosure
on page 89 to discuss changes impacting working capital and the consequent impact on cash.

 We hope the foregoing has been responsive to the Staff’s
comments and look forward to resolving any outstanding issues as quickly as possible. Please do not hesitate to contact me at (216) 861-7090 with any questions or further comments you may have regarding this
submission or if you wish to discuss the above.

 Sincerely,

 /s/ Suzanne K. Hanselman

Suzanne K. Hanselman

Partner

United States securities and exchange commission logo
September 23, 2021
John Reed
Chief Executive Officer
Arhaus, Inc.
51 E. Hines Hill Road
Boston Heights, Ohio 44236
Re:Arhaus, Inc.
Amendment No. 1 to
Draft Registration Statement on Form S-1
Submitted September 7, 2021
CIK No. 0001875444
Dear Mr. Reed:
            We have reviewed your amended draft registration statement 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 this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Amendment No. 1 to Draft Registration Statement on Form S-1
Competitive Strengths
Superior and Consistent Unit Economics, page 8
1.Refer to your response to prior comment 10.  It does not appear the added definition of
"unit-level adjusted EBITDA" on page iii states how the related margin is computed.
Please revise accordingly.
2.It appears “unit-level adjusted EBITDA” is a non-GAAP financial measure.  Please
present the disclosure required by Item 10(e) of Regulation S-K, including a reconciliation
to the most directly comparable GAAP financial measure.  In this regard, it appears the

 FirstName LastNameJohn Reed
 Comapany NameArhaus, Inc.
 September 23, 2021 Page 2
 FirstName LastNameJohn Reed
Arhaus, Inc.
September 23, 2021
Page 2
comparable GAAP measure is "income from operations" presented on your statement of
comprehensive income as it appears the non-GAAP measure is intended to represent the
direct operations of showrooms and is not indicative of overall company performance and
profitability.   Further, since the non-GAP measure relates to operations at a showroom
level, please remove "EBITDA" from the description of the measure as EBITDA suggests
a measure that relates to company wide results.   Refer to questions 103.01 and 103.02 of
the staff’s "Non-GAAP Financial Measures" Compliance and Disclosure Interpretations
(C&DI) for guidance.
Management's Discussion and Analysis of Financial Condition and Results of Operations
How We Assess the Performance of Our Business
Net Revenue and Demand, page 76
3.From your disclosures and responses it appears “demand merchandise revenue” and
“merchandise revenue” are equivalent as they both represent retail sales of merchandise.
You state in prior comment 3 returned merchandise is reflected in “demand” as an offset
against retail sales.  However, it is not clear how measures based on “demand
merchandise revenue” is reflective of this since “merchandise revenue” as computed on
page 77 excludes reserves for returns and discounts.  Please advise.  Also, tell us how you
determined that adding back to net revenue reserves related to returns and discounts does
not substitute individually tailored revenue recognition and measurement methods for
those of GAAP as it appears these enter into the determination of the merchandise retail
sale amount.  Refer to the answer to Question 100.04 of the above noted C&DI.
4.You add back “private label credit card fees and rebates” and “worry free warranty fees”
as adjustments in calculating the "merchandise revenue" measure.  Please explain to us
and expand your disclosure to discuss the nature of these adjustments and your basis for
including such amounts in "merchandise revenue."
Adjusted EBITDA, page 78
5.You disclose your "adjusted EBITDA" non-GAAP measure omits items that are not
reflective of underlying operating performance.  Please clarify why you do not consider
the new showroom opening expenses to be normal, recurring, cash operating expenses
necessary to operate your business when these costs have been incurred every quarter
since March, 2019, showrooms appear to be integral to your operations and you plan to
continue to increase your number of showrooms for the foreseeable future.  Refer to
Question 100.01 of the staff’s Non-GAAP Financial Measures Compliance and Disclosure
Interpretations.
Statement of Consolidated Comprehensive Income Data, page 80
6.Please present with equal or greater prominence the GAAP measure comparable to the
non-GAAP measure "adjusted EBITDA as a % of net revenue."  Refer to Item
10(e)(1)(i)(A) of Regulation S-K.

 FirstName LastNameJohn Reed
 Comapany NameArhaus, Inc.
 September 23, 2021 Page 3
 FirstName LastName
John Reed
Arhaus, Inc.
September 23, 2021
Page 3
Comparison of the Six Months Ended June 30, 2021 and June 30, 2020
Gross Margin, page 81
7.Please expand your discussion to explain the causes of the greater than 10% increase in
gross margin as a percentage of net revenue in the six months ended June 30, 2021 as
compared to the percentage in the six months ended June 30, 2020 and the relative
contribution of each cause to the increase.  Consider similar analysis for the annual period
as there is a greater than 10% increase in that period's gross margin percentage as well.
Results of Operations
Comparison of the Years Ended December 31, 2020 and December 31, 2019, page 82
8.Refer to your response to prior comment 21.  From your disclosure under "Gross margin"
the aggregate of lower costs of $5.2 million attributable to strategic sourcing and lower
costs as a result of temporary showroom closings was partially offset by higher credit card
fees of $4.0 million.  This does not materially explain the $10.6 million decrease in cost of
goods sold or the reason for the inverse relationship it has with revenue when a direct
relationship is expected.  Please expand your disclosure as appropriate following the
guidance in Item 303(a), (b) and (b)(2)(i) and (ii) of Regulation S-K and section III of
Release No. 33-8350.  Given the materiality of cost of goods sold to your results of
operations, consider discussing material changes in cost of goods sold in a separate
section for greater transparency to investors.  Please consider the preceding in regard to
the change in cost of goods sold for the interim period as the gross margin analysis for that
period appears to only explain $15.0 million of the approximately $68.0 million change in
cost of goods sold for the period.
Liquidity and Capital Resources
Net cash provided by operating activities, page 85
9.Refer to your response to prior comment 22 and disclosure of the changes in net cash
provided by operating activities for both the interim and annual periods.  It appears
operating cash is not impacted by the non-cash items referred to.  Also, there is no
discussion of the underlying factors affecting changes in working capital and the
consequent impact on cash.  Please revise your disclosure as appropriate following the
guidance in the introductory paragraph of section IV.B and paragraph B.1 of SEC Release
No. 33-8350.

 FirstName LastNameJohn Reed
 Comapany NameArhaus, Inc.
 September 23, 2021 Page 4
 FirstName LastName
John Reed
Arhaus, Inc.
September 23, 2021
Page 4
            You may contact Suying Li at 202-551-3335 or Doug Jones at 202-551-3309 if you have
questions regarding comments on the financial statements and related matters.  Please contact
Donald Field at 202-551-3680 or Lilyanna Peyser at 202-551-3222 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

United States securities and exchange commission logo
August 24, 2021
John Reed
Chief Executive Officer
Arhaus, Inc.
51 E. Hines Hill Road
Boston Heights, Ohio 44236
Re:Arhaus, Inc.
Draft Registration Statement on Form S-1
Submitted July 30, 2021
CIK No. 0001875444
Dear Mr. Reed:
            We have reviewed your draft registration statement 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 this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Draft Registration Statement on Form S-1
General
1.Please provide us with supplemental copies of all written communications, as defined in
Rule 405 under the Securities Act, that you, or anyone authorized to do so on your behalf,
have presented or expect to present to potential investors in reliance on Section 5(d) of the
Securities Act, whether or not you retained, or intend to retain, copies of those
communications.  Please contact the staff member associated with the review of this filing
to discuss how to submit the materials, if any, to us for our review.

 FirstName LastNameJohn Reed
 Comapany NameArhaus, Inc.
 August 24, 2021 Page 2
 FirstName LastName
John Reed
Arhaus, Inc.
August 24, 2021
Page 2
Basis of Presentation
Key Terms and Performance Indicators Used in this Prospectus; Non-GAAP Financial Measures,
page ii
2.You define "merchandise revenue" as revenue from sale of merchandise exclusive of
certain items.  You define "demand merchandise revenue" as the value of merchandise
from orders placed exclusive of the same items as for "merchandise revenue."  Please
explain to us and disclose as appropriate what the difference between the sale amount
of merchandise and the value of merchandise orders represents and the distinction
between the two you are intending to convey to investors.
3.Please explain to us and disclose as appropriate how returned merchandise is factored
in determining a factual representation of "demand."
Company Overview, page 1
4.Please revise to define in greater detail what you consider to be the "premium home
furnishing market."
5.We note your disclosure in the second paragraph that both demand comparable brand
revenue growth and comparable brand revenue growth have been meaningful over the last
three years.  Please revise to clarify what you mean by "meaningful" and provide
quantification for the referenced periods.  Additionally, we note that you have highlighted
demand comparable revenue growth of 25% in 2020.  Please revise to balance that
presentation with your comparable brand revenue growth percentage for the same period.
6.We note in the fourth paragraph and elsewhere you reference delivering "attractive
margins" or "attractive profit margins."  In each instance, please revise to clarify what you
mean by attractive margins or attractive profit margins.
7.Please revise the seventh paragraph to disclose comparable information for 2019.
8.We note your disclosure that you believe there is potential to more than double your
current showroom base to more than 150 locations in both new and existing markets.  We
also note comparable disclosure in the Expand Our Showroom Base and Capture Market
Share section on page 9 to include a reference to the "next decade."  To the extent
possible, please revise to clarify and quantify the timeframe applicable to your expansion
plan.  Please also reconcile with your disclosure in the Real Estate Strategy section on
page 96 to include the statement that you currently do not have an anticipated timeframe
to open new showrooms.
Strong Operating Performance and Momentum , page 2
9.Please revise to include comparable information related to your comparable brand revenue
growth between 2020 and 2019.

 FirstName LastNameJohn Reed
 Comapany NameArhaus, Inc.
 August 24, 2021 Page 3
 FirstName LastName
John Reed
Arhaus, Inc.
August 24, 2021
Page 3
Competitive Strengths
Superior and Consistent Unit Economics, page 7
10.Please show us how "unit-level adjusted EBITDA" and the related margin are computed.
Strong Direct Global Sourcing Relationships, page 7
11.We note your disclosure that the majority of your products can only be purchased from
Arhaus.  Please revise to quantify the percentage of products which are exclusive to
Arhaus.
Grow eCommerce Platform, page 8
12.We note your disclosure here and elsewhere that eCommerce merchandise revenue
increased 64% in 2020 compared to 2019.  With a view towards revised disclosure, please
advise how much of this growth was attributable to the COVID-19 pandemic in
comparison to historical growth increases in prior periods and whether you expect this
trend to continue going forward.
Our Growth Strategies
Increase Brand Awareness to Drive Sales, page 8
13.Please disclose how "returns on digital advertising spend of 11x" was computed for
transparency to investors about how this was derived.
Summary Historical Consolidated Financial Data, page 16
14.Please show the computation of "comparable brand revenue growth" and "demand
comparable brand revenue growth" for transparency to investors about how they were
derived.
Use of Proceeds, page 55
15.Please revise the third paragraph to more specifically identify and quantify the principal
intended uses of the net proceeds.  Alternatively, if you have no current specific plan for
the proceeds or a significant portion of the proceeds, state that that is the case and discuss
the principal reasons for the offering.  Refer to Item 504 of Regulation S-K.
The Reorganization, page 60
16.Please refer to the post-offering ownership chart on page 62.  Please revise to add the
ownership and voting percentages of your Class A and Class B common stock after the
offering.  In this regard, we note the listed shareholder contingency groups differ from the
descriptions and bullets presented in the last paragraph on page 60.

 FirstName LastNameJohn Reed
 Comapany NameArhaus, Inc.
 August 24, 2021 Page 4
 FirstName LastName
John Reed
Arhaus, Inc.
August 24, 2021
Page 4
Management's Discussion and Analysis of Financial Condition and Results of Operations
How We Assess the Performance of Our Business, page 73
17.You present "merchandise revenue" as a non-GAAP financial measure.  Please tell us how
you determined that adding back to net revenue rebates and reserves related to returns and
discounts does not substitute individually tailored revenue recognition and measurement
methods for those of GAAP.  Refer to the answer to Question 100.04 of the staff's Non-
GAAP Financial Measures Compliance and Disclosure Interpretations.  Additionally,
provide us with a quantified listing of each item comprising the “GAAP adjustments” in
calculating the measure.  Further, explain to us with a view to disclosing as appropriate
the reasons why your management believes this information is useful to investors and why
this measure provides useful information to investors regarding your financial condition
and results of operations pursuant to Item 10(e)(1)(i)(C) and (D) of Regulation S-K.
18.We note your disclosure of "comparable brand revenue growth" and "demand comparable
brand revenue growth" metrics in the filing.  Please expand your disclosure to state why
these metrics provide useful information to investors and how you use them in managing
or monitoring the performance of your business.  Additionally, discuss how these
measures meaningfully differ from one another.  Please refer to Release No. 33-10751 for
guidance.
Adjusted EBITDA, page 75
19.You disclose the measure omits non-cash items, however it appears it also omits items
within "new showroom opening expenses" and "other expenses" that have been or will be
paid in cash.  Accordingly, please revise the characterization of this measure.
Results of Operations
Comparison of the Years Ended December 31, 2020 and December 31, 2019
Net Revenue, page 77
20.You attribute the change in net revenue to multiple factors.  The effect of price increases
is quantified under "gross margin," but other cited factors are not quantified anywhere.
Please expand your discussion to quantify the amount of the change contributed by each
underlying factor that you identified.  Refer to Item 303 of Regulation S-K and section
501.04 of the staff’s Codification of Financial Reporting Policies for guidance.
21.Cost of goods sold decreased in 2020 from 2019 despite an increase in net revenue
between these periods.  It does not appear the reason for the 2020 decrease and inverse
relationship are analyzed.  Factors affecting the change in the amount of cost of goods
sold are discussed under "gross margin," but they appear to substantially offset one
another.  Please expand your disclosure as appropriate.  Refer to Item 303 of Regulation
S-K and Section III of Release No. 33-8350 for guidance.

 FirstName LastNameJohn Reed
 Comapany NameArhaus, Inc.
 August 24, 2021 Page 5
 FirstName LastName
John Reed
Arhaus, Inc.
August 24, 2021
Page 5
Liquidity and Capital Resources
Net cash provided by operating activities, page 80
22.You attribute a portion of the $128.5 million increase in net cash provided by operating
activities between 2020 and 2019 to increased net income, the change in which amounted
to $1.2 million.  It appears a material portion (28%) of the change in operating cash
beyond the factors cited has not been analyzed.  Please expand your disclosure as
appropriate for a fuller analysis of the material factors contributing to the increase in
operating cash.  Refer to the introductory paragraph of section IV.B and paragraph B.1 of
SEC Release No. 33-8350 for guidance.
Management, page 101
23.We note that you have identified a number of director nominees.  Please revise the Exhibit
Index on page II-3 to annotate that you will file consents for such individuals as required
by Rule 438 of the Securities Act of 1933.
            You may contact Suying Li at 202-551-3335 or Doug Jones at 202-551-3309 if you have
questions regarding comments on the financial statements and related matters.  Please contact
Donald Field at 202-551-3680 or Lilyanna Peyser at 202-551-3222 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services