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 March 31, 2026

Chris Mondzelewski
Chief Executive Officer
BRC Inc.
3131 W. 2210 S., Suite C
West Valley City, UT 84119

 Re: BRC Inc.
 Registration Statement on Form S-3
 Filed on March 25, 2026
 File No. 333-294604
Dear Chris Mondzelewski:

 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 Sarah Sidwell at 202-551-4733 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of
Manufacturing
cc: Elizabeth Razzano
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CORRESP
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 BRC Inc.
 3131 W. 2210 S., Suite C
 West Valley City, UT 84119

 March 31, 2026

 VIA EDGAR

 United States Securities and Exchange Commission
 Division of Corporation Finance
 Attention: Office of Manufacturing
 100 F Street, N.E.
 Washington, D.C. 20549-0406

 Re:

 BRC Inc.

 Registration Statement on Form S-3

 Filed on March 25, 2026

 File No. 333-294604

 Ladies and Gentlemen:

 Pursuant to Rule 461 under the Securities Act of 1933, as amended, BRC Inc. (the “ Company ”) hereby respectfully requests that the effectiveness of the
 Registration Statement on Form S-3 (File No. 333-294604) of the Company (the “ Registration Statement ”), filed with the Securities and Exchange Commission on March 25, 2026 be accelerated
 so that the Registration Statement shall become effective at 4:00 p.m. (Eastern Time) on April 2, 2026, or as soon as possible thereafter.

 The Company hereby confirms that it is aware of its responsibilities under the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended, as they relate to the proposed offering of the
 securities specified in the Registration Statement.

 It would be appreciated if, promptly after the Registration Statement has become effective, you would so inform our outside counsel, Elizabeth A. Razzano of Paul Hastings LLP, by telephone at (650) 320-1895 or by email
 at elizabethrazzano@paulhastings.com. The Company hereby authorizes Ms. Razzano of Paul Hastings LLP to orally modify or withdraw this request for acceleration.

 Sincerely,

 BRC INC.

 By:

 /s/ Andrew McCormick

 Andrew McCormick

 General Counsel and Secretary (CLO)

 cc:

 Chris Mondzelewski, Chief Executive Officer

 Elizabeth A. Razzano, Esq. (Paul Hastings LLP)

January 22, 2025
Stephen Kadenacy
Chief Financial Officer
BRC Inc.
1144 S. 500 W
Salt Lake City, UT 84101
Re:BRC Inc.
Form 10-K for the fiscal year ended December 31, 2023
Filed March 6, 2024
File No. 001-41275
Dear Stephen Kadenacy:
            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 Manufacturing

CORRESP
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      December 4, 2024

        Ms. Sisi Cheng

        Ms. Anne McConnell

        U.S. Securities and Exchange Commission

        Division of Corporation Finance

        Office of Manufacturing

        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 8-K Filed November 4, 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 November 20, 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”) and Form 8-K filed on November 4, 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

            1.

              We note your response to prior comment 1. Please expand your disclosures in MD&A in future filings to more fully address the following:

            •

              Quantify the impact of the barter transactions on wholesale revenue;

            •

              Identify who issued the prepaid advertising credits;

            •

              Explain how, when, and where the prepaid advertising credits can and are expected to be used; and

            •

              Disclose and discuss the business reasons for entering the barter transactions, including, as indicated to us, that the current the barter transactions primarily resulted from disposing of excess inventory
                nearing its expiration dates.

      Response:  The Company respectfully acknowledges the Staff’s comment and confirms that it will expand the Company’s disclosures in MD&A in future
        filings to more fully address the points with respect to the barter transaction as the Staff has noted above.

                      December 4, 2024

                      Page 2

            2.

              We note your response and partially reissue prior comment 3. To the extent you incur material restructuring costs during any period presented, please revise future filings to provide the disclosures required by
                ASC 420-10-50-1. Also, expand your disclosures in MD&A in future filings to discuss and quantify the impact that restructuring activities had and are expected to have on your results of operations. Refer to SAB Topic 5:P:4.

      Response:  The Company respectfully acknowledges the Staff’s comment and confirms that, to the extent the Company incurs material
        restructuring costs during any period presented, the Company will revise future filings to provide the disclosures required by ASC 420-10-50-1.  The Company also confirms that it will expand its disclosures in MD&A in future filings to discuss
        and quantify the impact that restructuring activities had and are expected to have on the Company’s results of operations.

            3.

              We note your response and partially reissue prior comment 5. In addition to disclosing and discussing the impact of the change in your loyalty program points policy on revenue, please revise future filings to
                also disclose and discuss the impact on gross profit and gross profit margin as previously requested.

      Response:  The Company respectfully acknowledges the Staff’s comment and confirms that in future filings in addition to disclosing
        and discussing the impact of the change in the Company’s loyalty program points policy on its revenue, the Company will discuss and disclose the impact of the change in its loyalty program points policy on gross profit and gross profit margin.

            4.

              We have considered your response to prior comment 2. In regard to the non-GAAP adjustment for RTD Transformation Costs, the amounts related to Inventory write-off and RTD liquidation appear to be normal,
                recurring operating expenses necessary to operate your business. In addition, the Barter transaction discount adjustment has the effect of changing the recognition and measurement principles required by GAAP. Please confirm to us you will
                no longer include non-GAAP adjustments related to these items in your non-GAAP financial measures in future filings, including for comparable periods. Refer to both Questions 100.01 and 100.04 of the Compliance and Disclosure
                Interpretations for Non-GAAP Financial Measures.

      Response:  The Company respectfully acknowledges the Staff’s comment regarding the non-GAAP adjustments for RTD Transformation
        Costs, the amounts related to Inventory write-off and the RTD liquidation as well as the comment regarding the barter transaction discount adjustment (collectively, the “Subject Adjustments”)

        and, except for the relief requested below for the full 2024 fiscal year, confirms that it will no longer include non-GAAP adjustments related to these items in its future filings.

      Over the past four quarters, the Company has provided Adjusted EBITDA guidance to the market (most recently in the range of $35.0 million to $40.0 million) which has been based on the Subject
        Adjustments.  Users of this information—including analysts, institutional investors, retail investors, employees, and other stakeholders—have developed their expectations regarding the Company’s operations and expected Adjusted EBITDA accordingly.
        If the Subject Adjustments are eliminated in the fourth quarter of 2024 and for the prior three quarters in respect of the 2024 fiscal year, the Company believes that such elimination could be misleading and would cause unnecessary disruption with
        the Company’s investors and other stakeholders at a pivotal point in the Company’s fiscal year.  Specifically:

            •

              Misinterpretation of Guidance: Elimination of the Subject Adjustments for the 2024 fiscal year would cause the Company to report a significant and unexpected change from its previously announced
                Adjusted EBITDA guidance.  Accordingly, users of the Company’s financial information are likely to misinterpret the elimination of the Subject Adjustments as the Company’s downward revision to Adjusted EBITDA guidance and results, rather
                than a modification of the measure itself. This misunderstanding could lead to significant confusion among investors, particularly disadvantaging less sophisticated investors trying to understand the year’s results in the context of this
                change, potentially impacting investors’ investment decisions during the short period of time that investors have to understand such adjustments between the announcement of such changes and investors’ commencement of trading, erode
                confidence in the Company’s financial reporting, and lead to adverse market reactions.

                      December 4, 2024

                      Page 3

            •

              Impacts Consistency of Financial Communications: A sudden change in approach in respect of the Subject Adjustments at year-end would undermine the consistency and reliability of the Company’s
                financial communications.  This consistency is critical to aligning with the expectations of users of the Company’s financial information, including both internal and external stakeholders. Stakeholders rely on comparability and clarity,
                especially during the final quarter of the fiscal year when year-end performance is most scrutinized.

      The Company’s proposed approach is intended to reduce investor confusion. Although the Company will not include the Subject Adjustments in its fourth-quarter results, it would like to rely on the
        prior Adjusted EBITDA methodology with respect to such adjustments used throughout 2024 for full-year reporting.  The Company will introduce the updated EBITDA measure and its reasons for making the change in its discussions around the Company’s
        2025 guidance which will be included in its earnings release for the quarter and full year ending December 31, 2024. Announcing this change at the time 2024 results are announced, and subsequently implementing this change in the first quarter of
        2025, will ensure a smooth transition, maintain the integrity of the Company’s year-end reporting, and prevent confusion or misalignment in stakeholder expectations.

      Accordingly, the Company respectfully requests that, for the reasons stated above, the Staff grant the Company relief with respect to the Subject Adjustments for the fourth quarter of 2024 to
        permit the Company to make such adjustments for the full 2024 fiscal year.

      Form 8-K filed November 4, 2024

      Exhibit 99.1

            5.

              In the Highlights section of your earnings release, you present Adjusted EBITDA before you present the most directly comparable GAAP measure, Net Loss. When you present and discuss a non-GAAP financial measure,
                please revise future filings to present and discuss the most directly comparable GAAP measure with greater prominence. Refer to Item 10(e)(1)(i)(A) of Regulation S-K and Question 102.10 of the Compliance and Disclosure Interpretations for
                Non-GAAP Financial Measures.

      Response:  The Company respectfully acknowledges the Staff’s comment and confirms that in
        future filings the Company will present and discuss the most directly comparable GAAP measure with greater prominence than the non-GAAP measure as required by Item 10(e)(1)(i)(A) of Regulation S-K and Question 102.10 of the Compliance and
        Disclosure Interpretations for Non-GAAP Financial Measures.

                      December 4, 2024

                      Page 4

            6.

              We note your responses and partially reissue prior comments 2 and 4. Please revise future filings to quantify and more fully explain the specific nature of the material costs included in each non-GAAP
                adjustment. Also, revise future filings to remove the characterization “nonrecurring” from non-GAAP adjustments that occur in multiple periods. Refer to Questions 100.05 and 102.03 of the Compliance and Disclosure Interpretations for
                Non-GAAP Financial Measures.

      Response:  The Company respectfully acknowledges the Staff’s comment and confirms that in future filings the Company will quantify
        and more fully explain the specific nature of material costs included in each non-GAAP adjustment and will remove the characterization “nonrecurring” from non-GAAP adjustments that occur in multiple periods.

      *************************

      Thank you for your review of the filing. We hope that the foregoing has been responsive to the Staff’s comments. Please contact Elizabeth Razzano at (650) 320-1895 if you have any further comments or need additional
        information with respect to the filings or the responses set forth herein.

      Sincerely,

      /s/ Paul Hastings LLP

      Paul Hastings LLP

                cc:

                Stephen Kadenacy, BRC Inc.

November 20, 2024
Stephen Kadenacy
Chief Financial Officer
BRC Inc.
1144 S. 500 W
Salt Lake City, UT 84101
Re:BRC Inc.
Form 10-K for the fiscal year ended December 31, 2023
Filed March 6, 2024
Form 8-K filed November 4, 2024
File No. 001-41275
Dear Stephen Kadenacy:
            We have reviewed your August 16, 2024 response to our comment letter and have the
following comments.
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments.
Unless we note otherwise, any references to prior comments are to comments in our August
5, 2024 letter.
Form 10-K for the fiscal year ended December 31, 2023
Management's Discussion and Analysis of Financial Condition and Results of Operations
1.We note your response to prior comment 1. Please expand your disclosures in MD&A
in future filings to more fully address the following:
•Quantify the impact of the barter transactions on wholesale revenue;
•Identify who issued the prepaid advertising credits;
•Explain how, when, and where the prepaid advertising credits can and are
expected to be used; and
•Disclose and discuss the business reasons for entering the barter transactions,
including, as indicated to us, that the current the barter transactions primarily
resulted from disposing of excess inventory nearing its expiration dates.

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

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

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

                Page 4

    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

August 5, 2024
Stephen Kadenacy
Chief Financial Officer
BRC Inc.
1144 S. 500 W
Salt Lake City, UT 84101
Re:BRC Inc.
Form 10-K for the fiscal year ended December 31, 2023
Filed March 6, 2024
Form 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 Stephen Kadenacy:
            We have limited our review of your filings to the financial statements and related
disclosures and have the following comments.
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments.
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
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 1.

August 5, 2024
Page 2
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:
•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.
Form 8-K filed March 6, 2024
Exhibit 99.1
Non-GAAP Financial Measures
Reconciliation of Net Loss to Adjusted EBITDA, page 11
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 •2.

August 5, 2024
Page 3
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.
3.We note your non-GAAP financial measure, Adjusted EBITDA, includes adjustments
related to System implementation costs and Restructuring fees and related costs. Please
address the following:
•In regard to the adjustment for system implementation costs, tell us, and disclose, the
specific nature of the costs and when the implementation is expected to be complete.
•In regard to the adjustment for restructuring fees and related costs, tell us, and
disclose, the amounts and nature of each cost included in the adjustment during each
period. Also, explain why the restructuring costs are not disclosed and discussed in
MD&A and why the notes to your financial statements do not include the disclosures
required by ASC 420-10-50-1.
This comment is also applicable to your Form 8-K filed on May 8, 2024.
4.We note your characterization of several non-GAAP adjustments as nonrecurring even
though they occur in several periods. Please revise your descriptions of these adjustments
to comply with the guidance in Question 102.03 of the Compliance and Disclosure
Interpretations for Non-GAAP Financial Measures.
Form 10-Q for the quarterly period ended March 31, 2024
Management's Discussion and Analysis of Financial Condition and Results of Operations, page
29
We note disclosures in your financial statements that due to a change in your Loyalty
Program points policy you reduced the related deferred revenue liability by $3.4 million
because the change resulted in a reduction in the amount of loyalty points you estimate
will be redeemed. Please tell us, and clarify in future filings, how this change in
estimate was recorded. If the change in estimate resulted in you recording additional
Direct-to-Consumer revenue, it appears the change and its positive impacts on Direct-to-
Consumer revenue and gross profit margin should be disclosed and discussed under 5.

August 5, 2024
Page 4
Results of Operations. Absent the change, it appears the decline in Direct-to-Consumer
revenue would have almost doubled from a decline of 11% to a decline of 21%. To the
extent unusual events and transactions impact results of operations, even if they offset
other trends and transactions, they should be quantified and discussed in MD&A. Please
advise or revise future filing as appropriate.

            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 SiSi Cheng at 202-551-5004 or Anne McConnell at 202-551-3709 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

United States securities and exchange commission logo
September 21, 2023
Andrew McCormick
General Counsel & Secretary
BRC Inc.
1144 S. 500 W
Salt Lake City, UT 84101
Re:BRC Inc.
Form 10-K for the fiscal year ended December 31, 2022
Filed March 15, 2023
File No. 001-41275
Dear Andrew McCormick:
            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 Manufacturing

CORRESP
1
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CORRESP

 July 31, 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

Response Dated June 23, 2023

File No. 001-41275

Ladies and Gentlemen:

 This letter sets forth
the response of BRC Inc. (the “Company”) to the comment 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 July 17, 2023 with respect to the above-referenced Form 8-K. For your convenience, the Staff’s comment is set forth in bold and italics below, followed by the Company’s
response. Capitalized terms used but not defined in this letter have the meanings set forth in the Company’s initial response letter dated June 23, 2023.

Form 8-K filed on March 15, 2023

Exhibit 99.1

Non-GAAP Financial Measures, page 10

2.
 We note your response to prior comment number two and have the following additional comments:

•

 In regard to relocation and sign-on bonuses, it appears to us these
are normal operating expenses and eliminating components of cash compensation paid to current employees from a non-GAAP performance measure is not appropriate; however, given the amounts noted in your response
and your intention to not include these adjustments going forward, we will not pursue.

•

 In regard to the adjustment for strategic initiatives, more fully explain to us the nature and expected
duration of the services provided, including if and how these services are related as well as the extent to which these and similar services are anticipated in future periods.

 Securities and Exchange Commission

July 31, 2023

  Page
 2

•

 In regard to the adjustment for non-routine legal expense, it
appears to us the legal matters you describe are routine commercial, employment and securities litigation matters that are ubiquitous to public companies. Although the magnitude of legal costs may vary from period to period, it continues to appear
to us the legal costs you described are normal operating expenses.

•

 In regard to the adjustment for RTD start-up and production issues,
it appears to us initial production issues, quality control matters and purchasing errors are normal operating expenses that are likely to occur as a routine part of running a business, similar to pre-store
opening expenses.

 Based on the above, please more fully address why you believe your adjustments are
consistent with the requirements of Question 100.01 of the Division of Corporation Finance’s Compliance & Disclosure Interpretations on Non-GAAP Financial Measures or revise your non-GAAP measure.

 Company Response:

We respectfully acknowledge the Staff’s comment and advise the Staff that we will revise our
non-GAAP financial measures as follows:

•

 The Company will not adjust its non-GAAP financial measures for
relocation and sign-on bonuses incurred after the second quarter of 2023.

•

 The Company will no longer adjust its non-GAAP financial measures to
exclude legal expenses relating to the RTD Settlements and Employment Litigation described in our June 23, 2023 response letter.

•

 The Company will no longer adjust its non-GAAP financial measures to
exclude the cash expenses incurred as part of the RTD start-up and production issues described in our June 23, 2023 response letter. As discussed in more detail below, we are respectfully of the view that
adjustments for non-cash charges and gains are not misleading to investors.

•

 The Company will revise the reconciliation of its non-GAAP financial
measures so that all restructuring and restructuring related charges appear in a single line, rather than appearing as part of the executive recruiting, severance, relocation and sign-on bonus line and
strategic initiative related costs line.

 For the reasons discussed below, we believe that the adjustments for strategic
initiative related costs, the litigation related to the Business Combination and RTD Transition, and the non-cash charges and gains resulting from the RTD start-up and
production issues are not misleading, are useful to investors in evaluating the Company’s business period-over-period, and are consistent with the guidance in Question 100.01 of the Division of Corporation Finance’s Compliance &
Disclosure Interpretations on Non-GAAP Financial Measures.

 Additionally, as described more fully
below, we advise that we expect to incur the final costs related to strategic initiatives and the litigation related to the Business Combination during the second half of 2023. Accordingly, we do not anticipate incurring such costs in 2024.

 Securities and Exchange Commission

July 31, 2023

  Page
 3

 Adjustments for Strategic Initiative Related Costs

The strategic initiative related costs consist of fees paid to three consulting firms:

•

 Alvarez & Marsal Consumer and Retail Group, LLC (“A&M”), which assisted the Company
with transitioning away from reliance on turnkey manufacturers and developing internal capabilities relating to the sourcing of raw materials, quality control matters and sales.

•

 Charles River Associates (“CRA”), which assisted the Company in developing a long term strategy
following the transformative changes to the Company’s business undertaken in 2022.

•

 Berkeley Research Group LLC (“BRG”), which has been assisting the Company in optimizing the
business following the transformative changes to the Company’s business undertaken in 2022.

 The Company engaged
each of these consulting firms to assist the Company in connection with its business transformation, namely, A&M for outside expertise in undertaking the business transformation, CRA for outside expertise in planning the Company’s strategy
following the business transformation, and BRG for outside expertise in optimizing the business following the business transformation. Other than being engaged to assist the Company through the business transformation and its aftermath, the services
provided by the consulting firms were unrelated. Two of the three engagements have now concluded, with the third engagement scheduled to conclude during the second half of 2023. The Company does not anticipate engaging consulting firms for similar
services in the foreseeable future.

 Set forth below is greater detail regarding the services provided by each of the consulting firms.

 Alvarez & Marsal Consumer and Retail Group, LLC. From inception through 2021, the Company operated as a traditional e-commerce business, with direct to consumer sales of ground and whole bean coffee accounting for almost all of the Company’s revenue. In 2021, ready to drink coffee (“RTD”), with a more
complex and perishable ingredient set, was introduced to the Company’s sales and became a significant source of growth. Producing RTD products is an entirely different – and substantially more complicated – production process when
compared to roasting and bagging coffee beans. Like many e-commerce businesses, the Company relied on third party co-manufacturers for many business functions, including
quality control, sales, sourcing raw materials, and product distribution, in addition to production of RTD. Only a subset of co-manufacturers provide these business functions, and the Company faced higher
costs under the agreements with these co-manufacturers compared to more limited relationships. As disclosed in the Company’s filings with the Commission, the Company also faces risks relating to its broad
reliance on co-manufacturers, including that certain co-manufacturers may be unwilling or unable to fulfill their obligations to the Company such as producing and
distributing the number of products requested by the Company, and that the Company may be unable to replace co-manufacturers in a timely manner.

Through 2021 and into 2022, the Company’s Board of Directors determined that the Company should develop internal capacity regarding
quality control, sales and sourcing raw materials for RTD and other products, which would both expand the universe of co-manufacturers available for production and distribution and reduce the Company’s
overall expenses. At the time, the Company had a robust marketing team, but little or no quality control or raw materials sourcing experience beyond what was needed for ground and whole bean coffee, and only a limited sales function. The Company did
not have the internal resources to develop quality control, sales or sourcing capabilities, and the Company turned to A&M to guide the Company through this transformation.

 Securities and Exchange Commission

July 31, 2023

  Page
 4

 A&M assisted the Company with, among other things: identifying which internal functions
the Company should expand; designing the Company’s sourcing and quality control processes; standing up the sourcing and quality control groups; reorganizing and building out the sales function; identifying needed experiences and expertise in
management for the sourcing, quality control, and sales functions; implementing the build-out of the sourcing, quality control, and sales functions; and testing the effectiveness of the sourcing, quality
control, and sales functions. A&M’s engagement concluded in 2022.

 The Company’s strategic investment in its business
transformation, including the retention of A&M, is unprecedented in the history of the Company and will have a wide-ranging impact on how we operate in the future. Since the incremental expenses from the business transformation ended in 2022,
are not expected to recur in the foreseeable future, and are not considered representative of the Company’s underlying operating performance, the Company’s management believes presenting these expenses as an adjustment in the non-GAAP financial measures provides additional information to investors about trends in the Company’s operations and is useful for period-over-period comparisons. It also allows investors to view our
underlying operating results in the same manner as they are viewed by Company management.

 Charles River Associates. The Company’s Board of
Directors retained CRA to help develop a new long-term plan to continue the Company’s growth following the completion of the RTD Transition and FDM Wholesale Expansion described in our June 23, 2023 response letter. CRA assisted management
and the Board with, among other things, market analysis and identifying and evaluating potentially transformative opportunities for the Company. CRA’s engagement concluded in the second quarter of 2023.

CRA’s fees do not represent normal, recurring cash operating expenses required to operate the business. Rather, these expenses are
directed at strategically growing the business to permanently alter the Company’s operations for the long term following the completion of the RTD Transition and FDM Wholesale Expansion. The Company’s management believes that by excluding
these expenses, investors are provided with a measure that enhances the comparability of the Company’s underlying operating results period-over-period. Further, the Company’s management believes that using
non-GAAP financial measures that exclude these expenses is a useful supplement for investors to U.S. GAAP disclosures because they enhance the understanding of trends in the business without the effect of the
expenses for this strategic initiative.

 Berkeley Research Group LLC. After completion of the RTD Transition and FDM Wholesale Expansion, the
Company’s Board of Directors recognized the need for outside expertise in optimizing the cost structure of the expanded business. The Company retained BRG to assist the Company with restructuring and
right-sizing costs.

 BRG has been assisting the Company with, among other things: identifying ways
in which to reduce the Company’s cost structure, including identifying redundancies and reducing both personnel and nonpersonnel costs; management of liquidity and capital, including designing and implementing cash flow management processes and
evaluating and redesigning inventory management practices; and restructuring the Company’s debt obligations. The Company’s engagement of BRG in connection with restructuring and right-sizing costs is
scheduled to conclude during the second half of 2023.

 BRG’s fees do not represent normal, recurring cash operating expenses required
to operate the business. Rather, these expenses are directed at optimizing the Company’s business following a period of transformative growth in the business. BRG’s engagement letter provides that their fees are, in a material part,
contingent upon success in one-time cost take-out measures, as compared to the period prior to BRG’s engagement. The Company’s management believes that, by
excluding these expenses, investors are provided with a measure that enhances the comparability of the Company’s underlying operating results period-over-period. Further, the Company’s management believes that using non-GAAP financial measures that exclude restructuring expenses is a useful supplement for investors to U.S. GAAP disclosures because they enhance the understanding of trends in the business without the effect of
restructuring expenses.

 Securities and Exchange Commission

July 31, 2023

  Page
 5

 As noted above, the Company will revise the reconciliation of its non-GAAP financial measures so that all restructuring and restructuring related charges appear in a single line, rather than appearing as part of the executive recruiting, severance, relocation and sign-on bonus line and strategic initiative related costs line. The Company’s management believes that inclusion of BRG’s fees in this line, together with severance expense, will better communicate to
investors the nature of these adjustments.

 Adjustments for Non-routine Legal Expense

As noted above, on a prospective basis the Company will no longer adjust its non-GAAP financial
measures for the RTD Settlements and Employment Litigation described in our June 23, 2023 response letter.

 Concerning the Business
Combination Litigation and RTD Transition Litigation, we respectfully acknowledge the Staff’s comment and advise the Staff that we believe such matters are not normal or likely to recur.

The Business Combination Litigation arises from a dispute over the availability of the registration statement on Form S-4 used to register the issuance of Company securities in its business combination with SilverBox Engaged Merger Corp I (“SilverBox”) and Authentic Brands, LLC. In particular, plaintiffs allege
that the registration statement was available in connection with the exercise of warrants, while the Company believes that the registration statement was not available. The Company issued the warrants as replacements for warrants issued by
SilverBox, a special purpose acquisition company (“SPAC”).

 Many warrants have a feature that permits the holder to
exercise the warrant on a cashless basis when a registration statement is not available for the exercise of the warrants, following which the holder may sell the resulting shares under Rule 144. However, most warrants issued by SPACs, and in this
case the replacement warrants issued by the Company, have a feature that limits the number of shares a holder can receive upon a cashless exercise of the warrant, limiting the value of the warrant once the price of the underlying common stock
exceeds certain pre-defined levels. The plaintiffs allege that they are entitled to the full value of the underlying shares issuable upon exercise of their warrants rather than the lesser value of the shares
issuable upon a cashless exercise of the warrants. In short, the Business Combination Litigation arises from circumstances unique to business combinations with SPACs, and in particular when the price of the shares un

United States securities and exchange commission logo
July 17, 2023
Greg Iverson
Chief Financial Officer
BRC Inc.
1144 S. 500 W
Salt Lake City, UT 84101
Re:BRC Inc.
Form 10-K for the fiscal year ended December 31, 2022
Filed March 15, 2023
Form 8-K filed on March 15, 2023
Response Dated June 23, 2023
File No. 001-41275
Dear Greg Iverson:
            We have reviewed your June 23, 2023 response to our comment letter 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 these comments 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 our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional
comments.  Unless we note otherwise, our references to prior comments are to comments in our
May 24, 2023 letter.
Form 8-K filed on March 15, 2023
Exhibit 99.1
Non-GAAP Financial Measures, page 10
1.We note your response to prior comment number two and have the following additional
comments:
•In regard to relocation and sign-on bonuses, it appears to us these are normal
operating expenses and eliminating components of cash compensation paid to current
employees from a non-GAAP performance measure is not appropriate; however,
given the amounts noted in your response and your intention to not include these
adjustments going forward, we will not pursue.

 FirstName LastNameGreg Iverson
 Comapany NameBRC Inc.
 July 17, 2023 Page 2
 FirstName LastName
Greg Iverson
BRC Inc.
July 17, 2023
Page 2
•In regard to the adjustment for strategic initiatives, more fully explain to us the nature
and expected duration of the services provided, including if and how these services
are related as well as the extent to which these and similar services are anticipated in
future periods.
•In regard to the adjustment for non-routine legal expense, it appears to us the legal
matters you describe are routine commercial, employment and securities litigation
matters that are ubiquitous to public companies.  Although the magnitude of legal
costs may vary from period to period, it continues to appear to us the legal costs you
described are normal operating expenses.
•In regard to the adjustment for RTD start-up and production issues, it appears to us
initial production issues, quality control matters and purchasing errors are normal
operating expenses that are likely to occur as a routine part of running a
business, similar to pre-store opening expenses.

Based on the above, please more fully address why you believe your adjustments are
consistent with the requirements of Question 100.01 of the Division of Corporation
Finance’s Compliance & Disclosure Interpretations on Non-GAAP Financial Measures or
revise your non-GAAP measure.

            You may contact Kevin Stertzel at (202) 551-3723 or Anne McConnell at (202) 551-
3709 if you have questions regarding comments on the financial statements and related matters.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

CORRESP
1
filename1.htm

CORRESP

 *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

CORRESP
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CORRESP

 May 31, 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:

 BRC Inc. (the
“Company”) confirms receipt of your letter dated May 24, 2023 (the “Comment Letter”) with respect to the above-referenced Form 10-K and Form 8-K.

 Given the nature of the comments, the Company will need additional time to review and gather necessary information
to provide a comprehensive response. In light of the above, the Company respectfully requests an extension of ten business days and expects to respond to the comments in the Comment Letter on or before June 23, 2023.

In the meantime, if you have any questions, please do not hesitate to contact the undersigned by telephone at (801)
847-1189 or by email at greg.iverson@blackriflecoffee.com, or David R. Crandall of Hogan Lovells US LLP by telephone at (303) 454-2449 or by email at
david.crandall@hoganlovells.com.

Sincerely,

/s/ Gregory J. Iverson

Gregory J. Iverson

Chief Financial Officer

cc:
 Andrew J. McCormick, General Counsel & Corporate Secretary, BRC Inc.

David R. Crandall, Hogan Lovells US LLP

United States securities and exchange commission logo
May 24, 2023
Greg Iverson
Chief Financial Officer
BRC Inc.
1144 S. 500 W
Salt Lake City, UT 84101
Re:BRC Inc.
Form 10-K for the fiscal year ended December 31, 2022
Filed March 15, 2023
Form 8-K filed on March 15, 2023
File No. 001-41275
Dear Greg Iverson:
            We have limited our review of your filing to the financial statements and related
disclosures 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 these comments 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 our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
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).
Form 8-K filed on March 15, 2023
Exhibit 99.1
Non-GAAP Financial Measures, page 10

 FirstName LastNameGreg Iverson
 Comapany NameBRC Inc.
 May 24, 2023 Page 2
 FirstName LastName
Greg Iverson
BRC Inc.
May 24, 2023
Page 2
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 non-
routine 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.
            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.
            You may contact Kevin Stertzel at (202) 551-3723 or Anne McConnell at (202) 551-
3709 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

CORRESP
1
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BRC Inc.

1144 S. 500 W

Salt Lake City, UT 84101

(801) 874-1189

March 28, 2023

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

 RE: BRC Inc. (the “Company”)

Registration Statement on Form S-3

File No. 333-270727

To whom it may concern:

Pursuant to Rule 461(a) under the Securities Act of 1933,
as amended, the Company hereby respectfully requests that the effective date of the Company’s Registration Statement on Form S-3
(File No. 333-270727) be accelerated by the Securities and Exchange Commission to 4:00 p.m. Washington D.C. time on March 30,
2023, or as soon as practicable thereafter.

Please do not hesitate to contact Alborz Tolou of Kirkland &
Ellis LLP at (212) 909-3133 with any questions or comments with respect to this letter.

    Very truly yours,

    BRC Inc.

    By:
    /s/ Andrew McCormick

    Name: Andrew McCormick

    Title: General Counsel

United States securities and exchange commission logo
March 24, 2023
Andrew McCormick
General Counsel
BRC Inc.
1144 S. 500 W
Salt Lake City, UT 84101
Re:BRC Inc.
Registration Statement on Form S-3
Filed March 21, 2023
File No. 333-270727
Dear Andrew McCormick:
            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 Erin Donahue at 202-551-6063 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

CORRESP
1
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BRC Inc.

1144 S. 500 W

Salt Lake City, UT 84101

(801) 874-1189

May 2, 2022

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

    RE:
    BRC Inc. (the “Company”)

    Registration Statement on Form S-1

    File No. 333-263627

To whom it may concern:

Pursuant to Rule 461(a) under the
Securities Act of 1933, as amended, the Company hereby respectfully requests that the effective date of the Company’s Registration
Statement on Form S-1 (File No. 333-263627) be accelerated by the Securities and Exchange Commission to
4:00 p.m. Washington D.C. time on May 4, 2022, or as soon as practicable thereafter.

Please do not hesitate to contact Peter Seligson
of Kirkland & Ellis LLP at (212) 446-4756 with any questions or comments with respect to this letter.

    Very truly yours,

    BRC Inc.

    By:
    /s/ Andrew McCormick

    Name:
    Andrew McCormick

    Title:
    General Counsel

CORRESP
1
filename1.htm

    601 Lexington Avenue

    New York, NY 10022

    United States

    +1 212 446 4800

    www.kirkland.com

April 18, 2022

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, NE

Washington, D.C. 20549

Attention: Sergio Chinos and Geoffrey Kruczek

    Re:
    BRC Inc.

    Registration Statement on Form S-1

    Filed March 16, 2022

    File No. 333-263627

On behalf of our client, BRC
Inc. (the “Company”), we set forth below the Company’s responses to the letter, dated April 8, 2022, containing
the comments of the staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission
(the “Commission”) with respect to the above referenced Registration Statement on Form S-1 filed by the Company
on March 16, 2022 (the “Registration Statement”).

In order to facilitate your
review of our responses, we have restated each of the Staff’s comments in this letter, and we have numbered the paragraphs below
to correspond to the numbers in the Staff’s letter. For your convenience, we have also set forth the Company’s response to
each of the Staff’s comments immediately below the numbered comment.

Concurrent with the submission
of this letter, we are filing an Amendment No. 1 to the Registration Statement on Form S-1/A (as so amended, the “Amended
Registration Statement”), in response to the Staff’s comments. Page numbers in the text of the Company’s responses
correspond to page numbers in the Amended Registration Statement. Unless otherwise indicated, capitalized terms used herein have
the meanings assigned to them in the Amended Registration Statement.

Austin
    Beijing Boston Chicago Dallas Hong Kong Houston London Los Angeles Munich Palo Alto Paris San Francisco Shanghai
    Washington, D.C.

    Page 2

Form S-1 filed March 16, 2022

General

 1. Staff’s comment: Revise your prospectus to disclose the price that each selling securityholder paid for the securities
being registered for resale. Highlight any differences in the current trading price, the prices that the selling securityholders acquired
their shares and warrants, and the price that the public securityholders acquired their shares and warrants. Disclose that while the selling
securityholders may experience a positive rate of return based on the current trading price, the public securityholders may not experience
a similar rate of return on the securities they purchased due to differences in the purchase prices and the current trading price. Please
also disclose the potential profit the selling securityholders will earn based on the current trading price. Lastly, please include appropriate
risk factor disclosure.

Response:
The Company acknowledges the Staff’s comment and has revised the disclosure on the cover page and on pages 45 and 99 to
108 of the prospectus included in the Amended Registration Statement to disclose (i) the price paid by the Sponsor, the PIPE Investors,
the Backstop Investors and the Engaged Capital Investors for the securities being registered for resale and the potential profit each
may make upon resale based on the closing price of the shares of Class A Common Stock on April 14, 2022, (ii) that the
Continuing Unitholders purchased their securities being registered at prices significantly below the current trading price of such securities
and some received their securities without any consideration, (iii) that the Selling Holders may potentially make a significant profit
with the sale of the securities covered by the prospectus depending on the trading price of the Company’s securities at the time
of a sale and the purchase price of such securities by the applicable Selling Holder and (iv) that while the Selling Holders may
experience a positive rate of return based on the trading price of the Company’s securities, the public holders of the Company’s
securities may not experience a similar rate of return on the securities they purchased due to differences in the applicable purchase
price and trading price.

The Company respectfully advises the
Staff that the Company did not disclose in the Amended Registration Statement the specific purchase price paid by the Continuing Unitholders
for the securities being registered and the potential profit that each may make upon resale because such disclosure (i) is not prescribed
by Item 507 of Regulation S-X promulgated under the Securities Act, (ii) would provide personal and private information about the
Continuing Unitholders on investments they made, which information is not required by law and has not otherwise been made public, (iii) is
not material to investors and disclosing in the Amended Registration Statement as the Company did that the Continuing Unitholders purchased
the securities covered by the prospectus at prices significantly below the current trading price of such securities, and some without
any consideration, provides sufficient information to investors and highlights that public securityholders may have acquired their securities
at a purchase price higher than the Continuing Unitholders and that, as a result, public securityholders may not experience a similar
rate of return as the Continuing Unitholders on the securities they purchased and (iv) would be overly burdensome on the Company
given that that it would involve information on approximately 70 holders whose shares are being registered and that such burdens would
far outweigh the incremental benefit to investors, if any.

    Page 3

Cover Page

 2. Staff’s comment: For each of the securities being registered for resale, disclose the price that the selling securityholders
paid for such securities.

Response:
The Company acknowledges the Staff’s comments and refers the Staff to the Company’s response to Question 1 above. Disclosure
referenced in the response to Question 1 has been included on the cover page and pages 45 and 99 to 108 of the prospectus included
in the Amended Registration Statement.

 3. Staff’s comment: Disclose the exercise price of the warrants compared to the market price of the underlying security.
If the warrants are out the money, please disclose the likelihood that warrant holders will not exercise their warrants. Provide similar
disclosure in the prospectus summary, risk factors, MD&A and use of proceeds section and disclose that cash proceeds associated with
the exercises of the warrants are dependent on the stock price. As applicable, describe the impact on your liquidity and update the discussion
on the ability of your company to fund your operations on a prospective basis with your current cash on hand.

Response:
The Company acknowledges the Staff’s comment and has revised the disclosure on the cover page and on pages 4, 8 to 9,
10, 49, 50 and 70 to 71 of the prospectus included in the Amended Registration Statement accordingly.

 4. Staff’s comment: We note the significant number of redemptions of your Class A common stock in connection
with your business combination and that the shares being registered for resale will constitute a considerable percentage of your public
float. We also note that most of the shares being registered for resale were purchased by the selling securityholders for prices considerably
below the current market price of the Class A common stock. Highlight the significant negative impact sales of shares on this registration
statement could have on the public trading price of the Class A common stock.

Response:
The Company acknowledges the Staff’s comment and has revised the disclosure on the cover page and on pages 45 to 46 and
65 to 66 of the prospectus included in the Amended Registration Statement accordingly.

Risk Factors, page 11

 5. Staff’s comment: Include an additional risk factor highlighting the negative pressure potential sales of shares
pursuant to this registration statement could have on the public trading price of the Class A common stock. To illustrate this risk,
disclose the purchase price of the securities being registered for resale and the percentage that these shares currently represent of
the total number of shares outstanding.

Response:
The Company acknowledges the Staff’s comment and has revised the disclosure on pages 45 to 46 of the prospectus included in
the Amended Registration Statement accordingly.

    Page 4

Management’s Discussion and Analysis...,
page 59

 6. Staff’s comment: Please expand your discussion here to reflect the fact that this offering involves the potential
sale of a substantial portion of shares for resale and discuss how such sales could impact the market price of the company’s common
stock. Your discussion should highlight the fact that Mr. Evan Hafer, a beneficial owner of outstanding shares representing over
80% of the total voting power, will be able to sell all of its shares for so long as the registration statement of which this prospectus
forms a part is available for use.

Response:
The Company acknowledges the Staff’s comment and has revised the disclosure on pages 65 to 66 of the prospectus included in
the Amended Registration Statement accordingly.

We
hope that the foregoing has been responsive to the Staff’s comment. If you have any questions related to this letter, please contact
Joshua N. Korff by telephone at (212) 446-4943 or by email at joshua.korff@kirkland.com or Peter Seligson by telephone
at (212) 446-4756 or by email at peter.seligson@kirkland.com.

  Sincerely,

  /s/ Joshua N. Korff

  Joshua N. Korff

VIA E-MAIL

cc: Sergio Chinos

  Geoffrey Kruczek

  Securities and Exchange Commission

  Andrew McCormick

  BRC Inc.

  Steven Napolitano, P.C.

  Peter Seligson

  Kirkland & Ellis LLP

United States securities and exchange commission logo
April 8, 2022
Evan Hafer
Chairman and Chief Executive Officer
BRC Inc.
1144 S. 500 W
Salt Lake City, UT 84101
Re:BRC Inc.
Registration Statement on Form S-1
Filed March 16, 2022
File No. 333-263627
Dear Mr. Hafer:
            We have limited our review of your registration statement to those issues we have
addressed in our 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.
Form S-1 filed March 16, 2022
General
1.Revise your prospectus to disclose the price that each selling securityholder paid for the
securities being registered for resale.  Highlight any differences in the current trading
price, the prices that the selling securityholders acquired their shares and warrants, and the
price that the public securityholders acquired their shares and warrants.  Disclose that
while the selling securityholders may experience a positive rate of return based on the
current trading price, the public securityholders may not experience a similar rate of return
on the securities they purchased due to differences in the purchase prices and the current
trading price.  Please also disclose the potential profit the selling securityholders will earn
based on the current trading price.  Lastly, please include appropriate risk factor
disclosure.

 FirstName LastNameEvan Hafer
 Comapany NameBRC Inc.
 April 8, 2022 Page 2
 FirstName LastNameEvan Hafer
BRC Inc.
April 8, 2022
Page 2
Cover Page
2.For each of the securities being registered for resale, disclose the price that the selling
securityholders paid for such securities.
3.Disclose the exercise price of the warrants compared to the market price of the underlying
security.  If the warrants are out the money, please disclose the likelihood that warrant
holders will not exercise their warrants.  Provide similar disclosure in the prospectus
summary, risk factors, MD&A and use of proceeds section and disclose that cash proceeds
associated with the exercises of the warrants are dependent on the stock price.  As
applicable, describe the impact on your liquidity and update the discussion on the ability
of your company to fund your operations on a prospective basis with your current cash on
hand.
4.We note the significant number of redemptions of your Class A common stock in
connection with your business combination and that the shares being registered for resale
will constitute a considerable percentage of your public float.  We also note that most of
the shares being registered for resale were purchased by the selling securityholders for
prices considerably below the current market price of the Class A common stock.
Highlight the significant negative impact sales of shares on this registration statement
could have on the public trading price of the Class A common stock.
Risk Factors, page 11
5.Include an additional risk factor highlighting the negative pressure potential sales of
shares pursuant to this registration statement could have on the public trading price of the
Class A common stock.  To illustrate this risk, disclose the purchase price of the securities
being registered for resale and the percentage that these shares currently represent of the
total number of shares outstanding.
Management's Discussion and Analysis..., page 59
6.Please expand your discussion here to reflect the fact that this offering involves the
potential sale of a substantial portion of shares for resale and discuss how such sales could
impact the market price of the company’s common stock.  Your discussion should
highlight the fact that Mr. Evan Hafer, a beneficial owner of outstanding shares
representing over 80% of the total voting power, will be able to sell all of its shares for so
long as the registration statement of which this prospectus forms a part is available for
use.
            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.

 FirstName LastNameEvan Hafer
 Comapany NameBRC Inc.
 April 8, 2022 Page 3
 FirstName LastName
Evan Hafer
BRC Inc.
April 8, 2022
Page 3
            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.
            Please contact Sergio Chinos at (202) 551-7844 or Geoffrey Kruczek at (202) 551-
3641 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       Steven Napolitano

CORRESP
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filename1.htm

BRC
Inc.

1250
S. Capital of Texas Highway

Building
2, Suite 285

Austin,
Texas 78746

January 11, 2022

VIA EDGAR

U.S.
Securities and Exchange Commission

Division of Corporation Finance, Office of Manufacturing

100 F Street, N.E.

Washington, D.C. 20549

Attention:        Geoffrey Kruczek

                            Sergio Chinos

Re:          BRC
Inc.

Registration Statement on Form S-4

File
No. 333-260942

Dear Messrs. Kruczek and Chinos:

BRC Inc.
(the “Registrant”) hereby requests that the Securities and Exchange Commission (the “Commission”) take appropriate
action to cause the above-referenced Registration Statement on Form S-4 to become effective on January 13, 2022, at 9:00 a.m.,
Eastern Time, or as soon thereafter as is practicable or at such later time as the Registrant may orally request via telephone call to
the staff of the Commission. The Registrant hereby authorizes Jonathan Ko, counsel to the Registrant, to make such request on its behalf.
Once the Registration Statement has been declared effective, please orally confirm that event with Jonathan Ko of Paul Hastings LLP, counsel
to the Registrant, at (213) 683-6188, or in his absence, David Hernand at (310) 570-5750.

[Signature
Page Follows]

Securities and Exchange Commission

January 11, 2022

Page 2

    Very truly yours,

    BRC Inc.

    By:
    /s/
    Stephen Kadenacy

    Name:
    Stephen Kadenacy

    Title:
    Chief Executive Officer

cc:
       Jonathan Ko, Paul Hastings LLP

David Hernand, Paul Hastings LLP

Stephen Napolitano, Kirkland & Ellis LLP

Joshua Korff, Kirkland & Ellis LLP

Peter Seligson, Kirkland & Ellis LLP

United States securities and exchange commission logo
January 10, 2022
Stephen M. Kadenacy
Chief Executive Officer
BRC Inc.
1250 S. Capital of Texas Highway
Building 2, Suite 285
Austin, Texas 78746
Re:BRC Inc.
Amendment No. 2 to Registration Statement on Form S-4
Filed January 4, 2022
File No. 333-260942
Dear Mr. Kadenacy:
            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 December 28, 2021 letter.
Form S-4/A filed January 4, 2022
General
1.Please reconcile the number of shares referenced in the legal opinion filed as Exhibit 5.1
with the number of shares actually being registered pursuant to the registration statement.
2.We note that you plan to issue shares of Class B common stock to existing members of
Authentic Brands.  It does not appear that you are registering these shares in the
registration statement based on your revised Calculation of Registration Fee table.  Please
revise your disclosure to clearly state, if true, that you intend to issue PubCo Class B
common stock via a private placement.  In addition, please advise us of the exemption

 FirstName LastNameStephen M. Kadenacy
 Comapany NameBRC Inc.
 January 10, 2022 Page 2
 FirstName LastName
Stephen M. Kadenacy
BRC Inc.
January 10, 2022
Page 2
from the Securities Act that you are relying upon and provide an analysis supporting the
use of such exemption. We note, in this regard, it appears from prior filings of this
registration statement that you intended to register the offer and sale of those securities.
            You may contact Kevin Stertzel at (202) 551-3723 or John Cash at (202) 551-3768 if you
have questions regarding comments on the financial statements and related matters.  Please
contact Sergio Chinos at (202) 551-7844 or Geoffrey Kruczek at (202) 551-3641 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       Jonathan Ko

CORRESP
1
filename1.htm

BRC Inc.

1250 S. Capital of Texas Highway

Building 2, Suite 285

Austin, Texas 78746

January 4, 2022

VIA EDGAR

U.S.
Securities and Exchange Commission

Division of Corporation Finance, Office of Manufacturing

100 F Street, N.E.

Washington, D.C. 20549

Attention: Geoffrey
                                            Kruczek

  Sergio Chinos

Re: BRC
                                            Inc.

  Amendment No. 1 to Registration Statement on Form S-4

  Filed December 14, 2021

  File
                                        No. 333-260942

Dear Messrs. Kruczek and Chinos:

This letter
sets forth the responses of BRC Inc. (the “Registrant,” “we,” “our” or “us”)
to the comments from the staff (the “Staff”) of the Securities and Exchange Commission in your letter dated December 28,
2021 (the “Comment Letter”), with respect to the above-captioned Registration Statement on Form S-4 (the “Registration
Statement”).

For your
convenience, each of the Staff’s comments contained in the Comment Letter is duplicated below in bold and is followed by the Registrant’s
response.

All references
in this letter to page numbers and captions (other than those in the Staff’s comments) correspond to the page numbers
in Amendment No. 2 to the Registration Statement (the “Amended Registration Statement”), unless otherwise noted.
Defined terms used but not otherwise defined herein have the meanings ascribed to such terms in the Amended Registration Statement.

Form S-4/A Filed
December 14, 2021

General

1. We note your response to
                                            prior comment 3.  It appears that, notwithstanding the form of the private transaction,
                                            the substance of the PIPE transaction will permit the recipients of those securities to receive
                                            unrestricted shares.  We do not believe that attempting to register the offer and sale
                                            of securities that were issued privately is consistent with Section 5 of the Securities
                                            Act.  Refer to Question 134.02 of our Securities Act Sections Compliance and Disclosure
                                            Interpretations.

Response:
In response to the Staff’s comment, we have revised the registration cover page of
the Amended Registration Statement to remove the PubCo Class A Common Stock being registered in exchange for the SilverBox Class C
Common Stock to be issued on a private placement basis in connection with the proposed Business Combination and revised the disclosure
on the proxy statement / prospectus cover page and pages 32, 33 and 163 of the Amended Registration Statement.

*     *     *

Securities and Exchange Commission

January 4, 2022

Page 2

Thank you for your attention to this response. If you have any questions
related to this letter, please contact Jonathan Ko at (213) 683-6188 of Paul Hastings LLP.

  Very truly yours,

  BRC Inc.

 By: /s/
                                            Stephen Kadenacy

  Name: Stephen Kadenacy

  Title: Chief
                                            Executive Officer

cc: Jonathan Ko, Paul Hastings LLP

  David Hernand, Paul Hastings LLP

  Stephen Napolitano, Kirkland & Ellis LLP

  Joshua Korff, Kirkland & Ellis LLP

  Peter Seligson, Kirkland & Ellis LLP

United States securities and exchange commission logo
December 28, 2021
Stephen M. Kadenacy
Chief Executive Officer
BRC Inc.
1250 S. Capital of Texas Highway
Building 2, Suite 285
Austin, Texas 78746
Re:BRC Inc.
Amendment No. 1 to Registration Statement on Form S-4
Filed December 14, 2021
File No. 333-260942
Dear Mr. Kadenacy:
            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 December 7, 2021 letter.
Form S-4/A filed December 14, 2021
General
1.We note your response to prior comment 3.  It appears that, notwithstanding the form of
the private transaction, the substance of the PIPE transaction will permit the recipients of
those securities to receive unrestricted shares.  We do not believe that attempting to
register the offer and sale of securities that were issued privately is consistent with Section
5 of the Securities Act.  Refer to Question 134.02 of our Securities Act Sections
Compliance and Disclosure Interpretations.

 FirstName LastNameStephen M. Kadenacy
 Comapany NameBRC Inc.
 December 28, 2021 Page 2
 FirstName LastName
Stephen M. Kadenacy
BRC Inc.
December 28, 2021
Page 2
            You may contact Kevin Stertzel at (202) 551-3723 or John Cash at (202) 551-3768 if you
have questions regarding comments on the financial statements and related matters.  Please
contact Sergio Chinos at (202) 551-7844 or Geoffrey Kruczek at (202) 551-3641 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       Jonathan Ko

CORRESP
1
filename1.htm

BRC Inc.

1250 S. Capital of Texas Highway

 Building 2, Suite 285

Austin, Texas 78746

December 14, 2021

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance, Office of Manufacturing

100 F Street, N.E.

Washington, D.C. 20549

  Attention:
  Geoffrey Kruczek

  Sergio Chinos

  Re:
  BRC Inc.

  Registration Statement on Form
S-4

  Filed November 10, 2021

  File No. 333-260942

Dear Messrs. Kruczek and Chinos:

This
letter sets forth the responses of BRC Inc. (the “Registrant,” “we,” “our” or
 “us”) to the comments from the staff (the “Staff”) of the Securities and Exchange Commission in
your letter dated December 7, 2021 (the “Comment Letter”), with respect to the above-captioned Registration Statement
on Form S-4 (the “Registration Statement”).

For
your convenience, each of the Staff’s comments contained in the Comment Letter is duplicated below in bold and is followed by the
Registrant’s response.

All
references in this letter to page numbers and captions (other than those in the Staff’s comments) correspond to the page numbers
in Amendment No. 1 to the Registration Statement (the “Amended Registration Statement”), unless otherwise noted. Defined
terms used but not otherwise defined herein have the meanings ascribed to such terms in the Amended Registration Statement.

Securities and Exchange Commission

December 14, 2021

Page 2

Form S-4 Filed
November 10, 2021

General

1. Please elaborate on the data behind
                                            your NPS. For example, please disclose what exactly this metric is, the sample size that
                                            the score was derived from and the time period for which the score was obtained.

Response: In response to the Staff’s comment,
we have revised page 4 of the Amended Registration Statement to add disclosure regarding
the NPS metric, including the sample size and the time period for which the score was obtained.

2. Please provide
                                            us your analysis of whether the supermajority provisions described on page 244 are required
                                            to be presented as separate proposals under Proposal 2.

Response: In response to the Staff’s comment,
we have added the supermajority provisions as a separate proposal under Proposal 2.

3. We note the disclosure on page
                                            ii that the PIPE transaction will occur first and the shares issued will be converted into
                                            the right to acquire PubCo shares. Please tell us how you determined it is appropriate to
                                            register the issuance of those shares to the PIPE investors.

Response: We
respectfully advise the Staff that, based on the facts and analysis below, we believe it is appropriate to register pursuant to the Registration
Statement, the offering of shares of Class A common stock of the Registrant (the “PubCo Class A Common Stock”) issuable
in the SilverBox Merger in exchange for the shares of Class C common stock of SilverBox Engaged Merger Corp I (“SBEA”)
issued to the PIPE Investors. The issuance of such shares of Class C common stock to the PIPE Investors is being effected as a valid
private placement in accordance with the exemption provided in Section 4(a)(2) of the Securities Act of 1933, as amended. This conclusion
is supported by the fact that (i) all of the PIPE Investors constitute “accredited investors” (within the meaning of Rule
501(a) under the Securities Act), (ii) none of the PIPE Investors were solicited through the use of general solicitation or general advertising,
(iii) all of the PIPE subscription agreements between SBEA and the PIPE Investors were entered into concurrently with the execution of
the Business Combination Agreement and prior to the filing of the Registration Statement, and (iv) the PIPE subscription agreements are
subject only to conditions outside of the PIPE Investors’ control and the purchase price is fixed at $10.00 per share and, as such,
the PIPE Investors are irrevocably committed to purchase the PIPE Shares. The issuance of shares of Class A common stock of the Registrant
in the SilverBox Merger is a distinct issuance of securities by a different issuer, and the PIPE Shares will be issued on the day immediately
preceding the issuance of the closing of the SilverBox Merger. Accordingly, the PIPE transaction by SBEA should not be integrated with
the offering of securities by the Registrant pursuant to the Registration Statement. Given that the PIPE Shares will be issued in a separate
offering and will be issued and outstanding prior to the effective time of the SilverBox Merger, we determined it is appropriate
for the Registration Statement to register the shares of PubCo Class A Common Stock to be issued in exchange for the PIPE Shares.

Securities and Exchange Commission

December 14, 2021

Page 3

4. Revise your disclosure to show
                                            the potential impact of redemptions on the per share value of the shares owned by non-redeeming
                                            shareholders by including a sensitivity analysis showing a range of redemption scenarios,
                                            including minimum, maximum and interim redemption levels.

Response: In
response to the Staff’s comment, we have revised our disclosure on pages 18, 19 and 20 of the Amended Registration Statement,
to address the potential impact on the per share value of the shares owned by non-redeeming shareholders under a range of
redemptions scenarios.

5. It appears that underwriting fees
                                            remain constant and are not adjusted based on redemptions. Revise your disclosure to disclose
                                            the effective underwriting fee on a percentage basis for shares at each redemption level
                                            presented in your sensitivity analysis related to dilution.

Response: In response to the Staff’s comment,
we have revised our disclosure on page 20 of the Amended Registration Statement to provide the requested sensitivity analysis.

Cover Page

6. Please revise your cover page
                                            to prominently disclose the number of common stock shares you anticipate issuing at every
                                            phase of the business combination. In addition, please quantify the value of the shares to
                                            be issued in the transaction.

Response: In response to the Staff’s comment,
we have revised our disclosure on the cover page of the Amended Registration Statement to include the number of shares of PubCo Common
Stock issued in connection with the Business Combination as well as the deemed value of such shares.

7. Please indicate that the combined
                                            company will be a controlled company and identify the controlling shareholders and the shareholders'
                                            total voting power.

Response: In response to the Staff’s comment,
we have added the requested disclosure to the cover page of the Amended Registration Statement.

Securities and Exchange Commission

December 14, 2021

Page 4

Market and Industry Data, page 7

8. We note that the prospectus includes
                                            market and industry data based on information from third- party sources. If any of these
                                            publications, surveys, or reports were commissioned by you for use in connection with the
                                            registration statement, please file consents pursuant to Rule 436 of the Securities Act as
                                            exhibits to your registration statement or tell us why you believe you are not required to
                                            do so.

Response: We advise the Staff that none of the third-party
data was commissioned by us or Authentic Brands for use in connection with the Registration Statement. Accordingly, we are not required
to file any consents pursuant to Rule 436 of the Securities Act.

Question and Answers, page 8

9. Please add a question and answer
                                            that addresses both the positive and negative factors that the board considered when determining
                                            to enter into the business combination agreement and its rationale for approving the transaction.
                                            Also revise your disclosure on pages 27-28 to highlight those negative factors.

Response: In response to the Staff’s comment,
we have revised our disclosure on pages 11 and 12 of the Amended Registration Statement
to include the requested question and answer. We have also revised our disclosure on pages 35 and 36 of the Amended Registration Statement
to highlight those negative factors.

10. Please revise this section to
                                            include a question and answer that discusses BRC's status as a public benefit corporation,
                                            identifies its public benefit, and discusses potential risks that may be presented to the
                                            public stockholders.

Response: In response to the Staff’s comment,
we have revised our disclosure on pages 10 and 11 of the Amended Registration Statement
to include the requested question and answer.

Securities and Exchange Commission

December 14, 2021

Page 5

What shall be the relative equity stakes of the Public Stockholders,
page 15

11. Please revise to present this
                                            information assuming the conversion/exercise of all outstanding securities.

Response: In response to the Staff’s
comment, we have revised our disclosure on page 19 and 20 of the Amended Registration Statement
to include the requested information.

Summary of the Proxy Statement/Prospectus, page 22

12. The discussion of the Tax Receivable
                                            Agreement and the redirection of cash flows to the Continuing Unitholders should be enhanced
                                            and given more prominence in your prospectus. Please expand the discussion of the TRA as
                                            a principal topic in the prospectus summary so that readers do not have to search for key
                                            information about significant financial arrangements that will materially impact the company's
                                            liquidity. Please ensure that your revised disclosure states clearly that you expect the
                                            payments to be substantial and that the arrangement will reduce the cash provided by the
                                            tax savings that would otherwise have been available to you for other uses. Because the arrangement
                                            could be considered a windfall for the Continuing Unitholders, your disclosure at the top
                                            of the prospectus should adequately address the fact that the agreement confers significant
                                            economic benefits to the Continuing Unitholders and redirects cash flows to them at the expense
                                            of the rest of your shareholders.

Response: In response to the Staff’s
comment, we have revised our disclosure on pages 29, 30, 31 and 43 of the Amended Registration Statement to include the requested
information.

SilverBox’s Board of Directors Reasons for the Approval
of the Business Combination, page 121

13. Please revise to describe in
                                            greater detail the "financial and valuation analyses" referenced in the eighth
                                            bullet on page 122.

Response: In response to the Staff’s comment,
we have revised our disclosure on pages 140, 141 and 142 of the Amended Registration Statement
to include the requested information.

Securities and Exchange Commission

December 14, 2021

Page 6

Certain Forecasted Information for Authentic Brands, page 126

14. We note the following disclosure
                                            stating that "none of them intends to or undertakes any obligation to update or otherwise
                                            revise the forecasts to reflect circumstances existing after the date when made or to reflect
                                            the occurrence of future events in the event that any or all of the assumptions underlying
                                            the forecasts are shown to be in error." Please revise your disclosure to clarify that
                                            you will update this information to the extent required by law.

Response: In response to the Staff’s comment,
we have revised our disclosure on page 143 of the Amended Registration Statement to include the
requested language.

15. We note the assumptions described
                                            on pages 126 and 128. Please revise to clarify how those assumptions relate to the projections
                                            included in the tables on pages 127 and 128.

Response: In response to the Staff’s comment,
we have revised our disclosure on pages 144 and 145 of the Amended Registration Statement
to clarify the applicability of the assumptions to the information presented in the table.

Interests of SilverBox Directors and Officers in the Business
Combination, page 129

16. Please expand the second bullet
                                            on page 130 to quantify the extent of participation in the PIPE by the entities/persons referenced
                                            on an individual basis.

Response: In response to the Staff’s comment,
we have revised our disclosure on page 137 of the Amended Registration Statement to include
the requested information.

Material U.S. Federal Income Tax Considerations, page 146

17. We note that you intend for the
                                            transaction to qualify as a reorganization under Section 368 of the Code. Please revise your
                                            disclosures here to more clearly state counsel's tax opinion on whether the transaction will
                                            qualify as a reorganization. Also, state in your disclosure here that the discussion is the
                                            opinion of tax counsel and identify counsel. Whenever there is significant doubt about the
                                            tax consequences of the transaction, it is permissible for the tax opinion to use “should”
                                            rather than “will,” but counsel providing the opinion must explain why it cannot
                                            give a “will” opinion and describe the degree of uncertainty in the opinion.
                                            Please also include appropriate risk factor disclosure. Please refer to Sections III.B
and C of Staff Legal Bulletin 19.

Response: In response to the Staff’s
comment, we have revised our disclosures on pages 95, 165 and 166 of the Amended Registration Statement.

Securities and Exchange Commission

December 14, 2021

Page 7

Entertain, page 174

18. Please refer to the graph on
                                            page 175. Please clarify whether any coffee companies, such as those on page 177, exceed
                                            the amounts you disclose for yourself. Also disclose whe

United States securities and exchange commission logo
December 7, 2021
Stephen M. Kadenacy
Chief Executive Officer
BRC Inc.
1250 S. Capital of Texas Highway
Building 2, Suite 285
Austin, Texas 78746
Re:BRC Inc.
Registration Statement on Form S-4
Filed November 10, 2021
File No. 333-260942
Dear Mr. Kadenacy:
            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.
Form S-4 filed November 10, 2021
General
1.Please elaborate on the data behind your NPS.  For example, please disclose what exactly
this metric is, the sample size that the score was derived from and the time period for
which the score was obtained.
2.Please provide us your analysis of whether the supermajority provisions described on page
244 are required to be presented as separate proposals under Proposal 2.
3.We note the disclosure on page ii that the PIPE transaction will occur first and the shares
issued will be converted into the right to acquire PubCo shares.  Please tell us how you
determined it is appropriate to register the issuance of those shares to the PIPE investors.

 FirstName LastNameStephen M. Kadenacy
 Comapany NameBRC Inc.
 December 7, 2021 Page 2
 FirstName LastNameStephen M. Kadenacy
BRC Inc.
December 7, 2021
Page 2
4.Revise your disclosure to show the potential impact of redemptions on the per share value
of the shares owned by non-redeeming shareholders by including a sensitivity analysis
showing a range of redemption scenarios, including minimum, maximum and interim
redemption levels.
5.It appears that underwriting fees remain constant and are not adjusted based on
redemptions. Revise your disclosure to disclose the effective underwriting fee on a
percentage basis for shares at each redemption level presented in your sensitivity analysis
related to dilution.
Cover Page
6.Please revise your cover page to prominently disclose the number of common stock shares
you anticipate issuing at every phase of the business combination. In addition, please
quantify the value of the shares to be issued in the transaction.
7.Please indicate that the combined company will be a controlled company and identify the
controlling shareholders and the shareholders' total voting power.
Market Industry and Data, page 7
8.We note that the prospectus includes market and industry data based on information from
third- party sources. If any of these publications, surveys, or reports were commissioned
by you for use in connection with the registration statement, please file consents pursuant
to Rule 436 of the Securities Act as exhibits to your registration statement or tell us why
you believe you are not required to do so.
Question and Answers, page 8
9.Please add a question and answer that addresses both the positive and negative factors that
the board considered when determining to enter into the business combination agreement
and its rationale for approving the transaction.  Also revise your disclosure on pages 27-28
to highlight those negative factors.
10.Please revise this section to include a question and answer that discusses BRC's status as a
public benefit corporation, identifies its public benefit, and discusses potential risks that
may be presented to the public stockholders.
What shall be the relative equity stakes of the Public Stockholders, page 15
11.Please revise to present this information assuming the conversion/exercise of all
outstanding securities.
Summary of the Proxy Statement/Prospectus, page 22
12.The discussion of the Tax Receivable Agreement and the redirection of cash flows to the
Continuing Unitholders should be enhanced and given more prominence in your
prospectus.  Please expand the discussion of the TRA as a principal topic in the prospectus

 FirstName LastNameStephen M. Kadenacy
 Comapany NameBRC Inc.
 December 7, 2021 Page 3
 FirstName LastName
Stephen M. Kadenacy
BRC Inc.
December 7, 2021
Page 3
summary so that readers do not have to search for key information about significant
financial arrangements that will materially impact the company's liquidity.  Please ensure
that your revised disclosure states clearly that you expect the payments to be substantial
and that the arrangement will reduce the cash provided by the tax savings that would
otherwise have been available to you for other uses.  Because the arrangement could be
considered a windfall for the Continuing Unitholders, your disclosure at the top of the
prospectus should adequately address the fact that the agreement confers significant
economic benefits to the Continuing Unitholders and redirects cash flows to them at the
expense of the rest of your shareholders.
SilverBoxs Board of Directors Reasons for the Approval of the Business Combination, page 121
13.Please revise to describe in greater detail the "financial and valuation analyses" referenced
in the eighth bullet on page 122.
Certain Forecasted Information for Authentic Brands, page 126
14.We note the following disclosure stating that "none of them intends to or undertakes any
obligation to update or otherwise revise the forecasts to reflect circumstances existing
after the date when made or to reflect the occurrence of future events in the event that any
or all of the assumptions underlying the forecasts are shown to be in error."  Please revise
your disclosure to clarify that you will update this information to the extent required by
law.
15.We note the assumptions described on pages 126 and 128.  Please revise to clarify how
those assumptions relate to the projections included in the tables on pages 127 and 128.
Interests of SilverBoxs Directors and Officers in the Business Combination, page 129
16.Please expand the second bullet on page 130 to quantify the extent of participation in the
PIPE by the entities/persons referenced on an individual basis.
Material U.S. Federal Income Tax Considerations, page 146
17.We note that you intend for the transaction to qualify as a reorganization under Section
368 of the Code.  Please revise your disclosures here to more clearly state counsel's tax
opinion on whether the transaction will qualify as a reorganization.  Also, state in your
disclosure here that the discussion is the opinion of tax counsel and identify counsel.
Whenever there is significant doubt about the tax consequences of the transaction, it is
permissible for the tax opinion to use “should” rather than “will,” but counsel providing
the opinion must explain why it cannot give a “will” opinion and describe the degree of
uncertainty in the opinion.  Please also include appropriate risk factor disclosure. Please
refer to Sections III.B and C of Staff Legal Bulletin 19.

 FirstName LastNameStephen M. Kadenacy
 Comapany NameBRC Inc.
 December 7, 2021 Page 4
 FirstName LastName
Stephen M. Kadenacy
BRC Inc.
December 7, 2021
Page 4
Entertain, page 174
18.Please refer to the graph on page 175.  Please clarify whether any coffee companies, such
as those on page 177, exceed the amounts you disclose for yourself.  Also disclose
whether the graphs for other companies also include individuals associated with those
companies, in light of your disclosure in note 1.
Financial Statements, page F-1
19.Please provide updated interim financial statements in your filing for all entities and
address the matters noted in the Item 4.02 Form 8-K filed on November 22, 2021 as they
pertain to SilverBox Engaged Merger Corp I.
Balance Sheet as of March 2, 2021, page F-19
20.Please remove the balance sheet information as of March 2, 2021, as it is not required.
 We note the information is not covered by an audit opinion, nor labeled "unaudited" and
may also contain an error in the classification of temporary and permanent equity.
SilverBox Engaged Merger Corp I
Note 9 - Subsequent Events, page F-62
21.Please include the specific date the company evaluated subsequent events and transaction
that occurred after the balance sheet date up to the date that the financial statements were
issued.
            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.
            You may contact Kevin Stertzel at (202) 551-3723 or John Cash at (202) 551-3768 if you
have questions regarding comments on the financial statements and related matters.  Please
contact Sergio Chinos at (202) 551-7844 or Geoffrey Kruczek at (202) 551-3641 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

 FirstName LastNameStephen M. Kadenacy
 Comapany NameBRC Inc.
 December 7, 2021 Page 5
 FirstName LastName
Stephen M. Kadenacy
BRC Inc.
December 7, 2021
Page 5
cc:       Jonathan Ko