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 March 23, 2026

Raphael Duvivier
Chief Financial Officer
Krispy Kreme, Inc.
2116 Hawkins Street, Suite 101
Charlotte, North Carolina 28203

 Re: Krispy Kreme, Inc.
 Form 10-K for Fiscal Year Ended December 29, 2024
 Form 10-K for Fiscal Year Ended December 28, 2025
 File No. 001-40573
Dear Raphael Duvivier:

 We have completed our review of your filings. We remind you that the
company and its
management are responsible for the accuracy and adequacy of their disclosures,
notwithstanding
any review, comments, action or absence of action by the staff.

 Sincerely,

 Division of
Corporation Finance
 Office of Trade &
Services
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 Document February 18, 2026 VIA EDGAR Division of Corporation Finance Office of Trade & Services U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Attn:     Suying Li Re:      Krispy Kreme, Inc. Form 10-K for Fiscal Year Ended December 29, 2024 File No. 001-40573 On behalf of Krispy Kreme, Inc. (the “Company”), I am providing the responses below to the comments conveyed in the letter dated December 11, 2025 from the staff of the Division of Corporation Finance (the “Staff”). The text of the Staff’s comments are set forth below in bold, followed by the Company’s responses. Form 10-K for Fiscal Year Ended December 29, 2024 Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations Non-GAAP Measures, page 40 1. Please expand your footnote (2) on page 42 to quantify the components included in the adjustment for strategic initiatives for all periods presented. In response to the Staff’s comment, the Company intends to include disclosure in its future applicable filings that quantify the components included in the adjustment for strategic initiatives to the extent material to the adjustment. The following disclosure is included for illustrative purposes for fiscal years ended December 29, 2024 and December 31, 2023, which are the comparative periods to be presented in the Company’s next Annual Report on Form 10-K (with additions marked in bold underline): Fiscal 2024 consists primarily of costs associated with the divestiture of the Insomnia Cookies business of $8.2 million , preparing for the McDonald’s U.S. expansion of $7.3 million , and global transformation of $4 million . Fiscal 2023 consists primarily of costs associated with global transformation of $5.9 million and U.S. initiatives such as the decision to exit the Branded Sweet Treats business, including property, plant and equipment impairments, inventory write-offs, employee severance, and other related costs of $17.8 million . 2. Please quantify the components included in your tax specific adjustments and tell us your purpose for including these adjustments in your non-GAAP measure presentation. Please explain why these adjustments do not substitute individually tailored recognition and measurement methods for those of GAAP. Refer to Question 100.04 of the Non-GAAP Financial Measures Compliance and Disclosure Interpretations. The Company acknowledges the Staff’s comment and set forth below is a discussion of the Company’s purpose for including the tax specific adjustments in our non-GAAP measure presentation. In the future, the Company will quantify the significant components of tax specific adjustments that have multiple components to the extent material to the adjustment, as illustrated at the end of this response for fiscal years ended December 29, 2024 (“fiscal 2024”) and December 31, 2023 (“fiscal 2023”) (with additions marked in bold underline), which are the comparative periods to be presented in the Company’s next Annual Report on Form 10-K. Our tax specific adjustments for fiscal 2024 and fiscal 2023 include the following components: recognition of previously unrecognized tax benefits unrelated to ongoing operations, discrete tax benefits and/or deferred tax liabilities that are unrelated to ongoing operations, the release of valuation allowances associated with the divestiture of Insomnia Cookies, and the effect of various tax law changes on existing temporary differences which were not paid in cash and were adjusted during a given period due to the one-off nature of such tax law changes. The Company excludes these components because they are not reflective of the Company’s underlying business performance and the ordinary course of the Company’s operations. The Company believes that adjusting for these items provides users of our financial statements with a more reasonable indication of ongoing and normal income tax expense and enhances the comparability of the Company’s financial results across periods. Therefore, and given the nature to which these items relate, the Company believes that these items do not result in a non-GAAP financial measure that is misleading and do not substitute individually tailored recognition and measurement methods. The following disclosure is included for illustrative purposes for fiscal years ended December 29, 2024 and December 31, 2023, which are the comparative periods to be presented in the Company’s next Annual Report on Form 10-K: Fiscal 2024 consists of the recognition of previously unrecognized tax benefits unrelated to ongoing operations of $0.3 million , a discrete tax benefit unrelated to ongoing operations of $0.5 million , the release of valuation allowances associated with the divestiture of Insomnia Cookies of $2.9 million , and the effect of various tax law changes on existing temporary differences of $0.3 million . Fiscal 2023 consists of the recognition of a previously unrecognized tax benefit unrelated to ongoing operations of $2.3 million , the effect of tax law changes on existing temporary differences of $0.1 million , and a discrete tax benefit unrelated to ongoing operations of $1.0 million . Results of Operations by Segment - Fiscal Year ended December 29, 2024 compared to the Fiscal Year ended December 31, 2023, page 48 3. Segment Adjusted EBIT (rather than segment Adjusted EBITDA) appears to be your primary measure of segment profitability under ASC 280. Please discuss with quantification the business reasons for changes between periods in each segment's Adjusted EBIT shown in Note 19 of your financial statements. Also discuss with quantification the business reasons for changes between periods in Total Corporate Expenses within Adjusted EBIT. In response to the Staff’s comment, the Company intends to include disclosure in its future applicable filings to include both the quantification and business reasons of the material changes in each Segment’s Adjusted EBIT for the periods presented in addition to the discussion of the material changes in each segment’s Adjusted EBITDA for such periods that is currently presented. The Company will also include quantification and the business reasons for material changes in periods in Total Corporate Expenses within Adjusted EBIT and Adjusted EBITDA. 4. Your segment adjusted EBITDA amounts appear to be non-GAAP measures. Please revise to provide the disclosures required in Item 10(e) of Regulation S-K for each segment non-GAAP measure. In response to the Staff’s comment, the Company intends to include in its future applicable filings the disclosures required by Item 10(e) of Regulation S-K for each segment’s Adjusted EBITDA, including a reconciliation provided to Adjusted EBIT which is the measure presented in conformity with Accounting Standards Codification 280 required to be disclosed in accordance with GAAP. Consolidated Financial Statements Note 19 - Segment Reporting, page 104 5. Please describe the adjustments applied on your significant segment expenses for each reportable segment. Please disclose in greater detail with quantification the specific types of material amounts included in Total Corporate Expenses within Adjusted EBIT under your corporate reconciling line item. Refer to ASC 280-10-50-29(b) and 50-31. In response to the Staff’s comment, the Company intends to include in its future applicable filings a description of the types of adjustments applied to our significant segment expenses for each reportable segment. Additionally, the Company will disclose in greater detail with quantification the specific types of material amounts included in Total Corporate Expenses within Adjusted EBIT in an appropriate manner taking into consideration the nature and quantity of such amounts. Please contact me at rduvivier@krispykreme.com if you have any questions or additional comments. Sincerely, /s/ Raphael Duvivier Raphael Duvivier Chief Financial Officer Krispy Kreme, Inc. cc: Brian V. Breheny, Skadden, Arps, Slate, Meagher & Flom LLP

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 Document S KADDEN , A RPS , S LATE , M EAGHER & F LOM LLP DIRECT DIAL 202-371-7180 DIRECT FAX 202-661-9010 EMAIL ADDRESS BRIAN.BREHENY@SKADDEN.COM February 5, 2026 VIA EDGAR 1440 NEW YORK AVENUE, N.W. WASHINGTON, D.C. 20005-211 TEL: (202) 371-7000 FAX: (202) 393-5760 www.skadden.com FIRM/AFFILIATE OFFICES ----------- BOSTON CHICAGO HOUSTON LOS ANGELES NEW YORK PALO ALTO WILMINGTON ----------- ABU DHABI BEIJING BRUSSELS FRANKFURT HONG KONG LONDON MUNICH PARIS SÃO PAULO SEOUL SINGAPORE TOKYO TORONTO United States Securities and Exchange Commission Division of Corporation Finance Office of Trade & Services 100 F Street, N.E. Washington, D.C. 20549 Attention: Suying Li Re:      Krispy Kreme, Inc. Form 10-K for Fiscal Year Ended December 29, 2024 File No. 001 - 40573 Dear Ms. Li: On behalf of Krispy Kreme, Inc. (the “Company”), we acknowledge receipt of the comment letter of the staff of the Division of Corporation Finance (the “Staff”) of the U.S. Securities and Exchange Commission, dated December 11, 2025, regarding the Company’s annual report on Form 10-K for the fiscal year ended December 29, 2024. The comment letter requested that the Company respond within ten business days or advise the Staff when the Company will respond. As we discussed with the Staff on February 4, 2026, we hereby request an additional extension to respond by no later than February 18, 2026. Thank you for your consideration of our request for an extension. If you have any questions, please do not hesitate to call me at (202) 371-7180. Sincerely, /s/ Brian V. Breheny Brian V. Breheny cc:    Raphael Duvivier, Chief Financial Officer, Krispy Kreme, Inc.

December 11, 2025
Raphael Duvivier
Chief Financial Officer
Krispy Kreme, Inc.
2116 Hawkins Street, Suite 101
Charlotte, North Carolina 28203
Re:Krispy Kreme, Inc.
Form 10-K for Fiscal Year Ended December 29, 2024
File No. 001-40573
Dear Raphael Duvivier:
            We have reviewed your filing and have the following comment(s).
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments.
Form 10-K for Fiscal Year Ended December 29, 2024
Item 7. Management's Discussion and Analysis of Financial Condition and Results of
Operations
Non-GAAP Measures, page 40
1.Please expand your footnote (2) on page 42 to quantify the components included in
the adjustment for strategic initiatives for all periods presented.
2.Please quantify the components included in your tax specific adjustments and tell us
your purpose for including these adjustments in your non-GAAP measure
presentation. Please explain why these adjustments do not substitute individually
tailored recognition and measurement methods for those of GAAP. Refer to Question
100.04 of the Non-GAAP Financial Measures Compliance and Disclosure
Interpretations.
Results of Operations by Segment - Fiscal Year ended December 29, 2024 compared to the
Fiscal Year ended December 31, 2023, page 48
Segment Adjusted EBIT (rather than segment Adjusted EBITDA) appears to be your
primary measure of segment profitability under ASC 280. Please discuss with 3.

December 11, 2025
Page 2
quantification the business reasons for changes between periods in each segment's
Adjusted EBIT shown in Note 19 of your financial statements. Also discuss with
quantification the business reasons for changes between periods in Total Corporate
Expenses within Adjusted EBIT.
4.Your segment adjusted EBITDA amounts appear to be non-GAAP measures. Please
revise to provide the disclosures required in Item 10(e) of Regulation S-K for each
segment non-GAAP measure.
Consolidated Financial Statements
Note 19 - Segment Reporting, page 104
5.Please describe the adjustments applied on your significant segment expenses for each
reportable segment. Please disclose in greater detail with quantification the specific
types of material amounts included in Total Corporate Expenses within Adjusted
EBIT under your corporate reconciling line item. Refer to ASC 280-10-50-29(b) and
50-31.
            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 Suying Li at 202-551-3335 or Rufus Decker at 202-551-3769 if you
have any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

December 18, 2024
Jeremiah Ashukian
Chief Financial Officer
Krispy Kreme, Inc.
2116 Hawkins Street
Charlotte, NC 28203
Re:Krispy Kreme, Inc.
Form 10-K for Fiscal Year Ended December 31, 2023
File No. 001-40573
Dear Jeremiah Ashukian:
            We have completed our review of your filings. We remind you that the company and
its management are responsible for the accuracy and adequacy of their disclosures,
notwithstanding any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

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Document

November 15, 2024

VIA EDGAR

Division of Corporation Finance

Office of Trade & Services

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, DC 20549

Attention: Keira Nakada

   Angela Lumley

RE:     Krispy Kreme, Inc.

    Form 10-K for Fiscal Year Ended December 31, 2023

    File No. 001-40573

On behalf of Krispy Kreme, Inc. (the “Company”), I am providing the responses below to the comments conveyed in your letter dated October 18, 2024. The text of your comments is set forth below in bold, followed by the Company’s responses.

Form 10-K for Fiscal Year Ended December 31, 2023

Notes to Consolidated Financial Statements

Note 7 – Vendor Finance Programs

Supply Chain Financing Programs, page 74

1.We have reviewed your response to prior comment 2. Please address the following to clarify the difference between the contracts under the SCF program and the contracts outside of the SCF program:

•You state in your response that your purchase contracts are negotiated to minimize purchase prices and to obtain commercially reasonable payment terms that are in line with industry peers. Tell us whether the prices and payment terms of the vendors participating in the SCF program are in line with your other vendors that do not participate in the SCF program;

Pricing and payment terms are among the key provisions negotiated in our purchase contracts. As disclosed in our last Form 10-K, there are observable differences in the range of our payment terms. Specifically, we have historically prioritized negotiating longer payment terms (i.e., greater than 180 days) with some of our key vendors, and these vendors have also elected to participate in the SCF programs. However, it is important to note that a vendor’s participation in the SCF programs is not required, and a vendor’s decision to participate (or not) does not impact the pricing in the purchase contract. While we acknowledge that negotiating longer payment terms could correlate to higher prices being charged by a vendor, prices are not conditioned upon a vendor’s participation in the SCF programs.

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•You state in your response that the payment terms of the purchase contracts are not contractually conditioned upon a vendor’s participation in a SCF program. However, on page 74 of your Form 10-K for the fiscal year ended December 31, 2023, you state that the “typical payment terms for trade payables range up to 180 days outside of the SCF program, depending on the type of vendors and the nature of the supplies or services. For vendors under the SCF program, the Company has established payable terms ranging up to, but not exceeding, 360 days.” Please resolve this discrepancy;

See the response above. Additionally, we plan to revise this description in our next Form 10-K to clarify the following points: (1) We have historically prioritized negotiating longer payment terms with some of our key vendors, (2) these vendors were offered the opportunity to participate in the SCF programs, and (3) payment terms and pricing negotiations were independent of, and not conditioned upon, a vendor’s participation in the SCF programs.

•You state in your response that there are no costs, interest, or fees charged to you by the SCF provider. Clarify whether any fee is charged by your vendors, which may be charged in the form of a higher price than they would charge outside of the SCF provider. In this regard, during the earnings call for the quarterly periods ended March 31, 2023 and June 30, 2023, Mr. Jeremiah Ashukian stated that you were reducing your reliance on vendor financing as it became “a more expensive way to provide financing.” In addition, he stated that the expense from vendor financing hits adjusted EBITDA. Describe the expenses to which Mr. Jeremiah Ashukian was referring; and

My remarks during these earnings calls were made in the following context: Historically, the Company has prioritized negotiating longer payment terms and conceded less preferable pricing with some of its key vendors. As part of our continual evaluation of our purchase contracts, we have noted that (1) increased pricing has more than offset savings realized on the Company's financing costs, and (2) while interest costs on borrowings are excluded from Operating Income and Adjusted EBITDA, the increased costs paid to these vendors are included in both metrics. As a result, we have concluded that it is preferable to focus on obtaining beneficial prices, potentially at the cost of shorter payment terms. The use of shorter payment terms will likely eliminate the need for our vendors to participate in the SCF programs.

•You state in your response that some vendors no longer participate in the SCF programs. Tell us whether the terms of your purchase contracts, including prices and payment terms, have remained the same with these vendors before and after their SCF program termination.

We regularly negotiate the terms of purchase contracts with our vendors, and the contractual terms rarely remain the same when contracts are renewed. As we have shifted our focus to obtaining beneficial prices and accepting shorter payment terms, vendors’ interest in participating in the SCF programs has diminished. In some cases, the negotiation of purchase contracts has resulted in the Company selecting new vendors, so the previous vendor’s participation in the SCF programs would come to an end.

The liabilities outstanding under the SCF programs have declined to less than $9 million at the end of the third quarter of 2024. We expect these liabilities to continue to decline as we continue to negotiate purchase contracts with shorter payment terms that diminish vendors’ desire to participate in the SCF programs.

Please contact me at jashukian@krispykreme.com if you have any questions or additional comments.

Sincerely,

/s/ Jeremiah Ashukian

Jeremiah Ashukian

Chief Financial Officer

Krispy Kreme, Inc.

Page 2

October 18, 2024
Jeremiah Ashukian
Chief Financial Officer
Krispy Kreme, Inc.
2116 Hawkins Street
Charlotte, NC 28203
Re:Krispy Kreme, Inc.
Form 10-K for Fiscal Year Ended December 31, 2023
Response Dated October 10, 2024
File No. 001-40573
Dear Jeremiah Ashukian:
            We have reviewed your October 10, 2024 response to our comment letter and have
the following comment(s).
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments.
Unless we note otherwise, any references to prior comments are to comments in our
September 30, 2024 letter.
Form 10-K for Fiscal Year Ended December 31, 2023
Notes to Consolidated Financial Statements
Note 7 - Vendor Finance Programs
Supply Chain Financing Programs, page 74
We have reviewed your response to prior comment 2. Please address the following
to clarify the difference between the contracts under the SCF program and the
contracts outside of the SCF program:
•You state in your response that your purchase contracts are negotiated to
minimize purchase prices and to obtain commercially reasonable payment terms
that are in line with industry peers. Tell us whether the prices and payment terms
of the vendors participating in the SCF program are in line with your other
vendors that do not participate in the SCF program;
 1.

October 18, 2024
Page 2
•You state in your response that the payment terms of the purchase contracts are
not contractually conditioned upon a vendor’s participation in a SCF program.
However, on page 74 of your Form 10-K for the fiscal year ended December 31,
2023, you state that the “typical payment terms for trade payables range up to 180
days outside of the SCF program, depending on the type of vendors and the nature
of the supplies or services. For vendors under the SCF program, the Company has
established payable terms ranging up to, but not exceeding, 360 days.” Please
resolve this discrepancy;
•You state in your response that there are no costs, interest, or fees charged to you
by the SCF provider. Clarify whether any fee is charged by your vendors, which
may be charged in the form of a higher price than they would charge outside of
the SCF provider. In this regard, during the earnings call for the quarterly periods
ended March 31, 2023 and June 30, 2023, Mr. Jeremiah Ashukian stated that you
were reducing your reliance on vendor financing as it became “a more expensive
way to provide financing.” In addition, he stated that the expense from vendor
financing hits adjusted EBITDA. Describe the expenses to which Mr. Jeremiah
Ashukian was referring; and
•You state in your response that some vendors no longer participate in the SCF
programs. Tell us whether the terms of your purchase contracts, including prices
and payment terms, have remained the same with these vendors before and after
their SCF program termination.
            Please contact Keira Nakada at 202-551-3659 or Angela Lumley at 202-551-3398 if
you have any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

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October 10, 2024

VIA EDGAR

Division of Corporation Finance

Office of Trade & Services

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, DC 20549

Attention: Keira Nakada

   Angela Lumley

RE:     Krispy Kreme, Inc.

    Form 10-K for Fiscal Year Ended December 31, 2023

    Form 10-Q for Quarterly Period Ended June 30, 2024

    File No. 001-40573

On behalf of Krispy Kreme, Inc. (the “Company”), I am providing the responses below to the comments conveyed in your letter dated September 30, 2024. The text of your comments is set forth below in bold, followed by the Company’s responses.

Form 10-K for Fiscal Year Ended December 31, 2023

Management’s Discussion and Analysis of Financial Condition and Results of Operations – Results of Operations, page 41

1.Please revise to separately quantify each material factor that contributed to the fluctuations in your results of operations. Refer to Item 303(b) of Regulation S-K.

We propose to revise “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Results of Operations” in our future filings, with any necessary and appropriate updates, to provide disclosures similar to the following. For ease of reference, the proposed changes are marked as strike-through for deletions and as underlined for additions. Paragraphs that would not be impacted by our response to your comments have been omitted.

Total net revenue growth of $156.2 million, or approximately 10.2%, and organic revenue growth of $181.7 million, or approximately 12.2%, was driven by the continued and successful execution of our omni-channel growth strategy globally, high impact brand activations, and product premiumization efforts. We have continued to increase availability through new 2,310 additional Global Points of Access, including 2,068 new capital-light DFD Doors, and via Ecommerce and delivery during fiscal 2023. Additionally, we have continued to take pricing actions to offset cost inflation throughout fiscal 2023, with average pricing increasing approximately 15%, partially offset by volume declines from fiscal 2022 to fiscal 2023.

U.S. segment revenue grew $94.7 million, or approximately 9.4% from fiscal 2022 to fiscal 2023, and was impacted by $24.6 million from our decision to exit the Branded Sweet Treats business in the first quarter of fiscal 2023 as well as $11.4 million from shop optimization program closures near the end of fiscal 2022. Organic revenue grew $123.0 million, or approximately 12.6%, from fiscal 2022 to fiscal 2023, driven by an additional 1,116, or 17.8%, Points of Access compared to fiscal 2022, including an increase of 1,079 DFD Doors and DFD APD growth of 10.8%, higher

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growth in Ecommerce and delivery revenues of $37.4 million, and growth from Insomnia Cookies, and growth in DFD APD as we continue to expand the types of premium products available to consumers such as specialty doughnuts. Our organic growth has been supplemented by effective pricing increases with average pricing increasing approximately 16% from fiscal 2022 to fiscal 2023, leading to an increase in the average transaction size, but offset some by transaction softness.

Our International segment net revenue grew $35.9 million, or approximately 9.8%, from fiscal 2022 to fiscal 2023, aided by foreign currency translation impacts of $10.4 million from a strengthening British pound and Mexican peso. International organic revenue grew $25.5 million or approximately 7.0%, from fiscal 2022 to fiscal 2023, driven by increased pricing of approximately 12% and Points of Access growth of 686, or 19.8%, compared to fiscal 2022 with DFD Doors increasing by 661. International organic revenue growth was offset some by softer transaction volume compared to last year as a result of the inflationary impact on consumers as well as regulatory initiatives in the U.K. which impacted placement and promotion of our products within grocery stores.

Our Market Development segment net revenue grew $25.6 million, or approximately 16.7%, from fiscal 2022 to fiscal 2023, in spite of the impacts of franchise acquisitions of $2.2 million and impacts from certain foreign currencies devaluing against the U.S. dollar by $5.3 million. When adjusted for the impacts of acquisitions and foreign currency, Market Development organic revenue grew $33.2 million, or approximately 21.6%, from fiscal 2022 to fiscal 2023, driven by strong performance in our international franchise markets, Canada, and Japan, aided by Hub and Spoke model expansion.

Product and distribution costs (exclusive of depreciation and amortization): Product and distribution costs increased $37.0 million, or 9.1%, from fiscal 2022 to fiscal 2023, largely in line with and attributable to the same factors as our revenue growth. Product and distribution costs as a percentage of revenue decreased by approximately 30 basis points from 26.6% in fiscal 2022 to 26.3% in fiscal 2023. This decrease was primarily driven by the exit of the lower-margin Branded Sweet Treats business earlier in fiscal 2023, which resulted in product and distribution costs decreasing approximately $16.6 million compared to fiscal 2022. We also saw benefits from pricing actions taken throughout the year to offset materials cost inflation. We expect to continue to see impacts from materials cost inflation in fiscal 2024 — refer to “Quantitative and Qualitative Disclosures About Market Risk” included in Item 7A of Part II of this Annual Report on Form 10-K for further information on our strategies to effectively manage inflationary cost increases.

Operating expenses: Operating expenses increased $72.3 million, or 10.3%, from fiscal 2022 to fiscal 2023, driven mainly by labor cost inflation of approximately 7% and investments to support growth, with shop and delivery labor expenses increasing $44.4 million. Operating expenses as a percentage of revenue increased approximately 10 basis points, from 46.0% in fiscal 2022 to 46.1% in fiscal 2023 primarily due to the impact of lower transaction volumes on operating leverage, particularly for the International segment. This has been partially offset by efficiency benefits from Hub and Spoke expansion and our focus on labor management and demand planning, which we continue to refine with new tools.

Selling, general and administrative expense: Selling, general and administrative (“SG&A”) expenses increased $43.7 million, or 19.6%, from fiscal 2022 to fiscal 2023. As a percentage of revenue, SG&A increased by approximately 120 basis points, from 14.6% in fiscal 2022 to 15.8% in fiscal 2023, primarily driven by increases in performance-based compensation accruals of $12.7 million, investment in global transformation initiatives of $5.9 million, and higher share-based compensation expenses of $6.0 million in fiscal 2023.

Other expenses, net: Other expenses, net of $10.4 million in fiscal 2023 were primarily driven by impairments and lease termination costs associated with the Branded Sweet Treats exit and the decision to exit certain other underperforming shops of $24.9 million, net of a gain from a sale-leaseback transaction of $9.6 million. Other expenses, net of $10.2 million in fiscal 2022 were primarily driven by impairment and lease termination costs of $18.3 million, net of gains

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from sale-leaseback transactions of $6.5 million. Refer to Note 9, Leases, to the audited Consolidated Financial Statements included in Item 8 of Part II of this Annual Report on Form 10-K for further information.

Interest expense, net: Interest expense, net increased $16.2 million, or 47.6%, from fiscal 2022 to fiscal 2023. The increase was primarily driven by increases in the benchmark interest rates associated with the unhedged portion of our variable rate long-term debt, as well as an increase in the unhedged principal amount of $99.8 million from the end of fiscal 2022 to the end of fiscal 2023compared to last year. The effective interest rates on our term loan were approximately 5.5% and 6.8% in fiscal 2022 and fiscal 2023, respectively. The interest rate swap arrangements associated with the hedged portion of our long-term debt are set to mature in June 2024; we are currently evaluating arrangements to extend the maturity of these contracts. The increase in interest expense also includes $0.5 million related to our debt refinancing discussed in Note 8, Long-Term Debt, to the audited Consolidated Financial Statements included in Item 8 of Part II of this Annual Report on Form 10-K.

U.S. segment Adjusted EBITDA increased $18.7 million, or 16.7%, with margin expansion of 80 basis points to 11.9% from fiscal 2022 to fiscal 2023, driven by margin expansion of 260 basis points for the Krispy Kreme U.S. business, partially offset by margin declines of 680 basis points for Insomnia Cookies due in part to higher product costs. The margin expansion of 260 basis points for Krispy Kreme U.S. was primarily driven by efficiencies from Hub and Spoke expansion as we added 1,116 Points of Access, labor optimization, waste mitigation, and improvements from the Krispy Kreme U.S. portfolio optimization of our Hubs without Spokes. We also effectively offset commodity inflation and labor pressures by implementing pricing increases. The U.S. Adjusted EBITDA margin expansion was partially offset by higher product costs at Insomnia Cookies.

Corporate expenses within Adjusted EBITDA increased $11.2 million, or 23.4% from fiscal 2022 to fiscal 2023. As a percentage of total net revenues, corporate expenses within Adjusted EBITDA increased by 40 basis points to 3.5% from fiscal 2022 to fiscal 2023, primarily due to strategic investments in global leadership, and global transformation initiatives of $6.4 million, and increases in performance-based compensation accruals of $5.2 million.

Notes to Consolidated Financial Statements, Note 7 – Vendor Finance Programs, Supply Chain Financing Programs, page 74

2.Article 5 of Regulation S-X requires separate and clear display of amounts payable for borrowings and amounts payable to trade creditors. Given the characteristics of your supply chain financing program and that a trade creditor is typically a supplier that has provided an entity with goods and services in advance of payment, tell us how you concluded these amounts should be classified as accounts payable versus a short-term borrowing. In your response, please address the following as they relate to your supply chain financing program:

•Describe the costs you incur under the supply chain financing program. In this regard, tell us whether a higher supply purchase price is negotiated with the vendors under the program, whether interests are paid to the financial institutions for your liabilities sold, or describe any other form of costs you incur under the program;

•Quantify the costs you incurred under the supply chain finance program during the periods presented;

•Tell us how you considered the longer payment term that is specifically tied to the program and if you incur additional costs under the program that you otherwise would not outside of the supply chain financing program;

•Tell us what recourse is available to the vendor and the financial institution if you do not pay the outstanding obligation;

•Tell us whether there is a restriction on how soon the vendors are able to sell your obligations to the financial institutions; and

•Tell us how you are reducing your liabilities under the supply chain financing program. In this regard, tell us whether you allow less vendors to participate in the program, or you are simply paying down your obligations to the vendors/financial institutions sooner.

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We recognize that determining whether a trade payable should be classified as a borrowing when it is part of a supply chain financing (“SCF”) program requires a thorough understanding of the terms and substance of the arrangement. Specifically, it is important to understand whether any changes to the terms of the trade payable arrangement, like a SCF program, indicate that the characteristics of the liability have changed in a way that the liability has become more of a “debt-like” obligation and no longer a trade payable. In establishing the SCF programs and determining the appropriate presentation, we consulted with outside counsel and accounting advisors, and considered the following factors:

•We enter into purchase contracts in the normal course of business with some of our largest vendors to secure a reliable source of goods and services.

•As part of our procurement process, we negotiate purchase contracts to minimize purchase prices and to obtain commercially reasonable payment terms that are in line with industry peers.

•In order to enable certain vendors to more quickly collect payments from receivables, the SCF provider offers a program in which the vendor can voluntarily participate to sell approved invoices at a discount that is separately negotiated between the vendor and the SCF provider. The discount borne by the vendor is a discount for early payment, which is a well-understood and common contract feature where the vendor may accept a larger discount the sooner the invoice payment is received.

•The payment terms of purchase contracts are not contractually conditioned upon a vendor’s participation in a SCF program. We do not enter into any tri-party arrangements with the vendor and any SCF provider, and we are not a party to any of the negotiations or contracts between the vendors and SCF provider.

•Our vendors are granted customary and commercially reasonable remedies and recourse in the event of nonpayment. Upon a sale of an approved invoice from a vendor to the SCF provider, the SCF provider’s right of recourse to the Company is the same as what the vendor had under the original invoice.

•There is no restriction on how soon a vendor is able to sell any approved invoice to a SCF provider.

•The economic substance and legal form of the underlying purchase and sale obligations set forth in the purchase contracts with vendors do not change as a result of an SCF provider purchasing invoices from a vendor, and we do not issue notes or guarantees to any vendor or applicable SCF provider.

•There are no costs, interest, or fees charged to us by the SCF provider, and we do not receive any incentives such as rebates or profit sharing under any SCF program.

•We retain all contractual rights to exercise warranty claims and can sue or, in some instances, seek liquidated damages for non-conforming goods or breaches of other contractual obligations by the vendor pursuant to the terms of the contract or associated purchase order, notwithstanding any assignment of the invoice by the vendor to an SCF provider.

We continue to strategically negotiate purchase contracts with certain vendors, which can involve those vendors no longer choosing to participate in the SCF programs. In some cases, we discontinue doing business with vendors that previously participated in the SCF programs. Accordingly, our liabilities outstanding under the SCF programs have decreased from $159 million at the end of 2022 to $51 million at the end of 2023 and continued to decrease during the first half of 2024.

Based on our consideration of all the factors discussed above, we concluded that the economic substance of the payment obligations in the SCF programs remains that of trade payables.

Form 10-Q for Quarterly Period Ended June 30, 2024

Notes to Consolidated Financial Statements, page 7

3.Please disclose the material terms of your Business Relationship Agreement with McDonald’s. Such disclosure may include your rights and obligations under the agreement, the estimated capital expenditure necessary to meet such obligations, the duration of the agreement, and the terms of cancellation.

Through our Business Relationship Agreement with McDonald’s, we anticipate a deployment of more t

September 30, 2024
Jeremiah Ashukian
Chief Financial Officer
Krispy Kreme, Inc.
2116 Hawkins Street
Charlotte, NC 28203
Re:Krispy Kreme, Inc.
Form 10-K for Fiscal Year Ended December 31, 2023
Form 10-Q for Quarterly Period Ended June 30, 2024
File No. 001-40573
Dear Jeremiah Ashukian:
            We have reviewed your filings and have the following comment(s).
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments.
Form 10-K for Fiscal Year Ended December 31, 2023
Management's Discussion and Analysis of Financial Condition and Results of Operations
Results of Operations, page 41
1.Please revise to separately quantify each material factor that contributed to the
fluctuations in your results of operations. Refer to Item 303(b) of Regulation S-K.

September 30, 2024
Page 2
Notes to Consolidated Financial Statements
Note 7 - Vendor Finance Programs
Supply Chain Financing Programs, page 74
2.Article 5 of Regulation S-X requires separate and clear display of amounts payable for
borrowings and amounts payable to trade creditors. Given the characteristics of your
supply chain financing program and that a trade creditor is typically a supplier that has
provided an entity with goods and services in advance of payment, tell us how you
concluded these amounts should be classified as accounts payable versus a short-term
borrowing. In your response, please address the following as they relate to your supply
chain financing program:
•Describe the costs you incur under the supply chain financing program. In this regard,
tell us whether a higher supply purchase price is negotiated with the vendors under
the program, whether interests are paid to the financial institutions for your liabilities
sold, or describe any other form of costs you incur under the program;
•Quantify the costs you incurred under the supply chain finance program during the
periods presented;
•Tell us how you considered the longer payment term that is specifically tied to the
program and if you incur additional costs under the program that you otherwise would
not outside of the supply chain financing program;
•Tell us what recourse is available to the vendor and the financial institution if you do
no pay the outstanding obligation;
•Tell us whether there is a restriction on how soon the vendors are able to sell your
obligations to the financial institutions; and
•Tell us how you are reducing your liabilities under the supply chain financing
program. In this regard, tell us whether you allow less vendors to participate in the
program, or you are simply paying down your obligations to the vendors/financial
institutions sooner.
Form 10-Q for Quarterly Period Ended June 30, 2024
Notes to Consolidated Financial Statements, page 7
3.Please disclose the material terms of your Business Relationship Agreement with
McDonald’s. Such disclosure may include your rights and obligations under the
agreement, the estimated capital expenditure necessary to meet such obligations, the
duration of the agreement, and the terms of cancellation.

September 30, 2024
Page 3
            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 Keira Nakada at 202-551-3659 or Angela Lumley at 202-551-3398, if you
have any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

CORRESP
1
filename1.htm

CORRESP

 J.P. Morgan Securities LLC

383 Madison Avenue

 New York, New York 10179

Morgan Stanley & Co. LLC

 1585 Broadway

New York, New York 10036

 June 28, 2021

VIA EDGAR

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, N.E.

Washington, D.C. 20549-3561

Attn:
 Stephen Kim

Adam Phippen

 Charlie Guidry

Lilyanna Peyser

 Katherine Bagley

 Re:    Krispy Kreme, Inc.

Registration Statement on Form S-1 (File No. 333-256664)

Request for Acceleration of Effective Date

Ladies and Gentlemen:

 In accordance with Rule
461 under the Securities Act of 1933, as amended (the “Act”), we, as representatives of the several underwriters, hereby join in the request of Krispy Kreme, Inc. (the “Company”) for acceleration of the effective
date of the above-named Registration Statement so that it becomes effective at 4:30 PM (Eastern Time), on Wednesday, June 30, 2021, or as soon thereafter as practicable, or at such other time as the Company or its outside counsel, Skadden, Arps,
Slate, Meagher & Flom LLP, may request by telephone that such Registration Statement be declared effective.

 Pursuant to Rule 460
under the Act, we, as representatives of the several underwriters, wish to advise you that we have carried out the following distribution of the Company’s preliminary prospectus dated June 22, 2021:

(i)
 Dates of distribution: June 22, 2021 through the date hereof

(ii)
 Number of prospective underwriters to which the preliminary prospectus was furnished: 19

(iii)
 Number of preliminary prospectuses furnished to investors: approximately 2,224

(iv)
 Number of preliminary prospectuses distributed to others, including the Company, the Company’s counsel,
independent accountants and underwriters’ counsel: approximately 55

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

 Very truly yours,

 Acting severally on behalf of themselves and the

several underwriters

J.P. MORGAN SECURITIES LLC

By:

/s/ Jaclyn Berkley

Name: Jaclyn Berkley

Title: Executive Director

MORGAN STANLEY & CO. LLC

By:

/s/ Josh Kamboj

Name: Josh Kamboj

Title: Vice President

 [Signature Page to Underwriters’ Acceleration Request]

CORRESP
1
filename1.htm

CORRESP

 Krispy Kreme, Inc.

2116 Hawkins Street

Charlotte, North Carolina 28203

June 28, 2021

 VIA EDGAR

 U.S. Securities and Exchange Commission

 Division of
Corporation Finance

 100 F Street, N.E.

 Washington, D.C.
20549-3561

Attn:
 Stephen Kim

Adam Phippen

 Charlie Guidry

Lilyanna Peyser

 Katherine Bagley

 Re:    Krispy Kreme, Inc.

Registration Statement on Form S-1 (File No. 333- 256664)

Request for Acceleration of Effective Date

Ladies and Gentlemen:

 We refer to the
registration statement on Form S-1 (File No. 333-256664) (as amended, the “Registration Statement”), of Krispy Kreme, Inc. (the
“Company”), relating to the registration of the Company’s common stock, $0.01 par value per share.

 In accordance
with Rules 460 and 461 under the Securities Act of 1933, as amended, the Company hereby respectfully requests that the effectiveness of the Registration Statement be accelerated so that it may become effective at 4:30 P.M. (Eastern time)
on Wednesday, June 30, 2021, or at such later time as the Company or its counsel may orally request via telephone call to the staff of the Division of Corporation Finance of the Securities and Exchange Commission.

Please call Michael J. Zeidel of Skadden, Arps, Slate, Meagher & Flom LLP at (212) 735-3259
to confirm the effectiveness of the Registration Statement.

 Very truly yours,

 Krispy Kreme, Inc.

 By:

 /s/ Michael Tattersfield

 Name:

 Michael Tattersfield

 Title:

 Chief Executive Officer

(Principal Executive Officer)

 [Signature Page to Company Acceleration Request]

CORRESP
1
filename1.htm

CORRESP

 SKADDEN, ARPS, SLATE, MEAGHER &
FLOM LLP

 ONE MANHATTAN WEST

NEW YORK, NY 10001

TEL: (212) 735-3000

FAX: (212) 735-2000

www.skadden.com

June 25, 2021

 FIRM/AFFILIATE
OFFICES

BOSTON

 CHICAGO

HOUSTON

 LOS ANGELES

PALO ALTO

 WASHINGTON, D.C.

WILMINGTON

BEIJING

 BRUSSELS

FRANKFURT

 HONG KONG

LONDON

 MOSCOW

MUNICH

 PARIS

SÃO PAULO

 SEOUL

SHANGHAI

 SINGAPORE

TOKYO

 TORONTO

 BY EDGAR

Division of Corporation Finance

 Office of
Trade & Services

 Securities and Exchange Commission

100 F St., N.E. Washington, D.C. 20549

 Attn:  Stephen Kim

 Adam Phippen

 Charlie Guidry

 Lilyanna Peyser

 Katherine
Bagley

Re:
 Krispy Kreme, Inc.

 Amendment No. 1 to Registration Statement on Form S-1 (File No: 333-256664)

 Filed June 22, 2021

 CIK No. 0001857154

On behalf of our client, Krispy Kreme, Inc., a Delaware corporation (the “Company”), we submit herewith a revised copy of the
above-referenced Registration Statement (the “Revised Registration Statement”) via the Securities and Exchange Commission’s (the “Commission”) EDGAR system. In this letter, we respond to the comments of the staff (the
“Staff”) of the Division of Corporation Finance of the Commission contained in the Staff’s letter dated June 24, 2021 (the “Comment Letter”).

The Revised Registration Statement also includes other changes that are intended to update, clarify and render more complete the information
contained therein.

 Set forth below are the Company’s responses to the comments in the Comment Letter. For the convenience of the
Staff, the Company has restated in this letter each of the comments in the Comment Letter and numbered each of the responses to correspond to the numbers of the comments. Capitalized terms used but not defined herein have the meanings given to them
in the Revised Registration Statement. All references to page numbers

 Securities and Exchange Commission

June 25, 2021

  Page
 2

and captions (other than those in the Staff’s comments) correspond to the page numbers and captions in the Revised Registration Statement.

Cover Page

1.
 We note your disclosure that “JAB and Olivier Goudet, Chairman of the Company, have indicated an
interest in purchasing between $50 million and $100 million, and $5 million, respectively, in shares of common stock in this offering at a price equal to the price paid by the public, less the underwriting discount.” In
appropriate places in your filing, please disclose the percentage of your common shares that would be held by JAB after the consummation of your offering if it purchases the shares subject to the indication of interest.

Response

 In response to the Staff’s comment, the
Company has revised its disclosure on the cover page and pages 21, 49, 50 and 170 of the Revised Registration Statement.

 Prospectus Summary, page 1

2.
 Please amend your disclosure to clearly and prominently define “the Distribution,” considering
your numerous references to the Distribution on your cover page and throughout your prospectus summary. As a related matter, we note your disclosure that “JAB has advised the Company that, immediately following the consummation of this offering
and the application of proceeds therefrom, it intends to distribute approximately 124.8 million shares of the Company’s common stock, representing approximately 77.0% of the Company’s outstanding common stock, to its approximately 100
minority partners” (emphasis added). Please clarify whether JAB’s distribution of these shares is a binding commitment, and if not, please clearly disclose the same. If applicable, please also prominently disclose JAB’s percentage
ownership of your shares after the offering if JAB does not effect the Distribution, and amend your disclosure to include any risks related to your possible status as a controlled company.

Response

 In response to the Staff’s comment, the
Company has revised its disclosure on the cover page and pages 21, 49 and 170 of the Revised Registration Statement.

 Reorganization, page 57

3.
 We note your disclosure that “[f]ollowing the date of the registration statement of which this
prospectus forms a part, but prior to the completion of this offering, we will effect a 1,745 -for-1 split of each outstanding share of our common stock.” Please
amend your disclosure to clarify when you expect the split to take place in relation to effectiveness of the registration statement.

 Securities and Exchange Commission

June 25, 2021

  Page
 3

 Response

The Company acknowledges the Staff’s comment and respectfully advises the Staff that the
1,745-for-one forward stock split of its outstanding shares of common stock will occur after the effectiveness of the Revised Registration Statement and immediately
prior to closing of the Company’s initial public offering. In response to the Staff’s comment, the Company has revised its disclosure on page 57 of the Revised Registration Statement.

4.
 As a related matter, please tell us how you considered the guidance in SAB Topic 4:C regarding the planned
stock split and determined that the current financial statement presentation is appropriate.

 Response

The Company acknowledges the Staff’s comment and respectfully advises the Staff that the
1,745-for-one forward stock split of its outstanding shares of common stock will occur after the effectiveness of the Revised Registration Statement and immediately
prior to closing of the Company’s initial public offering. As a result, SAB Topic 4C’s requirement to retroactively effect in the balance sheet changes in capital structure is not applicable to the historical consolidated financial
statements of Krispy Kreme, Inc.

 Transactions to be Entered into in Connection with this Offering

Investors’ Rights Agreement, page 154

5.
 We note your response to comment 3, and your amended disclosure on page 154. Please briefly describe the
“certain information rights between JAB and the company” that are governed by the Investors’ Rights Agreement. If applicable, and in an appropriate place in your filing, please include a discussion of potential restrictions on
transfer and liquidity issues related to any disparity in access to information among investors created by these information rights.

Response

 In response to the Staff’s comment, the
Company has revised its disclosure on the cover page and pages 45 and 154 of the Revised Registration Statement.

 Securities and Exchange Commission

June 25, 2021

  Page
 4

 Exhibits

6.
 We note the exclusive forum provision in section 7.07 of Exhibit 3.2. Please amend the disclosure in your
exhibit to state, as you do on page 55 of your filing, that the provision does not apply to Exchange Act claims, or tell us how you will inform future investors of the provision’s limited applicability.

Response

 In response to the Staff’s comment, the
Company has revised its exclusive forum provision in section 7.07 of Exhibit 3.2 of the Revised Registration Statement.

7.
 The legal opinion appears to cover a total of 26,666,667 shares of common stock, which number includes
4,000,000 shares of common stock subject to the over-allotment option.

 Response

In response to the Staff’s comment, we have revised our legal opinion in Exhibit 5.1 of the Revised Registration Statement.

Please direct any questions regarding the Company’s responses or Revised Registration Statement to me at (212) 735-3259 or michael.zeidel@skadden.com.

 Very truly yours,

/s/ Michael J. Zeidel, Esq.

cc:
 Mike Tattersfield, Chief Executive Office, Krispy Kreme, Inc.

Cathy Tang, Chief Legal Officer, Krispy Kreme, Inc.

Deanna L. Kirkpatrick, Davis Polk & Wardwell LLP

Marcel Fausten, Davis Polk & Wardwell LLP

United States securities and exchange commission logo
June 24, 2021
Michael Tattersfield
Chief Executive Officer
Krispy Kreme HoldCo, Inc.
2116 Hawkins Street
Charlotte, North Carolina 28203
Re:Krispy Kreme, Inc.
Amendment No. 1 to Registration Statement on Form S-1
Filed June 22, 2021
File No. 333-256664
Dear Mr. Tattersfield:
            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 June 16, 2021 letter.
Amendment No. 1 to Registration Statement on Form S-1, filed June 22, 2021
Cover Page
1.We note your disclosure that "JAB and Olivier Goudet, Chairman of the Company, have
indicated an interest in purchasing between $50 million and $100 million, and $5 million,
respectively, in shares of common stock in this offering at a price equal to the price paid
by the public, less the underwriting discount."  In appropriate places in your filing, please
disclose the percentage of your common shares that would be held by JAB after the
consummation of your offering if it purchases the shares subject to the indication of
interest.

 FirstName LastNameMichael Tattersfield
 Comapany NameKrispy Kreme HoldCo, Inc.
 June 24, 2021 Page 2
 FirstName LastName
Michael Tattersfield
Krispy Kreme HoldCo, Inc.
June 24, 2021
Page 2
Prospectus Summary, page 1
2.Please amend your disclosure to clearly and prominently define "the Distribution,"
considering your numerous references to the Distribution on your cover page and
throughout your prospectus summary.  As a related matter, we note your disclosure that
"JAB has advised the Company that, immediately following the consummation of this
offering and the application of proceeds therefrom, it intends to distribute approximately
124.8 million shares of the Company’s common stock, representing approximately 77.0%
of the Company’s outstanding common stock, to its approximately 100 minority partners"
(emphasis added).  Please clarify whether JAB's distribution of these shares is a binding
commitment, and if not, please clearly disclose the same.  If applicable, please also
prominently disclose JAB's percentage ownership of your shares after the offering if JAB
does not effect the Distribution, and amend your disclosure to include any risks related to
your possible status as a controlled company.
Reorganization, page 57
3.We note your disclosure that "[f]ollowing the date of the registration statement of which
this prospectus forms a part, but prior to the completion of this offering, we will effect a
1,745 -for-1 split of each outstanding share of our common stock."  Please amend your
disclosure to clarify when you expect the split to take place in relation to effectiveness of
the registration statement.
4.As a related matter, please tell us how you considered the guidance in SAB Topic 4:C
regarding the planned stock split and determined that the current financial
statement presentation is appropriate.
Transactions to be Entered into in Connection with this Offering
Investors' Rights Agreement, page 154
5.We note your response to comment 3, and your amended disclosure on page 154.  Please
briefly describe the "certain information rights between JAB and the company" that are
governed by the Investors' Rights Agreement.  If applicable, and in an appropriate place in
your filing, please include a discussion of potential restrictions on transfer and liquidity
issues related to any disparity in access to information among investors created by these
information rights.
Exhibits
6.We note the exclusive forum provision in section 7.07 of Exhibit 3.2.  Please amend the
disclosure in your exhibit to state, as you do on page 55 of your filing, that the provision
does not apply to Exchange Act claims, or tell us how you will inform future investors of
the provision's limited applicability.
7.The legal opinion appears to cover a total of 26,666,667 shares of common stock, which
number includes 4,000,000 shares of common stock subject to the over-allotment option.

 FirstName LastNameMichael Tattersfield
 Comapany NameKrispy Kreme HoldCo, Inc.
 June 24, 2021 Page 3
 FirstName LastName
Michael Tattersfield
Krispy Kreme HoldCo, Inc.
June 24, 2021
Page 3
However the registration statement covers a total of 30,666,667 shares of common stock.
Please revise the opinion accordingly.
            You may contact Stephen Kim at (202) 551-3291 or Adam Phippen at (202) 551-3336 if
you have questions regarding comments on the financial statements and related matters.  Please
contact Katherine Bagley at (202) 551-2545 or Lilyanna Peyser at (202) 551-3222 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Michael J. Zeidel

CORRESP
1
filename1.htm

CORRESP

 SKADDEN, ARPS, SLATE, MEAGHER &
FLOM LLP

 ONE MANHATTAN WEST

NEW YORK, NY 10001

TEL: (212) 735-3000

FAX: (212) 735-2000

www.skadden.com

June 22, 2021

 FIRM/AFFILIATE
OFFICES

BOSTON

 CHICAGO

HOUSTON

 LOS ANGELES

PALO ALTO

 WASHINGTON, D.C.

WILMINGTON

BEIJING

 BRUSSELS

FRANKFURT

 HONG KONG

LONDON

 MOSCOW

MUNICH

 PARIS

SÃO PAULO

 SEOUL

SHANGHAI

 SINGAPORE

TOKYO

 TORONTO

 BY EDGAR

 Division of
Corporation Finance

 Office of Trade & Services

Securities and Exchange Commission

 100 F St., N.E.

Washington, D.C. 20549

 Attn: Stephen Kim

Adam Phippen

 Charlie Guidry

Lilyanna Peyser

Re:
 Krispy Kreme, Inc.

 Registration Statement on Form S-1 (File No: 333-256664)

 Filed June 1, 2021

 CIK No. 0001857154

On behalf of our client, Krispy Kreme, Inc., a Delaware corporation (the “Company”), we submit herewith a revised copy of the
above-referenced Registration Statement (the “Revised Registration Statement”) via the Securities and Exchange Commission’s (the “Commission”) EDGAR system. In this letter, we respond to the comments of the staff (the
“Staff”) of the Division of Corporation Finance of the Commission contained in the Staff’s letter dated June 16, 2021 (the “Comment Letter”).

The Revised Registration Statement also includes other changes that are intended to update, clarify and render more complete the information
contained therein.

 Set forth below are the Company’s responses to the comments in the Comment Letter. For the convenience of the
Staff, the Company has restated in this letter each of the comments in the Comment Letter and numbered each of the responses to correspond to the numbers of the comments. Capitalized terms used but not defined herein have the meanings given to them
in the Revised Registration Statement. All references to page numbers and captions (other than those in the Staff’s comments) correspond to the page numbers and captions in the Revised Registration Statement.

 Securities and Exchange Commission

June 22, 2021

 Page 2

 Summary Historical Consolidated Financial Information

Other Financial Data, Key Performance Indicators and Non-GAAP Measures, page 24

1.
 We note your response and related revisions to comment 1. Given your historical experience as well as your
current growth strategy, it appears that pre-opening costs are normal, recurring costs of your operations. Please remove this adjustment from your non-GAAP financial
measures.

 Response

 In
response to the Staff’s comment, the Company has removed pre-opening costs from the calculation of Adjusted EBITDA and Adjusted Net Income. The Company respectfully informs the Staff that costs related to
the opening of the New York City flagship Hot Light Theater Shop have remained in the calculation of Adjusted EBITDA and Adjusted Net Income as the Company believes the nature and amount of the costs incurred related to the first ever flagship shop
opening are unique. The Company has revised its disclosure on pages 24, 27-28, 68, 81, 85, 88-91 and 102 of the Revised Registration Statement.

2.
 We note your response and related revisions to comment 2. Please explain, quantify and clarify further the
adjustments for uncertain tax positions, and acquisition and integration expenses. For example, it is unclear how the uncertain tax position from a related party transaction is not related to your business.

Response

 In response to the Staff’s comment, the
Company has removed the uncertain tax position of $12.0 million pertaining to the related party transaction in fiscal 2019 from the tax specific adjustments add-back to Adjusted Net Income. Additionally,
the Company has reclassed tax adjustments related to the permanent disallowance of acquisition and integration expenses from tax specific adjustments to the tax impact of adjustments. The Company has revised its disclosure on pages 24, 27-28, 68, 88-91 and 102 of the Revised Registration Statement.

 Certain Relationships and Related Party
Transactions, page 143

3.
 Please revise to describe the material terms of the Investors’ Rights Agreement.

 Response

 In response to the
Staff’s comment, the Company has revised its disclosure on page 154 of the Revised Registration Statement.

 Securities and Exchange Commission

June 22, 2021

 Page 3

 Please direct any questions regarding the Company’s responses or Revised Registration
Statement to me at (212) 735-2439 or laura.kaufmann@skadden.com.

Very truly yours,

 /s/ Laura A. Kaufmann Belkhayat, Esq.

cc:
 Mike Tattersfield, Chief Executive Office, Krispy Kreme, Inc.

Cathy Tang, Chief Legal Officer, Krispy Kreme, Inc.

Deanna L. Kirkpatrick, Davis Polk & Wardwell LLP

Marcel Fausten, Davis Polk & Wardwell LLP

United States securities and exchange commission logo
June 16, 2021
Michael Tattersfield
Chief Executive Officer
Krispy Kreme HoldCo, Inc.
2116 Hawkins Street
Charlotte, North Carolina 28203
Re:Krispy Kreme, Inc.
Registration Statement on Form S-1
Filed on June 1, 2021
File No. 333-256664
Dear Mr. Tattersfield:
            We have reviewed your registration statement and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Registration Statement on Form S-1 Filed on June 1, 2021
Summary Historical Consolidated Financial Information
Other Financial Data, Key Performance Indicators and Non-GAAP Measures, page 24
1.We note your response and related revisions to comment 1.  Given your historical
experience as well as your current growth strategy, it appears that pre-opening costs are
normal, recurring costs of your operations.  Please remove this adjustment from your non-
GAAP financial measures.
2.We note your response and related revisions to comment 2.  Please explain, quantify and
clarify further the adjustments for uncertain tax positions, and acquisition and integration
expenses.  For example, it is unclear how the uncertain tax position from a related party
transaction is not related to your business.

 FirstName LastNameMichael Tattersfield
 Comapany NameKrispy Kreme HoldCo, Inc.
 June 16, 2021 Page 2
 FirstName LastName
Michael Tattersfield
Krispy Kreme HoldCo, Inc.
June 16, 2021
Page 2
Certain Relationships and Related Party Transactions, page 143
3.Please revise to describe the material terms of the Investors' Rights Agreement.
            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 Stephen Kim at 202-551-3291or Adam Phippen at 202-551-3336 if you
have questions regarding comments on the financial statements and related matters.  Please
contact Charlie Guidry at 202-551-3621 or Lilyanna Peyser at 202-551-3222 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

United States securities and exchange commission logo
May 20, 2021
Michael Tattersfield
Chief Executive Officer
Krispy Kreme HoldCo, Inc.
2116 Hawkins Street
Charlotte, North Carolina 28203
Re:Krispy Kreme, Inc.
Draft Registration Statement on Form S-1
Submitted April 23, 2021
File No. 377-04723
Dear Mr. Tattersfield:
            We have reviewed your draft registration statement and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Draft Registration Statement on Form S-1
Other Financial Data and Key Performance Indicators, page 21
1.Please explain to us in detail why you believe the adjustment for store pre-opening costs
and related costs used in calculating Adjusted EBITDA and Adjusted Net Income is
appropriate in light of your growth strategy.  Please refer to Question 100.01 of the SEC
Staff's Compliance and Disclosure Interpretations on Non-GAAP Financial Measures. In
addition, please expand the title of the tabular disclosure on page 21 to include "Non-
GAAP financial measures."
2.We note that you have included "tax specific adjustments" as a reconciling line item to
Adjusted Net Income, and have described it as containing valuation allowances associated
with tax attributes primarily attributable to non-recurring expenses and/or an uncertain tax

 FirstName LastNameMichael Tattersfield
 Comapany NameKrispy Kreme HoldCo, Inc.
 May 20, 2021 Page 2
 FirstName LastName
Michael Tattersfield
Krispy Kreme HoldCo, Inc.
May 20, 2021
Page 2
position unrelated to ongoing operations.  Please provide us with a detailed list, including
associated valuation allowance and robust description, of each major category of expense
included in the line item, whether these expenses were paid in cash, and why you consider
them non-recurring and not related to ongoing operations.  Further, explain why these
adjustments do not result in a non-GAAP financial measure that is misleading and/or
do not substitute individually tailored recognition and measurement methods for those of
GAAP.  Refer to Questions 100.01 and 100.04 of the SEC Staff's Compliance
and Disclosure Interpretations on Non-GAAP Financial Measures.
Use of Proceeds, page 55
3.We note that you disclose the interest rates and maturity dates of the Related Party Notes
on page 128. In this section, please disclose the interest rates and maturity dates of the
other indebtedness you intend to repay with proceeds of this offering. See Instruction No.
4 to Item 504 of Regulation S-K. Also, it appears that you currently are unable to identify
the principal purposes for which the proceeds will be used and the approximate amount
intended for each such purpose; accordingly, please revise this section to discuss the
principal reasons for the offering. Refer to Item 504 of Regulation S-K.
Capitalization, page 57
4.Total capitalization as of January 3, 2021 in the tabular disclosure appears to count total
stockholder's equity twice.  Please revise.
Management's Discussion and Analysis of Financial Condition and Results of Operations
Key Factors Affecting Our Results and Prospects
Expand Our Omni-Channel Network in New and Existing Markets, page 66
5.We note your disclosures regarding "global points of access" as a key performance
indicator throughout the filing.  Please expand your disclosures here to include or clarify
the following information:

•How it is calculated, including any estimates or assumptions underlying the metric or
its calculation;

•The reasons why the metric provides useful information to investors; and

•How management uses the metric in managing or monitoring the performance of the
business.

For guidance, refer to SEC Release No. 33-10751 on the Commission Guidance on
Management’s Discussion and Analysis of Financial Condition and Results of Operations.
In addition, please expand the tabular disclosure to quantify separately your global points
of access by operational model (i.e. company-owned and franchised).

 FirstName LastNameMichael Tattersfield
 Comapany NameKrispy Kreme HoldCo, Inc.
 May 20, 2021 Page 3
 FirstName LastName
Michael Tattersfield
Krispy Kreme HoldCo, Inc.
May 20, 2021
Page 3
Capital Resources and Liquidity
Debt
2019 Facility, page 80
6.We note that the reconciliation of the non-GAAP financial measure, 2019 Facility
Adjusted EBITDA, starts with another non-GAAP financial measure, Adjusted EBITDA.
Please revise the reconciliation to start with the most directly comparable financial
measure calculated in accordance with GAAP.  If you conclude this is not a liquidity
measure, please explain.  Please also disclose the actual or reasonably likely effects of
compliance or non-compliance with the covenant on your financial condition and
liquidity.  Refer to Item 10(e)(1)(i)(B) of Regulation S-K and Question 102.09 of SEC
Staff's Non-GAAP Financial Measures Compliance and Disclosure Interpretations.
Critical Accounting Policies and Estimates
Goodwill and Indefinite lived intangibles, page 83
7.Please provide information for investors to assess the probability of future goodwill
impairment charges.  For example, please disclose whether any of your reporting units are
at risk of failing the quantitative impairment test or that the fair value of each of your
reporting units are substantially in excess of carrying value and are not at risk of failing.
If a reporting unit is at risk of failing, you should disclose:

•the percentage by which fair value exceeded carrying value at the date of the most
recent test;

•the amount of goodwill allocated to the reporting unit;

•a more detailed description of the methods and key assumptions used and how the
key assumptions were determined;

•a discussion of the degree of uncertainty associated with the assumptions; and

•a description of potential events and/or changes in circumstances that could
reasonably be expected to negatively affect the key assumptions.

Please refer to Item 303(b)(3) of Regulation S-K.
Business
The Joy of Krispy Kreme, page 85
8.You disclose, on page 86, that 64% of your doughnut sales in fiscal year 2020 were from
your Original Glazed doughnut, and on page 96, that sales of doughnuts comprise
approximately 93% of total domestic Krispy Kreme branded shop sales.  Please tell us
your consideration of disclosing these concentrations in revenue in accordance with ASC
275-10-50.  For guidance, refer to ASC 275-10-50-16 through 50-23.

 FirstName LastNameMichael Tattersfield
 Comapany NameKrispy Kreme HoldCo, Inc.
 May 20, 2021 Page 4
 FirstName LastName
Michael Tattersfield
Krispy Kreme HoldCo, Inc.
May 20, 2021
Page 4
Compensation Discussion and Analysis, page 118
9.With respect to your annual bonus plans, please provide further disclosure regarding the
manner in which you calculate the ratings of "Unacceptable,” “Marginal,” “Acceptable,”
“Good,” “Very Good (Target),” and “Excellent," and the resulting payouts to the NEO's.
For example, revise to quantify the net sales and Adjusted EBITDA bonus target amounts,
as well as the net sales, Adjusted EBITDA and cash levels actually achieved by the
company in 2020, and explain how the NEO's total bonus payouts are calculated based on
the (non-)achievement of these targets at varying levels.
Certain Relationships and Related Party Transactions, page 128
10.Please revise this section to describe the material terms of the referenced agreements.
Notes to Consolidated Financial Statements
Note 16 - Revenue Recognition, page F-51
11.Please tell us your consideration of further disaggregating the Company shops, Sweet
Treat Line and DFD line item.  Refer to ASC 606-10-55-89 through 55-91.
Note 17 - Net Loss per Share, page F-52
12.Please revise to include all required disclosures in ASC 260-10-50-1.
Note 18 - Segment Reporting, page F-53
13.We note your CODM does not review asset information by reportable segment and you
did not disclose total assets by reportable segment.  Please revise to disclose the reason
why your CODM does not review asset information by reportable segment in accordance
with ASC 280-10-50-26.
            You may contact Stephen Kim at 202-551-3291 or Adam Phippen at 202-551-3336 if
you have questions regarding comments on the financial statements and related matters.  Please
contact Charlie Guidry at 202-551-3621 or Lilyanna Peyser at 202-551-3222 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services