SecProbe.io

CORRESP
 1
 filename1.htm

 Zevia PBC

 15821 Ventura Blvd.,
Suite 135

 Encino, California 91436

 May 28, 2025

 VIA EDGAR

 United States Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, N.E.

 Washington, DC 20549

 Attention: Sarah Sidwell

 Re:
 Request for Acceleration of Effectiveness of Registration Statement on Form S-3 (File No. 333-285266)

 Ms. Sidwell,

 Zevia PBC (the "Company") hereby
respectfully requests that, pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, the effectiveness of its
Registration Statement on Form S-3 (File No. 333-285266) be accelerated and that it be declared effective on
Friday, May 30, 2025, at 4:00 p.m. Eastern time, or as soon as practicable thereafter.

 Please direct any questions regarding this
filing to Stewart McDowell of Gibson, Dunn & Crutcher LLP at (415) 393-8322.

 Sincerely,

 ZEVIA PBC

 By:

 /s/ Girish Satya

 Girish Satya

 Chief Financial Officer

 cc:
 Stewart McDowell, Gibson, Dunn & Crutcher LLP

March 4, 2025
Amy Taylor
Chief Executive Officer
Zevia PBC
15821 Ventura Blvd., Suite 135
Encino, CA 91436
Re:Zevia PBC
Registration Statement on Form S-3
Filed on February 26, 2025
File No. 333-285266
Dear Amy Taylor:
            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:Stewart McDowell

CORRESP
1
filename1.htm

CORRESP

 Goldman Sachs & Co. LLC,

200 West Street,

 New York, New York 10282

BofA Securities, Inc.,

 One Bryant Park,

New York, New York 10036

 and

Morgan Stanley & Co. LLC,

 1585 Broadway,

New York, New York 10036

 July 19, 2021

VIA EDGAR

 U.S. Securities and Exchange Commission

Division of Corporation Finance

 100 F Street, N.E.

Washington, D.C. 20549

Re:
 Zevia PBC

Registration Statement on Form S-1

File No. 333-257378

Acceleration Request Requested

Date: July 21, 2021

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

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 Zevia PBC (the “Company”) for acceleration of the effective date of the
above-referenced Registration Statement, requesting effectiveness as of 4:00 PM, Eastern Time, on July 21, 2021, or at such later time as the Company or its outside counsel, Gibson, Dunn & Crutcher LLP, may request via telephone call
to the staff of the Division of Corporation Finance of the Securities and Exchange Commission.

 Pursuant to Rule 460 under the Act, we, as
representatives of the several underwriters, wish to advise you that we have effected the following distribution of the Company’s preliminary prospectus dated July 12, 2021:

(i)
 Dates of distribution: July 12, 2021 through the date hereof;

(ii)
 Number of prospective underwriters to which the preliminary prospectus was furnished: 11;

(iii)
 Number of prospectuses furnished to prospective investors: approximately 2,646;

(iv)
 Number of prospectuses distributed to others, including the Company, the Company’s counsel, independent
accountants, and underwriters’ counsel: approximately 38.

 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 Rule 15c2-8 under the Securities Exchange Act of 1934, as
amended.

 [Signature Page Follows]

Very truly yours,

By Goldman Sachs & Co. LLC

Acting severally on behalf of itself and the several Underwriters

By:

 /s/ Lindsay Drucker Mann

Name:

Lindsay Drucker Mann

Title:

Managing Director,

Goldman Sachs Investment Banking Division

 [Signature Page to Underwriter Acceleration Request]

Very truly yours,

By BofA Securities, Inc.

Acting severally on behalf of itself and the several Underwriters

By:

 /s/ Michele A.H. Allong

Name: Michele A.H. Allong

Title: Authorized Signatory

 [Signature Page to Underwriter Acceleration Request]

Very truly yours,

By Morgan Stanley & Co. LLC

Acting severally on behalf of itself and the several Underwriters

By:

 /s/ Akanksha Agarwal

Name: Akanksha Agarwal

Title: Executive Director

 [Signature Page to Underwriter Acceleration Request]

CORRESP
1
filename1.htm

CORRESP

 July 19, 2021

VIA EDGAR

 U.S. Securities and Exchange
Commission

 Division of Corporation Finance

 100 F Street, NE

 Washington D.C. 20549

 Attention: Jay Ingram

Re:
 Zevia PBC

Registration Statement on Form S-1 (File
No. 333-257378)

 Dear Mr. Ingram:

Zevia PBC, a Delaware public benefit corporation (the “Company”), respectfully requests pursuant to Rule 461 under the Securities Act of 1933,
as amended, that the effective date of the Company’s Registration Statement on Form S-1 (File No. 333-257378) (the “Registration Statement”) be accelerated and that it be declared
effective July 21, 2021 at 4:00 p.m. Eastern time, or as soon as practicable thereafter, unless we or our outside counsel, Gibson, Dunn & Crutcher LLP, request by telephone that such Registration Statement be declared effective at some
other time.

 Once the Registration Statement is effective, please orally confirm the event with our counsel, Gibson, Dunn & Crutcher LLP, by
calling Andrew Fabens at (212) 351-4034.

 Sincerely,

/s/ Padraic Spence

 Padraic Spence

Chief Executive Officer

cc:
 Andrew Fabens, Gibson, Dunn & Crutcher LLP

CORRESP
1
filename1.htm

CORRESP

 June 25, 2021

 U.S.
Securities and Exchange Commission

 Division of Corporation Finance

Office of Manufacturing

 100 F Street, N.E.

Washington, D.C. 20549

 Attn: Andi Carpenter, John Cash, Asia
Timmons-Pierce, Jay Ingram

Re:
 Zevia PBC

Amendment No. 1 to Draft

Registration Statement on Form S-1

Submitted June 4, 2021

CIK: 0001854139

 Ladies and Gentlemen:

 On behalf of Zevia PBC (the “Company”), this letter responds to the comments of the staff of the Securities and Exchange Commission Division of
Corporation Finance (the “Staff”) contained in your letter, dated June 15, 2021 (the “Comment Letter”), regarding the above-referenced Amendment No. 1 to Draft Registration Statement on Form S-1 (the “Amendment No. 1”), confidentially submitted on June 4, 2021. The Staff’s comments are set forth below, followed by the Company’s responses. The page references in our response
correspond to the page numbers of the Registration Statement on Form S-1 (the “Registration Statement”), which is being filed publicly today.

Amendment No. 1 to Draft Registration Statement on Form S-1 submitted June 4, 2021

General

1.
 We note your responses to our comments on the Tax Receivable Agreement. Please provide more prominent
disclosure of the Tax Receivable Agreement and the economics benefits that it confers to the Direct Zevia Stockholders ensuring that your revised disclosure addresses the shift in cash flows from public shareholders to the pre-IPO owners. To the extent practicable, please disclose how the estimated annual payments to Direct Zevia Stockholders under the agreement correlate to your revenue so that investors can understand how much of
your revenue is being redirected to the pre-IPO owners. We would expect to see the discussion of the agreement, including the estimated payouts, in the forepart of the prospectus as a principal topic in the
Prospectus Summary.

 The Company respectfully acknowledges the Staff’s comment, and has revised the disclosure
on pages 13-14, 22, 39, 66-67, 71, 78, 81, 99, and 149-151 in response.

 June 25, 2021

 Page 2

If you have any questions regarding the Registration Statement or the responses set forth above, please do not hesitate to call me at (212) 351-4034.

 Sincerely,

/s/ Andrew Fabens

 Andrew Fabens

cc:
 Steven B. Stokdyk, Latham & Watkins LLP

United States securities and exchange commission logo
June 15, 2021
Paddy Spence
Chief Executive Officer
Zevia PBC
15821 Ventura Blvd., Suite 145
Encino, CA 91436
Re:Zevia PBC
Amendment No. 1 to
Draft Registration Statement on Form S-1
Submitted June 4, 2021
CIK 0001854139
Dear Mr. Spence:
            We have reviewed your amended draft registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Amendment No. 1 to Draft Registration Statement on Form S-1
General
1.We note your responses to our comments on the Tax Receivable Agreement.  Please
provide more prominent disclosure of the Tax Receivable Agreement and the economics
benefits that it confers to the Direct Zevia Stockholders ensuring that your revised
disclosure addresses the shift in cash flows from public shareholders to the pre-IPO
owners. To the extent practicable, please disclose how the estimated annual payments to
Direct Zevia Stockholders under the agreement correlate to your revenue so that investors
can understand how much of your revenue is being redirected to the pre-IPO owners.  We
would expect to see the discussion of the agreement, including the estimated payouts, in

 FirstName LastNamePaddy Spence
 Comapany NameZevia PBC
 June 15, 2021 Page 2
 FirstName LastName
Paddy Spence
Zevia PBC
June 15, 2021
Page 2
the forepart of the prospectus as a principal topic in the Prospectus Summary.

            You may contact Andi Carpenter at 202-551-3645 or John Cash at 202-551-3768 if you
have questions regarding comments on the financial statements and related matters.  Please
contact Asia Timmons-Pierce at 202-551-3754 or Jay Ingram at 202-551-3397 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

United States securities and exchange commission logo
May 17, 2021
Paddy Spence
Chief Executive Officer
Zevia PBC
15821 Ventura Blvd., Suite 145
Encino, CA 91436
Re:Zevia PBC
Draft Registration Statement on Form S-1
Submitted April 19, 2021
CIK 0001854139
Dear Mr. Spence:
            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 submitted April 19, 2021
General
1.Since it appears that you use Adjusted EBITDA as an important metric for measuring
your financial performance and because Adjusted EBITDA does not account for a
reduction in a deferred tax asset, please describe the impact the Tax Receiveable
Agreement has on the business’s total enterprise value and, consequently, the price of the
stock you will be offering in the IPO.  Because it appears that the arrangement shifts cash
flows to the Direct Zevia Stockholders at the expense of public shareholders and
represents a windfall to the pre-IPO owners, disclose this scenario prominently and
transparently throughout the prospectus.
2.Please explain whether you believe your cash provided by operations and other sources of

 FirstName LastNamePaddy Spence
 Comapany NameZevia PBC
 May 17, 2021 Page 2
 FirstName LastNamePaddy Spence
Zevia PBC
May 17, 2021
Page 2
liquidity will provide adequate liquidity for ongoing operations, planned capital
expenditures and other investments, and potential debt service requirements for at least the
next twelve months. Please expand your disclosure throughout the prospectus to provide
estimates of annual payments under the Tax Receivable Agreement and how you intend to
fund the required payments under the agreement and whether or not you are dependent
upon this offering to meet your liquidity needs for the next twelve months including the
payments under the Tax Receivable Agreement.
3.Please disclose the names of the Blocker Companies.
4.Please provide prominent disclosure of the range of estimated payouts under the Tax
Receivable Agreement.
Summary, page 1
5.Please revise page 9 to disclose the amount of your recent net losses.
Strong Relationships with Retailers Across Channels, page 5
6.Please revise to provide the basis for your statement that you were the #1 selling
carbonated soft drink brand in 2020 on Amazon.  Please also provide the basis for your
statement regarding your loyalty rate.
Product safety and quality concerns, including relating to our plant-based sweetening system,
page 25
7.Please revise to elaborate on the adverse effects on consumer health.
Our amended and restated certificate of incorporation will include an exclusive forum clause,
page 47
8.We note that your provision designates the federal district courts of the United States as
the exclusive forum for resolving any complaint asserting a cause of action arising under
the Securities Act.  Please revise your prospectus to state that there is uncertainty as to
whether a court would enforce such provision.  We note that your exclusive forum
provision will not apply to claims brought to enforce a duty or liability created by the
Exchange Act.  Please ensure that the exclusive forum provision in the governing
documents states this clearly, or tell us how you will inform investors in future filings that
the provision does not apply to any actions arising under the Exchange Act.
Organizational structure, page 57
9.Please describe how your company plans to convert the unit options and restricted unit
awards of Zevia LLC upon completing this offering.  Also, describe more fully the Zevia
PBC’s proposed equity plans.

 FirstName LastNamePaddy Spence
 Comapany NameZevia PBC
 May 17, 2021 Page 3
 FirstName LastName
Paddy Spence
Zevia PBC
May 17, 2021
Page 3
Capitalization, page 69
10.Please disclose the proforma presentation of Zevia LLC’s preferred and common units to
show the effect of the proposed restructuring of the LLC’s units.
Unaudited Pro Forma Consolidated Financial Information And Other Data , page 74
11.Please disclose more fully how Zevia PBC will account for Zevia LLC’s financial
statements upon completion of this offering.
Financial Statements, page F-1
12.Please provide the financial statements (e.g. balance sheet) of the registrant Zevia PBC,
required under Rule 8-02 of Regulation S-X.
3 Revenue Recognition, page F-15
13.We note you have five categories of Zevia LLC's products disclosed on page 3.  Please
disclose revenue by each category of products or explain why you do not need such
disclosure.  Refer to ASC  606-10-50-5.
Exhibits
14.We note your disclosure that you source your stevia through a multi-year supply
agreement.  Please file the supply agreements as exhibit to your registration statement or
tell us why you are not required to do so.

            You may contact Andi Carpenter at 202-551-3645 or Kevin Stertzel at 202-551-3723 if
you have questions regarding comments on the financial statements and related matters.  Please
contact Asia Timmons-Pierce at 202-551-3754 or Jay Ingram at 202-551-3397 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing