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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
 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
FirstName LastNameMichael Tattersfield
       Management   s Discussion and Analysis of Financial Condition and
Results of Operations.
Comapany    NameKrispy
       In addition, pleaseKreme
                           expandHoldCo,  Inc.disclosure to quantify separately
your global points
                                  the tabular
May 20,of2021
          access by operational
               Page  2          model (i.e. company-owned and franchised).
FirstName LastName
 Michael Tattersfield
FirstName  LastNameMichael
Krispy Kreme  HoldCo, Inc. Tattersfield
Comapany
May        NameKrispy Kreme HoldCo, Inc.
     20, 2021
May 20,
Page 3 2021 Page 3
FirstName LastName
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.
 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.



FirstName LastNameMichael Tattersfield                         Sincerely,
Comapany NameKrispy Kreme HoldCo, Inc.
                                                               Division of
Corporation Finance
May 20, 2021 Page 4                                            Office of Trade
& Services
FirstName LastName
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