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United States securities and exchange commission logo





                             October 15, 2021

       John Merris
       Chief Executive Officer
       Solo Brands, Inc.
       1070 S. Kimball Ave. Ste 121
       Southlake, TX 76092

                                                        Re: Solo Brands, Inc.
                                                            Registration
Statement on Form S-1
                                                            Filed October 4,
2021
                                                            File No. 333-260026

       Dear Mr. Merris:

              We have reviewed your registration statement and have the
following comments. In
       some of our comments, we may ask you to provide us with information so
we may better
       understand your disclosure.

              Please respond to this letter by amending your registration
statement and providing the
       requested information. If you do not believe our comments apply to your
facts and
       circumstances or do not believe an amendment is appropriate, please tell
us why in your
       response.

              After reviewing any amendment to your registration statement and
the information you
       provide in response to these comments, we may have additional comments.

       Form S-1

       General

   1.                                                   We have issued numerous
comments on the topic of the Tax Receivable Agreement, the
                                                        core of which have
consistently addressed the need for prominent, descriptive, and
                                                        quantifiable disclosure
of how the TRA confers significant economic benefits to the pre-
                                                        IPO owners, redirects
cash flows to the TRA participants at the expense of the rest of your
                                                        shareholders, and
materially affects your liquidity. Please enhance or replace the new
                                                        cover page disclosure,
provided in response to comment 1, with information that directly
                                                        addresses these topics
and avoids vague references to tax benefits associated with an "Up-
                                                        C" structure.
 John Merris
FirstName LastNameJohn Merris
Solo Brands, Inc.
Comapany
October 15,NameSolo
            2021    Brands, Inc.
October
Page 2 15, 2021 Page 2
FirstName LastName
Unaudited Pro Forma Consolidated Financial Information, page 82

2.       We note multiple references to stock based compensation that will be
modified or granted
         in connection with the offering in the Executive Compensation
discussion beginning on
         page 141. In this regard, please tell us whether as a result of the
transactions or the
         offering, any stock based compensation subject to conversion,
modification, or any new
         grants will have material amounts of compensation expense that should
be reflected in
         your pro forma financial statements. To the extent you expect material
amounts of
         compensation expense, revise the pro forma financial statements
accordingly.
        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 Heather Clark at 202-551-3624 or Mark Rakip at
202-551-3573 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Sergio Chinos at 202-551-3397 or Jay Ingram at 202-551-3397 with any
other questions.



                                                             Sincerely,

                                                             Division of
Corporation Finance
                                                             Office of
Manufacturing
cc:      Ian D. Schuman
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