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

Quantify the impact of the barter transactions on wholesale revenue;

Identify who issued the prepaid advertising credits;

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

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

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

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

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

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

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

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

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