CELH Celsius

Filed: 20 Sep 20, 8:00pm


Celsius Holdings, Inc.

2424 N. Federal Highway, Suite 208

Boca Raton, Florida 33431


September 21, 2020




Securities and Exchange Commission

Division of Corporation Finance

100 “F” Street, N.E.

Washington, D.C. 20549-3629


Attention:Ms. Asia Timmons-Pierce


 Re:Celsius Holdings, Inc. (the “Company”)
  Registration Statement on Form S-3
  File No. 333-248875 (the “Registration Statement”)


Ladies and Gentlemen:


Pursuant to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended, the Company respectfully requests that the effective date of the Registration Statement is accelerated so that it will become effective at 4:00 p.m. Eastern Time on Wednesday, September 23, 2020, or as soon thereafter as practicable.


If you have any further questions or comments, kindly contact the undersigned at (561) 276-2239 or our counsel, Dale S. Bergman, Esq. of Gutiérrez Bergman Boulris, PLLC at (305) 358-5100.


Very truly yours,




By:/s/ John Fieldly 
 John Fieldly 
 Chief Executive Officer