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                             June 17, 2024

       Jarrod Langhans
       Chief Financial Officer
       Celsius Holdings, Inc.
       2424 N Federal Highway
       Suite 208
       Boca Raton , FL 33431

                                                        Re: Celsius Holdings,
Inc.
                                                            Form 10-K for the
Year Ended December 31, 2023
                                                            Form 8-K filed
February 29, 2024
                                                            File No. 001-34611

       Dear Jarrod Langhans:

                                                        We have reviewed your
filings and have the following comments.

              Please respond to this letter within ten business days by
providing the requested
       information or advise us as soon as possible when you will respond. If
you do not believe a
       comment applies to your facts and circumstances, please tell us why in
your response.

                                                        After reviewing your
response to this letter, we may have additional comments.

       Form 10-K for the Year Ended December 31, 2023

       Consolidated Financial Statements
       13. Related Party Transactions, page F-22

   1.                                                   We note your
disclosures of transactions recognized in your financial statements related to
                                                        Pepsi, a related party.
Please revise your annual and quarterly financial statements in
                                                        future filings to state
amounts from related party transactions on the face of your balance
                                                        sheets, statements of
operations, and statements of cash flows as required by Rule 4-08(k)
                                                        of Regulation S-X.
   2.                                                   We note your
disclosures regarding the agreements you entered into with Pepsi during
                                                        2022. Please more fully
explain the terms of the agreements and the basis for your
                                                        accounting for the
agreements. Please specifically address the following:
                                                            Tell us the
contractual terms of the agreements, including the existence and nature of
                                                            potential renewal
options.
                                                            Explain any facts
and circumstances under which the agreements can be terminated
 Jarrod Langhans
Celsius Holdings, Inc.
June 17, 2024
Page 2
              by either party, including the potential consequences in the
event the agreements are
              terminated.
                Explain how product pricing and other material terms under the
agreements are
              determined, including when and how often pricing terms are
negotiated.
                Tell us the terms and conditions related to the amounts you
received from Pepsi to
              reimburse you for the termination of former distribution
agreements, including any
              provision that would require you to repay the amount in the event
the agreements
              with Pepsi were terminated.
                Tell us how you determined the estimated fair value of the
series A preferred stock
              you issued to Pepsi in 2022.
                Explain how you determined the appropriate accounting for the
series A preferred
              stock you issued, including why you issued the series A preferred
stock at less than
              estimated fair value, what the asset you recorded for the excess
fair value over the
              issuance proceeds actually represents, and why the series A
preferred stock
              is recorded at an amount in excess of its redemption value.

Form 8-K filed February 29, 2024

Exhibit 99.1
Reconciliation of Non-GAAP Financial Measures

3.       We note your calculation of Adjusted EBITDA excludes contract
termination costs
         associated with certain former distributors to facilitate your
migration to Pepsi   s system.
         We also note you received funds from Pepsi to reimburse you for these
costs that you
         recorded as deferred revenue. Please explain to us why you believe it
is appropriate to
         include a non-GAAP adjustment to exclude contract termination costs
from Adjusted
         EBITDA but not exclude the impact of the related reimbursement from
Pepsi. In your
         response, discuss your consideration of the guidance in Question
100.02 of the Division of
         Corporation Finance   s Compliance & Disclosure Interpretations on
Non-GAAP Financial
         Measures.
        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 SiSi Cheng at 202-551-5004 or Anne McConnell at
202-551-3709 if you
have questions regarding comments on the financial statements and related
matters.



FirstName LastNameJarrod Langhans                              Sincerely,
Comapany NameCelsius Holdings, Inc.
June 17, 2024 Page 2                                           Division of
Corporation Finance
FirstName LastName                                             Office of
Manufacturing