United States securities and exchange commission logo





                              June 29, 2022

       Scott T. Ford
       Chief Executive Officer
       Westrock Coffee Holdings, LLC
       100 River Bluff Drive
       Suite 210
       Little Rock, Arkansas 77202

                                                        Re: Westrock Coffee
Holdings, LLC
                                                            Amendment No. 1 to
Registration Statement on Form S-4
                                                            Filed June 10, 2022
                                                            File No. 333-264464

       Dear Mr. Ford:

             We have reviewed your amended 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.
Unless we note
       otherwise, our references to prior comments are to comments in our May
23, 2022 letter.

       Amendment No.1 to Registration Statement on Form S-4 filed June 10, 2022

       What are the U.S. federal income tax consequences of the mergers, page
10

   1.                                                   We note your response
to prior comment 3. Item 4 of Form S-4 requires a summary of the
                                                        tax consequences of the
transaction. Given your disclosure of the uncertain and unusual
                                                        tax consequences, we
continue to believe that a tax opinion is required. Please file that
                                                        opinion, name counsel
or other opinion provider in the disclosure and ensure their consent
                                                        is included in the
exhibit. It is permissible for the opinion to state the consequences as
                                                        "should" or "more
likely" than not, rather than "will", but the opinion must express a
                                                        conclusion for each
material federal tax consequence. See Staff Legal Bulletin No. 19. If
                                                        counsel is unable to
provide such opinion, it appears you should revise to disclose that the
 Scott T. Ford
Westrock Coffee Holdings, LLC
June 29, 2022
Page 2
         transaction is taxable.
Comparative Historical and Unaudited Pro Forma Per Share Financial Information,
page 39

2.       We note your response to our prior comment 8; however, we do not
believe you have fully
         addressed our comment. As previously requested, please provide us with
your
         computations for book value per unit or share for historical
Riverview, as well as for the
         prior forma combined scenarios. Further, explain why you believe it is
appropriate to use
         the weighted average of Riverview Class A shares in your calculation
of book value per
         share.
Materials of Riverview's Financial Advisor, page 151

3.       We note your response to prior comment 15. Please revise to clarify
what you mean by
         the disclosure that the Stephens materials were used to "assess
valuation assumptions used
         by the Riverview board of directors." If the assumptions and
valuations used by the Board
         and Stephens are the same or similar, revise to state so directly. If
not, explain how they
         differed.
4.       Please tell us how you determined the compensation of approximately $5
million
         mentioned on page 155 in view of the amounts mentioned in items (i)
and (ii) on page
         155.
Summary of Riverview Financial Analysis, page 151

5.       We note your response to prior comment 12. Please revise to explain in
greater detail the
         disclosure that your board used "standards generally accepted by the
financial community,
         including from a valuation standpoint, based on the market value of
Westrock to
         comparable public companies, as applicable, and a comparison of the
proposed transaction
         with Westrock."
Westrock Coffee Holdings, LLC Audited Consolidated Financial Statements, Years
Ended
December 31, 2021 and 2020
Note 7. Equity-Based Compensation, page F-46

6.       We note your response to prior comment 28. Please revise your critical
accounting
         policies and estimates to include the information that you provided in
your response under
         the section titled "Changes in Estimated Fair Values."
Note 18. Segment Information, page F-56
FirstName LastNameScott T. Ford
7.     We note your response to prior comment 29 but reissue our comment.
Please revise your
Comapany    NameWestrock
       segment              Coffee Holdings,
                footnote to include           LLC provided in your response to
comply with the
                                    the information
       disclosure
June 29, 2022 Pagerequirements
                    2           outlined in ASC 280-10-50-41(a).
FirstName LastName
 Scott T. Ford
FirstName  LastNameScott
                Holdings,T. Ford
Westrock Coffee           LLC
Comapany
June       NameWestrock Coffee Holdings, LLC
     29, 2022
June 29,
Page  3 2022 Page 3
FirstName LastName
General

8.       With a view toward disclosure, please tell us whether your sponsor is,
is controlled by, or
         has substantial ties with a non-U.S. person. Please also tell us
whether anyone or any
         entity associated with or otherwise involved in the transaction, is,
is controlled by, or has
         substantial ties with a non-U.S. person. If so, also include risk
factor disclosure that
         addresses how this fact could impact your ability to complete your
initial business
         combination. For instance, discuss the risk to investors that you may
not be able to
         complete an initial business combination with a U.S. target company
should the
         transaction be subject to review by a U.S. government entity, such as
the Committee on
         Foreign Investment in the United States (CFIUS), or ultimately
prohibited. Further,
         disclose that the time necessary for government review of the
transaction or a decision to
         prohibit the transaction could prevent you from completing an initial
business
         combination and require you to liquidate. Disclose the consequences of
liquidation to
         investors, such as the losses of the investment opportunity in a
target company, any price
         appreciation in the combined company, and the warrants, which would
expire worthless.
9.       We note your response to prior comment 35. Please revise your
disclosure and your
         proposed certificate of incorporation to state clearly and explicitly
whether Westrock's
         exclusive forum provision applies to claims arising under the
Securities Act and the
         Exchange Act.
       You may contact Dale Welcome at 202-551-3865 or Jean Yu at 202-551-3305
if you
have questions regarding comments on the financial statements and related
matters. Please
contact Thomas Jones at 202-551-3602 or Geoff Kruczek at 202-551-3641 with any
other
questions.



                                                                Sincerely,

                                                                Division of
Corporation Finance
                                                                Office of
Manufacturing
cc:      Brandon C. Price, Esq.