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                            August 22, 2023

       Dominic Blosil
       Chief Financial Officer
       Traeger, Inc.
       1215 E Wilmington Ave.
       Suite 200
       Salt Lake City, UT 84106

                                                        Re: Traeger, Inc.
                                                            Form 10-K for
Fiscal Year Ended December 31, 2022
                                                            Form 8-K
                                                            Filed March 16,
2023
                                                            File No. 001-40694

       Dear Dominic Blosil:

              We have limited our review of your filing to the financial
statements and related
       disclosures 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 these comments 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 our
       comments apply to your facts and circumstances, please tell us why in
your response.

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

       Form 10-K for Fiscal Year Ended December 31, 2022

       Management's Discussion and Analysis of Financial Condition and Results
of Operations
       Macroeconomic Conditions, page 53

   1.                                                   We note your disclosure
that macroeconomic pressures have resulted in a decline in your
                                                        revenue in 2022 and
that such pressures persisted through the first two quarters of 2023.
                                                        We also note your
disclosure indicating that supply chain constraints have led to higher
                                                        product component and
freight costs which appear to have contributed to reduced
                                                        customer demand for
your products. In future annual and quarterly filings, please provide
                                                        more robust disclosures
that quantify the impact these factors had on your results of
                                                        operations during each
period presented. Please also revise future filings to address the
                                                        steps you are taking,
if any, to mitigate these negative factors, including whether
                                                        mitigating efforts may
introduce new material risks, including those related to product
 Dominic Blosil
Traeger, Inc.
August 22, 2023
Page 2
         quality or reliability.
Results of Operations, page 56

2.       Your disclosure indicates that revenue from grills decreased by $188.8
million year over
         year due to lower unit volume, partially offset by a higher average
selling price.
         Please revise future annual and quarterly filings to quantify the
impact that changes in unit
         volume and average selling price had on revenue during the each period
presented. In
         addition, revise future annual and quarterly filings to provide a more
comprehensive
         explanation of the reasons for changes in unit volume. This comment is
also applicable to
         your disclosure and discussion of changes in revenue related to
consumables and
         accessories.
Liquidity and Capital Resources
Cash Flows from Operating Activities, page 60

3.       Please revise future annual and quarterly filings to provide a more
informative discussion
         and analysis of cash flows from operating activities, specifically
address the factors that
         resulted in changes in working capital components during each period
presented. In doing
         so, explain the underlying reasons for and implications of material
changes between
         periods to provide investors with an understanding of trends and
variability in cash flows
         and to ensure your disclosures are not merely a recitation of changes
evident from your
         financial statements. Refer to Item 303(a) of Regulation S-K and SEC
Release No. 33-
         8350.
Critical Accounting Policies and Estimates
Valuation of Goodwill and Acquired Intangible Assets
Goodwill, page 64

4.     We note you recorded a $222 million goodwill impairment charge during
the year ended
       December 31, 2022 and the remaining goodwill balance at December 31,
2022 is $78
       million which could result in an additional material charge if it is
also determined to
       be impaired. Please refer to Item 303(b)(3) of Regulation S-K and expand
your
       disclosures in future filings to address the following:
           provide a more detailed description of the key assumptions you used
to estimate fair
            value, including how the key assumptions were determined;
           discuss the degree of uncertainty associated with the key
assumptions, including
            material changes in the key assumptions during the periods
presented;
           describe the potential events and/or changes in circumstances that
could result in
FirstName LastNameDominic
            additional impairmentBlosil
                                    charges; and
Comapany    NameTraeger,
           disclose          Inc.
                     the percentage  by which your estimated fair value exceeds
your
August 22, carrying
            2023 Pagevalue
                        2 as of the date of your most recent impairment test.
FirstName LastName
 Dominic Blosil
FirstName  LastNameDominic Blosil
Traeger, Inc.
Comapany
August 22, NameTraeger,
           2023         Inc.
August
Page 3 22, 2023 Page 3
FirstName LastName
Consolidated Financial Statements
Consolidated Statements of Cash Flows, page F-7

5.       In regard to the payment of acquisition related contingent
consideration, please explain to
         us, and clarify in future filings, the difference between the amount
included in the
         statement of cash flows and the amount included in your footnote
disclosure on page F-31.
Form 8-K Filed March 16, 2023

Exhibit 99.1
Reconciliations of and Other Information Regarding Non-GAAP Financial Measures
, page 13

6.       In regard to the adjustment for Non-routine legal expenses, please
tell us the specific
         nature of the expenses you excluded and explain to us how you identify
routine and non-
         routine legal expenses. Although legal expenses may vary period to
period, it appears to
         us they are a normal operating expense necessary to operate your
business. Please more
         fully explain to us why you believe adjusting non-GAAP performance
measures for cash
         operating costs that are necessary to operate your business is
appropriate based on the
         guidance in Question 100.01 of the Division of Corporation Finance   s
Compliance
         & Disclosure Interpretations on Non-GAAP Financial Measures or tell us
how you plan to
         revise your non-GAAP performance measures in future filings.
7.       We refer to your presentation of Adjusted net income (loss). Please
tell us, and revise
         future filings to more clearly explain, how the income tax effects are
calculated and how
         you determined they comply with Question 102.11 of the Division of
         Corporation Finance   s Compliance & Disclosure Interpretations on
Non-GAAP Financial
         Measures which requires non-GAAP financial measures to include current
and deferred
         income tax expense commensurate with the non-GAAP measure of
profitability. Please
         specifically explain the reasons for minimal tax effects in periods
you reported GAAP
         losses but non-GAAP adjusted net income, for example FY 2021 and
interim periods in
         FY 2023 and FY 2022.
       In closing, 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.

      You may contact Mindy Hooker at (202) 551-3732 or Anne McConnell at (202)
551-
3709 with any questions.



                                                              Sincerely,

                                                              Division of
Corporation Finance
                                                              Office of
Manufacturing