November
13, 2025
VIA
EDGAR
U.S.
Securities and Exchange Commission
Division
of Corporation Finance
100
F Street, N.E.
Washington,
DC 20549
Attention:
Bradley Ecker
Registration
Statement on Form S-1 (File No. 333-291443)
Ladies
and Gentlemen:
Reference
is made to the Registration Statement on Form S-1 (File No. 333-291443) filed by Reed’s, Inc. on November 12, 2025 (the “Registration
Statement”), initially confidentially submitted to the Securities and Exchange Commission (the “Commission”) on September
26, 2025. Pursuant to Rule 473(c) of the Securities Act of 1933, as amended (the “Act”), the following delaying amendment,
prescribed by Rule 473(a) of the Act, is hereby incorporated onto the facing page of the Registration Statement:
“The
registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the
registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective
in accordance with section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date
as the Commission, acting pursuant to said section 8(a), may determine.”
Should
you have any questions regarding this delaying amendment or the Registration Statement, please contact Courtney Tygesson of Cooley LLP,
at (312) 881-6680.
| |
Sincerely, |
| |
|
| |
Reed’s,
Inc. |
| |
|
|
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By: |
/s/
Douglas W. McCurdy |
| |
Name: |
Douglas
W. McCurdy |
| |
Title: |
Chief
Financial Officer |
| Cc:
|
Cyril
A. Wallace, Jr., Chief Executive Officer, Reed’s, Inc.
Douglas
W. McCurdy, Chief Financial Officer, Reed’s, Inc.
Yvan-Claude
Pierre, Cooley LLP
Courtney
Tygesson, Cooley LLP |
