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Celsius Holdings, Inc.
2424 N. Federal Highway, Suite 208
Boca Raton, Florida 33431
January 31, 2019
VIA EDGAR
Securities and Exchange Commission
Division of Corporation Finance
100 “F” Street, N.E.
Washington, D.C. 20549-3629
Attention: Mr. Ruairi Regan
| Re: |
| Registration Statement on Form S-3, as amended, |
| File No. 333-228888 |
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 Friday, February 1, 2019, 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,
CELSIUS HOLDINGS, INC.
| By: |
| John Fieldly |
| Chief Executive Officer |
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