United States securities and exchange commission logo

                              August 24, 2021

       John Reed
       Chief Executive Officer
       Arhaus, Inc.
       51 E. Hines Hill Road
       Boston Heights, Ohio 44236

                                                        Re: Arhaus, Inc.
                                                            Draft Registration
Statement on Form S-1
                                                            Submitted July 30,
                                                            CIK No. 0001875444

       Dear Mr. Reed:

              We have reviewed your draft 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 providing the requested
information and either submitting
       an amended draft registration statement or publicly filing your
registration statement on
       EDGAR. 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

             After reviewing the information you provide in response to these
comments and your
       amended draft registration statement or filed registration statement, we
may have additional

       Draft Registration Statement on Form S-1


   1.                                                   Please provide us with
supplemental copies of all written communications, as defined in
                                                        Rule 405 under the
Securities Act, that you, or anyone authorized to do so on your behalf,
                                                        have presented or
expect to present to potential investors in reliance on Section 5(d) of the
                                                        Securities Act, whether
or not you retained, or intend to retain, copies of those
                                                        communications. Please
contact the staff member associated with the review of this filing
                                                        to discuss how to
submit the materials, if any, to us for our review.
 John Reed
Arhaus, Inc.LastNameJohn Reed
August 24, NameArhaus,
            2021        Inc.
Page 2 24, 2021 Page 2
FirstName LastName
Basis of Presentation
Key Terms and Performance Indicators Used in this Prospectus; Non-GAAP
Financial Measures,
page ii

2.       You define "merchandise revenue" as revenue from sale of merchandise
exclusive of
         certain items. You define "demand merchandise revenue" as the value of
         from orders placed exclusive of the same items as for "merchandise
revenue." Please
         explain to us and disclose as appropriate what the difference between
the sale amount
         of merchandise and the value of merchandise orders represents and the
         between the two you are intending to convey to investors.
3.       Please explain to us and disclose as appropriate how returned
merchandise is factored
         in determining a factual representation of "demand."
Company Overview, page 1

4.       Please revise to define in greater detail what you consider to be the
"premium home
         furnishing market."
5.       We note your disclosure in the second paragraph that both demand
comparable brand
         revenue growth and comparable brand revenue growth have been
meaningful over the last
         three years. Please revise to clarify what you mean by "meaningful"
and provide
         quantification for the referenced periods. Additionally, we note that
you have highlighted
         demand comparable revenue growth of 25% in 2020. Please revise to
balance that
         presentation with your comparable brand revenue growth percentage for
the same period.
6.       We note in the fourth paragraph and elsewhere you reference delivering
         margins" or "attractive profit margins." In each instance, please
revise to clarify what you
         mean by attractive margins or attractive profit margins.
7.       Please revise the seventh paragraph to disclose comparable information
for 2019.
8.       We note your disclosure that you believe there is potential to more
than double your
         current showroom base to more than 150 locations in both new and
existing markets. We
         also note comparable disclosure in the Expand Our Showroom Base and
Capture Market
         Share section on page 9 to include a reference to the "next decade."
To the extent
         possible, please revise to clarify and quantify the timeframe
applicable to your expansion
         plan. Please also reconcile with your disclosure in the Real Estate
Strategy section on
         page 96 to include the statement that you currently do not have an
anticipated timeframe
         to open new showrooms.
Strong Operating Performance and Momentum , page 2

9.       Please revise to include comparable information related to your
comparable brand revenue
         growth between 2020 and 2019.
 John Reed
Arhaus, Inc.LastNameJohn Reed
August 24, NameArhaus,
            2021        Inc.
Page 3 24, 2021 Page 3
FirstName LastName
Competitive Strengths
Superior and Consistent Unit Economics, page 7

10.      Please show us how "unit-level adjusted EBITDA" and the related margin
are computed.
Strong Direct Global Sourcing Relationships, page 7

11.      We note your disclosure that the majority of your products can only be
purchased from
         Arhaus. Please revise to quantify the percentage of products which are
exclusive to
Grow eCommerce Platform, page 8

12.      We note your disclosure here and elsewhere that eCommerce merchandise
         increased 64% in 2020 compared to 2019. With a view towards revised
disclosure, please
         advise how much of this growth was attributable to the COVID-19
pandemic in
         comparison to historical growth increases in prior periods and whether
you expect this
         trend to continue going forward.
Our Growth Strategies
Increase Brand Awareness to Drive Sales, page 8

13.      Please disclose how "returns on digital advertising spend of 11x" was
computed for
         transparency to investors about how this was derived.
Summary Historical Consolidated Financial Data, page 16

14.      Please show the computation of "comparable brand revenue growth" and
         comparable brand revenue growth" for transparency to investors about
how they were
Use of Proceeds, page 55

15.      Please revise the third paragraph to more specifically identify and
quantify the principal
         intended uses of the net proceeds. Alternatively, if you have no
current specific plan for
         the proceeds or a significant portion of the proceeds, state that that
is the case and discuss
         the principal reasons for the offering. Refer to Item 504 of
Regulation S-K.
The Reorganization, page 60

16.      Please refer to the post-offering ownership chart on page 62. Please
revise to add the
         ownership and voting percentages of your Class A and Class B common
stock after the
         offering. In this regard, we note the listed shareholder contingency
groups differ from the
         descriptions and bullets presented in the last paragraph on page 60.
 John Reed
Arhaus, Inc.LastNameJohn Reed
August 24, NameArhaus,
            2021        Inc.
Page 4 24, 2021 Page 4
FirstName LastName
Management's Discussion and Analysis of Financial Condition and Results of
How We Assess the Performance of Our Business, page 73

17.      You present "merchandise revenue" as a non-GAAP financial measure.
Please tell us how
         you determined that adding back to net revenue rebates and reserves
related to returns and
         discounts does not substitute individually tailored revenue
recognition and measurement
         methods for those of GAAP. Refer to the answer to Question 100.04 of
the staff's Non-
         GAAP Financial Measures Compliance and Disclosure Interpretations.
         provide us with a quantified listing of each item comprising the
GAAP adjustments    in
         calculating the measure. Further, explain to us with a view to
disclosing as appropriate
         the reasons why your management believes this information is useful to
investors and why
         this measure provides useful information to investors regarding your
financial condition
         and results of operations pursuant to Item 10(e)(1)(i)(C) and (D) of
Regulation S-K.
18.      We note your disclosure of "comparable brand revenue growth" and
"demand comparable
         brand revenue growth" metrics in the filing. Please expand your
disclosure to state why
         these metrics provide useful information to investors and how you use
them in managing
         or monitoring the performance of your business. Additionally, discuss
how these
         measures meaningfully differ from one another. Please refer to Release
No. 33-10751 for
Adjusted EBITDA, page 75

19.      You disclose the measure omits non-cash items, however it appears it
also omits items
         within "new showroom opening expenses" and "other expenses" that have
been or will be
         paid in cash. Accordingly, please revise the characterization of this
Results of Operations
Comparison of the Years Ended December 31, 2020 and December 31, 2019
Net Revenue, page 77

20.      You attribute the change in net revenue to multiple factors. The
effect of price increases
         is quantified under "gross margin," but other cited factors are not
quantified anywhere.
         Please expand your discussion to quantify the amount of the change
contributed by each
         underlying factor that you identified. Refer to Item 303 of Regulation
S-K and section
         501.04 of the staff   s Codification of Financial Reporting Policies
for guidance.
21.      Cost of goods sold decreased in 2020 from 2019 despite an increase in
net revenue
         between these periods. It does not appear the reason for the 2020
decrease and inverse
         relationship are analyzed. Factors affecting the change in the amount
of cost of goods
         sold are discussed under "gross margin," but they appear to
substantially offset one
         another. Please expand your disclosure as appropriate. Refer to Item
303 of Regulation
         S-K and Section III of Release No. 33-8350 for guidance.
 John Reed
Arhaus, Inc.LastNameJohn Reed
August 24, NameArhaus,
            2021        Inc.
Page 5 24, 2021 Page 5
FirstName LastName
Liquidity and Capital Resources
Net cash provided by operating activities, page 80

22.      You attribute a portion of the $128.5 million increase in net cash
provided by operating
         activities between 2020 and 2019 to increased net income, the change
in which amounted
         to $1.2 million. It appears a material portion (28%) of the change in
operating cash
         beyond the factors cited has not been analyzed. Please expand your
disclosure as
         appropriate for a fuller analysis of the material factors contributing
to the increase in
         operating cash. Refer to the introductory paragraph of section IV.B
and paragraph B.1 of
         SEC Release No. 33-8350 for guidance.
Management, page 101

23.      We note that you have identified a number of director nominees. Please
revise the Exhibit
         Index on page II-3 to annotate that you will file consents for such
individuals as required
         by Rule 438 of the Securities Act of 1933.
       You may contact Suying Li at 202-551-3335 or Doug Jones at 202-551-3309
if you have
questions regarding comments on the financial statements and related matters.
Please contact
Donald Field at 202-551-3680 or Lilyanna Peyser at 202-551-3222 with any other


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