MNSTMonster Beverage

Where a filing person elects to incorporate by reference the information required by Item 1010(a) of Regulation M-A, all of the summarized financial information required by Item 1010(c) must be disclosed in the document furnished to security holders.

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See Instruction 6 to Item 10 of Schedule TO and telephone interpretation I.H.7 in the July 2001 supplement to our “Manual of Publicly Available Telephone Interpretations” that is available on the Commission’s website at http://www.sec.gov. Please revise your disclosure to include the information required by Item 1010(c) of Regulation M-A and disseminate the amended disclosure as required by Exchange Act Rule 13e-4(e)(3). In addition, we note that the Schedule TO indicates that Item 10(b) is "not applicable." If such reference is intended to indicate that the disclosure described in Item 1010(b) of Regulation M-A is not applicable, please include in your response letter an explanation as to why the Company believes that pro forma information is not material to a shareholder's investment decision whether to tender shares in the Offer.

As disclosed in the Schedule

TO Amendment, on May 29, 2024, the Company announced the waiver of the financing condition to which the offer was previously subject and, therefore, the Company amended the offer to remove such financing condition. The Company notes that Instruction 2 to Item 10 of Schedule

TO indicates that financial statements are not considered material to a holder’s decision whether to sell, tender or hold the securities sought in a tender offer if (i) the consideration offered consists solely of cash, (ii) there is no financing condition to the offer and

(iii) the offeror

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is a public reporting company under Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, that files reports electronically on EDGAR. All three of the conditions in Instruction 2 to Item 10 are now satisfied with respect to the tender offer and, therefore, the Company does not believe the pro forma financial information is material to a holder’s decision whether to sell, tender or hold the securities the tender offer.

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The Company believes that the information contained in this letter is responsive to the Comment Letter.

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Refer to the following condition on page 34 of the Offer to Purchase: “[A]ny change, condition, event or development . . . [that] is discovered or is threatened relating to (1) general political, market, economic, financial or industry conditions in the United States or (2) our business, general affairs, management, financial position . .

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., which in our reasonable judgment is or may be materially adverse to us or otherwise makes it inadvisable for us to proceed with the Offer.” A tender offer may be conditioned on a variety of events and circumstances provided that they are not within the direct or indirect control of the offeror. The conditions also must be drafted with sufficient specificity to allow for objective verification that the conditions have been satisfied. Refer to Question 101.01 of the Tender Offer Rules and Schedules Compliance and Disclosure Interpretations (March 17, 2023). Please revise this condition so that it is objectively determinable and outside of the Company’s control.

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Please disclose the existence of any alternative financing plans or arrangements in the event that the Company does not have the necessary funds to pay the offer consideration and related fees and expenses. If there are none, so state. See General Instruction E to Schedule TO, Item 7 of Schedule TO, and Item 1007(b) of Regulation M-A.

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We remind you that the filing persons are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. Please direct any questions to Shane Callaghan at 202-551-6977 or Perry Hindin at 202- 551-3444.

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We note your response to prior comment 1 in our letter dated May 13, 2024. Given that the Company will incur up to an additional $1 billion in debt and related interest expense and reduce shares outstanding by repurchasing up to approximately 5.4% of the Company's outstanding shares in the Offer, it appears that pro forma financial information is material to a shareholder's investment decision whether to tender

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shares in the Offer. Please revise to include the pro forma financial information required by Item 10 of Schedule TO and Item 1010(b) of Regulation M-A, or otherwise advise.

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