United States securities and exchange commission logo

                             September 3, 2021

       Alex K. Grab
       General Counsel
       Brilliant Earth Group, Inc.
       300 Grant Avenue, Third Floor
       San Francisco, CA 94108

                                                        Re: Brilliant Earth
Group, Inc.
Statement on Form S-1
                                                            Filed August 30,
                                                            File No. 333-259164

       Dear Mr. Grab:

              We have reviewed your 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 amending your registration
statement and providing the
       requested information. 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 any amendment to your registration statement and
the information you
       provide in response to these comments, we may have additional comments.

       Registration Statement on Form S-1 filed August 30, 2021

       Non-GAAP Financial Measures, page 110

   1.                                                   Please revise to more
clearly explain how the Free cash flow and Free cash flow
                                                        conversion non-GAAP
measures are useful to investors and to clarify that they
                                                        are liquidity rather
than operating performance measures. When revising, please ensure
                                                        that any description
pertaining to usefulness does not imply that the measures
                                                        represent the residual
cash flow available for discretionary purposes. Lastly, considering
                                                        your discussion of Key
Metrics on page 109, to avoid investor confusion please refrain
                                                        from using the term
"metrics" interchangeably with "non-GAAP financial measures".
       Executive Compensation Arrangements, page 158

   2.                                                   We note that you
deleted the disclosure about new employment agreements. Please file as
 Alex K. Grab
Brilliant Earth Group, Inc.
September 3, 2021
Page 2
         exhibits the current arrangements with your executive officers, such
as the offer letters
         referenced here.
The Transactions, page 167

3.       We note your added disclosure here and throughout regarding intended
purchases from
         the Continuing Equity Owners. Please revise to identify each owner and
the amount they
         will receive.
Brilliant Earth LLC
Note 9. Subsequent Events, page F-48

4.       We note your disclosures relating to the August 26, 2021 complaint
against the company.
         To help an investor better understand the company's exposure, please
revise to disclose, if
         currently known, the amount of damages, injunctive relief and
attorney's fees and costs
         sought by the plaintiff.
        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.

       Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration

       You may contact Effie Simpson at 202-551-3346 or Martin James at
202-551-3671 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Geoff Kruczek at 202-551-3641 or Jay Ingram at 202-551-3397 with any
other questions.

FirstName LastNameAlex K. Grab                                 Sincerely,
Comapany NameBrilliant Earth Group, Inc.
                                                               Division of
Corporation Finance
September 3, 2021 Page 2                                       Office of
FirstName LastName