SecProbe.io

CORRESP
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filename1.htm

    Shelley
    Detwiller DiGiacomo

    (602) 222-4991

    sdd@eblawyers.com

May
28, 2025

VIA
EDGAR

United
States Securities and Exchange Commission

Division
of Corporation Finance

100
F Street, N.E.

Washington,
D.C. 20549

Attention:
David Plattner

    Re:
    CLS Holdings USA, Inc. (the “Company”)

    Schedule 13E-3/A filed May 20, 2025

    File No. 005-89292

    Preliminary Proxy Statement filed May 20, 2025

    File No. 000-55546

Dear
Mr. Plattner:

The
following is in response to the comments set forth in your letter dated May 20, 2025. For ease of reference, each comment is repeated
verbatim, with our response immediately following.

Schedule
13E-3/A filed May 20, 2025; PRER14A filed May 20, 2025

General

 1. We
                                            note your response to prior comment 12. Please provide disclosure regarding the terms of
                                            the loans that is fully responsive to the requirements set out in Item 1007(a)-(d) of Regulation
                                            M-A, and please file as exhibits to the Schedule 13E-3 any documentation that is required
                                            to be provided under Item 1016(b).

Response

We
have added disclosure describing the expected terms of the loans to the Preliminary Proxy Statement under “SPECIAL FACTORS—Purpose
and Reasons for the Reverse Stock Split” and added a copy of the form of secured promissory note as Exhibit 99.2 to the Schedule
13E-3.

2800 NORTH CENTRAL AVE. |
STE 1200 | PHOENIX, AZ 85004 | 602.271.9090 TEL | 602.222.4999 FAX | EBLAWYERS.COM

Engelman
Berger, P.C.

Attorneys
At Law

May
28, 2025

Page
2

 2. Please
                                            furnish a reasonably itemized statement of all expenses incurred or estimated to be incurred
                                            in connection with the transaction. See Item 1007(c) of Regulation M-A.

Response

We
have added a table and narrative disclosure detailing the fees and expenses associated with the transaction in the Preliminary Proxy
Statement under “SPECIAL FACTORS—Purpose and Reasons for the Reverse Stock Split.”

 3. We
                                            note your response to prior comment 15. It is our impression that the Independent Committee
                                            had access to the Houlihan presentation. Please therefore file such presentation as an exhibit
                                            to the Schedule 13E-3.

Response

We
have added additional details from the Houlihan presentation to the Preliminary Proxy Statement under “DELIBERATIONS OF THE INDEPENDENT
COMMITTEE.” We have also added a copy of the Houlihan presentation to the Independent Committee as Exhibit 99.4.

 4. We
                                            note your response to prior comment 19. However, given the level of Mr. Koretsky’s
                                            share ownership, and our understanding of his role as a lender to the Company both historically
                                            and with respect to the current transaction, we believe that he should be considered an affiliate
                                            engaged in the Rule 13e-3 transaction. Therefore, please add him as a filing person to the
                                            Schedule 13E-3, and provide required disclosure accordingly, or, alternatively, provide a
                                            detailed legal analysis as to why he should not in fact be considered an affiliate engaged
                                            in the Rule 13e-3 transaction.

Response

We
have reconsidered our classification of Mr. Koretsky in light of your comments and have elected to consider him to be an affiliate. We
have added Mr. Koretsky as a filing person to the Schedule 13E-3. We have also revised our disclosure about Mr. Koretsky in the table
of 5% or greater stockholders in the Preliminary Proxy, provided information about Mr. Koretsky under “COMPANY INFORMATION—Information
about our Officers and Directors and Affiliated Shareholder” in the Preliminary Proxy, and made more specific disclosures about
his potential conflicts of interest under “POTENTIAL CONFLICTS OF INTEREST OF OFFICERS, DIRECTORS AND CERTAIN AFFILATED PERSONS”
in the Preliminary Proxy.

 5. Please
                                            see the previous comment. We note the disclosure on page 10 indicating that all shareholders
                                            aside from the officers and directors are unaffiliated. In light of Mr. Koretsky’s apparent
                                            status as an affiliate, please delete such statement, or advise.

Response

Please
see our response to Comment 4. We have revised to indicate that Mr. Koretsky is an affiliate and added additional disclosure.

Engelman
Berger, P.C.

Attorneys At Law

May 28, 2025

Page 3

 6. We
                                            note the following statement on page 10: “The majority of the unaffiliated security
                                            holders present in person or by proxy at the Special Meeting will determine whether the reverse
                                            stock split transaction is approved.” This statement appears to be inconsistent with
                                            statements on pages 2 and 4 that indicate that Proposal 1 requires only the approval of votes
                                            representing a majority of the shares entitled to vote and represented at the meeting in
                                            person or by proxy. If true, please confirm that the latter disclosure is correct, and delete
                                            the statement on page 10. Otherwise, please advise. In addition, and relatedly, please provide
                                            a clear statement that is responsive to the disclosure requirement of Item 1014(c) of Regulation
                                            M-A.

Response

We
have revised this disclosure to clarify that a majority of the security holders present in person or by proxy at the Special Meeting
will determine if the reverse stock split transaction is approved. We have added disclosure to indicate that the transaction has not
been structured to require the approval of the majority of unaffiliated security holders.

We
appreciate your assistance in our compliance with applicable disclosure requirements and in enhancing the overall disclosures in our
filings. Should you have any questions or comments regarding our responses, please feel free to contact me at 602-222-4991.

    Sincerely,

    Engelman Berger, P.C.

    /s/ Shelley Detwiller DiGiacomo

    Shelley Detwiller DiGiacomo