SecProbe.io

Mailstop 3561

April 5, 2019

Aaron LoCascio
Chief Executive Officer
Greenlane Holdings, Inc.
6501 Park of Commerce Boulevard, Suite 200
Boca Raton, Florida 33487

Re: Greenlane Holdings, Inc.
Registration Statement on Form S-1
Filed March 20, 2019
Response dated April 3, 2019
  File No. 33 3-230405

Dear Mr. LoCascio :

We have reviewed your response letter  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 no t believe an amendment is appropriate, please tell us why in your
response.

After reviewing any amendment to your registration statement and the information you
provide in response to these  comments, we may have  additional comments.

Response Letter d ated April 3, 2019

Recent Developments

Operating Results, page 10

1. We note your proposed disclosure that you may include in a subsequent amendment
regarding your partial first quarter net sales, and it appears the presentation of this
preliminary result in isolation provides investors with an incomplete picture of your
financial results. Accordingly, we have the following comments:

Aaron LoCascio
Greenlane Holdings, Inc.
April 5 , 2019
Page 2

  Please discuss the way(s) in which these results are consistent with or different from
your results of operations in prior p eriods. Please also expand your disclosure to
explain both quantitatively and qualitatively the factors that you believe have
contributed to the changes. The nature of any unusual or nonrecurring items that have
impacted or are expected to impact the preli minary results should also be disclosed.
 We note your statement in your proposed disclosure that you… “may identify items
that require [you] to make adjustments to the financial information set forth above
and those changes could be material.”  If you choose to disclose preliminary results,
you should be able to assert that the actual results are not expected to vary materially
from that reflected in the preliminary results. Accordingly, please remove this
statement, as it implies that investors should not rely on the information presented, or
explain why the presentation of this information alongside a disclaimer that the
preliminary financial information could differ materially provides meaningful
disclosure to investors.

Please also confirm your understanding that if, prior to the effective date of your
registration statement, more precise numbers become available as you conduct your
financial closing procedures for the quarter ended March 31, 2019, they will be included
in your registration state ment.

Corporate Structure,  Page 14

2. We note that you show in the organizational charts here and on page 66 that investors in
the offering will have a 22.6% economic interest in Greenlane Holdings, Inc.  We also
note that you show that the founder and non -founder members will have no economic
interest in the registrant.  We further note that in the third bullet point on page 65, you
state that purchasers in the offering will own 100% of the economic interest in you.
Please clarify for us what percentage of  economic interest that investors in the offering
will own after the offering and update your disclosures as needed.

Dilution, page 71

3. We note your dilution calculation and have the following comments.

 Please show us how you calculated your net tangibl e book value as of December 31,
2018  of $(12.6) million  and net tangible book value per share  of $(0.34) .  It appears
you have used 41,333,333 shares as outstanding in this calculation.  If so, please
explain your basis for using this amount of shares as i t appears to be the amount of
common units outstanding in the LLC and also to include the shares purchased in this
offering.
 Please also explain how this represents Class A common stock owned by your
founder and non -found ing members, when it appears they will not hold Class A stock
but will be issued Class B and Class C common stock.

Aaron LoCascio
Greenlane Holdings, Inc.
April 5 , 2019
Page 3

  For your net tangible book value per share after the offering of $2.47, it appears you
have also used 41,333,333 shares.  Please explain to us w hy you believe this is the
appropriate amount of shares to use as this appears to be the common units
outstanding in the LLC and not the shares issued for the registrant.

4. Please show us how you determined the amounts shown in the table on page 72.  Pleas e
explain why you show new investors as purchasing 4,666,666 shares and  excluded  the
shares sold to new investors by selling shareholders.  Please also explain why the total
number of shares is 41,333,333 shares as this appears to be the common units outst anding
for the LLC and not the total number of shares to be outstanding for the registrant.  Please
finally  show us how you determined the amount of total consideration contributed by
existing shareholders.   We may have further comment.

Unaudited Pro Form a Consolidated Financial Information, page 74

Unaudited Pro Forma Condensed Consolidated Balance Sheet, page 76

5. Please show us your calculations for the amounts in the final pro forma Greenlane
Holdings Inc. column for common units and additional paid in  capital.  Please explain to
us why there remains a balance in member’s equity after giving effect to the transactions
and offering.  Please also explain to us why you show a negative amount in retained
earnings for the amount of your non -controlling inter est.

You may contact Lisa Sellars, Staff Accountant , at (202)551 -3348  or James Allegretto,
Senior Assistant Chief Accountant, at (202)551 -3849  if you have questions regarding comments
on the financial statements and related matters.  Please contact  Jenni fer López, Staff Attorney, at
(202)551 -3792 , Lilyanna Pe yser, Special Counsel, at (202) 551-3222  or me at (202)551 -3720
with any other questions.

Sincerely,

 /s/ Lilyanna Peyser for

Mara L. Ransom
Assistant Director
Office of Consumer Products