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CORRESP
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filename1.htm

ERIC
M. HELLIGE

Partner

DIRECT
TEL: 212-326-0846

FAX:
212-326-0806

ehellige@pryorcashman.com

 April
                            8, 2019

Via
Edgar

Ms.
Lilyanna Peyser

Ms.
Jennifer López-Molina

Ms.
Mara L. Ransom

Securities
and Exchange Commission

Division
of Corporation Finance

100
F Street, N.E.

Washington,
D.C. 20549

 Re: Greenlane
                                         Holdings, Inc.

    Registration
                                         Statement on Form S-1 (File No. 333-230405)

Ladies
and Gentlemen:

On
behalf of our client, Greenlane Holdings, Inc., a Delaware corporation (the “Company”), and pursuant to the applicable
provisions of the Securities Act of 1933, as amended (the “Securities Act”), and the rules promulgated thereunder,
we hereby submit in electronic form the accompanying Amendment No. 1 (“Amendment No. 1”) to the Registration Statement
on Form S-1 of the Company (the “Registration Statement”), marked to indicate changes from the Registration Statement
on Form S-1 as filed with the Securities and Exchange Commission (the “Commission”) on March 20, 2019.

Amendment
No. 1 reflects the responses of the Company to comments received from the Staff of the Commission (the “Staff”) in
a letter dated April 5, 2019 (the “Comment Letter”). In addition to addressing the comments received from the Staff,
the Company has also revised Amendment No. 1 to update other disclosures in the Registration Statement.

The
discussion below is presented in the order of the numbered comments in the Comment Letter. Certain capitalized terms set forth
in this letter are used as defined in the Registration Statement. For your convenience, references in the responses to page numbers
are to the marked version of Amendment No. 1 and to the prospectus included therein.

Securities
and Exchange Commission

April
8, 2019

Page 2

Response
Letter dated April 5, 2019

Recent
Developments

Operating
Results, page 10

The
Company has asked us to convey the following responses to the Staff:

 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:

 ● Please
                                         discuss the way(s) in which these results are consistent with or different from your
                                         results of operations in prior periods. 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 preliminary 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 statement.

Response: In response to
the Staff’s comment in the first bullet above, the Registration Statement has been revised to add disclosure regarding
the material quantitative and qualitative factors that the Company believes contributed to the increase in its estimated
net sales for the three months ended March 31, 2019 relative to its net sales for the three months ended March 31, 2018. At
this time, the Company is not aware of any unusual or nonrecurring items that impacted such estimated net sales. Please see
page 11 of Amendment No. 1.

In
response to the Staff’s comment in the second bullet above, the Registration Statement has been revised to remove the sentence
that stated that the Company may, or the Company’s independent registered public accounting firm may request the Company
to, make adjustments to its estimated preliminary net sales results for the three months ended March 31, 2019 that could be material.
Please see page 11 of Amendment No. 1.

Securities
and Exchange Commission

April
8, 2019

Page 3

The
Company confirms its understanding that if, prior to the effective date of the Registration Statement, more precise net sales
results for the three months ended March 31, 2019 become available as the Company conducts its financial closing procedures for
such period, the Company will include such results in the Registration Statement.

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.

Response:
In response to the Staff’s comment, the organizational charts in the Registration Statement have been revised to update
the percentage economic interest in the Company that will be held by the investors in this offering following this offering and
to add disclosure regarding the percentage voting interest and the percentage economic interest in the Company that will be held
by the investors in the Convertible Notes following this offering. As a result of such revision and added disclosure, investors
will be able to determine from the chart the various stockholder groups that collectively own 100% of the voting interests and
economic interests in the Company following this offering. Please see pages 14 and 66 of Amendment No. 1.

In
response to the Staff’s comment, the Registration Statement has been revised to correct the percentage of the economic interest
in the Company to be owned by the investors in this offering following this offering. Please see page 65 of Amendment No. 1.

Dilution,
page 71

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

 ● Please
                                         show us how you calculated your net tangible 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 it 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-founding
                                         members, when it appears they will not hold Class A stock but will be issued Class B
                                         and Class C common stock.

Securities
and Exchange Commission

April
8, 2019

Page 4

 ● 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 why 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.

Response: In response to the Staff’s
comment in the first bullet above, the Company advises the Staff that, while it correctly calculated the pro forma book value per
share of its Class A common stock as of December 31, 2018 ($(0.34)) by dividing its pro forma net tangible book value at such date
($(12.6) million) by 36,666,667 shares of Class A common stock (which does not include the shares of Class A common stock to be
sold by the Company in this offering) as the denominator, it incorrectly stated in the third paragraph on page 71 of the Registration
Statement that 41,333,333 shares was used as the denominator. The Company has revised the Registration Statement to reflect the
denominator in such calculation as 36,666,667 shares of Class A common stock. Please see page 71 of Amendment No. 1.

In response to the Staff’s comment in the second
bullet above, as stated in the first paragraph on page 71 of the Registration Statement, because the members of Greenlane Holdings,
LLC will not hold any direct economic interest in the Company immediately following this offering until they convert or exchange
their Common Units for shares of Class A common stock, to present to investors the potential dilutive impact of purchasing shares
of the Company’s Class A common stock in this offering, the Company believes it is more meaningful to assume the redemption
or exchange of all Common Units for Class A common stock when presenting the dilution in pro forma net tangible book value per
share before and after this offering. By making such assumption, the Company is illustrating to investors the maximum potential
dilutive impact of purchasing shares of the Company’s Class A common stock in this offering, rather than the minimum dilutive
impact, which would have been the result if such assumption was not made. As a result, as disclosed in connection with all per
share calculations on pages 71 and 72 of the Registration Statement, the Company gave effect to the Assumed Redemption in making
such calculations.

In response to the Staff’s comment in the third
bullet above, in calculating the Company’s net tangible book value per share after this offering, the Company used 41,333,333
shares as the denominator, which is the sum of (i) the outstanding shares at December 31, 2018 giving
effect to the Transactions and the Assumed Redemption (32,645,834 shares), (ii) the shares of Class A common stock issued upon
the automatic settlement of the Convertible Notes (4,020,833 shares), and (iii) the shares of Class A common stock issued by the
Company in this offering (4,666,666 shares).

 4. Please
                                         show us how you determined the amounts shown in the table on page 72. Please 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 outstanding 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.

Response: In determining the numbers
of shares to include in this table for the existing stockholders and the investors, the Company believes that it is important for
the investor to understand the total consideration per share that was paid by the Company’s existing stockholders prior to
this offering relative to the purchase price per share to be paid by investors in this offering ($15.00 per share, assuming the
midpoint of the price range set forth on the cover page of the prospectus). The Company’s stockholders prior to this offering
include all of the existing members of Greenlane Holdings, LLC and the investors in the Convertible Notes. After giving effect
to the Assumed Redemption, as discussed above, and to the issuance of shares of Class A common stock upon the automatic shares
settlement of the Convertible Notes, such stockholders owned an aggregate of 36,666,667 shares of Class A common stock prior to
this offering, as reflected in the table.

Securities
and Exchange Commission

April
8, 2019

Page 5

The Company notes that the inclusion of the shares of Class
A common stock to be sold to investors in this offering by the selling stockholders in the number of shares to be purchased by
the investors will not change the average price per share to be paid by the investors. As a result, the Company believes it would
be improper to reduce the total number of shares purchased by the existing stockholders and the total consideration paid by the
existing stockholders prior to this offering in the table to give effect to the sale by the selling stockholders of shares of Class
A common stock to the investors in this offering. Instead, the Company has added additional disclosure following the table to make
clear that the table does not include the shares to be sold by the selling stockholders to the investors in this offering and to
illustrate the increase in the percentage ownership of share purchased and percentage of consideration paid by the investors if
such shares had been included in the table and the corresponding reduction in such percentages by the existing stockholders.

The Company believes the total number of shares of Class A common
stock to be outstanding after this offering (41,333,333 shares), which reflects the Assumed Redemption, is appropriate for the
table for the reasons expressed above and in the first paragraph on page 71 of the Registration Statement.

In response to the comment of the Staff as to how the Company
determined the total consideration contributed by the existing stockholders, please be advised that the aggregate consideration
contributed by each group of existing stockholders was as follows:

    Existing stockholder group:
    Aggregate consideration:

    Former owners of Better Life Holdings LLC
    $ 8,890,000

    Founder Members
      8,799,882

    Former owners of Pollen Gear
      9,560,000 *

    Other members - compensatory interests
      0

    Investors in Convertible Notes
      48,250,000

    $ 75,499,882

* The fair market value consideration for the former owners
of Pollen Gear represents the full, undisco