SEC Comment Letter 0000000000-22-013873 to Trulieve Cannabis Corp. (TCNNF) (CIK 0001754195) (TCNNF)
Trulieve Cannabis Corp. (TCNNF) (CIK 0001754195)
Date: Dec. 23, 2022 · CIK: 0001754195 · Accession: 0000000000-22-013873
AI Filing Summary & Sentiment
File numbers found in text: 000-56248
Letter
United States securities and exchange commission logo December 23, 2022 Alex D’Amico Chief Financial Officer Trulieve Cannabis Corp. 6749 Ben Bostic Road Quincy, FL 32351 Re:Trulieve Cannabis Corp. Form 10-K for the Fiscal Year Ended December 31, 2021 Filed March 30, 2022 File No. 000-56248 Dear Alex D’Amico: We have limited our review of your filing to the financial statements and related disclosures 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 these comments within ten business days by providing the requested information or advise us as soon as possible when you will respond. If you do not believe our comments apply to your facts and circumstances, please tell us why in your response. After reviewing your response to these comments, we may have additional comments. Form 10-K for the Fiscal Year Ended December 31, 2021 Report of Independent Registered Public Accounting Firm, page F-2 1.Based on the language provided in the audit reports of your successor and predecessor auditor, it does not appear to us that either auditor has taken audit responsibility in their reports for the adjustments made to the prior periods presented in your financial statements stemming from the change in accounting principle and the revision of previously issued financial statements. Please amend your filing to include an audit report that takes responsibility for the adjustments. Refer to AS 3105 and the PCAOB's Staff Questions and Answers on Adjustments to Prior-Period Financial Statements Audited by a Predecessor Auditor.
FirstName LastNameAlex D’Amico Comapany NameTrulieve Cannabis Corp. December 23, 2022 Page 2 FirstName LastName Alex D’Amico Trulieve Cannabis Corp. December 23, 2022 Page 2 Note 2. Basis of Presentation Change in Accounting Principle, page F-9 2.We note that in the fourth quarter of 2021, the company elected to change its accounting principle for measuring deferred tax assets and liabilities in acquisitions. Please explain to us the facts and circumstances concerning the change in accounting principle and provide us specific references in authoritative accounting guidance as support for both the newly adopted and previous accounting policies. In closing, 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. Please contact Lynn Dicker at (202) 551-3616 or Eric Atallah, Senior Accountant, at (202) 551-3663 with any questions. Sincerely, Division of Corporation Finance Office of Life Sciences
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United States securities and exchange commission logo
December 23, 2022
Alex D’Amico
Chief Financial Officer
Trulieve Cannabis Corp.
6749 Ben Bostic Road
Quincy, FL 32351
Re:Trulieve Cannabis Corp.
Form 10-K for the Fiscal Year Ended December 31, 2021
Filed March 30, 2022
File No. 000-56248
Dear Alex D’Amico:
We have limited our review of your filing to the financial statements and related
disclosures 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 these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
After reviewing your response to these comments, we may have additional comments.
Form 10-K for the Fiscal Year Ended December 31, 2021
Report of Independent Registered Public Accounting Firm, page F-2
1.Based on the language provided in the audit reports of your successor and predecessor
auditor, it does not appear to us that either auditor has taken audit responsibility in their
reports for the adjustments made to the prior periods presented in your financial
statements stemming from the change in accounting principle and the revision of
previously issued financial statements. Please amend your filing to include an audit report
that takes responsibility for the adjustments. Refer to AS 3105 and the PCAOB's Staff
Questions and Answers on Adjustments to Prior-Period Financial Statements Audited by a
Predecessor Auditor.
FirstName LastNameAlex D’Amico
Comapany NameTrulieve Cannabis Corp.
December 23, 2022 Page 2
FirstName LastName
Alex D’Amico
Trulieve Cannabis Corp.
December 23, 2022
Page 2
Note 2. Basis of Presentation
Change in Accounting Principle, page F-9
2.We note that in the fourth quarter of 2021, the company elected to change its accounting
principle for measuring deferred tax assets and liabilities in acquisitions. Please explain to
us the facts and circumstances concerning the change in accounting principle and provide
us specific references in authoritative accounting guidance as support for both the newly
adopted and previous accounting policies.
In closing, 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.
Please contact Lynn Dicker at (202) 551-3616 or Eric Atallah, Senior Accountant, at
(202) 551-3663 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences