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CORRESP
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September 18, 2024

VIA EDGAR

Division of Corporation Finance

Office of Life Sciences

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549-3561

Attn: Frank Wyman and Daniel Gordan

Re: Responses to the Securities and Exchange Commission

  Staff Comment dated August 27, 2024, regarding

  Curaleaf Holdings, Inc.’s

  Annual Report on Form 40-F for the fiscal year ended December 31, 2023

  Filed March 7, 2024

  File No. 333-249081

Ladies and Gentlemen:

Set forth below are the written
responses of Curaleaf Holdings, Inc. (the “Company”, “we,” “us”
or “our”), to the written comment received from the staff of the Division of Corporation Finance (the “Staff”)
of the Securities and Exchange Commission (the “Commission”) by letter dated August 27, 2024, with respect to
the Annual Report, on Form 40-F, for the fiscal year ended December 31, 2023, File No. 333-249081 filed with the Commission on March 7,
2024 (the “Annual Report”).

For your convenience, each
response is prefaced by the exact text of the Staff’s corresponding comment in bold, italicized text. All references to page numbers
and captions correspond to the Annual Report unless otherwise specified. All capitalized terms not otherwise defined herein shall have
the meaning assigned to them in the Annual report.

Our response is as follows:

Form 40-F for the fiscal year ended December 31,
2023

Exhibit 99.2

Notes to Consolidated Financial Statements

Note 27-- Variable interest
entities, page 65

Staff Comment No. 1

Please provide an accounting analysis
supporting your consolidation of Curaleaf USA as a variable interest entity pursuant to the Reorganization. Refer us to the technical
guidance upon which you relied and revise your disclosures accordingly.

Company’s Response:

The Company acknowledges the Staff’s
comment and respectfully advises that the Company considers and follows ASC 810-10-50 when preparing its consolidated financial statements.

Pursuant to ASC 810-10-50-5A(a) and
(b), in Note 2, under the heading “Change in ownership,” we disclose the facts and circumstances that prompted the Company’s
VIE assessment of Curaleaf USA, along with the specific terms and conditions of the Reorganization that allowed us to determine that,
while the Company no longer has a 100% voting equity interest in Curaleaf USA, it has retained its controlling interest in Curaleaf USA.

As a result of the terms and conditions
set forth in the Protection Agreement and in the Shareholders’ Agreement, Curaleaf USA is structured with disproportionate voting
rights and substantially all of the activities of Curaleaf USA are conducted for the benefit of or to the detriment of the Company, the
investor in Curaleaf USA with disproportionately few voting rights. In addition, the rights granted to the Company as a result of the
Shareholders Agreement and the restrictions set forth in the Protection Agreement resulted in the Company having both the power to direct
the activities of Curaleaf USA, the obligation to absorb the losses of and the right to receive benefits from Curaleaf USA.

Therefore, pursuant to ASC 810-10-15-14,
we concluded Curaleaf USA is a variable interest entity (“VIE”) and pursuant to ASC 810-10-25-38A, the Company is the primary
beneficiary of Curaleaf USA responsible for consolidating the financial results of Curaleaf USA.

In Note 27 – Variable Interest
Entities, we have included a cross-reference to the discussion under the heading “Basis of consolidation” within Note 2 –
Basis of Presentation and Consolidation, in accordance with ASC 810-10-50-2AC. We believe that the disclosures within Note 1 – Operations
of the company, Note 2 and Note 27, collectively, satisfy the disclosure requirements mandated by ASC 810-50-3 and ASC 810-50-5A, as amended
by ASU 2009-17 – Consolidations (Topic 810): Improvements to Financial Reporting by Enterprises Involved with Variable Interest
Entities.

Pursuant to ASC 810-50-3(bb), in
Note 27, we present a tabular disclosure of the carrying amounts and classification of Curaleaf’s assets and liabilities that
are consolidated into the Company’s financial statements. This includes qualitative information regarding the relationships
between those assets and liabilities. Further, we concluded that the requirements under ASC 810-50-3(d) were not applicable, as the
Reorganization neither changed the Company’s obligations to provide financial support to Curaleaf USA nor changed the
Company’s exposure to losses of Curaleaf USA. Additionally, we concluded that the requirements of ASC 810-10-50-5A(c) do not
apply, as the Reorganization merely resulted in a change in the methodology by which the financial results of Curaleaf USA and its
consolidated subsidiaries are consolidated into the Company’s consolidated financial results. Therefore, the Company did not
provide additional financial or other support during the year ended December 31, 2023, that it was not contractually required to
provide during the year ended December 31, 2022. Finally, pursuant to ASC 810-50-5A(d), in Note 1, we provide qualitative
information about the nature, purpose, size, and activities of Curaleaf USA.

Planned revisions to the Company’s
consolidated financial statements

Upon further review, we acknowledge
that neither Note 1 nor Note 3 was cross-referenced in Note 27, and that the disclosure of the Company’s accounting policy for variable
interest entities could be enhanced. In addition, we acknowledge that the disclosure requirement under ASC 810-10-50-3(c) was not addressed.

As a result, beginning with the Company’s
interim consolidated financial statements for the period ended September 30, 2024, the Company will include the following disclosures:

Note X — Significant accounting
policies:

Variable
interest entities

The Company consolidates
legal entities in which it holds a controlling financial interest. Determining whether it has a controlling financial interest, which
is defined by ASC 810, Consolidation, as the power to direct the activities of a VIE that most significantly impact the VIE’s economic
performance and the obligation to absorb losses of and the right to receive benefits from the VIE that could be potentially significant
to the VIE. Determining whether the Company has a controlling financial interest of a legal entity in which it does not have a majority
voting interest is subject to significant judgment and estimates. Considerations include, but are not limited to, voting interests of
the VIE, management, service and other agreements with the VIE, involvement in the VIE’s initial design and the existence of explicit
or implicit financial guarantees. See Note X – Basis of presentation and consolidation and Note X – Variable interest entities
for further details about the entities consolidated by the Company under the VIE consolidation model.

Note X — Variable interest
entities:

For further details
on the variable interest entities consolidated within the Consolidated Financial Statements, see Note 1 – Operations of the Company,
Note 2 — Basis of presentation and consolidation and Note 3 – Significant accounting policies. Because cannabis remains a
Schedule I controlled substance for U.S. Federal purposes, the assets of the Company’s variable interest entities can typically
be used only to settle obligations of the variable interest entities, except for certain grandfathered obligations. In addition, the creditors
of Curaleaf, Inc. do not have recourse to the general credit of the Company.

In addition, ensure that your
response includes the following information.

 · Explain the factors that you considered in concluding that the Reorganization fully complied with
TSX requirements.

Company’s Response:

The Company acknowledges
the Staff’s comment and respectfully acknowledges that as part of our application to list our Subordinate Voting Shares on the TSX,
we submitted a summary of the proposed Reorganization as well as a detailed description of the proposed structure of the Company’s
U.S. operations following the Reorganization to TSX staff. In addition, as part of the TSX’s review of our listing application,
the TSX reviewed the Company’s Canadian public disclosure documents describing such Reorganization. Further to its review, the TSX
concluded that such Reorganization and proposed structure was acceptable to them and issued a conditional approval letter for the listing,
in which TSX made the implementation of the Reorganization a condition to listing our Subordinate Voting Shares. It should also be noted
that once the Reorganization was implemented, TSX finalized the listing of our Subordinate Voting Shares and issued a final approval letter.
In addition, the Reorganization, as well as the proposed structure of the Company’s U.S. operations after the Reorganization, followed
a similar reorganization and structure that had been implemented by TerrAscend Corp. and approved by the TSX. In light of the fact that
TSX staff made the listing of the Company’s Subordinate Voting Shares on the TSX conditional on the implementation of the Reorganization
and issued a final approval letter following the implementation of the Reorganization, and considering precedents, we have no reason to
believe that the Reorganization does not fully comply with TSX requirements.

 · Explain the apparent inconsistency between your assertion on page A-8 that "terms and conditions
set forth in the Protection Agreement and Shareholders' Agreement collectively resulted in the Company retaining a controlling interest
in Curaleaf Inc." versus the TSX prohibition against "owning or investing, either directly or indirectly, in entities engaging
in activities related to cultivation, distribution or possession of cannabis in the United States.

Company’s
Response:

The Company
acknowledges the Staff’s comment and respectfully directs their attention to the Company’s Annual Report, where we
asserted that the terms and conditions set forth in the Protection Agreement and Shareholders' Agreement collectively resulted in
the Company retaining a controlling financial interest in Curaleaf USA, which allows us to continue, for financial reporting
purposes, to include the accounts of Curaleaf USA and its subsidiaries as well as the legal entities in which Curaleaf USA, directly
or indirectly, holds a controlling financial interest. However, because the Company no longer owns voting stock of Curaleaf USA, the
Company does not, by virtue of ownership of shares, have control over Curaleaf USA. Rather, Curaleaf USA and the third-party
Investor have agreed to grant the Company consent rights over certain key decisions regarding Curaleaf USA and its subsidiaries,
pursuant to the Protection Agreement and the Shareholders’ Agreement. As part of our application to list our Subordinate
Voting Shares on the TSX, we were required to submit the final terms of the Protection Agreement and the Shareholders’
Agreement to TSX staff for their review and approval. TSX staff reviewed and approved such terms. In light of this, we respectfully
submit that there is no inconsistency between our assertion on page A-8 and the TSX prohibition against “owning or investing,
either directly or indirectly, in entities engaging in activities related to cultivation, distribution or possession of cannabis in
the United States”.

 · Describe and quantify the level of TSX delisting risk due to the management structure established under
the Reorganization

Company’s Response:

The Company acknowledges the Staff’s
comment and respectfully advises we consider the TSX delisting risk low. As mentioned above, as part of our application to list our Subordinate
Voting Shares on the TSX, we submitted the proposed Reorganization, the proposed structure of the Company’s U.S. operations following
the Reorganization, as well as the final terms of the Protection Agreement and the Shareholders’ Agreement to TSX staff for their
review and approval. We believe that, given that the implementation of the Reorganization and the structure of the Company’s U.S.
operations following the Reorganization were a condition of listing imposed by TSX and given that the TSX issued a final approval letter
following the implementation of the Reorganization, it is unlikely that the TSX would find that the Company’s U.S. operations and
management structure following the Reorganization do not comply with their policies. Further, TSX rules provide that if as a result of
an examination, TSX determines that a listed issuer fails to comply with TSX requirements and policies, TSX will notify the listed issuer
that it is under a delisting review, and that it will be provided an opportunity to be heard, and as applicable, present submissions.
Therefore, if TSX changed its position regarding the Reorganization, TSX likely would provide the Company an opportunity to respond,
be heard or to modify its structure to remain in good standing. It should also be noted that the TSX prohibition against "owning
or investing, either directly or indirectly, in entities engaging in activities related to cultivation, distribution or possession of
cannabis in the United States” is found in Staff Notice 2017-009, which has not been formally codified in the TSX rules. Therefore,
TSX staff is allowed to interpret this staff notice at its discretion if done in compliance with the formal TSX rules. In light of the
foregoing, we believe that the TSX delisting risk is low. Nevertheless, we disclosed in the Annual Report the risk of delisting as a risk
factor to be considered when evaluating an investment in the Company’s listed shares.

 · Identify the third-party Investor and describe his/her role in the continuing management of Curaleaf
USA.

Company’s Response:

The third-party Investor is Lifebrook
Investments Ltd. Pursuant to the Shareholders’ Agreement, the Investor has agreed to vote, or cause to be voted, all shares owned
by the Investor to ensure that the following persons will be elected to the board of Curaleaf USA:

 (a) For so long as the Company is a shareholder of Curaleaf USA, two (2) directors designated by the Company;

 (b) For so long as the Investor is a shareholder of Curaleaf USA, one (1) director designated by the Investor;
and

 (c) One (1) director designated unanimously by the Company and the Investor.

Pursuant to the Shareholders’
Agreement and applicable law, the directors of Curaleaf USA are responsible for supervising the management of the business of Curaleaf
USA. The Investor’s role in the continuing management of Curaleaf USA is to elect a nominee on the board of Curaleaf USA and jointly
elect a nominee as agreed between the Company and the Investor, and those nominees participate in the supervision of the management of
the business of Curaleaf USA.

 · Explain how your continuing management of Curaleaf USA will be coordinated with the third-party Investor
who holds a 100% voting interest.

Company’s Response:

The Company acknowledges the Staff’s
comment and respectfully advises that the current officers of Curaleaf USA direct the day-to-day operations of the business of Curaleaf
USA. The board of Curaleaf USA is responsible for supervising the officers. In addition, as described above, the Shareholders Agreement
and the Protection Agreement provide for certain consent rights in favor of the Company. In addition to any other approval required by
law, the parties to such agreement have agreed not to, or to cause Curaleaf USA not to, take certain actions without the consent of the
Company. These actions are listed in section 2(b) of the Protection Agreement, a copy of which is enclosed, and include, among other things:

 (a) amend Curaleaf USA’s or its subsidiaries’ constating or similar organizational documents;

 (b) change the size of the Curaleaf USA Board from four (4) members;

 (c) make any material change in