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EMAIL:
SFeldman@olshanlaw.com

DIRECT
DIAL: 212.451.223

February
28, 2020

VIA
EDGAR AND ELECTRONIC MAIL

U.S.
Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attn.: Christopher Edwards, Esq., Office of Life Sciences

    Re:
    Mystic
    Holdings, Inc.

    Amendment
    No. 3 to Offering Statement on Form 1-A

    Filed
    February 10, 2020

    File
    No: 024-11093

Ladies
and Gentlemen:

At
the request of our client Mystic Holdings, Inc., and in response to our telephone call with Christopher Edwards of the SEC staff
on February 26, 2020, we are writing to clarify a threshold issue presented by the staff in its comment letter dated February
24, 2020 (copy attached to email), prior to making an amended filing of the captioned Form 1-A Offering Statement.

In
the SEC comment letter, the staff notes in comments nos. 1, 4 and 5 that “it appears” that certain affiliates
of Mystic Holdings have previously committed to approve the exchange offer and exchange their shares.1

It
is the position of Mystic Holdings that its affiliates (i.e., its existing shareholders) have not, in fact, made such a commitment
to date and, as disclosed in the most recent amendment to the Offering Statement,2 may or may not vote in favor of
the proposed share exchange transaction.

    1
    For
    example, Comment 4 states: “it appears that certain affiliates of the company have committed to approve the exchange
    offer and exchange their shares.” Comment 5 states: “[it] appears that your exchange offer may have commenced
    with the execution of the share exchange agreement, which appears to commit certain affiliates of the company to vote to approve
    the exchange offer and exchange their shares.”

    2
    The
    third paragraph on the cover page of the Offering Circular reads: “No assurance can be given that Share Exchange or
    Canadian Public Offering will be completed. In order to be completed, the Share Exchange must be approved by our stockholders,
    including investors in this offering, by an affirmative vote of the majority of our outstanding shares. No assurance can be
    given that our existing stockholders at the time of such vote will vote in favor of completing the Share Exchange. The Share
    Exchange is subject to various closing conditions, including the approval of Nevada governmental authorities to transfer our
    cannabis licenses; we cannot predict when, or even if, such approval will be granted. If we fail to obtain the requisite stockholder
    and governmental approvals or satisfy any of the other conditions precedent to the Share Exchange, the Share Exchange and
    Canadian Public Offering will not be completed.”

February
28, 2020

Page
2

In
support of Mystic Holdings’ position, we note that Mystic Holdings’ existing shareholders have not, in their capacity
as a shareholder, entered into any separate voting agreement, proxy agreement or other similar shareholders agreement relating
to the proposed share exchange transaction. Nor have any shareholders tendered their shares or provided any consideration to
date in connection with the proposed share exchange transaction.

We
have assumed that the appearance of a commitment made by Mystic Holdings’ affiliates is taken from the terms of the
Share Exchange Agreement filed as Exhibit 6.1 to the Offering Statement. However, no such affiliate commitment is made pursuant
to or reflected in the Share Exchange Agreement. Rather, the Share Exchange Agreement provides that the Mystic Holdings
affiliates will in the future seek to obtain such approvals. To the extent that the drafting in the Share Exchange Agreement
implies that affiliates supported the proposed share exchange transaction, it was purely in their capacity as a director or officer
of Mystic Holdings.

On
point, Section 2.01 of the Share Exchange Agreement provides that TargetCo [Mystic Holdings] has secured . . . the consent of
the TargetCo Shareholders . . . to obtain such approvals [emphasis added].” A fair reading of Section 2.01
indicates only that Mystic Holdings affiliates have agreed to cause Mystic Holdings to take reasonable efforts3 to
obtain shareholder approval of the proposed share exchange transaction.

In
the event Section 2.01 of the Share Exchange Agreement is potentially unclear, Sections 6.01(b) and 6.03(i) of the Share Exchange
Agreement include affirmative covenants for Mystic Holdings to obtain the approval of its shareholders, indicating more clearly
that such approval has not yet been obtained. See also Section 6.01(b), which requires Mystic Holdings to “use commercially
reasonable efforts to obtain, before the Time of Closing, all . . . consents . . . and other approvals from . . . TargetCo Shareholders
. . . as are necessary for the consummation of the transactions contemplated herein.” Further, see Section 6.03(i), which
provides that Mystic Holdings will “obtain TargetCo Shareholders’ Approval of the Transaction.”

Additionally,
Section 3.01(b) of the Share Exchange Agreement provides that receipt of Mystic Holdings shareholder approval is a condition to
the closing of the transaction. Section 3.01(b) specifically provides that “[the] obligations of the Purchaser [Qualcan
Canada] to complete the Transaction are subject to . . . receipt of evidence of the TargetCo Shareholders’ Approval
and any other approval of the TargetCo Shareholders, as applicable.” Inasmuch as no such approval has been made by the Mystic
Holdings affiliates and, therefore, no such approval has been furnished to the Purchaser to date, the Purchaser has not
received evidence of the TargetCo Shareholders’ Approval.

Mystic
Holdings has informed us that, notwithstanding its position with respect to the absence of prior commitments by its affiliates,
it and the Purchaser have agreed to amend Section 2.01 of the Share Exchange Agreement to replace the second sentence thereof
to state that: “For the avoidance of doubt, the TargetCo Shareholders reserve, in their absolute discretion, the right to
vote in favor of or against the consummation of the Transaction.”

Finally, as a policy
matter, we do not see any harm to investors in the Regulation A+ offering based on the issues presented, as Mystic Holdings has
included significant information in the Offering Statement about the proposed share exchange transaction and Qualcan Canada.

    3
    The
    first sentence of Section 2.01 refers to the use of “reasonable efforts . . . to take all other action necessary or
    advisable . . . to approve and adopt this Agreement and the Transaction contemplated herein.”

February
28, 2020

Page
3

As
previously noted by us, Mystic Holdings is anxious to complete this important financing transaction. Mystic Holdings has already revised
certain business statements to comply with Comment 2 of the SEC comment letter and is supplementally providing by email
a copy of its letter of intent with Qualcan Canada in response to Comment 3 of the SEC comment letter.

We
would like to resolve the issues presented by the SEC in its February 24, 2020 comment letter at the earliest possible
time in order for Mystic Holdings to move forward. We would greatly appreciate the staff’s response by Tuesday, March 3,
2020, so that we can promptly make an amended filing.

Please
do not hesitate to contact me or Lorenzo Barracco, the Chief Executive Officer of Mystic Holdings (tel.: (646) 286-9070), if you
have any questions or require any additional materials.

    Very
    truly yours,

    /s/
    Spencer G. Feldman

    Spencer
    G. Feldman

    cc:

    Christopher
    Edwards, Esq.

    Mr.
    Joseph McCann

    Mr.
    Lorenzo Barracco

    Mr. Michael Cristalli