SecProbe.io

February 20, 2020
Benjamin Kovler
Founder, Chairman of the Board and Chief Executive Officer
Green Thumb Industries Inc.
325 West Huron Street, Suite 412
Chicago, IL 60654
Re:Green Thumb Industries Inc.
Amendment No. 1 to Registration Statement on Form 10
Filed February 6, 2020
File No. 000-56132
Dear Mr. Kovler:
            We have reviewed your filing 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 and any amendment you may file in response to these
comments, we may have additional comments.
Amendment No. 1 to Form 10-12G
Overview of the Corporation, page 7
1.We note your response to prior comment 1 and your revised disclosure on page 7.  Please
further revise the page 7 discussion concerning your consumer products/wholesale
business to clarify whether you (i) sell on a wholesale basis the cannabis that you
grow and (ii) internally source the cannabis used to manufacture your consumer
packaged goods.
2.We refer to prior comment 3 and note that your disclosure on page 7 identifies several
product categories, including flowers, pre-rolls, concentrates, vape, capsules, tinctures,
edibles, and topical.  In addition, we refer to comment 1 above concerning whether you
sell cannabis on a wholesale basis.  Accordingly, please revise to provide the product class
disclosure required by Item 101(c)(i) of Regulation S-K or advise.

 FirstName LastNameBenjamin Kovler
 Comapany NameGreen Thumb Industries Inc.
 February 20, 2020 Page 2
 FirstName LastName
Benjamin Kovler
Green Thumb Industries Inc.
February 20, 2020
Page 2
Management's Discussion and Analysis of Financial Condition and Results of Operations
Critical Accounting Estimates
Business Combinations, page 64
3.We acknowledge the information provided in your response to comment 13. However, the
disclosure does not sufficiently explain the key assumptions used to determine the fair
value of your intangible assets for licenses and permits. For example, consider
describing and quantifying the key assumptions used in your cash flow projections.
Item 6. Executive Compensation, page 78
4.Please revise to provide all Item 6 information for the fiscal year ended December 31,
2019.
Integral Associates LLC Combined Financial Statements , page F-78
5.We note your response to comment 23, but since you do not intend to update the financial
statements of the company in the Form 10 prior to its effectiveness, it appears that you
should include the interim financial statements of Integral Associates LLC, required by
Rule 3-05(b)(2) of Regulation S-X, or tell us why the financial statements are not
required.
Unaudited Pro forma Condensed Combined Financial Statements, page PF-1
6.Your response to comment 25 did not address your consideration of Rule 11-02(c)(2)(i) of
Regulation S-X. Please revise to include your pro forma statement of operations for the
nine months ended September 30, 2019, or tell us why the pro forma information is not
required.
            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.
            You may contact Franklin Wyman at 202-551-3660 or Kate Tillan at 202-551-3604 if
you have questions regarding comments on the financial statements and related matters. Please
contact Jeffrey Gabor at 202-551-2544 or Joe McCann at 202-551-6262 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Martin Glass, Esq.