SEC Comment Letter for Green Thumb Industries Inc. (GTBIF) (CIK 0001795139) (GTBIF) — Feb 1, 2021
Green Thumb Industries Inc. (GTBIF) (CIK 0001795139)
Date: Feb. 1, 2021 · CIK: 0001795139 · Accession: 0000000000-21-001214
AI Filing Summary & Sentiment
File numbers found in text: 333-248213
Letter
United States securities and exchange commission logo February 1, 2021 Benjamin Kovler 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 S-1 Filed January 19, 2021 File No. 333-248213 Dear Mr. Kovler: We have reviewed your amended registration statement 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 this letter by amending your registration statement and providing the requested information. If you do not believe our comments apply to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response. After reviewing any amendment to your registration statement and the information you provide in response to these comments, we may have additional comments. Unless we note otherwise, our references to prior comments are to comments in our September 2, 2020 letter. Amendment No. 1 to Registration Statement on Form S-1 Capitalization, page 35 1.We note that you present your cash and cash equivalents and capitalization on a pro forma as adjusted basis to give effect to certain adjustments and to reflect the issuance and sale of Subordinate Voting Shares in the offering at an assumed offering price and after deducting estimated offering expenses. Please revise your disclosure to include a footnote explaining that this reflects the maximum proceeds that may be obtained in the offering. Executive Compensation, page 94 2.Please update your compensation disclosures to provide information for the year ended December 31, 2020.
FirstName LastNameBenjamin Kovler Comapany NameGreen Thumb Industries Inc. February 1, 2021 Page 2 FirstName LastName Benjamin Kovler Green Thumb Industries Inc. February 1, 2021 Page 2 Please contact Deanna Virginio at 202-551-4530 or Celeste Murphy at 202-551-3257 with any other questions. Sincerely, Division of Corporation Finance Office of Life Sciences cc: Martin C. Glass, Esq.
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United States securities and exchange commission logo
February 1, 2021
Benjamin Kovler
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 S-1
Filed January 19, 2021
File No. 333-248213
Dear Mr. Kovler:
We have reviewed your amended registration statement 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 this letter by amending your registration statement and providing the
requested information. If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments. Unless we note
otherwise, our references to prior comments are to comments in our September 2, 2020 letter.
Amendment No. 1 to Registration Statement on Form S-1
Capitalization, page 35
1.We note that you present your cash and cash equivalents and capitalization on a pro forma
as adjusted basis to give effect to certain adjustments and to reflect the issuance and sale
of Subordinate Voting Shares in the offering at an assumed offering price and after
deducting estimated offering expenses. Please revise your disclosure to include a footnote
explaining that this reflects the maximum proceeds that may be obtained in the offering.
Executive Compensation, page 94
2.Please update your compensation disclosures to provide information for the year ended
December 31, 2020.
FirstName LastNameBenjamin Kovler
Comapany NameGreen Thumb Industries Inc.
February 1, 2021 Page 2
FirstName LastName
Benjamin Kovler
Green Thumb Industries Inc.
February 1, 2021
Page 2
Please contact Deanna Virginio at 202-551-4530 or Celeste Murphy at 202-551-3257
with any other questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc: Martin C. Glass, Esq.