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March 11, 2024
Jeffrey Holman
Chief Executive Officer
Healthy Choice Wellness Corp.
3800 North 28th Way
Hollywood, FL 33020
Re:Healthy Choice Wellness Corp.
Amendment No. 3 to Registration Statement on Form S-1
Filed February 13, 2024
File No. 333-274435
Dear Jeffrey Holman:
            We have reviewed your amended registration statement and have the following
comment(s).
            Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies 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 this letter, we may have additional comments. Unless we note otherwise,
any references to prior comments are to comments in our January 18, 2024 letter.
Amendment No. 3 to Registration Statement on Form S-1 filed February 13, 2024
Cover Page
1.Please disclose on the primary offering cover page that the offering is contingent upon
approval and listing of your Class A common stock on the NYSE American.  Please
revise your disclosure on page 26 where you state that without such approval you "do not
expect" to proceed with the offering to clearly state that without such approval you will
not proceed with the offering.

 FirstName LastNameJeffrey Holman
 Comapany NameHealthy Choice Wellness Corp.
 March 11, 2024 Page 2
 FirstName LastName
Jeffrey Holman
Healthy Choice Wellness Corp.
March 11, 2024
Page 2
Financing, page 25
2.You disclose that pursuant to the Securities Purchase Agreement dated January 18, 2024,
institutional investors have agreed to acquire $1,700,000 of Class A stock in the initial
public offering. Please tell us the terms under which the investors will acquire such shares.
Please also explain how this agreement to purchase in the IPO complies with Section 5 of
the Securities Act.
Capitalization, page 27
3.Please tell us your consideration of giving effect to the issuance of $1.9 million
promissory notes to the institutional investors on January 18, 2024 in the pro forma
column.
4.Please provide us with your calculations that support the transaction adjustments to cash
and cash equivalents and additional paid-in-capital. In this regard, please tell us how you
have reflected the issuance of 188,889 shares of Class A common stock at an assumed
offering price of $10 per share, and the deductions of underwriting discounts and
commissions and estimated expenses of the offering in your adjustments. This comment
also applies to the footnote 4c to your unaudited pro forma condensed combined balance
sheet on page 32.
5.Please remove the underwriter's over-allotment from the capitalization table, dilution
calculation and pro formas.
Dilution, page 28
6.Please provide us with your calculation of the negative “Total Tangible Book
Value/Consideration” associated with the shares purchased by “Note holders and
underwriter upon IPO.” Please tell us how you have reflected the cash proceeds from the
issuance of these shares in your calculation.
Exhibits
7.In the consent filed by Newbridge Securities Corporation filed as Exhibit 23.3, please
revise the consent to include Newbridge's consent to file the valuation report as an exhibit
to the registration statement.
General
8.Please revise the resale prospectus cover page to indicate the price(s) at which the selling
shareholders will offer the shares, such as at prevailing market prices or privately
negotiated prices, to the extent accurate. Please also revise the disclosure stating that your
shares have been approved for listing under the NYSE American exchange and indicate
that you have applied for listing. Please disclose, to the extent accurate, that the resale
offering is contingent on listing approval.

 FirstName LastNameJeffrey Holman
 Comapany NameHealthy Choice Wellness Corp.
 March 11, 2024 Page 3
 FirstName LastName
Jeffrey Holman
Healthy Choice Wellness Corp.
March 11, 2024
Page 3
9.Please provide your analysis as to how you determined there was a completed private
placement for the 188,889 shares registered for resale. It appears that the company has not
yet issued these shares, but instead these are the "Bridge Shares" the company will issue
on the date of pricing of the IPO, and the number of shares issued will depend on the IPO
price. In your analysis please consider the guidance set forth in Questions 134.01 and
139.06 of the Securities Act Sections Compliance and Disclosure Interpretations. Please
also revise the disclosure to describe the transaction in which the selling shareholders
received, or will receive, the shares and the terms of the transaction.
10.Please provide the details of Sabby Volatility Warrant Fund's commitment to purchase
$10 million in Series A stock, which you reference on page Alt-3, including the date of
the agreement to purchase and the terms of the agreement including when Sabby will
purchase such shares.  Please file a copy of any agreement relating to this commitment as
an exhibit to the registration statement.
11.We note that the amount of shares being registered for resale (188,889) assumes an
offering price of $10 per share. Please confirm that in the event the offering price changes
and the number of shares you issue is in excess of 188,889, you will file a new registration
statement to register the additional shares. For guidance, please see Question 213.02 of the
Securities Act Rules Compliance and Disclosure Interpretations.
12.Please have the principal executive officer, principal financial officer, controller or
principal accounting officer and at least a majority of the board of directors sign the
registration statement. See Instruction 1 to Signatures on Form S-1.
13.Please address any comments issued in our comment letter dated March 11, 2024 for the
Form S-1 (File No. 333-275209) to the extent applicable to this registration statement.
14.You state in response to prior comment three that you and the underwriter expect to
engage in "test the water" meetings. Please provide us with supplemental copies of all
written communications, as defined in Rule 405 under the Securities Act, that you, or
anyone authorized to do so on your behalf, have presented or expect to present to potential
investors in reliance on Section 5(d) of the Securities Act, whether or not you retained, or
intend to retain, copies of those communications. Please contact the staff member
associated with the review of this filing to discuss how to submit the materials, if any, to
us for our review.

 FirstName LastNameJeffrey Holman
 Comapany NameHealthy Choice Wellness Corp.
 March 11, 2024 Page 4
 FirstName LastName
Jeffrey Holman
Healthy Choice Wellness Corp.
March 11, 2024
Page 4
            Please contact Suying Li at 202-551-3335 or Joel Parker at 202-551-3651 if you have
questions regarding comments on the financial statements and related matters. Please contact
Scott Anderegg at 202-551-3342 or Erin Jaskot at 202-551-3442 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services