SecProbe.io

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 Document January 20, 2026 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Re: Request for Acceleration – Ascend Wellness Holdings, Inc. Registration Statement on Form S-3 (SEC File No. 333-292300) Ladies and Gentlemen: Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, Ascend Wellness Holdings, Inc. (the “Company”), respectfully requests that the Commission accelerate the effectiveness of the above-referenced Registration Statement on Form S-3 (File No. 333-292300), and permit said Registration Statement to become effective at 2:00 p.m. (Eastern Time) on January 22, 2026, or as soon thereafter as practicable. The Company hereby authorizes James Guttman, an attorney with our outside legal counsel, Dorsey & Whitney LLP, to orally modify or withdraw this request for acceleration. Please contact James Guttman of Dorsey & Whitney LLP at (416) 367-7376 with any questions with respect to this request. Sincerely, Ascend Wellness Holdings, Inc. /s/ Roman Nemchenko Roman Nemchenko Chief Financial Officer

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 December 23, 2025

Roman Nemchenko
Chief Financial Officer
Ascend Wellness Holdings, Inc.
44 Whippany Road, Suite 101
Morristown, NJ 07960

 Re: Ascend Wellness Holdings, Inc.
 Registration Statement on Form S-3
 Filed December 19, 2025
 File No. 333-292300
Dear Roman Nemchenko:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
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.

 Please contact Daniel Crawford at 202-551-7767 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Life
Sciences
cc: James Guttman, Esq.
</TEXT>
</DOCUMENT>

United States securities and exchange commission logo
August 25, 2023
Daniel Neville
Chief Financial Officer
Ascend Wellness Holdings, Inc.
1411 Broadway, 16th Floor
New York, NY 10018
Re:Ascend Wellness Holdings, Inc.
Registration Statement on Form S-3
Filed on August 22, 2023
File No. 333-274149
Dear Daniel Neville:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  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.
            Please contact Tamika N. Sheppard at 202-551-8346 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       James Guttman

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August 24, 2023

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Re: Request for Acceleration – Ascend Wellness Holdings, Inc.

 Registration Statement on Form S-3

 (SEC File No. 333-274149)

Ladies and Gentlemen:

Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, Ascend Wellness Holdings, Inc. (the “Company”), respectfully requests that the Commission accelerate the effectiveness of the above-referenced Registration Statement on Form S-3 (File No. 333-274149), and permit said Registration Statement to become effective at 4:30 p.m. (Eastern Time) on August 25, 2023, or as soon thereafter as practicable.

The Company hereby authorizes James Guttman, an attorney with our outside legal counsel, Dorsey & Whitney LLP, to orally modify or withdraw this request for acceleration.

Please contact James Guttman of Dorsey & Whitney LLP at (416) 367-7376 with any questions with respect to this request.

Sincerely,

Ascend Wellness Holdings, Inc.

/s/ Daniel Neville

Daniel Neville

Chief Financial Officer

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December 20, 2022

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C.  20549

Re:    Request for Acceleration – Ascend Wellness Holdings, Inc.

Registration Statement on Form S-3

(SEC File No. 333-268534)

Ladies and Gentlemen:

Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, Ascend Wellness Holdings, Inc. (the “Company”), respectfully requests that the Commission accelerate the effectiveness of the above-referenced Registration Statement on Form S-3 (File No. 333-268534), and permit said Registration Statement to become effective at 4:00 p.m. (Eastern Time) on December 22, 2022, or as soon thereafter as practicable.

The Company hereby authorizes James Guttman, an attorney with our outside legal counsel, Dorsey & Whitney LLP, to orally modify or withdraw this request for acceleration.

Please contact James Guttman of Dorsey & Whitney LLP at (416) 367-7376 with any questions with respect to this request.

Sincerely,

Ascend Wellness Holdings, Inc.

/s/ Daniel Neville

Daniel Neville

Interim Co-Chief Executive Officer and
Chief Financial Officer

United States securities and exchange commission logo
November 28, 2022
Daniel Neville
Interim Co-Chief Executive Officer and Chief Financial Officer
Ascend Wellness Holdings, Inc.
1411 Broadway, 16th Floor
New York, NY 10018
Re:Ascend Wellness Holdings, Inc.
Registration Statement on Form S-3
Filed November 22, 2022
File No. 333-268534
Dear Daniel Neville:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  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.
            Please contact Doris Stacey Gama at 202-551-3188 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       James Guttman, Esq.

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Ascend Wellness Holdings, Inc.

1411 Broadway

16th Floor

New York, NY 10018

April 27, 2021

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C.  20549

Attn:   Ada D. Sarmento

          Mary Beth Breslin

          David Burton

          Al Pavot

Re:         Request for Acceleration – Ascend Wellness Holdings, Inc.

Registration Statement on Form S-1

(SEC File No. 333-254800)

Ladies and Gentlemen:

Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, Ascend Wellness Holdings, Inc. (the “Company”), respectfully requests that the Commission accelerate the effectiveness of the above-referenced Registration Statement on Form S-1 (File No. 333-254800), and permit said Registration Statement to become effective at 4:00 p.m. Eastern Time on April 28, 2021, or as soon thereafter as practicable.

The Company hereby authorizes James Guttman, an attorney with our outside legal counsel, Dorsey & Whitney LLP, to orally modify or withdraw this request for acceleration.

Please contact James Guttman of Dorsey & Whitney LLP at (416) 367-7376 with any questions with respect to this request.

Sincerely,

ASCEND WELLNESS HOLDINGS, INC.

/s/ Daniel Neville

Daniel Neville

Chief Financial Officer

April 27, 2021

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C.  20549

Attn:  Ada D. Sarmento

         Mary Beth Breslin

         David Burton

         Al Pavot

Re:         Request for Acceleration – Ascend Wellness Holdings, Inc.

Registration Statement on Form S-1

(SEC File No. 333-254800)

Ladies and Gentlemen:

In accordance with Rule 461 under the Securities Act of 1933, as amended (the “Act”), we, as the representatives of the several underwriters, hereby join in the request of Ascend Wellness Holdings, Inc. (the “Company”) for acceleration of the effective date of the above-named Registration Statement so that it becomes effective at 4:00 p.m. Eastern Time on April 28, 2021, or as soon thereafter as possible.

Pursuant to Rule 460 under the Act, we, as the representatives of the several underwriters, wish to advise you that we have distributed approximately 150 copies of the Company’s Preliminary Prospectus dated April 15, 2021 through the date hereof, to underwriters, dealers, institutional investors and others.

We, the undersigned, as the representatives of the several underwriters, have complied and will comply, and we have been informed by the participating underwriters that they have complied and will comply, with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

Very truly yours,

CANACCORD GENUITY LLC

Acting severally on behalf of themselves and the several underwriters

 /s/ Jennifer Pardi

Name: Jennifer Pardi

Title: Managing Director

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April 23, 2021

VIA EDGAR

Division of Corporation Finance

Office of Life Sciences

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Attn: David Burton, Al Pavot, Ada D.

Sarmento, and Mary Beth Breslin

Re:      Responses to the Securities and Exchange Commission

Staff Comments dated April 16, 2021, regarding

Ascend Wellness Holdings, LLC

Amendment No. 1 to

Registration Statement on Form S-1

Filed April 15, 2021

File No. 333-254800

Dear Sirs and Madams:

This letter responds to the written comments from the staff (the “Staff”) of the Securities and Exchange Commission (the “SEC”) set forth in the April 16, 2021 letter regarding the above-referenced Amendment No. 1 to the Registration Statement on Form S-1 (File No. 333-254800) (the “Registration Statement”) of Ascend Wellness Holdings, LLC filed on April 15, 2021 with the SEC. For your convenience, the Staff’s comments are included below and we have numbered our responses accordingly. Simultaneously with the transmission of this letter, Ascend Wellness Holdings, Inc. (the “Company”, “we,” “our,” or “us”) is filing via EDGAR Amendment No. 2 to the Form S-1 Registration Statement (the “Amended Form S-1”), responding to the Staff’s comments and including certain other revisions and updates.

Page numbers in the text of the Company’s responses correspond to page numbers in the Amended Form S-1. Please note that capitalized terms used but not otherwise defined in this letter have the meanings ascribed to such terms in the Amended Form S-1.

Our responses are as follows:

Amendment No. 1 to Registration Statement on Form S-1

Corporate Conversion, page 5

April 23, 2021

Page 2

Staff Comment No. 1.

Given the new disclosure about the Reverse Split, please provide pro forma EPS data giving effect to the Reverse Split as well as the other contemporaneous conversion transactions that will take place prior to effectiveness. See Article 11 of Regulation S-X. This pro forma EPS data should be presented in each section of the filing where historical EPS is presented.

Company’s Response:

In response to the Staff’s comment, we have revised the disclosure (i) on pages 11, 59 and F-4 and (ii) in Exhibit 99.7, to provide pro forma EPS data giving effect to the Reverse Split and the other contemporaneous conversion transactions that have taken place.

Net Losses, page 36

Staff Comment No. 2.

Please expand this risk factor to address the $27 million 2021 charge disclosed on page 68.

Company’s Response:

In response to the Staff’s comment, we have revised the relevant risk factor on page 36.

Other Matters, page 67

Staff Comment No. 3.

Please expand this disclosure to quantify the loss expense you expect to recognize in connection with the April 14, 2021 issuance of 10 million AWH common units to settle litigation (page II-3). If material, this loss should also be addressed in the corresponding risk factors on pages 36 and 41 concerning operating losses and litigation. It is not clear whether this litigation was disclosed in your prior filing. Assuming an IPO price of $10/share, it appears that the shares issued in this transaction could be worth $100 million. Consequently, please provide a thorough disclosure in the filing that clearly describes the litigation and how the transaction will be accounted for in your 2021 financial statements. Disclose also whether you expect the loss to be deductible for tax purposes. Further, please discuss this transaction in the Subsequent Event footnote to the financial statements.

April 23, 2021

Page 3

Company’s Response:

In response to the Staff’s comment, we have revised the risk factors on pages 36 and 42. Additionally, we have expanded our disclosure with respect to the litigation and corresponding settlement on pages 70 - 72 and F-39.

The Company continues to complete its analysis of the accounting treatment for purposes of our 2021 financial statements.  We anticipate that the settlement transaction will have two components, with certain value attributed to the future acquisition of the real estate and the remainder attributed to a charge relating to the settlement of the former litigation matter. The Company expects to complete this analysis in connection with the preparation of its second quarter periodic report. We expect that the loss will not be deductible for tax purposes due to the provisions of Internal Revenue Code Section 280E.

We note that the maximum price of $10 per share on the cover page gives effect to the Reverse Split, which occurred on April 22, 2021 prior to the filing of the Amended Form S-1, whereas the shares issued in connection with the settlement of the litigation were issued on April 14, 2021, prior to the Reverse Split. As such, after giving effect to the Reverse Split, 5,024,038 common units were issued in connection with the settlement of the litigation.

We further note that this litigation was previously disclosed (i) in the “Legal Proceedings” section of the Registration Statements previously submitted and filed and (ii) in Note 15 - Commitments and Contingencies, in the notes to our financial statements for the year ended December 31, 2020.

* * * * *

April 23, 2021

Page 4

Thank you for your review of the filing. If you should have any questions regarding this response letter, please do not hesitate to contact the undersigned at (617) 378-2556, or James Guttman of Dorsey & Whitney LLP, our outside legal counsel at (416) 367-7376.

Sincerely,

Ascend Wellness Holdings, LLC

/s/ Daniel Neville

Daniel Neville

Chief Financial Officer

cc:     James Guttman, Dorsey & Whitney LLP

United States securities and exchange commission logo
April 16, 2021
Abner Kurtin
Chair of the Board and Chief Executive Officer
Ascend Wellness Holdings, LLC
1411 Broadway
16th Floor
New York, NY 10018
Re:Ascend Wellness Holdings, LLC
Amendment No. 1 to
Registration Statement on Form S-1
Filed April 15, 2021
File No. 333-254800
Dear Mr. Kurtin:
            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 April 8, 2021 letter.
Amendment No. 1 to Registration Statement on Form S-1
Corporate Conversion, page 5
1.Given the new disclosure about the Reverse Split, please provide pro forma EPS data
giving effect to the Reverse Split as well as the other contemporaneous conversion
transactions that will take place prior to effectiveness. See Article 11 of Regulation S-X.
This pro forma EPS data should be presented in each section of the filing where historical
EPS is presented.

 FirstName LastNameAbner Kurtin
 Comapany NameAscend Wellness Holdings, LLC
 April 16, 2021 Page 2
 FirstName LastName
Abner Kurtin
Ascend Wellness Holdings, LLC
April 16, 2021
Page 2
Net Losses, page 36
2.Please expand this risk factor to address the $27 million 2021 charge disclosed on page
68.
Other Matters, page 67
3.Please expand this disclosure to quantify the loss expense you expect to recognize in
connection with the April 14, 2021 issuance of 10 million AWH common units to settle
litigation (page II-3). If material, this loss should also be addressed in the corresponding
risk factors on pages 36 and 41 concerning operating losses and litigation. It is not clear
whether this litigation was disclosed in your prior filing. Assuming an IPO price of
$10/share, it appears that the shares issued in this transaction could be worth $100 million.
Consequently, please provide a thorough disclosure in the filing that clearly describes the
litigation and how the transaction will be accounted for in your 2021 financial statements.
Disclose also whether you expect the loss to be deductible for tax purposes. Further,
please discuss this transaction in the Subsequent Event footnote to the financial
statements.
            You may contact David Burton at (202) 551-3626 or Al Pavot at (202) 551-3738 if you
have questions regarding comments on the financial statements and related matters.  Please
contact Ada D. Sarmento at (202) 551-3798 or Mary Beth Breslin at (202) 551-3625 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       James B. Guttman, Esq.

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April 15, 2021

VIA EDGAR

Division of Corporation Finance

Office of Life Sciences

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Attn: David Burton, Al Pavot, Ada D.

Sarmento, and Mary Beth Breslin

Re:      Responses to the Securities and Exchange Commission

Staff Comments dated April 8, 2021, regarding

Ascend Wellness Holdings, LLC

Registration Statement on Form S-1

Filed March 29, 2021

File No. 333-254800

Dear Sirs and Madams:

This letter responds to the written comments from the staff (the “Staff”) of the Securities and Exchange Commission (the “SEC”) set forth in the April 8, 2021 letter regarding the above-referenced Registration Statement on Form S-1 (File No. 333-254800) (the “Registration Statement”) of Ascend Wellness Holdings, LLC (the “Company”, “we,” “our,” or “us”) filed on March 29, 2021 with the SEC. For your convenience, the Staff’s comments are included below and we have numbered our responses accordingly. Simultaneously with the transmission of this letter, the Company is filing via EDGAR Amendment No. 1 to the Form S-1 Registration Statement (the “Amended Form S-1”), responding to the Staff’s comments and including certain other revisions and updates.

Page numbers in the text of the Company’s responses correspond to page numbers in the Amended Form S-1. Please note that capitalized terms used but not otherwise defined in this letter have the meanings ascribed to such terms in the Amended Form S-1.

Our responses are as follows:

Registration Statement on Form S-1

Security Risks, page 27

Staff Comment No. 1.

As previously requested, please disclose whether you have been materially impacted by the risks described in this risk factor. We note that the risk factor disclosure was apparently not revised to address this issue.

April 15, 2021

Page 2

Company’s Response:

In response to the Staff’s comment, we have revised the risk factor on page 27 to disclose that the Company has not been materially impacted by the security risks described in the Risk Factors section.

Income Tax Expense, page 62

Staff Comment No. 2.

It remains unclear what specific facts and circumstances changed in 2020 that caused the increase in your tax expense as a percentage of gross profit. Please revise.

Company’s Response:

In response to the Staff’s comment, we have revised the disclosure page 62 to explain the increase in our tax expenses as a percentage of gross profit in 2020.

General

Staff Comment No. 3.

A registration statement is not intended to serve as marketing materials. Therefore, the prominence of the graphics on the five pages between the prospectus cover page and the table of contents is not appropriate because the graphics neither provide nor enhance relevant and meaningful disclosure that investors can use to make an informed investment decision. In particular, the graphics appear to include extensive narrative text and information that repeats information already contained in the Prospectus Summary and Business sections. Further, text in this context should be used only to the extent necessary to explain briefly the visuals in the presentation and should not overwhelm the visual presentation. For guidance, refer to Question 101.02 of Compliance Disclosure of our Securities Act Forms Compliance and Disclosure Interpretations and revise or remove accordingly.

Company’s Response:

In response to the Staff’s comment, we have revised the pages between the prospectus cover page and the table of contents.

* * * * *

April 15, 2021

Page 3

Thank you for your review of the filing. If you should have any questions regarding this response letter, please do not hesitate to contact the undersigned at (617) 378-2556, or James Guttman of Dorsey & Whitney LLP, our outside legal counsel at (416) 367-7376.

 Sincerely,

 Ascend Wellness Holdings, LLC

 /s/ Daniel Neville

 Daniel Neville

 Chief Financial Officer

cc: James Guttman, Dorsey & Whitney LLP

United States securities and exchange commission logo
April 8, 2021
Abner Kurtin
Chair of the Board and Chief Executive Officer
Ascend Wellness Holdings, LLC
1411 Broadway
16th Floor
New York, NY 10018
Re:Ascend Wellness Holdings, LLC
Registration Statement on Form S-1
Filed March 29, 2021
File No. 333-254800
Dear Mr. Kurtin:
            We have reviewed your 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.
Registration Statement on Form S-1
Security Risks, page 27
1.As previously requested, please disclose whether you have been materially impacted by
the risks described in this risk factor. We note that the risk factor disclosure was
apparently not revised to address this issue.
Income Tax Expense, page 62
2.It remains unclear what specific facts and circumstances changed in 2020 that caused the
increase in your tax expense as a percentage of gross profit. Please revise.

 FirstName LastNameAbner Kurtin
 Comapany NameAscend Wellness Holdings, LLC
 April 8, 2021 Page 2
 FirstName LastName
Abner Kurtin
Ascend Wellness Holdings, LLC
April 8, 2021
Page 2
General
3.A registration statement is not intended to serve as marketing materials. Therefore, the
prominence of the graphics on the five pages between the prospectus cover page and the
table of contents is not appropriate because the graphics neither provide nor enhance
relevant and meaningful disclosure that investors can use to make an informed investment
decision. In particular, the graphics appear to include extensive narrative text and
information that repeats information already contained in the Prospectus Summary and
Business sections. Further, text in this context should be used only to the extent necessary
to explain briefly the visuals in the presentation and should not overwhelm the visual
presentation. For guidance, refer to Question 101.02 of Compliance Disclosure of
our Securities Act Forms Compliance and Disclosure Interpretations and revise or remove
accordingly.
            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.
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            You may contact David Burton at 202-551-3626 or Al Pavot at 202-551-3738 if you have
questions regarding comments on the financial statements and related matters.  Please contact
Ada D. Sarmento at 202-551-3798 or Mary Beth Breslin at 202-551-3625 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       James B. Guttman, Esq.

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CONFIDENTIAL

March 26, 2021

CONFIDENTIAL SUBMISSION VIA EDGAR

Division of Corporation Finance

Office of Life Sciences

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Attn: David Burton, Al Pavot, Ada D.

Sarmento, and Mary Beth Breslin

Re:      Responses to the Securities and Exchange Commission

Staff Comments dated March 17, 2021, regarding

Ascend Wellness Holdings, LLC

Amendment No. 1 to Draft Registration Statement on Form S-1

Submitted February 26, 2021

CIK No. 0001756390

Dear Sirs and Madams:

This letter responds to the written comments from the staff (the “Staff”) of the Securities and Exchange Commission (the “SEC”) set forth in the March 17, 2021 letter regarding the above-referenced confidential Amendment No. 1 to the Draft Registration Statement on Form S-1 (the “Registration Statement”) of Ascend Wellness Holdings, LLC (the “Company”, “we,” “our,” or “us”) confidentially submitted on February 26, 2021. For your convenience, the Staff’s comments are included below and we have numbered our responses accordingly. Simultaneously with the transmission of this letter, the Company is filing via EDGAR a Registration Statement on Form S-1 (the “Form S-1”), responding to the Staff’s comments and including certain other revisions and updates.

Page numbers in the text of the Company’s responses correspond to page numbers in the Form S-1. Please note that capitalized terms used but not otherwise defined in this letter have the meanings ascribed to such terms in the Form S-1.

Our responses are as follows:

Amendment No. 1 to Draft Registration Statement on Form S-1

Risk Factors

Our voting control will be concentrated, page 4

Staff Comment No. 1.

We note your response to prior comment 4 and reissue. Please disclose the percentage of outstanding shares that Class B shareholders must maintain to

March 26, 2021

Page 2

continue to control the outcome of matters submitted to shareholders for approval.

Company’s Response:

In response to the Staff’s comment, we note that shares of Class B common stock will only be issued to AGP Partners, LLC, an entity controlled by Abner Kurtin and Frank Perullo. Upon completion of the offering, Mr. Kurtin and Mr. Perullo, as the beneficial owners of all outstanding shares of Class B common stock, when combined with their anticipated Class A common stock holdings, will only control approximately 40-44% of the voting power attached to all of the issued and outstanding shares of our common stock. Therefore, Class B stockholders do not control the outcome of matters submitted to stockholders for approval.

Further, the conversion of Class B common stock, each share of which will entitle holders to a number of votes that remains to be determined, but will be greater than one, into Class A common stock, each share of which will entitle holders to one vote, will dilute the voting power of Mr. Kurtin and Mr. Perullo.

Our certificate of incorporation and bylaws will provide that the Court of Chancery of the State of Delaware, page 15

Staff Comment No. 2.

We note your response to prior comment 6 that your bylaws will include a provision that the federal district courts of the United States of America will be the exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act of 1933, as amended, or the Exchange Act of 1934, as amended. Please reconcile this with your disclosure on page 15 that states the exclusive forum provision would not apply to suits brought to enforce any liability or duty created by the Securities Act or the Exchange Act. Please also revise the Choice of Forum section on page 134 for consistency. Finally, please also revise to disclose the risks or other impacts of this provision on investors, including increased costs to bring a claim and that this provision can discourage claims or limit investors’ ability to bring a claim in a judicial forum that they find favorable, and whether there is any uncertainty about enforceability.

Company’s Response:

In response to the Staff’s comment, we have revised the risk factor on page 15 to 16 and the disclosure in the Choice of Forum section on pages 142 and 143.

Security Risks, page 26

Staff Comment No. 3.

Please disclose whether you have been materially impacted by the risks described herein.

March 26, 2021

Page 3

Company’s Response:

The Company has not been materially impacted by the securities risks described in the Risk Factors section.

Use of Proceeds, page 48

Staff Comment No. 4.

Please revise to provide more information regarding the proposed capital expenditures. Refer to Instruction 2 of Item 504 of Regulation S-K.

Company’s Response:

In response to the Staff’s comment, we have revised the disclosure on page 50 to indicate that approximately $10,000,000 of the proceeds allocated to capital expenditures will primarily be used to complete the build-out of our Lansing, Michigan cultivation facility and $10,000,000 of the proceeds allocated to capital expenditures will primarily be used to complete the build-out of our Athol, Massachusetts cultivation facilities.

MD&A, page 56

Staff Comment No. 5.

Based on the data on page F-22, it appears that approximately 70% of your 2020 net loss is attributable to Ascend Michigan. Please expand your disclosures to identify the specific adverse factors that precipitated the Michigan losses and whether similar operating losses are expected in 2021. Quantify the carrying value of any intangible assets that could be impaired absent an improvement in operating results.

Company’s Response:

In response to the Staff’s comment, we have revised the disclosure on page 62 to include additional explanatory information related to the noted expenses and resulting net loss.

Our net loss attributable to Ascend Michigan during 2020 was approximately $16.7 million. Of this net loss, approximately $7.3 million was attributable to rent and facilities expenses incurred on new store locations that opened during the year and therefore did not have a full year of revenue to cover such costs. In addition, we recognized approximately $6.4 million of amortization of in-place lease intangible assets acquired in late 2019 related to one-year leases that we acquired to expand our operations. As operations continue to expand in Michigan, we do not anticipate significant recurring operating losses related to the expenses noted, as the business is expected to operate at scale and generate revenue sufficient to cover operating expenses.

March 26, 2021

Page 4

Income Tax Expenses, page 59

Staff Comment No. 6.

The increase in tax expense is attributed to the increase in gross profit. Please expand your disclosure to identify the specific reasons why your income tax expense as a percentage of gross profit increased from 20% in 2019 to 30% in 2020.

Company’s Response:

In response to the Staff’s comment, we have expanded the disclosure on page 62 to explain the change in income tax expense from 2019 to 2020.

Interest Expense, page 59

Staff Comment No. 7.

Please expand your disclosure to quantify the average amounts borrowed and the weighted average interest rates on debt each period so readers can understand the impact of both borrowing activity and interest rate changes on your interest expense variance.

Company’s Response:

In response to the Staff’s comment, we have expanded the disclosure on page 62 to quantify the average amounts borrowed and the weighted average interest rates on debt for 2019 and 2020.

Non-GAAP Financial Measures, page 60

Staff Comment No. 8.

For each period presented, please quantify the components of the "Start-up costs" and "Other one-time charges" adjustments so that readers can assess whether these costs are useful in evaluating your operating performance. In addition, please revise the "one-time" characterization for expense items that you reasonably expect to be recurring.

Company’s Response:

In response to the Staff’s comment, we have enhanced the disclosure on page 63 to 64 to clarify the components of “Start-up costs” and “Other one-time charges” (now captured by “Transaction-related and other legal expenses”).

Liquidity, page 61

Staff Comment No. 9.

March 26, 2021

Page 5

Please disclose whether a material amount of your cash balance is not on deposit with banks and credit unions. In this regard, it is not clear the extent to which the risks described on pages 21-22 have had a material impact. In addition, please disclose whether a material portion of your cash balance is restricted for use by the VIE's referenced on page F-22.

Company’s Response:

In response to the Staff’s comment, we have revised the disclosure on page 64 to disclose the percentage of cash and cash equivalents on deposit with banks, credit unions, or other financial institutions to clarify that we have not experienced any material impacts related to the banking restrictions applicable to cannabis businesses described on pages 22 and 23 and to clarify that our cash and cash equivalents are not restricted for use by variable interest entities.

Staff Comment No. 10.

Please disclose the amount of your estimated capital expenditures in 2021. Describe also the material projects that comprise the construction-in-progress balance disclosed on page F-22. See Item 303(b)(1)(ii) of Regulation S-K.

Company’s Response:

In response to the Staff’s comment, we have revised the disclosure on pages 66 and 67 to disclose our estimated capital expenditures in 2021 and to describe the “Construction in progress” balance disclosed on page F-22.

Other Matters, page 63

Staff Comment No. 11.

Please disclose a reasonable estimate of the beneficial conversion feature charge in a pre-effective amendment. If material, the disclosure should also be provided in the operating performance risk factor on page 35 as well as in footnotes to the summarized and selected financial data on pages 10, and 55.

Company’s Response:

In response to the Staff’s comment, we have revised the operating performance risk factor risk factor on page 36 to disclose that we anticipate that the contingent beneficial conversion feature may result in a charge of approximately $27,400,000. The number of shares to be issued in connection with the beneficial conversion feature is not known at this time but will be disclosed in a pre-effective amendment. We note the cross-reference in the summarized and selected financial data sections to Management’s Discussion and Analysis of Financial Condition and Results of Operations where on page 67 the beneficial conversion feature is more fully described.

March 26, 2021

Page 6

Subsequent Transactions, page 64

Staff Comment No. 12.

Please provide a cross-reference to the MedMen financial statements, the pro forma financial statements, and the MD&A disclosures located in Exhibit 99.

Company’s Response:

In response to the Staff’s comment, we have included a cross-reference on page 68 to the MMNY financial statements, the pro forma financial statements and the MD&A disclosures located in Exhibit 99.

Subsequent Transactions

Investments, page 64

Staff Comment No. 13.

We note your disclosure that you entered into an investment agreement with MedMen Enterprises Inc. Please file this agreement as an exhibit or, in the alternative, please tell us why you believe that you are not required to file the agreement. Refer to Item 601(b)(10) of Regulation S-K.

Company’s Response:

In response to the Staff’s comment, we have revised the Exhibit Index and are filing the investment agreement with MedMen Enterprises Inc. as Exhibit 10.22 to the Form S-1.

Established Ascend Brand with Focus on Flagship Retail, page 74

Staff Comment No. 14.

We note your response to prior comment 10. It appears that you are comparing fiscal year 2019 sales per gross square foot across all company-operated stores of certain luxury retailers to fourth quarter 2020 sales per square foot for your 8 retail stores in Illinois. Given the differences between your business and that of retailers to which you compare your Illinois stores, such as Tiffany and Lululemon, as well as differences in the geographic scope of the stores you compare and the nature of the products sold, it does not appear this is an appropriate comparison. Please remove these statements.

Company’s Response:

In response to the Staff’s comment, we have deleted this disclosure.

Index, page F-1

Staff Comment No. 15.

March 26, 2021

Page 7

Please include a cross-reference to the audited and pro forma financial statements located in Exhibit 99.

Company’s Response:

In response to the Staff’s comment, we have included a cross-reference on page F-1 to the audited and pro forma financial statements located in Exhibit 99.

Exhibit 99.7, page II-6

Staff Comment No. 16.

Please provide pro forma EPS data and separately present the impairment expense line item on the pro forma Statement of Operations pursuant to Article 11-02 of Regulation S-X.

Company’s Response:

In response to the Staff’s comment, we have revised the pro forma financial information contained in Exhibit 99.7 to separately present the impairment expense line item and to include pro forma EPS data.

* * * * *

March 26, 2021

Page 8

Thank you for your review of the filing. If you should have any questions regarding the response letter, please do not hesitate to contact the undersigned at (617) 378-2556, or James Guttman of Dorsey & Whitney LLP, our outside legal counsel at (416) 367-7376.

Sincerely,

Ascend Wellness Holdings, LLC

/s/ Daniel Neville

Daniel Neville

Chief Financial Officer

cc:     James Guttman, Dorsey & Whitney LLP

United States securities and exchange commission logo
March 17, 2021
Abner Kurtin
Chair of the Board and Chief Executive Officer
Ascend Wellness Holdings, LLC
1411 Broadway
16th Floor
New York, NY 10018
Re:Ascend Wellness Holdings, LLC
Amendment No. 1 to
Draft Registration Statement on Form S-1
Submitted February 26, 2021
CIK No. 0001756390
Dear Mr. Kurtin:
            We have reviewed your amended draft 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 providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  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 the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Amendment No. 1 to Draft Registration Statement on Form S-1
Risk Factors
Our voting control will be concentrated, page 4
1.We note your response to prior comment 4 and reissue. Please disclose the percentage of
outstanding shares that Class B shareholders must maintain to continue to control the
outcome of matters submitted to shareholders for approval.

 FirstName LastNameAbner Kurtin
 Comapany NameAscend Wellness Holdings, LLC
 March 17, 2021 Page 2
 FirstName LastName
Abner Kurtin
Ascend Wellness Holdings, LLC
March 17, 2021
Page 2
Our certificate of incorporation and bylaws will provide that the Court of Chancery of the State
of Delaware, page 15
2.We note your response to prior comment 6 that your bylaws will include a provision that
the federal district courts of the United States of America will be the exclusive forum for
the resolution of any complaint asserting a cause of action arising under the Securities Act
of 1933, as amended, or the Exchange Act of 1934, as amended. Please reconcile this with
your disclosure on page 15 that states the exclusive forum provision would not apply to
suits brought to enforce any liability or duty created by the Securities Act or the Exchange
Act. Please also revise the Choice of Forum section on page 134 for consistency. Finally,
please also revise to disclose the risks or other impacts of this provision on investors,
including increased costs to bring a claim and that this provision can discourage claims or
limit investors’ ability to bring a claim in a judicial forum that they find favorable, and
whether there is any uncertainty about enforceability.
Security Risks, page 26
3.Please disclose whether you have been materially impacted by the risks described herein.
Use of Proceeds, page 48
4.Please revise to provide more information regarding the proposed capital expenditures.
Refer to Instruction 2 of Item 504 of Regulation S-K.
MD&A, page 56
5.Based on the data on page F-22, it appears that approximately 70% of your 2020 net loss
is attributable to Ascend Michigan. Please expand your disclosures to identify the specific
adverse factors that precipitated the Michigan losses and whether similar operating losses
are expected in 2021. Quantify the carrying value of any intangible assets that could be
impaired absent an improvement in operating results.
Income Tax Expense, page 59
6.The increase in tax expense is attributed to the increase in gross profit. Please expand your
disclosure to identify the specific reasons why your income tax expense as a percentage of
gross profit increased from 20% in 2019 to 30% in 2020.
Interest Expense, page 59
7.Please expand your disclosure to quantify the average amounts borrowed and the
weighted average interest rates on debt each period so readers can understand the impact
of both borrowing activity and interest rate changes on your interest expense variance.

 FirstName LastNameAbner Kurtin
 Comapany NameAscend Wellness Holdings, LLC
 March 17, 2021 Page 3
 FirstName LastName
Abner Kurtin
Ascend Wellness Holdings, LLC
March 17, 2021
Page 3
Non-GAAP Financial Measures, page 60
8.For each period presented, please quantify the components of the "Start-up costs" and
"Other one-time charges" adjustments so that readers can assess whether these costs are
useful in evaluating your operating performance. In addition, please revise the "one-time"
characterization for expense items that you reasonably expect to be recurring.
Liquidity, page 61
9.Please disclose whether a material amount of your cash balance is not on deposit with
banks and credit unions. In this regard, it is not clear the extent to which the risks
described on pages 21-22 have had a material impact. In addition, please disclose whether
a material portion of your cash balance is restricted for use by the VIE's referenced on
page F-22.
10.Please disclose the amount of your estimated capital expenditures in 2021. Describe also
the material projects that comprise the construction-in-progres balance disclosed on page
F-22. See Item 303(b)(1)(ii) of Regulation S-K.
Other Matters, page 63
11.Please disclose a reasonable estimate of the beneficial conversion feature charge in a pre-
effective amendment. If material, the disclosure should also be provided in the operating
performance risk factor on page 35 as well as in footnotes to the summarized and selected
financial data on pages 10, and 55.
Subsequent Transactions, page 64
12.Please provide a cross-reference to the MedMen financial statements, the pro forma
financial statements, and the MD&A disclosures located in Exhibit 99.
Subsequent Transactions
Investments, page 64
13.We note your disclosure that you entered into an investment agreement with MedMen
Enterprises Inc. Please file this agreement as an exhibit or, in the alternative, please tell us
why you believe that you are not required to file the agreement.  Refer to Item 601(b)(10)
of Regulation S-K.
Established Ascend Brand with Focus on Flagship Retail, page 74
14.We note your response to prior comment 10.  It appears that you are comparing fiscal year
2019 sales per gross square foot across all company-operated stores of certain luxury
retailers to fourth quarter 2020 sales per square foot for your 8 retail stores in Illinois.
Given the differences between your business and that of retailers to which you compare
your Illinois stores, such as Tiffany and Lululemon, as well as differences in the
geographic scope of the stores you compare and the nature of the products sold, it does not

 FirstName LastNameAbner Kurtin
 Comapany NameAscend Wellness Holdings, LLC
 March 17, 2021 Page 4
 FirstName LastName
Abner Kurtin
Ascend Wellness Holdings, LLC
March 17, 2021
Page 4
appear this is an appropriate comparison.  Please remove these statements.
Index, page F-1
15.Please include a cross-reference to the audited and pro forma financial statements
located in Exhibit 99.
Exhibit 99.7, page II-6
16.Please provide pro forma EPS data and separately present the impairment expense line
item on the pro forma Statement of Operations pursuant to Article 11-02 of Regulation S-
X.
            You may contact David Burton at 202-551-3626 or Al Pavot at 202-551-3738 if you have
questions regarding comments on the financial statements and related matters.  Please contact
Ada D. Sarmento at 202-551-3798 or Mary Beth Breslin at 202-551-3625 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       James B. Guttman, Esq.

United States securities and exchange commission logo
January 25, 2021
Abner Kurtin
Chair of the Board and Chief Executive Officer
Ascend Wellness Holdings, LLC
1411 Broadway
16th Floor
New York, NY 10018
Re:Ascend Wellness Holdings, LLC
Draft Registration Statement on Form S-1
Submitted December 28, 2020
CIK No. 0001756390
Dear Mr. Kurtin:
            We have reviewed your draft 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 providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  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 the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Draft Registration Statement on Form S-1
Cover Page
1.We note your disclosure here that you intend to list your Class A common stock on the
Canadian Securities Exchange. We also note your disclosure on page 14 that you
anticipate having your shares of Class A common stock trade on the OTC Markets in the
U.S and your disclosure on page 20 that you anticipate trading on over-the-counter
markets in the United States following the completion of this offering. If you intend to
have your shares of Class A common stock quoted on the OTC Markets, please revise the
cover page to state that and to specify on which OTC Market.

 FirstName LastNameAbner Kurtin
 Comapany NameAscend Wellness Holdings, LLC
 January 25, 2021 Page 2
 FirstName LastNameAbner Kurtin
Ascend Wellness Holdings, LLC
January 25, 2021
Page 2
About This Prospectus, page 2
2.We note your disclosure that certain of the industry data presented in the S-1 was derived
from reports commissioned and paid for by the underwriters and prepared by Arcview
Market Research. We also note that it appears that you have attributed certain statements
in the Business section to Arcview Market Research.  Please revise your filing to file a
consent from Arcview Market Research or advise. Please see Securities Act Rule 436 and
Question 233.02 of the Securities Act Rules Compliance and Disclosure Interpretations.
Implications of Being an Emerging Growth Company, page 3
3.Please supplementally provide us with 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,
present to potential investors in reliance on Section 5(d) of the Securities Act, whether or
not they retain copies of the communications.
Our voting control will be concentrated, page 11
4.Please disclose the percentage of outstanding shares that Class B shareholders must
maintain to continue to control the outcome of matters submitted to shareholders for
approval.
Risk Factors, page 11
5.Please revise to comply with Regulation S-K Item 105 by relocating risks that could
generically apply to any registrant or offering to the end of the section under the caption
“General Risk Factors.”
Our certificate of incorporation and bylaws will provide that the Court of Chancery of the State
of Delaware will be the sole and exclusive , page 16
6.Please revise this risk factor to disclose that your exclusive forum provision will not apply
to actions arising under the Securities Act or the Exchange Act as discussed on page 128.
Please also ensure that the exclusive forum provision in your bylaws states this clearly, or
tell us how you will inform investors in future filings that the provision does not apply to
any actions arising under the Securities Act or Exchange Act. Please also revise this risk
factor to disclose that your exclusive forum provision could result in increased costs for
shareholders to bring a claim.
Use of Proceeds, page 48
7.Please disclose whether you expect to use any proceeds to pay the $2 million MSA
termination fee to the CEO's company as referenced on page F-29.
8.We note that you intend to use proceeds for the expansion of your cultivation and
processing facilities, future acquisitions, working capital and general corporate purposes.
Please revise to disclose the approximate amount to be used for each such purpose. Refer

 FirstName LastNameAbner Kurtin
 Comapany NameAscend Wellness Holdings, LLC
 January 25, 2021 Page 3
 FirstName LastNameAbner Kurtin
Ascend Wellness Holdings, LLC
January 25, 2021
Page 3
to Item 504 of Regulation S-K.
Compensation Expense, page 59
9.Please expand your disclosures to quantify the amounts of compensation expense you
classify as cost of goods sold (page F-9) and as G&A so that readers can fully understand
the magnitude of your total compensation expense. Also, please explain how you
distinguish this "compensation expense" line item from the G&A line item. If the
compensation expense line item solely relates to the unallocated portions of your senior
management compensation then that fact should be disclosed.
Business
Established Ascend Brand with Focus on Flagship Retail, page 72
10.Please substantiate your statement that the Ascend retail brand in Illinois is one of the
most recognized brands in the market, serving an average of 2,628 customers on a daily
basis while achieving productivity of approximately $5,496 per square foot, rivaling the
sale productivity of luxury retailers like Apple, Tiffany and Lululemon.
History
Illinois, page 74
11.Please briefly explain what a BLS Region is.
Security Ownership of Certain Beneficial Owners and Management, page 119
12.Please revise your disclosure to identify the natural person or persons who have voting
and investment control of the shares held by One Tower Spire, LLC.
Description of Capital Stock, page 125
13.We note that you refer shareholders to, in part, the applicable provisions of the Delaware
law. It is not appropriate to qualify your disclosure by reference to information that is not
included in the filing or filed as an exhibit. Please revise accordingly.
Note 6 Notes Receivable, page F-17
14.Please expand your disclosures to clearly indicate whether these receivables all relate to
deposits you paid in connection with agreements to acquire specific businesses. If so,
please identify the business to which each receivable relates and disclose whether there
are any conditions that would impair your ability to collect the full amounts outstanding if
the corresponding acquisition is not consummated. Further, please clearly correlate each
receivable with any corresponding acquisition transactions reported in Note 18. Also,
please reconcile the existance of your purchase agreements with the disclosure in the Use
of Proceeds section on page 48 that "we do not have agreements or commitments for any
material acquisitions or investments as of the date of this prospectus".

 FirstName LastNameAbner Kurtin
 Comapany NameAscend Wellness Holdings, LLC
 January 25, 2021 Page 4
 FirstName LastName
Abner Kurtin
Ascend Wellness Holdings, LLC
January 25, 2021
Page 4
Note 8 Variable Interest Entities, page F-18
15.Please clarify why the VIE summarized financial information is characterized as
unaudited given the disclosure requirements of ASC 810-10-50-3. Also, please provide
the disclosures required by ASC 810-50-3.c-d. and ASC 810-50-2AA.
Note 10 Leases, page F-20
16.Please provide us with a comprehensive analysis that supports your determination to use
the 9% weighted average discount rate to measure your lease liabilities. Clearly
demonstrate how your assumptions comply with the corresponding accounting guidance.
In this regard, we note the 14%-20% borrowing rates referenced in Note 11.
Note 11 Debt, page F-23
17.For each convertible instrument, including the real estate preferred units, please clearly
disclose the specific conversion terms pursuant to the original agreements and explain the
accounting impact of any subsequent changes in said terms.
Note 12 Members Equity, page F-24
18.Please disclose in MD&A whether any beneficial conversion feature, including that which
is attached to your real estate preferred units, can reasonably be expected to precipitate a
charge that will adversely impact your operating results upon the conversion referenced
on page 5. Similarly, please address whether a material charge to stock compensation
expense will be recognized upon consummation of the IPO due to accelerated vesting
provisions or other conditions.
Note 13 Equity-Based Compensation Expense, page F-25
19.Please clearly disclose whether each equity incentive unit is convertible into one common
unit. Also, please expand your disclosure in MD&A to clearly explain how you
determined the compensation expense that will be recognized relating to the 19.9
million restricted common units issued in November 2020 (page F-32).
Note 18 Subsequent Events, page F-30
20.For each 2020 and 2021 completed and probable acquisition, please give us your
significance calculations as outlined in Article 3-05 of Regulation S-X.
21.We understand that in December 2020, the member of Ascend Michigan assigned its
interests to Ascend Wellness Holdings, LLC for no consideration. Please disclose in
MD&A the circumstances of this transaction and whether this is an indication that the
Ascend Michigan assets reflected on page F-18 may be impaired. In this regard, we also
note the Michigan breach of contract loss contingency disclosed on page F-32.

 FirstName LastNameAbner Kurtin
 Comapany NameAscend Wellness Holdings, LLC
 January 25, 2021 Page 5
 FirstName LastName
Abner Kurtin
Ascend Wellness Holdings, LLC
January 25, 2021
Page 5
            You may contact David Burton at 202-551-3626 or Al Pavot at 202-551-3738 if you have
questions regarding comments on the financial statements and related matters.  Please contact
Ada D. Sarmento at 202-551-3798 or Mary Beth Breslin at 202-551-3625 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       James B. Guttman, Esq.