SecProbe.io

CORRESP
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 CORRESP

 May 22, 2025
 Via EDGAR United States Securities and Exchange
Commission Division of Corporation Finance Attn: Ms. Lauren
Nguyen and Mr. John Conlon Danberg 100 F Street, N.E.
 Washington, D.C. 20549

 Re:
 Application for Qualification of Indenture Under the Trust Indenture Act of 1939 on Form T-3 (No. 022-29126) of The Cannabist Company Holdings Inc.
 Dear Ms. Nguyen and Mr. Danberg: On behalf of The Cannabist
Company Holdings Inc. (the “Company”), and pursuant to Section 307(c) of the Trust Indenture Act of 1939, as amended, and Rule 461 promulgated under the Securities Act of 1933, as amended, the undersigned hereby requests that the
effective date of the above referenced Application for Qualification of Indenture Under the Trust Indenture Act of 1939 on Form T-3 be accelerated to 5:00 PM, Washington, D.C. time, on May 28, 2025, or as
soon thereafter as practicable. The Cannabist Company Holdings Inc. 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,

 The Cannabist Company Holdings Inc.

 /s/ David Sirolly

 David Sirolly

 Chief Legal Officer and General Counsel

 cc:
 James Guttman, Dorsey & Whitney LLP

CORRESP
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 CORRESP

 JAMES GUTTMAN
 Partner (416) 367-7376 guttman.james@dorsey.com
 May 2, 2025 VIA EDGAR
 U.S. Securities and Exchange Commission Division of Corporation
Finance 100 F Street, N.E. Washington, D.C. 20549
 Attention: Ms. Lauren Nguyen
 Mr. John Conlon Danberg

 Re:
 The Cannabist Company Holdings Inc.
 Application for Qualification of Indenture on Form T-3
 Filed on April 7, 2025 File No. 022-29126
 Dear Ms. Nguyen and Mr. Danberg: On behalf of our
client, The Cannabist Company Holdings Inc., a company subsisting under the laws of the Province of British Columbia (the “ Cannabist ”), as well as on behalf of The Cannabist Company Holdings (Canada) Inc., a company subsisting under
the federal laws of Canada (“ Cannabist Canada ” and together with Cannabist, the “ Companies ”) please find a response to the request of the staff (the “ Staff ”) of the Securities and Exchange
Commission (the “ Commission ”) communicated to us on April 28, 2025 with regard to the Application for Qualification of Indenture on Form T-3 filed by the Companies on April 7, 2025
(the “ Form T-3 ”). Capitalized terms used herein but not otherwise defined herein shall have the respective meanings given such terms in the Management Information Circular filed as exhibit T3E-2 to the Form T-3 (the “ Information Circular ”). Please
provide analysis regarding the U.S. tender offer rules as they relate to the proposed Plan of Arrangement by the Companies pursuant to the Canadian Business Corporations Act.
 Summary of Transaction The Companies are the co-issuers of three series of notes (namely, the 2025 Notes, 2026 Notes and the 2027 Notes (collectively, the “ Senior Notes ”)) issued pursuant to the Existing Indenture (a Canadian law governed
instrument). The holders of the Senior Notes are herein referred to as the “ Senior Noteholders ”. The Companies propose to undertake a
plan of arrangement (the “ Arrangement ”) under Section 192 of the Canada Business Corporations Act (the “ CBCA ”) pursuant to which, among other things (a) all outstanding 2025 Notes and 2026 Notes will be
exchanged, on a dollar-for-dollar basis, for New Senior Notes to be issued under and pursuant to the Amended and Restated
 66 Wellington Street West
| Suite 3400 | Toronto, ON | M5K 1E6 | T (416) 367-7370 | dorsey.com

 U.S. Securities and Exchange Commission
 Division of Corporation Finance May 2, 2025
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Indenture, and (b) all outstanding 2027 Notes will be exchanged, on a dollar-for-dollar basis, at the election
of the holder for either (i) New Senior Notes to be issued under and pursuant to the Amended and Restated Indenture or (ii) New Convertible Notes, to be issued under and pursuant to the Amended and Restated Indenture, as supplemented by
the first supplemental indenture (the “ First Supplemental Indenture ”). The form of Amended and Restated Indenture and First Supplemental Indenture are filed as exhibits T3C-1 and T3C-2, respectively, to the Form T-3. Pursuant to the Arrangement, the Senior Noteholders that receive New Senior Notes will also receive their
 pro-rata share of Cannabist Common Shares. Certain Senior Noteholders that agreed to provide their support to the Arrangement pursuant to the Support Agreement (as defined below) will also receive certain cash
payments as described in the Information Circular. The foregoing transactions (as further described in the Information Circular) to be completed pursuant to the Arrangement are collectively referred to as the “ Transaction ”.
 Under the CBCA, the Arrangement must be approved by Senior Noteholders holding at least 66.67% of the aggregate principal amount of Senior Notes present in
person or by proxy at the Special Meeting (as defined below) and the Ontario Superior Court of Justice (Commercial List) to become effective. In
accordance with the CBCA, the Companies applied to the Ontario Superior Court of Justice (Commercial List) located in Toronto, Canada (the “ Court ”) for an Interim Order which, among other things, authorized the Companies to:
(a) send the Information Circular to Senior Noteholders, and (b) call and hold a special meeting of Senior Noteholders in order for Senior Noteholders to consider and vote on a resolution to approve the Arrangement. On March 28, 2025,
the Court granted the Interim Order, which is attached as Exhibit T3D-2 to the Form T-3.
 On April 29, 2025, the Companies convened a special meeting of Senior Noteholders (the “ Special Meeting ”). Pursuant to the CBCA, the
resolution to approve the Arrangement must be approved by the affirmative vote of at least 66 2 ⁄ 3 % of the votes cast by Senior Noteholders present in person or by
proxy at the Special Meeting. Each Senior Noteholder is entitled to one vote for each U.S.$1.00 of principal amount of Senior Notes held by such Noteholder as of the Record Date. Pursuant to the CBCA, quorum for the Special Meeting is the presence,
in person or by proxy, of Senior Noteholders representing at least 25% of the principal amount of outstanding Senior Notes. Senior Noteholders representing approximately 71% of the aggregate principal amount of Senior Notes executed a support
agreement with the Companies (or joinders thereto) (the “ Support Agreement ”) pursuant to which such Senior Noteholders agreed, among other things, to support the terms of the Transaction and to vote in favor of the Arrangement at
the Special Meeting. 1 At the Special Meeting, Senior Noteholders voted to approve the Arrangement. A
final hearing to seek the Court’s approval of the Arrangement is scheduled for May 12, 2025. The Arrangement is subject to a determination of the Court that the terms and conditions of the Arrangement are fair and reasonable, both
procedurally and substantively, to the Senior

 1
 Support agreements are routinely used in connection with Section 3(a)(10) transactions. Pursuant to Staff
Legal Bulletin No. 3A (CF) (June 18, 2008), the Division has stated that it does not object to the solicitation of security holders’ votes on the transaction before the fairness hearing because the transaction is not effected unless the court
or authorized governmental entity approves it.

 U.S. Securities and Exchange Commission
 Division of Corporation Finance May 2, 2025
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Noteholders. If following the hearing the Arrangement is approved by the Court, the Court will issue a Final Order authorizing the Arrangement. Senior Noteholders have been provided with notice
of, and consistent with the Interim Order will have the right to attend and be heard at, the final hearing. If the Arrangement is approved by the Court, the Arrangement will become binding on all Senior Noteholders (including those who voted no, or
abstained from voting, on the resolution to approve the Arrangement) and the Transaction will be completed such that all Senior Notes will be exchanged for New Notes, Cannabist Common Shares and certain cash payments as described in the Information
Circular. Section 3(a)(10) Analysis The
Companies intend to issue the New Notes and Cannabist intends to issue Common Shares pursuant to Section 3(a)(10) of the Securities Act of 1933, as amended (the “ Securities Act ”). Section 3(a)(10) provides, in relevant
part, an exemption from the registration requirements of the Securities Act for “any security which is issued in exchange for one or more bona fide outstanding securities, claims or property interests, or partly in such exchange and
partly for cash, where the terms and conditions of such issuance and exchange are approved, after a hearing upon the fairness of such terms and conditions at which all persons to whom it is proposed to issue securities in such exchange shall have
the right to appear, by any court, or by any […] other governmental authority expressly authorized by law to grant such approval.” The Commission’s Division of Corporation Finance (the “ Division ”) has provided its
views regarding the Section 3(a)(10) exemption in Staff Legal Bulletin No. 3A (CF) (June 18, 2008) (the “ Bulletin ”), which identifies the specific conditions that must be met before an issuer may rely on the exemption.
 In order to comply with the requirements of Section 3(a)(10), the Arrangement will be subject to approval by the Court upon a determination by the Court
that the terms and conditions of the Arrangement are fair and reasonable, both procedurally and substantively, to the Senior Noteholders. The Court has scheduled a hearing on the Arrangement for May 12, 2025 at 10:00 a.m. (Toronto time). The
Court is expressly authorized by the CBCA to hold the hearing. The Court will be advised by Canadian counsel to the Companies, prior to the hearing, that the Companies will rely upon the registration exemption under Section 3(a)(10), and that
in order for the Companies to rely upon such exemption the Court must approve the fairness of the terms and conditions of the Arrangement. The hearing will be open to all Senior Noteholders, and all Senior Noteholders will have the right to appear
at the hearing and to present evidence or testimony with respect to the fairness of the Arrangement. Measures have been taken pursuant to the Interim Order to provide relevant information and adequate and timely notice of the right to appear to the
Senior Noteholders consistent with the notice typically provided in connection with a plan of arrangement under the CBCA. Such notice is included in the Information Circular which has been provided to the Senior Noteholders 35 days prior to the date
of the hearing. There will be no improper impediment to appearance by all Senior Noteholders at the hearing. Senior Noteholders are required only to provide a notice of appearance as described in the Circular and the Interim Order. 2 A Final Order granted by the Court following the hearing to approve the Arrangement will constitute a basis for the 3(a)(10) exemption and implementation of the Arrangement pursuant to the CBCA.

 2
 The Division has not previously objected to the mere requirement to file a notice of an intention to appear.
For examples of favorable staff responses to no-action requests where the filing of a notice of an intention to appear was required, see ICICI Bank Ltd. (Dec. 13,
2001); Digicon Inc. (Aug. 19, 1996); Canadian Pacific Ltd. (June 26, 1996) and IMH Financial Corporation ( July 17, 2013).

 U.S. Securities and Exchange Commission
 Division of Corporation Finance May 2, 2025
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 There is no right for dissenting or abstaining Senior Noteholders to opt out or exclude themselves from the
Transaction. If the Court issues a Final Order with respect to the Arrangement, all outstanding Senior Notes will be exchanged for New Notes, Cannabist Common Shares and certain cash payments as described in the Information Circular.
 Please see the Information Circular for additional information regarding the above Section 3(a)(10) analysis.
 Tender Offer Considerations Sections 14(d) and 14(e) of
the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder, including Regulations 14D and 14E and Rule 13e-4, govern issuer tender offers, including disclosure
requirements and procedures with respect thereto. The provisions of Regulations 14D and14E (with respect to all tender offers) and Rule 13e-4 (with respect to issuer tender offers for equity securities,
including convertible notes) are intended to prevent fraudulent, deceptive, or manipulative acts in connection with tender offers, principally the time pressure and inadequate disclosures present in coercive tender offers. We note that Cannabist is
an “issuer” within the meaning Rule 13e-4(a)(l) of the Exchange Act because it is a reporting company under Section 12. Since the Transaction is an exchange of Senior Notes for New Notes, the
SEC has asked that we provide an analysis of whether the Arrangement constitutes an issuer tender offer. It is our view that the Arrangement is not an
issuer tender offer subject to Regulations 14D and 14E and Rule 13e-4, as applicable. We reached this conclusion based on our analysis of the factors expressed in Wellman v. Dickenson , 475 F. Supp. 783
(S.D.N.Y. 1979), and applied in subsequent cases by the Commission and its Staff in determining what constitutes a tender offer. The Arrangement is a Canadian corporate level transaction that rises or falls as to all Senior Notes collectively, and
is not an offer that may be accepted or rejected as to each individual Senior Noteholder as would typically be the case in an issuer tender offer. As a precursor to the Court’s fairness hearing, Senior Noteholders voted on a resolution to
approve the Arrangement, and the CBCA permits the resolution to be approved by Senior Noteholders holding 66 2 ⁄ 3 % of the aggregate principal amount of Senior Notes
present in person or by proxy at the Special Meeting. In addition, prior to approving the Arrangement, the Court, in looking out for the interests of the Senior Noteholders, must independently determine that the terms and conditions of the
Arrangement are fair and reasonable after a Court hearing at which all Senior Noteholders have a right to attend and be heard. If the Arrangement is approved by the Court, the Arrangement will become binding on all Senior Noteholders (including
those who voted against, or abstained from voting, on the resolution to approve the Arrangement) and all Senior Notes will be exchanged for New Notes, Cannabist Common Shares and certain cash payments as described in the Information Circular. In
that the Arrangement is a corporate level transaction, there is no opportunity for Senior Noteholders to act independently to reject the Transaction and retain their Senior Notes.

 U.S. Securities and Exchange Commission
 Division of Corporation Finance May 2, 2025
 Page
 5

 The terms of the Arrangement have been fully disclosed to the Senior Noteholders pursuant to the Information
Circular. In addition, the Senior Noteholders will benefit from the procedural protections provided by the Court’s Interim Order, including procedures for providing notice of the Special Meeting, procedures for providing notice of amendments to
the Arrangement or Information Circular, procedures for Senior Noteholders to revoke their voting instructions prior to the Special Meeting, and timing requirements for delivering the Information Circular to Senior Noteholders. In accordance with
the CBCA, the Information Circular was provided to the Senior Noteholders at least 21 days in advance of the Special Meeting and will have been provided to the Senior Noteholders at least 35 days in advance of the Court hearing. These procedural
requirements are substantially similar to the requirements of Regulations 14D and 14E and Rule 13e-4. Based on
the totality of circumstances, it is our view that the Arrangement is not an issuer tender offer. Further, satisfaction of the Section 3(a)(10) requirements and the CBCA requirements provides significant protection for Senior Noteholders in
terms of disclosures and protective procedures. There is no risk that Senior Noteholders will lack the information needed to make an informed decision in deciding whether to vote to approve the Arrangement or participate in the Court hearing. In
addition, the active involvement of the Court in the Arrangement is atypical of transactions recognized to constitute a tender offer and provides a level of protection to Senior Noteholders at least equivalent to the provisions of Regulations 14D
and 14E and Rule 13e-4. An analysis of the factors set forth in the Wellman case demonstrates that the Arrangement should not be viewed as a tender offer. The Wellman case provides an analysis of the following
factors to determine whether an offering is a tender offer:

 •

 Active and widespread solicitation of public security holders;

 •

 Solicitation for a substantial percentage of the outstanding securities;

 •

 Offer to purchase made at a premiu

CORRESP
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CORRESP

 April 12, 2024

VIA EDGAR

 Division of Corporation Finance

Office of Industrial Applications and Services

 Securities and
Exchange Commission

 100 F Street, N.E.

 Washington, D.C.
20549

 Attn: Benjamin Richie

Re:
 Request for Acceleration – The Cannabist Company Holdings Inc.

Registration Statement on Form S-3

File No. 333-278472

Ladies and Gentlemen:

 Pursuant to Rule 461
promulgated under the Securities Act of 1933, as amended, The Cannabist Company Holdings Inc. (the “Company”), respectfully requests that the U.S. Securities and Exchange Commission accelerate the effectiveness of the
above-referenced Registration Statement on Form S-3 (the “Registration Statement”) and permit said Registration Statement to become effective at 4:30 p.m. (Eastern Time) on April 15,
2024, 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.

 The Company further requests that it be
notified of such effectiveness by a telephone call to James Guttman at (416) 367-7376.

Sincerely,

The Cannabist Company Holdings Inc.

 /s/ David Sirolly

 David Sirolly

 Chief Legal Officer and General
Counsel

United States securities and exchange commission logo
April 11, 2024
David Watson
Chief Legal Officer
The Cannabist Company Holdings Inc.
680 Fifth Ave., 24th Floor
New York, NY 10019
Re:The Cannabist Company Holdings Inc.
Registration Statement on Form S-3
Filed April 2, 2024
File No. 333-278472
Dear David Watson:
            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 Benjamin Richie at 202-551-7857 with any questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services
cc:       James Guttman

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CORRESP

 December 5, 2023

VIA EDGAR

 Division of Corporation Finance

Office of Industrial Applications and Services

 Securities and
Exchange Commission

 100 F Street, N.E.

 Washington, D.C.
20549

 Attn: Conlon Danberg

Re:

Request for Acceleration – The Cannabist Company Holdings Inc.

Registration Statement on Form S-3

File No. 333-275821

 Ladies and Gentlemen:

Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, The Cannabist Company Holdings Inc. (the
“Company”), respectfully requests that the U.S. Securities and Exchange Commission accelerate the effectiveness of the above-referenced Registration Statement on Form S-3 (the
“Registration Statement”) and permit said Registration Statement to become effective at 10:00 a.m. (Eastern Time) on December 8, 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.

 The Company further requests that it be notified of such effectiveness by a telephone call to
James Guttman at (416) 367-7376.

 Sincerely,

The Cannabist Company Holdings Inc.

 /s/ David Sirolly

 David Sirolly

 Chief Legal Officer and General
Counsel

United States securities and exchange commission logo
December 5, 2023
Nicholas Vita
Chief Executive Officer
The Cannabist Company Holdings Inc.
680 Fifth Ave., 24th Floor
New York, New York 10019
Re:The Cannabist Company Holdings Inc.
Registration Statement on Form S-3
Filed November 30, 2023
File No. 333-275821
Dear Nicholas Vita:
            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 Conlon Danberg at 202-551-4466 with any questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services
cc:       James Guttman, Esq.

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CORRESP

 October 24, 2023

VIA EDGAR

 Division of Corporation Finance

Office of Industrial Applications and Services

 Securities and
Exchange Commission

 100 F Street, N.E.

 Washington, D.C.
20549

 Attn: Juan Grana

Re:
 The Cannabist Company Holdings Inc.

Acceleration Request for Registration Statement on Form S-1

File No. 333-275061

Ladies and Gentlemen:

 Pursuant to Rule 461
under the Securities Act of 1933, as amended, The Cannabist Company Holdings Inc. (the “Company”) hereby respectfully requests that the U.S. Securities and Exchange Commission accelerate the effective date and time of the above
referenced Registration Statement on Form S-1 (the “Registration Statement”) and declare the Registration Statement effective as of 5:00 p.m. Eastern Time on October 26, 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.

 The Company further requests that it be notified of such
effectiveness by a telephone call to James Guttman at (416) 367-7376.

 Sincerely,

 The Cannabist Company
Holdings Inc.

/s/ David Sirolly

 David Sirolly

 Chief Legal Officer and General
Counsel

United States securities and exchange commission logo
October 23, 2023
David C. Sirolly
Chief Legal Officer & General Counsel
The Cannabist Company Holdings Inc.
680 Fifth Ave., 24th Floor
New York, New York 10019
Re:The Cannabist Company Holdings Inc.
Registration Statement on Form S-1
Filed October 17, 2023
File No. 333-275061
Dear David C. Sirolly:
            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 Juan Grana at 202-551-6034 with any questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services
cc:       James Guttman, Esq.

United States securities and exchange commission logo
June 16, 2022
Nicholas Vita
Chief Executive Officer
Columbia Care Inc.
680 Fifth Ave., 24th Floor
New York, New York 10019
Re:Columbia Care Inc.
Preliminary Revised Proxy Statement on Schedule 14A
Response dated June 3, 2022
File No. 000-56294
Dear Mr. Vita:
            We have completed our review of your filing.  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.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       James Guttman, Esq.

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CORRESP

 June 3, 2022

VIA EDGAR

 Division of Corporation Finance

Office of Life Sciences

 Securities and Exchange Commission

100 F Street, N.E.

 Washington, D.C. 20549

Attn: Jordan Nimitz and Chris Edwards

Re:
 Responses to the Securities and Exchange Commission

 Staff Comments dated June 2, 2022, regarding Columbia Care Inc.

 Preliminary Revised Proxy Statement on Schedule 14A

 Filed May 24, 2022

 File No. 000-56294

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 June 2, 2022 letter regarding the above-referenced Preliminary Revised Proxy Statement on Schedule
14A (File No. 000-56294) (the “Preliminary Proxy Statement”) of Columbia Care Inc. (the “Company”, “Columbia Care” “we,” or
“our,”) filed on May 24, 2022 with the SEC.

 For your convenience, the Staff’s comments are included below, and we have
numbered our responses accordingly.

 Our responses are as follows:

Preliminary Revised Proxy Statement on Schedule 14A filed May 24, 2022

General

 Staff Comment No. 1.

We note your response to prior comment 2. Please elaborate on your analysis as to how the transaction fits within the exception set out in
Rule 13e-3(g)(2), in particular with respect to satisfaction of the condition set out in Rule 13e-3(g)(2)(i). Specifically, please address in greater detail why the
Cresco SV Shares (classified as “subordinate voting” shares) should be considered to possess “substantially the same” voting rights as both the Columbia Care Shares and the Columbia Care PV Shares. In addition, please provide us
with a numerical estimate of the anticipated aggregate value of the cash-out of fractional shares.

 June 3, 2022

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 2

 Company’s Response:

For the reasons set forth below, Columbia Care has concluded the Cresco SV Shares (classified as “subordinate voting”
shares) should be considered to possess “substantially the same” voting rights as both the Columbia Care Shares and the Columbia Care PV Shares.

Subordinate Voting Shares are “Common Shares”

When Canadian publicly-listed corporations have multi-class or multiple voting share structures, the “common share”
class is typically referred to as “subordinate voting shares”. For example, Cresco is authorized to issue an unlimited number of subordinate voting shares (the “Cresco SV Shares”), an unlimited number of Proportionate
Voting Shares and an unlimited number of non-participating Super Voting Shares. Columbia Care has two outstanding classes of shares, the Columbia Care common shares (the “Columbia Care
Shares”) and the Proportionate Voting Shares (the “Columbia Care PV Shares” and together with the Columbia Care Shares, the “Equity Shares”). Columbia Care received exemptive relief in order to name the
Columbia Care Shares “common shares.” Absent this exemptive relief, because of the existence of the Columbia Care PV Shares, the Columbia Care Shares would have been called “subordinate voting shares” just like the Cresco SV
Shares.

 As we noted in our prior response letter, holders of each of the Cresco SV Shares and the Columbia Care Shares are
entitled to notice of and to attend at any meeting of the shareholders of Cresco or Columbia Care, respectively, except a meeting of which only holders of another particular class or series of shares of such company will have the right to vote.
Holders of Cresco SV Shares and the Columbia Care Shares are each entitled to one vote in respect of each share held.

 As
previously mentioned, the Arrangement contemplates that each Columbia Care PV Share will, without any further action by or on behalf of any holder of Columbia Care PV Share, be deemed to be converted by the holder thereof for 100 Columbia Care
Shares per Columbia Care PV Share in accordance with the terms of the Columbia Care PV Shares prior to the effective time.

The Arrangement calls for the exchange of the Columbia Care Shares for Cresco SV Shares. As both of these classes are
“common shares”, we believe the condition set out in Rule 13e-3(g)(2)(i) (“this requirement shall be deemed to be satisfied if unaffiliated security holders are offered common
stock”) is satisfied.

 Columbia Care Shares and Columbia Care PV Shares

The holders of the Columbia Care Shares and the Columbia Care PV Shares have the same rights and obligations, and no holder of
Equity Shares is entitled to any privilege, priority or preference in relation to any other such holder, subject to the following:

1.
 The Columbia Care Shares may at any time, at the option of the holder thereof and with the consent of Columbia
Care, be converted into Columbia Care PV Shares on the basis of one (1) Columbia Care Share for one one-hundredth (0.01) of a Columbia Care PV Share.

 June 3, 2022

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 3

2.
 The Columbia Care PV Shares may at any time, at the option of the holder thereof, be converted into Columbia
Care Shares on the basis of one hundred (100) Columbia Care Shares for one (1) Columbia Care PV Share, with fractional Columbia Care PV Shares convertible into Columbia Care Shares on the same ratio. If the board of directors of the
Columbia Care (the “Board”) determines that it is no longer advisable to maintain the Columbia Care PV Shares as a separate class of shares, then the Columbia Care PV Shares shall be converted into Columbia Care Shares on the basis
of one hundred (100) Columbia Care Shares for one (1) Columbia Care PV Share, with fractional Columbia Care PV Shares convertible into Columbia Care Shares on the same ratio.

3.
 Subject to the preferences accorded to the holders of the Preferred Shares (of which none are outstanding),
each Columbia Care PV Share is entitled to dividends if, as and when dividends are declared by the Board, with each Columbia Care PV Share being entitled to one hundred (100) times the amount paid or distributed per Columbia Care Share (or, if
a stock dividend is declared, each Columbia Care PV Share shall be entitled to receive the same number of Columbia Care PV Shares per Columbia Care PV Share as the number of Columbia Care Shares entitled to be received per Columbia Care Share), and
fractional Columbia Care PV Shares will be entitled to the applicable fraction thereof, and otherwise without preference or distinction among or between the Equity Shares.

4.
 Subject to the preferences accorded to the holders of the Preferred Shares (of which none are outstanding), in
the event of the liquidation, dissolution or winding-up of Columbia Care, the holders of Equity Shares are entitled to participate in the distribution of the remaining property and assets of the Columbia Care,
with each Columbia Care PV Share being entitled to one hundred (100) times the amount distributed per Columbia Care Share and fractional Columbia Care PV Shares will be entitled to the applicable fraction thereof, and otherwise without
preference or distinction among or between the Equity Shares.

5.
 The holders of the Equity Shares are entitled to receive notice of, attend and vote at any meeting of
shareholders of the Columbia Care, except those meetings at which holders of a specific class of shares are entitled to vote separately as a class under the Business Corporations Act (British Columbia).

6.
 The Columbia Care Shares will carry one (1) vote per share and the Columbia Care PV Shares will carry one
hundred (100) votes per share. Fractional Columbia Care PV Shares will be entitled to the number of votes calculated by multiplying the fraction by one hundred (100).

7.
 The rights, privileges, conditions and restrictions attaching to the Equity Shares may be modified if the
amendment is authorized by not less than 662⁄3% of the votes cast at a meeting of holders of the Equity Shares duly held for that purpose. However, if the holders
of Columbia Care PV Shares, as a class, or the holders of Columbia Care Shares, as a class, are to be affected in a manner materially different from such other class of Equity Shares, the amendment must, in addition, be authorized by not less than
662⁄3% of the votes cast at a meeting of the holders of the class of shares which is affected differently.

 June 3, 2022

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 4

8.
 No subdivision or consolidation of the Columbia Care Shares or Columbia Care PV Shares may be carried out
unless, at the same time, the shares of the other class are subdivided or consolidated in the same manner and on the same basis, so as to preserve the relative rights of the holders of each such class of Equity Shares.

By their terms, the Columbia Care PV Shares and Columbia Care Shares were intended to be identical, but for the proportionate
(a) voting rights, (b) dividend rights, (c) participation rights on liquidation, dissolution or winding-up, and (d) conversion privileges, as outlined above.

For accounting purposes, there is no distinction between the Columbia Care Shares and Columbia Care PV Shares, which are
treated as if they were shares of one class only. All Equity Shares are treated as Common Share capital and presented in the aggregate in shareholders’ equity as share capital on the Columbia Care’s consolidated statement of financial
position.

 The voting power of the Columbia Care Shares, relative to the dividend, distribution and liquidation
entitlements of the Columbia Care Shares is proportionate to the voting power of the Columbia Care PV Shares, relative to the dividend, distribution and liquidation entitlements of the Columbia Care PV Shares.

Fractional Shares

 Set
forth below is the information requested by the Staff with respect to the cash disposition of fractional interests in connection with the Arrangement:

•

 As of May 10, 2022, based on information provided by Columbia Care’s transfer agent, there were
approximately 33,000 record and beneficial holders of Columbia Care Shares and Columbia Care PV Shares. We expect that a substantial majority, and likely all, of these record holders would receive cash in lieu of fractional shares because the
exchange ratio is calculated out to four decimal points.

•

 Pursuant to the terms of the Arrangement Agreement, the amount of cash to be paid in respect of fractional shares
will be CAD$7.4296, which was based on the ten-day volume weighted average price of Cresco Labs SV Shares on the Canadian Securities Exchange ending on the day preceding the date of the Arrangement Agreement.
However, based upon the information provided by Columbia Care’s transfer agent regarding the record and beneficial holders of Columbia Care Shares and Columbia Care PV Shares on May 10, 2022, we estimate that the aggregate amount of cash
to be paid to record holders in lieu of fractional shares in the arrangement is approximately CAD$123,000.

•

 No record holders of Columbia Care Shares would be cashed out of their entire investment in Columbia Care Shares
after giving effect to the receipt of cash in lieu of fractional shares. Based on the information available regarding beneficial shareholders, ten beneficial shareholders have only one Columbia Care Share and would be cashed out in the Arrangement;
however, there may be other beneficial shareholders holding only one Columbia Care Share that we are not aware of.

 June 3, 2022

 Page
 5

 For the reasons set forth below, we respectfully submit that the merger is
within the intended scope of Rule 13e-3(g)(2) and therefore exempt from the application of Rule 13e-3.

Pursuant to the arrangement, each holder of Columbia Care Shares (including former holders of Columbia Care PV Shares which
have been converted into Columbia Care Shares) will receive 0.5579 of a Cresco SV Share for each Columbia Care Share. As indicated by the figures above, the cash that is expected to be paid in lieu of fractional shares represents a de
minimis amount (approximately 0.0115%) of the total consideration in the arrangement. Except for the payment of a de minimis amount of cash in lieu of fractional shares, all the consideration will consist of Cresco Labs SV
Shares, which is a class of equity security that both trades on a liquid market and satisfies the conditions in Rule 13e-3(g)(2)(i) and (ii) (i.e., the offered equity security has substantially the same rights
as the equity security which is the subject of the Rule 13e-3 transaction and the offered equity security is registered pursuant to Section 12 of the Securities Exchange Act of 1934, as amended). The
Columbia Care equity is not listed on a national securities exchange so the requirement in Rule 13e-3(g)(2)(iii) is not applicable.

Based on the foregoing, Columbia Care contends the Arrangement is within the intended scope of Rule 13e-3(g)(2) and therefore is exempt from the application of Rule 13e-3.

* * * * *

 June 3, 2022

 Page
 6

 Thank you for your review of the filing. If you should have any questions regarding this response letter or
desire any additional information, please do not hesitate to contact the undersigned at (640) 200-0619, or James Guttman of Dorsey & Whitney LLP, our outside legal counsel at (416) 367-7376.

 Sincerely,

 Columbia Care Inc.

/s/ David Sirolly

 David Sirolly

 Chief Legal Officer and General
Counsel

cc:
 James Guttman, Dorsey & Whitney LLP

United States securities and exchange commission logo
June 2, 2022
Nicholas Vita
Chief Executive Officer
Columbia Care Inc.
680 Fifth Ave., 24th Floor
New York, New York 10019
Re:Columbia Care Inc.
Preliminary Revised Proxy Statement on Schedule 14A
Filed May 24, 2022
File No. 000-56294
Dear Mr. Vita:
            We have reviewed your filing and have the following comment.  In our comment, we
may ask you to provide us with information so we may better understand your disclosure.
            Please respond to this comment 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
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this comment, we may have additional comments.
Preliminary Revised Proxy Statement on Schedule 14A filed May 24, 2022
General
1.We note your response to prior comment 2.  Please elaborate on your analysis as to how
the transaction fits within the exception set out in Rule 13e-3(g)(2), in particular with
respect to satisfaction of the condition set out in Rule 13e-3(g)(2)(i).  Specifically, please
address in greater detail why the Cresco SV Shares (classified as “subordinate voting”
shares) should be considered to possess “substantially the same” voting rights as both the
Columbia Care Shares and the Columbia Care PV Shares.  In addition, please provide us
with a numerical estimate of the anticipated aggregate value of the cash-out of fractional
shares
            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.

 FirstName LastNameNicholas Vita
 Comapany NameColumbia Care Inc.
 June 2, 2022 Page 2
 FirstName LastName
Nicholas Vita
Columbia Care Inc.
June 2, 2022
Page 2

            You may contact Jordan Nimitz at 202-551-5831 or Christopher Edwards at 202-551-
6761 if you have questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences

CORRESP
1
filename1.htm

CORRESP

 May 24, 2022

VIA EDGAR

 Division of Corporation Finance

Office of Life Sciences

 Securities and Exchange Commission

100 F Street, N.E.

 Washington, D.C. 20549

Attn: Jordan Nimitz and Chris Edwards

 Re:
Responses to the Securities and Exchange Commission

 Staff Comments dated May 18, 2022, regarding

Columbia Care Inc.

Preliminary Proxy Statement on Schedule 14A

Filed May 2, 2022

File No. 000-56294

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 May 18, 2022 letter regarding the above-referenced Preliminary Proxy Statement on Schedule 14A (File No. 000-56294) (the “Preliminary Proxy Statement”) of Columbia Care Inc. (the “Company”, “Columbia Care” “we,” or “our,”)
filed on May 2, 2022 with the SEC. The Company intends to file an amendment to the Preliminary Proxy Statement responding to the Staff’s comment 1 and including certain other revisions and updates at a later date.

For your convenience, the Staff’s comments are included below, and we have numbered our responses accordingly.

Our responses are as follows:

 Preliminary Proxy Statement
on Schedule 14A filed May 2, 2022

 Background to the Arrangement, page 22

Staff Comment No. 1.

 We note
that Columbia Care’s representatives and Cresco Labs’s representatives engaged in a series of negotiations. Please describe in greater detail the nature and

 May 24, 2022

 Page
 2

substance of the deliberations conducted at the meetings, including the specific matters discussed and the conclusions reached. Your disclosures should explain how the material terms changed
during the course of the negotiations. For example, please provide the following:

•

 Describe each meeting between the parties and identify the individuals present at each meeting and the issues
discussed and conclusions reached at those meetings.

•

 Describe how the parties came to an expectation that Cresco was prepared to offer 0.5579 of a Cresco Share for
each Columbia Care Share.

•

 Describe the substance of the conversations regarding the draft Arrangement Agreement.

•

 Identify the members of the Columbia Care Special Committee.

Company’s Response:

 In response to the
Staff’s comment, we intend to file an amendment to the Preliminary Proxy Statement that includes additional disclosure.

 General

Staff Comment No. 2.

 We note that
your CEO Mr. Nicholas Vita will continue to serve in a senior management capacity following the merger’s closing after receiving substantial cash and equity compensation as part of employment agreement and that two other individuals
nominated by Columbia Care will be appointed to the Cresco Board. Please provide an analysis of whether Rule 13e-3 applies to the transaction and whether, as a result of such arrangements, Cresco Labs is an
affiliate of yours engaged in a going private transaction. Please refer to Exchange Act Rule 13e-3(a) and Compliance & Disclosure Interpretations 201.05 for guidance available at http://www.sec.gov/divisions/corpfin/guidance/13e-3-interps.htm.

Company’s Response:

 For the reasons set
forth below, Columbia Care has concluded compliance with Rule 13e-3 (“Rule 13e-3”) under the Securities Exchange Act of 1934, as amended (the
“Exchange Act”), is not required with respect to the Arrangement by virtue of the Arrangement qualifying for the exemption in paragraph (g)(2) of Rule 13e-3. This exemption applies to any Rule
13e-3 transaction in which security holders “are offered or receive only an equity security,” provided that three conditions are met:

(i)
 the offered equity security (i.e., in the case of the Arrangement, the subordinate voting shares of Cresco Labs
(the “Cresco SV Shares”)) has substantially the

 May 24, 2022

 Page
 3

same rights as the equity security which is the subject of the Rule 13e-3 transaction (i.e., in the case of the Arrangement, the outstanding common shares
of Columbia Care (the “Columbia Care Shares”)), including, but not limited to, voting, dividends, redemption and liquidation rights (a requirement that is deemed to be satisfied if the offered security is common stock);

(ii)
 the offered equity security is registered pursuant to Section 12 of the Exchange Act or reports are
required to be filed by the issuer thereof pursuant to Section 15(d) of the Exchange Act; and

(iii)
 if the subject security is an exchange listed or quoted security, the offered equity security is similarly
either listed or quoted.

 Description of Columbia Care Classes of Shares and Treatment under the
Arrangement. Columbia Care has two outstanding classes of shares, the Columbia Care Shares and the Proportionate Voting Shares (the “Columbia Care PV Shares”). Generally, except as described below, the Columbia Care Shares and
the Columbia Care PV Shares have the same rights, are equal in all respects and are treated by Columbia Care as if they were shares of one class only. Columbia Care PV Shares, including fractions thereof, may at any time, subject to certain
conditions, at the option of the holder, be converted into Columbia Care Shares at a ratio of 100 Columbia Care Shares per Columbia Care PV Share with fractional Columbia Care PV Shares convertible into Columbia Care Shares at the same ratio.
Further, the Columbia Care Board of Directors may determine that it is no longer advisable to maintain the Columbia Care PV Shares as a separate class of shares and may cause all of the issued and outstanding Columbia Care PV Shares to be converted
into Columbia Care Shares at a ratio of 100 Columbia Care Shares per Columbia Care PV Share with fractional Columbia Care PV Share convertible into Columbia Care Shares at the same ratio and the Columbia Care Board of Directors shall not be entitled
to issue any more Columbia Care PV Shares thereafter. The Columbia Care Shares and the Columbia Care PV Shares are described in more detail in Columbia Care’s Form 10, under Item 11, “Description Of The Registrant’s Securities To Be
Registered.”

 In the Arrangement, the Columbia Care PV Shares will first be converted into Columbia Care Shares in
accordance with their terms. Subsequent to the conversion of the Columbia Care PV Shares into Columbia Care Shares, the Columbia Care Shares will be exchanged for Cresco SV Shares. As a result, immediately prior to the time of the issuance of the
Cresco SV Shares in the Arrangement, no Columbia Care PV Shares will be outstanding and all such prior holders of Columbia Care PV Shares will be holders of Columbia Care Shares.

Exemption Availability. As reflected in the Proxy Statement, each of these three conditions will be met with respect to
the Arrangement. Specifically:

•

 All holders of Columbia Care Shares (including former holders of Columbia Care PV Shares which have been
converted into Columbia Care Shares) are receiving the same consideration in exchange for their Columbia Care Shares.

•

 Notwithstanding the difference in the names of the share classes, the Cresco SV Shares to be issued to Columbia
Care shareholders in the Arrangement have substantially the same rights and privileges as the Columbia Care Shares. Additionally, both Columbia Care and Cresco Labs are companies existing under the laws of the Province of British Columbia, meaning
that holders of both Cresco SV Shares and Columbia Care Shares would have the same statutory rights under British Columbia corporate law.

 May 24, 2022

 Page
 4

•

 Both the Cresco SV Shares and the Columbia Care Shares are registered under Section 12(g) of the Exchange
Act.

•

 Neither the Columbia Care Shares nor the Cresco SV Shares are listed on a national securities exchange or
authorized to be quoted in an inter-dealer quotation system of a registered national securities association, so subsection 13e-3(g)(2)(iii) is inapplicable.

Comparison of Rights. A comparison of the voting, dividends, redemption and liquidation rights of the Columbia Care
Shares and the Cresco SV Shares is set forth below:

 Voting. Holders of each of the Cresco SV Shares and the Columbia Care Shares
will be entitled to notice of and to attend at any meeting of the shareholders of Cresco, except a meeting of which only holders of another particular class or series of shares of such company will have the right to vote. At each such meeting,
holders of Cresco SV Shares and the Columbia Care Shares will be entitled to one vote in respect of each share held.

 Dividends.
Holders of each of the Cresco SV Shares and the Columbia Care Shares are entitled to receive dividends out of the assets available for the payment or distribution of dividends at such times and in such amount and form as the Board of such company
may from time to time determine.

 Redemption. Neither the Cresco SV Shares nor the Columbia Care Shares are subject to redemption
rights.

 Liquidation Rights. In the event of the liquidation, dissolution or winding-up of
either Cresco or Columbia Care, whether voluntary or involuntary, or in the event of any other distribution of assets of such company among its shareholders for the purpose of winding up its affairs, the holders of each of the Cresco SV Shares and
the Columbia Care Shares shall, subject to any preferential rights of the holders of any senior securities (such as the Columbia Care preferred shares or the Cresco non-participating super voting shares) be
entitled to participate ratably along with all other shareholders of such company (with respect to certain other Cresco classes such as the proportionate voting shares and the special subordinate voting shares, on an
as-converted basis to Cresco SV Shares).

 Fractional Shares. We note that no
fractional shares will be issued in connection with the Arrangement, so the number of Cresco SV Shares to be received by such former holder of Columbia Care Shares will be rounded down to the nearest whole Cresco SV Share and, in lieu of the
issuance of a fractional Cresco Share, Cresco will pay to each such holder a check representing a cash payment (rounded up to the nearest cent) based on a price per Cresco SV Share equal to CAD$7.4296. Columbia Care considers that the that cash
offered in lieu of fractional interests is de minimis in the aggregate and does not affect the availability of the Rule 13e-3(g)(2) exception. The cash in lieu of fractional
shares in connection with the Arrangement is not driven by any decision to reduce the proportional ownership of the shareholders of Columbia Care, but rather is a customary mechanical procedure utilized in stock transactions to mitigate unnecessary
administrative burdens on the corporate share register. As of May 23, 2022, based on information provided by Columbia Care’s transfer agent, there were no record holders of Columbia Care Shares whose holdings will consist only of
fractional shares following the application of the exchange ratio in the Arrangement.

 May 24, 2022

 Page
 5

 We have also considered that the Staff has previously granted “no-action” relief for reliance on Rule 13e-3(g)(2) on facts involving the payment of cash in lieu of fractional shares to target security holders. In each of the
following no-action letters, the incoming request referenced the payment of cash in lieu of fractional shares to target security holders. See, e.g., Canadian Pacific Limited (June 26, 1996); Standard Shares,
Incorporated (April 28, 1989); and Swanton Corporation (November 26, 1984). While the discussion relating to the availability of the exception did not focus on the presence of this cash payment, the Staff in each instance granted “no-action” relief from Rule 13e-3 on the basis of the Rule 13e-3(g)(2) exception. Moreover, as a policy matter, Columbia
Care believes that the payment of cash in lieu of fractional shares in the context of the Arrangement does not involve the potential for abuse or overreaching associated with the “going private” transactions generally captured by Rule 13e-3.

 * * * * *

 May 24, 2022

 Page
 6

 Thank you for your review of the filing. If you should have any questions regarding this response letter or
desire any additional information, please do not hesitate to contact the undersigned at (640) 200-0619, or James Guttman of Dorsey & Whitney LLP, our outside legal counsel at (416) 367-7376.

 Sincerely,

 Columbia Care Inc.

/s/ David Sirolly

 David Sirolly

 Chief Legal Officer and General
Counsel

cc:
 James Guttman, Dorsey & Whitney LLP

United States securities and exchange commission logo
May 20, 2022
Nicholas Vita
Chief Executive Officer
Columbia Care Inc.
680 Fifth Ave., 24th Floor
New York, NY 10019
Re:Columbia Care Inc.
Form 10-12G
Filed May 9, 2022
File No. 000-56294
Dear Mr. Vita:
            We have completed our review of your filing.  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.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       James Guttman, Esq.

United States securities and exchange commission logo
May 18, 2022
Nicholas Vita
Chief Executive Officer
Columbia Care Inc.
680 Fifth Ave., 24th Floor
New York, New York 10019
Re:Columbia Care Inc.
Preliminary Proxy Statement on Schedule 14A
Filed May 2, 2022
File No. 000-56294
Dear Mr. Vita:
            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 to these comments, we may have additional comments.
Preliminary Proxy Statement on Schedule 14A filed May 2, 2022
Background to the Arrangement, page 22
1.We note that Columbia Care's representatives and Cresco Labs’s representatives engaged
in a series of negotiations. Please describe in greater detail the nature and substance of the
deliberations conducted at the meetings, including the specific matters discussed and the
conclusions reached. Your disclosures should explain how the material terms changed
during the course of the negotiations. For example, please provide the following:
•Describe each meeting between the parties and identify the individuals present at
each meeting and the issues discussed and conclusions reached at those meetings.
•Describe how the parties came to an expectation that Cresco was prepared to offer
0.5579 of a Cresco Share for each Columbia Care Share.
•Describe the substance of the conversations regarding the draft Arrangement
Agreement.
•Identify the members of the Columbia Care Special Committee.

 FirstName LastNameNicholas Vita
 Comapany NameColumbia Care Inc.
 May 18, 2022 Page 2
 FirstName LastName
Nicholas Vita
Columbia Care Inc.
May 18, 2022
Page 2
General
2.We note that your CEO Mr. Nicholas Vita will continue to serve in a senior management
capacity following the merger’s closing after receiving substantial cash and equity
compensation as part of employment agreement and that two other individuals nominated
by Columbia Care will be appointed to the Cresco Board. Please provide an analysis of
whether Rule 13e-3 applies to the transaction and whether, as a result of such
arrangements, Cresco Labs is an affiliate of yours engaged in a going private transaction.
Please refer to Exchange Act Rule 13e-3(a) and Compliance & Disclosure Interpretations
201.05 for guidance available at http://www.sec.gov/divisions/corpfin/guidance/13e-3-
interps.htm.
            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 Jordan Nimitz at 202-551-5831 or Christopher Edwards at 202-551-
6761 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences

CORRESP
1
filename1.htm

CORRESP

 May 9, 2022

VIA EDGAR

 Division of Corporation Finance

Office of Life Sciences

 Securities and Exchange Commission

100 F Street, N.E.

 Washington, D.C. 20549

Attn: Sasha Parikh, Kevin Vaughn, Jordan Nimitz and Chris Edwards

Re:
 Responses to the Securities and Exchange Commission

Staff Comments dated February 4, 2022, regarding

Columbia Care Inc.

Amendment No. 1 to Form 10-12G

Filed January 28, 2022

File No. 000-56294

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 February 4, 2022 letter regarding the above-referenced Amendment No. 1 to the Registration
Statement on Form 10-12G (File No. 000-56294) (the “Form 10”) of Columbia Care Inc. (the “Company”, “we,”
“our,” or “us”) filed on January 28, 2022 with the SEC. The Company filed a second amendment to the Form 10 with the SEC on February 15, 2022, responding to the Staff’s comments 1, 2 and 4 and
including certain other revisions and updates to the Form 10. Simultaneously with the transmission of this letter, the Company is filing via EDGAR a third amendment to the Form 10, responding to the Staff’s comment 3 and including certain other
revisions and updates to the Form 10.

 For your convenience, the Staff’s comment is included below and we have numbered our response accordingly.

 Our response is as follows:

 Amendment No. 1 to
Form 10-12G filed January 28, 2022

 Item 6. Executive Compensation, page 165

Staff Comment No. 3.

 Please
update to provide executive compensation disclosure for the fiscal year ended December 31, 2021. See Item 402(m) of Regulation S-K.

 May 9, 2022

Page 2

 Company’s Response:

In response to the Staff’s comment, we have provided executive compensation disclosure for the fiscal year ended December 31, 2021.

 * * * * *

 May 9, 2022

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 (640) 200-0619, or James Guttman of Dorsey & Whitney LLP, our outside legal counsel at (416) 367-7376.

 Sincerely,

 Columbia Care Inc.

/s/ David Sirolly

 David Sirolly

 Chief Legal Officer and
General

 Counsel

cc:
 James Guttman, Dorsey & Whitney LLP

CORRESP
1
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CORRESP

 February 15, 2022

VIA EDGAR

 Division of Corporation Finance

Office of Life Sciences

 Securities and Exchange Commission

100 F Street, N.E.

 Washington, D.C. 20549

Attn: Sasha Parikh, Kevin Vaughn, Jordan Nimitz and Chris Edwards

 Re:

 Responses to the Securities and Exchange Commission

 Staff Comments dated February 4, 2022, regarding

 Columbia Care Inc.

 Amendment No. 1 to Form 10-12G

 Filed January 28, 2022

 File No. 000-56294

 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 February 4, 2022 letter regarding the above-referenced Amendment
No. 1 to the Registration Statement on Form 10-12G (File No. 000-56294) (the “Form 10”) of Columbia Care Inc. (the “Company”,
“we,” “our,” or “us”) filed on January 28, 2022 with the SEC. Simultaneously with the transmission of this letter, the Company is filing via EDGAR an amendment to the Form 10 (the
“Amendment”), responding to the Staff’s comments and including certain other revisions and updates to the Form 10.

 For your
convenience, the Staff’s comments are included below and we have numbered our responses accordingly. Page numbers in the text of the Company’s responses correspond to page numbers in the Amendment. Please note that capitalized terms used
but not otherwise defined in this letter have the meanings ascribed to such terms in the Amendment.

 Our responses are as follows:

Amendment No. 1 to Form 10-12G filed January 28, 2022

Product Selection and Offerings, page 27

 Staff
Comment No. 1.

 We note your response to our prior comment 1 and your
revisions on page 27. Please provide support for your statement that your product was designed to provide a slow-release, long-lasting effect as compared to other delivery methods available at the time.

 February 15, 2022

 Page
 2

 Company’s Response:

In response to the Staff’s comment, we have removed this statement.

Non-GAAP Measures, page 147

Staff Comment No. 2.

 In your
revised disclosure you indicate that “gross margin” is a non-GAAP measure which does not appear accurate. Please revise your disclosure here and on page 25, or clarify why you believe this is true.

 Company’s Response:

 In response
to the Staff’s comment, we have revised our disclosure to clarify that “gross margin” is not a non-GAAP measure.

Item 6. Executive Compensation, page 165

 Staff
Comment No. 3.

 Please update to provide executive compensation disclosure for the fiscal year ended December 31, 2021.
See Item 402(m) of Regulation S-K.

 Company’s Response:

The Company respectfully acknowledges the Staff’s comment and understands that the Company will be required to provide all Item 6
information for the fiscal year ended December 31, 2021. The Company does not believe that it is appropriate to update Item 6 at this time as financial results for the fiscal year ended December 31, 2021, including certain compensation
information, remain under review at this time, and are subject to audit and final approval.

 Columbia Care, Inc., Tgs And Green Leaf Acquisitions

 Introduction To Unaudited Pro Forma Condensed Combined Statements Of Operations, page F-177

Staff Comment No. 4.

 Please
revise your introductory narrative provide disclosure identifying the additional periods included for both Green Leaf and TGS Global.

 Company’s
Response:

 In response to the Staff’s comment, we have revised our introductory narrative disclosure to identify the additional
periods included for both Green Leaf and TGS Global.

 * * * * *

 February 15, 2022

 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 (640) 200-0619, or James Guttman of Dorsey & Whitney LLP, our outside legal counsel at (416) 367-7376.

 Sincerely,

Columbia Care Inc.

 /s/ David Sirolly

 David Sirolly

 Chief Legal Officer and
General Counsel

 cc:    James Guttman, Dorsey & Whitney LLP

United States securities and exchange commission logo
February 4, 2022
Nicholas Vita
Chief Executive Officer
Columbia Care Inc.
680 Fifth Ave., 24th Floor
New York, NY 10019
Re:Columbia Care Inc.
Amendment No. 1 to Form 10-12G
Filed January 28, 2022
File No. 000-56294
Dear Mr. Vita:
            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 to these comments, we may have additional comments.
Amendment No. 1 to Form 10-12G filed January 28, 2022
Product Selection and Offerings, page 27
1.We note your response to our prior comment 1 and your revisions on page 27. Please
provide support for your statement that your product was designed to provide a slow-
release, long-lasting effect as compared to other delivery methods available at the time.
Non-GAAP Measures, page 147
2.In your revised disclosure you indicate that "gross margin" is a non-GAAP measure which
does not appear accurate. Please revise your disclosure here and on page 25, or clarify
why you believe this is true.

 FirstName LastNameNicholas Vita
 Comapany NameColumbia Care Inc.
 February 4, 2022 Page 2
 FirstName LastName
Nicholas Vita
Columbia Care Inc.
February 4, 2022
Page 2
Item 6. Executive Compensation, page 165
3.Please update to provide executive compensation disclosure for the fiscal year ended
December 31, 2021.  See Item 402(m) of Regulation S-K.
Columbia Care, Inc., Tgs And Green Leaf Acquisitions
Introduction To Unaudited Pro Forma Condensed Combined Statements Of Operations, page F-
177
4.Please revise your introductory narrative provide disclosure identifying the additional
periods included for both Green Leaf and TGS Global.
            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 Sasha Parikh at 202-551-3627 or Kevin Vaughn at 202-551-3494 if you
have questions regarding comments on the financial statements and related matters.  Please
contact Jordan Nimitz at 202-551-6001 or Chris Edwards at 202-551-6761 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       James Guttman

CORRESP
1
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CORRESP

 January 28, 2022

VIA EDGAR

 Division of Corporation Finance

Office of Life Sciences

 Securities and Exchange Commission

100 F Street, N.E.

 Washington, D.C. 20549

Attn: Sasha Parikh, Kevin Vaughn, Jordan Nimitz and Joe McCann

Re:
 Responses to the Securities and Exchange Commission

Staff Comments dated January 14, 2022, regarding

Columbia Care Inc.

Registration Statement on Form 10-12G

Filed December 14, 2021

File No. 000-56294

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 January 14, 2022 letter regarding the above-referenced Registration Statement on Form 10-12G (File No. 000-56294) (the “Form 10”) of Columbia Care Inc. (the “Company”, “we,” “our,” or
“us”) filed on December 14, 2021 with the SEC. Simultaneously with the transmission of this letter, the Company is filing via EDGAR an amendment to the Form 10 (the “Amendment”), responding to the Staff’s
comments and including certain other revisions and updates to the Form 10.

 For your convenience, the Staff’s comments are included below and we have
numbered our responses accordingly. Page numbers in the text of the Company’s responses correspond to page numbers in the Amendment. Please note that capitalized terms used but not otherwise defined in this letter have the meanings ascribed to
such terms in the Amendment.

 Our responses are as follows:

Registration Statement on Form 10 filed December 14, 2021

Product Selection and Offerings, page 27

 Staff
Comment No. 1.

 We note your response to our prior comment 4 and reissue.
Please disclose clearly that none of your products treat or cure any disease, that none of your products require approval by the U.S. Food and Drug Administration, and that none has been approved, reviewed or cleared by the FDA for any purpose. In
this regard, we note that your disclosure on page 28 indicates that certain of your products are “designed to provide long-lasting relief across a wide range of symptom and illness categories” and “address the continuum of patient
conditions, symptoms and consumer needs.”

 January 28, 2022

 Page
 2

 Company’s Response:

In response to the Staff’s comment, we have disclosed that none of our products have been shown to effectively treat or cure any disease,
that none of our products require approval by the U.S. Food and Drug Administration, and that none has been approved, reviewed or cleared by the FDA for any purpose. In addition, we have addressed the disclosure you cited from page 28.

Intellectual Property, page 32

 Staff Comment
No. 2.

 We note your response to our prior comment 5 and reissue in part. Please disclose the jurisdictions in which the
applications for each patent family have been filed and the expiration dates for the applications of each patent family.

 Company’s Response:

In response to the Staff’s comment, we have disclosed the jurisdictions in which the applications for each patent family have been filed
and the expiration dates for the applications of each patent family.

 Results of Operations, page 120

Staff Comment No. 3.

 We noted
your response and revised disclosures related to prior comment 7. Regarding your explanations for the increase and/or decrease in revenues, cost of sales and gross profit, please address the following in revised disclosure for each period presented,
as applicable:

•

 You noted that your revenues are predominantly generated by retail sales. We note that during the nine months
ended September 30, 2021, retail sales represented approximately 76% of net revenues. Please explain how the remaining 25% of your revenues are generated and explain the increase or decrease in this revenue to the corresponding period.

•

 Clarify what “new market development” relates to and how this impacted your gross profit.

•

 On a related note, please revise your disclosures throughout your document to maintain consistency regarding
the significance of other market or product development. For instance, you disclose that revenues from outside the U.S. are immaterial, but you disclosures elsewhere in the document seem to suggest significant activity in those markets.

 January 28, 2022

 Page
 3

•

 Clarify what “growth in our existing markets” relates to and how this impacted your gross profit.

•

 Clarify why “same store sales” increased from prior period (i.e., disclose the extent to which such
growth was from volume and/or price).

•

 You noted that during the nine months ended September 30, 2021 you experienced “$69,683 of organic
growth as a result of increase in same store sales year over year.” You also noted that during the nine months ended September 30, 2021 you “experienced an increase in cost of sales of $68,821 related to an increase in same store
sales year over year.” This would appear to indicate that gross profit increased $862 in same store sales year over year which represents less than 1% of the increase in gross profits. If this is true, please provide additional disclosure to
identify and address this trend.

•

 Clarify how your recent acquisitions contributed to the increase in gross profits (i.e. products acquired have
lower cost of sales or visa versa).

 Company’s Response:

In response to the Staff’s comment, we have revised the disclosure on pages 142-146 to refine
the explanations on changes in revenue and cost of sales. We also revised our disclosures throughout the document to address the significance of market and product developments related to our international market and our CNC program.

Reliable data on the cannabis industry is not available, page 124

Staff Comment No. 4.

 Please
revise the last sentence under the heading to avoid the implication that the company is not responsible for the disclosure in the registration statement. Also, please tell us why is it appropriate to include the 2021 and 2026 market projections on
pages 18-19 if they are based on unreliable market data.

 Company’s Response:

In response to the Staff’s comment, we have revised the disclosure on page 123 to avoid the implication that the company is not
responsible for the disclosure in the registration statement. In addition, we have removed the 2021 and 2026 market projections on pages 18-19.

Non-GAAP Measures, page 148

Staff Comment No. 5.

 You continue
to present Adjusted EBITDA margin on pages 25 and 26. Please address the following:

•

 Revise your disclosure to include Adjusted EBITDA Margin as a non-GAAP
measure and provide the required disclosures. Refer to release No. 33-10751.

 January 28, 2022

 Page
 4

•

 Further, tell us how you considered whether your disclosure of Adjusted EBITDA margin on pages 25 and 26,
without balancing with actual GAAP information represents undue prominence.

 Company’s Response:

In response to the Staff’s comment, we have revised our disclosures throughout the Amendment to address the requirements of release No. 33-10751. Additionally, we have referred to Adjusted EBITDA and other key performance indicators as non-GAAP measures.

Item 8. Legal Proceedings, page 151

 Staff Comment
No. 6.

 We refer to your response to our prior comment 10 and note your disclosure that there is uncertainty whether there will
be regulatory approval for the proposed settlement in the New York Proceeding. Accordingly, please revise this section to quantify the dollar value of the relief sought by the claimant in the New York Proceeding.

Company’s Response:

 In response to the
Staff’s comment, we have updated the disclosure under “Item 8. Legal Proceedings” to provide the requested dollar value.

 Item 10.
Recent Sales of Unregistered Securities, page 154

 Staff Comment No. 7.

We note your response to our prior comment 11 and reissue. Please revise your disclosures concerning each of the private placements to
identify the exemption relied upon for the exemption and the facts supporting reliance upon that exemption from registration.

 Company’s Response:

 In response to the Staff’s comment, we have identified the exemption relied upon for each private placement and disclosed the facts
supporting reliance upon that exemption from registration.

 Columbia Care Inc. Notes to the Consolidated Financial Statements

Segment, geographic areas and customers information, page F-10

 January 28, 2022

 Page
 5

 Staff Comment No. 8.

We noted your response and revised disclosure to prior comment 15. We also note your sales product mix presentation on pages 27 and 28 and
the fact that Green Leaf Medical, LLC provides disaggregated revenue information on page F-136. It appears that disaggregated revenues information is available and would be valuable to a reader’s
investment decisions. As such, please provide the disaggregated breakdown disclosures pursuant to ASC 280-10-50-40 in the notes
to the financial statements. If such information is not available, disclose that fact.

 Company’s Response:

In response to the Staff’s comment, we have provided information regarding disaggregated revenue. Please refer to the revised revenue
recognition policy in Note 2 of our annual audited financial statements.

 Revenue Recognition, page F-16

 Staff Comment No. 9.

Please address the following regarding your responses and revised disclosure related to to prior comments 7 and 16, including your
disclosure that approximately 25% of your revenues are not generated by retail sales:

•

 As previously requested, revise to separately quantify each of your other revenue streams, including
management services and your Columbia National Credit card program, and disclose your revenue recognition policy for each.

•

 If you believe your additional revenue streams are immaterial, tell us the amounts related to that programs,
and disclose that assertion. As such, ensure to balance your disclosure of such programs elsewhere in your filing to consistently describe the significance of these programs.

•

 Revise to provide footnote that disclosure that clearly presents the assets, liabilities, revenues and
expenses related to your Columbia National Credit card program, and the line items in which those amounts are reflected.

•

 As previously requested, please quantify net sales discounts for each period presented and identify any
significant adjustments to your estimates. If you believe your revenue adjustments are immaterial, tell us the amounts, and disclose that assertion.

Company’s Response:

 Please refer to the
revised revenue recognition policy in Note 2 of our annual audited financial statements, wherein we quantify revenue from various streams. Revenue from management services is included in other revenue and constitutes less than 1% of total revenues
and is therefore not separately quantified. We have also revised our disclosures regarding the CNC card program throughout the document to balance the disclosure in the financial statements. Additionally, we have revised our disclosure to include
revenues, expenses and assets related to the CNC program. We have quantified sales discounts in the same footnote. Except for discounts and unearned income that are disclosed in the financial statements, there have been no adjustments to revenue.

 January 28, 2022

 Page
 6

 COLUMBIA CARE, INC. AND TGS GLOBAL, LLC

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENTS OF OPERATIONS,

page F-116

Staff Comment No. 10.

 Please
address the following regarding your unaudited pro forma condensed combined statements of operations:

•

 You disclose on page F-116 that pro forma information is derived from
the TGS Global LLC’s historical unaudited condensed combined statement of operations for the fiscal year ended June 30, 2020 included in this Form 10 filing. However, the condensed combined statement of operations line items for TSG Global
LLC do not agree to the TSG Global LLC’s historical unaudited condensed combined statement of operations for the period ended June 30, 2020 on page F-109.

•

 Please revise the header to the unaudited pro forma condensed combined statements of operations on page F-117 to properly identify the period covered by the TSG Global LLC’s historical unaudited condensed combined statement of operations column.

•

 Please revise accordingly and provide additional quantitative and narrative disclosure about the period
excluded from or included more than once to inform readers about the effects of unusual charges or adjustment in the omitted or double-counted period. If you used a period ending on other than June 30, 2020, for the TSG Global LLC column,
please tell us why and provide us with your basis for doing so. Refer to Article 11 of Regulation S-X including paragraph 11(c)(3).

Company’s Response:

 In response to the
Staff’s comment, we have revised the unaudited pro forma statement to clarify the period covered by the TGS Global LLC’s historical financial statements. Additionally, in response to Staff Comment No. 11, the pro forma statements for
TGS Global, LLC has been combined with the pro forma statements of Green Leaf Medical, LLC.

 COLUMBIA CARE INC. AND GREEN LEAF MEDICAL, LLC.

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENTS OF OPERATIONS,

page F-171

Staff Comment No. 11.

 Please
address the following regarding your historical unaudited condensed combined statement of operations presented on page F-172:

•

 The condensed combined statement of operations line items to the Green Leaf Medical LLC’s historical
unaudited condensed combined statement of operations for the period ended March 31, 2021 do not agree to the Green

 January 28, 2022

 Page
 7

Leaf Medical LLC’s historical unaudited condensed combined statement of operations on page F-157. Please explain this discrepancy or revise
accordingly and provide additional quantitative and narrative disclosure about the period excluded from or included more than once to inform readers about the effects of unusual charges or adjustment in the omitted or double-counted period.

•

 We note your disclosure in the fourth bullet point that Greenleaf’s historical unaudited condensed
combined statement of operations presents the period ended June 10, 2021. Revise to correct this disclosure as necessary. To the extent your presentation does present that period rather than the period ended March 31, 2021, please tell us
how you determine that was appropriate in light of the guidance of Article 11 of Regulation S-X.

•

 You disclose on page F-170 various events in the subsequent footnote,
including the fact that the subsidiaries of Green Leaf that were spun-off and not included in the acquisition. Tell us how you considered these transactions in your pro forma presentation for adjustments
and/or narrative disclosure. Refer to Rule 11 of Regulation S-X.

•

 Please tell us why you have a separate pro forma presentation here reflecting the Green Leaf acquisition that
does not reflect the TGS Global LLC acquisition. Revise to provide a single combined pro forma presentation reflecting all significant acquisitions as required by Article 11, or tell us how you determined your presentation was appropriate.

 Company’s Response:

In response to the Staff’s comment, we have revised the unaudited pro forma statements to clarify the period covered by the Green Leaf
Medical, LLC’s historical financial statements. Additionally, the pro forma statements for TGS Global, LLC has been combined with the pro forma statements of Green Leaf Medical, LLC.

We note the following as regards the subsequent events included in Note 13 to the Green Leaf Medical, LLC’s financial statements:

•

 Green Cannabis Care of West Virginia, LLC was a subsidiary of Green Leaf Medical, LLC that had applied for a
license and had no activities. This subsidiary was sold in 2021 for $100,000. We do not believe that this subsidiary needs an adjustment to the pro forma financial statements that are based on the ass

United States securities and exchange commission logo
January 14, 2022
Nicholas Vita
Chief Executive Officer
Columbia Care Inc.
680 Fifth Ave., 24th Floor
New York, NY 10019
Re:Columbia Care Inc.
Registration Statement on Form 10-12G
Filed December 14, 2021
File No. 000-56294
Dear Mr. Vita:
            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 to these comments, we may have additional comments.
Registration Statement on Form 10 filed December 14, 2021
Product Selection and Offerings, page 27
1.We note your response to our prior comment 4 and reissue. Please disclose clearly
that none of your products treat or cure any disease, that none of your products require
approval by the U.S. Food and Drug Administration, and that none has been approved,
reviewed or cleared by the FDA for any purpose.  In this regard, we note that your
disclosure on page 28 indicates that certain of your products are "designed to provide
long-lasting relief across a wide range of symptom and illness categories" and "address
the continuum of patient conditions, symptoms and consumer needs."
Intellectual Property, page 32
2.We note your response to our prior comment 5 and reissue in part. Please disclose the
jurisdictions in which the applications for each patent family have been filed and the
expiration dates for the applications of each patent family.

 FirstName LastNameNicholas Vita
 Comapany NameColumbia Care Inc.
 January 14, 2022 Page 2
 FirstName LastNameNicholas Vita
Columbia Care Inc.
January 14, 2022
Page 2
Results of Operations, page 120
3.We noted your response and revised disclosures related to prior comment 7. Regarding
your explanations for the increase and/or decrease in revenues, cost of sales and gross
profit, please address the following in revised disclosure for each period presented, as
applicable:
•You noted that your revenues are predominantly generated by retail sales. We note
that during the nine months ended September 30, 2021, retail sales represented
approximately 76% of net revenues. Please explain how the remaining 25% of your
revenues are generated and explain the increase or decrease in this revenue to the
corresponding period.
•Clarify what "new market development" relates to and how this impacted your gross
profit.
•On a related note, please revise your disclosures throughout your document to
maintain consistency regarding the significance of other market or product
development. For instance, you disclose that revenues from outside the U.S. are
immaterial, but you disclosures elsewhere in the document seem to suggest
significant activity in those markets.
•Clarify what "growth in our existing markets" relates to and how this impacted your
gross profit.
•Clarify why "same store sales" increased from prior period (i.e., disclose the extent to
which such growth was from volume and/or price).
•You noted that during the nine months ended September 30, 2021 you experienced
"$69,683 of organic growth as a result of increase in same store sales year over year."
You also noted that during the nine months ended September 30, 2021 you
"experienced an increase in cost of sales of $68,821 related to an increase in same
store sales year over year." This would appear to indicate that gross profit increased
$862 in same store sales year over year which represents less than 1% of the increase
in gross profits. If this is true, please provide additional disclosure to identify and
address this trend.
•Clarify how your recent acquisitions contributed to the increase in gross profits (i.e.
products acquired have lower cost of sales or visa versa).
Reliable data on the cannabis industry is not available, page 124
4.Please revise the last sentence under the heading to avoid the implication that the
company is not responsible for the disclosure in the registration statement.  Also, please
tell us why is it appropriate to include the 2021 and 2026 market projections on pages 18-
19 if they are based on unreliable market data.
Non-GAAP Measures, page 148
5.You continue to present Adjusted EBITDA margin on pages 25 and 26. Please address the
following:
•Revise your disclosure to include Adjusted EBITDA Margin as a non-GAAP

 FirstName LastNameNicholas Vita
 Comapany NameColumbia Care Inc.
 January 14, 2022 Page 3
 FirstName LastNameNicholas Vita
Columbia Care Inc.
January 14, 2022
Page 3
measure and provide the required disclosures. Refer to release No. 33-10751.
•Further, tell us how you considered whether your disclosure of Adjusted EBITDA
margin on pages 25 and 26, without balancing with actual GAAP information
represents undue prominence.
Item 8. Legal Proceedings, page 151
6.We refer to your response to our prior comment 10 and note your disclosure that there is
uncertainty whether there will be regulatory approval for the proposed settlement in the
New York Proceeding.  Accordingly, please revise this section to quantify the dollar value
of the relief sought by the claimant in the New York Proceeding.
Item 10. Recent Sales of Unregistered Securities, page 154
7.We note your response to our prior comment 11 and reissue. Please revise your
disclosures concerning each of the private placements to identify the exemption relied
upon for the exemption and the facts supporting reliance upon that exemption from
registration.
Columbia Care Inc. Notes to the Consolidated Financial Statements
Segment, geographic areas and customers information, page F-10
8.We noted your response and revised disclosure to prior comment 15. We also note
your sales product mix presentation on pages 27 and 28 and the fact that Green Leaf
Medical, LLC provides disaggregated revenue information on page F-136. It appears that
disaggregated revenues information is available and would be valuable to a reader's
investment decisions. As such, please provide the disaggregated breakdown disclosures
pursuant to ASC 280-10-50-40 in the notes to the financial statements. If such information
is not available, disclose that fact.
Revenue Recognition, page F-16
9.Please address the following regarding your responses and revised disclosure related to to
prior comments 7 and 16, including your disclosure that approximately 25% of your
revenues are not generated by retail sales:
•As previously requested, revise to separately quantify each of your other revenue
streams, including management services and your Columbia National Credit card
program, and disclose your revenue recognition policy for each.
•If you believe your additional revenue streams are immaterial, tell us the amounts
related to that programs, and disclose that assertion. As such, ensure to balance your
disclosure of such programs elsewhere in your filing to consistently describe the
significance of these programs.
•Revise to provide footnote that disclosure that clearly presents the assets, liabilities,
revenues and expenses related to your Columbia National Credit card program, and
the line items in which those amounts are reflected.

 FirstName LastNameNicholas Vita
 Comapany NameColumbia Care Inc.
 January 14, 2022 Page 4
 FirstName LastNameNicholas Vita
Columbia Care Inc.
January 14, 2022
Page 4
•As previously requested, please quantify net sales discounts for each period presented
and identify any significant adjustments to your estimates. If you believe your
revenue adjustments are immaterial, tell us the amounts, and disclose that assertion.
COLUMBIA CARE, INC. AND TGS GLOBAL, LLC
UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENTS OF OPERATIONS,
page F-116
10.Please address the following regarding your unaudited pro forma condensed combined
statements of operations:
•You disclose on page F-116 that pro forma information is derived from the TGS
Global LLC's historical unaudited condensed combined statement of operations for
the fiscal year ended June 30, 2020 included in this Form 10 filing. However, the
condensed combined statement of operations line items for TSG Global LLC do not
agree to the TSG Global LLC’s historical unaudited condensed combined statement
of operations for the period ended June 30, 2020 on page F-109.
•Please revise the header to the unaudited pro forma condensed combined statements
of operations on page F-117 to properly identify the period covered by the TSG
Global LLC’s historical unaudited condensed combined statement of operations
column.
•Please revise accordingly and provide additional quantitative and narrative disclosure
about the period excluded from or included more than once to inform readers about
the effects of unusual charges or adjustment in the omitted or double-counted period.
If you used a period ending on other than June 30, 2020, for the TSG Global LLC
column, please tell us why and provide us with your basis for doing so. Refer to
Article 11 of Regulation S-X including paragraph 11(c)(3).
COLUMBIA CARE INC. AND GREEN LEAF MEDICAL, LLC.
UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENTS OF OPERATIONS,
page F-171
11.Please address the following regarding your historical unaudited condensed combined
statement of operations presented on page F-172:

•The condensed combined statement of operations line items to the Green Leaf
Medical LLC's historical unaudited condensed combined statement of operations for
the period ended March 31, 2021 do not agree to the Green Leaf Medical
LLC's historical unaudited condensed combined statement of operations on page F-
157. Please explain this discrepancy or revise accordingly and provide additional
quantitative and narrative disclosure about the period excluded from or included more
than once to inform readers about the effects of unusual charges or adjustment in the
omitted or double-counted period.
•We note your disclosure in the fourth bullet point that Greenleaf’s historical
unaudited condensed combined statement of operations presents the period ended

 FirstName LastNameNicholas Vita
 Comapany NameColumbia Care Inc.
 January 14, 2022 Page 5
 FirstName LastName
Nicholas Vita
Columbia Care Inc.
January 14, 2022
Page 5
June 10, 2021. Revise to correct this disclosure as necessary. To the extent your
presentation does present that period rather than the period ended March 31, 2021,
please tell us how you determine that was appropriate in light of the guidance of
Article 11 of Regulation S-X.
•You disclose on page F-170 various events in the subsequent footnote, including the
fact that the subsidiaries of Green Leaf that were spun-off and not included in the
acquisition. Tell us how you considered these transactions in your pro forma
presentation for adjustments and/or narrative disclosure.  Refer to Rule 11 of
Regulation S-X.
•Please tell us why you have a separate pro forma presentation here reflecting the
Green Leaf acquisition that does not reflect the TGS Global LLC acquisition. Revise
to provide a single combined pro forma presentation reflecting all significant
acquisitions as required by Article 11, or tell us how you determined your
presentation was appropriate.
            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 Sasha Parikh at (202) 551-3627 or Kevin Vaughn at (202) 551-3494 if
you have questions regarding comments on the financial statements and related matters.  Please
contact Jordan Nimitz at (202) 551-6001 or Joe McCann at (202) 551-6262 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       James Guttman

CORRESP
1
filename1.htm

CORRESP

 December 14, 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: Sasha Parikh, Kevin Vaughn, Irene Paik and Samuel Kluck

Re:
 Registration Statement on Form 10 (File No. 000-56294) and

Responses to the Securities and Exchange Commission

Staff Comments dated July 13, 2021, regarding

Columbia Care Inc.

Registration Statement on Form 10

Filed June 16, 2021

File No. 000-56294

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 July 13, 2021 letter regarding the above-referenced Registration Statement on Form 10 (File No. 000-56294) (the “Prior Registration Statement”) of Columbia Care Inc. (the “Company”, “we,” “our,” or “us”) filed on
June 16, 2021 with the SEC. On August 12, 2021, the Company requested to withdraw the Prior Registration Statement, prior to its effectiveness. Simultaneously with the transmission of this letter, the Company is filing via EDGAR a
registration statement on Form 10 (File No. 000-56294) (the “Form 10”), responding to the Staff’s comments and including certain other revisions and updates to the Prior Registration Statement.

For your convenience, the Staff’s comments are included below and we have numbered our responses accordingly. Page numbers in the text of the
Company’s responses correspond to page numbers in the Form 10. Please note that capitalized terms used but not otherwise defined in this letter have the meanings ascribed to such terms in the Form 10.

Our responses are as follows:

 Registration Statement on
Form 10 filed June 16, 2021

 Implications of Being an Emerging Growth Company, page 3

Staff Comment No. 1.

Your disclosure indicates that you qualify as an emerging growth company under the JOBS Act. Please revise to disclose whether you intend to
take advantage of the extended transition period allowed for emerging growth companies for complying with new or revised accounting guidance as allowed by Section 107 of the JOBS Act and Section 7(a)(2)(B) of the Securities Act of 1933.

 December 14, 2021

Page 2

 Company’s Response:

In response to the Staff’s comment, we provided disclosure on page 3 to disclose that the Company does not intend to take advantage of the
extended transition period allowed for emerging growth companies for complying with new or revised accounting guidance as allowed by Section 107 of the JOBS Act and Section 7(a)(2)(B) of the Securities Act of 1933.

Item 1. Business

 Description of the Business, page 18

 Staff Comment No. 2.

 We
note that you operate in certain markets through management services arrangements. Please describe the material terms of these arrangements, including the services you provide, payment terms, and term and termination provisions. To the extent these
agreements are material to your business, please also file them as exhibits to your registration statement, or advise. See Item 601(b)(10) of Regulation S-K. In addition, to the extent you do not retain all of
the profits from the licensed entities that you manage, please revise your disclosure throughout the registration statement, including in your tables from pages 18 through 28, to clarify this and to account for the differences in economic benefit to
you.

 Company’s Response:

 We have
signed long-term management services agreements with cannabis license holders in certain markets seeking our cannabis-related management services. Management services include the use of the “Columbia Care” brand, cultivation,
manufacturing, and retail operations support, information technology, human resources, finance and accounting, marketing, sales, and legal and compliance services.

The management services agreements are typically 20 years in length, with annual renewals thereafter, but in some instances shorter terms are
agreed. The agreements are generally terminable for convenience upon 180 days’ written notice. Some agreements also require payment of a termination fee.

The management fees charged are typically calculated based on guidance from Internal Revenue Service Reg.
1.482-9 and are based on actual costs incurred by Columbia Care. Calculation of such costs is performed on an annual basis and are assessed monthly based on historical calculations. In some instances, a flat
fee is charged monthly and such fee is reviewed by the parties on a quarterly basis.

 December 14, 2021

 Page
 3

 Some of the profits generated by the licensed entities may be used as working capital for the
entity, but the Company retains all excess cash from the licensed entities.

 The Company does not consider the management services
agreements to be material to its business and does not intend to file them as exhibits to the registration statement.

 Staff Comment No. 3.

 We note your disclosure that Columbia Care’s addressable market encompasses approximately 53% of the U.S. adult population.
Please tell us the basis for this assertion, including but not limited to how you calculated the adult population in each addressable market and whether you accounted for states that only allow medicinal use of cannabis.

Company’s Response:

 In response to the
Staff’s comment, we have removed the disclosure that Columbia Care’s addressable market encompasses approximately 53% of the U.S. adult population. We also included an updated table with the estimated market size by sales in the Form 10.

 Product Selection and Offerings, page 26

 Staff
Comment No. 4.

 When discussing your controlled-dose, solid-fill medicinal cannabinoid capsules and tablets, please clearly
disclose whether any of your products have been approved by the U.S. Food and Drug Administration and, if not, please briefly explain why.

Company’s Response:

 None of our products
have been approved by the U.S. Food and Drug Administration. None of our products is a “drug” under Section 201(g) of the Federal Food, Drug, and Cosmetic Act, because our products are not intended for use in the diagnosis, cure,
mitigation, treatment, or prevention of disease, nor are they intended to affect the structure or any function of the body. Accordingly, none of our products require approval by the U.S. Food and Drug Administration.

Intellectual Property, page 31

 Staff Comment
No. 5.

 Clarify the extent to which your intellectual property rights are enforceable where cannabis remains illegal under U.S.
federal law. Please also expand your disclosure regarding your material patents and patent applications to identify the specific product(s) to which such patents relate and the scope of patent protection.

 December 14, 2021

 Page
 4

 Company’s Response:

While the U.S. Patent and Trademark Office has granted many patents for cannabis-related technologies, none have yet been successfully enforced
in court. Until U.S. courts definitively address the enforceability of cannabis-related patents, or cannabis products are legalized federally in the U.S., we cannot be certain that any of our patents can be effectively enforced against our
competitors, even if their products infringe our patents. In response to the Staff’s comments, we have expanded our disclosure regarding our material patents and patent applications to identify the specific products to which such patents relate
and the scope of patent protection.

 Item 1A. Risk Factors

Conversions and potential future sales of shares..., page 121

Staff Comment No. 6.

 With
reference to your disclosure on page 175, please revise to add a risk factor that addresses your ability to issue an unlimited number of Common Shares, Proportionate Voting Shares, and Preferred Shares.

Company’s Response:

 In response to the
Staff’s comment, we have included a risk factor that addresses our ability to issue an unlimited number of Common Shares, Proportionate Voting Shares, and Preferred Shares.

Item 2. Financial Information

 Results of Operations,
page 139

 Staff Comment No. 7.

Please separately quantify each of the factors noted regarding the increase in revenues over prior periods, and expand your discussion of
these factors to provide a better understanding of the changes in your revenues.

 Company’s Response:

In response to the Staff’s comment, we have revised the disclosure on page 152 to expand the discussion and describe in quantified terms
the contribution of each factor to the change in revenue.

 December 14, 2021

 Page
 5

 Staff Comment No. 8.

You present two categories of cost of sales (related to inventory production and related to business combination fair value adjustments). In
this regard, please discuss the components of each category and provide a discussion for the change in each category period-over-period. Where you identify multiple contributing factors relating to the period-over-period change, please quantify the
impact of each material factor discussed to provide better understanding of the underlying reasons for the changes in your results. Refer to Item 303 of Regulation S-K and Section III.D of SEC Release No. 33-6835.

 Company’s Response:

In response to the Staff’s comment, we have revised the disclosure on page 153 to expand the discussion and describe in quantified terms
the contribution of each factor to the change in cost of sales.

 Non-GAAP Measures, page 140

Staff Comment No. 9.

 On page 25,
you disclose that you use certain key performance indicators (KPIs) to assess your rate of growth and performance. You identify four KPIs that you use, but only present two of those measures, without presenting gross or EBITDA margin which would
appear to be non-GAAP measures. Tell us how you considered the guidance of Release No. 33-10751 which was effective February 25, 2020 in determining whether to
disclose these measures.

 Company’s Response:

In response to the Staff’s comment, we have revised the disclosure on page 155 considering the guidance of Release No. 33-10751.

 Item 8. Legal Proceedings, page 169

Staff Comment No. 10.

 Please
discuss in greater detail the relief sought, such as damages, or advise us why such disclosure is not required. See Item 103 of Regulation S-K.

Company’s Response:

 In response to the
Staff’s comment, we have updated “Item 8. Legal Proceedings”. Included in those updates is additional information about potential monetary exposure based on accounting accruals that have been made.

Item 10. Recent Sale of Unregistered Securities, page 173

Staff Comment No. 11.

 For each
transaction, please state briefly the facts relied upon to make the exemption available. See Item 701(d) of Regulation S-K.

 December 14, 2021

 Page
 6

 Company’s Response:

In response to the Staff’s comment, we have included a brief description of the facts relied upon to make each exemption available.

Item 11. Description of the Registrant’s Securities To Be Registered

Forum Selection, page 180

 Staff Comment No. 12.

 Please clarify whether the forum selection provision in the company’s articles could apply to claims brought under the U.S.
federal securities laws.

 Company’s Response:

In response to the Staff’s comment, we have disclosed that the forum selection provision in the Company’s articles could apply to
claims brought under the U.S. federal securities laws.

 Item 15. Financial Statement and Exhibits, page 184

Staff Comment No. 13.

 Please
provide a signed audit report from the Independent Auditors of TGS Global for the audited financial statements for the years ended December 31, 2019 and 2018. In addition, please note that the review report for the unaudited financial
statements of TGS Global for the interim period ended June 30, 2020 is unsigned as well.

 Company’s Response:

In response to the Staff’s comment, we have provided a signed audit report from the Independent Auditors of TGS Global for the audited
financial statements for the years ended December 31, 2019 and 2018. In addition, a signed review report for the unaudited financial statements of TGS Global for the interim period ended June 30, 2020 has been included.

Columbia Care Inc. Notes to the Consolidated Financial Statements

2. Summary of Significant Accounting Policies, page F-9

Staff Comment No. 14.

 Please
include your accounting policy for your sales-leaseback transactions.

 Company’s Response:

 December 14, 2021

 Page
 7

 In response to the Staff’s comment, we have revised the disclosures on page F-14 to include its accounting policy for sales-leaseback transactions.

 Segment Information, page F-10

 Staff Comment No. 15.

We note that you provide a breakdown of your sales product mix and revenues related to four product categories: concentrates, edibles,
flower, and other on pages 26 and 27, respectively. Please provide the disclosures required by ASC 280-10-50-40 through 42.

 Company’s Response:

 The Company
acknowledges the Staff’s comment and respectfully advises the Staff that its products have similar characteristics due to the same raw material ingredient (cannabis), similar nature of cultivation process and the regulatory nature of the
cannabis industry. We respectfully note that, based on our understanding of the purpose of the Business Section, which is to provide management’s explanation of factors that have affected the Company’s financial condition and results of
operations and management’s assessment of factors and trends which are anticipated to have a material effect on the company’s financial condition and results of operations, we do not believe that it is required or necessarily preferable to
include the same level of detail in the Business Section and in the footnotes to the financial statements. Moreover, when choosing the information to present in the Business Section, we focused particularly on providing supplemental information that
our management believes is useful and material to investors, meaning that the information provided in the Business Section may differ among our footnotes.

With regard to the disclosures required by ASC
280-10-50-40 through 42, we have revised the disclosed in page F-10.

Revenue Recognition, page F-17

Staff Comment No. 16.

 Please
expand your revenue disclosure to provide the following:

•

 Separately quantify and provide your revenue recognition policy for your other

•

 revenue streams (i.e. management services agreements, Columbia National Credit card (“CNC”)). If your
additional revenue streams are immaterial, please disclose that fact.

•

 To the extent your revenue streams from services are greater than 10% of total, tell us how you considered the
requirement of Rule 5-03(b) of Regulation S-X to break out service revenue separate from product revenue on the face of your Statements of Operations.

 December 14, 2021

 Page
 8

•

 Quantify net sales discounts for each period presented and provide a discussion regarding what your sales
discounts relate to and how they are estimated for the purpose of determining the transaction price, identifying any significant adjustments to those estimates.

•

 Provide a discussion of the components included in your cost of sales

Company’s Response:

 In response to the
Staff’s comment, we have revised the disclosure on page F-16.

 Staff Comment No. 17.

Please revise to disclose whether you have maintained the customer loyalty points rewards program that TGS implemented. If so, please
provide related disclosures.

 Company’s Response:

The Company has continued the customer loyalty points rewards program that TGS implemented. We have included an accounting policy footnote as a
part of the revised revenue recognition disclosure. The revised footnote also includes related disclosures that we consider to be material to the Columbia Care financial statements.

Related Party Transactions, page F-18

Staff Comment No. 18.

 On page 25,
footnote (1) notes that “net revenue...in

United States securities and exchange commission logo
July 13, 2021
Nicholas Vita
Chief Executive Officer
Columbia Care Inc.
680 Fifth Ave., 24th Floor
New York, New York 10019
Re:Columbia Care Inc.
Registration Statement on Form 10
Filed June 16, 2021
File No. 000-56294
Dear Mr. Vita:
            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.
Registration Statement on Form 10 filed June 16, 2021
Implications of Being an Emerging Growth Company, page 3
1.Your disclosure indicates that you qualify as an emerging growth company under the
JOBS Act. Please revise to disclose whether you intend to take advantage of the extended
transition period allowed for emerging growth companies for complying with new or
revised accounting guidance as allowed by Section 107 of the JOBS Act and Section
7(a)(2)(B) of the Securities Act of 1933.
Item 1. Business
Description of the Business, page 18
2.We note that you operate in certain markets through management services arrangements.
Please describe the material terms of these arrangements, including the services you
provide, payment terms, and term and termination provisions.  To the extent these

 FirstName LastNameNicholas Vita
 Comapany NameColumbia Care Inc.
 July 13, 2021 Page 2
 FirstName LastNameNicholas Vita
Columbia Care Inc.
July 13, 2021
Page 2
agreements are material to your business, please also file them as exhibits to your
registration statement, or advise.  See Item 601(b)(10) of Regulation S-K.  In addition, to
the extent you do not retain all of the profits from the licensed entities that you manage,
please revise your disclosure throughout the registration statement, including in your
tables from pages 18 through 28, to clarify this and to account for the differences in
economic benefit to you.
3.We note your disclosure that Columbia Care's addressable market encompasses
approximately 53% of the U.S. adult population.  Please tell us the basis for this assertion,
including but not limited to how you calculated the adult population in each addressable
market and whether you accounted for states that only allow medicinal use of cannabis.
Product Selection and Offerings, page 26
4.When discussing your controlled-dose, solid-fill medicinal cannabinoid capsules and
tablets, please clearly disclose whether any of your products have been approved by the
U.S. Food and Drug Administration and, if not, please briefly explain why.
Intellectual Property, page 31
5.Clarify the extent to which your intellectual property rights are enforceable where
cannabis remains illegal under U.S. federal law.  Please also expand your disclosure
regarding your material patents and patent applications to identify the specific product(s)
to which such patents relate and the scope of patent protection.
Item 1A. Risk Factors
Conversions and potential future sales of shares..., page 121
6.With reference to your disclosure on page 175, please revise to add a risk factor that
addresses your ability to issue an unlimited number of Common Shares, Proportionate
Voting Shares, and Preferred Shares.
Item 2. Financial Information
Results of Operations, page 139
7.Please separately quantify each of the factors noted regarding the increase in revenues
over prior periods, and expand your discussion of these factors to provide a
better understanding of the changes in your revenues.
8.You present two categories of cost of sales (related to inventory production and related to
business combination fair value adjustments). In this regard, please discuss the
components of each category and provide a discussion for the change in each category
period-over-period. Where you identify multiple contributing factors relating to the
period-over-period change, please quantify the impact of each material factor discussed to
provide better understanding of the underlying reasons for the changes in your results.
Refer to Item 303 of Regulation S-K and Section III.D of SEC Release No. 33-6835.

 FirstName LastNameNicholas Vita
 Comapany NameColumbia Care Inc.
 July 13, 2021 Page 3
 FirstName LastNameNicholas Vita
Columbia Care Inc.
July 13, 2021
Page 3
Non-GAAP Measures, page 140
9.On page 25, you disclose that you use certain key performance indicators (KPIs) to assess
your rate of growth and performance.  You identify four KPIs that you use, but only
present two of those measures, without presenting gross or EBITDA margin which would
appear to be non-GAAP measures. Tell us how you considered the guidance of Release
No. 33-10751 which was effective February 25, 2020 in determining whether to disclose
these measures.
Item 8. Legal Proceedings, page 169
10.Please discuss in greater detail the relief sought, such as damages, or advise us why such
disclosure is not required. See Item 103 of Regulation S-K.
Item 10. Recent Sale of Unregistered Securities, page 173
11.For each transaction, please state briefly the facts relied upon to make the exemption
available. See Item 701(d) of Regulation S-K.
Item 11. Description of the Registrant's Securities To Be Registered
Forum Selection, page 180
12.Please clarify whether the forum selection provision in the company’s articles could apply
to claims brought under the U.S. federal securities laws.
Item 15. Financial Statement and Exhibits, page 184
13.Please provide a signed audit report from the Independent Auditors of TGS Global for the
audited financial statements for the years ended December 31, 2019 and 2018. In addition,
please note that the review report for the unaudited financial statements of TGS Global for
the interim period ended June 30, 2020 is unsigned as well.
Columbia Care Inc. Notes to the Consolidated Financial Statements
2. Summary of Signifcant Accounting Policies, page F-9
14.Please include your accounting policy for your sales-leaseback transactions.
Segment Information, page F-10
15.We note that you provide a breakdown of your sales product mix and revenues related to
four product categories: concentrates, edibles, flower, and other on pages 26 and 27,
respectively.  Please provide the disclosures required by ASC 280-10-50-40 through 42.
Revenue Recognition, page F-17
16.Please expand your revenue disclosure to provide the following:
•Separately quantify and provide your revenue recognition policy for your other

 FirstName LastNameNicholas Vita
 Comapany NameColumbia Care Inc.
 July 13, 2021 Page 4
 FirstName LastName
Nicholas Vita
Columbia Care Inc.
July 13, 2021
Page 4
revenue streams (i.e. management services agreements, Columbia National Credit
card (“CNC”)). If your additional revenue streams are immaterial, please disclose that
fact.
•To the extent your revenue streams from services are greater than 10% of total, tell us
how you considered the requirement of Rule 5-03(b) of Regulation S-X to break out
service revenue separate from product revenue on the face of your Statements of
Operations.
•Quantify net sales discounts for each period presented and provide a discussion
regarding what your sales discounts relate to and how they are estimated for the
purpose of determining the transaction price, identifying any significant adjustments
to those estimates.
•Provide a discussion of the components included in your cost of sales.
17.Please revise to disclose whether you have maintained the customer loyalty points rewards
program that TGS implemented. If so, please provide related disclosures.
Related Party Transactions, page F-18
18.On page 25, footnote (1) notes that "net revenue...includes net revenue from related
parties in the fiscal quarter." Please provide a discussion related to your related party
revenues and clearly label related party transactions. Refer to ASC 850-10-50 and Rule 4-
08(k) of Regulation S-X.
6. Acquisitions
Green Leaf Medical, page F-28
19.Please tell us your accounting basis for not providing the financial statements and related
pro forma financial information for Green Leaf Medical, which was acquired June 11,
2021.
            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 Sasha Parikh at 202-551-3627 or Kevin Vaughn at 202-551-3494 if you
have questions regarding comments on the financial statements and related matters.  Please
contact Irene Paik at 202-551-6553 or Samuel Kluck at 202-551-3233 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       James Guttman