SecProbe.io

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 cphc20250923_corresp.htm

 Canterbury Park Holding Corporation

 1100 Canterbury Road

 Shakopee, Minnesota 55379

 September 23, 2025

 Via EDGAR

 Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, N.E.

 Washington, D.C. 20549

 Re:
 Canterbury Park Holding Corporation

 Registration Statement on Form S-3

 File No. 333-290279

 Ladies and Gentlemen:

 In accordance with Rule 461 under the Securities Act of 1933, as amended, Canterbury Park Holding Corporation hereby respectfully requests acceleration of the effective date of the above-referenced Registration Statement so that the same shall become effective as of 4:00 p.m. Eastern Time on Friday, September 26, 2025, or as soon as practicable thereafter.

 If you have any questions regarding this request, please contact Jeffrey Anderson of Lathrop GPM LLP, counsel to the Company, at (612) 632-3002. In addition, please notify Mr. Anderson when this request for acceleration has been granted.

 Sincerely,

 CANTERBURY PARK HOLDING CORPORATION

 /s/ Randy J. Dehmer

 Randy J. Dehmer

 Chief Financial Officer

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 September 22, 2025

Randall D. Sampson
President and Chief Executive Officer
Canterbury Park Holding Corp
1100 Canterbury Road
Shakopee, MN 55379

 Re: Canterbury Park Holding Corp
 Registration Statement on Form S-3
 Filed September 16, 2025
 File No. 333-290279
Dear Randall D. Sampson:

 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 Rebekah Reed at 202-551-5332 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Trade &
Services
cc: Jeffrey C. Anderson
</TEXT>
</DOCUMENT>

CORRESP
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	cphc20220927_corresp.htm

Canterbury Park Holding Corporation

1100 Canterbury Road

Shakopee, Minnesota 55379

September 27, 2022

Via EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

			Re:
			Canterbury Park Holding Corporation

			Registration Statement on Form S-3

			File No. 333-267540

Ladies and Gentlemen:

In accordance with Rule 461 under the Securities Act of 1933, as amended, Canterbury Park Holding Corporation hereby respectfully requests acceleration of the effective date of the above-referenced Registration Statement so that the same shall become effective as of 4:00 p.m. Eastern Time on Friday, September 30, 2022, or as soon as practicable thereafter.

If you have any questions regarding this request, please contact April Hamlin of Ballard Spahr LLP, counsel to the Company, at (612) 371-3211. In addition, please notify Ms. Hamlin when this request for acceleration has been granted.

Sincerely,

CANTERBURY PARK HOLDING CORPORATION

/s/ Randy J. Dehmer

Randy J. Dehmer

Chief Financial Officer

United States securities and exchange commission logo
September 26, 2022
Randy Dehmer
Chief Financial Officer
Canterbury Park Holding Corp
1100 Canterbury Road
Shakopee, MN 55379
Re:Canterbury Park Holding Corp
Registration Statement on Form S-3
Filed on September 21, 2022
File No. 333-267540
Dear Mr. Dehmer:
            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 Janice Adeloye at 202-551-3034 or Jennifer López Molina at 202-551-
3792 with any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

October 15, 2019
Randy Dehmer
Chief Financial Officer
Canterbury Park Holding Corp
1100 Canterbury Road
Shakopee, MN 55379
Re:Canterbury Park Holding Corp
Registration Statement on Form S-3
Filed October 10, 2019
File No. 333-234156
Dear Randy Dehmer:
            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 Jacqueline Kaufman at 202-551-3797 with any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

CORRESP
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Canterbury Park Holding Corporation

1100 Canterbury Road

Shakopee, MN 55379

October 16, 2019

Via EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

 Re: Canterbury Park Holding Corporation

Registration Statement on Form S-3

Filed October 10, 2019

File No. 333-234156

Ladies and Gentlemen:

In accordance with Rule 461 under the Securities Act of 1933,
as amended, Canterbury Park Holding Corporation hereby respectfully requests acceleration of the effective date of the above-referenced
Registration Statement so that the same shall become effective as of 4:00 p.m. Eastern Time on Friday, October 18, 2019, or as
soon as practicable thereafter.

If you have any questions regarding this request, please contact
April Hamlin of Ballard Spahr LLP, counsel to the Company, at (612) 371-3211.

Sincerely,

CANTERBURY PARK HOLDING CORPORATION

/s/ Randy J. Dehmer

Randy J. Dehmer

Chief Financial Officer

CORRESP
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New Canterbury Park Holding Corporation

1100 Canterbury Road

Shakopee, Minnesota 55379

May 25, 2016

VIA EDGAR

Division of Corporation Finance

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, DC 20549

    Re:

        New Canterbury Park Holding
Corporation

Registration Statement on Form S-4

File No. 333-210877

Ladies and Gentlemen:

Pursuant to Rule 461 under
the Securities Act of 1933, as amended, New Canterbury Park Holding Corporation, a Minnesota corporation (the “Company”),
hereby requests that the effective date of the above-captioned Registration Statement be accelerated so that it becomes effective
at 9:00 a.m., Eastern Time, on Friday, May 27, 2016, or as soon thereafter as practicable.

The Company hereby acknowledges
that:

    ●
    Should the Securities Exchange Commission (the “Commission”) or the Staff, acting pursuant to delegated authority, declare the Company’s Registration Statement effective, it does not foreclose the Commission from taking any action with respect to the Registration Statement;

    ●
    The action of the Commission or the Staff, acting pursuant to delegated authority, in declaring the Company’s Registration Statement effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the Registration Statement; and

    ●
    The Company may not assert Staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Please call Richard Primuth
of Lindquist & Vennum, LLP, counsel to the Company, at (612) 371-3260 as soon as the Registration Statement has been declared
effective.

    Very Truly Yours,

    NEW CANTERBURY PARK HOLDING CORPORATION

    /s/ Randall D.
    Sampson

    Randall D. Sampson

President & Chief Executive Officer

CORRESP
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filename1.htm

NEW
CANTERBURY PARK HOLDING CORPORATION

1100 Canterbury Road

Shakopee, MN 55379

May
18, 2016

    Ms.
    Susan Block

    Attorney-Advisor

    Office of Transportation and Leisure

    U.S. Securities and Exchange Commission

    100 F Street N.E.

    Washington, DC 20549
    Filed
    as Edgar Correspondence

    Re:
    New
    Canterbury Park Holding Corporation

    Registration
    Statement on Form S-4

    Filed
    April 22, 2016

    File
    No. 333-210877

    Canterbury
    Park Holding Corporation

    Preliminary
    Proxy Statement on Schedule 14A

    Filed
    April 14, 2016

    File
    No. 001-31569

Dear
Ms. Block:

New
Canterbury Park Holding Corporation (the “Registrant”) hereby responds to comments in the comment letter of the staff
of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the “Commission”)
dated May 11, 2016, relating to the above-referenced Registration Statement on Form S-4 (the “Registration Statement”)
and the related Preliminary Proxy Statement on Schedule 14A (“Proxy Statement”) filed by Canterbury Park Holding Corporation
(“Company”). This response is also being submitted on behalf of the Company. For convenience, the Staff’s comments
are set forth below, followed by our response.

Registration
Statement on Form S-4

General

    1.
    We
    note your disclosure that the reorganization has been structured to qualify as a tax-free reorganization under the U.S. Internal
    Revenue Code. Please file a tax opinion as required by Item 601(b)(8) of Regulation S-K. Refer also to Staff Legal Bulletin
    No. 19, Legality and Tax opinions in Registered Offerings, Section III, available on our website at www.sec.gov.

Canterbury
Park Holding Corporation - Preliminary Proxy Statement on Schedule 14A

General

    2.
    Please
    make any conforming changes to the proxy, to the extent applicable.

Response:

The
Registrant is filing concurrently with this letter an Amendment No. 1 to the Registration Statement (the “Amendment”).
The Amendment provides as an exhibit the opinion required by Item 601(b)(8) of Regulation S-K, and also generally updates and
clarifies information in the proxy statement/prospectus contained therein.

The
Company is filing concurrently an amended Preliminary Proxy Statement that is identical to the proxy statement/prospectus in the
Amendment.

*
* * *

In
connection with responding to the Staff’s comment, the Company acknowledges that:

    ·
    The
    Registrant and the Company are responsible for the adequacy and accuracy of their disclosures in the filings;

    ·
    Staff
    comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with
    respect to the filing; and

    ·
    The
    Registrant and the Company may not assert Staff comments as a defense in any proceeding initiated by the Commission or any
    person under the federal securities laws of the United States.

If
we can facilitate the Staff’s review, or if the Staff has any questions on any of the information set forth herein, please
telephone Richard Primuth, our counsel, at (612) 371-3260. Thank you for your time and consideration.

    Respectfully
    submitted,

    NEW
    CANTERBURY PARK HOLDING CORPORATION

    /s/
    Randall D. Sampson

    Randall
    D. Sampson

    President
    and Chief Executive Officer

    2

Mail Stop 3561
May 11, 2016

Randall D. Sampson
Chief Executive Officer
New Canterbury Park Holding Corporation
1100 Canterbury Road
Shakopee, M N 55379

Re: New Canterbury Park Holding  Corporation
  Registration Statement on Form S-4
Filed  April 22, 2016
  File No.  333-210877

  Canterbury Park Holding Corporation
  Preliminary Proxy Statement on Schedule 14A
  Filed April 14, 2016
  File No. 001 -31569

Dear Mr. Sampson:

We have limited our review of your registration statement to those issues we have
addressed in our comments.  In  some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.

Please respond to this letter by amen ding your registration statement and providing the
requested information .  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.

After reviewing any a mendment to your registration statement and the information you
provide in response to these  comments, we may have  additional comments.

Randall D. Sampson
New Canterbury Park Holding Corporation
May 11, 201 6
Page 2

 New Canterbury Park Holding Corporation

Registration Statement on Form S -4

General

1. We note your disclosure that the r eorganization has been structured to qualify as a tax -
free reorganization  under the U.S. Internal Revenue Code.   Please file a tax opinion as
required by Item 601(b)(8) of Regulation S -K.  Refer also to Staff Legal Bulletin  No. 19,
Legality and T ax Opinions in Registered Offerings, Section III, available on our website
at www.sec.gov .

Canterbury Park Holding Corporation

Preliminary Proxy Statement on Schedule 14A

General

2. Please also make  any conforming changes  to the proxy, to the extent applicable .

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Act of 193 3 and
all applicable Securities  Act rules require.   Since the company and its management are in
possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

Notwithstanding our comments, in the event you request acceleration of the effective date
of the pending registration statement , please provide a written statement from the company
acknowledging that:

 should the Commission or the staff, acting pursuant to delegated authority, declare the
filing ef fective, it does not foreclose the Commission from taking any action with respect
to the filing;

 the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective, does not relieve the company from its f ull responsibility for
the adequacy and accuracy of the disclosure in the filing; and

 the company may not assert staff comments and the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the federa l
securities laws of the United States.

Please refer to Rules 460 and 461 regarding requests for  acceleration .  We will consider a
written request for acceleration of the effective date of the registration statement as confirmation

Randall D. Sampson
New Canterbury Park Holding Corporation
May 11, 201 6
Page 3

 of the fact that those requesting acceleration are aware of their respective responsibilities under
the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed
public offering of the securities specified in the above registration statement.  Please allow
adequate time  for us to review any amendment prior to the requested effective date of the
registration statement.

You may contact Ryan Adams  at (202) 551 -3191  or me at (202) 551 -3210  with any other
questions.

Sincerely,

 /s/ Susan Block

 Susan Block
Attorney -Adviser
Office of Transportation and Leisure

cc:  Richard A. Primuth
Lindquist & Vennum LLP