SecProbe.io

<DOCUMENT>
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<TEXT>
 September 10, 2025

Barbara Sher
Chief Executive Officer
Greenlane Holdings, Inc.
1095 Broken Sound Parkway, Suite 100
Boca Raton, FL 33487

 Re: Greenlane Holdings, Inc.
 Registration Statement on Form S-3
 Filed September 5, 2025
 File No. 333-290085
Dear Barbara Sher:

 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 Kate Beukenkamp at 202-551-3861 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Trade &
Services
cc: Arthur Marcus
</TEXT>
</DOCUMENT>

CORRESP
 1
 filename1.htm

 Greenlane
Holdings, Inc.

 1095
Broken Sound Parkway, Suite 100

 Boca
Raton, Florida

 Tel:
(887) 292-7660

 September
10, 2025

 VIA
EDGAR

 United
States Securities and Exchange Commission

 Division
of Corporation Finance

 100
F. Street, N.E.

 Washington,
D.C. 20549

 Attention:
Ms. Kate Beukenkamp

 Re:
 Greenlane
 Holdings, Inc.

 Registration
 Statement on Form S-3
 Filed
 September 5, 2025

 File
 No. 333-290085

 Ladies
and Gentlemen:

 Pursuant
to Rule 461 promulgated under the Securities Act of 1933, as amended, the undersigned respectfully requests that the effective date for
the Registration Statement referred to above be accelerated so that it will be declared effective at 5:00 p.m., Eastern Time on Friday,
September 12, 2025, or as soon thereafter as practicable.

 Please
contact Arthur Marcus, Esq. of Sichenzia Ross Ference Carmel LLP at (516) 459-8161, as soon as the Registration Statement has been declared
effective, or if you have any other questions or concerns regarding this matter.

 Very truly yours,

 GREENLANEHOLDINGS, INC.

 By:
 /s/ Barbara
 Sher

 Barbara Sher

 Chief Executive Officer (Principal Executive Officer)

 cc:
Arthur Marcus, Esq., Sichenzia Ross Ference Carmel LLP

CORRESP
 1
 filename1.htm

 Greenlane
Holdings, Inc.

 1095
Broken Sound Parkway, Suite 100

 Boca
Raton, Florida 33487

 April
22, 2025

 EDGAR

 Division
of Corporation Finance

 Securities
and Exchange Commission

 100
F Street, N.E.

 Washington,
D.C. 20549

 Re:
 Greenlane
 Holdings, Inc.

 Registration
 Statement on Form S-1

 File
 No. 333-286027

 Ladies
and Gentlemen:

 Pursuant
to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended, Greenlane Holdings, Inc., respectfully
requests that the effective date of the registration statement referred to above be accelerated so that it will become effective at 4:30
p.m., Eastern Time, on April 23, 2025, or as soon thereafter as possible.

 Greenlane
 Holdings, Inc.

 By:
 /s/
 Lana Reeve

 Name:
 Lana
 Reeve

 Title:
 Chief
 Financial and Legal Officer

CORRESP
 1
 filename1.htm

 April
17, 2025

 Securities
and Exchange Commission

 Division
of Corporate Finance

 100
F Street, NE

 Washington,
D.C. 20549

 Attn:
Ms. Alyssa Wall and Mr. Dietrich King

 Re:
Greenlane Holdings, Inc.

 Registration
Statement on Form S-1

 Filed
March 21, 2025

 File
No. 333-286027

 Dear
Ms. Wall and Mr. King:

 Please
find below our responses to the questions raised by the staff (the " Staff ") of the Securities and Exchange Commission
(the " Commission ") in its letter of comments dated April 3, 2025 (the " Comment Letter") relating
to the registration statement on Form S-1, which was submitted to the Commission by Greenlane Holdings, Inc. (the " Company "
or " we ") on March 21, 2025.

 The
Company's responses are numbered to correspond to the Staff's comments. For your convenience, each of the Staff's comments
contained in the Comment Letter has been restated in bold .

 We
have also updated the Registration Statement on Form S-1 (" Registration Statement ") which is submitted to the Commission
simultaneously together with this letter.

 Registration
Statement on Form S-1

 General

 1.
 We
 note that the shares of common stock registered for resale under this registration statement, if issued, would exceed the number
 of shares currently authorized for issuance. We further note that, pursuant to the proxy statement on Schedule 14A filed on March
 7, 2025, you intend to hold a special meeting of stockholders on April 17, 2025 to enable you to amend the articles of incorporation
 to increase the authorized shares of Class A common stock from 600,000,000 shares to 1,800,000,000 shares.

 ●
 Please
 confirm to us that you will not request acceleration of the effective date of this registration statement until you have obtained
 stockholder approval such that you have sufficient authorized shares to conduct the offering.

 ●
 Additionally,
 please update your disclosure throughout the prospectus to discuss and reflect the special meeting and the increase of authorized
 shares, including, but not limited to, disclosure in the "Risk Factors" and "Description of Capital Stock"
 sections.

 Response :
As per our discussion, we advised you that we would not request acceleration of the effective date until we have received
stockholder approval to have sufficient authorized shares to conduct the offering. We have now received shareholder approval and the
amendment to increase the shares has now been made,. Please note that we filed an 8-K today disclosing such events. We have updated
the S-1 to discuss and reflect the meeting and disclosed the amendment to the Certificate of Incorporation. See pages 52 (Risk
Factors) and 61 (Description of Securities).

 Because of the significant liquidated damages provisions it is very important for the Company to go effective on the S-1 as soon as
possible. If you need anything at all, please let me know. Thank you for your cooperation.

 Should
you have any questions regarding the foregoing, please do not hesitate to contact me at 516-459-8161 with any questions or comments regarding
this correspondence on the revised and updated Registration Statement.

 Very
 truly yours,

 By:
 /s/
 Arthur Marcus

 Name:
 Arthur
 Marcus, Esq.

CORRESP
 1
 filename1.htm

 April
11, 2025

 Securities
and Exchange Commission

 Division
of Corporate Finance

 100
F Street, NE

 Washington,
D.C. 20549

 Attn:
Ms. Alyssa Wall and Mr. Dietrich King

 Re:
Greenlane Holdings, Inc.

 Registration
Statement on Form S-1

 Filed
March 21, 2025

 File
No. 333-286027

 Dear
Ms. Wall and Mr. King:

 Please
find below our responses to the questions raised by the staff (the " Staff ") of the Securities and Exchange Commission
(the " Commission ") in its letter of comments dated April 3, 2025 (the " Comment Letter") relating
to the registration statement on Form S-1, which was submitted to the Commission by Greenlane Holdings, Inc. (the " Company "
or " we ") on March 21, 2025.

 The
Company's responses are numbered to correspond to the Staff's comments. For your convenience, each of the Staff's comments
contained in the Comment Letter has been restated in bold .

 We
have also updated the Registration Statement on Form S-1 (" Registration Statement ") which is submitted to the Commission
simultaneously together with this letter.

 Registration
Statement on Form S-1

 General

 1.
 We
 note that the shares of common stock registered for resale under this registration statement, if issued, would exceed the number
 of shares currently authorized for issuance. We further note that, pursuant to the proxy statement on Schedule 14A filed on March
 7, 2025, you intend to hold a special meeting of stockholders on April 17, 2025 to enable you to amend the articles of incorporation
 to increase the authorized shares of Class A common stock from 600,000,000 shares to 1,800,000,000 shares.

 ●
 Please
 confirm to us that you will not request acceleration of the effective date of this registration statement until you have obtained
 stockholder approval such that you have sufficient authorized shares to conduct the offering.

 ●
 Additionally,
 please update your disclosure throughout the prospectus to discuss and reflect the special meeting and the increase of authorized
 shares, including, but not limited to, disclosure in the "Risk Factors" and "Description of Capital Stock"
 sections.

 Response :
As per our discussion, we will not request acceleration of the effective date until we have received stockholder approval to have sufficient
authorized shares to conduct the offering. We will advise you once the amendment has been made, expected on April 17, 2025, and then
discuss accelerating the effective date of the registration statement. Please note that we appear to have the necessary votes to approve
the increase and subject to any changes should be approved and effective on April 17, 2025. Because of the significant liquidated damages
provisions it is very important for the Company to go effective on the S-1 as soon as possible. Thank you for your cooperation.

 Should
you have any questions regarding the foregoing, please do not hesitate to contact me at 516-459-8161 with any questions or comments
regarding this correspondence on the revised and updated Registration Statement.

 Very
 truly yours,

 By:
 /s/
 Arthur Marcus

 Name:
 Arthur Marcus, Esq.

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<TEXT>
 April 3, 2025

Barbara Sher
Chief Executive Officer
Greenlane Holdings, Inc.
1095 Broken Sound Parkway, Suite 100
Boca Raton, Florida

 Re: Greenlane Holdings, Inc.
 Registration Statement on Form S-1
 Filed March 21, 2025
 File No. 333-286027
Dear Barbara Sher:

 We have conducted a limited review of your registration statement and
have the
following comment.

 Please respond to this letter by amending your registration statement
and providing
the requested information. If you do not believe a comment applies to your
facts and
circumstances or do not believe an amendment is appropriate, please tell us why
in your
response.

 After reviewing any amendment to your registration statement and the
information
you provide in response to this letter, we may have additional comments.

Registration Statement on Form S-1
General

1. We note that the shares of common stock registered for resale under this
registration
 statement, if issued, would exceed the number of shares currently
authorized for
 issuance. We further note that, pursuant to the proxy statement on
Schedule 14A filed
 on March 7, 2025, you intend to hold a special meeting of stockholders
on April 17,
 2025 to enable you to amend the articles of incorporation to increase
the authorized
 shares of Class A common stock from 600,000,000 shares to 1,800,000,000
shares.
 Please confirm to us that you will not request acceleration of the
effective date of
 this registration statement until you have obtained stockholder
approval such that
 you have sufficient authorized shares to conduct the offering.
 Additionally, please update your disclosure throughout the
prospectus to discuss
 and reflect the special meeting and the increase of authorized
shares, including,
 April 3, 2025
Page 2

 but not limited to, disclosure in the "Risk Factors" and
"Description of Capital
 Stock" sections.

 We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence
of action by the staff.

 Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.

 Please contact Alyssa Wall at 202-551-8106 or Dietrich King at
202-551-8071 with
any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Trade &
Services
cc: Arthur Marcus
</TEXT>
</DOCUMENT>

CORRESP
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Greenlane
Holdings, Inc.

1095
Broken Sound Parkway, Suite 100

Boca
Raton, Florida

Tel:
(887) 292-7660

September
11, 2024

VIA
EDGAR

United
States Securities and Exchange Commission

Division
of Corporation Finance

100
F. Street, N.E.

Washington,
D.C. 20549

Attention:
Ms. Jennifer Lopez Molina

    Re:
    Greenlane Holdings, Inc.

    Registration
    Statement on Form S-1

    File
    No. 333-281831

Ladies
and Gentlemen:

Pursuant
to Rule 461 promulgated under the Securities Act of 1933, as amended, the undersigned respectfully requests that the effective date for
the Registration Statement referred to above be accelerated so that it will be declared effective at 4:30 p.m., Eastern Time on Friday,
September 13, 2024, or as soon thereafter as practicable.

Please
contact Arthur Marcus, Esq. of Sichenzia Ross Ference Carmel LLP at (516) 459-8161, as soon as the Registration Statement has been declared
effective, or if you have any other questions or concerns regarding this matter.

    Very
    truly yours,

    GREENLANE
    HOLDINGS, INC.

    By:

    /s/
    Barbara Sher

    Barbara
    Sher

    Chief
    Executive Officer (Principal Executive Officer)

September 9, 2024
Barbara Sher
Chief Executive Officer
Greenlane Holdings, Inc.
1095 Broken Sound Parkway, Suite 100
Boca Raton, Florida
Re:Greenlane Holdings, Inc.
Registration Statement on Form S-1
Filed August 28, 2024
File No. 333-281831
Dear Barbara Sher:
            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 Alyssa Wall at 202-551-8106 with any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:Arthur Marcus

CORRESP
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June 27, 2023

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

    Re:
    Greenlane Holdings, Inc.

    Registration Statement on Form S-1

    File No. 333-269576

Ladies and Gentlemen:

In accordance with Rule 461
of the General Rules and Regulations promulgated under the Securities Act of 1933, as amended (the “Act”), A.G.P./Alliance
Global Partners, as Placement Agent, hereby joins Greenlane Holdings, Inc. (the “Company”) in requesting that the Securities
and Exchange Commission take appropriate action to cause the Registration Statement on Form S-1, as amended (File No. 333-269576) (the
“Registration Statement”), to become effective on Wednesday, June 28, 2023, at 4:05 p.m., Eastern Time, or as soon thereafter
as practicable, or at such other time as the Company or its outside counsel, Morrison & Foerster LLP, request by telephone that such
Registration Statement be declared effective.

Pursuant to Rule 460 of the
General Rules and Regulations under the Act, the undersigned advises that copies of the Preliminary Prospectus, dated June 28, 2023, are
expected to be distributed to prospective dealers, institutional investors, retail investors and others as appears to be reasonable to
secure adequate distribution of the Preliminary Prospectus.

The Placement Agent is aware
of its obligations under, and confirm that it is complying with, the provisions of Rule 15c2-8 under the Securities Exchange Act of 1934,
as amended, including the delivery requirement contained in such Rule.

    Very truly yours,

    A.G.P./Alliance Global Partners

    By:
    /s/ Thomas J. Higgins

    Name:
    Thomas J. Higgins

    Title:
    Managing Director

CORRESP
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GREENLANE HOLDINGS, INC.

1095 Broken Sound Parkway, Suite 100

Boca Raton, FL 33487

June 27, 2023

VIA EDGAR

Cara Wirth

Jennifer López Molina

Division of Corporation Finance

United States Securities and Exchange Commission

100 F Street, NE

Washington, D.C. 20549

    Re:
    Greenlane Holdings, Inc.

    Registration Statement on Form S-1
(File No. 333-269576)

Dear Ms. Wirth and Ms. López Molina:

Pursuant to Rule 461 under the Securities Act
of 1933, as amended, Greenlane Holdings, Inc. (the “Registrant”) hereby requests acceleration of effectiveness of its registration
statement on Form S-1 (File No. 333-269576) to 4:05 p.m., Eastern Time, on June 28, 2023, or as soon as practicable thereafter.

The Registrant requests that it be notified of
such effectiveness by a telephone call to John Hensley, the Company’s counsel at Morrison & Foerster LLP, at (202) 778-1654.

    Very truly yours,

    Greenlane Holdings, Inc.

    By:
    /s/ Lana Reeve

    Name:
    Lana Reeve

    Title:
    Chief Financial and Legal Officer

CORRESP
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June 8, 2023

BY EDGAR

Ms. Cara Wirth

Ms. Jennifer López Molina

Division of Corporation Finance

United States Securities and Exchange Commission

100 F Street, NE

Washington, D.C. 20549

    Re:
    Greenlane Holdings, Inc.

    Registration Statement on Form S-1

    Filed February 3, 2023

    File No. 333-269576

Dear Ms. Wirth and Ms. López
Molina:

This letter is submitted on
behalf of Greenlane Holdings, Inc. (the “Company”), in response to comments from the staff of the Division
of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the “Commission”)
in its letter dated February 21, 2023 (the “Comment Letter”) with respect to the Company’s Registration
Statement on Form S-1, filed on February 3, 2023 (the “Form S-1”).

For your convenience, the
Staff’s numbered comment set forth in the Comment Letter has been reproduced in bold and italics herein with a response immediately
following the comment. The below response is also reflected, to the extent applicable, in the Company’s amendment to the Form S-1
(the “Amendment”), to be filed on or about June 8, 2023.

    1.
    We note that you incorporate by reference to various filings. However, it appears that you are not eligible to incorporate by reference under General Instruction VII.C. of Form S-1, as you do not have a Form 10-K on file for your most recently completed fiscal year. Additionally, we note that you are required to provide certain updated information as of the most recently completed year pursuant to Items 402, 403, and 404 of Regulation S-K. Please revise your registration statement to include the above referenced information, as applicable.

Response to Comment

The Company respectfully
advises the Staff that it meets the eligibility requirements set forth in General Instruction VII.C. of Form S-1 to incorporate by reference
as a result of the Company having filed its Annual Report on Form 10-K for the fiscal year ended December 31, 2022 with the Commission
on March 31, 2023. Additionally, the Company provided the information required pursuant to Items 402, 403 and 404 of Regulation S-K for
the most recently completed year in its Definitive Proxy Statement on Schedule 14A filed with the Commission on April 27, 2023, which
filing is incorporated by reference into the Amendment. Therefore, the Company is eligible to incorporate by reference into the Amendment
and has incorporated by reference the information required by Items 402, 403 and 404 of Regulation S-K into the Amendment.

*        *         *         *

1095 BROKEN SOUND PKWY NW, SUITE 100, BOCA RATON,
FL 33487       GNLN.COM

Ms. Cara Wirth

Ms. Jennifer López Molina

Division of Corporation Finance

June 8, 2023

Page 2

The Company respectfully
believes that the information contained herein is responsive to the Staff’s comment. If you have any questions or would like
further information concerning the Company’s responses to your Comment Letter, please do not hesitate to contact me at (949) 500-4033.

    Sincerely,

    /s/ Lana Reeve

    Lana Reeve

    Chief Financial and Legal Officer

    cc:
    Craig Snyder

    Greenlane Holdings, Inc.

    Justin Salon

    Morrison & Foerster LLP

    John Hensley

    Morrison & Foerster LLP

1095 BROKEN SOUND PKWY NW, SUITE 100, BOCA RATON,
FL 33487       GNLN.COM

United States securities and exchange commission logo
February 21, 2023
Craig Snyder
Chief Executive Officer
Greenlane Holdings, Inc.
1095 Broken Sound Parkway, Suite 100
Boca Raton, FL 33487
Re:Greenlane Holdings, Inc.
Registration Statement on Form S-1
Filed February 3, 2023
File No. 333-269576
Dear Craig Snyder:
            We have limited our review of your registration statement to those issues we have
addressed in our comment.  In our comment, we may ask you to provide us with information so
we may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to this comment, we may have additional comments.
Registration Statement on Form S-1 Filed February 3, 2023
General
1.We note that you incorporate by reference to various filings.  However, it appears that you
are not eligible to incorporate by reference under General Instruction VII.C. of Form S-1,
as you do not have a Form 10-K on file for your most recently completed fiscal year.
Additionally, we note that you are required to provide certain updated information as of
the most recently completed year pursuant to Items 402, 403, and 404 of Regulation S-K.
Please revise your registration statement to include the above-referenced information, as
applicable.

 FirstName LastNameCraig Snyder
 Comapany NameGreenlane Holdings, Inc.
 February 21, 2023 Page 2
 FirstName LastName
Craig Snyder
Greenlane Holdings, Inc.
February 21, 2023
Page 2
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            Please contact Cara Wirth at (202) 551-7127 or Jennifer López Molina at (202) 551-3792
with any other questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       John Hensley

CORRESP
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GREENLANE HOLDINGS, INC.

1095 Broken Sound Parkway,
Suite 300

Boca Raton, FL 33487

October 26, 2022

VIA EDGAR

Janice Adeloye

Dietrich King

Division of Corporation Finance

United States Securities and Exchange Commission

100 F Street, NE

Washington, D.C. 20549

 Re: Greenlane Holdings,
                                            Inc.

Registration Statement
on Form S-1 (File No. 333-267782)

Dear Ms. Adeloye and Mr. King:

Pursuant
to Rule 461 under the Securities Act of 1933, as amended, Greenlane Holdings, Inc. (the “Registrant”) hereby requests
acceleration of effectiveness of its registration statement on Form S-1 (File No. 333-267782) to 4:05 p.m., Eastern Time, on
October 27, 2022, or as soon as practicable thereafter.

The
Registrant requests that it be notified of such effectiveness by a telephone call to Justin R. Salon, the Company’s counsel at
Morrison & Foerster LLP, at (202) 887-8785.

    Very truly yours,

                    Greenlane Holdings, Inc.

    By:
    /s/ Darshan Dahya

    Name:
    Darshan Dahya

    Title:
    Chief Accounting Officer

CORRESP
1
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October 26, 2022

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

 Re: Greenlane Holdings, Inc.

Registration
Statement on Form S-1

File
No. 333-267782

Ladies and Gentlemen:

In accordance with
Rule 461 of the General Rules and Regulations promulgated under the Securities Act of 1933, as amended (the “Act”), A.G.P./ALLIANCE
GLOBAL PARTNERS, as Placement Agent, hereby joins Greenlane Holdings, Inc. (the “Company”) in requesting that the Securities
and Exchange Commission take appropriate action to cause the Registration Statement on Form S-1, as amended (File No. 333-267782)
(the “Registration Statement”), to become effective on Thursday, October 27, 2022, at 4:00 p.m., Eastern Time, or as soon
thereafter as practicable, or at such other time as the Company or its outside counsel, Morrison & Foerster LLP, request by telephone
that such Registration Statement be declared effective.

Pursuant to Rule
460 of the General Rules and Regulations under the Act, the undersigned advises that copies of the Preliminary Prospectus, dated October
27, 2022, are expected to be distributed to prospective dealers, institutional investors, retail investors and others as appears to be
reasonable to secure adequate distribution of the Preliminary Prospectus.

The Placement Agent
is aware of its obligations under, and confirm that it is complying with, the provisions of Rule 15c2-8 under the Securities Exchange
Act of 1934, as amended, including the delivery requirement contained in such Rule.

    Very truly yours,

    A.G.P./ALLIANCE GLOBAL PARTNERS

    By:
    /s/ Thomas J. Higgins

    Name:
    Thomas J. Higgins

    Title:
    Managing Director

United States securities and exchange commission logo
October 17, 2022
Amir Sadr
General Counsel
Greenlane Holdings, Inc.
1095 Broken Sound Parkway, Suite 300
Boca Raton, Florida 33487
Re:Greenlane Holdings, Inc.
Registration Statement on Form S-1
Filed on October 7, 2022
File No. 333-267782
Dear Amir Sadr:
            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 Dietrich King at 202-551-8071 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

CORRESP
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GREENLANE HOLDINGS, INC.

1095 Broken Sound Parkway,
Suite 300

Boca Raton, FL 33487

July 29, 2021

VIA EDGAR

Ronald E. Alper

Division of Corporation Finance

United States Securities and Exchange Commission

100 F Street, NE

Washington, D.C. 20549

    Re:
    Greenlane Holdings, Inc.

    Registration Statement on Form S-3 (File No. 333-257654)

Dear Mr. Alper:

Pursuant to Rule 461 under the Securities
Act of 1933, as amended, Greenlane Holdings, Inc. (the “Registrant”) hereby requests acceleration of effectiveness of its
registration statement on Form S-3 (File No. 333-257654) to 9:00 a.m., Eastern Time, on August 2, 2021, or as soon as practicable
thereafter.

The Registrant requests that it be notified
of such effectiveness by a telephone call to Justin R. Salon, the Company’s counsel at Morrison & Foerster LLP, at (202) 887-8785.

    Very truly yours,

    Greenlane Holdings, Inc.

    By:
    /s/ William Mote

    Name:
    William Mote

    Title:
    Chief Financial Officer

CORRESP
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July 20, 2021

BY EDGAR

Mr. Benjamin Richie

Ms. Erin Jaskot

Division of Corporation Finance

United States Securities and Exchange Commission

100 F Street, NE

Washington, D.C. 20549

Re: Greenlane Holdings, Inc.

  Registration Statement on Form S-3

  Filed July 2, 2021

  File No. 333-257654

Dear Mr. Richie and Ms. Jaskot:

This letter is submitted on behalf of Greenlane
Holdings, Inc. (the “Company”), in response to comments from the staff of the Division of Corporation Finance
(the “Staff”) of the Securities and Exchange Commission (the “Commission”) in its
letter dated July 20, 2021 (the “Comment Letter”) with respect to the Company’s Registration Statement
on Form S-3, filed on July 2, 2021 (the “Registration Statement”).

For your convenience, the Staff’s numbered
comment set forth in the Comment Letter has been reproduced in bold and italics herein with a response immediately following the comment.

 1. We note that the Form 8-K filed on July 29, 2020 does not appear to have been timely filed, given that it relates
to an event that occurred on June 29, 2020. Accordingly, it does not appear that you meet the eligibility requirements set forth
in General Instruction I.A.3(b) of Form S-3. Please explain to us why you believe you are eligible to file on Form S-3,
or amend your registration statement on an appropriate form.

Response to Comment

The Company respectfully advisees the
Staff that the Company meets the eligibility requirements set forth in General Instruction I.A.3(b) of Form S-3 as a result
of the Company having timely filed all reports required to be filed for a period of at least twelve calendar months immediately preceding
the filing of the Registration Statement. The Form 8-K filed on July 29, 2020 related to an event that occurred on June 29,
2020. As a result, the Company timely filed all reports required to be filed in accordance with General Instruction I.A.3(b) of Form S-3
for the period commencing on July 1, 2020 and ending on June 30, 2021, as calculated under the Commission’s Compliance
and Disclosure Interpretations Question 115.06. Therefore, the Company was eligible to file the Registration Statement as of July 1,
2021.

* * * *

1095 BROKEN SOUND PKWY NW,
SUITE 300, BOCA RATON, FL 33487      O: 561.443.0122      GNLN.COM

Mr. Benjamin Richie

Ms. Erin Jaskot

Division of Corporation Finance

July 20, 2021

Page 2

The Company respectfully believes that the information
contained herein is responsive to the Staff’s comment. If you have any questions or would like further information concerning
the Company’s responses to your Comment Letter, please do not hesitate to contact me at (561) 210-5150.

    Sincerely,

    /s/ Bill Mote

    Bill Mote

    Chief Financial Officer

    cc:
    Douglas Fischer

    Greenlane Holdings, Inc.

    Justin Salon

    Morrison & Foerster LLP

1095
BROKEN SOUND PKWY NW, SUITE 300, BOCA RATON, FL 33487      O: 561.443.0122        GNLN.COM

United States securities and exchange commission logo
July 20, 2021
Aaron LoCascio
Chief Executive Officer
Greenlane Holdings, Inc.
1095 Broken Sound Parkway, Suite 300
Boca Raton, Florida 33487
Re:Greenlane Holdings, Inc.
Registration Statement on Form S-3
Filed July 2, 2021
File No. 333-257654
Dear Mr. LoCascio:
            We have limited our review of your registration statement to those issues we have
addressed in our comments.  In our comment, we may ask you to provide us with information so
we may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to this comment, we may have additional comments.
Form S-3 filed July 2, 2021
General
1.We note that the Form 8-K filed on July 29, 2020 does not appear to have been timely
filed, given that it relates to an event that occurred on June 29, 2020. Accordingly, it does
not appear that you meet the eligibility requirements set forth in General
Instruction I.A.3(b) of Form S-3. Please explain to us why you believe you are eligible to
file on Form S-3, or amend your registration statement on an appropriate form.

 FirstName LastNameAaron LoCascio
 Comapany NameGreenlane Holdings, Inc.
 July 20, 2021 Page 2
 FirstName LastName
Aaron LoCascio
Greenlane Holdings, Inc.
July 20, 2021
Page 2
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            You may contact Benjamin Richie at 202-551-2365 or Erin Jaskot at 202-551-3442 with
any other questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

CORRESP
1
filename1.htm

GREENLANE HOLDINGS, INC.

1095 Broken Sound Parkway

Suite 300

Boca Raton, FL 33487

July 1, 2021

VIA EDGAR

Taylor Beech

Division of Corporation Finance

United States Securities and Exchange Commission

100 F Street, NE

Washington, D.C. 20549

Re: Greenlane Holdings, Inc.

Registration Statement
on Form S-4 (File No. 333-256582)

Dear Ms. Beech:

Pursuant to Rule 461 under the Securities
Act of 1933, as amended, Greenlane Holdings, Inc. (the “Registrant”) hereby requests acceleration of effectiveness of its
registration statement on Form S-4 (File No. 333-256582) to 4:05 p.m., Eastern Time, on July 2, 2021 or as soon as
practicable thereafter.

The Registrant requests that it be notified of
such effectiveness by a telephone call to Justin R. Salon, the Company’s counsel at Morrison & Forester LLP, at (202) 887-8785.

Very truly yours,

Greenlane Holdings, Inc.

By:
/s/
Aaron LoCascio

Name:
Aaron LoCascio

Title:
Chief Financial
Officer

United States securities and exchange commission logo
June 7, 2021
Aaron LoCascio
Chief Executive Officer
Greenlane Holdings, Inc.
1095 Broken Sound Parkway, Suite 300
Boca Raton, FL 33487
Re:Greenlane Holdings, Inc.
Registration Statement on Form S-4
Filed May 28, 2021
File No. 333-256582
Dear Mr. LoCascio:
            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 Taylor Beech at 202-551-4515 with any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Justin Salon

CORRESP
1
filename1.htm

Greenlane Holdings, Inc.

1095 Broken Sound Parkway, Suite 300

Boca Raton, FL 33487

April 15, 2019

Via Edgar

Ms. Lilyanna Peyser

Ms. Jennifer López-Molina

Ms. Mara L. Ransom

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

    Re:
    Greenlane Holdings, Inc.

    Registration Statement on Form S-1 (File No. 333-230405)

    ____________________

Ladies and Gentlemen:

Pursuant to Rule 461 of the Securities Act
of 1933, as amended, we hereby request that the effective date of the above-captioned Registration Statement on Form S-1 (the “S-1”)
relating to the registration of 6,133,333 shares (including 800,000 shares to cover over-allotments) of Class A common stock, par
value $0.01 per share, of Greenlane Holdings, Inc. (the “Company”) be accelerated to April 17, 2019 at 4:00 p.m. E.D.T.
or as soon thereafter as may be practicable.

We understand that the Staff will consider
this request as confirmation by the Company of its awareness of its responsibilities under the federal securities laws as they
relate to the issuance of the securities covered by the Registration Statement. If the Staff has any questions with respect to
the foregoing, please contact Eric M. Hellige at Pryor Cashman LLP at (212) 326-0846.

	*    *    *

    Very truly yours,

    /s/ Ethan Rudin

    Name: Ethan Rudin

    Title: Chief Financial Officer

April 15, 2019

Via EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, NE

Washington, DC 20549-4561

 Attn: Lilyanna Peyser

Jennifer Lopez-Molina

Mara L. Ransom

 Re: Greenlane Holdings, Inc.

Registration Statement
on Form S-1

File No. 333-230405

Ladies and Gentlemen:

In accordance with Rule 461 under the Securities Act of 1933,
as amended (the “Act”), we, as the representatives of the several underwriters, hereby join in the request of
Greenlane Holdings, Inc. (the “Company”) for acceleration of the effective date of the above-named Registration
Statement so that it becomes effective at 4:00 p.m. Eastern Time on April 17, 2019, or as soon thereafter as possible.

Pursuant to Rule 460 under the Act, we,
as the representatives of the several underwriters, wish to advise you that between April 8, 2019 through the date hereof we have
distributed approximately 485 copies of the Company’s Preliminary Prospectus dated April 8, 2019 to prospective underwriters,
dealers, institutional investors and others.

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

[signature pages follow]

Very truly yours,

        COWEN AND COMPANY,
        LLC

        CANACCORD GENUITY
        LLC

        Acting severally on behalf of themselves
        and the several underwriters

        COWEN AND COMPANY,
        LLC

    By:
    /s/
Gavin O’Reilly

        Name: Gavin O’Reilly

        Title: Managing Director

    CANACCORD GENUITY LLC

    By:
    /s/ P. Thomas Pollard

        Name: P. Thomas Pollard

        Title: Managing Director

CORRESP
1
filename1.htm

ERIC M. HELLIGE

Partner

DIRECT TEL: 212-326-0846

FAX: 212-326-0806

ehellige@pryorcashman.com

April 11, 2019

Via Edgar

Ms. Lilyanna Peyser

Ms. Jennifer López-Molina

Ms. Mara L. Ransom

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

    Re:

    Greenlane Holdings, Inc.

Registration
Statement on Form S-1 (File No. 333-230405)

Ladies and Gentlemen:

On behalf of our client, Greenlane Holdings,
Inc., a Delaware corporation (the “Company”), we hereby submit in electronic form the response of the Company to the
comment received from the Staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”)
in a letter dated April 10, 2019 (the “Comment Letter”), which is reproduced below. Certain capitalized terms set forth
in this letter are used as defined in the Registration Statement on Form S-1 of the Company (the “Registration Statement”),
together with Exhibits, filed with the Commission on March 20, 2019 and amended on April 8, 2019 (File No. 333-230405).

The Company has asked us to convey the
following response to the Staff:

Dilution, page 71

 1. We note your response to comment 3 and your updated dilution disclosures. As previously requested,
please show us how you calculated your net tangible book value as of December 31, 2018 of $(12.6) million. Please specifically
tell us whether you have included deferred offering costs and deferred financing costs and why you believe your treatment is appropriate.

Response: In response to the Staff’s comment,
the Company hereby provides details of its calculation of net tangible book value of $(12.6) million as of December 31, 2018.
As requested by the Staff, please be advised that deferred offering costs of $2,284,423 and deferred financing costs of $92,080
were included in the calculation of net tangible book value as of December 31, 2018.

Securities and Exchange Commission

April 11, 2019

Page 2

    Pro Forma
    Pro Forma

      Greenlane Holdings, Inc.,
      Greenlane Holdings, Inc.,

      before this offering
      including this offering

    Total assets
    $ 89,562,468
    $ 157,255,380

    Less: Total liabilities
      86,945,888
      40,077,430

    Less: Intangible assets, net
      6,257,409
      6,257,409

    Less: Goodwill
      8,995,189
      8,995,189

    Pro forma net tangible book value (1)
    $ (12,636,018 )
    $ 101,925,352

    Total number of shares of Class A common stock outstanding as of December 31, 2018 (2)
      36,666,667
      41,333,333

    Proforma net tangible book value per share as of December 31, 2018(1)
    $ (0.34 )
    $ 2.47

    Increase per share attributable to purchasers in this offering

    $ 2.81

    Assumed initial public offering price per share

    $ 15.00

    Dilution in pro forma net tangible book value per share to purchasers in this offering

    $ 12.53

The Company respectfully advises the Staff that, in calculating
net tangible book value per share, it considered the guidance in Section 8300 of the Division of Corporation Finance’s Financial
Reporting Manual (the “FRM”). As there are no rules or authoritative guidelines that define tangible book value, the
Company believes diversity in practice exists in relation to the inclusion of deferred costs in the calculation of net tangible
book value per share, particularly when considering the materiality of the impact to the required disclosures. The Company also
re-assessed the disclosure requirements in Item 506 of Regulation S-K and the materiality of the impact of excluding deferred
offering costs and deferred financing costs in the calculation of pro forma net tangible book value per share after this offering,
as well as in the calculation of the dilution in pro forma net tangible book value per share to purchasers in this offering. While
the Company acknowledges the Staff’s guidance relating to deferred costs in Sections 8320 and 8330 of the FRM, the Company
does not believe that the inclusion of its deferred offering costs and deferred financing fees in the calculation of net tangible
book value per share is material to investors in the offering. In particular, the Company believes that the calculation of pro
forma net tangible book value per share after the offering is more meaningful to investors than pro forma net tangible book value
per share before the offering. In that respect, the Company notes that the pro forma net tangible book value per share after this
offering would change by only $0.01, from $2.47 to $2.46 (representing a difference of approximately 0.41%) if deferred financing
costs were to be excluded from the calculation of pro forma net tangible book value per share after the offering. The Company
notes that its presentation of pro forma net tangible book value after the offering already excluded deferred offering costs because
these deferred costs were charged against the net proceeds from this offering as part of the Company’s pro forma offering
adjustments, as described in footnote (i) to the unaudited pro forma condensed balance sheet as of December 31, 2018 on page 80
of Amendment No. 1. Similarly, the dilution in pro forma net tangible book value per share to purchasers in this offering would
change by only $0.01, from $12.53 to $12.54 (representing a difference of approximately 0.08%) if deferred financing costs were
to be excluded from the calculation of pro forma net tangible book value.

Given the nominal differences in the calculations, the
Company believes the impact of including the carrying balance of deferred offering costs and deferred financing costs as of December
31, 2018 in its calculation of pro forma net tangible book value per share to purchasers in this offering and the dilution in
pro forma net tangible book value per share to purchasers in this offering is immaterial to the Company’s disclosures and
is not misleading to investors. As a result of the foregoing, the Company respectfully submits that no additional adjustment to
the calculation of net tangible book value or to the Company’s existing disclosures should be required.

For the Staff’s convenience, we have included below
the calculation of pro forma net tangible book value and pro forma net tangible book value per share as of December 31, 2018 excluding
deferred offering costs and deferred financing costs as support for the amounts noted in the foregoing explanation.

Securities and Exchange Commission

April 11, 2019

Page 3

    Pro Forma
    Pro Forma

      Greenlane Holdings, Inc.,
      Greenlane Holdings, Inc.,

      before this offering
      including this offering

    Total assets
     89,562,468
    $ 157,255,380

    Less: Total liabilities
      86,945,888
      40,077,430

    Less: Intangible assets, net
      6,257,409
      6,257,409

    Less: Goodwill
      8,995,189
      8,995,189

    Less: Deferred offering costs
      2,284,423
      -

    Less: Deferred financing costs
      92,080
      92,080

    Pro forma net tangible book value (1)
    $ (15,012,521 )
    $ 101,833,272

    Total number of shares of Class A common stock outstanding as of December 31, 2018 (2)
      36,666,667
      41,333,333

    Proforma net tangible book value per share as of December 31, 2018(1)
    $ (0.41 )
    $ 2.46

    Increase per share attributable to purchasers in this offering

    $ 2.87

    Assumed initial public offering price per share

    $ 15.00

    Dilution in pro forma net tangible book value per share to purchasers in this offering

    $ 12.54

_______________________________________________

 (1) Represents the amount of the Company’s total tangible assets (total assets less total intangible assets) less total liabilities,
after giving effect to (i) the acquisition by Greenlane Holdings, LLC of Pollen Gear LLC on January 14, 2019, (ii) the sale by
Greenlane Holdings, LLC of $8.05 million aggregate principal amount of additional Convertible Notes in January 2019 and the subsequent
redemption of membership interests of Greenlane Holdings, LLC with a portion of the net proceeds of the Convertible Notes and (iii)
the assumed completion of the organizational transactions described under “The Transactions.” Pro forma net tangible
book value per share represents our pro forma net tangible book value divided by the total number of shares of Class A common stock
outstanding as of December 31, 2018, after giving effect to the transactions described under “The Transactions,” the
issuance of shares of Class A common stock upon the automatic share settlement of the Convertible Notes and the Assumed Redemption,
and before and after this offering, respectively.

 (2) Represents the total number of shares of Class A common stock outstanding as of December 31, 2018, after giving effect to the
transactions described under “The Transactions,” the issuance of shares of Class A common stock upon the automatic
share settlement of the Convertible Notes and the Assumed Redemption, and before and after this offering, respectively.

Securities and Exchange Commission

April 11, 2019

Page 4

* * *

If the Staff has any questions with respect
to the foregoing, please contact me at (212) 326-0846.

    Very truly yours,

    /s/ Eric M. Hellige

    Eric M. Hellige

    cc:
    Aaron LoCascio

Greenlane Holdings, Inc.

    Larry W. Nishnick, Esq.

DLA Piper LLP US

Mailstop 3561

April 10 , 2019

Aaron LoCascio
Chief Executive Officer
Greenlane Holdings, Inc.
6501 Park of Commerce Boulevard, Suite 200
Boca Raton, Florida 33487

Re: Greenlane Holdings, Inc.
Amendment No. 1 to Registration Statement on Form S-1
Filed April 8 , 2019
  File No. 33 3-230405

Dear Mr. LoCascio :

We have reviewed your amended registration statement 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 letter by amending your registration statement and providing the
requested information .  If you do not believe our comment applies  to your facts and
circumstances or do not be lieve an amendment is appropriate, please tell us why in your
response.

After reviewing any amendment to your registration statement and the information you
provide in response to this comment , we may have  additional comments.   Unless we note
otherwise,  our references to prior comments are to comments in our April 5, 2019 letter.

Dilution, page 71

1. We note your response to comment 3 and your updated dilution disclosures.   As
previously requested, please show us how you calculated your net tangible book  value as
of December 31, 2018 of $(12.6) million.   Please specifically tell us whether you have
included deferred offering costs and deferred financing costs and why you believe your
treatment is appropriate.

Aaron LoCascio
Greenlane Holdings, Inc.
April 10 , 2019
Page 2

 You may contact Lisa Sellars, Staff Acc ountant , at (202)551 -3348  or James Allegretto,
Senior Assistant Chief Accountant, at (202)551 -3849  if you have questions regarding comments
on the financial statements and related matters.  Please contact  Jennifer López, Staff Attorney, at
(202)551 -3792 , Lilyanna Pe yser, Special Counsel, at (202) 551-3222  or me at (202)551 -3720
with any other questions.

Sincerely,

 /s/ Lilyanna Peyser  for

Mara L. Ransom
Assistant Director
Office of Consumer Products

CORRESP
1
filename1.htm

ERIC
M. HELLIGE

Partner

DIRECT
TEL: 212-326-0846

FAX:
212-326-0806

ehellige@pryorcashman.com

 April
                            8, 2019

Via
Edgar

Ms.
Lilyanna Peyser

Ms.
Jennifer López-Molina

Ms.
Mara L. Ransom

Securities
and Exchange Commission

Division
of Corporation Finance

100
F Street, N.E.

Washington,
D.C. 20549

 Re: Greenlane
                                         Holdings, Inc.

    Registration
                                         Statement on Form S-1 (File No. 333-230405)

Ladies
and Gentlemen:

On
behalf of our client, Greenlane Holdings, Inc., a Delaware corporation (the “Company”), and pursuant to the applicable
provisions of the Securities Act of 1933, as amended (the “Securities Act”), and the rules promulgated thereunder,
we hereby submit in electronic form the accompanying Amendment No. 1 (“Amendment No. 1”) to the Registration Statement
on Form S-1 of the Company (the “Registration Statement”), marked to indicate changes from the Registration Statement
on Form S-1 as filed with the Securities and Exchange Commission (the “Commission”) on March 20, 2019.

Amendment
No. 1 reflects the responses of the Company to comments received from the Staff of the Commission (the “Staff”) in
a letter dated April 5, 2019 (the “Comment Letter”). In addition to addressing the comments received from the Staff,
the Company has also revised Amendment No. 1 to update other disclosures in the Registration Statement.

The
discussion below is presented in the order of the numbered comments in the Comment Letter. Certain capitalized terms set forth
in this letter are used as defined in the Registration Statement. For your convenience, references in the responses to page numbers
are to the marked version of Amendment No. 1 and to the prospectus included therein.

Securities
and Exchange Commission

April
8, 2019

Page 2

Response
Letter dated April 5, 2019

Recent
Developments

Operating
Results, page 10

The
Company has asked us to convey the following responses to the Staff:

 1. We
                                         note your proposed disclosure that you may include in a subsequent amendment regarding
                                         your partial first quarter net sales, and it appears the presentation of this preliminary
                                         result in isolation provides investors with an incomplete picture of your financial results.
                                         Accordingly, we have the following comments:

 ● Please
                                         discuss the way(s) in which these results are consistent with or different from your
                                         results of operations in prior periods. Please also expand your disclosure to explain
                                         both quantitatively and qualitatively the factors that you believe have contributed to
                                         the changes. The nature of any unusual or nonrecurring items that have impacted or are
                                         expected to impact the preliminary results should also be disclosed.

 ● We
                                         note your statement in your proposed disclosure that you...“may identify items
                                         that require [you] to make adjustments to the financial information set forth above and
                                         those changes could be material.” If you choose to disclose preliminary results,
                                         you should be able to assert that the actual results are not expected to vary materially
                                         from that reflected in the preliminary results. Accordingly, please remove this statement,
                                         as it implies that investors should not rely on the information presented, or explain
                                         why the presentation of this information alongside a disclaimer that the preliminary
                                         financial information could differ materially provides meaningful disclosure to investors.

Please
also confirm your understanding that if, prior to the effective date of your registration statement, more precise numbers become
available as you conduct your financial closing procedures for the quarter ended March 31, 2019, they will be included in your
registration statement.

Response: In response to
the Staff’s comment in the first bullet above, the Registration Statement has been revised to add disclosure regarding
the material quantitative and qualitative factors that the Company believes contributed to the increase in its estimated
net sales for the three months ended March 31, 2019 relative to its net sales for the three months ended March 31, 2018. At
this time, the Company is not aware of any unusual or nonrecurring items that impacted such estimated net sales. Please see
page 11 of Amendment No. 1.

In
response to the Staff’s comment in the second bullet above, the Registration Statement has been revised to remove the sentence
that stated that the Company may, or the Company’s independent registered public accounting firm may request the Company
to, make adjustments to its estimated preliminary net sales results for the three months ended March 31, 2019 that could be material.
Please see page 11 of Amendment No. 1.

Securities
and Exchange Commission

April
8, 2019

Page 3

The
Company confirms its understanding that if, prior to the effective date of the Registration Statement, more precise net sales
results for the three months ended March 31, 2019 become available as the Company conducts its financial closing procedures for
such period, the Company will include such results in the Registration Statement.

Corporate
Structure, Page 14

 2. We
                                         note that you show in the organizational charts here and on page 66 that investors in
                                         the offering will have a 22.6% economic interest in Greenlane Holdings, Inc. We also
                                         note that you show that the founder and non-founder members will have no economic interest
                                         in the registrant. We further note that in the third bullet point on page 65, you state
                                         that purchasers in the offering will own 100% of the economic interest in you. Please
                                         clarify for us what percentage of economic interest that investors in the offering will
                                         own after the offering and update your disclosures as needed.

Response:
In response to the Staff’s comment, the organizational charts in the Registration Statement have been revised to update
the percentage economic interest in the Company that will be held by the investors in this offering following this offering and
to add disclosure regarding the percentage voting interest and the percentage economic interest in the Company that will be held
by the investors in the Convertible Notes following this offering. As a result of such revision and added disclosure, investors
will be able to determine from the chart the various stockholder groups that collectively own 100% of the voting interests and
economic interests in the Company following this offering. Please see pages 14 and 66 of Amendment No. 1.

In
response to the Staff’s comment, the Registration Statement has been revised to correct the percentage of the economic interest
in the Company to be owned by the investors in this offering following this offering. Please see page 65 of Amendment No. 1.

Dilution,
page 71

 3. We
                                         note your dilution calculation and have the following comments.

 ● Please
                                         show us how you calculated your net tangible book value as of December 31, 2018 of $(12.6)
                                         million and net tangible book value per share of $(0.34). It appears you have used 41,333,333
                                         shares as outstanding in this calculation. If so, please explain your basis for using
                                         this amount of shares as it appears to be the amount of common units outstanding in the
                                         LLC and also to include the shares purchased in this offering.

 ● Please
                                         also explain how this represents Class A common stock owned by your founder and non-founding
                                         members, when it appears they will not hold Class A stock but will be issued Class B
                                         and Class C common stock.

Securities
and Exchange Commission

April
8, 2019

Page 4

 ● For
                                         your net tangible book value per share after the offering of $2.47, it appears you have
                                         also used 41,333,333 shares. Please explain to us why you believe this is the appropriate
                                         amount of shares to use as this appears to be the common units outstanding in the LLC
                                         and not the shares issued for the registrant.

Response: In response to the Staff’s
comment in the first bullet above, the Company advises the Staff that, while it correctly calculated the pro forma book value per
share of its Class A common stock as of December 31, 2018 ($(0.34)) by dividing its pro forma net tangible book value at such date
($(12.6) million) by 36,666,667 shares of Class A common stock (which does not include the shares of Class A common stock to be
sold by the Company in this offering) as the denominator, it incorrectly stated in the third paragraph on page 71 of the Registration
Statement that 41,333,333 shares was used as the denominator. The Company has revised the Registration Statement to reflect the
denominator in such calculation as 36,666,667 shares of Class A common stock. Please see page 71 of Amendment No. 1.

In response to the Staff’s comment in the second
bullet above, as stated in the first paragraph on page 71 of the Registration Statement, because the members of Greenlane Holdings,
LLC will not hold any direct economic interest in the Company immediately following this offering until they convert or exchange
their Common Units for shares of Class A common stock, to present to investors the potential dilutive impact of purchasing shares
of the Company’s Class A common stock in this offering, the Company believes it is more meaningful to assume the redemption
or exchange of all Common Units for Class A common stock when presenting the dilution in pro forma net tangible book value per
share before and after this offering. By making such assumption, the Company is illustrating to investors the maximum potential
dilutive impact of purchasing shares of the Company’s Class A common stock in this offering, rather than the minimum dilutive
impact, which would have been the result if such assumption was not made. As a result, as disclosed in connection with all per
share calculations on pages 71 and 72 of the Registration Statement, the Company gave effect to the Assumed Redemption in making
such calculations.

In response to the Staff’s comment in the third
bullet above, in calculating the Company’s net tangible book value per share after this offering, the Company used 41,333,333
shares as the denominator, which is the sum of (i) the outstanding shares at December 31, 2018 giving
effect to the Transactions and the Assumed Redemption (32,645,834 shares), (ii) the shares of Class A common stock issued upon
the automatic settlement of the Convertible Notes (4,020,833 shares), and (iii) the shares of Class A common stock issued by the
Company in this offering (4,666,666 shares).

 4. Please
                                         show us how you determined the amounts shown in the table on page 72. Please explain
                                         why you show new investors as purchasing 4,666,666 shares and excluded the shares sold
                                         to new investors by selling shareholders. Please also explain why the total number of
                                         shares is 41,333,333 shares as this appears to be the common units outstanding for the
                                         LLC and not the total number of shares to be outstanding for the registrant. Please finally
                                         show us how you determined the amount of total consideration contributed by existing
                                         shareholders. We may have further comment.

Response: In determining the numbers
of shares to include in this table for the existing stockholders and the investors, the Company believes that it is important for
the investor to understand the total consideration per share that was paid by the Company’s existing stockholders prior to
this offering relative to the purchase price per share to be paid by investors in this offering ($15.00 per share, assuming the
midpoint of the price range set forth on the cover page of the prospectus). The Company’s stockholders prior to this offering
include all of the existing members of Greenlane Holdings, LLC and the investors in the Convertible Notes. After giving effect
to the Assumed Redemption, as discussed above, and to the issuance of shares of Class A common stock upon the automatic shares
settlement of the Convertible Notes, such stockholders owned an aggregate of 36,666,667 shares of Class A common stock prior to
this offering, as reflected in the table.

Securities
and Exchange Commission

April
8, 2019

Page 5

The Company notes that the inclusion of the shares of Class
A common stock to be sold to investors in this offering by the selling stockholders in the number of shares to be purchased by
the investors will not change the average price per share to be paid by the investors. As a result, the Company believes it would
be improper to reduce the total number of shares purchased by the existing stockholders and the total consideration paid by the
existing stockholders prior to this offering in the table to give effect to the sale by the selling stockholders of shares of Class
A common stock to the investors in this offering. Instead, the Company has added additional disclosure following the table to make
clear that the table does not include the shares to be sold by the selling stockholders to the investors in this offering and to
illustrate the increase in the percentage ownership of share purchased and percentage of consideration paid by the investors if
such shares had been included in the table and the corresponding reduction in such percentages by the existing stockholders.

The Company believes the total number of shares of Class A common
stock to be outstanding after this offering (41,333,333 shares), which reflects the Assumed Redemption, is appropriate for the
table for the reasons expressed above and in the first paragraph on page 71 of the Registration Statement.

In response to the comment of the Staff as to how the Company
determined the total consideration contributed by the existing stockholders, please be advised that the aggregate consideration
contributed by each group of existing stockholders was as follows:

    Existing stockholder group:
    Aggregate consideration:

    Former owners of Better Life Holdings LLC
    $ 8,890,000

    Founder Members
      8,799,882

    Former owners of Pollen Gear
      9,560,000 *

    Other members - compensatory interests
      0

    Investors in Convertible Notes
      48,250,000

    $ 75,499,882

* The fair market value consideration for the former owners
of Pollen Gear represents the full, undisco

Mailstop 3561

April 5, 2019

Aaron LoCascio
Chief Executive Officer
Greenlane Holdings, Inc.
6501 Park of Commerce Boulevard, Suite 200
Boca Raton, Florida 33487

Re: Greenlane Holdings, Inc.
Registration Statement on Form S-1
Filed March 20, 2019
Response dated April 3, 2019
  File No. 33 3-230405

Dear Mr. LoCascio :

We have reviewed your response letter  and have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.

Please respond to this letter by amending your registration statement and providing the
requested information .  If you do not believe our comments apply to your facts and
circumstances or do no t believe an amendment is appropriate, please tell us why in your
response.

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

Response Letter d ated April 3, 2019

Recent Developments

Operating Results, page 10

1. We note your proposed disclosure that you may include in a subsequent amendment
regarding your partial first quarter net sales, and it appears the presentation of this
preliminary result in isolation provides investors with an incomplete picture of your
financial results. Accordingly, we have the following comments:

Aaron LoCascio
Greenlane Holdings, Inc.
April 5 , 2019
Page 2

  Please discuss the way(s) in which these results are consistent with or different from
your results of operations in prior p eriods. Please also expand your disclosure to
explain both quantitatively and qualitatively the factors that you believe have
contributed to the changes. The nature of any unusual or nonrecurring items that have
impacted or are expected to impact the preli minary results should also be disclosed.
 We note your statement in your proposed disclosure that you… “may identify items
that require [you] to make adjustments to the financial information set forth above
and those changes could be material.”  If you choose to disclose preliminary results,
you should be able to assert that the actual results are not expected to vary materially
from that reflected in the preliminary results. Accordingly, please remove this
statement, as it implies that investors should not rely on the information presented, or
explain why the presentation of this information alongside a disclaimer that the
preliminary financial information could differ materially provides meaningful
disclosure to investors.

Please also confirm your understanding that if, prior to the effective date of your
registration statement, more precise numbers become available as you conduct your
financial closing procedures for the quarter ended March 31, 2019, they will be included
in your registration state ment.

Corporate Structure,  Page 14

2. We note that you show in the organizational charts here and on page 66 that investors in
the offering will have a 22.6% economic interest in Greenlane Holdings, Inc.  We also
note that you show that the founder and non -founder members will have no economic
interest in the registrant.  We further note that in the third bullet point on page 65, you
state that purchasers in the offering will own 100% of the economic interest in you.
Please clarify for us what percentage of  economic interest that investors in the offering
will own after the offering and update your disclosures as needed.

Dilution, page 71

3. We note your dilution calculation and have the following comments.

 Please show us how you calculated your net tangibl e book value as of December 31,
2018  of $(12.6) million  and net tangible book value per share  of $(0.34) .  It appears
you have used 41,333,333 shares as outstanding in this calculation.  If so, please
explain your basis for using this amount of shares as i t appears to be the amount of
common units outstanding in the LLC and also to include the shares purchased in this
offering.
 Please also explain how this represents Class A common stock owned by your
founder and non -found ing members, when it appears they will not hold Class A stock
but will be issued Class B and Class C common stock.

Aaron LoCascio
Greenlane Holdings, Inc.
April 5 , 2019
Page 3

  For your net tangible book value per share after the offering of $2.47, it appears you
have also used 41,333,333 shares.  Please explain to us w hy you believe this is the
appropriate amount of shares to use as this appears to be the common units
outstanding in the LLC and not the shares issued for the registrant.

4. Please show us how you determined the amounts shown in the table on page 72.  Pleas e
explain why you show new investors as purchasing 4,666,666 shares and  excluded  the
shares sold to new investors by selling shareholders.  Please also explain why the total
number of shares is 41,333,333 shares as this appears to be the common units outst anding
for the LLC and not the total number of shares to be outstanding for the registrant.  Please
finally  show us how you determined the amount of total consideration contributed by
existing shareholders.   We may have further comment.

Unaudited Pro Form a Consolidated Financial Information, page 74

Unaudited Pro Forma Condensed Consolidated Balance Sheet, page 76

5. Please show us your calculations for the amounts in the final pro forma Greenlane
Holdings Inc. column for common units and additional paid in  capital.  Please explain to
us why there remains a balance in member’s equity after giving effect to the transactions
and offering.  Please also explain to us why you show a negative amount in retained
earnings for the amount of your non -controlling inter est.

You may contact Lisa Sellars, Staff Accountant , at (202)551 -3348  or James Allegretto,
Senior Assistant Chief Accountant, at (202)551 -3849  if you have questions regarding comments
on the financial statements and related matters.  Please contact  Jenni fer López, Staff Attorney, at
(202)551 -3792 , Lilyanna Pe yser, Special Counsel, at (202) 551-3222  or me at (202)551 -3720
with any other questions.

Sincerely,

 /s/ Lilyanna Peyser for

Mara L. Ransom
Assistant Director
Office of Consumer Products

CORRESP
1
filename1.htm

ERIC M. HELLIGE

Partner

DIRECT TEL: 212-326-0846

FAX: 212-326-0806

ehellige@pryorcashman.com

April 3, 2019

Via Edgar

Ms. Lilyanna Peyser

Ms. Jennifer López-Molina

Ms. Mara L. Ransom

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

    Re:
    Greenlane Holdings, Inc.

    Registration Statement on Form S-1 (File No. 333-230405)

    ____________________

Ladies and Gentlemen:

On behalf of our client, Greenlane Holdings,
Inc., a Delaware corporation (the “Company”), we hereby provide the following preliminary proposed price range and
share number information, which will be the basis for the information expected to be included in the Company’s preliminary
prospectus (the “Preliminary Prospectus”) forming part of the Company’s Registration Statement on Form S-1 (the
“Registration Statement”), filed with the Securities and Exchange Commission (the “Commission”) on March
20, 2019 (File No. 333-230405). Based on currently available information and market conditions, we expect the preliminary price
range to reflect an initial public offering price per share of the Company’s Class A common stock, par value $0.01 per share
(the “Shares”), of between $14.00 and $16.00 (the “Preliminary Price Range”) and 5,333,333 Shares offered to
the public in connection with the offering (or 6,133,333 Shares if the underwriters’ option to purchase additional shares
is exercised in full). We also submit the accompanying changed pages to the Registration Statement, which we expect to include
in the Preliminary Prospectus. The enclosed pages are marked to indicate changes from the Registration Statement and include,
among other things, certain information previously left blank in the Registration Statement that is derived from the Preliminary
Price Range, pro forma financial information and the preliminary estimated ranges of certain of our financial results for the
fiscal quarter ended March 31, 2019, based on information currently available to management.

If the Staff has any questions with respect
to the enclosed changed pages or the Company’s response to the Comment Letter, please contact me at (212) 326-0846.

    Very truly yours,

    /s/ Eric M. Hellige

    Eric M. Hellige

    cc:
    Aaron LoCascio

    Greenlane Holdings, Inc.

    Larry W. Nishnick, Esq.

    DLA Piper LLP US

CORRESP
1
filename1.htm

ERIC M. HELLIGE

Partner

DIRECT TEL: 212-326-0846

FAX: 212-326-0806

ehellige@pryorcashman.com

    April 2, 2019

Via Edgar

Ms. Lilyanna Peyser

Ms. Jennifer López-Molina

Ms. Mara L. Ransom

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

    Re:

    Greenlane
                           Holdings, Inc.

Registration
Statement on Form S-1 (File No. 333-230405)

Ladies and Gentlemen:

On behalf of our client, Greenlane Holdings,
Inc., a Delaware corporation (the “Company”), we hereby submit in electronic form the response of the Company to the
comment received from the Staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”)
in a letter dated March 29, 2019 (the “Comment Letter”), which is reproduced below. Certain capitalized terms set forth
in this letter are used as defined in the Registration Statement on Form S-1 of the Company (the “Registration Statement”),
together with Exhibits, filed with the Commission on March 20, 2019 (File No. 333-230405).

The Company has asked us to convey the
following response to the Staff:

Management’s Discussion and Analysis of Financial
Condition and Results of Operations

Non-GAAP Financial Measure – Adjusted EBITDA, page
93

1. We note your addition of an adjustment called “...transition to being a public company”
described as fees and expenses primarily attributable to consulting fees and incremental audit and legal fees. These appear to
us to be normal, recurring, cash operating expenses of your company. Please tell us how you considered the guidance in Question
100.01 of the C&DI on Non-GAAP Financial Measures and why you believe this adjustment is appropriate and how you determined
the “incremental” portion. We may have further comment.

Response: The Company respectfully advises the
Staff that, when determining the appropriate adjustments to include in its calculation of Adjusted EBITDA, it considered all relevant
SEC guidance relating to non-GAAP financial measures, including the guidance in Question 100.01 of the C&DI and Item 10(e)
of Regulation S-K. Item 10(e)(1)(ii)(B) of Regulation S-K states that a registrant must not “adjust a non-GAAP performance
measure to eliminate or smooth items identified as non-recurring, infrequent or unusual, when the nature of the change or gain
is such that it is reasonably likely to recur within two years or there was a similar charge or gain within the prior two years.”
After carefully considering the relevant guidance, the Company believes that the inclusion of the line item to the Company’s
calculation of Adjusted EBITDA titled “Transition to being a public company” (the “Adjustment”) is appropriate
and not misleading because (i) it adjusts for expense items that are unusual, non-recurring, cash operating expenses, (ii) the
expenses reflected in the Adjustment have not been incurred in the past and are not reasonably expected to be incurred in the next
two years and thereafter and (iii) the expenses reflected in the Adjustment are separate and distinct from the normal recurring
cash expenses it expects to incur as a public company.

Securities and Exchange Commission

April 2, 2019

Page 2

The
Company’s presentation of Adjusted EBITDA is intended to provide investors with information that is reflective of the Company’s
ongoing business operations in order to facilitate investors’ assessment of the Company’s operating performance, both
within a particular period and for period-over-period comparative purposes. Accordingly, the Company’s adjustments to EBITDA
to arrive at Adjusted EBITDA are intended to address expenses that (i) are not reflective of the Company’s existing and
expected future business operations, (ii) would, in the absence of the Adjustment, make it challenging for investors to assess
the Company’s core operating performance, and (iii) could be misleading to the extent they are unlikely to recur, thereby
providing investor with a performance measure that will not be comparable in subsequent periods. In particular, the expenses included
in the Adjustment are primarily legal, accounting and tax expenses that were incurred solely in connection with the Company’s
restructuring prior to, and as an integral part of, the initial public offering (the “IPO”), and costs associated
with upgrades to the Company’s accounting and financial reporting policies and procedures in preparation for the IPO. These
incremental costs were determined by including only those fees and expenses that the Company has determined relate to the Company’s
IPO, that are non-recurring in the ordinary course as a public company and that would not have been incurred by the Company but
for the IPO. These expenses are truly one-time in nature and will not be part of the recurring cash expenses incurred by the Company
going forward. Furthermore, because the costs reflected in the Adjustment relate solely to activities incurred in connection with
the IPO and do not relate to the day-to-day operation of the Company’ business, these types of expenses have not been incurred
in any period prior to the year ended December 31, 2018.

In contrast, as described in the Registration Statement
under the heading “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Components
of our Results of Operations—Operating Expenses—General and Administrative Expenses,” the Company recognizes
that it will have increased recurring cash expenses as a result of becoming a public company, such as increased legal and accounting
expenses related to complying with its public reporting obligations. The Company has included these recurring expenses in its calculation
of Adjusted EBITDA. For example, the Company has not excluded audit fees associated with the financial statements included in the
Registration Statement because similar audit fees will be incurred by the Company in the ordinary course as a public company.

As a result of the foregoing, the Company believes that
the inclusion of the Adjustment in the calculation of Adjusted EBITDA is appropriate and not misleading to investors.

* * *

If the Staff has any questions with
respect to the foregoing, please contact me at (212) 326-0846.

    Very truly yours,

    /s/ Eric M. Hellige

    Eric M. Hellige

    cc:
    Aaron LoCascio

    Greenlane Holdings, Inc.

    Larry W. Nishnick, Esq.

        DLA Piper LLP US

Mailstop 3561

March 29, 2019

Aaron LoCascio
Chief Executive Officer
Greenlane Holdings, Inc.
6501 Park of Commerce Boulevard, Suite 200
Boca Raton, Florida 33487

Re: Greenlane Holdings, Inc.
Registration Statement on Form S-1
  Filed March 20, 2019
  File No. 33 3-230405

Dear Mr. LoCascio :

We have reviewed your registration statement  and have the following comments.  In
some of our comments, we may ask you to provide us with information so we  may better
understand your disclosure.

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

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

Form S -1 filed March 20, 2019

Manageme nt’s Discussion and Analysis of Financial Condition and Results of Operations

Non-GAAP Financial Measure – Adjusted EBITDA, page 93

1. We note your addition of an adjustment called “…transition to being a public company ”
described as fees and expenses prima rily attributable to consulting fees and incremental
audit and legal fees.  These appear to us to be normal, recurring, cash operating expenses
of your company.  Please tell us how you considered the guidance in Question 100.01 of
the C&DI on Non -GAAP Fina ncial Measures and why you believe this adjustment is
appropriate and how you determined the “incremental” portion .  We may have further
comment.

Aaron LoCascio
Greenlane Holdings, Inc.
March 29, 2019
Page 2

We remind you that the company and its management are responsible for the accuracy
and adequacy of their dis closures, notwithstanding any review, comments, action or absence of
action by the staff.

Refer to Rules 460 and 461 regarding requests for  acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date o f the registration
statement.

You may contact Lisa Sellars, Staff Accountant , at (202)551 -3348  or James Allegretto,
Senior Assistant Chief Accountant, at (202)551 -3849  if you have questions regarding comments
on the financial statements and related matters.  Please contact  Jennifer López, Staff Attorney, at
(202)551 -3792 , Lilyanna Peyser, Special Counsel, at (202) 551 -3222  or me at (202)551 -3720
with any other questions.

Sincerely,

 /s/ Lilyanna L. Peyser for

 Mara L. Ransom
Assistant Director
Office of Consumer Products

CORRESP
1
filename1.htm

ERIC
M. HELLIGE

Partner

DIRECT
TEL: 212-326-0846

FAX:
212-326-0806

ehellige@pryorcashman.com

March
20, 2019

Via
Edgar

Ms.
Lilyanna Peyser

Ms.
Jennifer López-Molina

Ms.
Mara L. Ransom

Securities
and Exchange Commission

Division
of Corporation Finance

100
F Street, N.E.

Washington,
D.C. 20549

 Re: Greenlane
Holdings, Inc.

    Registration
Statement on Form S-1

    Originally
Submitted August 14, 2018

    CIK
No. 0001743745

Ladies
and Gentlemen:

On
behalf of our client, Greenlane Holdings, Inc., a Delaware corporation (the “Company”), and pursuant to the applicable
provisions of the Securities Act of 1933, as amended (the “Securities Act”), and the rules promulgated thereunder,
we hereby submit in electronic form the accompanying Registration Statement on Form S-1 of the Company (the “Registration
Statement”), marked to indicate changes from the draft Registration Statement on Form S-1 that was initially submitted to
the Securities and Exchange Commission (the “Commission”) on a confidential basis pursuant to the Division of Corporate
Finance procedures for draft registration statement processing announced on June 29, 2017.

The
Registration Statement reflects the responses of the Company to comments received from the Staff of the Commission (the “Staff”)
in a letter dated February 11, 2019 (the “Comment Letter”). The discussion below is presented in the order of the
numbered comments in the Comment Letter. Certain capitalized terms set forth in this letter are used as defined in the Registration
Statement. For your convenience, references in the responses to page numbers are to the marked version of the Registration Statement
and to the prospectus included therein.

Securities and Exchange Commission

March 20, 2019

Page 2

The
Company has asked us to convey the following responses to the Staff:

Prospectus
Summary

Recent
Private Financing, page 11

 1. We
                                         note your disclosure that the convertible promissory notes will automatically settle
                                         into shares of Class A common stock in connection with the closing of this offering at
                                         a settlement price equal to 80% of the initial public offering price. We also note your
                                         disclosure that in connection with the sale of such convertible promissory notes, you
                                         have agreed with each purchaser of at least $5 million principal amount of the notes,
                                         that the underwriters will provide such noteholders the option to purchase additional
                                         shares of Class A common stock in this offering. Please revise your disclosure on page
                                         12 to include the number of shares of Class A common stock to be issued if the holders
                                         of at least $5 million principal amount of the notes, purchase additional shares of Class
                                         A common stock in this offering. In this regard, we note that you have only included
                                         a placeholder for the shares of Class A common stock to be issued pursuant to the settlement
                                         price of 80% of the initial public offering price.

Response:
The Company advises the Staff that any additional shares of Class A common stock issued to the holders of at least $5 million
principal amount of the convertible notes will be shares issued as part of the existing offering. As described on page 11 of
the Registration Statement, the Company agreed with each purchaser of at least $5 million principal amount of the convertible
notes to use commercially reasonable efforts to cause the managing underwriters of this offering to offer to such purchasers the
option to purchase in this offering a number of shares of Class A common stock equal to 50% of the principal amount of convertible
notes purchased by such purchaser divided by the price per share of the Class A common stock sold in this offering. The Company
advises the Staff that should any such purchaser elect to accept this offer to purchase additional shares of Class A common stock,
such shares of Class A common stock will be allocated by the underwriters in ordinary course as part of the existing offering
and will not increase the number of shares of the Company’s Class A common stock to be issued in this offering. The Company
also advises the Staff that none of the purchasers of at least $5 million principal amount of the convertible notes is an affiliate
of the Company.

Therefore,
the Company respectfully submits that the potential number of shares of Class A common stock to be issued to such purchasers is
already included in the existing disclosure on page 12, and no additional disclosure should be required.

Securities and Exchange Commission

March 20, 2019

Page 3

Management’s
Discussion and Analysis of Financial Condition and Results of Operations

Results
of Operations

Comparison
of Nine Months Ended September 30, 2018 and 2017

Net
Sales, page 95

 2. We
                                         note your explanation of several factors that explain why net sales increased in the
                                         nine months ended September 30, 2018 as compared to the comparative period. The increases
                                         attributed to the addition of new product lines and the new distribution agreements with
                                         key suppliers do not fully explain the entire increase. Please describe the material
                                         reasons for all portions contributing to the increase. If your disclosure regarding the
                                         increase in the number of sales representatives is intended to explain the rest of the
                                         increase, please address how the increase in sales representatives quantitatively impacted
                                         net sales.

Response:
As the unaudited financial statements of the Company for the nine months ended September 30, 2018 are no longer included in
the Registration Statement, the Company has complied with the Staff’s comment by including disclosure in response to this
comment in the comparison of the results of operations for the years ended December 31, 2018 and 2017 on page 91 of the
Registration Statement explaining in greater detail the material reasons for the increase in net sales for the 2018 period as
compared to the 2017 period.

*
* *

If
the Staff has any questions with respect to the foregoing, please contact me at (212) 326-0846.

    Very truly yours,

    /s/ Eric M. Hellige

    Eric M. Hellige

    cc:
    Aaron LoCascio

Greenlane
Holdings, Inc.

Larry
W. Nishnick, Esq.

DLA
Piper LLP US

Mailstop 3561

February 11, 2019

Aaron LoCascio
Chief Executive Officer
Greenlane Holdings, Inc.
6501 Park of Commerce Boulevard, Suite 200
Boca Raton, Florida 33487

Re: Greenlane Holdings, Inc.
Amendment No. 3 to Draft Registration Statement on Form S-1
Submitted January 18, 2019
  CIK No.  0001743745

Dear Mr. LoCascio :

We have reviewed your draft registration statement  and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.

Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or  publicly  filing your registration statement on
EDGAR.  If you do not believe our comments apply to your facts  and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.

After reviewing the information you provide in response to these  comments  and your
amended draft registration statement or filed registration statemen t, we may have  additional
comments.

Prospectus Summary

Recent Private Financing, page 11

1.  We note your disclosure that the convertible promissory notes will automatically settle
into shares of Class A common stock in connection with the closing of this offering at a
settlement price equal to 80% of the initial public offering price. We also no te your
disclosure that in connection with the sale of such convertible promissory notes, you have
agreed with each purchaser of at least $5 million principal amount of the notes, that the
underwriters will provide such noteholders the option to purchase a dditional shares of
Class A common stock in this offering. Please revise your disclosure on page 12 to
include the number of shares of Class A common stock to be issued if the holders of at
least $5 million principal amount of the notes, purchase additiona l shares of Class A

Aaron LoCascio
Greenlane Holdings, Inc.
February 11, 2019
Page 2

 common stock in this offering. In this regard, we note that you have only included a
placeholder for the shares of Class A common stock to be issued pursuant to the
settlement price of 80% of the initial public offering price.

Managem ent’s Discussion and Analysis of Financial Condition and Results of Operations

Results of Operations

Comparison of Nine Months Ended September 30, 2018 and 2017

Net Sales, page 95

2. We note your explanation of several factors that explain why net sales increased in the
nine months ended September 30, 2018 as compared to the comparative period.  The
increases attributed to the addition of new product lines and the new distribution
agreements with key suppliers do not fully explain the entire increase.  Pl ease describe
the material reasons for all portions contributing to the increase.  If your disclosure
regarding the increase in the number of sales representatives is intended to explain the
rest of the increase, please address how the increase in sales re presentatives quantitatively
impacted net sales.

You may contact Lisa Sellars, Staff Accountant , at (202)551 -3348  or James Allegretto,
Senior Assistant Chief Accountant, at (202)551 -3849  if you have questions regarding comments
on the financial statements  and related matters.  Please contact  Jennifer López , Staff Attorney, at
(202)551 -3792 , Lilyanna Peyser, Special Counsel, at (202)551 -3222  or me at (202)551 -3720
with any other questions.

Sincerely,

 /s/ Lilyanna Peyser for

Mara L. Ransom
Assistant Director
Office of Consumer Products

cc: Eric M. Hellige
 Jennifer N. Wang

Mailstop 3561

October 22, 2018

Aaron LoCascio
Chief Executive Officer
Greenlane Holdings, Inc.
6501 Park of Commerce Boulevard, Suite 200
Boca Raton, Florida 33487

Re: Greenlane Holdings, Inc.
Amendment No. 1  to Draft Registration Statement on Form S -1
Submitted October 5, 2018
  CIK No. 0001743745

Dear Mr. LoCascio :

We have reviewed your amended draft registration statement  and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your d isclosure.

Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or  publicly  filing your registration statement on
EDGAR.  If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.

After reviewing the information you provide in response to these  comments  and your
amended draft registration statement or filed registration statement , we may have  additional
comments.

Unaudited Pro Forma Consolidated Financial Information, page 71

1. We note your response to comment 7.  Your response states that this adjustment is for
stock options you expect to grant to independent directors to be added to your Board of
Directors.  However, the description of the adjustment on page 77 states that it i s for
options to be granted to directors, executive officers and other employees.  Please clarify
in your filing whether these stock options will be granted to independent directors or
other directors, officers and employees.  Assuming the options are gran ted to independent
directors, please also explain to us the connection of consummation of the offering to the
appointment of independent directors to the board and the reason that one is dependent
upon the other.  In view of this adjustment, explain how th e “additional expenses”
mentioned in the 2nd paragraph on page 71 excludes expenses due to options granted to
independent directors.

Aaron LoCascio
Greenlane Holdings, Inc.
October 22, 2018
Page 2

 Director Compensation, page 134

2. We note your disclosure that each non -employee director will receive a one -time award
of stock options to purchase approximately $70,000 (determined using the Black -Scholes
method) of your Class A common stock.  Please clarify what will be “determined using
the Black -Scholes method .” In this regard , your disclosure discloses a dollar amount of
Class A common stock that will be issued but it is unclear on how it is determined using
Black -Scholes.  Please explain or clarify the disclosure.

Underwriting, page 154

3. We note your revised disclosure on page 156 that the “directed share program [is ]
described  below.”  However, we cannot find your description of such program in your
disclosure.  Please revise.

Consolidated Financial Statements

Note 3. Revenue Recognition, page F -35

4. We note your responses to comments 21 and 22.  Please tell us if t he revenue and cost of
sales related to the shipments in transit at 1/1/17 were recognized in revenue and cost of
sales upon delivery in 2017 or whether only revenue related to shipments in 2017 was
recorded.  If only revenue related to shipments in 2017 w as recorded, please explain how
the revenue and costs related to shipments in transit at 1/1/17 were reflected in the
general ledger accounts.  If revenue and cost of sales related to shipments in transit at
1/1/17 were recorded in 2017, please explain to us why you appear to have made an
adjustment to add this revenue and these costs to the as reported numbers in the pro
forma presentation to show the balances without the adoption of Topic 606 on page F -37.
Please further quantify for us what the cumulati ve effect adjustment related to these
goods in transit would have been if recorded upon adoption.  Please explain to us in
greater detail how you concluded that the effect of such transactions was not material to
warrant a cumulative effect adjustment upon  adoption of ASC 606.

Aaron LoCascio
Greenlane Holdings, Inc.
October 22, 2018
Page 3

 You may contact Lisa Sellars, Staff Accountant , at (202)551 -3348 or James Allegretto,
Senior Assistant Chief Accountant, at (202)551 -3849 if you have questions regarding comments
on the financial statements and related matters.  Please contact  Danilo Castelli, Staff Attorney , at
(202)551 -6521, Jennifer López -Molina, Staff Attorney, at (202)551 -3792 or me at (202)551 -
3720 with any other questions.

Sincerely,

 /s/ Jennifer L ópez for

Mara L. Ransom
Assistant Director
Office of Consumer Pro ducts

cc: Eric M. Hellige
 Jennifer N. Wang

Mailstop 3561

September 12 , 2018

Aaron LoCascio
Chief Executive Officer
Greenlane Holdings, Inc.
6501 Park of Commerce Boulevard, Suite 200
Boca Raton, Florida 33487

Re: Greenlane Holdings, Inc.
Draft Registration Statement on Form S-1
Submitted August 14, 2018
  CIK No.  0001743745

Dear Mr. LoCascio :

We have reviewed your draft registration statement  and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.

Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or  publicly  filing your registration statement on
EDGAR.  If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.

After reviewing the information you provide in response to these  comments  and your
amended draft registration statement or filed registration statement,  we may have  additional
comments.

General

1. Please supplementally provide us with copies of all written communications, as defined
in Rule 405 under the Securities Act, that you,  or anyone authorized to do so on your
behalf, present to potential investors in reliance on Section 5(d) of the Securities Act,
whether or not they retain copies of the communications.

Prospectus Summary, page 1

2. Please provide the basis for your stateme nts that you are the “largest distributor of
premium vaporization products and consumption accessories in the United States” and
that you operate “two of the leading North American direct -to-consumer e -commerce
websites in the vaporization products and con sumption accessories industry,” or revise to

Aaron LoCascio
Greenlane Holdings, Inc.
September 12 , 2018
Page 2

 state that it is management’s belief, if true.   Please also provide support for your
statement on page 99 that “[y]our executive team has over 225 years of cumulative
experience.”

Overview, page 9

3. We note your  disclosure here and on page 106 that “[y]ou have short term plans to
introduce a brand in partnership with the estate of the iconic artist Keith Haring and a
rolling paper brand with one of the most influential celebrities in the industry today.”
Please clarify if you have any formal agreements related to these short term plans and, if
so, discuss the material terms of these agreements.   If no such agreements exist, please
discuss the current stage of development of these business relationships and the st eps,
time frame and funding needed to introduce these brands.

JOBS Act, page 12

4. Please revise your disclosure to reflect the new gross revenue threshold in the definition
of Emerging Growth Company found in Rule 405 of the Securities Act of 1933 followin g
inflation adjustments effective April 12, 2017 .

Risk Factors

Our payment system and the payment systems of our customers depend on the third -party
providers and are subject to evolving laws are regulations, page 22

5. You state here that “[you] have had a security incident in the past which [you] do not
believe reached the level of a breach which would be reportable under state laws or
[y]our other obligations .”  Please revise to  furthe r discuss here this cybersecurity
incident, if  material , and quantify the related costs you have incurred and reasonably
expect to incur h ere or elsewhere , as appropriate.  Alternatively, please confirm to us that
this was not a material cybersecurity attac k or breach .

Use of Proceeds

Use of Funds, page 60

6. Please quantify the amount of proceeds from this offering  to be used  for each  principal
purpose listed in this section.   Please refer to Item 504 of Regulation S -K.

Unaudited Pro Forma Consolidated Financial Information, page 68

7. We note that you intend to make an adjustment (d) described on page 73 for an expected
increase in compensation expense related to additional stock options you expect to grant.
Please tell us if this adjustment is based on an agreement, implied or express, or reflects

Aaron LoCascio
Greenlane Holdings, Inc.
September 12 , 2018
Page 3

 management’s intentions.  In this regard, please explain to us your basis for determining
that this adjustment is factually supportable and directly attributable to the offering
transaction.

8. We note your foo tnote (g) on pages 74 and 77 to show the calculation of basic net income
per share.

 Please tell us if you intend to show the calculation of diluted net income per share in a
future amendment.

 We note your statement that you will not include Class B a nd Class C common stock
in the computation of basic or diluted earnings per share.  It appears that common
units of the LLC can be exchanged for Class A common stock.  If so, please explain
to us how those potentially dilutive securities will be included i n diluted earnings per
share. Please include your basis for exchangeable common units of the LLC in diluted
earnings per share.

 It appears from your calculation that you plan to give effect to the shares to be issued
in this offering.  Please explain to u s why you believe it is appropriate to include
shares of Class A common stock to be sold in EPS since none of the proceeds are
being used for a transaction reflected in your pro forma financial statements.  We may
have further comment.

Management’s Discus sion and Analysis of Financial Condition and Results of Operations, page
78

9. Please revise your disclosure to clarify what you mean by “drop -shipping product on
behalf of third -party website operators.”

Non-GAAP Financial Measure, page 89

10. We note your discussion of EBITDA.  We have the following comments:

 We note that you state that EBITDA is a non -GAAP liquidity measure.  We further
note that you have reconciled EBITDA to income from operations.  Given you view
the measure as a liquidity measure, please tell us what consideration you gave to
reconciling this measure to cash flows from operations.

 If EBITDA is presented as a performance measure, please reconcile it to net income
as opposed to income from operations.  Refer to Question 10 3.02 of our Compliance
and Disclosure Interpretations on Non -GAAP Financial Measures.

 We note that you have adjusted for other income, which does not appear to be in the
literal definition of EBITDA.  Therefore, please change the title of this measure to a

Aaron LoCascio
Greenlane Holdings, Inc.
September 12 , 2018
Page 4

 more appropriate title, such as Adjusted EBITDA.  Refer to Question 103.01 of our
Compliance and Disclosure Interpretations on Non -GAAP Financial Measures.

 Please also begin the reconciliation with a GAAP measure and reconcile to the non -
GAAP measure.

Business

Our Suppliers, page 97

11. We note your belief that suppliers choose you because of your track record for
successfully growing and launching brands in your trade channels.  Please  revise to
provide examples of brands you have successfully launched.

Product Categories and Select Brands, page 108

12. Please disclose here, as you do on page 21, the percentage of net sales attributable to
sales of products from JUUL Labs and PAX Labs.

Executive Compensation

Compensation Discussion and Analysis

Overview, page 121

13. We note  your disclosure on page 121  that your executive officers, other than your
Founders, were awarded equity -based compensation in the form of profits interest in
Greenlane  Holdings, LLC.  Please tell us where this equity compensat ion is included in
the summary compensation table .  Please refer to Item 402 of Regulation S -K.

Summary Compensation Table, page 126

14. Please revise your summary compensation table to remove disclosures regarding
compensation to be earned in 2018.  In this  regard, we note that only compensation
awarded to, earned by, or paid to the named executive officers during the last two
completed fiscal years should be disclosed in th is table.  Please refer to Item 402(m) and
(n) of Regulation S -K.

15. Please revise yo ur prospectus to provide narrative disclosure of how the amounts of
named executive officers’ 2017 bonuses were calculated .  Please refer to Item 402(o)(5)
of Regulation S -K.

Aaron LoCascio
Greenlane Holdings, Inc.
September 12 , 2018
Page 5

 Employee Agreements and Termination and Change of Control Benefit, page 127

16. Please revise your prospectus to provide a narrative description of the material terms of
each named executive officers’ employment agreement in place during 2017.  Please also
file these agreements as exhibits to your registration statement.  Please refer to  Items
402(o)(1) and 601(b)( 10)(iii)(A) of Regulation S -K.

Consolidated Financial Statements, page F -1

17. Please update your financial statements and related disclosures, as necessary, to comply
with Rule 8 -08 of Regulation S -X as of the effective date.

Note 2. Summary of Significant Accounting Policies

Segment Reporting, page F -26

18. Please disclose your revenue from external customers for each product or service or each
group of similar products or services.  We note that you have discussed product
categories such as vaporizers, cleaning products, grinders, storage containers, pipes,
rolling papers and specialty packaging  when  describing your business  elsewhere in this
filing .  Please disclose your revenue from each of these or other appropriate categories of
products and service s.  Refer to ASC 280 -10-50-40.

19. We also note your statem ent that you have United States operations and Canadian
operations.  Please disclose your revenue and long -lived assets that are attributed to or
located in  your country of domicile and attributed to or located in all foreign countries in
total.  Refer to ASC 280 -10-50-41.

Note 3. Revenue Recognition, page F -32

20. Please tell us why you did not estimate a liability for sales returns prior to the adoption of
ASC 606.  In this regard, please specifically explain why recording the liability was the
result of adoption of ASC 606 as opposed to correction of an error in applying ASC 605.
We may have further comment.

21. It appears the most significant change in adopting ASC 606 was a change in the timing of
sales recognition from date of delivery to date of shipme nt.  If our understanding is not
correct, please clarify it.  If so, please advise how sales and cost of sales associated with
shipments that occurred in December 2016  but were delivered in January 2017  have been
accounted for in the adoption of ASC 606.  If you do not believe the effect of such
transactions  was material  to warrant a cumulative effect adjustment upon adoption of
ASC 606 , please quantify  the amount for us in your response .

Aaron LoCascio
Greenlane Holdings, Inc.
September 12 , 2018
Page 6

 22. Please also advise whether your pro forma presentation of the consolidated statement of
operations for the year ended December 31, 2017 without adoption of Topic 606 includes
only sales and related cost of sales with delivery dates in calendar 2017.  If so , please also
tell us the quantified the amount of sales and cost of sales of shipments initiated in 2016
but delivered in 2017 and sales initiated in 2017 that were delivered in 2018.

You may contact Lisa Sellars, Staff Accountant , at (202)551 -3348  or James Allegretto,
Senior Assistant Chief Accountant, at (202)551 -3849  if you have questions regarding comments
on the financial statements and related matters.  Please contact  Danilo Castelli, Staff Attorney , at
(202)551 -6521, Jennifer López -Molina, Staff Attorney, at (202)551 -3792  or me at (202)551 -
3720  with any other questions.

Sincerely,

 /s/ Jennifer L ópez for

Mara L. Ransom
Assistant Director
Office of Consumer Products

cc: Eric M. Hellige
 Jennifer N. Wang