SecProbe.io

CORRESP
 1
 filename1.htm

 Healthy
Choice Wellness Corp.

 3800
North 28th Way

 Hollywood,
FL 33020

 July
21, 2025

 VIA
EDGAR

 U.S.
Securities and Exchange Commission

 Division
of Corporation Finance

 100
F Street N.E.

 Washington,
D.C. 20549

 Attention:
 Eddie
 Kim

 Re:
 Healthy
 Choice Wellness Corp.

 Registration
 Statement on Form S-1

 File
 No. 333-288471

 REQUEST
 FOR ACCELERATION OF EFFECTIVENESS

 Dear
Mr. Kim:

 Pursuant
to Rule 461 promulgated under the Securities Act of 1933, as amended, Healthy Choice Wellness Corp. (the "Registrant") hereby
respectfully requests acceleration of the effective date of its Registration Statement on Form S-1 (File No. 333-288471) (the "Registration
Statement"), so that it may become effective at 5:30 p.m. Eastern Time on July 23, 2025, or as soon as practicable thereafter.

 The
Registrant hereby authorizes Martin T. Schrier to orally modify or withdraw this request for acceleration.

 We
respectfully request that we be notified of such effectiveness by a telephone call to Mr. Schrier at (305) 704-5954.

 Very
truly yours,

 HEALTHY
 CHOICE WELLNESS CORP.

 /s/
 Jeffrey Holman

 Jeffrey
 Holman

 Chief
 Executive Officer

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 July 8, 2025

Jeffrey Holman
Chief Executive Officer
HEALTHY CHOICE WELLNESS CORP.
3800 North 28th Way
Hollywood, FL 33020

 Re: HEALTHY CHOICE WELLNESS CORP.
 Registration Statement on Form S-1
 Filed July 2, 2025
 File No. 333-288471
Dear Jeffrey Holman:

 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 Eddie Kim at 202-551-8713 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Trade &
Services
cc: Martin T. Schrier
</TEXT>
</DOCUMENT>

CORRESP
1
filename1.htm

September
12, 2024

VIA
EDGAR

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

100
F Street, N.E.

Washington,
D.C. 20549-1004

    Re:
    HEALTHY
    CHOICE WELLNESS CORP.

    Registration
    Statement on Form S-1, as amended

    File
    No. 333-274435

Ladies
and Gentlemen:

As
the underwriter of the proposed offering of Healthy Choice Wellness Corp. (the “Company”),
we hereby join the Company’s request for acceleration of the above-referenced Registration Statement, requesting effectiveness
for 4:30 p.m., Eastern Time, on Friday, September 13, 2024, or as soon thereafter as is practicable.

Pursuant
to Rule 460 of the General Rules and Regulations of the U.S. Securities and Exchange Commission under the Securities Act of 1933, as
amended, we wish to advise you that, through September 12, 2024, we distributed to each dealer, who is reasonably anticipated to be invited
to participate in the distribution of the security, as many copies, as well as “E-red” copies of the Preliminary Prospectus
dated September 11, 2024, as appears to be reasonable to secure adequate distribution of the preliminary prospectus.

The
undersigned advise that they have complied and will continue to comply with Rule 15c2-8 under the Securities Exchange Act of 1934, as
amended.

    Very
    truly yours,

    Maxim
    Group LLC

    By:

    /s/
    Ritesh Veera

    Name:
    Ritesh
    Veera

    Title:
    Co-Head
    of Investment Banking

CORRESP
1
filename1.htm

Healthy
Choice Wellness Corp.

3800
North 28th Way

Hollywood,
FL 33020

September
12, 2024

VIA
EDGAR

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

100
F Street N.E.

Washington,
D.C. 20549

    Attention:
    Scott Anderegg

    Erin Jaskot

    Re:
    Healthy Choice Wellness Corp.

    Registration Statement on Form S-1

    File No. 333-274435

    REQUEST FOR ACCELERATION OF EFFECTIVENESS

Dear
Mr. Anderegg and Ms. Jaskot:

Pursuant
to its letter dated September 11, 2024, Healthy Choice Wellness Corp. (the “Registrant”) requested that the Securities and
Exchange Commission cause the above-referenced Registration Statement on Form S-1 to become effective on Thursday, September 12, 2024
at 5:30 p.m. Eastern Time. The Registrant hereby withdraws that request for acceleration.

Pursuant
to Rule 461 promulgated under the Securities Act of 1933, as amended, Registrant hereby respectfully requests acceleration of the effective
date of its Registration Statement on Form S-1 (File No. 333-274435), as amended, so that it may become effective at 4:30 p.m. Eastern
Time on September 13, 2024, or as soon as practicable thereafter.

The
Registrant hereby authorizes Martin T. Schrier to orally modify or withdraw this request for acceleration.

We
respectfully request that we be notified of such effectiveness by a telephone call to Mr. Schrier at (305) 704-5954.

Very
truly yours,

HEALTHY
CHOICE WELLNESS CORP.

    /s/
    Jeff Holman

    Jeff Holman

    Chief Executive Officer

CORRESP
1
filename1.htm

Healthy
Choice Wellness Corp.

3800
North 28th Way

Hollywood,
FL 33020

September
12, 2024

VIA
EDGAR

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

100
F Street N.E.

Washington,
D.C. 20549

    Attention:
    Scott
    Anderegg

    Erin
    Jaskot

    Re:
    Healthy
    Choice Wellness Corp.

    Registration
    Statement on Form S-1

    File
    No. 333-275209

    REQUEST
    FOR ACCELERATION OF EFFECTIVENESS

Dear
Mr. Anderegg and Ms. Jaskot:

Pursuant
to its letter dated September 11, 2024, Healthy Choice Wellness Corp. (the “Registrant”) requested that the Securities and
Exchange Commission cause the above-referenced Registration Statement on Form S-1 to become effective on Thursday, September 12, 2024
at 5:30 p.m. Eastern Time. The Registrant hereby withdraws that request for acceleration.

Pursuant
to Rule 461 promulgated under the Securities Act of 1933, as amended, Registrant hereby respectfully requests acceleration of the effective
date of its Registration Statement on Form S-1 (File No. 333-275209), as amended (the “Registration Statement”), so that
it may become effective at 4:30 p.m. Eastern Time on September 13, 2024, or as soon as practicable thereafter.

The
Registrant hereby authorizes Martin T. Schrier to orally modify or withdraw this request for acceleration.

We
respectfully request that we be notified of such effectiveness by a telephone call to Mr. Schrier at (305) 704-5954.

Very
truly yours,

    Healthy
    Choice Wellness Corp.

    /s/
    Jeff Holman

    Jeff
    Holman

    Chief
    Executive Officer

CORRESP
1
filename1.htm

    September
    12, 2024

    Martin
    T. Schrier

    Direct
    Phone 305-704-5954

    VIA
    EDGAR

    Direct
    Fax 786-220-0209

    mschrier@cozen.com

United
States Securities and Exchange Commission

100
F. Street, N.E.

Washington,
D.C. 20549

Attention:
Scott Anderegg

Erin
Jaskot

    Re:
    Healthy
    Choice Wellness Corp.

    Amendment
    No. 7 to Registration Statement on Form S-1 Filed

    September
    11, 2024

    File
    No. 333-275209

Dear
Mr. Anderegg and Ms. Jaskot:

On
behalf of our client, Healthy Choice Wellness Corp., a Delaware corporation (the “Company” or “HCWC”), we are
hereby submitting to the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) this
letter setting forth the Company’s response to the comment contained in the Staff’s letter dated September 12, 2024, regarding
the Company’s Amendment No. 7 to registration statement on Form S-1 submitted to the Commission on September 11, 2024 (the “Registration
Statement”).

This
letter is being filed with the Commission with Amendment No. 8 to the Registration Statement (“Amendment No. 8”).

The
Staff’s comments are repeated below and are followed by the Company’s response in bold. Capitalized terms used but not otherwise
defined herein have the meanings set forth in Amendment No. 7.

Amendment
No. 7 to Form S-1 filed September 11, 2024

Exhibits

1. Revise
                                            the tax opinion to include counsel’s consent to the prospectus discussion of such opinion,
                                            the reproduction of the opinion as an exhibit, and being named in the registration statement.
                                            Please also remove or revise the statement stating that counsel is furnishing this opinion
                                            solely to and for the benefit of the transactions and the opinion is not to be relied upon
                                            for any other purpose or by any other person without your prior written consent. Investors
                                            are entitled to rely upon your opinion.

RESPONSE:
The Company acknowledges the Staff’s comment. The Company has revised the tax opinion to include counsel’s consent to (1)
the prospectus discussion of such opinion, (2) the reproduction of the opinion as an exhibit, and (3) being named in the registration
statement. The opinion has also been revised to remove the statement stating that counsel is furnishing this opinion solely to and for
the benefit of the transactions and the opinion is not to be relied upon for any other purpose or by any other person without counsel’s
prior written consent.

200
                                            South Biscayne Boulevard 30th Floor, Miami, FL 33131

    305.704.5940
                            800.215.2137
                     305.704.5955        Fax
    cozen.com

Thank
you for your prompt attention to the Company’s response to the Staff’s comments to the Registration Statement. If you have
any questions or comments regarding these responses or if you require any additional information, please feel free to contact me at 305.401.4199.

    Sincerely,

    /s/
    Martin T. Schrier

    Martin
    T. Schrier

    cc:
    John
    Ollet

September 12, 2024
Jeffrey Holman
Chief Executive Officer
Healthy Choice Wellness Corp.
3800 North 28th Way
Hollywood, FL 33020
Re:Healthy Choice Wellness Corp.
Amendment No. 7 to Registration Statement on Form S-1
Filed September 11, 2024
File No. 333-275209
Dear Jeffrey Holman:
            We have reviewed your amended registration statement and have the following
comments.
            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.
Amendment No. 7 to Form S-1 filed September 11, 2024
Exhibits
1.Revise the tax opinion to include counsel's consent to the prospectus discussion of such
opinion, the reproduction of the opinion as an exhibit, and being named in the registration
statement. Please also remove or revise the statement stating that counsel is furnishing this
opinion solely to and for the benefit of the transactions and the opinion is not to be relied
upon for any other purpose or by any other person without your prior written
consent. Investors are entitled to rely upon your opinion.
            Please contact Scott Anderegg at 202-551-3342 or Erin Jaskot at 202-551-3442 with any
other questions.
Sincerely,

September 12, 2024
Page 2
Division of Corporation Finance
Office of Trade & Services

CORRESP
1
filename1.htm

September
11, 2024

VIA
EDGAR

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

100
F Street, N.E.

Washington,
D.C. 20549-1004

    Re:
    HEALTHY
    CHOICE WELLNESS CORP.

    Registration
    Statement on Form S-1, as amended

    File
    No. 333-274435

Ladies
and Gentlemen:

As
the underwriter of the proposed offering of Healthy Choice Wellness Corp.
(the “Company”), we hereby join the Company’s request for acceleration of the above-referenced Registration
Statement, requesting effectiveness for 5:30 p.m., Eastern Time, on Thursday, September 12, 2024, or as soon thereafter as is practicable.

Pursuant
to Rule 460 of the General Rules and Regulations of the U.S. Securities and Exchange Commission under the Securities Act of 1933, as
amended, we wish to advise you that, through September 11, 2024, we distributed to each dealer, who is reasonably anticipated to be invited
to participate in the distribution of the security, as many copies, as well as “E-red” copies of the Preliminary Prospectus
dated September 11, 2024, as appears to be reasonable to secure adequate distribution of the preliminary prospectus.

The
undersigned advise that they have complied and will continue to comply with Rule 15c2-8 under the Securities Exchange Act of 1934, as
amended.

    Very
    truly yours,

    Maxim
    Group LLC

    By:

    /s/
    Ritesh Veera

    Name:
    Ritesh
    Veera

    Title:
    Co-Head
    of Investment Banking

CORRESP
1
filename1.htm

Submission Proof - Z:\2024 OPERATIONS\EDGAR\09 SEPTEMBER\Healthier Choices Management Corp\09-10-2024\Form corresp\Draft\Production\Healthier Choices Management Corp 09-10-2024 Form corresp.gfp

 Healthy
Choice Wellness Corp.

3800
North 28th Way

Hollywood,
FL 33020

September
11, 2024

VIA
EDGAR

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

100
F Street N.E.

Washington,
D.C. 20549

    Attention:
    Scott
    Anderegg

    Erin Jaskot

    Re:
     Healthy
    Choice Wellness Corp.

    Registration
    Statement on Form S-1

    File
    No. 333-275209

    REQUEST
    FOR ACCELERATION OF EFFECTIVENESS

Dear
Mr. Anderegg and Ms. Jaskot:

Pursuant
to Rule 461 promulgated under the Securities Act of 1933, as amended, Healthy Choice Wellness Corp. (the “Registrant”)
hereby respectfully requests acceleration of the effective date of its Registration Statement on Form S-1 (File No. 333-275209), as amended
(the “Registration Statement”), so that it may become effective at 5:30 p.m. Eastern Time on September 12, 2024, or as soon
as practicable thereafter.

The
Registrant hereby authorizes Martin T. Schrier to orally modify or withdraw this request for acceleration.

We
respectfully request that we be notified of such effectiveness by a telephone call to Mr. Schrier at (305) 704-5954.

Very
truly yours,

     Healthy Choice Wellness
    Corp.

    /s/
    Jeff Holman

    Jeff
    Holman

    Chief
    Executive Officer

CORRESP
1
filename1.htm

Healthy
Choice Wellness Corp.

3800
North 28th Way

Hollywood,
FL 33020

September
11, 2024

VIA
EDGAR

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

100
F Street N.E.

Washington,
D.C. 20549

    Attention:
    Scott
    Anderegg

    Erin
    Jaskot

    Re:
     Healthy
                                            Choice Wellness Corp.

    Registration
    Statement on Form S-1

    File
    No. 333-274435

    REQUEST
    FOR ACCELERATION OF EFFECTIVENESS

Dear
Mr. Anderegg and Ms. Jaskot:

Pursuant
to Rule 461 promulgated under the Securities Act of 1933, as amended, Healthy Choice Wellness Corp. (the “Registrant”)
hereby respectfully requests acceleration of the effective date of its Registration Statement on Form S-1 (File No. 333-274435), as amended
(the “Registration Statement”), so that it may become effective at 5:30 p.m. Eastern Time on September 12, 2024, or as soon
as practicable thereafter.

The
Registrant hereby authorizes Martin T. Schrier to orally modify or withdraw this request for acceleration.

We
respectfully request that we be notified of such effectiveness by a telephone call to Mr. Schrier at (305) 704-5954.

Very
truly yours,

HEALTHY
CHOICE WELLNESS CORP.

    /s/
    Jeff Holman

    Jeff
    Holman

    Chief
    Executive Officer

CORRESP
1
filename1.htm

    August
    29, 2024

    VIA
    EDGAR

    Martin
    T. Schrier

    Direct
    Phone 305-704-5954

    Direct
    Fax      786-220-0209

    mschrier@cozen.com

United
States Securities and Exchange Commission

100
F. Street, N.E.

Washington,
D.C. 20549

    Attention:

    Scott
    Anderegg

    Erin
    Jaskot

    Re:
    Healthy Choice Wellness Corp.

    Amendment No. 5 to Registration Statement on Form
    S-1 Filed July 25, 2024

    File No. 333-275209

Dear
Mr. Anderegg and Ms. Jaskot:

On
behalf of our client, Healthy Choice Wellness Corp., a Delaware corporation (the “Company” or “HCWC”), we are
hereby submitting to the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) this
letter setting forth the Company’s response to the comment contained in the Staff’s letter dated August 23, 2024, regarding
the Company’s Amendment No. 5 to registration statement on Form S-1 submitted to the Commission on July 25, 2024 (the “Registration
Statement”).

This
letter is being filed with the Commission with Amendment No. 6 to the Registration Statement (“Amendment No. 6”).

The
Staff’s comments are repeated below and are followed by the Company’s response in bold. Capitalized terms used but not otherwise
defined herein have the meanings set forth in Amendment No. 6.

Amendment
No. 4 to Form S-1 filed July 25, 2024 General

1. Please
                                            revise to reflect the comments we issued on August 23, 2024 relating to your Form S-1 (file
                                            no. 333-274435), as appropriate.

RESPONSE:
The Registration Statement has been revised through Amendment No. 6 to reflect the Company’s responses to the Commission’s
comments issued on August 23, 2024 relating to its Form S-1 (file no. 333-274435).

Thank
you for your prompt attention to the Company’s response to the Staff’s comments to the Registration Statement. If you have
any questions or comments regarding these responses or if you require any additional information, please feel free to contact me at 305.401.4199.

  Sincerely,

  /s/ Martin
  T. Schrier

  Martin T. Schrier

  cc:
  John Ollet

200 South Biscayne Boulevard 30th Floor, Miami, FL 33131

305.704.5940             800.215.2137              305.704.5955 Fax              cozen.com

CORRESP
1
filename1.htm

    August
                                            29, 2024

    VIA
    EDGAR

    Martin
                                            T. Schrier

    Direct
    Phone 305-704-5954

    Direct Fax 786-220-0209

    mschrier@cozen.com

United
States Securities and Exchange Commission

100
F. Street, N.E.

Washington,
D.C. 20549

Attention:
Scott Anderegg

Erin
Jaskot

  Re:
  Healthy Choice Wellness
  Corp.

  Amendment No. 6 to Registration Statement on Form S-1

                                                                            Response dated August 23, 2024

  File No. 333-274435

Dear
Mr. Anderegg and Ms. Jaskot:

On
behalf of our client, Healthy Choice Wellness Corp., a Delaware corporation (the “Company” or “HCWC”), we are
hereby submitting to the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) this
letter setting forth the Company’s response to the comment contained in the Staff’s letter dated August 23, 2024, regarding
the Company’s Amendment No. 6 to registration statement on Form S-1 submitted to the Commission on July 24, 2024 (the “Registration
Statement”).

This
letter is being filed with the Commission with Amendment No. 7 to the Registration Statement (“Amendment No. 7”).

The
Staff’s comments are repeated below and are followed by the Company’s response in bold. Capitalized terms used but not otherwise
defined herein have the meanings set forth in Amendment No. 7.

Amendment
No. 6 to Registration Statement on Form S-1 filed July 24, 2024 Cover Page

1. We
                                            note the disclosure on the prospectus cover page regarding the price disparity between HCMC’s
                                            current quoted price on OTC Pink and the expected offering price of HCWC’s Class A
                                            common stock. We also note the risk-factor disclosure on p. 12 that “the price per
                                            share of HCMC’s common stock may be more indicative of the price per share of Class
                                            A common stock than the other factors that we utilized to determine the offering price in
                                            this Offering.” Please revise the prospectus cover page to clearly disclose that investors
                                            who purchase in the offering at the proposed price range would be purchasing at a price that
                                            the market has not previously supported.

RESPONSE:
The Company acknowledges the Staff’s comment. The Company has revised the prospectus cover page to state that investors
who purchase in the Offering at the proposed price range would be purchasing at a price that the market has not previously supported.

200
South Biscayne Boulevard 30th Floor, Miami, FL 33131

305.704.5940      800.215.2137      305.704.5955       Fax cozen.com

There
is no public market for our Class A common stock..., page 12

2. We
                                            note your revised disclosure regarding the risk that the third-party valuation report may
                                            overstate the implied equity value of HCWC. Given HCWC’s current stage of business
                                            and expected business opportunities, please disclose whether you and your management believe
                                            the valuation report, and the comparable companies used in the report, appropriately support
                                            the implied valuation and offering price of HCWC. Please include similar disclosure under
                                            “Determination of Offering Price,” and also include in that section the disclosure
                                            regarding the comparable companies that is included on page 12.

RESPONSE:
The Company acknowledges the Staff’s comment. Given the time elapsed since the preparation of this report, the third party valuation
report is no longer being considered in the determination of the offering price range. All references to the valuation report have been
removed and the valuation report will not be an exhibit to the Registration Statement. We have added additional disclosure on page 12
the “Risk Factors” and page 28 of the “Determination of Offering Price” sections to clarify the factors
relied upon for determining the offering price range.

3. In
                                            addition, where you list the names and statistics for your comparable companies on page 12,
                                            please add the net income for each comparable company as well as your own most recent pro
                                            forma net income covering the most comparable period. Given the volume of information presented
                                            in this paragraph, you may wish to present this information in a table so it is clear to
                                            investors.

RESPONSE:
The Company acknowledges the Staff’s comment. Because the third party valuation report is no longer being relied upon, this
disclosure on page 12 has been removed.

Capitalization,
page 29

4. Please
                                            tell us your consideration for including the debt borrowed in July 2024, as detailed on page
                                            F-21, in your capitalization table.

RESPONSE:
The Company acknowledges the Staff’s comment and notes the debt was not included in the June 30, 2024 capitalization table as it
was a subsequent event, having occurred on July 18, 2024. Further, the proceeds facilitated the acquisition of the assets of GreenAcres
Markets which is not reflected in the financial statement pro-forma as it would not be deemed a “significant subsidiary”
pursuant to Rules 3-05 and 8-04 of Regulation S-X.

Notes
to Condensed Consolidated Carve-Out Financial Statements Note 17. Subsequent Events, page F-21

5. Please
                                            tell us your consideration for providing financial statements for the acquired stores form
                                            GreenAcres Markets pursuant to Rule 8-04 of Regulation S-X. In addition, tell us the expected
                                            date of your final prospectus.

  RESPONSE:
                                            The Company acknowledges the Staff’s comment. The Company has determined that the business
                                            of GreenAcres Markets would not be deemed a “significant subsidiary” pursuant
                                            to Rule 3-05 of Regulation S-X. This analysis is attached as Exhibit A to this letter. In
                                            addition, under Rule 8-04 of Regulation S-X, a smaller reporting company is eligible to exclude
                                            acquired business financial statements from a registration statement if the business acquisition
                                            was consummated no more than 74 days prior to the date of the relevant final prospectus.
                                            The GreenAcres Markets Acquisition was consummated on July 18, 2024. We expect the date of
                                            our final prospectus to be September 13, 2024.

General

6. Please
                                            disclose, where appropriate, the Distribution Ratio you will use in the distribution of all
                                            HCWC Class A and Class B common stock to the holders of HCMC.

RESPONSE:
The Company acknowledges the Staff’s comment and the final Distribution Ratio has been included on pages 2 and 58.
For each 208,632 shares of HCMC common stock held by an HCMC stockholder, such stockholder will receive 1 share of HCWC Class
A common stock and 3 shares of HCWC Class B common stock. Stated differently, for each share of HCMC common stock held, an HCMC
stockholder will receive in the Spin-Off 0.000005 shares of Class A common stock and 0.000015 shares of Class B common stock.

7. The
                                            five-year projections included in the valuation report filed as Exhibit 10.12 show a projected
                                            net income of approximately $3.6 million for fiscal year 2024. However, your condensed consolidated
                                            carve-out balance sheet for Healthy Choice Wellness Corp. for the quarter ended March 31,
                                            2024 indicates that you operated at a net loss and suggests that you may not be on track
                                            to meet the projected revenue and net income estimates used in the valuation report. Where
                                            you discuss the valuation report, please disclose the assumptions underlying the projections.
                                            Also disclose whether the assumptions and projections continue to reflect management’s
                                            view on future performance and support the implied equity value of HCWC and the price range
                                            of $9 to $11.

RESPONSE:
The Company acknowledges the Staff’s comment. Given the time elapsed since the preparation of this report, the third party valuation
report is no longer being considered in the determination of the offering price range. All references to the valuation report have been
removed and the valuation report will not be an exhibit to the Registration Statement. We have added additional disclosure on page 12
the “Risk Factors” and page 28 of the “Determination of Offering Price” sections to clarify the factors
relied upon for determining the offering price range.

Thank
you for your prompt attention to the Company’s response to the Staff’s comments to the Registration Statement. If you have
any questions or comments regarding these responses or if you require any additional information, please feel free to contact me at 305.401.4199.

    Sincerely,

    /s/
    Martin T. Schrier

    Martin
    T. Schrier

  cc:
  John Ollet

EXHIBIT
A

SIGNIFICANT
SUBSIDIARY TEST

200
South Biscayne Boulevard 30th Floor, Miami, FL 33131

305.704.5940
     800.215.2137      305.704.5955      Fax cozen.com

August 23, 2024
Jeffrey Holman
Chief Executive Officer
Healthy Choice Wellness Corp.
3800 North 28th Way
Hollywood, FL 33020
Re:Healthy Choice Wellness Corp.
Amendment No. 4 to Registration Statement on Form S-1
Filed July 25, 2024
File No. 333-275209
Dear Jeffrey Holman:
            We have reviewed your amended 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. Unless we note otherwise,
any references to prior comments are to comments in our July 17, 2024 letter.
Amendment No. 4 to Form S-1 filed July 25, 2024
General
1.Please revise to reflect the comments we issued on August 23, 2024 relating to your Form
S-1 (file no. 333-274435), as appropriate.

            Please contact Scott Anderegg at 202-551-3342 or Erin Jaskot at 202-551-3442 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

CORRESP
1
filename1.htm

    Martin
    T. Schrier

    Direct
    Phone 305-704-5954

    Direct
    Fax 786-220-0209

    mschrier@cozen.com

July
24, 2024

VIA
EDGAR

United
States Securities and Exchange Commission

100
F. Street, N.E.

Washington,
D.C. 20549

  Attention:
  Scott Anderegg

  Erin Jaskot

    Re:
    Healthy
    Choice Wellness Corp.

    Amendment
    No. 4 to Registration Statement on Form S-1

    Response
    dated July 19, 2024

    File
    No. 333-275209

Dear
Mr. Anderegg and Ms. Jaskot:

On
behalf of our client, Healthy Choice Wellness Corp., a Delaware corporation (the “Company” or “HCWC”), we are
hereby submitting to the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) this
letter setting forth the Company’s response to the comment contained in the Staff’s letter dated July 19, 2024 regarding
the Company’s Amendment No. 4 to registration statement on Form S-1 submitted to the Commission on June 26, 2024 (the “Registration
Statement”).

This
letter is being filed with the Commission with Amendment No. 5 to the Registration Statement (“Amendment No. 5”).

The
Staff’s comments are repeated below and are followed by the Company’s response in bold. Capitalized terms used but not otherwise
defined herein have the meanings set forth in Amendment No. 5.

Amendment
No. 4 to Form S-1 General

    1.
    Please
    revise to reflect the comments we issued on July 19, 2024 relating to your Form S-1 (file no. 333-274435).

    RESPONSE:
    The Company acknowledges the Staff’s comment and Amendment No. 5 has been revised to reflect the comments issued in connection
    with our Form S-1 (file no. 333-274435).

    200
    South Biscayne Boulevard 30th Floor, Miami, FL 33131

    305.704.5940          800.215.2137          305.704.5955 Fax          cozen.com

    United States Securities and Exchange Commission

July 24, 2024

Page 2

Thank
you for your prompt attention to the Company’s response to the Staff’s comments to the Registration Statement. If you have
any questions or comments regarding these responses or if you require any additional information, please feel free to contact me at 305.401.4199.

    Sincerely,

    /s/
    Martin T. Schrier

    cc:
    John Ollet

CORRESP
1
filename1.htm

    Martin
                                            T. Schrier

    Direct
    Phone 305-704-5954

    Direct
    Fax 786-220-0209

    mschrier@cozen.com

July
24, 2024

VIA
EDGAR

United
States Securities and Exchange Commission

100
F. Street, N.E.

Washington,
D.C. 20549

  Attention:
  Scott Anderegg

Erin
Jaskot

  Re:
  Healthy Choice Wellness Corp.

Amendment
No. 5 to Registration Statement on Form S-1

Response
dated July 19, 2024

File
No. 333-274435

Dear
Mr. Anderegg and Ms. Jaskot:

On
behalf of our client, Healthy Choice Wellness Corp., a Delaware corporation (the “Company” or “HCWC”), we are
hereby submitting to the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) this
letter setting forth the Company’s response to the comment contained in the Staff’s letter dated July 19, 2024 regarding
the Company’s Amendment No. 5 to registration statement on Form S-1 submitted to the Commission on June 26, 2024 (the “Registration
Statement”).

This
letter is being filed with the Commission with Amendment No. 6 to the Registration Statement (“Amendment No. 6”).

The
Staff’s comments are repeated below and are followed by the Company’s response in bold. Capitalized terms used but not otherwise
defined herein have the meanings set forth in Amendment No. 5.

    200
    South Biscayne Boulevard 30th Floor, Miami, FL 33131

    305.704.5940
    800.215.2137
    305.704.5955
    Fax
    cozen.com

    United States Securities and Exchange Commission

July 24, 2024

Page 2

Amendment
No. 5 to Form S-1

Prospectus
Cover Page, page ii

1. Please
                                            disclose prominently on the prospectus cover page that Healthy Choice Wellness Corp will
                                            be spun-off from Healthier Choices Management Corp, which currently is quoted on the OTC
                                            Pink at $0.0001 and has a 52-week range of $0.0000 - $0.0001. Disclose that HCMC prior to
                                            the spin-off is substantially the same company as HCWC after the spin-off, yet the offering
                                            price of $9.00 to $11.00 is substantially greater than the OTC Pink quotation of $0.0001.

RESPONSE:
The Company acknowledges the Staff’s comment and Amendment No. 5 includes the requested disclosure on the cover page of the prospectus.

Risk
Factors, page 4

2. You
                                            disclose that one of the factors considered in determining the offering price was the valuation
                                            prepared by Newbridge Securities Corporation in February 2024. Please add risk factor disclosure
                                            in the front of the risk factors section indicating that the price of the July 19, 2024 offering
                                            and the value of HCMC as reported in the valuation report are substantially higher than the
                                            current quotation price of Healthier Choices Management of $0.0001 on OTC Pink. Disclose
                                            the comparable companies used in the valuation report, such as Costco Wholesale Corporation,
                                            Sysco Corporation and Casey’s General Stores, Inc. and indicate the annual revenues
                                            and market capitalization for these comparable companies and how this compares to HCWC. Discuss
                                            the difference in industry focus of companies such as Costco with companies like HCMC, as
                                            HCMC appears to operate in a more specialized market than Costco. Indicate the risks of using
                                            these companies as comparables in the valuation analysis, including in the discounted cash
                                            flow analysis, and how this could have influenced or impacted the implied equity value of
                                            HCMC. Disclose the risk to investors if the market value of HCMC, once listed on the exchange,
                                            is significantly lower than the value in the valuation report.

RESPONSE:
The Company acknowledges the Staff’s comment and Amendment No. 5 includes a new risk factor that

 ● indicates
                                            that the price of the Offering and the value of HCMC as reported in the valuation report
                                            are substantially higher than the current quotation price of Healthier Choices Management
                                            on OTC Pink;

 ● discloses
                                            industry focus, annual revenues and market capitalization of comparable companies used in
                                            the Newbridge Securities Corporation February 2024 valuation;

 ● outlines
                                            the risks of using these companies as comparables in the valuation analysis; and

 ● discloses
                                            the risk to investors if the market value of HCWC, once listed on the exchange, is significantly
                                            lower than the value in the valuation report.

    United States Securities and Exchange Commission

July 24, 2024

Page 3

Neither
we nor HCMC can assure you as to the trading price..., page 13

3. Please
                                            revise here to disclose the most recent quotation price of HCMC on OTC Pink as compared to
                                            the price range for this offering of $9.00 to $11.00. Quantify the trading price of HCMC
                                            if it is less than the quotation price of HCMC prior to the Spin-Off, as you disclose is
                                            possible. Indicate that, aside from certain intellectual property, the business of HCMC before
                                            the spin-off and HCWC after the spin-off are identical. Elsewhere that you discuss the trading
                                            price or market price of HCWC, indicate that its pre-spin-off quotation on OTC Pink is $0.0001.

RESPONSE:
The Company acknowledges the Staff’s comment and has revised the disclosure on page 13 of Amendment No. 5 to (1) include the most
recent quotation price and (2) provide disclosure on the material differences between HCMC business prior to the Spin Off and the HCWC
business after the Spin Off. We have referenced the HCMC most recent quotation price elsewhere in Amendment No. 5 where applicable to
the HCWC trading price post Spin-Off.

Thank
you for your prompt attention to the Company’s response to the Staff’s comments to the Registration Statement. If you have
any questions or comments regarding these responses or if you require any additional information, please feel free to contact me at 305.401.4199.

    Sincerely,

    /s/
    Martin T. Schrier

cc:
John Ollet

July 19, 2024
Jeffrey Holman
Chief Executive Officer
Healthy Choice Wellness Corp.
3800 North 28th Way
Hollywood, FL 33020
Re:Healthy Choice Wellness Corp.
Amendment No. 5 to Registration Statement on Form S-1
Filed June 26, 2024
File No. 333-274435
Dear Jeffrey Holman:
            We have reviewed your amended registration statement and have the following
comments.
            Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies to your facts and circumstances
or do not believe an amendment is appropriate, please tell us why in your response.
            After reviewing any amendment to your registration statement and the information you
provide in response to this letter, we may have additional comments. Unless we note otherwise,
any references to prior comments are to comments in our June 21, 2024 letter.
Amendment No. 5 to Form S-1
Prospectus Cover Page, page ii
1.Please disclose prominently on the prospectus cover page that Healthy Choice Wellness
Corp will be spun-off from Healthier Choices Management Corp, which currently is
quoted on the OTC Pink at $0.0001 and has a 52-week range of $0.0000 - $0.0001.
Disclose that HCMC prior to the spin-off is substantially the same company as HCWC
after the spin-off, yet the offering price of $9.00 to $11.00 is substantially greater than the
OTC Pink quotation of $0.0001.
Risk Factors, page 4
You disclose that one of the factors considered in determining the offering price was the
valuation prepared by Newbridge Securities Corporation in February 2024. Please add
risk factor disclosure in the front of the risk factors section indicating that the price of the 2.

July 19, 2024
Page 2
offering and the value of HCMC as reported in the valuation report are substantially
higher than the current quotation price of Healthier Choices Management of $0.0001 on
OTC Pink. Disclose the comparable companies used in the valuation report, such as
Costco Wholesale Corporation, Sysco Corporation and Casey's General Stores, Inc. and
indicate the annual revenues and market capitalization for these comparable companies
and how this compares to HCWC. Discuss the difference in industry focus of companies
such as Costco with companies like HCMC, as HCMC appears to operate in a more
specialized market than Costco. Indicate the risks of using these companies as
comparables in the valuation analysis, including in the discounted cash flow analysis, and
how this could have influenced or impacted the implied equity value of HCMC. Disclose
the risk to investors if the market value of HCMC, once listed on the exchange, is
significantly lower than the value in the valuation report.
Neither we nor HCMC can assure you as to the trading price..., page 13
3.Please revise here to disclose the most recent quotation price of HCMC on OTC Pink as
compared to the price range for this offering of $9.00 to $11.00. Quantify the trading price
of HCMC if it is less than the quotation price of HCMC prior to the Spin-Off, as you
disclose is possible. Indicate that, aside from certain intellectual property, the business of
HCMC before the spin-off and HCWC after the spin-off are identical. Elsewhere that you
discuss the trading price or market price of HCWC, indicate that its pre-spin-off quotation
on OTC Pink is $0.0001.
            Please contact Suying Li at 202-551-3335 or Joel Parker at 202-551-3651 if you have
questions regarding comments on the financial statements and related matters. Please contact
Scott Anderegg at 202-551-3342 or Erin Jaskot at 202-551-3442 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

CORRESP
1
filename1.htm

    June
    25, 2024
    Martin
    T. Schrier

    Direct
    Phone 305-704-5954

    VIA
    EDGAR
    Direct
    Fax 786-220-0209

    mschrier@cozen.com

United
States Securities and Exchange Commission

100
F. Street, N.E.

Washington,
D.C. 20549

    Attention:

    Scott
    Anderegg

    Erin
    Jaskot

    Re:
    Healthy
    Choice Wellness Corp.

    Amendment
    No. 4 to Registration Statement on Form S-1

    Response
    dated May 24, 2024

    File
    No. 333-274435

Dear
Mr. Anderegg and Ms. Jaskot:

On
behalf of our client, Healthy Choice Wellness Corp., a Delaware corporation (the “Company” or “HCWC”), we are
hereby submitting to the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) this
letter setting forth the Company’s response to the comment contained in the Staff’s letter dated June 21, 2024 regarding
the Company’s Amendment No. 4 to registration statement on Form S-1 submitted to the Commission on May 24, 2024 (the “Registration
Statement”).

This
letter is being filed with the Commission with Amendment No. 5 to the Registration Statement (“Amendment No. 5”).

The
Staff’s comments are repeated below and are followed by the Company’s response in bold. Capitalized terms used but not otherwise
defined herein have the meanings set forth in Amendment No. 4.

Prospectus
Cover Page, page ii

  1.
  You state that prior to this offering, HCMC completed the spin-off
of HCWC to the HCMC shareholders. However, we note that disclosure elsewhere indicates that the spin-off is conditioned upon the successful
completion of the offering. Please revise to explain the relationship between the offering and the spin-off.

RESPONSE:
The Company acknowledges the Staff’s comment and the disclosure on the cover page of Amendment No. 5 has been revised to clarify
that the spin-off will not occur if the Company does not successfully (1) complete the offering of $4 million in Class A common stock
(the “Offering”) and (2) list the Class A common stock on the NYSE American exchange, which is in part conditioned upon completion
of the Offering.

    200 South Biscayne Boulevard 30th Floor, Miami, FL 33131

305.704.5940 800.215.2137 305.704.5955 Fax cozen.com

Condensed
Consolidated Carve-Out Statements of Cash Flows, page F-5

  2.
  Your disclosures in Note 15, Related Party Transactions, on
pages F-20 and F-44 state that the due from related party balance as of each reporting date represents net receivable balance from HCMC.
Tell us your basis to present the change in due from related party balance within operating activities rather than financing activities.
This comment also applies to your consolidated carve-out statements of cash flows presented on page F-26.

RESPONSE:
The Company acknowledges the Staff’s comment. The amounts in the due from related party represents amounts used to fund operating
activities or were operating cost paid by HCMC on behalf of HCWC. Because the referenced change in due from a related party balance is
significant and has a material impact on the operating cash flow, management of the Company believes that presenting it within operating
activities can provide a clearer picture of the Company’s core business performance. Furthermore, management believes this is especially
important because the financing activities section is relatively brief. Management believes including changes in due from related
parties within operating activities enhances transparency in its financial statements.

Page
2 General

  3.
  In your Form S-1 (File No. 333-275209) you revised your disclosure
to provide a more robust risk factor quantifying the potential dilution that could occur to public stockholders following the conversion
of the Series A Convertible Preferred and the Class B common stock. Please provide similar disclosure in this filing.

RESPONSE:
The Company acknowledges the Staff’s comment and the referenced risk factor regarding dilution has been included on page 13 of
Amendment No. 5.

  4.
  It appears that you have entered into a commitment letter with
Hal Mintz, the manager of Sabby Management, LLC. Please revise your disclosure on page Alt-3 where you state that aside from the Series
A Preferred Obligation, none of the Selling Stockholders have had any material relationship with you in the past three years.

RESPONSE:
The Company acknowledges the Staff’s comment. Disclosure has been added on page Alt-3 of Amendment No. 5 to reference the debt
facility entered into between the Company and Hal Mintz, the manager of the manager (Sabby Management, LLC) of a Selling Stockholder.

Thank
you for your prompt attention to the Company’s response to the Staff’s comments to the Registration Statement. If you have
any questions or comments regarding these responses or if you require any additional information, please feel free to contact me at 305.401.4199.

    Sincerely,

    /s/
    Martin T. Schrier

    Martin T. Schrier

    cc:

    John
    Ollet

CORRESP
1
filename1.htm

    June
    25, 2024
    Martin
                                            T. Schrier

    Direct
    Phone 305-704-5954

    Direct
    Fax 786-220-0209

    mschrier@cozen.com

VIA
EDGAR

United
States Securities and Exchange Commission

100
F. Street, N.E.

Washington,
D.C. 20549

Attention:
Scott Anderegg

Erin
Jaskot

    Re:

    Healthy
    Choice Wellness Corp.

    Registration
    Statement on Form S-1

    Filed
    May 24, 2024

    File
    No. 333-275209

Dear
Mr. Anderegg and Ms. Jaskot:

On
behalf of our client, Healthy Choice Wellness Corp., a Delaware corporation (the “Company” or “HCWC”),
we are hereby submitting to the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”)
this letter setting forth the Company’s response to the comment contained in the Staff’s letter dated June 21, 2024 regarding
the Company’s registration statement on Form S-1 submitted to the Commission on May 24, 2024 (the “Registration Statement”).

This
letter is being filed with the Commission with Amendment No. 4 to the Registration Statement (“Amendment No. 4”).

The
Staff’s comments are repeated below and is followed by the Company’s response in bold. Capitalized terms used but not otherwise
defined herein have the meanings set forth in Amendment No. 4.

Questions
and Answers About the Spin-Off, page 2

1. Please
                                            revise to include relevant Q&As explaining the mechanics and interaction between the
                                            spin-off and the Offering, including what will happen if the offering does not meet listing
                                            standards or does not price at a value that will support listing, and what you will do if
                                            you are unable to complete the offering and how you will unwind the distribution.

RESPONSE:
The Company acknowledges the Staff’s comment and the disclosure on page 5 of Amendment No. 4 has been revised to include an additional
“Question & Answer”. This additional disclosure clarifies the mechanics and interaction between the Spin-Off and the
Offering. This disclosure includes information on (1) what will happen if the offering does not meet listing standards of the NYSE American
exchange or the offering does not price at a value that will support such listing, and (2) what the Company will do if it is unable to
complete the offering and how the Company will terminate the Distribution.

Listing
and Trading of the Class A common stock, page 62

2. Please
                                            revise your disclosure in this section to remove the statement that HCWC meets certain NYSE
                                            American listing standards, and clarify that these are the standards HCWC will have to meet
                                            to successfully list on this exchange.

RESPONSE:
The Company acknowledges the Staff’s comment and the disclosure on page 62 of Amendment No. 4 has been revised to clarify the certain
NYSE American listing standards that the Company will need to meet in order to have its Class A common stock approved for listing.

Page
2 General

3. We
                                            note your revisions in response to our prior comment 8. However, we note that in multiple
                                            places throughout, including on the prospectus cover page, you do not clearly state that
                                            the NYSE American exchange listing relates to your public offering and not the distribution.
                                            In each place that you discuss conditions to completion of the spin-off, please make clear
                                            that the NYSE American exchange listing relates only to your public offering, and the spin-off
                                            will not occur if you do not successfully list on the NYSE American exchange in connection
                                            with the offering.

RESPONSE:
The Company acknowledges the Staff’s comment and the disclosure throughout Amendment No. 4 has been revised to clarify that (1)
the NYSE American exchange listing relates to the offering and not the Distribution and (2) the spin-off will not occur if the Company
does not successfully list on the NYSE American exchange in connection with the offering.

Thank
you for your prompt attention to the Company’s response to the Staff’s comments to the Registration Statement. If you have
any questions or comments regarding these responses or if you require any additional information, please feel free to contact me at 305.401.4199.

Sincerely,

    /s/
    Martin T. Schrier

    Martin
    T. Schrier

    cc:
    John
    Ollet

United States securities and exchange commission logo
June 21, 2024
Jeffrey Holman
Chief Executive Officer
Healthy Choice Wellness Corp.
3800 North 28th Way
Hollywood, FL 33020
Re:Healthy Choice Wellness Corp.
Amendment No. 4 to Registration Statement on Form S-1
Filed May 24, 2024
File No. 333-274435
Dear Jeffrey Holman:
            We have reviewed your amended registration statement and have the following
comment(s).
            Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies to your facts and circumstances
or do not believe an amendment is appropriate, please tell us why in your response.
            After reviewing any amendment to your registration statement and the information you
provide in response to this letter, we may have additional comments. Unless we note otherwise,
any references to prior comments are to comments in our March 11, 2024 letter.
Amendment No. 4 to Registration Statement on Form S-1 filed May 24, 2024
Prospectus Cover Page, page ii
1.You state that prior to this offering, HCMC completed the spin-off of HCWC to the
HCMC shareholders. However, we note that disclosure elsewhere indicates that the spin-
off is conditioned upon the successful completion of the offering. Please revise to explain
the relationship between the offering and the spin-off.
Condensed Consolidated Carve-Out Statements of Cash Flows, page F-5
2.Your disclosures in Note 15, Related Party Transactions, on pages F-20 and F-44 state
that the due from related party balance as of each reporting date represents net receivable
balance from HCMC. Tell us your basis to present the change in due from related party
balance within operating activities rather than financing activities. This comment also
applies to your consolidated carve-out statements of cash flows presented on page F-26.

 FirstName LastNameJeffrey Holman
 Comapany NameHealthy Choice Wellness Corp.
 June 21, 2024 Page 2
 FirstName LastName
Jeffrey Holman
Healthy Choice Wellness Corp.
June 21, 2024
Page 2
General
3.In your Form S-1 (File No. 333-275209) you revised your disclosure to provide a more
robust risk factor quantifying the potential dilution that could occur to public stockholders
following the conversion of the Series A Convertible Preferred and the Class B common
stock. Please provide similar disclosure in this filing.
4.It appears that you have entered into a commitment letter with Hal Mintz, the manager of
Sabby Management, LLC.  Please revise your disclosure on page Alt-3 where you
state that aside from the Series A Preferred Obligation, none of the Selling Stockholders
have had any material relationship with you in the past three years.
            Please contact Suying Li at 202-551-3335 or Joel Parker at 202-551-3651 if you have
questions regarding comments on the financial statements and related matters. Please contact
Scott Anderegg at 202-551-3342 or Erin Jaskot at 202-551-3442 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

CORRESP
1
filename1.htm

    May
    24, 2024

    Martin
                                            T. Schrier

    Direct
                                            Phone 305-704-5954

    VIA
                                            EDGAR

    Direct
                                            Fax      786-220-0209

    mschrier@cozen.com

United
States Securities and Exchange Commission

100
F. Street, N.E.

Washington,
D.C. 20549

    Attention:
    Scott
                                            Anderegg

    Erin
                                            Jaskot

    Re:
    Healthy
    Choice Wellness Corp.

    Amendment
    No. 3 to Registration Statement on Form S-1

    Response
    dated April 17, 2024

    File
    No. 333-274435

Dear
Mr. Anderegg and Ms. Jaskot:

On
behalf of our client, Healthy Choice Wellness Corp., a Delaware corporation (the “Company” or “HCWC”), we are
hereby submitting to the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) this
letter setting forth the Company’s response to the comment contained in the Staff’s letter dated May 15, 2024 regarding the
Company’s Amendment No. 3 to registration statement on Form S-1 submitted to the Commission on February 13, 2024 (the “Registration
Statement”).

This
letter is being filed with the Commission with Amendment No. 4 to the Registration Statement (“Amendment No. 4”).

The
Staff’s comments are repeated below and are followed by the Company’s response in bold. Capitalized terms used but not otherwise
defined herein have the meanings set forth in Amendment No. 4.

Written
Response Submitted on April 17, 2024

General

1. You
                                            disclose on page 12 of your amended Form S-1 filed on February 14, 2024 that UNFI is your
                                            primary supplier, however we note that for the year ended September 30, 2022 approximately
                                            54% of purchases were made with Albert’s Organics. Please revise your risk factor to
                                            address any risks relating to your relationship with Albert’s Organics. Please also
                                            disclose the material terms of your agreements with UNFI and Albert’s Organics, and
                                            file the agreements as exhibits to the registration statement.

RESPONSE:
The Company acknowledges the Staff’s comment. Albert’s Organics, Inc. (“Albert’s”) is a subsidiary of UNFI
and the Company’s purchases from Albert’s are combined with its purchases from UNFI in the Company’s disclosures in
Amendment No. 4 on pages 7 and 20. The sole reference made specifically to Albert’s appears in Note 4 of the Green’s Natural
Food (“Green’s”) unaudited financial statements and is related to Albert’s comprising 54% of Green’s purchases
for the nine-month period ended September 30, 2022.

200
South Biscayne Boulevard 30th Floor, Miami, FL 33131

305.704.5940           800.215.2137            305.704.5955 Fax            cozen.com

On
page 7 of Amendment No. 4, the Company clarifies that Albert’s is a subsidiary of UNFI. Additional disclosure has been added on
page 7 in Amendment No. 4 stating the consolidated Company’s total purchases from UNFI and entities controlled by UNFI (including
Albert’s) were (1) for the three months ended March 31, 2024 and 2023, approximately 37% and 43%, respectively, and (2) for the
twelve months ended December 31, 2023 and 2022, approximately 41% and 36%, respectively.

The
Company has disclosed the material terms of its agreements with UNFI on page 20 of the Amendment No. 4 and has filed the agreement with
UNFI (together with an amendment) as Exhibits 10.13 and 10.14 to Amendment No. 4.

2. It
                                            appears that the shares being registered for resale have not been issued and are underlying
                                            convertible securities that also may not have been issued. In particular, it appears that
                                            the shares registered for resale by Sabby Volatility Warrant Master Fund, Ltd. are underlying
                                            unissued Series A Preferred Stock. In addition, according to the amended Form 8-K filed by
                                            HCMC on April 11, 2024, you also intend to register the resale of shares underlying Bridge
                                            Warrants, and it’s unclear if you have already issued the Bridge Warrants. For each
                                            category of shares being registered for resale (the Sabby Volatility shares, the Anson Investments
                                            shares, and the shares underlying the Bridge Warrants), please provide a detailed legal analysis
                                            explaining why you believe it is appropriate to register the resale of these shares at this
                                            time. For guidance, please refer to Question 139.11 of the Compliance and Disclosure Interpretations
                                            for Securities Act Sections.

RESPONSE:
The Company acknowledges the Staff’s comment. The Company will only be registering for resale the shares of common stock underlying
the Bridge Warrants. The Bridge Warrants were issued on April 8, 2024 and remain outstanding. The Series A Preferred Stock has not been
issued and the Company will not be registering any common stock underlying those securities pursuant to the Registration Statement.

3. Revise
                                            your selling stockholder table in your registration statement to indicate whether the shares
                                            being registered for resale are underlying other securities and whether, and if so when,
                                            those securities were issued to the selling stockholders. Please also provide a materially
                                            complete description of the transaction in which the selling stockholders received the shares,
                                            including the date of the agreement(s) and material terms of the agreement(s). Please also
                                            file the agreements relating to these issuances as exhibits to the current registration statement.
                                            We note, for example, that the agreements to purchase the Series A Preferred Stock are filed
                                            with Healthier Choices Management Corp.’s Exchange Act filings.

RESPONSE:
The Company acknowledges the Staff’s comment. The Company has revised the selling stockholder table on page Alt-4 to indicate the
shares of common stock being registered for resale are underlying the Bridge Warrants. These Bridge Warrants were issued to the selling
stockholders on April 8, 2024. Disclosure has been added on page Alt -1 of Amendment No. 4 to describe the agreements related to the
Bridge Warrants. The Company has filed the form of Bridge Warrant and related agreements as Exhibits 10.10, 10.11, 10.15 and 10.16 to
Amendment No. 4.

4. We
                                            note your response to prior comment 4 and partially reissue such comment. Please tell us
                                            how you have reflected the deductions of underwriting discounts and commissions and estimated
                                            expenses of the offering in your capitalization table.

RESPONSE:
The Company acknowledges the Staff’s comment and provides the following explanation of how the underwriting discounts and commissions
and estimated expenses of the offering were reflected in the capitalization table. The Company will issue and sell 400,000 shares of
common stock in the offering at an assumed offering price of $10.00 per share, net of commissions, underwriting discounts and offering
expenses. Offering costs consist principally of professional and registration fees related to the offering incurred or expected to be
incurred that are related to the offering. The Company expects to incur total costs amounting to approximately $2,000,000 as a result
of the offering (consisting of $320,000 underwriting fees and $1,680,000 of other offering costs). Pursuant to a written
agreement between the parties, HCMC will pay for the aggregate offering costs. The Company will reimburse HCMC for the aggregate offering
costs by issuing 200,000 shares of HCWC Class A common stock (presuming a $10.00 per share IPO offering price) to HCMC. Accordingly,
the recording of the offering costs and the issuance of the common stock have no net effect on the Company’s equity.

Thank
you for your prompt attention to the Company’s response to the Staff’s comments to the Registration Statement. If you have
any questions or comments regarding these responses or if you require any additional information, please feel free to contact me at 305.401.4199.

    Sincerely,

    /s/
    Martin T. Schrier

    Martin
    T. Schrier

    cc:
    John
    Ollet

United States securities and exchange commission logo
May 15, 2024
Jeffrey Holman
Chief Executive Officer
Healthy Choice Wellness Corp.
3800 North 28th Way
Hollywood, FL 33020
Re:Healthy Choice Wellness Corp.
Amendment No. 3 to Registration Statement on Form S-1
Response dated April 17, 2024
File No. 333-274435
Dear Jeffrey Holman:
            We have reviewed your written response and have the following comments.
            Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies to your facts and circumstances
or do not believe an amendment is appropriate, please tell us why in your response.
            After reviewing any amendment to your registration statement and the information you
provide in response to this letter, we may have additional comments. Unless we note otherwise,
any references to prior comments are to comments in our March 11, 2024  letter.
Written Response Submitted on April 17, 2024
General
1.You disclose on page 12 of your amended Form S-1 filed on February 14, 2024 that UNFI
is your primary supplier, however we note that for the year ended September 30, 2022
approximately 54% of purchases were made with Albert's Organics. Please revise your
risk factor to address any risks relating to your relationship with Albert's Organics. Please
also disclose the material terms of your agreements with UNFI and Albert's Organics, and
file the agreements as exhibits to the registration statement.
2.It appears that the shares being registered for resale have not been issued and are
underlying convertible securities that also may not have been issued. In particular, it
appears that the shares registered for resale by Sabby Volatility Warrant Master Fund, Ltd.
are underlying unissued Series A Preferred Stock. In addition, according to the amended
Form 8-K filed by HCMC on April 11, 2024, you also intend to register the resale of
shares underlying Bridge Warrants, and it’s unclear if you have already issued the Bridge

 FirstName LastNameJeffrey Holman
 Comapany NameHealthy Choice Wellness Corp.
 May 15, 2024 Page 2
 FirstName LastName
Jeffrey Holman
Healthy Choice Wellness Corp.
May 15, 2024
Page 2
Warrants. For each category of shares being registered for resale (the Sabby Volatility
shares, the Anson Investments shares, and the shares underlying the Bridge Warrants),
please provide a detailed legal analysis explaining why you believe it is appropriate to
register the resale of these shares at this time. For guidance, please refer to Question
139.11 of the Compliance and Disclosure Interpretations for Securities Act Sections.
3.Revise your selling stockholder table in your registration statement to indicate whether the
shares being registered for resale are underlying other securities and whether, and if
so when, those securities were issued to the selling stockholders. Please also provide a
materially complete description of the transaction in which the selling stockholders
received the shares, including the date of the agreement(s) and material terms of the
agreement(s). Please also file the agreements relating to these issuances as exhibits to the
current registration statement. We note, for example, that the agreements to purchase the
Series A Preferred Stock are filed with Healthier Choices Management Corp.’s Exchange
Act filings.
4.We note your response to prior comment 4 and partially reissue such comment. Please tell
us how you have reflected the deductions of underwriting discounts and commissions and
estimated expenses of the offering in your capitalization table.
            Please contact Suying Li at 202-551-3335 or Joel Parker at 202-551-3651 if you have
questions regarding comments on the financial statements and related matters. Please contact
Scott Anderegg at 202-551-3342 or Erin Jaskot at 202-551-3442 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

CORRESP
1
filename1.htm

    April
    17, 2024
    Martin
    T. Schrier

    Direct
    Phone 305-704-5954

    VIA
    EDGAR
    Direct
    Fax 786-220-0209

    mschrier@cozen.com

United
States Securities and Exchange Commission

100
F. Street, N.E.

Washington,
D.C. 20549

  Attention:
  Scott Anderegg

  Erin Jaskot

Re: Healthy
                                            Choice Wellness Corp.

Amendment
No. 3 to Registration Statement on Form S-1 Filed

February
13, 2024

File
No. 333-274435

Dear
Mr. Anderegg and Ms. Jaskot:

On
behalf of our client, Healthy Choice Wellness Corp., a Delaware corporation (the “Company” or “HCWC”), we are
hereby submitting to the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) this
letter setting forth the Company’s response to the comment contained in the Staff’s letter dated March 11, 2024 regarding
the Company’s Amendment No. 3 to registration statement on Form S-1 submitted to the Commission on February 13, 2024 (the “Registration
Statement”).

This
letter is being filed with the Commission prior to filing Amendment No. 4 to the Registration Statement (“Amendment No. 4”).

The
Staff’s comments are repeated below and are followed by the Company’s response in bold.

Cover
Page

1. Please
                                            disclose on the primary offering cover page that the offering is contingent upon approval
                                            and listing of your Class A common stock on the NYSE American. Please revise your disclosure
                                            on page 26 where you state that without such approval you “do not expect” to
                                            proceed with the offering to clearly state that without such approval you will not proceed
                                            with the offering.

RESPONSE:
The Company acknowledges the Staff’s comment and we will include disclosure in Amendment No. 4 to clarify that the Company will
not proceed with the offering without approval to list its Class A common stock on the NYSE American exchange or other national securities
exchange.

200 South Biscayne Boulevard 30th Floor, Miami, FL 33131

305.704.5940         800.215.2137         305.704.5955 Fax       cozen.com

United
States Securities and Exchange Commission

April 17, 2024

Page
2

Financing,
page 25

2. You
                                            disclose that pursuant to the Securities Purchase Agreement dated January 18, 2024, institutional
                                            investors have agreed to acquire $1,700,000 of Class A stock in the initial public offering.
                                            Please tell us the terms under which the investors will acquire such shares. Please also
                                            explain how this agreement to purchase in the IPO complies with Section 5 of the Securities
                                            Act.

RESPONSE:
The Company acknowledges the Staff’s comment. Because we have amended the Securities Purchase Agreement related to this transaction,
this comment is no longer applicable. Pursuant to this amendment, these institutional investors will not be required to acquire Class
A common stock in connection with the IPO.

Capitalization,
page 27

3. Please
                                            tell us your consideration of giving effect to the issuance of $1.9 million promissory notes
                                            to the institutional investors on January 18, 2024 in the pro forma column.

RESPONSE:
The Company acknowledges the Staff’s comment and wishes to clarify that the issuance of $1.9 million of promissory notes to the
institutional investors is reflected in the “Transaction Adjustment” column in the capitalization table (Item C), which is
comprised of the following:

    ●
    IPO
    Proceeds $4,000,000

    ●
    Proceeds
    from promissory notes to the institutional investors $1,700,000

    ●
    Repayment
    of promissory notes to the institutional investors $1,888,889

4. Please
                                            provide us with your calculations that support the transaction adjustments to cash and cash
                                            equivalents and additional paid-in-capital. In this regard, please tell us how you have reflected
                                            the issuance of 188,889 shares of Class A common stock at an assumed offering price of $10
                                            per share, and the deductions of underwriting discounts and commissions and estimated expenses
                                            of the offering in your adjustments. This comment also applies to the footnote 4c to your
                                            unaudited pro forma condensed combined balance sheet on page 32.

RESPONSE: The Company acknowledges the
Staff’s comment and provides the details below that support the transaction adjustments to cash, cash equivalents and additional
paid-in-capital. Please note the below table accounts for the change in the transaction which no longer reflects the issuance
of the 188,889 shares of Class A common stock (Bridge Shares).

United
States Securities and Exchange Commission

April 17, 2024

Page
3

5. Please
                                            remove the underwriter’s over-allotment from the capitalization table, dilution calculation
                                            and pro formas.

RESPONSE:
The Company acknowledges the Staff’s comment and has removed the underwriter’s over-allotment from the capitalization table,
dilution calculation and pro forma carve-out financial information.

Dilution,
page 28

6. Please
                                            provide us with your calculation of the negative “Total Tangible Book Value/Consideration”
                                            associated with the shares purchased by “Note holders and underwriter upon IPO.”
                                            Please tell us how you have reflected the cash proceeds from the issuance of these shares
                                            in your calculation.

RESPONSE:
The Company acknowledges the Staff’s comment and has clarified the calculation of the negative “Total Tangible Book Value/Consideration”
associated with the shares purchased by “Note holders and underwriter upon IPO” as follows:

Exhibits

7. In
                                            the consent filed by Newbridge Securities Corporation filed as Exhibit 23.3, please revise
                                            the consent to include Newbridge’s consent to file the valuation report as an exhibit
                                            to the registration statement.

RESPONSE:
The Company acknowledges the Staff’s comment and the consent of Newbridge Securities Corporation to be filed as Exhibit 23.3 will
be revised to include Newbridge’s consent to file the valuation report as an exhibit to Amendment No. 4.

General

8. Please
                                            revise the resale prospectus cover page to indicate the price(s) at which the selling shareholders
                                            will offer the shares, such as at prevailing market prices or privately negotiated prices,
                                            to the extent accurate. Please also revise the disclosure stating that your shares have been
                                            approved for listing under the NYSE American exchange and indicate that you have applied
                                            for listing. Please disclose, to the extent accurate, that the resale offering is contingent
                                            on listing approval.

RESPONSE:
The Company acknowledges the Staff’s comment and we will revise the prospectus cover page of the S-1 to (a) indicate the
prices at which the selling stockholders will be selling the Class A common stock and (b) state the resale offering is contingent
upon approval of the NYSE American exchange for the listing of the Class A common stock.

United
States Securities and Exchange Commission

April 17, 2024

Page
4

9. Please
                                            provide your analysis as to how you determined there was a completed private placement for
                                            the 188,889 shares registered for resale. It appears that the company has not yet issued
                                            these shares, but instead these are the “Bridge Shares” the company will issue
                                            on the date of pricing of the IPO, and the number of shares issued will depend on the IPO
                                            price. In your analysis please consider the guidance set forth in Questions 134.01 and 139.06
                                            of the Securities Act Sections Compliance and Disclosure Interpretations. Please also revise
                                            the disclosure to describe the transaction in which the selling shareholders received, or
                                            will receive, the shares and the terms of the transaction.

RESPONSE:
The Company acknowledges the Staff’s comment. Because we have amended the Securities Purchase Agreement related to this transaction,
this comment is no longer applicable. Pursuant to the amendment, the “Bridge Shares” will no longer be issued. In lieu of
the Bridge Shares, the Company will issue common stock purchase warrants (the “Bridge Warrants”) to purchase 188,889 shares
of Class A common stock, with such number of shares being subject to adjustment based on the price of the Class A common stock
in the initial public offering.

10. Please
                                            provide the details of Sabby Volatility Warrant Fund’s commitment to purchase $10 million
                                            in Series A stock, which you reference on page Alt-3, including the date of the agreement
                                            to purchase and the terms of the agreement including when Sabby will purchase such shares.
                                            Please file a copy of any agreement relating to this commitment as an exhibit to the registration
                                            statement.

RESPONSE:
The Company acknowledges the Staff’s comment. The Sabby Volatility Fund (the “Fund”) previously acquired Series E Preferred
Stock of Healthier Choices Management Corp. As part of that transaction, the Fund agreed to acquire approximately $10 million
of HCWC’s Series A Convertible Preferred Stock (the “Series A Share”), subject to certain conditions. This agreement
to purchase the Series A Shares is included in the HCMC Securities Purchase Agreement, dated August 18, 2023, as amended.

11. We
                                            note that the amount of shares being registered for resale (188,889) assumes an offering
                                            price of $10 per share. Please confirm that in the event the offering price changes and the
                                            number of shares you issue is in excess of 188,889, you will file a new registration statement
                                            to register the additional shares. For guidance, please see Question 213.02 of the Securities
                                            Act Rules Compliance and Disclosure Interpretations.

RESPONSE:
The Company acknowledges the Staff’s comment. Because we have amended the Securities Purchase Agreement related to this transaction,
this comment is no longer applicable. However, similar circumstances will arise in connection with the shares of Class A common stock
issuable upon conversion of the Bridge Warrants. If additional shares of Class A common stock need to be issued pursuant to the Bridge
Warrant, we will file a new registration statement to register these additional shares.

12. Please
                                            have the principal executive officer, principal financial officer, controller or principal
                                            accounting officer and at least a majority of the board of directors sign the registration
                                            statement. See Instruction 1 to Signatures on Form S-1.

RESPONSE:
The Company acknowledges the Staff’s comment and the signatures of the principal executive officer and directors comprising a majority
of the board of directors will be added to S-1.

13. Please
                                            address any comments issued in our comment letter dated March 11, 2024 for the Form S-1 (File
                                            No. 333-275209) to the extent applicable to this registration statement.

RESPONSE:
We will address all comments to Form S-1 (File No. 333-275209) in Amendment No. 4.

United
States Securities and Exchange Commission

April 17, 2024

Page
5

14. You
                                            state in response to prior comment three that you and the underwriter expect to engage in
                                            “test the water” meetings. Please provide us with supplemental copies of all
                                            written communications, as defined in Rule 405 under the Securities Act, that you, or anyone
                                            authorized to do so on your behalf, have presented or expect to present to potential investors
                                            in reliance on Section 5(d) of the Securities Act, whether or not you retained, or intend
                                            to retain, copies of those communications. Please contact the staff member associated with
                                            the review of this filing to discuss how to submit the materials, if any, to us for our review.

RESPONSE:
The Company acknowledges the Staff’s comment. The Company has confirmed that the underwriter has not had any “test the waters”
meetings to date. In addition, the underwriter has not finalized any written communications for potential investors. Any such communications
will be provided to the Commission once finalized.

Thank
you for your prompt attention to the Company’s response to the Staff’s comments to the Registration Statement. If you have
any questions or comments regarding these responses or if you require any additional information, please feel free to contact me at 305.401.4199.

Sincerely,

  /s/
  Martin T. Schrier

  Martin T. Schrier

  cc:
  John Ollet

CORRESP
1
filename1.htm

    April
                                            17, 2024

    Martin
                                            T. Schrier

    Direct
    Phone 305-704-5954

    VIA EDGAR

    Direct
    Fax 786-220-0209

    mschrier@cozen.com

United
States Securities and Exchange Commission

100
F. Street, N.E.

Washington,
D.C. 20549

  Attention:
  Scott Anderegg

  Erin Jaskot

  Re:
  Healthy Choice Wellness Corp.

Amendment
No. 2 to Registration Statement on Form S-1 Filed

  February 13, 2023

  File No. 333-275209

Dear
Mr. Anderegg and Ms. Jaskot:

On
behalf of our client, Healthy Choice Wellness Corp., a Delaware corporation (the “Company” or “HCWC”), we are
hereby submitting to the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) this
letter setting forth the Company’s response to the comment contained in the Staff’s letter dated March 11, 2024 regarding
the Company’s Amendment No. 2 to registration statement on Form S-1 submitted to the Commission on February 13, 2024 (the “Registration
Statement”).

This
letter is being filed with the Commission prior to Amendment No. 3 to the Registration Statement (“Amendment No. 3”).

The
Staff’s comments are repeated below and are followed by the Company’s response in bold.

An
active, liquid, and orderly market..., page 20

1. Please
                                            revise this risk factor to discuss the initial public offering,

RESPONSE:
The Company acknowledges the Staff’s comment and this risk factor will be revised to discuss the initial public offering.

    LEGAL\69107008\3200
        South Biscayne Boulevard 30th Floor, Miami, FL 33131

    305.704.5940
    800.215.2137 305.704.5955 Fax cozen.com

    United States Securities and Exchange Commission

April 17, 2024

Page 2

The
conversion of our Series A Convertible Preferred...

The
automatic conversion of our Class B, page 20

2. Please
                                            revise each of these risk factors to quantify the potential dilution that could occur to
                                            public shareholders following the conversion of the Series A Convertible Preferred and the
                                            Class B common stock. Please include enough information so that potential investors can fully
                                            appreciate the impact of the dilutive events.

RESPONSE:
The Company acknowledges the Staff’s comment. These risk factors will be revised to quantify the dilution to HCWC stockholders
following the conversion of the Series A Convertible Preferred Stock (the “Series A Shares”), exercise of certain common
stock purchase warrants (the “Bridge Warrants”) and the conversion of the Class B common stock. Assuming a $10 conversion
price,  1,325,000 shares of Class A common stock will be issuable upon conversion of the Series A Shares. Based on the $0.01 exercise
price, 188,889 shares of Class A common stock will be issuable upon full exercise of the Bridge Warrants. Upon automatic conversion
of the Class B common stock, 7,520,000 shares of Class A common stock will be issued.

Financing,
page 32

3. The
                                            conversion price for the Series A Preferred Stock does not appear consistent with the conversion
                                            price in the Certificate of Designation of Preferences, Rights and Limitations of Series
                                            A Convertible Preferred Stock filed as an exhibit to the registration statement. Please advise
                                            and revise as necessary.

RESPONSE:
The Company acknowledges the Staff’s comment and we will revise the disclosure to clarify the conversion price. The initial conversion
price (the “Conversion Price”) for the Series A Shares will be the 5-day volume weighted average price (“VWAP”)
measured using the 5 trading days preceding the purchase of the Series A Shares. On the 40th calendar day (the “Reset Date”)
after the sale of the Series A Shares, the Conversion Price will be reset in the event the closing price of the Class A common
stock on such date is less than the initial conversion price. The reset Conversion Price is equal to the lower of (i) 90% of the
average of the VWAP determined on the Reset Date and (ii) if the registration statement (registering the shares issuable upon conversion
of the Series A Shares) is declared effective by the SEC after the Reset Date, 90% of the average of the VWAP during 3 trading
days immediately following the date such registration statement is declared effective by the Commission; provided, however,
in no instance will the Reset Price be less than 30% of the Conversion Price.

4. You
                                            disclose that the holders of HCMC Series E Preferred Stock are contractually required to
                                            purchase the HCWC Series A Preferred Stock in the same dollar amounts as they invested in
                                            the HCMC Series E Preferred Stock regardless of whether or not such HCMC Series E Preferred
                                            Stock has been converted into HCMC common stock. Please confirm that the holders of Series
                                            E Preferred stock who have redeemed their shares continue to be contractually required to
                                            purchase the HCWC Series A Preferred Stock. According to the Form 8-K/A filed by HCMC on
                                            February 23, 2024, 12,026 shares of Series E preferred have been redeemed for total redemption
                                            payments of $12,004,000.

RESPONSE:
The Company acknowledges the Staff’s comment. The purchasers of the HCMC Series E Preferred Stock will continue to have the same
original commitment to purchase $13.25 million of Series A Shares regardless of whether or not their HCMC Series E Stock has been redeemed.

    United States Securities and Exchange Commission

April 17, 2024

Page 3

Listing
of the Class A common stock, page 33

5. Given
                                            that your application for listing on the NYSE American exchange is pending, and that the
                                            application relates to your initial public offering instead of the spin-off, please remove
                                            the disclosure implying that you currently meet the NYSE American listing standards, including
                                            the market capitalization, public float, and minimum share price requirements.

RESPONSE:
The Company acknowledges the Staff’s comment and this disclosure regarding satisfaction of the NYSE American Exchange listing standards
will be removed.

Executive
Compensation, page 47

6. We
                                            note that in response to prior comment two you have added a summary compensation table indicating
                                            that the named executive officers did not receive any compensation in the past two fiscal
                                            years. Our prior comment asked you to consider the guidance contained in Regulation S-K Compliance
                                            and Disclosure Interpretation 217.01, which notes that in certain circumstances disclosure
                                            of the compensation to the named executive officers paid by the parent company should be
                                            disclosed. Please revise your disclosure to provide historical compensation disclosure or,
                                            in the alternative, please tell us why you do not believe you are required to do so. Please
                                            also include the rest of the disclosure required by Item 402 of Regulation S-K, as applicable
                                            to the company.

RESPONSE:
The Company acknowledges the Staff’s comment. We will include the summary compensation information for the current executives
at HCMC. We will also include narrative information on the allocation of salaries of HCMC’s named executive officers
between HCMC and HCWC.

General

7. Please
                                            revise throughout to ensure consistency and accuracy in your disclosure. As one example,
                                            we note on page 62 that you say that no trading in Class A common stock will occur on a “when-issued”
                                            basis, while you continue to reference “when-issued” trading on pages 7, 19 and
                                            62. Similarly, the risk factor on page 19 says that you will negotiate agreements with HCMC
                                            related to the separation, when such agreements have already been negotiated and entered
                                            into. These are just examples.

RESPONSE:
The Company acknowledges the Staff’s comment and the disclosure in Amendment No. 3 will be revised throughout for consistency.

    United States Securities and Exchange Commission

April 17, 2024

Page 4

8. We
                                            note that in response to our prior comment four you have revised throughout to say that the
                                            consummation of the distribution is conditioned on the Class A common stock being approved
                                            for listing on the NYSE American exchange. However, it is our understanding that you are
                                            not seeking listing approval in connection with the spin-off, but instead in connection with
                                            your contemplated public offering. Please revise throughout to indicate that the condition
                                            that you receive listing approval depends on the successful completion of your public offering.
                                            Explain that the offering will be conducted simultaneously with the spin-off and disclose
                                            the mechanics and interaction between the offering and spin-off. Please also describe the
                                            risk that you will not receive approval for listing in connection with your public offering.
                                            For example, disclose, if accurate, that the offering may not meet listing standards or may
                                            not price at a value that will support listing. Disclose what will occur if the distribution
                                            is in process and you are unable to complete the offering and/or the NYSE American exchange
                                            does not approve your listing application in connection with the offering, including how
                                            you will unwind the distribution, if necessary, and any impact to HCMC holders. Please also
                                            confirm, and disclose throughout as appropriate, that the spin-off will not occur if you
                                            do not complete the offering.

RESPONSE:
The Company acknowledges the Staff’s comment and will revise throughout Amendment No. 3 to indicate that HCWC’s receipt
of listing approval is conditioned on the successful completion of our public offering. We will provide additional disclosure that (1)
outlines the mechanics of the Spin-Off and (2) explains the distribution of Class A common stock of HCWC in the Spin-Off will not proceed
until listing of the those shares on the NYSE American exchange or another national securities exchange is approved. In the event such
approval is not received, the Spin-Off will not proceed.

We
will provide disclosure with respect to the sequencing of the Spin-Off and the offering stating that

 ● the
                                            Spin-Off “distribution” will become effective and the offering will be priced
                                            on the same day.

 ● On
                                            the trading day following pricing, (1) the Class A common stock will commence trading
                                            on NYSE American exchange and settlement will occur T plus 2, (2) the record holders will
                                            be issued the HCWC common stock from the Spin-Off (the “Spin-Off Shares”) and
                                            (3) the HCWC transfer agent will also release the Spin-Off Shares to the Depository Trust
                                            Company (DTC) for further distribution to the participants and the beneficial holders.

If
the Class A common stock does not commence trading or the NYSE American exchange suspends the listing, the Spin-Off Shares will not be
issued and the HCWC transfer agent will not release the shares to DTC.

9. Please
                                            have the principal executive officer, principal financial officer, controller or principal
                                            accounting officer and at least a majority of the board of directors sign the registration
                                            statement. See Instruction 1 to Signatures on Form S-1.

RESPONSE:
The Company acknowledges the Staff’s comment and the necessary officers and directors will sign Amendment No. 3.

    United States Securities and Exchange Commission

April 17, 2024

Page 5

10. Please
                                            address any comments issued in our comment letter dated March 11, 2024 for the Form S-1 (File
                                            No. 333-274435) to the extent applicable to this registration statement.

RESPONSE:
The Company acknowledges the Staff’s comment and has addressed the comments in Amendment No. 3.

Thank
you for your prompt attention to the Company’s response to the Staff’s comments to the Registration Statement. If you have
any questions or comments regarding these responses or if you require any additional information, please feel free to contact me at 305.401.4199.

Sincerely,

  /s/
  Martin T. Schrier

  Martin T. Schrier

  cc:
  John Ollet

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

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

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

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

CORRESP
1
filename1.htm

    February
    13, 2024
    Martin
                                            T. Schrier

    Direct
    Phone 305-704-5954

    Direct
    Fax 786-220-0209

    mschrier@cozen.com

VIA
EDGAR

United
States Securities and Exchange Commission

100
F. Street, N.E.

Washington,
D.C. 20549

Attention:
Scott Anderegg

Erin
Jaskot

Re:
  Healthy Choice Wellness Corp.

Registration Statement on Form S-1

Filed December 21, 2023

File
No. 333-275209

Dear
Mr. Anderegg and Ms. Jaskot:

On
behalf of our client, Healthy Choice Wellness Corp., a Delaware corporation (the “Company” or “HCWC”),
we are hereby submitting to the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”)
this letter setting forth the Company’s response to the comment contained in the Staff’s letter dated January 18, 2024 regarding
the Company’s registration statement on Form S-1 submitted to the Commission on December 21, 2023 (the “Registration Statement”).

This
letter is being filed with the Commission with Amendment No. 2 to the Registration Statement (“Amendment No. 2”).

The
Staff’s comments are repeated below and is followed by the Company’s response in bold. Capitalized terms used but not otherwise
defined herein have the meanings set forth in Amendment No. 2.

No
market for the Common Stock currently exists..., page 19

1.
Please revise here to indicate that you intend to apply to list the Class A common stock on the NYSE American Exchange, as opposed to
the New York Stock Exchange.

RESPONSE:
The Company acknowledges the Staff’s comment and the disclosure on page 19 of Amendment No. 2 has been revised to correct this
reference to the New York Stock Exchange.

    200 South Biscayne Boulevard 30th Floor, Miami, FL 33131

305.704.5940            800.215.2137            305.704.5955 Fax            cozen.com

United
States Securities and Exchange Commission

February
13, 2024

Page
2

Executive
Compensation, page 47

2.
We note the company has not provided historical compensation information pursuant to Item 402 of Regulation S-K. Please address the absence
of this disclosure in light of the guidance contained in Regulation S-K Compliance and Disclosure Interpretation 217.01.

RESPONSE:
The Company acknowledges the Staff’s comment and has added disclosure on page 47 in tabular format in Amendment No. 2 on
historical compensation of the Company’s named executive officers.

Exclusive
Forum, page 58

3.
The disclosure on page 22 regarding your exclusive forum provision does not appear to be consistent with Article XII of your Amended
and Restated Certificate of Incorporation. As one example only, the Amended and Restated Certificate of Incorporation states that the
exclusive forum provision shall not apply to suits brought to enforce any liability or duty created by the Securities Act, the Exchange
Act or any other claim for which the federal courts have exclusive jurisdiction, but this is not specified in your disclosure. We note
other inconsistencies as well. Please revise your disclosure to reconcile it with the exclusive forum provision in your Amended and Restated
Certificate of Incorporation.

Please
also clearly disclose whether the exclusive forum provision applies to actions arising under the Exchange Act. In that regard, we note
that Section 27 of the Exchange Act creates exclusive federal jurisdiction over all suits brought to enforce any duty or liability created
by the Exchange Act or the rules and regulations thereunder. Please also remove or update your discussion of the decisions of the Court
of Chancery of the State of Delaware, as such disclosure appears to be outdated.

RESPONSE:
The Company acknowledges the Staff’s comment and additional disclosure has been included in Amendment No. 2 on pages 22 and 58
to clarify the exclusive forum provision in the Company’s Certificate of Incorporation.

General

4.
It appears that you will complete the spin-off prior to your firm commitment underwritten offering of Class A common stock, and that
the Class A common stock will not be listed on the NYSE American exchange until completion of the offering. However, your disclosure
throughout this registration statement implies that the Class A shares will be listed on the NYSE American in connection with, and at
the completion of, the spin-off. As examples only, you note on the cover that immediately after the spin-off, the company will be an
independent publicly traded company, you state throughout that you have applied to list the Class A common stock on the NYSE American
exchange (which implies that your application relates to the spin-off) and you discuss the trading price of your Class A common stock
following the spin-off. Revise your disclosure throughout to remove the suggestion that the Class A common stock will be listed following
the spin-off, and clearly state that approval of listing on the NYSE American exchange depends on completion of the offering and does
not relate to the spin-off. Also revise throughout to indicate whether the spin-off is contingent on completion and closing of the offering
and the successful listing of the Class A common stock on the NYSE American exchange in connection with the offering. We note that it
is not included in the Conditions to the Spin-Off discussed on page 63. If so, please explain what will happen with the spin-off shares
if the offering is not completed and/or the Class A common stock is not approved for listing on the NYSE American exchange.

RESPONSE:
The Company acknowledges the Staff’s comment. The Company has elected to condition the Spin-Off on the listing approval
of the Class A common stock on the NYSE American exchange and the successful completion of the offering. Disclosure has
been added in the CEO letter and on pages 62 and 63 of Amendment No. 2 to include listing on the NYSE American exchange as a condition
to the Spin-Off.

United
States Securities and Exchange Commission

February
13, 2024

Page
3

With
respect to the sequencing of the Spin-Off and the offering, the Spin-Off “distribution” will become effective and the offering
will be priced on the same day. On the following trading day, (1) the Class A common stock will commence trading on NYSE American exchange
and settlement will occur T plus 2, (2) the record holders will be issued the HCWC common stock from the Spin-Off (the “Spin-Off
Shares”) and (3) the HCWC transfer agent will also release the Spin-Off Shares to the Depository Trust Company for further distribution
to the participants and the beneficial holders.

The
Company does not foresee a scenario where both (1) Spin-Off Shares are distributed and (2) the offering is not completed
and/or the Class A common stock is not approved for listing on the NYSE American exchange.

5.
Please clearly disclose throughout that there will be no market for the Class A common stock of HCWC following the spin-off and such
a market will not develop unless you successfully complete the offering. Disclose that if an active public trading market does not develop,
it will be difficult or impossible for holders of Class A common stock to resell their interests at any price and that even if the offering
is successful, the market price could decline substantially from the IPO price. Also disclose that the shares of HCMC, which currently
include the assets that will be spun-off into HCWC, are quoted on the OTC Pink at $0.00. Please include similar disclosure throughout
including where you note that you cannot assure holders that the combined trading price of the Class A common stock and the HCMC common
stock with be less than, equal to or greater than the trading price of HCMC common stock prior to the spin off. Please add related risk
factor disclosure.

RESPONSE:
The Company acknowledges the Staff’s comment. Additional disclosure has been added on pages 5 and 19 of Amendment No. 2 to address
(1) the potential lack of a trading market and (2) that the combined trading price of HCMC common stock and the HCWC Class A common stock
may be lower than the current HCMC common stock trading price.

6.
We note your response to prior comment seven. You note that holders of HCMC Series E Preferred Stock will have a right to participate
in the Distribution if the holders convert the Series E into HCMC common stock. Based on the Form 10-Q for the quarterly period ended
September 30, 2023 filed by HCMC, it appears that a significant number of the 14,722.075 shares of Series E Preferred Stock have already
been converted into HCMC common stock. Please indicate the number of currently outstanding shares of Series E Preferred Stock, and disclose
whether those holders who have already converted the Series E Preferred Stock are still obligated to purchase Series A Convertible Preferred
Stock in HCWC. If not, please revise your disclosure to indicate the amount of gross proceeds that you currently expect to receive in
the offering of Series A Convertible Preferred.

RESPONSE:
The Company acknowledges the Staff’s comment and have added disclosure on pages 32 and 56 of Amendment No. 2 to address the Staff’s
comment. Whether a holder of HCMC Series E Preferred Stock has converted their shares will not affect their commitment to purchase the
Company’s Series A Preferred Stock.

7.
Your exhibit index indicates that the Tax Matters Agreement, Employee Matters Agreement, Transition Services Agreement, and Separation
and Distribution Agreement are incorporated by reference to your Form S-1 (File No. 333-274435) filed on December 20, 2023. Include hyperlinks
to each of these agreements as required by Item 601(a)(2) of Regulation S-K, and update the description to indicate that the Form S-1
was filed on December 21, 2023. In addition, it does not appear that you have filed the Separation and Distribution Agreement with Form
S-1 (File No. 333-274435). Please file it with this S-1 and revise your disclosure to include the material terms and obligations of each
of the agreements with HCMC related to the separation of HCWC from HCMC.

RESPONSE:
The Company acknowledges the Staff’s comment. The Company has added hyperlinks to all of its exhibits in Amendment No. 2 to comply
with Item 601(a)(2) of Regulation S-K. In addition, the Separation and Distribution Agreement will be filed as an exhibit to the Company’s
Amendment No. 3 to Form S-1 for file no. 333-274435.

Thank
you for your prompt attention to the Company’s response to the Staff’s comments to the Registration Statement. If you have
any questions or comments regarding these responses or if you require any additional information, please feel free to contact me at 305.401.4199.

Sincerely,

  /s/
  Martin T. Schrier

  Martin T. Schrier

  cc:
  John Ollet

CORRESP
1
filename1.htm

  February
                         13, 2024

VIA
EDGAR

  Martin
                         T. Schrier

                                                       Direct
                                            Phone 305-704-5954
 Direct Fax 786-220-0209
 mschrier@cozen.com

United
States Securities and Exchange Commission

100
F. Street, N.E.

Washington,
D.C. 20549

  Attention:
  Scott Anderegg

  Erin Jaskot

  Re:
  Healthy Choice Wellness Corp.

  Amendment No. 3 to Registration Statement on Form
  S-1

  Filed December 21, 2023

  File No. 333-274435

Dear
Mr. Anderegg and Ms. Jaskot:

On
behalf of our client, Healthy Choice Wellness Corp., a Delaware corporation (the “Company” or “HCWC”),
we are hereby submitting to the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”)
this letter setting forth the Company’s response to the comment contained in the Staff’s letter dated January 18, 2024 regarding
the Company’s Amendment No. 2 to its registration statement on Form S-1 (“Amendment No. 2”) submitted to the
Commission on December 21, 2023. This letter is being filed with the Commission with Amendment No. 3 to the Registration Statement (“Amendment
No. 3”).

The
Staff’s comments are repeated below and is followed by the Company’s response in bold. Capitalized terms used but not otherwise
defined herein have the meanings set forth in Amendment No. 3.

Amendment
No. 2 to Form S-1 filed December 21, 2023 Use of Proceeds, page 16

 1. You
                                            state that you anticipate using the net proceeds from the offering for potential strategic
                                            acquisitions. Identify the businesses or nature of the businesses sought, the status of any
                                            negotiations, and a brief description of the businesses. Refer to Instruction 6 to Item 504
                                            of Regulation S-K.

Response:
The Company acknowledges the Staff’s comment and has revised the disclosure on page 16 of the Amendment No. 3 to address the Staff’s
request. There are no current potential acquisitions that are subject to a letter of intent that are at a stage in negotiations where
an acquisition agreement is imminent.

200
South Biscayne Boulevard 30th Floor, Miami, FL 33131

305.704.5940        800.215.2137          305.704.5955
Fax        cozen.com

United
States Securities and Exchange Commission

February
13, 2024

Page
2

Healthy
Choice Wellness Centers, page 23

  2.
  Please disclose the number
  and location(s) of currently operational wellness centers. It is unclear how many centers you currently operate as opposed to those
  that you intend to open in the future.

Response:
The Company acknowledges the Staff’s comment and has revised the disclosure on pages 3, 16 and 33 of the Amendment No. 3 to address
the Staff’s request. We currently operate two wellness centers, one through direct ownership and one through a license agreement.
Although the Company is actively seeking to either acquire or open additional wellness centers, no agreements are currently in effect
for such expansion.

Determination
of Offering Price, page 26

  3.
  Please revise to indicate
  whether, and if so, how, the current OTC Pink quotation price of HCMC was considered in determining the current range included in the
  prospectus. We note that the 52-week range for HCMC’s quotation is 0.0000 - 0.0002.

Response:
As described in the prospectus, the Staff is advised that the Company, in consultation with the underwriter, looked at the following
factors when determining the current price range that is included in the prospectus: (i) the history and prospects for the industry in
which the Company competed; (ii) the Company’s past and present financial performance; (iii) the Company’s prospects for
future earnings, growth and funding and HCMC’s past ability to raise capital for the business of the Company; (iv) the general
condition of the securities market at the time in which the range was included in the prospectus; (v) the recent market prices of, and
demand for, (1) publicly traded shares of generally comparable companies and (2) similarly situated newly public traded companies; and
(vi) other factors deemed relevant by the Company and the underwriters. Among these other factors deemed relevant by the Company and
the underwriters were (i) an independent third-party valuation that was prepared by a leading independent industry valuation firm in
October 2022 (the “October Valuation Report”) and (ii) oral discussions with certain institutional accredited investors in
compliance with Section 163B of the Securities Act that are current stockholders of HCMC and which will become stockholders of the Company.
While the Company and underwriters did consider HCMC’s current (and 52-week) common stock quotation, along with HCMC’s high
and low market caps during the period (which ranged from ~$23 million to ~$69 million over the prior 52-week period), given the lack
of liquid trading in HCMC’s common stock on the OTC Pink marketplace and the other factors described above, relatively little weight
was placed on the price and market cap of HCMC’s common stock relative to the other factors.

Following
the Company’s recent discussions with the Staff regarding the price range, and given the passage of time since the October Valuation
Report (including that such October Valuation Report did not give effect to the Company’s acquisition of the Elwood Thompson’s
store in October 2023 (through a wholly owned subsidiary) or the Company’s 2023 performance), the Company recently engaged Newbridge
Securities Corporation to prepare a new independent valuation report which we have submitted confidentially to the Staff and which the
Company believes continues to support the price range as describe in the prospectus. The Company and underwriter are continuing to evaluate
the price range in the offering and expect to engage in further price discovery processes including engaging in “test the water”
meetings once the Staff has completed its review of the Amendment No. 3.

In
accordance with the request from the Staff, the Company has revised the disclosure on page 26 of the Amendment No. 3.

United
                                            States Securities and Exchange Commission

February
13, 2024

Page
3

General

  4.
  Please address any comments
  issued in our comment letter dated January 18, 2024 for the Form S-1 (File No. 333-275209) to the extent applicable to this registration
  statement.

Response:
The Company acknowledges the Staff’s comment and has revised the disclosure throughout the Amendment No. 3 to address the Staff’s
request.

  5.
  We note your response to
  prior comment seven. Please advise us whether your underwriter, Maxim Group, has had contact with potential investors concerning the
  offering or has otherwise engaged in any marketing and/or price discovery activities. Please also revise your disclosure of “when-issued”
  trading and “regular-way” trading to clarify where you expect such trading to occur (ex: OTC Pink Market or NYSE American
  exchange).

Response:
The Company acknowledges the Staff’s comment.  To date, the underwriter has not engaged in any marketing or price discovery activities except for oral discussions with certain
institutional accredited investors in compliance with Section 163B of the Securities Act that are current stockholders of HCMC and which
will become stockholders of the Company. Disclosure has been revised on page 4 to clarify that only “regular way” trading
will occur on the NYSE American exchange.

  6.
  In your response to prior
  comment seven you state that Maxim expects to make a market in the HCWC Class A common stock market after the Offering but these activities
  are not related to the firm commitment offering. Please tell us Maxim’s planned market-making activities and how this complies
  with Regulation M.

Response:
Further to calls with the NYSE and SEC, we clarified that the Class A common stock to be offered and sold in the firm commitment offering
and the Class A common stock to be distributed by HCWC to the holders of record of HCMC will commence trading on the NYSE on the same
day at or about the same time. Maxim has confirmed that it will not engage in any market-making activities until it has completed its
participation in the offering. Maxim will keep HCWC on its restricted list until all firm shares of Class A common stock in the underwriting,
as well as the exercise of any portion of the overallotment option, have been exhausted in accordance with Regulation M. A NYSE designated
market maker will commence the trading market and Maxim will engage in market-making activities after its Regulation M restriction has
been lifted.

*
* * * *

Thank
you for your prompt attention to the Company’s response to the Staff’s comments to the Registration Statement. If you have
any questions or comments regarding these responses or if you require any additional information, please feel free to contact me at 305.401.4199.

Sincerely,

/s/
Martin T. Schrier

Martin T. Schrier

cc:
John Ollet

United States securities and exchange commission logo
January 18, 2024
Jeffrey Holman
Chief Executive Officer
Healthy Choice Wellness Corp.
3800 North 28th Way
Hollywood, FL 33020
Re:Healthy Choice Wellness Corp.
Amendment No. 1 to Registration Statement on Form S-1
Filed December 20, 2023
File No. 333-275209
Dear Jeffrey Holman:
            We have reviewed your amended registration statement and have the following
comment(s).
            Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies to your facts and circumstances
or do not believe an amendment is appropriate, please tell us why in your response.
            After reviewing any amendment to your registration statement and the information you
provide in response to this letter, we may have additional comments. Unless we note otherwise,
any references to prior comments are to comments in our November 27, 2023 letter.
Amendment No. 1 to Form S-1 filed December 20, 2023
No market for the Common Stock currently exists..., page 19
1.Please revise here to indicate that you intend to apply to list the Class A common stock on
the NYSE American Exchange, as opposed to the New York Stock Exchange.
Executive Compensation, page 47
2.We note the company has not provided historical compensation information pursuant to
Item 402 of Regulation S-K. Please address the absence of this disclosure in light of the
guidance contained in Regulation S-K Compliance and Disclosure Interpretation 217.01.
Exclusive Forum, page 58
3.The disclosure on page 22 regarding your exclusive forum provision does not appear to be

 FirstName LastNameJeffrey Holman
 Comapany NameHealthy Choice Wellness Corp.
 January 18, 2024 Page 2
 FirstName LastNameJeffrey Holman
Healthy Choice Wellness Corp.
January 18, 2024
Page 2
consistent with Article XII of your Amended and Restated Certificate of Incorporation. As
one example only, the Amended and Restated Certificate of Incorporation states that the
exclusive forum provision shall not apply to suits brought to enforce any liability or duty
created by the Securities Act, the Exchange Act or any other claim for which the federal
courts have exclusive jurisdiction, but this is not specified in your disclosure. We note
other inconsistencies as well. Please revise your disclosure to reconcile it with the
exclusive forum provision in your Amended and Restated Certificate of Incorporation.
Please also clearly disclose whether the exclusive forum provision applies to actions
arising under the Exchange Act. In that regard, we note that Section 27 of the Exchange
Act creates exclusive federal jurisdiction over all suits brought to enforce any duty or
liability created by the Exchange Act or the rules and regulations thereunder. Please also
remove or update your discussion of the decisions of the Court of Chancery of the State of
Delaware, as such disclosure appears to be outdated.
General
4.It appears that you will complete the spin-off prior to your firm commitment underwritten
offering of Class A common stock, and that the Class A common stock will not be listed
on the NYSE American exchange until completion of the offering. However, your
disclosure throughout this registration statement implies that the Class A shares will be
listed on the NYSE American in connection with, and at the completion of, the spin-
off. As examples only, you note on the cover that immediately after the spin-off, the
company will be an independent publicly traded company, you state throughout that you
have applied to list the Class A common stock on the NYSE American exchange (which
implies that your application relates to the spin-off) and you discuss the trading price of
your Class A common stock following the spin-off. Revise your disclosure throughout to
remove the suggestion that the Class A common stock will be listed following the spin-
off, and clearly state that approval of listing on the NYSE American exchange depends on
completion of the offering and does not relate to the spin-off. Also revise throughout to
indicate whether the spin-off is contingent on completion and closing of the offering and
the successful listing of the Class A common stock on the NYSE American exchange in
connection with the offering. We note that it is not included in the Conditions to the Spin-
Off discussed on page 63. If so, please explain what will happen with the spin-off shares if
the offering is not completed and/or the Class A common stock is not approved for listing
on the NYSE American exchange.
5.Please clearly disclose throughout that there will be no market for the Class A common
stock of HCWC following the spin-off and such a market will not develop unless you
successfully complete the offering. Disclose that if an active public trading market does
not develop, it will be difficult or impossible for holders of Class A common stock to
resell their interests at any price and that even if the offering is successful, the market
price could decline substantially from the IPO price. Also disclose that the shares of
HCMC, which currently include the assets that will be spun-off into HCWC, are quoted
on the OTC Pink at $0.00. Please include similar disclosure throughout including where

 FirstName LastNameJeffrey Holman
 Comapany NameHealthy Choice Wellness Corp.
 January 18, 2024 Page 3
 FirstName LastName
Jeffrey Holman
Healthy Choice Wellness Corp.
January 18, 2024
Page 3
you note that you cannot assure holders that the combined trading price of the Class A
common stock and the HCMC common stock with be less than, equal to or greater than
the trading price of HCMC common stock prior to the spin off. Please add related risk
factor disclosure.
6.We note your response to prior comment seven. You note that holders of HCMC Series E
Preferred Stock will have a right to participate in the Distribution if the holders convert
the Series E into HCMC common stock. Based on the Form 10-Q for the quarterly period
ended September 30, 2023 filed by HCMC, it appears that a significant number of the
14,722.075 shares of Series E Preferred Stock have already been converted into HCMC
common stock. Please indicate the number of currently outstanding shares of Series E
Preferred Stock, and disclose whether those holders who have already converted the
Series E Preferred Stock are still obligated to to purchase Series A Convertible Preferred
Stock in HCWC. If not, please revise your disclosure to indicate the amount of gross
proceeds that you currently expect to receive in the offering of Series A Convertible
Preferred.
7.Your exhibit index indicates that the Tax Matters Agreement, Employee Matters
Agreement, Transition Services Agreement, and Separation and Distribution Agreement
are incorporated by reference to your Form S-1 (File No. 333-274435) filed on December
20, 2023. Include hyperlinks to each of these agreements as required by Item 601(a)(2) of
Regulation S-K, and update the description to indicate that the Form S-1 was filed on
December 21, 2023. In addition, it does not appear that you have filed the Separation and
Distribution Agreement with Form S-1 (File No. 333-274435).  Please file it with this S-1
and revise your disclosure to include the material terms and obligations of each of the
agreements with HCMC related to the separation of HCWC from HCMC.
            Please contact Scott Anderegg at 202-551-3342 or Erin Jaskot at 202-551-3442 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

CORRESP
1
filename1.htm

    December
    20, 2023
    Martin
    T. Schrier

    Direct
    Phone 305-704-5954

    VIA
    EDGAR
    Direct
                                            Fax 786-220-0209

                                                                                mschrier@cozen.com

United
States Securities and Exchange Commission

100
F. Street, N.E.

Washington,
D.C. 20549

    Attention:
    Scott
    Anderegg

    Erin
    Jaskot

    Re:
    Healthy
    Choice Wellness Corp.

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

    Filed
    October 1, 2023

    File
    No. 333-274435

Dear
Mr. Anderegg and Ms. Jaskot:

On
behalf of our client, Healthy Choice Wellness Corp., a Delaware corporation (the “Company” or “HCWC”),
we are hereby submitting to the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”)
this letter setting forth the Company’s response to the comment contained in the Staff’s letter dated November 27, 2023 regarding
the Company’s Amendment No. 1 to its registration statement on Form S-1 (“Amendment No. 1”) submitted to the
Commission on October 30, 2023. This letter is being filed with the Commission with Amendment No. 2 to the Registration Statement (“Amendment
No. 2”).

The
Staff’s comments are repeated below and is followed by the Company’s response in bold. Capitalized terms used but not otherwise
defined herein have the meanings set forth in Amendment No. 2.

Amendment
No. 1 to Registration Statement on Form S-1 filed October 30, 2023 Dilution, page 28

1. You
                                            disclose that 9,800,000 shares of common stock will be outstanding after this offering, excluding
                                            the 60,000 shares of Class A common stock reserved for the underwriters. It appears this
                                            number of common stock shares includes 1,325,000 shares of Series A Preferred Stock on an
                                            as converted basis calculated based on the initial conversion price of $10 per share. Please
                                            tell us why it is appropriate to include Series A Preferred Stock shares in the total number
                                            of common stock shares outstanding after this offering.

RESPONSE:
The Company acknowledges the Staff’s comment and the shares of Class A common stock issuable upon conversion of the shares of Series
A Preferred Stock have been removed from the dilution table on page 28.

    LEGAL\67054685\5200
    South Biscayne Boulevard 30th Floor, Miami, FL 33131

    305.704.5940        800.215.2137        305.704.5955 Fax         cozen.com

United
States Securities and Exchange Commission

December
20, 2023

Page
2

Executive
Compensation, page 40

2. Please
                                            revise this section to provide the disclosure required by Item 402 of Regulation S-K for
                                            the named executive officers and directors. Please also file any employment agreements entered
                                            into with the officers and directors as exhibits to the registration statement.

RESPONSE:
The Company acknowledges the Staff’s comment and the Company has added the disclosures on pages 40 and 45 required under
Item 402 of Regulation S-K for the Company’s named executive officers and directors. The Company has not entered into any employment
agreements with any directors or named executive officers.

Financial
Statements of Greens Natural Foods, Inc., page F-1

3. Please
                                            provide Green’s Natural Foods, Inc.’s (“Green’s”) financial
                                            statements for the interim period ended September 30, 2022 as required in Rule 3-05(b) of
                                            Regulation S-X.

RESPONSE:
The Company acknowledges the Staff’s comment and the Green’s Natural Foods, Inc.’s financial statements have been prepared
by the Company and included in Amendment No. 2.

Independent
Auditor’s Report on the Audit of the Combined Financial Statements, page F-57

4. The
                                            auditor’s report on Green’s Natural Foods, Inc.’s financial statements
                                            is quantified. Please obtain and file a new audit report that is unqualified. Refer to SAB
                                            Topic 1.E.2.

RESPONSE:
The Company acknowledges the Staff’s comment, and the qualified opinion has been replaced with a properly issued unqualified opinion
and the audit report for Green’s Natural Foods, Inc. has been included in Amendment No. 2.

General

5. We
                                            note your revisions in response to prior comment 11. Please disclose, if accurate, that the
                                            Series E Preferred Stock does not give the holders any rights with respect to HCWC, aside
                                            from the obligation to purchase the Series A Preferred Stock for HCWC, as the Series E Preferred
                                            Stock was issued by HCMC. In addition, it appears that you will have Class A common stock,
                                            Class B common stock, and Series A Preferred Stock. Please clarify, if true, that the Class
                                            A common stock and Class B common stock have the same rights, preferences and privileges.
                                            With respect to the Series A Preferred Stock, please tell us whether the voting rights attached
                                            to the Series A is different from the voting rights attached to the Class A common stock.
                                            If so, revise your risk factors, cover page and the section entitled Description of HCWC’s
                                            Capital Stock to discuss the nature of any disparate voting rights, including the number
                                            of votes per share in the prospectus summary and risk factor sections. Please also file the
                                            instrument defining the rights of Series A Preferred Stockholders, or tell us why you do
                                            not believe you are required to do so.

United
States Securities and Exchange Commission

December
20, 2023

Page
3

RESPONSE:
The Company acknowledges the Staff’s comment and we confirm that the HCMC Series E Preferred Stock does not give the holders any
rights with respect to HCWC, aside from the obligation to purchase the Series A Preferred Stock of HCWC. With respect to your other inquiries,
we offer the following responses:

● The
                                            shares of Class A and Class B common stock have the same rights, preferences and privileges
                                            and we have stated this on pages 2 and 49.

● The
                                            Series A Preferred Stock will have the same voting rights as the Class A common stock as
                                            those shares are voted on a as converted basis.

● The
                                            Certificate of Designations, Preferences and Rights of the Series A Preferred Stock has been
                                            filed as Exhibit 3.3 to Amendment No. 1.

6. Please
                                            tell us whether you intend to file the Separation Agreement, Tax Matters Agreement, the Employee
                                            Matters Agreement and the Transition Service Agreement as exhibits to your registration statement,
                                            or tell us why you do not believe you are required to file these agreements. See Item 601(b)(10)
                                            of Regulation S-K. We note that certain of these agreements are included in your Form S-1
                                            (333-275209), and it appears they should also be filed with this S-1.

RESPONSE:
The Company acknowledges the Staff’s comment and each of these referenced agreements will be included as exhibits to Amendment
No. 2.

7. We
                                            note your response to prior comment 1 that the offering price will be fixed at $10.00 per
                                            share, and that the price reflects your assessment of the price at which investors might
                                            be willing to participate in the offering based on, among other things, the market values
                                            and various valuation measures of other companies engaged in similar activities. Please tell
                                            us how you have already determined a fixed price for the offering and the manner in which
                                            the price was set, and tell us the involvement of Maxim Group LLC in determining the offering
                                            price and how market values and valuation measures of other companies were used to set the
                                            offering price. Tell us whether the price was or will be set through any traditional marketing
                                            of the offering by the underwriters and/or price discovery activities, and whether Maxim
                                            Group has had contact with potential investors in the offering. Please also tell us whether
                                            the trading price following the Spin-Off will impact the offering price, and, if not, please
                                            tell us why and how you intend to reconcile the offering price with the “regular-way”
                                            trading that you expect to begin on the first trading day following the Distribution Date.
                                            Please disclose and explain the precise order and mechanics of the events that will occur
                                            in the Spin-Off and the Offering, including the interplay between the two and how and when
                                            shares in both transactions will be priced and distributed to holders. Also explain what
                                            you mean that the offering price is subject to change as a result of market conditions, as
                                            disclosed under “Determination of Offering Price,” and how this is consistent
                                            with a firm commitment offering, as well as what it means that Maxim intends to make a market
                                            in your Class A common stock and why this is necessary in a firm commitment offering.

United
States Securities and Exchange Commission

December
20, 2023

Page
4

RESPONSE:
The Company acknowledges the Staff’s comment. Maxim has indicated the offering price will be in a range between $9 and $11 per
share. This range is based on, among other things, the value of other similarly situated public companies in this sector, the Company’s
revenues, industry multiples and other market factors Maxim considered. Maxim will set the price through traditional marketing of the
offering and other price discovery activities. We do not expect the Offering price to change after Maxim has set the offering price.

The
Class A common stock will not trade on the NYSE American exchange until the offering contemplated by Amendment No. 2 is completed. We,
therefore, do not expect any trading activity after the Spin-Off to affect this offering price set by Maxim.

The
Spin-Off will be completed (subject only to transfer of the Spin-Off shares by the Company’s transfer agent to the HCMC shareholder)
prior to the Offering. As soon as practicable after the Spin-Off is completed, the Company will complete the Offering, which we expect
will be by the first trading day following the Distribution Date.

Please
see updates on page 26 to the “Determination of Offering Price” section in response to this comment.

Additionally,
Maxim expects to make a market in the HCWC Class A common stock market after the Offering but these activities are not related to its
firm commitment offering.

*
* * * *

Thank
you for your prompt attention to the Company’s response to the Staff’s comments to the Registration Statement. If you have
any questions or comments regarding these responses or if you require any additional information, please feel free to contact me at 305.401.4199.

    Sincerely,

    /s/
    Martin T. Schrier

    Martin
    T. Schrier

    cc:

    John
    Ollet

CORRESP
1
filename1.htm

    December
    20, 2023
    Martin
    T. Schrier

    Direct
    Phone 305-704-5954

    Direct
    Fax 786-220-0209

    VIA
    EDGAR
    mschrier@cozen.com

United
States Securities and Exchange Commission

100
F. Street, N.E.

Washington,
D.C. 20549

Attention:
Scott Anderegg

Erin
Jaskot

    Re:

    Healthy
    Choice Wellness Corp.

    Registration
    Statement on Form S-1

    Filed
    October 27, 2023

    File
    No. 333-275209

Dear
Mr. Anderegg and Ms. Jaskot:

On
behalf of our client, Healthy Choice Wellness Corp., a Delaware corporation (the “Company” or “HCWC”),
we are hereby submitting to the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”)
this letter setting forth the Company’s response to the comment contained in the Staff’s letter dated November 27, 2023 regarding
the Company’s registration statement on Form S-1 submitted to the Commission on October 27, 2023 (the “Registration Statement”).

This
letter is being filed with the Commission with Amendment No. 1 to the Registration Statement (“Amendment No. 1”).

The
Staff’s comments are repeated below and is followed by the Company’s response in bold. Capitalized terms used but not otherwise
defined herein have the meanings set forth in Amendment No. 1.

Risk
Factors

The
Spin-Off could result in significant tax liability..., page 17

    1.
    Please
    state in this risk factor that it is the opinion of counsel that the distribution will qualify as tax-free under Section 355 of the
    U.S. Code.

RESPONSE:
The Company acknowledges the Staff’s comment and this risk factor has been revised to reference the opinion delivered by outside
counsel to Company as to the tax-free nature of the Spin-Off.

    200
    South Biscayne Boulevard 30th Floor, Miami, FL 33131

    305.704.5940         800.215.2137         305.704.5955 Fax         cozen.com

United States Securities and Exchange Commission

December
20, 2023

Page 2

Business

Sourcing
and Vendors, page 27

    2.
    We
    note your disclosure that UNFI is your primary supplier “of dry grocery and frozen food products, accounting for approximately
    36% and 25% of our total purchases in fiscal 2022 and 2021.” Please disclose the material terms to your agreement with this
    supplier and file the agreement as an exhibit to your registration statement. In the alternative, please explain why you are not
    required to do so.

RESPONSE:
The Company acknowledges the Staff’s comment and certain materials terms of our UNFI agreement with HCWC have been included on
page 27. In addition, we intend to file our agreement with UNFI and a related amendment as an exhibit to a subsequent amendment to the
Registration Statement.

Executive
Compensation, page 47

    3.
    Please
    revise this section to provide the disclosure required by Item 402 of Regulation S-K for the named executive officers and directors.
    Please also file any employment agreements entered into with the officers and directors as exhibits to the registration statement.

RESPONSE:
The Company acknowledges the Staff’s comment and the Company has added the disclosures on pages 47 and 51 required under Item 402
of Regulation S-k for the Company’s named executive officers and director. The Company has not entered into any employment agreements
with any of the named executive officers or directors.

Background
of Spinoff, page 58

    4.
    You
    disclose that the “financial terms” of the Spin-Off were primarily based on a valuation performed by an independent industry
    valuation firm, and that the derived valuation of $94 million for HCWC is based on a discounted cash flow analysis projecting cash
    flows over a 5-year period and using a discount factor based on the cost of capital, and that the Distribution Ratio was based partially
    on the HCWC valuation. Please tell us your consideration of including the name of the valuation firm and filing a consent from the
    firm in your registration statement in accordance with Rule 436 of Regulation C. Refer to Question 233.02 of the Securities Act Rules
    Compliance and Disclosure Interpretations. Please also address how the various valuation methods, such as the discounted cash flow
    analysis, were used in determining the valuation of HCWC, including any significant assumptions or estimates used in the valuation.

RESPONSE:
The Company acknowledges the Staff’s comment and this section has been revised on page 58 to include factors that the Company’s
Board has relied upon in its current determination of the Distribution Ratio, including the advice of Maxim and other advisors.

Exclusive
Forum, page 58

United States Securities and Exchange Commission

December
20, 2023

Page
3

    5.
    We
    note your disclosure concerning the exclusive forum provision in your amended and restated certificate of incorporation. Please file
    your amended and restated certificate of incorporation as an exhibit. Please also add a risk factor to your filing reflecting the
    risk to shareholders of your exclusive forum provision.

RESPONSE:
The Company acknowledges the Staff’s comment and a risk factor has been included on page 22 with respect to the HCWC’s Amended
and Restated Certificate of Incorporation’s exclusive forum provision. The Amended and Restated Certificate Of Incorporation has
been filed as Exhibit 3.3 to Amendment No. 1 to the Form S-1 filed on October 30, 2023 (File No. 333-274435).

PART
II

Item
16. Exhibits and Consolidated Financial Statement Schedules, page II-3

    6.
    Please
    file the Separation Agreement as an exhibit to your registration statement or tell us why you do not believe you are required to
    file it. See Item 601(b)(10) of Regulation S-K.

RESPONSE:
The Company acknowledges the Staff’s comment and we have filed the Separation and Distribution Agreement as Exhibit 10.8 to Registration
Statement on Form S-1/A (333-274435).

General

    7.
    Please
    disclose, if accurate, that the Series E Preferred Stock does not give the holders any rights with respect to HCWC, aside from the
    obligation to purchase the Series A Preferred Stock for HCWC, as the Series E Preferred Stock was issued by HCMC. In addition, it
    appears that you will have Class A common stock, Class B common stock, and Series A Preferred Stock. Please clarify, if true, that
    the Class A common stock and Class B common stock have the same rights, preferences and privileges. With respect to the Series A
    Preferred Stock, please tell us whether the voting rights attached to the Series A is different from the voting rights attached to
    the Class A common stock. If so, revise your risk factors, cover page and the section entitled Description of HCWC’s Capital
    Stock to discuss the nature of any disparate voting rights, including the number of votes per share in the prospectus summary and
    risk factor sections. Please also file the instrument defining the rights of Series A Preferred Stockholders, or tell us why you
    do not believe you are required to do so.

RESPONSE:
The Company acknowledges the Staff’s comment and we confirm that the HCMC Series E Preferred Stock does not give the Series E holders
any rights with respect to HCWC, aside from the obligation to purchase the Series A Preferred Stock of HCWC. With respect to your other
inquiries, we offer the following responses:

    ●
    The
    shares of Class A and Class B common stock have the same rights, preferences and privileges and we have stated on the prospectus
    cover page and page 55.

    ●
    The
    Series A Preferred Stock will have the same voting rights as the Class A common stock, as the shares of Series A Preferred Stock
    are voted on an as converted basis.

    ●
    The
    Certificate of Designations, Preferences and Rights of the Series A Preferred Stock has been filed as Exhibit 3.3 to Amendment No.
    1.

Thank
you for your prompt attention to the Company’s response to the Staff’s comments to the Registration Statement. If you have
any questions or comments regarding these responses or if you require any additional information, please feel free to contact me at 305.401.4199.

    Sincerely,

    /s/
    Martin T. Schrier

    Martin
    T. Schrier

    cc:
    John
    Ollet

United States securities and exchange commission logo
November 27, 2023
Jeffrey Holman
Chief Executive Officer
Healthy Choice Wellness Corp.
3800 North 28th Way
Hollywood, FL 33020
Re:Healthy Choice Wellness Corp.
Amendment No. 1 to Registration Statement on Form S-1
Filed October 1, 2023
File No. 333-274435
Dear Jeffrey Holman:
            We have reviewed your amended registration statement and have the following
comments.
            Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies to your facts and circumstances
or do not believe an amendment is appropriate, please tell us why in your response.
            After reviewing any amendment to your registration statement and the information you
provide in response to this letter, we may have additional comments. Unless we note otherwise,
any references to prior comments are to comments in our October 5, 2023 letter.
Amendment No. 1 to Registration Statement on Form S-1 filed October 30, 2023
Dilution, page 28
1.You disclose that 9,800,000 shares of common stock will be outstanding after this
offering, excluding the 60,000 shares of Class A common stock reserved for the
underwriters. It appears this number of common stock shares includes 1,325,000 shares of
Series A Preferred Stock on an as converted basis calculated based on the initial
conversion price of $10 per share.  Please tell us why it is appropriate to include Series A
Preferred Stock shares in the total number of common stock shares outstanding after this
offering.
Executive Compensation, page 40
2.Please revise this section to provide the disclosure required by Item 402 of Regulation S-
K for the named executive officers and directors. Please also file any employment

 FirstName LastNameJeffrey Holman
 Comapany NameHealthy Choice Wellness Corp.
 November 27, 2023 Page 2
 FirstName LastNameJeffrey Holman
Healthy Choice Wellness Corp.
November 27, 2023
Page 2
agreements entered into with the officers and directors as exhibits to the registration
statement.
Financial Statements of Greens Natural Foods, Inc., page F-1
3.Please provide Green’s Natural Foods, Inc.’s financial statements for the interim period
ended September 30, 2022 as required in Rule 3-05(b) of Regulation S-X.
Independent Auditor's Report on the Audit of the Combined Financial Statements, page F-57
4.The auditor’s report on Green’s Natural Foods, Inc.’s financial statements is quantified.
Please obtain and file a new audit report that is unqualified.  Refer to SAB Topic 1.E.2.
General
5.We note your revisions in response to prior comment 11.  Please disclose, if accurate, that
the Series E Preferred Stock does not give the holders any rights with respect to HCWC,
aside from the obligation to purchase the Series A Preferred Stock for HCWC, as the
Series E Preferred Stock was issued by HCMC.  In addition, it appears that you will have
Class A common stock, Class B common stock, and Series A Preferred Stock.  Please
clarify, if true, that the Class A common stock and Class B common stock have the same
rights, preferences and privileges.  With respect to the Series A Preferred Stock, please tell
us whether the voting rights attached to the Series A is different from the voting rights
attached to the Class A common stock.  If so, revise your risk factors, cover page and the
section entitled Description of HCWC's Capital Stock to discuss the nature of any
disparate voting rights, including the number of votes per share in the prospectus
summary and risk factor sections. Please also file the instrument defining the rights of
Series A Preferred Stock holders, or tell us why you do not believe you are required to do
so.
6.Please tell us whether you intend to file the Separation Agreement, Tax Matters
Agreement, the Employee Matters Agreement and the Transition Service Agreement as
exhibits to your registration statement, or tell us why you do not believe you are required
to file these agreements. See Item 601(b)(10) of Regulation S-K.  We note that certain of
these agreements are included in your Form S-1 (333-275209), and it appears they should
also be filed with this S-1.
7.We note your response to prior comment 1 that the offering price will be fixed at $10.00
per share, and that the price reflects your assessment of the price at which investors might
be willing to participate in the offering based on, among other things, the market values
and various valuation measures of other companies engaged in similar activities.  Please
tell us how you have already determined a fixed price for the offering and the manner in
which the price was set, and tell us the involvement of Maxim Group LLC in determining
the offering price and how market values and valuation measures of other companies were
used to set the offering price.  Tell us whether the price was or will be set through any
traditional marketing of the offering by the underwriters and/or price discovery activities,

 FirstName LastNameJeffrey Holman
 Comapany NameHealthy Choice Wellness Corp.
 November 27, 2023 Page 3
 FirstName LastName
Jeffrey Holman
Healthy Choice Wellness Corp.
November 27, 2023
Page 3
and whether Maxim Group has had contact with potential investors in the offering. Please
also tell us whether the trading price following the spin-off will impact the offering price,
and, if not, please tell us why and how you intend to reconcile the offering price with the
“regular-way” trading that you expect to begin on the first trading day following the
Distribution Date.  Please disclose and explain the precise order and mechanics of the
events that will occur in the Spin-Off and the Offering, including the interplay between
the two and how and when shares in both transactions will be priced and distributed to
holders.  Also explain what you mean that the offering price is subject to change as a
result of market conditions, as disclosed under "Determination of Offering Price," and
how this is consistent with a firm commitment offering, as well as what it means that
Maxim intends to make a market in your Class A common stock and why this is necessary
in a firm commitment offering.
            Please contact Suying Li at 202-551-3335 or Joel Parker at 202-551-3651 if you have
questions regarding comments on the financial statements and related matters. Please contact
Scott Anderegg at 202-551-3342 or Erin Jaskot at 202-551-3442 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

CORRESP
1
filename1.htm

    October
                                            30, 2023

    VIA
    EDGAR

    Martin
                                            T. Schrier

    Direct
    Phone 305-704-5954

    Direct
    Fax 786-220-0209

    mschrier@cozen.com

United
States Securities and Exchange Commission

100
F. Street, N.E.

Washington,
D.C. 20549

    Attention:
    Scott
    Anderegg

    Jennifer
    Lopez Molina

    Re:
    Healthy
    Choice Wellness Corp.

    Registration
    Statement on Form S-1

    File
    No. 333-274435

Dear
Mr. Anderegg and Ms. Lopez Molina:

On
behalf of our client, Healthy Choice Wellness Corp., a Delaware corporation (the “Company” or “HCWC”),
we are hereby submitting to the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”)
this letter setting forth the Company’s response to the comment contained in the Staff’s letter dated October 5, 2023 regarding
the Company’s registration statement on Form S-1 submitted to the Commission on September 8, 2023.

This
letter is being filed with the Commission with respect to the Company’s Amendment No. 1 to its registration statement on Form S-1
(“IPO S-1”) and a new registration statement on Form S-1 being filed solely in connection with the spin-off of all
of the existing HCWC common stock by Healthier Choices Management Corp. (the “Spin Off S-1”). Based on the comments
of the Staff, we have elected to file two separate registration statements for these offerings. The Spin Off S-1 was filed on October
27, 2023 and the IPO S-1 was filed on October 30, 2023.

The
Staff’s comments are repeated below and are followed by the Company’s response in bold. Capitalized terms used but
not otherwise defined herein have the meanings set forth in the S-1.

Form
S-1 Filed September 8, 2023 Prospectus Cover Page, page ii

1.
We note disclosure that you expect the offering price per share to be $10.00. Please revise for consistency and accuracy. If you are
not fixing the offering price, please revise your offering statement to provide a price range per Rule 253(b). If you are fixing the
offering price, please revise your offering statement to clarify that $10.00 is not the expected per share offering price but
is the per share offering price.

Response:
The Company acknowledges the Staff’s comment and has revised the disclosure throughout both the IPO S-1 and Spin Off S-1 to address
the Staff’s request. The offering price will be fixed at $10.00 per share.

LEGAL\66607312\1200
South Biscayne Boulevard 30th Floor, Miami, FL 33131

305.704.5940           800.215.2137           305.704.5955 Fax           cozen.com

United
States Securities and Exchange Commission

October
30, 2023

Page
2

Capitalization,
page 31

2.
Please revise your capitalization table to include a column for pro forma prior to the IPO. Please only give effect to the issuance and
distribution of common stock in the spin-off transaction and issuance of Series A Convertible Preferred Stock in the pro forma column.

Response:
The Company acknowledges the Staff’s comment and has revised the disclosure on pages 27 and 28 of the IPO S-1 to address the Staff’s
request.

Dilution,
page 32

3.
Please tell us your calculation of the $9 million historical net tangible book value as of June 30, 2023. In addition, tell us why the
shares outstanding after the offering of 9,400,000 differ from the 8,475,000 presented in the capitalization table.

Response:
The Company acknowledges the Staff’s comment and has included its calculations on Exhibit 3 to this letter.

Unaudited
Pro Forma Condensed Combined Carve-Out Financial Information, page 36

4.
Please present the pro forma condensed combined carve-out balance sheet as of the end of the most recent period and pro forma condensed
combined carve-out statements of operations for the most recent interim period presented in your filing. Refer to Rules 11-02(c)(1) and
(c)(2)(i) of Regulation S-X.

Response:
The Company acknowledges the Staff’s comment and has revised the disclosure on (a) pages 31 through 33 of the IPO S-1 and
(b) pages 36 through 39 of the Spin Off S-1, to address the Staff’s request.

5.
We reissue comment 4. Please revise your pro forma financial information introductory paragraph to describe all transactions reflected
in the pro forma financial statements, including the issuance and distribution of common shares in the spin-off transaction, the issuance
of 13,250 shares of Series A Convertible Preferred Stock, and $1 million investment from HCMC. Refer to Rule 11-02(a)(2) of Regulation
S-X.

Response:
The Company acknowledges the Staff’s comment and has revised the disclosure on (a) page 31 of the IPO S-1 and (b) page 36 of the
Spin Off S-1, to address the Staff’s request.

6.
We note your response to comment 6. Please revise your pro forma condensed combined carve-out balance sheet to reflect your new capital
structure post spin-off transaction. Please also present earnings per share information in your pro forma condensed combined carve-out
statements of operations.

Response:
The Company acknowledges the Staff’s comment and has revised the disclosure on pages 31 through 33 of the IPO S-1 to address
the Staff’s request.

United
States Securities and Exchange Commission

October
30, 2023

Page
3

Non-GAAP
Financial Measures, page 44

7.
Please revise your reconciliation of adjusted EBITDA to begin with net loss, the most directly comparable GAAP financial measure. Refer
to Question 103.02 of the Non-GAAP Financial Measures Compliance and Disclosure Interpretations.

Response:
The Company acknowledges the Staff’s comment and has revised the disclosure on (a) page 39 of the IPO S-1 and (b) pages 45 and
46 of the Spin Off S-1, to address the Staff’s request.

General

8.
We note your response to comment 7. Please provide us with your significance calculations for Mothers Earth’s Storehouse and Green’s
Natural Foods, Inc. acquisitions in accordance with Rule 3-05(b) of Regulation S-X.

Response:
The Company acknowledges the Staff’s comment and has included this calculation on Exhibit 8 to this Letter. The audited financial
statements related to both of these acquisitions has been included in the prospectus of both the IPO S-1 and the Spin Off S-1.

9.
We are still considering your response to comments 1 and 2 in your April 7, 2023 response letter, and we may have additional comments.
As a related matter, please tell us whether you have previously discussed with NYSE whether the spin-off will comply with the listing
standards, and, if so, provide the name of the representative with whom discussions were had.

Response:
The NYSE representative the Company has worked with is Cynthia Melo, Director, Initial Listings, NYSE Regulation (212-656-5587). We have
discussed with the NYSE the compliance of the Spin Off with the listing standards. HCWC will meet the listing standards for the NYSE
following the Spin Off.

10.
We note that you have revised your filing and it appears that you are now conducting two concurrent offerings. Before you file your next
amendment, please address the following with respect to these transactions:

    ●
    Disclose
    the relationship between the spin-off and your primary offering, including the timing and reason of each transaction.

    Response:
    Our expectation is to complete the Spin Off then complete the primary offering as soon as practicable thereafter. The primary offering
    was requested by the NYSE for purposes of setting an initial market price that represented an arms-length transaction. The reasons
    for Spin Off are set forth on pages 59 and 60 of the Spin Off S-1.

    ●
    To
the extent you intend for the offerings to close concurrently, please provide us with your legal analysis as to your ability to register
the primary offering prior to completion of the spin-off.

    Response:
    Our intention was to complete the Spin Off prior to the effectiveness of the primary offering.

    ●
    Disclose
the reason and legal analysis as to your ability to register both transactions in this registration statement.

    Response:
    We have elected to file separate registration statements for each transaction.

United
States Securities and Exchange Commission

October
30, 2023

Page
4

1.
We note your response to comment 1 that pursuant to the Securities Purchase Agreement you will issue Series E Preferred Stock and Series
A Preferred Stock. It also appears that upon consummation of the spin-off you will have outstanding shares of Class A common stock and
Class B common stock. Please revise your risk factors, cover page and the section entitled Description of HCWC’s Capital Stock,
to discuss the nature of any disparate voting rights, including the number of votes per share in the prospectus summary and risk factor
sections. Please also discuss the risks posed by such capital structure, including but not limited to, risks relating to the potential
effects on the price of your common stock, if any.

Response:
The Company acknowledges the Staff’s comment and has revised the disclosure on (a) pages 2 and 49 of the IPO S-1 and (b) the cover
page and pages 20, 55 and 56 of the Spin Off S-1, to address the Staff’s request. The Series E Preferred Stock was issued by Healthier
Choices Management Corp., HCWC’s parent company. In connection with such purchase, each of the the purchasers of this HCMC
Series E Preferred Stock agreed to also purchase the HCWC Series A Preferred Stock in the same aggregate purchase price amount as the
HCMC Series E Preferred Stock they acquired.

Thank
you for your prompt attention to the Company’s response to the Staff’s comments to the Registration Statement. If you have
any questions or comments regarding these responses or if you require any additional information, please feel free to contact me at 305.401.4199.

Sincerely,

/s/
Martin T. Schrier

Martin
T. Schrier

cc:
John Ollet

EXHIBIT
3

Historical
net tangible book value as of June 30, 2023

Shares
Outstanding vs. Shares on Capitalization Table

EXHIBIT
8

United States securities and exchange commission logo
October 5, 2023
Jeffrey Holman
Chief Executive Officer
Healthy Choice Wellness Corp.
3800 North 28th Way
Hollywood, FL 33020
Re:Healthy Choice Wellness Corp.
Registration Statement on Form S-1
Filed September 8, 2023
File No. 333-274435
Dear Jeffrey Holman:
            We have reviewed your registration statement and have the following comments.
            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.
Form S-1 Filed September 8, 2023
Prospectus Cover Page, page ii
1.We note disclosure that you expect the offering price per share to be $10.00.  Please revise
for consistency and accuracy.  If you are not fixing the offering price, please revise your
offering statement to provide a price range per Rule 253(b).  If you are fixing the offering
price, please revise your offering statement to clarify that $10.00 is not the expected per
share offering price but is the per share offering price.
Capitalization, page 31
2.Please revise your capitalization table to include a column for pro forma prior to the IPO.
Please only give effect to the issuance and distribution of common stock in the spin-off
transaction and issuance of Series A Convertible Preferred Stock in the pro forma column.

 FirstName LastNameJeffrey Holman
 Comapany NameHealthy Choice Wellness Corp.
 October 5, 2023 Page 2
 FirstName LastName
Jeffrey Holman
Healthy Choice Wellness Corp.
October 5, 2023
Page 2
Dilution, page 32
3.Please tell us your calculation of the $9 million historical net tangible book value as of
June 30, 2023.  In addition, tell us why the shares outstanding after the offering of
9,400,000 differ from the 8,475,000 presented in the capitalization table.
Unaudited Pro Forma Condensed Combined Carve-Out Financial Information, page 36
4.Please present the pro forma condensed combined carve-out balance sheet as of the end of
the most recent period and pro forma condensed combined carve-out statements of
operations for the most recent interim period presented in your filing.  Refer to Rules 11-
02(c)(1) and (c)(2)(i) of Regulation S-X.
5.We reissue comment 4.  Please revise your pro forma financial information introductory
paragraph to describe all transactions reflected in the pro forma financial statements,
including the issuance and distribution of common shares in the spin-off transaction, the
issuance of 13,250 shares of Series A Convertible Preferred Stock, and $1 million
investment from HCMC.  Refer to Rule 11-02(a)(2) of Regulation S-X.
6.We note your response to comment 6.  Please revise your pro forma condensed combined
carve-out balance sheet to reflect your new capital structure post spin-off transaction.
Please also present earnings per share information in your pro forma condensed combined
carve-out statements of operations.
Non-GAAP Financial Measures, page 44
7.Please revise your reconciliation of adjusted EBITDA to begin with net loss, the most
directly comparable GAAP financial measure.  Refer to Question 103.02 of the Non-
GAAP Financial Measures Compliance and Disclosure Interpretations.
General
8.We note your response to comment 7.  Please provide us with your significance
calculations for Mothers Earth’s Storehouse and Green’s Natural Foods, Inc. acquisitions
in accordance with Rule 3-05(b) of Regulation S-X.
9.We are still considering your response to comments 1 and 2 in your April 7, 2023
response letter, and we may have additional comments. As a related matter, please tell us
whether you have previously discussed with NYSE whether the spin off will comply with
the listing standards, and, if so, provide the name of the representative with whom
discussions were had.
10.We note that you have revised your filing and it appears that you are now conducting two
concurrent offerings. Before you file your next amendment, please address the following
with respect to these transactions:
•Disclose the relationship between the spin-off and your primary offering, including
the timing and reason of each transaction.

 FirstName LastNameJeffrey Holman
 Comapany NameHealthy Choice Wellness Corp.
 October 5, 2023 Page 3
 FirstName LastName
Jeffrey Holman
Healthy Choice Wellness Corp.
October 5, 2023
Page 3
•To the extent you intend for the offerings to close concurrently, please provide us
with your legal analysis as to your ability to register the primary offering prior to
completion of the spin-off.
•Disclose the reason and legal analysis as to your ability to register both transactions
in this registration statement.
11.We note your response to comment 1 that pursuant to the Securities Purchase Agreement
you will issue Series E Preferred Stock and Series A Preferred Stock. It also appears that
upon consummation of the spin-off you will have outstanding shares of Class A common
stock and Class B common stock. Please revise your risk factors, cover page and the
section entitled Description of HCWC's Capital Stock, to discuss the nature of any
disparate voting rights, including the number of votes per share in the prospectus
summary and risk factor sections. Please also discuss the risks posed by such capital
structure, including but not limited to, risks relating to the potential effects on the price of
your common stock, if any.
            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 Suying Li at 202-551-3335 or Joel Parker at 202-551-3651 if you have
questions regarding comments on the financial statements and related matters. Please contact
Scott Anderegg at 202-551-3342 or Jennifer López Molina at 202-551-3792 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

CORRESP
1
filename1.htm

    September
    11, 2023
    Martin
    T. Schrier

    VIA
    EDGAR
    Direct
    Phone
    305-704-5954

    mschrier@cozen.com

United
States Securities and Exchange Commission

100
F. Street, N.E.

Washington,
D.C. 20549

    Attention:
    Scott
    Anderegg

    Jennifer
    Lopez Molina

    Re:
    Healthy
    Choice Wellness Corp.

    Registration
    Statement on Form S-1

    Registration
    No. 333-274435

Dear
Mr. Anderegg and Ms. Lopez Molina:

On
behalf of our client, Healthy Choice Wellness Corp., a Delaware corporation (the “Company” or “HCWC”),
we are hereby resubmitting to the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”)
this letter setting forth the Company’s response to the comments contained in the Staff’s letter dated May 9, 2023 regarding
the Company’s draft registration statement on Form S-1 submitted confidentially via EDGAR to the Commission on April 10, 2023 (the
“DRS”). This letter amends the letter submitted on September 8, 2023, solely to correct scrivener’s errors with
respect to the page number references in our responses to comments 3 and 4.

This
letter is being filed with the Commission in connection with the Company’s registration statement on Form S-1 (“Form S-1”)
that was filed on September 8, 2023. The Form S-1 is comprised of (1) a prospectus for the sale of 400,000 shares of HCWC Class A common
stock (“the “IPO Prospectus”) and (2) a prospectus in connection with the spin off of all of the HCWC common
stock by Healthier Choices Management Corp. (the “Spin Off Prospectus”).

The
Staff’s comment is repeated below and is followed by the Company’s response in bold. Capitalized terms used but not otherwise
defined herein have the meanings set forth in the S-1.

Financing,
page 35

1.
We note your written responses to comments 8 and 20 in which you state that you have revised your disclosures on page 35 concerning the
material terms of the equity financing secured for SpinCo. However, we could not find the corresponding revised disclosures. Please revise
to provide responsive disclosure to comments 8 and 20 and provide a description of the material terms of the equity financing, identify
the related persons party to the agreement, if any, and disclose the section of the Securities Act or rule under which exemption from
registration is claimed and state briefly the facts relied upon to make the exemption available.

Response:
The Company acknowledges the Staff’s comment and has revised the disclosure on page 29 of the IPO Prospectus to describe the material
terms of the equity financing secured for SpinCo.

LEGAL\63536682\4200
South Biscayne Boulevard 30th Floor, Miami, FL 33131

305.704.5940
800.215.2137 305.704.5955 Fax cozen.com

United
States Securities and Exchange Commission

September
11, 2023

Page
2

The
following disclosure was added:

“Pursuant
to the Securities Purchase Agreement (“HCMC Series E SPA”), the purchasers of HCMC Series E Stock will also be required to
purchase Series A Preferred Stock of HCWC in the same subscription amounts that the Purchasers paid for the HCMC Series E Stock. The
closing of the sale of the Series A Preferred Stock is expected to be within forty-five days of the completion of the Spin-Off transaction.
The purchase price will be $1,000 per share of HCWC Series A Preferred Stock.

The
initial conversion price for the Series A Preferred Stock is $10.00 per share. On the 40th calendar day (“Reset Date”) after
the effectiveness of the Spin-Off, the conversion price will be reset in the event the closing price of the Class A common stock on such
date is less than $10.00 per share. The reset conversion price will equal a 10% discount to the 5-day volume weighted average price measured
using the 5 trading days preceding the Reset Date; provided, however, in no instance will the conversion price be reset below $3.00 per
share. The holders of the HCWC Series A Preferred Stock shall have voting rights on as converted basis. HCWC will register for resale
of the HCWC Class A common stock issuable upon conversion of the HCWC Series A Preferred Stock. The proceeds from the sale of the Series
A Preferred Stock will be used for general corporate purposes and potential acquisitions.

The
expectation is the issuance of the Series A Preferred Stock will be exempt from registration under the Securities Act pursuant to Section
4(a)(2) of the Securities Act, and Rule 506 promulgated thereunder. The Series A Preferred Stock is being purchased by five institutional
investors that would be deemed “accredited investors” as defined in Rule 501(a). Neither HCMC nor HCWC engaged in any general
solicitation or public advertising in connection with the offering of the Series A Preferred Stock.”

The
Company will file the Securities Purchase Agreement (“SPA”) for the Series A Preferred Stock together with the related Certificate
of Designations once they are executed and effective. The forms of such agreement have already been negotiated and agreed to pursuant
to Section 4.14 the terms of HCMC Series E SPA and the purchasers of the HCMC Series E Stock have agreed to execute the SPA in the form
that was attached to the HCMC Series E SPA. Upon ten days prior notice following the Spin-Off, each investor is required to fund its
agreed upon amount pursuant to the SPA.

United
States Securities and Exchange Commission

September
11, 2023

Page
3

Reasons
for the Split-Off, page 36

2.
We note your response to comment 10. Please expand your discussion in this section to describe the process utilized to evaluate the alternatives
discussed. Please describe the reasons you did not further consider any alternative and explain why the HCMC Board did not believe the
alternatives to be the “best course of action to create stockholder value for the HCMC stockholders.”

Response:
The Company acknowledges the Staff’s comment and has revised the disclosure on pages 14 and 15 of the Spin Off Prospectus to discuss
the process utilized by HCMC and its board of directors to examine and evaluate strategic alternatives to create stockholder value for
the HCMC stockholders.

3.
We note that you refer to a third-party valuation. Please provide the related consent. Refer to Section 436(b) of Regulation C and Item
601(b)(23) of Regulation S-K.

Response:
The Company acknowledges the Staff’s comment but the Company does not believe this consent will be required under Section 436(b)
of Regulation C as the third-party valuation is no longer being “quoted or summarized” in the Form S-1. The Company has modified
its disclosure on page 17 of the Spin Off Prospectus to reflect the factors related to the determination of the distribution ratio of
the Common Stock in the Spin-Off transaction, including the advice of its outside advisors and previous third party valuation of the
Company and its subsidiaries. Because the valuation is only one of several factors being considered by the underwriter in the pricing
of the offering, the Company is no longer relying on such valuation as the primary basis for the “opening price” of the Class
A common stock.

Selected
Unaudited Pro Forma condensed Combined Carve-Out Financial Information, page 43

4.
Please revise your introduction paragraph to describe all transactions reflected in the pro forma financial statements, including the
issuance of 13,250 shares of Series A Convertible Preferred Stock and $3 million investment from HCMC. Refer to Rule 11¬02(a)(2)
of Regulation S-X.

Response:
The Company acknowledges the Staff’s comment and has revised the disclosure on pages 36 through 38 of the IPO Prospectus
to address the Staff’s request with respect to describing all transactions reflected in the pro forma financial statements.

5.
Please remove the reconciliation of adjusted EBITDA (loss) income from your unaudited pro forma condensed combined carve-out statement
of operations. Refer to Item 10(e)(1)(ii)(D) of Regulation S-K.

Response:
The Company acknowledges the Staff’s comment and has revised the disclosure in the IPO Prospectus to address the Staff’s
request to remove the reconciliation of adjusted EBITDA (loss) income from the unaudited pro forma condensed combined carve-out statement
of operations.

United
States Securities and Exchange Commission

September
11, 2023

Page
4

6.
We note your response to comment 13. Please tell us how you have reflected the elimination of parent investment, issuance and distribution
of your common stock, and issuance of your Series A Convertible Preferred Stock in your pro forma condensed combined carve-out balance
sheet and earnings per share calculations in the pro forma statement of operations. This comment also applies to your capitalization
table disclosure on page 41.

Response:
The Company acknowledges the Staff’s comment and has revised the disclosure on pages 31 and 32 of the IPO Prospectus to address
the Staff’s request. The pro-forma balance sheet and the capitalization table contain an “Adjustment” column which
reflects the elimination of the parent investment, issuance and distribution of common stock and the issuance of the Series A Convertible
Preferred. This “Adjustment” column contains explanatory footnotes detailing the previous reference matters.

General

7.
We note your response to comment 17 that you would provide financial statements for Mothers Earth’s Storehouse and Green’s
Natural Foods, Inc. pursuant to Rule 8-04 of Regulation S-X in Amendment No. 1. However, we were not able to locate these financial statements.
Please explain or address this comment.

Response:
The Company acknowledges the Staff’s comment but the Company no longer believes the inclusion of these financial statements for
Mothers Earth’s Storehouse and Green’s Natural Foods, Inc. in the IPO Prospectus is necessary. The financial information
for these acquired entities is reflected in the audited consolidated financial statements of the Company for the twelve-month period
ended December 31, 2022. Neither acquired business is at a level of significance to the registrant that Rule 3-05 Financial Statements
would be required in registration statement for the pre-acquisition periods in question.

8.
In a future filing, please file the filling fee table as an exhibit to this registration statement. Refer to Item 601(b)(107) of Regulation
S-K.

Response:
The Company has added the filling fee table as Exhibit 107 to the Form S-1.

9.
We are still considering your response to comments 1 and 2 and may have additional comments.

Response:
The Company appreciates the Staff’s acknowledgement that it continues to review our responses to comments 1 and 2 of the Staff’s
initial letter dated March 13, 2023. Please let us know if the Company can provide any additional information or clarifications to expedite
your review of our previous responses.

Thank
you for your prompt attention to the Company’s response to the Staff’s comments to the Registration Statement. If you have
any questions or comments regarding these responses or if you require any additional information, please feel free to contact me at 305.401.4199.

Sincerely,

    /s/
    Martin T. Schrier

    Martin
    T. Schrier

    cc:
    John
    Ollet

CORRESP
1
filename1.htm

    September 8, 2023
    Martin T. Schrier

    VIA EDGAR
    Direct Phone
    305-704-5954

    Direct Fax
    786-220-0209

    mschrier@cozen.com

United
States Securities and Exchange Commission

100
F. Street, N.E.

Washington,
D.C. 20549

    Attention:
    Scott
    Anderegg

    Jennifer
    Lopez Molina

    Re:
    Healthy
    Choice Wellness Corp.

    Registration
    Statement on Form S-1

    CIK
    No. 001948864

Dear
Mr. Anderegg and Ms. Lopez Molina:

On
behalf of our client, Healthy Choice Wellness Corp., a Delaware corporation (the “Company” or “HCWC”),
we are hereby submitting to the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”)
this letter setting forth the Company’s response to the comment contained in the Staff’s letter dated May 9, 2023 regarding
the Company’s draft registration statement on Form S-1 submitted confidentially via EDGAR to the Commission on April 10, 2023 (the
“DRS”).

This
letter is being filed with the Commission with the Company’s registration statement on Form S-1 (“Form S-1”).
The Form S-1 is comprised of (1) a prospectus for the sale of 400,000 shares of HCWC Class A common stock (“the “IPO Prospectus”)
and (2) a prospectus in connection with the spin off of all of the HCWC common stock by Healthier Choices Management Corp. (the “Spin
Off Prospectus”).

The
Staff’s comment is repeated below and is followed by the Company’s response in bold. Capitalized terms used but not otherwise
defined herein have the meanings set forth in the S-1.

Financing,
page 35

1. We
note your written responses to comments 8 and 20 in which you state that you have revised your disclosures on page 35 concerning the
material terms of the equity financing secured for SpinCo. However, we could not find the corresponding revised disclosures. Please revise
to provide responsive disclosure to comments 8 and 20 and provide a description of the material terms of the equity financing, identify
the related persons party to the agreement, if any, and disclose the section of the Securities Act or rule under which exemption from
registration is claimed and state briefly the facts relied upon to make the exemption available.

Response:
The Company acknowledges the Staff’s comment and has revised the disclosure on page 29 of the IPO Prospectus to describe the material
terms of the equity financing secured for SpinCo.

LEGAL\63536682\4200
South Biscayne Boulevard 30th Floor, Miami, FL 33131

305.704.5940 800.215.2137 305.704.5955
Fax cozen.com

United States Securities and Exchange Commission

September 8, 2023

Page 2

The
following disclosure was added:

“Pursuant
to the Securities Purchase Agreement (“HCMC Series E SPA”), the purchasers of HCMC Series E Stock will also be required to
purchase Series A Preferred Stock of HCWC in the same subscription amounts that the Purchasers paid for the HCMC Series E Stock. The
closing of the sale of the Series A Preferred Stock is expected to be within forty-five days of the completion of the Spin-Off transaction.
The purchase price will be $1,000 per share of HCWC Series A Preferred Stock.

The
initial conversion price for the Series A Preferred Stock is $10.00 per share. On the 40th calendar day (“Reset Date”) after
the effectiveness of the Spin-Off, the conversion price will be reset in the event the closing price of the Class A common stock on such
date is less than $10.00 per share. The reset conversion price will equal a 10% discount to the 5-day volume weighted average price measured
using the 5 trading days preceding the Reset Date; provided, however, in no instance will the conversion price be reset below $3.00 per
share. The holders of the HCWC Series A Preferred Stock shall have voting rights on as converted basis. HCWC will register for resale
of the HCWC Class A common stock issuable upon conversion of the HCWC Series A Preferred Stock. The proceeds from the sale of the Series
A Preferred Stock will be used for general corporate purposes and potential acquisitions.

The
expectation is the issuance of the Series A Preferred Stock will be exempt from registration under the Securities Act pursuant to Section
4(a)(2) of the Securities Act, and Rule 506 promulgated thereunder. The Series A Preferred Stock is being purchased by five institutional
investors that would be deemed “accredited investors” as defined in Rule 501(a). Neither HCMC nor HCWC engaged in any general
solicitation or public advertising in connection with the offering of the Series A Preferred Stock.”

The
Company will file the Securities Purchase Agreement (“SPA”) for the Series A Preferred Stock together with the related Certificate
of Designations once they are executed and effective. The forms of such agreement have already been negotiated and agreed to pursuant
to Section 4.14 the terms of HCMC Series E SPA and the purchasers of the HCMC Series E Stock have agreed to execute the SPA in the form
that was attached to the HCMC Series E SPA. Upon ten days prior notice following the Spin-Off, each investor is required to fund its
agreed upon amount pursuant to the SPA.

United States Securities and Exchange Commission

September 8, 2023

Page 3

Reasons
for the Split-Off, page 36

2. We
note your response to comment 10. Please expand your discussion in this section to describe the process utilized to evaluate the alternatives
discussed. Please describe the reasons you did not further consider any alternative and explain why the HCMC Board did not believe the
alternatives to be the “best course of action to create stockholder value for the HCMC stockholders.”

Response:
The Company acknowledges the Staff’s comment and has revised the disclosure on pages 14 and 15 of the Spin Off Prospectus to discuss
the process utilized by HCMC and its board of directors to examine and evaluate strategic alternatives to create stockholder value for
the HCMC stockholders.

3. We
note that you refer to a third-party valuation. Please provide the related consent. Refer to Section 436(b) of Regulation C and Item
601(b)(23) of Regulation S-K.

Response:
The Company acknowledges the Staff’s comment but the Company does not believe this consent will be required under Section 436(b)
of Regulation C as the third-party valuation is no longer being “quoted or summarized” in the Form S-1. The Company has modified
its disclosure on page 30 of the Spin Off Prospectus to reflect the factors related to the determination of the distribution ratio of
the Common Stock in the Spin-Off transaction, including the advice of its outside advisors and previous third party valuation of the
Company and its subsidiaries. Because the valuation is only one of several factors being considered by the underwriter in the pricing
of the offering, the Company is no longer relying on such valuation as the primary basis for the “opening price” of the Class
A common stock.

Selected
Unaudited Pro Forma condensed Combined Carve-Out Financial Information, page 43

4. Please
revise your introduction paragraph to describe all transactions reflected in the pro forma financial statements, including the issuance
of 13,250 shares of Series A Convertible Preferred Stock and $3 million investment from HCMC. Refer to Rule 11¬02(a)(2) of Regulation
S-X.

Response:
The Company acknowledges the Staff’s comment and has revised the disclosure on pages 35 and 36 of the IPO Prospectus to address
the Staff’s request with respect to describing all transactions reflected in the pro forma financial statements.

5. Please
remove the reconciliation of adjusted EBITDA (loss) income from your unaudited pro forma condensed combined carve-out statement of operations.
Refer to Item 10(e)(1)(ii)(D) of Regulation S-K.

Response:
The Company acknowledges the Staff’s comment and has revised the disclosure in the IPO Prospectus to address the Staff’s
request to remove the reconciliation of adjusted EBITDA (loss) income from the unaudited pro forma condensed combined carve-out statement
of operations.

United States Securities and Exchange Commission

September 8, 2023

Page 4

6. We
note your response to comment 13. Please tell us how you have reflected the elimination of parent investment, issuance and distribution
of your common stock, and issuance of your Series A Convertible Preferred Stock in your pro forma condensed combined carve-out balance
sheet and earnings per share calculations in the pro forma statement of operations. This comment also applies to your capitalization
table disclosure on page 41.

Response:
The Company acknowledges the Staff’s comment and has revised the disclosure on pages 31 and 32 of the IPO Prospectus to address
the Staff’s request. The pro-forma balance sheet and the capitalization table contain an “Adjustment” column which
reflects the elimination of the parent investment, issuance and distribution of common stock and the issuance of the Series A Convertible
Preferred. This “Adjustment” column contains explanatory footnotes detailing the previous reference matters.

General

7. We
note your response to comment 17 that you would provide financial statements for Mothers Earth’s Storehouse and Green’s Natural
Foods, Inc. pursuant to Rule 8-04 of Regulation S-X in Amendment No. 1. However, we were not able to locate these financial statements.
Please explain or address this comment.

Response:
The Company acknowledges the Staff’s comment but the Company no longer believes the inclusion of these financial statements
for Mothers Earth’s Storehouse and Green’s Natural Foods, Inc. in the IPO Prospectus is necessary. The financial information
for these acquired entities is reflected in the audited consolidated financial statements of the Company for the twelve-month period
ended December 31, 2022. Neither acquired business is at a level of significance to the registrant that Rule 3-05 Financial Statements
would be required in registration statement for the pre-acquisition periods in question.

8. In
a future filing, please file the filling fee table as an exhibit to this registration statement. Refer to Item 601(b)(107) of Regulation
S-K.

Response:
The Company has added the filling fee table as Exhibit 107 to the Form S-1.

9. We
are still considering your response to comments 1 and 2 and may have additional comments.

Response:
The Company appreciates the Staff’s acknowledgement that it continues to review our responses to comments 1 and 2 of the Staff’s
initial letter dated March 13, 2023. Please let us know if the Company can provide any additional information or clarifications to expedite
your review of our previous responses.

Thank
you for your prompt attention to the Company’s response to the Staff’s comments to the Registration Statement. If you have
any questions or comments regarding these responses or if you require any additional information, please feel free to contact me at 305.401.4199.

Sincerely,

    /s/
    Martin T. Schrier

    Martin
    T. Schrier

    cc:
    John
    Ollet

United States securities and exchange commission logo
May 9, 2023
Jeffrey Holman
Chief Executive Officer
Healthy Choice Wellness Corp.
3800 North 28th Way
Hollywood, FL 33020
Re:Healthy Choice Wellness Corp.
Amendment No. 1 to Draft Registration Statement on Form S-1
Submitted April 10, 2023
CIK No. 0001948864
Dear Jeffrey Holman:
            We have reviewed your amended draft registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Amendment No. 1 to Draft Registration Statement on Form S-1 Submitted April 10, 2023
Financing, page 35
1.We note your written responses to comments 8 and 20 in which you state that you have
revised your disclosures on page 35 concerning the material terms of the equity financing
secured for SpinCo.  However, we could not find the corresponding revised disclosures.
Please revise to provide responsive disclosure to comments 8 and 20 and provide a
description of the material terms of the equity financing, identify the related persons party
to the agreement, if any, and disclose the section of the Securities Act or rule under which
exemption from registration is claimed and state briefly the facts relied upon to make the
exemption available.

 FirstName LastNameJeffrey Holman
 Comapany NameHealthy Choice Wellness Corp.
 May 9, 2023 Page 2
 FirstName LastName
Jeffrey Holman
Healthy Choice Wellness Corp.
May 9, 2023
Page 2
Reasons for the Split-Off, page 36
2.We note your response to comment 10.  Please expand your discussion in this section to
describe the process utilized to evaluate the alternatives discussed. Please describe the
reasons you did not further consider any alternative and explain why the HCMC Board
did not believe the alternatives to be the "best course of action to create stockholder value
for the HCMC stockholders."
3.We note that you refer to a third-party valuation. Please provide the related consent. Refer
to Section 436(b) of Regulation C and Item 601(b)(23) of Regulation S-K.
Selected Unaudited Pro Forma condensed Combined Carve-Out Financial Information, page 43
4.Please revise your introduction paragraph to describe all transactions reflected in the pro
forma financial statements, including the issuance of 13,250 shares of Series A
Convertible Preferred Stock and $3 million investment from HCMC. Refer to Rule 11-
02(a)(2) of Regulation S-X.
5.Please remove the reconciliation of adjusted EBITDA (loss) income from your unaudited
pro forma condensed combined carve-out statement of operations.  Refer to Item
10(e)(1)(ii)(D) of Regulation S-K.
6.We note you response to comment 13.  Please tell us how you have reflected the
elimination of parent investment, issuance and distribution of your common stock, and
issuance of your Series A Convertible Preferred Stock in your pro forma condensed
combined carve-out balance sheet and earnings per share calculations in the pro forma
statement of operations.  This comment also applies to your capitalization table disclosure
on page 41.
General
7.We note your response to comment 17 that you would provide financial statements for
Mothers Earth’s Storehouse and Green’s Natural Foods, Inc. pursuant to Rule 8-04 of
Regulation S-X in Amendment No. 1.  However, we were not able to locate these
financial statements.  Please explain or address this comment.
8.In a future filing, please file the filling fee table as an exhibit to this registration statement.
Refer to Item 601(b)(107) of Regulation S-K.
9.We are still considering your response to comments 1 and 2 and may have additional
comments.

 FirstName LastNameJeffrey Holman
 Comapany NameHealthy Choice Wellness Corp.
 May 9, 2023 Page 3
 FirstName LastName
Jeffrey Holman
Healthy Choice Wellness Corp.
May 9, 2023
Page 3
            You may contact Suying Li at 202-551-3335 or Joel Parker at 202-551-3651 if you have
questions regarding comments on the financial statements and related matters. Please contact
Scott Anderegg at 202-551-3342 or Jennifer López Molina at 202-551-3792 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

United States securities and exchange commission logo
March 13, 2023
Jeffrey Holman
Chief Executive Officer
Healthy Choice Wellness Corp.
3800 North 28th Way
Hollywood, FL 33020
Re:Healthy Choice Wellness Corp.
Draft Registration Statement on Form S-1
Submitted February 14, 2023
CIK No. 0001948864
Dear Jeffrey Holman:
            We have reviewed your draft registration statement and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Draft Registration Statement on Form S-1 Submitted February 14, 2023
Cover page
1.We note your disclosure that "SpinCo intends to apply to have its Common Stock
authorized for listing on the NYSE American exchange under the symbol ..."  Please
advise us of the basis for your disclosure that the securities will be listed on the NYSE
American exchange. For example, please explain how the company will satisfy each
criterion for at least one of the listing standards on the exchange.  In this regard, we note
that HCMC is quoted on the OTC Pink market.
2.We note your disclosure that the shares of your common stock distributed to your
shareholders will be freely transferable and it appears that you will be creating a public
market for your common stock by listing your common stock on a national securities

 FirstName LastNameJeffrey Holman
 Comapany NameHealthy Choice Wellness Corp.
 March 13, 2023 Page 2
 FirstName LastNameJeffrey Holman
Healthy Choice Wellness Corp.
March 13, 2023
Page 2
exchange. In light of these facts, please tell us and revise your disclosure to address the
following:
•Discuss how your opening price will be set under the applicable U.S. national
securities exchange's rules;
•Describe the plan of distribution for your shareholders who are able to sell their
shares once a market has been established;
•Enhance your risk factor disclosure to acknowledge the risks of this listing, including
those related to price and volume uncertainty, if any; and
•Disclose whether you, or any third parties, have consulted with your shareholders
about their intentions to sell their shares. In this regard, we note your caption on page
63 entitled "Principal and Selling Stockholders."
3.Please revise to disclose the number of shares of SpinCo to be distributed in the spin-off
as required by Item 501(b)(2) of Regulation S-K.
Summary of the Business, page 2
4.Please revise here, or add a question and answer, where appropriate, to briefly and clearly
summarize the business and assets that will remain with HCMC and those that will remain
with SpinCo.
Summary of the Spin-Off
Emerging Growth Company Status, page 9
5.You have elected not to take advantage of the provision for emerging growth companies
that allows an extended transition period for complying with new or revised accounting
standards.  As such, please indicate by check mark on the cover page of your registration
statement your election not to use the extended transition period for complying with any
new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of
the Securities Act.
Risk Factors
Some of our contracts contain provisions requiring the consent of third parties in connection with
the Spin-Off..., page 21
6.Please disclose whether you have received the required consents from third parties in
connection with the Spin-Off.
Business, page 25
7.We note your disclosure on page 13 that UNFI is your primary supplier, "accounting for
approximately 36% and 25% of [y]our total purchases for fiscal 2022 and 2021." Please
disclose the material terms to your agreement with this supplier and file the agreement as
an exhibit to your registration statement. In the alternative, please explain why you are not
required to do so.

 FirstName LastNameJeffrey Holman
 Comapany NameHealthy Choice Wellness Corp.
 March 13, 2023 Page 3
 FirstName LastName
Jeffrey Holman
Healthy Choice Wellness Corp.
March 13, 2023
Page 3
Financing, page 35
8.We note your disclosure that HCMC secured equity financing for SpinCo from existing
investors. Please disclose the material terms of the agreements and file the agreements as
exhibits to your registration statement. Refer to Item 601(b)(10) of Regulation S-K.
The SpinOff, page 36
9.Please expand your disclosure to briefly explain how the financial terms of the spin-off
were determined, including the distribution ratio you will utilize.
Reasons for the Spin-Off, page 36
10.Please revise your disclosure to explain why you have opted to achieve the reasons you
disclose here by utilizing a spin-off. In this regard, it appears that there were other
methods available to you to achieve these reasons and it's not clear to what extent you
considered them and, if so, why this method was utilized.
Capitalization, page 41
11.Please explain how all other assets and total liabilities are relevant to determining
your capitalization or remove them from the capitalization table.  Please also remove your
capitalization table as of December 31, 2021 to provide the information of the latest
balance sheet provided.  Refer to 1(g) of Instructions as to Summary Prospectuses of Form
S-1.
Selected Unaudited Pro Forma condensed Combined Financial Information, page 45
12.Please amend to only present the pro forma balance sheet as of the end of the most recent
period presented in your filing.  Refer to Rule 11-02(c)(1) of Regulation S-X.
13.Please tell us your consideration for reflecting the impacts of the Spin-Off transaction;
such as the distribution of your common stock, contract agreements with HCMC related to
the Spin-Off, and operations as an autonomous entity, in your pro forma information, if
material.
Notes to Unaudited Pro Forma Condensed Combined Financial Information
Note 2. Adjustments to the Unaudited Pro Forma Condensed Combined Statements of
Operations for the year ending December 31, 2021, page 47
14.Please revise to provide the nature and amount for each adjustment item described in your
note for adjustment a.

 FirstName LastNameJeffrey Holman
 Comapany NameHealthy Choice Wellness Corp.
 March 13, 2023 Page 4
 FirstName LastName
Jeffrey Holman
Healthy Choice Wellness Corp.
March 13, 2023
Page 4
Material U.S. Federal Income Tax Consequences of The Spin-Off, page 73
15.Your disclosure suggests that you have not requested and do not intend to request a ruling
from the Internal Revenue Service that the distribution will qualify as a tax-free spin-off
under the U.S. tax laws. Please include this information here and in your risk factor
disclosure, if true.
Combined Financial Statements December 31, 2021 and 2020
Combined Statements of Cash Flows, page F-6
16.Please tell us why you have included the increase in net parent investment for corporate
overhead within operating activities rather than financing activities.
General
17.Please tell us your consideration of providing financial statements for Mothers Earth's
Storehouse and Green’s Natural Foods, Inc. pursuant to Rule 8-04 of Regulation S-X.
18.We note your disclosure on page 54 of the management of SpinCo.  We also note your
disclosure of your anticipated equity compensation plans on page 60.  However, you have
not provided disclosures on the compensation of your principal executive officer of
SpinCo. Please provide this disclosure. Refer to Item 402 of Regulation S-K.
19.Please tell us whether you intend to file the Separation Agreement, Tax Matters
Agreement, the Employee Matters Agreement and the Transition Service Agreement as
exhibits to your registration statement, or tell us why you do not believe you are required
to file these agreements. See Item 601(b)(10) of Regulation S-K.
20.We note your disclosure that SpinCo has entered into an agreement to sell and issue shares
of Series A Convertible Preferred Stock. Please describe the material terms of the
agreement, identify the related persons party to the agreement, if any, and include specific
risk factor disclosure to address the potential dilutive effect of these issuances. Please also
disclose the section of the Securities Act or rule under which exemption from
registration is claimed and state briefly the facts relied upon to make the exemption
available.
21.We note your disclosure that this will be a "tax-free" distribution. Please file a related tax
opinion, or tell us why you do not believe that such an opinion is required. See
Item 601(b)(8) of Regulation S-K and Section III.A.2 of Staff Legal Bulletin No. 19.

 FirstName LastNameJeffrey Holman
 Comapany NameHealthy Choice Wellness Corp.
 March 13, 2023 Page 5
 FirstName LastName
Jeffrey Holman
Healthy Choice Wellness Corp.
March 13, 2023
Page 5
            You may contact Suying Li at 202-551-3335 or Joel Parker at 202-551-3651 if you have
questions regarding comments on the financial statements and related matters.  Please contact
Scott Anderegg at 202-551-3342 or Jennifer López Molina at 202-551-3792 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services