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 Document Hydrofarm Holdings Group, Inc. 1510 Main Street Shoemakersville, PA 19555 December 8, 2025 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Re:    Acceleration Request of Hydrofarm Holdings Group, Inc. Registration Statement on Form S-3 filed on November 12, 2025 (File No. 333-291444) CIK No. 0001695295 To Whom It May Concern: Pursuant to Rule 461 under the Securities Act of 1933, as amended, Hydrofarm Holdings Group, Inc., a Delaware corporation, hereby requests that the effective date of the above-referenced Registration Statement be accelerated so that it may become effective at 4:00 p.m., Eastern time, on Wednesday, December 10, 2025, or as soon thereafter as practicable. Once the Registration Statement has been declared effective, we request that you orally confirm that event with our counsel, Cozen O’Connor P.C., by calling Seth Popick at (412) 620-6527. Thank you for your attention to this matter. Very truly yours, Hydrofarm Holdings Group, Inc. By: /s/William Toler William Toler Chief Executive Officer

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Hydrofarm Holdings Group, Inc.

1510 Main Street

Shoemakersville, PA 19555

November 17, 2022

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Trade & Services

100 F Street, N.E.

Washington, D.C. 20549

Attention: Janice Adeloye

    Re:
    Hydrofarm Holdings Group, Inc.

    Registration Statement on Form S-3

    Filed on November 9, 2022

    File No. 333-268270 (the “Registration Statement”)

    Acceleration Request

Dear Ms. Adeloye:

In accordance with Rule 461
of Regulation C promulgated under the Securities Act of 1933, as amended, Hydrofarm Holdings Group, Inc. (the “Registrant”)
hereby respectfully requests that the Securities and Exchange Commission accelerate the effective date of the above-referenced Registration
Statement to Monday, November 21, 2022, at 4:01 p.m., Eastern Time, or as soon as thereafter practicable.

The cooperation of the staff
in meeting the timetable described above is very much appreciated.

Please contact Kenneth R.
Koch, of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C., counsel to the Registrant, at (212) 692-6768 with any questions regarding
this request.

    Very truly yours,

    Hydrofarm Holdings Group, Inc.

    By:
    /s/ B. John Lindeman

    B. John Lindeman

    Chief Financial Officer

cc:       Mintz, Levin, Cohn,
Ferris, Glovsky and Popeo, P.C.

Kenneth R. Koch, Esq.

United States securities and exchange commission logo
November 16, 2022
John Linderman
Chief Financial Officer
Hydrofarm Holdings Group, Inc.
1510 Main Street
Shoemakersville, PA 19555
Re:Hydrofarm Holdings Group, Inc.
Registration Statement on Form S-3
Filed on November 9, 2022
File No. 333-268270
Dear John Linderman:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Janice Adeloye at 202-551-3034 or Brian Fetterolf at 202-551-6613 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

United States securities and exchange commission logo
September 14, 2022
John Lindeman
Chief Financial Officer
Hydrofarm Holdings Group, Inc.
1510 Main Street
Shoemakersville, Pennsylvania 19526
Re:HYDROFARM HOLDINGS GROUP, INC.
Form 10-K for the Fiscal Year Ended December 31, 2021
Filed March 1, 2022
File No. 1-39773
Dear Mr. Lindeman:
            We have completed our review of your filing.  We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

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Hydrofarm Holdings Group, Inc.

1510 Main Street

Shoemakersville, Pennsylvania 19526

September 1, 2022

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

Office of Energy & Transportation

100 F Street, NE

Washington, D.C. 20549

Attention: Ta Tanisha Meadows and Angela Lumley

    Re:

    Hydrofarm Holdings Group, Inc.

    Form 10-K for the Fiscal Year Ended December 31, 2021

    Filed March 1, 2022

    File No. 1-39773

Dear Ta Tanisha Meadows and Angela Lumley:

This letter sets forth the responses of Hydrofarm
Holdings Group, Inc. (the “Company”) to the comments of the staff of the Division of Corporation Finance (the “Staff”)
of the Securities and Exchange Commission set forth in your letter, dated August 19, 2022, with respect to the above referenced Annual
Report on Form 10-K for the year ended December 31, 2021 (the “Form 10-K”). Capitalized terms used but not otherwise
defined herein shall have the meanings ascribed thereto in the Form 10-K.

The text of the Staff’s comments has been
included in this letter for your convenience, and we have numbered the paragraphs below to correspond to the numbers in the Staff’s
letter. For your convenience, we have also set forth the Company’s response to each of the numbered comments immediately below each
numbered comment.

Form 10-K

 1. Wherever you present “Adjusted EBITDA as a percent of sales,” please revise to also present Net income (loss) as a
percent of sales. Where presenting Non-GAAP measures, please present the comparable GAAP measure with equal or greater prominence.
Refer to Item 10(e)(1)(i)(A) of Regulation S-K and Question 102.10 of the staff’s Compliance and Disclosure Interpretations
on Non-GAAP Financial Measures.

Response: The Company acknowledges the Staff’s
comment and respectfully advises the Staff that in future filings, the Company will present any Non-GAAP measures, along with the most
directly comparable GAAP measures with equal or greater prominence, consistent with Item 10(e)(1)(i)(A) of Regulation S-K and Question
102.10 of the Staff’s Compliance and Disclosure Interpretations on Non-GAAP Financial Measures. Specifically, the Company will present
the comparable GAAP measure of Net income (loss) as a percent of sales with equal or greater prominence than the Non-GAAP measure of Adjusted
EBITDA as a percent of sales.

 2. Please tell how you considered the guidance in Rule 1-02(w), Rule 3-05, and Rules 11-01 and 11-02 of Regulation S-X for the
acquisitions that occurred during 2021.

Response: The Company acknowledges the Staff’s
comment and respectfully advises the Staff that it analyzed the significance of the five acquisitions that occurred during 2021 pursuant
to Rule 1-02(w), Rule 3-05, and Rules 11-01 and 11-02 of Regulation S-X. None of the 2021 acquisitions were a related business pursuant
to Rule 3-05 (a)(3)(i)-(iii).

September 1, 2022

Page 2

Of the five acquisitions that occurred during 2021, the
Company’s acquisition of Aurora Innovations (“Aurora”) resulted in the most significance with respect to the
investment test, asset test, and income test under Rule 1-02(w). With respect to the investment test under Rule 1-02(w)(1)(i), the Company
analyzed its investment in the acquired business as a percentage of the aggregate worldwide market value of its common stock. The Company
advises the Staff that its investment in Aurora was $178.9 million which, as a percentage, represented 7.7% of the average of the Company’s
aggregate worldwide market value, which was approximately $2.3 billion, calculated daily for the last five trading days of May 2021, the Company’s most recently completed
month ended prior to the announcement of the acquisition of Aurora.

With respect to the asset test under Rule 1-02(w)(1)(ii),
the Company compared its total assets of $275.8 million as of December 31, 2020, the end of its most recent fiscal year, to Aurora’s
assets of $38.5 million as of December 31, 2020, and concluded that the Aurora assets represented 14.0% of the Company’s total assets.

With respect to the income test under Rule
1-02(w)(1)(iii), the Company analyzed the revenue component of Rule 1-02(w)(1)(iii)(A)(2). The Company compared its revenue of
$342.2 million for the most recent fiscal year ended December 31, 2020 to the revenue of Aurora of $45.5 million for the year ended
December 31, 2020, and concluded that Aurora represented 13.3% of the Company’s revenue. The revenue component represented the
lower result of the two components (income and revenue). The income test did not result in significance since the income component
and the revenue component were not both above 20%.

Based on the above, the Company concluded that, as neither
the investment test, the asset test, nor the income test exceeded the 20% significance threshold, and accordingly, no historical or pro
forma financial statements were required for Aurora under Rule 3-05 or Article 11 of Regulation S-X.

The Company performed the same investment test, asset test,
and income test under Rule 1-02(w) for each of the other four acquisitions of Heavy 16, House and Garden, Greenstar, and Innovative Growers
Equipment, Inc., that occurred during 2021 and none exceeded the 20% significance threshold.

Although the aggregation standard is not applicable for
reports on Form 10-K, the Company further analyzed all 2021 acquisitions to determine if the aggregate 50% significance test was met with
respect to the investment test, asset test, and income test. The aggregate significance of the investment test including all 2021 acquisitions
was 25.1%. The aggregate significance of the asset test including all 2021 acquisitions was 36.6%. The aggregate significance of the income
test including all 2021 acquisitions using the revenue component was 43.8%. The revenue component represented the lower result of the
two components (income and revenue). The Company and each of the 2021 acquisitions had material revenue during the past two fiscal years.

The Company determined that no significance tests were met,
and therefore concluded that the financial statements and pro forma information, pursuant to Rule 3-05 and Rules 11-01 and 11-02 of Regulation
S-X, were not required for the acquisitions that occurred during 2021.

3. Please provide the applicable disclosures required by ASC 820-10-50-2.

Response: Although we believe that the applicable
disclosures were either included elsewhere within the footnotes or were not material, we recognize that it would be more appropriate to
provide additional disclosure or cross references to other footnotes in the fair value footnote. Accordingly, the Company respectfully
acknowledges the Staff's comment and respectfully advises the Staff that in future filings the Company will provide additional disclosure
and cross references to the assets and liabilities for which fair value disclosure is required.

Set forth below is a discussion of the classes of assets
and liabilities in the fair value table in the Form 10-K which had a carrying value as of December 31, 2021, including, where applicable,
a reference to the footnote in which the valuation process relating to such item was discussed, and certain additional discussion for
informational purposes.

September 1, 2022

Page 3

 · Cash, cash equivalents, and restricted cash included funds deposited in banks
as described in Note 2 – Basis of Presentation and Significant Accounting Policies, and the carrying values approximated
fair values due to their short-term maturities.

 · The note receivable was measured at fair value on a nonrecurring basis and
was secured by collateral. As there was no material change in the balance during the fiscal year ended December 31, 2021, no voluntary
disclosure was included.

 · Contingent consideration was recognized at fair value based on Level 3 measurements.
The fair value of the contingent consideration at acquisition date, and as of December 31, 2021, were disclosed in Note 3 – Business
Combinations. The Company’s Consolidated Statement of Cash Flows quantified the change in the fair value of contingent consideration
during the fiscal year ended December 31, 2021. The valuation methodology and inputs used in the fair value measurement, and the line
item in the Consolidated Statement of Operations where changes to the fair value were recognized, were disclosed in Note 3– Business
Combinations.

 · The Company’s Term Loan was not measured at fair value in the Consolidated
Balance Sheet. The Term Loan fair value was provided for disclosure purposes and was based on bank quotes which were considered Level
2 measurements. Other debt was primarily comprised of finance lease obligations and was not measured at fair value in the Consolidated
Balance Sheet. Other debt fair value was provided for disclosure purposes, and the estimated fair value approximated the carrying value
given the applicable interest rates and the nature of the security interest in the Company’s assets, which were considered Level
3 measurements. As there was no material change in the balance during the fiscal year ended December 31, 2021, no voluntary disclosure
was included.

The Company did not have any transfers between levels within
the fair value hierarchy. An accounting policy with respect to fair value measurements was provided in Note 2 – Basis of Presentation
and Significant Accounting Policies.

We hope that the foregoing has been responsive
to the Staff’s comments. If you have any questions related to this letter, please contact Kenneth R. Koch of Mintz, Levin, Cohn,
Ferris, Glovsky and Popeo, P.C. at (212) 692-6768.

    Sincerely

    By:
    /s/ B. John Lindeman

    Name:
    B. John Lindeman

    Title:
    Chief Financial Officer

cc: Kenneth R. Koch, KRKoch@mintz.com

United States securities and exchange commission logo
August 19, 2022
John Lindeman
Chief Financial Officer
Hydrofarm Holdings Group, Inc.
1510 Main Street
Shoemakersville, Pennsylvania 19526
Re:HYDROFARM HOLDINGS GROUP, INC.
Form 10-K for the Fiscal Year Ended December 31, 2021
Filed March 1, 2022
File No. 1-39773
Dear Mr. Lindeman:
            We have limited our review of your filing to the financial statements and related
disclosures and have the following comments.  In some of our comments, we may ask you to
provide us with information so we may better understand your disclosure.
            Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Form 10-K for the Fiscal Year Ended December 31, 2021
Management's Discussion and Analysis of Financial Condition and Results of Operations
Non-GAAP Financial Measures, page 65
1.Wherever you present "Adjusted EBITDA as a percent of sales," please revise to also
present Net income (loss) as a percent of sales. Where presenting Non-GAAP measures,
please present the comparable GAAP measure with equal or greater prominence. Refer to
Item 10(e)(1)(i)(A) of Regulation S-K and Question 102.10 of the staff's Compliance and
Disclosure Interpretations on Non-GAAP Financial Measures.
Note 3. Business Combinations, page 90
2.Please tell how you considered the guidance in Rule 1-02(w), Rule 3-05, and Rules 11-01
and 11-02 of Regulation S-X for the acquisitions that occurred during 2021.

 FirstName LastNameJohn Lindeman
 Comapany NameHydrofarm Holdings Group, Inc.
 August 19, 2022 Page 2
 FirstName LastName
John Lindeman
Hydrofarm Holdings Group, Inc.
August 19, 2022
Page 2
Note 16. Fair Value Measurements, page 118
3.Please provide the applicable disclosures required by ASC 820-10-50-2.
            In closing, we remind you that the company and its management are responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or
absence of action by the staff.
            You may contact Ta Tanisha Meadows at (202) 551-3322 or Angela Lumley at (202)
551-3398 with any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

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Hydrofarm Holdings Group, Inc.

290 Canal Road,

Fairless Hills, Pennsylvania 19030

(707) 765-9990

June 14, 2021

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporate Finance

100 F Street, N.E.

Washington, D.C. 20549

Attn: Cara Wirth

 Re: Hydrofarm Holdings Group, Inc.

                                         Registration Statement on Form S-1

                                         File No. 333-256938

                                         Acceleration Request

Dear Cara Wirth,

Pursuant to Rule 461 of
Regulation C promulgated under the Securities Act of 1933, as amended, Hydrofarm Holdings Group, Inc. (the “Company”) hereby
requests acceleration of the effective date of its Registration Statement on Form S-1 (File No. 333-256938) (the “Registration Statement”),
so that it may become effective at 4:00 p.m., Eastern Time, on Wednesday, June 16, 2021, or as soon as practicable thereafter.

Please call Kenneth
R. Koch of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C., counsel to the Company, at (212) 935-3000 with any comments or
questions regarding the Registration Statement.

    Very
    truly yours,

    Hydrofarm
    Holdings Group, Inc.

    /s/
    William Toler

    Name:
    William Toler

    Its:
    Chief Executive Officer

 cc: Kenneth R. Koch, Esq., Mintz, Levin, Cohn, Ferris,
Glovsky and Popeo, P.C.

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J.P. Morgan Securities LLC

383 Madison Avenue

New York, New York 10179

Stifel, Nicolaus & Company, Incorporated

One South Street, 15th Floor

Baltimore, Maryland 21202

April 26, 2021

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

 Re: Hydrofarm Holdings Group, Inc.

Registration
Statement on Form S-1 (File No. 333-255510)

Request for Acceleration of Effective Date

Ladies and Gentlemen:

In accordance with Rule 461 under the Securities
Act of 1933, as amended (the “Act”), we, as representatives of the several underwriters, hereby join in the request
of Hydrofarm Holdings Group, Inc. (the “Company”) for acceleration of the effective date of the above-named Registration
Statement so that it becomes effective at 4:00 PM, Eastern Time, on April 28, 2021, or as soon thereafter as practicable, or at such
other time as the Company or its outside counsel, Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C., request by telephone that such
Registration Statement be declared effective.

Pursuant to Rule 460 under the Act, we, as representatives of the several underwriters, wish to advise you that that there will be distributed
to each underwriter or dealer, who is reasonably anticipated to participate in the distribution of the securities, as many copies of the
preliminary prospectus included in the above-named Registration Statement as appears to be reasonable to secure adequate distribution
of the preliminary prospectus.

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

    Very truly yours,

    Acting severally on behalf of themselves
and the several underwriters

    J.P. MORGAN SECURITIES LLC

    By:
    /s/ Jaclyn Berkley

    Name:
    Jaclyn Berkley

    Title:
    Vice President

    STIFEL, NICOLAUS & COMPANY, INCORPORATED

    By:
    /s/ Craig DeDomenico

    Name:
    Craig DeDomenico

    Title:
    Managing Director, Equity Capital Markets

[Signature Page to Underwriters’ Acceleration
Request]

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Hydrofarm Holdings Group, Inc.

290 Canal Road

Fairless Hills, Pennsylvania 19030

(707) 765-9990

April 26, 2021

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention: Taylor Beech

RE: Hydrofarm Holdings Group, Inc.

                                            Registration Statement on Form S-1

  File No. 333-255510

  Acceleration Request

Dear Taylor Beech:

With respect to the above-referenced
Registration Statement on Form S-1 (the “Registration Statement”), and pursuant to Rule 461 of Regulation C promulgated
under the Securities Act of 1933, as amended, the undersigned hereby respectfully requests, on behalf of Hydrofarm Holdings Group, Inc.
(the “Company”), that the Securities and Exchange Commission, accelerate the effective date of the Registration Statement
to Wednesday, April 28, 2021, at 4:00 p.m. Eastern Time, or as soon as practicable thereafter.

Please call Kenneth R. Koch
of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C., counsel to the Company, at (212) 935-3000 with any comments or questions regarding
the Registration Statement.

    Very truly yours,

    Hydrofarm Holdings Group, Inc.

    By:
    /s/ William Toler

    Name:
    William Toler

    Title:
    Chief Executive Officer

cc:            Kenneth R. Koch, Esq., Mintz,
Levin, Cohn, Ferris, Glovsky and Popeo, P.C.

United States securities and exchange commission logo
April 9, 2021
William Toler
Chief Executive Officer
HYDROFARM HOLDINGS GROUP, INC.
290 Canal Road
Fairless Hills, Pennsylvania 19030
Re:HYDROFARM HOLDINGS GROUP, INC.
Draft Registration Statement on Form S-1
Submitted April 2, 2021
CIK No. 0001695295
Dear Mr. Toler:
            This is to advise you that we do not intend to review your registration statement.
            We request that you publicly file your registration statement no later than 48 hours prior
to the requested effective date and time. Please refer to Rules 460 and 461 regarding requests for
acceleration. We remind you that the company and its management are responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or
absence of action by the staff.
            Please contact Taylor Beech at 202-551-4515 with any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Kenneth Koch, Esq.

United States securities and exchange commission logo
January 22, 2021
William Toler
Chief Executive Officer
Hydrofarm Holdings Group, Inc.
2249 South McDowell Boulevard Ext.
Petaluma, California 94954
Re:Hydrofarm Holdings Group, Inc.
Draft Registration Statement on Form S-1
Submitted January 19, 2021
CIK No. 0001695295
Dear Mr. Toler:
            This is to advise you that we do not intend to review your registration statement.
            We request that you publicly file your registration statement no later than 48 hours prior
to the requested effective date and time. 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 Cara Wirth at (202) 551-7127 with any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Kenneth Koch

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Hydrofarm Holdings Group, Inc.

2249 South McDowell Boulevard Ext.

Petaluma, California 94954

(707) 765-9990

December 7, 2020

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention: Nick Lamparski

 RE: Hydrofarm Holdings Group, Inc.

Registration Statement on Form S-1

File No. 333-250037

Acceleration Request

Dear Mr. Lamparski:

With respect to the
above-referenced Registration Statement on Form S-1 (the “Registration Statement”), and pursuant to Rule 461 of Regulation
C promulgated under the Securities Act of 1933, as amended, the undersigned hereby respectfully requests, on behalf of Hydrofarm
Holdings Group, Inc. (the “Company”), that the Securities and Exchange Commission, accelerate the effective date of
the Registration Statement to Wednesday, December 9, 2020, at 4:00 p.m. Eastern Time, or as soon as practicable thereafter.

Please call Kenneth
R. Koch of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C., counsel to the Company, at (212) 935-3000 with any comments or
questions regarding the Registration Statement.

    Very truly yours,

    Hydrofarm Holdings Group, Inc.

    By:
    /s/ William Toler

    Name:
    William Toler

    Title:
    Chief Executive Officer

 cc: Kenneth R. Koch, Esq., Mintz, Levin, Cohn, Ferris,
Glovsky and Popeo, P.C.

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J.P. Morgan Securities LLC

383 Madison Avenue

New York, New York 10179

Stifel, Nicolaus & Company, Incorporated

One South Street, 15th Floor

Baltimore, Maryland 21202

December 7, 2020

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

 Re: Hydrofarm Holdings Group, Inc.

Registration Statement on Form S-1 (File
No. 333-250037)

Request for Acceleration of Effective Date

Ladies and Gentlemen:

In accordance with Rule 461 under the Securities
Act of 1933, as amended (the “Act”), we, as representatives of the several underwriters, hereby join in the
request of Hydrofarm Holdings Group, Inc. (the “Company”) for acceleration of the effective date of the above-named
Registration Statement so that it becomes effective at 4:00 PM, Eastern Time, on December 9, 2020, or as soon thereafter as practicable,
or at such other time as the Company or its outside counsel, Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C., request by telephone
that such Registration Statement be declared effective.

Pursuant to Rule 460 under the Act, we,
as representatives of the several underwriters, wish to advise you that 1,916 copies
of the Preliminary Prospectus included in the above-named Registration Statement, as amended, were distributed by the five underwriters
to whom the preliminary prospectus was furnished during the period from December 1, 2020 through the date hereof, to prospective
underwriters, institutions, dealers and others.

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

Very truly yours,

        Acting severally on behalf of themselves
        and the

        several underwriters

    J.P. MORGAN SECURITIES LLC

    By:
    /s/ Brittany Collier

    Name:
    Brittany Collier

    Title:
    Executive Director

    STIFEL, NICOLAUS & COMPANY, INCORPORATED

    By:
    /s/ Craig DeDomenico

    Name:
     Craig DeDomenico

    Title:
    Managing Director, Equity Capital Markets

    [Signature Page to Underwriters’ Acceleration Request]

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    Chrysler Center

                           666 Third Avenue

                           New York, NY 10017

                           212 935 3000

                           mintz.com

December 1, 2020

CONFIDENTIAL – VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

Office of Trade & Services

100 F Street, N.E.

Washington, D.C. 20549

 Attention: Jim Allegretto

Mara Ransom

Nicholas Lamparksi

Tony Watson

 Re: Hydrofarm Holdings Group, Inc.

Registration Statement on Form
S-1

Submitted November 12, 2020

CIK 0001695295

Ladies and Gentlemen:

This letter sets forth
the response of Hydrofarm Holdings Group, Inc. (the “Company”) to the comment letter, dated November 27, 2020,
of the staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission
(the “Commission”) with respect to the Company’s Registration Statement on Form S-1 publicly filed on
November 12, 2020 (the “Registration Statement”). Concurrently, the Company is submitting an amendment to the
Registration Statement (the “Amendment”).

In order to facilitate
your review, we have repeated each comment in its entirety in italicized text in the original numbered sequence and followed by
the Company’s response. When indicated, the responses below are contained in the Amendment. References to page numbers in
this letter refer to the pagination of the Amendment.

 1. Note 9. Stock Based Compensation, page F-68. We note your grant date fair value of your stock
options increased from $.21 to $1.28. Please tell us your consideration of disclosing the change in your significant assumptions
used to value your stock options for the period ended September 30, 2020. Refer to ASC 718-10-55-21.

Response: The Company
respectfully acknowledges the Staff’s comment and agrees that ASC 718-10-55-21 provides that an entity shall estimate the
fair value for a share option or similar instrument using valuation techniques or models that meet the requirements in ASC 718-10-55-11
and takes into account the exercise price, expected term, current value of the underlying share, volatility, dividend rate and
risk-free rate.

    Boston
    London
    Los
    Angeles
    New
    York
    San
    Diego
    San
    Francisco
    Washington

    MINTZ, LEVIN, COHN, FERRIS, GLOVSKY AND POPEO, P.C.

    MINTZ

December 1, 2020

Page 2

In accordance with the
guidance in ASC 718, the Company estimates the fair value of option-based awards using the Black-Scholes valuation model. The
following assumptions were used for the respective periods in 2020 and 2019 and reflect a 1-for-3.3712 reverse stock split of
the Company’s common stock effected on November 24, 2020:

    Nine months ended September 30,

    2020
    2019

    Fair value of common stock underlying the options
    $6.07 to $11.06
    $4.82

    Volatility
    50% to 55%
    30%

    Risk-free rate
    0.03% to 0.89%
    1.37% to 2.49%

    Dividend yield
    Nil
    Nil

    Expected term in years
    5.0 to 5.61
    5.0 to 5.62

An
important input into the Black-Scholes model is the fair value of common stock underlying the options. Such valuation is
the responsibility of, and determined by the Company, and uses valuation methods which include using
the discounted cash flow and guideline public company methods to value its common stock.

The weighted average fair value
per share of $0.71 (or $0.21 pre-split) for all outstanding options and the fair value of the common stock underlying the options
as of December 31, 2019 reflected the industry-wide slowdown that occurred between 2017 and 2018 and carried into 2019 which resulted
in, among other impacts, an inventory over-supply environment and depressed gross profit margins. Also, the exercise price per
share of $8.43 (or $2.50 pre-split) of all awards through 2019 was in excess of the underlying fair value of the common stock on
the grant date.

The change in the weighted average
fair value per share to $4.32 ($1.28 pre-split) for option grants during the nine months ended September 30, 2020, from the weighted
average fair value for options outstanding as of December 31, 2019, was due to a number of factors. Those factors impacting the
Company’s valuation of the underlying common stock in 2020 included a higher enterprise valuation due to an improvement in
financial performance, namely (i) an increase in net sales; and, (ii) a higher gross profit margin percentage primarily due to
a more favorable mix of proprietary and exclusive branded products which typically carry a higher gross margin and lower freight
cost. Another factor which impacted assumptions for the fair value of the common stock during the nine months ended September 30,
2020 was a higher probability of a successful initial public offering compared to assumptions for the nine months ended September
30, 2019. Also, the exercise prices for options granted after June 2020 were no longer in excess of the fair value of the
underlying common share which further increased the option value compared to awards previously granted in 2019. The volatility
for the nine months ended September 30, 2020 increased compared to the same period in 2019 as a result of increases in the volatilities
of the public comparable companies used to determine the Company’s volatility. As result of these factors, the weighted average
fair value per share of $0.71 for options outstanding as of January 1, 2020 was increased to a weighted average fair value per
share of $4.32 for options granted during the nine months ended September 30, 2020.

After further consideration,
the Company has expanded its disclosure of the changes in its significant assumptions used to value stock options for the period
ended September 30, 2020 on page F-69 of the Amendment. Based on the expanded disclosure, the Company believes it has complied
with the guidance in Regulation S-X, Rule 10-01(a)(5).

 2. Note 11. Subsequent Events, page F-70. We note your disclosure that vesting of the 1,000,000
restricted stock unit award was modified. Please tell us your consideration of disclosing the potential impact of the modified
vesting terms on your financial statements.

Response: The Company
respectfully acknowledges the Staff’s comment. The award for 296,630 units (1,000,000 pre-split) will be remeasured to its
fair value as of the date of modification in the fourth quarter but the value of the award will not be recognized as expense until
a performance condition dependent upon an initial public offering is met which is no earlier than the fourth quarter. The Company
has expanded the disclosure on page F-70 of the Amendment to clarify the potential impact on its financial statements and has revised
the disclosure to its Management Discussion & Analysis on page 71 of the Amendment, to provide an estimate of its fourth quarter
2020 share-based compensation expense which incorporates, among other things, its estimate of the impact of the modification to
the 1,000,000 pre-split restricted stock unit award.

    MINTZ

December 1, 2020

Page 3

 3. Exhibits. We note that you have filed your Amended and Restated Certificate of Incorporation
as Exhibit 3.1. Please ensure it clearly states, as you do on pages 52 and 132 of your registration statement, that the exclusive
forum provisions does not apply to any actions arising under the Securities Act or Exchange Act, or tell us how you will inform
investors in future filings.

Response: The Company
respectfully acknowledges the Staff's comment and notes that it filed a Certificate of Amendment to its Amended and Restated Certificate
of Incorporation (the “Certificate of Amendment”) with the Delaware Secretary of State on November 24, 2020,
which amends Article IX of the Amended and Restated Certificate of Incorporation to state that the exclusive forum provisions do
not apply to any actions arising under the Securities Act or Exchange Act. The Certificate of Amendment will be filed as Exhibit
3.2 to the Amendment.

If you have any questions
or comments in connection with this letter or the Amendment, please contact the undersigned by phone at (212) 692-6768 or via e-mail
at krkoch@mintz.com.

Very truly yours,

/s/ Kenneth R. Koch

Kenneth R.
Koch

 cc: William Toler, Chief Executive Officer (Hydrofarm Holdings
Group, Inc.)

B. John Lindeman, Chief
Financial Officer (Hydrofarm Holdings Group, Inc.)

United States securities and exchange commission logo
November 27, 2020
William Toler
Chief Executive Officer
Hydrofarm Holdings Group, Inc.
2249 South McDowell Boulevard
Petaluma, CA 94954
Re:Hydrofarm Holdings Group, Inc.
Registration Statement on Form S-1
Filed November 12, 2020
File No. 333-250037
Dear Mr. Toler:
            We have reviewed your registration statement and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Registration Statement on Form S-1 filed November 12, 2020
Interim Financial Statements
Note 9. Stock Based Compensation, page F-68
1.We note your grant date fair value of your stock options increased from $.21 to $1.28.
Please tell us your consideration of disclosing the change in your significant assumptions
used to value your stock options for the period ended September 30, 2020.  Refer to ASC
718-10-55-21.
Note 11. Subsequent Events, page F-70
2.We note your disclosure that vesting of the 1,000,000 restricted stock unit award was
modified.  Please tell us your consideration of disclosing the potential impact of the
modified vesting terms on your financial statements.

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 Comapany NameHydrofarm Holdings Group, Inc.
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William  Toler
Hydrofarm Holdings Group, Inc.
November 27, 2020
Page 2
Exhibits
3.We note that you have filed your Amended and Restated Certificate of Incorporation as
Exhibit 3.1.  Please ensure it clearly states, as you do on pages 52 and 132 of your
registration statement, that the exclusive forum provision does not apply to any actions
arising under the Securities Act or Exchange Act, or tell us how you will inform investors
in future filings.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            You may contact Tony Watson at (202) 551-3318 or Jim Allegretto at (202) 551-3849 if
you have questions regarding comments on the financial statements and related matters.  Please
contact Nicholas Lamparski at (202) 551-4695 or Mara Ransom at (202) 551-3264 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Kenneth R. Koch, Esq.

United States securities and exchange commission logo
September 16, 2020
William Toler
Chief Executive Officer
HYDROFARM HOLDINGS GROUP, INC.
2249 South McDowell Boulevard
Petaluma, California 94954
Re:HYDROFARM HOLDINGS GROUP, INC.
Amendment No 1 to Draft Registration Statement on Form S-1
Submitted August 17, 2020
CIK 0001695295
Dear Mr. Toler:
            We have reviewed your amended draft registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Amendment No. 1 to Draft Registration Statement on Form S-1
Risk Factors, page 20
1.We note that the interest rates of your Encina Credit Facility and Term Loan Agreement
are tied to LIBOR.  Please provide risk factor disclosure related to the impact of the
discontinuation of LIBOR on your Encina Credit Facility and Term Loan Agreement.
Alternatively, please tell us why you believe you are not required to do so.
2.We note your response to prior comment 5 and we reissue the comment in part.  Please
clarify whether you are currently in violation of the Encina Credit Facility, or tell us
where such disclosure has been included. In this regard, your disclosure regarding the
terms of the Encina Credit Facility appears to state that sales generally speaking to the
cannabis industry are prohibited, as opposed to the provisions of the Term Loan

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Agreement which appears to prohibit sales to retailers that sell exclusively to the cannabis
industry.
Our reliance on a limited base of suppliers for certain products..., page 32
3.We note your disclosure on page 32 that “we rely on a limited number of suppliers for
certain of our light ballasts, used in manufacturing our lighting systems” and that “if any
of our key suppliers becomes insolvent or experience other financial distress, we could
experience disruptions in production, which could have a material adverse effect on
our financial condition, results of operations and cash flows.”  You also disclose in Note 4
to the Consolidated Financial Statements that “[o]ne supplier accounted for 10% of
purchases in 2019.”  Please reconcile these disclosures with your disclosure on page 61,
which states that your Company “does not significantly depend on any one supplier.”
Please revise or advise.
Dilution, page 56
4.Please tell us your consideration of deducting intangible assets from your calculation of
net tangible book value.
Management's Discussion and Analysis of Financial Condition and Results of Operations
Recent Developments
Effects of Coronavirus on Our Business, page 60
5.We note your disclosure regarding the COVID-19 pandemic on page 60, which states, in
pertinent part: “For several weeks following the initial outbreak of COVID-19, we
experienced a material impact to our supply chain that inhibited growth and results of
operations.”  Please expand this disclosure to discuss more specifically how the material
impact to your supply chain inhibited your company’s growth and results of operations.  If
applicable, please also include the specific known material impacts of the pandemic on
your revenue, expenses, and net income.  Further, you disclose that “[t]he extent to which
the COVID-19 pandemic will ultimately impact our business, results of operations,
financial condition and cash flows depends on future developments that are highly
uncertain, rapidly evolving and difficult to predict at this time.”  In this regard, and in light
of changing trends and the overall economic outlook, please discuss how you expect the
global outbreak of COVID-19 to impact your future operating results and near-term
financial condition.  Refer to CF Disclosure Guidance: Topic No. 9 and 9A.
Recent Transactions
PPP Loan, page 61
6.We note that you have entered into a loan through the U.S. Small Business
Administration’s Paycheck Protection Program authorized as part of the CARES Act.
Please expand your disclosure to describe your use of the proceeds from this loan.  Please
also disclose whether the Company intends to use the proceeds from the PPP Loan in a

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September 16, 2020
Page 3
manner consistent with obtaining loan forgiveness.
Comparison of Years Ended December 31, 2019 and 2018, page 63
7.Where a material change in a line item is attributed to two or more factors, including
offsetting factors, the contribution of each factor should be described in quantified terms.
Refer to Section III.D of SEC Release No. 33-6835 and revise accordingly.
Critical Accounting Policies and Estimates, page 68
8.Please tell us your consideration of disclosing the following related to the estimated fair
value of your common stock:
•The methods that you used to determine the fair value of the your common stock and
the nature of the material assumptions involved. For example, if you used the income
approach you should disclose that this method involves estimating future cash flows
and discounting those cash flows at an appropriate rate,
•The extent to which the estimates are considered highly complex and subjective, and
•The estimates will not be necessary to determine the fair value of new awards once
the underlying shares begin trading.
Consolidated Statement of Cash Flows, page F-8
9.Please tell us your consideration of disclosing interest expense and fees capitalized to
principal of long-term debt as a non-cash financing activity for the year ended December
31, 2019 as opposed to presenting the amount as an adjustment to reconcile net loss to net
cash (used in) provided by operating activities.
Note 10. Intangible Assets and Goodwill
Goodwill, page F-30
10.You disclose impairment charges in 2018 related to the Canada reporting unit of $3,244
included in impairment, restructuring and other in the consolidated statement of
operations; however, the amounts to not agree to amounts listed in the table on page F-46
in Note 19.  Please advise or revise.
Note 13. Convertible Preferred Stock and Stockholders' Equity
Restriction on the ability to pay dividends, page F-39
11.We note your disclosure here and in Note 10 related to the restrictions on your ability to
pay dividends.  Please tell us your consideration of including parent-only financial
statements.  Please refer to the guidance in Rules 5-04(c) and 12-04 of Regulations S-X.
Note 16. Commitments and Contingencies
Contingencies, page F-44
12.You disclose you believe claims against the company are without merit and you do not
expect the outcome, individually or in the aggregate would not have a material adverse

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effect on your consolidated financial position, results of operations or future earnings.
Please revise to also disclose whether or not such claims would have a material effect on
your cash flows.
            You may contact Tony Watson at 202-551-3318 or Bill Thompson at 202-551-3344 if
you have questions regarding comments on the financial statements and related matters.  Please
contact Nicholas Lamparski at 202-551-4695 or Mara Ransom at 202-551-3264 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

August 12, 2019
William Toler
Chief Executive Officer
HYDROFARM HOLDINGS GROUP, INC.
2249 South McDowell Boulevard
Petaluma, California 94954
Re:HYDROFARM HOLDINGS GROUP, INC.
Draft Registration Statement on Form S-1
Submitted July 17, 2019
CIK 0001695295
Dear Mr. Toler:
            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.
Form S-1 Confidentially Submitted July 17, 2019
Prospectus Summary
Company Overview, page 1
1.Provide support for your statements that you "enjoy an approximately 30% and 40%
market share in the U.S. and Canadian hydroponic wholesale markets, respectively" and
have "consistently grow[n] revenue at approximately 15% annually for the past 10 years
through 2017."
Industry Overview, page 2
2.In order to put your business and the industry trends you discuss here and elsewhere in
context, please elaborate upon how much of the controlled environment agriculture

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business is dependent upon hydroponics and clarify the extent to which hydroponics is
just one way in which cannabis and industrial hemp can be grown.
Summary Consolidated Financial and Other Data, page 13
3.Please include a solid vertical black line to separate successor and predecessor amounts to
indicate a change in basis.  This comment also applies to other sections in the document
whenever successor and predecessor amounts are presented together.
4.You disclose Adjusted EBITDA margin without providing the disclosures in Item 10(e) of
Regulation S-K.  Please advise or revise.
Risk Factors, page 18
5.Your risk factors acknowledge that your Term Loan Agreement prohibits your Subsidiary
Obligors from selling your products directly to cannabis growers or cultivators, or to
sellers or retailers that sell only to the cannabis industry, and your Encina Credit Facility
prohibits the Subsidiary Obligors from selling your products to the cannabis industry,
however, your disclosure does not appear to address whether you are currently in violation
of these prohibitions or how you intend to avoid these prohibitions in the future.  In fact,
your disclosure states that your business has historically benefited from, and your future
business is highly dependent upon, the growth of the cannabis market.  Please revise your
disclosure to address more specifically these apparent conflicts in your business and how
you intend to address them.
Potential tariffs or a global trade war could increase the cost of our products . . ., page 24
6.We note your disclosure that " . . . it is too early to predict how the recently enacted tariffs
and any future tariffs on items imported from China or elsewhere will impact our business
. . ."  To the extent you are better able to quantify the impact of enacted tariffs on your
business during the course of this review, please update your disclosure accordingly.
Use of Proceeds, page 46
7.We note that the “principal purpose[] of this offering [is] to repay existing indebtedness . .
.” among other purposes.  If any material part of the proceeds is to be used to discharge
indebtedness, set forth the interest rate and maturity of such indebtedness.  Refer to
Instruction 4 to Item 504 of Regulation S-K.  Please revise your disclosure accordingly.
8.We note your statement that the “expected use of the net proceeds from this offering  . . .
could change in the future as [y]our plans and business conditions evolve" and that
"management will have broad discretion over the use of the net proceeds from this
offering."  You may reserve the right to change the use of proceeds provided that such
reservation is due to certain contingencies that are discussed specifically and the
alternatives to the use in that event are indicated.  Refer to Instruction 7 to Item 504 of
Regulation S-K.  Please revise your disclosure accordingly.

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Dilution, page 50
9.Historical net tangible book deficit per share stated in the second paragraph on page 50
does not agree to the amount presented in the table.  Please advise or revise.
Unaudited Pro Forma Combined Financial Information, page 52
10.Please note pro forma financial statements are required in transactional filings whenever a
significant business combination has occurred or is probable, and the transaction has not
been reflected in the historical audited financial statements of the issuer for the most
recent full fiscal year.  Since your transaction has been reflected in the most recent full
fiscal year, it appears your presentation of pro forma amounts for the year ended
December 31, 2017 represent non-GAAP amounts and would be subject to the non-GAAP
disclosure guidance in Item 10(e) of Regulation S-K.  Please advise or revise.  This
comment also applies to other sections in the document when you present pro forma
amounts for the year ended December 31, 2017.
Management's Discussion and Analysis of Financial Condition and Results of Operations
Results of Operations
Gross Profit, page 64
11.Your disclosure of the adjusted margin percentage appears to represent a non-GAAP
measure.  Please tell us your consideration of the disclosures in Item 10(e) of Regulation
S-K when you disclose the adjusted margin percentages.
EBITDA and Adjusted EBITDA, page 67
12.We note your definition of EBITDA excludes impairment charges.  Please tell us your
consideration of the guidance in Question 103.01 of our Compliance and Disclosure
Interpretations: Non-GAAP Financial Measures updated April 4, 2018.
Liquidity and Capital Resources, page 68
13.Please revise your discussion and analysis of liquidity and capital resources to describe
material commitments for capital expenditures and indicate the general purpose of such
commitments and the anticipated source of funds needed to fulfill such commitments.
Refer to Item 303(a)(2) of Regulation S-K and the Commission’s Guidance Regarding
Management Discussion and Analysis of Financial Condition and Results of Operations,
Release No. 33-8350, available on our web site at http://www.sec.gov.
Description of Capital Stock
Forum Selection, page 121
14.We note that your forum selection provision identifies the Court of Chancery of the State
of Delaware as the exclusive forum for certain litigation, including any “derivative

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action.”  Please disclose whether this provision applies to actions arising under the
Securities Act or 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, and Section
22 of the Securities Act creates concurrent jurisdiction for federal and state courts over all
suits brought to enforce any duty or liability created by the Securities Act or the rules and
regulations thereunder.  If the provision applies to Securities Act claims, please revise to
state that there is uncertainty as to whether a court would enforce such provision and that
investors cannot waive compliance with the federal securities laws and the rules and
regulations thereunder.  If this provision does not apply to actions arising under the
Securities Act or Exchange Act, please revise to state as much.  If your Certificate of
Incorporation does not clearly state how this provision applies to claims under the federal
securities laws, tell us how you will inform investors in future filings how the provision
applies.  In addition, please provide appropriate risk factor disclosure about your forum
selection provision.
Financial Statements
Report of Independent Registered Public Accounting Firm, page F-2
15.Please revise to include a statement containing the year the auditor began serving
consecutively as the company's auditor.  Please refer to AS 3101 of PCAOB auditing
standards.
Hydrofarm, LLC - Notes to the consolidated financial statements for the period from January 1,
2017 to May 11, 2017
15. Related party transactions, page F-27
16.Please tell us your consideration of disclosing the nature of restrictions on the VIE's assets
and on the settlement of its liabilities reported in the consolidated balance sheet, including
the carrying amounts of such assets and liabilities, and how the VIE affects your financial
position, financial performance, and cash flows.  Refer to ASC 810-10-50-2AA for
guidance.
Hydrofarm Holdings Group, Inc. - Notes to the consolidated financial statements December 31,
2018 and 2017
3. Basis of preparation and significant accounting policies
Revenue recognition, page F-59
17.Please disclose how shipping and handling fees charged to customers are classified in the
statements of operations.
4. Recently issued accounting pronouncements, page F-63
18.We note your intention to adopt ASU 2016-02 and ASU 2018-02 for fiscal 2019.  Please
tell us your consideration of disclosing of the potential impact that the recently issued

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Page 5
accounting standard will have on your financial position and results of operations.  Please
refer to ASC 250-10-S99-5.
5. Business combinations (other than the Formation Transaction), page F-64
19.Please tell us your consideration of disclosing the percentage of voting equity interest
acquired or percentage of control obtained related to your acquisitions of Greenstar Plants
Products Ltd, and Eddi's Wholesale Garden Supplies Ltd.  Refer to ASC 805-10-50-2c for
guidance.
8. Prepaid expenses and other current assets, page F-67
20.Your disclosure on page F-63 states you adopted the guidance in ASU 2015-17, Income
taxes (ASC 740), on January 1, 2018.  Please tell us why deferred tax assets amounts are
classified as current assets as of December 31, 2018.
11. Impairment of indefinite-lived intangible assets, long-lived tangible and definite-lived
intangible assets, and goodwill, page F-70
21.We note your disclosure of impairment indicators that you identified in the fourth quarter
of 2017 that resulted in impairment charges for period end December 31, 2017.  Please tell
us your consideration of the guidance in ASC 805-10-25-13 through 25-19 and ASC 805-
10-30-1 through 30-3, related to the measurement period and new information obtained
about facts and circumstances that existed as of May 12, 2017 that, if known, would have
affected the measurement of the amounts recognized as of that date.
13. Debt, page F-73
22.You disclose on page F-73 amortization of debt issuance cost of $248 for the period from
inception (March 21, 2017) to December 31, 2017; however, no amounts are stated in the
statement of cash flows as an adjustment to reconcile net loss to net cash used in operating
activities for the period ended December 31, 2017.   Please advise or revise.  Additionally,
on page F-75 you disclose fees related to a forbearance agreement and amendments.
Please clarify your disclosure if amounts were capitalized or expensed as incurred.
15. Income Taxes, page F-77
23.Please clarify the nature of the tax entity classification adjustment line item for the year
ended December 31, 2018 included in your income tax rate reconciliation on page F-79
and why no adjustment was recorded in the previous year.
19. Segment reporting, page F-83
24.Please tell us your consideration of disclosing revenues from external customers for each
product and service or each group of similar products.  In that regard, reference is made
to your disclosures on page 85.   Refer to ASC 280-10-50-40 for guidance.

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General
25.Please supplementally provide us with copies of all written communications, as defined in
Rule 405 under the Securities Act, that you, or anyone authorized to do so on your behalf,
present to potential investors in reliance on Section 5(d) of the Securities Act, whether or
not they retain copies of the communications.
            You may contact Tony Watson, Staff Accountant, at 202-551-3318 or Bill Thompson,
Accounting Branch Chief, at 202-551-3344 if you have questions regarding comments on the
financial statements and related matters.  Please contact Jacqueline Kaufman, Staff Attorney,
at 202-551-3797 or Mara Ransom, Assistant Director, at 202-551-3264 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Consumer Products