SecProbe.io

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 upxi_corresp.htm UPEXI, INC. 3030 North Rocky Point Drive, Suite 420 Tampa, FL 33607 July 13, 2026 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Office of Trade and Services 100 F Street, N.E. Washington, D.C. 20549 Re: Upexi, Inc. Registration Statement on Form S-3 Filed July 6, 2026 File No. 333-297280 REQUEST FOR ACCELERATION OF EFFECTIVENESS Requested Date: Thursday, July 16, 2026 Requested Time: 10:00 a.m., Eastern Time Ladies and Gentlemen, Pursuant to Rule 461 under the Securities Act of 1933, as amended, Upexi, Inc. (the “Company”), hereby requests acceleration of effectiveness of the above referenced Registration Statement on Form S-3 (File Number 333-297280), as amended so that it will become effective at 10:00 a.m., Eastern Time, on Thursday, July 16, 2026, or as soon as practicable thereafter. Please contact our counsel, Peter Campitiello, Esq. of Lucosky Brookman LLP at (732) 395-4517 with any questions you may have regarding this request. In addition, the Company requests that you kindly notify Mr. Campitiello by telephone when this request for acceleration has been granted Very truly yours, /s/ Allan Marshall Allan Marshall President and Chief Executive Officer

July 10, 2026
Allan Marshall
President and Chief Executive Officer
Upexi, Inc.
3030 North Rocky Point Drive, Suite 420
Tampa, FL 33607
Re: Upexi, Inc.
Registration Statement on Form S-3
Filed July 6, 2026
File No. 333-297280
Dear Allan Marshall:
 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 Jane Park at 202-551-7439 with any questions.
Sincerely,
Division of Corporation Finance
Office of Crypto Assets
cc: Peter Campitiello

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 upxi_corresp.htm January 6, 2026 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Office of Crypto Assets 100 F Street, N.E. Washington, DC 20549 Re: Upexi, Inc. Registration Statement on Form S-3, File No. 333-292366 REQUEST FOR ACCELERATION OF EFFECTIVENESS Requested Date: January 8, 2026 Requested Time: 4:30 pm, Eastern Time Ladies and Gentlemen: Upexi, Inc. (the “Company”) hereby requests that the effective date of the Company’s Registration Statement on Form S-3, as amended (File No. 333-292366), be accelerated pursuant to Rule 461 under the Securities Act of 1933, as amended, so that it is declared and becomes effective at 4:30 pm Eastern Time on January 8, 2026, or as soon thereafter as possible. Please contact our counsel Peter Campitiello of Lucosky Brookman LLP at (732) 395-4517 with any questions you may have regarding this request. In addition, the Company requests that you kindly notify Mr. Campitiello by telephone when this request for acceleration has been granted. Sincerely yours, UPEXI, INC. /s/ Andrew Norstrud Andrew Norstrud Chief Financial Officer

January 5, 2026
Allan Marshall
Chief Executive Officer
Upexi, Inc.
3030 North Rocky Point Drive
Suite 420
Tampa, FL 33607
Re:Upexi, Inc.
Registration Statement on Form S-3
Filed December 22, 2025
File No. 333-292366
Dear Allan Marshall:
            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 Lulu Cheng at 202-551-3811 with any questions.
Sincerely,
Division of Corporation Finance
Office of Crypto Assets
cc:Peter Campitiello

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 upxi_corresp.htm UPEXI, INC. 3030 ROCKY POINT DRIVE, SUITE 420 TAMPA, FL 33607 December 3, 2025 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Office of Crypto Assets 100 F Street, N.E. Washington, DC 20549 Re: Upexi, Inc. Registration Statement on Form S-1, File No. 333-291879 REQUEST FOR ACCELERATION OF EFFECTIVENESS Requested Date: December 5, 2025 Requested Time: 3:00 pm, Eastern Time Ladies and Gentlemen: Upexi, Inc. (the “Company”) hereby requests that the effective date of the Company’s Registration Statement on Form S-1, as amended (File No. 333-291879), be accelerated pursuant to Rule 461 under the Securities Act of 1933, as amended, so that it is declared and becomes effective at 3:00 pm Eastern Time on December 5, 2025, or as soon thereafter as possible. Please contact our counsel Peter Campitiello of Lucosky Brookman LLP at (732) 395-4517 with any questions you may have regarding this request. In addition, the Company requests that you kindly notify Mr. Campitiello by telephone when this request for acceleration has been granted. Sincerely yours, UPEXI, INC. /s/ Allan Marshall Allan Marshall Chief Executive Officer

September 30, 2025
Allan Marshall
President and Chief Executive Officer
Upexi, Inc.
3030 North Rocky Point Drive, Suite 420
Tampa, FL 33607
Re:Upexi, Inc.
Amendment No. 4 to Registration Statement on Form S-1
Filed September 24, 2025
File No. 333-289465
Dear Allan Marshall:
            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.
Amendment No. 4 to Registration Statement on Form S-1
General
1.Please amend your registration statement so that it does not include information
required by Items 3 through 11 of Form S-1 that relates to financial periods that are no
longer current. In this regard, we note that you incorporate by reference information
from your Annual Report on Form 10-K for the year ended June 30, 2025 and that
you also provide certain information required by Items 3 through 11 of Form S-1
directly in your registration statement that is based on your interim and year-end
financial results for the periods March 31, 2025 and June 30, 2024, respectively.
We further note your Form S-1 includes the report from your independent accounting
firm on the financial statements for the years ended June 30, 2024 and 2023. It does
not appear your independent accountants have consented to the use of this report in
your Form S-1. Please correct this discrepancy by either removing the superseded 2.

September 30, 2025
Page 2
financial information or providing an updated consent from your independent
accounting firm.
            Please contact David Gessert at 202-551-2326 or Sandra Hunter Berkheimer at 202-
551-3758 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Crypto Assets
cc:Peter Campitiello

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upxi_corresp.htmUPEXI, INC.

 3030 ROCKY POINT DRIVE, SUITE 420

 TAMPA, FL 33607

 September 17, 2025

 VIA EDGAR

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

 Office of Crypto Assets

 100 F Street, N.E.

 Washington, DC 20549

   Re:

   Upexi, Inc. - Withdrawal of Acceleration Request

   Registration Statement on Form S-1, File No. 333-289465

 To Whom It May Concern:

 Reference is made to our letter, filed as correspondence via EDGAR on September 16, 2025 in which Upexi, Inc. (the “Company”) requested acceleration of the effectiveness of the Company’s Registration Statement on Form S-1, as amended (File No. 333-289465) pursuant to Rule 461 under the Securities Act of 1933, as amended, to 4:30 pm Eastern Time on September 17, 2025 (the “Effective Time”).

 The Company is no longer requesting that such Registration Statement be declared effective at the Effective Time and hereby formally withdraws its request for acceleration of the effective date until further notice from the Company.

     Sincerely yours,

   UPEXI, INC.

   /s/ Allan Marshall

   Allan Marshall

   Chief Executive Officer

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upxi_corresp.htmUPEXI, INC.

 3030 ROCKY POINT DRIVE, SUITE 420

 TAMPA, FL 33607

 September 16, 2025

 VIA EDGAR

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

 Office of Crypto Assets

 100 F Street, N.E.

 Washington, DC 20549

   Re:

   Upexi, Inc.

     Registration Statement on Form S-1, File No. 333-289465

   REQUEST FOR ACCELERATION OF EFFECTIVENESS

   Requested Date: September 17, 2025

 Requested Time: 4:30 pm, Eastern Time

 Ladies and Gentlemen:

 Upexi, Inc. (the “Company”) hereby requests that the effective date of the Company’s Registration Statement on Form S-1, as amended (File No. 333-289465), be accelerated pursuant to Rule 461 under the Securities Act of 1933, as amended, so that it is declared and becomes effective at 4:30 pm Eastern Time on September 17, 2025, or as soon thereafter as possible.

 Please contact our counsel, Peter Campitiello of Lucosky Brookman LLP at (732) 395-4517 with any questions you may have regarding this request. In addition, the Company requests that you kindly notify Mr. Campitiello by telephone when this request for acceleration has been granted.

    Sincerely yours,

   UPEXI, INC.

   /s/ Allan Marshall

   Allan Marshall

   Chief Executive Officer

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upxi_corresp.htm

 September 15, 2025

 U.S. Securities & Exchange Commission

 Division of Corporation Finance

 Office of Life Sciences

 100 F Street, NE

 Washington, D.C. 20549

 Attn: David Gessert

   Re:

   Upexi, Inc.

 Amendment No. 2 to Registration Statement on Form S-1 Filed September 5, 2025

 File No. 333-289465

 Dear Mr. Gessert:

 Upexi, Inc. (the “Company” or “we”) hereby transmits its response to the comment letter received from the staff (the “Staff”) of the U.S. Securities and Exchange Commission, dated September 12, 2025 regarding the Company’s Amendment No. 2 to Registration Statement on Form S-1 filed on September 5, 2025 (the “Registration Statement”). For the Staff’s convenience, we have repeated below the Staff’s comment and have followed each comment with the Company’s response.

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

 Prospectus Summary

 The Custodian, page 8

 1. We note your revised disclosure in response to prior comment 1. In an appropriate section of your prospectus, please revise to disclose the material terms of your custody agreements with the BitGo Trust Company, Inc. and Coinbase Global, Inc., including term and termination provisions. Please also refer to Item 601 of Regulation S-K and file the executed agreements as exhibits to your registration statement or tell us why you are not required to do so.

 We have revised the Prospectus Summary and the Business Section to include the following disclosure in response to Comment 1:

 Use of Custodians and Storage of SOL Tokens

 We do not self-custody and only utilize third-party qualified custodians to hold our Solana.  We use qualified custodians that utilize risk management and operational best practices around items like hot vs. cold storage, access controls, custody technology, insurance, etc. Our primary custodian is BitGo Trust Company, Inc. (“BitGo”). We also maintain a custodial relationship with Coinbase, Inc. and are in the process of distributing our treasury to different custodians and onboarding other qualified custodians to ensure that we mitigate our Solana treasury risk through the use of several qualified custodians.

  1

 Storage of Our Digital Assets in our SOL Treasury

 The Custodians

 The Custodians are responsible for safekeeping all of the SOL owned by the Company. We maintain multiple Custodians to reduce the risk of a single failure and we plan to expand to additional custodians as our Treasury grows. The Custodian accounts are all opened by the Company, this segregates our assets into an individual custodian account owned by the Company and access is monitored and controlled by the Company. Our Asset Management Company is given access to the Custodian accounts with established controls to ensure transactions require consensus of a minimum of two individuals when assets are being transferred between wallets and additional controls if an asset of the Treasury is moved out of the Custodians control. The assets go through the Custodians Trust Company, which maintains its own insurance and is regulated by their respective state where the trust is incorporated in.

 Our primary custodian is currently BitGo Trust Company, Inc. a South Dakota corporation (“BitGo”) and is regulated by the state of South Dakota.  On May 1, 2025, we entered into a Custodial Services Agreement with BitGo (the “BitGo Agreement”) to hold our digital currency. The term of the BitGo Agreement is for one year with successive one-year renewals unless prior notice of non-renewal is given by either party. The Company pays BitGo a monthly digital asset storage fee based upon the market value of the assets in storage, plus $500. The BitGo Agreement is terminable by either the Company or BitGo on thirty days’ notice as a result of a breach of the Agreement and may be suspended by BitGo if the Company violates the intended use of the account or due to a change in the applicable law, litigation or bankruptcy.

 Our secondary custodian is Coinbase Inc., a subsidiary of Coinbase Global, Inc., a Delaware corporation, which is primarily used for the acquisition of digital assets. On May 5, 2025, the Company entered into an Institutional Client Agreement with Coinbase (the “Coinbase Agreement”). The Coinbase Agreement is terminable at will by either the Company or Coinbase.  The Company pays Coinbase its regularly scheduled fees based on the dollar trading volume over a thirty-day period. The Coinbase Agreement is terminable by either the Company or Coinbase on ten days’ notice as a result of a breach of the Agreement and may be suspended by Coinbase if the Company violates the intended use of the account or due to a change in the applicable law, governmental proceeding, litigation or bankruptcy. Coinbase may also close the Company’s account if it has been inactive for more than one year.

 BitGo maintains a $250,000,000 policy against loss, theft and misuse.  Currently we have approximately $253,000,000 of treasury value at Bitgo, based on the SOL price of $202.51 per token.  Coinbase has an insurance policy for any cash held in the account of $250,000.  We currently have less than $250,000 of cash held at Coinbase and less than $6,000,000 in SOL value, based on the SOL price of $202.51 per token.  At the current price of SOL as of the date of this prospectus, these policies are not adequate to fully cover the full loss of our SOL.

 Solana, as with all digital assets, can be highly volatile.  Management reviews the account balances and the total value held with a custodians to allocate the Company’s holdings between multiple accounts and custodians to mitigate risk. We do not use self-storage for any of the SOL treasury assets.

 Private keys are generated by the Custodians in key generation ceremonies at secure locations using offline devices that have never been connected to a network. Private keys are generated according to detailed procedures using specialized offline devices and within these secure facilities to mitigate risk of hacks, errors, or other unintended external exposure. Key ceremony processes are highly controlled, require segregation of duties across multiple parties and are reviewed and witnessed by designated oversight personnel. Thorough validations and signoffs are performed to verify the integrity and security of key generation ceremonies.

 The Custodians hold a majority of SOL in cold storage and provides a user interface for the Company to manage the allocation of SOL between cold and hot storage for the wallets.  The Company maintains more than 98% of its SOL treasury in cold wallets.

  2

 The Custodians have multiple, redundant cold storage sites, which are geographically distributed including sites within the United States. Cold storage locations of the Custodians are monitored by 24x7 on-site security, video surveillance and alarms, hardened room structures, and access to these facilities is controlled by multi-person controls, multi-team access rules, and multi-factor authentication. The locations of the cold storage sites may change at the discretion of the Custodians and are kept confidential by the Custodians for security purposes. Transactions from cold to hot storage require physical access, according to the above controls, to one or more cold storage facilities, as well as systematically enforced approvals and integrity verifications, before the secure device can be used to cryptographically complete the transaction. At no point during this process is the private key removed from the secure device(s) nor the cold storage facility. Once these security processes have been completed, a transfer on the Solana network can be executed, as signed using the private keys held offline in cold storage.

 The Custodians also maintain geographically dispersed backups of private keys, which are cryptographically generated into shards and stored in separate locations; multiple locations must be accessed to reconstruct a single key. The storage facilities are highly secured, and include 24x7 on-premises security presence, video surveillance, and alarms for unexpected entry. Access to facilities is controlled by multi-person controls, multi- team access rules, and multi-factor authentication.

 All of our Custodians have SOC type 2 reports that the Company has reviewed and we get regular bridge reports from our Custodians to help ensure the controls are being maintained.  Our Custodians maintain their own insurance policies to cover our loss, which is in addition to the policies that we maintain ourselves.  We currently have two qualified Custodians that we have approved for our treasury use and we are in the process of onboarding a third as part of our risk management process.

 The Company is charged for storage fees, staking fees and transaction fees for services specifically requested by the Company or the Asset Management Company.  Except as set forth above, the contract terms of the agreements are typically for one to three years and can be terminated upon 30 day notice and payment of all fees due and one month of additional fees.

 We have filed executed contracts for both custodians in Exhibit 10.25 and 10.30 and redacted certain portions of such agreements.  Our attorneys have submitted complete versions of these documents to the Commission for its review.

 We thank the Staff for its review of the foregoing and the Registration Statement. If you have further comments, please feel free to contact our counsel Peter Campitiello at pcampitiello@lucbro.com or by telephone at (732) 395-4517 or Andrew Norstrud, our CFO at andrew@upexi.com.

   Very truly yours,

   UPEXI, INC.

   By:

   /s/ Allan Marshall

   Name:

   Allan Marshall

   Title:

   Chief Executive Officer

 cc: Peter Campitiello, Esq.

  3

September 12, 2025
Allan Marshall
President and Chief Executive Officer
Upexi, Inc.
3030 North Rocky Point Drive, Suite 420
Tampa, FL 33607
Re:Upexi, Inc.
Amendment No. 2 to Registration Statement on Form S-1
Filed September 5, 2025
File No. 333-289465
Dear Allan Marshall:
            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 our comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information
you provide in response to this letter, we may have additional comments. Unless we note
otherwise, any references to prior comments are to comments in our September 5, 2025 letter.
Amendment No. 2 to Registration Statement on Form S-1
Prospectus Summary
The Custodian, page 8
1.We note your revised disclosure in response to prior comment 1. In an appropriate
section of your prospectus, please revise to disclose the material terms of your custody
agreements with the BitGo Trust Company, Inc. and Coinbase Global, Inc., including
term and termination provisions. Please also refer to Item 601 of Regulation S-K and
file the executed agreements as exhibits to your registration statement or tell us why
you are not required to do so.

September 12, 2025
Page 2
            Please contact David Gessert at 202-551-2326 or Sandra Hunter Berkheimer at 202-
551-3758 with any questions.
Sincerely,
Division of Corporation Finance
Office of Crypto Assets
cc:Peter Campitiello

September 5, 2025
Allan Marshall
President and Chief Executive Officer
Upexi, Inc.
3030 North Rocky Point Drive, Suite 420
Tampa, FL 33607
Re:Upexi, Inc.
Amendment No. 1 to Registration Statement on Form S-1
Filed August 29, 2025
File No. 333-289465
Dear Allan Marshall:
            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 August 26, 2025 letter.
Amendment No. 1 to Registration Statement on Form S-1
Prospectus Summary
The Custodian, page 8
1.Please refer to the revisions you made in response to prior comment 5. We note your
disclosure that you and your Custodians maintain insurance policies in the event of a
loss of your SOL. In addition, we note your disclosure that you have two qualified
Custodians and are in the process of onboarding a third. Please revise to identify the
Custodians with which you have entered into agreements and disclose any limits on
the insurance policies that they maintain and state whether they are adequate to fully
cover a loss of your SOL.

September 5, 2025
Page 2
            Please contact David Gessert at 202-551-2326 or Sandra Hunter Berkheimer at 202-
551-3758 with any questions.
Sincerely,
Division of Corporation Finance
Office of Crypto Assets
cc:Peter Campitiello

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upxi_corresp.htm

 September 5, 2025

 U.S. Securities & Exchange Commission

 Division of Corporation Finance

 Office of Life Sciences

 100 F Street, NE

 Washington, D.C. 20549

 Attn: David Gessert

   Re:

   Upexi, Inc.

 Amendment No. 1 to Registration Statement on Form S-1 Filed August 29, 2025

 File No. 333-289465

 To Whom It May Concern:

 Upexi, Inc. (the “Company” or “we”) hereby transmits its response to the comment letter received from the staff (the “Staff”) of the U.S. Securities and Exchange Commission, dated September 5, 2025 regarding the Company’s Amendment No. 1 to Registration Statement on Form S-1 filed on August 29, 2025 (the “Registration Statement”). For the Staff’s convenience, we have repeated below the Staff’s comment and have followed each comment with the Company’s response.

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

 The Custodian, page 8

 1. Please refer to the revisions you made in response to prior comment 5. We note your disclosure that you and your Custodians maintain insurance policies in the event of a loss of your SOL. In addition, we note your disclosure that you have two qualified Custodians and are in the process of onboarding a third. Please revise to identify the Custodians with which you have entered into agreements and disclose any limits on the insurance policies that they maintain and state whether they are adequate to fully cover a loss of your SOL.

 We have revised the Prospectus Summary to include the following disclosure in response to Comment 1:

 The Custodian

 The Custodian is responsible for safekeeping all of the SOL owned by the Company. We maintain multiple Custodians to reduce the risk of a single failure and we plan to expand to additional custodians as our Treasury grows. The Custodian accounts are all opened by the Company, this segregates our assets into an individual custodian account owned by the Company and access is monitored and controlled by the Company. Our Asset Management Company is given access to the Custodian accounts with established controls to ensure transactions require consensus of a minimum of two individuals when assets are being transferred between wallets and additional controls if an asset of the Treasury is moved out of the Custodians control. The assets go through the Custodians Trust Company, which maintains its own insurance and is regulated by their respective state where the trust is incorporated in. Our primary custodian is currently the BitGo Trust Company, Inc. a South Dakota corporation (“BitGo”) and is regulated by the state of South Dakota. BitGo maintains a $250,000,000 policy against loss, theft and misuse. Currently we have approximately $253,000,000 of treasury value at Bitgo, based on the SOL price of $202.51 per token. Our second custodian is Coinbase Inc., a subsidiary of Coinbase Global, Inc. a Delaware corporation, which is primarily used for the acquisition of digital assets and has an insurance policy for any cash held in the account of $250,000. We currently have less than $250,000 of cash held at Coinbase and less than $6,000,000 in SOL value, based on the SOL price of $202.51 per token. At the current price of SOL as of the date of this prospectus, these policies are not adequate to fully cover the full loss of our SOL.

 Solana, as with all digital assets, can be highly volatile. Management reviews the account balances and the total value held with a custodians to allocate the Company’s holdings between multiple accounts and custodians to mitigate risk. We do not use self-storage for any of the SOL treasury assets.

 We thank the Staff for its review of the foregoing and the Registration Statement. If you have further comments, please feel free to contact our counsel Peter Campitiello at pcampitiello@lucbro.com or by telephone at (732) 395-4517 or Andrew Norstrud, our CFO at andrew@upexi.com.

   Very truly yours,

   UPEXI, INC.

   By:

   /s/ Allan Marshall

   Name:

   Allan Marshall

   Title:

   Chief Executive Officer

    cc:

   Peter Campitiello, Esq.

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upxi_corresp.htm

 August 29, 2025

 U.S. Securities & Exchange Commission

 Division of Corporation Finance

 Office of Life Sciences

 100 F Street, NE

 Washington, D.C. 20549

 Attn: David Gessert

   Re:

   Upexi, Inc.

 Registration Statement on Form S-1 Filed August 11, 2025

 File No. 333-289465

 To Whom It May Concern:

 Upexi, Inc. (the “Company” or “we”) hereby transmits its response to the comment letter received from the staff (the “Staff”) of the U.S. Securities and Exchange Commission, dated August 26, 2025 regarding the Company’s Registration Statement on Form S-1 filed on August 11, 2025 (the “Registration Statement”). For the Staff’s convenience, we have repeated below the Staff’s comment and have followed each comment with the Company’s response.

 Registration Statement on Form S-1

 Prospectus Summary

 Our Solana Treasury Strategy, page 3

    1.

   Please revise to disclose the percentage of the Trust's SOL that is currently staked and that is planned to be staked. Additionally, under an appropriate section of the prospectus, please revise to disclose with specificity the bonding and unbonding periods associated with staking SOL, discuss how they affect liquidity and disclose the material terms of any policies and procedures you have in place to manage liquidity in this regard.

 We have revised the Prospectus Summary to include the following disclosure in response to Comment 1:

 Our Staking Program

 Pursuant to our treasury strategy, we will use our SOL in the treasury to generate a return through various opportunities with the most significant portion being allocated to our Staking Program.  We will utilize several Validators in the Staking Program to reduce our risk with a single Validator and maximize the overall yield from the Staking Program.  We will also dedicate a portion of the SOL in our staking program to utilize smaller Validators to help improve the overall Solana ecosystem.  These Validators are scrutinized through our due diligence program and are initially only given a small amount of SOL for the Company to be able to verify the expected performance and yield, and to ensure that the Validator should be included in our future allocation of SOL to Validators.  Management evaluates the validators on a routine basis around performance, yield, and economics, and makes monthly adjustments on the overall allocation of the SOL in the treasury based on our evaluation.  Currently we have approximately 95% of our SOL treasury staked, and target a similar or higher percentage in the future.

  1

 We maintain possession and control of the SOL when it is staked at all times. Native staking is generally considered a safe activity, as it is done in-protocol (i.e.. is built into Solana itself), and as, unlike other networks, Solana has not implemented “slashing” penalties for validators that either intentionally misbehave or perform their duties poorly. As such, the major risk with staking is that we choose a validator with poor performance who realizes a low staking yield. Additionally, as part of the “activating” and “exiting” processes of SOL staking, any staked SOL will be inaccessible for a period of time determined by a range of factors, resulting in certain liquidity risks that we manage.

 Process of Staking

 Management has bi-weekly meetings to evaluate treasury operations, including the staking of the Company’s SOL. Based on these meetings, management determines the allocation of the SOL treasury to the Staking Program and determines the amount of allocation to each Validator, ensuring that no single validator has such a large percentage of our stake that it represents concentration risk.

 If it is determined to reduce the amount of the SOL dedicated to the Staking Program or it is determine to change the allocation of SOL to a Validator we will initiate an unstaking process and notify the Validator of the change, which effectively reverses the delegation of the SOL from the applicable validator node.

 Solana has a cooldown period known as the “deactivation period,” which is the time it takes for the unstaked SOL to become fully liquid. During this period, the tokens are not actively earning rewards, but they are also not yet available for transfer or use. The length of this period can vary based on network conditions but is generally expected to be 48 hours or less. Once the cooldown period is complete, the Company will have complete control over the SOL, including the ability to sell the SOL or transfer it as determined by management.

 Liquidity Management

 The Company’s staking program involves the temporary loss of the ability to transfer, assign a new Validator or otherwise dispose of the SOL. Under normal conditions, the Company will regain complete control over its unstaked SOL within two days of initiating the unstaking. However, there can be no guarantee that such process will result in the Company regaining complete control of its SOL in time to satisfy its current obligations. We maintain a certain amount of liquid SOL in the treasury and a certain amount of cash to ensure that the Company is able to satisfy its current obligations.

    2.

   Please expand your disclosure to describe the policies and procedures you have in place or intend to adopt that govern when you exchange cash for SOL and when you monetize your SOL. Additionally, disclose the percentage of your treasury that is currently invested in SOL and disclose whether you intend to hedge your SOL exposure. If so, please describe your hedging strategy. Further, we note your treasury policy focuses "primarily" on SOL. Please expand to discuss your intentions to acquire other crypto assets.

 We have revised the prospectus to include the following disclosure related to the policies and procedures we have in place or intend to adopt that govern when you exchange cash for SOL in response to Comment 2:

 How We Purchase or Sell Digital Assets

 Our Management team reviews the Company’s short term obligations and excess cash available to dedicate to the Treasury Strategy. When it is determined that the Company has excess cash available to dedicate to the Treasury Strategy we deploy that capital into one of our custodians and through acquisition strategies with the custodians and our asset manager, we acquire the SOL over several days or weeks to maximize the number of SOL that is acquired with the capital deployed. If it was determined that the treasury needed to liquidate part of its SOL, the same process of selling the SOL into the market would be used. The Company has not reduced its treasury or sold any of its SOL staking rewards to date.

 We have revised the disclosure as follows:

  2

 Our Solana Treasury Strategy

 Early in 2025, we updated and modified our cash management and treasury strategy to include holding digital currency assets directly on our balance sheet. This was a shift from before when we held excess cash primarily in FDIC-insured interest-bearing accounts. The change to adopt this strategy results from our intention to obtain the highest yield on excess cash. Under our new approach, our treasury policy focuses primarily on Solana (“SOL”).  The approach involves applying a public-market treasury model to an asset that is considered earlier in its lifecycle with respect to both development and usage as well as institutional adoption compared to Bitcoin.  Management will focus its resources to this digital asset strategy and a significant portion of the balance sheet will be allocated to holding Solana in the Company’s digital asset treasury.  Currently our treasury is exclusively dedicated to the SOL digital asset and currently we do not intend to dedicate any of the treasury allocated capital to other digital assets.

 We will stake the vast majority of the Solana in our treasury to earn a staking yield and turn the treasury into a productive asset.  Currently we are staking approximately 95% of our SOL treasury, and intend to maintain a similar or higher percentage going forward.  We do not hedge our SOL and do not have plans to hedge our SOL in the future.

    3.

   Please expand to describe the material terms of the Asset Management Agreement between you and GSR Strategies LLC and disclose the agreement under Transactions With Related Persons on page 50, or advise. In this regard, we note Xin Song, the Chief Executive Officer of GSR Strategies LLC, is the beneficial owner of the shares of your common stock held by GSR Growth Investments LP and that such shares represent 6.03 % of your common stock. Refer to Item 404 of Regulation S-K.

 We have included the following disclosure regarding the Asset Management Agreement with GSR in the Business  section of the prospectus:

 Asset Management Agreement

 On April 23, 2025, the Company entered into an Asset Management Agreement (the “Asset Management Agreement”) with GSR Strategies LLC (the “Asset Manager”), pursuant to which the Asset Manager shall provide discretionary investment management services with respect to the Company’s cryptocurrency treasury (the “Account Assets”). According to the Asset Management Agreement, the Asset Manager will invest the Account Assets, including any funds raised in accordance with the funding allocation provided in the Asset Management Agreement, principally with a long-only strategy primarily in Solana, including staking (and restaking0 Solana to improve returns (the “SOL Treasury Strategy”).

 The Company shall pay the Asset Manager an asset-based fee (the “Asset-based Fee”) equal to 1.75% per annum, of the assets under the Asset Manager’s management, which shall be calculated and paid in advance as of the first business day of each calendar month, as determined by the Asset Manager in a commercially reasonable manner and in good faith, by reference to, where applicable, available prices on Coinbase as of 12:00 UTC on such day. For any asset prices not available on Coinbase, the Asset Manager shall determine the value of such assets in a commercially reasonable manner and in good faith by reference to reputable industry sources.

 As compensation for services rendered by the Asset Manager, the Company issued warrants (the “GSR Warrants”) to the Asset Manager ( to purchase 2,192,982 shares of Common Stock at various prices per share of common stock as follows: (i) 877,193 shares of Common Stock at an exercise price of $2.28 per share of Common Stock; (ii) 438,596 shares of Common Stock at an exercise price of $3.42 per share of Common Stock; (iii) 438,596 shares of Common Stock at an exercise price of $4.56 per share of Common Stock; (iv) 438,597 shares of Common Stock at an exercise price of $5.70 per share of Common Stock.

  3

 The Asset Management Agreement will, unless early terminated in accordance with its terms, continue in effect until the twentieth (20th) anniversary of April 23, 2025. The Asset Management Agreement may be terminated by the Company without cause solely upon a two-thirds majority vote of the Company’s common stockholders to terminate the SOL Treasury Strategy. If the Company terminates the Asset Management Agreement for any other reason other than for cause, the Company shall pay the Asset Manager an early termination fee (the “Termination Fee) in the amount equal or greater of (i) five (5) times the aggregate amount of the management fees paid by the Company to the Asset Manager over the prior ten (10) year period, or (ii) $15 million. The Asset Management Agreement may be terminated for Cause (i) by the Company upon at least thirty (30) days prior written notice to the Asset Manager and (ii) by the Asset Manager upon at least sixty (60) days prior written notice to the Company.

 We have included the following disclosure related to GSR and the Asset Management Agreement in the “Transactions With Related Persons” section:

 On April 23, 2025, the Company entered into an Asset Management Agreement (the “Asset Management Agreement”) with GSR Strategies LLC (the “Asset Manager”), pursuant to which the Asset Manager shall provide discretionary investment management services with respect to the Company’s cryptocurrency treasury (the “Account Assets”).  The Company shall pay the Asset Manager an asset-based fee (the “Asset-based Fee”) equal to 1.75% per annum, of the assets under the Asset Manager’s management, which shall be calculated and paid in advance as of the first business day of each calendar month, as determined by the Asset Manager in a commercially reasonable manner.  The Company issued warrants (the “GSR Warrants”) to the Asset Manager ( to purchase 2,192,982 shares of Common Stock at various prices per share of common stock as follows: (i) 877,193 shares of Common Stock at an exercise price of $2.28 per share of Common Stock; (ii) 438,596 shares of Common Stock at an exercise price of $3.42 per share of Common Stock; (iii) 438,596 shares of Common Stock at an exercise price of $4.56 per share of Common Stock; (iv) 438,597 shares of Common Stock at an exercise price of $5.70 per share of Common Stock. The Asset Management Agreement will, unless early terminated in accordance with its terms, continue in effect until the twentieth (20th) anniversary of April 23, 2025. The Asset Management Agreement may be terminated by the Company without cause solely upon a two-thirds majority vote of the Company’s common stockholders. If the Company terminates the Asset Management Agreement for any other reason other than for cause, the Company shall pay the Asset Manager an early termination fee (the “Termination Fee) in the amount equal or greater of (i) five (5) times the aggregate amount of the management fees paid by the Company to the Asset Manager over the prior ten (10) year period, or (ii) $15 million. The Asset Management Agreement may be terminated for Cause (i) by the Company upon at least thirty (30) days prior written notice to the Asset Manager and (ii) by the Asset Manager upon at least sixty (60) days prior written notice to the Company.  GSR Growth Investments LP, a related party of the Asset Manager, holds shared voting power over 4,006,210 shares of common stock, or approximately [7.45%], of the Company’s outstanding common stock.

 In accordance with a Schedule 13G filed by GSR Growth Investments LP (“GGI”) and discussions with GSR, we have been advised that the prior disclosure related to Xin Song is no longer accurate and we have revised the Footnote 34 to the Selling Stockholder table as related to GGI as follows:

    (34)

   Holder of Secured Convertible Note. GSR Growth Investments GP is the investment manager of GSR Growth Investments LP (the “Selling Securityholder”) and has voting and investment control of the shares held by the Selling Securityholder. GSR Growth Investments GP has an investment committee which votes collectively to make disposition decisions. No individual has sole discretion to sell these shares or to control/amend the investment committee makeup or powers. The registered address of the Selling Securityholder is 65 Curzon Street London, United Kingdom W1J8PE.

 How We Earn Staking Rewards, page 3

    4.

   Please expand your disclosure to provide a materially complete description of staking on the Solana Network. Without limitation, your disclosure should address, the mechanics of the process, the participants involved, and how awards are determined.

 We have revised the prospectus to include the following description of staking on the Solana Network in response to Comment 4:

  4

 SOL and the Solana Network

 SOL is a digital asset that is created and transmitted through the operations of the peer-to-peer Solana network (the “Solana blockchain” or “Solana network”), which is a decentralized network of computers operating the implementation of the Solana protocol. While certain entities such as Solana Labs, Inc. (“Solana Labs”) and the Solana Foundation have influence over the

August 26, 2025
Allan Marshall
President and Chief Executive Officer
Upexi, Inc.
3030 North Rocky Point Drive, Suite 420
Tampa, FL 33607
Re:Upexi, Inc.
Registration Statement on Form S-1
Filed August 11, 2025
File No. 333-289465
Dear Allan Marshall:
            We have conducted a limited review of 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.
Registration Statement on Form S-1
Prospectus Summary
Our Solana Treasury Strategy, page 3
1.Please revise to disclose the percentage of the Trust's SOL that is currently staked and
that is planned to be staked. Additionally, under an appropriate section of the
prospectus, please revise to disclose with specificity the bonding and unbonding
periods associated with staking SOL, discuss how they affect liquidity and disclose
the material terms of any policies and procedures you have in place to manage
liquidity in this regard.
Please expand your disclosure to describe the policies and procedures you have in
place or intend to adopt that govern when you exchange cash for SOL and when you
monetize your SOL. Additionally, disclose the percentage of your treasury that is
currently invested in SOL and disclose whether you intend to hedge your SOL 2.

August 26, 2025
Page 2
exposure. If so, please describe your hedging strategy. Further, we note your treasury
policy focuses "primarily" on SOL. Please expand to discuss your intentions to
acquire other crypto assets.
3.Please expand to describe the material terms of the Asset Management Agreement
between you and GSR Strategies LLC and disclose the agreement under Transactions
With Related Persons on page 50, or advise. In this regard, we note Xin Song, the
Chief Executive Officer of GSR Strategies LLC, is the beneficial owner of the shares
of your common stock held by GSR Growth Investments LP and that such shares
represent 6.03 % of your common stock. Refer to Item 404 of Regulation S-K.
How We Earn Staking Rewards, page 4
4.Please expand your disclosure to provide a materially complete description of staking
on the Solana Network. Without limitation, your disclosure should address, the
mechanics of the process, the participants involved, and how awards are determined.
Use of Custodians and Storage of SOL Tokens, page 4
5.Please revise to describe the material terms of your agreements with the custodians,
including the term, termination provisions, whether your assets are held in segregated
accounts, the identity of entities that have access to the SOL, whether any entity is
responsible for verifying the existence of the SOL and the insurance coverage of your
SOL holdings that the custodians provide. Also, revise your disclosure to address
where your third-party custodians are chartered and how they are regulated, and
include the agreements with your third-party custodians as exhibits to your
registration statement.
How SOL is Used, page 4
6.Please expand your disclosure to describe the transaction fees on the Solana Network.
Risk Factors
Risks Relating to Investing in Solana, page 22
7.Please revise your risk factor disclosure to address potential impacts to the price of
SOL such as competition from other crypto assets and the level of adoption of SOL
relative to other crypto assets.
We may use the net proceeds from any offering by the Company to purchase additional
Solana..., page 24
8.Please expand this risk factor to provide quantitative information that demonstrates
the volatility of SOL.
Incorporation of Certain Documents by Reference, page 69
We note that you have not yet filed your Form 10-K for your most recently completed
fiscal year, and therefore appear to be ineligible to incorporate by reference on Form
S-1. Please revise your prospectus to remove this section and include all disclosure
required by Items 3 through 11 of Form S-1, including all required financial
statements, or provide us with your analysis regarding your eligibility to incorporate 9.

August 26, 2025
Page 3
by reference on Form S-1. Alternately, file your Form 10-K for the fiscal year ended
June 30, 2025, and update accordingly. Refer to General Instruction VII.C. of Form
S-1.
            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 David Gessert at 202-551-2326 or Sandra Hunter Berkheimer at 202-
551-3758 with any questions.
Sincerely,
Division of Corporation Finance
Office of Crypto Assets
cc:Peter Campitiello

CORRESP
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 upxi_corresp.htm August 11, 2025 U.S. Securities & Exchange Commission Division of Corporation Finance Office of Life Sciences 100 F Street, NE Washington, D.C. 20549 Attn: David Gessert Re: Upexi, Inc. Registration Statement on Form S-1 Filed July 21, 2025 File No. 333-288822 To Whom It May Concern: Upexi, Inc. (the “ Company ” or “ we ”) hereby transmits its response to the comment letter received from the staff (the “ Staff ”) of the U.S. Securities and Exchange Commission, dated June 5,2025 regarding the Company’s Registration Statement on Form S-1 filed on August 1, 2025 (the “ Registration Statement ”). For the Staff’s convenience, we have repeated below the Staff’s comment and have followed each comment with the Company’s response. Registration Statement on Form S-1 Business The Company's Solana Treasury Strategy, page 26 1. We note your disclosure that your strategy changed to include cryptocurrencies in early 2025 and that you refined your Cryptocurrency strategy and treasury policy to primarily hold Solana (SOL) on the balance sheet. Please provide a materially complete description of SOL and your treasury strategy. In that regard: · Provide a discussion of the material aspects of your treasury strategy and how you intend to generate profit through this strategy. · Describe the material aspects of your plans to stake the SOL you hold. · Describe the use case for SOL including its intended purpose, use and/or function. · Provide a discussion of SOL "tokenomics" discussing the past and current supply of SOL, how new SOL is created, any burn mechanism, the amount of SOL locked up and the related unlocking schedule, and any inflationary or deflationary mechanism. · Include a discussion of the Solana ecosystem and a description of the lifecycle of the SOL token. · Disclose whether you intend to use third-party custodians to store the SOL you hold and, if so, identify them and disclose the material terms of your custody arrangements. Please note we have updated the business summary in the amended registration statement to include the requested disclosure regarding Solana. Incorporation of Certain Documents by Reference, page 37 2. We note that you have not yet filed your Form 10-K for your most recently completed fiscal year, and therefore appear to be ineligible to incorporate by reference on Form S-1. Please amend your registration statement to include all disclosure required by Form S-1 or file your Form 10-K for the fiscal year ended June 30, 2025, and update accordingly. Please refer to General Instruction VII.C. of Form S-1. We have amended the registration statement to include the disclosure which cannot be incorporated by reference until the Form 10-K for the 2025 fiscal year is filed. We thank the Staff for its review of the foregoing and the Registration Statement. If you have further comments, please feel free to contact our counsel Peter Campitiello at pcampitiello@lucbro.com or by telephone at (732) 395-4517. Very truly yours, UPEXI, INC. By: /s/ Allan Marshall Name: Allan Marshall Title: Chief Executive Officer cc: Peter Campitiello, Esq. 2

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 August 1, 2025

Allan Marshall
President and Chief Executive Officer
Upexi, Inc.
3030 North Rocky Point Drive, Suite 420
Tampa, FL 33607

 Re: Upexi, Inc.
 Registration Statement on Form S-1
 Filed July 21, 2025
 File No. 333-288822
Dear Allan Marshall:

 We have conducted a limited review of 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.

Registration Statement on Form S-1
Business
The Company's Solana Treasury Strategy, page 26

1. We note your disclosure that your strategy changed to include
cryptocurrencies in
 early 2025 and that you refined your Cryptocurrency strategy and
treasury policy
 to primarily hold Solana (SOL) on the balance sheet. Please provide a
materially
 complete description of SOL and your treasury strategy. In that regard:
 Provide a discussion of the material aspects of your treasury
strategy and how you
 intend to generate profit through this strategy.
 Describe the material aspects of your plans to stake the SOL you
hold.
 Describe the use case for SOL including its intended purpose, use
and/or
 function.
 August 1, 2025
Page 2

 Provide a discussion of SOL "tokenomics" discussing the past and
current supply
 of SOL, how new SOL is created, any burn mechanism, the amount of
SOL
 locked up and the related unlocking schedule, and any inflationary
or deflationary
 mechanism.
 Include a discussion of the Solana ecosystem and a description of
the lifecycle of
 the SOL token.
 Disclose whether you intend to use third-party custodians to store
the SOL you
 hold and, if so, identify them and disclose the material terms of
your custody
 arrangements.
Incorporation of Certain Documents by Reference, page 37

2. We note that you have not yet filed your Form 10-K for your most
recently completed
 fiscal year, and therefore appear to be ineligible to incorporate by
reference on Form
 S-1. Please amend your registration statement to include all disclosure
required by
 Form S-1 or file your Form 10-K for the fiscal year ended June 30, 2025,
and update
 accordingly. Please refer to General Instruction VII.C. of Form S-1.
 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 David Gessert at 202-551-2326 or Sandra Hunter Berkheimer
at 202-
551-3758 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Crypto
Assets
</TEXT>
</DOCUMENT>

CORRESP
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 filename1.htm

 upxi_corresp.htm UPEXI, INC. 3030 ROCKY POINT DRIVE, SUITE 420 TAMPA, FL 33607 June 20, 2025 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences 100 F Street, N.E. Washington, DC 20549 Re: Upexi, Inc. Registration Statement on Form S-1, File No. 333-287525 REQUEST FOR ACCELERATION OF EFFECTIVENESS Requested Date: June 23, 2025 Requested Time: 5:00 pm, Eastern Time Ladies and Gentlemen: Upexi, Inc. (the “Company”) hereby requests that the effective date of the Company’s Registration Statement on Form S-1, as amended (File No. 333-287525), be accelerated pursuant to Rule 461 under the Securities Act of 1933, as amended, so that it is declared and becomes effective at 5:00 pm Eastern Time on June 23, 2025, or as soon thereafter as possible. Please contact our counsel, Peter Campitiello of Lucosky Brookman LLP at (732) 395-4517 with any questions you may have regarding this request. In addition, the Company requests that you kindly notify Mr. Campitiello by telephone when this request for acceleration has been granted. Sincerely yours, UPEXI, INC. /s/ Allan Marshall Allan Marshall Chief Executive Officer

CORRESP
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 upxi_corresp.htm June 11, 2025 U.S. Securities & Exchange Commission Division of Corporation Finance Office of Life Sciences 100 F Street, NE Washington, D.C. 20549 Attn: Joe McCann Doris Stacey Gama Re: Upexi, Inc. Registration Statement on Form S-1 Filed May 22, 2025 File No. 333-287525 To Whom It May Concern: Upexi, Inc. (the “ Company ” or “ we ”) hereby transmits its response to the comment letter received from the staff (the “ Staff ”) of the U.S. Securities and Exchange Commission, dated June 5,2025 regarding the Company’s Registration Statement on Form S-1 filed on May 22, 2025 (the “ Registration Statement ”). For the Staff’s convenience, we have repeated below the Staff’s comment and have followed each comment with the Company’s response. Registration Statement on Form S-1 Prospectus Summary, page 3 1. The prospectus summary should provide a brief overview of the key aspects of the offering. Refer to Regulation S-K, Item 503(a). We note your summary is limited to a discussion of your consumer products business; however, your recent press releases and investor presentations highlight that “the majority of value” is to come from a new treasury strategy that is enabled by the “smaller” nature of your consumer products operations. Accordingly, please revise the summary to reflect recent events and your strategy for creating value. Please also update your risk factors section to discuss the material risks associated with your new treasury strategy. Please note we have updated the business summary in the amended registration statement to include the requested disclosure and added risk factors related to the Company’s new treasury strategy. We thank the Staff for its review of the foregoing and the Registration Statement. If you have further comments, please feel free to contact our counsel Peter Campitiello at pcampitiello@lucbro.com or by telephone at (732) 395-4517. Very truly yours, UPEXI,S INC. By: /s/ Allan Marshall Name: Allan Marshall Title: Chief Executive Officer cc: Peter Campitiello, Esq.

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 June 5, 2025

Allan Marshall
Chief Executive Officer
Upexi, Inc.
3030 North Rocky Point Drive, Suite 420
Tampa, FL 33607

 Re: Upexi, Inc.
 Registration Statement on Form S-1
 Filed May 22, 2025
 File No. 333-287525
Dear Allan Marshall:

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

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

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

Registration Statement on Form S-1
Prospectus Summary, page 3

1. The prospectus summary should provide a brief overview of the key
aspects of the
 offering. Refer to Regulation S-K, Item 503(a). We note your summary is
limited to a
 discussion of your consumer products business; however, your recent
press releases
 and investor presentations highlight that the majority of value is
to come from a
 new treasury strategy that is enabled by the smaller nature of
your consumer
 products operations. Accordingly, please revise the summary to reflect
recent events
 and your strategy for creating value. Please also update your risk
factors section to
 discuss the material risks associated with your new treasury strategy.
 June 5, 2025
Page 2

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

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

 Please contact Doris Stacey Gama at 202-551-3188 or Joe McCann at
202-551-6262
with any other questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Life
Sciences
cc: Peter Campitiello, Esq.
</TEXT>
</DOCUMENT>

CORRESP
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grvi_corresp.htmUpexi, Inc.

 17129 US Hwy 19 N.

 Clearwater, FL 33760

 September 16, 2022

 VIA EDGAR

 Securities and Exchange Commission

 Division of Corporation Finance

 100 F. Street, N.E.

 Washington, D.C. 20549

   Re:

   Upexi, Inc.

 Registration Statement on Form S-3, Filed September 9, 2022

 File No. 333-267355

 Ladies and Gentlemen:

 In accordance with Rule 461 under the Securities Act of 1933, as amended, Upexi, Inc. (the “Company”) hereby respectfully requests that the effective date of the above-referenced Registration Statement be accelerated so that the same will become effective at 5:00 PM on September 20, 2022, or as soon thereafter as is practicable.

 The Company also requests the Commission confirm the effective date and time of the Registration Statement in writing.

          Sincerely,

   Upexi, Inc.

    By:  /s/ Allan Marshall

   Name:

   Allan Marshall

     Title:    Chief Executive Officer

United States securities and exchange commission logo
September 14, 2022
Andrew Norstrud
Chief Financial Officer
Upexi, Inc.
17129 US Hwy 19 N.
Clearwater, FL 33760
Re:Upexi, Inc.
Registration Statement on Form S-3
Filed September 9, 2022
File No. 333-267355
Dear Mr. Norstrud:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Conlon Danberg at 202-551-4466 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Clint J. Gage, Esq.

CORRESP
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filename1.htm

grvi_corresp.htmGrove, Inc.

 17129 US Hwy 19 N.

 Clearwater, FL 33760

 July 8, 2022

 VIA EDGAR

 Securities and Exchange Commission

 Division of Corporation Finance

 100 F. Street, N.E.

 Washington, D.C. 20549

   Re:

   Grove, Inc.

 Registration Statement on Form S-3, Filed July 1, 2022

 File No. 333-266000

 Ladies and Gentlemen:

 In accordance with Rule 461 under the Securities Act of 1933, as amended, Grove, Inc. (the “Company”) hereby respectfully requests that the effective date of the above-referenced Registration Statement be accelerated so that the same will become effective at 5:00 PM on July 12, 2022, or as soon thereafter as is practicable.

 The Company also requests the Commission confirm the effective date and time of the Registration Statement in writing.

   Sincerely,

   Grove, Inc.

   By:

   /s/ Allan Marshall

   Name:

   Allan Marshall

   Title:

   Chief Executive Officer

United States securities and exchange commission logo
July 8, 2022
Allan Marshall
Chief Executive Officer
GROVE, INC.
17129 US Hwy 19 N.
Clearwater, FL 33760
Re:GROVE, INC.
Registration Statement on Form S-3
Filed July 1, 2022
File No. 333-266000
Dear Mr. Marshall:
            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  Margaret Schwartz at 202-551-7153 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Clint J. Gage, Esq.

CORRESP
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grove_corresp.htm

 Grove, Inc.

 1710 Whitney Mesa Drive

 Henderson, NV 89014

 June 21, 2021

 VIA EDGAR

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, NE

 Washington, D.C. 20549

    Attn:

   Mr. Deanna Virginio

   Division of Corporation Finance

   Office of Life Sciences

   Re:

   Grove, Inc.

   Registration Statement on Form S-1

   File No. 333-255266

   Request for Acceleration of Effectiveness

 Dear Ms. Virginio:

 Pursuant to Rule 461 under the Securities Act of 1933, as amended (the “Securities Act”), the undersigned, Grove, Inc., a Nevada corporation (the “Registrant”), hereby respectfully requests acceleration of the effective date of the above-referenced Registration Statement on Form S-1 (the “Registration Statement”), so that it may become effective at 4:30pm, Eastern time, on June 23, 2021, or as soon thereafter as practicable.

 The Registrant understands that the staff of the U.S. Securities and Exchange Commission will consider this request for acceleration of the effective date of the Registration Statement as confirmation by the Registrant of its awareness of its responsibilities under the Securities Act and the Securities Exchange Act of 1934, as amended, as they relate to the proposed public offering of the registered securities covered by the Registration Statement.

 If you have any questions regarding the foregoing, please contact our counsel, Mr. Mark Lee of Greenberg Traurig, LLP at (916) 868-0630 or by fax at (916) 448-1709.  In addition, it would be greatly appreciated if you could please call Mr. Lee to notify him when the Registration Statement has been declared effective.

       Sincerely,

 Grove, Inc.

    By:  /s/ Andrew Norstrud

  Andrew Norstrud

        Chief Financial Officer

    cc:

   Allan Marshall, Grove, Inc.

   Mark Lee, Esq., Greenberg Traurig, LLP

   1

 June 21, 2021

 VIA EDGAR

 Securities and Exchange Commission

 Division of Corporation Finance

 100 F. Street, N.E.

 Washington, D.C. 20549

   Re:

   Grove, Inc. (the “Company”)

   Registration Statement on Form S-1

   File No. 333-2555266

 Ladies and Gentlemen:

 In accordance with Rule 461 under the Securities Act of 1933, as amended (the “Act”), and as the representative of the several underwriters of the Company’s proposed public offering, we wish to advise you that we hereby join with the Company’s request that the effective date of the above-referenced Registration Statement be accelerated so that the same will become effective at 4:30pm EST on June 23, 2021, or as soon thereafter as is practicable.

 Pursuant to Rule 460 under the Act, we wish to advise you that we have distributed 400 copies of the preliminary prospectus, dated June 2, 2021, through the date hereof, to prospective underwriters, institutional investors, dealers and others.

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

      Very truly yours,

 EF HUTTON

 division of Benchmark Investments, LLC

    By:  /s/ Sam Fleischman

   Name:

  Sam Fleischman

     Title:   Supervisory Principal

   2

CORRESP
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grove_corresp.htm

 GREENBERG TRAURIG, LLP ■ ATTORNEYS AT LAW ■ WWW.GTLAW.COM

 1201 K Street, Suite 1100 | Sacramento, CA 95814

 Mark Lee, Esq.

 Tel +1 916.868.0630

 Fax +1 916.448.1709

 leema@gtlaw.com

 June 2, 2021

 United States Securities and Exchange Commission

 Division of Corporation Finance

 Office of Life Sciences

 100 F Street, N.E.

 Washington, D.C. 20549

    Attention:

   Tara Harkins

  Kevin Kuhar

 Deanna Virginio

 Jeffrey Gabor

   ALBANY

 AMSTERDAM

 ATLANTA

 AUSTIN

 BERLIN¬

 BOCA RATON

 BOSTON

 CHICAGO

 DALLAS

 DELAWARE

 DENVER

   Re:

   Grove, Inc.

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

 Submitted on May 21, 2021

 CIK No. 0001775194

   Ladies and Gentlemen:

 On behalf of our client, Grove, Inc. (the “Company”), we are hereby submitting to the Securities and Exchange Commission (the “Commission”) a Pre-Effective Amendment No. 3 to Registration Statement (the “Registration Statement”) on Form S-1, which amends the Registration Statement previously filed on April 15, 2021, and as amended by Pre-Effective Amendment No. 1 filed on May 3, 2021 and Pre-Effective Amendment No. 2 filed on May 21, 2021.  The Registration Statement has been revised to reflect the Company’s responses to the comment letter to the Registration Statement received on June 1, 2021 from the staff of the Commission (the “Staff”).

 For ease of review, we have set forth below each of the numbered comments of your letter in bold type followed by the Company’s responses thereto.

 Pre-Effective Amendment No. 2 to Registration Statement on Form S-1 Filed May 21, 2021

 Capitalization, page 27

 1. We note the statement on page F-36 that the convertible promissory notes issued during the three months ended March 31, 2021 will automatically convert in any initial public offering by the company. Please revise the pro forma column and related notes to reflect and discuss the conversion of any notes or preferred stock that is directly attributable to the initial public offering.

   FORT LAUDERDALE

 HOUSTON

 LAS VEGAS

 LONDON*

 LOS ANGELES

 MEXICO CITY+

 MIAMI

 MILAN**

 NEW JERSEY

 NEW YORK

 NORTHERN VIRGINIA

 ORANGE COUNTY

 ORLANDO

 PHILADELPHIA

 PHOENIX

 ROME**

 SACRAMENTO

 SAN FRANCISCO

 SEOUL∞

 SHANGHAI

 SILICON VALLEY

 TALLAHASSEE

 TAMPA

 TEL AVIV^

 TOKYO¤

 WARSAW~

 WASHINGTON, D.C.

 WESTCHESTER COUNTY

 WEST PALM BEACH

 ¬ OPERATES AS

 GREENBERG TRAURIG GERMANY, LLP

 * OPERATES AS A

 SEPARATE UK REGISTERED LEGAL ENTITY

 + OPERATES AS

 GREENBERG TRAURIG, S.C.

 * * STRATEGIC ALLIANCE

 ∞ OPERATES AS

 GREENBERG TRAURIG LLP

 FOREIGN LEGAL CONSULTANT OFFICE

 ^ A BRANCH OF

 GREENBERG TRAURIG, P.A.,

 FLORIDA, USA

 ¤ OPERATES AS

 GT TOKYO HORITSU JIMUSHO

 ~ OPERATES AS

 GREENBERG TRAURIG GRZESIAK SP.K.

   GREENBERG TRAURIG, LLP ■ ATTORNEYS AT LAW ■ WWW.GTLAW.COM

 1201 K Street, Suite 1100 | Sacramento, CA 95814

 June 2, 2021

 Page 2

 Response:

 In response to the Staff’s comment, the Company has revised the pro forma column and related notes accordingly.

 Liquidity and Capital Resources, page 39

 2. Please revise to highlight the auditor's explanatory paragraph regarding your ability to continue as a going concern. Your disclosures should describe the potential consequences to your business if you are unable to raise additional financing.

 Response: In response to the Staff’s comment, the Company has revised the disclosure accordingly.

 Certain Relationships and Related Party Transactions, page 64

 3. We note your disclosure that each of Robert Hackett, your President, and Nikolaos Voudouris, a greater than 5% shareholder of the Company, was an equity holder, managing member and/or officer of the HAVZ Consolidated companies that you acquired in May 2019. Please provide the disclosure required by Item 404 of Regulation S-K. Alternatively, please explain to us why such disclosure is not required.

 Response: In response to the Staff’s comment, the Company has revised the disclosure accordingly.

 Certain Relationships and Related Party Transactions, page 64

 4. We note the revised disclosure on page 6 that Robert Hackett and Nikolaos Voudouris were both either an equity holder, managing member and/or officer of the four companies in the HAVZ Consolidation. Please identify and quantify their ownership or membership control percentages of each of the four entities along with Grove, Inc. at the time of the transaction on May 31, 2019. Describe to us in detail how you concluded that this transaction did not represent a reorganization of entities under common control under ASC 805-50-15-6 and 30-5 which would recognize the assets and liabilities transferred at their carrying amounts and not at fair value.

 Response: In response to the Staff’s comment, the reporting entity did not have common control at the measurement date of the acquisition and thus must apply fresh start reporting upon emergence from bankruptcy as it met both of the following criteria:

   ·

   The reorganization value of the emerging entity immediately before the date of confirmation is less than the total of all post petition liabilities and allowed claims, which is sometimes referred to as being “balance sheet insolvent,” and

   ·

   The holders of existing voting shares immediately before confirmation receive less than 50% of the voting shares of the emerging entity.

 Greenberg Traurig, LLP  ■  ATTORNEYS AT LAW  ■  WWW.GTLAW.COM

 June 2, 2021

 Page 3

 Mr. Hackett and Mr. Voudouris each owned 50% of each of the four entities of HAVZ Consolidated at the time of the transaction on May 31, 2019. Mr. Hackett owned 20.69% and Mr. Voudouris owned 8.05% of the Company at the time of the acquisition of HAVZ Consolidated. Following the transaction, Mr. Hackett owned 20.69% and Mr. Voudouris owned 8.05% of the emerging entity, which requires application of fresh start reporting upon emergence from bankruptcy under ASC 852-10-45-20 and 45-21. Therefore, adjustments were made in the predecessor accounts upon emergence from bankruptcy and adoption of fresh start reporting, and goodwill and intangible assets were recognized.

 As such, this transaction did not represent a reorganization of entities under common control under ASC 805-50-15-6 and 30-5 which would recognize the assets and liabilities transferred at their carrying amounts and not at fair value.

 5. In this regard, please revise the filing clearly describe the nature of the related party relationship of the HAVZ Consolidation entities and provide all of the disclosures required by ASC 805-10-50-1.

 Response: In response to the Staff’s comment, the transaction was negotiated and conducted through bankruptcy court and with the vendors and debtors of HAVZ Consolidated, not negotiated directly with Mr. Hackett and Mr. Voudouris and they did not have control of the final transaction. As such this was not a related party transaction requiring disclosure under ASC 805-10-50-1.

 We hope the foregoing answers are responsive to your comments. Please do not hesitate to contact me by telephone at (916) 868-0630 or by fax at (916) 448-1709 with any questions or comments regarding this correspondence.

   Very truly yours,

 /s/ Mark Lee, Esq.

 Mark Lee

 of GREENBERG TRAURIG, LLP

   cc:        (via email): Allan Marshall; Andrew Norstrud

 Greenberg Traurig, LLP  ■  ATTORNEYS AT LAW  ■  WWW.GTLAW.COM

United States securities and exchange commission logo
June 1, 2021
Allan Marshall
Chief Executive Officer
Grove, Inc.
1710 Whitney Mesa Drive
Henderson, NV 89014
Re:Grove, Inc.
Amendment No. 2 to Registration Statement on Form S-1
Filed May 21, 2021
File No. 333-255266
Dear Mr. Marshall:
            We have reviewed your amended 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.  Unless we note
otherwise, our references to prior comments are to comments in our May 11, 2021 letter.
Amendment No. 2 to Registration Statement on Form S-1 filed May 21, 2021
Capitalization, page 27
1.We note the statement on page F-36 that the convertible promissory notes issued during
the three months ended March 31, 2021 will automatically convert in any initial public
offering by the company. Please revise the pro forma column and related notes to reflect
and discuss the conversion of any notes or preferred stock that is directly attributable to
the initial public offering.

 FirstName LastNameAllan  Marshall
 Comapany NameGrove, Inc.
 June 1, 2021 Page 2
 FirstName LastName
Allan  Marshall
Grove, Inc.
June 1, 2021
Page 2
Liquidity and Capital Resources, page 39
2.Please revise to highlight the auditor's explanatory paragraph regarding your ability to
continue as a going concern. Your disclosures should describe the potential consequences
to your business if you are unable to raise additional financing.
Certain Relationships and Related Party Transactions, page 64
3.We note your disclosure that each of Robert Hackett, your President, and Nikolaos
Voudouris, a greater than 5% shareholder of the Company, was an equity holder,
managing member and/or officer of the HAVZ Consolidated companies that you acquired
in May 2019. Please provide the disclosure required by Item 404 of Regulation S-K.
Alternatively, please explain to us why such disclosure is not required.
Note 3. Acquisitions, page F-14
4.We note the revised disclosure on page 6 that Robert Hackett and Nikolaos Voudouris
were both either an equity holder, managing member and/or officer of the four companies
in the HAVZ Consolidation. Please identify and quantify their ownership or membership
control percentages of each of the four entities along with Grove, Inc. at the time of the
transaction on May 31, 2019. Describe to us in detail how you concluded that this
transaction did not represent a reorganization of entities under common control under
ASC 805-50-15-6 and 30-5 which would recognize the assets and liabilities transferred at
their carrying amounts and not at fair value.
5.In this regard, please revise the filing clearly describe the nature of the related party
relationship of the HAVZ Consolidation entities and provide all of the disclosures
required by ASC 805-10-50-1.
            You may contact Tara Harkins at 202-551-3639 or Kevin Kuhar at 202-551-3662 if you
have questions regarding comments on the financial statements and related matters. Please
contact Deanna Virginio at 202-551-4530 or Jeffrey Gabor at 202-551-2544 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Mark Lee, Esq.

CORRESP
1
filename1.htm

grove_corresp.htmGREENBERG TRAURIG, LLP ■ ATTORNEYS AT LAW ■ WWW.GTLAW.COM

 1201 K Street, Suite 1100 | Sacramento, CA 95814

 Mark Lee, Esq.

 Tel +1 916.868.0630

 Fax +1 916.448.1709

 leema@gtlaw.com

 May 21, 2021

 United States Securities and Exchange Commission

 Division of Corporation Finance

 Office of Life Sciences

 100 F Street, N.E.

 Washington, D.C. 20549

    Attention:

   Tara Harkins

  Kevin Kuhar

 Deanna Virginio

 Jeffrey Gabor

   ALBANY

 AMSTERDAM

 ATLANTA

 AUSTIN

 BERLIN¬

 BOCA RATON

 BOSTON

 CHICAGO

 DALLAS

 DELAWARE

 DENVER

   Re:

   Grove, Inc.

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

 Submitted on May 3, 2021

 CIK No. 0001775194

   Ladies and Gentlemen:

 On behalf of our client, Grove, Inc. (the “Company”), we are hereby submitting to the Securities and Exchange Commission (the “Commission”) a Pre-Effective Amendment No. 2 to Registration Statement (the “Registration Statement”) on Form S-1, which amends the Registration Statement previously filed on April 15, 2021, and as amended by Pre-Effective Amendment No. 1 filed on May 3, 2021. The Registration Statement has been revised to reflect the Company’s responses to the comment letter to the Registration Statement received on May 11, 2021 from the staff of the Commission (the “Staff”).

 For ease of review, we have set forth below each of the numbered comments of your letter in bold type followed by the Company’s responses thereto.

 Pre-Effective Amendment No. 1 to Registration Statement on Form S-1 Filed May 3, 2021

 PROSPECTUS SUMMARY

 Recent Transactions, page 6

 1. We note your response to prior comment 1. It appears that Mr. Hackett was a Managing Member and/or President of Steam Distribution, LLC, One Hit Wonder Holdings, LLC, One Hit Wonder, Inc., and HAVC, LLC when the companies filed petition under Chapter 11 of the U.S. Bankruptcy Code. Please provide the disclosure required by Items 401(f) and 404 of Regulation S-K and revise the disclosure on pages 57 and 60. Please also provide balancing disclosure in the Summary section, which clarifies Messrs. Hackett’s and Voudouris’ experience with the above referenced companies and involvement with their recent bankruptcy.

 Response: In response to the Staff’s comment, the Company has revised the disclosures accordingly.

   FORT LAUDERDALE

 HOUSTON

 LAS VEGAS

 LONDON*

 LOS ANGELES

 MEXICO CITY+

 MIAMI

 MILAN**

 NEW JERSEY

 NEW YORK

 NORTHERN VIRGINIA

 ORANGE COUNTY

 ORLANDO

 PHILADELPHIA

 PHOENIX

 ROME**

 SACRAMENTO

 SAN FRANCISCO

 SEOUL∞

 SHANGHAI

 SILICON VALLEY

 TALLAHASSEE

 TAMPA

 TEL AVIV^

 TOKYO¤

 WARSAW~

 WASHINGTON, D.C.

 WESTCHESTER COUNTY

 WEST PALM BEACH

 ¬ OPERATES AS

 GREENBERG TRAURIG GERMANY, LLP

 * OPERATES AS A

 SEPARATE UK REGISTERED LEGAL ENTITY

 + OPERATES AS

 GREENBERG TRAURIG, S.C.

 * * STRATEGIC ALLIANCE

 ∞ OPERATES AS

 GREENBERG TRAURIG LLP

 FOREIGN LEGAL CONSULTANT OFFICE

 ^ A BRANCH OF

 GREENBERG TRAURIG, P.A.,

 FLORIDA, USA

 ¤ OPERATES AS

 GT TOKYO HORITSU JIMUSHO

 ~ OPERATES AS

 GREENBERG TRAURIG GRZESIAK SP.K.

   GREENBERG TRAURIG, LLP ■ ATTORNEYS AT LAW ■ WWW.GTLAW.COM

 1201 K Street, Suite 1100 | Sacramento, CA 95814

 May 21, 2021

 Page 2

 Use of Proceeds, page 26

 2. We note your revised disclosure in response to prior comment 2, including that you intend to use certain of the proceeds for working capital and miscellaneous corporate purposes and that you intend to use a portion of the proceeds for acquisitions, but you do not have any current agreements, commitments or understandings for any specific acquisition. To the extent that you do not have a current specific plan for a significant portion of the proceeds, please include a statement to this effect, discuss the principal reasons for the offering and add risk factor disclosure. Refer to Item 504 of Regulation S-K.

 Response: In response to the Staff’s comment, the Company has revised the disclosure and added risk factor disclosure accordingly.

 Government Regulation, Page 55

 3. We note your response to prior comment 6 and your revised disclosure on page 42 that you “have no immediate plans to export any products to Europe.” Please tell us why your distribution activities are not subject to European regulations or expand your disclosure to include a discussion of the regulations that may apply to your products. Refer to Item 101(h)(4)(ix) of Regulation S-K. Please also clarify whether your reference to “customer” on page 42 means a channel partner such as reseller, distributor, or enduser customer.

 Response: In response to the Staff’s comment, the Company does not believe its distribution activities are subject to European regulations because it sold flavoring products to only one end user customer in the U.S., who in turn distributed those products to Europe on its own accord. The onus on any regulatory compliance was on that customer. The Company is not aware of, and has no knowledge of, any potential liability in the event that claims are brought regarding those flavoring products in Europe. The Company believes that the risk of liability resulting from those flavoring products is minor, because (a) the sales of such flavoring products represented 0.5% (approximately $40,000) of the Company’s total sales during the relevant fiscal year, which is an immaterial amount, (b) such flavoring products have since been discontinued, (c) the Company no longer sells any of its products to that end user customer, and (d) since that last sale, the Company has not sold any products to any customer that in turn exported or distributed such products to Europe. Furthermore, because the Company has no plans in the next two (2) or more years to distribute any products to Europe, the Company does not believe it is currently subject to any European regulations.

 We hope the foregoing answers are responsive to your comments. Please do not hesitate to contact me by telephone at (916) 868-0630 or by fax at (916) 448-1709 with any questions or comments regarding this correspondence.

   Very truly yours,

 /s/ Mark Lee, Esq.

 Mark Lee

 of GREENBERG TRAURIG, LLP

   cc:           (via email): Allan Marshall; Andrew Norstrud

United States securities and exchange commission logo
May 11, 2021
Allan Marshall
Chief Executive Officer
Grove, Inc.
1710 Whitney Mesa Drive
Henderson, NV 89014
Re:Grove, Inc.
Amendment No. 1 to Registration Statement on Form S-1
Filed May 3, 2021
File No. 333-255266
Dear Mr. Marshall:
            We have reviewed your amended 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.  Unless we note
otherwise, our references to prior comments are to comments in our April 29, 2021 letter.
Amendment No. 1 to Registration Statement on Form S-1 filed May 3, 2021
Recent Transactions, page 6
1.We note your response to prior comment 1.  It appears that Mr. Hackett was a Managing
Member and/or President of Steam Distribution, LLC, One Hit Wonder Holdings, LLC,
One Hit Wonder, Inc., and HAVC, LLC when the companies filed petition under Chapter
11 of the U.S. Bankruptcy Code. Please provide the disclosure required by Items
401(f) and 404 of Regulation S-K and revise the disclosure on pages 57 and 60.  Please
also provide balancing disclosure in the Summary section, which clarifies Messrs.
Hackett's and Voudouris' experience with the above referenced companies and
involvement with their recent bankruptcy.

 FirstName LastNameAllan  Marshall
 Comapany NameGrove, Inc.
 May 11, 2021 Page 2
 FirstName LastName
Allan  Marshall
Grove, Inc.
May 11, 2021
Page 2
Use of Proceeds, page 26
2.We note your revised disclosure in response to prior comment 2, including that you intend
to use certain of the proceeds for working capital and miscellaneous corporate purposes
and that you intend to use a portion of the proceeds for acquisitions, but you do not have
any current agreements, commitments or understandings for any specific acquisition. To
the extent that you do not have a current specific plan for a significant portion of
the proceeds, please include a statement to this effect, discuss the principal reasons for the
offering and add risk factor disclosure. Refer to Item 504 of Regulation S-K.
Government Regulation, page 55
3.We note your response to prior comment 6 and your revised disclosure on page 42 that
you “have no immediate plans to export any products to Europe.”  Please tell us why
your distribution activities are not subject to European regulations or expand your
disclosure to include a discussion of the regulations that may apply to your products.
Refer to Item 101(h)(4)(ix) of Regulation S-K.  Please also clarify whether your reference
to “customer” on page 42 means a channel partner such as reseller, distributor, or end-
user customer.
            You may contact Tara Harkins at 202-551-3639 or Kevin Kuhar at 202-551-3662 if you
have questions regarding comments on the financial statements and related matters.  Please
contact Deanna Virginio at 202-551-4530 or Jeffrey Gabor at 202-551-2544 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Mark Lee, Esq.

CORRESP
1
filename1.htm

grove_corresp.htm

    GREENBERG TRAURIG, LLP ■ ATTORNEYS AT LAW ■ WWW.GTLAW.COM

 1201 K Street, Suite 1100 | Sacramento, CA 95814

    Mark Lee, Esq.

 Tel +1 916.868.0630

 Fax +1 916.448.1709

 leema@gtlaw.com

 May 3, 2021

 United States Securities and Exchange Commission

 Division of Corporation Finance

 Office of Life Sciences

 100 F Street, N.E.

 Washington, D.C. 20549

 Attention:      Tara Harkins

 Kevin Kuhar

 Deanna Virginio

 Jeffrey Gabor

 Re:          Grove, Inc.

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

 CIK No. 0001775194

 Ladies and Gentlemen:

 On behalf of our client, Grove, Inc. (the “Company”), we are hereby submitting to the Securities and Exchange Commission (the “Commission”) a Pre-Effective Amendment No. 1 to Registration Statement to Form S-1 (the “Registration Statement”), which amends the Registration Statement previously filed on April 15, 2021.  The Registration Statement  has been revised to reflect the Company’s responses to the comment letter to the Registration Statement received on April 29, 2021 from the staff of the Commission (the “Staff”).

 For ease of review, we have set forth below each of the numbered comments of your letter in bold type followed by the Company’s responses thereto.

 Registration Statement on Form S-1 Filed April 15, 2021

 PROSPECTUS SUMMARY

 Recent Transactions, page 6

 1. Please file the HAVZ Consolidated acquisition agreement as an exhibit to the registration statement or tell us why you are not required to do so. Refer to Item 601(b)(2) of Regulation S-K.

 Response: In response to the Staff’s comment, the Company has filed the acquisition agreement as Exhibit 2.2.

   ALBANY

 AMSTERDAM

 ATLANTA

 AUSTIN

 BERLIN¬

 BOCA RATON

 BOSTON

 CHICAGO

 DALLAS

 DELAWARE

 DENVER

 FORT LAUDERDALE

 HOUSTON

 LAS VEGAS

 LONDON*

 LOS ANGELES

 MEXICO CITY+

 MIAMI

 MILAN**

 NEW JERSEY

 NEW YORK

 NORTHERN VIRGINIA

 ORANGE COUNTY

 ORLANDO

 PHILADELPHIA

 PHOENIX

 ROME**

 SACRAMENTO

 SAN FRANCISCO

 SEOUL∞

 SHANGHAI

 SILICON VALLEY

 TALLAHASSEE

 TAMPA

 TEL AVIV^

 TOKYO¤

 WARSAW~

 WASHINGTON, D.C.

 WESTCHESTER COUNTY

 WEST PALM BEACH

 ¬ OPERATES AS

 GREENBERG TRAURIG GERMANY, LLP

 * OPERATES AS A

 SEPARATE UK REGISTERED LEGAL ENTITY

 + OPERATES AS

 GREENBERG TRAURIG, S.C.

 * * STRATEGIC ALLIANCE

 ∞ OPERATES AS

 GREENBERG TRAURIG LLP

 FOREIGN LEGAL CONSULTANT OFFICE

 ^ A BRANCH OF

 GREENBERG TRAURIG, P.A.,

 FLORIDA, USA

 ¤ OPERATES AS

 GT TOKYO HORITSU JIMUSHO

 ~ OPERATES AS

 GREENBERG TRAURIG GRZESIAK SP.K.

 GREENBERG TRAURIG, LLP ■ ATTORNEYS AT LAW ■ WWW.GTLAW.COM

 1201 K Street, Suite 1100 | Sacramento, CA 95814

 May 3, 2021

 Page 2

 Use of Proceeds, page 26

 2. We note your response to prior comment 2. With respect to the proceeds you expect to receive from the offering, please revise to identify the principal purposes for which you plan to use the proceeds and the approximate amount intended to be used for each such purpose. For instance, we note that your disclosure on page 25 indicates that you intend to use the net proceeds from this offering to fund, among other purposes, new and ongoing research and development expenses and hiring of additional personnel.

 Response: In response to the Staff’s comment, the disclosure has been revised accordingly.

 Dilution, page 28

 3. We note your response to comment 4 and that you disclose that your net tangible book value is $(1,947,363) and $(.16) per share of common stock as of December 31, 2020. As previously requested, please tell us how you calculated these amounts considering that you have total assets of $10,019,396, which is comprised of $2,208,261 of intangible assets and $2,413,815 of goodwill, and $7,696,625 of total liabilities as of December 31, 2020. Revise as necessary.

 Response: In response to the Staff’s comment, the disclosure of net tangible book value as of December 31, 2020 has been revised accordingly.

 Consolidated pro-forma unaudited financial statements for the three months and six months 2019, page 34

 4. We note your response to prior comment 5. Please revise to remove the consolidated pro forma unaudited financial statements for the three months and six months ended December 31, 2019 presented here and for the year ended June 30, 2019 presented on page 37. Refer to the guidance in Rule 11-02(c)(2)(i) and Rule 8-05 of Regulation S-X.

 Response: In response to the Staff’s comment, the consolidated pro forma unaudited financial statements for the three and six months ended December 31, 2019 and for the year ended June 30, 2019 have been removed accordingly.

 Consolidated pro-forma unaudited financial statements, page 37

 5. We note your response to prior comment 5. Please revise the disclosure to explain how you determined the adjustment for amortization expense associated with the fair value of definite lived intangible assets of approximately $333,068 per year as well as providing supporting calculations in the disclosure for your pro forma basic loss per common share for the year ended June 30, 2020. Refer to Rule 11-02(a) of Regulation S-X.

 Response: In response to the Staff’s comment, the disclosure has been revised to include detail regarding amortization and the calculation of pro forma basic loss per common share.

 Greenberg Traurig, LLP  ■  ATTORNEYS AT LAW  ■  WWW.GTLAW.COM

 May 3, 2021

 Page 3

 Government Regulation, page 55

 6. We note your response to prior comment 7. We also note your disclosure that you continue to search for a quality distribution partner familiar with European regulations and distribution processes. To the extent that you plan to expand the distribution of your products into Europe, please expand your disclosure to include a discussion of the regulations that may apply to your products. Refer to Item 101(h)(4)(ix) of Regulation SK. Alternatively, please explain to us why such disclosure is not required.

 Response: In response to the Staff’s comment, the Company does not have immediate plans to expand to Europe and therefore the disclosure has been deleted.

 MANAGEMENT

 Employment Agreements, page 59

 7. Please expand your disclosure to describe the material terms of your employment agreement with Mr. Hackett and file the agreement as an exhibit to the registration statement or tell us why you are not required to do so. See Item 402(o) and Item 601(b)(10)(iii)(A) of Regulation S-K.

 Response: In response to the Staff’s comment, the disclosure has been revised to include a description of the material terms of Mr. Hackett’s employment agreement and the employment agreement has been filed as Exhibit 10.7.

 Experts, page 78

 8. We note your response to comment 19 in our letter dated March 10, 2021. As outlined in your response to that comment, please amend your filing prior to effectiveness to include a letter from your former auditor as Exhibit 16.1.

 Response: In response to the Staff’s comment, the Company has filed a letter from its former auditor as Exhibit 16.1.

 Note 15. Segment Information, page F-23

 9. Please revise your reportable segments’ measures of profit or loss to reconcile to your consolidated income before income taxes. Please note that this also applies to your disclosures on page F-39. Refer to the guidance in ASC 280-10-50-30(b).

 Response: In response to the Staff’s comment, Note 15 has been revised to correct the typographical error.

 Greenberg Traurig, LLP  ■  ATTORNEYS AT LAW  ■  WWW.GTLAW.COM

 May 3, 2021

 Page 4

 Note 16. Subsequent Events

 Other Subsequent Events, page F-25

 10. We note you refer to $1 million of convertible promissory notes issued in February and March 2020. As referenced on page F-40, it appears these notes were issued in February and March 2021. Please revise or advise to clarify.

 Response: In response to the Staff’s comment, Note 16 has been revised to correct the typographical error.

 Note 14. Segment Information, page F-39

 11. We note your response to prior comment 11. As previously noted, your segment disclosures do not agree to your unaudited condensed financial statements included on pages F-27. For instance, we note that your total loss from operations for the three and six months ended December 31, 2020 included here is incorrect. Please revise.

 Response: In response to the Staff’s comment, Note 14 has been revised accordingly.

 Exhibits

 12. Prior to requesting effectiveness, please obtain and amend your filing to include a currently dated consent from your auditors for Infusionz LLC's audit report located on page F-42.

 Response: In response to the Staff’s comment, the Company will file updated consents from its auditors prior to effectiveness in a pre-effective amendment.

 We hope the foregoing answers are responsive to your comments. Please do not hesitate to contact me by telephone at (916) 868-0630 or by fax at (916) 448-1709 with any questions or comments regarding this correspondence.

   Very truly yours,

 /s/ Mark Lee, Esq.

 Mark Lee

 of GREENBERG TRAURIG, LLP

   cc:      (via email): Allan Marshall; Andrew

 Norstrud

 Greenberg Traurig, LLP  ■  ATTORNEYS AT LAW  ■  WWW.GTLAW.COM

United States securities and exchange commission logo
April 29, 2021
Allan Marshall
Chief Executive Officer
Grove, Inc.
1710 Whitney Mesa Drive
Henderson, NV 89014
Re:Grove, Inc.
Registration Statement on Form S-1
Filed April 15, 2021
File No. 333-255266
Dear Mr. Marshall:
            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 April 15, 2021
PROSPECTUS SUMMARY
Recent Transactions, page 6
1.Please file the HAVZ Consolidated acquisition agreement as an exhibit to the registration
statement or tell us why you are not required to do so. Refer to Item 601(b)(2) of
Regulation S-K.
Use of Proceeds, page 26
2.We note your response to prior comment 2. With respect to the proceeds you expect to
receive from the offering, please revise to identify the principal purposes for which you
plan to use the proceeds and the approximate amount intended to be used for each such
purpose.  For instance, we note that your disclosure on page 25 indicates that you intend

 FirstName LastNameAllan  Marshall
 Comapany NameGrove, Inc.
 April 29, 2021 Page 2
 FirstName LastName
Allan  Marshall
Grove, Inc.
April 29, 2021
Page 2
to use the net proceeds from this offering to fund, among other purposes, new and ongoing
research and development expenses and hiring of additional personnel.
Dilution, page 28
3.We note your response to comment 4 and that you disclose that your net tangible book
value is $(1,947,363) and $(.16) per share of common stock as of December 31, 2020. As
previously requested, please tell us how you calculated these amounts considering that
you have total assets of $10,019,396, which is comprised of $2,208,261 of intangible
assets and $2,413,815 of goodwill, and $7,696,625 of total liabilities as of December 31,
2020. Revise as necessary.
Consolidated pro-forma unaudited financial statements for the three months and six months
2019, page 34
4.We note your response to prior comment 5.  Please revise to remove the consolidated pro
forma unaudited financial statements for the three months and six months ended
December 31, 2019 presented here and for the year ended June 30, 2019 presented on
page 37.  Refer to the guidance in Rule 11-02(c)(2)(i) and Rule 8-05 of Regulation S-X.
Consolidated pro-forma unaudited financial statements, page 37
5.We note your response to prior comment 5.  Please revise the disclosure to explain how
you determined the adjustment for amortization expense associated with the fair value of
definite lived intangible assets of approximately $333,068 per year as well as providing
supporting calculations in the disclosure for your pro forma basic loss per common share
for the year ended June 30, 2020. Refer to Rule 11-02(a) of Regulation S-X.
Government Regulation, page 55
6.We note your response to prior comment 7. We also note your disclosure that you
continue to search for a quality distribution partner familiar with European regulations and
distribution processes. To the extent that you plan to expand the distribution of your
products into Europe, please expand your disclosure to include a discussion of the
regulations that may apply to your products. Refer to Item 101(h)(4)(ix) of Regulation S-
K. Alternatively, please explain to us why such disclosure is not required.
MANAGEMENT
Employment Agreements, page 59
7.Please expand your disclosure to describe the material terms of your employment
agreement with Mr. Hackett and file the agreement as an exhibit to the registration
statement or tell us why you are not required to do so.  See Item 402(o) and Item
601(b)(10)(iii)(A) of Regulation S-K.

 FirstName LastNameAllan  Marshall
 Comapany NameGrove, Inc.
 April 29, 2021 Page 3
 FirstName LastName
Allan  Marshall
Grove, Inc.
April 29, 2021
Page 3
Experts, page 78
8.We note your response to comment 19 in our letter dated March 10, 2021. As outlined in
your response to that comment, please amend your filing prior to effectivenss to include a
letter from your former auditor as Exhibit 16.1.
Note 15. Segment Information, page F-23
9.Please revise your reportable segments’ measures of profit or loss to reconcile to your
consolidated income before income taxes.  Please note that this also applies to your
disclosures on page F-39.  Refer to the guidance in ASC 280-10-50-30(b).
Note 16. Subsequent Events
Other Subsequent Events, page F-25
10.We note you refer to $1 million of convertible promissory notes issued in February and
March 2020. As referenced on page F-40, it appears these notes were issued in February
and March 2021. Please revise or advise to clarify.
Note 14. Segment Information, page F-39
11.We note your response to prior comment 11.  As previously noted, your segment
disclosures do not agree to your unaudited condensed financial statements included on
pages F-27. For instance, we note that your total loss from operations for the three and six
months ended December 31, 2020 included here is incorrect. Please revise.
Exhibits
12.Prior to requesting effectiveness, please obtain and amend your filing to include a
currently dated consent from your auditors for Infusionz LLC's audit report located on
page F-42.
            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.

 FirstName LastNameAllan  Marshall
 Comapany NameGrove, Inc.
 April 29, 2021 Page 4
 FirstName LastName
Allan  Marshall
Grove, Inc.
April 29, 2021
Page 4
            You may contact Tara Harkins at 202-551-3639 or Kevin Kuhar at 202-551-3662 if you
have questions regarding comments on the financial statements and related matters.  Please
contact Deanna Virginio at 202-551-4530 or Jeffrey Gabor at 202-551-2544 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Mark Lee, Esq.

CORRESP
1
filename1.htm

grove_corresp.htm

    GREENBERG TRAURIG, LLP ■ ATTORNEYS AT LAW ■ WWW.GTLAW.COM

 1201 K Street, Suite 1100 | Sacramento, CA 95814

    Mark Lee, Esq.

 Tel +1 916.868.0630

 Fax +1 916.448.1709

 leema@gtlaw.com

 April 26, 2021

 United States Securities and Exchange Commission

 Division of Corporation Finance

 Office of Life Sciences

 100 F Street, N.E.

 Washington, D.C. 20549

 Attention:      Tara Harkins

 Kevin Kuhar

 Deanna Virginio

 Jeffrey Gabor

 Re:          Grove, Inc.

                 Draft Registration Statement on Form S-1

 Filed on April 15, 2021

 CIK No. 0001775194

 Ladies and Gentlemen:

 On behalf of our client, Grove, Inc. (the “Company”), in connection with a Registration Statement (the “Registration Statement”) on Form S-1 filed on April 15, 2021 and previously submitted to the Commission on a confidential basis pursuant to 17 C.F.R. § 200.83 on February 11, 2021 and March 25, 2021, we are hereby submitting to the Securities and Exchange Commission (the “Commission”) the Company’s response to comment 13 of the comment letter to the Registration Statement received on March 10, 2021 (the “Letter”) from the staff of the Commission (the “Staff”).

 For ease of review, we have set forth below comment 13 of the Letter in bold type followed by the Company’s response thereto.

 Draft Registration Statement on Form S-1 filed April 15, 2021

  Stock Based Compensation, page 41

 13. Once you have an estimated offering price or range, please explain to us how you determined the fair value of the common stock underlying your equity issuances and the reasons for any differences between the recent valuations of your common stock leading up to the IPO and the estimated offering price. This information will help facilitate our review of your accounting for equity issuances, including stock compensation and beneficial conversion features. Please discuss with the staff how to submit your response.

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 GREENBERG TRAURIG, LLP ■ ATTORNEYS AT LAW ■ WWW.GTLAW.COM

 1201 K Street, Suite 1100 | Sacramento, CA 95814

 April 26, 2021

 Page 2

 Response: The equity issuances of the Company to date have been based on recent stock issuances of common stock at a fair value of $1.53 per share (post reverse split). Such fair value of the shares of common stock has been used for the Company’s internal valuation of equity transactions as considered and approved by the board of directors, including issuance of stock options and issuance of shares of common stock as consideration in connection with acquisition transactions.

 The Company estimates that the initial public offering price of shares of its common stock will be between $5.00 and $6.00, which cannot be used under ASC 450-30-25-1, as it would significantly increase the value of the Company as a contingency gain in value.  Based on ASC 718-10-30-3, which states that “…the cost of goods obtained or services received in exchange for awards of share-based compensation generally shall be measured based on the grant-date fair value of the equity instruments issued…”, because the equity transactions were incurred prior to the date of the anticipated initial public offering, the previous cash offering price is deemed to be the best estimate for the fair value of those equity transactions.

 We hope the foregoing answers are responsive to your comment.  Please do not hesitate to contact me by telephone at (916) 868-0630  or by fax at (916) 448-1709 with any questions or comments regarding this correspondence.

   Very truly yours,

 /s/ Mark Lee, Esq.

 Mark Lee

 of GREENBERG TRAURIG, LLP

   cc: (via email): Allan Marshall; Andrew Norstrud

 Greenberg Traurig, LLP  ■  ATTORNEYS AT LAW  ■  WWW.GTLAW.COM

CORRESP
1
filename1.htm

grove_corresp.htm

    GREENBERG TRAURIG, LLP ■ ATTORNEYS AT LAW ■ WWW.GTLAW.COM

 1201 K Street, Suite 1100 | Sacramento, CA 95814

    Mark Lee, Esq.

 Tel +1 916.868.0630

 Fax +1 916.448.1709

 leema@gtlaw.com

 April 15, 2021

 United States Securities and Exchange Commission

 Division of Corporation Finance

 Office of Life Sciences

 100 F Street, N.E.

 Washington, D.C. 20549

 Attention:      Tara Harkins

 Kevin Kuhar

 Deanna Virginio

 Jeffrey Gabor

 Re: Grove, Inc.

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

 Confidentially Submitted on March 25, 2021

 CIK No. 0001775194

 Ladies and Gentlemen:

 On behalf of our client, Grove, Inc. (the “Company”), we are hereby submitting to the Securities and Exchange Commission (the “Commission”) a Registration Statement (the “Registration Statement”) on Form S-1 (“Amendment No. 2”).  The Company previously submitted a draft Registration Statement on Form S-1 on a confidential basis pursuant to Rule 83 on February 11, 2021 (the “Draft Submission”), as amended by Amendment No. 1 thereto, submitted on March 25, 2021 (“Amendment No. 1”).  The Registration Statement  has been revised to reflect the Company’s responses to the comment letter to Amendment No. 1 received on April 8, 2021 from the staff of the Commission (the “Staff”).

 For ease of review, we have set forth below each of the numbered comments of your letter in bold type followed by the Company’s responses thereto.

 Amendment No. 1 to Draft Registration Statement on Form S-1 submitted March 25, 2021

 Our Company, page 3

 1.         We note your response to prior comment 3. Please clarify whether such growth estimates over the next five years depends on favorable U.S. Food and Drug Administration guidance or legislation from Congress.

 Response: In response to the Staff’s comment, the disclosure has been updated to clarify that the growth estimates are dependent on favorable guidance from the U.S. Food and Drug Administration or legislation from Congress.

   ALBANY

 AMSTERDAM

 ATLANTA

 AUSTIN

 BERLIN¬

 BOCA RATON

 BOSTON

 CHICAGO

 DALLAS

 DELAWARE

 DENVER

 FORT

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 HOUSTON

 LAS VEGAS

 LONDON*

 LOS ANGELES

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 ~ OPERATES AS

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 GRZESIAK SP.K.

 GREENBERG TRAURIG, LLP ■ ATTORNEYS AT LAW ■ WWW.GTLAW.COM

 1201 K Street, Suite 1100 | Sacramento, CA 95814

 April 15, 2021

 Page 2

 Use of Proceeds, page 26

 2.         We note your response to prior comment 9. Please explain to us why you have presented your use of proceeds based on percentage of the offering sold. In this regard, we note that you contemplate a firm commitment underwritten offering. Additionally, we note that you intend to use a portion of the proceeds for acquisition investments. To the extent you plan to use the proceeds to finance acquisitions of other businesses, please revise your disclosure to include the nature of the businesses to be sought. Refer to Instruction 6 to Item 504 of Regulation S-K.

 Response: In response to the Staff’s comment, the Company has removed the presentation of use of proceeds based on percentage of the offering sold and included information regarding the nature of the businesses to be acquired.

 Capitalization, page 27

 3.         We note your response to comment 10. Please revise your capitalization table to include a mathematically accurate total for pro forma stockholders' equity and total capitalization. Also, revise the first sentence of this section to be labelled as of December 31, 2020 rather than as of September 30, 2020.

 Response: In response to the Staff’s comment, the capitalization table has been updated and the first sentence of the section has been revised to reference December 31, 2020.

 Dilution, page 28

 4.         We note that you disclose that your net tangible book value and pro forma net tangible book value per share is $5,143,000 and $15,143,000 as of December 31, 2020. Please tell us how you calculated these amounts considering that you have total assets of $10,019,396, which is comprised of $2,208,261 of intangible assets and $2,413,815 of goodwill, and $7,696,625 of total liabilities as of December 31, 2020. Revise as necessary.

 Response: In response to the Staff’s comment, this disclosure has been revised.

 Management's Discussion and Analysis of Financial Condition and Results of Operations Consolidated pro-forma unaudited financial statements for the three months and six months 2019, page 35

 5.         We note your responses to comment 27 and 28 and that you present summary consolidated pro forma unaudited results of operations for the three months and six months ended December 31, 2019. You similarly provide a presentation on page 38 of summary unaudited consolidated pro forma results of operations for the year ended June 30, 2020 and 2019. In consideration of Rule 8-05 of Regulation S-X, revise your filing to provide a condensed pro forma statement of income for the fiscal year ended June 30, 2020 related to the Infusionz acquisition consummated on July 1, 2020 that complies with the presentation, and disclosure of pro forma financial information requirements of Rule 11-01 through Rule 11-03 of Regulation S-X. This includes both sets of historical income statements, a column of pro forma adjustments recorded and supporting footnote information.

 Response: In response to the Staff’s comment, the filing has been revised to include the referenced pro forma statements and related information.

 Greenberg Traurig, LLP  ■  ATTORNEYS AT LAW  ■  WWW.GTLAW.COM

 April 15, 2021

 Page 3

 Description of Business, page 43

 6.         We note your response to prior comment 14. We also note your disclosure on page F-39 relating to your significant customers for the three and six months ended December 31, 2020. To the extent you are dependent on one or a few major customers, please identify the customers, describe the material terms of your agreements with such customers and file the agreements as exhibits to your registration statement. Please also include risk factor disclosure, if appropriate.

 Response: In response to the Staff’s comment, additional disclosure regarding significant customers has been added.  An additional risk factor disclosure has also been included on page [__].

 Government Regulation, page 56

 7.         We note your response to prior comment 16. Please revise to clarify whether your flavoring products are subject to EU regulations. To the extent applicable, please expand your disclosure to discuss any foreign regulations applicable to your business.

 Response: In response to the Staff’s comment, the Company has revised the disclosure to address any applicable foreign regulations.

 Note 15, Segment Information, page F-23

 8.         We note your response to prior comment 22. As previously requested, please explain to us and revise the filing to disclose why you do not allocate any general and administrative expenses to your product segment category as part of the measurement of segment profit. Refer to the introductory paragraph of ASC 280-10-50-29 and 50-29(b).

 Response: In response to the Staff’s comment, general and administrative expense has been fully allocated between the two segments, Products and Trade Show, with most of the general and administrative expenses being allocated to the product segment category.  There are no unallocated general and administrative expenses and the footnotes have been updated to reflect the full allocation of general and administrative expense.

 Notes to Consolidated Financial Statements

 Note 16. Subsequent Events , page F-24

 Greenberg Traurig, LLP  ■  ATTORNEYS AT LAW  ■  WWW.GTLAW.COM

 April 15, 2021

 Page 4

 9.         We note your response to comment 25 that you have adjusted the shares related to the reverse stock split throughout the filing. However, we do not see where you have adjusted the shares throughout your audited financial statements retroactively for the reverse stock split. As previously requested, please revise the entire filing to present all share information on a post reverse stock split basis to comply with ASC 260-10-55-12 and SAB Topic 4C.

 Response: In response to the Staff’s comment, the financial statements have been updated to reflect the reverse stock split.

 Notes to the Unaudited Condensed Consolidated Financial Statements

 Note 14. Segment Information, page F-39

 10.       We note on pages F-23 through F-23 that you present an "other" category in your segment presentation and do not include this category in your segment presentation here. Please explain to us if you have had a change in your segment reporting structure. If so, please provide the disclosures required by ASC 280-10-50-34 through 50-36 related to this change in segment presentation.

 Response: In response to the Staff’s comment, this presentation has been revised to remove the “other” category.

 11.       We note that your segment disclosures here do not reconcile to your unaudited condensed financial statements included on pages F-26 and F-27. For instance, we note on page F-27 that your total revenue for the six months ended is $7,102,336 rather than $9,308,422. Please revise.

 Response: In response to the Staff’s comment, the total revenue has been corrected.

 We hope the foregoing answers are responsive to your comments.  Please do not hesitate to contact me by telephone at (916) 868-0630  or by fax at (916) 448-1709 with any questions or comments regarding this correspondence.

 Greenberg Traurig, LLP  ■  ATTORNEYS AT LAW  ■  WWW.GTLAW.COM

   Very truly yours,

 /s/ Mark Lee, Esq.

 Mark Lee

 of GREENBERG TRAURIG, LLP

   cc: (via email): Allan Marshall; Andrew Norstrud

 Greenberg Traurig, LLP  ■  ATTORNEYS AT LAW  ■  WWW.GTLAW.COM

United States securities and exchange commission logo
April 8, 2021
Allan Marshall
Chief Executive Officer
Grove, Inc.
1710 Whitney Mesa Drive
Henderson, NV 89014
Re:Grove, Inc.
Amendment No. 1 to
Draft Registration Statement on Form S-1
Submitted March 25, 2021
CIK No. 0001775194
Dear Mr. Marshall:
            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 March 25, 2021
Our Company, page 3
1.We note your response to prior comment 3. Please clarify whether such growth estimates
over the next five years depends on favorable U.S. Food and Drug Administration
guidance or legislation from Congress.
Use of Proceeds, page 26
2.We note your response to prior comment 9. Please explain to us why you have presented
your use of proceeds based on percentage of the offering sold. In this regard, we note that
you contemplate a firm commitment underwritten offering. Additionally, we note that you

 FirstName LastNameAllan  Marshall
 Comapany NameGrove, Inc.
 April 8, 2021 Page 2
 FirstName LastName
Allan  Marshall
Grove, Inc.
April 8, 2021
Page 2
intend to use a portion of the proceeds for acquisition investments. To the extent you plan
to use the proceeds to finance acquisitions of other businesses, please revise your
disclosure to include the nature of the businesses to be sought. Refer to Instruction 6 to
Item 504 of Regulation S-K.
Capitalization , page 27
3.We note your response to comment 10. Please revise your capitalization table to include a
mathematically accurate total for pro forma stockholders' equity and total capitalization.
Also, revise the first sentence of this section to be labelled as of December 31, 2020 rather
than as of September 30, 2020.
Dilution , page 28
4.We note that you disclose that your net tangible book value and pro forma net tangible
book value per share is $5,143,000 and $15,143,000 as of December 31, 2020.  Please tell
us how you calculated these amounts considering that you have total assets
of $10,019,396, which is comprised of $2,208,261 of intangible assets and $2,413,815 of
goodwill, and $7,696,625 of total liabilities as of December 31, 2020. Revise as necessary.
Management's Discussion and Analysis of Financial Condition and Results of Operations
Consolidated pro-forma unaudited financial statements for the three months and six months
2019, page 35
5.We note your responses to comment 27 and 28 and that you present summary
consolidated pro forma unaudited results of operations for the three months and six
months ended December 31, 2019. You similarly provide a presentation on page 38 of
summary unaudited consolidated pro forma results of operations for the year ended June
30, 2020 and 2019. In consideration of Rule 8-05 of Regulation S-X, revise your filing to
provide a condensed pro forma statement of income for the fiscal year ended June 30,
2020 related to the Infusionz acquisition consummated on July 1, 2020 that complies with
the presentation, and disclosure of pro forma financial information requirements of Rule
11-01 through Rule 11-03 of Regulation S-X. This includes both sets of historical income
statements, a column of pro forma adjustments recorded and supporting footnote
information.
Description of Business, page 43
6.We note your response to prior comment 14. We also note your disclosure on page F-39
relating to your significant customers for the three and six months ended December 31,
2020. To the extent you are dependent on one or a few major customers, please identify
the customers, describe the material terms of your agreements with such customers and
file the agreements as exhibits to your registration statement. Please also include risk
factor disclosure, if appropriate.

 FirstName LastNameAllan  Marshall
 Comapany NameGrove, Inc.
 April 8, 2021 Page 3
 FirstName LastName
Allan  Marshall
Grove, Inc.
April 8, 2021
Page 3
Government Regulation, page 56
7.We note your response to prior comment 16. Please revise to clarify whether your
flavoring products are subject to EU regulations. To the extent applicable, please expand
your disclosure to discuss any foreign regulations applicable to your business.
Note 15. Segment Information, page F-23
8.We note your response to prior comment 22.  As previously requested, please explain to
us and revise the filing to disclose why you do not allocate any general and administrative
expenses to your product segment category as part of the measurement of segment profit.
Refer to the introductory paragraph of ASC 280-10-50-29 and 50-29(b).
Notes to Consolidated Financial Statements
Note 16. Subsequent Events , page F-24
9.We note your response to comment 25 that you have adjusted the shares related to
the reverse stock split throughout the filing. However, we do not see where you have
adjusted the shares throughout your audited financial statements retroactively for the
reverse stock split.  As previously requested, please revise the entire filing to present all
share information on a post reverse stock split basis to comply with ASC 260-10-55-12
and SAB Topic 4C.
Notes to the Unaudited Condensed Consolidated Financial Statements
Note 14. Segment Information, page F-39
10.We note on pages F-23 through F-23 that you present an "other" category in your segment
presentation and do not include this category in your segment presentation here. Please
explain to us if you have had a change in your segment reporting structure.  If so, please
provide the disclosures required by ASC 280-10-50-34 through 50-36 related to this
change in segment presentation.
11.We note that your segment disclosures here do not reconcile to your unaudited condensed
financial statements included on pages F-26 and F-27.  For instance, we note on page F-27
that your total revenue for the six months ended is $7,102,336 rather than $9,308,422.
Please revise.

 FirstName LastNameAllan  Marshall
 Comapany NameGrove, Inc.
 April 8, 2021 Page 4
 FirstName LastName
Allan  Marshall
Grove, Inc.
April 8, 2021
Page 4
            You may contact Tara Harkins at 202-551-3639 or Kevin Kuhar at 202-551-3662 if you
have questions regarding comments on the financial statements and related matters.  Please
contact Deanna Virginio at 202-551-4530 or Jeffrey Gabor at 202-551-2544 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Mark Lee, Esq.

United States securities and exchange commission logo
March 10, 2021
Allan Marshall
Chief Executive Officer
Grove, Inc.
1710 Whitney Mesa Drive
Henderson, NV 89014
Re:Grove, Inc.
Draft Registration Statement on Form S-1
Submitted February 11, 2021
CIK No. 0001775194
Dear Mr. Marshall:
            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.
Draft Registration Statement on Form S-1 submitted February 11, 2021
Summary, page 3
1.We note your use of "nutraceutical."  The term "nutraceutical" has no meaning in FDA
rules and regulations.  To the extent you use the term, you should clearly define the term
the first time it is used and briefly explain why it is an accurate descriptor.
2.We note your statements that hemp-based products have "various health benefits,"  that
the growth of the market is due to "increased incidences of diseases such as epilepsy and
other sleep disorders," that your primary products "combat pain, depression, and anxiety"
and also "provide better calm and sleep to the end user." Products that are intended for use
in the diagnosis, cure, mitigation, treatment, or prevention of disease and/or intended to
affect the structure or any function of the body are considered drugs under the Federal
Food, Drug and Cosmetic Act and subject to FDA approval. Please revise to describe the

 FirstName LastNameAllan  Marshall
 Comapany NameGrove, Inc.
 March 10, 2021 Page 2
 FirstName LastNameAllan  Marshall
Grove, Inc.
March 10, 2021
Page 2
regulatory status of these products, or revise to avoid unsubstantiated therapeutic claims.
3.Please revise to provide the basis for your statements that the "market for hemp-derived
products is expected to increase exponentially over the next five years," that "Grove is
well positioned to be a dominant player in the hemp industry", that "you offer the
industry’s most comprehensive portfolio of CBD products," that you have a "leading
market position in the CBD industry trade show," and that you are the "Leader in CBD
Product Research and Development."
Recent Transactions, page 6
4.Please file the acquisition agreements referenced as exhibits to the registration statement.
Refer to Item 601(b)(2) of Regulation S-K. Alternatively, please explain to us why such
disclosure is not required.
Risk Factors
If we are unable to protect our intellectual property rights, our competitive position could be
harmed, page 14
5.Please expand your disclosure to state that you do not currently have any patents,
trademarks or copyrights.
There is limited availability of clinical studies, page 20
6.Please remove statements regarding your belief that all of your products are safe when
taken as directed. Determinations of safety are solely within the authority of the FDA.
Laws and regulations affecting the CBD industry are evolving under the Farm Bill, page 21
7.We note your disclosure that the 2018 Farm Bill. Please revise your disclosure to clarify
the scope of the 2018 Farm Bill, including restrictions applicable to hemp and
requirements for any hemp-derived cannabinoid product to be excluded from Schedule 1
of the Controlled Substances Act.  Additionally, please discuss restrictions applicable to
the use of cannabis-derived products in clinical research and development.
8.Please expand your risk factor disclosure to discuss at length the current concerns of the
FDA regarding products that contain cannabis or cannabis-derived compounds,
including CBD. We note in particular that the FDA has deemed
marketing food containing CBD or labeling it as a dietary supplement to be illegal. Also
disclose any material risks relating to state or foreign regulations on your business. Please
include similar disclosure in the Summary and Business sections where you discuss
the 2018 Farm Bill.
Use of Proceeds, page 26
9.With reference to Item 504 of Regulation S-K, please revise to identify the principal
purposes and the approximate amount intended to be used for each such purpose.  For

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instance, we note that your disclosure on page 24 indicates that you intend to use the net
proceeds from this offering to fund, among other purposes, new and ongoing research and
development expenses and hiring of additional personnel.
Capitalization, page 27
10.Please address the following in your capitalization table:

•Revise to incorporate indebtness, including long-term debt and notes payable, as part
of your capitalization.
•Include a mathematically accurate total for capitalization at the bottom of the table.
•Ensure the pro forma amount are consistent with the offering, we note that you
assumed $5.00 per share which is not finalized in the prospectus.

Liquidity and Capital Resources, page 40
11.We note your disclosure on page F-34 that the Company and Infusionz each entered into a
Paycheck Protection Program loan in connection with the COVID-19 pandemic. Please
describe the material terms of each PPP loan. Alternatively, please explain to us why such
disclosure is not required.
12.We note your disclosure that certain factors raise substantial doubt about your ability to
continue as a going concern and that there is no assurance that the Company will be able
to finance operating costs over the next twelve months with existing cash on hand and/or
the private placement of Common Stock. Please expand your disclosure to describe the
potential consequences to your business if you are unable to raise additional financing.
Stock Based Compensation, page 42
13.Once you have an estimated offering price or range, please explain to us how you
determined the fair value of the common stock underlying your equity issuances and the
reasons for any differences between the recent valuations of your common stock leading
up to the IPO and the estimated offering price. This information will help facilitate our
review of your accounting for equity issuances, including stock compensation and
beneficial conversion features.  Please discuss with the staff how to submit your response.
Description of Business, page 43
14.We note your disclosure on page 21 that a significant amount of your net sales, in certain
markets, is dependent on a few key distributors and their extensive sales networks and that
the loss or inactivity of one or more of these key distributors who generate a significant
amount of your net sales could have a material adverse effect on your business, results of
operations and financial condition. To the extent your business is substantially dependent
on such distributors, please identify the distributors, describe the material terms of your
agreements with such distributors and file the agreements as exhibits to your registration

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statement. Alternatively, please explain to us why such disclosure is not required.
Our Products, page 44
15.Please revise to clarify whether your primary products are all commercial products or
whether any are currently still in development, including the current status of
development. In this regard, we note your statements that you cannot assure investors that
you will successfully market and sell your "planned" products.
Government Regulation, page 56
16.We note your disclosure that you currently export to several European countries and have
begun searching for a quality distribution partner familiar with European regulations and
distribution processes. Please expand your disclosure to discuss any foreign regulations
applicable to your business.
Management
Employment Agreements, page 60
17.Please file your employment agreements with each of your executive officers
as exhibits to the registration statement.  See Item 601(b)(10) of Regulation S-K.
Certain Relationships and Related Party Transactions, page 65
18.Please disclose the name of the related person as required by Item 404(a)(1) of Regulation
S-K.
Experts, page 79
19.Based on the change in your auditor, please provide the disclosures required by Item 304
of Regulation S-K, including a letter from your former auditor agreeing or disagreeing
with your disclosures, filed as an exhibit to the registration statement.  Refer to Item 11(i)
of Form S-1.
Note 2. Significant Accounting Policies
Revenue, page F-10
20.We note from page 16 and throughout the filing that you provide services to your
customers and that COVID has limited your ability to visit customer sites to perform
services related to your products.  Please tell us and revise your filing to disclose the
nature of the services that you provide to your customers that accompany your products.
Within your discussion, please explain how you are accounting for these services under
ASC 606.
21.We note that you recognized $1.3 million in trade show revenue during fiscal 2020 but
that you cancelled your 2020 trade show.  Please revise throughout the filing to state, if
true, that you cancelled your November 2020 trade show and clarify that you held the

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November 2019 show.
Note 15. Segment Information, page F-23
22.Please tell us and revise the filing to disclose why you do not allocate any general and
administrative expenses to your product segment category. Additionally, describe and
disclose the specific types of material amounts included in the "other" category and not
allocated to the reportable segments' profit or loss and assets for each period presented.
Refer to ASC 280-10-50-29 through 50-31.
23.We note your disclosure on pages 44-53 related to your different type of products.  Please
revise the filing to disclose your revenue by product pursuant to ASC 280-10-50-40 for
each reporting period presented.
24.We note the line item Sales and marketing in the June 30, 2020 reconciliation is not
mathematically accurate. Please revise.
Note 16. Subsequent Events, page F-24
25.We note that your board of directors approved a reverse stock split of your outstanding
common stock with a record date of February 5, 2021.  Please revise the filing to comply
with  ASC 260-10-55-12 and SAB Topic 4C.
Notes to Unaudited Condensed Consolidated Financial Statements
Note 2. Acquisitions, page F-31
26.We note that you acquired Infusionz LLC for $3.4 million, which will consist of an
estimated $3 million in shares of common stock and $350,000 in cash.  Please address the
following with reference to ASC 805 and revise the filing as appropriate:

•Clarify if the agreement guarantees a specified number of common shares, the fair
value of common shares to be issued or a combination of both.
•Provide calculations describing how the number of common shares to be issued will
be determined.
•Describe the time frame for the delivery of common shares. We note for example that
additional shares were issued on November 1, 2020.
•Describe how you accounted for and valued the common shares issued on November
1, 2020.
•Clarify what the balance sheet account Acquisition payable represents and how the
value was determined.
27.Please revise to disclose the information required by ASC 805-10-50-2(h), including the
supplemental pro forma information.
Infusionz LLC's Financial Statements , page F-39
28.Considering the significance of the Infusionz acquisition consummated on July 1, 2020,

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please tell us, and revise if necessary, how you considered the requirements for pro forma
financial statements under Rule 8-05 of Regulation S-X.
General
29.Please 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.
            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 Tara Harkins at (202) 551-3639 or Kevin Kuhar at (202) 551-3662 if
you have questions regarding comments on the financial statements and related matters.  Please
contact Deanna Virginio at (202) 551-4530 or Jeffrey Gabor  at (202) 551-2544 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Mark Lee, Esq.