SecProbe.io

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 VIREO GROWTH INC.

 209 SOUTH 9 TH STREET

 MINNEAPOLIS, MINNESOTA 55402

 VIA EDGAR

 July 23, 2025

 Securities and Exchange Commission

 Division of Corporation Finance

 Office of Life Sciences

 100 F Street, N.E.

 Washington, D.C. 20549

 Attn: Lauren Hamill

 Re:
 Vireo Growth Inc.

 Registration Statement on Form S-3 (File No. 333-288686)

 Request for Acceleration of Effective Date

 Ladies and Gentlemen:

 Pursuant to Rule 461 under
the Securities Act of 1933, as amended, Vireo Growth Inc. (the "Company") hereby requests that the Securities and Exchange
Commission (the "Commission") accelerate the effective date of the above-referenced Registration Statement on Form S-3 (the
 "Registration Statement") so that the Registration Statement will be declared effective as of 4:01 p.m. Eastern time, on July
24, 2025, or as soon as practicable thereafter. The Company hereby authorizes Alexander T. Yarbrough or Thomas M. Rose, both of whom are
attorneys at the Company's outside legal counsel, Troutman Pepper Locke LLP, to orally modify or withdraw this request for acceleration.

 Once the Registration Statement
has been declared effective, please orally confirm that event with Mr. Yarbrough at (704) 998-4077 or Mr. Rose at (757) 687-7715.

 Thank you for your assistance
in this matter.

 Very truly yours,

 Vireo Growth Inc.

 /s/ Tyson Macdonald

 Name:
 Tyson Macdonald

 Title:
 Chief Financial Officer

 cc (via email):

 John Mazarakis, Chief Executive Officer, Vireo Growth Inc.
 Thomas M. Rose, Troutman Pepper Locke LLP
 Alexander T. Yarbrough, Troutman Pepper Locke LLP

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 July 18, 2025

John Mazarakis
Chief Executive Officer
Vireo Growth Inc.
209 South 9th Street
Minneapolis, MN 55402

 Re: Vireo Growth Inc.
 Registration Statement on Form S-3
 Filed July 15, 2025
 File No. 333-288686
Dear John Mazarakis:

 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 Lauren Hamill at 303-844-1008 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Life
Sciences
cc: Alexander Yarbrough
</TEXT>
</DOCUMENT>

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Vireo Growth Inc.

207 South 9th Street

Minneapolis, MN 55402

October 22, 2024

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

Office of Life Sciences

100 F Street NE

Washington, D.C. 20549

Attn: Tamika N. Sheppard

    Re:

    Vireo Growth Inc.

    Registration Statement on Form S-3
    (File No. 333-282311)

    Filed September 24, 2024, as
    amended on October 16, 2024

Ladies and Gentlemen:

Pursuant
to Rule 461 under the Securities Act of 1933, as amended, Vireo Growth Inc. (the “Company”) hereby
requests that the effective date of the Company’s Registration Statement on Form S-3 (File No. 333-282311) (the
“Registration Statement”) be accelerated so that the Company’s Registration Statement will become effective
at 4:00 PM, Eastern Time, on October 24, 2024, or as soon thereafter as is practicable, or at such other time thereafter as our counsel,
Troutman Pepper Hamilton Sanders LLP, may request by telephone. Once the Registration Statement has been declared effective, please orally
confirm that event with our counsel, Troutman Pepper Hamilton Sanders LLP, by calling Nicole A. Edmonds at (804) 339-1847.

Please direct any questions
or comments concerning this request to Nicole A. Edmonds of Troutman Pepper Hamilton Sanders LLP at (804) 339-1847.

    Very truly yours,

    VIREO GROWTH INC.

    By:
    /s/ Amber Shimpa

    Name: Amber Shimpa

    Title: Chief Executive Officer

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October 16, 2024

Via EDGAR Submission

Division of Corporation Finance

Office of Life Sciences

United States Securities and Exchange Commission

Washington, D.C. 20549

      Re:
    Vireo Growth Inc.

    Registration Statement on Form S-3

    Filed September 24, 2024

    File No. 333-282311

Dear Ms. Sheppard and Mr. McCann:

This letter is submitted in response to the comment
contained in the letter dated October 4, 2024, from the Office of Life Sciences of the Division of Corporation Finance (the “Staff”)
of the Securities and Exchange Commission to Amber Shimpa, Chief Executive Officer of Vireo Growth Inc. (the “Company”),
regarding the Company’s Registration Statement on Form S-3 filed on September 24, 2024 (the “Registration Statement”).

For ease of reference, the Staff’s comment
is repeated below in bold italics preceding the response.

Form S-3 filed September 24, 2024

Signature Page, page II-6

 1. Please amend your registration statement to include the signature of your controller or principal
accounting officer. Refer to the Instruction 1 regarding signatures on Form S-3.

Company Response:

The Company acknowledges the Staff’s comment.
The Company hereby confirms that the signature of the Company’s principal accounting officer is included on page II-6 of Amendment
No. 1 to the Registration Statement filed on October 16, 2024.

We appreciate the Staff’s review of the
Registration Statement and trust that the foregoing has been responsive to the Staff’s comments. If the Staff has further questions,
please do not hesitate to call the undersigned at (612) 999-1606.

    Sincerely,

    /s/ Amber Shimpa

    Amber Shimpa

    Chief Executive Officer and President

    Vireo Growth Inc.

October 4, 2024
Amber Shimpa
President
Vireo Growth Inc.
207 South 9th Street
Minneapolis, Minnesota 55402
Re:Vireo Growth Inc.
Registration Statement on Form S-3
Filed September 24, 2024
File No. 333-282311
Dear Amber Shimpa:
            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.
Form S-3 filed September 24, 2024
Signature Page, page II-6
1.Please amend your registration statement to include the signature of your controller
or principal accounting officer. Refer to the Instruction 1 regarding signatures on Form S-
3.
            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.

October 4, 2024
Page 2
            Please contact Tamika Sheppard at 202-551-8346 or Joe McCann at 202-551-6262 with
any other questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:Nicole Edmonds

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GOODNESS GROWTH HOLDINGS, INC.

207 SOUTH 9TH STREET

MINNEAPOLIS, MINNESOTA 55402

August 10, 2023

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

Office of Life Sciences

100 F Street NE

Washington, D.C. 20549

Attn: Tim Buchmiller

    Re:
    Goodness Growth Holdings, Inc.

Registration Statement on Form S-1

Filed August 4, 2023

File No. 333-273728

Ladies and Gentlemen:

Pursuant to Rule 461
under the Securities Act of 1933, as amended, Goodness Growth Holdings, Inc. (the “Company”) hereby requests that the
effective date of the Company’s Registration Statement on Form S-1 (File No. 333-273728) (the “Registration
Statement”) be accelerated so that the Registration Statement will become effective at 5:30 PM, Eastern Time, on August 10,
2023, or as soon thereafter as is practicable.

Please contact Thomas M. Rose
of Troutman Pepper Hamilton Sanders LLP, counsel to the Company, at (757) 687-7715 to provide notice of effectiveness or if you have
any questions or comments concerning this request.

Very truly yours,

GOODNESS GROWTH HOLDINGS, INC.

By:
/s/ J. Michael Schroeder

Name:
J. Michael Schroeder

Title:
General Counsel and Corporate Secretary

United States securities and exchange commission logo
August 9, 2023
J. Michael Schroeder, Esq.
General Counsel and Corporate Secretary
Goodness Growth Holdings, Inc.
207 South 9th Street
Minneapolis, Minnesota 55402
Re:Goodness Growth Holdings, Inc.
Registration Statement on Form S-1
Filed August 4, 2023
File No. 333-273728
Dear J. Michael Schroeder:
            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 Tim Buchmiller at (202) 551-3635 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Thomas M. Rose, Esq.

United States securities and exchange commission logo
January 28, 2021
Kyle Kingsley
Chief Executive Officer
Vireo Health International, Inc.
207 South 9th Street
Minneapolis, MN 55402
Re:Vireo Health International, Inc.
Amendment No. 2 to Registration Statement on Form 10-12G
Filed January 20, 2021
File No. 000-56225
Dear Dr. Kingsley:
            We have completed our review of your filing.  We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Thomas M. Rose

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Vireo Health International, Inc.

1330 Lagoon Avenue, 5th Floor

Minneapolis, MN 55408

J. Michael Schroeder

D 402.639.6110

michaelschroeder@vireohealth.com

January 19, 2021

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

Office of Life Sciences

100 F Street, N.E.

Washington, DC 20549

    Re:
    Vireo Health International, Inc.

Amendment No. 1 to Registration Statement on Form 10-12G

Filed December 22, 2020

File No. 000-56225

Ladies and Gentlemen:

I am submitting this letter on behalf of Vireo Health International,
Inc. (the “Company”) in response to the comments from the staff of the U.S. Securities and Exchange Commission’s
(the “Commission”) Division of Corporation Finance (the “Staff”) received by letter dated
January 3, 2021 (the “Staff Letter”) relating to Amendment No. 1 to the Company’s Registration Statement
on Form 10-12G (File No. 000-56225) (the “Amendment No. 1”).

The Company is concurrently filing Amendment No. 2 to the Registration
Statement (“Amendment No. 2”), which reflects changes made in response to the Staff Letter and certain other
changes. We understand the Staff is working remotely at this time given the continuing COVID-19 pandemic, and we, therefore, have
not mailed to the Commission’s offices any copies of this response letter or marked copies of Amendment No. 2 showing all
changes from the Amendment No. 1. Nevertheless, should you desire for us to do so, please advise.

For ease of reference, we have incorporated the comments from
the Staff Letter into this letter in italics, numbered to correspond to the numbering used in the Staff Letter and followed by
the Company’s response. Capitalized terms used in this letter but not otherwise defined herein shall have the meanings set
forth in Amendment No. 2.

Amendment No. 1 to Registration Statement on Form 10-12G
filed December 22, 2020

Item 1. Business

Background, page 6

    1.

        We note your revised disclosure on page 6 indicating
        that you expect to open one additional dispensary in Maryland during the first quarter of 2021 and, subject to regulatory
        approval, one dispensary in Maryland during 2021. Please update your disclosure to clarify whether these are 2 separate
        dispensaries or references to the same dispensary.

RESPONSE: In response to the Staff’s
comment, the Company has revised the disclosure on page 6 of Amendment No. 2 to clarify that the Company has one dispensary that,
subject to regulatory approval, it expects to open in Maryland during 2021.

 2. We note your response to prior comment 2 and updated disclosure. Please revise your disclosure to briefly discuss the nature
of the affiliation between you and Dorchester Management, LLC.

RESPONSE: In response to the
Staff’s comment, the Company has supplemented its disclosure on page 7 of Amendment No. 2 to clarify its relationship
with Dorchester Management, LLC.

Securities and Exchange Commission

January 19, 2021

Page 2

General Development of the Business, page 8

    3.
    We note your response to prior comment 4 and updated disclosures that you are seeking to develop intellectual property complementary to your mission. We further note that you continue to state that your intellectual property operations provide a path to long-term value creation. Please update your disclosures to discuss any material steps you have taken to develop this aspect of your business, or alternatively, clearly disclose that you have not yet taken any material steps.

RESPONSE: In response to the
Staff’s comment, the Company has updated its disclosures on pages 8 and 65 in Amendment No. 2 to
discuss the material steps it has taken regarding its intellectual property.

Recent Acquisitions, page
9

    4.

        We note your revised disclosure indicating that you agreed
        to purchase Mayflower Botanicals, Inc. for an aggregate purchase price of $10M. We further note your disclosure indicating that
        you delivered $1.025M in cash and shares valued at $12.888M at the closing of the transaction. Please update your disclosure to
        discuss why you paid additional consideration at closing beyond the agreed-upon purchase price of $10M.

        For each of the Mayflower Botanicals, Inc. acquisition and
        the other acquisitions described in this subsection, please revise your disclosure to clarify whether you have any ongoing obligations
        related to each acquisition, including contingent payment obligations.

RESPONSE: In response to the Staff’s
comment, the Company has updated its disclosure on page 9 of Amendment No. 2 to clarify that the additional consideration was
due to the conversion rate of the convertible notes issuable in the transaction, which notes were immediately converted to their
cash value at close. It has also indicated on page 9 that it has no ongoing obligations related to any of its recent acquisitions.

    5.

        We note your response to prior comment 9 and updated
        disclosure. We further note your disclosure elsewhere in the registration statement that the Nevada Cannabis Compliance Board
        has approved the transfer of MJ Distributing P132, LLC and MJ Distributing C201, LLC to one of your subsidiaries. Please
        update your disclosure to briefly discuss how the Nevada Cannabis Compliance Board's approval of the transfer will impact the
        Nevada Department of Taxation's potential approval.

RESPONSE: In response to the
Staff’s comment, the Company has updated its disclosure on page 10 of Amendment No. 2 to clarify the approvals that
were required for the transfer of MJ Distributing P132, LLC and MJ Distributing C201, LLC and to note that the transfers
occurred on January 5, 2021.

Management’s Discussion and Analysis of Financial Condition
and Results of Operations Summary of Significant Accounting

Policies, page 82

    6.

        As requested in comment 22, please expand your
        disclosures for the critical estimates used in preparing the consolidated financial statements to provide the disclosures in
        Section 501.14 of the Financial Reporting Codification. These disclosures should clearly explain what the critical estimate
        is; the uncertainties associated with the critical estimate; the methods and assumptions used to make the critical estimate,
        including an explanation as to how you arrived at the assumptions used; the events or transactions that could materially
        impact the assumptions made; and how reasonably likely changes to those assumptions could impact your consolidated financial
        statements. Please ensure you address the following:

 · Provide your specific assumptions and estimates
used to calculate net realizable value for inventory along with the specific facts and circumstances that led to net realizable
value falling below the carrying value. In this regard, non-recurring operational expenses and operational inefficiencies are
uninformative and could apply to any marijuana company. Refer to prior comment 29 and ASC 330-10-50-6 and ASC 275-10-50 for guidance.

 · For
                                         the amount of goodwill remaining subsequent to the impairment charge for each reporting
                                         unit, disclose the specific facts and circumstances that could reasonably occur and result
                                         in a change in the assumptions used to estimate the fair value of the reporting unit
                                         and result in the recognition of an additional material impairment charge. In this regard,
                                         the reporting units now have zero headroom, so a material change in the assumptions would
                                         materially impact your consolidated financial statements. Refer to the second bullet
                                         to prior comment 30 and Sections 216, 501.02, and 501.12.b.3 of the Financial Reporting
                                         Codification for guidance.

Securities and Exchange Commission

January 19, 2021

Page 3

RESPONSE: In response to, and in
accordance with, the Staff’s comment, the Company has updated its disclosures beginning on page 83 of Amendment No. 2
to expand its disclosures for the critical estimates used in preparing the consolidated financial statements.

  Item 11. Description of the Registrant's Securities
to be Registered, page 101

    7.
    Please revise your disclosure in this section to discuss the material terms of the Coattail Agreement dated March 18, 2019 filed as Exhibit 4.1 to your registration statement.

RESPONSE: In response to the
Staff’s comment, the Company has revised its disclosure on page 114 to discuss the material terms of the Coattail
Agreement dated March 18, 2019.

Consolidated Statements of Net Loss and Comprehensive Loss,
page F-3

 8. We note your response to comment 26. Please also revise your annual financial statements to address the capitalization of
depreciation cost into inventory and excluding non-cash expenses from net loss on the cash flows statements.

RESPONSE: In response to the Staff’s
comment, the Company has updated its disclosure on page F-3 of Amendment No. 2 to revise its annual financial statements to address
the capitalization of depreciation cost into inventory and exclude non-cash expenses from net loss on the cash flows statement.

2. Summary of Significant Accounting Policies

Net loss per share, page F-10

 9. We note your response to comment 27. Please also provide the expanded disclosures requested for number of shares, by type
of potentially dilutive security, that could potentially dilute earnings per share in the future in your annual financial statements.

RESPONSE: In response to the Staff’s
comment, the Company has expanded its disclosure on page F-10 of Amendment No. 2 to include its anti-dilutive shares outstanding
in its annual financial statements.

Unaudited Pro Forma Combined Financial Statements, page F-79

    10.
    Please expand your presentation to include the pending sales of Pennsylvania Dispensary Solutions, LLC and Ohio Medical Solutions, Inc. to allow investors to better understand the impact of the sale of these businesses on your results of operations and financial position in accordance with Item 303 of Regulation S-K.

RESPONSE: In response to the Staff’s
comment, the Company notes that the Commission’s recent amendments to the various rules on financial disclosures related
to acquired and disposed businesses adopted in its Final Release No. 33-10786 became effective January 1, 2021. Article 11 of Regulation
S-X, as amended, specifies when an issuer must present pro forma financial information for significant acquisitions or dispositions.
Recently amended Rule 11-01(a) of Regulation S-X provides, in part, “Pro forma financial information must be filed when…the
disposition of a significant portion of a business…by sale… has occurred or is probable and such disposition is not
fully reflected in the financial statements of the registrant included in the filing.” Recently amended Rule 11-01(b) provides
that, “The business…disposition will be considered significant if the business disposition…meets the definition
of a significant subsidiary in Rule 1-02(w)(1), substituting 20% for 10% each place it appears therein.”

Rule 1-02(w) was also amended by the Commission in
accordance with Final Release No. 33-10786 and defines a significant subsidiary as one that meets any of the investment, asset
or income tests as outlined in the rule. As noted above, in each instance, an issuer is to substitute 20% for the 10% thresholds
appearing in the rule.

In accordance with Rule 11-01(b), amounts that are
derived from the registrant’s financial statements are to be derived from the registrant’s most recent annual consolidated
financial statements required to be filed at or prior to the date of disposition and the disposed business’ pre-disposition
financial statements for the same fiscal year as the registrant. In the Company’s case, it has used its audited financial
information for its fiscal year ended December 31, 2019 and the standalone financial statements for each of Pennsylvania Dispensary
Solutions, LLC and Ohio Medical Solutions, LLC as of December 31, 2019.

In accordance with the SEC’s new rules summarized
above, the Company conducted significance tests for the disposition of Pennsylvania Dispensary Solutions, LLC and the pending disposition
of Ohio Medical Solutions, LLC, each as reflected below, and concluded it was not required to prepare pro forma financial statements
for either disposition.

Securities and Exchange Commission

January 19, 2021

Page 4

Pennsylvania Dispensary Solutions, LLC

For Pennsylvania Dispensary Solutions, LLC, the significance
calculations were as follows: Investment Test – 6%; Asset Test – 3%; and Income Tests – both 1%. These calculations
are presented below.

Securities and Exchange Commission

January 19, 2021

Page 5

Ohio Medical Solutions, LLC

For Ohio Medical Solutions, LLC, the significance
calculations were as follows: Investment Test – 1%; Asset Test – 6%; and Income Tests – 2% and 0%. These calculations
are presented below.

Thank you for your consideration of our
response. If you have any questions or require additional information, please do not hesitate to contact me at the phone number
or address set forth above.

    Very truly yours,

    /s/ J. Michael Schroeder

    J. Michael Schroeder

    cc:
    Kyle E. Kingsley, Chief Executive Officer

Vireo Health International, Inc.

United States securities and exchange commission logo
January 3, 2021
Kyle Kingsley
Chief Executive Officer
Vireo Health International, Inc.
207 South 9th Street
Minneapolis, MN 55402
Re:Vireo Health International, Inc.
Amendment No. 1 to Registration Statement on Form 10-12G
Filed December 22, 2020
File No. 000-56225
Dear Dr. Kingsley:
            We have reviewed your amended filing and have the following comments.  In some of
our comments, we may ask you to provide us with information so we may better understand your
disclosure.
            Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response and any amendment you may file in response to these
comments, we may have additional comments.
Amendment No. 1 to Registration Statement on Form 10-12G
Item 1. Business
Background, page 6
1.We note your revised disclosure on page 6 indicating that you expect to open one
additional dispensary in Maryland during the first quarter of 2021 and, subject to
regulatory approval, one dispensary in Maryland during 2021. Please update your
disclosure to clarify whether these are 2 separate dispensaries or references to the same
dispensary.
2.We note your response to prior comment 2 and updated disclosure. Please revise your
disclosure to briefly discuss the nature of the affiliation between you and Dorchester
Management, LLC.

 FirstName LastNameKyle Kingsley
 Comapany NameVireo Health International, Inc.
 January 3, 2021 Page 2
 FirstName LastNameKyle Kingsley
Vireo Health International, Inc.
January 3, 2021
Page 2
General Development of the Business, page 8
3.We note your response to prior comment 4 and updated disclosures that you are seeking to
develop intellectual property complementary to your mission. We further note that you
continue to state that your intellectual property operations provide a path to long-term
value creation. Please update your disclosures to discuss any material steps you have
taken to develop this aspect of your business, or alternatively, clearly disclose that you
have not yet taken any material steps.
Recent Acquisitions, page 9
4.We note your revised disclosure indicating that you agreed to purchase Mayflower
Botanicals, Inc. for an aggregate purchase price of $10M. We further note your disclosure
indicating that you delivered $1.025M in cash and shares valued at $12.888M at the
closing of the transaction. Please update your disclosure to discuss why you paid
additional consideration at closing beyond the agreed-upon purchase price of $10M.

For each of the Mayflower Botanicals, Inc. acquisition and the other acquisitions
described in this subsection, please revise your disclosure to clarify whether you have any
ongoing obligations related to each acquisition, including contingent payment obligations.
5.We note your response to prior comment 9 and updated disclosure. We further note your
disclosure elsewhere in the registration statement that the Nevada Cannabis Compliance
Board has approved the transfer of MJ Distributing P132, LLC and MJ Distributing C201,
LLC to one of your subsidiaries. Please update your disclosure to briefly discuss how the
Nevada Cannabis Compliance Board's approval of the transfer will impact the Nevada
Department of Taxation's potential approval.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
Summary of Significant Accounting Policies, page 82
6.As requested in comment 22, please expand your disclosures for the critical estimates
used in preparing the consolidated financial statements to provide the disclosures in
Section 501.14 of the Financial Reporting Codification.  These disclosures should clearly
explain what the critical estimate is; the uncertainties associated with the critical estimate;
the methods and assumptions used to make the critical estimate, including an explanation
as to how you arrived at the assumptions used; the events or transactions that could
materially impact the assumptions made; and how reasonably likely changes to those
assumptions could impact your consolidated financial statements.  Please ensure you
address the following:
•Provide your specific assumptions and estimates used to calculate net realizable value
for inventory along with the specific facts and circumstances that led to net realizable
value falling below the carrying value.  In this regard, non-recurring operational
expenses and operational inefficiencies are uninformative and could apply to any
marijuana company.  Refer to prior comment 29 and ASC 330-10-50-6 and ASC

 FirstName LastNameKyle Kingsley
 Comapany NameVireo Health International, Inc.
 January 3, 2021 Page 3
 FirstName LastNameKyle Kingsley
Vireo Health International, Inc.
January 3, 2021
Page 3
275-10-50 for guidance.
•For the amount of goodwill remaining subsequent to the impairment charge for each
reporting unit, disclose the specific facts and circumstances that could reasonably
occur and result in a change in the assumptions used to estimate the fair value of the
reporting unit and result in the recognition of an additional material impairment
charge.  In this regard, the reporting units now have zero headroom, so a material
change in the assumptions would materially impact your consolidated financial
statements.  Refer to the second bullet to prior comment 30 and Sections 216, 501.02,
and 501.12.b.3 of the Financial Reporting Codification for guidance.
Item 11. Description of the Registrant's Securities to be Registered, page 101
7.Please revise your disclosure in this section to discuss the material terms of the Coattail
Agreement dated March 18, 2019 filed as Exhibit 4.1 to your registration statement.
Consolidated Statements of Net Loss and Comprehensive Loss, page F-3
8.We note your response to comment 26.  Please also revise your annual financial
statements to address the capitalization of depreciation cost into inventory and excluding
non-cash expenses from net loss on the cash flows statements.
2. Summary of Significant Accounting Policies
Net loss per share, page F-10
9.We note your response to comment 27.  Please also provide the expanded disclosures
requested for number of shares, by type of potentially dilutive security, that could
potentially dilute earnings per share in the future in your annual financial statements.
Unaudited Pro Forma Combined Financial Statements, page F-79
10.Please expand your presentation to include the pending sales of Pennsylvania Dispensary
Solutions, LLC and Ohio Medical Solutions, Inc. to allow investors to better understand
the impact of the sale of these businesses on your results of operations and financial
position in accordance with Item 303 of Regulation S-K.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            You may contact Tracey Houser at 202-551-3736 or Daniel Gordon at 202-551-3486 if
you have questions regarding comments on the financial statements and related matters. Please
contact Alan Campbell at 202-551-4224 or Dorrie Yale at 202-551-8776 with any other
questions.

 FirstName LastNameKyle Kingsley
 Comapany NameVireo Health International, Inc.
 January 3, 2021 Page 4
 FirstName LastName
Kyle Kingsley
Vireo Health International, Inc.
January 3, 2021
Page 4
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Thomas M. Rose

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Vireo Health International, Inc.

1330 Lagoon Avenue, 5th Floor

Minneaopolis, MN 55408

J. Michael Schroeder

D 402.639.6110

michaelschroeder@vireohealth.com

December 21, 2020

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

Office of Life Sciences

100 F Street, N.E.

Washington, DC 20549

    Re:
    Vireo Health International, Inc.

Registration Statement on Form 10-12G

Filed November 5, 2020

File No. 000-56225

Ladies and Gentlemen:

I am submitting this letter on behalf of Vireo Health International,
Inc. (the “Company”) in response to the comments from the staff of the U.S. Securities and Exchange Commission’s
(the “Commission”) Division of Corporation Finance (the “Staff”) received by letter dated
December 2, 2020 (the “Staff Letter”) relating to the Company’s Registration Statement on Form 10-12G
(File No. 000-56225) (the “Registration Statement”).

The Company is concurrently filing Amendment No. 1 to the Registration
Statement (“Amendment No. 1”), which reflects changes made in response to the Staff Letter and certain other
changes. We understand the Staff is working remotely at this time given the continuing COVID-19 pandemic, and we, therefore, have
not mailed to the Commission’s offices any copies of this response letter or marked copies of Amendment No. 1 showing all
changes from the Registration Statement. Nevertheless, should you desire for us to do so, please advise.

For ease of reference, we have incorporated the comments from
the Staff Letter into this letter in italics, numbered to correspond to the numbering used in the Staff Letter and followed by
the Company’s response. Capitalized terms used in this letter but not otherwise defined herein shall have the meanings set
forth in Amendment No. 1.

Registration Statement on Form 10-12G filed November 5, 2020

Implications of Being an Emerging Growth Company, page 1,
page 1

Securities and Exchange Commission

December 21, 2020

Page
2

 1. We note that the cover page indicates that you have elected to use the extended transition period for complying with any
new or revised financial accounting standards. Please provide disclosure here to state your election under Section 107(b) of the
JOBS Act. Provide a risk factor explaining that this election allows you to delay the adoption of new or revised accounting standards
that have different effective dates for public and private companies until those standards apply to private companies. Also state
that as a result of this election, your financial statements may not be comparable to companies that comply with public company
effective dates.

RESPONSE:
In response to the Staff’s comment, the Company has revised the disclosure on page 1 and revised its risk factor disclosure
on page 59 of Amendment No. 1 to note the Company’s election to delay the adoption of new or revised accounting standards
under Section 107(b) of the JOBS Act and the potential implications thereof.

Item 1. Business

Background, page 6

 2. We note that certain of the subsidiaries and affiliates in your organizational chart have asterisks. Please revise to clearly
explain the meaning of the asterisks. We further note that some of the entities that appear in the organizational chart appear
to be in the process of being sold. Please update your organizational chart to clearly reflect which entities are in the process
of being sold. To the extent that any of the subsidiaries in the organizational chart are not wholly-owned by you, please also
update your disclosure to state this clearly and disclose the other owners. If you are only affiliated with an entity through a
management agreement or similar arrangement (such as a non-profit dispensary), or through related parties (such as Ohio Medical
Solutions, which you indicate is owned by your executives), but you do not have a current ownership relationship with such entity,
please remove them from the organizational chart, and add disclosure to clearly explain these other arrangements.

RESPONSE:
In response to the Staff’s comment, the Company has revised the organizational chart on page 7 of Amendment No. 1 to clarify
its relationship with the various entities reflected in the chart, indicated which entities are in the process of being sold, removed
any entities owned through related parties and added footnote disclosure to explain that certain other entities are affiliates
of the Company.

General Development of the
Business, page 8

 3. Please provide us with the basis for your claim that you are one of the United States' "leading" multi-state cannabis
companies.

Securities and Exchange Commission

December 21, 2020

Page
3

RESPONSE:
In response to the Staff’s comment, the Company has revised its disclosure on page 8 and elsewhere in Amendment No. 1
to remove references to the Company as a “leading” multi-state cannabis company.

 4 We refer to your statement here that you are also "focused on transformative intellectual property ranging from novel
product formulations, to agricultural scale cannabinoid production processes and equipment." You also state on pages 10 and
62 that you are focused on securing "meaningful" intellectual property, and that you have formed a subsidiary with the
intent of commercializing your intellectual property portfolio. However, your disclosures do not appear to support these statements
as you have only briefly disclosed the ownership of two patent numbers. Please either revise to demonstrate that your business
is focused on intellectual property, or alternatively, if your portfolio is not currently a material focus of your business, revise
accordingly. If your business is reliant on any material patents, revise to identify the specific product(s) to which such patents
relate, the scope of patent protection, and the expiration date. Indicate whether the patents are owned or licensed from third
parties

RESPONSE:
In response to the Staff’s comment, the Company has revised its disclosure on pages 7 and 64 and elsewhere in Amendment
No. 1 to reflect its objective of developing intellectual property that is complementary to its mission.

The Transaction and Related Financing Activities,
page 8

 5. Please include in this section a brief discussion of the differences between Super Voting Shares, Multiple Voting Shares
and Subordinate Voting Shares.

RESPONSE:
In response to the Staff’s comment, the Company has added a brief discussion of the differences between its Super Voting
Shares, Multiple Voting Shares and Subordinate Voting Shares on page 8 of Amendment No. 1.

Financing Activities, page
9

 6. Please update this section to discuss the August 10, 2020 financing of $16,755,923 disclosed elsewhere in the registration
statement.

RESPONSE:
In response to the Staff’s comment, the Company notes that prior references to the August 10, 2020 financing were referring
to the proceeds received in connection with the Company’s August 10, 2020 disposition of its former subsidiary, Pennsylvania
Medical Solutions, LLC. The Company has made clarifying edits in Amendment No. 1 related to these proceeds.

Securities and Exchange Commission

December 21, 2020

Page
4

Other Recent Developments,
page 10

 7. We note your disclosure that you have entered into an agreement to sell Ohio Medical Solutions ("OMS") to a third
party for $1.15 million, but also that this entity is owned by your executives and not by you. Please revise to clearly explain
the significance to you of this sale, including how your Ohio operations were conducted through this entity and whether you will
continue to have any operations in Ohio after this transaction is consummated.

RESPONSE:
In response to the Staff’s comment, the Company has updated the disclosure on page 11 of Amendment No. 1 to clarify its
disclosures related to OMS.

 8. We note your disclosure concerning the sale of Pennsylvania Medical Solutions, LLC and the purchaser's option to acquire
Pennsylvania Dispensary Solutions, LLC. We also note your disclosures elsewhere, such as your statement on page 64, that your retail
business "is continuing to experience growth in this medical market" in reference to Pennsylvania. Please update your
disclosure here to state what operations the Company continues to have in Pennsylvania following the consummation of this transaction,
including whether (i) the Company still expects to receive wholesale revenue in Pennsylvania following the transaction and (ii)
whether the Company will have any remaining dispensaries in Pennsylvania if the purchaser exercises the option to acquire Pennsylvania
Dispensary Solutions, LLC. Please also update your disclosure in this section to discuss the total consideration you received for
the sale.

RESPONSE:
In response to the Staff’s comment, the Company has revised its disclosures in Amendment No. 1
to remove references to growth in the Pennsylvania market, to note that the sale of Pennsylvania Dispensary Solutions, LLC has
now closed and that it will have no Pennsylvania operations going forward. The Company’s disclosures have also been updated
to include the total consideration received for the sale of Pennsylvania Medical Solutions, LLC.

Recent Acquisitions, page 9

 9. Please update your disclosure in this section to discuss (a) your acquisition of substantially all of the assets of Silver
Fox Management Services, LLC and (b) your proposed acquisition of MJ Distributing P132, LLC and MJ Distributing C201, LLC. Please
also file each of the acquisition agreements with Elephant Head Farm LLC and Retail Management Associates, LLC; MJ Distributing
P132, LLC, and MJ Distributing C201, LLC as exhibits to your registration statement or explain to us why they are not required
to be filed. Finally, please revise your disclosure in this section to describe the material terms of each agreement referenced
above, and your agreement with Mayflower Botanicals Inc., including whether all of the cash and equity consideration in these acquisitions
was paid at closing or whether there is any contingent consideration outstanding.

Securities and Exchange Commission

December 21, 2020

Page
5

RESPONSE:
In response to the Staff’s comment, the Company has revised the disclosure on pages 9 and 10 of Amendment No. 1 to add
disclosure regarding its acquisition of substantially all of the assets of Silver Fox Management Services, LLC, its proposed
acquisition of MJ Distributing P132, LLC and MJ Distributing C201, LLC and to describe the material terms of the acquisition
agreements for MJ Distributing and Mayflower Botanicals Inc. The Company has filed the acquisition agreement with Elephant
Head Farm LLC and Retail Management Associates, LLC as an exhibit to Amendment No. 1. The Company hereby advises that the
acquisition agreements with Silver Fox Management Services, LLC and related to MJ Distributing are not material.

Description of the Business,
page 11

 10. Revise your disclosures as appropriate to clarify which of your principal products are permitted to be, and are sold, in
your various markets. With respect to states where your cultivation capacity is insufficient, please discuss your sources and availability
of raw materials and the names of any principal suppliers.

RESPONSE:
In response to the Staff’s comment, the Company has revised the disclosure on pages 15 and 16 of Amendment No. 1 to
clarify which of its principal products are permitted to be, and are sold, in its various markets. It has also discussed,
with respect to states where its cultivation capacity is insufficient, its sources and availability of raw materials and the
names of its principal suppliers.

 11. Please expand your disclosures of competitive conditions on pages 16 - 17 to specifically discuss the "changing market
conditions" you reference on page 73 and your "planned overcapacity" and "increased competitive environment"
that you reference elsewhere, including on page 66.

RESPONSE:
In response to the Staff’s comment, the Company has revised the disclosure on pages 17 and 18 of Amendment No. 1 to expand
its competitive conditions disclosure.

Regulation of the Cannabis
Market at State and Local Levels, page 21

 12. Please explain the differences between the phase 1 retail license in Maryland and the phase 2 license for which you have
applied in your discussion on page 22.

RESPONSE:
In response to the Staff’s comment, the Company has revised its disclosures on page 23 of Amendment No. 1 to explain the
differences between the Maryland phase 1 retail license and the phase 2 license.

Securities and Exchange Commission

December 21, 2020

Page
6

Vireo's Licenses in Maryland,
page 23

 13. We note your statement that you own one retail dispensary license, which is not currently operational, and that you are
operating in Maryland a cultivation and production facility. Please update your disclosure to confirm whether the Company also
has licenses in Maryland for cultivation and processing.

RESPONSE:
In response to the Staff’s comment, the Company has revised its disclosure on page 23 of Amendment No. 1 to clarify that
it holds both cultivation and processing licenses in Maryland.

Item 1A. Risk Factors, page
30

 14. Please revise the heading for your last risk factor on page 33 to highlight the significance of such heightened scrutiny,
such as the potential effect that the market for the Subordinate Voting Shares could become highly illiquid.

RESPONSE:
In response to the Staff’s comment, the Company has revised the referenced risk factor heading on page 34 of Amendment
No. 1 to highlight the significance of the heightened regulatory scrutiny.

 15. Please add a risk factor discussing your redemption rights with respect to Unsuitable Persons.

RESPONSE:
In response to the Staff’s comment, the Company has added a risk factor on page 59 of Amendment No. 1 with respect
to Unsuitable Persons.

Management’s Discussion
and Analysis of Financial Condition and Results of Operations, page 63

 16. For your results of operations analysis for each period presented, please quantify the impact of the material factors disclosed
as materially impacting the line items analyzed, which should include the impact of recent acquisitions during each period presented.
Refer to Items 303(a)(3)(i) and 303(a)(3)(iii) of Regulation S-X (sic) and Section 501.12.b.3 of the Financial Reporting Codification
for guidance.

RESPONSE:
In response to the Staff’s comment, the Company has revised the Results of Operations section of its Management’s Discussion
 & Analysis (the “MD&A”) beginning on page 66 of Amendment No. 1 to quantify the impact of material
factors, including the impact of recent acquisitions.

 17. Please ensure that you address the specific underlying causes for the material factors impacting the line items analyzed.
For example, please provide an explanation for the increase in salaries and wages and also the increase in share based compensation
impacting total expenses. Refer to Item 303(a)(3) of Regulation S-K and Sections 501.06.a and 501.12.b. of the Financial Reporting
Codification for guidance.

Securities and Exchange Commission

December 21, 2020

Page
7

RESPONSE:
In response to the Staff’s comment, the Company has revised the Results of Operations section of its MD&A beginning on
page 66 of Amendment No. 1 to further address the underlying causes for material factors impacting the line items analyzed.

Item 2. Financial Information

Regulatory Jurisdictions,
page 64

 18. We note your statement that investors should refer to the Company's previous regulatory filings for more information regarding
the RTO transaction. Referring investors to sources outside your registration statement for material information is not sufficient
to meet your disclosure obligation. Accordingly, to the extent that there is material information regarding the RTO transaction
that is not discussed in your registration statement, pleas

United States securities and exchange commission logo
December 2, 2020
Kyle Kingsley
Chief Executive Officer
Vireo Health International, Inc.
207 South 9th Street
Minneapolis, MN 55402
Re:Vireo Health International, Inc.
Registration Statement on Form 10-12G
Filed November 5, 2020
File No. 000-56225
Dear Dr. Kingsley:
            We have reviewed your filing and have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.
            Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response and any amendment you may file in response to these
comments, we may have additional comments.
Registration Statement on Form 10-12G filed November 5, 2020
Implications of Being an Emerging Growth Company, page 1, page 1
1.We note that the cover page indicates that you have elected to use the extended transition
period for complying with any new or revised financial accounting standards.  Please
provide disclosure here to state your election under Section 107(b) of the JOBS Act.
Provide a risk factor explaining that this election allows you to delay the adoption of new
or revised accounting standards that have different effective dates for public and private
companies until those standards apply to private companies.  Also state that as a result of
this election, your financial statements may not be comparable to companies that comply
with public company effective dates.

 FirstName LastNameKyle Kingsley
 Comapany NameVireo Health International, Inc.
 December 2, 2020 Page 2
 FirstName LastNameKyle Kingsley
Vireo Health International, Inc.
December 2, 2020
Page 2
Item 1. Business
Background, page 6
2.We note that certain of the subsidiaries and affiliates in your organizational chart have
asterisks. Please revise to clearly explain the meaning of the asterisks. We further note
that some of the entities that appear in the organizational chart appear to be in the process
of being sold. Please update your organizational chart to clearly reflect which entities are
in the process of being sold. To the extent that any of the subsidiaries in the organizational
chart are not wholly-owned by you, please also update your disclosure to state this clearly
and disclose the other owners. If you are only affiliated with an entity through a
management agreement or similar arrangement (such as a non-profit dispensary), or
through related parties (such as Ohio Medical Solutions, which you indicate is owned by
your executives), but you do not have a current ownership relationship with such entity,
please remove them from the organizational chart, and add disclosure to clearly explain
these other arrangements.
General Development of the Business, page 8
3.Please provide us with the basis for your claim that you are one of the United States'
"leading" multi-state cannabis companies.
4.We refer to your statement here that you are also "focused on transformative intellectual
property ranging from novel product formulations, to agricultural scale cannabinoid
production processes and equipment." You also state on pages 10 and 62 that you are
focused on securing "meaningful" intellectual property, and that you have formed a
subsidiary with the intent of commercializing your intellectual property portfolio.
However, your disclosures do not appear to support these statements as you have only
briefly disclosed the ownership of two patent numbers. Please either revise to demonstrate
that your business is focused on intellectual property, or alternatively, if your portfolio is
not currently a material focus of your business, revise accordingly. If your business is
reliant on any material patents, revise to identify the specific product(s) to which
such patents relate, the scope of patent protection, and the expiration date. Indicate
whether the patents are owned or licensed from third parties.
The Transaction and Related Financing Activities, page 8
5.Please include in this section a brief discussion of the differences between Super Voting
Shares, Multiple Voting Shares and Subordinate Voting Shares.
Financing Activities, page 9
6.Please update this section to discuss the August 10, 2020 financing of $16,755,923
disclosed elsewhere in the registration statement.
Other Recent Developments, page 9

 FirstName LastNameKyle Kingsley
 Comapany NameVireo Health International, Inc.
 December 2, 2020 Page 3
 FirstName LastNameKyle Kingsley
Vireo Health International, Inc.
December 2, 2020
Page 3
7.We note your disclosure that you have entered into an agreement to sell Ohio Medical
Solutions ("OMS") to a third party for $1.15 million, but also that this entity is owned by
your executives and not by you. Please revise to clearly explain the significance to you of
this sale, including how your Ohio operations were conducted through this entity and
whether you will continue to have any operations in Ohio after this transaction is
consummated.
8.We note your disclosure concerning the sale of Pennsylvania Medical Solutions, LLC and
the purchaser's option to acquire Pennsylvania Dispensary Solutions, LLC. We also note
your disclosures elsewhere, such as your statement on page 64, that your retail business
"is continuing to experience growth in this medical market" in reference to Pennsylvania.
Please update your disclosure here to state what operations the Company continues to
have in Pennsylvania following the consummation of this transaction, including whether
(i) the Company still expects to receive wholesale revenue in Pennsylvania following the
transaction and (ii) whether the Company will have any remaining dispensaries in
Pennsylvania if the purchaser exercises the option to acquire Pennsylvania Dispensary
Solutions, LLC. Please also update your disclosure in this section to discuss the total
consideration you received for the sale.
Recent Acquisitions, page 9
9.Please update your disclosure in this section to discuss (a) your acquisition of substantially
all of the assets of Silver Fox Management Services, LLC and (b) your proposed
acquisition of MJ Distributing P132, LLC and MJ Distributing C201, LLC. Please also
file each of the acquisition agreements with Elephant Head Farm LLC and Retail
Management Associates, LLC; MJ Distributing P132, LLC, and MJ Distributing C201,
LLC as exhibits to your registration statement or explain to us why they are not required
to be filed. Finally, please revise your disclosure in this section to describe the material
terms of each agreement referenced above, and your agreement with Mayflower
Botanicals Inc., including whether all of the cash and equity consideration in these
acquisitions was paid at closing or whether there is any contingent consideration
outstanding.
Description of the Business, page 10
10.Revise your disclosures as appropriate to clarify which of your principal products are
permitted to be, and are sold, in your various markets. With respect to states where your
cultivation capacity is insufficient, please discuss your sources and availability of raw
materials and the names of any principal suppliers.
11.Please expand your disclosures of competitive conditions on pages 16 - 17 to specifically
discuss the "changing market conditions" you reference on page 73 and your "planned
overcapacity" and "increased competitive environment" that you reference elsewhere,
including on page 66.
Regulation of the Cannabis Market at State and Local Levels, page 20

 FirstName LastNameKyle Kingsley
 Comapany NameVireo Health International, Inc.
 December 2, 2020 Page 4
 FirstName LastNameKyle Kingsley
Vireo Health International, Inc.
December 2, 2020
Page 4
12.Please explain the differences between the phase 1 retail license in Maryland and the
phase 2 license for which you have applied in your discussion on page 22.
Vireo's Licenses in Maryland, page 22
13.We note your statement that you own one retail dispensary license, which is not currently
operational, and that you are operating in Maryland a cultivation and production facility.
Please update your disclosure to confirm whether the Company also has licenses in
Maryland for cultivation and and processing.
Item 1A. Risk Factors, page 29
14.Please revise the heading for your last risk factor on page 33 to highlight the significance
of such heightened scrutiny, such as as the potential effect that the market for the
Subordinate Voting Shares could become highly illiquid.
15.Please add a risk factor discussing your redemption rights with respect to Unsuitable
Persons.
Management’s Discussion and Analysis of Financial Condition and Results of Operations, page
62
16.For your results of operations analysis for each period presented, please quantify the
impact of the material factors disclosed as materially impacting the line items analyzed,
which should include the impact of recent acquisitions during each period presented.
 Refer to Items 303(a)(3)(i) and 303(a)(3)(iii) of Regulation S-X and Section 501.12.b.3 of
the Financial Reporting Codification for guidance.
17.Please ensure that you address the specific underlying causes for the material factors
impacting the line items analyzed.  For example, please provide an explanation for the
increase in salaries and wages and also the increase in share based compensation
impacting total expenses.  Refer to Item 303(a)(3) of Regulation S-K and Sections
501.06.a and 501.12.b. of the Financial Reporting Codification for guidance.
Item 2. Financial Information
Regulatory Jurisdictions, page 64
18.We note your statement that investors should refer to the Company's previous regulatory
filings for more information regarding the RTO transaction. Referring investors to sources
outside your registration statement for material information is not sufficient to meet your
disclosure obligation. Accordingly, to the extent that there is material information
regarding the RTO transaction that is not discussed in your registration statement, please
amend your disclosure to include this information.
Non-GAAP Measures, page 70

 FirstName LastNameKyle Kingsley
 Comapany NameVireo Health International, Inc.
 December 2, 2020 Page 5
 FirstName LastNameKyle Kingsley
Vireo Health International, Inc.
December 2, 2020
Page 5
19.Please remove references to non-IFRS, as you prepare your consolidated financial
statements under US GAAP.
Gross Profit, page 72
20.We note your statement here that Pennsylvania is a core market and your reference on
page 78 to a renewed focus on "6 core markets." However, elsewhere in your document,
you indicate that New York, Minnesota, Arizona, New Mexico and Maryland are your
five core markets. Please update your disclosure to clarify which markets are your core
markets and for which periods.
Liquidity, Financing Activities During the Period, and Capital Resources, page 74
21.Please update your disclosure in this section to discuss the outstanding convertible notes
described on pages F-27 to F-29 of your financial statements.
Summary of Significant Accounting Policies, page 79
22.Please revise these disclosures to comply with the guidance in Section 501.14 of the
Financial Reporting Codification, which differs from the financial statement requirement
to disclose significant accounting policies.  In this regard, these disclosures should only
include the areas that require critical estimates in preparing your consolidated financial
statements, such as estimating inventory valuation adjustments; estimating the fair value
of stock-based compensation, including the underlying equity instrument; testing goodwill
for impairment; assessing recoverability of your finite-lived intangible assets; and
assessing the realizability of your deferred tax assets. These disclosures should clearly
explain what the critical estimate is; the uncertainties associated with the critical estimate;
the methods and assumptions used to make the critical estimate, including an explanation
as to how you arrived at the assumptions used; the events or transactions that could
materially impact the assumptions made; and how reasonably likely changes to those
assumptions could impact your consolidated financial statements.
Employment Agreements, page 100
23.Please update your disclosure here to include a discussion of the employment agreement
or offer letter with Dr. Kyle E. Kingsley and file the agreement or offer letter as an exhibit
to your registration statement. Please also revise the first paragraph on page 101 to explain
whether the provision has been triggered or if it's no longer applicable.
Outstanding Equity Awards Table for 2019, page 102
24.Please provide footnote disclosure regarding the vesting dates of Dr. Kingsley's unvested
options.
Item 11. Description of the Registrant's Securities to be Registered
Super Voting Shares, page 112

 FirstName LastNameKyle Kingsley
 Comapany NameVireo Health International, Inc.
 December 2, 2020 Page 6
 FirstName LastNameKyle Kingsley
Vireo Health International, Inc.
December 2, 2020
Page 6
25.Please complete the text following romanette (ii) in the first paragraph of the "Automatic
Conversion" subsection.
Consolidated Statements of Net Loss and Comprehensive Loss, page F-3
26.We note your disclosure on page F-15 that cost of sales includes depreciation of
manufacturing equipment and production facilities.  However, the amount of depreciation
expense reported within operating expenses agrees to the amount reflected on the
consolidated statements of cash flows.  Please address this inconsistency.  To the extent
that you are not including depreciation expense in cost of sales, please address the
requirements in SAB Topic 11:B.  Address this comment for your interim financial
statements.
2. Summary of Significant Accounting Policies
Net loss per share, page F-10
27.Please provide the disclosures required by ASC 260-10-50 for the calculations of net loss
per share.  The disclosures are to include the number of shares, by type of potentially
dilutive security, that could potentially dilute earnings per share in the future but that were
not included in the computation of diluted loss per share because to do so would have
been anti-dilutive for the periods presented.  Address this comment for your interim
financial statements.
3. Business Combinations, page F-17
28.We note that you acquired the AZ entities and Red Barn Growers during March 2019 and
entered into a definitive agreement to acquire MJ Distributing on April 2019.  Please tell
us your consideration of the guidance in Articles 8-04 and 8-05 of Regulation S-X in
assessing whether audited financial statements of these acquired businesses and the related
pro forma financial information reflecting these acquisitions should be included.  Please
provide your supporting computations per Article 8-04(b) of Regulation S-X.
Alternatively, revise the filing to include the required information.
6. Inventory, page F-22
29.Please provide the disclosures required by ASC 330-10-50-6 and ASC 275-10-50 for the
significant estimates for your inventory.  In this regard, we note you have recognized
inventory valuation adjustments.  Refer to ASC 330-10-55-8 through 55-13 for guidance.
Also address the inconsistency between the components of inventory on page F-22 and on
page F-59.
11. Goodwill, page F-25
30.We note your disclosure that you recognized $8,538,414 in impairments for goodwill.
Please address the following:
•As January 1 is your annual testing date and the goodwill was recognized in March

 FirstName LastNameKyle Kingsley
 Comapany NameVireo Health International, Inc.
 December 2, 2020 Page 7
 FirstName LastNameKyle Kingsley
Vireo Health International, Inc.
December 2, 2020
Page 7
2019, please disclose the facts and circumstances