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United States securities and exchange commission logo
April 8, 2021
Abner Kurtin
Chair of the Board and Chief Executive Officer
Ascend Wellness Holdings, LLC
1411 Broadway
16th Floor
New York, NY 10018
Re: Ascend Wellness
Holdings, LLC
Registration
Statement on Form S-1
Filed March 29,
2021
File No. 333-254800
Dear Mr. Kurtin:
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
Security Risks, page 27
1. As previously
requested, please disclose whether you have been materially impacted by
the risks described in
this risk factor. We note that the risk factor disclosure was
apparently not revised
to address this issue.
Income Tax Expense, page 62
2. It remains unclear what
specific facts and circumstances changed in 2020 that caused the
increase in your tax
expense as a percentage of gross profit. Please revise.
Abner Kurtin
FirstName LastNameAbner
Ascend Wellness Holdings, Kurtin
LLC
Comapany
April NameAscend Wellness Holdings, LLC
8, 2021
April 28, 2021 Page 2
Page
FirstName LastName
General
3. A registration statement is not intended to serve as marketing
materials. Therefore, the
prominence of the graphics on the five pages between the prospectus
cover page and the
table of contents is not appropriate because the graphics neither
provide nor enhance
relevant and meaningful disclosure that investors can use to make an
informed investment
decision. In particular, the graphics appear to include extensive
narrative text and
information that repeats information already contained in the
Prospectus Summary and
Business sections. Further, text in this context should be used only
to the extent necessary
to explain briefly the visuals in the presentation and should not
overwhelm the visual
presentation. For guidance, refer to Question 101.02 of Compliance
Disclosure of
our Securities Act Forms Compliance and Disclosure Interpretations and
revise or remove
accordingly.
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 David Burton at 202-551-3626 or Al Pavot at 202-551-3738
if you have
questions regarding comments on the financial statements and related matters.
Please contact
Ada D. Sarmento at 202-551-3798 or Mary Beth Breslin at 202-551-3625 with any
other
questions.
Sincerely,
Division of
Corporation Finance
Office of Life
Sciences
cc: James B. Guttman, Esq.