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United States securities and exchange commission logo
July 13, 2021
Nicholas Vita
Chief Executive Officer
Columbia Care Inc.
680 Fifth Ave., 24th Floor
New York, New York 10019
Re: Columbia Care Inc.
Registration
Statement on Form 10
Filed June 16, 2021
File No. 000-56294
Dear Mr. Vita:
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 filed June 16, 2021
Implications of Being an Emerging Growth Company, page 3
1. Your disclosure
indicates that you qualify as an emerging growth company under the
JOBS Act. Please revise
to disclose whether you intend to take advantage of the extended
transition period
allowed for emerging growth companies for complying with new or
revised accounting
guidance as allowed by Section 107 of the JOBS Act and Section
7(a)(2)(B) of the
Securities Act of 1933.
Item 1. Business
Description of the Business, page 18
2. We note that you
operate in certain markets through management services arrangements.
Please describe the
material terms of these arrangements, including the services you
provide, payment terms,
and term and termination provisions. To the extent these
Nicholas Vita
FirstName LastNameNicholas Vita
Columbia Care Inc.
Comapany
July NameColumbia Care Inc.
13, 2021
July 13,
Page 2 2021 Page 2
FirstName LastName
agreements are material to your business, please also file them as
exhibits to your
registration statement, or advise. See Item 601(b)(10) of Regulation
S-K. In addition, to
the extent you do not retain all of the profits from the licensed
entities that you manage,
please revise your disclosure throughout the registration statement,
including in your
tables from pages 18 through 28, to clarify this and to account for
the differences in
economic benefit to you.
3. We note your disclosure that Columbia Care's addressable market
encompasses
approximately 53% of the U.S. adult population. Please tell us the
basis for this assertion,
including but not limited to how you calculated the adult population
in each addressable
market and whether you accounted for states that only allow medicinal
use of cannabis.
Product Selection and Offerings, page 26
4. When discussing your controlled-dose, solid-fill medicinal cannabinoid
capsules and
tablets, please clearly disclose whether any of your products have
been approved by the
U.S. Food and Drug Administration and, if not, please briefly explain
why.
Intellectual Property, page 31
5. Clarify the extent to which your intellectual property rights are
enforceable where
cannabis remains illegal under U.S. federal law. Please also expand
your disclosure
regarding your material patents and patent applications to identify
the specific product(s)
to which such patents relate and the scope of patent protection.
Item 1A. Risk Factors
Conversions and potential future sales of shares..., page 121
6. With reference to your disclosure on page 175, please revise to add a
risk factor that
addresses your ability to issue an unlimited number of Common Shares,
Proportionate
Voting Shares, and Preferred Shares.
Item 2. Financial Information
Results of Operations, page 139
7. Please separately quantify each of the factors noted regarding the
increase in revenues
over prior periods, and expand your discussion of these factors to
provide a
better understanding of the changes in your revenues.
8. You present two categories of cost of sales (related to inventory
production and related to
business combination fair value adjustments). In this regard, please
discuss the
components of each category and provide a discussion for the change in
each category
period-over-period. Where you identify multiple contributing factors
relating to the
period-over-period change, please quantify the impact of each material
factor discussed to
provide better understanding of the underlying reasons for the changes
in your results.
Refer to Item 303 of Regulation S-K and Section III.D of SEC Release
No. 33-6835.
Nicholas Vita
FirstName LastNameNicholas Vita
Columbia Care Inc.
Comapany
July NameColumbia Care Inc.
13, 2021
July 13,
Page 3 2021 Page 3
FirstName LastName
Non-GAAP Measures, page 140
9. On page 25, you disclose that you use certain key performance
indicators (KPIs) to assess
your rate of growth and performance. You identify four KPIs that you
use, but only
present two of those measures, without presenting gross or EBITDA
margin which would
appear to be non-GAAP measures. Tell us how you considered the
guidance of Release
No. 33-10751 which was effective February 25, 2020 in determining
whether to disclose
these measures.
Item 8. Legal Proceedings, page 169
10. Please discuss in greater detail the relief sought, such as damages,
or advise us why such
disclosure is not required. See Item 103 of Regulation S-K.
Item 10. Recent Sale of Unregistered Securities, page 173
11. For each transaction, please state briefly the facts relied upon to
make the exemption
available. See Item 701(d) of Regulation S-K.
Item 11. Description of the Registrant's Securities To Be Registered
Forum Selection, page 180
12. Please clarify whether the forum selection provision in the company
s articles could apply
to claims brought under the U.S. federal securities laws.
Item 15. Financial Statement and Exhibits, page 184
13. Please provide a signed audit report from the Independent Auditors of
TGS Global for the
audited financial statements for the years ended December 31, 2019 and
2018. In addition,
please note that the review report for the unaudited financial
statements of TGS Global for
the interim period ended June 30, 2020 is unsigned as well.
Columbia Care Inc. Notes to the Consolidated Financial Statements
2. Summary of Signifcant Accounting Policies, page F-9
14. Please include your accounting policy for your sales-leaseback
transactions.
Segment Information, page F-10
15. We note that you provide a breakdown of your sales product mix and
revenues related to
four product categories: concentrates, edibles, flower, and other on
pages 26 and 27,
respectively. Please provide the disclosures required by ASC
280-10-50-40 through 42.
Revenue Recognition, page F-17
16. Please expand your revenue disclosure to provide the following:
Separately quantify and provide your revenue recognition policy
for your other
Nicholas Vita
Columbia Care Inc.
July 13, 2021
Page 4
revenue streams (i.e. management services agreements, Columbia
National Credit
card ( CNC )). If your additional revenue streams are
immaterial, please disclose that
fact.
To the extent your revenue streams from services are greater than
10% of total, tell us
how you considered the requirement of Rule 5-03(b) of Regulation S-X
to break out
service revenue separate from product revenue on the face of your
Statements of
Operations.
Quantify net sales discounts for each period presented and provide
a discussion
regarding what your sales discounts relate to and how they are
estimated for the
purpose of determining the transaction price, identifying any
significant adjustments
to those estimates.
Provide a discussion of the components included in your cost of
sales.
17. Please revise to disclose whether you have maintained the customer
loyalty points rewards
program that TGS implemented. If so, please provide related disclosures.
Related Party Transactions, page F-18
18. On page 25, footnote (1) notes that "net revenue...includes net revenue
from related
parties in the fiscal quarter." Please provide a discussion related to
your related party
revenues and clearly label related party transactions. Refer to ASC
850-10-50 and Rule 4-
08(k) of Regulation S-X.
6. Acquisitions
Green Leaf Medical, page F-28
19. Please tell us your accounting basis for not providing the financial
statements and related
pro forma financial information for Green Leaf Medical, which was
acquired June 11,
2021.
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 Sasha Parikh at 202-551-3627 or Kevin Vaughn at
202-551-3494 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Irene Paik at 202-551-6553 or Samuel Kluck at 202-551-3233 with any
other questions.
Sincerely,
FirstName LastNameNicholas Vita
Division of
Corporation Finance
Comapany NameColumbia Care Inc.
Office of Life
Sciences
July 13, 2021 Page 4
cc: James Guttman
FirstName LastName