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United States securities and exchange commission logo
February 4, 2022
Nicholas Vita
Chief Executive Officer
Columbia Care Inc.
680 Fifth Ave., 24th Floor
New York, NY 10019
Re: Columbia Care Inc.
Amendment No. 1 to
Form 10-12G
Filed January 28,
2022
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 to these comments, we may have additional comments.
Amendment No. 1 to Form 10-12G filed January 28, 2022
Product Selection and Offerings, page 27
1. We note your response
to our prior comment 1 and your revisions on page 27. Please
provide support for
your statement that your product was designed to provide a slow-
release, long-lasting
effect as compared to other delivery methods available at the time.
Non-GAAP Measures, page 147
2. In your revised
disclosure you indicate that "gross margin" is a non-GAAP measure which
does not appear
accurate. Please revise your disclosure here and on page 25, or clarify
why you believe this is
true.
Nicholas Vita
FirstName LastNameNicholas Vita
Columbia Care Inc.
Comapany4,NameColumbia
February 2022 Care Inc.
February
Page 2 4, 2022 Page 2
FirstName LastName
Item 6. Executive Compensation, page 165
3. Please update to provide executive compensation disclosure for the
fiscal year ended
December 31, 2021. See Item 402(m) of Regulation S-K.
Columbia Care, Inc., Tgs And Green Leaf Acquisitions
Introduction To Unaudited Pro Forma Condensed Combined Statements Of
Operations, page F-
177
4. Please revise your introductory narrative provide disclosure
identifying the additional
periods included for both Green Leaf and TGS Global.
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 Jordan Nimitz at 202-551-6001 or Chris Edwards at 202-551-6761 with any
other
questions.
Sincerely,
Division of
Corporation Finance
Office of Life
Sciences
cc: James Guttman