United States securities and exchange commission logo

                            January 25, 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
                                                            Draft Registration
Statement on Form S-1
                                                            Submitted December
28, 2020
                                                            CIK No. 0001756390

       Dear Mr. Kurtin:

              We have reviewed your 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

             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

       Draft Registration Statement on Form S-1

       Cover Page

   1.                                                   We note your disclosure
here that you intend to list your Class A common stock on the
                                                        Canadian Securities
Exchange. We also note your disclosure on page 14 that you
                                                        anticipate having your
shares of Class A common stock trade on the OTC Markets in the
                                                        U.S and your disclosure
on page 20 that you anticipate trading on over-the-counter
                                                        markets in the United
States following the completion of this offering. If you intend to
                                                        have your shares of
Class A common stock quoted on the OTC Markets, please revise the
                                                        cover page to state
that and to specify on which OTC Market.
 Abner Kurtin
FirstName  LastNameAbner
Ascend Wellness  Holdings, Kurtin
January 25,NameAscend
            2021        Wellness Holdings, LLC
Page 2 25, 2021 Page 2
FirstName LastName
About This Prospectus, page 2

2.       We note your disclosure that certain of the industry data presented in
the S-1 was derived
         from reports commissioned and paid for by the underwriters and
prepared by Arcview
         Market Research. We also note that it appears that you have attributed
certain statements
         in the Business section to Arcview Market Research. Please revise your
filing to file a
         consent from Arcview Market Research or advise. Please see Securities
Act Rule 436 and
         Question 233.02 of the Securities Act Rules Compliance and Disclosure
Implications of Being an Emerging Growth Company, page 3

3.       Please supplementally 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.
Our voting control will be concentrated, page 11

4.       Please disclose the percentage of outstanding shares that Class B
shareholders must
         maintain to continue to control the outcome of matters submitted to
shareholders for
Risk Factors, page 11

5.       Please revise to comply with Regulation S-K Item 105 by relocating
risks that could
         generically apply to any registrant or offering to the end of the
section under the caption
            General Risk Factors.
Our certificate of incorporation and bylaws will provide that the Court of
Chancery of the State
of Delaware will be the sole and exclusive , page 16

6.       Please revise this risk factor to disclose that your exclusive forum
provision will not apply
         to actions arising under the Securities Act or the Exchange Act as
discussed on page 128.
         Please also ensure that the exclusive forum provision in your bylaws
states this clearly, or
         tell us how you will inform investors in future filings that the
provision does not apply to
         any actions arising under the Securities Act or Exchange Act. Please
also revise this risk
         factor to disclose that your exclusive forum provision could result in
increased costs for
         shareholders to bring a claim.
Use of Proceeds, page 48

7.       Please disclose whether you expect to use any proceeds to pay the $2
million MSA
         termination fee to the CEO's company as referenced on page F-29.
8.       We note that you intend to use proceeds for the expansion of your
cultivation and
         processing facilities, future acquisitions, working capital and
general corporate purposes.
         Please revise to disclose the approximate amount to be used for each
such purpose. Refer
 Abner Kurtin
FirstName  LastNameAbner
Ascend Wellness  Holdings, Kurtin
January 25,NameAscend
            2021        Wellness Holdings, LLC
Page 3 25, 2021 Page 3
FirstName LastName
         to Item 504 of Regulation S-K.
Compensation Expense, page 59

9.       Please expand your disclosures to quantify the amounts of compensation
expense you
         classify as cost of goods sold (page F-9) and as G&A so that readers
can fully understand
         the magnitude of your total compensation expense. Also, please explain
how you
         distinguish this "compensation expense" line item from the G&A line
item. If the
         compensation expense line item solely relates to the unallocated
portions of your senior
         management compensation then that fact should be disclosed.
Established Ascend Brand with Focus on Flagship Retail, page 72

10.      Please substantiate your statement that the Ascend retail brand in
Illinois is one of the
         most recognized brands in the market, serving an average of 2,628
customers on a daily
         basis while achieving productivity of approximately $5,496 per square
foot, rivaling the
         sale productivity of luxury retailers like Apple, Tiffany and
Illinois, page 74

11.      Please briefly explain what a BLS Region is.
Security Ownership of Certain Beneficial Owners and Management, page 119

12.      Please revise your disclosure to identify the natural person or
persons who have voting
         and investment control of the shares held by One Tower Spire, LLC.
Description of Capital Stock, page 125

13.      We note that you refer shareholders to, in part, the applicable
provisions of the Delaware
         law. It is not appropriate to qualify your disclosure by reference to
information that is not
         included in the filing or filed as an exhibit. Please revise
Note 6 Notes Receivable, page F-17

14.      Please expand your disclosures to clearly indicate whether these
receivables all relate to
         deposits you paid in connection with agreements to acquire specific
businesses. If so,
         please identify the business to which each receivable relates and
disclose whether there
         are any conditions that would impair your ability to collect the full
amounts outstanding if
         the corresponding acquisition is not consummated. Further, please
clearly correlate each
         receivable with any corresponding acquisition transactions reported in
Note 18. Also,
         please reconcile the existance of your purchase agreements with the
disclosure in the Use
         of Proceeds section on page 48 that "we do not have agreements or
commitments for any
         material acquisitions or investments as of the date of this
 Abner Kurtin
Ascend Wellness Holdings, LLC
January 25, 2021
Page 4
Note 8 Variable Interest Entities, page F-18

15.      Please clarify why the VIE summarized financial information is
characterized as
         unaudited given the disclosure requirements of ASC 810-10-50-3. Also,
please provide
         the disclosures required by ASC 810-50-3.c-d. and ASC 810-50-2AA.
Note 10 Leases, page F-20

16.      Please provide us with a comprehensive analysis that supports your
determination to use
         the 9% weighted average discount rate to measure your lease
liabilities. Clearly
         demonstrate how your assumptions comply with the corresponding
accounting guidance.
         In this regard, we note the 14%-20% borrowing rates referenced in Note
Note 11 Debt, page F-23

17.      For each convertible instrument, including the real estate preferred
units, please clearly
         disclose the specific conversion terms pursuant to the original
agreements and explain the
         accounting impact of any subsequent changes in said terms.
Note 12 Members Equity, page F-24

18.      Please disclose in MD&A whether any beneficial conversion feature,
including that which
         is attached to your real estate preferred units, can reasonably be
expected to precipitate a
         charge that will adversely impact your operating results upon the
conversion referenced
         on page 5. Similarly, please address whether a material charge to
stock compensation
         expense will be recognized upon consummation of the IPO due to
accelerated vesting
         provisions or other conditions.
Note 13 Equity-Based Compensation Expense, page F-25

19.      Please clearly disclose whether each equity incentive unit is
convertible into one common
         unit. Also, please expand your disclosure in MD&A to clearly explain
how you
         determined the compensation expense that will be recognized relating
to the 19.9
         million restricted common units issued in November 2020 (page F-32).
Note 18 Subsequent Events, page F-30

20.      For each 2020 and 2021 completed and probable acquisition, please give
us your
         significance calculations as outlined in Article 3-05 of Regulation
21.    We understand that in December 2020, the member of Ascend Michigan
assigned its
       interests to Ascend Wellness Holdings, LLC for no consideration. Please
disclose in
FirstName LastNameAbner Kurtin
       MD&A the circumstances of this transaction and whether this is an
indication that the
Comapany    NameAscend
       Ascend             Wellness
                 Michigan assets     Holdings,
                                 reflected     LLCF-18 may be impaired. In this
regard, we also
                                           on page
         25, the
                   Page 4 breach of contract loss contingency disclosed on page
FirstName LastName
 Abner Kurtin
FirstName  LastNameAbner
Ascend Wellness  Holdings, Kurtin
January 25,NameAscend
            2021        Wellness Holdings, LLC
Page 5 25, 2021 Page 5
FirstName LastName
       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


                                                        Division of Corporation
                                                        Office of Life Sciences
cc:      James B. Guttman, Esq.