United States securities and exchange commission logo





                             June 25, 2020

       Paul W. Hodge, Jr.
       President and Chief Executive Officer
       Laird Superfood, Inc.
       275 W. Lundgren Mill Drive
       Sisters, Oregon 97759

                                                        Re: Laird Superfood,
Inc.
                                                            Draft Registration
Statement on Form S-1
                                                            Submitted May 29,
2020
                                                            CIK No. 1650696

       Dear Mr. Hodge:

              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
response.

             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
       comments.

       Draft Registration Statement on Form S-1 Submitted May 29, 2020

       General

   1.                                                   We note your disclosure
that you intend to focus on the U.S. Natural, Organic and
                                                        Functional Food and
Beverages sub-segment of the food and beverage market, a $152
                                                        billion market in 2018.
We note also that you state throughout your prospectus that your
                                                        business addresses the
$695 billion grocery business. Please revise to explain your choice
                                                        to address the overall
grocery business in your presentation instead of the Natural,
                                                        Organic and Functional
category.
 Paul W. Hodge, Jr.
FirstName LastNamePaul W. Hodge, Jr.
Laird Superfood, Inc.
Comapany NameLaird Superfood, Inc.
June 25, 2020
June 25, 2020 Page 2
Page 2
FirstName LastName
Resiliency of Recurring Revenues and Business Model During the COVID-19
Pandemic, page 7

2.       We note your disclosure that the months of March and April 2020
resulted in the two
         strongest revenue months in the history of Laird Superfood. Please
update your disclosure
         in this section to include May and June 2020, to the extent possible.
Please also revise to
         discuss how management is responding to evolving events, and how it is
planning for any
         COVID-19-related uncertainties going forward.
We have previously identified material weakness and significant deficiencies in
our internal
control over financial reporting..., page 19

3.       We note that you identified certain material weaknesses in your
internal control over
         financial reporting during the years ended December 31, 2016 and 2017.
Please describe
         the weaknesses in more detail and disclose if there were any
post-closing adjustments
         made to the company s books and records and your financial statements
as a result of the
         material weaknesses.
Stockholder Agreement and Warrant, page 110

4.       We note your disclosure on page 110 that on April 13, 2020, you issued
a warrant to
         Danone Manifesto Ventures, PBC that provides that if Danone Manifesto
Ventures,
         PBC exercises the Participation Right, created under the Stockholder
Agreement entered
         into on April 13, 2020, for $10,000,000 of the Company's shares,
Danone Manifesto
         Ventures, PBC will be entitled to purchase at the time of the closing
of this offering a
         stated number of shares at a stated price. We further note that in
April 2020 you issued
         and sold 383,142 shares of your Series B-1 convertible preferred stock
to Danone
         Manifesto Ventures, PBC for an aggregate purchase price of
$10,000,006. Please explain
         how this transaction is exempt from registration and does not violate
Section 5 of the
         Securities Act. Please provide a detailed analysis regarding why this
transaction should
         not be integrated into your current public offering.
Item 16. Exhibits, page II-4

5.       We note that you have entered into limited noncompetition or
nonsolicitation agreements
         with certain senior employees, and that you plan to enter into amended
employment
         agreements with each named executive officer. Please file as an
exhibit to the registration
         statement these and any other material contracts that should be
provided pursuant to Item
         601 of Regulation S-K.
 Paul W. Hodge, Jr.
FirstName LastNamePaul W. Hodge, Jr.
Laird Superfood, Inc.
Comapany NameLaird Superfood, Inc.
June 25, 2020
Page 3
June 25, 2020 Page 3
FirstName LastName
       You may contact Heather Clark, Staff Accountant, at (202) 551-3624 or
Melissa
Raminpour, Accounting Branch Chief, at (202) 551-3379 if you have questions
regarding
comments on the financial statements and related matters. Please contact Sergio
Chinos, Staff
Attorney, at (202) 551-7844 or Erin Purnell, Staff Attorney, at (202) 551-3454
with any other
questions.



                                                           Sincerely,

                                                           Division of
Corporation Finance
                                                           Office of
Manufacturing
cc:      David Crandall