United States securities and exchange commission logo





                             April 16, 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
                                                            Amendment No. 1 to
                                                            Registration
Statement on Form S-1
                                                            Filed April 15,
2021
                                                            File No. 333-254800

       Dear Mr. Kurtin:

             We have reviewed your amended 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.
Unless we note
       otherwise, our references to prior comments are to comments in our April
8, 2021 letter.

       Amendment No. 1 to Registration Statement on Form S-1

       Corporate Conversion, page 5

   1.                                                   Given the new
disclosure about the Reverse Split, please provide pro forma EPS data
                                                        giving effect to the
Reverse Split as well as the other contemporaneous conversion
                                                        transactions that will
take place prior to effectiveness. See Article 11 of Regulation S-X.
                                                        This pro forma EPS data
should be presented in each section of the filing where historical
                                                        EPS is presented.
 Abner Kurtin
FirstName   LastNameAbner
Ascend Wellness   Holdings, Kurtin
                            LLC
Comapany
April       NameAscend Wellness Holdings, LLC
       16, 2021
April 216, 2021 Page 2
Page
FirstName LastName
Net Losses, page 36

2.       Please expand this risk factor to address the $27 million 2021 charge
disclosed on page
         68.
Other Matters, page 67

3.       Please expand this disclosure to quantify the loss expense you expect
to recognize in
         connection with the April 14, 2021 issuance of 10 million AWH common
units to settle
         litigation (page II-3). If material, this loss should also be
addressed in the corresponding
         risk factors on pages 36 and 41 concerning operating losses and
litigation. It is not clear
         whether this litigation was disclosed in your prior filing. Assuming
an IPO price of
         $10/share, it appears that the shares issued in this transaction could
be worth $100 million.
         Consequently, please provide a thorough disclosure in the filing that
clearly describes the
         litigation and how the transaction will be accounted for in your 2021
financial statements.
         Disclose also whether you expect the loss to be deductible for tax
purposes. Further,
         please discuss this transaction in the Subsequent Event footnote to
the financial
         statements.
       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.