United States securities and exchange commission logo





                              May 23, 2022

       George Archos
       Chief Executive Officer
       Verano Holdings Corp.
       415 North Dearborn Street, 4th Floor
       Chicago, IL 60654

                                                        Re: Verano Holdings
Corp.
                                                            Registration
Statement on Form 10-12G
                                                            Filed April 26,
2022
                                                            File No. 000-56342

       Dear Mr. Archos:

              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.

       Form 10-12G filed April 26, 2022

       Item 1: Business
       Overview, page 1

   1.                                                   We note your statements
here and throughout that you are a "leading" vertically-integrated
                                                        multi-state cannabis
operator in the United States. Please revise your disclosure to provide
                                                        the basis for this
claim.
   2.                                                   Please revise your
disclosure in this subsection to briefly discuss whether adult-use
                                                        (recreational) sales
have been material to your business. In your revisions, please describe
                                                        the extent to which
your revenues are attributable to adult-use as compared to medical-
                                                        use.
 George Archos
FirstName  LastNameGeorge Archos
Verano Holdings Corp.
Comapany
May        NameVerano Holdings Corp.
     23, 2022
May 23,
Page 2 2022 Page 2
FirstName LastName
History of the Company, page 2

3.       Please revise this section to reflect your disclosure on page 32
indicating that because you
         will be a holding company with no operations of your own, you will be
dependent on your
         subsidiaries for cash. Please also disclose any restrictions or other
factors that could
         inhibit your subsidiaries' ability to pay dividends or make other
distributions to your
         company.
4.       Please revise to include a brief discussion of the differences between
the Proportionate
         Voting Shares and Subordinate Voting Shares in this section.
Our Strategy, page 7

5.       We note your statement that the Company aims for a "first-mover
advantage" in entering
         new markets. Please revise your disclosure to clarify what is meant by
this term. If you
         intend to convey a belief that your products or businesses utilize a
novel approach, you
         may discuss how your approach differs from those used by competitors
or that you are not
         aware of competitors using a similar approach.
6.       We note your statement that you have a network encompassing a market
of nearly 150
         million adult Americans in 15 states. Please revise your disclosure to
state the basis for
         this claim regarding your network. In light of your disclosure on page
23 indicating that
         you have operations in 13 states, please also tell us why it is
appropriate for you to include
         states where you do not have active operations in this figure.
State and Local Licenses and Permits, page 17

7.       Please revise your disclosure in this section to clearly state whether
all required state and
         local licenses and permits are held by the company and active. To the
extent they are not,
         please describe.
Envronmental, page 24

8.       We note your statements regarding your identification of emerging
agricultural practices
         that promote environmental sustainability. Please revise your
disclosure to state whether
         you have created or adopted a comprehensive cultivation plan of the
type described in this
         section. To the extent you have created or adopted such a plan, please
describe (i) your
         progress to date pursuant to the plan and (ii) how you monitor and
maintain compliance
         with the plan.
Implications of Being an Emerging Growth Company, page 26

9.       It is unclear from your disclosures here and throughout filing if you
are delaying the
         adoption of certain accounting standards until those standards would
otherwise apply to
         private companies. Please revise your disclosure to provide disclosure
about your intent to
         rely on the extended transition period.
 George Archos
FirstName  LastNameGeorge Archos
Verano Holdings Corp.
Comapany
May        NameVerano Holdings Corp.
     23, 2022
May 23,
Page 3 2022 Page 3
FirstName LastName
Item 1A. Risk Factors
The Company relies on third-party suppliers..., page 35

10.      We note your disclosure regarding the company's dependence on
third-party suppliers,
         manufacturers and contractors. Please disclose the location of such
third parties and
         whether such locations pose any specific, material risks to
operations, which may in turn
         impact their ability to provide services to the company.
Our shareholders are subject to extensive governmental regulation and, if a
shareholder is found
unsuitable..., page 42

11.      Please revise this risk factor to disclose how the redemption price
will be calculated if you
         are required to redeem a shareholder's securities.
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Selected Results of Operations, page 53

12.      Please revise your discussion of revenues throughout this section to
discuss, and where
         possible quantify, the changes in your revenues resulting from changes
in prices, changes
         in volume or a combination of both items. Please refer to Item 303 and
the related
         instructions in Regulation S-K as well as SEC Interpretive Release No.
33-8350.
Item 2. Financial Information
Liquidity, Financing Activities and Capital Resources, page 61

13.      Please revise this section to discuss the material terms of your
indebtedness. In your
         revisions, please disclose the aggregate principal amount outstanding,
applicable interest
         rate(s), interest payments made in recent periods, assets securing
your indebtedness,
         associated covenants and maturity date(s).
Liquidity, Financing Activities, and Capital Resources, page 61

14.      For each entity and for each period presented, please explain material
financial statement
         variances that impacted liquidity i.e. receivables, inventories, and
debt and equity
         issuances. See Section 501.03 of the Financial Reporting Codification.
Item 10. Recent Sales of Unregistered Securities, page 86

15.      We note your statement that you have provided information regarding
unregistered sales
         of securities by the Company from its inception "through December 31,
2021." Please
         note that information must be provided for the prior three years from
the date of the
         registration statement. For guidance, please refer to Item 701 of
Regulation S-K
         (incorporated into Form 10).
Note 9. Acquisitions , page F-34

16.      Please revise your disclosures here and on pages F-35 through F-41
related to the
 George Archos
FirstName  LastNameGeorge Archos
Verano Holdings Corp.
Comapany
May        NameVerano Holdings Corp.
     23, 2022
May 23,
Page 4 2022 Page 4
FirstName LastName
         businesses acquired, including the AME merger, to provide the
following information:
             Provide how you valued the specific assets and liabilities
acquired;
             Describe how you valued the stock issued as part of the
consideration, as applicable,
             for each acquisition;
             More fully explain to us how you determined the fair values of the
intangible assets
             you acquired and separately identify the amount of goodwill
acquired; and
             Please tell us your consideration of the disclosure guidance in
ASC 805-10-50-2(h).
             If disclosure of any of the information is impracticable, you
should disclose that fact
             and explain why the disclosures are impracticable.
         Refer to the guidance in ASC 805-10-50 and 10-55.

17.      Please provide to us your significance calculations under Rule 3-05 of
Regulation S-X for
         each entity acquired that is described on pages F-35 through F-41. To
the extent that
         separate financial statements are required to be included under Rule
3-05 of Regulation S-
         X, please revise to include pro forma financial statements under
Article 11 of Regulation
         S-X. Please note that this comment also applies to the acquisitions
described on pages 4
         and 5 that have occurred or are probable occurring after December 31,
2021.
18.      We note that the AME Merger meets the significance calculations under
Rule 3-05 of
         Regulation S-X and that you provided these financial statements
starting on page F-58.
         As such, please also revise your filing to provide a pro forma
statement of operations for
         the year ended December 31, 2021. Please refer to Article 11 of
Regulation S-X.
Note 10. Variable Interest Entities , page F-55

19.      Please expand your disclosures to provide the information required by
FASB ASC 810-
         10-50-3 and 5A, with regard to material interests held in consolidated
VIEs, as necessary
         to satisfy the objectives set forth in FASB ASC 810-10-50-2AA. For
example, the
         disclosures should include the following information to the extent
applicable:
             the methodology applied in determining that the company is the
primary beneficiary,
              including judgments and assumptions made, and the types of
involvements
              considered to be significant;
             the type and amounts of any support provided during the periods
presented and the
              reasons;
             qualitative and quantitative information about the company's
involvement with the
              VIEs, including the nature, purpose, size, activities of, and the
manner of financing,
              the VIEs; and
             the nature of restrictions on VIE assets.
Independent Auditor's Report, page F-60

20.      We note multiple deficiencies in the audit reports provided by Hill,
Barth & King LLC
         included here and on pages F-83 through F-84. These deficiencies
include, but are not
         limited to, that the reports are not dated and do comply with
Illustration 1 of AICPA AU-
         C Section 700. Please amend the filing to provide compliant audit
reports in all respects
 George Archos
Verano Holdings Corp.
May 23, 2022
Page 5
      in your next amendment.
Independent Auditor's Report, page F-110

21.   We note that the first sentence within the first paragraph is incomplete.
Please amend your
      filing to include an audit report that complies with Illustration 1 of
AICPA AU-C Section
      700.
Exhibits

22.   In the header to Exhibit 10.2 you state    Certain confidential portions
of this exhibit have
      been omitted and replaced with    [***]   . Such identified information
has been excluded
      from this exhibit because it (i) is not material and (ii) would likely
cause competitive harm
      to the company if disclosed.    However, no asterisks appear in the
exhibit. Please
      reconcile.
General

23.   Pursuant to Section 12(g)(1) of the Exchange Act, the Form 10 becomes
effective
      automatically 60 days after the initial filing date. At that time, you
will be subject to the
      reporting requirements of the Exchange Act. In addition, we will continue
to review your
      filing until all of our comments have been addressed. If the review
process has not been
      completed before the effectiveness date you should consider withdrawing
the Form 10
      registration statement to prevent it from becoming effective and, as
applicable, file a new
      Form 10 registration at such time as you are able to respond to any
remaining issues or
      comments.
        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 Tara Harkins at 202-551-3639 or Daniel Gordon at
202-551-3486 if
you have questions regarding comments on the financial statements and related
matters. Please
contact Doris Stacey Gama at 202-551-3188 or Alan Campbell at 202-551-4224 with
any other
questions.



                                                             Sincerely,
FirstName LastNameGeorge Archos
                                                             Division of
Corporation Finance
Comapany NameVerano Holdings Corp.
                                                             Office of Life
Sciences
May 23, 2022 Page 5
cc:       Tom Hughes, Esq.
FirstName LastName