SEC – ‘UPLOAD’ from 7/23/18 re: Hightimes Holding Corp. – ‘TEXT-EXTRACT’

On:  Monday, 7/23/18, at 10:10am ET   ·   Delayed-Release:  Filing ¶  –  Release Delayed to:  5/17/19   ·   Accession #:  0-18-22428

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Delayed-Release Comment or Other Letter from the SEC
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: LETTER      Comment or Other Letter from the SEC                 PDF     29K 
 2: TEXT-EXTRACT  Comment or Other Letter from the SEC (PDF Text)      2±    11K 

‘TEXT-EXTRACT’   —   Comment or Other Letter from the SEC (PDF Text)

                                                   July 20, 2018

Adam Levin                                                                      
Chief Executive Officer                                                         
Hightimes Holding Corp.                                                         
10990 Wilshire Blvd., Penthouse                                                 
Los Angeles, CA 90024                                                           

Re: Hightimes Holding Corp.                                       
Offering Statement on Form 1-A                            
Post-qualification Amendment No. 4                        
Correspondence submitted July 19, 2018                    
File No. 024-10794                                        

Dear Mr. Levin:                                                                 

      We have reviewed your amendment 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 offering 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 offering statement and the      
information you                                                                 
provide in response to these comments, we may have additional comments.         

Correspondence Dated July 19, 2018                                              

General                                                                         

1.    We note your response to prior comment 1. If you are seeking to rely on   
Rule 260(a),                                                                    
please provide us with your analysis illustrating how you have      
established each of the                                                         
  component paragraphs (1)-(3), including whether the sales made without
compliance with                                                                 
   Rule 251(d)(2)(i)(A) are "insignificant to the offering as a whole" for
purposes of that                                                                
  rule. Given your statement that "the March 12, 2018 qualified offering
circular, had it                                                                
 been used to sell shares in the offering, was, in the Company's view,
materially deficient                                                            
as of June 12, 2018," please refer to the discussion the context of 
pre-qualification sales                                                         
  in section II.F of Securities Act Release No. 33-9741 (Apr. 20, 2015).
Adam Levin                                                                    
Hightimes Holding Corp.                                                         
July 20, 2018                                                                   
Page 2                                                                          

       We will consider qualifying your offering statement at your request. If
a participant in                                                                
your offering is required to clear its compensation arrangements with FINRA,    
please have                                                                     
FINRA advise us that it has no objections to the compensation arrangements      
prior to                                                                        
qualification.                                                                  

     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.                                                            

     Please contact Julie Griffith at 202-551-3267 or J. Nolan McWilliams at
202-551-3217                                                                    
with any other questions.                                                       

FirstName LastNameAdam Levin                                                    
                                                     Division of
Corporation Finance                                                             
Comapany NameHightimes Holding Corp.                                            
                                                   Office of
Transportation and Leisure                                                      
July 20, 2018 Page 2                                                            
cc:       Steven Weiss                                                          
FirstName LastName                                                              

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘UPLOAD’ Filing		Date		Other Filings
Release Delayed to:		5/17/19		CORRESP,  UPLOAD
Filed on:		7/23/18		CORRESP,  UPLOAD
		7/20/18		CORRESP,  UPLOAD
		7/19/18		CORRESP,  UPLOAD
		6/12/18		1-A POS,  UPLOAD
		3/12/18		1-U,  QUALIF,  UPLOAD
		4/20/15		UPLOAD
				List all Filings

1 Previous Filing that this Filing References

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 7/09/18  Hightimes Holding Corp.           1-A POS     7/06/18    5:13M                                    EdgarAgents LLC/FA