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United States securities and exchange commission logo
July 1, 2022
George Archos
Chief Executive Officer
Verano Holdings Corp.
415 North Dearborn Street, 4th Floor
Chicago, IL 60654
Re: Verano Holdings
Corp.
Amendment No. 1 to
Registration Statement on Form 10-12G
Filed June 17, 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.
Amendment No. 1 to Form 10-12G filed on June 17, 2022
The Company, its directors, officers, investors or other
stakeholders..., page 42
1. We note your response
to prior comment 11 and revised disclosure. Please expand your
disclosure to include
(i) how the board of directors will calculate the redemption price if
you redeem a
shareholder's securities and (ii) whether a shareholder's securities could be
redeemed at a discount
to their market value.
Item 5: Directors and Executive Officers
Committees of the Board, page 76
2. Please revise your
disclosure to explain why you do not have an audit committee financial
expert. For guidance,
refer to Item 407(d)(5)(i)(C) of Regulation S-K.
George Archos
Verano Holdings Corp.
July 1, 2022
Page 2
Note 9. Acquisitions , page F-34
3. We note your response to comment 16. Please revise your disclosures here
and on pages
F-35 through F-43 and F-146 through F-153 related to the businesses
acquired, including
the AME merger, to provide how you determined the fair values of the
intangible assets
you acquired, similar to the one provided in your response, to separately
identify the
intangible assets acquired for each acquisition and to separately
identify the amount of
goodwill acquired for each acquisition for each reporting period
presented.
4. We note your response to comment 17. Please tell us how you considered
Rule 3-
05(b)(2)(iv) of Regulation S-X as it relates to the acquisitions that
have occurred or are
probable occurring during fiscal 2022.
Independent Auditors Report, page F-63
5. We note your response to comment 20. Please amend your filing here and on
page F-84 to
provide audit reports that comply with Illustration 1 of AICPA AU-C
Section 700.
Unaudited Pro Forma Condensed Combined Financial Statements , page F-165
6. Please revise your pro forma statement of operations to separately
break-out AME Group
Acquisition's historical statement of income operations from January 1,
2021 through
February 11, 2021, the date of acquisition, and the pro forma adjustments
made into two
separate columns. Please also reference any pro forma adjustments to
footnotes which
clearly explain the assumptions involved and the nature of the
adjustment.
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
July 1, 2022 Page 2
cc: Tom Hughes, Esq.
FirstName LastName