ERIC M. HELLIGE

Partner

DIRECT TEL: 212-326-0846

FAX: 212-326-0806

ehellige@pryorcashman.com

October 4, 2018

Via Edgar

Mr. Danilo Castelli

Ms. Jennifer López-Molina

Ms. Mara L. Ransom

Securities and Exchange Commission

Division of Corporate Finance

100 F Street, N.E.

Washington, D.C. 20549

Draft Registration Statement on Form S-1

Submitted August 14, 2018

CIK No. 0001743745                                                         

Ladies and Gentlemen:

On behalf of our client, Greenlane Holdings, Inc., a Delaware corporation (the “Company”), and pursuant to the applicable provisions of the Securities Act of 1933, as amended (the “Securities Act”), and the rules promulgated thereunder, please find enclosed for confidential submission with the Securities and Exchange Commission (the “Commission”) a complete copy of Amendment No. 1 (“Amendment No. 1”) to the above-referenced draft Registration Statement on Form S-1 (as amended, the “Registration Statement”), which was initially submitted to the Commission on a confidential basis pursuant to the Division of Corporate Finance procedures for draft registration statement processing announced on June 29, 2017.

Amendment No. 1 reflects the responses of the Company to comments received from the Staff of the Commission (the “Staff”) in a letter dated September 12, 2018 (the “Comment Letter”). In addition to addressing the comments received from the Staff, the Company has also revised Amendment No. 1 to update other disclosures in the Registration Statement.

The discussion below is presented in the order of the numbered comments in the Comment Letter. Certain capitalized terms set forth in this letter are used as defined in the Registration Statement. For your convenience, references in the responses to page numbers are to the marked version of Amendment No. 1 and to the prospectus included therein.

The Company has asked us to convey the following responses to the Staff:

General

Response: The Company confirms that it will provide the Staff supplementally with copies of all written communications that it, or anyone authorized to do so on its behalf, presented to potential investors in reliance on Section 5(d) of the Securities Act.

Prospectus Summary, page 1

Response: The Registration Statement has been revised in response to the Staff’s comment. Please see pages 1, 3, 9, 84, 100, 102 and 109 of Amendment No. 1.

The Company advises the Staff that the change to “two of the most highly-trafficked North American direct-to-consumer e-commerce websites in the vaporization products and consumption accessories industry” is supported by statements citing Alexa Traffic Rankings included elsewhere in the registration statement, including on pages 1 to 2, 10, 84, 100, 110 and 117 of Amendment No. 1.

The Company also advises the Staff that the Company’s revised statement that its executive team has over 100 years of cumulative experience across various industries are supported by the following:

Overview, page 9

Response: In response to the Staff’s comment, the Company has revised the disclosure on pages 10, 111 and 113 of Amendment No. 1 to provide greater detail regarding the formal agreements related to these short term plans. Additionally, the Company advises that it has not yet introduced any products or generated any revenue from either of these relationships. As a result, the Company respectfully advises the Staff that the Company does not believe the substantive terms of these agreements are material or are required disclosure in the Registration Statement.

JOBS Act, page 12

Response: The Registration Statement has been revised in response to the Staff’s comment. Please see page 14 of Amendment No. 1.

Risk Factors

Our payment system and the payment systems of our customers depend on the third-party providers and are subject to evolving laws are regulations, page 22

Response: The Company acknowledges the Staff’s comment and confirms that it does not believe the security incident in the past was a material cybersecurity attack or breach.

Use of Proceeds

Use of Funds, page 60

Response: The Registration Statement has been revised in response to the Staff’s comment. Please see page 64 of Amendment No. 1.

Unaudited Pro Forma Consolidated Financial Information, page 68

Response: The Company acknowledges the Staff’s comment and advises the Staff that the adjustment is based on management’s intentions to grant stock options to three independent directors to be added to the Company’s board of directors prior to or concurrently with the consummation of the Transactions and the closing of the offering. The value of such stock options is discussed under the heading “Director Compensation—Director Compensation” on page 134 of Amendment No. 1, and additional disclosure regarding such stock options will be added to the Registration Statement at the time the Registration Statement is amended to identify and provide disclosure relating to the three new independent directors. The Company also advises the Staff that the adjustment is factually supportable and directly attributable to the offering transaction because the compensation payable to the new independent directors will be set forth in letter agreements to be entered into by the Company and such directors prior to the consummation of the offering, and the appointments of such independent directors to the board of directors will be subject to the consummation of the offering.

Response: The Registration Statement has been revised to present both basic and diluted income per share in footnote (g) on pages 78 to 79 and 82 to 83 of Amendment No. 1. The Company has also included a footnote explanation to the diluted net income per share calculation to explain how potentially dilutive securities are included in diluted net income per share, as well as the basis for including exchangeable Common Units of Greenlane Holdings, LLC in diluted net income per share. The basic net income per share denominator calculation was revised to exclude shares of Class A common stock sold in this offering.

Management’s Discussion and Analysis of Financial Condition and Results of Operations, page 78

Response: The Registration Statement has been revised in response to the Staff’s comment. Please see pages 2, 84 and 100 of Amendment No. 1.

Non-GAAP Financial Measure, page 89

Response: The Registration Statement has been revised in response to the Staff’s comment to present adjusted EBITDA as a performance measure. In addition, disclosure has been added to reconcile adjusted EBITDA to net income. The disclosure has also been revised to begin the reconciliation with a GAAP measure (Net Income) and to reconcile to a non-GAAP measure (Adjusted EBITDA). Please see pages 86 and 93 to 94 of Amendment No. 1.

Business

Our Suppliers, page 97

Response: The Registration Statement has been revised in response to the Staff’s comment. Please see pages 2 and 101 of Amendment No. 1.

Product Categories and Select Brands, page 108

Response: The Registration Statement has been revised in response to the Staff’s comment. Please see page 112 of Amendment No. 1.

Executive Compensation

Compensation Discussion and Analysis
Overview, page 121

Response: The Registration Statement has been revised in response to the Staff’s comment to provide disclosure of the equity compensation in the form of profits interests. Please see the revised summary compensation table and footnote 2 thereto on page 131 of Amendment No. 1.

Summary Compensation Table, page 126

Response: The Registration Statement has been revised in response to the Staff’s comment. Please see page 131 of Amendment No. 1.

Response: The Registration Statement has been revised in response to the Staff’s comment. Please see footnote 1 to the summary compensation table on page 131 of Amendment No. 1.

Employee Agreements and Termination and Change of Control Benefit, page 127

Response: The Registration Statement has been revised in response to the Staff’s comment. Please see page 132 of Amendment No. 1. The Company also advises the Staff that it will file the named executive officers’ employment agreements as exhibits to the Registration Statement and has revised the Registration Statement in response to the Staff’s comment. Please see page II-2 and the Exhibit Index of Amendment No. 1.

Consolidated Financial Statements, page F-1

Response: The Company acknowledges the Staff’s comment and has updated its financial statements included in the Registration Statement to comply with Rule 8-08 of Regulation S-X.

Note 2. Summary of Significant Accounting Policies
Segment Reporting, page F-26

Response: The Registration Statement has been revised in response to the Staff’s comment. Please see pages F-8 and F-29 of Amendment No. 1.

Response: The Registration Statement has been revised in response to the Staff’s comment. Please see pages F-8 and F-29 of Amendment No. 1.

Note 3. Revenue Recognition, page F-32

Response: The Company advises the Staff that it historically did not make sales with a stated right of return. However, in practice, returns were accepted in certain circumstances, as determined on a case by case basis. As noted in the footnotes to the financial statements, prior to the adoption of ASC 606, the Company did not record an estimated liability for sales returns, based on its assessment of materiality of such an accrual. Upon review of the historical level of sales returns, the Company calculated an estimated liability for sales returns of approximately $400,000, and an estimated value of the associated recovered inventory of approximately $300,000. In practice, under legacy US GAAP, reserves or allowances for returns were presented net by some entities. Under ASC 606, the refund liability is presented gross as a refund liability and an asset for recovery. Upon adoption of ASC 606, the Company reflected the correction of the immaterial error under ASC 605 as an adjustment to conform with the gross basis presentation required by ASC 606. The Company respectfully advises the Staff that it believes the effect of this adjustment is immaterial to the financial statements.

Response: The Company acknowledges the Staff’s comment and confirms its understanding that the most significant change in adopting ASC 606 was a change in the timing of sales recognition from the date of delivery to the date of shipment. The Company estimated total sales associated with shipments that occurred in December 2016 but were delivered in January 2017 of approximately $502,681, and related cost of sales of approximately $343,867. Furthermore, the Company estimated total sales associated with shipments that occurred in December 2015 but were delivered in January 2016 of approximately $430,553, and related cost of sales of approximately $277,851. The Company did not record an adjustment for the net effects of the timing difference in recording revenue described above in the fiscal year 2016 financial statements, but noted that the net effect to total sales recorded in fiscal year 2016 as approximately $72,128, and the net effect to cost of sales as approximately $66,016, with an impact to net income of approximately $6,112. Therefore, based on its materiality assessment, the Company did not record these adjustments to the 2016 financial statements. The Company respectfully advises the Staff that it did not believe that the effect of such transactions was material to warrant a cumulative effect adjustment upon adoption of ASC 606.

Response: The Company acknowledges the Staff’s comment and notes that the pro forma presentation of the consolidated statement of operations for the year ended December 31, 2017 without adoption of Topic 606 includes only sales and related cost of sales with delivery dates in calendar 2017. Estimated total sales and costs of sales of shipments initiated in 2016 but delivered in 2017 were approximately $502,681 and $343,867, respectively. Estimated total sales and costs of sales of shipments initiated in 2017 but delivered in 2018 were approximately $1,425,267 and $922,004, respectively. The net effect of the total sales and cost of sales of shipments described above are reflected in our pro forma adjustment of total sales and costs of sales of approximately $922,586 and $578,137 in 2016 and 2017, respectively.

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If the Staff has any questions with respect to the foregoing, please contact me at (212) 326-0846.

Greenlane Holdings, Inc.

Larry W. Nishnick, Esq.

DLA Piper LLP US