ERIC M. HELLIGE

Partner

DIRECT TEL: 212-326-0846

FAX: 212-326-0806

ehellige@pryorcashman.com

Via Edgar

Ms. Lilyanna Peyser

Ms. Jennifer López-Molina

Ms. Mara L. Ransom

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

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, we hereby submit in electronic form the accompanying Amendment No. 1 (“Amendment No. 1”) to the Registration Statement on Form S-1 of the Company (the “Registration Statement”), marked to indicate changes from the Registration Statement on Form S-1 as filed with the Securities and Exchange Commission (the “Commission”) on March 20, 2019.

Amendment No. 1 reflects the responses of the Company to comments received from the Staff of the Commission (the “Staff”) in a letter dated April 5, 2019 (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.

Securities and Exchange Commission

April 8, 2019

Page 2

Response Letter dated April 5, 2019

Recent Developments

Operating Results, page 10

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

Please also confirm your understanding that if, prior to the effective date of your registration statement, more precise numbers become available as you conduct your financial closing procedures for the quarter ended March 31, 2019, they will be included in your registration statement.

Response: In response to the Staff’s comment in the first bullet above, the Registration Statement has been revised to add disclosure regarding the material quantitative and qualitative factors that the Company believes contributed to the increase in its estimated net sales for the three months ended March 31, 2019 relative to its net sales for the three months ended March 31, 2018. At this time, the Company is not aware of any unusual or nonrecurring items that impacted such estimated net sales. Please see page 11 of Amendment No. 1.

In response to the Staff’s comment in the second bullet above, the Registration Statement has been revised to remove the sentence that stated that the Company may, or the Company’s independent registered public accounting firm may request the Company to, make adjustments to its estimated preliminary net sales results for the three months ended March 31, 2019 that could be material. Please see page 11 of Amendment No. 1.

Securities and Exchange Commission

April 8, 2019

Page 3

The Company confirms its understanding that if, prior to the effective date of the Registration Statement, more precise net sales results for the three months ended March 31, 2019 become available as the Company conducts its financial closing procedures for such period, the Company will include such results in the Registration Statement.

Corporate Structure, Page 14

Response: In response to the Staff’s comment, the organizational charts in the Registration Statement have been revised to update the percentage economic interest in the Company that will be held by the investors in this offering following this offering and to add disclosure regarding the percentage voting interest and the percentage economic interest in the Company that will be held by the investors in the Convertible Notes following this offering. As a result of such revision and added disclosure, investors will be able to determine from the chart the various stockholder groups that collectively own 100% of the voting interests and economic interests in the Company following this offering. Please see pages 14 and 66 of Amendment No. 1.

In response to the Staff’s comment, the Registration Statement has been revised to correct the percentage of the economic interest in the Company to be owned by the investors in this offering following this offering. Please see page 65 of Amendment No. 1.

Dilution, page 71

Securities and Exchange Commission

April 8, 2019

Page 4

Response: In response to the Staff’s comment in the first bullet above, the Company advises the Staff that, while it correctly calculated the pro forma book value per share of its Class A common stock as of December 31, 2018 ($(0.34)) by dividing its pro forma net tangible book value at such date ($(12.6) million) by 36,666,667 shares of Class A common stock (which does not include the shares of Class A common stock to be sold by the Company in this offering) as the denominator, it incorrectly stated in the third paragraph on page 71 of the Registration Statement that 41,333,333 shares was used as the denominator. The Company has revised the Registration Statement to reflect the denominator in such calculation as 36,666,667 shares of Class A common stock. Please see page 71 of Amendment No. 1.

In response to the Staff’s comment in the second bullet above, as stated in the first paragraph on page 71 of the Registration Statement, because the members of Greenlane Holdings, LLC will not hold any direct economic interest in the Company immediately following this offering until they convert or exchange their Common Units for shares of Class A common stock, to present to investors the potential dilutive impact of purchasing shares of the Company’s Class A common stock in this offering, the Company believes it is more meaningful to assume the redemption or exchange of all Common Units for Class A common stock when presenting the dilution in pro forma net tangible book value per share before and after this offering. By making such assumption, the Company is illustrating to investors the maximum potential dilutive impact of purchasing shares of the Company’s Class A common stock in this offering, rather than the minimum dilutive impact, which would have been the result if such assumption was not made. As a result, as disclosed in connection with all per share calculations on pages 71 and 72 of the Registration Statement, the Company gave effect to the Assumed Redemption in making such calculations.

In response to the Staff’s comment in the third bullet above, in calculating the Company’s net tangible book value per share after this offering, the Company used 41,333,333 shares as the denominator, which is the sum of (i) the outstanding shares at December 31, 2018 giving effect to the Transactions and the Assumed Redemption (32,645,834 shares), (ii) the shares of Class A common stock issued upon the automatic settlement of the Convertible Notes (4,020,833 shares), and (iii) the shares of Class A common stock issued by the Company in this offering (4,666,666 shares).

Response: In determining the numbers of shares to include in this table for the existing stockholders and the investors, the Company believes that it is important for the investor to understand the total consideration per share that was paid by the Company’s existing stockholders prior to this offering relative to the purchase price per share to be paid by investors in this offering ($15.00 per share, assuming the midpoint of the price range set forth on the cover page of the prospectus). The Company’s stockholders prior to this offering include all of the existing members of Greenlane Holdings, LLC and the investors in the Convertible Notes. After giving effect to the Assumed Redemption, as discussed above, and to the issuance of shares of Class A common stock upon the automatic shares settlement of the Convertible Notes, such stockholders owned an aggregate of 36,666,667 shares of Class A common stock prior to this offering, as reflected in the table.

Securities and Exchange Commission

April 8, 2019

Page 5

The Company notes that the inclusion of the shares of Class A common stock to be sold to investors in this offering by the selling stockholders in the number of shares to be purchased by the investors will not change the average price per share to be paid by the investors. As a result, the Company believes it would be improper to reduce the total number of shares purchased by the existing stockholders and the total consideration paid by the existing stockholders prior to this offering in the table to give effect to the sale by the selling stockholders of shares of Class A common stock to the investors in this offering. Instead, the Company has added additional disclosure following the table to make clear that the table does not include the shares to be sold by the selling stockholders to the investors in this offering and to illustrate the increase in the percentage ownership of share purchased and percentage of consideration paid by the investors if such shares had been included in the table and the corresponding reduction in such percentages by the existing stockholders.

The Company believes the total number of shares of Class A common stock to be outstanding after this offering (41,333,333 shares), which reflects the Assumed Redemption, is appropriate for the table for the reasons expressed above and in the first paragraph on page 71 of the Registration Statement.

In response to the comment of the Staff as to how the Company determined the total consideration contributed by the existing stockholders, please be advised that the aggregate consideration contributed by each group of existing stockholders was as follows:

* The fair market value consideration for the former owners of Pollen Gear represents the full, undiscounted value of the equity interests in Pollen Gear LLC that were contributed to Greenlane Holdings, LLC, and which was used to determine the capital account of the former owners of Pollen Gear LLC in accordance with applicable income tax regulations.  The $6,662,000 preliminary estimate of the fair market value of the redeemable Class B membership interests issued by Greenlane Holdings, LLC to the former Pollen Gear LLC owners that is reported in the Pro Forma Consolidated Balance Sheet of the Company takes into account lack of control and marketability discounts as required by generally accepted accounting principles.

The Company determined the value of the total consideration contributed by existing stockholders who are members of Greenlane Holdings, LLC by calculating the sum of the fair market value of the assets contributed to Greenlane Holdings, LLC when each such person became a member of Greenlane Holdings, LLC. The fair market value of the assets that were contributed was determined at the time of such contribution through an arm’s length negotiation between such members and Greenlane Holdings, LLC. In the case of members of Greenlane Holdings, LLC who became members through the grant of compensatory profits interests, such profits interests included at grant both a service condition (explicitly required service period) and a performance condition (i.e., change in control) (“compensatory interests”), and granted to such holders the right to participate in certain net profits and net proceeds in excess of a threshold amount (as defined) from a capital event that was also a change in control of the Company, allocated and distributed to the profits interest from and after the grant date, and does not entitle the grantee to any other profits of the Company. As a result, such membership interests were determined to have no current value at the time of grant.

The fair market value of the consideration contributed by the investors in the Convertible Notes was the amount paid in cash by such investors to acquire the Convertible Notes.

Unaudited Pro Forma Consolidated Financial Information, page 74

Unaudited Pro Forma Condensed Consolidated Balance Sheet, page 76

Response: In response to the Staff’s comment regarding the remaining balance in Members’ equity after giving effect to the Transactions and this offering and the negative amount shown in retained earnings for the amount of non-controlling interest, the Company has revised the Registration Statement to reflect corrected adjustments and ending balances in the unaudited pro forma condensed consolidated balance sheet as of December 31, 2018 and related footnotes. Please see page 76 of Amendment No. 1.

Securities and Exchange Commission

April 8, 2019

Page 6

As requested by the Staff, the following schedules show how the Company calculated the amounts in the final pro forma Greenlane Holdings, Inc. column for Common Units, accumulated other comprehensive loss and additional paid-in capital:

Securities and Exchange Commission

April 8, 2019

Page 7

For the Staff’s convenience, we have included a reconciliation of the Company’s common stock par value as further support for the adjustments noted in the schedules above: 

* * * 

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