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                              April 2, 2021

       Adam Berk
       Chief Executive Officer
       Stem Holdings, Inc.
       2201 NW Corporate Blvd., Suite 205
       Boca Raton, FL 33431

                                                        Re: Stem Holdings, Inc.
                                                            Amendment No. 5 to
Registration Statement on Form S-1
                                                            Amended March 10,
2021
                                                            File No. 333-251897

       Dear Mr. Berk:

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

       Amendment No. 5 to Registration Statement on Form S-1

       Selling Stockholders, page 51

   1.                                                   Your cover page
indicates that the 20 million warrants were part of a unit offering that has
                                                        terminated following
the sale of 20 million units. As such, it appears that you are
                                                        now registering the
warrants and the underlying common shares on behalf of selling
                                                        shareholders who
purchased those units. Accordingly, please revise the selling
                                                        stockholder table to
disclose the number of warrants and warrant shares owned by each
                                                        selling stockholder
prior to the offering and the number of warrants and warrant shares to
                                                        be offered by each
selling stockholder in the offering, or advise.
 Adam Berk
FirstName   LastNameAdam Berk
Stem Holdings,   Inc.
Comapany
April       NameStem Holdings, Inc.
       2, 2021
April 22, 2021 Page 2
Page
FirstName LastName
2.       With respect to the shares and warrants to be offered for resale by
each selling
         stockholder that is a legal entity, please disclose the natural person
or persons who have
         voting and investment control of the shares to be offered for resale
by that selling
         stockholder. Refer to Question 140.02 of the Regulation S-K Compliance
& Disclosure
         Interpretations.
Item 15. Recent Sales of Unregistered Securities, page II-1

3.       The information in this section is provided through September 30,
2020. Please update
         this section accordingly. Refer to Item 701 of Regulation S-K.
       Please contact Ada D. Sarmento at 202-551-3798 or Joe McCann at
202-551-6262 with
any questions.



                                                               Sincerely,

                                                               Division of
Corporation Finance
                                                               Office of Life
Sciences
cc:      Robert L. B. Diener, Esq.