United States securities and exchange commission logo
January 7, 2022
Wessel Booysen
Chief Financial Officer
Charlotte's Web Holdings, Inc.
1801 California Street
Suite 4800
Denver, CO 80202
Re: Charlotte's Web
Holdings, Inc.
Amendment No. 1 to
Registration Statement on Form 10-12G
Filed December 22,
2021
File No. 000-56364
Dear Mr. Booysen:
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 Registration Statement on Form 10-12G, Filed December
22, 2021
Business
Public Benefit Corporation Status, page 1
1. We note your response
to our prior comment number 2. Please revise the disclosure on
page 1 to expressly
discuss how there may be uncertainty as to how a court will view
directors balancing
of potentially competing interests as a public benefit company, as you
do in your response
letter.
Business of the Company, page 14
2. We note your response
to our prior comment number 10. Please revise page 26 to state the
metrics used for
calculating these market share positions, such as data from retail
checkout systems
employing UPC-coded scanners.
Wessel Booysen
Charlotte's Web Holdings, Inc.
January 7, 2022
Page 2
Description of the Registrant's Securities to be Registered, page 147
3. We note your response to our prior comment number 21. Please revise to
expressly
disclose whether your forum selection provision is intended to apply to
actions arising
under the Securities Act and the Exchange Act.
Charlotte s Web Holdings, Inc. Consolidated Financial Statements as of and
for the years ended
December 31, 2020 and 2019
2. Summary of Significant Accounting Policies and Use of Estimates
Cultivation Liabilities, page F-12
4. Please address the following regarding your response to prior comment
22:
Explain to us why no cultivation liability was incurred for the 2020
hemp harvest.
Revise to explain the nature of and reason for the settlement
reductions recorded in
2020.
Explain why there is no interest expense for 2019.
Tell us whether you entered into a third party farming agreement for
the 2021 hemp
harvest and whether you intend to enter such agreements for future
hemp harvests.
We note, for example, the announcement in November 2021 (page 13) of
the
completion of the harvest of your first ever international crop in
Canada.
Finally, as previously requested, please provide a rollforward of
the liability for the
interim periods presented.
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 Jenn Do at 202-551-3743 or Lynn Dicker at 202-551-3616
if you have
questions regarding comments on the financial statements and related matters.
Please contact
Margaret Schwartz at 202-551-7153 or Celeste Murphy at 202-551-3257 with any
other
questions.
Sincerely,
FirstName LastNameWessel Booysen
Division of
Corporation Finance
Comapany NameCharlotte's Web Holdings, Inc.
Office of Life
Sciences
January 7, 2022 Page 2
cc: Thomas Rose, Esq.
FirstName LastName