United States securities and exchange commission logo
March 2, 2022
Michael Forbes
Chief Executive Officer
Adastra Holdings Ltd.
5451 - 275 Street
Langley, British Columbia V4W 3X8
Canada
Re: Adastra Holdings
Ltd.
Amendment No. 2 to
Registration Statement on Form 20-F
Filed February 18,
2022
File No. 000-56365
Dear Mr. Forbes:
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.
Unless we note
otherwise, our references to prior comments are to comments in our
February 7, 2022 letter.
Amendment No. 2 to Form 20F Filed on February 18, 2022
Risk Factors
Doing business in the cannabis industry leaves our company subject to
possible regulatory risks.,
page 4
1. We note your response
to prior comment 1 and that you are in the process of assessing
the impact of any
government regulations in relation to psychedelics on [your] business."
Please expand your
discussion in the Information on the Company section to describe the
governmental
regulations applicable to psychedelics and their material effects, including,
but not limited to,
whether psychedelics are controlled substances in Canada; whether
your business plan
depends on the occurrence of regulatory changes in your target
Michael Forbes
Adastra Holdings Ltd.
March 2, 2022
Page 2
markets; and whether Health Canada has approved a psychedelic as a drug
for any
indication and whether it is illegal to possess without a prescription.
If you do not believe
this information is material to an understanding of your business, please
tell us why.
Refer to Item 4.B.8 of Form 20-F.
2. Given the current status of your license application and your ongoing
assessment of the
effects of government regulation on psychedelics, please expand your
disclosure to clarify
that there is no guarantee that you will obtain a dealers license to
possess and formulate
psychedelics, and that even if you do, there are uncertainties with
respect to how
government regulations will impact your ability to conduct your business
with respect to
psychedelics.
We rely on physicians and other healthcare professionals, page 9
3. We note your response to our prior comment 2. Please revise your
disclosure in the
Information on the Company section on page 15 to discuss in greater
detail the operations
of PerceiveMD. Your disclosure should include, but not limited to, a
description of the
nature of your operations and principal activities, stating the main
categories of products
sold and/or services performed and a description of the material effects
of government
regulations on PerceiveMD, identifying the regulatory body. Refer to Item
4.B of Form
20-F.
Adastra Holdings Ltd. - Report of Independent Registered Public Accounting Firm
, page F-3
4. In your next amendment, please have your auditor update the consent on
its audit opinions
for Adastra Holdings Ltd.
You may contact Christie Wong at (202) 551-3684 or Terence O'Brien at
(202) 551-
3355 if you have questions regarding comments on the financial statements and
related
matters. Please contact Jessica Ansart at (202) 551-4511 or Jeffrey Gabor at
(202) 551-
2544 with any other questions.
Sincerely,
FirstName LastNameMichael Forbes
Division of
Corporation Finance
Comapany NameAdastra Holdings Ltd.
Office of Life
Sciences
March 2, 2022 Page 2
cc: Cam McTavish
FirstName LastName