United States securities and exchange commission logo





                           March 16, 2022

       Michael Forbes
       Chief Executive Officer
       Adastra Holdings Ltd.
       5451 - 275 Street
       Langley, British Columbia V4W 3X8
       Canada

                                                        Re: Adastra Holdings
Ltd.
                                                            Amendment No. 3 to
Registration Statement on Form 20-F
                                                            Filed March 11,
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 March
2, 2022 letter.

       Amendment No. 3 to Registration Statement on Form 20-F filed March 11,
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 our prior comment 1 and reissue the comment in part. Please
                                                        revise your Regulatory
Framework subsection on page 15 in the Information on the
                                                        Company section to also
describe the governmental regulations applicable to psychedelics
                                                        and their material
effects as you have done in your risk factor disclosure here.
 Michael Forbes
Adastra Holdings Ltd.
March 16, 2022
Page 2
Information on the Company
History of the Company, page 14

2.    We note your response to our prior comment 3 and reissue the comment in
part. We note
      your statement on page F-10 that the acquisition of PerceiveMD "will
allow the Company
      to generate revenue from providing cannabis and psychedelic therapies
which is a new
      business area for the Company," whereas you do not address PerceiveMD's
involvement
      with psychedelics in your revised disclosure on page 14. Please expand
your disclosure on
      page 14 to include a description of the nature of PerceiveMD's operations
and principal
      activities, including with respect to psychedelics, stating the main
categories of products
      sold and/or services performed and a description of the material effects
of government
      regulations on PerceiveMD with respect to its activities involving
psychedelics,
      identifying the regulatory body. Refer to Item 4.B of Form 20-F.
        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 16, 2022 Page 2
cc:       Cam McTavish
FirstName LastName