United States securities and exchange commission logo
March 15, 2023
Alex D Amico
Chief Financial Officer
Trulieve Cannabis Corp.
6749 Ben Bostic Road
Quincy, FL 32351
Re: Trulieve Cannabis
Corp.
Form 10-K/A for the
Fiscal Year Ended December 31, 2021
Filed March 8, 2023
File No. 000-56248
Dear Alex D Amico:
We have reviewed your February 22, 2023 response to our comment
letter 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 to these comments, we may have
additional
comments. Unless we note otherwise, our references to prior comments are
to comments in our
Decenber 23, 2022 letter.
Form 10-K/A for the Fiscal Year Ended December 31, 2021
Exhibits
1. We note that the 906
Certification in Exhibit 32.1 is incorrectly dated March 30, 2022.
Please file a full
amendment that includes all items of the form as well as currently dated
Exhibit 31 and 32
certifications.
Alex D Amico
Trulieve Cannabis Corp.
March 15, 2023
Page 2
You may contact Lynn Dicker at (202) 551-3616 or Eric Atallah, Senior
Accountant, at
(202) 551-3663 if you have questions regarding comments on the financial
statements and
related matters.
FirstName LastNameAlex D Amico Sincerely,
Comapany NameTrulieve Cannabis Corp.
Division of
Corporation Finance
March 15, 2023 Page 2 Office of Life
Sciences
FirstName LastName