United States securities and exchange commission logo September 13, 2022 George Archos Chief Executive Officer Verano Holdings Corp. 415 North Dearborn Street, 4th Floor Chicago, IL 60654 Re: Verano Holdings Corp. Amendment No. 3 to Registration Statement on Form 10-12G Filed September 8, 2022 File No. 000-56342 Dear Mr. Archos: We have completed our review of your filing. 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. Sincerely, Division of Corporation Finance Office of Life Sciences cc: Tom Hughes, Esq.