United States securities and exchange commission logo





                               May 18, 2022

       Nicholas Vita
       Chief Executive Officer
       Columbia Care Inc.
       680 Fifth Ave., 24th Floor
       New York, New York 10019

                                                        Re: Columbia Care Inc.
                                                            Preliminary Proxy
Statement on Schedule 14A
                                                            Filed May 2, 2022
                                                            File No. 000-56294

       Dear Mr. Vita:

              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 to these comments, we may have additional comments.

       Preliminary Proxy Statement on Schedule 14A filed May 2, 2022

       Background to the Arrangement, page 22

   1.                                                   We note that Columbia
Care's representatives and Cresco Labs   s representatives engaged
                                                        in a series of
negotiations. Please describe in greater detail the nature and substance of the
                                                        deliberations conducted
at the meetings, including the specific matters discussed and the
                                                        conclusions reached.
Your disclosures should explain how the material terms changed
                                                        during the course of
the negotiations. For example, please provide the following:
                                                            Describe each
meeting between the parties and identify the individuals present at
                                                             each meeting and
the issues discussed and conclusions reached at those meetings.
                                                            Describe how the
parties came to an expectation that Cresco was prepared to offer
                                                             0.5579 of a Cresco
Share for each Columbia Care Share.
                                                            Describe the
substance of the conversations regarding the draft Arrangement
                                                             Agreement.
                                                            Identify the
members of the Columbia Care Special Committee.
 Nicholas Vita
Columbia Care Inc.
May 18, 2022
Page 2
General

2.       We note that your CEO Mr. Nicholas Vita will continue to serve in a
senior management
         capacity following the merger   s closing after receiving substantial
cash and equity
         compensation as part of employment agreement and that two other
individuals nominated
         by Columbia Care will be appointed to the Cresco Board. Please provide
an analysis of
         whether Rule 13e-3 applies to the transaction and whether, as a result
of such
         arrangements, Cresco Labs is an affiliate of yours engaged in a going
private transaction.
         Please refer to Exchange Act Rule 13e-3(a) and Compliance & Disclosure
Interpretations
         201.05 for guidance available at
http://www.sec.gov/divisions/corpfin/guidance/13e-3-
         interps.htm.
        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 Jordan Nimitz at 202-551-5831 or Christopher Edwards at
202-551-
6761 with any questions.



FirstName LastNameNicholas Vita                               Sincerely,
Comapany NameColumbia Care Inc.
                                                              Division of
Corporation Finance
May 18, 2022 Page 2                                           Office of Life
Sciences
FirstName LastName