TEXT-EXTRACT 2 filename2.txt United States securities and exchange commission logo June 2, 2022 Nicholas Vita Chief Executive Officer Columbia Care Inc. 680 Fifth Ave., 24th Floor New York, New York 10019 Re: Columbia Care Inc. Preliminary Revised Proxy Statement on Schedule 14A Filed May 24, 2022 File No. 000-56294 Dear Mr. Vita: We have reviewed your filing and have the following comment. In our comment, we may ask you to provide us with information so we may better understand your disclosure. Please respond to this comment 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 comment applies to your facts and circumstances, please tell us why in your response. After reviewing your response to this comment, we may have additional comments. Preliminary Revised Proxy Statement on Schedule 14A filed May 24, 2022 General 1. We note your response to prior comment 2. Please elaborate on your analysis as to how the transaction fits within the exception set out in Rule 13e-3(g)(2), in particular with respect to satisfaction of the condition set out in Rule 13e-3(g)(2)(i). Specifically, please address in greater detail why the Cresco SV Shares (classified as subordinate voting shares) should be considered to possess substantially the same voting rights as both the Columbia Care Shares and the Columbia Care PV Shares. In addition, please provide us with a numerical estimate of the anticipated aggregate value of the cash-out of fractional shares 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. Nicholas Vita Columbia Care Inc. June 2, 2022 Page 2 You may contact Jordan Nimitz at 202-551-5831 or Christopher Edwards at 202-551- 6761 if you have questions. FirstName LastNameNicholas Vita Sincerely, Comapany NameColumbia Care Inc. Division of Corporation Finance June 2, 2022 Page 2 Office of Life Sciences FirstName LastName