July 5, 2018

Adam Levin
Chief Executive Officer
Hightimes Holding Corp.
10990 Wilshire Blvd., Penthouse
Los Angeles, CA 90024

       Re: Hightimes Holding Corp.
           Offering Statement on Form 1-A
           Post Qualification Amendment No. 1 filed June 12, 2018
           Post Qualification Amendment No. 2 filed June 15, 2018
           Post Qualification Amendment No. 3 filed June 26, 2018
           File No. 024-10794

Dear Mr. Levin:

       We have reviewed your amendment 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 offering 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 offering statement and the
information you
provide in response to these comments, we may have additional comments.

Form 1-A POS filed June 26, 2018

General

1.    Your last qualified offering statement indicates that the offering could
terminate on April
      15, 2018, subject to your right to extend the offer for 90 days. In your
response letter,
      please tell us when your offer commenced, whether you took any steps to
extend the offer
      or terminate the offer, how any extension or termination was communicated
to offerees,
      and whether you made any offers or sales during that period.
Additionally, provide us
      your analysis how the offering complied with Rule 251(d)(3)(i)(F),
requiring the offer to
      commence within two calendar days following the qualification date.
 Adam Levin
FirstName Holding Corp. Levin
Hightimes LastNameAdam
Comapany NameHightimes Holding Corp.
July 5, 2018
July 5, 2018 Page 2
Page 2
FirstName LastName
2.       Please tell us what steps you took to comply with Exchange Act Rules
10b-9 and 15c2-4
         in light of the extension of the initial offering period. If no
investor funds have been
         accepted and escrowed, please confirm that in your response.
3.       Refer to your website https://hightimesinvestor.com/ (last accessed
July 5, 2018). Please
         ensure that "View Reg. A+ Offering Circular" links to the URL of the
most recent
         offering circular. Additionally, to the extent the communications on
your website are
         made in reliance on Rule 255, include on the website the statements
required by Rule
         255(b).
4.       Refer to the investor presentation filed as an exhibit to the Form 1-U
filed June 28, 2018.
         Please tell us how you communicated to offerees the statements
required by Securities Act
         Rule 255(b). Additionally, to the extent you continue to use these
materials prior to
         qualification of this post-qualification amendment, revise and refile
the materials to
         include the required statements.
5.       The safe harbor in the Private Securities Litigation Reform Act of
1995 does not apply to
         statements made issuers not subject to Exchange Act reporting. See
Section 27A(a)(1) of
         the Securities Act. Please revise your offering statement, test the
waters materials, press
         releases and other materials accordingly.
Cover Page

6.       Please disclose here and in the Plan of Distribution that investor
funds will be promptly
         returned if you do not raise the minimum offering amount within the
specified time.
7.       Refer to the fourth paragraph of the press release "High Times
Launches Initial Public
         Offering; Gives Fans the Opportunity to Invest Before Company's
Planned Nasdaq
         Listing" disseminated June 19, 2018 via Globe Newswire. Please
reconcile your
         statement that shares in the offering are set at "a 10% discount from
the anticipated
         Nasdaq opening price" with your disclosure here that the offering
price was determined by
         reference to the valuation under the Origo merger agreement.
        We will consider qualifying your offering statement at your request. If
a participant in
your offering is required to clear its compensation arrangements with FINRA,
please have
FINRA advise us that it has no objections to the compensation arrangements
prior to
qualification.

        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.
 Adam Levin
Hightimes Holding Corp.
July 5, 2018
Page 3

        Please contact Julia Griffith at 202-551-3267 or Nolan McWilliams at
202-551-3217
with any questions you may have.

FirstName LastNameAdam Levin
Comapany NameHightimes Holding Corp.
                                                         Division of
Corporation Finance
July 5, 2018 Page 3                                      Office of
Transportation and Leisure
FirstName LastName