July 18, 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. 4
           Filed July 9, 2018
           File No. 024-10794

Dear Mr. Levin:

       We have reviewed your amendment and have the following additional
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. Unless
otherwise
noted, references to our prior comments are to comments in our letter dated
July 5, 2018.

Post-qualification Amendment No. 4

General

1.    We note your response to our prior comment 2. Please provide us with your
analysis as to
      whether the post-qualification amendments filed on June 12, 15 and 26
(PQAs) were
      required to be filed Rule 252(f)(2)(ii) and whether, as of the date of
each sale, the offering
      statement qualified as of March 12, 2018 was materially deficient. If one
or more of the
      PQAs were required to be filed under Rule 252(f)(2)(ii) or if, as of the
date of any sale,
      the offering statement qualified as of March 12, 2018 was materially
deficient, please
      explain how the acceptance of these subscriptions is consistent with the
limitations on
      sales in Rule 251(d)(2)(i)(A). To the extent you are relying on an
exemption from
 Adam Levin
Hightimes Holding Corp.
July 18, 2018
Page 2
      registration for this sale, provide us your analysis. Refer to Rule
251(c) and, for guidance,
      Securities Act Sections Compliance and Disclosure Interpretation 139.28.
2.    We note your response to comment 2. Please tell us what consideration you
have given to
      promptly returning the $300,000 that you received in respect of
subscriptions during the
      period prior to the qualification of your post-qualification amendment.
        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.

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


FirstName LastNameAdam Levin
                                                            Division of
Corporation Finance
Comapany NameHightimes Holding Corp.
                                                            Office of
Transportation and Leisure
July 18, 2018 Page 2
cc:       Steven Weiss
FirstName LastName