VIREO GROWTH INC.
209 SOUTH 9TH STREET
MINNEAPOLIS, MINNESOTA 55402
VIA EDGAR
July 23, 2025
Securities and Exchange Commission
Division of Corporation Finance
Office of Life Sciences
100 F Street, N.E.
Washington, D.C. 20549
Attn: Lauren Hamill
| Re: | Vireo Growth Inc. |
| Registration Statement on Form S-3 (File No. 333-288686) | |
| Request for Acceleration of Effective Date |
Ladies and Gentlemen:
Pursuant to Rule 461 under the Securities Act of 1933, as amended, Vireo Growth Inc. (the “Company”) hereby requests that the Securities and Exchange Commission (the “Commission”) accelerate the effective date of the above-referenced Registration Statement on Form S-3 (the “Registration Statement”) so that the Registration Statement will be declared effective as of 4:01 p.m. Eastern time, on July 24, 2025, or as soon as practicable thereafter. The Company hereby authorizes Alexander T. Yarbrough or Thomas M. Rose, both of whom are attorneys at the Company’s outside legal counsel, Troutman Pepper Locke LLP, to orally modify or withdraw this request for acceleration.
Once the Registration Statement has been declared effective, please orally confirm that event with Mr. Yarbrough at (704) 998-4077 or Mr. Rose at (757) 687-7715.
Thank you for your assistance in this matter.
| Very truly yours, | ||
| Vireo Growth Inc. | ||
| /s/ Tyson Macdonald | ||
| Name: | Tyson Macdonald | |
| Title: | Chief Financial Officer | |
| cc (via email): |
John Mazarakis, Chief Executive Officer, Vireo Growth Inc. Thomas M. Rose, Troutman Pepper Locke LLP Alexander T. Yarbrough, Troutman Pepper Locke LLP |