August 15, 2019

David Katzman
Chief Executive Officer
SmileDirectClub, Inc.
414 Union Street
Nashville, Tennessee 37219

       Re: SmileDirectClub, Inc.
           Amendment to Draft Registration Statement on Form S-1
           Submitted August 8, 2019
           CIK No. 0001775625

Dear Mr. Katzman:

      We have reviewed your amended draft registration statement and have the
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 providing the requested information and
either submitting
an amended draft registration statement or publicly filing your registration
statement on
EDGAR. 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 the information you provide in response to these comments
and your
amended draft registration statement or filed registration statement, we may
have additional

Draft Form S-1 submitted August 8, 2019

Our Company, page 1

1.     We note your response to prior comment 1. However, it remains unclear
whether your
       90% figure addresses only mild-to-moderate malocclusion or extends to
       malocclusion. In addition, it remains unclear whether your addressable
market figures
       incorporate your 90% addressable market figure and how income
demographics was
       determined. Revise to clarify. Also, please address in your response the
portion of prior
       comment 1 relating to how you determined the size of the
direct-to-consumer clear
       aligners market and your current market share of 95%. Furthermore, it
does not appear
       revisions were made to pages 76, 91, and 92 as your response indicates.
Please advise.
2.     Please expand your response to prior comment 3 to clarify how the Smile
Guarantee is
 David Katzman
SmileDirectClub, Inc.
August 15, 2019
Page 2
      utilized in the case of severe malocclusion where further improvement is
not possible
      within the treatment parameters. Would the member receive a refund? Also,
      your response that you have treated a significant number of members with
      malocclusion with your disclosure that you are investing in aligner
products to treat
      malocclusion beyond mild-to-moderate. In this regard, it remains unclear
whether your
      currently have products with regulatory approval to treat severe
Results of Operations, page 82

3.    Please revise your interim period results of operations discussion to
also describe the
      material changes that resulted in the loss on extinguishment of debt
expenses. Refer Item
      303(b)(2) of Regulation S-K.
General and Administrative Expenses, page 83

4.    Provide additional details about how you were able to more effectively
leverage fixed
      costs. As part of your discussion, please address the apparent
elimination of legal fees, in
      light of the fact that you incurred $10.2 million in legal fees for the
year ended December
      31, 2018.
       You may contact Kevin Kuhar, Accounting Branch Chief at 202-551-3662 if
you have
questions regarding comments on the financial statements and related matters.
Please contact
Heather Percival at 202-551-3498 or Amanda Ravitz at 202-551-3528 with any
other questions.

FirstName LastNameDavid Katzman
                                                            Division of
Corporation Finance
Comapany NameSmileDirectClub, Inc.
                                                            Office of
Electronics and Machinery
August 15, 2019 Page 2
cc:       David J. Goldschmidt, Esq.
FirstName LastName