May 31, 2019

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

       Re: SmileDirectClub, Inc.
           Draft Registration Statement on Form S-1
           Submitted May 3, 2019
           CIK No. 0001775625

Dear Mr. Katzman:

       We have reviewed your draft registration statement and have the
following comments. In
some of our comments, we may ask you to provide us with information so we may
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

Form S-1 Confidentially Submitted on May 3, 2019

Our Company, page 1

1.     Where you discuss your potion in the direct-to-consumer clear aligner
industry, balance
       your disclosure to clarify your position in the clear aligners market as
a whole.
2.     Where you mention 85% of people worldwide suffer from malocclusion,
clarify the
       percentage portion that represent your addressable market. Also, define
       here and "CRM" on page 9.
 David Katzman
FirstName LastNameDavid Katzman
SmileDirectClub, Inc.
Comapany NameSmileDirectClub, Inc.
May 31, 2019
May 31, 2019 Page 2
Page 2
FirstName LastName
3.       Clarify the types of products included in your traditional orthodontic
model. In this
         regard, does your model include both metal braces and clear aligners?
Also, balance your
         disclosure to discuss any material disadvantages of your product
compared to the
         traditional orthodontic model.
4.       Please provide a breakdown of your calculations for your U.S. and
worldwide opportunity
         to clarify how your addressable market calculations are representative
of the markets you
         currently serve. For example, do your calculations reflect estimates
of individuals you are
         currently able to treat for mild-to-moderate malocclusion or do your
calculations include
         estimates of individuals beyond mild-to-moderate malocclusion? Also,
         provide the Frost and Sullivan report marked to support the relevant
statements in your
SmilePay captive financing..., page 8

5.       Revise to include that your SmilePay financing option does not require
a credit check as
         well as the delinquency rate and the subsequent reduction in revenue
as disclosed on page
Implications of Being an Emerging Growth Company, page 10

6.       Please supplementally provide us with copies of all written
communications, as defined in
         Rule 405 under the Securities Act, that you, or anyone authorized to
do so on your behalf,
         present to potential investors in reliance on Section 5(d) of the
Securities Act, whether or
         not they retain copies of the communications.
Risk Factors, page 23

7.       We note your disclosure on page 119 that your chief executive officer
is a consultant and
         provides services to several entitites on behalf of Camelot. Please
provide an appropriate
         risk factor to disclose the number of hours per week that he devotes
to your operations.
         Also address the limitations on the time and attention that he is able
to devote to the
         company, any potential conflicts of interest faced by him as a result
of such activity, and
         any procedures for addressing potential conflicts of interest.
8.       Please provide risk factor disclosure that your dual class structure
could inhibit inclusion
         in certain stock market indices, and thus adversely affect share price
and liquidity.
We offer a financing option..., page 32

9.       We note your disclosed delinquency rate and resulting reduction in
revenue as of
         December 31, 2018. Please provide the delinquency rate and resulting
         reduction for each period presented, and discuss any delinquency rate
volatility or
         unpredictability in recent years, given that the financing option does
not require a credit
 David Katzman
FirstName LastNameDavid Katzman
SmileDirectClub, Inc.
Comapany NameSmileDirectClub, Inc.
May 31, 2019
May 31, 2019 Page 3
Page 3
FirstName LastName
We are subject to data privacy and security laws and regulations..., page 41

10.      Please revise the last paragraph of this risk factor to discuss
Canada's privacy rules.
After the completion of this offering, pursuant to the Voting Agreement...,
page 45

11.      Please disclose the percentage of outstanding shares that Class B
holders must keep to
         continue to control the outcome of matters submitted to stockholders.
Investors in this offering will experience immediate and substantial dilution,
page 53

12.      Please disclose that future issuances of Class B common stock may be
dilutive to Class A
Use of Proceeds, page 61

13.      Please quantify the amount of proceeds you intend to cause SDC
Financial to use for each
         purpose specified in the second indented paragraph.
Dilution, page 64

14.      Please expand to disclose how the amounts and percentages in the table
on page 65 would
         change assuming the exercise of all outstanding warrants and
subsequent exchange of
         LLC units for Class A common stock on a one-for-one basis.
Key Business Metrics
Average sale price, page 73

15.      You describe that average sale price is based on revenue from aligner
orders shipped.
         Please clarify if this represents revenue as reflected under U.S. GAAP
or describe how the
         amount was determined. In addition, provide us with a calculation
supporting your
         average sale price for the years ended December 31, 2018 and 2017.
Unique aligner order shipments, page 73

16.      We note from your discussion that unique aligner order shipments were
282,729 and
         102,432 for the years ended December 31, 2018 and 2017, respectively.
Additionally, we
         note from your timeline on page 73 that this also appears to be the
number of members for
         the same periods. Please revise the filing to clarify the relationship
between these two
17.      We note under U.S. GAAP that your contracts for aligners involve the
delivery and
         shipment of different types of aligners under one contract. To assist
         understanding, please revise to clarify, if true, that your unique
aligner order shipment
         metric represents a single contracted customer and not individual
aligners shipped.
 David Katzman
FirstName LastNameDavid Katzman
SmileDirectClub, Inc.
Comapany NameSmileDirectClub, Inc.
May 31, 2019
May 31, 2019 Page 4
Page 4
FirstName LastName
Management's Discussion and Analysis of Financial Condition and Results of
Results of Operations, page 76

18.      Please revise your discussion to provide greater detail and
quantification of the factors that
         caused the changes in your results of operations. For example, we

             Your analysis of marketing expenses is limited to a discussion of
costs relative to
             revenues but it is not clear why your marketing and selling
expenses increased by
             approximately $149 million.
             You cite several factors when discussing the increase in general
and administrative
             expenses but it is not clear why your general and administrative
expenses increased or
             how each of the factors impacted your general and administrative

         Refer to Item 303(a)(3) of Regulation S-K.
19.      Please clarify the extent to which the remaining portions of your
increases in
         revenues were due to increases in prices or the introduction of new
Revolving credit facility, page 80

20.      We note your disclosure regarding your plan to enter into a new
revolving credit facility to
         pay the amounts outstanding under the TCW credit facility. Briefly
discuss the costs of
         the make-whole provision in your TCW credit facility.
Critical Accounting Policies and Estimates
Equity-based Compensation, page 82

21.      We may have additional comments on your accounting for equity
transactions. Once you
         have determined an estimated offering price, please provide us an
analysis explaining the
         reasons for the differences between the price and the recent
valuations associated with
         your equity transactions, including the incentive units issued since
January 1, 2018.
SmileShops, page 97

22.      Please provide the material terms of your agreements with CVS and
Walgreens, including
         the parties  rights and obligations, any payment provisions, and any
Management, page 112

23.      Clarify the different financial capacities in which Mr. Wailes served
at Intermedix
         beginning in 2012.
 David Katzman
FirstName LastNameDavid Katzman
SmileDirectClub, Inc.
Comapany NameSmileDirectClub, Inc.
May 31, 2019
May 31, 2019 Page 5
Page 5
FirstName LastName
Elements of Compensation, page 119

24.      We note your disclosure that there is no discernable amount of
compensation paid to Mr.
         D. Katzman for the discrete services he provided to you; however, we
also note your
         disclosure in footnote (f) to your summary compensation table on page
122 that you paid
         management fees and expenses in 2017 and 2018 of $1.5 million and $3.3
million for your
         two named executive officers and "other Camelot consultants provided
for in the
         Management Agreement." Please clarify the amount of management fees,
if any, that you
         paid for Mr. D. Katzman's management services to you.
Security Ownership of Certain Beneficial Owners and Management, page 124

25.      Revise the last paragraph on page 124 to disclose the duration of the
voting agreement.
         Refer to Instruction 7 to Item 403 of Regulation S-K.
Other Related Party Transactions, page 129

26.      Please identify the two former employees who are parties to the
promissory notes on
         unitholder redemption disclosed on page 130.
Align Supply Agreement, page 130

27.      Please tell us whether Align provides most or all of your oral digital
imaging equipment.
Classified Board of Directors, page 135

28.      Clarify your disclosure here that your Class B shareholders, pursuant
to the voting
         agreement, will control the election of directors, and specify the
terms of your
         stockholders agreement relating to the designation of directors by the
Class B holders,
         including the number of directors the Class B holders may designate.
Exclusive Forum, page 137

29.      We note that your forum selection provision identifies the Court of
Chancery of the State
         of Delaware as the exclusive forum for certain litigation, including
any "derivative
         action." Please disclose whether this provision applies to actions
arising under the
         Securities Act or Exchange Act. In that regard, we note that Section
27 of the Exchange
         Act creates exclusive federal jurisdiction over all suits brought to
enforce any duty or
         liability created by the Exchange Act or the rules and regulations
thereunder, and Section
         22 of the Securities Act creates concurrent jurisdiction for federal
and state courts over all
         suits brought to enforce any duty or liability created by the
Securities Act or the rules and
         regulations thereunder. If the provision applies to Securities Act
claims, please also revise
         your prospectus to state that there is uncertainty as to whether a
court would enforce such
         provision and that investors cannot waive compliance with the federal
securities laws and
         the rules and regulations thereunder. If this provision does not apply
to actions arising
         under the Securities Act or Exchange Act, please also ensure that the
exclusive forum
 David Katzman
FirstName LastNameDavid Katzman
SmileDirectClub, Inc.
Comapany NameSmileDirectClub, Inc.
May 31, 2019
May 31, 2019 Page 6
Page 6
FirstName LastName
         provision in the governing documents states this clearly, or tell us
how you will ensure
         that investors will be informed in future filings that the provision
does not apply to any
         actions arising under the Securities Act or Exchange Act.
Report of Independent Registered Public Accounting Firm, page F-2

30.      Please amend your registration statement to include a signed audit
report as required by
         Rule 2-02 of Regulation S-X.
Note 1 - Summary of Significant Accounting Policies, page F-7

31.      Please revise the filing to provide all of the disclosures required by
ASC 310-10-50-1
         through 50-34 related to your accounts receivables and SmilePay
financing receivables.
         Revise to explain how you apply ASC 310-10-35-8 through 35-10 in
determining the
         amount and timing of the recognition of losses on receivables and
disclose the amount in
         accordance with ASC 310-10-50-4.
Basis of Presentation and Consolidation, page F-7

32.      We note that you are consolidating the accounts of affiliated
professional corporations in
         which you are the primary beneficiary. Please disclose the carrying
amounts and
         classification of the variable interest entities' assets and
liabilities. Refer to ASC 810-10-
Revenue Recognition, page F-8

33.      We note from your disclosure on page 82 that the transaction price for
customers enrolling
         in SmilePay includes variable consideration in the form of implicit
price concessions
         based on factors that include historical write-offs. Please address
the following:
           Tell us the factors you considered in determining that
collectability should be
             accounted for as an implicit price concession under ASC
606-10-32-7(a) and not be
             accounted for in accordance with ASC 310. Refer to ASC
           Describe to us how you accounted for the significant financing
component of your
             agreements under ASC 606-10-32-15 through 32-20.
           Disclose the methods, significant inputs and assumptions used to
estimate variable
             consideration. Refer to ASC 606-10-50-20.
34.      We note that your contracts for aligners involve the following
multiple performance
         obligations: initial aligners, modified aligners, and refinement
aligners. Please address the
           Clarify the time period over which customers are eligible for
modified and refinement
           Disclose the methods, significant inputs, and assumptions used for
allocating the
             transaction price to your performance obligations. Refer to ASC
 David Katzman
SmileDirectClub, Inc.
May 31, 2019
Page 7
Inventories, page F-13

35.    We note your disclosure that inventories are carried at the lower of
cost or market value.
       Please tell us how this is consistent with ASC 330-10-35-1B, which
indicates that
       inventories should be valued at the lower of cost or net realizable
value. Alternatively,
       revise your disclosures to state, if true, that inventories are stated
at the lower of cost
       or net realizable value.
Note 8 - Long-Term Debt, page F-20

36.    We note the discussion on pages 78 and F-21 of restrictions and
limitations on the
       payment of distributions by your subsidiary. Please tell us your
consideration of
       disclosing any restrictions on this subsidiary to transfer funds to you
as dividends, loans,
       or advances and any restricted net assets under Rule 4-08(e)(3) of
Regulation S-X.
Note 15 - Segment Reporting, page F-29

37.    We note your references throughout the filing to business locations in
Canada and Costa
       Rica. Please revise the filing to provide the geographical area
disclosures required by
       ASC 280-10-50-41.
Exhibits Index, page II-3

38.    Ensure you have filed all agreements required to be filed as exhibits to
your registration
       statement. In this regard, we note the TCW credit facility agreement
disclosed on page
       80, the CVS agreement disclosed on page 97, the key licensing agreement
disclosed on
       page 100, the unit purchase agreement disclosed on page 111, the
       agreements disclosed on page 118, the restricted unit grant agreement
disclosed on page
       120, the Align supply agreement and promissory note agreement disclosed
on page
       130, and the stockholder agreement disclosed on page 135.
        You may contact Eric Atallah at 202-551-3663 or Kevin Kuhar, Accounting
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
Assistant Director, at 202-551-3528 with any other questions.

FirstName LastNameDavid Katzman
                                                              Division of
Corporation Finance
Comapany NameSmileDirectClub, Inc.
                                                              Office of
Electronics and Machinery
May 31, 2019 Page 7
cc:       David J. Goldschmidt, Esq.
FirstName LastName