UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 
SCHEDULE 14A

 
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934

Filed by the Registrant x

Filed by a Party other than the Registrant ¨

Check the appropriate box:

¨ Preliminary Proxy Statement 

¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) 

¨ Definitive Proxy Statement 

x  Definitive Additional Materials

¨ Soliciting Material under §240.14a-12 

ACREAGE HOLDINGS, INC.

Name of Registrant as Specified in Its Charter

N/A

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box)
¨	No Fee required.
x	Fee paid previously with preliminary materials.
¨	Fee computed on table in exhibit by Item 25(b) per Exchange Act Rules 14a6(i)(1) and 0-11.

ADDITIONAL MATERIALS TO THE

DEFINITIVE PROXY STATEMENT AND
MANAGEMENT INFORMATION CIRCULAR OF
ACREAGE HOLDINGS, INC.

The following information supplements and amends the definitive proxy statement and management information circular on Schedule 14A of Acreage Holdings, Inc. (the “Company”) filed with the United States Securities and Exchange Commission (the “SEC”) on February 14, 2023 (the “Circular”) in connection with the special meeting of holders of the Company’s Class D subordinate voting shares (the “Floating Shareholders”) to be held on March 15, 2023 to approve the Company’s proposed arrangement (the “Floating Share Arrangement”) involving Canopy Growth Corporation and Canopy USA, LLC, to be implemented under a statutory plan of arrangement pursuant to Section 288 of the Business Corporations Act (British Columbia).

The Circular contemplates attaching as Appendix “F” thereto the interim order of the Supreme Court of British Columbia dated January 18, 2023, as varied on February 13, 2023 (the “Interim Order”), in connection with the Floating Share Arrangement. The sole purpose of this supplement is to include a complete copy of the Interim Order, a portion of which was inadvertently omitted from the version of the Circular filed with the SEC. A complete copy of the Interim Order was included in the version of the Circular mailed to the Floating Shareholders, and a complete copy of the Interim Order is attached as Appendix “F” to this supplement.

This supplement, including Appendix “F”, should be read in conjunction with the Circular. Except as described above, this supplement does not amend, supplement or otherwise affect the Circular.

Appendix “F”