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As Of Filer Filing For·On·As Docs:Size Issuer Agent 1/29/19 Acreage Holdings, Inc. 40FR12G 75:23M CNW Group Ltd/FA |
Document/Exhibit Description Pages Size
1: 40FR12G Form 40-F 12G HTML 84K
2: EX-99.1 Consolidated Financial Statements for the Fiscal HTML 147K
Years Ended August 31, 2018 and 2017
11: EX-99.10 Unaudited Interim Consolidated Financial HTML 98K
Statements for the Three Month Period
Ended November 30, 2017
12: EX-99.11 Management Discussion and Analysis of Financial HTML 77K
Conditions and Results of Operations for
the Three Month Periods Ended November
30, 2017 and 2016
13: EX-99.12 Certification of Unaudited Interim Filings Venture HTML 22K
Issuer Basic Certificate by CEO Dated
January 29, 2018
14: EX-99.13 Certification of Unaudited Interim Filings Venture HTML 22K
Issuer Basic Certificate by Acting CFO
Dated January 29, 2018
15: EX-99.14 Unaudited Interim Consolidated Financial HTML 98K
Statements for the Six Month Period
Ended February 28, 2018
16: EX-99.15 Management Discussion and Analysis of Financial HTML 79K
Conditions and Results of Operations for
the Six Month Periods Ended February 28,
2018 and 2017
17: EX-99.16 Certification of Unaudited Interim Filings Venture HTML 22K
Issuer Basic Certificate by CEO Dated
April 24, 2018
18: EX-99.17 Certification of Unaudited Interim Filings Venture HTML 22K
Issuer Basic Certificate by Acting CFO
Dated April 24, 2018
19: EX-99.18 News Release Dated May 28, 2018 HTML 26K
20: EX-99.19 Unaudited Interim Consolidated Financial HTML 98K
Statements for the Nine Month Period
Ended May 31, 2018
3: EX-99.2 Management Discussion and Analysis of Financial HTML 73K
Conditions and Results of Operations for
the Fiscal Years Ended August 31, 2018
and 2017
21: EX-99.20 Management Discussion and Analysis of Financial HTML 79K
Conditions and Results of Operations for
the Nine Month Periods Ended May 31,
2018 and 2017
22: EX-99.21 Certification of Unaudited Interim Filings Venture HTML 22K
Issuer Basic Certificate by CEO Dated
July 24, 2018
23: EX-99.22 Certification of Unaudited Interim Filings Venture HTML 22K
Issuer Basic Certificate by Acting CFO
Dated July 24, 2018
24: EX-99.23 Notice of Meeting and Record Date Dated July 31, HTML 33K
2018
25: EX-99.24 Notice of Meeting and Record Date Dated September HTML 32K
19, 2018
26: EX-99.25 News Release Dated September 21, 2018 HTML 54K
27: EX-99.26 Material Change Report Dated October 1, 2018 HTML 40K
28: EX-99.27 Lock-Up Agreement Dated September 21, 2018 HTML 70K
29: EX-99.28 Business Combination Agreement Dated September 21, HTML 1.04M
2018
30: EX-99.29 Certification of Proxy-Related Materials Dated HTML 27K
September 21, 2018
4: EX-99.3 Certification of Annual Filings Venture Issuer HTML 32K
Basic Certificate by CEO Dated October
22, 2018
31: EX-99.30 Notice of Annual General and Special Meeting of HTML 43K
Shareholders Dated October 5, 2018
32: EX-99.31 Management Information Circular Dated October 5, HTML 746K
2018
33: EX-99.32 Amendment to Management Information Circular HTML 57K
34: EX-99.33 Form of Proxy for Annual and Special Meeting HTML 23K
35: EX-99.34 News Release Dated October 16, 2018 HTML 37K
36: EX-99.35 Certification of Dissemination of Proxy-Related HTML 29K
Materials to Shareholders Dated October
16, 2018
37: EX-99.36 Certificate of Continuation Dated November 9, 2018 HTML 22K
38: EX-99.37 Notice of Articles Dated November 9, 2018 HTML 23K
39: EX-99.38 News Release Dated November 13, 2018 HTML 47K
40: EX-99.39 News Release Dated November 14, 2018 HTML 48K
5: EX-99.4 Certification of Annual Filings Venture Issuer HTML 32K
Basic Certificate by Acting CFO Dated
October 22, 2018
41: EX-99.40 Filing Statement Dated November 14, 2018 HTML 2.86M
42: EX-99.41 Coattail Agreement Dated November 14, 2018 HTML 161K
43: EX-99.42 Third Amended and Restated Limited Liability HTML 357K
Company Agreement Dated November 14,
2018
44: EX-99.43 Tax Receivable Agreement Dated November 14, 2018 HTML 270K
45: EX-99.44 Support Agreement Dated November 14, 2018 HTML 97K
46: EX-99.45 Support Agreement Dated November 14, 2018 HTML 108K
47: EX-99.46 Notice of Change in Corporate Structure Dated HTML 36K
November 14, 2018
48: EX-99.47 Material Change Report Dated November 20, 2018 HTML 2.87M
49: EX-99.48 News Release Dated November 26, 2018 HTML 39K
50: EX-99.49 Condensed Unaudited Interim Consolidated Financial HTML 447K
Statements of Rto Acquirer for the Three
and Nine Month Periods Ended September
30, 2018 and 2017
6: EX-99.5 News Release Dated October 27, 2017 HTML 25K
51: EX-99.50 Management Discussion and Analysis of Financial HTML 156K
Conditions and Results of Operations of
High Street Capital Partners, LLC D/B/A
Acreage Holdings for the Three and Nine
Month Periods Ended September 30, 2018
and 2017
52: EX-99.51 News Release Dated November 29, 2018 HTML 57K
53: EX-99.52 News Release Dated December 6, 2018 HTML 52K
54: EX-99.53 Agreement and Plan of Merger Dated December 5, HTML 745K
2018
55: EX-99.54 Material Change Report Dated December 16, 2018 HTML 60K
56: EX-99.55 News Release Dated December 20, 2018 HTML 36K
57: EX-99.56 Letter From Odyssey Trust Company to Canadian HTML 27K
Securities Exchange Dated November 12,
2018
58: EX-99.57 Cds Confirmation HTML 22K
59: EX-99.58 Form 1A Application Letter Dated November 14, 2018 HTML 30K
60: EX-99.59 Form 2B Listing Summary Dated November 14, 2018 HTML 37K
7: EX-99.6 Consolidated Financial Statements for the Fiscal HTML 177K
Years Ended August 31, 2017 and 2016
61: EX-99.60 Form 4 Listing Agreement Dated November 14, 2018 HTML 39K
62: EX-99.61 Form 6 Certificate of Compliance Dated November HTML 27K
14, 2018
63: EX-99.62 Form 11 Notice of Proposed Stock Option Grant or HTML 40K
Amendment Dated November 23, 2018
64: EX-99.63 Form 9 Notice of Issuance of Securities Dated HTML 62K
November 23, 2018
65: EX-99.64 Form 6 Certificate of Compliance Dated November HTML 26K
27, 2018
66: EX-99.65 Form 9 Notice of Proposed Issuance of Listed HTML 58K
Securities Dated December 6, 2018
67: EX-99.66 Form 7 Monthly Progress Report Dated December 6, HTML 50K
2018
68: EX-99.67 Form 6 Certificate of Compliance Dated December 6, HTML 26K
2018
69: EX-99.68 Form 9 Notice of Issuance of Securities Dated HTML 55K
December 19, 2018
70: EX-99.69 Form 6 Certificate of Compliance Dated January 17, HTML 27K
2019
8: EX-99.7 Management Discussion and Analysis of Financial HTML 85K
Conditions and Results of Operations for
the Fiscal Years Ended August 31, 2017
and 2016
71: EX-99.70 Form 9 Notice of Issuance of Securities Dated HTML 74K
January 17, 2019
72: EX-99.71 Consent of Rsm Canada LLP HTML 26K
73: EX-99.72 Consent of Macias Gini & O'Connell LLP HTML 25K
74: EX-99.73 Consent of Sheehan & Company, C.P.A, P.C. HTML 27K
75: EX-99.74 Consent of Davidson & Company LLP HTML 29K
9: EX-99.8 Certification of Annual Filings Venture Issuer HTML 22K
Basic Certificate by CEO Dated December
4, 2017
10: EX-99.9 Certification of Annual Filings Venture Issuer HTML 22K
Basic Certificate by Acting CFO Dated
December 4, 2017
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 40-F
| ☒ | Registration statement pursuant to Section 12 of the Securities Exchange Act of 1934 |
| or | |
| ☐ | Annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 |
| For the fiscal year ended __________________ | Commission File Number __________________ |
Acreage Holdings, Inc.
(Exact name of Registrant as specified in its charter)
| British
Columbia, Canada (Province or other jurisdiction of incorporation or organization) |
2833 (Primary Standard Industrial Classification Code Number) |
98-1463868 (I.R.S. Employer Identification Number) |
366 Madison Avenue, 11th Floor
United States
(646) 600-9181
(Address
and telephone number of Registrant’s principal executive offices)
|
Acreage Holdings, Inc. 366 Madison Avenue, 11th Floor (646) 600-9181 (Name, address (including zip code) and telephone number (including area code) of agent for service in the United States) |
Securities registered or to be registered pursuant to Section 12(b) of the Act: None
| Title of each class | Name of each exchange on which registered |
| N/A | N/A |
Securities registered pursuant to Section 12(g) of the Act: Subordinate Voting Shares, no par value
Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None
For annual reports, indicate by check mark the information filed with this Form:
| ☐ Annual information form | ☐ Audited annual financial statements |
Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report: N/A
Indicate by check mark whether the Registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days. ☐ Yes ☐ No
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit such files). ☐ Yes ☐ No
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 12b-2 of the Exchange Act.
Emerging growth company ☒
If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 13(a) of the Exchange Act. ☐
† The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.
C:
EXPLANATORY NOTE
Acreage Holdings, Inc. (the “Company”, the “Registrant”) is a Canadian issuer eligible to file its registration statement pursuant to Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), on Form 40-F pursuant to the multi-jurisdictional disclosure system of the Exchange Act. The Company is a “foreign private issuer” as defined in Rule 3b-4 under the Exchange Act. Equity securities of the Company are accordingly exempt from Sections 14(a), 14(b), 14(c), 14(f) and 16 of the Exchange Act pursuant to Rule 3a12-3.
FORWARD LOOKING STATEMENTS
The Exhibits incorporated by reference into this Registration Statement of the Registrant contain forward-looking statements. All statements, other than statements of historical fact, incorporated by reference are forward-looking information. Generally, forward-looking information may be identified by the use of forward-looking terminology such as “plans”, “expects” or “does not expect”, “proposed”, “is expected”, “budgets”, “scheduled”, “estimates”, “forecasts”, “intends”, “anticipates” or “does not anticipate”, or “believes”, or variations of such words and phrases, or by the use of words or phrases which state that certain actions, events or results may, could, would, or might occur or be achieved. There can be no assurance that such forward-looking information will prove to be accurate, and actual results and future events could differ materially from those anticipated in such forward-looking information. The Registrant’s forward-looking statements contained in the Exhibits incorporated by reference into this Registration Statement are made as of the respective dates set forth in such Exhibits and on assumptions the Registrant believed are reasonable as of such date. These assumptions include, but are not limited to: market acceptance and approvals. Forward-looking information is subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of the Registrant to be materially different from those expressed or implied by such forward-looking information. Such risks and other factors may include, but are not limited to: general business, economic, competitive, political and social uncertainties; general capital market conditions and market prices for securities; delay or failure to receive board or regulatory approvals; the actual results of future operations; competition; changes in legislation affecting the Registrant; the timing and availability of external financing on acceptable terms; and lack of qualified, skilled labor or loss of key individuals. A description of additional assumptions used to develop such forward-looking information and a description of additional risk factors that may cause actual results to differ materially from forward-looking information can be found in the Registrant’s disclosure documents, such as the Registrant’s Filing Statement filed on November 14, 2018, on the SEDAR website at www.sedar.com, attached hereto as Exhibit 99.40. Although the Registrant has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. Readers are cautioned that the foregoing list of factors is not exhaustive. Readers are further cautioned not to place undue reliance on forward-looking information as there can be no assurance that the plans, intentions or expectations upon which they are placed will occur. Forward-looking information contained in the Exhibits incorporated by reference are expressly qualified by this cautionary statement. The forward-looking information contained in the Exhibits incorporated by reference represents the expectations of the Registrant as of the date of such Exhibit and, accordingly, is subject to change after such date. However, the Registrant expressly disclaims any intention or obligation to update or revise any forward-looking information, whether as a result of new information, future events or otherwise, except as expressly required by applicable securities law.
DIFFERENCES IN UNITED STATES AND CANADIAN REPORTING PRACTICES
The Registrant is permitted, under a multijurisdictional disclosure system adopted by the United States, to prepare this report in accordance with Canadian disclosure requirements, which are different from those of the United States. The Registrant prepares its financial statements, which are filed with this report on Form 40-F in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board, and the audit is subject to Canadian auditing and auditor independence standards.
PRINCIPAL DOCUMENTS
In accordance with General Instruction B.(1) of Form 40-F, the Registrant hereby incorporates by reference Exhibits 99.1 through 99.70, inclusive, as set forth in the Exhibit Index attached hereto.
In accordance with General Instruction D.(9) of Form 40-F, the Registrant has filed the written consents of the independent accountants named in the foregoing Exhibits as Exhibits 99.71 to 99.74, as set forth in the Exhibit Index attached hereto.
TAX MATTERS
Purchasing, holding, or disposing of securities of the Registrant may have tax consequences under the laws of the United States and Canada that are not described in this registration statement on Form 40-F.
DESCRIPTION OF COMMON SHARES
The required disclosure is included under the heading “Description of the Securities” in the Registrant’s Filing Statement, attached hereto as Exhibit 99.40.
OFF-BALANCE SHEET ARRANGEMENTS
The Registrant has no off-balance sheet arrangements.
CURRENCY
Unless otherwise indicated, all dollar amounts in this Registration Statement on Form 40-F are in Canadian dollars. The exchange rate of Canadian dollars into United States dollars, on August 31, 2018, based upon the daily exchange rate as quoted by the Bank of Canada was U.S.$1.00 = Cdn$1.3055.
CONTRACTUAL OBLIGATIONS
As of August 31, 2018, the Registrant was a shell company and the following table lists, as of August 31, 2018, information with respect to the Registrant’s known contractual obligations in Canadian dollars.
| Payments due by period | |||||
| Contractual Obligations | Total | Less than 1 year | 1-3 years | 3-5 years | More than 5 years |
| Long-Term Debt Obligations | $304,348 | - | $304,3481 | - | - |
| Capital (Finance) Lease Obligations | - | - | - | - | - |
| Operating Lease Obligations | - | - | - | - | - |
| Purchase Obligations | - | - | - | - | - |
| Other Long-Term Liabilities Reflected on the Company’s Balance Sheet under the GAAP of the primary financial statements | - | - | - | - | - |
| Total | $304,348 | $0 | $304,348 | $0 | $0 |
1 Represents convertible Subordinate Voting Debentures
UNDERTAKING
The Registrant undertakes to make available, in person or by telephone, representatives to respond to inquiries made by the Commission staff, and to furnish promptly, when requested to do so by the Commission staff, information relating to the securities registered pursuant to Form 40-F or transactions in said securities.
CONSENT TO SERVICE OF PROCESS
The Registrant has concurrently filed a Form F-X in connection with the class of securities to which this Registration Statement relates.
Any change to the name or address of the Registrant’s agent for service shall be communicated promptly to the Commission by amendment to the Form F-X referencing the file number of the Registrant.
C:
| C: 2 |
SIGNATURES
Pursuant to the requirements of the Exchange Act, the Registrant certifies that it meets all of the requirements for filing on Form 40-F and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized.
| ACREAGE HOLDINGS, INC. | ||
| By: | /s/ Glen Leibowitz | |
| Name: Glen Leibowitz | ||
| Title: Chief Financial Officer | ||
Date: January 29, 2019
C:
| 3 |
The following documents are being filed with the Commission as Exhibits to this Registration Statement:
| 4 |
| This ‘40FR12G’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on: | 1/29/19 | None on these Dates | ||
| 11/14/18 | ||||
| 8/31/18 | ||||
| 4/5/12 | ||||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 5/01/23 Acreage Holdings, Inc. 10-K 12/31/22 112:14M 3/11/22 Acreage Holdings, Inc. 10-K 12/31/21 116:16M 4/22/21 Acreage Holdings, Inc. S-1/A 3:2.9M Toppan Merrill/FA 3/26/21 Acreage Holdings, Inc. 10-K 12/31/20 115:18M 2/08/21 Acreage Holdings, Inc. S-1 8:4.2M Toppan Merrill/FA 10/21/20 Acreage Holdings, Inc. S-3 6:2.2M Toppan Merrill/FA 8/21/20 Acreage Holdings, Inc. S-3/A 3:944K Toppan Merrill/FA 8/14/20 Acreage Holdings, Inc. 10-K/A 12/31/19 14:3.5M |