UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~October~~November 925, 2024

Commission file number 000-56021



ACREAGE HOLDINGS, INC.
(Exact name of registrant as specified in its charter)


British Columbia, Canada			98-1463868
(State or other jurisdiction of incorporation or organization)			(I.R.S. Employer Identification No.)

366 Madison Ave, 14th floor	New York	New York	10017
(Address of Principal Executive Offices)			(Zip Code)

(646) 600-9181

Registrant’s telephone number, including area code

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:


☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act: None.

Securities registered pursuant to Section 12(g) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Class E subordinate voting shares

ACRHF

OTC Markets Group Inc.

Class D subordinate voting shares

ACRDF

OTC Markets Group Inc.

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter)


Emerging growth company			☒

If an emerging growth company, 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. ☐

Item 18.01 ~~Entry~~ ~~into~~Other ~~a Material Definitive Agreement~~Events.

On ~~October~~November 925, 2024, ~~Universal Hemp, LLC (the “Borrower”), Universal Hemp II, LLC and Universal Hemp Canada ULC, each wholly owned subsidiaries of~~ Acreage Holdings, Inc., ~~and Canopy USA, LLC~~ (the “~~CUSA~~Company”), asor ~~successor assignee to 11065220 Canada Inc. (~~“~~11065220~~Acreage”), ~~entered~~issued ~~into~~ a ~~First~~press ~~Amending~~release ~~Agreement~~announcing toan ~~Debenture~~update ~~(the~~with ~~“Amendment”)~~regard ~~that~~to ~~amended~~its ~~that~~corporate ~~certain~~transaction ~~secured debenture between the Borrower~~ and ~~CUSA~~its ~~(as~~expectation ~~successor~~that ~~assignee~~Canopy ~~to 11065220) dated September 23~~USA, ~~2020~~LLC ~~(the~~will ~~“Debenture”). The~~complete ~~Amendment~~its ~~provides~~acquisition ~~for the payment~~ of ~~interest~~Acreage ~~accruing on obligations under the Debenture to be paid~~ in ~~kind~~mid-December, ~~provided~~2024. ~~that~~A ~~the~~copy ~~Borrower may elect to pay any portion~~ of ~~interest~~the ~~due~~press inrelease ~~cash~~is ~~rather~~attached ~~than~~hereto inas ~~kind~~Exhibit 99.1.

~~The~~A ~~foregoing~~letter ~~description~~ of transmittal with respect to the ~~Amendment~~acquisitions is(the ~~qualified~~“Letters inof ~~its~~Transmittal”) ~~entirety~~will bybe ~~reference~~mailed to ~~the~~each ~~full~~registered ~~text~~shareholder of the ~~Amendment~~Company’s ~~filed~~Class asE ~~Exhibit~~subordinate ~~10.1~~voting toshares ~~this~~(the ~~Current~~“Fixed ~~Report~~Shares”) onand ~~Form~~Class ~~8-K~~D subordinate voting shares (the “Floating Shares”).

Copies of the Letters of Transmittal are filed with this Current Report on Form 8-K as Exhibits 99.2 and 99.3.

Item 9.01 Financial Statements and Exhibits.

(d)Exhibits

Exhibit No.			Description
10.1			First Amending Agreement to Debenture, entered into on October 9, 2024, by and among Universal Hemp, LLC, Universal Hemp II, LLC, Universal Hemp Canada ULC and Canopy USA, LLC (as successor assignee to 11065220 Canada Inc.).
99.1			Press Release, dated November 25, 2024
99.2			Form of Floating Shares Letter of Transmittal
99.3			Form of Fixed Shares Letter of Transmittal
104			Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.




			ACREAGE HOLDINGS, INC.

Date: October 15, 2024			/s/ Corey Sheahan
Date: November 29, 2024			/s/ Corey Sheahan
			Corey Sheahan
			Executive Vice President, General Counsel and Secretary

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