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United States securities and exchange commission logo





                               November 22, 2022

       David Klein
       Chief Executive Officer
       Canopy Growth Corporation
       1 Hershey Drive
       Smiths Falls, Ontario, K7A 0A8

                                                        Re: Canopy Growth
Corporation
                                                            Preliminary Proxy
Statement on Schedule 14A
                                                            Filed October 25,
2022
                                                            File No. 001-38496

       Dear David Klein:

              We have reviewed your filing and have the following 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 these comments within ten business days by
providing the requested
       information or advise us as soon as possible when you will respond. If
you do not believe our
       comments apply to your facts and circumstances, please tell us why in
your response.

                                                        After reviewing your
response to these comments, we may have additional comments.

       Preliminary Proxy Statement on Schedule 14A

       Letter to Shareholders
       Strategy to Fast Track Access into the U.S. Cannabis Market, page i

   1.                                                   With reference to the
October 27, 2022 article in The Canadian Press, which you filed as
                                                        definitive additional
materials on the same date, please revise the letter to shareholders to
                                                        identify the aspect or
aspects of Canopy   s proposed structure that are novel and whether
                                                        there are attendant
business and/or regulatory risks.
   2.                                                   Describe clearly the
purpose(s) behind (i) the creation of the Canopy USA structure and
                                                        the transfer of US THC
assets into it and (ii) the creation of a new class of Exchangeable
                                                        Shares. Clarify, if
true, that Canopy plans to restructure again to return to its historical
                                                        structure in the event
that the US federal government legalizes cannabis. In this regard, it
                                                        should be clear whether
Canopy plans to (i) repurchase all shares of Canopy USA
                                                        Common Share equal to
the greater of fair market value and $2,000,000 and (ii) eliminate
 David Klein
FirstName LastNameDavid
Canopy Growth  CorporationKlein
Comapany 22,
November  NameCanopy
              2022      Growth Corporation
November
Page 2    22, 2022 Page 2
FirstName LastName
         the class of Exchangeable Shares in the event that the US federal
government legalizes
         cannabis.
3.       With reference to the disclosure on page 16, please identify the
unnamed "Investor" who
         currently holds all of the outstanding Canopy USA shares.
4.       We note your statements here and elsewhere that this strategy will
enable you to realize
         value in the near term. We further note your disclosure elsewhere that
Canopy's Non-
         Voting Shares of Canopy USA do not carry voting rights, rights to
receive dividends or
         other rights. Please revise your disclosure here and throughout, where
appropriate, to
         further explain how this strategy will enable you to realize value in
the near term. Also,
         explain how the disclosure is consistent with your disclosure that you
will have "no
         economic interest" in Canopy USA.
5.       We note your statements here and throughout your document describing
the highlights
         and potential benefits of your strategy. Please clarify throughout
whether you believe you
         can realize the benefits of this strategy while cannabis remains
federally illegal in the U.S.
6.       Please revise this section, where appropriate, to reflect your
disclosure on page 23 that
         Nasdaq objects to you consolidating the financial results of Canopy
USA and views it as
         impermissible under Nasdaq's general policies. In your revisions,
please discuss whether
         there is a material risk that your shares could be delisted from
Nasdaq as a result of the
         implementation of this strategy. Clarify more specifically the nature
of Nasdaq's stated
         objections to the structure, including whether it extends to the
creation of the
         Exchangeable Shares.
7.       We note your statement that you anticipate financial benefit via
revenue and cost
         synergies "across Canopy" upon implementation of your strategy. Please
revise to explain
         how you will achieve financial benefit across Canopy while you own
Non-Voting Shares
         of Canopy USA and cannabis remains illegal in the U.S.
Relationship with Constellation Brands, page iii

8.       Please revise your disclosure to clarify, if true, that a majority of
your board of directors is
         affiliated with Constellation.
Third-Party Information, page 2

9.       We note your statement that you do not make any representation as to
the accuracy
         of information that you are including in the proxy statement. Please
either delete this
         disclaimer or explain how it is consistent with your belief that the
information is reliable.
Amendment Proposal
Background, page 11

10.      Please revise this section to disclose the consideration you were, or
will be, obligated to
         pay to TerrAscend, Acreage, Wana, Jetty and Cultiv8 if the Amendment
Proposal is
 David Klein
FirstName LastNameDavid
Canopy Growth  CorporationKlein
Comapany 22,
November  NameCanopy
              2022      Growth Corporation
November
Page 3    22, 2022 Page 3
FirstName LastName
         approved and Canopy USA consummates the option transactions with these
entities.
         Please also revise your document, where appropriate, to describe the
material terms of
         these proposed transactions, including any deferred or option exercise
payments.
11.      Please disclose the identity of the third-party investor of Jetty to
whom Canopy USA
         issued 1,000,000 Class A shares. Please also describe the
consideration you received in
         exchange for issuing shares to the third-party investor.
12.      Your disclosure indicates that your Non-Voting Shares in Canopy USA
represent
         approximately 0.7% of the issued and outstanding shares in Canopy USA
on an as-
         converted basis. Your disclosure on page 16 indicates that you own
99.3% of the issued
         and outstanding shares of Canopy USA on an as-converted basis. Please
reconcile your
         disclosure or advise.
13.      Your disclosure indicates that you have the right to repurchase all
shares of Canopy USA
         that have been issued to the Investor at a price per share equal to
the greater of fair market
         value and $2,000,000. Please disclose how fair market value will be
determined and who
         will be responsible for the determination. Please also confirm whether
"$2,000,000" refers
         to the price per share or to the aggregate repurchase amount.
14.      Please revise your disclosure to explain why the Acreage Debt
Optionholder has agreed to
         acquire an option to purchase the outstanding principal of Acreage's
debt. In your
         revisions, please explain whether the Option Premium would be returned
to the Acreage
         Debt Optionholder if the Amendment Proposal is not approved.
15.      Please revise your disclosure in this section, where appropriate, to
reflect your disclosure
         on page 25 that you have not received audited financial statements
from Wana or Jetty.
16.      We note your disclosure on page 13 that Canopy finalized a structural
path in August
         2022 to form and transfer the Structured U.S. Investments after months
of analysis and
         structuring with legal counsel and financial and tax advisors. Please
revise to explain the
         challenges faced in structuring the transaction and discuss, if
applicable, why other
         alternative structures were not pursued. With a view to disclosure,
please tell us whether
         Canopy considered a spin-off with a pro rata distribution to its
shareholders, and if so,
         why this structure was not pursued.
Structure of Canopy USA, page 15

17.      Please provide support for your assertion that Canopy USA is currently
controlled by the
         Investor who has acquired and continues to hold all of the outstanding
Canopy USA
         Common Shares. In this regard, we note the following :
             Canopy has the right to appoint two of the four members of the
Canopy USA board
             of managers as compared to the Investor who only has the right to
appoint one
             manager.
             Pursuant to the Protection Agreement, Canopy retains the right to
control Canopy
             USA's actions with respect to several significant decisions
related to its business
 David Klein
FirstName LastNameDavid
Canopy Growth  CorporationKlein
Comapany 22,
November  NameCanopy
              2022      Growth Corporation
November
Page 4    22, 2022 Page 4
FirstName LastName
              organizations, properties, assets, rights, employees, goodwill
and business
              relationships, as detailed on pages 16-17.
                Canopy has a call right to repurchase at any time all of the
Canopy USA shares that
              have been issued to the Investor.
18.      Please revise your disclosure to present Canopy USA's current
equityholders and their
         ownership percentages.
19.      Please tell us whether you have filed the Protection Agreement and if
not, whether you
         plan to do so prior to the Special Meeting.
20.      Please revise to explain whether Canopy has information rights with
respect to Canopy
         USA. With a view to disclosure, please tell us whether Canopy and
Canopy USA have
         entered into any tax, operating or services agreements.
21.      Explain whether the transfer or sale of the corporate assets to Canopy
USA results in
         material tax consequences for Canopy and/or Canopy   s shareholders.
Similarly discuss
         whether there would be material tax consequences in the event that
Canopy converts its
         Non-Voting Shares of Canopy USA. Discuss, as applicable, whether the
chosen structure
         includes tax arrangements between Canopy, Canopy USA or any other
parties.
22.      Please explain whether Canopy is contributing any assets to Canopy USA
in addition to
         the Structured U.S. Investments. In this regard, it is unclear whether
Canopy has
         contributed or will contribute cash to Canopy USA and if so, how much.
Discuss Canopy
         USA   s short-term and long-term capital needs and whether it has
raised funding from
         third parties.
23.      Please disclose the jurisdiction where Canopy USA is incorporated.
Please tell us whether
         Canopy USA has a certificate of formation charter and an operating
agreement that are or
         will be publicly available. With a view to disclosure, please tell us
whether the managers
         and officers of Canopy USA will have any duties to Canopy   s
shareholders regarding the
         management of Canopy USA.
Reasons for the Transaction and Recommendation of the Board, page 17

24.      We note your statement that you expect that Canopy USA will be
accretive to your
         shareholders based on a number of key metrics. Please present these
metrics.
25.      Please revise your statement that you believe you comply with all
applicable laws and
         regulations to reflect your disclosure on page 23 that Nasdaq has
proposed to you that the
         consolidation of Canopy USA is impermissible under Nasdaq's general
policies.
Risk Factors Relating to the Amendment Proposal, page 21

26.      To the extent that Canopy   s plan is reasonably likely to result in
delisting from the Nasdaq
         Global Select Market, please provide us an analysis regarding whether
any of the
         transactions are a Rule 13e-3 transaction.
 David Klein
Canopy Growth Corporation
November 22, 2022
Page 5
General

27.   Please tell us your consideration, and revise your filing as necessary,
for including
      the financial statements of Acreage Holdings, Inc., Lemurian, Inc.,
Mountain High
      Products, LLC, Wana Wellness, LLC and The Cima Group, LLC for the
required periods
      pursuant to Rule 3-05 of Regulation S-X and pro forma financial
information as required
      by Article 11 of Regulation S-X. Alternatively, provide us with the
significance test
      calculations of Rule 1-02 (w) of Regulation S-X, supporting your
conclusion that these
      entities' financial statements are not required to be presented. Refer to
Item 13(a) and Note
      A to Schedule 14A.
28.   We note from page 17 that "Canopy is expected to consolidate the
financial performance
      of Canopy USA in accordance with accounting principles generally accepted
in the United
      States." Please provide to us your analysis of how you concluded that
consolidation is
      appropriate under US GAAP. Cite the accounting literature relied upon and
describe how
      you applied it your situation.
29.   With reference to comment 27 above and Note A to Schedule 14A, please
revise to
      include the information required by Items 11, 13(a)(2) through (a)(6),
and 14 of Schedule
      14A with respect to the expected acquisitions by Canopy USA.
        We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.

       You may contact Tara Harkins at 202-551-3639 or Lynn Dicker at
202-551-3616 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Alan Campbell at 202-551-4224 or Joe McCann at 202-551-6262 with any
other
questions.



                                                            Sincerely,
FirstName LastNameDavid Klein
                                                            Division of
Corporation Finance
Comapany NameCanopy Growth Corporation
                                                            Office of Life
Sciences
November 22, 2022 Page 5
cc:       Yariv Katz
FirstName LastName
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