UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
    Washington, D.C. 20549
 
 
FORM 12b-25
 
 
NOTIFICATION OF LATE FILING
 
(Check One)     
¨  Form 10-K     ¨  Form 20-F     ¨  Form 11-K    x Form 10-Q
¨  Form 10-D     ¨  Form N-SAR    ¨ Form N-CSR
  
  For Period Ended: March 31, 2024
  
  
¨  Transition Report on Form 10-K
  
¨  Transition Report on Form 20-F
  
¨  Transition Report on Form 11-K
  
¨  Transition Report on Form 10-Q
  
¨  Transition Report on Form N-SAR
  
  For the Transition Period Ended:
 
 
Read Instruction (on back page) Before Preparing Form. Please Print or Type.
Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.
 
 
If the notification related to a portion of the filing checked above, identify the Item(s) to which the notification relates:
 
PART I — REGISTRANT INFORMATION
 
ACREAGE HOLDINGS, INC.
(Full Name of Registrant)
 
 
(Former Name if Applicable)
 
366 Madison Avenue, 14th Floor
(Address of Principal Executive Office (Street and Number))
 
New York, New York 10017
(City, State and Zip Code)


 
PART II — RULES 12b-25(b) AND (c)
 
If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate)
 
¨   
 (a) 
The reason described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense;
 
 (b) 
The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-SAR or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and
 
 (c) The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.
 
PART III — NARRATIVE
 
State below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-SAR, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.
 
Acreage Holdings, Inc. (the “Company”) has determined that it is unable, without unreasonable effort or expense, to file its Quarterly Report on Form 10-Q for the quarter ended March 31, 2024 (the “Q1 2024 Quarterly Report on Form 10-Q”) by the prescribed due date because additional time is needed for the Company to compile and analyze information necessary to complete the review and finalization of the Company’s financial statements to be included in the Q1 2024 Quarterly Report on Form 10-Q.
 
The Company does not intend to file the Q1 2024 Quarterly Report on Form 10-Q within the five-day extension period provided under Rule 12b-25 of the Securities Exchange Act of 1934, as amended. The Company currently intends to file the Q1 2024 Quarterly Report on Form 10-Q as soon as practicable.
 
Safe Harbor Statement
 
This notice contains certain “forward-looking statements” relating to the Company.  All statements, other than statements of historical fact included herein, are “forward-looking statements” including statements regarding the timing, duration and outcome of the Company’s work in connection with completing certain financial statements.  These forward-looking statements are often identified by the use of forward-looking terminology such as “could,” “intends,” expects” or similar expressions and involve known and unknown risks and uncertainties.  Although the Company believes that the expectations reflected in these forward-looking statements are reasonable, they do involve assumptions, risks, and uncertainties, and these expectations may prove to be incorrect.  Investors should not place undue reliance on these forward-looking statements, which speak only as of the date of this filing.  The Company 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 required by applicable securities laws.  For additional information and risk factors that could affect the Company, see its filings with the Securities and Exchange Commission. The information contained in this filing is made as of the date hereof, even if subsequently made available by the Company on its website or otherwise.
 
 


 
PART IV — OTHER INFORMATION
 
(1)Name and telephone number of person to contact in regard to this notification
 
    Philip Himmelstein 646 600-9181
(Name) (Area Code) (Telephone Number)
 
(2)
Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If answer is no, identify report(s).   x Yes    ¨  No
 
(3)
Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof?     ¨  Yes     x No
 
Please see Part III for additional information regarding possible disclosures within the Quarterly Report on Form 10-Q that are unrelated to the Company’s results of operations.
 
If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.
 
 


 
 
 
ACREAGE HOLDINGS, INC.
(Name of Registrant as Specified in Charter)
 
has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.
 
Date: May 16, 2024By/s/  Philip Himmelstein    
  Philip Himmelstein
  Interim Chief Financial Officer
  
 

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