Canopy USA
A fast-track into the U.S. market.
Canopy USA, LLC consolidates Canopy Growth's American THC assets into a single operating company — a structure designed to capture the U.S. opportunity while keeping Canopy Growth compliant with U.S. federal law and its exchange listings.
The strategy
One structure, built to unlock the United States.
Canopy USA is a U.S. holding company created by Canopy Growth to bring its American cannabis assets together under one roof. It acts as a stepping-stone structure: while cannabis remains federally illegal in the United States, the U.S. THC assets are held in a separate vehicle that Canopy Growth does not control — keeping Canopy Growth itself compliant with its Nasdaq and TSX listings until federal permissibility allows full consolidation.
Fast-track entry into the large U.S. cannabis market while remaining compliant with U.S. federal law and stock-exchange listing rules.
Ring-fence U.S. THC assets in a separate entity that Canopy Growth does not control or consolidate, preserving its Nasdaq and TSX listings.
Combine recognized brands into a U.S. cannabis powerhouse across high-growth categories — edibles, vapes and flower.
Reduce operational complexity and capture revenue and cost synergies from previously disparate U.S. investments.
The portfolio
The brands inside Canopy USA.
Acreage Holdings
A U.S. multi-state operator. Canopy USA completed its acquisition of all outstanding Acreage shares in December 2024.
Wana Brands
A leading North American cannabis edibles brand, acquired by Canopy USA through previously held options.
Jetty Extracts
A California-born vape and extracts brand, acquired by Canopy USA through previously held options.
TerrAscend
Canopy USA holds exchangeable shares and other securities in TerrAscend, a multi-state operator — a strategic stake within the structure.
How it's structured
~84.4%
Canopy Growth's non-voting economic interest in Canopy USA (as-converted)
Dec 2024
Acreage Holdings acquisition completed
Non-voting
Canopy Growth holds no control or voting power; results are not consolidated
To fund the structure without consolidating it, Canopy Growth created a new class of Exchangeable Shares — non-voting and non-participating, but convertible into Canopy Growth common shares — approved by shareholders in early 2023. Canopy Growth holds all of the non-voting shares of Canopy USA, representing its economic interest without control or voting power.