Correspondence 0001104659-24-059875 from Canopy Growth Corp (CGC)
Canopy Growth Corp
Date: May 10, 2024 · CIK: 0001737927 · Accession: 0001104659-24-059875
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File numbers found in text: 333-279172
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CORRESP
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Canopy Growth Corporation
1 Hershey Drive
Smiths Falls, ON K7A 0A8
May 10, 2024
VIA EDGAR
U.S. Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
Re: Canopy Growth Corporation
Registration Statement on Form S-1, Filed
on May 7, 2024
File No. 333-279172
Ladies and Gentlemen:
Pursuant to Rule 461 under the Securities
Act of 1933, as amended, Canopy Growth Corporation (the “Company”) hereby respectfully requests that the effectiveness
of the Registration Statement on Form S-1 (File No. 333-279172) of the Company, filed with the U.S. Securities and Exchange
Commission on May 7, 2024 (the “Registration Statement”), be accelerated so that the Registration Statement
shall become effective at 4:00 p.m. (Eastern Time) on May 13, 2024, or as soon as possible thereafter.
The Company hereby confirms that it is aware of its responsibilities
under the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended, as they relate to the proposed offering
of the securities specified in the Registration Statement.
It would be appreciated if, promptly after the Registration Statement
has become effective, you would so inform our outside counsel, Yariv Katz of Paul Hastings LLP, by telephone at (212) 318-6393 or by email
at yarivkatz@paulhastings.com. The Company hereby authorizes Mr. Katz of Paul Hastings LLP to orally modify or withdraw this request
for acceleration.
Sincerely
CANOPY GROWTH CORPORATION
By:
/s/ Judy Hong
Name:
Judy Hong
Title:
Chief Financial Officer
cc:
Yariv Katz
Paul Hastings LLP