SecProbe.io

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 Canopy Growth Corporation

 1 Hershey Drive

 Smiths Falls, ON K7A 0A8

 January 13, 2026

 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-3, Filed on January 9, 2026

 File No. 333-292635

 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-3 (File No. 333-292635) of the Company, filed with the U.S. Securities and Exchange Commission on January 9, 2026
(the "Registration Statement" ), be accelerated so that the Registration Statement shall become effective at
4:00 p.m. (Eastern Time) on January 15, 2026, 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/ Thomas Stewart

 Name:
 Thomas Stewart

 Title:
 Chief Financial Officer

 cc:
 Yariv Katz

 Paul Hastings
 LLP

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 January 13, 2026

Christelle Gedeon
Chief Business Development & Corporate Affairs Officer
Canopy Growth Corp
1015 15th Street N.W., Suite 1000
Washington, DC 20005

 Re: Canopy Growth Corp
 Registration Statement on Form S-3
 Filed January 9, 2026
 File No. 333-292635
Dear Christelle Gedeon:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
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.

 Please contact Jimmy McNamara at 202-551-7349 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Life
Sciences
cc: Yariv Katz
</TEXT>
</DOCUMENT>

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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

United States securities and exchange commission logo
May 10, 2024
David Klein
Chief Executive Officer
Canopy Growth Corporation
1 Hershey Drive
Smiths Falls, Ontario, Canada K7A 0A8
Re:Canopy Growth Corporation
Registration Statement on Form S-1
Filed May 7, 2024
File No. 333-279172
Dear David Klein:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. 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.
            Please contact Alan Campbell at 202-551-4224 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Yariv Katz

United States securities and exchange commission logo
February 14, 2024
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 completed our review of your filing. 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.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Yariv Katz

CORRESP
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CORRESP

 1(212) 318-6393

yarivkatz@paulhastings.com

February 5, 2024

 VIA EDGAR

 U.S. Securities and Exchange Commission

 Division of
Corporation Finance

 Office of Life Sciences

 100 F Street,
N.E.

 Washington, D.C. 20549

Attention:
 Tara Harkins

Lynn Dicker

 Alan Campbell

Laura Crotty

Re:
 Canopy Growth Corporation

 
 Amendment No. 5 to Preliminary Proxy Statement on Schedule 14A

 
 Filed January 25, 2024

 
 File No. 001-38496

Ladies and Gentlemen:

 Our client, Canopy Growth Corporation
(the “Company”), received verbal comments (the “Comments”) with respect to the above-referenced Preliminary Proxy Statement (the “Proxy Statement”) from the staff (the “Staff”) of
the Securities and Exchange Commission (the “Commission”) on February 5, 2024 via Zoom teleconference. We are responding to the Comments on behalf of the Company as set forth below. Simultaneously with the submission of this
letter, the Company is publicly filing Amendment No. 6 to the Preliminary Proxy Statement (“Amendment No. 6”) with the Commission via EDGAR responding to the Comments.

For the ease of reference, we have set forth the substance of each Comment below in italics followed by the Company’s response to such comment. All
capitalized terms used herein but not defined herein have the meanings assigned to such terms in Amendment No. 6, and all page number references are to the page numbers of Amendment No. 6.

Amendment No. 5 to Preliminary Proxy Statement on Schedule 14A

Legal Comments

1.
 Please revise the Letter to Shareholders to disclose whether the Company is aware of any reason the proposed
deconsolidated structure of Canopy USA would cause the Company to not be in compliance with the Listing Rules of the Nasdaq Stock Market.

Response: The Company has revised the disclosure on page vi of the Letter to Shareholders and page 19 of the proxy statement in response to the
Comment.

 U.S. Securities and Exchange Commission

February 5, 2024

 Page 2

 Accounting Comments

2.
 Please revise the Proxy Statement to disclose how the Company will account for its interest in Canopy USA
following the deconsolidation of the financial results of Canopy USA from Canopy’s financial statements.

 Response: The
Company has revised the disclosure on page 19 in response to the Comment.

3.
 We note the disclosure on page F-26 of the Company’s Form 10-K for the fiscal year ended March 31, 2023 included the following statement: “The Company and Canopy USA effectuated certain changes to the initial structure of the Company’s interest in Canopy USA
such that the Company does not expect to consolidate the financial results of Canopy USA within the Company’s financial statements.” Please consider the fact that the Company had to make certain additional changes to the structure of
Canopy USA to facilitate deconsolidation in evaluating the effectiveness of the Company’s internal control over financial reporting.

Response: The Company acknowledges the Comment.

*********

 If you have any questions concerning
Amendment No. 6 or require any additional information, please do not hesitate to contact me at (212) 318-6393 or yarivkatz@paulhastings.com or Keith Pisani at (212)
318-6053 or keithpisani@paulhastings.com.

 Sincerely,

/s/ Yariv Katz

Yariv C. Katz

of PAUL HASTINGS LLP

cc :
 David Klein, Chief Executive Officer, Canopy Growth Corporation

 
 Christelle Gedeon, Chief Legal Officer, Canopy Growth Corporation

 
 Keith D. Pisani, Esq., Paul Hastings LLP

 
 PKF O’Connor Davies, LLP, Certified Public Accountants

 
 Jonathan Sherman, Cassels Brock & Blackwell LLP

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Canopy Growth Corporation

1 Hershey Drive

Smiths Falls, ON K7A 0A8

February
1, 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 January 26, 2024

  File No. 333-276704

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. 333-276704) of the Company, filed with the U.S. Securities
and Exchange Commission on September 20, 2023 (the “Registration Statement”), be accelerated so that the Registration
Statement shall become effective at 4:00 p.m. (Eastern Time) on February 5, 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

United States securities and exchange commission logo
January 31, 2024
David Klein
Chief Executive Officer
Canopy Growth Corporation
1 Hershey Drive
Smiths Falls, Ontario, Canada K7A 0A8
Re:Canopy Growth Corporation
Registration Statement on Form S-1
Filed January 26, 2024
File No. 333-276704
Dear David Klein:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. 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.
            Please contact Alan Campbell at 202-551-4224 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Yariv Katz

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CORRESP

 1(212) 318-6393

yarivkatz@paulhastings.com

 January 25, 2024

VIA EDGAR

 U.S. Securities and Exchange Commission

Division of Corporation Finance

 Office of Life Sciences

100 F Street, N.E.

 Washington, D.C. 20549

Attention: Tara Harkins

  Lynn Dicker

 Alan Campbell

 Laura Crotty

Re:
 Canopy Growth Corporation

Amendment No. 4 to Preliminary Proxy Statement on Schedule 14A

Filed August 11, 2023

File No. 001-38496

Ladies and Gentlemen:

 We are in receipt of the letter, dated
November 3, 2023, from the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”) with respect to the above-referenced Amendment No. 4 to Preliminary Proxy Statement on
Schedule 14A. We are responding to the Staff’s comments on behalf of Canopy Growth Corporation (“Canopy Growth” or the “Company”) as set forth below. Simultaneously with the submission of this letter, the
Company is publicly filing via EDGAR Amendment No. 5 to the Preliminary Proxy Statement (“Amendment No. 5”) responding to the Staff’s comments and updating the Preliminary Proxy Statement.

The Company’s responses set forth in this letter are numbered to correspond to the numbered comments in the Staff’s letter. For ease of reference,
we have set forth each of the Staff’s comments in italics below followed by the Company’s response to each comment. All capitalized terms used herein but not defined herein have the meanings assigned to such terms in Amendment No. 5
and all page number references are to the page numbers of Amendment No. 5.

 Amendment No. 4 to Preliminary Proxy Statement on Schedule 14A

 Amendment Proposal, page 13

1.
 We note your disclosure on page 18 that Canopy and Canopy USA restructured Canopy’s interests in Canopy
USA to ensure that Canopy would be able to deconsolidate the financial results of Canopy USA from Canopy’s financial statements in accordance with US GAAP. Based on the facts and circumstances, the staff would object to deconsolidation of
Canopy USA once the conditional THC interests are acquired. Please revise your discussion of the accounting for the “Structural Amendments” accordingly.

 U.S. Securities and Exchange Commission

January 25, 2024

  Page
 2

 Response: As set forth in the Company’s submission to the Office of Chief Accountant (the
“OCA”) of the Commission and as discussed with members of the staff of the OCA, the Company has made or agreed to make certain additional amendments to the structure of Canopy USA to facilitate the deconsolidation of the financial results
of Canopy USA from the Company’s financial statements in accordance with U.S. GAAP. These amendments are described throughout Amendment No. 5, including on pages 18 through 20.

Structure of Canopy USA, page 23

2.
 We note your response to prior comment 16. Please identify this third-party investor in your disclosure
document as well as the natural person(s) that control this investor.

 Response: The Company has revised the disclosure on
page 24 in response to the Staff’s comment.

 *********

If you have any questions concerning Amendment No. 5 or require any additional information, please do not hesitate to contact me at (212) 318-6393 or yarivkatz@paulhastings.com or Keith Pisani at (212) 318-6053 or keithpisani@paulhastings.com.

Sincerely,

 /s/ Yariv Katz

Yariv C. Katz

 of PAUL HASTINGS LLP

cc :
 David Klein, Chief Executive Officer, Canopy Growth Corporation

Christelle Gedeon, Chief Legal Officer, Canopy Growth Corporation

Keith D. Pisani, Esq., Paul Hastings LLP

PKF O’Connor Davies, LLP, Certified Public Accountants

Jonathan Sherman, Cassels Brock & Blackwell LLP

United States securities and exchange commission logo
November 3, 2023
David Klein
Chief Executive Officer
Canopy Growth Corporation
1 Hershey Drive
Smiths Falls, Ontario, K7A 0A8
Re:Canopy Growth Corporation
Amendment No. 4 to Preliminary Proxy Statement on Schedule 14A
Filed August 11, 2023
File No. 001-38496
Dear David Klein:
            We have reviewed your filing and have the following comments.
            Please respond to this letter 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 a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments.
Amendment No. 4 to Preliminary Proxy Statement on Schedule 14A
Amendment Proposal, page 13
1.We note your disclosure on page 18 that Canopy and Canopy USA restructured Canopy’s
interests in Canopy USA to ensure that Canopy would be able to deconsolidate the
financial results of Canopy USA from Canopy’s financial statements in accordance with
US GAAP.  Based on the facts and circumstances, the staff would object to
deconsolidation of Canopy USA once the conditional THC interests are acquired.  Please
revise your discussion of the accounting for the “Structural Amendments” accordingly.
Structure of Canopy USA, page 23
2.We note your response to prior comment 16. Please identify this third-party investor in
your disclosure document as well as the natural person(s) that control this investor.
            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.

 FirstName LastNameDavid Klein
 Comapany NameCanopy Growth Corporation
 November 3, 2023 Page 2
 FirstName LastName
David Klein
Canopy Growth Corporation
November 3, 2023
Page 2
            Please 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 Laura Crotty at 202-551-7614 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Yariv Katz

United States securities and exchange commission logo
September 22, 2023
David Klein
Chief Executive Officer
Canopy Growth Corporation
1 Hershey Drive
Smiths Falls, Ontario, Canada K7A 0A8
Re:Canopy Growth Corporation
Registration Statement on Form S-1
Filed September 20, 2023
File No. 333-274594
Dear David Klein:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  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.
            Please contact Alan Campbell at 202-551-4224 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Yariv Katz

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Canopy Growth Corporation

1 Hershey Drive

Smiths Falls, ON K7A 0A8

September 22,
2023

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 September 20, 2023

    File No.
    333-274594

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. 333-274594) of the Company,
filed with the U.S. Securities and Exchange Commission on September 20, 2023 (the “Registration Statement”),
be accelerated so that the Registration Statement shall become effective at 4:00 p.m. (Eastern Time) on September 26,
2023, 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

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Canopy Growth Corporation

1 Hershey Drive

Smiths Falls, ON K7A 0A8

September 6, 2023

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 August 30,
    2023

    File No.333-274268

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. 333-274268) of the Company, filed with the U.S. Securities and Exchange
Commission on August 30, 2023 (the “Registration Statement”), be accelerated so that the Registration Statement
shall become effective at 4:00 p.m. (Eastern Time) on September 8, 2023, 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

United States securities and exchange commission logo
September 6, 2023
David Klein
Chief Executive Officer
Canopy Growth Corporation
1 Hershey Drive
Smiths Falls, Ontario, Canada K7A 0A8
Re:Canopy Growth Corporation
Registration Statement on Form S-1
Filed August 30, 2023
File No. 333-274268
Dear David Klein:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  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.
            Please contact Alan Campbell at 202-551-4224 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Yariv Katz

CORRESP
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CORRESP

 1(212) 318-6393

yarivkatz@paulhastings.com

 August 11,
2023

 VIA EDGAR

 U.S.
Securities and Exchange Commission

 Division of Corporation Finance

Office of Life Sciences

 100 F Street, N.E.

Washington, D.C. 20549

 Attention: Tara Harkins

        Lynn Dicker

        Alan Campbell

        Joe McCann

Re:        Canopy Growth Corporation

    Amendment No. 3 to Preliminary Proxy Statement on Schedule 14A

    Filed May 22, 2023

    File No. 001-38496

Ladies and Gentlemen:

 We are in receipt of the letter, dated
June 23, 2023, from the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”) with respect to the above-referenced Amendment No. 3 to Preliminary Proxy Statement on Schedule
14A. We are responding to the Staff’s comments on behalf of Canopy Growth Corporation (“Canopy Growth” or the “Company”) as set forth below. Simultaneously with the submission of this letter, the Company is
publicly filing via EDGAR an Amendment No. 4 to the Preliminary Proxy Statement (“Amendment No. 4”) responding to the Staff’s comments and updating the Preliminary Proxy Statement.

The Company’s responses set forth in this letter are numbered to correspond to the numbered comments in the Staff’s letter. For ease of reference,
we have set forth each of the Staff’s comments in italics below followed by the Company’s response to each comment. All capitalized terms used herein but not defined herein have the meanings assigned to such terms in Amendment No. 4
and all page number references are to the page numbers of Amendment No. 4.

 Amendment No. 3 to Preliminary Proxy Statement on Schedule 14A

 Letter to Shareholders, page i

1.
 Please revise your letter to shareholders to discuss risks to Canopy’s shareholders if Canopy USA
operates as a non-consolidated subsidiary that is not controlled by Canopy. In your revisions, please discuss the possibility that Canopy would be unable to prevent Canopy USA from taking actions that do not
maximize shareholder value and that the managers of Canopy USA could take actions that are contrary to the interests of Canopy and its shareholders.

 U.S. Securities and Exchange Commission

August 11, 2023

  Page
 2

 Response: The Company has revised the disclosure on pages iv, 38 and 39 of Amendment No. 4
in response to the Staff’s comment.

 Overview of Exchangeable Shares, page i

2.
 We note your disclosure on page ii that you have implemented certain changes to the initial structure of
Canopy Growth Corporation’s (“Canopy’s”) interests in Canopy USA, LLC (“Canopy USA”) to ensure that Canopy will not be required to consolidate the financial results of Canopy USA in accordance with U.S. GAAP. We also
note the analysis provided in Exhibit A to your May 22, 2023 response. Please provide the information requested in the following comments to assist us with our analysis.

Response: The Company acknowledges the Staff’s comment and has provided the information requested in the comments below.

3.
 Provide us with a full capitalization table for Canopy USA both prior to and subsequent to the Structural
Amendments and include a transaction-level reconciliation between the two tables. For each reconciling item, provide a detail of the fair value of consideration given and received. For example, it appears that Ms. Whiteman received Canopy USA
Shares in exchange for an agreement to reduce the exercise price of the Wana Options; accordingly, quantify the fair value of the shares issued to Ms. Whiteman as compared to the fair value of the reduction in exercise price agreed to by
Ms. Whiteman in return for the shares.

 Response: The Company advises the Staff that it is not possible to provide a
full capitalization table for Canopy USA subsequent to the Structural Amendments as the value of the Canopy USA shares to be issued to the Trust and Ms. Whiteman are based upon future events that that have not yet occurred. With respect to the
value of the Canopy USA Common Shares to be received by Ms. Whiteman, the value of the Canopy USA Common Shares to be issued will be 7.5% of the fair market value of Wana on the date that Canopy USA exercises the option to acquire Wana, which
is an unknown future date. In addition, the value of each Canopy USA Common Share to be issued will, similarly, only be determined based on the fair market value of the Canopy USA Common Shares on such date.

4.
 Provide us with an analysis of the “purpose and design” of Canopy USA, as well as an analysis of
the risks that Canopy USA was designed to create and pass through to its variable interest holders, giving consideration to the factors noted in ASC
810-10-25-25.

Response: The Company advises the Staff that Canopy USA is currently a holding company with no external capital requirements and approximately US$23M
of cash and cash equivalents. The purpose and design of Canopy USA is to exercise the conditional THC interests and to hold a controlling financial interest in Acreage, Wana and Jetty. The structure enables Canopy USA shareholders to realize
the benefits from the ongoing operations of these businesses and from managing these businesses on a consolidated basis, which is expected to provide additional financial benefits through revenue and cost synergies. It is anticipated that Canopy USA
will be able to generate sufficient funds from its own operations without the necessity to raise additional debt or equity capital from third-parties.

 U.S. Securities and Exchange Commission

August 11, 2023

  Page
 3

 The Company initially designed the Canopy USA structure to provide for a newly created special purpose
vehicle, Canopy USA, with a dual class share structure whereby a wholly-owned subsidiary of the Company will hold Non-Voting Shares, which do not carry any voting rights, rights to receive dividends or other
rights upon dissolution of Canopy USA and third-party investor(s) will hold all of the Canopy USA Common Shares. The Company intended to consolidate the financial statements of Canopy USA with the financial statements of the Company in order to
highlight the value attributable to its contingent interests in the United States, which the Company had previously paid significant amounts (approximately C$900 million) for the future rights to acquire such entities, but was unable to acquire such
entities as a result of the United States federal legislative stance on cannabis. The Company envisions that the proposed structure will create a streamlined approach to acquire control of Canopy USA following federal legislative reform in the
United States by converting the Non-Voting Shares held by the Company into Canopy USA Class B Shares as opposed to having to complete acquisition transactions involving five separate entities and numerous
different contractual agreements. Instead, the design of Canopy USA was intended to allow the Company to expedite the eventual acquisition process through a simple conversion of Canopy USA shares and minimize the number of contracts governing its
contingent acquisitions (from more than seven to two, being the Protection Agreement and the Amended and Restated Limited Liability Company Agreement) and the number of counterparties (from five to one, being Canopy USA) while simultaneously
reducing costs at the Company incurred in managing its portfolio of interests in the United States by allowing the entities within that portfolio to achieve synergies to both increase revenue and decrease costs.

The Nasdaq raised concerns with the initial design of Canopy USA. In order to address the concerns of Nasdaq, the Company would not be able to recognize one
of its original objectives in the design of Canopy USA – namely, obtaining a controlling financial interest which would result in the consolidation of the financial statements of Canopy USA with the financial statements of the Company in order
to highlight the value attributable to its contingent interests in the United States. As a result, Canopy USA was required to negotiate with third-parties to, among other things, increase the ownership, risk and exposure of third-party investors. In
doing so, Canopy USA had extensive negotiations with various potential third-party investors seeking an additional investment of US$20 million.

Following extensive negotiations, the Trust expressed its desire to invest up to US$20 million in Canopy USA; given the speculative nature of the value
in Canopy USA, the Trust deemed that the risk warranted significant upside in the event that there was appreciation in the value of Canopy USA. This resulted in the Trust insisting upon various tranches of investment to the Trust Transaction along
with warrant coverage (at varying exercises prices) as well as additional options to invest incremental amounts. The ultimate result of the redesign of Canopy USA was that considerable economics and potential upside was transferred from the Company
to the Trust in order to secure the US$20 million investment in Canopy USA. Accordingly, and contrary to the Company’s initial purpose and design with respect to the Canopy USA structure, the Trust will have significant ownership and
influence over Canopy USA upon completion of the Trust Transaction, which, among other things, may significantly dilute the Company’s ownership interest in Canopy USA following the completion of the Trust Transaction. The Company is cognizant
that there can be no assurance that the Trust’s interests will align with the interests of Canopy or other shareholders of Canopy USA and included a risk factor to this effect in Amendment No. 3 (which can be found on page 38 of
Amendment No. 4).

 Canopy USA’s activities relate to the activities of the conditional THC interests once the acquisitions are closed, i.e. the
production, processing, licensing and sale of cannabis products. The contracts that are entered into relate to sales contracts with customers, purchase and supply contracts, licensing agreements, general purchase terms and conditions. As such,
Canopy USA is exposed to:

 U.S. Securities and Exchange Commission

August 11, 2023

  Page
 4

•

 Price risk: Each of the independent business units produce their own (cannabis) products (as set forth
below). As such, Canopy USA is exposed to the risk of fluctuations in the prices of raw material (including cannabis) and assets that are required to produce these products.

•

 Operations risk: Each of the conditional THC interests have their own operations:

•

 Acreage: cannabis cultivation and operating retail facilities in multiple states in the U.S.

•

 Wana: manufacturing, licensing, and sale of cannabis gummies across North America.

•

 Jetty: production and sale of cannabis extracts and the pioneering of clean vape technology.

 Accordingly, each of these operations is subject to operating risks including sales volumes and pricing and fluctuations
in operating costs, including labor costs.

 Canopy USA is expected to diffuse the individual expenses and to find synergies across these entities by
passing the price and operating risk through to its variable interest holders.

5.
 Explain how each of the activities you have identified on page 14 of your response as most significantly
impacting Canopy USA’s economic performance have been determined in the context of the purpose and design of Canopy USA. In relation to these identified activities, please also provide further discussion of the following:

•

 Operating Budget

•

 Expand upon how the operating budget impacts current operation decisions and Canopy USA’s economic
performance, including the decision to exercise the various conditional THC interests.

•

 We note on page 10 that Canopy Sub is no longer required to approve Canopy USA’s annual business plan.
Clarify the process by which the operating budget is prepared, provided and voted upon, including the specific parties involved.

•

 Selecting Managers and Determining Compensation

•

 Clarify how selecting managers and determining compensation impacts the economic performance, including a
discussion of the roles/responsibilities of the managers.

 Response: In determining the activities that most significantly
impact Canopy USA’s economic performance in the context of the purpose and design of Canopy USA, the Company advises the Staff that:

Activity 1: The exercise of the above-described conditional THC interests, which will require funding from Canopy Growth to do so, since
the consideration to be issued for the exercise of these interests is additional common shares of Canopy Growth or, in certain circumstances, an option for Canopy USA to pay in cash or cause Canopy Growth to issue additional common shares.

 U.S. Securities and Exchange Commission

August 11, 2023

  Page
 5

 As described above in response to the Staff’s Question 4, the purpose of Canopy USA is to exercise the
conditional THC interests and, as such, its purpose is to have direct ownership interest in Acreage, Wana, Jetty and TerrAscend. Once Canopy USA exercises its options to acquire the conditional THC interests, Canopy USA is expected to have a
controlling interest in Acreage, Wana and Jetty and a direct ownership interest in TerrAscend. The exercise of the conditional THC interests is significant and necessary to Canopy USA accomplishing its purpose and design.

Activity 2: The management of ongoing operations, including the establishment of an operating budget to achieve operating objectives –
which will include driving revenue growth both through Canopy USA’s current portfolio (Acreage, Wana and Jetty) as well as licensing opportunities. Examples of such decisions which will be made by the holders of the Canopy USA Class A
Shares include aligning on routes to market in various states, manufacturing and sourcing decisions for cannabis products, the creation of a single commercial organization to support the Canopy USA businesses, and alignment on centralized
back-office support functions.

 Pursuant to Section 7.01 of the Amended and Restated Limited Liability Company Agreement,
“the business and affairs of [Canopy USA] shall be managed, operated, and controlled by or under the direction of the board of managers, and the Board shall have, and is hereby granted, the full and complete power, authority, and discretion
for, on behalf of, and in the name of the [Canopy USA], to take such actions as it may in its sole discretion deem necessary or advisable to carry out any and all of the objectives and purposes of the [Canopy USA], to exercise any rights and powers
granted to the [Canopy USA] under this Agreement, and to exercise all power and authority vested in managers under the Delaware Act, in each case subject only to the terms of this Agreement.”

Until the conditional THC interests are exercised, it is not anticipated that any substantive decision will be required of Canopy USA since there are no
current employees or business operations, and it is merely a holding company. However, at all time, to the extent any decisions are required to manage and direct the operations of Canopy USA, the Canopy USA board of managers will make any such
decisions necessary for its ongoing operations.

 Once the conditional THC interests are exercised, the Canopy USA board of managers is expected to make
decisions for Canopy USA and manage the business operations of Acreage, Wana and Jetty, including the establishment of an annual business plan and operating budget. The annual business plan and operating budget will govern how Canopy USA operates
and manages its activities by setting financial targets for the consolidated Canopy USA business, including sales volumes, geographic distribution, production forecasts, licensing arrangements and eliminating redundancies between the different
entities in order to achieve synergies across the Canopy USA portfolio. As such, the annual business plan and associated operating budget will address the ris

CORRESP
1
filename1.htm

CORRESP

 Canopy Growth Corporation

1 Hershey Drive

 Smiths Falls, ON
K7A 0A8

 July 26, 2023

 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 July 19, 2023

File No. 333-273319

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. 333-273319) of the Company, filed with the U.S. Securities and Exchange Commission on July 19, 2023 (the “Registration
Statement”), be accelerated so that the Registration Statement shall become effective at 4:00 p.m. (Eastern Time) on July 28, 2023, 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

United States securities and exchange commission logo
July 25, 2023
David Klein
Chief Executive Officer
Canopy Growth Corporation
1 Hershey Drive
Smiths Falls, Ontario, Canada K7A 0A8
Re:Canopy Growth Corporation
Registration Statement on Form S-1
Filed July 19, 2023
File No. 333-273319
Dear David Klein:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  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.
            Please contact Alan Campbell at 202-551-4224 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Yariv Katz

United States securities and exchange commission logo
June 23, 2023
David Klein
Chief Executive Officer
Canopy Growth Corporation
1 Hershey Drive
Smiths Falls, Ontario, K7A 0A8
Re:Canopy Growth Corporation
Amendment No. 3 to Preliminary Proxy Statement on Schedule 14A
Filed May 22, 2023
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.
Amendment No. 3 to Preliminary Proxy Statement on Schedule 14A
Letter to Shareholders, page i
1.Please revise your letter to shareholders to discuss risks to Canopy's shareholders if
Canopy USA operates as a non-consolidated subsidiary that is not controlled by Canopy.
In your revisions, please discuss the possibility that Canopy would be unable to prevent
Canopy USA from taking actions that do not maximize shareholder value and that the
managers of Canopy USA could take actions that are contrary to the interests of Canopy
and its shareholders.
Overview of Exchangeable Shares, page i
2.We note your disclosure on page ii that you have implemented certain changes to the
initial structure of Canopy Growth Corporation’s ("Canopy's") interests in Canopy USA,
LLC ("Canopy USA") to ensure that Canopy will not be required to consolidate the
financial results of Canopy USA in accordance with U.S. GAAP.  We also note the

 FirstName LastNameDavid Klein
 Comapany NameCanopy Growth Corporation
 June 23, 2023 Page 2
 FirstName LastNameDavid Klein
Canopy Growth Corporation
June 23, 2023
Page 2
analysis provided in Exhibit A to your May 22, 2023 response.  Please provide the
information requested in the following comments to assist us with our analysis.
3.Provide us with a full capitalization table for Canopy USA both prior to and subsequent to
the Structural Amendments and include a transaction-level reconciliation between the two
tables. For each reconciling item, provide a detail of the fair value of consideration given
and received. For example, it appears that Ms. Whiteman received Canopy USA Shares in
exchange for an agreement to reduce the exercise price of the Wana Options; accordingly,
quantify the fair value of the shares issued to Ms. Whiteman as compared to the fair value
of the reduction in exercise price agreed to by Ms. Whiteman in return for the shares.
4.Provide us with an analysis of the “purpose and design” of Canopy USA, as well as an
analysis of the risks that Canopy USA was designed to create and pass through to its
variable interest holders, giving consideration to the factors noted in ASC 810-10-25-25.
5.Explain how each of the activities you have identified on page 14 of your response as
most significantly impacting Canopy USA’s economic performance have been determined
in the context of the purpose and design of Canopy USA. In relation to these identified
activities, please also provide further discussion of the following:
•Operating BudgetoExpand upon how the operating budget impacts current operation decisions and
Canopy USA’s economic performance, including the decision to exercise the
various conditional THC interests.
oWe note on page 10 that Canopy Sub is no longer required to approve Canopy
USA’s annual business plan.  Clarify the process by which the operating budget
is prepared, provided and voted upon, including the specific parties involved.
•Selecting Managers and Determining Compensation        oClarify how selecting managers and determining compensation impacts the
economic performance, including a discussion of the roles/responsibilities of the
managers.
6.You have identified the exercise of the conditional THC interests as being one of the
activities that most significantly impacts Canopy USA’s economic performance. Please
address the following:
•Confirm that the “conditional THC interests” are those that are listed on page 4 of
your response. Please also confirm:owhich of the conditional THC interests Canopy USA is contractually required to
exercise, and
owhich of the conditional THC interests Canopy USA has the option to exercise.
•For those conditional THC interests that will be exercised only at Canopy USA’s
option, clarify whether the Class A Managers have the ability to require Canopy USA
to exercise the options, including whether that ability gives the Class A Managers the
ability to compel Canopy USA to provide the necessary funding for the exercise of
the option. Please explain the mechanism (contractual or otherwise) that provides the
Class A Managers with these abilities.

 FirstName LastNameDavid Klein
 Comapany NameCanopy Growth Corporation
 June 23, 2023 Page 3
 FirstName LastNameDavid Klein
Canopy Growth Corporation
June 23, 2023
Page 3
7.Pursuant to ASC 810-10-25-43, provide us a robust analysis as to whether Ms. Whiteman
or the Trust is a related party (including considerations of de facto agency) of the
company.
8.Clarify the process by which disagreements between managers appointed by the Trust and
Ms. Whiteman are resolved, for those decisions which require a majority vote and for
which the manager appointed by Canopy does not get a vote (i.e., “Key Decisions”).
9.Describe to us what is required to effectuate amendments to the Operating Agreement
such that, for example, more Board seats are added, Board appoint rights are amended, the
voting mechanism for Key Decisions is changed, etc. For example, would such actions
require approval by a majority vote of shareholders holding voting shares? Further, if
Canopy converted their non-voting shares into Class B voting shares, would they be able
to make amendments to the Operating Agreement unilaterally?
10.Describe to us any contractual restrictions to Canopy converting their non-voting shares
into Class B shares, if any.  Please address the following questions:
•If Canopy did convert all non-voting shares into Class B shares, what percentage of
Canopy USA voting shares would they own?
•If Canopy were to convert all of their non-voting shares to Class B shares, would
either the Trust or Ms. Whiteman meet the thresholds required for them to maintain
their respective rights to appoint members to the Board of Directors?
•If Canopy were to convert all of their non-voting shares to Class B shares, would
Canopy have the unilateral ability to issue more Class B shares, and thus dilute the
ownership percentages held by the Trust and Ms. Whiteman?
11.You state on page 14 of your response that while the Company has the ability to covert the
Non-Voting Shares into Canopy USA Class B Shares, there are barriers to doing so.
Please elaborate on what the barriers are (either contractual, legal, or operational) to
Canopy converting their non-voting shares into Class B shares. In your response,
specifically explain why you believe that the exchange of the exchangeable shares does
not represent a substantive kick-out right, giving consideration to the guidance in ASC
810-10-25-38C. In regards to the barriers you have identified to the company exercising
its exchange option, please also address the following:
•Elaborate on why you believe each of these consequences would occur and whether
and why each of these potential consequences would arise as a result of the share
exchange resulting in an accounting conclusion that Canopy would consolidate
Canopy USA.
•Explain to us any potential alternatives available to the Company if the expected
consequences were to occur, such as potential alternative exchanges on which the
Company may be able to list (either within the US or abroad) or alternative sources of
financing.
•Clarify if the various entities for which the Company holds a THC option currently
maintain banking and insurance relationships and if those entities currently have
similar concerns about federal laws or if these concerns only exist at the level of

 FirstName LastNameDavid Klein
 Comapany NameCanopy Growth Corporation
 June 23, 2023 Page 4
 FirstName LastName
David Klein
Canopy Growth Corporation
June 23, 2023
Page 4
Canopy USA.
12.Provide insight into what management’s plans are for converting Canopy USA’s non-
voting shares into Class B shares.  Include in the response a description of potential
scenarios when the potential benefits of such conversion would outweigh the potential
consequences  (e.g., inability to list, loss of banking relationships, et. al.).
13.Tell us whether Canopy USA would be significant to Canopy Growth such that its
financial statements would be required under Rule 3-09 of Regulation S-X.  If so, explain
to us any implications to a listing on the NASDAQ.
14.Please revise your disclosure on page 20 to clearly state when the Trust will be required to
purchase each of the initial two tranches of Canopy USA Common Shares and disclose
the conditions that must be satisfied for the issuance of each tranche.
15.We note your disclosure on pages 20 and 21 that if Canopy USA does not satisfy certain
conditions, the Trust will have the right to acquire the T2 Canopy USA Shares and T2
Canopy USA Warrants on the same economic terms as the T2 Investment. Please clarify
how the economic terms of the T2 Investment differ from the initial economic terms to
acquire the T2 Canopy USA Shares and T2 Canopy USA Warrants.
Structure of Canopy USA, page 22
16.Please identify the third-party investor who holds 100,000 Canopy USA Common Shares.
General
17.Please revise your disclosure, where appropriate, to describe the material terms of the
C$100 million promissory note issued to a subsidiary of CBI that would be payable on
December 31, 2024. In your revisions, please disclose whether the note would be secured
by any of your assets.
18.Please revise your disclosure, where appropriate, to describe the material terms of the
Trust SPA, including the price per share of each tranche. Please also file the Trust SPA
prior to the meeting date.
            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,
Division of Corporation Finance
Office of Life Sciences

CORRESP
1
filename1.htm

CORRESP

 1(212) 318-6393

yarivkatz@paulhastings.com

 May 22, 2023

VIA EDGAR

 U.S. Securities and Exchange Commission

Division of Corporation Finance

 Office of Life Sciences

100 F Street, N.E.

 Washington, D.C. 20549

Attention:
 Tara Harkins

 Lynn Dicker

 Alan Campbell

 Joe McCann

Re:
 Canopy Growth Corporation

Amendment No. 2 to Preliminary Proxy Statement on Schedule 14A

Filed January 17, 2023

File No. 001-38496

Ladies and Gentlemen:

 We are in receipt of the letter dated
January 30, 2023 from the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”) with respect to the above-referenced Amendment No. 2 to Preliminary Proxy Statement on
Schedule 14A. We are responding to the Staff’s comments on behalf of Canopy Growth Corporation (“Canopy Growth” or the “Company”) as set forth below. Simultaneously with the submission of this letter, the
Company is publicly filing via EDGAR an Amendment No. 3 to the Preliminary Proxy Statement (“Amendment No. 3”) responding to the Staff’s comments and updating the Preliminary Proxy Statement.

The Company’s responses set forth in this letter are numbered to correspond to the numbered comments in the Staff’s letter. For ease of reference,
we have set forth each of the Staff’s comments in italics below followed by the Company’s response to each comment. All capitalized terms used herein but not defined herein have the meanings assigned to such terms in Amendment No. 3
and all page number references are to the page numbers of Amendment No. 3.

 Amendment No. 2 to Preliminary Proxy Statement on Schedule 14A

 Letter to Shareholders, page i

1.
 We refer to prior comment 7. Please revise your letter to shareholders to explain whether Canopy USA will have
the ability to dividend funds to Canopy while the Non-Voting Share structure is in place and whether Canopy will have the ability or obligation to provide funds to Canopy USA.

Response: The Company has revised the disclosure on pages i, iii, 22 and 24 of Amendment No. 3 in response to the
Staff’s comment.

 U.S. Securities and Exchange Commission

May 22, 2023

 Page 2

2.
 We note your revised disclosures in response to prior comment 2. With reference to your disclosure at the
bottom of page 30, please revise the letter to shareholders to provide context by explaining that if the acquisitions are undertaken, the United States Department of Justice could allege that Canopy, its Board and potentially its Shareholders
“aided and abetted” violations of U.S. federal law.

 Response: The Company has revised the disclosure on page ii of
Amendment No. 3 in response to the Staff’s comment.

3.
 We note your response to prior comment 9. Please file the Operating Agreement prior to the meeting date and
revise the proxy statement to identify the Managing Member of VCo Ventures.

 Response: The Company advises the Staff that it
has filed the Amended and Restated Limited Liability Company Agreement of Canopy USA (the “Amended and Restated Operating Agreement”) in a Current Report on Form 8-K (the “8-K”) filed with the Commission on May 22, 2023. In addition, the Company has disclosed the identity of the member of VCo Ventures in its quarterly report on Form
10-Q for the quarter ended December 31, 2022, filed with the Commission on February 9, 2023. The Company also advises the Staff that VCo Ventures is no longer a shareholder of Canopy USA.
Accordingly, the identity of the Managing Member of VCo Ventures has not been disclosed in Amendment No. 3.

4.
 We note your revised disclosures in response to prior comment 14. Based on your disclosure on page ii and
your response, it appears that there is a reasonable likelihood that your common stock will be delisted from Nasdaq if you pursue the transaction as structured and there is no indication that another national securities exchange would list the
securities. Accordingly, we reissue prior comment 14.

 With regard to the last paragraph of your response, we note
that your proxy statement does not discuss a plan to restructure the transaction to avoid Nasdaq delisting and instead contemplates that you would likely begin quotation on the OTCQX Best Market. To the extent that your plan is to restructure the
transaction to avoid Nasdaq delisting, then please substantially revise the proxy statement to explain the amended transaction structure, including your amended interest in Canopy USA and the revised terms of the Protection Agreement and the Canopy
USA operating agreement. Also, disclose whether you have discussed the revised structure with Nasdaq. With reference to Comment 28 from our November 22, 2022 letter, please note that we may have additional comments once we see your revised
proxy disclosure.

 Response: The Company has revised the disclosure on pages ii, iii, iv, vi and 16 through 24 of Amendment No. 3 in
response to the Staff’s comment. As further described in Amendment No. 3, the Company and Canopy USA restructured the Company’s interests in Canopy USA to ensure that Canopy Growth would not be required to consolidate the financial
results of Canopy USA with the Company’s financial statements by, among other things (collectively, the “Structural Amendments”): (i) reducing the Company’s economic interest in Canopy USA to no greater than 90%; (ii)
reducing the number of managers on Canopy USA’s board of managers from four to three, as well as reducing the Company’s nomination right to a single manager; (iii) modifying the terms of the initial Protection Agreement and Canopy
USA’s Limited Liability Company Agreement in order to eliminate certain negative covenants that were previously granted by Canopy USA in favor of the Company, including ensuring the authority to make key decisions in respect of Canopy USA rests
solely with non-Canopy Growth shareholders; and (iv) amending the terms of any

 U.S. Securities and Exchange Commission

May 22, 2023

 Page 3

agreements with third-party investors in Canopy USA to, among other things, eliminate any guaranteed returns. In connection with the Structural Amendments,
the Company advises the Staff that it has filed the Amended and Restated Operating Agreement and the Amended and Restated Protection Agreement in the 8-K. Nasdaq has confirmed that they do not have concerns
with the revised structure and, as a result, there is no longer a reasonable likelihood that the common shares of the Company will be delisted from Nasdaq (and accordingly, we have removed, among other things, the related risk factor). The Company
has attached as Exhibit A to this letter the analysis describing why the Company concluded that the financial results of Canopy USA are not required to be consolidated into the Company’s financial statements under U.S. GAAP, an earlier
iteration of which was previously provided to Nasdaq.

 *********

If you have any questions concerning Amendment No. 3 or require any additional information, please do not hesitate to contact me at (212) 318-6393 or yarivkatz@paulhastings.com or Keith Pisani at (212) 318-6053 or keithpisani@paulhastings.com.

 Sincerely,

Yariv C. Katz

 of PAUL HASTINGS LLP

cc:
 David Klein, Chief Executive Officer, Canopy Growth Corporation

Christelle Gedeon, Chief Legal Officer, Canopy Growth Corporation

Keith D. Pisani, Esq., Paul Hastings LLP

KPMG LLP

 Jonathan Sherman,
Cassels Brock & Blackwell LLP

 EXHIBIT A

The Company is providing the following analysis describing why the Company concluded that consolidation of Canopy USA is not required under
U.S. GAAP (all amounts are in USD$):

 Original Transaction Structure

On October 24, 2022, Canopy Growth Corporation (“Canopy”) completed an internal reorganization (the “Reorganization”)1 whereby it formed Canopy USA, LLC (“Canopy USA”) and transferred Canopy’s conditional THC interests in the United States with a fair value of $232 million to Canopy USA. The
primary objective of the Reorganization is to maximize the value of Canopy’s conditional THC interests in the United States while maintaining compliance with all laws and regulations in the regions in which Canopy conducts business.

In exchange for transferring the conditional THC interests in the United States as part of the Reorganization, Canopy received exchangeable shares (the “Non-Voting Shares”) in Canopy USA. The Non-Voting Shares do not carry voting rights, nor do they have rights to receive dividends or other rights upon dissolution
of Canopy USA. The Non-Voting Shares are, however, exchangeable into Class A common shares of Canopy USA (the “Canopy USA Class A Shares”) at any time on a 1:1 basis.2 In addition, Canopy holds debt with a principal amount of $198 million owed by certain wholly-owned subsidiaries of Canopy USA.

In summary, as of October 24, 2022, Canopy USA held, directly or indirectly, the following conditional THC interests (fair values below are also as of
October 24, 2022):

a)
 Canopy USA owns all of the shares of Canopy Elevate I LLC, Canopy Elevate II LLC and Canopy Elevate III LLC
(collectively, the “Canopy Elevate Entities”), which hold the rights to acquire (collectively, the “Wana Options”) all of the issued and outstanding securities of Mountain High Products, LLC, Wana Wellness, LLC and The Cima
Group, LLC (collectively, “Wana”) with a fair value of $23.5 million;

b)
 Canopy USA owns all of the shares of Canopy Oak, LLC (“Canopy Oak”), which holds the rights (the
“Jetty Options”) to acquire all of the issued and outstanding shares of Lemurian, Inc. (“Jetty”) with a fair value of $69.3 million;

c)
 Canopy USA holds the right to acquire 19.99% of the membership interests of Cultiv8 Interests, LLC, a warrant
to acquire 15% of the common units of Strix II, LLC and a secured debenture in the amount of up to $100 million issued by a subsidiary of Acreage Holdings, Inc. (“Acreage”) with fair values of $1.8 million, $5 million and
$18.6 million respectively; and

d)
 Canopy USA is the general partner of various limited partnerships that own and control the TerrAscend assets
with a fair value of $114 million.

 On October 24, 2022, Canopy USA issued 1,000,000 Canopy USA Class A Shares to VCo
Ventures LLC, a shareholder of Jetty (the “Prior Investor”) for a subscription price of $1 million in the aggregate. On May 18, 2022, Canopy Oak acquired the Jetty Options, pursuant to which, Canopy Oak has the right to acquire,
upon federal permissibility of THC in the U.S. or earlier at Canopy Oak’s election, up to 100% of Jetty. As such, the Prior Investor is an entity with whom Canopy has a pre-existing business relationship
as mentioned above.

1
 The Reorganization has been completed for the purpose of accelerating Canopy’s entrance into the U.S.
cannabis market, as is further detailed in Canopy’s amended proxy statement dated January 13, 2023 https://www.sec.gov/Archives/edgar/data/1737927/000119312523008524/d370256dprer14a.htm

2
 An unlimited number of Canopy USA Class A Shares are authorized for issuance.

 Canopy USA held a call right (the “Investor Repurchase Right”) to repurchase all shares of Canopy
USA that have been issued to the Prior Investor at any time on or before March 31, 2023 at the initial subscription price, being $1 million in the aggregate. The Investor Repurchase Right could also be exercised any time after the 18-month anniversary of closing at a price per Canopy USA Class A Share equal to the greater of fair market value as determined by an appraiser appointed by Canopy USA and $2 million in the aggregate. The
Prior Investor was also granted a put right following Canopy’s conversion of the Non-Voting Shares into Canopy USA Class A Shares on the same terms and conditions as the Investor Repurchase Right.
For the avoidance of doubt, it should be noted that the Prior Investor’s put right could only be exercised after Canopy had elected to exchange its Non-Voting Shares for Canopy USA Class A
Shares; in other words, only after Canopy has voting control of Canopy USA.

 As of October 24, 2022, the Prior Investor held all of the
outstanding Canopy USA Class A Shares and Canopy held all of the issued and outstanding Non-Voting Shares (99.3% on an as converted basis).

On October 24, 2022, Canopy also entered into an agreement to amend the option to acquire Wana (the “Wana Option Amendment”). On
October 14, 2021, Canopy and Wana announced the Wana Options, pursuant to which the Canopy Elevate Entities have the right, upon federal permissibility of THC in the U.S., to acquire 100% of Wana. As a result of this amendment, Nancy Whiteman
(who is the sole shareholder of Wana) will receive (i) Canopy USA Class A Shares and (ii) common shares of Canopy in exchange for agreeing to reduce the future payments3 owed in connection with
the exercise of the Wana Options to $3.00 (the “Wana Amendments”). The value of the Canopy USA Class A Shares to be issued to Ms. Whiteman (or entities controlled by Ms. Whiteman) will, in aggregate, be equal to 7.5% of the value of Wana
(less Wana’s net debt plus Wana’s net cash). Common shares of Canopy with the same value will also be issued to Ms. Whiteman (or entities controlled by Ms. Whiteman).

The shares will only be issued to Ms. Whiteman after completing the valuation of Wana. The Canopy USA Class A Shares were initially intended to be
subject to a repurchase right (the “Whiteman Repurchase Right”) at any time on or before March 31, 2023 at a price equal to the price of the Canopy USA Class A Shares initially issued to Ms. Whiteman on closing. The Whiteman
Repurchase Right was initially exercisable at any time after the 24 month anniversary of the issuance of the Canopy USA Class A Shares to Ms. Whiteman at a price per Canopy USA Class A Share equal to the greater of (i) the fair
market value of the Canopy USA Class A Shares as determined by two or more appraisers and (ii) the initial subscription price multiplied by an accrued annual interest rate of 10%. On May 19, 2023, the Wana Amendments were further
revised such that the Whiteman Repurchase Right is only exercisable at any time after the 36 month anniversary of the issuance of the Canopy USA Class A Shares to Ms. Whiteman at a price per Canopy USA Class A Share equal to the fair
market value of the Canopy USA Class A Shares as determined by two or more appraisers. There is also a put right on the same economic terms and conditions as the Whiteman Repurchase Right that can be exercised on the earlier of (a) the
date Canopy has exchanged its Non-Voting Shares for Canopy USA Class B Shares or (b) with six months’ advanced written notice, provided that such notice can only be provided on or after the 18
month anniversary of the date that the Canopy USA Class A Shares are initially issued to Ms. Whiteman.

3
 The ‘future payments’ refers to the exercise price of the Wana Options, being 15% of the fair market
value of Wana on the date of exercise of the Wana Options and does not include the deferred payments that were also amended by this amending agreement but remain as obligations in connection with the original purchase of the Wana Options.

 2

 In addition to the conditional THC interests contributed to Canopy USA, Canopy held options to acquire 100%
of the shares of Acreage by way of a court-approved plan of arrangement previously executed in 2019 and 2020 (“Fixed Share Arrangement”), which provided for the acquisition of both the Class E subordinate voting shares (the
“Fixed Shares”) and an option to acquire the Class D subordinate voting shares (the “Floating Shares”) of Acreage. Canopy has disclosed in its proxy filings that the option to acquire the Fixed Shares will be exercised in
connection with the creation of Canopy USA and that on closing of the acquisition, the Fixed Shares will be registered in the name of Canopy USA and Canopy USA will issue additional Non-Voting Shares to
Canopy. As such, Canopy intends to issue common shares directly to Acreage’s shareholders on closing in a

United States securities and exchange commission logo
January 30, 2023
David Klein
Chief Executive Officer
Canopy Growth Corporation
1 Hershey Drive
Smiths Falls, Ontario, K7A 0A8
Re:Canopy Growth Corporation
Amendment No. 2 to Preliminary Proxy Statement on Schedule 14A
Filed January 17, 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.
Amendment No. 2 to Preliminary Proxy Statement on Schedule 14A
Letter to Shareholders, page i
1.We refer to prior comment 7.  Please revise your letter to shareholders to explain whether
Canopy USA will have the ability to dividend funds to Canopy while the Non-Voting
Share structure is in place and whether Canopy will have the ability or obligation to
provide funds to Canopy USA.
2.We note your revised disclosures in response to prior comment 2.  With reference to your
disclosure at the bottom of page 30, please revise the letter to shareholders to provide
context by explaining that if the acquisitions are undertaken, the United States Department
of Justice could allege that Canopy, its Board and potentially its Shareholders “aided and
abetted” violations of U.S. federal law.

 FirstName LastNameDavid Klein
 Comapany NameCanopy Growth Corporation
 January 30, 2023 Page 2
 FirstName LastName
David Klein
Canopy Growth Corporation
January 30, 2023
Page 2
Structure of Canopy USA, page 19
3.We note your response to prior comment 9.  Please file the Operating Agreement prior to
the meeting date and revise the proxy statement to identify the Managing Member of VCo
Ventures.
General
4.We note your revised disclosures in response to prior comment 14. Based on your
disclosure on page ii and your response, it appears that there is a reasonable likelihood
that your common stock will be delisted from Nasdaq if you pursue the transaction as
structured and there is no indication that another national securities exchange would list
the securities. Accordingly, we reissue prior comment 14.

With regard to the last paragraph of your response, we note that your proxy statement
does not discuss a plan to restructure the transaction to avoid Nasdaq delisting and instead
contemplates that you would likely begin quotation on the OTCQX Best Market. To the
extent that your plan is to restructure the transaction to avoid Nasdaq delisting, then please
substantially revise the proxy statement to explain the amended transaction structure,
including your amended interest in Canopy USA and the revised terms of the Protection
Agreement and the Canopy USA operating agreement.  Also, disclose whether you have
discussed the revised structure with Nasdaq.  With reference to Comment 28 from our
November 22, 2022 letter, please note that we may have additional comments once we see
your revised proxy disclosure.
            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,
Division of Corporation Finance
Office of Life Sciences
cc:       Yariv Katz

CORRESP
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yarivkatz@paulhastings.com

 January 13, 2023

VIA EDGAR

 U.S. Securities and Exchange Commission

Division of Corporation Finance

 Office of Life Sciences

100 F Street, N.E.

 Washington, D.C. 20549

Attention: Tara Harkins

        Lynn Dicker

        Alan Campbell

        Joe McCann

Re:
 Canopy Growth Corporation

Amendment No. 1 to Preliminary Proxy Statement on Schedule 14A

Filed December 12, 2022

File No. 001-38496

Ladies and Gentlemen:

 We are in receipt of the letter dated
December 27, 2022 from the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”) with respect to the above-referenced Amendment No. 1 to Preliminary Proxy Statement on
Schedule 14A. We are responding to the Staff’s comments on behalf of Canopy Growth Corporation (“Canopy Growth” or the “Company”) as set forth below. Simultaneously with the submission of this letter, the
Company is publicly filing via EDGAR an Amendment No. 2 to the Preliminary Proxy Statement ( “Amendment No. 2”) responding to the Staff’s comments and updating the Preliminary Proxy Statement.

The Company’s responses set forth in this letter are numbered to correspond to the numbered comments in the Staff’s letter. For ease of reference,
we have set forth each of the Staff’s comments in italics below followed by the Company’s response to each comment. All capitalized terms used herein but not defined herein have the meanings assigned to such terms in Amendment No. 2
and all page number references are to the page numbers of Amendment No. 2.

 Amendment No. 1 to Preliminary Proxy Statement on Schedule 14A

 Letter to Shareholders, page i

1.
 Revise the second paragraph of the Overview section of the letter to clarify what it means to
“accelerate entry into the U.S. Cannabis market.” With reference to your disclosures on pages 13, 26 and elsewhere, please revise to explain that the newly formed Canopy USA entity would acquire U.S. cannabis businesses that engage in the
cultivation, processing and/or distribution of cannabis in the United States, which violates U.S. federal laws.

 Response:
The Company has revised the disclosure on page i in response to the Staff’s comment.

 U.S. Securities and Exchange Commission

January 13, 2023

  Page
 2

2.
 We note your revised disclosure in response to prior comment 2 and reissue the comment with respect to the
purpose(s) of the new class of Exchangeable Shares. Clarify why it is important to give all Canopy shareholders the opportunity to “self-assess their level of comfort with the Company’s exposure to the United States cannabis market.”
With reference to the disclosure in the second paragraph on page 27, it is unclear whether the new class of securities is designed to reduce legal risks to shareholders.

Response: The Company advises the Staff that, as a result of the novelty of the structure associated with Canopy USA and the fact that compliance with
Applicable Federal Law by its nature necessitates interpretations of Applicable Federal Law that may differ between legal counsel and/or regulators, it was important for the Company to give all shareholders the opportunity to self-assess their level
of comfort with the Company’s strategy. The Company has revised the disclosure on page i in response to the Staff’s comment.

3.
 Please revise the third paragraph of the Overview to explain why it is prudent to provide institutional
shareholders, such as Constellation, with the option to convert their Shares into Exchangeable Shares. With reference to your response to prior comment 26, please identify the “regulatory compliance” sought by Constellation and the
“regulatory reasons” that might force a Canopy shareholder to divest their equity interest in the company. In this regard, it should be clear whether institutional shareholders face different or enhanced risks as compared to retail
investors.

 Response: The Company has revised the disclosure on pages i and ii in response to the Staff’s comment.

4.
 We note your responses to prior comments 6 and 26. Please clarify your disclosure in the third paragraph of
the Overview section by explaining, if true, that Nasdaq has stated its objection to your plan to consolidate the financial results of Canopy USA in the event that Canopy USA closes on the acquisition of Wana, Jetty or the Fixed Shares of Acreage
because listed companies that consolidate revenues from activities that violate federal law cannot continue to list on Nasdaq. Given that these acquisitions are conditioned on shareholder approval of the Amendment Proposal, highlight that
shareholder approval of the Amendment Proposal could facilitate the delisting of your common shares from Nasdaq and describe briefly the negative consequences resulting from such delisting.

Response: The Company has revised the disclosure on page ii in response to the Staff’s comment.

5.
 We note references to your “interpretation of U.S. law” in the third and fourth paragraphs of the
Overview section of the letter; however, you do not state clearly your interpretation or explain how that interpretation relates to the steps you are taking and the decisions that shareholders will make when voting on the Amendment Proposal and
determining whether to convert their common shares to exchangeable shares.

 Response: The Company has revised the disclosure
on pages i and ii in response to the Staff’s comment.

 U.S. Securities and Exchange Commission

January 13, 2023

  Page
 3

6.
 Please revise the disclosure at the bottom of page i and top of page ii to explain briefly the degree of
control that Canopy will have over the Canopy USA entity and its US cannabis operations. With reference to your response to prior comment 28 and your disclosure on page 18, please explain that Canopy has power over Canopy USA even though Canopy does
not have the ability to direct the business operations or activities of Canopy USA while it holds Non-Voting Shares. Clarify that Canopy USA managers do not have any fiduciary duties to the Canopy
shareholders.

 Response: The Company has revised the disclosure on pages ii and iii in response to the Staff’s comment.

7.
 We re-issue prior comment 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. In your revisions, please also explain whether Canopy USA will have the ability to dividend funds to Canopy while the
Non-Voting Share structure is in place, and whether Canopy will have the ability or obligation to provide funds to Canopy USA.

Response: The Company has revised the disclosure on pages iv and 26 in response to the Staff’s comment.

8.
 We re-issue prior comment 5. We note your statements here and
throughout your document describing the highlights and potential benefits of your strategy. Please clearly clarify throughout whether you believe you can realize the benefits of this strategy while cannabis remains federally illegal in the U.S.

 Response: The Company has revised the disclosure on pages iv and 26 in response to the Staff’s comment.

Structure of Canopy USA, page 17

9.
 We note your responses to prior comments 19 and 23. Please provide us copies of the Protection Agreement and
the Canopy USA Operating Agreement.

 Response: The Company is supplementally providing the Staff with these agreements
pursuant to the Commission’s Rule 83. (17 CFR 200.83) and has marked the Protection Agreement to reflect the terms the Company expects to redact when that agreement is publicly filed.

Reasons for the Transaction and Recommendation of the Board, page 22

10.
 We note your response to prior comment 24. Please revise to present net income (loss). To the extent that
gross profit is a non-GAAP measure, please either remove this measure or provide a reconciliation.

 U.S. Securities and Exchange Commission

January 13, 2023

  Page
 4

 Response: The Company has revised the disclosure on page 26 to present net loss. In addition, the
Company has revised the disclosure on page 26 to refer to “gross margin”, which is not a non-GAAP financial measure.

Exchangeable Shares, page 24

11.
 Please revise to disclose whether the Exchangeable Shares will be certificated and whether holders can sell
or transfer them.

 Response: The Company has revised the disclosure on page 28 in response to the Staff’s comment.

Cannabis is a controlled substance in the United States..., page 26

12.
 Your disclosure indicates that you believe that Canopy “currently” complies with all applicable
laws and regulations. Please expand the risk factor disclosure to clarify in the event that Canopy USA acquires the U.S. entities whether you believe (i) Canopy would continue to comply with all applicable laws and regulations and
(ii) Canopy USA would comply with all applicable laws and regulations.

 Response: The Company has revised the disclosure
on page 30 in response to the Staff’s comment.

 Risk Factors Relating to the Amendment Proposal, page 26

13.
 We note the disclosure on page i explaining that the reorganization provides an “economic and voting
barrier” between: (i) Canopy and Canopy USA and (ii) Canopy shareholders and Canopy USA. We also note your reference to a “protective layer” on pages ii and 22. With a view to disclosure, please tell what basis, if any,
there is to believe that the economic and voting barriers will reduce legal risk to (i) Canopy and (ii) Canopy holders who elect to convert their common shares into exchangeable shares. In your response, please discuss relevant laws and
legal precedent.

 Response: The Company advises the Staff that based on the advice of the Company’s legal advisors, the
transaction structure, which includes Canopy holding non-voting and non-participating Non-Voting Shares was intended to
(i) permit Canopy to remain able to represent that it complies with U.S. federal criminal law, particularly direct or indirect violations of the Controlled Substances Act (collectively, “Applicable Federal Law”); and (ii) ensure
that (a) Canopy does not, directly or indirectly, violate Applicable Federal Law; (b) Canopy will not directly violate U.S. federal law as it does not cultivate, distribute, sell, or possess cannabis in the United States; (c) Canopy
does not violate indirect federal law (such as aiding and abetting, conspiracy, or Racketeer Influenced and Corrupt Organizations (RICO) Act) because it does not control or profit from companies that cultivate, distribute, sell, or possess cannabis
in the United States; and (d) Canopy does not violate anti-money laundering laws because no funds will flow from entities that cultivate, distribute, sell, or possess cannabis in the United States to Canopy. In particular, based on the advice
of the Company’s legal advisors, this will not be impacted in the event that Canopy USA acquires Acreage, Wana or Jetty, exercises the Cultiv8 Option or converts the TerrAscend Exchangeable Shares into common shares of TerrAscend if Canopy
continues to hold the Non-Voting Shares. As a result of the transaction structure vis-à-vis Canopy USA, Canopy is offering
a comparable ownership structure to its shareholders in the event that shareholders believe that Canopy

 U.S. Securities and Exchange Commission

January 13, 2023

  Page
 5

violates Applicable Federal Law and would prefer to hold non-voting and non-participating Exchangeable Shares.
Accordingly, based on the advice of its legal advisors, the Company is of the view that the economic and voting barriers reduces legal risk to Canopy and its shareholders and that shareholders who elect to convert their common shares into
Exchangeable Shares are further insulated from any potential legal risk. The Company has revised the disclosure on pages ii, 2, 24 and 25 in response to the Staff’s comment.

General

14.
 We note your response to prior comment 26. However, we do not agree with your conclusion that Rule 13e-3 does not apply to the Amendment Proposal. In this regard, both 13e-3(a)(3)(i)(C) and 13e-3(a)(3)(ii)(B) are applicable.
Accordingly, please comply with all requirements of Rule 13e-3, including the filing of a Schedule 13E-3. In addition, we note that safe harbor protections for
forward-looking statements contained in the federal securities laws do not apply to statements made in connection with Rule 13e-3 transactions. Refer to Question 117.05 of the Going Private Transactions,
Exchange Act Rule 13e-3 and Schedule 13E-3 Compliance and Disclosure Interpretations (January 26, 2009) available at www.sec.gov. Please revise your disclosure on pages 1-2 accordingly.

 Response: The Company respectfully submits that Rule 13e-3 is not applicable to the solicitation of votes to create the Exchangeable Shares because, for the reasons set forth below, it does not believe that the creation of the Exchangeable Shares has a reasonable
likelihood of causing the Shares to be delisted from Nasdaq.

 Representatives of Nasdaq have expressed that the exchange was comfortable with the
formation of Canopy USA, the transfer of the Structured U.S. Investments and the holding of Non-Voting Shares and that their concern is solely with respect to the financial consolidation of Canopy USA.
Representatives of Nasdaq have also indicated that Nasdaq Rule 5205(c) requires Nasdaq to determine compliance with the listing standards based on a company’s financial statements. The Company disagrees with Nasdaq’s application of Nasdaq
Rule 5205(c) since Nasdaq Rule 5205(c) merely refers to a company’s initial listing and continued listing qualifications expressly enumerated in the Nasdaq Rules and does not address the matter of the legality of the revenues reported within a
Company’s financial statements.

 The Company advises the Staff that based on the advice of the Company’s legal advisors, the transaction
structure was intended to (i) permit the Company to remain able to represent that it complies with Applicable Federal Law; and (ii) ensure that (a) the Company does not, directly or indirectly, violate Applicable Federal Law;
(b) the Company will not directly violate U.S. federal law as the Company does not cultivate, distribute, sell, or possess cannabis in the United States; (c) the Company does not violate indirect federal law (such as aiding and abetting,
conspiracy, or Racketeer Influenced and Corrupt Organizations (RICO) Act) because the Company does not control or profit from companies that cultivate, distribute, sell, or possess cannabis in the United States; and (d) the Company does not
violate anti-money laundering laws because no funds will flow from entities that cultivate, distribute, sell, or possess cannabis in the United States to the Company. Accordingly, the Company intends to continue its dialogue with Nasdaq Regulation
as it believes that the “qualifications” referenced in Nasdaq Rule 5205(c) cannot refer to a standard that does not exist within the Nasdaq Rules nor, intuitively, can accounting treatment form the basis for a conclusion with respect to
compliance with laws.

 U.S. Securities and Exchange Commission

January 13, 2023

  Page
 6

 The Company is hopeful that another exchange will seek to determine the Company’s compliance with its
listing requirements on the basis of applicable laws. In the event that neither Nasdaq nor another exchange is comfortable with financial consolidation of Canopy USA and Nasdaq initiates a delisting process, the Company intends to vigorously appeal
such a decision.

 The Company ad

United States securities and exchange commission logo
December 27, 2022
David Klein
Chief Executive Officer
Canopy Growth Corporation
1 Hershey Drive
Smiths Falls, Ontario, K7A 0A8
Re:Canopy Growth Corporation
Amendment No. 1 to Preliminary Proxy Statement on Schedule 14A
Filed December 12, 2022
File No. 001-38496
Dear David Klein:
            We have reviewed your December 12, 2022 response to our comment letter 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.  Unless we note otherwise, our references to prior comments are to comments in our
November 12, 2022 letter.
Amendment No. 1 to Preliminary Proxy Statement on Schedule 14A
Letter to Shareholders, page i
1.Revise the second paragraph of the Overview section of the letter to clarify what it means
to “accelerate entry into the U.S. Cannabis market.” With reference to your disclosures on
pages 13, 26 and elsewhere, please revise to explain that the newly formed Canopy USA
entity would acquire U.S. cannabis businesses that engage in the cultivation, processing
and/or distribution of cannabis in the United States, which violates U.S. federal laws.
2.We note your revised disclosure in response to prior comment 2 and reissue the comment
with respect to the purpose(s) of the new class of Exchangeable Shares.  Clarify why it is
important to give all Canopy shareholders the opportunity to “self-assess their level of
comfort with the Company’s exposure to the United States cannabis market.”  With
reference to the disclosure in the second paragraph on page 27, it is unclear whether the

 FirstName LastNameDavid Klein
 Comapany NameCanopy Growth Corporation
 December 27, 2022 Page 2
 FirstName LastNameDavid Klein
Canopy Growth Corporation
December 27, 2022
Page 2
new class of securities is designed to reduce legal risks to shareholders.
3.Please revise the third paragraph of the Overview to explain why it is prudent to provide
institutional shareholders, such as Constellation, with the option to convert their Shares
into Exchangeable Shares.  With reference to your response to prior comment 26, please
identify the “regulatory compliance” sought by Constellation and the “regulatory reasons”
that might force a Canopy shareholder to divest their equity interest in the company. In
this regard, it should be clear whether institutional shareholders face different or enhanced
risks as compared to retail investors.
4.We note your responses to prior comments 6 and 26. Please clarify your disclosure in the
third paragraph of the Overview section by explaining, if true, that Nasdaq has stated its
objection to your plan to consolidate the financial results of Canopy USA in the event that
Canopy USA closes on the acquisition of Wana, Jetty or the Fixed Shares of Acreage
because listed companies that consolidate revenues from activities that violate federal law
cannot continue to list on Nasdaq. Given that these acquisitions are conditioned on
shareholder approval of the Amendment Proposal, highlight that shareholder approval of
the Amendment Proposal could facilitate the delisting of your common shares from
Nasdaq and describe briefly the negative consequences resulting from such delisting.
5.We note references to your “interpretation of U.S. law” in the third and fourth paragraphs
of the Overview section of the letter; however, you do not state clearly your interpretation
or explain how that interpretation relates to the steps you are taking and the decisions that
shareholders will make when voting on the Amendment Proposal and determining
whether to convert their common shares to exchangeable shares.
6.Please revise the disclosure at the bottom of page i and top of page ii to explain briefly the
degree of control that Canopy will have over the Canopy USA entity and its US cannabis
operations.  With reference to your response to prior comment 28 and your disclosure on
page 18, please explain that Canopy has power over Canopy USA even though Canopy
does not have the ability to direct the business operations or activities of Canopy USA
while it holds Non-Voting Shares. Clarify that Canopy USA managers do not have any
fiduciary duties to the Canopy shareholders.
7.We re-issue prior comment 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. In your revisions,
please also explain whether Canopy USA will have the ability to dividend funds to
Canopy while the Non-Voting Share structure is in place, and whether Canopy will have
the ability or obligation to provide funds to Canopy USA.
8.We re-issue prior comment 5. We note your statements here and throughout your

 FirstName LastNameDavid Klein
 Comapany NameCanopy Growth Corporation
 December 27, 2022 Page 3
 FirstName LastNameDavid Klein
Canopy Growth Corporation
December 27, 2022
Page 3
document describing the highlights and potential benefits of your strategy. Please clearly
clarify throughout whether you believe you can realize the benefits of this strategy while
cannabis remains federally illegal in the U.S.
Structure of Canopy USA, page 17
9.We note your responses to prior comments 19 and 23.  Please provide us copies of the
Protection Agreement and the Canopy USA Operating Agreement.
Reasons for the Transaction and Recommendation of the Board, page 22
10.We note your response to prior comment 24. Please revise to present net income (loss). To
the extent that gross profit is a non-GAAP measure, please either remove this measure or
provide a reconciliation.
Exchangeable Shares, page 24
11.Please revise to disclose whether the Exchangeable Shares will be certificated and
whether holders can sell or transfer them.
Cannabis is a controlled substance in the United States..., page 26
12.Your disclosure indicates that you believe that Canopy “currently” complies with all
applicable laws and regulations.  Please expand the risk factor disclosure to clarify in the
event that Canopy USA acquires the U.S. entities whether you believe (i) Canopy would
continue to comply with all applicable laws and regulations and (ii) Canopy USA would
comply with all applicable laws and regulations.
Risk Factors Relating to the Amendment Proposal, page 26
13.We note the disclosure on page i explaining that the reorganization provides an “economic
and voting barrier” between: (i) Canopy and Canopy USA and (ii) Canopy shareholders
and Canopy USA.  We also note your reference to a “protective layer” on pages ii and 22.
With a view to disclosure, please tell what basis, if any, there is to believe that the
economic and voting barriers will reduce legal risk to (i) Canopy and (ii) Canopy holders
who elect to convert their common shares into exchangeable shares. In your response,
please discuss relevant laws and legal precedent.
General
14.We note your response to prior comment 26. However, we do not agree with your
conclusion that Rule 13e-3 does not apply to the Amendment Proposal.  In this regard,
both 13e-3(a)(3)(i)(C) and 13e-3(a)(3)(ii)(B) are applicable.  Accordingly, please comply
with all requirements of Rule 13e-3, including the filing of a Schedule 13E-3.  In addition,
we note that safe harbor protections for forward-looking statements contained in the
federal securities laws do not apply to statements made in connection with Rule 13e-3
transactions. Refer to Question 117.05 of the Going Private Transactions, Exchange Act

 FirstName LastNameDavid Klein
 Comapany NameCanopy Growth Corporation
 December 27, 2022 Page 4
 FirstName LastName
David Klein
Canopy Growth Corporation
December 27, 2022
Page 4
Rule 13e-3 and Schedule 13E-3 Compliance and Disclosure Interpretations (January 26,
2009) available at www.sec.gov. Please revise your disclosure on pages 1-2 accordingly.
15.We note your response to prior comment 29. However, we do not agree that Item 13 and
Item 14 information with respect to the Wana and Jetty acquisitions is inapplicable to
these circumstances. Please note that the situation described in Note A of Schedule 14A is
presented as an example only; it is not intended to limit the extent to which Note A may
apply. In this regard, Note A's application is not limited to circumstances where the
approval is required to consummate the acquisition.  Rather, it applies when the matter to
be acted on involves other matters with respect to which information is called for by other
items in Schedule 14A. Here, your disclosure indicates that shareholder approval of the
Amendment Proposal is expected to enable Canopy USA to acquire Jetty and Wana,
which directly implicates Item 13 and Item 14. Accordingly, please revise to provide all
information required by Item 13 and Item 14 of Schedule 14A for these acquisitions.
16.Please provide us with your detailed legal analysis why the offer and sale of the
Exchangeable Shares are not required to be registered under the Securities Act.
            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,
Division of Corporation Finance
Office of Life Sciences
cc:       Yariv Katz

CORRESP
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CORRESP

 1(212) 318-6393

yarivkatz@paulhastings.com

 December 12, 2022

VIA EDGAR

 U.S. Securities and Exchange Commission

Division of Corporation Finance

 Office of Life Sciences

100 F Street, N.E.

 Washington, D.C. 20549

Attention: Tara Harkins

 Lynn Dicker

Alan Campbell

 Joe McCann

Re:
 Canopy Growth Corporation

Preliminary Proxy Statement on Schedule 14A

Filed October 25, 2022

File No. 001-38496

Ladies and Gentlemen:

 We are in receipt of the Staff’s
letter dated November 22, 2022 with respect to the above-referenced Preliminary Proxy Statement on Schedule 14A (the “Preliminary Proxy Statement”). We are responding to the Staff’s comments on behalf of Canopy Growth
Corporation (“Canopy” or the “Company”) as set forth below. Simultaneously with the submission of this letter, the Company is publicly filing via EDGAR an Amendment No. 1 to the Preliminary Proxy Statement (the
“Amendment No. 1”) responding to the Staff’s comments and updating the Preliminary Proxy Statement.

 The Company’s responses
set forth in this letter are numbered to correspond to the numbered comments in the Staff’s letter. All terms used but not defined herein have the meanings assigned to such terms in the Amendment No. 1. For ease of reference, we have set
forth the Staff’s comments and the Company’s response for each item below.

 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.

 Response: The Company has revised the disclosure on page i in response to the Staff’s comment.

 U.S. Securities and Exchange Commission

December 12, 2022

  Page
 2

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 the class of Exchangeable Shares in the event that the
US federal government legalizes cannabis.

 Response: The Company has revised the disclosure on pages i, ii and iii in
response to the Staff’s comment.

3.
 With reference to the disclosure on page 16, please identify the unnamed “Investor” who currently
holds all of the outstanding Canopy USA shares.

 Response: The Company has revised the disclosure on page ii in response to
the Staff’s comment.

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.

 Response: The Company has revised the disclosure on pages ii, iii and 22 in response to the Staff’s
comment.

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.

Response: The Company advises the Staff that it believes there are benefits of its strategy while cannabis remains federally illegal in the United
States, including the fact that this strategy fast tracks entry into the United States upon federal permissibility and is expected to reduce costs at both Canopy and across the Canopy USA platform. The Company has revised the disclosure on pages ii
and 22 in response to the Staff’s comment.

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.

Response: The Company has revised the disclosure on pages iii and iv in response to the Staff’s comment. The Company also respectfully submits
that Nasdaq has informed the Company of their position that companies that consolidate “the assets and revenues generated from activities in violation under federal law cannot continue to list on Nasdaq.” We expect to continue our dialogue
with Nasdaq regarding their position. Nasdaq has expressed that the exchange was comfortable with the creation of the Exchangeable Shares, the formation of Canopy USA, the transfer of the Structured U.S. Investments and the holding of the Non-Voting Shares.

 U.S. Securities and Exchange Commission

December 12, 2022

  Page
 3

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.

 Response: The Company has revised the disclosure on pages iii and 22 in response to the Staff’s comment.

 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.

 Response: The Company has revised the disclosure on page iv in response to the Staff’s comment.

 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.

Response: The Company has revised the disclosure on page 2 in response to the Staff’s comment.

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 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.

 Response: The Company has revised the disclosure
on pages 11 through 13 and beginning on page 19 under the new heading “Potential Acquisitions by Canopy USA” in response to the Staff’s comment.

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.

Response: The Company has revised the disclosure on page 14 in response to the Staff’s comment.

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.

 U.S. Securities and Exchange Commission

December 12, 2022

  Page
 4

 Response: The Company has revised the disclosure on page 14 in response to the Staff’s comment.

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.

 Response: The Company has
revised the disclosure on pages iii and 21 in response to the Staff’s comment.

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.

Response: The Company has revised the disclosure on pages 15 and 16 in response to the Staff’s comment.

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.

 Response: The Company has revised the disclosure on
pages 21 and 30 in response to the Staff’s comment and advises the Staff that it has received the audited financial statements from Wana.

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.

 Response: The Company has revised the disclosure on pages 13 and 14 in response to the Staff’s comment. The
Company advises the Staff that it considered a spin-out of the Structured U.S. Investments but determined it would not be in the best interest of the Company or its Shareholders as certain Shareholders,
including CBI, would not want to or be permitted to hold equity securities in an entity that violates U.S. federal laws. In addition, a spin-out would result in a newly formed publicly listed entity and
therefore the anticipated cost synergies associated with taking Acreage private by virtue of the Floating Share Arrangement would not have been realized.

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 :

 U.S. Securities and Exchange Commission

December 12, 2022

  Page
 5

•

 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 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.

 Response: The Company has revised the disclosure on pages ii, iii, 16, 17, 18, 25 and 30 in response to the
Staff’s comment. The Company advises the Staff that VCo Ventures LLC owns all of the Canopy USA Common Shares. While Canopy has the right to appoint two of the four members of the Canopy USA board of managers (the “Canopy USA
Board”), that does not give Canopy the right to direct the Canopy USA Board. In addition, at the moment, Canopy has only appointed one of the members of the Canopy USA Board. Canopy USA was structured to ensure that Canopy does not
currently have the ability to direct or manage the operations of Canopy USA. While the Protection Agreement prohibits a wide variety of corporate and operational activities of Canopy USA without the consent of Canopy, the Protection Agreement does
not allow Canopy to direct or manage any activities or the operations of Canopy USA. In addition, Canopy does not have a call right to repurchase the Canopy USA Common Shares, Canopy USA has a call right and until such time as Canopy converts the Non-Voting Shares into Canopy USA Common Shares, Canopy is unable to cause Canopy USA to exercise the right to repurchase.

18.
 Please revise your disclosure to present Canopy USA’s current equityholders and their ownership
percentages.

 Response: The Company has revised the disclosure on page 16 in response to the Staff’s comment.

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.

 Response: The Company advises the Staff that it intends to file the Protection Agreement with its
quarterly report on Form 10-Q for the quarter ending December 31, 2022 (the “Form 10-Q”) and that in the event the Meeting is scheduled to be held
prior to the contemplated filing date of the Form 10-Q, the Company will file the Protection Agreement with a Current Report on Form 8-K.

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.

Response: The Company has revised the disclosure on page 19 in response to the Staff’s comment and advises the Staff that there are no tax,
operating or services agreements between Canopy USA and the Company.

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.

 U.S. Securities and Exchange Commission

December 12, 2022

  Page
 6

 Response: The Company has revised the disclosure on page 17 in response to the Staff’s comment.

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.

 Response: The Company advises the Staff that all of the assets transferred to Canopy USA are listed on page 17. The
Company has also revised the disclosure on page 21 under the new heading “Canopy USA Capital Requirements” in response to the Staff’s comment.

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.

 Response: The Company has revised the disclosure on pages i, 14 and 18 in response
to the Staff’s comment and advises the Staff that the operating agreement of Canopy USA is not, and is not intended to be made, publicly available,

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

 FirstName LastNameDavid Klein
 Comapany NameCanopy Growth Corporation
 November 22, 2022 Page 2
 FirstName LastNameDavid Klein
Canopy Growth Corporation
November 22, 2022
Page 2
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

 FirstName LastNameDavid Klein
 Comapany NameCanopy Growth Corporation
 November 22, 2022 Page 3
 FirstName LastNameDavid Klein
Canopy Growth Corporation
November 22, 2022
Page 3
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

 FirstName LastNameDavid Klein
 Comapany NameCanopy Growth Corporation
 November 22, 2022 Page 4
 FirstName LastNameDavid Klein
Canopy Growth Corporation
November 22, 2022
Page 4
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.

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

United States securities and exchange commission logo
March 1, 2022
David Klein
Chief Executive Officer
Canopy Growth Corp
1 Hershey Drive
Smiths Falls, Ontario, Canada
Re:Canopy Growth Corp
Form 10-K for the Fiscal Year ended March 31, 2021
Filed June 1, 2021
File No. 001-38496
Dear Mr. Klein:
            We have completed our review of your filing.  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.
Sincerely,
Division of Corporation Finance
Office of Life Sciences

CORRESP
1
filename1.htm

CORRESP

 February 16, 2022

VIA EDGAR

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

 Office of Life Sciences

 100 F Street, N.E.

 Washington, D.C. 20549

Attention:

Li Xiao

Mary Mast

Re:

 Canopy Growth Corporation

 Form 10-K for the Fiscal Year ended March 31, 2021

 Filed June 1, 2021

File No. 001-38496

 Dear Ms. Mast and Ms. Xiao:

 We
submit this letter in response to comments received by Canopy Growth Corporation (the “Company”) from the staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the
“Commission”) by letter dated February 3, 2022 (the “Comment Letter”) with respect to the Company’s above-referenced Annual Report on Form
10-K.

 For ease of review, we have set forth below each of the numbered comments in the Comment Letter in
italics followed by the Company’s responses thereto.

 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of
Operations

 Part 4—Critical Accounting Policies and Estimates

Impairment of Indefinite Lived Intangible Assets and Goodwill, page 86

1.
 You state that you changed the structure of your internal management reporting in the fourth quarter of
fiscal 2021 and identified two operating and reportable segments. You disclose that no indication of impairment was noted for any of your reporting units, as the estimated fair value of each of your reporting units with goodwill exceeded their
carrying value. Please clarify for us if any of the reporting units is at risk of failing the impairment test, and if so, please provide the following disclosures for the at risk reporting units in future filings:

•

 The percentage by which fair value exceeded carrying value as of the date of the most recent test;

•

 The amount of goodwill allocated to the reporting unit;

•

 A description of the methods and key assumptions used and how the key assumptions were determined;

•

 A discussion of the degree of uncertainty associated with the key assumptions. The discussion regarding
uncertainty should provide specifics to the extent possible (e.g., the valuation model assumes recovery from a business downturn within a defined period of time); and

•

 A description of potential events and/or changes in circumstances that could reasonably be expected to
negatively affect the key assumptions.

 Response: The Company respectfully advises the Staff that the Company’s cannabis
operations’ goodwill became at risk of impairment during the quarter ended December 31, 2021. In this regard, the Company has provided the following disclosure in Part I, Item 2 (Management’s Discussion and Analysis of Financial
Condition and Results of Operations) of its Quarterly Report on Form 10-Q for the quarterly period ended December 31, 2021, filed with the Commission on February 9, 2022 (the “Q3 2022 10-Q”) on page 58:

 Critical Accounting Policies and Estimates

There have been no material changes to our critical accounting policies and estimates from the information provided in the
MD&A section in our Annual Report.

 Impairment of goodwill

Goodwill needs to be tested for impairment annually at the measurement date of March 31, or sooner if events or
circumstances indicate that the carrying value of goodwill may not be recoverable. An entity may first perform a qualitative assessment of impairment, and a quantitative analysis is only required if the qualitative assessment is inconclusive.

As a result of the continued decline in the price of our common shares in the third quarter of fiscal 2022, we performed a
quantitative interim goodwill impairment assessment for the cannabis operations reporting unit in the global cannabis segment as of December 31, 2021. The estimated fair value of the cannabis operations reporting unit was determined using the
market valuation method, which is consistent with the methodology used for our annual impairment test conducted at March 31, 2021. The most significant assumption used in applying the market valuation methodology was the price of our common
shares during the third quarter of fiscal 2022. We concluded that the estimated fair value of the cannabis operations reporting unit exceeded its carrying value at December 31, 2021 and, as a result, goodwill is not impaired. However, the fair
value of the goodwill associated with our cannabis operations reporting unit only exceeded its carrying value by approximately 15% to 20%. Accordingly, our cannabis operations goodwill is at risk for impairment in future periods. The carrying value
of goodwill associated with our cannabis operations reporting unit was $1.8 billion at December 31, 2021. To the extent we continue to experience declines in the price of our common shares, we may be required to perform a quantitative
goodwill impairment assessment in future periods.

 For the remaining reporting units, we do not believe that an event
occurred or circumstances changed during the third quarter of fiscal 2022 that would, more likely than not, reduce the fair value of these reporting units below their carrying value. Therefore, we concluded that the quantitative goodwill impairment
assessment was not required. The carrying value of goodwill associated with all other reporting units was $212.3 million at December 31, 2021.

We are required to perform the next annual goodwill impairment analysis on March 31, 2022.

 In addition, the Company has provided the following disclosure in Part II, Item 1A (Risk Factors) of its Q3
2022 10-Q on page 62:

 Item 1A. Risk Factors.

For information regarding factors that could affect our results of operations, financial condition and liquidity, see the risk
factors discussed in Part I, Item 1A in our Annual Report. Except as set forth below, there have been no material changes to the risk factors previously disclosed in Part I, Item 1A in our Annual Report.

We have been and may in the future be required to write down intangible assets, including goodwill, due to impairment, which could have
a material adverse effect on our results of operations or financial position.

 We have in the past and may in the
future be required to write down intangible assets, including goodwill, due to impairment, which would reduce earnings. We periodically calculate the fair value of our reporting units and intangible assets to test for impairment. This calculation
may be affected by several factors, including general economic conditions, regulatory developments, changes in category growth rates as a result of changing adult consumer preferences, success of planned new product introductions, and competitive
activity. Certain events can also trigger an immediate review of goodwill and intangible assets. If the carrying value of our reporting unit and other intangible assets exceed their fair value and the loss in value is other than temporary, the
goodwill and other intangible assets are considered impaired, which would result in impairment losses and could have a material adverse effect on our consolidated financial position or results of operations. We have tested the goodwill associated
with our cannabis operations reporting unit for impairment in connection with our review of the consolidated financial statements included in this Quarterly Report on Form 10-Q and have determined that there
is no impairment of goodwill at this time. However, the fair value of the goodwill associated with our cannabis operations reporting unit only exceeded its carrying value by approximately 15% to 20%. Accordingly, our cannabis operations goodwill is
at risk for impairment in future periods. The carrying value of goodwill associated with our cannabis operations reporting unit was $1.8 billion at December 31, 2021. Refer to “Critical Accounting Policies and Estimates” in the
MD&A for information regarding our goodwill impairment assessment at December 31, 2021.

 Note 17. Goodwill, page F-32

2.
 Please tell us your consideration of providing the required disclosures for goodwill under ASC 350-20-50-1 in total and for each reportable segment.

Response: The Company respectfully advises the Staff that it has considered the disclosure requirements provided in ASC 350-20-50-1, inclusive of those included in 50-1A. In considering its disclosures relating to
its reportable segments, the Company has also considered the disclosure requirements provided in ASC 280-10-50-26, which state
that “If no asset information is provided for a reportable segment, that fact and the reason therefore shall be disclosed.” In this regard, the Company has disclosed in its Annual Report on Form
10-K for the year ended March 31, 2021, and in its Quarterly Reports on Form 10-Q for the quarterly periods ended June 30, 2021, September 30, 2021, and
December 31, 2021, that “Asset information by segment is not provided to, or reviewed by, the Company’s [Chief Executive Officer, who is the chief operating decision maker (“CODM”)] as it is not used to make

strategic decisions, allocate resources, or assess performance.” Therefore, in considering the disclosure requirements in ASC
350-20-50-1, the Company concluded that these specific disclosures were not required because the Company’s CODM does not
receive, or review, asset information by reportable segment.

 Additionally, the Company advises the Staff that the Q3 2022
10-Q includes disclosure of the carrying value of goodwill associated with the cannabis operations reporting unit, which the Company considers to be “at risk” of impairment, at December 31,
2021. The Company has also disclosed the carrying value of goodwill associated with all other reporting units at December 31, 2021. These disclosures are included in the “Critical Accounting Policies” section of Part I, Item 2
(Management’s Discussion and Analysis of Financial Condition and Results of Operations) on page 58 of the Q3 2022 10-Q, and included in the Company’s response to the Staff’s first comment
above.

 The Company further advises the Staff that the Company has no reporting units with zero or negative carrying values of net
assets.

 * * *

 If you have any questions,
please do not hesitate to contact Yariv Katz (tel: (212) 318-6393; email: yarivkatz@paulhastings.com) or Keith D. Pisani (tel: (212) 318-6053; email;
keithpisani@paulhastings.com), each of Paul Hastings LLP, our outside corporate and securities counsel.

Sincerely,

 /s/ Judy Hong

 Judy Hong

 Interim Chief Financial
Officer

cc: (via e-mail)

 David Klein, Chief Executive Officer, Canopy Growth Corporation

Yariv Katz, Esq., Paul Hastings LLP

 Keith D. Pisani, Esq., Paul
Hastings LLP

 KPMG LLP

United States securities and exchange commission logo
February 3, 2022
David Klein
Chief Executive Officer
Canopy Growth Corp
1 Hershey Drive
Smiths Falls, Ontario, Canada
Re:Canopy Growth Corp
Form 10-K for the Fiscal Year ended March 31, 2021
Filed June 1, 2021
File No. 001-38496
Dear Mr. Klein:
            We have limited our review of your filing to the financial statements and related
disclosures 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.
Form 10-K for the Fiscal Year ended March 31, 2021
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations
Part 4- Critical Accounting Policies and Estimates
Impairment of Indefinite Lived Intangible Assets and Goodwill, page 86
1.You state that you changed the structure of your internal management reporting in the
fourth quarter of fiscal 2021 and identified two operating and reportable segments.  You
disclose that no indication of impairment was noted for any of your reporting units, as the
estimated fair value of each of your reporting units with goodwill exceeded their carrying
value.  Please clarify for us if any of the reporting units is at risk of failing the impairment
test, and if so, please provide the following disclosures for the at risk reporting units in
future filings:

 FirstName LastNameDavid Klein
 Comapany NameCanopy Growth Corp
 February 3, 2022 Page 2
 FirstName LastName
David Klein
Canopy Growth Corp
February 3, 2022
Page 2
•The percentage by which fair value exceeded carrying value as of the date of the most
recent test;
•The amount of goodwill allocated to the reporting unit;
•A description of the methods and key assumptions used and how the key assumptions
were determined;
•A discussion of the degree of uncertainty associated with the key assumptions. The
discussion regarding uncertainty should provide specifics to the extent possible (e.g.,
the valuation model assumes recovery from a business downturn within a defined
period of time); and
•A description of potential events and/or changes in circumstances that could
reasonably be expected to negatively affect the key assumptions.
Note 17. Goodwill, page F-32
2.Please tell us your consideration of providing the required disclosures for goodwill under
ASC 350-20-50-1 in total and for each reportable segment.
            In closing, 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 Li Xiao at 202-551-4391 or Mary Mast at 202-551-3613 with any
questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences