6-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Form 6-K

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of February, 2023.

Commission File Number: 333-249081

CURALEAF HOLDINGS, INC.(Exact Name of Registrant as Specified in Charter)

666 Burrard Street, Suite 1700, Vancouver, British Columbia V6C 2X8

Canada
(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.

Form 20-F ¨ Form 40-F x

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

		CURALEAF HOLDINGS, INC.
		(Registrant)
Date:	February 21, 2023	By:	/s/ Peter Clateman
		Name:	Peter Clateman
		Title:	Chief Legal Officer

EXHIBIT INDEX

99.1	Notice of Change of Auditor
99.2	Letter of Former Auditor
99.3	Letter of Successor Auditor

EX-99.1

Exhibit 99.1

 

CURALEAF HOLDINGS, INC.

(the “Corporation”)

NOTICE OF CHANGE OF AUDITOR
(the “Notice”)

To:	Antares Professional Corporation, Chartered Professional Accoutants
And To:	PKF O’Connor Davies, LLP

RE: Notice Regarding Change of Auditor Pursuant to Section 4.11 of National Instrument 51-102 – Continuous Disclosure Obligations ("NI 51-102")

Curaleaf Holdings, Inc. (the "Company") hereby gives notice pursuant to Section 4.11 of NI 51-102 as follows:

1. At the request of the Company, Antares Professional Corporation, Chartered Professional Accountants (the "Former Auditor"), resigned as the Company’s independent auditor effective August 9, 2022 (the "Effective Date").

2. On the Effective Date, the Company appointed PKF O’Connor Davies, LLP (the "Successor Auditor") to fill the vacancy created by the resignation of the Former Auditor, and to hold such position until the close of the next annual meeting of shareholders of the Company.

3. The resignation of the Former Auditor as auditor of the Company and the appointment of the Successor Auditor as auditor of the Company were considered and approved by the Board of Directors of the Company.

4. The Former Auditor has not expressed any modified opinion in its reports for the Company's two most recently completed fiscal years or for any period subsequent to the most recently completed period for which an audit report was issued and preceding the Effective Date.

5. In the opinion of the Board of Directors of the Corporation, no “reportable event” as defined in NI 51-102 has occurred since the date of the Former Auditor’s appointment.

DATED August 9, 2022

CURALEAF HOLDINGS, INC.

Per: “Neil Davidson”
Neil Davidson
Interim Chief Financial Officer

EX-99.2

Exhibit 99.2

 

August 09, 2022

British Columbia Securities Commission

Alberta Securities Commission

Financial and Consumer Affairs Authority of Saskatchewan

The Manitoba Securities Commission

Ontario Securities Commission

Autorité des marchés financiers (Québec)

Financial and Consumer Services Commission of New Brunswick

Nova Scotia Securities Commission

The Office of the Superintendent Securities, Prince Edward Island

Office of the Superintendent of Securities, Newfoundland & Labrador

Office of the Yukon Superintendent of Securities

Northwest Territories Securities Office Nunavut Securities Office

Dear Sirs/Mesdames:

Re: Curaleaf Holdings, Inc. – Change of Auditor

Pursuant to National Instrument 51-102 – Continuous Disclosure Obligations, we have reviewed the information contained in the Notice of Change of Auditor of Curaleaf Holdings, Inc. dated August 09, 2022 (the "Notice") and, based on our knowledge of such information at this time, we agree with the statements made in the Notice.

Very truly yours,

/s/ PKF Antares

Professional Corporation

Calgary, AB, Canada

PKF Antares Professional Corporation, Chartered Professional Accountants

Suite 400, 906 12 Avenue SW, Calgary, Canada T2R 1K7

T: +1 403 375 9955, www.pkfantares.com

PKF Antares is a member firm of the PKF International Limited family of legally independent firms and does not accept any responsibility or liability for the actions or inactions of any individual member or correspondent firm or firms.

EX-99.3

Exhibit 99.3 

 

August 9, 2022

British Columbia Securities Commission

Alberta Securities Commission

Financial and Consumer Affairs Authority of Saskatchewan

The Manitoba Securities Commission

Ontario Securities Commission

Autorité des marchés financiers (Québec)

Financial and Consumer Services Commission of New Brunswick

Nova Scotia Securities Commission

The Office of the Superintendent Securities, Prince Edward Island

Office of the Superintendent of Securities, Newfoundland & Labrador

Office of the Yukon Superintendent of Securities

Northwest Territories Securities Office Nunavut Securities Office

Dear Sirs/Mesdames:

Re: Curaleaf Holdings, Inc. – Change of Auditor

Pursuant to National Instrument 51-102 – Continuous Disclosure Obligations, we have reviewed the information contained in the Notice of Change of Auditor of Curaleaf Holdings, Inc. dated August 9, 2022 (the "Notice") and, based on our knowledge of such information at this time, we agree with the statements made in the Notice.

Yours very truly,

/s/ PKF O’Connor Davies, LLP

PKF O’Connor Davies, LLP

Woodcliff Lake, New Jersey

PKF O’CONNOR DAVIES, LLP

300 Tice Boulevard, Suite 315, Woodcliff Lake, NJ 07677 I Tel: 201.712.9800 I Fax: 201.712.0988 I www.pkfod.com

PKF O’Connor Davies, LLP is a member firm of the PKF International Limited network of legally independent firms and does not accept any responsibility or liability for the actions or inactions on the part of any other individual member firm or firms.