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
