6-K

UNITEDSTATESSECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 6-K

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

For the month of November, 2021.

Commission File Number: 333-249081

CURALEAFHOLDINGS, 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

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ¨

Note: Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual report to security holders.

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ¨

Note: Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submitted to furnish a report or other document that the registrant foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled or legally organized (the registrant’s “home country”), or under the rules of the home country exchange on which the registrant’s securities are traded, as long as the report or other document is not a press release, is not required to be and has not been distributed to the registrant’s security holders, and, if discussing a material event, has already been the subject of a Form 6-K submission or other Commission filing on EDGAR.

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:	November 12, 2021	By:	/s/ Peter Clateman
		Name:	Peter Clateman
		Title:	Chief Legal Officer

EXHIBIT INDEX

99.1	News Release dated November 8, 2021
99.2	Form 9, Notice of Issuance or Proposed Issuance of Listed Securities dated November 9, 2021
99.3	Form 11, Notice of Proposed Stock Option Grant or Amendment, dated November 11, 2021

Exhibit 99.1

Curaleaf Expands its Presence in Three Key GrowthMarkets with Acquisition of Tryke Companies

Acquisition Adds Integrated Cultivation, Processingand Retail Assets in Arizona, Nevada and Utah

Financially Compelling Transaction Expectedto be Immediately Accretive to EBITDA Margins and Free Cash Flow

WAKEFIELD, Mass., Nov. 8, 2021 -- Curaleaf Holdings, Inc. (CSE: CURA / OTCQX: CURLF) (“Curaleaf” or the “Company”), a leading international provider of consumer products in cannabis, today entered into a definitive agreement to acquire Tryke Companies (“Tryke”) (dba as Reef Dispensaries), a privately held vertically integrated, multi-state cannabis operator, in a cash and stock transaction valued at approximately US$286 million.^1^ The transaction is expected to close in the second half of 2022, subject to customary approvals and conditions.

Under the terms of the agreement, Curaleaf will pay US$40 million in cash at closing, with a remaining US$75 million in cash to be paid in equal installments on the first, second and third anniversaries of the closing. The stock portion of the transaction, which consists of 17 million subordinate voting shares of Curaleaf (“Curaleaf Shares”), will also be paid in three equal installments on the first, second and third anniversaries of the closing. An incremental earnout of up to 1 million Curaleaf Shares may be paid in 2023 based on the business exceeding certain EBITDA targets for the year 2022.

Founded in Arizona in 2014, Tryke has focused on growing and producing the finest and most consistent cannabis products on the market. The company helped pioneer Nevada’s legal cannabis market from its inception in 2015, and continues to lead the industry in Utah where it has worked since 2019 to help establish the state’s medical cannabis program. Tryke has refined processes to craft an ever-evolving selection of products and brands at multiple price points. The company’s dispensaries have served more than 7.6 million customers, offering a wide variety of in-house and third-party flower, concentrates, vape cartridges, edibles, topicals and CBD products. Upon closing, Curaleaf will assume ownership of Tryke’s extensive portfolio of processing licenses and expects to significantly expand its cultivation capacity from 30,000 square feet to over 80,000 square feet over the next three years.

Boris Jordan, Founder and Executive Chairman of Curaleaf, said, “On Behalf of the Board of Directors and management team, I look forward to welcoming Tryke to the Curaleaf family as we expand our offerings and operations and bolster our competitive position in three key growth markets. We believe that Tryke represents a unique opportunity to join forces with another industry leading pioneer that shares Curaleaf’s commitment to legalization and expansion. This strategically and financially compelling transaction will expand our US presence by bringing additional premium products to our consumers and retailers in Nevada, Arizona and Utah, all while yielding meaningful benefits for all of our stakeholders. We expect the acquisition to be immediately accretive to our EBITDA margins and free cash flow generation upon closing.”

^1^Based on the closing price of Curaleaf’s subordinate voting shares on the OTC market as of November 5, 2021.

“This is a tremendous opportunity for Tryke and, as a combined entity, we will continue to deliver significant value for our consumers and retailers in Arizona, Nevada and Utah,” said Adam Ryan, Chief Executive Officer of Tryke Companies. “As a part of Curaleaf’s growing network of dispensaries, Tryke is excited to bring its full suite of multi-price point products to an expanded base of consumers across the country. We are excited to join forces with the industry leader at such a pivotal moment in the United States’ legalization efforts. We share Curaleaf’s optimism for the future and are excited to become investors alongside the Company’s talented leadership team.”

Compelling Strategic and Financial Benefits

·	Enhances Curaleaf’s operations in Arizona, Nevada and Utah:<br>Tryke currently owns and operates six heavily trafficked dispensaries under the Reef brand, with two retail stores in Arizona and four<br>in Nevada, including the Phoenix metropolitan area, Las Vegas strip and North Las Vegas. The company’s products are sold in over<br>50 additional locations across its footprint.
·	Enriches Curaleaf’s product offerings: Tryke currently offers<br>a wide variety of in-house and third-party flower, concentrates, vape cartridges, edibles, topicals and CBD products at a range of price<br>points. Tryke’s product portfolio is highly complementary to Curaleaf’s, allowing the Company to offer consumers and retailers<br>in Arizona, Nevada and Utah an even broader selection of premium cannabis products.
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·	Improves Curaleaf’s margins and free cash flow generation: Tryke<br>has a strong financial profile, with a history of delivering significant revenue growth and compelling EBITDA margins in excess of 35%.<br>Tryke is expected to record nearly US$110 million in full year 2021 revenue. Curaleaf expects the acquisition will be immediately accretive<br>to the Company’s EBITDA margins and free cash flow generation.
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The closing of the transaction is expected to occur in the second half of 2022 subject to customary closing conditions, including the receipt of approval from the applicable state regulators, including the Nevada Cannabis Compliance Board.

Transaction Advisors

Honigman LLP and Stikeman Elliott LLP acted as legal advisors to Curaleaf. Wilmer Cutler Pickering Hale and Dorr LLP and McCarthy Tétrault LLP acted as legal advisors and Canaccord Genuity acted as financial advisor to Tryke.

Third Quarter Financial Results

In a separate press release to be issued today after the market closes, Curaleaf will announce its financial results for the third quarter of 2021, and it will be available at https://ir.curaleaf.com

Conference Call & Webcast

Curaleaf will hold a conference call today, November 8, at 5:00 p.m. Eastern Time to discuss this announcement, as well as its third quarter 2021 results. Investors who wish to participate in the call should dial 1-888-317-6003 (U.S.) or 1-866-284-3684 (Canada) or 1-412-317-6061 (International) approximately 15 minutes before the call begins and provide conference ID number 2599473.

A live audio webcast of the call will be accessible from the company’s website, https://ir.curaleaf.com/.

About Curaleaf Holdings

Curaleaf Holdings, Inc. (CSE: CURA) (OTCQX: CURLF) ("Curaleaf") is a leading international provider of consumer products in cannabis with a mission to improve lives by providing clarity around cannabis and confidence around consumption. As a high-growth cannabis company known for quality, expertise and reliability, the Company and its brands, including Curaleaf and Select, provide industry-leading service, product selection and accessibility across the medical and adult-use markets. In the United States, Curaleaf currently operates in 23 states with 111 dispensaries, 25 cultivation sites, and employs over 5,200 team members. Curaleaf International is the largest vertically integrated cannabis company in Europe with a unique supply and distribution network throughout the European market, bringing together pioneering science and research with cutting-edge cultivation, extraction and production. Curaleaf is listed on the Canadian Securities Exchange under the symbol CURA and trades on the OTCQX market under the symbol CURLF. For more information, please visit https://ir.curaleaf.com.

Curaleaf IR Twitter Account: https://twitter.com/Curaleaf_IR

Investor Toolkit: https://ir.curaleaf.com/investor-toolkit

Investor Relations Website: https://ir.curaleaf.com/

Forward Looking Statements

This media advisory contains forward–looking statements and forward–looking information within the meaning of applicable securities laws. These statements relate to future events or future performance. All statements other than statements of historical fact may be forward–looking statements or information. Generally, forward-looking statements and information may be identified by the use of forward-looking terminology such as "plans", "expects", "proposed", "is expected", "intends", "anticipates", or "believes", or variations of such words and phrases, or by the use of words or phrases which state that certain actions, events or results may, could, would, or might occur or be achieved. More particularly and without limitation, this news release contains forward–looking statements and information concerning the completion of the acquisition of Tryke Companies (“Tryke”) and its impacts on the combined business of Curaleaf and Tryke, Tryke’s expected full year 2021 revenue, and the accretive nature of the acquisition of Tryke to Curaleaf’s EBITDA margins and free cash flow. Such forward-looking statements and information reflect management's current beliefs and are based on assumptions made by and information currently available to the company with respect to the matter described in this new release. Forward-looking statements involve risks and uncertainties, which are based on current expectations as of the date of this release and subject to known and unknown risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such statements, including, amongst other risk factors, the ability of Curaleaf to successfully complete the acquisition of Tryke and successfully integrate the business of Tryke and their respective corporate cultures; the potential delays or failures to receive required regulatory approvals; and the risks that actual financial results of Tryke will not meet expectations. Additional information about these assumptions and risks and uncertainties is contained under "Risk Factors and Uncertainties" in the Company's latest annual information form filed April 28, 2021, which is available under the Company's SEDAR profile at http://www.sedar.com, and in other filings that the Company has made and may make with applicable securities authorities in the future. Forward-looking statements contained herein are made only as to the date of this press release and we undertake no obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise, except as required by law. We caution investors not to place considerable reliance on the forward-looking statements contained in this press release. The Canadian Securities Exchange has not reviewed, approved or disapproved the content of this news release.

Investor Contact:

Curaleaf Holdings, Inc.

Carlos Madrazo, SVP Head of IR & Capital Markets

IR@curaleaf.com

Media Contact:

Curaleaf Holdings, Inc.

Tracy Brady, VP Corporate Communications

Media@curaleaf.com

Exhibit 99.2

FORM 9

NOTICEOF ISSUANCE OR PROPOSED ISSUANCE OF LISTED SECURITIES

(orsecurities convertible or exchangeable into listed securities^1^)

Name of Listed Issuer:	Symbol(s):
Curaleaf Holdings, Inc. (the “Issuer”).	CURA
Date:    November 9, 2021	Is this an updating or amending Notice:      ¨<br> Yes     x No
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If yes provide date(s) of prior Notices: ________________________.

Issued and Outstanding Securities of Issuer Prior to Issuance: 613,437,078.

Pricing

Date of news release announcing proposed issuance: November 8, 2021 or

Date of confidential request for price protection: Not applicable

Closing Market Price on Day Preceding the news release: CAD $12.50 or

Day preceding request for price protection: Not applicable

Closing

Number of securities to be issued: Refer to section 2 below

Issued and outstanding securities following issuance: Refer to section 2 below

Instructions:

1.	For private placements (including debt settlement), complete tables 1A and 1B in Part 1 of this form.
2.	Complete Table 1A – Summary for all purchasers, excluding those identified in Item 8.
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3.	Complete Table 1B – Related Persons only for Related Persons
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4.	If shares are being issued in connection with an acquisition (either as consideration or to raise funds for a cash acquisition) please<br>proceed to Part 2 of this form.
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5.	An issuance of non-convertible debt does not have to be reported unless it is a significant transaction as defined in Policy 7, in<br>which case it is to be reported on Form 10 – Notice of Proposed Transaction
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6.	Post the completed<br> Form 9 to the CSE website in accordance with Policy 6 – Distributions.<br> In addition, the completed form must be delivered to listings@thecse.com with an appendix<br> that includes the information in Table 1B for ALL placees.
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FORM 9 – NOTICE OF ISSUANCE OR PROPOSED ISSUANCE OF LISTED SECURITIES

September 2018

Page 1

**Part 1.**PrivatePlacement – Not applicable

Table 1A – Summary

Each jurisdiction in which purchasers reside	Number of Purchasers	Price per Security	Total dollar value (CDN$) raised in the jurisdiction
Total number of purchasers:
Total dollar value of distribution in all jurisdictions:

Table 1B – Related Persons – Not applicable

Full Name &Municipality of Residence of Placee	Number of Securities Purchased orto be Purchased	Purchase price per Security (CDN$)	Conversion<br><br> <br>Price (if<br><br> <br>Applicable)<br><br> <br>(CDN$)	Prospectus Exemption	TotalSecuritiesPreviously Owned, Controlled or Directed	Payment Date(1)	Describe relations-hip to Issuer(2)

^1^An issuance of non-convertible debt does not have to be reported unless it is a significant transaction as defined in Policy 7, in which case it is to be reported on Form 10.

1.	Total amount of funds to be raised:	.
2.	Provide full details of the use of the proceeds. The disclosure should be sufficiently complete to enable a reader to appreciate the<br>significance of the transaction without reference to any other material.
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3.	Provide particulars of any proceeds which are to be paid to Related<br> Persons of the Issuer:
		.
4.	If securities are issued in forgiveness of indebtedness, provide details of the debt agreement(s) or and the agreement to exchange<br>the debt for securities.
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5.	Description of securities to be issued:
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(a)	Class	.
---	---	---
(b)	Number	.
---	---	---
(c)	Price per security	.
---	---	---
(d)	Voting rights
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6.	Provide the following information if warrants, (options) or other convertible securities are to be issued:
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(a)	Number	.
---	---	---
(b)	Number of securities eligible to be purchased on exercise of warrants (or options) __________________________________________
---	---	---
		.
(c)	Exercise price	.
---	---	---
(d)	Expiry date	.
---	---	---
7.	Provide the following information if debt securities are to be issued:
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(a)	Aggregate principal amount	.
---	---	---
(b)	Maturity date	.
---	---	---
(c)	Interest rate	.
---	---	---
(d)	Conversion terms	.
---	---	---
(e)	Default provisions	.
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September 2018

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8.	Provide the following information for any agent’s fee, commission, bonus or finder’s fee,<br>or other compensation paid or to be paid in connection with the placement (including warrants, options, etc.):
(a)	Details of any dealer, agent, broker<br> or other person receiving compensation in connection with the placement (name, and if a corporation,<br> identify persons owning or exercising voting control over 20% or more of the voting shares<br> if known to the Issuer):                                                      .
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(b)	Cash	.
---	---	---
(c)	Securities	.
---	---	---
(d)	Other	.
---	---	---
(e)	Expiry date of any options, warrants etc.	.
---	---	---
(f)	Exercise price of any options, warrants etc.	.
---	---	---
9.	State whether the sales agent, broker, dealer<br> or other person receiving compensation in connection with the placement is Related Person<br> or has any other relationship with the Issuer and provide details of the relationship
---	---	---
		.
10.	Describe any unusual particulars of the transaction (i.e. tax “flow through” shares, etc.).
---	---	---
		.
11.	State whether the private placement will result in a change of control.
---	---	---
		.
12.	Where there is a change in the control of<br> the Issuer resulting from the issuance of the private placement shares, indicate the names<br> of the new controlling shareholders.
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		.
13.	Each purchaser has been advised of the applicable securities legislation restricted or seasoning period.<br>All certificates for securities issued which are subject to a hold period bear the appropriate legend restricting their transfer until<br>the expiry of the applicable hold period required by National Instrument 45-102 Resale of Securities.
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September 2018

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Part 2.	Acquisition
1.	Provide details of the assets to be acquired by the Issuer (including the location of the assets, if applicable).<br>The disclosure should be sufficiently complete to enable a reader to appreciate the significance of the transaction without reference<br>to any other material: The Issuer has entered into a definitive agreement to acquire the entities described below and collectively<br>referred to in this document as “Tryke” (dba as Reef Dispensaries), a privately held vertically integrated, multi-state cannabis<br>operator, in a cash and stock transaction valued at approximately USD $286 million, based on the closing price of the Issuer’s Subordinate<br>Voting Shares on the OTC market as of November 5, 2021. The transaction is expected to close in the first half of 2022, subject to<br>customary approvals and conditions. Founded in Arizona in 2014, Tryke has focused on growing and producing the finest and most consistent<br>cannabis products on the market. The company helped to pioneer Nevada’s legal cannabis market from its inception in 2015, and also<br>continues to lead the industry in Utah where it has worked since 2019 to help establish the state’s medical cannabis program. Tryke<br>has refined processes to craft an ever-evolving selection of products and brands at multiple price points. The company’s dispensaries<br>have served more than 6.5 million customers, offering a wide variety of in-house and third-party flower, concentrates, vape cartridges,<br>edibles, topicals and CBD products. Upon closing, the Issuer will assume ownership of Tryke's extensive portfolio of processing licenses<br>and expects to significantly expand its cultivation capacity from 30,000 square feet to over 80,000 square feet over the next three years.
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Compelling Strategic and FinancialBenefits

·	Enhances Curaleaf’s operations inArizona, Nevada and Utah: Tryke currently owns and operates six highly trafficked dispensaries under the Reef brand, with two<br>retail stores in Arizona and four in Nevada, including the Phoenix metropolitan area, Las Vegas strip and North Las Vegas. The company’s<br>products are sold in over 50 additional locations across its footprint.
·	Enriches Curaleaf’s product offerings:<br>Tryke currently offers a wide variety of in-house and third-party flower, concentrates, vape cartridges, edibles, topicals and CBD products<br>at a range of price points. Tryke’s product portfolio is highly complementary to Curaleaf’s, and together Curaleaf expects<br>to offer consumers and retailers in Arizona, Nevada and Utah an even broader selection of premium cannabis products.
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·	Improves Curaleaf’s margins and freecash flow generation: Tryke has a strong financial profile, with a history of delivering significant revenue growth and compelling<br>EBITDA margins in excess of 35%. Tryke is expected to record nearly U.S. $110 million in full year 2021 revenue. Curaleaf expects the<br>acquisition will be immediately accretive to the Company’s EBITDA margins and free cash flow generation.
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FORM 9 – NOTICE OF ISSUANCE OR PROPOSED ISSUANCE OF LISTED SECURITIES

September 2018

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The closing of the transaction is expected to occur in the first half of 2022 subject to customary closing conditions, including the receipt of approval from the applicable state regulators, including the Nevada Cannabis Compliance Board.

2.

Provide details of the acquisition including the date, parties to and type of agreement (eg: sale, option,<br>license etc.) and relationship to the Issuer. The disclosure should be sufficiently complete to enable a reader to appreciate the significance<br>of the acquisition without reference to any other material: On November 8, 2021, the Issuer and Curaleaf, Inc. a wholly-owned<br>subsidiary of the Issuer (the “Buyer”), entered into a Membership Interest Purchase Agreement with Seacoast Investments<br>Fund I, LLC (the “Seller”) and certain affiliates of the Seller (the “Purchase Agreement”) whereby<br>the Buyer agreed to purchase all of the outstanding membership interests of (i) Tryke Companies, LLC, an Arizona limited liability<br>company, (ii) Tryke Companies SO NV, LLC, a Nevada limited liability company, (iii) Tryke Companies Reno, LLC, a Nevada limited<br>liability company, and (iv) Tryke Companies Utah, LLC, a Utah limited liability company (collectively, the “Companies”),<br>in exchange for Subordinate Voting Shares of the Issuer and cash, as more fully described below.

The total consideration payable under the Purchase Agreement is composed of:

·	USD $40 million payable at closing of the<br>transactions contemplated by the Purchase Agreement (“Closing”);
·	USD $25 million and 5,666,667 Subordinate<br>Voting Shares payable on the first anniversary of Closing;
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·	USD $25 million and 5,666,667 Subordinate<br>Voting Shares payable on the second anniversary of Closing;
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·	USD $25 million and 5,666,667 Subordinate<br>Voting Shares payable on the third anniversary of Closing; and
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·	following the conclusion of the 12-month period<br>beginning January 1, 2022 and ending December 31, 2022 (the “Earn-out Period”), an amount of Subordinate<br>Voting Shares of the Issuer determined in accordance with and subject to the terms and conditions of the Purchase Agreement, with the<br>number of Subordinate Voting Shares to be issued being based on adjusted earnings before interest, taxes, depreciation and amortization<br>for calendar year 2022 of the Companies, but in no event will exceed 1,000,000 Subordinate Voting Shares in the aggregate;
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September 2018

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the whole subject to customary pre-closing and post-closing adjustments for cash, debt, transaction expenses, change of control payments and unit appreciation rights.

In addition, the Issuer will holdback and reserve for issuance 2,367,000 Subordinate Voting Shares (“Holdback Parent Shares”) for purposes of securing certain indemnification claims by the Seller pursuant to the Purchase Agreement.

On the third business day following the fifteen month anniversary of the Closing (the “Holdback Release Date”), the Issuer will issue any then remaining Holdback Parent Shares to the Seller, minus any reserve(s) for pending or outstanding claims. The number of Holdback Parent Shares not issued pursuant to such reserve(s) will be determined by dividing the amount of the pending or outstanding claim by USD $13.85 per Holdback Parent Share, rounded down to the nearest whole Holdback Parent Share.

3.	Provide the following information in relation to the total consideration for the acquisition (including<br>details of all cash, securities or other consideration) and any required work commitments:
(a)	Total aggregate consideration in Canadian dollars: Approximately CAD $356 million, equivalent to USD<br>$286 million using the Bank of Canada’s exchange rate of USD $1.00 for CDN $1.2452 as of November 5, 2021.
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(b)	Cash: USD $115 million.
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(c)	Securities (including options, warrants etc.) and dollar value: 17,000,001 Subordinate Voting Shares<br>payable on or before the third anniversary of Closing, valued at USD $10.06, and having an aggregate dollar value of approximately USD<br>$171 million$.
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(d)	Other:
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·	2,367,000 Subordinate Voting Shares for purposes<br>of securing certain indemnification claims by the Seller pursuant to the Purchase Agreement; and
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·	an amount of Subordinate Voting Shares determined<br>in accordance with and subject to the terms and conditions of the Purchase Agreement, with the number of Subordinate Voting Shares to<br>be issued being based on adjusted earnings before interest, taxes, depreciation and amortization for calendar year 2022 of the Companies,<br>but in no event will exceed 1,000,000 Subordinate Voting Shares in the aggregate.
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(e)	Expiry date of options, warrants, etc. if any: Not applicable.
(f)	Exercise price of options, warrants, etc. if any: Not applicable.
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(g)	Work commitments: Not applicable.
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4.	State how the purchase or sale price was determined (e.g. arm’s-length negotiation, independent committee of the Board, third<br>party valuation etc).
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Arm’s length negotiation.

5.	Provide details of any appraisal or valuation of the subject of the acquisition known to management of the Issuer: Not applicable.
6.	The names of parties receiving securities of the Issuer pursuant to the acquisition and the number of<br>securities to be issued are described as follows:
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****<br><br> <br>Name of Party (If not an individual, name all insiders of the Party)	****<br><br> <br>Number and Type of Securities to be Issued	****<br><br> <br>Dollar value per Security (CDN$)	****<br><br> <br>Conversion price (if applicable)	****<br><br> <br>Prospectus Exemption	****<br><br> <br>Total Securities, Previously Owned, Controlled or Directed by Party	****<br><br> <br>Describe relationship<br><br> <br>to Issuer^(1)^
---	---	---	---	---	---	---
Seacoast Investments Fund I, LLC	Up to  20,367,001 Subordinate Voting Shares, as determined in accordance with the Purchase Agreement (and described above)	USD $13.85, equivalent to CDN $ 17.25 using the Bank of Canada’s exchange rate of USD $1.00 for CDN $1.2452 as of November 5, 2021	Not applicable	Not applicable (per Section 3 of BC Instrument 72-503)	Nil	Arm’s length party
(1)	Indicate if Related Person
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7.	Details of the steps taken by the Issuer to ensure that the vendor has good title to the assets being<br>acquired: Customary legal due diligence, including customary litigation searches, as well as customary representations and warranties<br>and disclosures included in the Purchase Agreement.
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8.	Provide the following information for any agent’s fee, commission, bonus or finder’s fee,<br>or other compensation paid or to be paid in connection with the acquisition (including warrants, options, etc.):
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(a)	Details of any dealer, agent, broker or other person receiving compensation in connection with the acquisition<br>(name, and if a corporation, identify persons owning or exercising voting control over 20% or more of the voting shares if known to the<br>Issuer): Canaccord Genuity Corp.
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September 2018

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(b)	Cash: Not applicable.
(c)	Securities: an amount of Subordinate Voting Shares of the Issuer to be determined based on the post-closing adjustments to the<br>purchase price pursuant to the provisions of the Purchase Agreement, not to exceed five million six hundred sixty-six thousand six hundred<br>sixty-seven (5,666,667) Subordinate Voting Shares (the “Canaccord Parent Shares”), which Canaccord Parent Shares will<br>be subject to a hold period of four months and one day pursuant to applicable Canadian securities laws.
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(d)	Other: Not applicable.
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(e)	Expiry date of any options, warrants etc.: Not applicable.
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(f)	Exercise price of any options, warrants etc.: Not applicable.
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9.	State whether the sales agent, broker or other person receiving compensation in connection with the acquisition is a Related Person<br>or has any other relationship with the Issuer and provide details of the relationship. Canaccord Genuity Corp. has provided brokerage<br>services to the Issuer in the past, but is not a Related Person of the Issuer and is otherwise at arm’s length with the Issuer.
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10.	If applicable, indicate whether the acquisition is the acquisition of an interest in property contiguous<br>to or otherwise related to any other asset acquired in the last 12 months. Not applicable.
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This document contains forward–looking statements and forward–looking information within the meaning of applicable securities laws. These statements relate to future events or future performance. All statements other than statements of historical fact may be forward–looking statements or information. Generally, forward-looking statements and information may be identified by the use of forward-looking terminology such as "plans", "expects" or, "proposed", "is expected", "intends", "anticipates", or "believes", or variations of such words and phrases, or by the use of words or phrases which state that certain actions, events or results may, could, would, or might occur or be achieved. More particularly and without limitation, this document contains forward–looking statements and information concerning the completion of the acquisition of Tryke Companies (“Tryke”) and its impacts on the combined business of Curaleaf and Tryke, Tryke’s expected full year 2021 revenue, and the accretive nature of the acquisition of Tryke to Curaleaf’s EBITDA margins and free cash flow. Such forward-looking statements and information reflect management's current beliefs and are based on assumptions made by and information currently available to the company with respect to the matter described in this document. Forward-looking statements involve risks and uncertainties, which are based on current expectations as of the date of document and subject to known and unknown risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such statements, including, amongst other risk factors, the ability of Curaleaf to successfully complete the acquisition of Tryke and successfully integrate the business of Tryke and their respective corporate cultures; the potential delays or failures to receive required regulatory approvals; and the risks that actual financial results of Tryke will not meet expectations. Additional information about these assumptions and risks and uncertainties is contained under "Risk Factors and Uncertainties" in the Company's latest annual information form filed April 28, 2021, which is available under the Company's SEDAR profile at http://www.sedar.com, and in other filings that the Company has made and may make with applicable securities authorities in the future. Forward-looking statements contained herein are made only as to the date of this document and we undertake no obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise, except as required by law. We caution investors not to place considerable reliance on the forward looking statements contained in this document.

FORM 9 – NOTICE OF ISSUANCE OR PROPOSED ISSUANCE OF LISTED SECURITIES

September 2018

Page 9

Certificate of Compliance

The undersigned hereby certifies that:

1.	The undersigned is a director and/or senior officer of the Issuer and has been duly authorized by a resolution<br>of the board of directors of the Issuer to sign this Certificate of Compliance on behalf of the Issuer.
2.	As of the date hereof there is not material information concerning the Issuer which has not been publicly<br>disclosed.
---	---
3.	the Issuer has obtained the express written consent of each applicable individual to:
---	---
(a)	the disclosure of their information to the Exchange pursuant to this Form or otherwise pursuant to this filing; and
---	---
(b)	the collection, use and disclosure of their information by the Exchange in the manner and for the purposes<br>described in Appendix A or as otherwise identified by the Exchange, from time to time
---	---
4.	The undersigned hereby certifies to the Exchange that the Issuer is in compliance with the requirements<br>of applicable securities legislation (as such term is defined in National Instrument 14-101) and all Exchange Requirements (as defined<br>in CSE Policy 1).
---	---

FORM 9 – NOTICE OF ISSUANCE OR PROPOSED ISSUANCE OF LISTED SECURITIES

September 2018

Page 10

5.	All of the information in this Form 9 Notice of Issuance of Securities is true.

[signature page follows]

FORM 9 – NOTICE OF ISSUANCE OR PROPOSED ISSUANCE OF LISTED SECURITIES

September 2018

Page 2

Dated November 9, 2021.

Peter Clateman
Name of Director or Senior Officer
(Signed) Peter Clateman
Signature
Chief Legal Officer
Official Capacity

Appendix A

PERSONAL INFORMATION COLLECTION POLICY REGARDINGFORM 9

The Canadian Securities Exchange and its subsidiaries, affiliates, regulators and agents (collectively, “CSE or the “Exchange”) collect and use the information (which may include personal or other information) which has been provided in Form 9 for the following purposes:

•	To determine whether an individual is suitable to be associated with a Listed Issuer;
•	To determine whether an issuer is suitable for listing;
---	---
•	To determine whether allowing an issuer to be listed or allowing an individual to be associated with a<br>Listed Issuer could give rise to investor protection concerns or could bring the Exchange into disrepute;
---	---
•	To conduct enforcement proceedings;
---	---
•	To ensure compliance with Exchange Requirements and applicable securities legislation; and
---	---
•	To fulfil the Exchange’s obligation to regulate its marketplace.
---	---

The CSE also collects information, including personal information, from other sources, including but not limited to securities regulatory authorities, law enforcement and self-regulatory authorities, regulation service providers and their subsidiaries, affiliates, regulators and agents. The Exchange may disclose personal information to these entities or otherwise as provided by law and they may use it for their own investigations.

FORM 9 – NOTICE OF ISSUANCE OR PROPOSED ISSUANCE OF LISTED SECURITIES

September 2018

Page 1

The Exchange may use third parties to process information or provide other administrative services. Any third party will be obliged to adhere to the security and confidentiality provisions set out in this policy.

All personal information provided to or collected by or on behalf of The Exchange and that is retained by The Exchange is kept in a secure environment. Only those employees who need to know the information for the purposes listed above are permitted access to the information or any summary thereof. Employees are instructed to keep the information confidential at all times.

Information about you that is retained by the Exchange and that you have identified as inaccurate or obsolete will be corrected or removed.

If you wish to consult your file or have any questions about this policy or our practices, please write the Chief Privacy Officer, Canadian Securities Exchange, 220 Bay Street – 9th Floor, Toronto, ON, M5J 2W4.

FORM 9 – NOTICE OF ISSUANCE OR PROPOSED ISSUANCE OF LISTED SECURITIES

September 2018

Page 2

Exhibit 99.3

FORM 11

NOTICE OF PROPOSED STOCK OPTION GRANT ORAMENDMENT

Name of Listed Issuer: Curaleaf Holdings, Inc. (the “Issuer”).

Trading Symbol: CURA

Date: November 11, 2021

1.	New Options Granted:

Date of Grant: See below table

<br><br> <br><br><br> <br><br><br> <br><br><br> <br><br><br> <br><br><br> <br>Name of Optionee	<br><br> <br>Position (Director/ Officer/<br><br> <br>Employee/ Consultant/ Management Company	<br><br> <br><br><br> <br><br><br> <br><br><br> <br><br><br> <br>Insider Yes or No?	<br><br> <br><br><br> <br><br><br> <br><br><br> <br><br><br> <br>No. of Optioned Shares	<br><br> <br><br><br> <br><br><br> <br><br><br> <br><br><br> <br><br><br> <br>Exercise Price	<br><br> <br><br><br> <br><br><br> <br><br><br> <br><br><br> <br><br><br> <br><br><br> <br>Expiry Date	<br><br> <br><br><br> <br><br><br> <br><br><br> <br>****<br><br> <br>No. of Options Granted in Past 12 Months
Grant Date:  August 30, 2019
9 Individuals	Employees/Officers	Varied	453,806	CAD$9.27	10 years from date of hire
2<br><br> <br>Individuals	Employees/Officers	No	146,611 (Restricted Stock Units)	N/A	N/A
Grant Date:  November 22, 2019
107 Individuals	Employees/Officers/Directors	Varied	712,634	CAD$8.20	10 years from date of hire
23<br><br> <br>Individuals	Employees/Officers/Directors	Varied	700,307 (Restricted Stock Units)	N/A	N/A
Grant Date:  December 10, 2019
1 Individual	Officer	Yes	551,975	CAD$8.00	10 years from date of hire
1 Individual	Officer	Yes	414,357 (Restricted Stock Units)	N/A	N/A

FORM 11 – NOTICE OF PROPOSED STOCK OPTION GRANT

OR AMENDMENT

Page 1

Grant Date:  January 30, 2020
56<br><br> <br>Individuals	Employees/Officers/Directors	Varied	5,257,209	CAD$13.19	10 years from date of hire
Grant Date:  March 27, 2020
8<br><br> <br>Individuals	Employees/Officers	Varied	815,988	CAD$5.44	10 years from date of hire
4 Individuals	Employees/Officers	Varied	942,122 (Restricted Stock Units)	N/A	N/A
Grant Date:  April 2, 2020
5<br><br> <br>Individuals	Employees/Officers	No	323,922	CAD$4.94	10 years from date of hire
17 Individuals	Employees/Officers/Directors	Varied	565,292 (Restricted Stock Units)	N/A	N/A
Grant Date:  May 20, 2020
2<br><br> <br>Individuals	Employees/Officers	Varied	587,496	CAD$7.94	10 years from date of hire
Grant Date:  August 19, 2020
4<br><br> <br>Individuals	Employees/Officers	No	28,928	CAD$11.60	10 years from date of hire
1<br><br> <br>Individual	Officer	No	227,105 (Restricted Stock Units)	N/A	N/A
Grant Date:  August 25, 2020
1<br><br> <br>Individual	Director	Yes	17,543<br><br> <br>(Restricted Stock Units)	CAD$11.60	10 years from date of hire
Grant Date:  November 20, 2020
4<br><br> <br>Individuals	Employees/Officers	No	88,948	CAD$12.77	10 years from date of hire
2<br><br> <br>Individuals	Employees/Officers	No	58,929 (Restricted Stock Units)	N/A	N/A
Grant Date:  December 29, 2020
2<br><br> <br>Individuals	Employees/Officers	No	24,230	CAD$16.00	10 years from date of hire
2<br><br> <br>Individuals	Employees/Officers	No	9,029 (Restricted Stock Units)	N/A	N/A

FORM 11 – NOTICE OF PROPOSED STOCK OPTION GRANT

OR AMENDMENT

Page 2

Total Number of Subordinate Voting Shares: 8,845,136 Subordinate Voting Shares underlying Stock Options and 3,081,295 Subordinate Voting Shares underlying restricted stock units.

2.	Other Presently Outstanding Options:
Name of Optionee	No. of Optioned Shares	Exercise Price	Original Date of Grant	Expiry Date
---	---	---	---	---
Optionee	380,650	0.2300	10/3/2012	10 years
Optionee	490,650	0.2300	10/3/2012	10 years
Optionee	245,325	0.3000	1/29/2013	10 years
Optionee	81,775	0.3000	1/29/2013	10 years
Optionee	230,100	0.1200	5/5/2015	10 years
Optionee	1,097,861	0.2700	8/17/2015	10 years
Optionee	1,270,419	0.2700	8/17/2015	10 years
Optionee	2,700,308	0.1400	3/17/2016	10 years
Optionee	1,797,905	0.1400	3/17/2016	10 years
Optionee	327,100	0.6400	1/1/2017	10 years
Optionee	438,067	0.6400	7/1/2017	10 years
Optionee	899,833	0.6400	7/1/2017	10 years
Optionee	419,883	0.6400	8/7/2017	10 years
Optionee	207,505	0.6400	1/3/2017	10 years
Optionee	59,034	0.6400	8/14/2017	10 years
Optionee	615,667	0.6400	10/2/2017	10 years
Optionee	38,533	0.6400	10/2/2017	10 years
Optionee	109,033	1.0400	1/1/2018	10 years
Optionee	850,314	1.0400	1/1/2018	10 years
Optionee	114,729	11.4500	10/28/2018	10 years
Optionee	2,288,164	11.4500	10/28/2018	10 years
Optionee	4,749	12.2900	3/28/2019	10 years
Optionee	2,849	12.2900	3/28/2019	10 years
Optionee	5,540	12.2900	3/28/2019	10 years
Optionee	31,990	12.2900	3/28/2019	10 years
Optionee	868,010	12.2900	3/28/2019	10 years
Optionee	3,271	12.2900	3/28/2019	10 years
Optionee	4,591	12.2900	3/28/2019	10 years
Optionee	4,907	12.2900	3/28/2019	10 years
Optionee	8,020	12.2900	3/28/2019	10 years
Optionee	16,041	12.2900	3/28/2019	10 years
Optionee	19,945	12.2900	3/28/2019	10 years
Optionee	1,520	12.2900	3/28/2019	10 years
Optionee	5,699	12.2900	3/28/2019	10 years
Optionee	3,166	12.2900	3/28/2019	10 years

FORM 11 – NOTICE OF PROPOSED STOCK OPTION GRANT

OR AMENDMENT

Page 3

Name of Awardee	No. of Shares	Grant Price	Original Date of Grant	Expiration Date
Holder (RSU)	312,500	0.0000	3/28/2019	N/A
Holder (RSU)	47,870	0.0000	3/28/2019	N/A
3.	Additional Information
---	---
(a)	If shareholder approval was required for the grant of options (including prior approval of a stock option plan), state the date that<br>the shareholder meeting approving the grant was or will be held.
---	---

Not applicable.

(b)	State the date of the news release announcing the grant of options.

Not applicable.

(c)	State the total issued and outstanding share capital at the date of grant or amendment.

Subordinate Voting Shares onlyas of December 31, 2020: 569,831,140

Subordinate Voting Shares and the Multiple Voting Sharescombined as of December 31, 2020:  663,801,845 (the “Outstanding Shares”)

(d)	State, as a percentage of the issued and outstanding shares of the Issuer indicated in (c) above, the aggregate number of shares<br>that are subject to incentive stock options, including new options, amended options and other presently outstanding options.

FORM 11 – NOTICE OF PROPOSED STOCK OPTION GRANT

OR AMENDMENT

Page 4

Approximately 3.689% of theOutstanding Shares

(e)	If the new options are being granted pursuant to a stock option plan, state the number of remaining shares reserved for issuance under<br>the plan.

27,000,000

(f)	If the Issuer has completed a public distribution of its securities within 90 days of the date of grant, state the per share price<br>paid by the public investors.

Not applicable.

(g)	Describe the particulars of any proposed material changes in the affairs of the Issuer.

Not applicable.

4.	Certificate of Compliance

The undersigned hereby certifies that:

1.	The undersigned is a director and/or senior officer of the Issuer and has been duly authorized by a resolution of the board of directors<br>of the Issuer to sign this Certificate of Compliance.
2.	As of the date hereof there is no material information concerning the Issuer which has not been publicly disclosed.
---	---
3.	The undersigned hereby certifies to the Exchange that the Issuer is in compliance with the requirements of applicable securities legislation<br>(as such term is defined in National Instrument 14-101) and all Exchange Requirements (as defined in CNSX Policy 1).
---	---
4.	All of the information in this Form 11 Notice of Proposed Stock Option Grant or Amendment is true.
---	---

[signature page follows]

FORM 11 – NOTICE OF PROPOSED STOCK OPTION GRANT

OR AMENDMENT

Page 5

Dated:	November 11, 2021
		Peter Clateman
		Name of Director or Senior Officer
		(signed) Peter Clateman
		Signature
		Chief Legal Officer
		Official Capacity

FORM 11 – NOTICE OF PROPOSED STOCK OPTION GRANT

OR AMENDMENT

Page 6