ABOUT THIS PROSPECTUS
Unless the context indicates or suggests otherwise, references to we, our, us, the Company, or Cannabist
Company refer to The Cannabist Company Holdings Inc., a corporation existing under the laws of British Columbia, Canada, individually, or as the context requires, collectively with its subsidiaries.
In this Prospectus, currency amounts are stated in U.S. dollars ($), unless specified otherwise. All references to C$, CAD$ and CDN$ are to
Canadian dollars.
PROSPECTUS SUMMARY
This summary highlights selected information contained elsewhere in this Prospectus and the documents that we incorporate by reference. It is not complete
and does not contain all of the information that you should consider before making an investment decision. For a more complete understanding of the Companys business and before making any investment decision, you should read the entire
Prospectus and the documents incorporated by reference, including the section entitled Risk Factors commencing on page 7 of this Prospectus and the Risk Factors sections contained in our Annual Report on Form 10-K for the year ended December 31, 2023 (the Annual Report).
General
The Companys common shares are listed on
the Cboe Canada (the Cboe) under the symbol CBST and are quoted on the OTCQX Best Market (the OTCQX) under the symbol CBSTF and on the Frankfurt Stock Exchange under the symbol
3LP.
The Companys principal business activity is the production and sale of cannabis as regulated by the regulatory bodies and
authorities of the jurisdictions in which it operates.
The Company, through its subsidiaries, currently owns or manages interests in several
state-licensed medical and/or adult use marijuana businesses in Arizona, California, Colorado, Delaware, Florida, Illinois, Maryland, Massachusetts, New Jersey, New York, Ohio, Pennsylvania, Virginia, Washington, D.C. and West Virginia. The Company
has exited its prior operations in Missouri, Utah, the European Union and Puerto Rico.
The registered office of the Company is 1700, 666 Burrard St.,
Vancouver, BC V6C 2X8. The head office is located at 680 5th Ave., 24th Floor, New York, New York 10019. The Companys telephone number is (212)
634-7100.
History of the Company
The Company was incorporated under the Business Corporations Act (Ontario) (the OBCA) on August 13, 2018 under
the name Canaccord Genuity Growth Corp. as a special purpose acquisition corporation for the purpose of effecting an acquisition of one or more businesses or assets, by way of a merger, amalgamation, arrangement, share exchange, asset
acquisition, share purchase, reorganization or any other similar business combination.
On October 17, 2018, the Company announced that it had
entered into a letter of intent with Columbia Care LLC (Old Columbia Care) to exclusively negotiate a business combination between the two companies. On November 21, 2018, the Company announced that it had entered into a
definitive agreement (the Transaction Agreement) with Old Columbia Care pursuant to which, among other things, the Company would acquire all of the membership interests of Old Columbia Care by way of a merger between Old Columbia
Care and a newly-formed Delaware subsidiary of the Company (the Business Combination). The Business Combination constituted the Companys qualifying transaction.
The Business Combination was completed on April 26, 2019, at which point Old Columbia Care became a 100% wholly-owned subsidiary of the Company. In
connection with the closing of the Business Combination, the Company was continued out of the jurisdiction of Ontario under the OBCA and into the jurisdiction of British Columbia under the Business Corporations Act (British
Columbia) (BCBCA).
Effective September 19, 2023, the Company changed its name from Columbia Care Inc. to The
Cannabist Company Holdings Inc. (the Name Change). In connection with the Name Change, on September 21, 2023, the Companys Common Shares and warrants began trading under the ticker symbols CBST and
CBST.WT, respectively, on the Cboe. The Companys Common Shares began trading under ticker symbol CBSTF on the OTCQX on September 26, 2023.