AURORA CANNABIS INC 接受 Curaleaf Holdings, Inc. 的收购要约

As filed with the Securities and Exchange Commission on October 6, 2026

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Amendment No. 2

To

SCHEDULE 14D-1F

TENDER OFFER STATEMENT PURSUANT TO RULE 14d-1(b)

UNDER THE SECURITIES EXCHANGE ACT OF 1934

AURORA CANNABIS INC.

(Name of Subject Company)

Not Applicable

(Translation of Subject Company’s name into English (if applicable))

British Columbia, Canada

(Jurisdiction of Subject Company’s Incorporation or Organization)

CURALEAF HOLDINGS, INC.

(Bidder)

Common Shares

(Title of Class of Securities)

05156X850 (CUSIP Number of Class of Securities (if applicable))

Boris Jordan

250 Harbor Drive

Third Floor

Stamford, Connecticut 06902

(781) 451-0150

(Name, address (including zip code) and telephone number (including area code)

of person(s) authorized to receive notices and communications on behalf of bidder)

August 18, 2026

(Date tender offer first published, sent or given to securityholders)

EXPLANATORY NOTE

The bidder hereby amends the Schedule 14D-1F filed with the U.S. Securities and Exchange Commission on August 18, 2026, as amended by Amendment No. 1 filed on August 27, 2026, to file under cover of this Schedule, pursuant to Part I, Item 1(b), the Notice of Variation, Change and Extension dated October 6, 2026, filed on SEDAR+, which amends the consideration and extends the Expiry Time as described therein. Except as amended hereby, the Schedule remains unchanged.

PART I

INFORMATION REQUIRED TO BE SENT TO SHAREHOLDERS

Item 1. Home Jurisdiction Documents.

Offer to Purchase and Circular, dated as of August 18, 2026 (“Offer to Purchase and Circular”), including the Letter of Transmittal and Notice of Guaranteed Delivery*

Notice of Variation, Change and Extension dated October 6, 2026 (attached as Exhibit 1.4).

Item 2. Informational Legends.

See “Notice to Shareholders in the United States” in the Offer to Purchase and Circular, dated as of August 18, 2026, and “Notice to Shareholders in the United States” in the Notice of Variation, Change and Extension.

* Previously filed with Schedule 14D-1F dated August 18, 2026.

PART II

INFORMATION NOT REQUIRED TO BE SENT TO SHAREHOLDERS

The following documents are filed as exhibits to this Schedule:

PART III

UNDERTAKINGS AND CONSENT TO SERVICE OF PROCESS

Item 1. Undertakings.

(a) The bidder undertakes to make available, in person or by telephone, representatives to respond to inquiries made by the Commission staff, and to furnish promptly, when requested to do so by the Commission staff, information relating to this Schedule or to transactions in said securities.

(b) The bidder undertakes to disclose in the United States, on the same basis as it is required to make such disclosure pursuant to applicable Canadian federal and/or provincial or territorial law, regulations or policies, or otherwise discloses, information regarding purchases of the issuer’s securities in connection with the exchange offer covered by this Schedule. Such information shall be set forth in amendments to this Schedule.

(c) The bidder further undertakes to disclose in the United States, on the same basis as it is required to make such disclosure pursuant to any applicable Canadian federal and/or provincial or territorial law, regulation or policy, or otherwise discloses, information regarding purchases of the issuer’s or bidder’s securities in connection with the offer.

Item 2. Consent to Service of Process

(a) The bidder has filed with the Commission a written irrevocable consent and power of attorney on Form F-X.

(b) Any change to the name or address of the agent for service of the registrant shall be communicated promptly to the Commission by amendment to Form F-X referencing the file number of the registrant.

PART IV

SIGNATURES

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.