Cronos Group Inc. filed a Form 8-K on September 11, 2026, disclosing a second amendment to its Share Sale and Purchase Agreement relating to the planned acquisition of CanAdelaar B.V., extending the Long Stop Date from September 9, 2026 to October 15, 2026.

Key Highlights

  • Amendment date: The Second SPA Amendment was entered into on September 8, 2026.
  • Deadline extended: The Long Stop Date was extended from September 9, 2026 to October 15, 2026.
  • Target company: CanAdelaar B.V. is described as one of ten licensed cannabis growers in the Dutch Controlled Cannabis Supply Chain Experiment.
  • Parties involved: Cronos Group Inc., its indirect wholly owned subsidiary CGM B.V. (the Purchaser), "Ring" International Holding AG, and Landewyck Tobacco S.A. are the parties to the amended agreement.
  • Original agreement: The Share Sale and Purchase Agreement was originally dated December 9, 2025.
  • SPA status: According to the filing, "except as expressly amended by the Second SPA Amendment, the SPA remains in full force and effect in accordance with its terms."

Cronos Group Pushes CanAdelaar Acquisition Closing Deadline to October 2026

Cronos Group Inc. (NASDAQ:CRON), incorporated in British Columbia, Canada, disclosed through its indirect wholly owned subsidiary CGM B.V. that it has amended the terms of an agreement to acquire all of the issued and outstanding shares of CanAdelaar B.V. The filing identifies CanAdelaar as a private company with limited liability and one of ten licensed cannabis growers in the Dutch Controlled Cannabis Supply Chain Experiment.

The amendment, designated the Second SPA Amendment, was executed on September 8, 2026, and solely modifies the Long Stop Date as defined in the original Share Sale and Purchase Agreement dated December 9, 2025. The Long Stop Date, which had previously been set at September 9, 2026, has been moved to October 15, 2026. The counterparties to the amendment are "Ring" International Holding AG and Landewyck Tobacco S.A., collectively identified as the Sellers in the filing.

The filing notes that the description of the Second SPA Amendment "does not purport to be complete" and directs readers to the full text filed as Exhibit 2.1. The Current Report was signed by Michael Gorenstein, President and Chief Executive Officer of Cronos Group Inc., dated September 8, 2026. No financial terms, purchase price, or other conditions of the underlying SPA were altered or disclosed in this amendment, according to the filing.

What Was Disclosed

Cronos Group disclosed a second amendment to its share purchase agreement for CanAdelaar B.V., extending the transaction's Long Stop Date by approximately five weeks, from September 9, 2026 to October 15, 2026, with all other SPA terms remaining unchanged.