Curaleaf : CONSOLIDATED FINANCIAL STATEMENTS AS OF AND FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022

Exhibit 99.2

CURALEAF HOLDINGS, INC.

Consolidated Financial Statements

As of and for the Years Ended

December 31, 2023 and 2022

(Expressed in Thousands United States Dollars Unless Otherwise Stated)

	Page(s)
Report of Independent Registered Public Accounting Firm (PCAOB ID 127)	1
Financial Statements:
Consolidated Balance Sheets as of December 31, 2023 and 2022	4
Consolidated Statements of Operations for the years ended December 31, 2023 and 2022	5
Consolidated Statements of Comprehensive Loss for the years ended December 31, 2023 and 2022	6
Consolidated Statements of Temporary Equity and Shareholders' Equity for the years ended
December 31, 2023 and 2022	7
Consolidated Statements of Cash Flows for the years ended December 31, 2023 and 2022	8
Notes to Consolidated Financial Statements	10

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Shareholders of Curaleaf Holdings, Inc.

Opinion on the Consolidated Financial Statements

We have audited the accompanying consolidated balance sheets of Curaleaf Holdings, Inc. (the "Company") as of December 31, 2023 and 2022, the related consolidated statements of operations, comprehensive loss, temporary equity and shareholders' equity, and cash flows for each of the two years in the period ended December 31, 2023, and the related notes (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2023 and 2022, and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2023, in conformity with accounting principles generally accepted in the United States of America.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) ("PCAOB"), the Company's internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control-IntegratedFramework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO), and our report dated March 6, 2024, expressed an unqualified opinion.

Basis for Opinion

These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matters

The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

Valuation of inventory

As described in Notes 3 and 8, to the consolidated financial statements, the Company's inventory, net at December 31, 2023, was $215.9 million and consists of cannabis and non-cannabis raw materials, work-in-process and finished goods. Inventory is valued at cost and subsequently at the lower of cost and net realizable value. Significant inputs and assumptions including allocation of production and overhead costs to units produced. In addition, the Company records a provision for aged, obsolete, or unsellable inventory, which can involve a high degree of judgment. The Company periodically reviews its inventory and identifies which is aged, obsolete, or unsellable by considering factors such as inventory levels, expected product life and forecasted sales demand.

The valuation of inventory was identified as a critical audit matter because of the significant assumptions management makes with regards to its valuation of inventory and the increased extent of effort required performing audit procedures to evaluate the reasonableness of management's assumptions and estimates.

The primary procedures we performed to address this critical audit matter included:

• Performed an observation of the Company's physical inventory count, including independent test counts thereon.

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• Obtained an understanding of and evaluated the design of the internal controls over management's valuation of inventory including the allocation of production and overhead costs to inventories.
• Obtained an understanding of management's policy for setting standard costs including yield and lifecycle assumptions and evaluated the reasonableness of the significant assumptions by testing inventory costs based on historical production and third-party purchases.
• Evaluated the appropriateness of management's methodologies used, as well as the significant assumptions and inputs, in developing their assessment of net realizable value and their estimated reserve for slow-moving or excess inventory by comparing significant assumptions used by management to historical information, independent calculations, current selling prices and current costs, and evidence obtained in other areas of the audit.
• Tested the mathematical accuracy of the calculations performed along with assessing the completeness and accuracy of the information used in the calculations.

Evaluation of the impairment analysis for goodwill and intangible assets

As described in Note 12 to the financial statements, the carrying values of the Company's goodwill and intangible assets, net of accumulated amortization, was $626.6 million and $1,172.4 million, respectively, as of December 31, 2023. The Company performs impairment testing on an annual basis or whenever there is a triggering event. Impairment charges are determined by comparing the fair value of the reporting unit to its carrying value.

The Company recognized an impairment charge in the amount of $58.5 million, allocated $50.7 million to goodwill and $7.8 million to intangible assets during the year ended December 31, 2023. We identified the evaluation of goodwill and intangible asset impairment as a critical audit matter. There was a high degree of auditor judgment required to evaluate the significant assumptions used in determining the fair value estimates, which required the use of professionals with specialized skills and knowledge. The sensitivity of reasonably possible changes to those assumptions could have a significant impact on the determination of the fair value and the Company's assessment of impairment.

The primary procedures we performed to address this critical audit matter included:

• Obtained an understanding of and evaluated the design of the internal control related to management's process as it relates to the impairment of goodwill and intangible assets.
• Confirmed the appropriateness of the reporting units evaluated in performing management's impairment analysis.
• Evaluated the impairment analysis performed by a third party retained by management to assist with the Company's impairment assessments.
• Evaluated the credentials of the third-party valuation firm to determine whether the personnel had the appropriate experience and expertise to perform the impairment analysis.
• Evaluated the Company's forecasted sales growth rates and margins and compared the growth assumptions to the Company's historical performance and to relevant market data.
• With the assistance of our firm valuation specialists, we tested the appropriateness of the judgments and assumptions used by management in conducting its impairment analysis, including:
• 1. Tested the mathematical accuracy of the calculations performed along with assessing the completeness and accuracy of the information used in the calculations.
  2. Evaluated the appropriateness of the valuation methodologies used, as well as the reasonableness of significant assumptions and inputs used, including anticipated future cash flows, discount rates, market multiples, risk-free rate, and the weighted-average cost of capital.
  3. Performed sensitivity analyses to evaluate the changes in the fair value of the reporting units that we deemed to be at risk of impairment.
  4. Compared significant assumptions used by management to historical results of operations, industry and market data, and other evidence obtained in the performance of the audit.
• Assessed the adequacy of the disclosures related to goodwill and intangible assets in the consolidated financial statements.

We have served as the Company's auditor since 2022.

/s/ PKF O'Connor Davies, LLP

New York, New York

March 6, 2024

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Shareholders of Curaleaf Holdings, Inc.

Opinion on Internal Control Over Financial Reporting

We have audited Curaleaf Holdings, Inc.'s (the "Company") internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control-IntegratedFramework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO"). In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control-IntegratedFramework (2013) issued by COSO.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) ("PCAOB"), the consolidated balance sheets of the Company as of December 31, 2023 and 2022, and the related consolidated statements of operations, comprehensive loss, temporary equity and shareholders' equity, and cash flows for each of the two years in the period ended December 31, 2023, and our report dated March 6, 2024, expressed an unqualified opinion.

Basis for Opinion

The Company's management is responsible for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management's Annual Report on Internal Controls over Financial Reporting. Our responsibility is to express an opinion on the Company's internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

Definition and Limitations of Internal Control over Financial Reporting

A company's internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ PKF O'Connor Davies, LLP

New York, New York

March 6, 2024

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Curaleaf Holdings, Inc.

Consolidated Balance Sheets

(in thousands)

	Note			December 31, 2023			December 31, 2022
Assets
Current assets:
Cash, cash equivalents and restricted cash		$	91,818	$	163,177
Accounts receivable, net of allowance for credit losses of $6,717 and $4,042, respectively	7			55,660			45,179
Inventories, net	8			215,913			234,782
Assets held for sale	5			17,795			180,452
Prepaid expenses and other current assets				30,397			28,835
Current portion of note receivable	9			7,020			-
Total current assets				418,603			652,425
Deferred tax asset	21			419			1,564
Property, plant and equipment, net	10			571,627			595,846
Right-of-use assets, finance lease, net	11			143,203			156,586
Right-of-use assets, operating lease, net	11			118,435			118,155
Intangible assets, net	12			1,172,445			1,213,303
Goodwill	12			626,628			625,129
Investments				2,477			2,797
Income tax receivable				30,168			33,296
Other assets	4,21			12,571			15,459
Total assets		$	3,096,576	$	3,414,560
Liabilities, Temporary equity and Shareholders' equity
Current liabilities:
Accounts payable	26	$	79,319	$	80,789
Accrued expenses	13			101,311			103,311
Income tax payable	21			198,056			149,569
Lease liabilities, finance lease - current	11			9,428			8,340
Lease liabilities, operating lease - current	11			15,993			17,001
Notes payable - current	14,25			39,478			51,882
Contingent consideration liability - current	4,26			11,901			18,538
Liabilities held for sale	5			9,173			36,529
Deferred consideration liability - current	4			22,342			24,446
Financial obligation - current	11			5,777			4,740
Other current liabilities				1,256			1,723
Total current liabilities				494,034			496,868
Deferred tax liability	21			297,185			308,974
Notes payable, net	14,25			548,289			570,788
Lease liabilities, finance lease	11			159,961			167,411
Lease liabilities, operating lease	11			110,398			113,307
Uncertain tax position				79,142			94,516
Contingent consideration liability	4,26			4,724			10,572
Deferred consideration liability	4			21,310			36,854
Financial obligation	11			208,895			214,139
Other long-term liability				1,346			313
Total liabilities				1,925,284			2,013,742
Commitment and contingencies	24
Temporary equity:
Redeemable non-controlling interest contingency	16			120,650			121,113
Shareholders' equity:
Additional paid-in capital				2,204,318			2,163,061
Treasury shares	15			(1,050)			(5,208)
Accumulated other comprehensive loss				(11,875)			(18,594)
Accumulated deficit				(1,140,751)			(859,554)
Total shareholders' equity				1,050,642			1,279,705
Total liabilities, temporary equity and shareholders' equity		$	3,096,576	$	3,414,560

The accompanying notes are an integral part of the Consolidated Financial Statements (as defined herein).

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Curaleaf Holdings, Inc.

Consolidated Statements of Operations

(in thousands, except for share and per share amounts)

			Year ended December 31,
	Note	2023			2022
Revenues, net:	20
Retail and wholesale revenues	$	1,340,778	$	1,270,578
Management fee income			5,854			4,842
Total revenues, net			1,346,632			1,275,420
Cost of goods sold			732,183			649,001
Gross profit			614,449			626,419
Operating expenses:
Selling, general and administrative	18		414,773			419,880
Share-based compensation	17		20,010			28,017
Depreciation and amortization	10,11,12		136,783			113,534
Total operating expenses			571,566			561,431
Income from operations			42,883			64,988
Other income (expense):
Interest income			23			136
Interest expense	14		(57,966)			(55,201)
Interest expense related to lease liabilities and financial obligations	11		(42,416)			(33,641)
Loss on impairment	10,11,12		(67,076)			(82,615)
Other income, net	19		186			19,845
Total other expense, net			(167,249)			(151,476)
Loss before provision for income taxes			(124,366)			(86,488)
Provision for income taxes	21		(114,589)			(178,822)
Net loss from continuing operations			(238,955)			(265,310)
Net loss from discontinued operations	6		(51,382)			(111,622)
Net loss			(290,337)			(376,932)
Less: Net loss attributable to non-controlling interest			(9,140)			(6,833)
Net loss attributable to Curaleaf Holdings, Inc.	$	(281,197)	$	(370,099)
Per share - basic and diluted:	22
Loss per share from continuing operations, net of loss attributable to	$	(0.32)	$	(0.36)
non-controlling interest
Loss per share from discontinued operations			(0.07)			(0.16)
Loss per share attributable to Curaleaf Holdings, Inc. - basic and
diluted	$	(0.39)	$	(0.52)
Weighted average common shares outstanding - basic and diluted	22
	724,124,894			711,159,444

The accompanying notes are an integral part of the Consolidated Financial Statements (as defined herein).

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Curaleaf Holdings, Inc.

Consolidated Statements of Comprehensive Loss

(in thousands)

		Year ended December 31,
		2023			2022
Net loss from continuing operations	$	(238,955)	$	(265,310)
Foreign currency translation gain (loss)		11,230			(17,432)
Total comprehensive loss from continuing operations		(227,725)			(282,742)
Total comprehensive loss from discontinued operations, net of tax		(51,382)			(111,622)
Total comprehensive loss		(279,107)			(394,364)
Less: Comprehensive loss attributable to non-controlling interest		(4,629)			(12,415)
Comprehensive loss attributable to Curaleaf Holdings, Inc.	$	(274,478)	$	(381,949)

The accompanying notes are an integral part of the Consolidated Financial Statements (as defined herein).

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Curaleaf Holdings, Inc.

Consolidated Statements of Temporary Equity and Shareholders' Equity

(in thousands, except for share amounts)

			Redeemable	Common shares									Accumulated
		non-controlling		Additional						other						Total
		Number of Shares
			interest			paid-in		Treasury		comprehensive		Accumulated		shareholders'
	Note	contingency		SVS*		MVS*			capital			shares			loss			deficit			equity
Balances as of December 31, 2021		$	118,972		614,369,729		93,970,705		$	2,047,531		$	(5,208)		$	(6,744)		$	(489,455)		$	1,546,124
Issuance of shares in connection with acquisitions			-	7,392,857		-			35,671			-			-			-			35,671
Acquisition related deferred equity consideration			-	-		-			59,289			-			-			-			59,289
Acquisition escrow shares returned and retired			-	(980,098)		-			(10,370)			-			-			-			(10,370)
Initial non-controlling interest - Four20 Pharma			14,556		-		-			-			-			-			-			-
Foreign currency exchange variance			(5,582)		-		-			-			-			(11,850)			-			(11,850)
Exercise of stock options			-	1,269,953		-			524			-			-			-			524
Issuance of SVS for settlement of RSUs			-	1,315,176		-			(1,336)			-			-			-			(1,336)
Reclassifications	2		-	-		-			3,735			-			-			-			3,735
Share-based compensation			-	152,508		-			28,017			-			-			-			28,017
Net Loss			(6,833)		-		-			-			-			-			(370,099)			(370,099)
Balances as of December 31, 2022			121,113		623,520,125		93,970,705			2,163,061			(5,208)			(18,594)			(859,554)			1,279,705
Issuance of shares in connection with acquisitions			-	12,329,002		-			17,375			-			-			-			17,375
Issuance of shares in connection with public offering			-	2,700,000		-			11,497			-			-			-			11,497
SVS contributed to Curaleaf, Inc. in connection with the	2,15
Reorganization			-	(254,315)		-			-			(1,050)			-			-			(1,050)
Acquisition escrow shares returned and retired			-	(350,794)		-			(2,465)			-			-			-			(2,465)
Contribution from non-controlling interest			4,166		-		-			-			-			-			-			-
Foreign currency exchange variance			4,511		-		-			-			-			6,719			-			6,719
Exercise of stock options			-	211,775		-			48			-			-			-			48
Issuance of SVS for settlement of RSUs			-	1,601,305		-			-			-			-			-			-
Reclassifications	2		-	-		-			(5,208)			5,208			-			-			-
Share-based compensation			-	-		-			20,010			-			-			-			20,010
Net Loss			(9,140)		-		-			-			-			-			(281,197)			(281,197)
Balances as of December 31, 2023	$	120,650		639,757,098	93,970,705	$	2,204,318	$	(1,050)	$	(11,875)	$	(1,140,751)	$	1,050,642
*as defined herein

The accompanying notes are an integral part of the Consolidated Financial Statements (as defined herein).

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Curaleaf Holdings, Inc.

Consolidated Statements of Cash Flows

(in thousands)

		Year ended December 31,
		2023			2022
Cash flows from operating activities:
Net loss from continuing operations	$	(238,955)	$	(265,310)
Adjustments to reconcile net loss to net cash provided by operating activities from continuing
operations:
Depreciation and amortization		195,880			155,978
Share-based compensation		20,010			28,017
Non-cash interest expense		14,402			11,609
Amortization of operating lease right-of-use assets		16,034			9,663
Loss on impairment		67,076			82,615
Gain on modification and extinguishment of debt		(2,065)			(205)
Loss on disposal of assets		8,541			548
Gain on investment		(2,073)			(21,952)
Non-cash adjustments to inventory		13,208			12,721
Allowance for credit losses		2,050			3,118
Deferred taxes		(29,900)			(15,121)
Other non-cash expenses		(5,010)			-
Payment of contingent consideration liability in excess of acquisition-date fair value		(2,095)			-
Changes in assets and liabilities:
Accounts receivable, net		(12,221)			(3,329)
Inventories, net		9,851			(16,103)
Prepaid expenses and other current assets		(4,048)			(10,905)
Income tax receivable		12,331			(16,891)
Assets held for sale		3,959			-
Other assets		4,546			4,267
Accounts payable		2,230			50,094
Income tax payable		47,986			7,814
Operating leases		(16,536)			(5,309)
Accrued expenses		(13,957)			56,403
Net cash provided by operating activities from continuing operations		91,244			67,722
Net cash used in operating activities from discontinued operations		(15,983)			(21,319)
Net cash provided by operating activities		75,261			46,403
Cash flows from investing activities:
Purchases of property, plant and equipment, net of proceeds from disposals		(65,446)			(134,643)
Proceeds from sale of entities		-			10,987
Proceeds from consolidation of acquisitions		-			29,894
Purchases of intangibles		(4,857)			-
Acquisition related cash payments		(3,630)			(119,205)
Payments received on notes receivable		-			2,315
Issuance of notes receivable to third party		(7,020)			-
Dividend received		-			468
Net cash used in investing activities from continuing operations		(80,953)			(210,184)
Net cash provided by (used in) investing activities from discontinued operations		2,266			(9,696)
Net cash used in investing activities		(78,687)			(219,880)
Cash flows from financing activities:
Proceeds from issuance of notes payable		8,612			-
Minority interest investment in Curaleaf International		4,166			-
Proceeds from finance leases and financial obligations		243			65,241

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