UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



FORM 40-F



 ̈REGISTRATION
STATEMENT PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934



OR



x ANNUAL
REPORT PURSUANT TO SECTION 13(a) OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934



|For the
fiscal year endedDecember 31, 2021 | Commission
File Number 000-56261 | 
|------------------------------------------ | -------------------------------- | 










Glass House Brands Inc.

(Exact name of registrant as specified in its
charter)



N/A

(Translation of Registrant’s name into English
(if applicable))

|                                                                  |  |                                                                          |  |                                                       
|----------------------------------------------------------------- |  | ------------------------------------------------------------------------ |  | ------------------------------------------------------
|British Columbia, Canada                                          |  | 2833                                                                     |  | 87-4028335                                            
|(Province or other jurisdiction of
incorporation or organization) |  | (Primary Standard Industrial
 ClassificationCode Number (if applicable)) |  | (I.R.S. EmployerIdentification Number (if applicable))



3645 Long Beach Blvd.

Long Beach, California 90807

212-299-7670

(Address and telephone number of Registrant’s
principal executive offices)












Kyle Kazan

3645 Long Beach Blvd.

Long Beach, California 90807

212-299-7670





(Name, address (including zip code) and telephone
number (including area code) of agent for service in the United States)










Securities registered or to be registered pursuant
to Section 12(b) of the Act: None.

|                    |                   |                                           |  |  |  |  |  | 
|------------------- | ----------------- | ----------------------------------------- |  |  |  |  |  | 
|Title of each class | Trading Symbol(s) | Name of each exchange on which registered
|N/A                 | N/A               | N/A                                      



Securities registered or to be registered pursuant
to Section 12(g) of the Act: Subordinate, Restricted and Limited Voting Shares, without par value.



Securities for which there is a reporting obligation
pursuant to Section 15(d) of the Act: None.



For annual reports, indicate by check mark the
information filed with this form:

|                          |                                      |  |  |  | 
|------------------------- | ------------------------------------ |  |  |  | 
| ̈ Annual information form | xAudited
annual financial statements



Indicate the number of outstanding shares of
each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report. As of
December 31, 2021, there were 38,563,405 Subordinate, Restricted and Limited Voting Shares and 4,754,979 Multiple Voting
Shares outstanding.



Indicate by check mark whether the Registrant
(1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months
(or for such shorter period that the Registrant was required to file such reports) and (2) has been subject to such filing requirements
for the past 90 days.



x Yes
 ̈ No



Indicate by check mark whether the registrant
has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405
of this chapter) during the preceding 12 months (or such shorter period that the registrant was required to submit such files).



 ̈ Yes
 ̈ No



Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 12b-2 of the Exchange Act.



Emerging
growth company x



If an emerging growth
company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not
to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of
the Exchange Act. ̈



Indicate by check
mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal
control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public
accounting firm that prepared or issued its audit report. ̈




















PRINCIPAL DOCUMENTS



The following documents
have been filed as part of the Annual Report on Form 40-F (this “Annual Report”):



A.    Audited
Consolidated Financial Statements of Glass House Brands Inc. (the “Company”) as at and for the years ended December 31, 2021
and 2020, including the notes thereto, together with the report of the independent registered public accounting firm thereon (the “Audited
Annual Financial Statements”); and



B.Management’s
Discussion and Analysis of the Company for the year ended December 31, 2021 (the “2021 MD&A”).



The Company expects to
file its Annual Information Form (the “2021 AIF”) for the year ended December 31, 2021 on Form 40-F/A no later than
March 31, 2022.



DISCLOSURE CONTROLS AND PROCEDURES



The Company's Chief Executive Officer and Chief Financial Officer have evaluated the effectiveness of the Company's disclosure controls
and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”))
as of the end of the period covered by this Annual Report (the “Evaluation Date”). Based on that evaluation, the Chief Executive
Officer and Chief Financial Officer have concluded that, as of the Evaluation Date, the Company's disclosure controls and procedures,
as a result of the material weaknesses in the Company's internal control over financial reporting, were not effective to ensure that information
required to be disclosed by the Company in reports that it files or submits under the Exchange Act is (i) recorded, processed, summarized
and reported within the time periods specified in the rules and forms of the Commission and (ii) accumulated and communicated to the Company's
management, including its Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required
disclosure.



MANAGEMENT’S ANNUAL REPORT ON INTERNAL
CONTROL OVER FINANCIAL REPORTING



This Annual Report does not
include a report of management’s assessment regarding internal control over financial reporting due to a transition period established
by rules of the U.S. Securities and Exchange Commission (the “Commission”) for newly public companies.



ATTESTATION REPORT OF THE REGISTERED PUBLIC
ACCOUNTING FIRM



In accordance with the United States Jumpstart Our Business Startup Act (the “JOBS Act”) enacted
on April 5, 2012, the Company qualifies as an “emerging growth company” (an “EGC”), which entitles the Company
to take advantage of certain exemptions from various reporting requirements. Specifically, the JOBS Act defers the requirement to have
the Company’s independent auditor assess the Company’s internal controls over financial reporting under Section 404(b) of
the Sarbanes-Oxley Act. As such, the Company is exempted from the requirement to include an auditor attestation report in this Annual
Report for so long as the Company remains an EGC, which may be for as long as five years following its initial registration in the United
States.













CHANGES IN INTERNAL CONTROLS OVER FINANCIAL
REPORTING



During the period covered
by this Annual Report, there was no change in the Company’s internal control over financial reporting that has materially affected,
or is reasonably likely to materially affect, its internal control over financial reporting.



NOTICES PURSUANT TO REGULATION BTR



There were no notices required
by Rule 104 of Regulation BTR that the Company sent during the year ended December 31, 2021 concerning any equity security subject
to a blackout period under Rule 101 of Regulation BTR.



AUDIT COMMITTEE FINANCIAL EXPERT



The Company’s board
of directors has determined that the Company has at least one “audit committee financial expert” (as defined in paragraph
(8)(b) of General Instruction B to Form 40-F) and that Hector De La Torre is the Company’s “audit committee financial
expert” serving on the Audit Committee of the board of directors of the Company. Hector De La Torre is “independent”
(as determined under Exchange Act Rule 10A-3) and Nasdaq listing standards.



CODE OF BUSINESS CONDUCT AND ETHICS



The Company has adopted
a code of business conduct and ethics that applies to all members of its board of directors, as well as its senior officers and
other employees. A copy of the code of business conduct and ethics is posted on the Company’s Internet website at www.glasshousebrands.com.
If there are any amendments to the code of business conduct and ethics, the Company intends to provide a brief description of the
amendment and a copy of the amendment via its website. No amendments to the code of business conduct and ethics were made and no
waivers of the code of business conduct and ethics have been granted to any principal officer of the Company or any person
performing similar functions during the year ended December 31, 2021. Information contained or otherwise accessed through the
Company’s website or any other website, other than those documents filed as exhibits hereto or otherwise specifically referred
to herein, does not form part of this Annual Report, and any reference to the Company’s website herein is as an inactive
textual reference only.



PRINCIPAL ACCOUNTANT FEES AND SERVICES



The following table sets
out the fees billed to the Company by Macias Gini & O’Connell LLP for professional services rendered in each of the years ended
December 31, 2021 and 2020. During these years, Macias Gini & O’Connell LLP was the Company’s only external auditor.



|(in US$)            |  | Year ended
    December 31,
    2021 |           |  | Year ended
    December 31, 2020 |  
|------------------- |  | ------------------------------------ | --------- |  | -------------------------------- | -
|Audit Fees (note 1) |  | $                                    | 1,346,799 |  |                                  | $
|Audit-Related Fees  |  |                                      | -         |  |                                  |  
|Tax Fees            |  |                                      | -         |  |                                  |  
|All Other Fees      |  |                                      | -         |  |                                  |  
|                    |  | $                                    | 1,346,799 |  |                                  | $



Notes:



|1. | The aggregate fees billed for audit services.
|-- | ---------------------------------------------



The Company’s Audit Committee pre-approves
all audit services and permitted non-audit services provided to the Company by Macias Gini & O’Connell LLP.















OFF-BALANCE SHEET ARRANGEMENTS



The Company does not have
any off-balance sheet arrangements that have, or are reasonably likely to have, a current or future effect on the results of operations
or financial condition of the Company including, without limitation, such considerations as liquidity and capital resources that have
not previously been discussed.



CONTRACTUAL OBLIGATIONS



The information provided
under the heading “Contractual Obligations” set forth on page 12 of the 2021 MD&A filed as Exhibit 99.2 to this Annual
Report, incorporated herein by reference.



IDENTIFICATION OF THE
AUDIT COMMITTEE



Not applicable.



MINE SAFETY DISCLOSURE



Not applicable.



DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT
PREVENT INSPECTIONS



Not applicable.



UNDERTAKING AND CONSENT TO SERVICE OF PROCESS



A. Undertaking



The Company 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: the securities registered pursuant to Form 40-F; the securities
in relation to which the obligation to file an annual report on Form 40-F arises; or transactions in said securities.



B. Consent to Service
of Process



A written consent to service
of process on Form F-X has been previously filed with the Commission. Any change to the name or address of the Company’s agent
for service shall be communicated promptly to the Commission by amendment to the Form F-X referencing the file number of the Company.



EXHIBIT INDEX



The following documents are being filed with
the Commission as exhibits to this Annual Report on Form 40-F.

|        |  |                                                                                                                                                    |  |  |  |  |  | 
|------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------- |  |  |  |  |  | 
|Exhibit |  | Description                                                                                                                                       
|99.1    |  | Audited Consolidated Financial Statements for the years ended December 31, 2021 and 2020.                                                         
|99.2    |  | Management’s Discussion and Analysis of the Company for the year
ended December 31, 2021.                                                         
|99.3*   |  | Annual
    Information Form for the year ended December 31, 2021.                                                                                 
|99.4    |  | Certification of Chief Executive Officer pursuant to Rule 13a-14(a) under the Exchange Act.                                                       
|99.5    |  | Certification of Chief Financial Officer pursuant to Rule 13a-14(a) under the Exchange Act.                                                       
|99.6**  |  | Certification of Chief Executive Officer and Chief Financial Officer pursuant to Rule 13a-149b) under the Exchange
Act and 18 U.S.C. Section 1350.
|99.7    |  | Consent
    of Macias Gini & O’Connell LLP.                                                                                                       



* To be filed by amendment.



** This exhibit is furnished with this Annual Report, is not deemed filed with the Commission, and is not incorporated by reference into
any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date hereof
and irrespective of any general incorporation language in such filing.















SIGNATURES



Pursuant to the requirements
of the Exchange Act, the Registrant certifies that it meets all of the requirements for filing on Form 40-F and has duly caused
this Annual Report to be signed on its behalf by the undersigned, thereto duly authorized.





|                     | GLASS HOUSE
                                                                         BRANDS INC.
|-------------------- | ------------------------------------------------------------------------------------------------
|                     |                                                                                                 
|Date: March 22, 2022 | By:                                                                                             
|                     | Name: Kyle Kazan                                                                                
|                     | Title: Chief Executive Officer