UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



FORM 40-F/A

(Amendment No. 1)



[Check one]



| |  ̈ | 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 ended December 31, 2022 | 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
Classification
Code Number (if applicable)) |  | (I.R.S. Employer
Identification 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:



|x Annual
    information form | x Audited
    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,
2022, there were 55,653,855 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 for such shorter period that the registrant was required to submit such files).



x 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 companyx



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.  ̈



† The term “new or revised financial
accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification
after April 5, 2012.



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. ̈



If
securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of
the registrant included in the filing reflect the correction of an error to previously issued financial statements. ̈



Indicate
by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation
received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ̈




















EXHIBIT INDEX



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



|Exhibit 
No. |  | Description                                                                                                                                      
|------------ |  | -------------------------------------------------------------------------------------------------------------------------------------------------
|99.1*        |  | Audited Consolidated Financial Statements for the years ended December 31, 2022 and 2021                                                         
|99.2*        |  | Management’s Discussion and Analysis of the Company for the year ended December 31, 2022                                                         
|99.3         |  | Annual Information Form for the year ended December 31, 2022                                                                                     
|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-14(b) under the Exchange Act and 18 U.S.C. Section 1350
|99.7         |  | Consent of Macias Gini & O’Connell LLP                                                                                                           
|             |  |                                                                                                                                                  
|101.SCH*     |  | Inline XBRL Taxonomy Extension Schema Document                                                                                                   
|101.CAL*     |  | Inline XBRL Taxonomy Extension Calculation Linkbase Document                                                                                     
|101.DEF*     |  | Inline XBRL Taxonomy Extension Definition Linkbase Document                                                                                      
|101.LAB*     |  | Inline XBRL Taxonomy Extension Label Linkbase Document                                                                                           
|101.PRE*     |  | Inline XBRL Taxonomy Extension Presentation Linkbase Document                                                                                    
|104*         |  | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)                                                         



* Previously filed.



** This exhibit is furnished with this Annual
Report on Form 40-F/A, 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
Amendment No.1 to be signed on its behalf by the undersigned, thereto duly authorized.



|                    | GLASS HOUSE BRANDS INC.       
|------------------- | ------------------------------
|                    |                               
|Date: April 3, 2023 | By:                           
|                    | Name: Kyle Kazan              
|                    | Title: Chief Executive Officer