[SCHEDULE 13D/A] TerrAscend Corp. SEC Filing

Rhea-AI Filing Summary

TerrAscend ownership update: Multiple reporting persons affiliated with JW Asset Management reported changes to their holdings in TerrAscend Corp. following distributions on August 27, 2025 that reduced fund-level positions. The filing shows specific beneficial ownership counts: JW Asset Management reports 82,814,306 shares (26.19%), JW GP reports 82,654,322 shares (26.14%), JW Partners reports 57,621,892 shares (18.40%), JW Opportunities Fund reports 22,532,576 shares (7.29%) and Jason G. Wild reports 93,775,822 shares (29.54%).

The distributions arose from liquidations and a share-class closure; as part of the distributions Jason Wild received and continues to hold 6,300,567 shares. The filing also discloses a June 24, 2025 grant of 1,364,423 restricted stock units to Jason Wild and the expiration on June 23, 2025 of warrants to purchase 400,001 shares with strike prices above market.

Positive

• Detailed disclosure of beneficial ownership with exact share counts and percentages for each reporting person
• RSU grant disclosed (1,364,423 restricted stock units to Jason Wild) providing clarity on insider compensation and alignment
• Out-of-the-money warrants expired (400,001 warrants), removing potential near-term dilution from those instruments

Negative

• High ownership concentration: Jason G. Wild beneficially owns 93,775,822 shares (29.54%), and related entities collectively hold >26% in some cases
• Reductions due to fund liquidations/distributions (August 27, 2025) decreased institutional holdings, which may affect block liquidity and shareholder composition

Insights

Financial Analyst

TL;DR: Concentrated ownership near 30% by an insider-affiliated group is material and may affect control and liquidity.

The aggregated positions disclosed are large: Jason Wild is reported as beneficially owning 93,775,822 shares (29.54%) and the Advisor entities hold between ~7.3% and ~26.2% individually. These percentages are calculated using 306,233,661 outstanding shares per the issuer's August 7, 2025 filing. The August 27, 2025 distributions reduced fund holdings due to liquidations and a share-class closure, and Jason Wild received 6,300,567 distributed shares which he continues to hold. The RSU grant of 1,364,423 units increases potential insider-aligned economic exposure while warrants for 400,001 shares expired out-of-the-money, removing potential future dilution from those instruments.

Corporate Governance Expert

TL;DR: Transparent Schedule 13D/A disclosure clarifies group relationships and voting/dispositive powers; material for governance assessments.

The filing clearly itemizes shared and sole voting and dispositive powers across reporting persons, showing mostly shared control (no sole voting power for entities, except Wild's sole voting/dispositive power on 10,961,516 shares). It documents the group status under Section 13(d)(3) and disclaims ownership beyond pecuniary interest. The changes stem from fund liquidations and share-class closures rather than open-market trades, which is important context for board and investor governance review.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 5)

TerrAscend Corp.

(Name of Issuer)

Common Shares, no par value

(Title of Class of Securities)

88105E108

(CUSIP Number)

JW Asset Management, LLC
1051 N. Venetian Drive,
Miami Beach, FL, 33139
212-446-5362

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

08/27/2025

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D

CUSIP No. 88105E108

1

Name of reporting person

JW PARTNERS, LP

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

WC

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 57,621,892.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 57,621,892.00

11

Aggregate amount beneficially owned by each reporting person

57,621,892.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

18.40 %

14

Type of Reporting Person (See Instructions)

PN

SCHEDULE 13D

CUSIP No. 88105E108

1

Name of reporting person

JW OPPORTUNITIES FUND, LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

WC

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 22,532,576.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 22,532,576.00

11

Aggregate amount beneficially owned by each reporting person

22,532,576.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

7.29 %

14

Type of Reporting Person (See Instructions)

PN

SCHEDULE 13D

CUSIP No. 88105E108

1

Name of reporting person

JW ASSET MANAGEMENT, LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 82,814,306.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 82,814,306.00

11

Aggregate amount beneficially owned by each reporting person

82,814,306.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

26.19 %

14

Type of Reporting Person (See Instructions)

IA

SCHEDULE 13D

CUSIP No. 88105E108

1

Name of reporting person

JW GP, LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 82,654,322.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 82,654,322.00

11

Aggregate amount beneficially owned by each reporting person

82,654,322.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

26.14 %

14

Type of Reporting Person (See Instructions)

PN

SCHEDULE 13D

CUSIP No. 88105E108

1

Name of reporting person

JASON G. WILD

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

PF, OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 10,961,516.00
8	Shared Voting Power 82,814,306.00
9	Sole Dispositive Power 10,961,516.00
10	Shared Dispositive Power 82,814,306.00

11

Aggregate amount beneficially owned by each reporting person

93,775,822.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

29.54 %

14

Type of Reporting Person (See Instructions)

IN

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Common Shares, no par value
(b)	Name of Issuer: TerrAscend Corp.
(c)	Address of Issuer's Principal Executive Offices: 77 City Centre Drive, Suite 501, Mississauga, ONTARIO, CANADA , L5B 1M5.
Item 4.	Purpose of Transaction
	On August 27, 2025, two investment vehicles advised by the Reporting Persons distributed 14,715,981 Common Shares to their respective investors in connection with planned redemptions of their interests in JW Select Investments, LP and JW Opportunities Fund, LLC. As a result, the Reporting Person's overall holdings in TerrAscend common shares were reduced. These distributions were made in connection with the full liquidation of JW Select Investments, LP and the closure of a specific share class within JW Opportunities Fund, LLC, which applied to all investors in those funds. As part of this Distribution, Jason Wild received 6,300,567 shares and continues to hold them in full.
Item 5.	Interest in Securities of the Issuer
(a)	For purposes of calculating the percentages set forth in this Item 5, the number of Common Shares outstanding is assumed to be the aggregate of 306,233,661, according to the Form 10-Q filed by the Issuer on August 7, 2025. JWP may be deemed, for purposes of Rule 13d-3 under the Securities Exchange Act of 1934, as amended, to be the beneficial owner of an aggregate of 57,621,892 Common Shares as of August 27, 2025, which represent 18.40% of the Issuer's outstanding Common Shares. JWO LLC may be deemed, for purposes of Rule 13d-3 under the Securities Exchange Act of 1934, as amended, to be the beneficial owner of an aggregate of 22,532,576 Common Shares as of August 27, 2025, which represent 7.29% of the Issuer's outstanding Common Shares. The Advisor may be deemed, for purposes of Rule 13d-3 under the Securities Exchange Act of 1934, as amended, to be the beneficial owner of an aggregate of 82,814,306 Common Shares as of August 27, 2025, which represent 26.19% of the Issuer's outstanding Common Shares. The General Partner may be deemed, for purposes of Rule 13d-3 under the Securities Exchange Act of 1934, as amended, to be the beneficial owner of an aggregate of 82,654,322 Common Shares as of August 27, 2025, which represent 26.14% of the Issuer's outstanding Common Shares. Wild may be deemed, for purposes of Rule 13d-3 under the Securities Exchange Act of 1934, as amended, to be the beneficial owner of an aggregate of 93,775,822 Common Shares as of August 27, 2025, which represent 29.54% of the Issuer's outstanding Common Shares. Each Reporting Person, as a member of a "group" with the other Reporting Persons for the purposes of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended, may be deemed the beneficial owner of the Common Shares directly owned by the other Reporting Persons. Each Reporting Person disclaims beneficial ownership of such shares except to the extent of his or its pecuniary interest therein. See Exhibit 2 of Schedule 13D.
(b)	JWP (i) Sole power to vote or direct vote: 0 (ii) Shared power to vote or direct vote: 57,621,892 (iii) Sole power to dispose of or direct the disposition: 0 (iv) Shared power to dispose of or direct the disposition: 57,621,892 JWO LLC (i) Sole power to vote or direct vote: 0 (ii) Shared power to vote or direct vote: 22,532,576 (iii) Sole power to dispose of or direct the disposition: 0 (iv) Shared power to dispose of or direct the disposition: 22,532,576 Advisor (i) Sole power to vote or direct vote: 0 (ii) Shared power to vote or direct vote: 82,814,306 (iii) Sole power to dispose of or direct the disposition: 0 (iv) Shared power to dispose of or direct the disposition: 82,814,306 General Partner (i) Sole power to vote or direct vote: 0 (ii) Shared power to vote or direct vote: 82,654,322 (iii) Sole power to dispose of or direct the disposition: 0 (iv) Shared power to dispose of or direct the disposition: 82,654,322 Wild (i) Sole power to vote or direct vote: 10,961,516 (ii) Shared power to vote or direct vote: 82,814,306 (iii) Sole power to dispose of or direct the disposition: 10,961,516 (iv) Shared power to dispose of or direct the disposition: 82,814,306
(c)	On June 24, 2025, Jason Wild received a grant from the Issuer of 1,364,423 restricted stock units (RSUs). On June 23, 2025, warrants to purchase 400,001 Common Shares held by investment vehicles advised or managed by the Reporting Persons expired with strike prices well above the market price of the Common Shares.
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	To the knowledge of the Reporting Persons, except for the matters described in the Schedule 13D (as amended), this Schedule 13D/A, or as set forth below, there is no contract, arrangement, understanding or relationship (legal or otherwise) among the Reporting Persons or between the Reporting Persons and any other person with respect to any securities of the Issuer.

SIGNATURE

After reasonable 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.

JW PARTNERS, LP

Signature:	/s/ Jason Klarreich
Name/Title:	Jason Klarreich, Attorney-In-Fact
Date:	08/27/2025

JW OPPORTUNITIES FUND, LLC

Signature:	/s/ Jason Klarreich
Name/Title:	Jason Klarreich, Attorney-In-Fact
Date:	08/27/2025

JW ASSET MANAGEMENT, LLC

Signature:	/s/ Jason G. Wild
Name/Title:	Jason G. Wild, Managing Member
Date:	08/27/2025

Signature:	/s/ Jason Klarreich
Name/Title:	Jason Klarreich, Attorney-In-Fact
Date:	08/27/2025

JW GP, LLC

Signature:	/s/ Jason Klarreich
Name/Title:	Jason Klarreich, Attorney-In-Fact
Date:	08/27/2025

JASON G. WILD

Signature:	/s/ Jason Klarreich
Name/Title:	Jason Klarreich, Attorney-In-Fact
Date:	08/27/2025

Comments accompanying signature:

Pursuant to that certain Power of Attorney dated February 14, 2022 with respect to securities of TerrAscend Corp., the original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement is signed on behalf of a person by his authorized representative other than an executive officer or general partner of the filing person, evidence of the representative's authority to sign on behalf of such person shall be filed with the statement, provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference. The name and any title of each person who signs the statement shall be typed or printed beneath his signature. NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See SS240.13d-7 for other parties for whom copies are to be sent.

FAQ

How many TerrAscend (TSNDF) shares does Jason G. Wild beneficially own after this filing?

The filing reports Jason G. Wild as beneficially owning 93,775,822 shares (29.54%) of TerrAscend common shares as of August 27, 2025.

What caused the change in JW-affiliated holdings disclosed on August 27, 2025?

The filing states distributions of 14,715,981 shares to investors in connection with the full liquidation of JW Select Investments, LP and the closure of a share class within JW Opportunities Fund, LLC, which reduced fund-level holdings.

Were there any insider awards or expirations disclosed in the Schedule 13D/A?

Yes. The filing discloses a grant of 1,364,423 restricted stock units to Jason Wild on June 24, 2025, and the expiration on June 23, 2025 of warrants to purchase 400,001 shares with strike prices above market.

What percent of TerrAscend is owned by JW Asset Management according to this filing?

JW Asset Management reported beneficial ownership of 82,814,306 shares, representing 26.19% of the outstanding common shares per the filing.

Do the reporting persons claim a group relationship in this filing?

Yes. The filing indicates each Reporting Person may be deemed part of a group with the others under Section 13(d)(3), and each disclaims beneficial ownership beyond pecuniary interest where applicable.