UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 8.01. Other Events.
On December 2, 2021, Canna-Global Acquisition Corp. (“Canna-Global”) consummated its initial public offering (the “IPO”). In connection therewith, Canna-Global entered into an Investment Management Trust Agreement, dated December 2, 2021, by and between Canna-Global and Continental Stock Transfer & Trust Company, as trustee (“Continental”) (the “Trust Agreement”). A form of the Trust Agreement was initially filed as an exhibit to Canna-Global’s Registration Statement on Form S-1 (File No. 333-258619) in connection with the IPO.
As previously announced on Form 8-K on December 1, 2022, on November 28, 2022, at 10:00 a.m. ET, Canna-Global held a special meeting of its shareholders pursuant to due notice (the “Special Meeting”). Canna-Global shareholders entitled to vote at the Special Meeting cast their votes and approved an amendment to the Trust Agreement (the “Extension Amendment Proposal”), pursuant to which the Trust Agreement was amended to extend the date on which Continental must liquidate the Trust Account established in connection with the IPO (the “Trust Account”) if Canna-Global has not completed its initial business combination, from December 2, 2022 to December 2, 2023 provided Canna-Global deposits $0.045 per Canna-Global public Class A ordinary share per month extended.
Shareholders of Canna-Global also approved the First Amendment to the Second Amended and Restated Certificate of Incorporation of Canna-Global at the Special Meeting, giving Canna-Global the right to extend the date by which Canna-Global must (i) consummate a merger, capital share exchange, asset acquisition, share purchase, reorganization or similar business combination involving Canna-Global and one or more businesses (a “business combination”), (ii) cease its operations if it fails to complete such business combination, and (iii) redeem or repurchase 100% of Canna-Global’s Class A ordinary shares included as part of the units sold in Canna-Global’s IPO from December 2, 2022 (the “Termination Date”) by up to twelve (12) one-month extensions to December 2, 2023.
In connection with the voting on the Extension Amendment Proposal at the Special Meeting, holders of 20,630,630 shares of Canna-Global’s Class A common stock exercised their right to redeem those shares for cash at an approximate price of $10.26 per share, for an aggregate of approximately $211,651,028.85. Following the payment of the redemptions, the Trust Account had a balance of approximately $24,307,527.03.
Deposit of Extension Funds
As previously announced on Form 8-K on December 1, 2022, in connection with approval of the Extension Amendment Proposal, the Company caused $0.045 per outstanding share of the Company’s Class A common stock, giving effect to the redemptions disclosed above, or approximately $106,621.65 for the remaining 2,369,370 Class A common stock to be deposited in the Trust Account in connection with the exercise of the first monthly extension of the Extended Date on November 30, 2022 in advance of the December 2, 2022 due date.
In connection with the second monthly extension of the Termination Date, Canna-Global caused $0.045 per outstanding share of Canna-Global’s Class A ordinary shares or approximately $106,621.65 for the remaining 2,369,370 Class A common stock to be paid to the Trust Account on January 2, 2023 in accordance with the January 2, 2023 due date.
In connection with the third monthly extension of the Termination Date, Canna-Global caused $0.045 per outstanding share of Canna-Global’s Class A ordinary shares or approximately $106,621.65 for the remaining 2,369,370 Class A common stock to be paid to the Trust Account on January 27, 2023 in advance of the February 2, 2023 due date.
In connection with the fourth monthly extension of the Termination Date, Canna-Global caused $0.045 per outstanding share of Canna-Global’s Class A ordinary shares or approximately $106,621.65 for the remaining 2,369,370 Class A common stock to be paid to the Trust Account on February 27, 2023 in advance of the March 2, 2023 due date.
In connection with the fifth monthly extension of the Termination Date, Canna-Global intends to pay $0.045 per outstanding share of Canna-Global’s Class A ordinary shares or approximately $106,621.65 for the remaining 2,369,370 Class A common stock to the Trust Account in advance of the April 2, 2023 due date.
No Offer or Solicitation
This Current Report on Form 8-K is for informational purposes only and is not intended to and shall not constitute a proxy statement or the solicitation of a proxy, consent or authorization with respect to any securities or in respect of an initial business combination or PIPE financing and is not intended to and shall not constitute an offer to sell or the solicitation of an offer to sell or the solicitation of an offer to buy or subscribe for any securities or a solicitation of any vote of approval, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.
Item 9.01. Financial Statements and Exhibits.
| (d) | Exhibits. |
| Exhibit No. | Description | |
| 104 | Cover Page Interactive Data File (Embedded within the Inline XBRL document and included in Exhibit). |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| CANNA-GLOBAL ACQUISITION CORP | ||
| Date: March 16, 2023 | By: | /s/ J. Gerald Combs |
| Name: | J. Gerald Combs | |
| Title: | Chief Executive Officer | |