Current Report Filing (8-k)
December 01 2022 - 4:17PM
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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of
the
Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): November 28, 2022
Canna-Global
Acquisition Corp
(Exact
name of registrant as specified in its charter)
Delaware
(State
or other jurisdiction of incorporation)
001-41102 |
|
86-3692449 |
(Commission
File Number) |
|
(IRS
Employer Identification No.) |
4640
Admiralty Way, Suite 500
Marina
Del Rey, California 90292
(Address
of principal executive offices, including zip Code)
310-496-5700
(Registrant’s
telephone number, including area code)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions:
|
☐ |
Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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|
☐ |
Soliciting material pursuant
to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
|
|
|
|
☐ |
Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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|
☐ |
Pre-commencement communications
pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act:
Title
of Each Class |
|
Trading
Symbol(s) |
|
Name
of Each Exchange on Which Registered |
Units, each consisting of one share of Class A common
stock, par value $0.000001 per share, and one redeemable warrant |
|
CNGLU |
|
The Nasdaq Stock Market
LLC |
Class A common stock included as part of the units |
|
CNGL |
|
The Nasdaq Stock Market
LLC |
Redeemable
warrants included as part of the units, each whole warrant exercisable for one share of Class A common stock at an exercise price
of $11.50 |
|
CNGL |
|
The Nasdaq Stock Market
LLC |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ☒
If
an emerging growth company, 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.
Item
1.01. Entry into a Material Definitive Agreement.
Amendment
of Trust Agreement
The
information contained in Item 8.01 of the Company’s Current Report on Form 8-K filed with the SEC on November 22, 2022, is incorporated
herein by reference.
On
December 2, 2021, Canna-Global Acquisition Corp (the “Company”), consummated its initial public offering (the “IPO”).
In connection therewith, the Company entered into an Investment Management Trust Agreement, dated December 2, 2021 (the “Trust
Agreement”) by and between the Company and Continental Stock Transfer & Trust Company, as trustee (“Continental”)
to govern the proceeds of the IPO. A form of the Trust Agreement was initially filed as an exhibit to the Company’s Registration
Statement on Form S-1 (File No. 333-258619) in connection with the IPO.
On
November 28, 2022, at 10:00 a.m. ET, the Company held a special meeting of its shareholders at its offices and online at https://www.cstproxy.com/canna-global/2022,
pursuant to due notice (the “Special Meeting”). At the Special Meeting, Company shareholders entitled to vote at the
Special Meeting cast their votes and approved the Extension Amendment, pursuant to which the Company filed its First Amendment to its
Second Amended and Restated Certificate of Incorporation on November 30, 2022 to extend the date by which the Company must (i) consummate
a merger, capital share exchange, asset acquisition, share purchase, reorganization or similar business combination involving the Company
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 the Company’s Class A Common Stock included as part of the units sold in the Company’s
IPO that closed on December 2, 2021 from December 2, 2022 (the “Termination Date”) by up
to twelve (12) one-month extensions to December 2, 2023 (the “Extension Amendment Proposal”), which includes to amend
the Trust Agreement.
The
full text of the First Amendment to the Trust Agreement is included as Exhibit 10.1 hereto.
Item
3.03. Material Modification to Rights of Security Holders.
Amendment
of Certificate of Incorporation
As
described in Item 1.01 above, the shareholders of the Company approved the First Amendment to the Second Amended and Restated Certificate
of Incorporation of the Company at the November 28, 2022, Special Meeting, and the Company has filed the First Amendment to the Second
Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware.
Item 5.03. Articles of Incorporation or Bylaws.
The
shareholders of the Company approved the First Amendment to the Second Amended and Restated Certificate of Incorporation of the Company
at the November 28, 2022, Special Meeting as described in Item 1.01 above.
The
full text of the First Amendment to the Second Amended and Restated Certificate of Incorporation is included as Exhibit 3.1 hereto.
Item
5.07. Submission
of Matters to a Vote of Security Holders.
On
November 28, 2022, at 10:00 a.m. ET, the Company held a Special Meeting of its shareholders at https://www.cstproxy.com/canna-global/2022,
pursuant to due notice. On the record date of October 26, 2022, the Company had 23,860,000 outstanding shares of Class A common
stock and 5,750,000 outstanding shares of Class B common stock, which vote together as a single class with respect to the Extension Amendment
Proposal, entitled to vote at the Special Meeting. At the Special Meeting, holders of the Company’s Class A common stock and Class
B common stock (the “Shareholders”) voted on one of the two proposals presented, each as described in the proxy statement/prospectus
dated October 27, 2022, as amended, and cast their votes as described below:
Proposal
1 - Extension Amendment Proposal
The
Shareholders approved the Extension Amendment Proposal, by a 73.35% approval vote, giving the Company the right to extend the date by
which the Company must (i) consummate a merger, capital share exchange, asset acquisition, share purchase, reorganization or similar
business combination involving the Company 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 the Company’s Class A Common Stock included
as part of the units sold in the Company’s IPO that closed on December 2, 2021 from December 2, 2022 by up
to twelve (12) one-month extensions to December 2, 2023. The following is a tabulation of the voting results:
Canna-Global
Acquisition Corp Common Stock:
Votes For | | |
Votes Against | | |
Abstentions | |
| | | |
| | | |
| | |
| 21,710,834 | | |
| 1,782,332 | | |
| 101 | |
Item 8.01. Other Events.
Redemption
of Shares
In
connection with the voting on the Extension Amendment Proposal at the Special Meeting, holders of 20,630,630 shares of 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 will have a balance of approximately $24,307,527.03.
Deposit of Extension
Funds
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.
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.
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:
December 1, 2022 |
By: |
/s/ J.
Gerald Combs |
|
Name: |
J. Gerald Combs |
|
Title: |
Chief Executive Officer |
Canna Global Acquisition (NASDAQ:CNGLU)
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