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.