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).
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