CNGLU Canna Global Acquisition Corporation

 

 

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): December 1, 2023

 

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)

 

N/A

(Former name or former address, if changed since last report)

 

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)
☐	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))
☐	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 of one share of Common Stock		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		CNGLW		The Nasdaq Stock Market LLC
Representative’s shares of Class A common stock		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

 

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, by and between the Company 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 the Company’s Registration Statement on Form S-1 (File No. 333-258619) in connection with the IPO.

 

As previously reported on Form 8-K filed with the Securities and Exchange Commission on December 1, 2023, on December 1, 2023, the Company held a special meeting of its shareholders, in lieu of its 2022 annual meeting, in a virtual format pursuant to due notice (the “2022 Special Meeting”). At the 2022 Special Meeting, the Company’s shareholders entitled to vote cast their votes and approved the Trust Amendment Proposal, pursuant to which the Trust Agreement was amended to extend the date on which Continental must liquidate the Trust Account (the “Trust Account”) established in connection with the IPO if the Company has not completed its initial business combination, from December 2, 2022 by up to twelve (12) one-month extensions to December 2, 2023.

 

On December 1, 2023, the Company held a special meeting of its shareholders, in lieu of its 2023 annual meeting, in a virtual format pursuant to due notice (the “2023 Special Meeting”). At the 2023 Special Meeting, the Company shareholders entitled to vote at the 2023 Special Meeting cast their votes and approved the Trust Amendment Proposal, pursuant to which the Trust Agreement was amended to extend the date on which Continental must liquidate the Trust Account (the “Trust Account”) established in connection with the IPO if the Company has not completed its initial business combination, from December 2, 2023 by up to twelve (12) one-month extensions to December 2, 2024.

 

Item 3.03. Material Modification to Rights of Security Holders.

 

Amendment of Articles of Association

 

As described in Item 5.03 below, the shareholders of the Company approved the Second Amendment to the Second Amended and Restated Certificate of Incorporation and filed it with the Secretary of State of the State of Delaware on December 1, 2023.

 

 

Item 5.03. Articles of Incorporation or Bylaws.

 

The shareholders of the Company approved the Second Amendment to the Second Amended and Restated Certificate of Incorporation of the Company at the 2023 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 December 1, 2023, the Company held its Special Meeting of its shareholders in lieu of its annual meeting, pursuant to due notice. On the record date of October 26, 2022, the Company had 3,229,370 outstanding shares of Class A common stock and 5,750,000 outstanding shares of Class B common stock, which vote occurred 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, as amended, and cast their votes as described below:

 

Proposal 1 - Extension Amendment Proposal

 

The Shareholders approved the Extension Amendment Proposal, by a 72.236% 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, 2023 by up to twelve (12) one-month extensions to December 2, 2024. The following is a tabulation of the voting results:

 

Canna-Global Acquisition Corp Common Stock:

 

Votes For		Votes Against		Abstentions
6,498,948		240,460		2,740

 

Proposal 2 - Trust Amendment Proposal

 

The Shareholders approved the Trust Amendment Proposal, by a 72.236% approval vote, giving the Company the right to draft a second amendment to the Trust Agreement 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, 2023 by up to twelve (12) one-month extensions to December 2, 2024. The following is a tabulation of the voting results:

 

Canna-Global Acquisition Corp Common Stock:

 

Votes For				Votes Against				Abstentions
	6,498,948				240,460				2,740

 

Item 8.01. Other Events.

 

Redemption of Shares

 

In connection with the voting on the Extension Amendment Proposal and the Trust Amendment Proposal at the 2023 Special Meeting, holders of 1,256,713 shares of public Class A common stock exercised their right to redeem those shares for cash at an approximate price of $10.76 per share, for an aggregate payout of approximately $ 13,522,231.88.

 

Deposit of Extension Funds

 

In connection with its first extension of the Termination Date, Canna-Global caused $0.045 per outstanding share of Canna-Global’s Class A common stock to be paid to the Trust Account on December 1, 2023 in advance of the December 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 the 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.

 

Participants in Solicitation

 

Canna Global Acquisition Corp and certain of its directors, executive officers and other members of management and employees may, under SEC rules, be deemed to be participants in the solicitation of proxies from Canna-Global’s shareholders in connection with the proposed transaction. A list of the names of those directors and executive officers and a description of their interests in Canna-Global will be included in the proxy statement/prospectus for the proposed business combination when available at www.sec.gov. Information about Canna-Global’s directors and executive officers and their ownership of Canna-Global common stock is set forth in Canna-Global’s final prospectus dated December 2, 2023 and filed with the SEC on November 17, 2021, as modified or supplemented by any Form 3 or Form 4 filed with the SEC since the date of such filing. Other information regarding the interests of the participants in the proxy solicitation will be included in the proxy statement/prospectus pertaining to the proposed business combination when it becomes available. These documents can be obtained free of charge from the source indicated above.

 

Cautionary Statement Regarding Forward-Looking Statements

 

This Current Report on Form 8-K contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements include, but are not limited to, statements about future financial and operating results, our plans, objectives, expectations and intentions with respect to future operations, products and services; and other statements identified by words such as “will likely result,” “are expected to,” “will continue,” “is anticipated,” “estimated,” “believe,” “intend,” “plan,” “projection,” “outlook” or words of similar meaning. Such forward-looking statements are based upon the current beliefs and expectations of our management and are inherently subject to significant business, economic and competitive uncertainties and contingencies, many of which are difficult to predict and generally beyond our control. Actual results and the timing of events may differ materially from the results anticipated in these forward-looking statements.

 

 

Actual results, performance or achievements may differ materially, and potentially adversely, from any projections and forward-looking statements and the assumptions on which those forward-looking statements are based. There can be no assurance that the data contained herein is reflective of future performance to any degree. You are cautioned not to place undue reliance on forward-looking statements as a predictor of future performance as projected financial information and other information are based on estimates and assumptions that are inherently subject to various significant risks, uncertainties and other factors, many of which are beyond our control. All information set forth herein speaks only as of the date hereof in the case of information about Canna-Global and our target or the date of such information in the case of information from persons other than Canna-Global or our target, and we disclaim any intention or obligation to update any forward-looking statements as a result of developments occurring after the date of this communication. Forecasts and estimates regarding our target’s industry and end markets are based on sources we believe to be reliable, however there can be no assurance these forecasts and estimates will prove accurate in whole or in part. Annualized, pro forma, projected, and estimated numbers are used for illustrative purpose only, are not forecasts and may not reflect actual results.

 

Item 9.01. Financial Statements and Exhibits.

 

(d)

Exhibits.

 

Exhibit No.		Description
3.1		Second Amendment to the Second Amended and Restated Articles of Association
10.1		Second Amendment to Investment Management Trust Agreement
104		Cover Page Interactive Data File (Embedded within the Inline XBRL document and included in Exhibit).

 

 

SIGNATURES

 

Pursuant to the requirements of the Exchange Act, Canna-Global has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

	CANNA-GLOBAL ACQUISITION CORP
Date: December 7, 2023	By:	/s/ J. Gerald Combs
		J. Gerald Combs
		Chief Executive Officer

 

 

 

Exhibit 3.1

 

SECOND AMENDMENT TO THE

SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF

CANNA-GLOBAL ACQUISITION CORP

 

CANNA-GLOBAL ACQUISITION CORP, a corporation (the “Corporation”) organized and existing under the General Corporation Law of the State of Delaware (the “DGCL”), does hereby certify:

 

1. The name of the Corporation is Canna-Global Acquisition Corp. The Corporation’s Certificate of Incorporation was filed in the office of the Secretary of State of the State of Delaware pursuant to the DGCL on April 12, 2021 (the “Original Certificate”).

 

2. An Amended and Restated Certificate of Incorporation was filed in the office of the Secretary of State of the State of Delaware on August 3, 2021 (the “Amended and Restated Certificate of Incorporation”). A Second Amended and Restated Certificate of Incorporation was filed in the office of the Secretary of State of the State of Delaware on December 1, 2021 (the “Second Amendment to the Amended and Restated Certificate of Incorporation”). The First Amendment to the Second Amended and Restated Certificate of Incorporation was filed in the office of the Secretary of State of the State of Delaware on November 30, 2022.

 

3. This Amendment to the Second Amended and Restated Certificate of Incorporation was duly adopted by the affirmative vote of the holders of 65% of the stock entitled to vote at a meeting of stockholders in accordance with the provisions of Section 242 of the DGCL.

 

4. The text of Section 9.2(d) of Article IX is hereby amended and restated to read in full as follows:

 

In the event that the Corporation has not consummated an initial Business Combination by December 2, 2024, subject to twelve (12) one-month extensions from December 2, 2023 provided that, pursuant to the terms of our amended Charter and our amended trust agreement, the Corporation deposits into the Trust Account an additional amount equal to the greater of $40,000 or $0.040 per unit, for each month extended, in the Corporation’s sole discretion whether to exercise one or more extensions provided that the Corporation will not exercise an extension at such time that the redemptions of shares of Class A Common Stock by the Corporation’s Public Stockholders causes the Corporation to have less than $5,000,001 of net tangible assets (the “Combination Period”), the Corporation shall (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter subject to lawfully available funds therefor, redeem 100% of the Offering Shares in consideration of a per-share price, payable in cash, equal to the quotient obtained by dividing (A) the aggregate amount then on deposit in the Trust Account, including interest not previously released to the Corporation to pay its taxes (and up to $100,000 of interest to pay dissolution expenses), by (B) the total number of then issued and outstanding Offering Shares, which redemption will completely extinguish rights of the Public Stockholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining stockholders and the Board in accordance with applicable law, dissolve and liquidate, subject in each case to the Corporation’s obligations under the DGCL to provide for claims of creditors and other requirements of applicable law.

 

5. This Amendment was duly adopted in accordance with the provisions of Section 242 of the DGCL by written consent of stockholders holding the requisite number of shares required by statute given in accordance with and pursuant to Section 228 of the DGCL.

 

IN WITNESS WHEREOF, Canna-Global Acquisition Corp has caused this Amendment to the Second Amended and Restated Certificate to be duly executed in its name and on its behalf by an authorized officer as of this 1^st day of December 2023.

 

CANNA-GLOBAL ACQUISITION CORP

 

 

 

Exhibit 10.1

 

AMENDMENT NO. 2 TO INVESTMENT MANAGEMENT TRUST AGREEMENT

 

THIS AMENDMENT NO. 2 TO THE INVESTMENT MANAGEMENT TRUST AGREEMENT (this “Amendment”) is made as of December 1, 2023, by and between Canna-Global Acquisition Corp, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”). Capitalized terms contained in this Amendment, but not specifically defined in this Amendment, shall have the meanings ascribed to such terms in the Original Agreement (as defined below).

 

WHEREAS, on December 2, 2021, the Company consummated its initial public offering of units of the Company (the “Units”), each of which is composed of one Class A common stock of the Company, par value $0.000001 per share (the “Class A Common Stock”), and of one redeemable warrant, each whole warrant entitling the holder thereof to purchase one Class A common stock of the Company (such initial public offering hereinafter referred to as the “Offering”);

 

WHEREAS, $233,450,000 of the gross proceeds of the Offering and sale of the private placement warrants were delivered to the Trustee to be deposited and held in the segregated Trust Account located in the United States for the benefit of the Company and the holders of Common Stock included in the Units issued in the Offering pursuant to the investment management trust agreement made effective as of December 2, 2021, by and between the Company and the Trustee (the “Original Agreement”);

 

WHEREAS, the Company previously has sought the approval of the holders of its Common Stock and holders of its Class B Common Stock, par value $0.000001 per share (the “Class B Common Stock”), at an special meeting to extend the date before which the Company must complete a business combination from December 2, 2022 to December 2, 2023 (or such earlier date after December 2, 2022 as determined by the Company’s board of directors) to extend the date on which the Trustee must liquidate the Trust Account if the Company has not completed its initial business combination from December 2, 2022 to December 2, 2023;

 

WHEREAS, the Company has sought the approval of the holders of its Common Stock and holders of its Class B Common Stock, at an special meeting on December 1, 2023, to extend the date before which the Company must complete a business combination from December 2, 2023 to December 2, 2024 (or such earlier date after December 2, 2022 as determined by the Company’s board of directors) (the “Extension Amendment”) and thus extend the date on which the Trustee must liquidate the Trust Account if the Company has not completed its initial business combination from December 2, 2023 to December 2, 2024 (or such earlier date after December 2, 2023, as determined by the Company’s board of directors);

 

WHEREAS, holders of a majority of at least 65% of the then issued and outstanding Common Stock voting together as a single class, approved the Extension Amendment; and

 

NOW, THEREFORE, in consideration of the mutual agreements contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the parties hereto agree as follows:

 

1. Amendment to Trust Agreement. Section 1(i) of the Original Agreement is hereby amended and restated in its entirety as follows:

 

“(i) Commence liquidation of the Trust Account only after and promptly following (x) receipt of, and only in accordance with, the terms of a letter from the Company (“Termination Letter”) in a form substantially similar to that attached hereto as either Exhibit A or Exhibit B, as applicable, signed on behalf of the Company by its Chief Executive Officer, Chief Financial Officer or other authorized officer of the Company and in the case of Exhibit A, acknowledged and agreed to by the Representative, and complete the liquidation of the Trust Account and distribute the Property in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay income taxes, if any (less up to $100,000 of interest to pay dissolution expenses), only as directed in the Termination Letter and the other documents referred to therein, or (y) upon the date which is the later of (1) December 2, 2024 (or such earlier date after December 2, 2023, as determined by the Company’s board of directors) and (2) such later date as may be approved by the Company’s shareholders in accordance with the Company’s amended and restated memorandum and articles of association, if a Termination Letter has not been received by the Trustee prior to such date, in which case the Trust Account shall be liquidated in accordance with the procedures set forth in the Termination Letter attached as Exhibit B and the Property in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its income taxes, if any (less up to $100,000 of interest to pay dissolution expenses), shall be distributed to the Public Stockholders of record as of such date. It is acknowledged and agreed that there should be no reduction in the principal amount per share initially deposited in the Trust Account;”.

 

 

2. Miscellaneous Provisions.

 

2.1. Successors. All the covenants and provisions of this Amendment by or for the benefit of the Company or the Trustee shall bind and inure to the benefit of their permitted respective successors and assigns.

 

2.2. Severability. This Amendment shall be deemed severable, and the invalidity or unenforceability of any term or provision hereof shall not affect the validity or enforceability of this Amendment or of any other term or provision hereof. Furthermore, in lieu of any such invalid or unenforceable term or provision, the parties hereto intend that there shall be added as a part of this Amendment a provision as similar in terms to such invalid or unenforceable provision as may be possible and be valid and enforceable.

 

2.3. Applicable Law. This Amendment shall be governed by and construed and enforced in accordance with the laws of the State of New York.

 

2.4. Counterparts. This Amendment may be executed in several original or facsimile counterparts, each of which shall constitute an original, and together shall constitute but one instrument.

 

2.5. Effect of Headings. The section headings herein are for convenience only and are not part of this Amendment and shall not affect the interpretation thereof.

 

2.6. Entire Agreement. The Original Agreement, as modified by this Amendment, constitutes the entire understanding of the parties and supersedes all prior agreements, understandings, arrangements, promises and commitments, whether written or oral, express or implied, relating to the subject matter hereof, and all such prior agreements, understandings, arrangements, promises and commitments are hereby canceled and terminated.

 

[Signature page follows]

 

 

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the date first above written.

 

	Continental Stock Transfer & Trust Company, as Trustee
	By:	/s/ Francis Wolf
	Name:	Francis Wolf
	Title:	Vice President

 

	Canna-Global Acquisition Corp
	By:	/s/ J. Gerald Combs
	Name:	J. Gerald Combs
	Title:	Chief Executive Officer

 

[Signature Page to Amendment to Investment Management Trust Agreement]

 

 

v3.23.3

Cover	Dec. 01, 2023
Document Type	8-K
Amendment Flag	false
Document Period End Date	Dec. 01, 2023
Current Fiscal Year End Date	--12-31
Entity File Number	001-41102
Entity Registrant Name	Canna-Global Acquisition Corp
Entity Central Index Key	0001867443
Entity Tax Identification Number	86-3692449
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	4640 Admiralty Way
Entity Address, Address Line Two	Suite 500
Entity Address, City or Town	Marina Del Rey
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	90292
City Area Code	310
Local Phone Number	496-5700
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false
Units Each Consisting Of One Share Of Class Common Stock Par Value 0. 000001 Per Share And One Redeemable Warrant Of One Share Of Common Stock [Member]
Title of 12(b) Security	Units, each consisting of one share of Class A common stock, par value
Trading Symbol	CNGLU
Security Exchange Name	NASDAQ
Class Common Stock Included As Part Of Units [Member]
Title of 12(b) Security	Class A common stock included as part of the units
Trading Symbol	CNGL
Security Exchange Name	NASDAQ
Redeemable Warrants Included As Part Of Units [Member]
Title of 12(b) Security	Redeemable warrants included as part of the units
Trading Symbol	CNGLW
Security Exchange Name	NASDAQ
Representatives Shares Of Class Common Stock [Member]
Title of 12(b) Security	Representative’s shares of Class A common stock
Trading Symbol	CNGL
Security Exchange Name	NASDAQ

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