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) | |
| ☐ | 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 | ||
| The Stock Market LLC | ||||
| Class A common stock included as part of the units | CNGL | The Stock Market LLC | ||
| Class A common stock at an exercise price of $11.50 | The 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.
| (d) | Exhibits. |
| Exhibit No. | Description | |
| 3.1 | First Amendment to the Second Amended and Restated Certificate of Incorporation | |
| 10.1 | First 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 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 | |
Exhibit 3.1
FIRST 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 4, 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”).
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 within 12 months, subject to twelve one-month extensions from the closing of the initial public offering of the units provided that, pursuant to the terms of our amended charter and our amended trust agreement, the Corporation deposits into the Trust Account an additional $0.045 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 30th day of November 2022.
| Canna-Global Acquisition Corp | ||
| By: | /s/ J. Gerald Combs | |
| Name: | J. Gerald Combs | |
| Title: | Chief Executive Officer | |
Exhibit 10.1
FIRST AMENDMENT TO INVESTMENT MANAGEMENT TRUST AGREEMENT
THIS AMENDMENT NO. 1 TO THE INVESTMENT MANAGEMENT TRUST AGREEMENT (this “Amendment”) is made as of November 30, 2022, 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 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) (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, 2022 to December 2, 2023 (or such earlier date after December 2, 2022 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 to read 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, 2023 (or such earlier date after December 2, 2022 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]