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).
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