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): June 2128, 2024

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
Units, each consisting of one share of Class A common stock, par value $0.000001 per share, and one redeemable warrant	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
Redeemable warrants included as part of the units, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50	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 3.01 ~~Entry~~Notice ~~into~~of Delisting or Failure to Satisfy a ~~Material~~Continued ~~Definitive~~Listing ~~Agreement~~Rule or Standard; Transfer of Listing.

~~Amendment~~Canna-Global Acquisition Corp. (NASDAQ: “CNGLU”, “CNGL”, CNGLW”) (the “Company”) received a delisting notification letter (“Notice”) from the Listing Qualifications staff of ~~Trust~~the ~~Agreement~~Nasdaq Stock Market LLC (“Nasdaq”) on June 28, 2024 and entered a trading hold on the Company’s units, common stock and warrants (the “Securities”).

OnFollowing is the core text of the letter received from Nasdaq on June 2128, 2024,: ~~Canna~~As ~~Global~~previously ~~Acquisition~~reported ~~Corp~~on (Form 8-K by the “Company”) ~~executed~~on aJune ~~Settlement~~27, ~~and~~2024, on ~~Recapitalization~~June ~~Agreement~~21, ~~(the~~2024, ~~“Agreement”) with~~EF ~~Liqueous~~Hutton LPLLC, athe ~~Delaware~~underwriter ~~Limited~~of ~~Partnership~~the ~~(“Liqueous”).~~Company’s ~~The~~initial ~~Agreement~~public ~~concerned~~offering, ~~the~~entered ~~retirement~~into an agreement to sell its receivable of approximately $8 million owed by the ~~outstanding~~ Company for deferred underwriting ~~fee~~commissions ~~(hereinafter,~~to ~~the~~Liqueous L.P. (“~~Debt~~Liqueous”). Separately, ~~which~~on the ~~Company~~same ~~owed~~date, tothe EFCompany ~~Hutton~~entered ~~LLC~~into ~~(formerly,~~Settlement EFand ~~Hutton,~~Recapitalization ~~division of~~Agreement ~~Benchmark~~with ~~Investments,~~Liqueous ~~LLC~~agreeing ~~(“EF~~to ~~Hutton”))~~issue by1,544,531 shares ~~Liqueous.~~of ~~The~~Class ~~Debt~~A ~~fee~~common instock to settle the amount of ~~$8,050,000~~the ~~relates~~deferred tounderwriting commission (the ~~Company’s~~“Agreement”). Thereafter, ~~initial~~on ~~public~~June ~~offering~~21, as2024 ~~governed~~and byJune ~~the~~24, ~~Underwriting~~2024, ~~Agreement~~724,000 ~~between~~shares ~~the~~were ~~Company~~issued ~~and~~to EFLiqueous, ~~Hutton~~which ~~dated~~were ~~November~~then ~~29,~~sold ~~2021~~into (the ~~“Underwriting Agreement”)~~market. AsThe ~~previously~~Class ~~reported~~A oncommon stock ~~Form~~issued ~~8-K~~to onLiqueous ~~December~~is 2,of ~~2021,~~ the ~~Underwriting~~same ~~Agreement~~class, ~~provided~~has ~~for payment by~~ the ~~Company of~~same ~~the~~CUSIP ~~Debt~~number, toand EFis ~~Hutton~~otherwise ~~upon~~indistinguishable ~~consummation~~from ofthe anshares ~~initial~~issued ~~business~~to public ~~combination~~shareholders byin the Company’s initial public offering.

InUnder ~~connection~~Nasdaq ~~with~~Listing ~~the~~Rule ~~Agreement~~IM-5101-2(e), ~~and~~a ~~with~~company ~~the~~whose ~~consent~~business ofplan ~~the~~is ~~Company,~~to ~~Liqueous~~complete ~~entered~~one ~~into~~or amore ~~debt~~business ~~purchase~~combinations ~~agreement,~~is onrequired ~~June 21~~to, among ~~2024~~other ~~(the~~things, ~~“Debt~~provide ~~Purchase~~all ~~Agreement”)~~shareholders with EFthe ~~Hutton~~opportunity to ~~purchase~~redeem ~~the~~their ~~Debt~~shares for ~~$1,250,000~~cash inequal ~~full~~to ~~settlement~~their pro rata share of the ~~Debt. In~~aggregate ~~consideration~~amount ~~for entering into~~ the ~~Agreement~~gross ~~with~~proceeds from the ~~Company~~initial ~~and~~public ~~for~~offering ~~entering~~then ~~into~~in the ~~Debt~~deposit ~~Purchase~~account. ~~Agreement~~Consistent with EFthat ~~Hutton~~requirement, ~~the Company agreed to issue 1,544,531 new shares of Class A common stock to Liqueous~~ at ~~a future date because at~~ the time of ~~entering into~~ the Agreement, the Company’s ~~Second Amended and Restated~~ Certificate of Incorporation, asprohibited ~~amended, did not permit~~ the issuance of ~~additional~~“any ~~shares of common stock prior to the consummation of the Company’s initial business combination, if the~~ additional shares of capital stock of the ~~Company~~Corporation that would entitle the holders thereof to receive funds from ~~Company’s~~the ~~trust~~Trust ~~account~~Account or vote on any initial ~~business combination~~Business Combination….” EFFollowing ~~Hutton~~review ~~did~~of ~~not act~~this asmatter, ~~placement~~Nasdaq ~~agent~~has indetermined ~~connection~~to ~~with~~delist the Company’s. ~~issuance of the 1~~Specifically,~~544,531~~ ~~new~~as ~~shares~~a ofresult ~~Class A common stock to Liqueous.~~of ~~Thereafter, Liqueous tendered~~ the ~~Agreement~~share ~~and~~issuance adescribed ~~legal~~above, ~~opinion to~~ the Company’s ~~transfer~~failed ~~agent~~to ~~and~~comply ~~arranged~~with ~~a sale of 724,000 shares of Class A common stock in the market~~IM-5101-2(e).

~~In response~~Additionally, Nasdaq ~~the~~has ~~Company~~determined isthat ~~working~~it ~~with~~is ~~its~~appropriate ~~transfer agent~~ to ~~protect~~apply ~~its~~Nasdaq ~~public~~Listing ~~investors~~Rules ~~from~~5101 ~~its~~and ~~initial~~IM-5101-1. ~~public~~In ~~offering~~order towhich ~~ensure~~allow ~~receive priority~~Nasdaq to ~~the~~“suspend or ~~proceeds~~delist inparticular ~~the~~securities ~~Company’s~~based ~~trust~~on ~~account~~any ~~in the~~ event, ofcondition, ~~redemptions~~or ~~coinciding~~circumstance ~~with~~that ~~the~~exists ~~Company’s~~or ~~closing of~~occurs anthat makes initial ~~business combination~~ or ~~liquidation.~~continued listing ~~With~~of ~~respect to~~ the ~~Company’s~~securities ~~stockholders~~on ~~who~~Nasdaq ~~purchased~~inadvisable ~~shares~~or ofunwarranted ~~Class~~in ~~A common stock sold by any Liqueous trade,~~ the ~~Company~~opinion isof ~~negotiating~~Nasdaq.” ~~with~~Nasdaq ~~Liqueous~~has toconcluded ~~enter~~that ~~into~~the ~~a backstop agreement whereby Liqueous would~~exercise ~~guarantee~~of ~~the~~this ~~payment~~authority ofis ~~redemption~~appropriate ~~proceeds~~based ~~for~~on ~~those~~the ~~Company~~potential ~~stockholders~~harm to the ~~extent that the~~ Company’s ~~trust~~shareholders ~~account~~from ~~proceeds is~~the ~~not~~share ~~sufficient~~issuance toand ~~honor such redemptions in~~ the ~~event~~uncertainty surrounding of the Company’s ~~closing of an initial business combination or liquidation~~actions. ~~The Company will issue additional reports on Form 8-K as this matter develops.~~

~~The~~As ~~foregoing~~previously ~~description~~reported on Form 8-K by the Company on May 9, 2024, on May 3, 2024, Nasdaq notified the Company that it failed to maintain compliance with the minimum $35 million Market Value of Listed Securities rule for continued listing on the ~~Agreement~~Nasdaq ~~does~~Capital ~~not~~Market ~~purport~~under Listing Rule 5550(b)(2). The Company was provided a 180-day compliance period, or until October 24, 2024, to beregain ~~complete~~compliance, ~~and~~however, the isNasdaq ~~qualified~~staff inhas determined to use its ~~entirety~~discretionary byauthority ~~reference~~to apply more stringent criteria to shorten the ~~full~~compliance ~~text~~period ofand, as a result, the ~~Agreement~~Company’s ~~filed~~failure to comply with Listing Rule 5550(b)(2) serves as ~~Exhibit~~an ~~10.1~~additional ~~hereto~~and separate basis for delisting.

~~Item~~The 3Company may appeal Staff’s determination to a Hearings Panel (the “Panel”), no later than 4:00 p.03m. ~~Material~~Eastern ~~Modification~~Time on July 5, 2024, pursuant to ~~Rights~~the procedures set forth in the Nasdaq Listing Rule 5800 Series. Hearings are typically scheduled to occur approximately 30-45 days after the date of ~~Security~~the ~~Holders~~hearing request. A hearing request will stay the suspension of the Company’s securities and the filing of the Form 25-NSE pending the Panel’s decision.

~~Amendment~~The Company’s Securities will remain listed on Nasdaq while trading is suspended until the effectiveness of ~~Articles~~a Form 25-NSE, after which time the Securities will be delisted from Nasdaq. Following the delisting of ~~Association~~the Company’s Securities from trading on Nasdaq, any trading in the Securities would only occur in privately negotiated sales and potentially on an over-the-counter market. In such event, the Company expects to have its Securities quoted on a market operated by OTC Markets Group Inc. (the “OTC”) so that a trading market may continue to exist for the Securities. There is no guarantee, however, that a broker will continue to make a market in the Securities or that trading thereof will continue on an OTC market or otherwise.

~~The information set forth in~~ Item 17.01 ofRegulation ~~this~~FD ~~Current Report on Form 8-K is incorporated into this Item 3.03 by reference.~~Disclosure

AsContinental ~~described~~Stock inTransfer ~~Item~~&Trust ~~5.03 below~~Company, ~~stockholders~~New ~~representing~~York, ~~83.9%~~NY of(“Continental”), ~~the~~stock ~~outstanding~~transfer ~~common~~agent ~~stock~~and oftrustee for the Company ~~approved the Third Amendment~~issued toa ~~the~~press ~~Second~~release ~~Amended~~today ~~and~~that, ~~Restated~~Continental ~~Certificate~~as oftrustee ~~Incorporation~~has ~~and~~itself ~~filed~~agreed itto ~~with~~guarantee the ~~Secretary~~payment of ~~State~~full oftrust ~~the~~value ~~State~~for ofthe ~~Delaware~~724,000 onClass ~~June~~A ~~26,~~common ~~2024~~shares toof ~~correct~~ the ~~limitation~~Company onin ~~share~~the ~~issuances~~event ~~set~~of ~~forth~~a inredemption ~~Item~~or ~~1.01~~liquidation ~~above~~event.

~~Item 5.03. Articles of Incorporation or Bylaws.~~Disclaimer

AThis ~~majority~~Current ofReport ~~stockholders~~on ofForm ~~the~~8-K ~~Company,~~is ~~representing~~for ~~83.9%~~informational ofpurposes ~~the~~only ~~outstanding~~and ~~common~~is ~~stock~~neither ofan ~~the~~offer ~~Company~~to purchase, ~~approved~~nor ~~the~~a ~~Third~~solicitation ~~Amendment~~ of an offer to sell, ~~the~~subscribe ~~Second~~for ~~Amended~~or ~~and~~buy ~~Restated~~any ~~Certificate~~securities ofor ~~Incorporation~~the solicitation of ~~the~~any ~~Company~~vote in any jurisdiction pursuant to ~~Sections~~the ~~228~~proposed transactions or otherwise, ~~242~~nor ~~and~~shall ~~245~~there be any sale, issuance or transfer or securities in any jurisdiction in contravention of ~~the~~applicable ~~Delaware~~law. No ~~General~~offer ~~Corporation~~of ~~Law~~securities byshall ~~written~~be ~~consent~~made inexcept ~~lieu~~by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.

~~The~~INVESTMENT ~~full~~IN ~~text~~ANY ofSECURITIES ~~the~~DESCRIBED ~~Third~~HEREIN ~~Amendment~~HAS toNOT ~~the~~BEEN ~~Second~~APPROVED ~~Amended~~OR ~~and~~DISAPPROVED ~~Restated~~BY ~~Certificate~~THE ofSECURITIES ~~Incorporation~~AND isEXCHANGE ~~included~~COMMISSION as(“SEC”) OR ~~Exhibit~~ANY 3OTHER REGULATORY AUTHORITY NOR HAS ANY AUTHORITY PASSED UPON OR ENDORSED THE MERITS OF THE PROPOSED TRANSACTIONS OR THE ACCURACY OR ADEQUACY OF THE INFORMATION CONTAINED HEREIN.1 ~~hereto~~ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

Item 5.07. Submission of Matters to a Vote of Security Holders.

As described in Item 5.03, stockholders representing 83.9% of the outstanding common stock of the Company approved the Third Amendment to the Second Amended and Restated Certificate of Incorporation and filed it with the Secretary of State of the State of Delaware on June 26, 2024 to correct the limitation on share issuances set forth in Item 1.01 above.

Item 8.01. Other Events.

Issuance of Shares

Following the approval of the Third Amendment to the Second Amended and Restated Certificate of Incorporation of the Company by a majority of the Company’s stockholders on June 26, 2024, and the filing of the amendment with the State of Delaware, the Company instructed its transfer agent to proceed with the issuance of the remaining 829,531 of Class A common stock to Liqueous in reliance on Liqueous’ attorney’s opinion 1,544,531 shares in connection with the execution Agreement and the Debt Purchase Agreement.

Item 9.01.

Financial Statements and Exhibits.

(d)

Exhibits.

Exhibit No.		Description
3.1		Third Amendment to the Second Amended and Restated Articles of Association
10.1		Settlement and Recapitalization 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, ~~Canna-Global~~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: June 27, 2024	By:	/s/ J. Gerald Combs
Date: July 1, 2024	By:	/s/ J. Gerald Combs
		J. Gerald Combs
	Name:	J. Gerald Combs
		Chief Executive Officer
	Title:	Chief Executive Officer

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