UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
| (Mark One) | ||
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For
the quarterly period ended |
or
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to |
Commission
File Number:
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) | |
| (Address of principal executive offices) | (Zip Code) |
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol | Name of each exchange on which registered | ||
| , and one redeemable warrant of one share of Common Stock | The Stock Market LLC | |||
| The
| ||||
| The
| ||||
| The Stock Market LLC |
Securities registered pursuant to Section 12(g) of the Act: None
Indicate
by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.
Indicate
by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data
File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding
12 months (or for such shorter period that the registrant was required to submit and post such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer,” “non-accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
| Large-accelerated filer ☐ | Accelerated filer ☐ | |
| Smaller reporting company | ||
| Emerging growth company |
Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).
As of August 21, 2023, there were shares of Class A common stock, par value $0.000001 per share, of the Company issued and outstanding (excluding 2,369,370 shares subject to possible redemption), shares of Class B common stock, par value $0.000001 per share, of the Company issued and outstanding, and 0 shares of preferred stock, par value $0.000001 per share, of the Company issued and outstanding.
Canna-Global Acquisition CORP
FORM 10-Q FOR THE QUARTER ENDED JUNE 30, 2023
TABLE OF CONTENTS
| 2 |
PART I — FINANCIAL INFORMATION
Item 1. Financial Statements
Canna-Global Acquisition Corp
BALANCE SHEETS
(Unaudited)
June 30, 2023 | December 31, 2022 | |||||||
| ASSETS | ||||||||
| Current Assets | ||||||||
| Cash | $ | $ | ||||||
| Accounts receivable | ||||||||
| Prepaid income tax | ||||||||
| Prepaid expenses | ||||||||
| Total Current Assets | ||||||||
| Cash and Marketable Securities held in trust account | ||||||||
| Total Assets | $ | $ | ||||||
| LIABILITIES AND SHAREHOLDERS’ DEFICIT | ||||||||
| Current liabilities | ||||||||
| Accounts payable | $ | $ | ||||||
| Accrued expenses | ||||||||
| Franchise tax payable | ||||||||
| Income tax payable | ||||||||
| Working capital loan | ||||||||
| Extension loan | ||||||||
| Total Current Liabilities | ||||||||
| Deferred underwriter commission | ||||||||
| Total Liabilities | ||||||||
| Commitments and Contingencies | ||||||||
| Class A common stock subject to possible redemption; shares (at $ per share at June 30, 2023 and $ per share at December 31, 2022) | ||||||||
| Shareholders’ Deficit | ||||||||
| Preferred Stock, $ par value; shares authorized; issued and outstanding | ||||||||
| Class A Common Stock, $ par value; shares authorized; issued and outstanding (excluding shares subject to possible redemption) | ||||||||
| Class B common stock, $ par value; shares authorized; shares issued and outstanding | ||||||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| Total Shareholders’ Deficit | ( | ) | ( | ) | ||||
| Total Liabilities and Shareholders’ Deficit | $ | $ | ||||||
The accompanying notes are an integral part of these unaudited financial statements.
| F-1 |
Canna-Global Acquisition Corp
STATEMENTS OF OPERATIONS
(Unaudited)
For the Three months Ended June 30, 2023 |
For the Three months Ended June 30, 2022 |
For the Six months Ended June 30, 2023 | For the Six months Ended June 30, 2022 | |||||||||||||
| Formation and operating costs | $ | ( |
) | $ |
( |
) | $ | ( | ) | $ | ( | ) | ||||
| Franchise tax | ( |
) | ( |
) | ( | ) | ( | ) | ||||||||
| Loss from Operations | ( |
) | ( |
) | ( | ) | ( | ) | ||||||||
| Other Income | ||||||||||||||||
| Interest earned on marketable securities held in trust account | ||||||||||||||||
| Net Income (Loss) before income taxes | $ | ( |
) | $ |
$ | ( | ) | $ | ( | ) | ||||||
| Income tax expense | ( |
) | ( | ) | ||||||||||||
| Net Income (Loss) | $ | ( |
) | $ | $ | ( | ) | $ | ( | ) | ||||||
| Weighted average shares outstanding of Class A common stock | ||||||||||||||||
| Basic and diluted net income (loss) per common stock | $ | ) | $ | $ | ) | $ | ) | |||||||||
| Weighted average shares outstanding of Class B common stock | ||||||||||||||||
| Basic and diluted net income (loss) per common stock | $ | ) | $ | $ | ) | $ | ) | |||||||||
The accompanying notes are an integral part of these unaudited financial statements.
| F-2 |
Canna-Global Acquisition Corp
STATEMENTS OF CHANGES IN SHAREHOLDERS’ DEFICIT
FOR THE SIX MONTHS ENDED JUNE 30, 2023 AND
FOR THE SIX MONTHS ENDED JUNE 30, 2022
(UNAUDITED)
Class A Common Stock | Class B Common Stock | Additional Paid in | Accumulated | Total Stockholders’ | ||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Capital | Deficit | Deficit | ||||||||||||||||||||||
| Balance – December 31, 2022 | $ | | $ | | $ | $ | ( | ) | $ | ( | ) | |||||||||||||||||
| Net Income (Loss) | - | - | ( | ) | ( | ) | ||||||||||||||||||||||
| Additional amount deposited into trust for extension | - | - | ( | ) | ( | ) | ||||||||||||||||||||||
| Re-measurement of common stock subject to redemption | - | - | ( | ) | ( | ) | ||||||||||||||||||||||
| Balance – March 31, 2023 | $ | ( | ) | $ | ( | ) | ||||||||||||||||||||||
| Net Income (Loss) | - | - | ( | ) | ( | ) | ||||||||||||||||||||||
| Additional amount deposited into trust for extension | - | - | ( | ) | ( | ) | ||||||||||||||||||||||
| Re-measurement of common stock subject to redemption | - | - | ||||||||||||||||||||||||||
| Balance – June 30, 2023 | $ | $ | $ | $ | ( | ) | $ | ( | ) | |||||||||||||||||||
Class A Common Stock | Class B Common Stock | Additional Paid in | Accumulated | Total Stockholders’ | ||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Capital | Deficit | Deficit | ||||||||||||||||||||||
| Balance – December 31, 2021 | $ | | $ | | $ | $ | ( | ) | $ | ( | ) | |||||||||||||||||
| Net Income (Loss) | - | - | ( | ) | ( | ) | ||||||||||||||||||||||
| Balance – March 31, 2022 | ( | ) | ( | ) | ||||||||||||||||||||||||
| Net Income (Loss) | - | - | ||||||||||||||||||||||||||
| Re-measurement of common stock subject to redemption | - | - | ( | ) | ( | ) | ||||||||||||||||||||||
| Balance – June 30, 2022 | $ | $ | $ | $ | ( | ) | $ | ( | ) | |||||||||||||||||||
The accompanying notes are an integral part of these unaudited financial statements.
| F-3 |
Canna-Global Acquisition Corp
STATEMENTS OF CASH FLOWS
(UNAUDITED)
For the Six months Ended June 30, 2023 | For the Six months Ended June 30, 2022 | |||||||
| Cash flows from operating activities: | ||||||||
| Net loss | $ | ( | ) | $ | ( | ) | ||
| Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||
| Interest earned on marketable securities held in Trust Account | ( | ) | ( | ) | ||||
| Changes in operating assets and liabilities: | ||||||||
| Prepaid expenses | ( | ) | ||||||
| Account payable | ||||||||
| Accrued expenses | ( | ) | ||||||
| Franchise tax payable | ( | ) | ( | ) | ||||
| Income tax payable | ( | ) | ||||||
| Net cash used in operating activities | ( | ) | ( | ) | ||||
| Cash flows from investing activities: | ||||||||
| Cash withdrawn from Trust Account to pay taxes | ||||||||
| Investment of cash in Trust Account | ( | ) | ||||||
| Net cash provided by investing activities | ||||||||
| Cash flows from financing activities: | ||||||||
| Proceeds from working capital loan | ||||||||
| Proceeds from extension loan | ||||||||
| Repayment of promissory note - related party | ( | ) | ||||||
| Net cash provided by (used in) financing activities | ( | ) | ||||||
| Net change in cash | ( | ) | ( | ) | ||||
| Cash at the beginning of the period | ||||||||
| Cash at the end of the period | $ | $ | ||||||
| Supplemental disclosure of non-cash investing and financing activities: | ||||||||
| Re-measurement of ordinary shares subject to redemption | $ | $ | ||||||
The accompanying notes are an integral part of these unaudited financial statements.
| F-4 |
CANNA-GLOBAL ACQUISITION CORP
NOTES TO FINANCIAL STATEMENTS (Unaudited)
Note 1 — Description of Organization and Business Operations
Canna-Global
Acquisition Corp (the “Company”) is a blank check company incorporated in Delaware on
The Financing
As of June 30, 2023, the Company had not commenced any operations beyond its initial public offering and seeking an initial Business Combination. All activity for the period from April 12, 2021 (inception) through June 30, 2023 relates to the Company’s formation and the Offering (as defined below). The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income on cash and cash equivalents from the proceeds derived from the Offering. The Company has selected December 31 as its fiscal year end.
The Company’s sponsor is Canna-Global LLC, a Delaware limited liability company (the “Sponsor”). The registration statement for the Company’s Initial Public Offering was declared effective on November 29, 2021.
On
November 30, 2021, the Company held its Initial Public Offering of units (the “Units” and, with respect to the
Class A common stock included in the Units being offered, the “Public Shares”), at $ per Unit, generating gross proceeds
of $
Simultaneously
with the consummation of the closing of the Offering, the Company consummated the private placement of an aggregate of units
(the “Private Placement Units”) to Canna-Global LLC, the sponsor of the Company (the “Sponsor”), at a price of
$ per Private Placement Unit, generating total gross proceeds of $
Additionally,
on December 2, 2021, the Company consummated the closing of the sale of additional units at a price of $ per unit (the
“Units”) upon receiving notice of the underwriters’ election to fully exercise their overallotment option (“Overallotment
Units”), generating additional gross proceeds of $
| F-5 |
Note 1 — Description of Organization and Business Operations (Continued)
Simultaneously
with the exercise of the overallotment, the Company consummated the Private Placement of an additional Private Placement Units
to the Sponsor generating gross proceeds of $
A
total of $
We
incurred transaction costs in the IPO with the exercise of the overallotment totaling $
Trust Account
Following
the closing of the Initial Public Offering and full exercise of underwriter’s over-allotment option, $
The
Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering
and the sale of the Placement Units, although substantially all of the net proceeds are intended to be applied generally toward consummating
a Business Combination. Nasdaq rules provide that the Business Combination must be with one or more target businesses that together have
a fair market value equal to at least
| F-6 |
Note 1 — Description of Organization and Business Operations (Continued)
Redemption Option
The
Company will provide its holders of the outstanding Public Shares (the “public stockholders”) with the opportunity to redeem
all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting
called to approve the Business Combination or (ii) by means of a tender offer. In connection with a proposed Business Combination, the
Company may seek stockholder approval of a Business Combination at a meeting called for such purpose at which stockholders may seek to
redeem their shares, regardless of whether they vote for or against a Business Combination. The Company will proceed with a Business
Combination only if the Company has net tangible assets of at least $
The
Company will have until December 2, 2023 (the “Termination Date”) to consummate a Business Combination. If the Company is
unable to complete a Business Combination by the Termination Date, the Company will (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, redeem the public shares, at a per-share
price, payable in cash, equal to the aggregate amount then on deposit in the trust account including interest earned on the funds held
in the trust account and not previously released to us to pay our taxes (less up to $
Stockholder Approval
If stockholder approval of the transaction is required by applicable law or stock exchange listing requirements, or the Company decides to obtain stockholder approval for business or other reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If the Company seeks stockholder approval in connection with a Business Combination, the Sponsor has agreed to vote its Founder shares (as defined in Note 5) and any Public Shares purchased during or after the Public Offering in favor of approving a Business Combination. Additionally, each Public Stockholder may elect to redeem their Public Shares without voting, and if they do vote, irrespective of whether they vote for or against the proposed transaction.
Notwithstanding the foregoing, if the Company seeks stockholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Certificate of Incorporation will provide that a Public Stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 20% of the Public Shares, without the prior consent of the Company.
The holders of the Founder Shares have agreed (a) to waive their redemption rights with respect to the Founder Shares and Public Shares held by them in connection with the completion of a Business Combination and (b) not to propose an amendment to the Certificate of Incorporation (i) to modify the substance or timing of the Company’s obligation to allow redemptions in connection with a Business Combination or to redeem 100% of its Public Shares if the Company does not complete a Business Combination within the Combination Period (as defined below) or (ii) with respect to any other provision relating to stockholders’ rights or pre-business combination activity, unless the Company provides the Public Stockholders with the opportunity to redeem their Public Shares in conjunction with any such amendment.
New Quantum Business Combination Agreement
On June 15, 2023, Canna-Global entered into a Bid Implementation and Business Combination Agreement by and among J. Gerald Combs, solely in his capacity as the representative for the stockholders of Canna-Global (the “Purchaser Representative”), New Quantum Holdings Pty Ltd., a Australian company with Australian Company Number (ACN) 628 253 743 (“New Quantum”), and Mr. Jong Chung, solely in his capacity, as the representative, from and after the Effective Time (as defined below) for New Quantum (the “Company Representative”) (the “Business Combination Agreement”). The Business Combination Agreement includes a proposed takeover bid (the “Takeover Bid”) involving the acquisition by Canna-Global of New Quantum and its subsidiaries whereby New Quantum becomes as a wholly-owned subsidiary of Canna-Global (the “Acquisition” and, together with the other transactions contemplated by the Business Combination Agreement, the “Business Combination” or the “Transactions”). Subject to the terms and conditions set forth in the Business Combination Agreement, among other matters, at the effective time of the Acquisition (the “Effective Time”), Canna-Global will acquire all of the New Quantum ordinary shares, and the Combined Entity will be listed on the Nasdaq Global Market under the ticker symbol “NQ.”
In accordance with the terms and subject to the conditions of the Business Combination Agreement, and contingent upon the Closing, as consideration for the Business Combination, New Quantum shareholders collectively shall be entitled to receive from Canna-Global, in full payment for their New Quantum ordinary shares, the Consideration Shares representing that number of Canna-Global Class A Common Stock determined as follows:
| (i) | Eight
Hundred Million U.S. Dollars ($ | |
| (ii) | (A) the Net Working Capital (as defined in the Business Combination Agreement) less (B) Canna-Global Net Working Capital Amount (as defined in the Business Combination Agreement) minus | |
| (iii) | the Closing Net Debt (as defined in the Business Combination Agreement), minus | |
| (iv) | the amount of any unpaid Transaction Expenses (as defined in the Business Combination Agreement), and plus (v) the SPAC Closing Net Debt (as defined in the Business Combination Agreement), and plus | |
| (vi) | the Escrow Amount (as defined in the Business Combination Agreement), with the aggregate of items (i) to (vi) being divided by $ being the value of each share of Canna-Global Class A Common Stock (as equitably adjusted for share splits, share dividends, combinations, recapitalizations and the like after the Closing). |
| F-7 |
Each New Quantum shareholder shall receive that number of Consideration Shares based on the number of the ordinary shares of New Quantum owned by such New Quantum shareholder, divided by the total number of the ordinary shares of the New Quantum owned by all New Quantum shareholders. For the avoidance of doubt, no cash consideration is payable by Canna-Global in the Exchange. Following the Exchange, the New Quantum shareholders will become shareholders of Canna-Global and New Quantum will continue as a wholly-owned subsidiary of Canna-Global. Each New Quantum shareholder, upon receiving the Canna-Global Class A Common Stock, will cease to have any other rights in and to the ordinary shares of New Quantum.
Charter Amendment and Termination Date
On
November 30, 2021, Canna-Global consummated its IPO of Units, pursuant to a registration statement on Form S-1 (Registration
No. 333-258619) that became effective on November 29, 2021. The IPO included Units issued pursuant to the full exercise by
the underwriters of their over-allotment option, with each Unit consisting of one share of Class A common stock and one redeemable Warrant,
with each Warrant entitling the holder thereof to purchase one share of Class A Common Stock for $
The
Units were sold at a price of $ per Unit, generating gross proceeds to Canna-Global of $
As
reported on December 1, 2022 on Form 8-K, Canna-Global held a special meeting of its stockholders on November 28, 2022, where stockholders
approved an amendment to the Trust Agreement pursuant to which the Trust Agreement was amended to extend the date on which the trustee
must liquidate the Trust Account if Canna-Global has not completed its initial business combination, from December 2, 2022 to December
2, 2023 provided that Canna-Global deposits $ per share of Canna-Global public Class A Common Stock per month extended (the “Extension
Amendment Proposal”). Stockholders also approved the First Amendment to Canna-Global’s Second Amended and Restated Certificate
of Incorporation, giving Canna-Global the right to extend the date by which it must consummate an initial business combination by up
to twelve (12) one-month extensions to December 2, 2023. In connection with the voting on the Extension Amendment Proposal, holders of
shares of Canna-Global’s Class A common stock exercised their right to redeem those shares for cash at an approximate
price of $ per share, for an aggregate of approximately $
In
connection with the exercise of the first monthly extension of the Termination Date, Canna-Global caused $ per outstanding share
of its Class A common stock, giving effect to the redemptions disclosed above, or approximately $
In
connection with the second monthly extension of the Termination Date, Canna-Global caused $ per outstanding share of its Class A
common stock, or approximately $
In
connection with the third monthly extension of the Termination Date, Canna-Global caused $ per outstanding share of its Class A
common stock, or approximately $
In
connection with the fourth monthly extension of the Termination Date, Canna-Global caused $ per outstanding share of its Class A
common stock, or approximately $
In
connection with the fifth extension of the Termination Date, Canna-Global caused $ per outstanding share of its Class A common stock,
or approximately $
In
connection with the sixth extension of the Termination Date, Canna-Global caused $ per outstanding share of its Class A common stock,
or approximately $
In
connection with the seventh extension of the Termination Date, Canna-Global caused $ per outstanding share of its Class A common
stock, or approximately $
In connection with the eighth extension of the Termination Date, Canna-Global caused $ per outstanding share
of its Class A common stock, or approximately $
In order to protect the amounts held in the Trust Account, our Sponsor has agreed that it will be liable to us if and to the extent any claims by a third party (other than the independent public accounting firm) for services rendered or products sold to us, or a prospective target business with which we have entered into a written letter of intent, confidentiality or similar agreement or business combination agreement, reduce the amount of funds in the trust account to below the lesser of (i) $ per public share and (ii) the actual amount per public share held in the trust account as of the date of the liquidation of the trust account, if less than $ per public share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the trust account (whether or not such waiver is enforceable) nor will it apply to any claims under our indemnity of the underwriters of this offering against certain liabilities, including liabilities under the Securities Act. However, we have not asked our sponsor to reserve for such indemnification obligations, nor have we independently verified whether our sponsor has sufficient funds to satisfy its indemnity obligations and believe that our sponsor’s only assets are securities of our Company. Therefore, we cannot assure you that our sponsor would be able to satisfy those obligations. None of our officers or directors will indemnify us for claims by third parties including, without limitation, claims by vendors and prospective target businesses.
The holders of the Founder Shares have agreed to waive their liquidation rights with respect to the Founder shares if the Company fails to complete a Business Combination within the Combination Period. The underwriters have agreed to waive their rights to their deferred underwriting commission (see Note 6) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period, and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than the Initial Public Offering price per Unit ($).
| F-8 |
Note 1 — Description of Organization and Business Operations (Continued)
Liquidity and Management’s Plans
Prior to the completion of the Initial Public Offering, the Company lacked the liquidity it needed to sustain operations for a reasonable period of time, which is considered to be one year from the issuance date of the financial statements. The Company has since completed its Initial Public Offering at which time capital in excess of the funds deposited in the Trust Account and/or used to fund offering expenses was released to the Company for general working capital purposes.There is no assurance that the Company’s plans to consummate an initial Business Combination will be successful within the Combination Period. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Going Concern Consideration
The Company expects to incur significant costs in pursuit of its financing and acquisition plans. In connection with the Company’s assessment of going concern considerations in accordance with Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” management has determined that if the Company is unsuccessful in consummating an initial business combination within the prescribed period of time from the closing of the IPO, the requirement that the Company cease all operations, redeem the public shares and thereafter liquidate and dissolve raises substantial doubt about the ability to continue as a going concern. The balance sheet does not include any adjustments that might result from the outcome of this uncertainty. Management has determined that the Company has funds that are sufficient to fund the working capital needs of the Company until the consummation of an initial business combination or the winding up of the Company as stipulated in the Company’s second amended and restated memorandum of association, as amended. The accompanying financial statement has been prepared in conformity with generally accepted accounting principles in the United States of America (“GAAP”), which contemplate continuation of the Company as a going concern.
Risks and Uncertainties
Management is currently evaluating the impact of the COVID-19 pandemic and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of the financial statement. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Note 2 — Summary of Significant Accounting Policies
Basis of Presentation
The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the SEC. Certain information and note disclosures normally included in the annual financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to those rules and regulations, although the Company believes that the disclosures made are adequate to make the information not misleading. The interim financial statements as of June 30, 2023 and for the Six months ended June 30, 2023 and June 30, 2022 respectively, are unaudited. In the opinion of management, the interim financial statements include all adjustments, consisting only of normal recurring adjustments, necessary to provide a fair statement of the results for the interim periods. The accompanying balance sheet as of December 31, 2022, is derived from the audited financial statements presented in the Company’s Annual Report on Form 10-K for fiscal the year ended December 31, 2022.
Emerging Growth Company
The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.
Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.
| F-9 |
Note 2 — Summary of Significant Accounting Policies (Continued)
Use of Estimates
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.
Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.
Cash and Cash Equivalents
The
Company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents. Cash
equivalents are carried at cost, which approximates fair value. The Company had $
Marketable Securities Held in Trust Account
The
Company’s portfolio of investments is comprised solely of U.S. government securities, within the meaning set forth in Section 2(a)(16)
of the Investment Company Act, with a maturity of 185 days or less, or in money market funds meeting certain conditions under Rule 2a-7
promulgated under the Investment Company Act that invest only in direct U.S. government treasury obligation. The Company’s investments
held in the Trust Account are classified as trading securities. Trading securities are presented on the unaudited condensed balance sheets
at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is included
in investment income earned on investment held in Trust Account in the accompanying unaudited statements of operations. The estimated
fair values of investments held in the Trust Account are determined using available market information. At June 30, 2023, substantially
all of the assets held in the Trust Account were held in mutual funds. At June 30, 2023, the balance in the Trust Account was $
Income Taxes
The Company accounts for income taxes under FASB ASC 740, “Income Taxes” (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized.
ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition.
The Company is subject to income tax examinations by major taxing authorities since inception. These examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months.
The realization of deferred tax assets, including net operating loss carryforwards, is dependent on the generation of future taxable income sufficient to realize the tax deductions, carryforwards, and credits. Valuation allowances on deferred tax assets are recognized if it is determined that it is more likely than not that the asset will not be realized.
| F-10 |
Note 2 — Summary of Significant Accounting Policies (Continued)
All
of the Class A common stock sold as part of the Units in the Initial Public Offering contain a redemption feature which allows for the
redemption of such Public Shares in connection with the Company’s liquidation, if there is a stockholder vote or tender offer in
connection with the Business Combination and in connection with certain amendments to the Company’s amended and restated certificate
of incorporation. In accordance with ASC 480, conditionally redeemable Class A common stock (including shares of Class A common stock
that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain
events not solely within the Company’s control) are classified as temporary equity. Ordinary liquidation events, which involve
the redemption and liquidation of all of the entity’s equity instruments, are excluded from the provisions of ASC 480. Although
the Company did not specify a maximum redemption threshold, its charter provides that currently, the Company will not redeem its public
shares in an amount that would cause its net tangible assets (stockholders’ equity) to be less than $
Concentration of Credit Risk
Financial
instruments that potentially subject the Company to concentration of credit risk consist of a cash account in a financial institution
which, at times may exceed the Federal depository insurance coverage of $
Net income per share is computed by dividing net income by the weighted average number of common stock shares outstanding for the period. The calculation of diluted income (loss) per share does not consider the effect of the warrants issued in connection with the Initial Public Offering and warrants issued as components of the Private Placement Units (the “Placement Warrants”) since the exercise of the warrants are contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive.
The Company’s statements of operations include a presentation of income per share for common stock shares subject to possible redemption in a manner similar to the two-class method of income per share. Net income per common share, basic and diluted, for redeemable Class A common stock is calculated by dividing the net income allocable to Class A common stock subject to possible redemption, by the weighted average number of redeemable Class A common stock outstanding since original issuance. Net income per common stock, basic and diluted, for non-redeemable Class A and Class B common stock is calculated by dividing net income allocable to non-redeemable common stock, by the weighted average number of shares of non-redeemable common stock outstanding for the periods. Shares of non-redeemable Class B common stock include the founder shares as these common shares do not have any redemption features and do not participate in the income earned on the Trust Account.
For the Three months Ended June 30, 2023 |
For the Three months Ended June 30, 2022 |
For the Six months Ended June 30, 2023 | For the Six months Ended June 30, 2022 | |||||||||||||
| Class A common stock | ||||||||||||||||
| Numerator: net income (loss) allocable to Class A common shares | $ | ( |
) | $ |
$ | ( | ) | $ | ( | ) | ||||||
| Denominator: weighted average number of Class A common shares | ||||||||||||||||
| Basic and diluted net income (loss) per Class A common share | $ | ) | $ | $ | ) | $ | ) | |||||||||
| Non-redeemable Class B common shares | ||||||||||||||||
| Numerator: net income (loss) allocable to non-redeemable Class B common stock | $ | ( |
) | $ | $ | ( | ) | $ | ( | ) | ||||||
| Denominator: weighted average number of non-redeemable Class B common shares | ||||||||||||||||
| Basic and diluted net income (loss) per non-redeemable Class B common shares | $ | ) | $ | $ | ) | $ | ) | |||||||||
| F-11 |
Note 2 — Summary of Significant Accounting Policies (Continued)
Offering Costs Associated with the Initial Public Offering
Offering costs consisted of legal, accounting, underwriting fees and other costs incurred through the Initial Public Offering that were directly related to the Initial Public Offering. Offering costs are allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with derivative warrant liabilities are expensed as incurred, presented as non-operating expenses in the statement of operations. Offering costs associated with the Class A common stock were charged to stockholders’ equity upon the completion of the Initial Public Offering.
Fair Value of Financial Instruments
The Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include:
● Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets;
● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and
● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.
In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement.
Recent Accounting Standards
Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements.
| F-12 |
Note 3 —Initial Public Offering
Pursuant
to the Initial Public Offering the Company consummated on December 2, 2021, the Company sold Units at a purchase price of
$ per Unit generating gross proceeds to the Company in the amount of $
Note 4 — Private Placement
Simultaneously
with the closing of the Initial Public Offering, the Company consummated the private sale (the “Private Placement”) of an
aggregate of units (the “Private Placement Units”) to Canna-Global LLC (the “Sponsor”) at a purchase
price of $ per Private Placement Unit, generating gross proceeds to the Company in the amount of $
A portion of the proceeds from the Private Placement Units was added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Placement Units held in the Trust Account will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Placement Units will be worthless.
The Private Placement Warrants (including the Class A common stock issuable upon exercise of the Private Placement Warrants) will not be transferable, assignable or salable until 30 days after the completion of an Initial Business Combination, subject to certain exceptions.
Note 5 — Related Party Transactions
Founder Shares
On July 13, 2021, the Sponsor purchased of the Company’s Class B common stock (the “Founder Shares”) in exchange for $. The Founder Shares included an aggregate of up to shares subject to forfeiture to the extent that the underwriters’ over-allotment is not exercised in full or in part, so that the number of Founder Shares will equal, on an as-converted basis, approximately % of the Company’s issued and outstanding shares of common stock after the Initial Public Offering. The Founder Shares are no longer subject to forfeiture due to full exercise of the over-allotment by the underwriter.
.
| F-13 |
Note 5 — Related Party Transactions (Continued)
Promissory Note — Related Party
On
April 12, 2021 the Sponsor issued an unsecured promissory note to the Company (the “Promissory Note”), pursuant to which
the Company may borrow up to an aggregate principal amount of $
Related Party Loans
In
order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain
of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working
Capital Loans”). Such Working Capital Loans would be evidenced by promissory notes. The notes may be repaid upon completion of
a Business Combination, without interest, or, at the lender’s discretion, up to $
Extension Loan — Related Party
The
Company will have until June 2, 2023, subject to six (6) one-month extensions to December 2, 2023 (the “Termination Date”)
to consummate a Business Combination. If the Company is unable to complete a Business Combination by the Termination Date, the Company
will (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, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the
trust account including interest earned on the funds held in the trust account and not previously released to us to pay our taxes (less
up to $
In
connection with approval of the Extension Amendment Proposal, the Company caused $ per outstanding share of our Class A Common Stock
or approximately $
This
extension loan is non-interest bearing and will be due upon consummation of the initial business combination. If the Company complete
the initial business combination, the Company will, at the option of the sponsor, repay such loaned amounts out of the proceeds of the
trust account released to the Company or convert a portion or all of the total loan amount into units at a price of $
Sponsor Funding of Trust Account
In
order to fund the trust to the required level, the Sponsor has deposited $
Representative Shares
In connection with the IPO, the Company issued the Representative shares upon full exercise of the Over-allotment Option (the “Representative Shares”) on December 2, 2021. The Representative has agreed not to transfer, assign or sell any such Representative Shares without prior consent of the Company until the completion of the initial Business Combination. In addition, the Representative has agreed (i) to waive its redemption rights (or right to participate in any tender offer) with respect to such shares in connection with the completion of the initial Business Combination and (ii) to waive its rights to liquidating distributions from the trust account with respect to such shares if the Company fails to complete the initial Business Combination by the Termination Date.
The Representative will not sell, transfer, assign, pledge or hypothecate the Representative Shares, or cause the Representative Shares to be the subject of any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition of the Representative Shares by any person, for a period of 180 days (pursuant to Rule 5110(e)(1) of the Conduct Rules of FINRA) following the Effective Date to anyone other than (i) the Representative or an underwriter or selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representative or of any such underwriter or selected dealer. On and after the 181st day following the Effective Date, transfers to others may be made subject to compliance with or exemptions from applicable securities laws.
| F-14 |
Note 5 — Related Party Transactions (Continued)
Administrative Support Agreement
Commencing
on the date the Units are first listed on the Nasdaq, the Company agreed to pay the Sponsor a total of $
Consulting Agreement
On
March 15, 2022, the Company signed an agreement with Jonathan Combs, who is related to our CEO, for consulting service. The company has
agreed to pay him a total of $
Note 6 — Commitments and Contingencies
Registration Rights
The holders of the Founder Shares, Private Placement Units and warrants that may be issued upon conversion of Working Capital Loans (and shares of Class A common stock issuable upon the exercise of the Private Placement Warrants or warrants issued upon conversion of the Working Capital Loans and upon conversion of the Founder Shares) will be entitled to registration rights pursuant to a registration rights agreement signed prior to or on the effective date of Initial Public Offering requiring the Company to register such securities for resale (in the case of the Founder Shares, only after conversion to shares of Class A common stock). The holders of these securities will be entitled to make up to three demands, excluding short form registration demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to completion of a Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. However, the registration rights agreement provides that the Company will not be required to effect or permit any registration or cause any registration statement to become effective until the securities covered thereby are released from their lock-up restrictions. The Company will bear the expenses incurred in connection with the filing of any such registration statements.
Underwriters Agreement
The Company granted the underwriters a 45-day option from the date of Initial Public Offering to purchase up to additional Units to cover over-allotments, if any, at the Initial Public Offering price less the underwriting discounts and commissions.
The
underwriters were entitled to a cash underwriting discount of $ per Unit, or $
On
December 2, 2021, the underwriters purchased an additional Option Units pursuant to the exercise of the over-allotment option.
The Option Units were sold at an offering price of $ per Unit, generating additional gross proceeds to the Company of $
| F-15 |
Note 7 – Stockholders’ Equity
Preferred Shares — The Company is authorized to issue shares of preferred stock with a par value of $ per share with such designation, rights and preferences as may be determined from time to time by the Company’s Board of Directors. As of December 31, 2022, there were shares of preferred stock issued or outstanding. As of June 30, 2023, there were shares of preferred stock issued or outstanding.
Class A Common Stock — Our Certificate of Incorporation will authorize the Company to issue shares of Class A common stock with a par value of $ per share. Holders of the Company’s Class A common stock are entitled to one vote for each share. As of December 31, 2022 and June 30, 2023, there were shares of Class A common stock issued and outstanding (excluding shares subject to possible redemption).
Class B Common stock — The Company is authorized to issue shares of Class B common stock with a par value of $ per share. Holders of the Company’s Class B common stock are entitled to one vote for each share. As of December 31, 2022 and June 30, 2023 there were shares of Class B common stock issued and outstanding, such that the Initial Stockholders will maintain ownership of at least % of the issued and outstanding shares after the Proposed Public Offering.
Only holders of the Class B common stock will have the right to vote on the election of directors prior to the Business Combination. Holders of Class A Common Stock and holders of Class B common stock will vote together as a single class on all matters submitted to a vote of our Stockholders except as otherwise required by law. In connection with our initial business combination, we may enter into a Stockholders agreement or other arrangements with the Stockholders of the target or other investors to provide for voting or other corporate governance arrangements that differ from those in effect upon completion of this offering.
The shares of Class B common stock will automatically convert into Class A Common Stock at the time of a Business Combination, or earlier at the option of the holder, on a one-for-one basis, subject to adjustment. In the case that additional shares of Class A Common Stock, or equity-linked securities, are issued or deemed issued in excess of the amounts issued in the Initial Public Offering and related to the closing of a Business Combination, the ratio at which shares of Class B common stock shall convert into shares of Class A Common Stock will be adjusted (unless the holders of a majority of the then-outstanding shares of Class B common stock agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of shares of Class A Common Stock issuable upon conversion of all shares of Class B common stock will equal, in the aggregate, on an as-converted basis, % of the sum of the total number of all shares of Class A common stock outstanding upon the completion of Initial Public Offering plus all shares of Class A Common Stock and equity-linked securities issued or deemed issued in connection with a Business Combination (net of the number of shares of Class A Common Stock redeemed in connection with a Business Combination), excluding any shares or equity-linked securities issued or issuable to any seller of an interest in the target to us in a Business Combination.
Warrants — Public Warrants may only be exercised for a whole number of shares. The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination and (b) 12 months from the closing of the Initial Public Offering. The Public Warrants will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation.
The Company will not be obligated to deliver any shares of Class A Common Stock pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act covering the issuance of the shares of Class A Common Stock issuable upon exercise of the warrants is then effective and a current prospectus relating to those shares of Class A Common Stock is available, subject to the Company satisfying its obligations with respect to registration, or a valid exemption from registration is available. No warrant will be exercisable for cash or on a cashless basis, and the Company will not be obligated to issue any shares to holders seeking to exercise their warrants, unless the issuance of the shares upon such exercise is registered or qualified under the securities laws of the state of residence of the exercising holder, or an exemption from registration is available.
| F-16 |
Note 7 – Stockholders’ Equity (Continued)
The Company has agreed that as soon as practicable, but in no event later than 15 business days after the closing of a Business Combination, the Company will use its commercially reasonable efforts to file, and within 60 business days following a Business Combination to have declared effective, a registration statement covering the issuance of the shares of Class A Common Stock issuable upon exercise of the warrants and to maintain a current prospectus relating to those shares of Class A Common Stock until the warrants expire or are redeemed. Notwithstanding the above, if the Class A Common Stock is at the time of any exercise of a warrant not listed on a national securities exchange such that it satisfies the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, the Company will not be required to file or maintain in effect a registration statement, but will use its commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available.
Redemption of Warrants when the Price per Share of Class A Common Stock Equals or Exceeds $ — Once the warrants become exercisable, the Company may redeem the outstanding Public Warrants:
| ● | in whole and not in part; | |
| ● | at a price of $ | |
| ● | upon a minimum of 30 days’ prior written notice of redemption, or the 30-day redemption period to each warrant holder; and | |
| ● | . |
If and when the warrants become redeemable by the Company, the Company may exercise its redemption right even if it is unable to register or qualify the underlying securities for sale under all applicable state securities laws.
If the Company calls the Public Warrants for redemption, as described above, its management will have the option to require any holder that wishes to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. The exercise price and number of Class A Common Stock issuable upon exercise of the Public Warrants may be adjusted in certain circumstances including in the event of a stock dividend, extraordinary dividend or recapitalization, reorganization, merger or consolidation. However, except as described below, the Public Warrants will not be adjusted for issuances of Class A Common Stock at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the Public Warrants. If the Company is unable to complete a Business Combination by the Termination Date and the Company liquidates the funds held in the Trust Account, holders of Public Warrants will not receive any of such funds with respect to their Public Warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with respect to such Public Warrants. Accordingly, the Public Warrants may expire worthless.
The Private Placement Warrants are identical to the Public Warrants underlying the Units being sold in the Initial Public Offering.
Note 8 – Subsequent Events
In
connection with the ninth extension of the Termination Date, Canna-Global caused $per outstanding share of its Class A common stock,
or approximately $
| F-17 |
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
References in this report (the “Quarterly Report”) to “we,” “us” or the “Company” refer to Canna-Global Acquisition Corp. References to our “management” or our “management team” refer to our officers and directors, and references to the “Sponsor” refer to Canna-Global, LLC. The following discussion and analysis of the Company’s financial condition and results of operations should be read in conjunction with the financial statements and the notes thereto contained elsewhere in this Quarterly Report. Certain information contained in the discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties.
Special Note Regarding Forward-Looking Statements
This Quarterly Report on Form 10-Q includes “forward-looking statements” within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act that are not historical facts, and involve risks and uncertainties that could cause actual results to differ materially from those expected and projected. All statements other than statements of historical fact included in this Form 10-Q including statements in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” regarding the Company’s financial position, business strategy and the plans and objectives of management for future operations, are forward-looking statements. Words such as “expect,” “believe,” “anticipate,” “intend,” “estimate,” “seek” and variations and similar words and expressions are intended to identify such forward-looking statements. Such forward-looking statements relate to future events or future performance, but reflect management’s current beliefs, based on information currently available. A number of factors could cause actual events, performance or results to differ materially from the events, performance and results discussed in the forward-looking statements. For information identifying important factors that could cause actual results to differ materially from those anticipated in the forward-looking statements, please refer to the Risk Factors section of the Company’s Annual Report on Form 10-K for the year ending December 31, 2022 filed with the SEC on June 30, 2023. The Company’s securities filings can be accessed on the EDGAR section of the SEC’s website at www.sec.gov. Except as expressly required by applicable securities law, the Company disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise.
Overview
We are a blank check company incorporated as a Delaware corporation and formed for the purpose of effecting a Business Combination with one or more businesses. We intend to effectuate our initial Business Combination using cash from the proceeds our initial public offering (“Initial Public Offering”) and the private placement of the placement units (“Placement Units”), the proceeds of the sale of our shares in connection with our initial Business Combination (pursuant to backstop agreements we may enter into), shares issued to the owners of the target, debt issued to banks or other lenders or the owners of the target, or a combination of the foregoing.
The issuance of additional shares of common stock in connection with an initial Business Combination to the owners of the target or other investors:
| ● | may significantly dilute the equity interest of investors in our Initial Public Offering, which dilution would increase if the anti-dilution provisions in the founder shares resulted in the issuance of common stock on a greater than one-to-one basis; | |
| ● | may subordinate the rights of holders of our common stock if preferred stock is issued with rights senior to those afforded our common stock; | |
| ● | could cause a change in control if a substantial number of shares of our common stock is issued, which may affect, among other things, our ability to use our net operating loss carry forwards, if any, and could result in the resignation or removal of our present officers and directors; | |
| ● | may have the effect of delaying or preventing a change of control of us by diluting the stock ownership or voting rights of a person seeking to obtain control of us; and | |
| ● | may adversely affect prevailing market prices for our common stock and/or rights. |
Similarly, if we issue debt securities or otherwise incur significant debt to banks or other lenders or the owners of a target, it could result in:
| ● | default and foreclosure on our assets if our operating revenues after an initial Business Combination are insufficient to repay our debt obligations; | |
| ● | acceleration of our obligations to repay the indebtedness even if we make all principal and interest payments when due if we breach certain covenants that require the maintenance of certain financial ratios or reserves without a waiver or renegotiation of that covenant; | |
| ● | our immediate payment of all principal and accrued interest, if any, if the debt security is payable on demand; | |
| ● | our inability to obtain necessary additional financing if the debt security contains covenants restricting our ability to obtain such financing while the debt security is outstanding; | |
| ● | our inability to pay dividends on our common stock; | |
| ● | using a substantial portion of our cash flow to pay principal and interest on our debt, which will reduce the funds available for dividends on our common stock if declared, our ability to pay expenses, make capital expenditures and acquisitions, and fund other general corporate purposes; | |
| ● | limitations on our flexibility in planning for and reacting to changes in our business and in the industry in which we operate; | |
| ● | increased vulnerability to adverse changes in general economic, industry and competitive conditions and adverse changes in government regulation; | |
| ● | limitations on our ability to borrow additional amounts for expenses, capital expenditures, acquisitions, debt service requirements, and execution of our strategy; and | |
| ● | other purposes and other disadvantages compared to our competitors who have less debt. |
| 3 |
We expect to continue to incur significant costs in the pursuit of our acquisition plans. We cannot assure you that our plans to complete our initial Business Combination will be successful.
Results of Operations
We have neither engaged in any operations nor generated any revenues to date. Our only activities since inception have been organizational activities and those necessary in connection with our Initial Public Offering, as described below, and identifying a target for our initial Business Combination. We do not expect to generate any operating revenues until after completion of our initial Business Combination. We generated non-operating income in the form of interest income on marketable securities held in the Trust Account of $556,890 for the period ended June 30, 2023. We incur expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses in connection with completing our initial Business Combination and have a net loss of $500,286 for the six months ended June 30, 2023.
Liquidity and Capital Resources
On November 30, 2021, we consummated our Initial Public Offering of 20,000,000 Units, at a price of $10.00 per unit, generating gross proceeds of $200,000,000. Simultaneously with the closing of the Initial Public Offering, pursuant to the Unit Subscription Agreement, the Company completed the private sale of 712,500 units (the “Private Placement Units”) to the Sponsor at a purchase price of $10.00 per Private Placement Unit, generating gross proceeds to the Company of $7,125,000.
Following our Initial Public Offering, the Underwriters exercised their over-allotment option in full, and the closing of the issuance and sale of the additional 3,000,000 Units (the “Over-Allotment Units”) occurred also on December 2, 2021, generating gross proceeds of $30,000,000. In connection with the closing of the purchase of the Over-Allotment Units, the Company sold an additional 90,000 Private Placement Units to the Sponsor at a price of $10.00 per Private Placement Unit, generating an additional $900,000 of gross proceeds. We incurred transaction costs in the Initial Public Offering with the exercise of the overallotment totaling $15,335,300, consisting of $3,450,000 of cash underwriting fees, $8,050,000 of deferred underwriting fees, $3,450,000 funded to the trust account and $385,300 of other costs related to the Initial Public Offering.
We intend to use substantially all of the funds held in the trust account, including any amounts representing interest earned on the trust account (less deferred underwriting commissions), to complete our initial Business Combination. We may withdraw interest to pay taxes. We estimate our annual franchise tax obligations, based on the number of shares of our common stock currently authorized and outstanding, to be $200,000, which is the maximum amount of annual franchise taxes payable by us as a Delaware corporation per annum, which we may pay from funds from this Initial Public Offering held outside of the trust account or from interest earned on the funds held in our trust account and released to us for this purpose. Our annual income tax obligations will depend on the amount of interest and other income earned on the amounts held in the trust account. We expect the interest earned on the amount in the trust account will be sufficient to pay our income taxes. To the extent that our capital stock or debt is used, in whole or in part, as consideration to complete our initial Business Combination, the remaining proceeds held in the trust account will be used as working capital to finance the operations of the target business or businesses, make other acquisitions and pursue our growth strategies.
Prior to the completion of our initial Business Combination, we will have available to us the approximately $700,000 of proceeds held outside the trust account. We will use these funds to identify and evaluate target businesses, perform business due diligence on prospective target businesses, travel to and from the offices, plants or similar locations of prospective target businesses or their or owners, review corporate documents and material agreements of prospective target businesses, and structure, negotiate and complete an initial business combination.
| 4 |
In order to fund working capital deficiencies or finance transaction costs in connection with an intended initial business combination, our sponsor or an affiliate of our CEO or certain of our officers and directors may, but are not obligated to, loan us funds on a non-interest bearing basis as may be required. If we complete our initial Business Combination, we will repay such loaned amounts. In the event that our initial Business Combination does not close, we may use a portion of the working capital held outside the trust account to repay such loaned amounts but no proceeds from our trust account would be used for such repayment.
Up to $1,500,000 of such loans may be convertible into units, at a price of $10.00 per unit at the option of the lender, upon consummation of our initial Business Combination. The units would be identical to the placement units. Other than as described above, the terms of such loans by our officers and directors, if any, have not been determined and no written agreements exist with respect to such loans. We do not expect to seek loans from parties other than our sponsor or an affiliate of our CEO as we do not believe third parties will be willing to loan such funds and provide a waiver against any and all rights to seek access to funds in our trust account.
We expect our primary liquidity requirements during that period to include approximately $350,000 for legal, accounting, due diligence, travel and other expenses associated with structuring, negotiating and documenting successful business combinations; $60,000 for legal and accounting fees related to regulatory reporting requirements; $120,000 for office space, utilities and secretarial and administrative support; $150,000 for Director and Officer liability insurance premiums; and approximately $20,000 for working capital that will be used for miscellaneous expenses and reserves.
These amounts are estimates and may differ materially from our actual expenses. In addition, we could use a portion of the funds not being placed in trust to pay commitment fees for financing, fees to consultants to assist us with our search for a target business or as a down payment or to fund a “no-shop” provision (a provision designed to keep target businesses from “shopping” around for transactions with other companies or investors on terms more favorable to such target businesses) with respect to a particular proposed initial business combination, although we do not have any current intention to do so. If we entered into an agreement where we paid for the right to receive exclusivity from a target business, the amount that would be used as a down payment or to fund a “no-shop” provision would be determined based on the terms of the specific business combination and the amount of our available funds at the time. Our forfeiture of such funds (whether as a result of our breach or otherwise) could result in our not having sufficient funds to continue searching for, or conducting due diligence with respect to, prospective target businesses.
We do not believe we will need to raise additional funds in order to meet the expenditures required for operating our business. However, if our estimates of the costs of identifying a target business, undertaking in-depth due diligence and negotiating an initial Business Combination are less than the actual amount necessary to do so, we may have insufficient funds available to operate our business prior to our initial business combination. Moreover, we may need to obtain additional financing either to complete our initial Business Combination or because we become obligated to redeem a significant number of our public shares upon completion of our initial Business Combination, in which case we may issue additional securities or incur debt in connection with such business combination. In addition, we intend to target businesses larger than we could acquire with the net proceeds of the IPO and the sale of the placement units, and may as a result be required to seek additional financing to complete such proposed initial Business Combination. Subject to compliance with applicable securities laws, we would only complete such financing simultaneously with the completion of our initial Business Combination. If we are unable to complete our initial Business Combination because we do not have sufficient funds available to us, we will be forced to cease operations and liquidate the trust account. In addition, following our initial Business Combination, if cash on hand is insufficient, we may need to obtain additional financing in order to meet our obligations.
Going Concern
In connection with our assessment of going concern considerations in accordance with Financial Accounting Standard Board’s Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” we have until December 2, 2023 to consummate a Business Combination subject to extension. It is uncertain that we will be able to consummate a Business Combination by this time. If a Business Combination is not consummated by this date, there will be a mandatory liquidation and subsequent dissolution. Management has determined that the mandatory liquidation, should a Business Combination not occur, and potential subsequent dissolution raises substantial doubt about our ability to continue as a going concern.
| 5 |
Off-Balance Sheet Financing Arrangements
We have no obligations, assets or liabilities, which would be considered off-balance sheet arrangements as of June 30, 2023. We do not participate in transactions that create relationships with unconsolidated entities or financial partnerships, often referred to as variable interest entities, which would have been established for the purpose of facilitating off-balance sheet arrangements. We have not entered into any off-balance sheet financing arrangements, established any special purpose entities, guaranteed any debt or commitments of other entities, or purchased any non-financial assets.
Contractual Obligations
We do not have any long-term debt, capital lease obligations, operating lease obligations or long-term liabilities, other than an agreement to pay an affiliate of our Sponsor a monthly fee of $10,000 for office space, utilities and administrative support provided to the Company, and an agreement to pay Jonathan Combs a monthly fee of $7,000 for consulting service provided to the Company. We began incurring these fees since November 30, 2021 and will continue to incur these fees monthly until the earlier of the completion of the initial Business Combination and the Company’s liquidation.
The underwriter is entitled to a deferred fee of $0.15 per unit ($3,450,000 as the underwriters’ over-allotment option was exercised in full) in the aggregate. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that we complete a Business Combination, subject to the terms of the underwriting agreement.
Critical Accounting Policies
The preparation of financial statements and related disclosures in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and income and expenses during the periods reported. Actual results could materially differ from those estimates. We have not identified any critical accounting policies.
Recent Accounting Pronouncements
Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on our condensed financial statements.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Following the consummation of our Initial Public Offering, the net proceeds of our Initial Public Offering, including amounts in the Trust Account, have been invested in U.S. government treasury bills, notes or bonds with a maturity of 185 days or less or in certain money market funds that invest solely in US treasuries. Due to the short-term nature of these investments, we do not believe that there will be an associated material exposure to interest rate risk.
ITEM 4. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
Disclosure controls and procedures are designed to ensure that information required to be disclosed by us in our Exchange Act reports is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.
Under the supervision and with the participation of our management, including our principal executive officer and principal financial and accounting officer, we conducted an evaluation of the effectiveness of our disclosure controls and procedures as of the fiscal quarter ended June 30, 2023, as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act. Based on this evaluation, our principal executive officer and principal financial and accounting officer have concluded that during the period covered by this report, our disclosure controls and procedures were not effective.
Changes in Internal Control over Financial Reporting
During the fiscal quarter ended June 30, 2023, there has been no change in our internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
| 6 |
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
None.
Item 1A. Risk Factors
As of the date of this Quarterly Report on Form 10-Q, there have been no material changes to the risk factors disclosed in our Annual Report on Form 10-K, as amended, covering the period from January 1, 2022 through December 31, 2022 filed with the SEC, except we may disclose changes to such factors or disclose additional factors from time to time in our future filings with the SEC. Any of these factors could result in a significant or material adverse effect on our results of operations or financial condition. Additional risk factors not presently known to us or that we currently deem immaterial may also impair our business or results of operations.
Item 2. Unregistered Sale of Equity Securities and Use of Proceeds.
None.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Mine Safety Disclosures
Not Applicable.
Item 5. Other Information
None.
Item 6. Exhibits
The following exhibits are filed as part of, or incorporated by reference into, this Quarterly Report on Form 10-Q.
* Filed herewith
| 7 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| Canna-Global Acquisition Corp | ||
| Date: August 21, 2023 | By: | /s/ J. Gerald Combs |
| J. Gerald Combs | ||
| Chief Executive Officer | ||
| 8 |
Exhibit 31.1
CERTIFICATIONS
I, J. Gerald Combs, certify that:
| 1. | I have reviewed this Quarterly Report on Form 10-Q of Canna-Global Acquisition Corp; |
| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
| 3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
| 4. | The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
| a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; | |
| b) | (Paragraph omitted pursuant to SEC Release Nos. 33-8238/34-47986 and 33-8392/34-49313); | |
| c) | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and | |
| d) | Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
| 5. | The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
| (a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and | |
| (b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
| Date: August 21, 2023 | By: | /s/ J. Gerald Combs |
| J. Gerald Combs | ||
| Chief Executive Officer | ||
| (Principal Executive Officer) |
Exhibit 31.2
CERTIFICATIONS
I, Sharwin Sinnan, certify that:
| 1. | I have reviewed this Quarterly Report on Form 10-Q of Canna-Global Acquisition Corp; |
| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
| 3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
| 4. | The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
| a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; | |
| b) | (Paragraph omitted pursuant to SEC Release Nos. 33-8238/34-47986 and 33-8392/34-49313); | |
| c) | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and | |
| d) | Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
| 5. | The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
| (a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and | |
| (b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
| Date: August 21, 2023 | By: | /s/ Sharwin Sinnan |
| Sharwin Sinnan | ||
| Chief Financial Officer | ||
| (Principal Financial Officer) |
Exhibit 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report on Form 10-Q of Canna-Global Acquisition Corp (the “Company”) for the quarter ended June 30, 2023, as filed with the Securities and Exchange Commission (the “Report”), I, J. Gerald Combs, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
| 1. | The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and | |
| 2. | To my knowledge, the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of and for the period covered by the report. |
| Date: August 21, 2023 | By: | /s/ J. Gerald Combs |
| J. Gerald Combs | ||
| Chief Executive Officer | ||
| (Principal Executive Officer) |
Exhibit 32.2
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report on Form 10-Q of Canna-Global Acquisition Corp (the “Company”) for the quarter ended June 30, 2023, as filed with the Securities and Exchange Commission (the “Report”), I, Sharwin Sinnan, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
| 1. | The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and | |
| 2. | To my knowledge, the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of and for the period covered by the report. |
| Date: August 21, 2023 | By: | /s/ Sharwin Sinnan |
| Sharwin Sinnan | ||
| Chief Financial Officer | ||
| (Principal Financial Officer) |
Balance Sheets (Parenthetical) - $ / shares |
Jun. 30, 2023 |
Dec. 31, 2022 |
|---|---|---|
| Temporary equity, shares outstanding | 2,369,370 | 2,369,370 |
| Temporary equity, redemption price per share | $ 10.54 | $ 10.38 |
| Preferred stock, par value | $ 0.000001 | $ 0.000001 |
| Preferred stock, shares authorized | 2,000,000 | 2,000,000 |
| Preferred stock, shares issued | 0 | 0 |
| Preferred stock, shares outstanding | 0 | 0 |
| Common Class A [Member] | ||
| Common stock, par value | $ 0.000001 | $ 0.000001 |
| Common stock, shares authorized | 200,000,000 | 200,000,000 |
| Common stock, shares issued | 860,000 | 860,000 |
| Common stock, shares outstanding | 860,000 | 860,000 |
| Subject to possible redemption shares | 2,369,370 | 2,369,370 |
| Common Class B [Member] | ||
| Common stock, par value | $ 0.000001 | $ 0.000001 |
| Common stock, shares authorized | 20,000,000 | 20,000,000 |
| Common stock, shares issued | 5,750,000 | 5,750,000 |
| Common stock, shares outstanding | 5,750,000 | 5,750,000 |
Statements of Operations (Unaudited) - USD ($) |
3 Months Ended | 6 Months Ended | ||
|---|---|---|---|---|
Jun. 30, 2023 |
Jun. 30, 2022 |
Jun. 30, 2023 |
Jun. 30, 2022 |
|
| Formation and operating costs | $ (636,117) | $ (120,575) | $ (842,329) | $ (368,278) |
| Franchise tax | (50,000) | (33,027) | (105,683) | (33,027) |
| Loss from Operations | (686,117) | (153,602) | (948,012) | (401,305) |
| Other Income | ||||
| Interest earned on marketable securities held in trust account | 294,532 | 315,238 | 556,890 | 338,746 |
| Net Income (Loss) before income taxes | (391,585) | 161,636 | (391,122) | (62,559) |
| Income tax expense | (51,351) | (109,164) | ||
| Net Income (Loss) | $ (442,936) | $ 161,636 | $ (500,286) | $ (62,559) |
| Common Class A [Member] | ||||
| Other Income | ||||
| Weighted average number of shares outstanding - basic | 3,229,370 | 23,860,000 | 3,229,370 | 23,860,000 |
| Weighted average number of shares outstanding - diluted | 3,229,370 | 23,860,000 | 3,229,370 | 23,860,000 |
| Net income (loss) per common stock - basic | $ (0.05) | $ 0.01 | $ (0.06) | $ (0.00) |
| Net income (loss) per common stock - diluted | $ (0.05) | $ 0.01 | $ (0.06) | $ (0.00) |
| Common Class B [Member] | ||||
| Other Income | ||||
| Weighted average number of shares outstanding - basic | 5,750,000 | 5,750,000 | 5,750,000 | 5,750,000 |
| Weighted average number of shares outstanding - diluted | 5,750,000 | 5,750,000 | 5,750,000 | 5,750,000 |
| Net income (loss) per common stock - basic | $ (0.05) | $ 0.01 | $ (0.06) | $ (0.00) |
| Net income (loss) per common stock - diluted | $ (0.05) | $ 0.01 | $ (0.06) | $ (0.00) |
Statements of Changes in Shareholders' Deficit (Unaudited) - USD ($) |
Common Stock [Member]
Common Class A [Member]
|
Common Stock [Member]
Common Class B [Member]
|
Additional Paid-in Capital [Member] |
Retained Earnings [Member] |
Total |
|---|---|---|---|---|---|
| Balance at Dec. 31, 2021 | $ 1 | $ 6 | $ (7,633,485) | $ (7,633,478) | |
| Balance, shares at Dec. 31, 2021 | 860,000 | 5,750,000 | |||
| Net Income (Loss) | (224,195) | (224,195) | |||
| Balance at Mar. 31, 2022 | $ 1 | $ 6 | (7,857,680) | (7,857,673) | |
| Balance, shares at Mar. 31, 2022 | 860,000 | 5,750,000 | |||
| Balance at Dec. 31, 2021 | $ 1 | $ 6 | (7,633,485) | (7,633,478) | |
| Balance, shares at Dec. 31, 2021 | 860,000 | 5,750,000 | |||
| Net Income (Loss) | (62,559) | ||||
| Balance at Jun. 30, 2022 | $ 1 | $ 6 | (7,836,128) | (7,836,121) | |
| Balance, shares at Jun. 30, 2022 | 860,000 | 5,750,000 | |||
| Balance at Mar. 31, 2022 | $ 1 | $ 6 | (7,857,680) | (7,857,673) | |
| Balance, shares at Mar. 31, 2022 | 860,000 | 5,750,000 | |||
| Net Income (Loss) | 161,636 | 161,636 | |||
| Re-measurement of common stock subject to redemption | (140,084) | (140,084) | |||
| Balance at Jun. 30, 2022 | $ 1 | $ 6 | (7,836,128) | (7,836,121) | |
| Balance, shares at Jun. 30, 2022 | 860,000 | 5,750,000 | |||
| Balance at Dec. 31, 2022 | $ 1 | $ 6 | (7,693,908) | (7,693,901) | |
| Balance, shares at Dec. 31, 2022 | 860,000 | 5,750,000 | |||
| Net Income (Loss) | (57,350) | (57,350) | |||
| Additional amount deposited into trust for extension | (426,865) | (426,865) | |||
| Re-measurement of common stock subject to redemption | (1,294,567) | (1,294,567) | |||
| Balance at Mar. 31, 2023 | $ 1 | $ 6 | (9,472,690) | (9,472,683) | |
| Balance, shares at Mar. 31, 2023 | 860,000 | 5,750,000 | |||
| Balance at Dec. 31, 2022 | $ 1 | $ 6 | (7,693,908) | (7,693,901) | |
| Balance, shares at Dec. 31, 2022 | 860,000 | 5,750,000 | |||
| Net Income (Loss) | (500,286) | ||||
| Balance at Jun. 30, 2023 | $ 1 | $ 6 | (10,149,508) | (10,149,501) | |
| Balance, shares at Jun. 30, 2023 | 860,000 | 5,750,000 | |||
| Balance at Mar. 31, 2023 | $ 1 | $ 6 | (9,472,690) | (9,472,683) | |
| Balance, shares at Mar. 31, 2023 | 860,000 | 5,750,000 | |||
| Net Income (Loss) | (442,936) | (442,936) | |||
| Additional amount deposited into trust for extension | (323,000) | (323,000) | |||
| Re-measurement of common stock subject to redemption | 89,118 | 89,118 | |||
| Balance at Jun. 30, 2023 | $ 1 | $ 6 | $ (10,149,508) | $ (10,149,501) | |
| Balance, shares at Jun. 30, 2023 | 860,000 | 5,750,000 |
Description of Organization and Business Operations |
6 Months Ended | |||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Jun. 30, 2023 | ||||||||||||||||||||||||||||
| Accounting Policies [Abstract] | ||||||||||||||||||||||||||||
| Description of Organization and Business Operations | Note 1 — Description of Organization and Business Operations
Canna-Global Acquisition Corp (the “Company”) is a blank check company incorporated in Delaware on April 12, 2021. The Company was formed for the purpose of acquiring, engaging in a share exchange, share reconstruction and amalgamation with, purchasing all or substantially all of the assets of, entering into contractual arrangements with, or engaging in any other similar business combination with one or more businesses or entities (“Business Combination”). While the Company may pursue a business combination target in any business or industry, it intends to focus its search on industries that complement its management team’s background and to capitalize on the ability of its management team to identify and acquire a business focusing on the natural resources industry, specifically within the oil and gas sectors where its management team has extensive experience.
The Financing
As of June 30, 2023, the Company had not commenced any operations beyond its initial public offering and seeking an initial Business Combination. All activity for the period from April 12, 2021 (inception) through June 30, 2023 relates to the Company’s formation and the Offering (as defined below). The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income on cash and cash equivalents from the proceeds derived from the Offering. The Company has selected December 31 as its fiscal year end.
The Company’s sponsor is Canna-Global LLC, a Delaware limited liability company (the “Sponsor”). The registration statement for the Company’s Initial Public Offering was declared effective on November 29, 2021.
On November 30, 2021, the Company held its Initial Public Offering of units (the “Units” and, with respect to the Class A common stock included in the Units being offered, the “Public Shares”), at $ per Unit, generating gross proceeds of $200,000,000, which closed on December 2, 2022, incurring offering costs of $11,885,300, of which $8,050,000 was for deferred underwriting commissions (which amount includes deferred underwriting commissions attributable to the exercise of the underwriters’ election of their over-allotment option, as described below) (see Note 6). The Company granted the underwriter a 45-day option to purchase up to an additional Units at the Initial Public Offering price to cover over-allotments.
Simultaneously with the consummation of the closing of the Offering, the Company consummated the private placement of an aggregate of units (the “Private Placement Units”) to Canna-Global LLC, the sponsor of the Company (the “Sponsor”), at a price of $ per Private Placement Unit, generating total gross proceeds of $7,125,000 (the “Private Placement”) (see Note 4).
Additionally, on December 2, 2021, the Company consummated the closing of the sale of additional units at a price of $ per unit (the “Units”) upon receiving notice of the underwriters’ election to fully exercise their overallotment option (“Overallotment Units”), generating additional gross proceeds of $30,000,000 and incurred additional offering costs of $450,000 in underwriting fees. Each Unit consists of one share of Class A common stock of the Company, par value $ per share (“Class A Common Stock”), and one redeemable warrant of the Company (“Warrant”), with each whole Warrant entitling the holder thereof to purchase one share of Class A Common Stock for $ per share, subject to adjustment, pursuant to the Company’s registration statement on Form S-1.
Note 1 — Description of Organization and Business Operations (Continued)
Simultaneously with the exercise of the overallotment, the Company consummated the Private Placement of an additional Private Placement Units to the Sponsor generating gross proceeds of $900,000.
A total of $233,450,000, comprised of the proceeds from the Offering and the proceeds of private placements that each closed on December 2, 2021, net of the underwriting commissions, discounts, and offering expenses, was deposited in a trust account (“Trust Account”) which may be invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 185 days or less or in any open-ended investment company that holds itself out as a money market fund meeting the conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of: (i) the consummation of a Business Combination or (ii) the distribution of the Trust Account to the Company’s stockholders, as described below.
We incurred transaction costs in the IPO with the exercise of the overallotment totaling $15,335,300, consisting of $3,450,000 of cash underwriting fees, $8,050,000 of deferred underwriting fees, $3,450,000 funded to the trust account and $385,300 of other costs related to the Initial Public Offering.
Trust Account
Following the closing of the Initial Public Offering and full exercise of underwriter’s over-allotment option, $853,288 of cash was held outside of the Trust Account available for working capital purposes. As of June 30, 2023, we have available to us $12 of cash on our balance sheet with a working capital deficit of $2,099,501.
The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of the Placement Units, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. Nasdaq rules provide that the Business Combination must be with one or more target businesses that together have a fair market value equal to at least 80% of the balance in the Trust Account (as defined below) (less any deferred underwriting commissions and taxes payable on interest earned on the Trust Account) at the time of the signing of a definitive agreement to enter a Business Combination. The Company will only complete a Business Combination if the post-Business Combination company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. There is no assurance that the Company will be able to successfully effect a Business Combination.
Note 1 — Description of Organization and Business Operations (Continued)
Redemption Option
The Company will provide its holders of the outstanding Public Shares (the “public stockholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. In connection with a proposed Business Combination, the Company may seek stockholder approval of a Business Combination at a meeting called for such purpose at which stockholders may seek to redeem their shares, regardless of whether they vote for or against a Business Combination. The Company will proceed with a Business Combination only if the Company has net tangible assets of at least $5,000,001 either immediately prior to or upon such consummation of a Business Combination and, if the Company seeks stockholder approval, a majority of the outstanding shares voted are voted in favor of the Business Combination.
The Company will have until December 2, 2023 (the “Termination Date”) to consummate a Business Combination. If the Company is unable to complete a Business Combination by the Termination Date, the Company will (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, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account including interest earned on the funds held in the trust account and not previously released to us to pay our taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish public stockholders’ rights as 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 our remaining stockholders and our board of directors, dissolve and liquidate, subject in the case of clauses (ii) and (iii) above to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. Accordingly, it is our intention to redeem our public shares as soon as reasonably possible following the Termination Date and, therefore, we do not intend to comply with those procedures. As such, our stockholders could potentially be liable for any claims to the extent of distributions received by them (but no more) and any liability of our stockholders may extend well beyond the third anniversary of such date.
Stockholder Approval
If stockholder approval of the transaction is required by applicable law or stock exchange listing requirements, or the Company decides to obtain stockholder approval for business or other reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If the Company seeks stockholder approval in connection with a Business Combination, the Sponsor has agreed to vote its Founder shares (as defined in Note 5) and any Public Shares purchased during or after the Public Offering in favor of approving a Business Combination. Additionally, each Public Stockholder may elect to redeem their Public Shares without voting, and if they do vote, irrespective of whether they vote for or against the proposed transaction.
Notwithstanding the foregoing, if the Company seeks stockholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Certificate of Incorporation will provide that a Public Stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 20% of the Public Shares, without the prior consent of the Company.
The holders of the Founder Shares have agreed (a) to waive their redemption rights with respect to the Founder Shares and Public Shares held by them in connection with the completion of a Business Combination and (b) not to propose an amendment to the Certificate of Incorporation (i) to modify the substance or timing of the Company’s obligation to allow redemptions in connection with a Business Combination or to redeem 100% of its Public Shares if the Company does not complete a Business Combination within the Combination Period (as defined below) or (ii) with respect to any other provision relating to stockholders’ rights or pre-business combination activity, unless the Company provides the Public Stockholders with the opportunity to redeem their Public Shares in conjunction with any such amendment.
New Quantum Business Combination Agreement
On June 15, 2023, Canna-Global entered into a Bid Implementation and Business Combination Agreement by and among J. Gerald Combs, solely in his capacity as the representative for the stockholders of Canna-Global (the “Purchaser Representative”), New Quantum Holdings Pty Ltd., a Australian company with Australian Company Number (ACN) 628 253 743 (“New Quantum”), and Mr. Jong Chung, solely in his capacity, as the representative, from and after the Effective Time (as defined below) for New Quantum (the “Company Representative”) (the “Business Combination Agreement”). The Business Combination Agreement includes a proposed takeover bid (the “Takeover Bid”) involving the acquisition by Canna-Global of New Quantum and its subsidiaries whereby New Quantum becomes as a wholly-owned subsidiary of Canna-Global (the “Acquisition” and, together with the other transactions contemplated by the Business Combination Agreement, the “Business Combination” or the “Transactions”). Subject to the terms and conditions set forth in the Business Combination Agreement, among other matters, at the effective time of the Acquisition (the “Effective Time”), Canna-Global will acquire all of the New Quantum ordinary shares, and the Combined Entity will be listed on the Nasdaq Global Market under the ticker symbol “NQ.”
In accordance with the terms and subject to the conditions of the Business Combination Agreement, and contingent upon the Closing, as consideration for the Business Combination, New Quantum shareholders collectively shall be entitled to receive from Canna-Global, in full payment for their New Quantum ordinary shares, the Consideration Shares representing that number of Canna-Global Class A Common Stock determined as follows:
Each New Quantum shareholder shall receive that number of Consideration Shares based on the number of the ordinary shares of New Quantum owned by such New Quantum shareholder, divided by the total number of the ordinary shares of the New Quantum owned by all New Quantum shareholders. For the avoidance of doubt, no cash consideration is payable by Canna-Global in the Exchange. Following the Exchange, the New Quantum shareholders will become shareholders of Canna-Global and New Quantum will continue as a wholly-owned subsidiary of Canna-Global. Each New Quantum shareholder, upon receiving the Canna-Global Class A Common Stock, will cease to have any other rights in and to the ordinary shares of New Quantum.
Charter Amendment and Termination Date
On November 30, 2021, Canna-Global consummated its IPO of Units, pursuant to a registration statement on Form S-1 (Registration No. 333-258619) that became effective on November 29, 2021. The IPO included Units issued pursuant to the full exercise by the underwriters of their over-allotment option, with each Unit consisting of one share of Class A common stock and one redeemable Warrant, with each Warrant entitling the holder thereof to purchase one share of Class A Common Stock for $11.50 per share.
The Units were sold at a price of $ per Unit, generating gross proceeds to Canna-Global of $200,000,000. Simultaneously with the closing of the IPO, Canna-Global completed the private sale of an aggregate of Placement Units to the Sponsor at a purchase price of $ per unit, generating gross proceeds of $8,025,000. A total of $233,450,000, comprised of $230,000,000 of the proceeds from the Canna-Global IPO (which amount includes $8,050,000 of the underwriter’s deferred discount) and a portion of the $8,025,000 proceeds of the sale of the Placement Units, was placed in the Trust Account.
As reported on December 1, 2022 on Form 8-K, Canna-Global held a special meeting of its stockholders on November 28, 2022, where stockholders approved an amendment to the Trust Agreement pursuant to which the Trust Agreement was amended to extend the date on which the trustee must liquidate the Trust Account if Canna-Global has not completed its initial business combination, from December 2, 2022 to December 2, 2023 provided that Canna-Global deposits $ per share of Canna-Global public Class A Common Stock per month extended (the “Extension Amendment Proposal”). Stockholders also approved the First Amendment to Canna-Global’s Second Amended and Restated Certificate of Incorporation, giving Canna-Global the right to extend the date by which it must consummate an initial business combination by up to twelve (12) one-month extensions to December 2, 2023. In connection with the voting on the Extension Amendment Proposal, holders of shares of Canna-Global’s Class A common stock exercised their right to redeem those shares for cash at an approximate price of $ per share, for an aggregate of approximately $211,651,029.
In connection with the exercise of the first monthly extension of the Termination Date, Canna-Global caused $ per outstanding share of its Class A common stock, giving effect to the redemptions disclosed above, or approximately $106,622 for the remaining Class A common stock to be deposited in the Trust Account on November 30, 2022 in advance of the December 2, 2022 due date to extend the Termination Date to January 2, 2023.
In connection with the second monthly extension of the Termination Date, Canna-Global caused $ per outstanding share of its Class A common stock, or approximately $106,622 for the remaining Class A common stock to be deposited in the Trust Account on January 2, 2023 in connection with the January 2, 2023 due date to extend the Termination Date to February 2, 2023.
In connection with the third monthly extension of the Termination Date, Canna-Global caused $ per outstanding share of its Class A common stock, or approximately $106,622 for the remaining Class A common stock to be deposited in the Trust Account on January 27, 2023 in advance of the February 2, 2023 due date to extend the Termination Date to March 2, 2023.
In connection with the fourth monthly extension of the Termination Date, Canna-Global caused $ per outstanding share of its Class A common stock, or approximately $106,622 for the remaining Class A common stock to be deposited in the Trust Account on February 27, 2023 in advance of the March 2, 2023 due date to extend the Termination Date to April 2, 2023.
In connection with the fifth extension of the Termination Date, Canna-Global caused $ per outstanding share of its Class A common stock, or approximately $106,622 for the remaining Class A common stock to be deposited in the Trust Account on March 24, 2023 in advance of the April 2, 2023 due date to extend the Termination Date to May 2, 2023.
In connection with the sixth extension of the Termination Date, Canna-Global caused $ per outstanding share of its Class A common stock, or approximately $106,622 for the remaining Class A common stock to be deposited in the Trust Account on April 28, 2023 in advance of the May 2, 2023 due date to extend the Termination Date to June 2, 2023.
In connection with the seventh extension of the Termination Date, Canna-Global caused $ per outstanding share of its Class A common stock, or approximately $106,622 for the remaining Class A common stock to be deposited in the Trust Account on June 5, 2023 in connection with the June 2, 2023 due date to extend the Termination Date to July 2, 2023.
In connection with the eighth extension of the Termination Date, Canna-Global caused $ per outstanding share of its Class A common stock, or approximately $106,622 for the remaining Class A common stock to be deposited in the Trust Account on June 30 , 2023 in connection with the July 2, 2023 due date to extend the Termination Date to August 2, 2023.
In order to protect the amounts held in the Trust Account, our Sponsor has agreed that it will be liable to us if and to the extent any claims by a third party (other than the independent public accounting firm) for services rendered or products sold to us, or a prospective target business with which we have entered into a written letter of intent, confidentiality or similar agreement or business combination agreement, reduce the amount of funds in the trust account to below the lesser of (i) $ per public share and (ii) the actual amount per public share held in the trust account as of the date of the liquidation of the trust account, if less than $ per public share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the trust account (whether or not such waiver is enforceable) nor will it apply to any claims under our indemnity of the underwriters of this offering against certain liabilities, including liabilities under the Securities Act. However, we have not asked our sponsor to reserve for such indemnification obligations, nor have we independently verified whether our sponsor has sufficient funds to satisfy its indemnity obligations and believe that our sponsor’s only assets are securities of our Company. Therefore, we cannot assure you that our sponsor would be able to satisfy those obligations. None of our officers or directors will indemnify us for claims by third parties including, without limitation, claims by vendors and prospective target businesses.
The holders of the Founder Shares have agreed to waive their liquidation rights with respect to the Founder shares if the Company fails to complete a Business Combination within the Combination Period. The underwriters have agreed to waive their rights to their deferred underwriting commission (see Note 6) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period, and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than the Initial Public Offering price per Unit ($).
Note 1 — Description of Organization and Business Operations (Continued)
Liquidity and Management’s Plans
Prior to the completion of the Initial Public Offering, the Company lacked the liquidity it needed to sustain operations for a reasonable period of time, which is considered to be one year from the issuance date of the financial statements. The Company has since completed its Initial Public Offering at which time capital in excess of the funds deposited in the Trust Account and/or used to fund offering expenses was released to the Company for general working capital purposes.There is no assurance that the Company’s plans to consummate an initial Business Combination will be successful within the Combination Period. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Going Concern Consideration
The Company expects to incur significant costs in pursuit of its financing and acquisition plans. In connection with the Company’s assessment of going concern considerations in accordance with Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” management has determined that if the Company is unsuccessful in consummating an initial business combination within the prescribed period of time from the closing of the IPO, the requirement that the Company cease all operations, redeem the public shares and thereafter liquidate and dissolve raises substantial doubt about the ability to continue as a going concern. The balance sheet does not include any adjustments that might result from the outcome of this uncertainty. Management has determined that the Company has funds that are sufficient to fund the working capital needs of the Company until the consummation of an initial business combination or the winding up of the Company as stipulated in the Company’s second amended and restated memorandum of association, as amended. The accompanying financial statement has been prepared in conformity with generally accepted accounting principles in the United States of America (“GAAP”), which contemplate continuation of the Company as a going concern.
Risks and Uncertainties
Management is currently evaluating the impact of the COVID-19 pandemic and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of the financial statement. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
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Summary of Significant Accounting Policies |
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| Summary of Significant Accounting Policies | Note 2 — Summary of Significant Accounting Policies
Basis of Presentation
The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the SEC. Certain information and note disclosures normally included in the annual financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to those rules and regulations, although the Company believes that the disclosures made are adequate to make the information not misleading. The interim financial statements as of June 30, 2023 and for the Six months ended June 30, 2023 and June 30, 2022 respectively, are unaudited. In the opinion of management, the interim financial statements include all adjustments, consisting only of normal recurring adjustments, necessary to provide a fair statement of the results for the interim periods. The accompanying balance sheet as of December 31, 2022, is derived from the audited financial statements presented in the Company’s Annual Report on Form 10-K for fiscal the year ended December 31, 2022.
Emerging Growth Company
The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.
Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.
Note 2 — Summary of Significant Accounting Policies (Continued)
Use of Estimates
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.
Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.
Cash and Cash Equivalents
The Company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents. Cash equivalents are carried at cost, which approximates fair value. The Company had $12 in cash and no cash equivalents as of June 30, 2023. The Company had $54,476 in cash and no cash equivalents as of December 31, 2022.
Marketable Securities Held in Trust Account
The Company’s portfolio of investments is comprised solely of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act that invest only in direct U.S. government treasury obligation. The Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the unaudited condensed balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is included in investment income earned on investment held in Trust Account in the accompanying unaudited statements of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. At June 30, 2023, substantially all of the assets held in the Trust Account were held in mutual funds. At June 30, 2023, the balance in the Trust Account was $24,974,546. At December 31, 2022, the balance in the Trust Account was $24,599,703.
Income Taxes
The Company accounts for income taxes under FASB ASC 740, “Income Taxes” (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized.
ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition.
The Company is subject to income tax examinations by major taxing authorities since inception. These examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months.
The realization of deferred tax assets, including net operating loss carryforwards, is dependent on the generation of future taxable income sufficient to realize the tax deductions, carryforwards, and credits. Valuation allowances on deferred tax assets are recognized if it is determined that it is more likely than not that the asset will not be realized.
Note 2 — Summary of Significant Accounting Policies (Continued)
All of the Class A common stock sold as part of the Units in the Initial Public Offering contain a redemption feature which allows for the redemption of such Public Shares in connection with the Company’s liquidation, if there is a stockholder vote or tender offer in connection with the Business Combination and in connection with certain amendments to the Company’s amended and restated certificate of incorporation. In accordance with ASC 480, conditionally redeemable Class A common stock (including shares of Class A common stock that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. Ordinary liquidation events, which involve the redemption and liquidation of all of the entity’s equity instruments, are excluded from the provisions of ASC 480. Although the Company did not specify a maximum redemption threshold, its charter provides that currently, the Company will not redeem its public shares in an amount that would cause its net tangible assets (stockholders’ equity) to be less than $5,000,001. However, the threshold in its charter would not change the nature of the underlying shares as redeemable and thus public shares would be required to be disclosed outside of permanent equity. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value ( per share at June 30, 2023 and $ per share at December 31, 2022). Such changes are reflected in additional paid-in capital, or in the absence of additional capital, in accumulated deficit.
Concentration of Credit Risk
Financial instruments that potentially subject the Company to concentration of credit risk consist of a cash account in a financial institution which, at times may exceed the Federal depository insurance coverage of $250,000. On June 30, 2023, the Company had not experienced losses on this account and management believes the Company is not exposed to significant risks on such account.
Net income per share is computed by dividing net income by the weighted average number of common stock shares outstanding for the period. The calculation of diluted income (loss) per share does not consider the effect of the warrants issued in connection with the Initial Public Offering and warrants issued as components of the Private Placement Units (the “Placement Warrants”) since the exercise of the warrants are contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive.
The Company’s statements of operations include a presentation of income per share for common stock shares subject to possible redemption in a manner similar to the two-class method of income per share. Net income per common share, basic and diluted, for redeemable Class A common stock is calculated by dividing the net income allocable to Class A common stock subject to possible redemption, by the weighted average number of redeemable Class A common stock outstanding since original issuance. Net income per common stock, basic and diluted, for non-redeemable Class A and Class B common stock is calculated by dividing net income allocable to non-redeemable common stock, by the weighted average number of shares of non-redeemable common stock outstanding for the periods. Shares of non-redeemable Class B common stock include the founder shares as these common shares do not have any redemption features and do not participate in the income earned on the Trust Account.
Note 2 — Summary of Significant Accounting Policies (Continued)
Offering Costs Associated with the Initial Public Offering
Offering costs consisted of legal, accounting, underwriting fees and other costs incurred through the Initial Public Offering that were directly related to the Initial Public Offering. Offering costs are allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with derivative warrant liabilities are expensed as incurred, presented as non-operating expenses in the statement of operations. Offering costs associated with the Class A common stock were charged to stockholders’ equity upon the completion of the Initial Public Offering.
Fair Value of Financial Instruments
The Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include:
● Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets;
● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and
● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.
In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement.
Recent Accounting Standards
Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements.
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Initial Public Offering |
6 Months Ended |
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Jun. 30, 2023 | |
| Initial Public Offering | |
| Initial Public Offering | Note 3 —Initial Public Offering
Pursuant to the Initial Public Offering the Company consummated on December 2, 2021, the Company sold Units at a purchase price of $ per Unit generating gross proceeds to the Company in the amount of $230,000,000. Each Unit consists of one share of Class A common stock and one redeemable warrant (“Public Warrant”). Each Public Warrant entitles the holder purchase one share of Class A common stock at an exercise price of $11.50 per whole share.
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Private Placement |
6 Months Ended |
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Jun. 30, 2023 | |
| Private Placement | |
| Private Placement | Note 4 — Private Placement
Simultaneously with the closing of the Initial Public Offering, the Company consummated the private sale (the “Private Placement”) of an aggregate of units (the “Private Placement Units”) to Canna-Global LLC (the “Sponsor”) at a purchase price of $ per Private Placement Unit, generating gross proceeds to the Company in the amount of $8,025,000.
A portion of the proceeds from the Private Placement Units was added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Placement Units held in the Trust Account will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Placement Units will be worthless.
The Private Placement Warrants (including the Class A common stock issuable upon exercise of the Private Placement Warrants) will not be transferable, assignable or salable until 30 days after the completion of an Initial Business Combination, subject to certain exceptions.
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Related Party Transactions |
6 Months Ended |
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Jun. 30, 2023 | |
| Related Party Transactions [Abstract] | |
| Related Party Transactions | Note 5 — Related Party Transactions
Founder Shares
On July 13, 2021, the Sponsor purchased of the Company’s Class B common stock (the “Founder Shares”) in exchange for $. The Founder Shares included an aggregate of up to shares subject to forfeiture to the extent that the underwriters’ over-allotment is not exercised in full or in part, so that the number of Founder Shares will equal, on an as-converted basis, approximately % of the Company’s issued and outstanding shares of common stock after the Initial Public Offering. The Founder Shares are no longer subject to forfeiture due to full exercise of the over-allotment by the underwriter.
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Note 5 — Related Party Transactions (Continued)
Promissory Note — Related Party
On April 12, 2021 the Sponsor issued an unsecured promissory note to the Company (the “Promissory Note”), pursuant to which the Company may borrow up to an aggregate principal amount of $300,000. The Promissory Note is non-interest bearing and payable on the earlier of (i) June 30, 2023 or (ii) the consummation of the Initial Public Offering. Following the IPO of the Company on December 2, 2021, a total of $154,288 under the promissory note was fully repaid on January 21, 2022.
Related Party Loans
In order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). Such Working Capital Loans would be evidenced by promissory notes. The notes may be repaid upon completion of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of the notes may be converted upon completion of a Business Combination into units at a price of $10.00 per unit. Such units would be identical to the Private Placement Units. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans, but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. As of December 31, 2022, there was $190,000 drawn down from such Working Capital Loans. As of June 30, 2023, there was $544,135 drawn down from such Working Capital Loans.
Extension Loan — Related Party
The Company will have until June 2, 2023, subject to six (6) one-month extensions to December 2, 2023 (the “Termination Date”) to consummate a Business Combination. If the Company is unable to complete a Business Combination by the Termination Date, the Company will (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, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account including interest earned on the funds held in the trust account and not previously released to us to pay our taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish public stockholders’ rights as 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 our remaining stockholders and our board of directors, dissolve and liquidate, subject in the case of clauses (ii) and (iii) above to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. Accordingly, it is our intention to redeem our public shares as soon as reasonably possible following the Termination Date and, therefore, we do not intend to comply with those procedures. As such, our stockholders could potentially be liable for any claims to the extent of distributions received by them (but no more) and any liability of our stockholders may extend well beyond the third anniversary of such date.
In connection with approval of the Extension Amendment Proposal, the Company caused $ per outstanding share of our Class A Common Stock or approximately $106,622 for the remaining Class A common stock to be paid to the Trust Account for the nine one-month extension from December 2, 2022 to September 2, 2023, in advance of each monthly due date. As of December 31, 2022, $106,622 were outstanding under such extension loan. As of June 30, 2023, $856,487 were outstanding under such extension loan.
This extension loan is non-interest bearing and will be due upon consummation of the initial business combination. If the Company complete the initial business combination, the Company will, at the option of the sponsor, repay such loaned amounts out of the proceeds of the trust account released to the Company or convert a portion or all of the total loan amount into units at a price of $10.00 per unit, which units will be identical to the Private Placement Units. If the Company does not complete a business combination, the Company will repay such loans only from funds held outside of the trust account.
Sponsor Funding of Trust Account
In order to fund the trust to the required level, the Sponsor has deposited $3,450,000 into the trust account.
Representative Shares
In connection with the IPO, the Company issued the Representative shares upon full exercise of the Over-allotment Option (the “Representative Shares”) on December 2, 2021. The Representative has agreed not to transfer, assign or sell any such Representative Shares without prior consent of the Company until the completion of the initial Business Combination. In addition, the Representative has agreed (i) to waive its redemption rights (or right to participate in any tender offer) with respect to such shares in connection with the completion of the initial Business Combination and (ii) to waive its rights to liquidating distributions from the trust account with respect to such shares if the Company fails to complete the initial Business Combination by the Termination Date.
The Representative will not sell, transfer, assign, pledge or hypothecate the Representative Shares, or cause the Representative Shares to be the subject of any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition of the Representative Shares by any person, for a period of 180 days (pursuant to Rule 5110(e)(1) of the Conduct Rules of FINRA) following the Effective Date to anyone other than (i) the Representative or an underwriter or selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representative or of any such underwriter or selected dealer. On and after the 181st day following the Effective Date, transfers to others may be made subject to compliance with or exemptions from applicable securities laws.
Note 5 — Related Party Transactions (Continued)
Administrative Support Agreement
Commencing on the date the Units are first listed on the Nasdaq, the Company agreed to pay the Sponsor a total of $10,000 per month for office space, utilities and secretarial and administrative support for up to 18 months. Upon completion of the Initial Business Combination or the Company’s liquidation, the Company will cease paying these monthly fees. As of December 31, 2022, $120,000 had been paid to the Sponsor under the Administrative Support Agreement. As of June 30, 2023, $20,000 had been accrued under the Administrative Support Agreement.
Consulting Agreement
On March 15, 2022, the Company signed an agreement with Jonathan Combs, who is related to our CEO, for consulting service. The company has agreed to pay him a total of $7,000 per month for service. For the six months ended June 30, 2023, $21,000 had been paid to him under the agreement.
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Commitments and Contingencies |
6 Months Ended |
|---|---|
Jun. 30, 2023 | |
| Commitments and Contingencies Disclosure [Abstract] | |
| Commitments and Contingencies | Note 6 — Commitments and Contingencies
Registration Rights
The holders of the Founder Shares, Private Placement Units and warrants that may be issued upon conversion of Working Capital Loans (and shares of Class A common stock issuable upon the exercise of the Private Placement Warrants or warrants issued upon conversion of the Working Capital Loans and upon conversion of the Founder Shares) will be entitled to registration rights pursuant to a registration rights agreement signed prior to or on the effective date of Initial Public Offering requiring the Company to register such securities for resale (in the case of the Founder Shares, only after conversion to shares of Class A common stock). The holders of these securities will be entitled to make up to three demands, excluding short form registration demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to completion of a Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. However, the registration rights agreement provides that the Company will not be required to effect or permit any registration or cause any registration statement to become effective until the securities covered thereby are released from their lock-up restrictions. The Company will bear the expenses incurred in connection with the filing of any such registration statements.
Underwriters Agreement
The Company granted the underwriters a 45-day option from the date of Initial Public Offering to purchase up to additional Units to cover over-allotments, if any, at the Initial Public Offering price less the underwriting discounts and commissions.
The underwriters were entitled to a cash underwriting discount of $ per Unit, or $3,000,000 in the aggregate (or $3,450,000 in the aggregate if the underwriters’ over-allotment option was exercised in full), payable upon the closing of the Initial Public Offering. In addition, the underwriters were entitled to a deferred fee of $ per Unit, or $7,000,000 in the aggregate (or $8,050,000 in the aggregate if the underwriters’ over-allotment option was exercised in full). The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement.
On December 2, 2021, the underwriters purchased an additional Option Units pursuant to the exercise of the over-allotment option. The Option Units were sold at an offering price of $ per Unit, generating additional gross proceeds to the Company of $30,000,000.
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Stockholders’ Equity |
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Jun. 30, 2023 | ||||||||||||||||||||||
| Equity [Abstract] | ||||||||||||||||||||||
| Stockholders’ Equity | Note 7 – Stockholders’ Equity
Preferred Shares — The Company is authorized to issue shares of preferred stock with a par value of $ per share with such designation, rights and preferences as may be determined from time to time by the Company’s Board of Directors. As of December 31, 2022, there were shares of preferred stock issued or outstanding. As of June 30, 2023, there were shares of preferred stock issued or outstanding.
Class A Common Stock — Our Certificate of Incorporation will authorize the Company to issue shares of Class A common stock with a par value of $ per share. Holders of the Company’s Class A common stock are entitled to one vote for each share. As of December 31, 2022 and June 30, 2023, there were shares of Class A common stock issued and outstanding (excluding shares subject to possible redemption).
Class B Common stock — The Company is authorized to issue shares of Class B common stock with a par value of $ per share. Holders of the Company’s Class B common stock are entitled to one vote for each share. As of December 31, 2022 and June 30, 2023 there were shares of Class B common stock issued and outstanding, such that the Initial Stockholders will maintain ownership of at least % of the issued and outstanding shares after the Proposed Public Offering.
Only holders of the Class B common stock will have the right to vote on the election of directors prior to the Business Combination. Holders of Class A Common Stock and holders of Class B common stock will vote together as a single class on all matters submitted to a vote of our Stockholders except as otherwise required by law. In connection with our initial business combination, we may enter into a Stockholders agreement or other arrangements with the Stockholders of the target or other investors to provide for voting or other corporate governance arrangements that differ from those in effect upon completion of this offering.
The shares of Class B common stock will automatically convert into Class A Common Stock at the time of a Business Combination, or earlier at the option of the holder, on a one-for-one basis, subject to adjustment. In the case that additional shares of Class A Common Stock, or equity-linked securities, are issued or deemed issued in excess of the amounts issued in the Initial Public Offering and related to the closing of a Business Combination, the ratio at which shares of Class B common stock shall convert into shares of Class A Common Stock will be adjusted (unless the holders of a majority of the then-outstanding shares of Class B common stock agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of shares of Class A Common Stock issuable upon conversion of all shares of Class B common stock will equal, in the aggregate, on an as-converted basis, % of the sum of the total number of all shares of Class A common stock outstanding upon the completion of Initial Public Offering plus all shares of Class A Common Stock and equity-linked securities issued or deemed issued in connection with a Business Combination (net of the number of shares of Class A Common Stock redeemed in connection with a Business Combination), excluding any shares or equity-linked securities issued or issuable to any seller of an interest in the target to us in a Business Combination.
Warrants — Public Warrants may only be exercised for a whole number of shares. The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination and (b) 12 months from the closing of the Initial Public Offering. The Public Warrants will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation.
The Company will not be obligated to deliver any shares of Class A Common Stock pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act covering the issuance of the shares of Class A Common Stock issuable upon exercise of the warrants is then effective and a current prospectus relating to those shares of Class A Common Stock is available, subject to the Company satisfying its obligations with respect to registration, or a valid exemption from registration is available. No warrant will be exercisable for cash or on a cashless basis, and the Company will not be obligated to issue any shares to holders seeking to exercise their warrants, unless the issuance of the shares upon such exercise is registered or qualified under the securities laws of the state of residence of the exercising holder, or an exemption from registration is available.
Note 7 – Stockholders’ Equity (Continued)
The Company has agreed that as soon as practicable, but in no event later than 15 business days after the closing of a Business Combination, the Company will use its commercially reasonable efforts to file, and within 60 business days following a Business Combination to have declared effective, a registration statement covering the issuance of the shares of Class A Common Stock issuable upon exercise of the warrants and to maintain a current prospectus relating to those shares of Class A Common Stock until the warrants expire or are redeemed. Notwithstanding the above, if the Class A Common Stock is at the time of any exercise of a warrant not listed on a national securities exchange such that it satisfies the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, the Company will not be required to file or maintain in effect a registration statement, but will use its commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available.
Redemption of Warrants when the Price per Share of Class A Common Stock Equals or Exceeds $ — Once the warrants become exercisable, the Company may redeem the outstanding Public Warrants:
If and when the warrants become redeemable by the Company, the Company may exercise its redemption right even if it is unable to register or qualify the underlying securities for sale under all applicable state securities laws.
If the Company calls the Public Warrants for redemption, as described above, its management will have the option to require any holder that wishes to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. The exercise price and number of Class A Common Stock issuable upon exercise of the Public Warrants may be adjusted in certain circumstances including in the event of a stock dividend, extraordinary dividend or recapitalization, reorganization, merger or consolidation. However, except as described below, the Public Warrants will not be adjusted for issuances of Class A Common Stock at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the Public Warrants. If the Company is unable to complete a Business Combination by the Termination Date and the Company liquidates the funds held in the Trust Account, holders of Public Warrants will not receive any of such funds with respect to their Public Warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with respect to such Public Warrants. Accordingly, the Public Warrants may expire worthless.
The Private Placement Warrants are identical to the Public Warrants underlying the Units being sold in the Initial Public Offering.
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Subsequent Events |
6 Months Ended |
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Jun. 30, 2023 | |
| Subsequent Events [Abstract] | |
| Subsequent Events | Note 8 – Subsequent Events
In connection with the ninth extension of the Termination Date, Canna-Global caused $per outstanding share of its Class A common stock, or approximately $106,622 for the remaining Class A common stock to be deposited in the Trust Account on July 31, 2023 in connection with the August 2, 2023 due date to extend the Termination Date to September 2, 2023.
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Summary of Significant Accounting Policies (Policies) |
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| Accounting Policies [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Basis of Presentation | Basis of Presentation
The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the SEC. Certain information and note disclosures normally included in the annual financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to those rules and regulations, although the Company believes that the disclosures made are adequate to make the information not misleading. The interim financial statements as of June 30, 2023 and for the Six months ended June 30, 2023 and June 30, 2022 respectively, are unaudited. In the opinion of management, the interim financial statements include all adjustments, consisting only of normal recurring adjustments, necessary to provide a fair statement of the results for the interim periods. The accompanying balance sheet as of December 31, 2022, is derived from the audited financial statements presented in the Company’s Annual Report on Form 10-K for fiscal the year ended December 31, 2022.
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| Emerging Growth Company | Emerging Growth Company
The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.
Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.
Note 2 — Summary of Significant Accounting Policies (Continued)
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| Use of Estimates | Use of Estimates
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.
Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.
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| Cash and Cash Equivalents | Cash and Cash Equivalents
The Company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents. Cash equivalents are carried at cost, which approximates fair value. The Company had $12 in cash and no cash equivalents as of June 30, 2023. The Company had $54,476 in cash and no cash equivalents as of December 31, 2022.
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| Marketable Securities Held in Trust Account | Marketable Securities Held in Trust Account
The Company’s portfolio of investments is comprised solely of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act that invest only in direct U.S. government treasury obligation. The Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the unaudited condensed balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is included in investment income earned on investment held in Trust Account in the accompanying unaudited statements of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. At June 30, 2023, substantially all of the assets held in the Trust Account were held in mutual funds. At June 30, 2023, the balance in the Trust Account was $24,974,546. At December 31, 2022, the balance in the Trust Account was $24,599,703.
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| Income Taxes | Income Taxes
The Company accounts for income taxes under FASB ASC 740, “Income Taxes” (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized.
ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition.
The Company is subject to income tax examinations by major taxing authorities since inception. These examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months.
The realization of deferred tax assets, including net operating loss carryforwards, is dependent on the generation of future taxable income sufficient to realize the tax deductions, carryforwards, and credits. Valuation allowances on deferred tax assets are recognized if it is determined that it is more likely than not that the asset will not be realized.
Note 2 — Summary of Significant Accounting Policies (Continued)
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| Class A Common Stock Subject to Possible Redemption |
All of the Class A common stock sold as part of the Units in the Initial Public Offering contain a redemption feature which allows for the redemption of such Public Shares in connection with the Company’s liquidation, if there is a stockholder vote or tender offer in connection with the Business Combination and in connection with certain amendments to the Company’s amended and restated certificate of incorporation. In accordance with ASC 480, conditionally redeemable Class A common stock (including shares of Class A common stock that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. Ordinary liquidation events, which involve the redemption and liquidation of all of the entity’s equity instruments, are excluded from the provisions of ASC 480. Although the Company did not specify a maximum redemption threshold, its charter provides that currently, the Company will not redeem its public shares in an amount that would cause its net tangible assets (stockholders’ equity) to be less than $5,000,001. However, the threshold in its charter would not change the nature of the underlying shares as redeemable and thus public shares would be required to be disclosed outside of permanent equity. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value ( per share at June 30, 2023 and $ per share at December 31, 2022). Such changes are reflected in additional paid-in capital, or in the absence of additional capital, in accumulated deficit.
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| Concentration of Credit Risk | Concentration of Credit Risk
Financial instruments that potentially subject the Company to concentration of credit risk consist of a cash account in a financial institution which, at times may exceed the Federal depository insurance coverage of $250,000. On June 30, 2023, the Company had not experienced losses on this account and management believes the Company is not exposed to significant risks on such account.
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| Net Loss Per Share |
Net income per share is computed by dividing net income by the weighted average number of common stock shares outstanding for the period. The calculation of diluted income (loss) per share does not consider the effect of the warrants issued in connection with the Initial Public Offering and warrants issued as components of the Private Placement Units (the “Placement Warrants”) since the exercise of the warrants are contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive.
The Company’s statements of operations include a presentation of income per share for common stock shares subject to possible redemption in a manner similar to the two-class method of income per share. Net income per common share, basic and diluted, for redeemable Class A common stock is calculated by dividing the net income allocable to Class A common stock subject to possible redemption, by the weighted average number of redeemable Class A common stock outstanding since original issuance. Net income per common stock, basic and diluted, for non-redeemable Class A and Class B common stock is calculated by dividing net income allocable to non-redeemable common stock, by the weighted average number of shares of non-redeemable common stock outstanding for the periods. Shares of non-redeemable Class B common stock include the founder shares as these common shares do not have any redemption features and do not participate in the income earned on the Trust Account.
Note 2 — Summary of Significant Accounting Policies (Continued)
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| Offering Costs Associated with the Initial Public Offering | Offering Costs Associated with the Initial Public Offering
Offering costs consisted of legal, accounting, underwriting fees and other costs incurred through the Initial Public Offering that were directly related to the Initial Public Offering. Offering costs are allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with derivative warrant liabilities are expensed as incurred, presented as non-operating expenses in the statement of operations. Offering costs associated with the Class A common stock were charged to stockholders’ equity upon the completion of the Initial Public Offering.
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| Fair Value of Financial Instruments | Fair Value of Financial Instruments
The Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include:
● Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets;
● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and
● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.
In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement.
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| Recent Accounting Standards | Recent Accounting Standards
Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements. |
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Summary of Significant Accounting Policies (Tables) |
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Jun. 30, 2023 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Accounting Policies [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Schedule of Anti-dilutive Basic and Diluted Earnings Per Share |
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Schedule of Anti-dilutive Basic and Diluted Earnings Per Share (Details) - USD ($) |
3 Months Ended | 6 Months Ended | ||
|---|---|---|---|---|
Jun. 30, 2023 |
Jun. 30, 2022 |
Jun. 30, 2023 |
Jun. 30, 2022 |
|
| Common Class A [Member] | ||||
| Numerator: net income (loss) | $ (159,299) | $ 130,248 | $ (179,924) | $ (50,411) |
| Denominator: weighted average number | 3,229,370 | 23,860,000 | 3,229,370 | 23,860,000 |
| Net income (loss) per common stock - basic | $ (0.05) | $ 0.01 | $ (0.06) | $ (0.00) |
| Net income (loss) per common stock - diluted | $ (0.05) | $ 0.01 | $ (0.06) | $ (0.00) |
| Non Redeemable Class B Common Shares [Member] | ||||
| Numerator: net income (loss) | $ (283,637) | $ 31,388 | $ (320,362) | $ (12,148) |
| Denominator: weighted average number | 5,750,000 | 5,750,000 | 5,750,000 | 5,750,000 |
| Common Class B [Member] | ||||
| Denominator: weighted average number | 5,750,000 | 5,750,000 | 5,750,000 | 5,750,000 |
| Net income (loss) per common stock - basic | $ (0.05) | $ 0.01 | $ (0.06) | $ (0.00) |
| Net income (loss) per common stock - diluted | $ (0.05) | $ 0.01 | $ (0.06) | $ (0.00) |
Summary of Significant Accounting Policies (Details Narrative) - USD ($) |
Jun. 30, 2023 |
Dec. 31, 2022 |
|---|---|---|
| Accounting Policies [Abstract] | ||
| Cash | $ 12 | $ 54,476 |
| Cash equivalents | 0 | 0 |
| Cash and marketable securities held in trust account | 24,974,546 | $ 24,599,703 |
| Intangible asset net | $ 5,000,001 | |
| Redemption price per share | $ 10.54 | $ 10.38 |
| Cash insured with federal insurance | $ 250,000 |
Initial Public Offering (Details Narrative) - USD ($) |
Dec. 02, 2021 |
Nov. 30, 2021 |
Jun. 30, 2023 |
|---|---|---|---|
| Subsidiary, Sale of Stock [Line Items] | |||
| Shares issued, price per share | $ 10.15 | ||
| Stock transaction description | Each Unit consists of one share of Class A common stock of the Company, par value $0.000001 per share (“Class A Common Stock”), and one redeemable warrant of the Company (“Warrant”), with each whole Warrant entitling the holder thereof to purchase one share of Class A Common Stock for $11.50 per share, subject to adjustment | ||
| Exercise price | 0.01 | ||
| IPO [Member] | |||
| Subsidiary, Sale of Stock [Line Items] | |||
| Sale of stock unit purchase price, shares | 23,000,000 | 3,000,000 | |
| Shares issued, price per share | $ 10.00 | $ 10.00 | $ 10.00 |
| Proceeds from initial public offering | $ 230,000,000 | ||
| Stock transaction description | Each Public Warrant entitles the holder purchase one share of Class A common stock at an exercise price of $11.50 per whole share | ||
| Exercise price | $ 11.50 | $ 11.50 |
Private Placement (Details Narrative) - USD ($) |
6 Months Ended | ||
|---|---|---|---|
Dec. 02, 2021 |
Nov. 30, 2021 |
Jun. 30, 2023 |
|
| Subsidiary, Sale of Stock [Line Items] | |||
| Issuance price per share | $ 10.15 | ||
| Private Placement [Member] | |||
| Subsidiary, Sale of Stock [Line Items] | |||
| Issuance of shares | 712,500 | ||
| Issuance price per share | $ 10.00 | ||
| Proceeds from private placement | $ 7,125,000 | ||
| Private Placement [Member] | Canna Global LLC [Member] | |||
| Subsidiary, Sale of Stock [Line Items] | |||
| Issuance of shares | 90,000 | 802,500 | 802,500 |
| Issuance price per share | $ 10.00 | ||
| Proceeds from private placement | $ 900,000 | $ 8,025,000 | $ 8,025,000 |
Commitments and Contingencies (Details Narrative) - USD ($) |
6 Months Ended | ||
|---|---|---|---|
Dec. 02, 2021 |
Nov. 30, 2021 |
Jun. 30, 2023 |
|
| Subsidiary, Sale of Stock [Line Items] | |||
| Initial public offering price per unit | $ 10.15 | ||
| Over-Allotment Option [Member] | |||
| Subsidiary, Sale of Stock [Line Items] | |||
| Issuance of shares | 3,000,000 | 3,000,000 | |
| Initial public offering price per unit | $ 10.00 | ||
| Proceeds from equity or sales | $ 30,000,000 | ||
| Over-Allotment Option [Member] | Underwriters Agreement [Member] | |||
| Subsidiary, Sale of Stock [Line Items] | |||
| Issuance of shares | 3,000,000 | ||
| Initial public offering price per unit | $ 0.15 | ||
| Cash underwriting discount | $ 3,000,000 | ||
| Cash underwriting discount were exercised | $ 3,450,000 | ||
| Deferred fees, per share | $ 0.35 | ||
| Deferred underwriting commissions in initial public offering | $ 7,000,000 | ||
| Deferred underwriting commissions were exercised | $ 8,050,000 |
Stockholders’ Equity (Details Narrative) - $ / shares |
6 Months Ended | ||
|---|---|---|---|
Jun. 30, 2023 |
Dec. 31, 2022 |
Dec. 02, 2021 |
|
| Class of Stock [Line Items] | |||
| Preferred stock, shares authorized | 2,000,000 | 2,000,000 | |
| Preferred stock, par value | $ 0.000001 | $ 0.000001 | |
| Preferred stock, shares issued | 0 | 0 | |
| Preferred stock, shares outstanding | 0 | 0 | |
| Percentage of issued and outstanding shares | 20.00% | ||
| Shares issued, price per share | $ 10.15 | ||
| Exercise price of warrants | $ 0.01 | ||
| Warrant redemption, description | if, and only if, the last reported sale price of the Class A Common Stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganization, recapitalizations and the like) for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to warrant holders | ||
| Common Class A [Member] | |||
| Class of Stock [Line Items] | |||
| Common stock, shares authorized | 200,000,000 | 200,000,000 | |
| Common stock, par value | $ 0.000001 | $ 0.000001 | $ 0.000001 |
| Common stock, shares issued | 860,000 | 860,000 | |
| Common stock, shares outstanding | 860,000 | 860,000 | |
| Subject to possible redemption shares | 2,369,370 | 2,369,370 | |
| Shares issued, price per share | $ 18.00 | $ 11.50 | |
| Common Class B [Member] | |||
| Class of Stock [Line Items] | |||
| Common stock, shares authorized | 20,000,000 | 20,000,000 | |
| Common stock, par value | $ 0.000001 | $ 0.000001 | |
| Common stock, shares issued | 5,750,000 | 5,750,000 | |
| Common stock, shares outstanding | 5,750,000 | 5,750,000 | |
| Percentage of issued and outstanding shares | 20.00% |
Subsequent Events (Details Narrative) - Common Class A [Member] - Eighth Monthly Extension [Member] - Trust Account [Member] |
Jul. 31, 2023
USD ($)
$ / shares
|
|---|---|
| Subsequent Event [Line Items] | |
| Temporary Equity, Aggregate Amount of Redemption Requirement | $ | $ 106,622 |
| Subsequent Event [Member] | |
| Subsequent Event [Line Items] | |
| Temporary Equity, Par or Stated Value Per Share | $ / shares | $ 0.045 |
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