UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 1.01 Entry into a Material Definitive Agreement
The information set forth in Item 1.02 below is hereby incorporated by reference into this Item 1.01.
Item 1.02 Termination of a Material Definitive Agreement.
As previously disclosed by Canna-Global Acquisition Corp, a Delaware corporation (together with its successors, “Canna-Global” or “Company”) in its Current Reports on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on June 16, 2023, Canna-Global entered into a definitive Bid Implementation and Business Combination Agreement (the “Agreement”) with New Quantum Holdings Pty Ltd. (“New Quantum”, along with J. Gerald Combs, solely in his capacity as the representative from and after the Effective Time (as defined below) for the stockholders of Canna-Global, and Hyun Jong Chung, solely in his capacity as the representative from and after the Effective Time for New Quantum in accordance with the terms and conditions of the Agreement (collectively, the “Parties”), in connection with Canna-Global’s initial business combination (the “Business Combination”), pursuant to which Canna Global would acquire all of the ordinary shares of New Quantum and New Quantum would become a wholly-owned subsidiary of Canna-Global.
On October 16, 2023, 2022, Canna-Global received written notice that New Quantum had terminated the Agreement. As a result of the termination of the Agreement, Canna-Global intends to begin evaluating other possible business combination targets promptly though there can be no assurance these evaluations or efforts will result in a business combination transaction with Canna-Global.
As a result of the termination of the Agreement, the Agreement will be of no further force and effect, and certain agreements entered into in connection with the Agreement, including but not limited to, the Sponsor Support Agreement, will also automatically be terminated in accordance with its terms or be of no further force and effect. In addition, as a result of the termination of the Agreement, Canna-Global will withdraw the Bidder’s Statement it lodged with the Australian Securities and Investments Commission in respect of its Takeover Bid for New Quantum under the terms of the Agreement. The foregoing description of the Bidder’s Statement does not purport to be complete.
The foregoing descriptions of the Agreement do not purport to be complete and are qualified in their entirety by the terms and conditions of the full text of the Agreement, which was previously filed as Exhibit 1.1 to the Current Reports on Form 8-K filed with the SEC on June 16, 2023, which is incorporated by reference herein.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Also on October 16, 2023, Marco Bardelli, Chairperson of the Canna-Global board’s Governance and Nomination Committee, tendered his resignation citing his heavy workload and upcoming sudden business obligations. Mr. Bardelli did not advise Canna-Global of any disagreement with the Company on any matter relating to its operations, policies or practices. Effective upon Mr. Bardelli’s resignation as a director, the size of the Company’s Board of Directors will be reduced from six to five directors. Canna-Global board member, Ms. Christine Cho, will serve as Canna-Global board’s Governance and Nomination Committee Chair until Canna-Global appoints a permanent Chair of the Governance and Nomination Committee.
Forward-Looking Statements
This Current Report on Form 8-K (the “Report”) contains forward-looking statements that involve risks and uncertainties. Forward-looking statements are statements that are not historical facts. Such forward-looking statements are subject to risks and uncertainties, which could cause actual results to differ from the forward-looking statements. These forward-looking statements and factors that may cause such differences include, without limitation, uncertainties relating to Canna-Global’s shareholder approval of the Extension, Canna-Global’s inability to complete an initial business combination within the required time period or, and other risks and uncertainties indicated from time to time in filings with the SEC, including Canna-Global’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021 and December 31, 2022 under the heading “Risk Factors” and other documents Canna-Global has filed, or to be filed, with the SEC. Readers are cautioned not to place undue reliance upon any forward-looking statements, which speak only as of the date made. Canna-Global expressly disclaims any obligations or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in Canna-Global’s expectations with respect thereto or any change in events, conditions or circumstances on which any statement is based.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description | |
| 104 | The cover page from this Current Report on Form 8-K, formatted in Inline XBRL (included as Exhibit 101). Canna-Global agrees to furnish supplementally a copy of all omitted exhibits and schedules to the SEC upon request. |
SIGNATURES
Pursuant to the requirements of the Exchange Act, Canna-Global has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| CANNA-GLOBAL ACQUISITION CORP | ||
| Date: October 20, 2023 | By: | /s/ J. Gerald Combs |
| J. Gerald Combs | ||
| Chief Executive Officer | ||