EX-99.1 29 tm2129724d4_ex99-1.htm EXHIBIT 99.1

 

Exhibit 99.1

 

AKANDA CORP.

1a, 1b Learovd Road

New Romney TN28 8XU, United Kingdom

 

 

January 31, 2022

Via EDGAR

 

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

 

  Re: Akanda Corp.
    Registration Statement on Form F-1
    Request for Waiver and Representation under Item 8.A.4 of Form 20-F

 

Ladies and Gentlemen:

 

The undersigned, Akanda Corp., a company formed under the laws of the Province of Ontario, Canada (the “Company”), is submitting this letter via EDGAR to the U.S. Securities and Exchange Commission (the “Commission”) in connection with the Company’s registration statement on Form F-1 filed on the date hereof (the “Registration Statement”), relating to a proposed initial public offering and listing in the United States of the Company’s common shares.

 

The Company has included in the Registration Statement prepared in accordance with the International Financial Reporting Standards, the following financial statements:

 

·audited financial statements of Akanda Corp. as of August 31, 2021 and for the period from July 16, 2021 (inception) to August 31, 2021;

 

·audited financial statements of Cannahealth Limited as of December 31, 2020 and for the period from July 1, 2020 (inception) to December 31, 2020;

 

·audited financial statements of Bophelo Holdings Ltd. as of August 31, 2021 and for the period from August 4, 2021 (inception) to August 31, 2021;

 

·audited financial statements of Bophelo Bioscience and Wellness (PTY) Ltd. for the fiscal years ended December 31, 2020 and 2019;

 

·audited financial statements of Canmart Ltd. for the fiscal years ended December 31, 2020 and 2019;

 

·unaudited interim consolidated financial statements and pro forma consolidated financial statements of Akanda Corp. as of September 30, 2021.

 

·unaudited financial statements of Cannahealth Limited as of September 30, 2021;

 

·unaudited financial statements of Bophelo Holdings Ltd. as of September 30, 2021;

 

·unaudited financial statements of Bophelo Bioscience and Wellness (PTY) Ltd. as of September 30, 2021; and

 

·unaudited financial statements of Canmart Ltd. as of September 30, 2021.

 

The Company respectfully requested that the Commission waive the requirement of Item 8.A.4 of Form 20-F (the “Waiver Request”), which states that in the case of a company’s initial public offering, the registration statement on Form F-1 must contain audited financial statements of a date not older than 12 months from the date of the filing (the “12-Month Requirement”).

 

 

 

 

The Company is submitting this Waiver Request pursuant to Instruction 2 to Item 8.A.4 of Form 20-F, which provides that the Commission will waive the 12-Month Requirement “in cases where the company is able to represent adequately to us that it is not required to comply with this requirement in any other jurisdiction outside the United States and that complying with this requirement is impracticable or involves undue hardship.” In addition, in International Reporting and Disclosure Issues in the Division of Corporation Finance, dated November 1, 2004 (available on the Commission’s website at http://www.sec.gov/divisions/corpfin/internatl/cfirdissues1104.htm), at Section III. B. c), staff of the Commission notes that:

 

“the instruction indicates that the staff will waive the 12-month requirement where it is not applicable in the registrant’s other filing jurisdictions and is impracticable or involves undue hardship. As a result, we expect that the vast majority of IPOs will be subject only to the 15-month rule. The only times that we anticipate audited financial statements will be filed under the 12-month rule are when the registrant must comply with the rule in another jurisdiction, or when those audited financial statements are otherwise readily available.”

 

In connection with the Waiver Request, the Company represents to the Commission that:

 

1. The Company is not currently a public reporting company in any jurisdiction.
2. The Company is not required by any jurisdiction outside the United States to prepare consolidated financial statements audited under any generally accepted auditing standards for any interim period.
3. Full compliance with Item 8.A.4 of Form 20-F at present is impracticable and involves undue hardship for the Company.
4. The Company does not anticipate that its audited financial statements for the year ended December 31, 2021 will be available until April 2022.
5. In no event will the Company seek effectiveness of its registration statement on Form F-1 if its audited financial statements are older than 15 months at the time of the Company’s initial public offering.

 

The Company has filed this letter as an exhibit to the Registration Statement pursuant to Instruction 2 to Item 8.A.4 of Form 20-F.

 

  Sincerely,
   
  AKANDA CORP.
     
  By: /s/ Tejinder Virk
  Name: Tejinder Virk
  Title: Chief Executive Officer and Director