UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 331, 2024

Canna-Global Acquisition Corp

(Exact name of registrant as specified in its charter)

Delaware

(State or other jurisdiction of incorporation)

001-41102

86-3692449

(Commission

File Number)

(IRS Employer

Identification No.)

4640 Admiralty Way, Suite 500

Marina Del Rey, California 90292

(Address of principal executive offices, including zip Code)

310-496-5700

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class	Trading Symbol(s)	Name of Each Exchange on Which Registered
Units, each consisting of one share of Class A common stock, par value $0.000001 per share and one redeemable warrant of one share of Common Stock	CNGLU	The Nasdaq Stock Market LLC
Class A common stock included as part of the units	CNGL	The Nasdaq Stock Market LLC
Redeemable warrants included as part of the units	CNGLW	The Nasdaq Stock Market LLC
Representative’s shares of Class A common stock	CNGL	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard;. ~~Transfer of Listing~~

On May 331, 2024, Canna -Global Acquisition Corp. (the “Company”) received written notice (the “~~Notice~~Nasdaq Letter”) from ~~the Listing~~ ~~Qualifications Department of~~ The Nasdaq Stock Market LLC (“Nasdaq”) ~~stating~~indicating that the Company is ~~not~~delinquent in ~~compliance~~filing ~~with~~its ~~Nasdaq~~Quarterly Report on Form 10-Q ~~Listing~~for ~~Rule~~the ~~5550(b)(2)~~period ended March 31, 2024 (the “~~Rule~~Form 10-Q”), ~~because~~which may serve as an additional basis for the delisting of the Company’s securities ~~has~~from ~~not~~The ~~maintained~~Nasdaq Stock Market LLC. The Company previously filed a ~~minimum~~Form ~~Market~~12b-25 ~~Value~~with ofthe ~~Listed~~U.S. Securities ~~(“MVLS”)~~and Exchange Commission ofon atMay ~~least~~14, ~~$35~~2024, ~~million~~disclosing ~~for~~that it was unable to file the ~~last~~Form 3010-Q ~~consecutive~~(the ~~business~~“Delinquent ~~days~~Filing”) within the prescribed time period without unreasonable effort or expense. The ~~Notice~~Company ~~has~~is noworking ~~immediate~~diligently ~~effect~~to oncompile the ~~listing~~information orrequired ~~trading~~to ofbe ~~the~~included in ~~Company’s~~the ~~securities~~Form 10-Q and expects to file no later than June 7, 2024.

The Nasdaq Letter provided that under Nasdaq rules, the Company now has ~~180~~60 calendar days ~~from~~to submit a plan to regain compliance with respect to the ~~date~~Delinquent Filing. If Nasdaq accepts our plan, Nasdaq can grant an exception of up to 180 calendar days from the ~~Notice~~Delinquent Filing’s due date, or until ~~October~~November 3018, 2024, to regain compliance. IfIn atdetermining ~~any~~whether ~~time~~to ~~during~~accept ~~this 180~~our ~~day~~plan, ~~period~~Nasdaq will consider such things as the ~~MVLS~~likelihood isthat atthe ~~least~~Delinquent ~~$35~~Filing, ~~million~~along ~~for~~with aany ~~minimum~~subsequent ofperiodic ~~ten~~filing ~~consecutive~~that ~~business~~will ~~days~~be due, ~~Nasdaq~~can ~~will~~be ~~provide~~made within the 180 day period, the Company’s ~~with~~past compliance history, the reasons for the late Filing, other corporate events that may occur within ~~written~~its ~~confirmation~~review ofperiod, ~~compliance~~the ~~and~~Company’s ~~this~~overall ~~matter~~financial ~~will~~condition beand ~~closed~~its public disclosures.

If the Company does not regain compliance with the MVLS requirement within the compliance period, the Company’s common stock will be subject to delisting. In the event the Company receives notice that the Company’s common stock is being delisted, Nasdaq’s rules permit the Company to appeal the delisting determination by the Nasdaq staff to a hearings panel.

The Company intends to monitor the market value of the Company’s listed securities and may, if appropriate, consider available options to regain compliance with the MVLS requirement. There can be no assurance that the Company will be able to regain compliance with the MVLS requirement.

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: May 9, 2024	By:	/s/ J. Gerald Combs
Date: June 5, 2024	By:	/s/ J. Gerald Combs
		J. Gerald Combs
		Chief Executive Officer

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