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United States securities and exchange commission logo
November 8, 2023
Gerry Combs
Chief Executive Officer
Canna-Global Acquisition Corp
4640 Admiralty Way, Suite 500
Marina Del Rey, CA90292
Re:Canna-Global Acquisition Corp
Preliminary Proxy Statement on Schedule 14A
Filed October 31, 2023
File No. 001-41102
Dear Gerry Combs:
            We have reviewed your filing and have the following comments.
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments.
Preliminary Proxy Statement on Schedule 14A
Cover page
1.We note that the sponsor or its affiliates may purchase public shares in privately
negotiated transactions or in the open market and your disclosure that "Any such privately
negotiated purchases may be effected at purchase prices that are below or in excess of the
per-share pro rata portion of the trust account. Any public shares held by or subsequently
purchased by our affiliates may be voted in favor of the Extension Amendment." Please
explain how such purchases would comply with the requirements of Rule 14e-5 under the
Exchange Act. Refer to Tender Offer Rules and Schedules Compliance and Disclosure
Interpretation 166.01 for guidance.
General
2.With a view toward disclosure, please tell us whether your sponsor is controlled by, or has
substantial ties with a non-U.S. person. If so, also include risk factor disclosure that
addresses how this fact could impact your ability to complete your initial business
combination. For instance, discuss the risk to investors that you may not be able to

 FirstName LastNameGerry Combs
 Comapany NameCanna-Global Acquisition Corp
 November 8, 2023 Page 2
 FirstName LastName
Gerry Combs
Canna-Global Acquisition Corp
November 8, 2023
Page 2
complete an initial business combination with a U.S. target company should the
transaction be subject to review by a U.S. government entity, such as the Committee on
Foreign Investment in the United States (CFIUS), or ultimately prohibited. Disclose that
as a result, the pool of potential targets with which you could complete an initial business
combination may be limited. Further, disclose that the time necessary for government
review of the transaction or a decision to prohibit the transaction could prevent you from
completing an initial business combination and require you to liquidate. Disclose the
consequences of liquidation to investors, such as the losses of the investment opportunity
in a target company, any price appreciation in the combined company, and the warrants,
which would expire worthless.
3.We note that you are seeking to extend your termination date to June 2, 2025, a date
which is 42 months from your initial public offering. We also note that you are listed on
The Nasdaq Capital Market and that Nasdaq IM-5101-2 requires that a special purpose
acquisition company complete one or more business combinations within 36 months of
the effectiveness of its IPO registration statement. Please revise to explain that the
proposal to extend your termination deadline to June 2, 2025, does not comply with this
rule, or advise. Further, disclose the risks of your non-compliance with this rule, including
that your securities may be subject to suspension and delisting from The Nasdaq Capital
Market.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Please contact Austin Pattan at 202-551-6756 or Kathleen Krebs at 202-551-3350 with
any other questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Debbie Klis