Correspondence 0001493152-22-033519 from Canna-Global Acquisition Corp (CNGL) (CIK 0001867443)
Canna-Global Acquisition Corp (CNGL) (CIK 0001867443)
Date: Nov. 23, 2022 · CIK: 0001867443 · Accession: 0001493152-22-033519
AI Filing Summary & Sentiment
File numbers found in text: 001-41102
Referenced dates: November 17, 2022
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CORRESP
1
filename1.htm
November
23, 2022
Division
of Corporation Finance
Securities
and Exchange Commission
100
F Street, NE
Washington
DC 20549
Attention:
Howard Efron
Wilson
Lee
Re:
Canna-Global Acquisition Corp
Form 10-K for the Year Ended December 31, 2021
Filed April 13, 2022
File No. 001-41102
Dear
Ladies and Gentlemen,
On
behalf of Canna-Global Acquisition Corp (the “Company”), we are writing to submit the Company’s response to the comment
of the staff of the Division of Corporation Finance of the Securities and Exchange Commission (the “Staff”) dated November
17, 2022 (the “Comment Letter”), with respect to the above-referenced annual report on Form 10-K filed on April 13, 2022
(the “Annual Report”). Concurrently with this submission, the Company has filed Amendment No. 1 to the Annual Report.
The
response set forth below is based upon information provided to Rimon P.C. For convenience, we have included the specific comment and
heading used in the Comment Letter. On behalf of the Company, we advise you as follows:
Form
10-K for the Year Ended December 31, 2021
General
1.
With a view toward disclosure,
please tell us whether your sponsor is, is controlled by, or has substantial ties with a non-U.S. person. If so, please revise your
disclosure in future filings to include 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 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. Please include
an example of your intended disclosure in your response.
Response:
We respectfully acknowledge the Staff’s comment and point the staff to the additional disclosure inserted on pages 9 and 24 of
the revised Annual Report which disclose that our Sponsor, Canna-Global LLC is controlled by one or more non-US persons and therefore
may constitute a “foreign person” under CFIUS rules and regulations, which in turn could limit the pool of potential targets
that we may complete an initial business combination with. We also disclose that the time necessary for government review of the transaction
or a decision to prohibit the transaction could prevent us from completing an initial business combination and require us to liquidate.
*****
1990
K Street NW, Suite 420, Washington, D.C. 20006
P:
(202) 935-3390
If
you have any additional questions regarding our response or the revised Annual Report, please do not hesitate to contact Debbie Klis
on (202) 935-3390 of Rimon P.C.
Kindest regards,
/s/ Debbie
A. Klis
Rimon P.C.
cc:
J.
Gerald Combs, CEO, Canna-Global Acquisition Corp
Sharwin
Sinnan, CFO, Canna-Global Acquisition Corp
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