Material Agreement Form 8 K

Item 1.01 Entry into a Material Definitive Agreement

Amendment of Trust Agreement

On June 21, 2024, Canna Global Acquisition Corp (the "Company") executed a Settlement and Recapitalization Agreement (the "Agreement") with Liqueous LP, a Delaware Limited Partnership ("Liqueous"). The Agreement concerned the retirement of the outstanding deferred underwriting fee (hereinafter, the "Debt"), which the Company owed to EF Hutton LLC (formerly, EF Hutton, division of Benchmark Investments, LLC ("EF Hutton")) by Liqueous. The Debt fee in the amount of $8,050,000 relates to the Company's initial public offering, as governed by the Underwriting Agreement between the Company and EF Hutton dated November 29, 2021 (the "Underwriting Agreement"). As previously reported on Form 8-K on December 2, 2021, the Underwriting Agreement provided for payment by the Company of the Debt to EF Hutton upon consummation of an initial business combination by the Company.

In connection with the Agreement and with the consent of the Company, Liqueous entered into a debt purchase agreement, on June 21, 2024 (the "Debt Purchase Agreement") with EF Hutton to purchase the Debt for $1,250,000 in full settlement of the Debt. In consideration for entering into the Agreement with the Company and for entering into the Debt Purchase Agreement with EF Hutton, the Company agreed to issue 1,544,531 new shares of Class A common stockto Liqueous at a future date because at the time of entering into the Agreement, the Company's Second Amended and Restated Certificate of Incorporation, as amended, did not permit the issuance of additional shares of common stock prior to the consummation of the Company's initial business combination, if the additional shares of capital stock of the Company would entitle the holders thereof to receive funds from Company's trust account or vote on any initial business combination. EF Hutton did not act as placement agent in connection with the Company's issuance of the 1,544,531 new shares of Class A common stock to Liqueous. Thereafter, Liqueous tendered the Agreement and a legal opinion to the Company's transfer agent and arranged a sale of 724,000 shares of Class A common stockin the market.

In response, the Company is working with its transfer agent to protect its public investors from its initial public offering to ensure receive priority to the proceeds in the Company's trust account in the event of redemptions coinciding with the Company's closing of an initial business combination or liquidation. With respect to the Company's stockholders who purchased shares of Class A common stock sold by any Liqueous trade, the Company is negotiating with Liqueous to enter into a backstop agreement whereby Liqueous would guarantee the payment of redemption proceeds for those Company stockholders to the extent that the Company's trust account proceeds is not sufficient to honor such redemptions in the event of the Company's closing of an initial business combination or liquidation. The Company will issue additional reports on Form 8-K as this matter develops.

The foregoing description of the Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Agreement filed as Exhibit 10.1 hereto.