Canna-Global Acquisition Corp *
LETTER OF INTENT – 7/15/24 – LINK
- The SPAC announced the signing of a letter of intent to acquire 100% of the outstanding equity of Invest Inc.
SUBSEQUENT EVENT – 7/9/24 – LINK
- Liqueous LP clarified any false or misleading details from recent press releases and SEC Filings.
SUBSEQUENT EVENT – 7/1/24 – LINK
- The SPAC announced today that, in light of the failure of Liqueous LP to return 724,000 shares of Canna Global Class A common shares issued to them based on instructions from Canna Global in contravention of its Certificate of Incorporation, and in the absence of an agreement by which Liqueous would provide a backstop guarantee insuring payment of full trust value for said 724,000 shares should they be presented for redemption, Continental as trustee has itself agreed to guarantee the payment of full trust value for the 724,000 Class A common shares of Canna Global in the event of a redemption or liquidation event.
SUBSEQUENT EVENT – 6/27/24 – LINK
- The SPAC executed a Settlement and Recapitalization Agreement with Liqueous LP with the deferred underwriting fee of $8,050,000.
- 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 stock to 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 stock in the market.
- 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.
- 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.
EXTENSION – 12/7/23 – LINK
- The SPAC approved the extension from December 2, 2023 to December 2, 2024.
- 1,256,713 shares were redeemed for $10.76 per share.
- $40K per month will be deposited into the trust account.
The below-announced combination was terminated on 10/20/23. It will remain on the page for reference purposes only. Once a new combination is announced it will be added to the top of the page.
PROPOSED BUSINESS COMBINATION: New Quantum
ENTERPRISE VALUE: $800 million
ANTICIPATED SYMBOL: NQH
Canna-Global Acquisition Corp proposes to combine with New Quantum.
New Quantum Holding Pty Ltd provides global unified fintech as a service (FaaS), delivering a fully integrated digital platform for wealth managers, family offices, governments, asset managers, fintech businesses, and financial advisors.
TRANSACTION
- The transaction reflects an estimated proforma enterprise value for New Quantum of $800 million.
- Business combination expected to close in the second half of 2023
SPAC FUNDING
- Canna-Global is working on securing private equity investments via subscription agreements and backstop arrangements. Terms need to be agreeable to both New Quantum and Canna-Global.
- New Quantum may also make private investments before the deal closes.
- Full details of these arrangements will be in the subscription agreements.
LOCK-UP
- Company and Sponsor
- 12 months from the Closing Date 75% of the shares will be released.
- 18 months from the Closing Date 25% of the shares will be released.
NOTABLE CONDITIONS TO CLOSING
- There is no minimum cash closing conditions.
NOTABLE CONDITIONS TO TERMINATION
- The Agreement may be terminated at any time prior to the Closing by either Canna-Global or New Quantum if the Closing has not occurred on or prior to December 2, 2023 (the “Business Combination Deadline”)
ADVISORS
- Company
- K&L Gates (Australia) is serving as Australian legal counsel to New Quantum.
- SPAC
- Rimon PC is servicing as United States legal counsel to Canna-Global Acquisition Corp.
- ARC Group Ltd. is serving as exclusive financial advisor to Canna-Global.
- EF Hutton, division of Benchmark Investments, LLC, is serving as Capital Markets Advisor.
EXTENSION – 12/1/22 – LINK
- The monthly extension was approved by the shareholders. 89.698% or 20,630,630 shares of the shares were redeemed at the meeting.
SUBSEQUENT EVENT – 11/21/22 – LINK
- As revised, the Extension Amendment would increase the amount that must be deposited in the Trust Account by Canna-Global each month that it exercises the extension by an additional $0.045 per unit for each month extended. The Extended Date remains the same as proposed in the Extension Proposal.
MANAGEMENT & BOARD
Executive Officers
J. Gerald Combs, 72
Chief Executive Officer and Director
Mr. Combs brings more than 30 years of investment management, manufacturing, finance and legal experience in various roles to his role as Chief Executive Officer and Director of the company. Mr. Combs has assisted clients in all phases of business development from business plan to their initial public offerings on Nasdaq and NYSE. His experience spans a wide range of companies from manufacturing and distribution to software and high tech where he has handled the corporate interaction with the research analyst community and individual market makers, and has deep experience negotiating with investment and commercial banks for both equity and debt financing as well as bringing significant public company experience. Currently, Mr. Combs also serves as chief executive officer of CASH International Asset Management Limited (CIAM) since 2018. Headquartered in Hong Kong, CIAM is a subsidiary of Celestial Asia Securities Holdings Limited, a global asset management company specializing in an array of active, return-oriented investment strategies. Previously, Mr. Combs served as a senior investment banker with the parent of CIAM, CASH Financial Services Group in Hong Kong where he handled U.S. relationships since 2004. Since February 2010, Mr. Combs has also served as the CEO of Jerald Capital Corp, an investment banking firm. From 1997 to 2004, Mr. Combs served as SunRiver Corp’s chairman and chief executive officer. SunRiver Corp is the parent company of Boundless Technologies, which makes network computers. From 1992 to 1997, Mr. Combs served as President and chief executive officer New York-based financial consultancy Merrico Corp. From 1985 to 1992, he served as Chairman and Chief Executive Officer of Merrico Corporation, a privately held financial consulting firm. In October 1975, he began his business career at the investment banking firm of Salomon Brothers, where his responsibilities included mergers and acquisitions, initial public offerings, secondary offerings, and private placements. He earned his Bachelor of Arts degree from Northwestern University (1972) and received a Juris Doctorate (J.D.) from St. Louis University where he graduated with honors (1975).
George Yap, 69 [Resigned 4/4/22]
Chief Financial Officer and Director
Mr. Yap is the Founder, Chairman and CEO of KMYG Global, a firm of Chartered Accountants based in Sydney since 1990 Mr. Yap is also the Managing Director of Brenna Investments Pty Limited, a private company with limited liability from January 1993 to date. He served as Public Interest Director of The Federation of Investment Managers, Malaysia, from 2010 to 2013, and as Independent Director and Audit Committee Chairman of Sino Agro Food, Inc. from 2012 to 2017. Previously, Mr. Yap served in various senior capacities (including Head of Banking – Capital, Head of Banking – Finance and Head of Risk Management) at the Asia-Pacific Head Office of Credit Suisse First Boston, a global investment banking group with stockbroking, assets management and equity research, in Sydney, from 1990 to 1992. From 1999 to 2001, he served as Contractor Chief Financial Officer at the Ministry of Finance, Australia, managing the budgets of the Australian Commonwealth’s embassies worldwide, Australian properties and the Australian Parliament. In Malaysia, Mr. Yap was the Head of Corporate Banking (promoted from the position of Chief Internal Auditor) of Bank of Commerce Berhad (now CIMB Group, Malaysia) under JP Morgan Management, where he was appointed the Chairman of the Loans Documentation Committee and a member of the Management Committee, Loans Workout Committee, Systems Committee and Systems Review Committee, and represented the bank on its Creditors Steering Committee from 1983 to 1988 Mr. Yap is a Fellow of The Institute of Chartered Accountants in England and Wales, and has worked in various professional firms in Australia and Malaysia, including PricewaterhouseCoopers, EY and Deloitte.
Sharwin Sinnan, — [Appointed 4/6/22]
Chief Financial Officer and Director
Mr. Sinnan is the Founder of S23 Capital LLC in January 2013 and serves as the Portfolio Manager for Global Long/Short Equity – Tech, Media & Telecom, which operates S23 Capital Growth Fund.
Board of Directors
Thavaraj Subramaniam, 69
Director, Chairperson of the Board’s Compensation Committee, and Member of the Board’s Audit Committee
Mr. Thavaraj brings more than 40 years of health education and health promotion programs at the state, national and institutional levels to us; the first 40 years with the Malaysia’s Ministry of Health from 1978 to 2018 where he rose the ladder from a junior officer to become the first Director of the Institute for Behavioral Research which he pioneered in 2005 to become a member of the Board of Directors of the Malaysian Health Promotion Board from 2014 to 2017. Since 2019, Mr. Thavaraj has served as a Partner with Messrs. Palany, Fairus & Adib Chambers, a registered law firm with the Bar Council of Malaysia. Before then, from 2012 through 2019, he served as a Law Associate with Messrs. Rejendra Palany Chambers, a registered law firm with the Bar Council of Kuala Lumpur. Since August 2012, Mr. Thavaraj has served as a part-time lecturer in the International Medical University Kuala Lumpur, teaching Health Promotion for the Master in Science program in Public Health, and Business Law, Company Law and Employment Law for the Anglia Ruskin University in FTMS College in Kuala Lumpur. He has conducted training in Labor Laws for the plantation sector, and Health Promotion for Master in Public Health Program in University of Malaysia Sarawak (UNIMAS). During his years with Malaysia’s Ministry of Health, Mr. Thavaraj as Head of the Post-graduate Program in Health Education and Coordinator of the Master of Science Program in University Kebangsaan Malaysia (“UKM” or the National University of Malaysia), conducted training in Health Education and Health Promotion from 1994 to 2008. He can attribute the accreditation of this course by UKM in 1996 as his legacy. Mr. Thavaraj was the Principal Researcher for Behavioral Research among youths and specific groups in various communicable and chronic diseases. He was responsible for developing Risk Communication Training Manuals for Malaysia and Association of Southeast Asian Nations (“ASEAN”) countries, while conducting workshops, seminars and conferences for ASEAN countries in Risk Communication. Mr. Thavaraj pioneered health promotion campaigns in healthy lifestyle from 1989 to 1994 in Malaysia. He conducted behavioral research in healthy lifestyles and was involved in campaigns and research on healthy sexual behavior, HIV AIDS, lifestyle diseases, as well as in immunization programs for Rubella, Hepatitis B and childhood diseases. Mr. Thavaraj reached the height of his profession as the ASEAN Consultant in Risk Communication from 2006 to 2008. He was attached to the Johns Hopkins University for three weeks in Disaster Management in 2003, and attended international meetings and seminars, and presented papers in Health Promotion and HIV AIDS in Vancouver 2006, and Manila in 1998. Mr. Thavaraj visited health agencies in various cities in the United States on a World Health Organization (WHO) Fellowship for Media Campaigns in 1991. He also visited the National Institute of Health (NIH) and Centers for Disease Control and Prevention (CDC), and public health agencies and universities in Canada to study behavioral research in 2006. Mr. Thavaraj obtained a Bachelor of Science degree with Honors from University of Science, Malaysia (1977), a Master in Arts degree from the University of South Dakota (1992), and a Bachelor of Laws (LL.B) degree in 1996 in the United Kingdom and a Certificate in Legal Practice (Malaysia) in 1997.
Dr. Wian Stander, 46
Director, Chairperson of the Board’s Governance and Nomination Committee
Dr. Stander brings nearly two decades of medical training to our company’s cannabis focus with specialties in functional medicine, interventional ortho-biologics, sports medicine, pediatric special needs including autism, ADHD, and allergies. He is the founder of multiple Integrative medical centers and clinics throughout Africa, including Namibia and Mauritius. Dr. Stander launched the StemMed Regenerative Medical Centres in 2011 assisting patients living with chronic degenerative conditions that provide regenerative medicine aimed at restoring the normal function of organ systems in Melrose Arch, Johannesburg (Gauteng) Bryanston, Johannesburg (Gauteng), Parys (Free State), Bloemfontein (Free State), Potchefstroom (North-West Province), Namibia (Windhoek), Mauritius (Floreal DHI), Uganda (Kampala), Kenya (Nairobi), and Sao Tome (Sao Tome et Principe). His clinics also include the Integrative Medical Centre in Bryanston, Johannesburg (Gauteng). In 2007, Dr. Stander launched the Slimming Clinic SA – Medical Weight Loss franchise throughout South Africa. Dr. Stander is a graduate from the University of Pretoria in 2000 and he obtained a post-graduate qualification in Tropical Diseases and Travel Medicine at University of the Witwatersrand in 2004. He completed Fellowship training in Anti-ageing and Functional Medicine at the South African Association of Anti-Ageing and Integrative Medicine in 2012 as well as Advanced Stem Cell Therapy program at the American Academy for Anti-Aging Medicine in 2014. He is currently an advanced Fellowship program Pediatric Special Needs through the U.S.-based MedMAPs organization.
Peng Kong, 42
Director, Chairperson of the Board’s Audit Committee and Member of the Board’s Compensation Committee
Mr. Kong brings more than 15 years of management experience in the healthcare field and leading major healthcare groups in Hong Kong as their Chief Executive Officer and Chief Operating Officer. He is also the founder and Chairman of Wraparound Healthcare Limited (“Wraparound”) in 2019, a business that seeks to “Uberize” healthcare, and which provides one of Hong Kong’s largest platforms for over 1,000 healthcare professionals. Wraparound completed 1.5 million COVID-19 screenings and 25,000 COVID-19 vaccinations between September 2020 to June 2021. Since 2016, Mr. Kong has advised various healthcare groups on business transformation and strategic planning. From 2016-2019, he was Chief Operating Officer of Premier Medical Group, a specialist healthcare provider in Hong Kong. From 2009 to 2011 and from 2014 to 2016, he served as the Operations Director for Town Health International Medical Group, a Hong Kong Stock Exchange-listed healthcare company (3886.HK). Town Health is principally engaged in the provision of medical and dental services and managing healthcare networks and provision of third-party medical network administrator services in Hong Kong and the provision of medical and dental services, as well as hospital management and related services in Mainland China. Prior to that, from 2006 to 2009, Mr. Kong served as Head of Third Party Administration and Medical Provider Relations for Dr. Vio & Partners, one of the largest and oldest clinics group in Hong Kong, which was subsequently acquired by Town Health in a transaction led by him. Mr. Kong has also served as an advisor and lecturer for The School of Public Health at University of Hong Kong from January 2011 to April 2014. He is a graduate of University of Otago, with a Bachelor of Science degree in 2000, a Diploma in Dental Therapy in 2002, and a Post-Graduate Diploma of Public Health in 2003. Mr. Kong has also obtained three Master’s degrees – in Public Health from The Chinese University of Hong Kong in 2006, in Health Services Management from University of New South Wales in 2008, and an MBA from University of Northern Iowa in 2009.
Kah Yong Tham, 66
Director, Member of the Board’s Governance and Nomination Committee, and Member of the Board’s Compensation Committee
Throughout Mr. Tham’s near 40-year career in the banking industry, he has acquired wide variety of experience in credit evaluation, marketing, trade finance, fraud detection, as well as credit risk management. From April 2019 to January 2020, he served as Executive Director of Vortex Consolidated Berhad, an information technology public company listed on Bursa Malaysia, the Malaysian stock exchange. From June 2011 to December 2017, Mr. Tham applied his strong experience in credit risk management at Malayan Banking Berhad, Malaysia’s largest banking group, to assist on a contract basis as a Credit Specialist from 2010 to 2017, to improve the bank’s assets quality for consumer mortgage loans and middle market lending to business enterprises, enhance the bank’s internal risk assessment processes, security documentation, and trade finance processing of documents, to filter out potential fictitious financing and timely asset remedial actions. In 2004, Mr. Tham joined the Credit Operations Division of Public Bank Berhad as Director of Credit Approval and was subsequently promoted to Director of Credit Administration and Supervision where he remained until 2010, upon reaching the then mandatory retirement age of 55. In 1991, he was transferred to the bank’s subsidiary as its Chief Operating Officer for the factoring operations (domestic and international), reporting to the board of directors. Factoring operations requires an in-depth knowledge of business acumen and stringent credit appraisal to weed out potential frauds. Mr. Tham played this key role for 13 years with an impeccable record of achieving the yearly budget set by the board. In 1983, Mr. Tham joined Public Bank Berhad as a Senior Officer in Credit Administration and Supervision for four years before assuming the post of Branch Manager until 1991. As Branch Manager, Mr. Tham’s key responsibilities were the overall profitability in deposits, loans growth and asset quality. Prior to that, he was with Koperasi Serbaguna Malaysia Berhad, a licensed and regulated public cooperative as Deputy General Manager (Loans), where his main job was to formulate operating policies on loans to its members as well as general office administration. Mr. Tham started his career in 1979 with a member bank of United Overseas Bank Group, Malaysia, as Credit Officer where he remained until 1982, as Assistant Branch Manager. He is experienced in all aspects of branch banking operations, including credit processing for consumer and business loans. He graduated from University Malaya in 1979 with a Bachelor of Economics, majoring in Business Administration.
