Akanda: securities offering

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CONFIDENTIAL TREATMENT REQUESTED

As confidentially submitted to the U.S. Securities and Exchange Commission on November 18, 2021

This Draft Registration Statement has not been filed publicly with the U.S. Securities Exchange Commission and all information contained herein remains strictly confidential.

As filed with the Securities and Exchange Commission on January 31, 2022

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Greenberg Traurig, LLP

1201 K Street, Suite 1100

Sacramento, California 95814

423 Washington Street, Suite 600

San Francisco, CA 94111

Tel: +1 (916) 868-0630 603-3444

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CALCULATION OF REGISTRATION FEE

Title of each class of securities to be registered

aggregate offering price (1)

Common Shares (1)(2)

Representative's Warrants (3)

Common Shares underlying Representative's Warrants (4)

There is no current market for the securities or price at which the shares are being offered. Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457(o) under the under the Securities Act of 1933, as amended (the "Securities Act"). Includes the Common Shares that the underwriters have the option to purchase to cover any over-allotments. See " Underwriting ."

Pursuant to Rule 416 under the Securities Act, there is also being registered hereby such indeterminate number of additional Common Shares of the Registrant as may be issued or issuable because of stock splits, stock dividends, stock distributions, and similar transactions.

No fee required pursuant to Rule 457(g) of the Securities Act.

We have agreed to issue to the representative of the several underwriters, which we refer to as the Representative, warrants to purchase up to an aggregate of 7% of the Common Shares sold in the offering at an exercise price equal to the public offering price. As estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(g) under the Securities Act, the proposed maximum aggregate offering price of the Representative's warrants is $ . The Representative's warrants will be exercisable upon issuance, will have a cashless exercise provision and will terminate on the fifth anniversary of the effective date of the registration statement of which this prospectus is a part. The Representative's warrants are not exercisable or convertible for more than five years from the commencement of sales of the public offering.

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This is an initial public offering of our common shares, no par value per share ("Common Shares"). We are offering of our Common Shares in this offering. The Common Shares are being offered at a purchase price of $ per Common Share.

The information in this preliminary prospectus is not complete and may be changed. We may not sell these the securities until the registration statement filed with the U.S. Securities and Exchange Commission is declared effective. This preliminary prospectus is not an offer to sell these securities, nor a solicitation of an offer to buy these securities, in any jurisdiction where the offer, solicitation, or sale is not permitted.

SUBJECT TO COMPLETION DATED JANUARY 31, 2022

PRELIMINARY PROSPECTUS DATED , 2022

4,000,000 Common Shares

This is our initial public offering of 4,000,000 Common Shares, no par value per share. We currently expect the initial public offering price to be between $4.00 and $6.00 per Common Share.

Prior to this offering, there has been no public market for our Common Shares. We intend to apply have applied to list our Common Shares for listing on the Nasdaq Capital Market under the symbol "AKAN." We cannot guarantee that we will be successful in listing our Common Shares on Nasdaq; however, we will not complete this offering unless we are so listed.

We are organized under the laws of the Province of Ontario, Canada and are an "emerging growth company" and a "foreign private issuer" as defined under applicable U.S. United States federal securities laws, and are eligible for reduced public company reporting requirements. See " Prospectus Summary — Implications of Being an Emerging Growth Company and a Foreign Private Issuer ."

Investing in our securities is highly speculative and involves a high degree of risk. See " Risk Factors " beginning on page 10 11 for a discussion of information that should be considered in connection with an investment in our securities.

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We have agreed to reimburse the Boustead Securities, LLC (the "Representative") for certain expenses in addition to underwriting discounts and commissions. We also have agreed to issue to Boustead Securities, LLC certain warrant compensation in connection with this offering. See " Underwriting " for additional information regarding compensation payable to the underwriters.

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We have granted the underwriters an option to purchase up to 600,000 additional Common Shares from us at the public offering price, less underwriting discounts and commissions, for 45 days after the date of this prospectus to cover over-allotments, if any. If the underwriters exercise the option in full, the total underwriting discounts and commissions payable to the underwriters will be $ , and the total gross proceeds to us, before underwriting discounts and commission expenses, will be $ . If we complete this offering, net proceeds will be delivered to us on the closing date.

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EXECUTIVE COMPENSATION

MANAGEMENT COMPENSATION

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Forward-looking statements 1 change

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These and other factors are more fully discussed in the " Risk Factors ", section " Management's Discussion and Analysis of Financial Condition and Results of Operations " and " Business " sections and elsewhere in this prospectus. These risks could cause actual results to differ materially from those implied by the forward-looking statements contained in this prospectus.

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Prospectus summary 28 changes

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We are a cannabis cultivation, manufacturing and distribution company whose mission is to provide premium quality and ethically sourced medical cannabis products to patients worldwide. We cultivate and process natural cannabis at our facilities in the Kingdom of Lesotho, Africa and intend to supply medicinal-grade cannabis biomass, cannabis flower and cannabis concentrates to wholesalers in international markets. We also import and sell medical cannabis-based products to the domestic market in the United Kingdom.

We are an early stage, emerging growth company headquartered in London, the United Kingdom. We have a limited operating history and minimal revenues to date. We require funding from this offering to expand and further develop our operations in the Kingdom of Lesotho and to develop sales channels in international markets and in particular, in Europe, the United Kingdom and Africa.

Our Lesotho Operations

Our cultivation operations at Bophelo in the Kingdom of Lesotho were initially established in 2018, with initial non-commercial harvests undertaken in 2019, 2020 and 2021 as part of the establishment and set-up of our cultivation facility in the Kingdom of Lesotho. While we have successfully cultivated cannabis at our Lesotho site, we have not yet achieved any revenues from the sale of cannabis and we have not exported medical cannabis flower or biomass to the United Kingdom or any other country. To date, our Lesotho operations have yielded less than 1,500kg of dried cannabis flower.

The cultivation of cannabis at our Lesotho operations is subject to a number of risks, such as the seasonality of our cannabis production. Additionally, our ability to successfully cultivate cannabis is subject to emerging market related risks, exchange control restrictions, high domestic inflation and interest rates, as well as socio-political risk inherent in Southern African jurisdictions.

Our operations in Lesotho are dependent on access to land that is leased from a local non-profit development trust which is jointly controlled by our Executive Chairman.

Our United Kingdom Operations

Our distribution operations in the United Kingdom were established in 2019 and are at a very early stage. Our revenues from the sale and distribution of medical cannabis in the United Kingdom have not exceeded more than $4,000 in any 12 month period since the inception of our operations in the United Kingdom. The medical cannabis market in the United Kingdom is still emerging and a number of local companies are competing to supply this market.

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Regulatory and Competitive Landscape

The cultivation, manufacturing, import and export of medical cannabis was legalized by the Kingdom of Lesotho in 2017. Bophelo is one of many companies in the Kingdom of Lesotho that hold licenses issued by the Lesotho Ministry of Health which enables it to cultivate medical cannabis. The number of licenses granted in Lesotho is not of public record. In addition to other medical cannabis companies operating in the Kingdom of Lesotho, Bophelo competes with medical cannabis producers based in other countries, most notably those in low-cost jurisdictions based in South America, such as Colombia. In terms of local laws and regulations applicable to cannabis license holders, Bophelo is required to pay an annual fee to renew its cannabis license annually with the Ministry of Health.

In the United Kingdom, the importation and supply of medical cannabis products is lawful when undertaken in terms of a relevant license issued by the United Kingdom Home Office. Canmart holds such a license issued by the United Kingdom Home Office and competes with a number of companies that import medical cannabis products into the United Kingdom for distribution to patients in the domestic market. Our licenses are subject to annual renewal fee requirements with the Home Office, which would also possibly require ad-hoc inspections of our distribution premises in the United Kingdom.

While there are no assurances that our operating licenses will be renewed on an annual basis, we are not aware of any current circumstances that could result in a non-renewal of our licenses.

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Lesotho Cultivation Advantage . Through the cultivation operations of our indirect wholly-owned subsidiary Bophelo, our past harvests have shown that we have the ability to cultivate high yielding strains of cannabis for medical purposes, at a comparatively low cost. with certain strains historically cultivated reflecting cannabinoid concentrations in excess of 20%. Conditions at Bophelo's site of operations near T'sakholo in the Mafeteng District of the Kingdom of Lesotho are conducive for the cultivation of medical-grade cannabis including suitable environmental conditions, abundant supply of semi-skilled and unskilled labor, quality road and air infrastructure network and favorable tax treatments.

Significant Potential to Scale Up Production . Bophelo is one of the largest licensed landholders engaging in cannabis cultivation in the Kingdom of Lesotho. Bophelo is licensed to cultivate cannabis over an initial 5 hectare 5-hectare area under greenhouse or indoor conditions, with conditional government approval to expand our cultivation footprint up to 200 hectares. once Such approval for expansion may be granted by the Ministry of Health on the main condition that Bophelo has fully utilized all of the first 5 hectares of its licensed cultivation area. which This gives us the potential ability to significantly scale up production once the company has met this requirement of the Ministry of Health. Bophelo has leased a 200-hectare land package in an emerging Special Economic Zone in the Kingdom of Lesotho which is intended to be dedicated to the cannabis cultivation and related operations.

Pursuit for ESG Goals and Strong Partnership with Local Communities . We promote environmental, social and governance ("ESG") initiatives and aim to empower women and vulnerable persons in the local communities where Bophelo operates. To this end, Bophelo has worked and expects to continue to work with Mophuthi Matsoso Development Trust, a Lesotho non-profit organization (the "MMD Trust"), to provide for the construction of a learning center, a place of worship, feeding programs and other public good initiatives for the local community of T'sakholo. We believe a commitment to ESG such initiatives and building a strong working relationship with the local African communities can promote goodwill towards our local operations and brands and benefit our long-term business growth. The MMD Trust is controlled by our Executive Chairman and Bophelo leases its premises on which it operates from the MMD Trust pursuant to a long-term lease agreement between the MMD Trust and Bophelo. As such, a potential conflict of interest may arise regarding the ongoing administration of the lease and any future negotiations around the lease terms.

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Our goal is to become a market leader in the cultivation, processing and supply of ethically sourced, medicinal-grade cannabis and cannabis based medical and wellness products for international markets. Our primary strategies to achieve our goals include:

Expanding our production capacity . In the near term, our primary strategy is to expand our production capacity as quickly as possible at Bophelo. We plan to take advantage of the favorable cultivation conditions in the Kingdom of Lesotho to achieve economies of scale in our production of premium quality cannabis products, within the confines of market forces such as customer demand and pricing, as well as regulatory hurdles that may impede our ability to access foreign markets or which may slow overall market growth.

Expanding our geographic footprint . While we currently import and sell cannabis-based products for medicinal use ("CBPMs") sourced from third parties to dispensing pharmacists, clinics and other wholesale distributors in the United Kingdom, our plan is to establish direct sales channels to patients through Canmart owned Canmart-owned and operated clinics and pharmacies in the United Kingdom. Medical cannabis is currently scheduled as a "Schedule 2" unlicensed medicine and, as such, can only be prescribed by or under the care of a specialist medical practitioner. Furthermore, regulatory authorities in the United Kingdom require cannabis dispensing clinics to obtain a license from the Care Quality Commission ("CQC"). The CQC regulates clinics and conducts frequent audits and inspections to ensure compliance with license terms. Given the regulatory environment in the United Kingdom, we intend to achieve our plan to establish direct sales channels to patients by acquiring established clinics and pharmacies that are dispensing medical cannabis products in the United Kingdom, however, this strategy is dependent on identifying potential targets, negotiating acceptable purchase price and other conditions based on revenues, number of patients and size of the local market, and complying with any regulatory and licensing requirements. To that end, we recently entered into a non-binding letter of intent to acquire 100% of the issued and outstanding ordinary shares of Cellen Limited, a United Kingdom based provider of pain-focused clinical services for GBP £10 million (USD $13.361 million) in common shares of the Company. We are also working towards expanding sales of cannabis products produced by Bophelo to international markets, subject to regulatory conditions in such countries.

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Ethical sourcing Strong Partnership with Local Communities . We are committed to ESG performance in our operations, with a particular focus on empowering women and vulnerable persons in local communities where Bophelo operates. We believe our ESG commitments and practices efforts will enable us to build strong partnerships with the communities in which we operate, enhance the reputation of our brands and benefit our long-term growth.

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Akanda was incorporated in the Province of Ontario, Canada on July 16, 2021 in connection with the plan of Halo Collective Inc. ("Halo"), a publicly-traded, vertically integrated multinational cannabis company, to reorganize its medical cannabis market focused international business assets. On September 29, 2021, we entered into a share purchase agreement with Halo. Pursuant to this agreement, we acquired all the issued and outstanding equity interests of Cannahealth Limited, a Republic of Malta company ("Cannahealth"), from Halo (the "Acquisition"). At the closing of the Acquisition on November 3, 2021, Cannahealth owned all the issued and outstanding equity interests of Canmart and Bophelo Holdings Limited, a company incorporated under the laws of England and Wales ("Bophelo Holdings"), which owned all the issued and outstanding equity interests of Bophelo. As a result of the Acquisition, both Bophelo and Canmart became our indirect wholly-owned subsidiaries. As consideration for this Acquisition, we issued 13,129,212 Common Shares to Halo at a price of $1.00 per share, resulting in Halo owning approximately 68.29% 68.3% of all our outstanding Common Shares at the closing of the Acquisition.

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We expect that the consummation of this offering will trigger a conversion of the Debenture pursuant to the terms of the Debenture, and upon such conversion, an estimated aggregate of 1,311,848 Common Shares will be issued to Halo at a conversion price of $5.00 per Common Share, assuming an initial public offering price of $5.00 per Common Share, which is the midpoint of the price range set forth on the cover page of this prospectus.

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Additionally, under the Debenture, Halo agrees to enter into a lock-up agreement with us and Boustead Securities, LLC, pursuant to which Halo shall not offer, issue, sell, contract to sell, encumber, grant any option for the sale of, or otherwise dispose of, any of our securities for a period of 270 days from the date on which the trading of our Common Shares on the Nasdaq Stock Market, LLC ("Nasdaq") commences (the "Lock-Up Trigger Date"), subject to customary carve-outs. The lock-up agreement will permit that up to 50% of our securities held by Halo may be sold or transferred from the 271st day through the 365th day following the Lock-Up Trigger Date, and the remaining 50% of such securities may be sold or transferred without the lock-up restrictions beginning on the 366th day following the Lock-Up Trigger Date. The lock-up restrictions shall not prohibit Halo from selling or transferring such number of our Common Shares to comply with the Ownership Limitation.

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On November 12, 2021, Halo transferred 2,100,000 Common Shares to an unaffiliated party, 1306077B.C. LTD. (the "Halo Transferee"), which resulted in Halo owning 49.61% 49.6% of our issued and outstanding Common Shares (the "Halo Transfer"). The Halo Transferee is not affiliated with Halo, any of our founding shareholders, or any other shareholder which owns more than 5% of our outstanding Common Shares as of the date of the Halo Transfer. The following diagram summarizes our legal entity structure following the closing of the Acquisition and the Halo Transfer. Assuming the number of Common Shares offered by us, as set forth on the cover page of this prospectus is sold in this offering, Halo will own approximately % 43.20% of our issued and outstanding Common Shares at the closing of this offering.

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On November 10, 2021, the Company issued 880,000 Common Shares, at a price of $2.50 per share, to Louisa Mojela, our Executive Chairman, to settle Bophelo's indebtedness to her in the aggregate amount of $2,200,000 under the Mojela Bridge Financing Facility. See " Certain Relationships and Related Party Transactions — Our Transactions with Our Executive Chairman. " On November 12, 2021, the Company completed the initial closing of a private placement to accredited investors of 2,126,400 Common Shares, at a purchase price of $2.50 per share, for approximately $5,316,000 in gross proceeds and on January 17 and 26, 2022, the "Private Placement"). Company completed additional and final closings of the offering may be held until November 29, 2021, subject to the Company's option to extend for additional 60 days, to raise up to accredited investors of 162,000 Common Shares at a maximum aggregate amount purchase price of $10,000,000. $2.50 per share, for approximately $405,000 (the "Private Placement").

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There are a number of risks that you should carefully consider before making an investment decision regarding this offering. These risks are discussed more fully in the section entitled " Risk Factors " beginning on page 10 11 of this prospectus. You should read and carefully consider these risks and all of the other information in this prospectus, including our financial statements, pro forma combined financial statements and the related notes thereto included in this prospectus, before deciding whether to invest in our securities. If any of these risks actually occur, our business, financial condition, operating results and cash flows could be materially and adversely affected. In such case, the trading price of our securities would likely decline, and you may lose all or part of your investment. These risk factors include, but are not limited to:

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Implications of Being an Emerging Growth Company and a Foreign Private Issuer We are an "emerging growth company", as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the "JOBS Act"). As such, we are eligible to take advantage of specified reduced reporting and other requirements that are otherwise applicable generally to reporting companies that make filings with the U.S. Securities and Exchange Commission (the "SEC"). For so long as we remain an emerging growth company, we will not be required to, among other things:

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disclose certain executive compensation related items; and

disclose certain executive compensation related items, to the extent applicable to our Company as a foreign private issuer; and seek shareholder non-binding advisory votes on certain executive compensation matters and golden parachute arrangements, to the extent applicable to our Company as a foreign private issuer.

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The offering 15 changes

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Common Shares at an offering price of $ per Common Share.

Public Offering Price

The assumed public offering price is $ per Common Share.

4,000,000 Common Shares (or 4,600,000 Common Shares if the underwriters exercise their over-allotment option in full) Public Offering Price The assumed public offering price is $5.00 per Common Share, which is the midpoint of the price range set forth on the cover page of this prospectus.

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24,567,128 Common Shares.

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28,567,128 Common Shares (or 29,167,128 Common Shares if the underwriters exercise the over-allotment option in full).

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This offering is being conducted on a firm commitment basis. The underwriters are obligated to take and pay for all of the Common Shares if any such shares are taken. We have granted to the underwriters an option for a period of 45 days from the date of this prospectus to purchase up to 600,000 additional Common Shares from us at the initial public offering price, less the underwriting discounts and commissions, to cover over-allotments, if any.

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We will issue to Boustead Securities, LLC (the "Representative"), the representative of the underwriters, or its permitted designees warrants to purchase up to 280,000 Common Shares (or 322,000 Common Shares if the underwriters exercise their over-allotment option in full). The Representative's warrants will have an exercise price equal to the per Common Share public offering price, will be exercisable for a five year period commencing from the effective date of the registration statement of which this prospectus forms a part.

We estimate that the net proceeds to us from this offering will be approximately $ , $17.8 million, assuming an initial public offering price of $ $5.00 per Common Share, after deducting the underwriting discounts and commissions and estimated offering expenses payable by us. We intend to use these proceeds for acquisitions, capital expenditures (including without limitation the construction of our planned greenhouse, post-harvest drying and extraction facilities at Bophelo), working capital, and general corporate purposes. See the " Use of Proceeds " and " Certain Relationships and Related Party Transactions " sections of this prospectus.

Our Company, our directors, executive officers and beneficial holders of 5% 1% or more of our Common Shares have agreed with the Representative not to offer, issue, sell, contract to sell, encumber, grant any option for the sale of, or otherwise dispose of, any of our securities for a period of 365 days from the date on which the trading of our Common Shares on Nasdaq commences, subject to certain exceptions. Additionally, certain other holders of our Common Shares have agreed to enter into lock-up agreements with us and the Representative. See " Underwriting " for more information.

We intend to qualify our Common Shares for listing on The Nasdaq Capital Market under the symbol "AKAN." The approval of our listing on Nasdaq is a condition of closing this offering.

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Investing in our securities is highly speculative and involves a high degree of risk . You should carefully read and consider the information set forth under the heading " Risk Factors " beginning on page 11 , and all other information contained in this prospectus, before deciding to invest in our securities.

The number of Common Shares to be outstanding immediately after this offering does not include:

up to 600,000 Common Shares issuable upon the exercise in full by the underwriters of their option to purchase additional securities from us, (b) up to 322,000 Common Shares issuable upon the exercise in full of the Representative's warrants; and (c) 5,394,976 Common Shares reserved for future issuance under our Stock Option Plan (the "Plan") as well as any automatic evergreen increases in the number of Common Shares reserved for future issuance under our Plan.

Except as otherwise indicated, all information in this prospectus assumes no exercise by the underwriters of their option to purchase additional Common Shares from us.

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Investing in our securities is highly speculative and involves a high degree of risk . You should carefully read and consider the information set forth under the heading " Risk Factors " beginning on page 10 , and all other information contained in this prospectus, before deciding to invest in our securities.

The number of Common Shares to be outstanding immediately after this offering does not include:

up to Common Shares issuable upon the exercise in full by the underwriters of their option to purchase additional securities from us, (b) Common Shares upon exercise of outstanding stock options which are exercisable at a weighted average exercise price of $ per share, and (c) 5,394,976 Common Shares reserved for future issuance under our Stock Option Plan (the "Plan") as well as any automatic evergreen increases in the number of Common Shares reserved for future issuance under our Plan.

Except as otherwise indicated, all information in this prospectus assumes no exercise by the underwriters of their option to purchase additional Common Shares from us.

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Akanda was only recently incorporated to be a holding company. Each of our operating subsidiaries, Bophelo and Canmart, has a very limited operating history and has generated minimal revenue. Bophelo was formed and commenced operations in 2018 and has primarily engaged in construction and preparation activities since its inception. Bophelo has made only one sale of cannabis flower to a local buyer in March 2021 to date and generated sales revenue of $nil in the nine-month period ended September 30, 2021. Canmart was formed in 2018 and commenced operations in 2020. Canmart generated sales revenue of approximately $2,000 in 2020 and $17,359 in the nine-month period ended September 30, 2021. Following the completion of the Acquisition, we remain an early-stage company and will have limited financial resources and minimal operating cash flow. If we cannot successfully develop, manufacture and distribute our products, or if we experience difficulties in the development process, such as capacity constraints, quality control problems or other disruptions, we may not be able to develop or offer market-ready commercial products at acceptable costs, which would adversely affect our ability to effectively enter the market or expand our market share. A failure by us to achieve a low-cost structure through economies of scale or improvements in cultivation, manufacturing or distribution processes would have a material adverse effect on our commercialization plans and our business, prospects, results of operations and financial condition.

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Bophelo currently depends on purchases quality cannabis seeds primarily from OG DNA Genetics Inc. for the supply of quality cannabis seeds. If for any reason the supply and also from other reputable suppliers of cannabis seeds is ceased or delayed, we would have to seek alternate suppliers and obtain all necessary authorization for the new seeds. genetics based in Europe. If replacement seeds cannot be obtained at comparable prices, or at all, or if the necessary authorizations are not obtained, our business, financial condition and results of operations would be materially and adversely affected. Our operations could be materially and adversely affected if the supply of cannabis seeds is ceased or delayed and we do not find replacement suppliers and obtain all necessary authorizations.

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We may be subject to various potential conflicts of interest because of the fact that some of our officers and directors may be engaged in a range of business activities. In addition, our executive officers and directors may devote time to their outside business interests, so long as such activities do not materially or adversely interfere with their duties to us. In some cases, our executive officers and directors may have fiduciary obligations associated with these business interests that interfere with their ability to devote time to our business and affairs and that could adversely affect our operations. These business interests could require significant time and attention of our executive officers and directors. For example, our Executive Chairman, Ms. Mojela controls the MMD Trust which leases premises to Bophelo. See a discussion of the Investor Rights Agreement under " Certain Relationships and Related Party Transactions — Our Transactions with Executive Chairman."

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We expect the net proceeds from this offering to be $ $17.8 million (or $ $20.0 million if the underwriters exercise in full their option to purchase up to 600,000 additional Common Shares from us) before deducting offering expenses payable by us. We expect that the net proceeds from this offering will be sufficient to fund our current operations at least through the end of 2022. However, our operating plan may change as a result of many factors currently unknown to us, and we may need to seek additional funds sooner than planned, through public or private equity or debt financings, government or other third-party funding, marketing and distribution arrangements and other collaborations, strategic alliances or a combination of these approaches. Raising funds in the current economic environment may present additional challenges. It is not certain that we have accounted for all costs and expenses of future development and regulatory compliance. Even if we believe we have sufficient funds for our current or future operating plans, we may seek additional capital if market conditions are favorable or if we have specific strategic considerations.

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We have a significant shareholder, Halo. Philip van den Berg, the Chief Financial Officer and a director of Halo, is currently serving as Halo's appointee to our Board of Directors pursuant to the Investor Rights Agreement. See a discussion of the Investor Rights Agreement under " Prospectus Summary — Our History and Relationship with Halo ." As of the date of this prospectus, Halo owns approximately % 47.4% of our outstanding Common Shares. Following this offering, assuming all of the Common Shares offered hereby are sold (assuming no exercise by the underwriters of their option to purchase additional Common Shares) and conversion of the Debenture at a conversion price of $5.00 per share (the midpoint of the price range set forth on the cover page of this prospectus), we anticipate that Halo will own approximately % 43.2% of our outstanding Common Shares. Accordingly, Halo exerts and may continue to exert significant influence over us and any action requiring the approval of the holders of our Common Shares, such as election of directors, amendments to our organizational documents, and approval of significant corporate transactions. This concentration of ownership may prevent or discourage unsolicited acquisition proposals or offers for our Common Shares that you may feel are in your best interest as one of our shareholders. Furthermore, the interests of Halo may not always coincide with your interests or the interests of other shareholders and Halo may act in a manner that advances its best interests and not necessarily those of other shareholders. Additionally, our directors, Mr. Kié and Ms. Mojela each served as a director of Halo from October 2020 to July 2021, and July 2020 to July 2021, respectively. While our board does not believe any inherent conflict of interest exists due to each of Mr. Kie and Ms. Mojela's role as directors of Halo, there may still be an appearance of a conflict of interest due to their prior roles.

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The initial public offering price of our Common Shares will be substantially higher than the pro forma as adjusted net tangible book value per share of our Common Shares immediately after the completion of this offering. You will suffer immediate and substantial dilution in the net tangible book value of the Common Shares you purchase in this offering. Based on the initial public offering price of $ $5.00 per Common Share, which is the midpoint of the price range set forth on the cover page of this prospectus, and the sale of 4,000,000 Common Shares (after deducting estimated offering expenses), purchasers of Common Shares in this offering will experience dilution of approximately $ $4.32 per Common Share (not including the over-allotment of up to an additional 600,000 Common Shares if the full over-allotment option is exercised by the underwriters) in net tangible book value of the Common Shares.

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Ownership of our Common Shares may be considered unlawful in some jurisdictions and holders of our Common Shares may consequently be subject to liability in such jurisdictions.

Receiving financial benefit directly or indirectly as a result of ownership of Common Shares may be subject to anti-money laundering laws in the United Kingdom.

Cannabis-related financial transactions, including investment in the securities of cannabis companies and receipt of any associated benefits, such as dividends, could be subject to anti-money laundering laws in the U.K., specifically the Proceeds of Crime Act, however the application of these laws is still developing.

Cannabis-related financial transactions, including investment In the securities of cannabis companies and receipt of any associated benefits, such as dividends, are currently subject to anti-money laundering and a variety of other laws that vary by jurisdiction, many of which are unsettled and still developing. While the interpretation of these laws is unclear, in some jurisdictions, U.K., financial benefit directly or indirectly arising from conduct that would be considered unlawful if it were to take place in such jurisdiction the U.K. may be viewed to be within the purview of these laws, and persons receiving any such benefit, including investors in an applicable jurisdiction, may be subject to liability under such laws. Each prospective investor should therefore contact his, her or its own legal advisor regarding the ownership of our Common Shares and any related potential liability. The Proceeds of Crime Act is further discussed on pages 23 and 65.

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As of the date of this prospectus, our executive officers, directors and significant shareholder, Halo, represent beneficial ownership, in the aggregate, of approximately % 68.1% of our outstanding Common Shares. Immediately following the completion of this offering, and disregarding any Common Shares that they purchase in this offering, if any, the existing holdings of our executive officers, directors, significant shareholder, Halo, and their affiliates will represent beneficial ownership, in the aggregate, of approximately % 60.1% of our outstanding Common Shares. As a result, these shareholders may be able to influence our management and affairs and control the outcome of matters submitted to our shareholders for approval, including the election of directors and any sale, merger, consolidation, or sale of all or substantially all of our assets. These shareholders may have interests with respect to their Common Shares that are different from those of investors in this offering, and the concentration of voting power among one or more of these shareholders may have an adverse effect on the price of our Common Shares. In addition, this concentration of ownership might adversely affect the market price of our Common Shares by:

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Use of proceeds 4 changes

We estimate that we will receive approximately $ $17.8 million (based on an assumed initial public offering price of $5.00 per share, which is the midpoint of the price range set forth on the cover page of this prospectus) in net proceeds from the sale of 4,000,000 Common Shares offered by us in this offering, (or approximately $ million if the underwriters exercise in full their over-allotment option to purchase up to additional Common Shares from us), based on an assumed public offering price of $ per Common Share, after deducting the underwriting discounts and commissions and estimated offering expenses of approximately $ $2.2 million payable by us.

The underwriters have an option to purchase up to 600,000 additional Common Shares at the public offering price less the underwriting discounts and commissions within 45 days after the date of this prospectus to cover-allotments, if any. Exercise by the underwriters of this option in full would result in additional net proceeds to us of approximately $2.2 million.

We intend to use the net proceeds from this offering for property, plant and equipment, operations, working capital, and general corporate purposes. Property, plant and equipment include the construction of a 1 hectare forced air greenhouse, greenhouses estimated at $3.5 million, an EU GMP post-harvest drying facility estimated at $1.5 million, and an EU GMP extraction facility estimated at $2 million.

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Each $1.00 increase (decrease) in the assumed initial public offering price of $ $5.00 per Common Share (the midpoint of the price range set forth on the cover page of this prospectus) would increase (decrease) the net proceeds to us from this offering by approximately $ $3.7 million, assuming the number of Common Shares offered by us, as set forth on the cover page of this prospectus, remains the same, and after deducting the underwriting discounts and commissions payable by us. We may also increase or decrease the number of Common Shares we are selling in this offering. An increase (decrease) of 1,000,000 in the number of Common Shares offered by us in this offering, as set forth on the cover page of this prospectus, would increase (decrease) the net proceeds to us from this offering by approximately $ $4.6 million, assuming the assumed initial public offering price of $ $5.00 per Common Share (the midpoint of the price range set forth on the cover page of this prospectus) remains the same, and after deducting the underwriting discounts and commissions payable by us.

1 unchanged paragraph

Capitalization 15 changes

on a pro forma basis to give effect to the conversion of the Debenture assuming a conversion price equal to an assumed initial public offering price of $ per Common Share in this offering (the midpoint of the price range set forth on the cover page of this prospectus);

The following table sets forth our cash and cash equivalents, debt and capitalization as of , September 30, 2021:

on a pro forma basis to give effect to (i) the conversion of the Debenture assuming a conversion price equal to an assumed initial public offering price of $5.00 per Common Share in this offering (the midpoint of the price range set forth on the cover page of this prospectus); (ii) on a pro forma basis to give effect to the issuance of 2,280,400 Common Shares pursuant to the completion of the Private Placement at a price of $2.50 per Common Share, after deducting underwriting discounts and commissions and estimated related expenses payable by us; (iii) on a pro forma basis to give effect to the issuance of 880,000 shares at a price of $2.50 per Common Share to settle the Bridge Loan Facility; (iv) the issuance of 869,963 Common Shares to the ESG Trust, (v) the issuance of 13,129,212 Common Shares to Halo pursuant to the acquisition of Cannahealth Ltd, Bophelo Holdings Ltd, Canmart Ltd and Bophelo Bio Science and Wellness (Pty) Ltd. • on a pro forma, as adjusted, basis to give effect to the above and the issuance of 4,000,000 Common Shares in this offering at an assumed initial public offering price of $ $5.00 per Common Share (the midpoint of the price range set forth on the cover page of this prospectus), after deducting underwriting discounts and commissions and estimated offering expenses payable by us, as set forth in this prospectus.

1 unchanged paragraph

As of 30 September, 2021

(in thousands, [thousands/millions], except share amounts)

2 unchanged paragraphs

Total non-current liabilities

1 unchanged paragraph

Common Shares, without par value, ; shares

authorized; shares outstanding, actual; shares

outstanding, pro forma; shares outstanding, pro forma as

Common Shares (28,136,797 issued, unlimited

Underwriter fee arrangement warrants issued

1 unchanged paragraph

Other comprehensive income

2 unchanged paragraphs

Based on the exchange rate of , 15.33, which was the foreign exchange rate on , September 30, 2021, as reported by the U.S. Federal Reserve South African Revenue Service in its published historical rates for the South African Rand, as updated on , and as used in our unaudited financial statements as of , September 30, 2021.

Excludes (i) Common Shares upon exercise of outstanding stock options which are exercisable at a weighted average exercise price of $ per share, and (ii) 5,394,976 Common Shares reserved for future issuance under our Plan as well as any automatic evergreen increases in the number of Common Shares reserved for future issuance under our Plan.

The number of Common Shares on a pro forma as adjusted basis excludes Common Shares issuable upon exercise of warrants to be issued to the Representative of the underwriters as part of this offering at an exercise price of $ $6.25 (assuming an initial public offering price of $ $5.00 per share (the midpoint of the price range set forth on the cover page of this prospectus)).

Dilution 9 changes

1 unchanged paragraph

Our historical net tangible book value per Common Share is determined by dividing our net tangible book value, which is the book value of our total tangible assets less the book value of our total liabilities, by the number of outstanding Common Shares. As of , September 30, 2021, the historical net tangible book value of our Common Shares was $ , ($11,540,241), or $ ($1.89) per Common Share.

After giving effect to the (i) conversion of the Debenture assuming a conversion price equal to an assumed initial public offering price of $ $5.00 per Common Share in this offering (the midpoint of the price range set forth on the cover page of this prospectus), (ii) sale by us of 4,000,000 Common Shares in this offering at an assumed initial public offering price of $ $5.00 per Common Share and (the midpoint of the price range set forth on the cover page of this prospectus), (iii) the settlement of the bridge loan facility owing to Ms. Mojela by way of an issuance of 880,000 Common Shares, (iv) the sale by us of 2,280,400 Common Shares in a private placement at an offering price of $2.50 per share, after deducting underwriting discounts and commissions, and (v) the issuance of 869,963 Common Shares to the ESG Trust and (vi) receipt by us of the net proceeds of this offering, after deduction of the underwriting discounts and commissions and the estimated offering expenses payable by us, our pro forma, as adjusted net tangible book value as of , September 30, 2021 would have been $ , $19,567,899, or $ $0.68 per Common Share. The pro forma, as adjusted net tangible book value per Common Share immediately after the offering is calculated by dividing the pro forma, as adjusted net tangible book value of $ $19,567,899 by 19,567,899 Common Shares (which is the pro forma, as adjusted Common Shares outstanding as of , September 30, 2021). The difference between the initial public offering price per Common Share and the pro forma, as adjusted net tangible book value per Common Share represents an immediate increase in net tangible book value of $ $4.32 per Common Share to our existing shareholders, and an immediate dilution in net tangible book value of $ $4.32 per Common Share to purchasers of Common Shares in this offering.

2 unchanged paragraphs

Net tangible book value per Common Share before this offering (as of September 30, (1.89 ) 2021) $ Increase in net tangible book value per Common Share attributable to existing shareholders due to the issuance of Common Shares after , September 30, 2021 $ (0.42 ) Pro forma net tangible book value per Common Share before this offering (as of , September 30, 2021) $ (0.07 ) Increase in net tangible book value per Common Share attributable to purchasers in this offering $ 0.61 Pro forma, as adjusted net tangible book value per Common Share immediately after this offering $ 0.68 Dilution in pro forma, as adjusted net tangible book value per Common Share to purchasers in this offering $ 4.32 Each $1.00 increase (decrease) in the assumed initial public offering price of $ $5.00 per Common Share (the midpoint of the price range set forth on the cover page of this prospectus) would increase (decrease) the pro forma, as adjusted net tangible book value per Common Share immediately after this offering by $ , $3,680,000, and the dilution in pro forma, as adjusted net tangible book value per Common Share to purchasers in this offering by $ , $0.87, assuming the number of Common Shares offered by us, as set forth on the cover page of this prospectus, remains the same, and after deducting the underwriting discounts and commissions payable by us.

We may also increase or decrease the number of Common Shares we are selling in this offering. An increase (decrease) of 1,000,000 in the number of Common Shares offered by us in this offering, as set forth on the cover page of this prospectus, would increase (decrease) the pro forma, as adjusted net tangible book value per Common Share immediately after this offering by $ , $4,600,000, and the dilution in pro forma, as adjusted net tangible book value per Common Share to purchasers in this offering by $ , ($0.13), assuming the assumed initial public offering price of $ $5.00 per Common Share (the midpoint of the price range set forth on the cover page of this prospectus) remains the same, and after deducting the underwriting discounts and commissions payable by us.

The table and information above assume no exercise by the underwriters of their option to purchase additional Common Shares in this offering. If the underwriters exercise in full their option to purchase up to 600,000 additional Common Shares from us, the pro forma, as adjusted net tangible book value per Common Share immediately after this offering would be $ $0.77 per Common Share, and the dilution in pro forma, as adjusted net tangible book value per Common Share to purchasers in this offering would be $ $4.23 per Common Share, in each case assuming an assumed initial public offering price of $ $5.00 per Common Share (the midpoint of the price range set forth on the cover page of this prospectus), and after deducting the underwriting discounts and commissions and estimated offering expenses payable by us.

The following table summarizes, as of , September 30, 2021, on an adjusted pro forma basis as described above, the number of Common Shares acquired or to be acquired, and the total consideration and the average price per Common Share (i) paid to us by existing shareholders and (ii) to be paid by new investors purchasing Common Shares in this offering at an assumed initial public offering price of $ $5.00 per Common Share (the midpoint of the price range set forth on the cover page of this prospectus), before deducting underwriting discounts and commissions and estimated offering expenses payable by us.

2 unchanged paragraphs

Each $1.00 increase (decrease) in the assumed initial public offering price of $ $5.00 per Common Share (the midpoint of the price range set forth on the cover page of this prospectus) would increase (decrease) the total consideration paid by purchasers in this offering and the weighted average price per share paid by all shareholders by $ $3,680,000 and $ $0.14 per share, respectively, and in the case of an increase, would increase the percentage of total consideration paid by purchasers in this offering by %, 4.40%, and in the case of a decrease, would decrease the percentage of total consideration paid by purchasers in this offering by %, 5.14%, assuming the number of Common Shares offered by us, as set forth on the cover page of this prospectus, remains the same, and after deducting the underwriting discounts and commissions payable by us.

Similarly, an increase (decrease) of 1,000,000 in the number of Common Shares offered by us in this offering, as set forth on the cover page of this prospectus, would increase (decrease) the total consideration paid by purchasers in this offering and the weighted average price per share paid by all shareholders by $ $4,600,000 and $ $0.18 per share, respectively, and in the case of an increase, would increase the percentage of total consideration paid by purchasers in this offering by %, 5.41%, and in the case of a decrease, would decrease the percentage of total consideration paid by purchasers in this offering by %, 6.56%, assuming the assumed initial public offering price of $ $5 per Common Share remains the same, and after deducting the underwriting discounts and commissions payable by us.

The table and information above assume no exercise by the underwriters of their option to purchase additional Common Shares in this offering. If the underwriters exercise in full their option to purchase up to 600,000 additional Common Shares from us, the number of Common Shares underlying the Common Shares held by purchasers in this offering would be increased to 4,600,000 Common Shares, or % 42.02% of the total number of Common Shares outstanding immediately after this offering, and the percentage of Common Shares held by our existing shareholders would be reduced to % 57.98% of the total number of Common Shares outstanding immediately after this offering.

MD&A 136 changes

1 unchanged paragraph

We are a cannabis cultivation, manufacturing and distribution company whose mission is to provide premium quality and ethically sourced medical cannabis products to patients worldwide. We are an early stage, emerging growth company headquartered in London, the United Kingdom. We have a limited operating history and minimal revenues to date.

Akanda was incorporated in July 2021 in connection with Halo's plan to reorganize its medical cannabis market focused international business assets. On September 29, 2021, we entered into a share purchase agreement with Halo, pursuant to which we acquired such assets and as a result, Cannahealth, Bophelo Holdings, Canmart and Bophelo became our wholly-owned subsidiaries as of the closing of the transaction on November 3, 2021. Please see a discussion of the Acquisition and the diagram summarizes our legal entity structure following the closing of the Acquisition and the Halo Transfer under " Prospectus Summary — Our History and Relationship with Halo ."

Akanda, Cannahealth and Bophelo Holdings are holding companies which had no operations trading related operational activities to date, other than commercial activities which are solely related to their function as group and intermediate holding companies respectively.

1 unchanged paragraph

Canmart commenced importing and distributing CBPMs in 2020 and has generated a small amount of revenue (less than $10,000) $25,000) since its inception resulting from the sale of CBPMs to patients in the United Kingdom. Under the current controlled drugs regulatory regime, Canmart is only able to supply to dispensing pharmacists, clinics and other wholesale distributors. However, Canmart's intention is to establish direct sales channels to patients through Canmart owned and operated clinics and pharmacies.

16 unchanged paragraphs

During the period from July 16, 2021 (inception) through August 31, 2021, Akanda issued a total of share capital of $250,001. On August 26, 2021, the Company sold 468,900 Common Shares to an accredited investor at a subscription price of $0.53 and received $250,000 in gross proceeds in a private placement in reliance on Section 4(a)(2) of the Securities Act or Regulation D promulgated thereunder. Boustead Securities, LLC served as the placement agent for the Seed Financing and waived any commission for this transaction.

During the period from July 16, 2021 (inception) through August 31, 2021, Akanda issued a total of share capital of $250,001. Shortly after the formation of Akanda on July 16, 2021, Akanda issued a total of 5,626,805 Common Shares at a price of $0.0000001 each to Louisa Mojela (1,875,602 Common Shares), Tejinder Virk (1,875,602 Common Shares) and Raj Beri (includes 937,801 Common Shares held of record by ERB Investment Holdings, LLC and 937,801 Common Shares held of record by S&G Holdings, Ltd. Both ERB Investment Holdings, LLC and S&G Holdings, Ltd. are wholly owned and controlled by Raj Beri).

2 unchanged paragraphs

In November 2021, the Company completed the initial closing of a private placement to accredited investors of 2,126,400 Common Shares, at a purchase price of $2.50 per share, for approximately $5,316,000 in gross proceeds and on January 17, 2022, the Company completed a second closing to accredited investors of 154,000 Common Shares at a purchase price of $2.50 per share, for approximately $385,000 (the "Private Placement"). An additional closings and final closing of the offering may be held until November 29, 2021, subject to the Company's option to extend took place on January 26, 2022 for additional 60 days, to raise up to a maximum aggregate amount further subscription of $10,000,000. 4,000 common shares and $19,982 in gross proceeds.

5 unchanged paragraphs

Reporting Period from July 16, 2021 (inception) through September 30, 2021 The following table sets forth key components of Akanda's results of operations for the reporting period from July 16, 2021 (inception) through September 30, 2021.

July 16, 2021 (Inception) to

Accounting and audit fees

Directors' remuneration

Total operating expenses

Foreign exchange gains

Other comprehensive loss

Net and comprehensive loss

As a holding company, Akanda had not had any trading related operations to date, other than transactions incurred in relation to its function as a holding company for group entities. During the period ended September 30, 2021, it had incurred legal expenses of $39,474 as a result of corporate activity and transaction related legal fees in respect of the acquisition of Cannahealth Limited which was concluded on or around November 3, 2021.

Akanda incurred consulting fees of $32,904 which related to advisory fees paid to our underwriters in connection with the private placement and the offering.

Directors remuneration costs of $12,275 was incurred in relation to non-executive director fee accruals which commenced with effect from September 1, 2021.

The Company also incurred accounting and audit fees of $16,822 during the period ending September 30, 2021 in relation to the preparation and of the Company's audited financial statements.

Liquidity and Capital Resources

Our principal liquidity requirements are for working capital and capital expenditures. Historically, we funded our liquidity requirements primarily through cash on hand which is from the issuance of shares. We did not have, during the reporting period, and we do not currently have any contractual obligations for ongoing capital expenditures.

The following table summarizes our cash flows from operating, investing and financing activities for the period ended September 30, 2021:

Cash used in operating activities

Cash used in investing activities

Cash provided by financing activities

Cash Flows from Operating Activities

During the period from July 16, 2021 (inception) through September 30, 2021, Akanda's working capital investment decreased by $92,055 as a result of an increase in accounts payable relating to accrued legal, consulting and audit fees. After taking this net working capital movement into consideration, the Company's net use of cash to fund operating activities, after considering the effects of foreign exchange movements recorded in profit and loss, was $9,420.

Cash Flows from Financing Activities

Share Capital and Seed Financing

During the period from July 16, 2021 (inception) through September 30, 2021, Akanda issued a total of share capital of $250,001. Shortly after the formation of Akanda on July 16, 2021, Akanda issued a total of 5,626,805 Common Shares at a price of $0.0000001 each to Louisa Mojela (1,875,602 Common Shares), Tejinder Virk (1,875,602 Common Shares) and Raj Beri (includes 937,801 Common Shares held of record by ERB Investment Holdings, LLC and 937,801 Common Shares held of record by S&G Holdings, Ltd. Both ERB Investment Holdings, LLC and S&G Holdings, Ltd. are wholly owned and controlled by Raj Beri). On August 26, 2021, the Company sold 468,900 Common Shares to an accredited investor at a subscription price of $0.53 and received $250,000 in gross proceeds in a private placement in reliance on Section 4(a)(2) of the Securities Act or Regulation D promulgated thereunder. Boustead Securities, LLC served as the placement agent for the Seed Financing and waived any commission for this transaction.

During the period from July 16, 2021 (inception) through September 30, 2021, Akanda received a loan from Halo in the amount of $4,226 to pay certain legal expenses. This loan is repayable on demand and bears no interest.

In November 2021, the Company issued 880,000 Common Shares, at a price of $2.50 per share, to Louisa Mojela, our Executive Chairman, to settle Bophelo's indebtedness to her in the aggregate amount of $2,200,000 under the Mojela Bridge Financing Facility. See " Certain Relationships and Related Party Transactions — Our Transactions with Our Executive Chairman ."

In November 2021, the Company completed an initial first closing of a private placement to accredited investors of 2,126,400 Common Shares, at a purchase price of $2.50 per share, for approximately $5,316,000 in gross proceeds and on January 17, 2022, the Company completed a second closing to accredited investors of 154,000 Common Shares at a purchase price of $2.50 per share, for approximately $385,000 (the "Private Placement"). An additional and final closing of the offering took place on January 26, 2022 for a further subscription of 4,000 common shares and $19,982 in gross proceeds.

On September 28, 2021, Halo Collective Inc. ("Halo"), entered into a share purchase agreement (the "Purchase Agreement") with Akanda Corp. in connection with the sale and purchase of its international assets (the "Transaction"). These international assets comprise Halo's investments in Bophelo Bio Science & Wellness (Pty) Ltd, Canmart Ltd., Bophelo Holdings Ltd. and Cannahealth Ltd. The Purchase Agreement became unconditional on or around 3 November 2021 and the Transaction with Halo was successfully completed.

Prior to the completion of the Transaction, Halo completed an internal reorganization, pursuant to which Halo's international assets in the UK & Lesotho namely Canmart Ltd, Bophelo Holdings Ltd and Bophelo Bio Science & Wellness (Pty) became, directly or indirectly, wholly owned subsidiaries of Cannahealth Ltd. In accordance with the terms of the Purchase Agreement, Halo sold 100% of the issued and outstanding shares of Cannahealth Ltd to the Company in exchange for 13,129,212 common shares in the capital of the Company ("Akanda Shares"), representing aggregate consideration of USD $13,129,212.

In conjunction with the Transaction, Akanda entered into a secured convertible debenture agreement with Halo on or around November 3, 2021. The debenture agreement has a principal amount of USD 6,559,294 and bears interest at a rate of 1% per annum. The amount due to Halo pursuant to the debenture agreement, comprising the principal amount and accrued interest payable respectively, ranks as a senior obligation of the Company in preference to other creditors. The debt is secured by way of a pledge of the Company's shareholding in Cannahealth Ltd as well as by a general security interest granted to Halo in the assets of the Company, with the exception of any ownership interest or securities indirectly owned by the Company in Bophelo Bio Science & Wellness (Pty) Ltd. The debt is subject to automatic conversion into common shares of the Company upon the occurrence of a triggering event, which includes an initial public offering of the Company's securities or an amalgamation, merger or takeover of the Company by a third party, and is repayable by November 2, 2022. In addition to automatic conversion in terms of the triggering event, the debenture is convertible into common shares of the Company at its own election. In the event of the debenture being converted to common shares of the Company as a result of a triggering event or at election of the Company, the conversion price shall be the current market price of the Company at the time of the occurrence of the triggering event, or in the case where no triggering event has taken place, then at the price of the last private placement of the Company where more than USD $1,000,000 has been raised.

Cannahealth was formed on July 1, 2020 in Malta and was intended to be a holding company. The discussion below regarding Cannahealth's historical financial condition and operation results is limited to the period since its inception to December 31, 2020, and the nine months ended September 30, 2021.

6 unchanged paragraphs

The following table summarizes our cash flows from operating, investing and financing activities:

9 unchanged paragraphs

Reporting Period from July 1, 2020 (inception) through September 30, 2020 and the Nine Months ended September 30, 2021 The following table sets forth key components of Cannahealth's results of operations for the reporting period from July 1, 2020 (inception) through September 30, 2020, and the nine months ended September 30, 2021.

July 1, 2020 (Inception) to

Other comprehensive income:

Foreign exchange loss

Net and comprehensive loss

As an intermediate holding company, Cannahealth has not undertaken any trading related operating activities since its inception on July 1, 2020, other than activities related to its function as an intermediate holding company. For the nine months ended September 30, 2021, Cannahealth incurred foreign exchange translation losses of $81 on translation of its Euro denominated cash holding at September 30, 2021.

Liquidity and Capital Resources

Cannahealth's principal liquidity requirements are for working capital. Historically, Cannahealth funded its liquidity requirements primarily through cash on hand which was from the issuance of shares.

The following table summarizes our cash flows from operating, investing and financing activities:

Cash used in operating activities

Cash used in investing activities

Cash provided by financing activities

Cash Flows from Financing Activities

On July 1, 2020, Cannahealth issued 1,200 shares for proceeds of $1,477. Cannahealth has not undertaken any other financing activities since July 1, 2020.

Critical Accounting Policies and Significant Judgments and Estimates

Please refer to Note 4 of Cannahealth's audited financial statements from July 1, 2020 (inception) through December 31, 2020 included in this prospectus.

Off-Balance Sheet Arrangements

Cannahealth did not have, during the reporting period, and does not currently have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditure or capital resources that is material to investors.

1 unchanged paragraph

Bophelo Holdings was formed on August 4, 2021 in England the United Kingdom as a holding company. The discussion below regarding Bophelo Holdings' historical financial condition and operation results is limited to the period since its inception to August 31, 2020.

5 unchanged paragraphs

The following table summarizes our cash flows from operating, investing and financing activities:

6 unchanged paragraphs

Please refer to Note 4 of Bophelo Holdings' audited financial statements from August 4, 2021 (inception) through August 31, 2021 and the unaudited condensed financial statements from August 4, 2021 (inception) through September 30, 2021 included in this prospectus.

2 unchanged paragraphs

Reporting Period from August 4, 2021 (inception) through September 30, 2021 The following table sets forth key components of our results of operations for the reporting period from August 4, 2021 (inception) through September 30, 2021.

Foreign exchange translation through other comprehensive loss (3 )

Net and Comprehensive loss

As a holding company, Bophelo Holdings had no operations to date. From inception (August 4, 2021) through to the period ending September 30, 2021, Bophelo Holdings incurred an exchange loss of $3 on translation of its cash balance of $135 from Great British Pounds to US Dollars at September 30, 2021.

The following table summarizes our cash flows from operating, investing and financing activities:

Liquidity and Capital Resources

Bophelo Holdings' principal liquidity requirements are for working capital. Historically, Bophelo Holdings funded its liquidity requirements primarily through cash on hand which was from the issuance of shares.

Cash used in operating activities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Cash used in investing activities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Cash provided by financing activities

Cash Flows from Financing Activities

On August 4, 2021, Bophelo Holdings issued 100 shares for $138. There have not been any further financing activities or cash transactions since that date through to the period ending September 30, 2021.

Critical Accounting Policies and Significant Judgments and Estimates

Please refer to Note 4 of Bophelo Holdings' audited financial statements from August 4, 2021 (inception) through August 31, 2021 and the unaudited condensed financial statements from August 4, 2021 (inception) through September 30, 2021 included in this prospectus.

Off-Balance Sheet Arrangements

Bophelo Holdings did not have, during the reporting period, and it does not currently have any off- balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditure or capital resources that is material to investors.

3 unchanged paragraphs

Year Ended December 31, 2020 Compared to the Year Ended December 31, 2019 and the Nine Months Ended September 30, 2021 and 30 September, 2020 The following table sets forth key components of Bophelo's results of operations for the year ended December 31, 2020 compared to the year ended December 31, 2019 and the nine months ended September 30, 2021 and September 30, 2020.

13 unchanged paragraphs

During the years ended December 31, 2020 and 2019, and through to the nine months ended September 30, 2021, Bophelo has not generated any revenue from its operations as it has been in a start-up phase since its inception in 2018 and has focused on developing its cultivation site in the Kingdom of Lesotho and cultivating cannabis for the purpose of optimizing its strain selection and cultivation practices, rather than for commercial purposes. Additionally, Bophelo has not yet completed a full cannabis harvest cycle under GACP accredited conditions. At present, Bophelo expects its first completed harvest under GACP accredited conditions to take place in March/April 2022. GACP accreditation is an important requirement to improve the prospects of Bophelo having the ability to find a commercial buyer for its harvested product.

1 unchanged paragraph

For the years ended December 31, 2020 and 2019, Bophelo incurred a net loss of $2,298,310 and $1,394,611, respectively, and a comprehensive loss of $2,147,568 and $1,437,176, respectively, which consisted primarily of consulting and professional fee expenses of $701,985 and $365,641, respectively, personnel expenses of $374,900 and $100,256, respectively, and general and administrative expenses of $201,768 and $166,515, respectively. The increase in net loss was due primarily to additional operating expenses being incurred to set up the business in Lesotho prior to the launch of commercial sales, which we expect to occur in 2022. For the nine months ended September 30 2021, Bophelo incurred a net loss of $3,666,300 and a comprehensive loss of $3,383,284 compared to a net loss and comprehensive loss of $1,544,103 and $939,201. The increase in losses compared to the years ended December 31, 2020 and 2019 is due to increased expenses relating to an uptake in operational and cultivating activities during the none months ended September 30, 2021, mainly as result of the build out of the shade cloth cultivation facility and other site ramp up and build out activities.

1 unchanged paragraph

Amortization and depreciation expenses increased from $198,824 for the year ended December 31, 2019 to $248,743 for the year ended December 31, 2020. The increase in the amortization and depreciation expenses recorded during the year was due to depreciation charges on additional items of property, plant and equipment that were acquired and brought into use during 2020. Additionally, a full 12 month's depreciation on Bophelo's right-of-use lease asset was recognized during 2020 compared to the prior year in which its right-of-use asset commenced in April 2019 upon the inception of the lease arrangement. For the nine months ended September 30, 2021, amortization and depreciation charges amounted to $231,427 ($173,971 in 2020) as a result of additional amortization and depreciation on intangible assets (the Company's cannabis operating license) and property, plant and equipment that was in place at January 1, 2021 as well due to additional depreciation on new additions to property, plant and equipment that took place during the nine months ended September 30, 2021.

1 unchanged paragraph

The consulting and professional fees incurred increased from $365,641 in the year ended December 31, 2019 to $701,985 for the year ended December 31, 2020. This increase in consulting and professional fees resulted from the increased operations relating to the set-up of the business in the Kingdom of Lesotho, as well as the corporate actions undertaken in connection with the sale of Bophelo to Halo pursuant to a purchase and sale agreement, which was closed in 2020 (the "Merger"). Furthermore, in 2020, Bophelo incurred professional fees in relation to the procurement of its GACP certification, which it obtained in August 2021. During the nine months ended September 30, 2021, Bophelo incurred a further $504,866 ($454,721 in 2020) in consulting and professional fees, primarily due to an increase in consulting fees related to the management and administration of Bophelo's business and operations in the Kingdom of Lesotho as a result of increased operational activity during the nine month period ending September 30, 2021.

1 unchanged paragraph

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25 unchanged paragraphs

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and 56 more changes in the filing

Business 21 changes

Akanda was incorporated in the Province of Ontario, Canada on July 16, 2021 in connection with the plan of Halo to reorganize its medical cannabis market focused international business assets. In September 2021, we entered into a share purchase agreement with Halo, a publicly-traded, vertically integrated multinational cannabis company (NEO: HALO) (OTCQX: HCANF) (Germany: A9KN). Pursuant to this agreement, we acquired all the issued and outstanding equity interests of Cannahealth from Halo. At the closing of the Acquisition on November 3, 2021, Cannahealth owned all the issued and outstanding equity interests of Canmart and Bophelo Holdings, which owned all the issued and outstanding equity interests of Bophelo. As a result of the Acquisition, both Bophelo and Canmart became our indirect wholly-owned subsidiaries. As consideration for this Acquisition, we issued 13,129,212 Common Shares to Halo at a price of $1.00 per share, resulting in Halo owning approximately 68.29% 68.3% of all our outstanding Common Shares at the closing of the Acquisition.

On November 12, 2021, Halo transferred 2,100,000 Common Shares to an unaffiliated party, 1306077B.C. LTD. (the "Halo Transferee"), which resulted in Halo owning 49.61% 49.6% of our issued and outstanding Common Shares (the "Halo Transfer"). The following diagram summarizes our legal entity structure following the closing of the Acquisition and the Halo Transfer. Assuming the number of Common Shares offered by us, as set forth on the cover page of this prospectus is sold in this offering, Halo will own approximately % 43.2% of our issued and outstanding Common Shares at the closing of this offering.

We are a cannabis cultivation, manufacturing and distribution company whose mission is to provide premium quality and ethically sourced medical cannabis products to patients worldwide. We are an early stage, emerging growth company headquartered in London, the United Kingdom. We have a limited operating history and minimal revenues to date. Following the completion of the Acquisition, Canmart and Bophelo became our indirect wholly-owned subsidiaries. We expect to expand their local operations and develop sales channels of our medicinal-grade cannabis products and cannabis based medical and wellness products in international markets and in particular, in Africa and Europe.

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Expanding our geographic footprint . While we currently import and sell CBPMs sourced from third parties to dispensing pharmacists, clinics and other wholesale distributors in the United Kingdom, our plan is to establish direct sales channels to patients through Canmart owned and operated clinics and pharmacies in the United Kingdom. We are also working towards expanding sales of cannabis products produced by Bophelo to international markets, subject to regulatory conditions in such countries.

Our goal is to become a market leader in the cultivation, processing and supply of ethically sourced, medicinal-grade cannabis products and cannabis based medical and wellness products for international markets. Our primary strategies to achieve our goals include:

Expanding our production capacity . In the near term, our primary strategy is to expand our production capacity as quickly as possible at Bophelo. We plan to take advantage of the favorable cultivation conditions in the Kingdom of Lesotho to achieve economies of scale in our production of premium quality cannabis products, within the confines of market forces such as customer demand and pricing, as well as regulatory hurdles that may impede our ability to access foreign markets or which may slow overall market growth.

Expanding our geographic footprint . While we currently import and sell cannabis-based products for medicinal use ("CBPMs") sourced from third parties to dispensing pharmacists, clinics and other wholesale distributors in the United Kingdom, our plan is to establish direct sales channels to patients through Canmart owned and operated clinics and pharmacies in the United Kingdom. Medical cannabis is currently scheduled as a "Schedule 2" unlicensed medicine and, as such, can only be prescribed by or under the care of a specialist medical practitioner. Furthermore, regulatory authorities in the United Kingdom require cannabis dispensing clinics to obtain a license from the Care Quality Commission ("CQC"). The CQC regulates clinics and conducts frequent audits and inspections to ensure compliance with license terms. Given the regulatory environment in the United Kingdom, we intend to achieve our plan to establish direct sales channels to patients by acquiring established clinics and pharmacies that are dispensing medical cannabis products in the United Kingdom, however, this strategy is dependent on identifying potential targets, negotiating acceptable purchase price and other conditions based on revenues, number of patients and size of the local market, and complying with any regulatory and licensing requirements. To that end, we recently entered into a non-binding letter of intent to acquire 100% of the issued and outstanding ordinary shares of Cellen Limited, a United Kingdom based provider of pain-focused clinical services for GBP £10 million (USD $13.361 million) in common shares of the Company. We are also working towards expanding sales of cannabis products produced by Bophelo to international markets, subject to regulatory conditions in such countries.

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Ethical sourcing Strong Partnership with Local Communities . We are committed to ESG performance in our operations, with a particular focus on empowering women and vulnerable persons in local African communities where Bophelo operates. We believe our ESG commitments and practices efforts will enable us to build strong partnerships with the communities in which we operate, enhance the reputation of our brands and benefit our long-term growth.

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Agreements with Cellen Limited

On October 1, 2021, we entered into a memorandum of understanding with Cellen Limited ("Cellen"). Cellen is a medical cannabis supplier to Project Twenty21, a large-scale medical cannabis observational study in the United Kingdom. In addition, Cellen also owns and operates digital pain clinic: Leva Clinic, which is licensed and regulated by the Care Quality Commission ('CQC') in the United Kingdom. The purposes of the memorandum of understanding is to establish a formal working relationship to optimize medical cannabis supply chain activities across Cellen and the Company's business interests, to consistently increase supply and choice for patients in the United Kingdom.

On October 5, 2021, we entered into a non-binding letter of intent to acquire 100% of the issued and outstanding ordinary shares of Cellen for GBP £10 million (USD $13.361 million) through the issuance of our common shares. The transaction is subject to completion of due diligence, negotiation of definitive agreements, completion of financial audits by Cellen, approval of the board and shareholders of Cellen and any necessary regulatory and third party approvals.

On December 1, 2021, we entered into a bridge loan facility with Cellen whereby we agreed to extend a line of credit of USD $500,000 to Cellen , secured by all of the assets of Cellen. Amounts drawn down will be subject to interest of five percent per annum compounded monthly. To date, Cellen has borrowed approximately $136,600 under the facility. All amounts borrowed under the facility shall be due no later than December 31, 2022. The Company shall have the option to convert any amounts borrowed under the facility into ordinary shares or preference shares of Cellen at a valuation of Cellen as determined by an independent firm of chartered accountants as may be selected by the Company.

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Lesotho Cultivation Advantage . Through the cultivation operations of our indirect wholly-owned subsidiary Bophelo, our past harvests have shown that we have the ability to cultivate high yielding strains of cannabis for medical purposes, at a comparatively low cost. with certain strains historically cultivated reflecting cannabinoid concentrations in excess of 20%. Conditions at Bophelo's site of operations near T'sakholo in the Mafeteng District of the Kingdom of Lesotho are conducive for the cultivation of medical-grade cannabis including suitable environmental conditions, abundant supply of semi-skilled and unskilled labor, quality road and air infrastructure network and favorable tax treatments.

Significant Potential to Scale Up Production . Bophelo is one of the largest licensed landholders engaging in cannabis cultivation in the Kingdom of Lesotho. Bophelo is licensed to cultivate cannabis over an initial 5 hectare area under greenhouse or indoor conditions, with conditional government approval to expand our cultivation footprint up to 200 hectares. once it Such approval for expansion may be granted by the Ministry of Health on the main condition that Bophelo has fully utilized all of the first 5 hectares of its licensed cultivation area. which This gives us the potential ability to significantly scale up production once the company has met this requirement of the Ministry of Health. Bophelo has leased a 200-hectare land package in an emerging Special Economic Zone in the Kingdom of Lesotho which is intended to be dedicated to the cannabis cultivation • Pursuit for ESG Goals and Strong Partnership with Local Communities . We promote ESG initiatives and aim to empower women and vulnerable persons in the local African communities where Bophelo operates. To this end, Bophelo has worked and expects to continue to work with the MMD Trust, a Lesotho non-profit organization, to provide for the construction of a learning center, a place of worship, feeding programs and other public good initiatives for the local community of T'sakholo. We believe a commitment to ESG initiatives and building a strong working relationship with the local African communities can promote goodwill towards our local related operations. and brands and benefit our long-term business growth.

Strong Partnership with Local Communities . Bophelo has worked and expects to continue to work with Mophuthi Matsoso Development Trust, a Lesotho non-profit organization (the "MMD Trust"), to provide for the construction of a learning center, a place of worship, feeding programs and other public good initiatives for the local community of T'sakholo. We believe a commitment to such initiatives and building a strong working relationship with the local African communities can promote goodwill towards our local operations and brands and benefit our long-term business growth. The MMD Trust is controlled by our Executive Chairman and Bophelo leases its premises on which it operates from the MMD Trust pursuant to a long-term lease agreement between the MMD Trust and Bophelo. As such, a potential conflict of interest may arise regarding the ongoing administration of the lease and any future negotiations around the lease terms.

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In August 2020, Bophelo entered into an off-take agreement with Medcan Ltd., which received approval from Malta Enterprise, a Maltese government agency, to carry out the importation and production of cannabis for medicinal purposes.

In September 2021, Bophelo also entered into a service, refinement and distribution agreement with Cantourage, a German based processor and distributor of cannabis biomass. Bophelo has not sold any products under these distribution agreements and expect to commence marketing and exporting its products to the German and broader EU market in 2022.

In December 2019, Bophelo entered into a seed supply relationship with OG DNA Genetics Inc. ("DNA Genetics"), a recognized creator of high-quality cannabis seeds. Bophelo has since then purchased seeds of strains of medical cannabis from DNA Genetics on a purchase order basis. In addition to this arrangement with DNA Genetics, Bophelo sources seeds from other top suppliers of cannabis genetics based in Europe. These seeds are shipped directly from European seed banks to Bophelo's operations in the Kingdom of Lesotho. Although DNA Genetics has been a primary seed supplier of the Company, the Company does not depend exclusively on any seeds sourced from DNA Genetics.

In August 2020, Bophelo entered into an off-take agreement with Medcan Ltd. ("Medcan"), which received preliminary approval from Malta Enterprise, a Maltese government agency, to carry out the importation and production of cannabis for medicinal purposes primarily into the European market. The term of the agreement is for a period commencing on August 3, 2020 and ends on the earlier of (i) the date on which Medcan has purchased 10,000 kilograms of biomass from Bophelo or (ii) August 3, 2027. The agreement specifies initial deliveries of up to 10,000 kilograms of cannabis biomass. Bophelo will procure the transport of the biomass by a licensed cannabis transport operator and deliver the biomass to Medcan in containers, comply with the applicable Agricultural Practice Standards, or as otherwise agreed to by the parties. All the biomass is subject to Medcan's inspection and acceptance or rejection at Bophelo's facility in Lesotho. Pursuant to the agreement, Medcan will pay Bophelo prevailing market rates, calculated on the basis of a price per gram, based on the delivery weight. The price will be determined on the basis that Medcan shall seek to sell the batch at the highest value achievable in the market. Biomass has not yet been supplied to Medcan pursuant to the off-take agreement as Medcan has not yet secured the all of the necessary licenses and/or permits required from Maltese and/or European Union regulators to enable it to import biomass from Bophelo. It is not, at the present time, known when these licenses and/or permits may be secured by Medcan.

In September 2021, Bophelo also entered into a service, refinement and distribution agreement with Cantourage GmbH ("Cantourage"), a German based processor and distributor of cannabis biomass. The term of the agreement is from September 15, 2021 to September 15, 2026 and may be extended for additional periods of one year unless terminated earlier by the parties. Under the agreement, Bophelo shall deliver to Cantourage cannabis products which shall be further refined for distribution by Cantourage. The specific amount to be delivered shall be determined from time to time by the parties. Bophelo has not sold any products under these distribution agreements and expects to commence marketing and exporting its products to the German and broader EU market in 2022. Bophelo is currently cultivating its first pilot harvest of cannabis biomass for Cantourage in terms of the aforementioned agreement. Bophelo currently expects this harvest to be completed by February or March 2022. It is not, at this time, known if the forthcoming harvest will, in part or in full, meet the specifications prescribed by Cantourage in terms of the aforementioned agreement.

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Bophelo has entered into a sublease agreement dated 2018 with the MMD Trust, which is controlled by our Executive Chairman, Louisa Mojela, for the lease of its facilities at T'sakholo in the Kingdom of Lesotho. The sublease is for a land area of 68,834 square meters. The term of the lease is for a 20 year period, with an option to renew for another two 30-year term. terms. Pursuant to the sublease agreement, Bophelo will pay LSL 350,000 (approximately $25,000) per month, with an annual rate increase of 10% on a compound basis. This sublease agreement may only be terminated by: (i) the expiration of its term; (ii) the surrender of the sublease; or (iii) its termination pursuant to the provisions of the Land Act 2010. Additionally, in the case that either party commits a breach of this agreement and fails to remedy such breach within 14 days after receiving written notice from the other party requiring the breaching party to remedy such breach, then the non-breaching party may terminate this agreement, or to claim specific performance of all of the breaching party's obligations then due for performance. Bophelo has a right of first refusal to purchase any of the properties and/or any portion thereof on the same terms offered to any third party. The MMD Trust is controlled by Louisa Mojela, our Executive Chairman and director, and Granny Seape, a non-executive director of Bophelo.

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Regulation 1 change

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Criminal conduct is conduct that constitutes an offence in any part of the United Kingdom or in the case of overseas conduct would constitute an offence in any part of the United Kingdom if it occurred there. This is relevant for U.K. companies that operate in the medicinal cannabis industry as they may have relationships with medicinal or recreational cannabis companies that operate legally in non-U.K. jurisdictions, however whose activities would be caught by POCA, and for U.K based investors who are investing in cannabis-related investments.

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Management 23 changes

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The following table sets forth the names, ages and positions of the individuals who we anticipate will serve as our executive officers and members of our Board of Directors as of at the date time of this prospectus. the offering.

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Mr. van den Berg is a director and Chief Financial Officer and an appointee of Halo, which is expected to own approximately % 43.2% of our outstanding Common Shares upon the consummation of this offering.

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The following is a summary of certain biographical information concerning our executive officers, and directors, and director nominees.

Louisa Mojela has served as the Executive Chairman and a director of Akanda since August July 2021, and has served as the Executive Chairman and a director of Bophelo since June 2018. In addition, Ms. Mojela served as Chairman of the board of directors of Halo from July 2020 to July 2021. Ms. Mojela is one of Southern Africa's most influential and successful business leaders. Ms. Mojela is the Group Chief Executive Officer of Wiphold (Women Investment Portfolio Holdings), one of the largest African-based ESG funds to empower black African women, which she co-founded in 1994. She has led capital raises and held directorships at companies such as Sasol Mining (a subsidiary of Sasol Holdings listed on the New York Exchange), Distell, Ixia Coal, South African Airways, Ericsson SA, Adcorp, and Sun International, amongst others. In addition to her business dealings, Ms. Mojela is focused on various social development initiatives in the Kingdom of Lesotho in line with the Sustainable Development Goals of the Government of Lesotho. She has received numerous accolades for her leadership. Among these, in 2000 she was selected as one of 40 women for the "Leading Women Entrepreneur of the World"; in 2015 she was named one of three "Business Women of the Year — Southern Africa" at the All Africa Business Leaders Awards in partnership with CNBC Africa; and in 2016, she won the European Business Assembly's "Best Manager of the Year" award at an event held in Switzerland. Ms. Mojela received a Bachelor of Commerce from the National University of Lesotho and also completed the Executive Leadership Program at Wharton School of Business at the University of Pennsylvania. We believe Ms. Mojela's expertise and accomplished track record as one of South Africa's most accomplished leaders in business qualifies her to serve as our director.

Tejinder Virk , has served as Akanda's Chief Executive Officer and director since July 2021. Prior to Akanda, Mr. Virk served as the President and Managing Director (Europe) of Khiron Life Sciences (TSX-V: KHRN) (OTC: KHRNF) ("Khiron") from October 2019 to June 2021, where he was responsible for establishing Khiron's medical and consumer packaged goods business in the region. Prior to Khiron, Mr. Virk was Managing Director (Europe) for Canopy Growth Corporation (NASDAQ: CGC) (TSE: WEED) ("Canopy") from January 2019 to September 2019, where he was responsible for driving the multinational expansion of Canopy's European operations. Working with top research doctors in the United Kingdom, Spain, and Germany, he has overseen the launch of multiple medical cannabis products in Europe, including flower for inhalation and oils. Prior to Canopy, Mr. Virk served as the Managing Director of BMO Financial Group (NYSE: BMO) Investment Banking group from June 2004 to December 2018. In that role, Mr. Virk gained extensive cannabis sector M&A experience and has transacted on numerous IPOs and follow-on capital raises for global cannabis companies, including Canopy and Tilray (NASDAQ: TLRY). Mr. Virk received a Bachelor of Applied Science (BASc) in Systems Design Engineering with a minor an Option in Management Sciences from the University of Waterloo in 2004. We believe Mr. Virk's extensive experience in the cannabis and corporate finance industry qualifies him to serve as our director.

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Trevor Scott has served as Akanda's Chief Financial Officer since June July 2021. Trevor was involved in the formation of Bophelo in July 2018 and has served as its Chief Financial Officer since its inception. Additionally, Mr. Scott has served as the Chief Executive Officer of Bearingway Limited, an accounting and consulting firm, since January 2008 and as the Chief Financial Officer of Stallion Security (Pty) Ltd., a security company based in Johannesburg, South Africa, since April 2017. Prior to that, Mr. Scott served as the Chief Financial Officer and financial director of Uranium One Africa Ltd., a mining company that focuses on gold and uranium mining operations, from September 2014 to January 2017, and as a director of Mokwele Inc. since January 2004. Mr. Scott is a chartered accountant by profession, and has experience with regards to fundraising, accounting, investor relations, internal controls and mergers and acquisition related matters. Mr. Scott received his bachelor's degree in Accounting at Wits University in 2000.

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Charles Kié has served as a director of Akanda since August 2021 and is expected to serve as our lead independent director upon consummation of this offering. In addition, Mr. Kié served as a director of Halo from October 2020 to July 2021. Mr. Kié has served as the co-founder and Chief Executive Officer of New African Capital Partners and SBNA since October 2018 and March 2021, respectively. Mr. Kié has also served as the Managing Partner of Genesis Capital since September 2018. From January 2016 to September 2018, Mr. Kié was the Chief Executive Officer of Ecobank Nigeria, the largest affiliate of the Ecbobank Ecobank Group, where he led its turnaround. Throughout his career, Mr. Kié pioneered milestone transactions on the capital markets, in infrastructure finance and trade finance in West and Central Africa, and as such, brings a wealth of financial and operational expertise to Akanda. Mr. Kié also currently serves as a non-executive board member at Empower Families for Innovative Philanthropy (ERFIP) — Edmond de Rothschild Foundations — Switzerland. Mr. Kié is a graduate of the Harvard Business School Advanced Management Program in 2011. He holds an MBA from New York University (Stern), HEC Paris and London School of Economics, as well as post-graduate degree in Corporate Restructuring from the University of Clermont Ferrand. He received his bachelor's degree from Ecole Supérieure de Commerce d'Abidjan in 1987. We believe Mr. Kié's wealth of experience and financial and operational expertise qualifies him to serve as our director.

Gila Jones has been nominated by our Board of Directors, subject to shareholder approval (which we anticipate prior to the closing of this offering) to serve as a non-executive director of Akanda. Ms. Jones is currently the Chief Operating Officer (2019 to present) at Westbrook Global Inc., a media company founded by Will and Jada Pinkett-Smith to develop, sell, produce, and market premium content for global streamers and studios. Prior to her appointment at Westbrook Global Inc., Ms. Jones was the Chief Operating Officer of beauty retailer Violet Grey, a position she held between 2018 and 2019. As the Chief Operating Officer of Violet Grey, she oversaw finance, retail, supply chain, and human resources functions. Between 2012 and 2018, Ms. Jones served as general counsel of fashion brand James Perse in a multifaceted role leading all legal and compliance matters (including corporate transactions, contracting, litigation and government inquiries, labor and employment, data privacy, and intellectual property) and human resources. She also oversaw the company's global real estate and expansion strategy, spanning owned and operated stores in the U.S. and Mexico, domestic shop-in-shops, and international retail and wholesale licenses in the United Kingdom, Japan, Australia, and Canada. Ms. Jones is on the board of Beignet Box, a privately held quick service seller of beignet and coffee, and RootsRex, a real estate start-up seeking to create ownership opportunities for renters of its portfolio properties. Ms. Jones is a graduate of the New York University School of Law (J.D) as well as Harvard University (A.B). Given her operational knowledge across several business sectors, her legal expertise and her track record as an advisor to start-up companies, Ms. Jones is well placed to bring her valuable knowledge and experience to Akanda's board of directors.

Gugu Dingaan has been nominated by our Board of Directors, subject to shareholder approval (which we anticipate prior to the closing of this offering) to serve as a non-executive director of Akanda. Ms. Dingaan is currently employed as an investment executive by Wipcapital (Pty) Ltd, which forms part of the WIPHOLD group. Ms. Dingaan has held this position since 2004. Ms. Dingaan's role as an investment executive at Wipcapital (Pty) Ltd entails developing WIPHOLD's strategy and managing and growing its investor portfolio, including the ongoing management of relationships with various investee companies and providing them with strategic direction. Ms. Dingaan has over 17 years of experience serving as a non-executive director, and a member of the audit and risk, nominating, remuneration, ethics and investment committees for a number of listed and unlisted companies. Ms. Dingaan has served as a director of the Distell Group (JSE: DGH) since 2005 and chairs their social and ethics committee and is also a member of their audit and risk committee, remuneration and nomination committee and investment committee. In addition, Ms. Dingaan has served as a director of Sasfin Bank Limited (JSE: SFN) since 2017 and is a member of their social and ethics committee and is a standing invitee to the meetings of their audit and risk committee, remuneration and nomination committee and investment committee. Since 2010, Ms. Dingaan also has served on the board of Sasol Mining (Pty) Ltd, a subsidiary of Sasol Ltd (NYSE: SSL and JSE: SOL) and has chaired the board of Ixia Coal (Pty) Ltd. From 2010 to 2019, Ms. Dingaan served as a director of SA Corporate Real Estate Ltd (JSE: SAC) and chaired its audit and risk committee, as well as its remuneration committee, in addition to serving as a member of its investment committee. Ms. Dingaan has also served as a director of ABB SA (Pty) Ltd between 2010 and 2019 and chaired its audit and risk committee. Ms. Dingaan also served as a director of Adcorp Group Limited (JSE: ADR) and served on its social and ethics committee and its investment committee. Following her appointment in 2004, Ms. Dingaan also serves as a director of Landis & Gyr (Pty) Ltd and chairs its social and ethics committee and is a member of its risk and finance committee. Ms. Dingaan is a chartered account by profession and holds a Bachelor of Commerce degree and a Post Graduate Diploma in Accounting from the University of Natal. M. Dingaan is also a graduate of the University of Stellenbosch's Executive Development Programme and INSEAD's Advanced Management Programme. Ms. Dingaan brings a wealth of knowledge and experience with regard to corporate governance practices and their role in a listed public company environment.

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There are no familial relationships among any of our directors, director nominees, or executive officers.

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To our knowledge, none of our current directors, director nominees, or executive officers have, during the past ten years:

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Our business and affairs are managed under the direction of our Board of Directors. Contemporaneously with this offering, we anticipate that our Board of Directors will be composed of six seven directors. When considering whether directors have the experience, qualifications, attributes or skills, taken as a whole, to enable our Board of Directors to effectively satisfy its oversight responsibilities in light of our business and structure, the Board of Directors focuses primarily on each person's background and experience as reflected in the information discussed in the directors' respective biographies set forth above. We believe that our directors provide an appropriate mix of experience and skills relevant to the size and nature of our business.

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Nasdaq Listing Rule 5605(b)(1) requires that at least a majority of the Company's Board of Directors shall be independent directors, and Nasdaq Listing Rule 5605(b)(2) requires that independent directors regularly meet in executive session, where only independent directors are present. We expect to have three four independent directors at the time of listing. Our independent directors will meet regularly with other members of the Board and will meet in executive session at least two (2) times per year.

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Each of the Board committees also provides risk oversight in respect of its areas of concentration and report material risks to the Board for further consideration.

Our Board of Directors oversees our business and considers the risks associated with our business strategy and decisions. Our Board of Directors currently implements its risk oversight function as a whole. Each of the Board committees also provides risk oversight in respect of its areas of concentration and report material risks to the Board for further consideration.

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We use the definition of " independence " under the applicable Nasdaq Listing Rule Rules to make determinations regarding director independence. Under such definitions, the Company's Board of Directors has affirmatively determined that each of Charles Kié. Gugu Dingaan and Gila Jones are and Gugu Dingaan is independent. directors on We intend to appoint one additional independent director prior to the Company's Board of Directors. listing.

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On August 6, 2021, our Board of Directors established an audit and risk committee that operates under a written charter as approved by our Board of Directors.

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On August 6, 2021, Our Board of Directors established an audit and risk committee that operates under a written charter as approved by our Board of Directors. Our audit and risk committee is will be composed of three independent directors Charles Kié, and , with including Charles Kié, (our Lead Independent Director) serving who will serve as chair of the committee. Charles Kie will qualify qualifies as an "audit committee financial expert" as such term has been defined in Item 407(d)(5) of Regulation S-K. Our Board of Directors has affirmatively determined that Charles Kié and each meet meets the definition of "independent director" for purposes of serving on the audit and risk committee under the Nasdaq rules, the independence standards under Rule 10A-3 of the Exchange Act and will appoint two additional members meeting the same independence standards to the committee prior to the listing.

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On August 6, 2021, our Board of Directors established a nominating and ESG committee that operates under a written charter as approved by our Board of Directors.

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On August 6, 2021, Our Board of Directors established a nominating and ESG committee that operates under a written charter as approved by our Board of Directors. Our nominating and ESG committee is will be composed of three independent directors including Charles Kié, and , with serving who will as chair of the committee. Our Board of Directors has affirmatively determined that Charles Kié and each meet meets the definition of "independent director" for purposes of serving on the nominating and ESG committee under the Nasdaq rules and will appoint two additional members meeting the same independence standards to the committee prior to the listing.

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On August 6, 2021, our Board of Directors established a compensation & human resources committee that operates under a written charter as approved by our Board of Directors.

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On August 6, 2021, Our Board of Directors established a compensation & human resources committee that operates under a written charter as approved by our Board of Directors. Our compensation & human resources committee is will be composed of three independent directors including Charles Kié, and , with serving who will serve as chair of the committee. Our Board of Directors has affirmatively determined that Charles Kié and each meet meets the definition of "independent director" for purposes of serving on the compensation & human resources committee under the Nasdaq rules and will appoint two additional members meeting the same independence standards to the committee prior to the listing.

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The Company has adopted a Related Party Transactions Policy which is filed as Exhibit 99.2 14.3 hereto.

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Principal stockholders 14 changes

all of our executive officers and directors as a group; and

The following table sets forth information about the beneficial ownership of our Common Shares as of , 2021 and as adjusted to reflect the sale of the Common Shares in this offering, for: January 27, 2022 by:

each of our executive officers, and directors, and director nominees;

all of our executive officers, directors, and director nominees as a group; and each person or entity (or group of affiliated persons or entities) known by us to be the beneficial owner of 5% or more of our Common Shares.

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The Percentages reflect beneficial ownership (as determined in accordance with Rule 13d-3 under the Exchange Act) immediately prior to, and immediately after, the completion of this offering, and are based on 22,385,317 Common Shares outstanding as of January 27, 2022. The date column titled "Common Shares Beneficially Owned Immediately prior to After this Offering" further is based on the completion of 4,000,000 Common Shares that we are selling in this offering and an additional 1,311,848 Common Shares outstanding as issuable upon conversion of the date immediately following debenture described in footnote (6) to the completion of this offering. table. The percentages assume no exercise by the underwriters of their option to purchase additional Common Shares from us in this offering.

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Executive Officers and Directors:

Executive Officers, Directors, and Director Nominees:

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All named executive officers and directors as a group

Gila Jones, Director Nominee

Gugu Dingaan, Director Nominee

All executive officers, directors, and director nominees as a group

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1306077 B.C. LTD. ("1306077")'s business address is 885 W. Georgia St. #2200, Vancouver, BC V6C 3E8. David Jenkins is the director of 1306077, and in such capacity has voting and investment control over the Common Shares held by 1306077. Mr. Jenkins disclaims beneficial ownership of the Common Shares held by 1306077.

Includes 937,801 Common Shares held of record by ERB Investment Holdings, LLC and 937,801 Common Shares held of record by S&G Holdings, Ltd. Both ERB Investment Holdings, LLC and S&G Holdings, Ltd. are wholly owned and controlled by Raj Beri.

Includes 1,311,848 Common Shares which are expected to be issued to Halo upon the conversion of the Debenture at a conversion price of $5.00 per Common Share upon the consummation of this offering pursuant to the terms of the Debenture, assuming an initial public offering price of $5.00 per Common Share, which is the midpoint of the price range set forth on the cover page of this prospectus.

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Related-party transactions 12 changes

In addition to the compensation arrangements discussed under " Executive Management Compensation " above, the following includes a description of those transactions with related parties to which we are a party and which we are required to disclose pursuant to the disclosure rules of the SEC. Specifically, the following includes summaries of transactions or agreements, during our last three fiscal years, to which we have been a party, in which the amount involved in the transaction exceeded $120,000, and in which any of our directors, director nominees, executive officers or beneficial owners of more than 5% of our capital stock, affiliates of our directors, director nominees, executive officers and holders of more than 5% of our voting securities, or any member of the immediate family of any of the foregoing persons, had or will have a direct or indirect material interest, other than equity and other compensation, termination, change in control and other similar arrangements, which are described under " Executive Management Compensation " and " Principal Shareholders ."

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At the closing of the Acquisition on November 3, 2021, as consideration for this Acquisition, we issued 13,129,212 Common Shares to Halo at a price of $1.00 per share, resulting in Halo owning approximately 68.29% 68.3% of all our outstanding Common Shares. In connection with the closing of the Acquisition, we also entered into the Investor Rights Agreement with Halo. See " Prospectus Summary — Our History and Relationship with Halo — Acquisition of Subsidiaries from Halo " and " — Halo Investor Rights Agreement " for additional information regarding the Acquisition and the Investor Rights Agreement.

Historically, Halo has advanced loans to Bophelo and Canmart to fund its operations and capital expenditures. Pursuant to the internal reorganization undertaken by Halo as a precursor to the Acquisition, Bophelo Holdings acquired the equity and claims held by Halo against Bophelo Bio Science for a nominal $1 consideration and Cannahealth acquired the equity and claims held by Halo against Canmart for a nominal $1 consideration. In connection with our the Acquisition and in respect of Bophelo, the aforementioned claims effectively being transferred from Halo to entities that have now been acquired by Akanda Corp., we issued, at the closing of the Acquisition, we issued a secured convertible debenture to Halo in the principal amount of $6,559,294 in exchange for setting off all outstanding indebtedness owed by Bophelo to Halo. See " Prospectus Summary — Our History and Relationship with Halo — Issuance of Secured Convertible Debenture to Halo " for additional information regarding the terms of the debenture including its conversion terms. Furthermore, see the condensed unaudited financial statements of both Bophelo and Canmart for the nine months ended September 30, 2021 for further details of balances that were owing to Halo at September 30, 2021.

Halo has provided guarantee to our employment agreement with our Chief Executive Officer. See " Executive Management Compensation — Employment Agreements, Arrangements or Plans " for additional information regarding this guarantee.

1 unchanged paragraph

Bophelo has entered into a sublease agreement with the MMD Trust, which is controlled by Louisa Mojela, our Executive Chairman and director, and Granny Seape, a non-executive director of Bophelo. Please see " Business — Our Business — Description of Property " for additional information. Bophelo did not commence paying the rent for the leased premises until after 2020 and an interest was accrued on the unpaid rent. As of September 30, 2021, Bophelo owed a total amount of $140,000 $189,811 to the MMD Trust for unpaid rent and interest.

Pursuant to the Loan Agreement dated November 18, 2019, Bophelo entered into a bridge loan facility agreement with Ms. Mojela, for a principal amount up to $1.1 million, with an interest rate of 1.5% per month, to fund the company's general corporate and working capital requirements (the "Mojela Bridge Financing Facility"). This facility requires a redemption premium of 100% of the principal amount borrowed. This redemption premium will become payable upon successful raising of $18 million or, such other amount agreed by the parties, by October 31, 2022 or, if Ms. Mojela elects to convert the unpaid and outstanding portion of the loan into share capital of Bophelo or its direct and/or indirect holding company. The outstanding loan is repayable in 2021 and is secured by a mortgage over the company's property. In November 2021, the Company settled Bophelo's indebtedness to Ms. Mojela, including the redemption premium of $1,100,000, in the aggregate amount of $2,200,000 under the Mojela Bridge Financing Facility by issuing 880,000 Common Shares to her at a price of $2.50 per share.

The outstanding loan was repayable in 2021 and is secured by a mortgage over the company's property. In November 2021, the Company settled Bophelo's indebtedness to Ms. Mojela, including the redemption premium of $1,100,000, in the aggregate amount of $2,200,000 under the Mojela Bridge Financing Facility by issuing 880,000 Common Shares to her at a price of $2.50 per share.

In September 2020, Bophelo entered into a loan agreement with Ms. Mojela in which Bophelo could borrow up to ZAR 2,000,000 ($135,226). The interest rate is the prevailing bank interest rate in South Africa and Bophelo shall repay each loan borrowed under this facility in full within 30 days of the payment being received by Bophelo, including the interest for the period of the loan. All outstanding principal amount under this loan agreement was repaid in 2020 but with the exception of accrued and unpaid interest up to that at the time of settlement in the total amount of $11,230, which has continued to accrue interest at the rate under the loan agreement. The outstanding balance under the loan agreement as of September 30, 2021 was $11,834. $12,139.

In addition, as of September 30, 2021, Bophelo owed an additional amount of $190,444 $183,736 to Ms. Mojela, which loan does not bear interest and has no fixed terms of repayment.

On January 24, 2022, Akanda and Canmart entered into a service agreement with Ms. Mojela. See "Management Compensation — Employment Agreements, Arrangements or Plans regarding this agreement.

Transactions with Canmart Directors

Canmart makes use of warehouse space owned by an entity known as D&D Investments Ltd. This entity is owned and controlled by two of the Canmart's directors, namely David Dean and Darran Quinn. Canmart does not currently pay rent in relation to the use of this property and no signed lease agreement is in place, however Canmart plans to enter into a formal lease arrangement within the next 12 months.

3 unchanged paragraphs

Description of share capital and articles of incorporation 3 changes

2 unchanged paragraphs

As of the date of this prospectus, the Company has 25,567,128 Common Shares issued and outstanding and no Preferred Shares outstanding.

24 unchanged paragraphs

We intend to qualify our Common Shares for listing on The Nasdaq Capital Market under the symbol "AKAN".

We have applied to list our Common Shares on the Nasdaq Capital Market under the symbol "AKAN". We cannot guarantee that we will be successful in listing our common shares on Nasdaq; however, we will not complete this offering unless we are so listed.

Securities eligible for future sale 5 changes

1 unchanged paragraph

After completion of this offering, we will have 28,576,128 Common Shares issued and outstanding (or 29,167,128 shares if the underwriters' option to purchase additional shares is exercised in full), including 1,311,848 Common Shares we will issue to Halo upon conversion of the Debenture in connection with this offering.

1 unchanged paragraph

All of the shares held by our directors, officers and certain holders of at least 5% 1% of our outstanding securities to be subject to a 365 day lock-up restriction described under " Underwriting " on page 94 106 . Certain other holders of at least 5% of our outstanding securities are subject to lock-up periods as discussed below. Accordingly, there will be a corresponding increase in the number of shares that become eligible for sale after the various lock-up period expires. periods expire. As a result of these agreements, subject to the provisions of Rule 144 or Rule 701, shares will be available for sale in the public market as follows:

1 unchanged paragraph

subject to certain lock-up periods applicable to certain of our holders of at least 5% of our outstanding securities as discussed below, beginning 365 days from the date on which the trading of our Common Shares on Nasdaq commences, at the expiration of all the lock-up period periods for our officers, directors and holders of at least 5% 1% of our outstanding securities, 21,149,218 additional shares will become eligible for sale in the public market, all of which shares will be held by affiliates and subject to the volume and other restrictions of Rule 144 and Rule 701 as described below.

1 unchanged paragraph

Officers, Directors, and 5% 1% Holders

Pursuant to certain "lock-up" agreements, we, our executive officers, directors and certain holders of at least 5% 1% of outstanding Common Shares and securities exercisable for or convertible into our Common Shares outstanding immediately upon the closing of this offering, have agreed, subject to certain exceptions, not to offer, sell, assign, transfer, pledge, contract to sell, or otherwise dispose of or announce the intention to otherwise dispose of, or enter into any swap, hedge or similar agreement or arrangement that transfers, in whole or in part, the economic risk of ownership of, directly or indirectly, engage in any short selling of any Common Shares or securities convertible into or exchangeable or exercisable for any Common Shares, whether currently owned or subsequently acquired, without the prior written consent of the Representative, for a period of 365 days from the date on which the trading of our Common Shares on Nasdaq commences.

10 unchanged paragraphs

Certain tax considerations 2 changes

2 unchanged paragraphs

In the opinion of Dentons Canada LLP, Canadian counsel to the Company, the following summary describes the principal Canadian federal income tax considerations pursuant to the Income Tax Act (Canada) and the regulations thereunder (the "Tax Act") generally applicable to the acquisition, holding and disposition of the Common Shares by a holder who acquires, as beneficial owner, the Common Shares pursuant to the offering and who, for purposes of the Tax Act and at all relevant times, holds the Common Shares as capital property, deals at arm's length with the Company and each underwriter and is not affiliated with the Company or any underwriter (a "Holder"). Generally, the Common Shares will be considered to be capital property to a Holder provided the Holder does not acquire or hold the Common Shares in the course of carrying on a business of trading or dealing in securities and has not acquired them in one or more transactions considered to be an adventure or concern in the nature of trade.

55 unchanged paragraphs

THIS SUMMARY IS FOR GENERAL INFORMATION ONLY AND IS NOT INTENDED TO CONSTITUTE A COMPLETE DESCRIPTION OF ALL TAX CONSEQUENCES RELATING TO THE OWNERSHIP AND DISPOSITION OF OUR COMMON SHARES. WE RECOMMEND THAT PROSPECTIVE HOLDERS OF OUR COMMON SHARES CONSULT WITH THEIR TAX ADVISORS REGARDING THE TAX CONSEQUENCES TO THEM (INCLUDING THE APPLICATION AND EFFECT OF ANY FEDERAL, STATE, LOCAL, NON-U.S. INCOME AND OTHER TAX LAWS) OF THE OWNERSHIP AND DISPOSITION OF OUR COMMON SHARES.

31 unchanged paragraphs

Plan of distribution 9 changes

2 unchanged paragraphs

The Common Shares sold by the underwriters to the public will initially be offered at the initial public offering price range set forth on the cover page of this prospectus. Any Common Shares sold by the underwriters to securities dealers may be sold at a discount from the initial public offering price not to exceed $ $0.175 per share. If all of the shares are not sold at the initial offering price, the Representative may change the offering price and the other selling terms. The Representative has advised us that the underwriters do not intend to make sales to discretionary accounts.

If the underwriters sell more Common Shares than the total number set forth in the table above, we have granted to the Representative an option, exercisable for 45 days from the date of this prospectus, to purchase up to 600,000 additional Common Shares at the public offering price less the underwriting discount, constituting % 15% of the total number of Common Shares to be offered in this offering (excluding shares subject to this option). The Representative may exercise this option solely for the purpose of covering over-allotments in connection with this offering. This offering is being conducted on a firm commitment basis. Any Common Shares issued or sold under the option will be issued and sold on the same terms and conditions as the other Common Shares that are the subject of this offering.

10 unchanged paragraphs

The following table shows the underwriting discounts payable to the underwriters by us in connection with this offering (assuming both the exercise and non-exercise of the over-allotment option that we have granted to the Representative), based on the assumed initial public offering price of $ $5.00 per share, which is the midpoint of the price range set forth on the cover page of this prospectus:

2 unchanged paragraphs

Non-accountable expense allowance

Proceeds, before expenses, to us

1 unchanged paragraph

We have agreed to issue warrants to the Representative to purchase a number of Common Shares equal to 7% of the total number of shares sold in this offering at an exercise price equal to 100% 125% of the public offering price of the shares sold in this offering. The Representative's warrants will be exercisable upon issuance, will have a cashless exercise provision and will terminate on the fifth anniversary of the effective date of the registration statement of which this prospectus is a part. The Representative's warrants are not exercisable or convertible for more than five years from the commencement of sales of the public offering. and provide for automatic exercise immediately prior to expiration. The Representative's warrants also provide for customary anti-dilution provisions and immediate "piggyback" registration rights with respect to the registration of the Common Shares underlying the Representative's warrants for a period of seven years from the effective date of the registration statement of which this prospectus forms a part. We have registered the Representative's warrants and the shares underlying the Representative's warrants in this offering.

1 unchanged paragraph

We have agreed to pay the Representative the reasonable out-of-pocket expenses incurred by the Representative in connection with this offering up to $75,000 $255,000, consisting of up to $125,000 relating to reasonable fees of Representative's legal counsel. The Representative's out-of-pocket expenses include but are not limited to: (i) road show and travel expenses up to $50,000, (ii) reasonable fees of Representative's legal counsel up to $125,000, (iii) the cost of background check on our officers, directors and major shareholders up to $5,000, and (iv) due diligence expenses up to $75,000. Any out-of-pocket expenses above $5,000 are to be pre-approved by the Company. As of the date of this prospectus, we have not paid the Representative advances of for its anticipated out-of-pocket costs. Any such advance payments will be returned to us to the extent such out-of-pocket expenses are not actually incurred in accordance with FINRA Rule 5110(g)(4)(A). We have also agreed to pay the Representative a non-accountable expense allowance equal to 1% of the gross proceeds received at the closing of this offering.

15 unchanged paragraphs

Officers, Directors, and 5% 1% Holders

Our directors, executive officers and certain beneficial holders of 5% 1% or more of our outstanding Common Shares have agreed not to offer, sell, agree to sell, directly or indirectly, or otherwise dispose of any Common Shares for a period of up to 365 days from the date on which the trading of our Common Shares on Nasdaq commences.

11 unchanged paragraphs

Expenses related to the offering 1 change

6 unchanged paragraphs

Blue Sky fees and expenses

Legal matters 1 change

We are being represented by Greenberg Traurig, LLP, Rimon, P.C., with respect to certain legal matters as to United States federal securities and state securities law. The underwriters are being represented by Bevilacqua PLLC, with respect to certain legal matters as to United States federal securities and state securities law. The validity of the Common Shares offered in this offering and certain legal matters as to Canadian law will be passed upon for us by Dentons Canada LLP, and certain legal matters as to as to U.K. law, Malta law and Lesotho law will be passed upon for us by Dentons & Co, Corrieri Cilia and Kleingeld & Mayet, respectively.

Index to financial statements 9 changes

Statements of Financial Position

Statements of Operations for the years ending December 31, 2019 and 2020 Statements of Changes in Shareholders' Equity (Deficit) Statements of Cash Flows

Unaudited Condensed Financial Statements:

Condensed Statements of Financial Position as of September 30, 2021 (unaudited) and 31 August, 2021 Condensed Statement of Operations (unaudited) from July 16, 2021 (inception) to September 30, 2021 Condensed Statements of Changes in Shareholders' Equity (unaudited) from July 16, 2021 (inception) to September 30,2021 Condensed Statement of Cash Flows (unaudited) from July 16, 2021 (inception) to September 30, 2021 Notes to the Unaudited Condensed Financial Statements CANNAHEALTH LTD.

Unaudited Condensed Financial Statements:

Condensed Statements of Financial Position as of September 30, 2021 (unaudited) and December 31, 2020 Condensed Statements of Operations for the Nine Months Ended September 30, 2021 (unaudited) and from July 1, 2020 (Inception) to September 30, 2020 (unaudited) Condensed Statements of Changes in Shareholder's Equity for the Nine Months Ended September 30, 2021 (unaudited) and from July 1, 2020 (inception) to September 30, 2020 (unaudited) Condensed Statements of Cash Flows for the Nine Months Ended September 30, 2021 (unaudited) and from July 1, 2020 (Inception) to September 30, 2020 Notes to the Unaudited Condensed Financial Statements BOPHELO HOLDINGS LTD Unaudited Condensed Financial Statements:

Condensed Statements of Financial Position as of September 30, 2021 (Unaudited) and December 31, 2020 Condensed Statement of Operations (Unaudited) from August 4, 2021 (inception) to September 30, 2021 Condensed Statements of Changes in Shareholder's Equity (Unaudited) from August 4, 2021 (inception) to September 30, 2021 Condensed Statement of Cash Flows (Unaudited) from August 4, 2021 (inception) to September 30, 2021 Notes to Unaudited Condensed Financial Statements BOPHELO BIO SCIENCE AND WELLNESS (PTY) LTD Unaudited Condensed Financial Statements:

Condensed Statements of Financial Position as of September 30, 2021 (Unaudited) and December 31, 2020 Condensed Statements of Operations for the Nine Months Ended September 30, 2021 and 2020 (Unaudited) Condensed Statements of Changes in Shareholders' Deficit for the Nine Months Ended September 30, 2021 and 2020 (Unaudited) Condensed Statements of Cash Flows for the Nine Months Ended September 30, 2021 and 2020 (Unaudited) Notes to the Unaudited Condensed Financial Statements CANMART LTD Unaudited Condensed Financial Statements:

Condensed Statements of Financial Position as of September 30, 2021 (unaudited) and December 31, 2020 Condensed Statements of Operations (unaudited) for the nine months ended September 30, 2020 and 2021 Condensed Statements of Changes in Shareholders' Equity (Deficit) (unaudited) for the nine months ended September 30, 2020 and 2021 Condensed Statements of Cash Flows (unaudited) for the nine months ended September 30, 2020 and 2021 Notes to Unaudited Condensed Financial Statements Audited Financial Statements of Akanda Corp. (Expressed in United States Dollars) Independent Auditors' Report Statement of Financial Position as of August 31, 2021 Statement of Operations for the period from July 16, 2021 (inception) to August 31, 2021 Statement of Changes in Shareholders' Equity for the period from July 16, 2021 (inception) to August 31, 2021 Statement of Cash Flows for the period from July 16, 2021 (inception) to August 31, 2021 Notes to the Audited Financial Statements for the period from July 16, 2021 (inception) to August 31, 2021 Audited Financial Statements of Cannahealth Limited (Expressed in United States Dollars) Report of Independent Registered Public Accounting Firm Statement of Financial Position as of December 31, 2020 Statement of Operations for the period from July 1, 2020 (inception) to December 31, 2020 Statement of Changes in Shareholder's Equity for the period from July 1, 2020 (inception) to December 31, 2020 Statement of Cash Flows for the period from July 1, 2020 (inception) to December 31, 2020

Note 1: Nature of Operations and Going Concern 1 change

1 unchanged paragraph

The Company's main business is investment holdings and is intended to be the ultimate parent company (refer below, and to Note 2 and Note 9 below) that will hold the equity investments, directly or indirectly, in Cannahealth Limited, Ltd., Canmart Ltd., Bophelo Holdings Ltd and Bophelo Bio Science and Wellness (Pty) Ltd. In September 2021, the Company will be subject to entered into a business restructuring share purchase agreement in which the company will with Halo Collective Inc. ("Halo") to acquire shares of Cannahealth Limited Ltd. in Malta, Canmart Ltd. in the UK, Bophelo Holdings in the UK and Bophelo Bio Science and & Wellness Pty Ltd. in Lesotho. from a Canadian listed Cannabis The share purchase agreement became unconditional on or about November 3, 2021 and the Company called acquired the shares in the aforementioned entities from Halo. Collective Inc. In consideration of this acquisition, Halo will be was issued 13,129,212 common shares in the Company.

1 unchanged paragraph

Note 2: Basis of Preparation 3 changes

1 unchanged paragraph

The Company's board of directors approved these financial statements on October 14, 2021. January 16, 2022. The financial statements are presented in US dollars and all financial amounts, other than per-share amounts, are rounded to the nearest dollar. The functional currency of the Company is the US dollar.

1 unchanged paragraph

The Company will continue to operate in the foreseeable future as a going concern. Subsequent to the transaction envisaged in Note 9, the Company shall be the ultimate parent company of the businesses referred to in Note 9. The financial forecast for the Akanda group for the next 18 months indicates that it will make significant generate revenue through production & cultivation and sale of dried cannabis flowers through a hoop house, shade cloth & greenhouse grow flower and/or cannabis biomass as well as through the sale and distribution of third party cannabis based medicinal products. Until such time that the group becomes cash flow positive, any shortfall would be funded by the shareholders of Akanda. Additionally, the group is engaged in has recently closed a Pre IPO financing process private placement and is expected to raise has raised approximately USD 5 5.6 million to fund the capital expenditure, operating expenses and the working capital requirements of the Company (and the group).

These are unaudited condensed financial statements which should be read in conjunction with the most recent audited financial statements.

Note 5: Share Capital 3 changes

The Company has authorized shares of an unlimited number of authorized common shares with no par value.

1 unchanged paragraph

As at September 30, 2021, the company has 6,095,706 issued common shares in issue at no par value.

3 unchanged paragraphs

Issued and outstanding at August 31, September 30, 2021

Note 8: Capital Management 3 changes

As of December 31, 2020 September 30, 2021, the Company's capital is composed of shareholders' equity. The Company's primary objectives, when managing its capital, are to maintain adequate levels of funding to support the operations of the Company and to maintain corporate and administrative functions.

The Company defines capital as cash and equity, consisting of shareholders' equity. The capital structure of the Company is managed to provide sufficient funding operating activities. Funds are primarily secured through equity capital raised by way of the Company's shareholders. There can be no assurances that the Company will be able to continue raising equity capital in this manner. The Company invests all capital that is surplus to its immediate needs in short-term, liquid and highly rated financial instruments, such as cash, which are all held with major financial institutions.

There were no changes to the Company's approach to capital management during the period from July 1, 2020 16, 2021 (inception) to December 31, 2020. September 30, 2021.

Note 1: Reporting Entity 3 changes

To date, the Company has not commenced any operations. The continuing operations of the Company are dependent upon its ability to generate profitable operations in the future, and to continue to secure additional financing.

Cannahealth Limited Ltd. (the "Company") is domiciled in Malta. The Company's registered office is at Level 4, The Penthouse Suite 2, Ewropa Business Centre, Triq Dun Karm Birkirkara, Malta. The Company was formed on July 1, 2020 to carry on business as a general commercial company.

The Company's main business is investment holdings and is intended to be the entity within the Akanda Corp. group (Refer to Note 2 and Note 8 7 below) that will hold the equity investment investments in Bophelo Holdings Ltd., Canmart Ltd. directly and Bophelo Bio Science and & Wellness Pty Ltd. indirectly. The Company is part the subject of a business restructuring share purchase agreement in between Halo Collective Inc. and Akanda Corp which it will directly has resulted, on or around November 3,2021, in the Company to become part a wholly owned subsidiary of Akanda Corp. a newly incorporated To date, the Company has not commenced any operations. The continuing operations of the Company are dependent upon its ability to generate profitable operations in Canada. the future, and to continue to secure additional financing.

1 unchanged paragraph

Note 3: Use of judgement and estimates 3 changes

1 unchanged paragraph

July 1, 2020 (Inception) to December 31, 2020

Notes to the Unaudited Condensed Financial Statements

January 1, 2021 to September 30, 2021

Note 7: Subsequent Events (continued) 38 changes

price of $2.50 per share and received approximately $5,316,000 in gross proceeds. Additional closings of the offering may be held until November 29, 2021, subject to Akanda's option to extend for additional 60 days, to raise up to a maximum aggregate amount of $10,000,000.

Settlement of subsidiary bridge loan

On November 10, 2021, Akanda approved the settlement of an outstanding bridge loan payable by Bophelo to Louisa Mojela. In terms of the settlement, Akanda issued 880,000 Common Shares at a price of $2.50 per share to Ms. Mojela to settle a total amount outstanding under the bridge loan facility of $2.2 million, inclusive of an applicable $1.1 million redemption premium under the loan agreement. In exchange for Akanda settling the loan payable to Ms. Mojela on behalf of Bophelo, the Company recorded a corresponding inter-company loan account claim against Bophelo.

Report of Independent Registered Public Accounting Firm

In conjunction with the Transaction, Akanda entered into a secured convertible debenture agreement with Halo on or around November 2, 2021. The debenture agreement has a principal amount of USD 6,559,294 and bears interest at a rate of 1% per annum. The amount due to Halo pursuant to the debenture agreement, comprising the principal amount and accrued interest payable respectively, ranks as a senior obligation of the Company in preference to other creditors. The debt is secured by way of a pledge of the Company's shareholding in Cannahealth Ltd as well as by a general security interest granted to Halo in the assets of the Company, with the exception of any ownership interest or securities owned in Bophelo Bio Science & Wellness Ltd. The debt subject to automatic conversion into common shares of the Company upon the occurrence of a triggering event, which includes an initial public offering of the Company's securities or an amalgamation, merger or takeover of the Company by a third party. is repayable by November 2, 2022. In addition to automatic conversion in terms of the triggering event, the debenture is convertible into common shares of the Company at its own election. In the event of the debenture being converted to common shares of the Company as a result of a triggering event or at election of the Company, the conversion price shall be the current market price of the Company at the time of the occurrence of the triggering event, or in the case where no triggering event has taken place, then at the price of the last private placement of the Company where more than USD $1,000,000 has been raised.

Subsequent to Akanda Corp's reporting period end of September 30, 2021, Akanda Corp. completed an initial first closing of a private placement fund raising process which saw Akanda Corp. raise approximately USD $5.3 million in exchange for issuing 2,126,000 common shares at a price of US$ 2.50 per share. Subsequent to the initial first closing, the Company undertook a final closing of the private placement fund raising process on January 14, 2022 and pursuant to will issue a further 154,000 common shares to subscribers at a price of US$ 2.50 per share. An additional and final closing of the offering took place on January 26, 2022 for a further subscription of 4,000 common shares and $19,982 in gross proceeds.

Changes to the Board of Directors

On November 3, 2021, TW Scott and T Virk were appointed as directors of the Company and K Sidhu and A Met resigned as directors of the Company.

INDEX TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

BOPHELO HOLDINGS LTD

Unaudited Condensed Financial Statements:

Condensed Statements of Financial Position as of September 30, 2021 (Unaudited) and December 31, 2020 Condensed Statement of Operations (Unaudited) from August 4, 2021 (inception) to September 30, 2021 Condensed Statements of Changes in Shareholder's Equity (Unaudited) from August 4, 2021 (inception) to September 30, 2021 Condensed Statement of Cash Flows (Unaudited) from August 4, 2021 (inception) to September 30, 2021 Notes to Unaudited Condensed Financial Statements B ophelo Holdings Ltd Condensed Statements of Financial position Note September 30, 2021 (Unaudited) August 31, 2021 ASSETS Current Assets Cash $ Total assets $ LIABILITIES AND SHAREHOLDER'S EQUITY Shareholder's Equity Share capital $ Accumulated other comprehensive loss (3 ) — Total Shareholder's Equity $ Total Liabilities and Shareholder's Equity $ The accompanying notes are an integral part of these unaudited condensed financial statements.

B ophelo Holdings Ltd

Condensed Statement of Operations

Foreign exchange translation through other comprehensive loss (3 )

Net and Comprehensive loss

The accompanying notes are an integral part of these unaudited condensed financial statements.

B ophelo Holdings Ltd

Condensed Statements of Changes in Shareholder's Equity

Inception, August 4, 2021

Share issuance at inception

Balance, August 31, 2021

Effect of foreign exchange

Balance, September 30, 2021

The accompanying notes are an integral part of these unaudited condensed financial statements.

B ophelo Holdings Ltd

Condensed Statement of Cash Flows

Cash Flows from Operating Activities

Cash flows from Financing Activities

Proceeds from share issue

Cash flows provided by financing activities

Effect of foreign exchange

Cash at beginning of period

Cash at end of period

The accompanying notes are an integral part of these unaudited condensed financial statements.

B ophelo Holdings Ltd

Notes to the Unaudited Condensed Financial Statements

August 4, 2021 (Inception) to September 30, 2021

Note 7: Financial Instruments 4 changes

6 unchanged paragraphs

At August 31, 2021, the Company's financial instruments include cash, accounts payable, and loan from shareholder

B ophelo Holdings Ltd

Notes to the Unaudited Condensed Financial Statements

August 4, 2021 (Inception) to September 30, 2021

Note 4: Significant accounting policies (continued) 2 changes

The Company does not have any revenue streams at the moment as it has not made any commercial sales to date. The Company does expect to have a single revenue stream in the future which will relate to the sale of cannabis biomass. This revenue stream which will be assessed as one performance obligation. Revenue from biomass and cannabis flower sales will be recognized once the performance obligation has been satisfied, which would be upon the customer taking the delivery of the bulk biomass and/or cannabis flower. The transaction price for each product and service will be determined based on the respective invoice.

8 unchanged paragraphs

The amount of deferred tax provided is based on the expected manner of recovery or settlement of the carrying amount of assets and liabilities, using tax rates (substantively) enacted, at year-end. Deferred tax assets are recognized to the extent that it is probable that future taxable profits will be available against which they can be utilized. Deferred tax assets and liabilities are offset if there is a legally enforceable right to offset current tax liabilities and assets, and they relate to income taxes levied by the same tax authority on the same taxable entity, or on different taxable entities which intend either to settle current tax liabilities and assets on a net basis or to realize the assets and settle the liabilities simultaneously. Current and deferred Bophelo B ophelo Bio Science and Wellness (Pty) Ltd Notes to the Condensed Unaudited Financial Statements For the Years Nine Months Ended December 31, 2019 and 2020 September 30, 2021

Note 7: Right of use asset 16 changes

The Company leases the land from Mophuthi Matsoso Development Trust.

Additions during the year

Balance as at December 31, 2019

The Company leases land upon which it's operating premised are located from the Mophuthi Matsoso Development Trust.

Balance as at January 1, 2019 2020

2 unchanged paragraphs

Additions during the year

foreign exchange movement

Balance as at September 30, 2021

1 unchanged paragraph

Effects of Currency Translation

Balance as at December 31, 2019

Balance as at January 1, 2019 2020

2 unchanged paragraphs

At December 31, 2019

Effects of Currency Translation

Balance as at September 30, 2021

1 unchanged paragraph

At September 31, 2021

The carrying amount of the right-of-use asset is depreciated on a straight-line basis over the remaining term of the lease, which at December 31, 2020, September 30, 2021, was around 18 17 years.

Note 13: Capital (continued) 4 changes

Issued Share Capital

Balance at December 31, 2020

Issued and outstanding as at September 30 2021

1 unchanged paragraph

At the time of the formation of the Company, 100 ordinary shares were issued to its founders, L Mojela & G Seape. During the 2019, L Mojela and G Seape exchanged these shares for shares in Boiketlo Biomed Pty Ltd.("Boiketlo") , which resulted in Boiketlo holding 100% of the 100 shares comprising the Company's issued share capital at the time. Following this, the Company changed the par value per share of its authorized share capital to 0.01 Loti (US$0.0007) each, from its initial par value of 1 Loti (US$0.07) each. Subsequently, during 2019, Middleton Gardens Ltd. ("Middleton") subscribed for 122,212 ordinary shares at a par value of 0.01 Loti (US$0.0007) each and Boiketlo subscribed for a further 99,900 ordinary shares at the same par value per share. Pursuant to the Sale and Purchase Agreement entered into on November 27, 2019, Halo Collective Inc. ("Halo") acquired all of the outstanding and issued ordinary shares held by Middleton and Boiketlo and consequently became the 100% shareholder of the Company holding all 222,212 ordinary shares in issue.

Note 14: Financial instruments and risk management 5 changes

3 unchanged paragraphs

Notes to the Financial Statements

For the Years Ended December 31, 2019 and 2020

The Company derecognizes a financial asset when:

the contractual rights to the cash flows from the financial asset expire; or it transfers the rights to receive the contractual cash flows in a transaction in which either:

substantially all of the risks and rewards of ownership of the financial asset are transferred; or the Company neither transfers nor retains substantially all of the risks and rewards of ownership and it does not retain control of the financial asset Financial liabilities are classified as measured at amortized cost or fair value through profit or loss (FVTPL). A financial liability is classified as at FVTPL if it is classified as held-for-trading, it is a derivative or it is designated as such on initial recognition. Financial liabilities at FVTPL are measured at fair value and net gains and losses, including any interest expense, are recognized in profit or loss. Other financial B ophelo Bio Science and Wellness (Pty) Ltd Notes to the Condensed Unaudited Financial Statements For the Nine Months Ended September 30, 2021

Note 14: Financial instruments and risk management (continued) 12 changes

A financial asset (unless it is a trade receivable without a significant financing component) or financial liability is initially measured at fair value plus or minus, for an item not at Fair value through profit or loss (FVTPL), transaction costs that are directly attributable to its acquisition or issue. A trade receivable without a significant financing component is initially measured at the transaction price.

The Company derecognizes a financial asset when:

the contractual rights to the cash flows from the financial asset expire; or it transfers the rights to receive the contractual cash flows in a transaction in which either:

substantially all of the risks and rewards of ownership of the financial asset are transferred; or the Company neither transfers nor retains substantially all of the risks and rewards of ownership and it does not retain control of the financial asset Financial liabilities are classified as measured at amortized cost or fair value through profit or loss (FVTPL). A financial liability is classified as at FVTPL if it is classified as held-for-trading, it is a derivative or it is designated as such on initial recognition. Financial liabilities at FVTPL are measured at fair value and net gains and losses, including any interest expense, are recognized in profit or loss. Other financial liabilities are subsequently measured at amortized cost using the effective interest method. Interest expense and foreign exchange gains and losses are recognized in profit or loss. Any gain or loss on derecognition is also recognized in profit or loss.

1 unchanged paragraph

At December 31, 2020, September 30, 2021, the Company's financial instruments include cash, loans and borrowings, and trade and other payables.

4 unchanged paragraphs

Bophelo Bio Science and Wellness (Pty) Ltd

Notes to the Financial Statements

For the Years Ended December 31, 2019 and 2020

The Company has exposure to the following risks arising from financial instruments:

Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial instrument fails to meet its contractual obligations and arises principally from the Company's receivables from customers and investments in debt securities. The Company is yet to be exposed to credit risk as revenue has yet to be generated.

Liquidity risk is the risk that the Company will encounter difficulty in meeting the obligations associated with its financial liabilities that are settled by delivering cash or another financial asset. The Company's objective when managing liquidity is to ensure, as far as possible, that it will have sufficient liquidity to meet its liabilities when they are due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Company's reputation. The Company is currently not generating revenue and is therefore at risk of not obtaining the required cash flow from the Company's lenders in order to incur and settle the necessary capital and operational expenses.

Market risk is the risk that changes in market prices — e.g., foreign exchange rates, interest rates and equity prices — will affect the Company's income or the value of its holdings of financial B ophelo Bio Science and Wellness (Pty) Ltd Notes to the Condensed Unaudited Financial Statements For the Nine Months Ended September 30, 2021

Note 16: Income Taxes 10 changes

5 unchanged paragraphs

For the Years Ended December 31, 2019 and 2020

Temporary differences that give rise to the following deferred tax assets and liabilities at are:

and 8 more changes in the filing

Note 1: Nature of Operations 1 change

3 unchanged paragraphs

1 unchanged paragraph

and 1 more change in the filing

Note 2: Basis of preparation and going concern (continued) 2 changes

and 2 more changes in the filing

Note 5: Intangible Assets (continued) 1 change

2 unchanged paragraphs

and 1 more change in the filing

Note 9: Income Tax 5 changes

1 unchanged paragraph

7 unchanged paragraphs

and 5 more changes in the filing

Note 11: Subsequent Events 38 changes

2 unchanged paragraphs

1 unchanged paragraph

1 unchanged paragraph

1 unchanged paragraph

1 unchanged paragraph

1 unchanged paragraph

1 unchanged paragraph

1 unchanged paragraph

and 38 more changes in the filing

Note 2: ACCOUNTING PERIODS PRESENTED 3 changes

1 unchanged paragraph

and 3 more changes in the filing

Note 3: PRELIMINARY PURCHASE PRICE ALLOCATION 1 change

and 1 more change in the filing

Note 4: PRO FORMA ADJUSTMENTS 9 changes

1 unchanged paragraph

2 unchanged paragraphs

and 9 more changes in the filing

Note 1: BASIS OF PRO FORMA PRESENTATION 1 change

3 unchanged paragraphs

and 1 more change in the filing

Note 2: ACCOUNTING PERIODS PRESENTED (continued) 1 change

1 unchanged paragraph

and 1 more change in the filing

Note 4: PRO FORMA ADJUSTMENTS (continued) 3 changes

1 unchanged paragraph

3 unchanged paragraphs

and 3 more changes in the filing

Recent Sales of Unregistered Securities 3 changes

1 unchanged paragraph

3 unchanged paragraphs

and 3 more changes in the filing

Exhibits and Financial Statements Schedule 18 changes

8 unchanged paragraphs

8 unchanged paragraphs

2 unchanged paragraphs

and 18 more changes in the filing

Undertakings 23 changes

4 unchanged paragraphs

3 unchanged paragraphs

1 unchanged paragraph

3 unchanged paragraphs

1 unchanged paragraph

1 unchanged paragraph

1 unchanged paragraph

1 unchanged paragraph

2 unchanged paragraphs

and 23 more changes in the filing