Akanda: securities offering (amended)

Cover page 5 changes

As filed with the Securities and Exchange Commission on January 31, February 14, 2022

Registration No. 333- 333-262436

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PRE-EFFECTIVE AMENDMENT NO. 1 TO

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SUBJECT TO COMPLETION DATED JANUARY 31, FEBRUARY 14, 2022

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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.

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Prospectus summary 9 changes

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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 $20,000 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. We have recently entered into a non-binding agreement to acquire Cellen Life Sciences Limited, a United Kingdom based digital pain clinic that prescribes and provides cannabis based medical products to patients in the United Kingdom, for a total purchase consideration of £10 million (US$13.361 million) to be settled through an issue of common shares of the Company. Furthermore, we have entered into a bridge loan facility with Cellen. In terms of the bridge loan facility, we will extend a line of credit of up to $500,000 in secured bridge finance to Cellen Life Sciences Limited. 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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We are targeting what we believe to be the lucrative international medical cannabis market, which is estimated to be worth approximately $47 billion by 2027, according to Emergen Research (October 2020) .

We are targeting what we believe to be the lucrative international medical cannabis market, which is estimated to be worth approximately $47 billion by 2027, according to Emergen Research (October 2020) . We believe there has been a growing demand for medical cannabis around the world as a result of the increased legalization of cannabis for medical purposes as well as the rise in cannabis-related medical research activities. Our site at Bophelo offers us a cultivation environment that we believe can yield exceptional growing economics for premium quality cannabis. We intend to address the market needs of wholesalers in the international market for medicinal-grade cannabis supplied at a competitive price.

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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 (US$13.361 million) in common shares of the Company. In furtherance of that potential transaction, on December 1, 2021, we entered into a bridge loan facility with Cellen whereby we agreed to extend a line of credit of US$500,000 to Cellen, secured by all of the assets of Cellen. To date, Cellen has borrowed approximately $336,600 under the facility. 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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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 1,639,810 Common Shares will be issued to Halo at a conversion price of $5.00 $4.00 per Common Share, assuming an which equals 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.

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Recent Private Placements

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 49.6% 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% 43.8% of our issued and outstanding Common Shares at the closing of this offering.

includes 880,000 Common Shares issued to our Executive Chairman to settle the Bridge Loan Facility Recent Private Placements 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 (the "Seed Financing").

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None of the foregoing transactions involved any underwriters, underwriting discounts or commissions, or any public offering except that Boustead Securities, LLC served as the placement agent for the Seed Financing and the Private Placement. Boustead Securities, LLC waived any commission for the Seed Financing and received under the Private Placement: (a) a commission equal to 7% of the gross proceeds and (b) a non-accountable expense allowance equal to 1% 0.5% of the gross proceeds. The issuances of the above Common Shares were deemed to be exempt from registration under the Securities Act in reliance upon Section 4(a)(2) of the Securities Act or Regulation D promulgated thereunder as transactions by an issuer not involving any public offering. The sale and issuance of Common Shares to investors outside the United States under these financings was also in reliance upon Regulation S promulgated under the Securities Act.

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The offering 10 changes

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Common Shares Outstanding Before this Offering

24,567,128 Common Shares.

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 $4.00 per Common Share. which is the midpoint of the price range set forth on the cover page of this prospectus.

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28,567,128 28,903,090 Common Shares (or 29,167,128 29,503,090 Common Shares if the underwriters exercise the over-allotment option in full).

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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 commencement of the registration statement sales of which the Common Shares in connection with this prospectus forms a part. offering.

We estimate that the net proceeds to us from this offering will be approximately $17.8 $14.2 million, assuming an initial public offering price of $5.00 $4.00 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.

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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.

Risk factors 14 changes

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 is based on 24,903,090 Common Shares as of February 14, 2022, and excludes:

up to 322,000 Common Shares issuable upon the exercise in full of the Representative's warrants; and • 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.

Unless otherwise indicated, the information in this prospectus assumes the following:

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;

the issuance of 2,288,400 Common Shares pursuant to the completion of the Private Placement;

the issuance of 880,000 Common Shares to settle the Bridge Loan Facility;

the issuance of 869,963 Common Shares to the ESG Trust;

the issuance of 1,639,810 Common Shares to Halo upon conversion of the Debenture; and no exercise by the underwriters of their option to purchase additional Common Shares.

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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 November 12, 2021, following the date closing of this prospectus, the Acquisition and the Halo owns Transfer, Halo owned approximately 47.4% 49.6% 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 $4.00 per share (the midpoint of the initial public offering price), range set forth on the cover page of this prospectus), we anticipate that Halo will own approximately 43.2% 43.8% 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 $4.00 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 $3.45 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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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, 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. In the U.K., financial benefit directly or indirectly arising from conduct that would be considered unlawful if it were to take place in the U.K. may be viewed to be within the purview of these laws, and persons receiving any such benefit, including investors 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% 60.5% 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 3 changes

We estimate that we will receive approximately $17.8 $14.2 million (based on an assumed initial public offering price of $5.00 $4.00 per Common 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, after deducting the underwriting discounts and commissions and estimated offering expenses of approximately $2.2 $1.76 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 $2.208 million.

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Each $1.00 increase (decrease) in the assumed initial public offering price of $5.00 $4.00 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 $3.7 million, assuming the assumed initial public offering price of $5.00 $4.00 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.

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Capitalization 4 changes

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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 $4.00 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 2,288,400 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 $4.00 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.

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Common Shares (28,136,797 issued, unlimited

Common Shares (29,903,090 issued, unlimited

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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 $5.25 (assuming an initial public offering price of $5.00 $4.00 per share). (the midpoint of the price range set forth on the cover page of this prospectus)).

Dilution 10 changes

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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), ($11,530,241), 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 $4.00 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 $4.00 per Common Share, (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 2,288,400 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, $15,986,299, or $0.68 $0.55 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 $15,986,299 by 19,567,899 28,903,090 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 $3.45 per Common Share to our existing shareholders, and an immediate dilution in net tangible book value of $4.32 $3.45 per Common Share to purchasers of Common Shares in this offering.

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Assumed Initial public offering price per Common Share

Net tangible book value per Common Share before this offering (as of September 30, (1.89 ) 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 ) $ 1.68 Pro forma net tangible book value per Common Share before this offering (as of September 30, 2021) $ (0.07 (0.21 ) Increase in net tangible book value per Common Share attributable to conversion of the Debenture offering $ 0.28 Increase in net tangible book value per Common Share attributable to purchasers in this offering $ 0.61 0.48 Pro forma, as adjusted net tangible book value per Common Share immediately after this offering $ 0.68 0.55 Dilution in pro forma, as adjusted net tangible book value per Common Share to purchasers in this offering $ 4.32 3.45 Each $1.00 increase (decrease) in the assumed initial public offering price of $5.00 $4.00 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, $3,700,000, 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, $3,700,000, and the dilution in pro forma, as adjusted net tangible book value per Common Share to purchasers in this offering by ($0.13), ($0.11), assuming the assumed initial public offering price of $5.00 $4.00 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 $0.62 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 $3.38 per Common Share, in each case assuming an assumed initial public offering price of $5.00 $4.00 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 $4.00 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.

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Each $1.00 increase (decrease) in the assumed initial public offering price of $5.00 $4.00 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 $3,700,000 and $0.14 $0.13 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%, 5.14%, 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 $3,700,000 and $0.18 $0.08 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%, 5.14%, and in the case of a decrease, would decrease the percentage of total consideration paid by purchasers in this offering by 6.56%, 6.08%, assuming the assumed initial public offering price of $5 $4.00 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% 15.59% 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% 84.41% of the total number of Common Shares outstanding immediately after this offering.

MD&A 8 changes

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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 at August 31, 2021 by ERB Investment Holdings, LLC and 937,801 Common Shares held of record at August 31, 2021 by S&G Holdings, Ltd. Both ERB Investment Holdings, LLC and S&G Holdings, Ltd. are wholly owned and controlled by Raj Beri).

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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 an additional 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 A final closing of the offering took place on January 26, 2022 for a further subscription of 4,000 8,000 common shares and at a purchase price of $2.50 per share, for $19,982 in gross proceeds.

Boustead Securities, LLC received under the Private Placement: (a) a commission equal to 7% of the gross proceeds and (b) a non-accountable expense allowance equal to 1% 0.5% of the gross proceeds. The issuances of the above Common Shares were deemed to be exempt from registration under the Securities Act in reliance upon Section 4(a)(2) of the Securities Act or Regulation D promulgated thereunder as transactions by an issuer not involving any public offering. The sale and issuance of Common Shares to investors outside the United States under the Private Placement was also in reliance upon Regulation S promulgated under the Securities Act.

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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 at September 30, 2021 by ERB Investment Holdings, LLC and 937,801 Common Shares held of record at September 30, 2021 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.

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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 an additional 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 A final closing of the offering took place on January 26, 2022 for a further subscription of 4,000 8,000 Common Shares and at a purchase price of $2.50 per share, for $19,982 in gross proceeds.

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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. US$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 US$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 US$1,000,000 has been raised.

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Our revenue is primarily derived through providing genetic diagnostic tests the sale of cannabis based products for medical use to customers. We recognize revenue in accordance with International Financial Reporting Standards ("IFRS") 15 "Revenue from Contracts with Customers".

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Business 8 changes

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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 49.6% 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% 43.8% of our issued and outstanding Common Shares at the closing of this offering.

includes 880,000 Common Shares issued to our Executive Chairman to settle the Bridge Loan Facility Our Business We are a cannabis cultivation, manufacturing and distribution company whose mission is to provide premium quality 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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Our indirect wholly-owned subsidiary Canmart, a company incorporated under the laws of England and Wales, is a licensed importer and distributor of CBPMs in the United Kingdom. Canmart holds a Controlled Drug License issued by the Home Office to possess and supply CBPMs in the United Kingdom. This license is due to expire on February 3, 2022 and needs to be reapplied for on a yearly basis. Canmart is required to apply for an import license issued by the Home Office for every specific shipment of CBPMs and Canmart has thus far successfully been granted such import licenses. Canmart holds both a Manufacturer's Specials License for importation of CBPMs and a Wholesale Distribution Authorization from the Medicines and Healthcare Products Regulatory Agency.

This license is due to expire on February 3, 2022 and needs to be reapplied for on a yearly basis. Canmart is required to apply for an import license issued by the Home Office for every specific shipment of CBPMs and Canmart has thus far successfully been granted such import licenses. Canmart holds both a Manufacturer's Specials License for importation of CBPMs and a Wholesale Distribution Authorization from the Medicines and Healthcare Products Regulatory Agency.

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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 (US$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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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 a 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 (US$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 US$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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Management 17 changes

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Gugulethu Dingaan (2)

Mr. van den Berg is a director and Chief Financial Officer and an appointee of Halo, which is expected to own approximately 43.2% 43.8% 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 directors, and director nominees. directors.

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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:

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 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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Charles Kié has served as a an independent 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 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 served as a non-executive an independent director of Akanda since February 2022. 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 Gugulethu 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 served as a non-executive an independent director of Akanda since February 2022. 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.

Bridget Baker has served as an independent director of Akanda since February 2022. Ms. Baker is an experienced corporate board director noted for building a $5 billion content-distribution business from inception at NBC Universal. A co-founder at CNBC and the company's first president of TV Networks Distribution, a position she held from 2006 to 2013. Ms. Baker is credited with building, and later overseeing, NBCUniversal's cable, satellite and telco subscription-revenue business as it became one of the largest and most profitable in the industry. Following a distinguished 22-year career at NBC Universal, where she was at the forefront of a wide range of strategic initiatives, from expanding coverage of the Olympic Games to creating Hulu, Ms. Baker established in 2013 Baker Media Inc., an independent consultancy that advises and represents media and technology companies, of which she is the founder and CEO, a position she has held from 2013 to present. Ms. Baker was the first woman elected to the board of directors of global digital music company, LiveOne Media (Nasdaq: LVO), in October of 2019. Ms. Baker still currently serves as a non-executive director of LiveOne Media and serves on the Compensation Committee and Nominating & Governance Committee of that company. From 2013– 2018, Ms. Baker was the first and only woman to serve on the board of directors of General Communication, Inc., Alaska's largest telecommunications company (Nasdaq: GNCMA). In 2018, the company completed a $2 billion merger with John Malone's Liberty Interactive to form GCI Liberty (Nasdaq: GLIBA). While on the board, Ms. Baker was pivotal in creating the GCI Women's Network, the company's first-ever employee resource group. In 2016, Ms. Baker was nominated to the board of directors of Yahoo! As the sole woman inducted to the Cable Television Pioneers Association in 2008, she was also awarded NCTA's Vanguard Award for Distinguished Leadership, considered the cable industry's highest honor, four years later. Ms. Baker was inducted in October, 2021 to the prestigious Cable Industry Hall of Fame and she is a member of C200, an invitation-only global organization of top women business leaders. Ms. Baker graduated from pitzer college.

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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 directors director nominees, or executive officers have, during the past ten years:

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Nasdaq Listing Rule 5605(d)(2)(A) requires, among other things, that the Company's compensation and human resources committee include at least two members, each of whom is an independent director as defined under Nasdaq Listing Rule 5605(a)(2). At the time of listing, our compensation and human resources committee will be comprised of three four directors, and each member of the compensation and human resources committee will meet the independence requirements of Nasdaq Listing Rule 5605(a)(2).

Nasdaq Listing Rule 5605(e) requires that the nominations committee include solely independent directors. At the time of listing, our nominating and ESG committee will be comprised of three four directors, and each member of the nominating and ESG committee will meet the independence requirements of Nasdaq Listing Rule 5605(a)(2).

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

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Our audit and risk committee will be composed of three independent directors including Charles Kié, who Gugulethu Dingaan, and Bridget Baker. Charles Kié will serve as chair of the committee. Charles Kie 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 each of Charles Kié, Gugulethu Dingaan, and Bridget Baker meets the definition of "independent director" for purposes of serving on the audit and risk committee under the Nasdaq rules and 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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Our nominating and ESG committee will be composed of three independent directors including Charles Kié, who Gugulethu Dingaan, Bridget Baker, and Gila Jones. Charles Kié will as chair of the committee. Our Board of Directors has affirmatively determined that each of Charles Kié, Gugulethu Dingaan, Bridget Baker, and Gila Jones 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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Our compensation & human resources committee will be composed of three independent directors including Charles Kié, who Gugulethu Dingaan, Bridget Baker, and Gila Jones. Gugulethu Dingaan will serve as chair of the committee. Our Board of Directors has affirmatively determined that each of Charles Kié, Gugulethu Dingaan, Bridget Baker, and Gila Jones 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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Principal stockholders 24 changes

The following table sets forth information about the beneficial ownership of our Common Shares as of January 27, 31, 2022 by:

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

all of our executive officers and directors; and

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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Percentages beneficial ownership (as determined in accordance with Rule 13d-3 under the Exchange Act) are based on 22,385,317 24,903,090 Common Shares outstanding as of January 27, 31, 2022 and includes (i) 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; (ii) the issuance of 2,288,400 Common Shares pursuant to the completion of the Private Placement; (iii) the issuance of 880,000 Common Shares to settle the Bridge Loan Facility; (iv) the issuance of 869,963 Common Shares to the ESG Trust; and (v) the issuance of 1,639,810 Common Shares issuable upon conversion of the debenture described in footnote (4) to the table. The column titled "Percentage of Common Shares Beneficially Owned Immediately After this Offering" further is based on the 4,000,000 Common Shares that we are selling in this offering. and an additional 1,311,848 Common Shares issuable upon conversion of the debenture described in footnote (6) to the 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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Immediately Prior to this

Immediately After this

Executive Officers, Directors, and Director Nominees:

Percentage of Common Shares

Beneficially Owned (1)

Executive Officers and Directors:

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Gugu Dingaan, Director Nominee

Gila Jones, Director Nominee

Gugulethu Dingaan, Director

Bridget Baker, Director

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

Name of Beneficial Owner

Percentage of Common Shares

Beneficially Owned (1)

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Halo Collective Inc. (3) (4)

1306077 B.C. LTD. (4) ( 5 )

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Includes 1,639,810 Common Shares which are expected to be issued to Halo upon the conversion of the Debenture at a conversion price of $4.00 per Common Share upon the consummation of this offering pursuant to the terms of the Debenture, assuming an initial public offering price of $4.00 per Common Share.

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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.

Includes 937,801 844,021 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.

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Related-party transactions 3 changes

In addition to the compensation arrangements discussed under " 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 " Management Compensation " and " Principal Shareholders ."

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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.

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 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.

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Description of share capital and articles of incorporation 1 change

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As of the date of this prospectus, the Company has 25,567,128 24,903,090 Common Shares issued and outstanding and no Preferred Shares outstanding.

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Securities eligible for future sale 7 changes

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After completion of this offering, we will have 28,576,128 28,903,090 Common Shares issued and outstanding (or 29,167,128 29,503,090 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.

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All of the shares held by our directors, officers and certain holders of at least 1% of our outstanding securities to be subject to a 365 day lock-up restriction described under " Underwriting " on page 106 105 . 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 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:

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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 90 days from after the date on which the trading of our Common Shares on Nasdaq commences, at the expiration of all the lock-up periods for 2,095,200 shares held by Investors (excluding our officers directors and holders of at least 1% of our outstanding securities, 21,149,218 additional shares directors) in the Private Placement as described below 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.

beginning 210 days after the date on which the trading of our Common Shares on Nasdaq commences, 2,100,000 shares held by the Halo Transferee as described below will become eligible for sale in the public market subject to the volume and other restrictions of Rule 144 as described below.

beginning 270 days after the date on which the trading of our Common Shares on Nasdaq commences, 12,341,060 shares held by Halo as described below will become eligible for sale in the public market subject to the volume and other restrictions of Rule 144 as described 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 periods for our officers, directors and holders of at least 1% of our outstanding securities, 6,700,006 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 Rule144 and Rule 701 as described below.

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Pursuant to certain "lock-up" agreements, we, our executive officers, directors and certain holders of at least 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.

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Plan of distribution 6 changes

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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.

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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 $4.00 per Common Share which is the midpoint of the price range set forth on the cover page of this prospectus:

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Non-accountable expense allowance (0.5%)

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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 125% of the public offering price of the shares sold in this offering. The Representative's warrants will have a cashless exercise provision and will terminate on be exercisable for a five year period from the fifth anniversary commencement of the effective date sales of the registration statement of which Common Shares in connection with this prospectus is a part. offering. The Representative's warrants are not exercisable or convertible for more than five years from the commencement of sales of the public offering. 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 commencement of the registration statement sales of which the Common Shares in connection with this prospectus forms a part. offering. We have registered the Representative's warrants and the shares underlying the Representative's warrants in this offering.

The Representative's warrant and the underlying shares may be deemed to be compensation by FINRA, and therefore will be subject to FINRA Rule 5110(e)(1). In accordance with FINRA Rule 5110(e)(1), neither the Representative's warrant nor any of our Common Shares issued upon exercise of the Representative's warrants may be sold, transferred, assigned, pledged or hypothecated, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities by any person, for a period of 180 days immediately following from the effective date commencement of the registration statement pursuant to which sales of the Representative's warrant is being issued, Common Shares in connection with this offering, subject to certain exceptions. The Representative's warrant to be received by the Representative and related persons in connection with this offering: (i) fully comply with lock-up restrictions pursuant to FINRA Rule 5110(e)(1); and (ii) fully comply with transfer restrictions pursuant to FINRA Rule 5110(e)(2).

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Our directors, executive officers and certain beneficial holders of 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.

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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 Unaudited Pro Forma Condensed Combined Financial Statements of Akanda Corp. as of September 30, 2021 (Expressed in United States Dollars) Pro Forma Condensed Combined Statement of Financial Position as of September 30, 2021 (unaudited) Pro Forma Condensed Combined Statement of Operations for the Nine Months ended September 30, 2021 (unaudited) Pro Forma Condensed Combined Statement of Operations for the Nine Months ended September 30, 2020 (unaudited) Pro Forma Condensed Combined Statement of Operations for the year ended December 31, 2020 (unaudited) Pro Forma Condensed Combined Statement of Operations for the year ended December 31, 2019 (unaudited) Notes to the Unaudited Pro Forma Condensed Combined Financial Statements as of September 30, 2021 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 7: Subsequent Events (continued) 2 changes

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 US $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 US$5.3 million in exchange for issuing 2,126,000 2,126,400 common shares at a price of US$ 2.50 $2.50 per share. Subsequent to the initial first closing, the Company undertook a final an additional closing of the private placement fund raising process on January 14, 2022 and pursuant to will issue which issued a further 154,000 common shares to subscribers at a price of US$ 2.50 $2.50 per share, An additional and for approximately US$385,000 in gross proceeds. A final closing of the offering took place on January 26, 2022 for a further subscription of 4,000 8,000 common shares and $19,982 at a price of $2.50 per share, for US$19,982 in gross proceeds.

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Note 11: Subsequent Events 21 changes

Entering into of Sale and Purchase Agreement with Halo Collective Inc. 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. 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/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. 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. US$13,129,212. On November 3, 2021, Cannahealth Ltd acquired, for a total purchase consideration of USD $1, 100% US$1,100% of the issued and outstanding share capital of Canmart Ltd from Halo, together with the outstanding intercompany loan claims (with a carrying amount of USD $1,226,679) US$1,226,679) held by Halo against Canmart Ltd, pursuant to an internal reorganization undertaken by Halo. Following the completion of the internal reorganization, the Company became a wholly owned subsidiary of Cannahealth Ltd, which was in turn acquired on or around November 3, 2021 by Akanda Corp. pursuant to the successful closing of a share purchase agreement with Halo Collective Inc. ("Halo").

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 US$5.3 million in exchange for issuing 2,126,000 2,126,400 common shares at a price of US$ 2.50 $2.50 per share. Subsequent to the initial first closing, the Company undertook a final an additional closing of the private placement fund raising process on January 14, 2022 and pursuant to will issue which issued a further 154,000 common shares to subscribers at a price of US$ 2.50 $2.50 per share An additional and for approximately US$385,000 in gross proceeds. A final closing of the offering took place on January 26, 2022 for a further subscription of 4,000 8,000 common shares and $19,982 at a price of $2.50 per share, for US$19,982 in gross proceeds.

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The issue of 2,280,400 2,288,400 common shares of the Company at a price of $2.50 each pursuant to a private placement capital raise;

The issue of 4,000,000 common shares of the Company at a price of $5.00 $4.00 pursuant to the Company's Initial Public Offering.

The settlement of a Debenture owing to Halo with a total outstanding debt of $6,559,254 through an issue of 1,311,851 1,639,814 common shares of the Company at a price of $5.00 $4.00 each.

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Unaudited Pro Forma Condensed Combined Statement of Financial Position As of September 30, 2021 Akanda Corp. Cannahealth Bophelo Holdings Canmart Bophelo Bio Science Total Proforma Adjustments Notes Proforma As Adjusted $ 30 September 2021 30 September 2021 30 September 2021 30 September 2021 30 September 2021 30 September 2021 ASSETS Current Assets Cash 250,001 1,396 227,856 480,444 959,832 23,644,920 19,983,320 4(a,c&d) 24,604,752 20,943,152 Trade and other receivables — — — 105,142 — 105,142 — 105,142 Prepayments — — — — 108,659 108,659 — 108,659 Inventory — — — 12,597 — 12,597 — 12,597 Loan to shareholder — — — — — Total Current Assets 250,001 1,396 345,595 589,109 1,186,236 23,644,920 24,831,156 19,983,320 21,169,556 Non-Current Assets Property, plant and equipment — — — — 1,515,188 1,515,188 — 1,515,188 Capital work in progress — — — — 487,875 487,875 — 487,875 Right-of-use asset — — — — 2,035,074 2,035,074 — 2,035,074 Intangible assets — — — 17,022 264,188 281,210 — 281,210 Total Non-Current Assets — — — 17,022 4,302,325 4,319,347 — 4,319,347 Total Assets 250,001 1,396 362,617 4,891,434 5,505,583 23,644,920 29,150,503 19,983,320 25,488,903 LIABILITIES AND SHAREHOLDER'S EQUITY Current Liabilities Trade and other payables 92,055 — — 327,198 245,600 664,853 — 664,853 Loans and borrowings 4,226 — — — 10,603,444 10,603,444 (8,009,785 ) 4(b&e) 2,593,659 Lease liability — — — — 45,662 45,662 — 45,662 Total Current Liabilities 96,281 — — 327,198 10,894,706 11,313,959 (8,009,785 )- 3,304,174 Non-Current Liabilities Lease liability — — — — 2,432,073 2,432,073 — 2,432,073 Loans and borrowings — — — 969,282 — 973,508 — 973,508 Total Non-Current Liabilities — — — 969,282 2,432,073 3,405,581 — 3,405,581 Total Liabilities 96,281 — — 1,296,480 13,326,779 14,719,540 (8,009,785 ) 6,709,755 Shareholders' Equity Capital 250,001 1,477 251,775 45,531,612 41,870,012 4(a,bc,d&e) 45,783,387 42,121,787 Reserves — — — 21,046 21,053 — — 21,053 Accumulated deficit (96,179 ) — — (960,473 ) (8,626,701 ) (9,683,353 ) (749,469 ) (10,432,822 ) Other comprehensive income (102 ) (81 ) (3 ) 5,561 191,193 196,568 (13,127,438 ) 4(a) (12,930,870 )) Total Shareholders' equity 153,720 1,396 (933,863 ) (8,435,345 ) (9,213,957 ) 31,654,705 22,440,748 27,993,105 18,779,148 Total Liabilities and Shareholders' Equity 250,001 1,396 362,617 4,891,434 5,505,583 23,644,920 29,150,503 19,983,320 25,488,903 See accompanying notes to the Unaudited Pro Forma Condensed Combined Financial Statements.

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Unaudited Pro Forma Condensed Combined Statement of Operations

Year Ended December 31, 2020

Amortisation and depreciation

Consulting and professional fees

Fair value adjustment

General & administrative expenses

Loss from Operations

Net loss from operations

Foreign exchange translation

Net and comprehensive loss

Basic and dilutive loss per ordinary share

Weighted average number of ordinary shares

See accompanying notes to the Unaudited Pro Forma Condensed Combined Financial Statements.

Unaudited Pro Forma Condensed Combined Statement of Operations for the Year Ended December 31, 2019 $ Akanda Corp. Cannahealth Bophelo Holdings Canmart Bophelo Bio Science Total Proforma Adjustments Notes Proforma As Adjusted N/A N/A N/A 31 December 2019 31 December 2019 Sales — — — — — — — — Cost of sales — — — — — — — — Gross Profit — — — — — — — — Amortisation and depreciation — — — — (198,824 ) (198,824 ) — (198,824 ) Consulting and professional fees — — — — (365,641 ) (365,641 ) — (365,641 ) Biological Assets costs — — — — — — — — Short term accommodation expense — — — — (26,269 ) (26,269 ) — (26,269 ) Office expenses — — — — (13,116 ) (13,116 ) — (13,116 ) Personnel expenses — — — — (100,256 ) (100,256 ) — (100,256 ) Travel expenses — — — — (30,582 ) (30,582 ) — (30,582 ) General & Administration expenses — — — (32 ) (166,515 ) (166,547 ) — (166,547 ) Loss from Operations — — — (32 ) (901,203 ) (901,235 ) — (901,235 ) Finance income — — — — Finance expenses — — — — (493,807 ) (493,807 ) (1,100,000 ) 4(d) (1,593,807 ) Other income — — Net loss from operations — — — (30 ) (1,394,611 ) (1,394,641 ) (1,100,000 (2,494,641 ) Foreign exchange translation — — — (1 ) (42,565 ) (42,566 ) — (42,566 ) Net and comprehensive loss — — — (31 ) (1,437,176 ) (1,437,207 ) (1,100,000 (2,537,207 ) Basic and dilutive loss per ordinary share — — — (15.50 ) (33.26 ) — (0.12 ) Weighted average number of ordinary shares outstanding — — — 43,206 28,430,112 4(a,b,c&d) 28,473,320 AKANDA CORP.

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The Company has issued 2,280,400 2,288,400 common shares of the Company at a price of $2.50 each pursuant to a private placement capital raise, and will further issue of 4,000,000 common shares of the Company at a price of $5.00 $4.00 each pursuant to its Initial Public Offering. The Company has also issued 880,000 common shares at a price of $2.50 each to settle a bridge loan facility, and will issue 1,311,851 1,639,814 common shares at a price of $5.00 $4.00 each to settle the principal amount owing in terms of the Debenture.

Note 1: BASIS OF PRO FORMA PRESENTATION 2 changes

The unaudited pro forma condensed combined financial statements are based on the Company's historical financial statements as well as those of Bophelo Bio Science, Canmart, Bophelo Holdings and Cannahealth. These historical consolidated financial statements have been adjusted to give effect to the acquisition of the above-mentioned companies and the shares issued as part of the acquisition, as well as to give effect to the issue of the Company's common shares pursuant to the pre-initial public offering capital raise and the Initial Public Offering itself. The unaudited pro forma combined statements of operations for the reporting periods ended August 31, September 30, 2021 and the reporting periods ended December 31, 2020 give effect to the above-mentioned companies acquisition as if it had occurred on January 1, 2020. (and on January 1, 2019 for The unaudited pro forma condensed statement of operations for the year ended 31 December, 2019). The unaudited proforma combined statements of financial position as of August 31, September 30, 2021 and December 31, 2020 give effect to the above-mentioned companies acquisition as if it had occurred on December 31, 2020. September 30,2021. The Company, including all of and its subsidiaries, will have a fiscal year end of December 31. following the combination of the companies under common control.

For accounting purposes, the Company has considered the accounting guidance provided by the relevant IASB agendas and determined that the merger of Akanda Corporation and Bophelo Bio Science, Canmart, Bophelo Holdings, and Cannahealth should be treated as a combination of companies under common control and the pooling of interests' method applied. As such, the assets and liabilities of Bophelo Bio, Canmart, Bophelo Holdings, and Cannahealth have been presented at their historical carrying values.

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Note 2: ACCOUNTING PERIODS PRESENTED 1 change

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Notes to the Unaudited Pro Forma Condensed Combined Financial Statements The unaudited pro forma condensed combined statement of financial position as of September 30, 2021 is presented as if the acquisition had occurred on September 30, 2021 and combines the unaudited condensed statements of financial position of Akanda Corporation, Bophelo Bio Science, Canmart, Bophelo Holdings, and Cannahealth at September 30, 2021.

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Note 4: PRO FORMA ADJUSTMENTS 4 changes

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In connection with the Company's private placement capital raise, the Company issued 2,280,400 2,288,400 common shares at $2.50 each to raise total gross proceeds under the private placement of $5,701,000. $5,721,000. In connection with its fundraising efforts, the Company has engaged Boustead Securities Limited ("Boustead") as its lead underwriter. In accordance with the Company's agreed-upon terms of engagement with Boustead, a cash fee of 7% of the gross cash proceeds of the capital raise, as well as a 1% non-accountable expense fee is payable to Boustead. Furthermore, Boustead is entitled to receive 7% of the number of shares issued in the form of warrants with a strike price of $2.50. AKANDA CORP.

Notes to the Unaudited Pro Forma Condensed Combined Financial Statements well as a 1% non-accountable expense fee is payable to Boustead. Furthermore, Boustead is entitled to receive 7% of the number of shares issued in the form of warrants with a strike price of $2.50.

In connection with the Company's Initial Public Offering capital raise, the Company will issue 4,000,000 common shares at $5.00 $4.00 each to raise total proceeds under the Initial Public Offering of $20,000,000. $16,000,000. In connection with its fundraising efforts, the Company has engaged Boustead Securities Limited ("Boustead") as its lead underwriter. In accordance with the Company's agreed-upon terms of engagement with Boustead, a cash fee of 7% of the gross cash proceeds of the capital raise, as well as a 1% non-accountable expense fee is payable to Boustead. Furthermore, Boustead is entitled to receive 7% of the number of shares issued in the form of warrants with a strike price of $5.00 $4.00 being the estimated price under the Offering.

In connection with amounts owing to Halo in terms of the Debenture, and to settle the principal debt owing under the Debenture, the Company will issue 1,311,851 1,639,814 common shares at a price of $5.00 $4.00 each upon the completion of an Initial Public Offering and listing of the Company.

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Recent Sales of Unregistered Securities 2 changes

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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 sold an aggregate of 2,126,400 Common Shares at the initial closing of a private placement to accredited investors at a purchase price of $2.50 per share for gross proceeds of $5,316,000 and on January 17 and 26, 2022, the Company completed additional and final closings to accredited investors of 162,000 Common Shares at a purchase price of $2.50 per share, for approximately $405,000. Louisa Mojela, our Executive Chairman, was one of the investors at the initial closing and purchased 100,000 Common Shares at the same purchase price. Other officers and directors of the Company were investors in the additional and final closings and purchased an aggregate of 64,000 Common Shares at the same purchase price.

None of the foregoing transactions involved any underwriters, underwriting discounts or commissions, or any public offering except that Boustead Securities, LLC served as the placement agent for the Seed Financing and the Private Placement. Boustead Securities, LLC waived commission for the Seed Financing and received under the Private Placement: (a) a commission equal to 7% of the gross proceeds and (b) a non-accountable expense allowance equal to 1% 0.5% of the gross proceeds. The issuances of the above securities were deemed to be exempt from registration under the Securities Act in reliance upon Section 4(a)(2) of the Securities Act or Regulation D promulgated thereunder, as transactions by an issuer not involving any public offering.

Exhibits and Financial Statements Schedule 14 changes

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Form of Opinion of Dentons Canada LLP.

Form of Opinion of Dentons Canada LLP as to Canadian tax matters (included in Exhibit 5.1).

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Service Agreement by and among Akanda Corp., Canmart Limited and Louisa Mojela dated January 24, 2022. § 10.1 3 Service Agreement by and among Akanda Corp., Canmart Limited and Trevor Scott dated January 24, 2022. § II-2 Exhibit Number Description 14.1 Code of Business Conduct and Ethics of Akanda Corp. 14.2 Whistleblower Policy of Akanda Corp. 14.3 Related Party Transactions Policy of Akanda Corp. 21.1 List of subsidiaries of Akanda Corp. 23.1 Consent of Dentons Canada LLP (included in Exhibit 5.1).

Service Agreement by and among Akanda Corp., Canmart Limited and Louisa Mojela dated January 24, 2022.

Service Agreement by and among Akanda Corp., Canmart Limited and Trevor Scott dated January 24, 2022.

Code of Business Conduct and Ethics of Akanda Corp.

Whistleblower Policy of Akanda Corp.

Related Party Transactions Policy of Akanda Corp.

List of subsidiaries of Akanda Corp.

Consent of Dentons Canada LLP (included in Exhibit 5.1).

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Non-binding Letter of Intent between Akanda Corp. and Cellen Limited dated October 5, 2021 99.3* Memorandum of Understanding between Akanda Corp. and Cellen Limited dated October 1, 2021 Filing Fee Table.

Indicates a management contract or compensatory plan

(b) Financial Statements Schedules

Non-binding Letter of Intent between Akanda Corp. and Cellen Limited dated October 5, 2021 99. 3 Memorandum of Understanding between Akanda Corp. and Cellen Limited dated October 1, 2021 99.4 Consent of Gila Jones 99.5 Consent of Gugu Dingaan Filing Fee Table * To be filed by Amendment § Indicates a management contract or compensatory plan (b) Financial Statements Schedules See our Financial Statements starting on page F-1. All other schedules have been omitted because they are not required, are not applicable or the information is otherwise set forth in the financial statements and related notes thereto.

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Undertakings 21 changes

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Date: January 31, 2022

Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-1 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of London, the United Kingdom on January 31, February 14, 2022.

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KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Tejinder Virk and Trevor Scott, and each of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution, for her or him and in her or his name, place and stead, in any and all capacities, to sign any and all amendments to this Form F-1 offering registration statement, and to file the same with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and ratifying and confirming all that said attorney-in-fact and agent or her or his substitute or substitutes may lawfully do or cause to be done by virtue hereof.

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Date: January 31, 2022

Date: February 14, 2022

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Date: January 31, 2022

Date: February 14, 2022

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Date: January 31, 2022

/s/ Philip van den Berg

Date: February 14, 2022

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Date: January 31, 2022

Date: January 31, 2022

Date: February 14, 2022

Date: February 14, 2022

/s/ Gugulethu Dingaan

Name: Gugulethu Dingaan

Date: February 14, 2022

Date: February 14, 2022

Date: February 14, 2022

*By: /s/ Trevor Scott

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Pursuant to the requirements of the Securities Act of 1933, as amended, the undersigned, the duly authorized representative in the United States of Akanda Corp., has signed this registration statement in the city of Newark, State of Delaware, on January 31, February 14, 2022.

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