Akanda: securities offering (amended)

Cover page 11 changes

As filed with the Securities and Exchange Commission on February 20, March 11, 2024

Registration No. 333 -_______ -277182

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SUBJECT TO COMPLETION DATED February 20, March 11, 2024

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Warrants to Purchase Common Shares

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We are offering [___] Common Shares, no par value (the "Common Shares") at an assumed public offering price of $ [___] (equal to the last sale price of our common share as reported by The Nasdaq Capital Market on [___]). These shares include ____ Common Shares underlying warrants to purchase our Common Shares.

We are also offering pre-funded warrants to purchase up to an aggregate of [_______] Common Shares, or the pre-funded warrants, in lieu of Common Shares, to any investor whose purchase of Common Shares in this offering would otherwise result in the investor, together with its affiliates and certain related parties, beneficially owning more than 4.99% (or, at the election of the investor, 9.99%) of our outstanding Common Shares immediately following the consummation of this offering. The purchase price of each pre-funded warrant is equal to the price at which one Common Share is sold in this offering, minus $0.0001, and the exercise price of each pre-funded warrant is $0.0001 per share. The pre-funded warrants are immediately exercisable and may be exercised at any time until all of the pre-funded warrants are exercised in full. Upon exercise, for each Common Share issued, a warrant to purchase one Common Share shall also be issued.

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We are not considered a "controlled company" under Nasdaq corporate governance rules as we do not currently expect that more than 50% of our voting power will be held by an individual, a group or another company immediately following the consummation of this offering. Nonetheless, following the consummation of this offering, our directors, officers and principal shareholders will hold in aggregate approximately ____% or more of our Common Shares. As a result, these shareholders, if they act together, will be able to control the management and affairs of our Company.

As a foreign private issuer, we have the option to follow certain Canadian corporate governance practices, except to the extent that such laws would be contrary to U.S. securities laws, and provided that we disclose the requirements we are not following and describe the Canadian practices we follow instead. In accordance with the laws in the Province of Ontario, Canada, we did not hold our annual shareholders meeting in the fiscal year 2023 and will instead hold it in fiscal year 2024 pursuant to an order to delay the calling of the annual meeting granted by the Ontario Superior Court of Justice pursuant to subsection 106(1) of the Business Corporations Act (Ontario). In addition, with regard to this offering, we are following shareholder voting rules in accordance with the laws in the Province of Ontario, Canada, for transactions other than "public offerings" as defined under The Nasdaq Stock Market rules. We may in the future elect to follow additional home country practices in Canada with regard to certain corporate governance matters. See " Risk Factors — Risks Related to Our Common Shares ."

Investing in our securities is highly speculative and involves a high degree of risk. See " Risk Factors " beginning on page 9 10 for a discussion of information that should be considered in connection with an investment in our securities.

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(1) Please refer to "Underwriting" beginning on page 84 85 of this prospectus for additional information regarding underwriter fees and expenses.

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The date of this prospectus is February 20, March 11, 2024

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Prospectus summary 8 changes

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On January 21, 2024, the Company entered into an amended non -binding letter of intent with Somai Pharmaceuticals Ltd. ("Somai") for the sale of RPK (the "LOI"). The term of the LOI was extended through March 31, 2024, and the purchase price therein was amended to an aggregate of $2,000,000 from $2,700,000, which include up to approximately $4,000,000 Euros of RPK's liabilities. In addition, a deposit of $500,000 was placed in an escrow account with the remainder of the balance due upon successful completion of said the proposed transaction. The precise terms of the proposed transaction will be negotiated and contained in a definitive agreement. The closing of the proposed transaction will be subject to customary due diligence, representations and warranties, covenants, indemnities and closing conditions. There can be no assurance or guarantee that the proposed transaction will be consummated, or upon the terms and conditions currently outlined in the LOI.

On February 28, 2024, the Company entered into a definitive share purchase agreement with Cannahealth, Holigen and Somai to sell all of the shares of RPK to Somai for a consideration of $2,000,000, payable by depositing $500,000 in advance to the escrow to be released on the closing date, with the balance of $1,500,000 due upon fulfillment of certain closing conditions on the closing date, including without limitation, obtaining required governmental and SEC approvals, and clearance of any prohibitions of applicable laws, accuracy of representations and warranties, performance of covenants, no material adverse effect, obtaining board and shareholder approvals, obtaining required third party consents, receipt of closing deliveries, and obtaining resignation or dismissal of statutory body members of PRK. The share purchase agreement contains customary representations, warranties and covenants by RPK and Somai. Additionally, the Company, Holigen and Cannahealth have agreed to provide Somai with customary indemnification under the share purchase agreement against certain liabilities, including a breach of representations or warranties, non -fulfillment of any covenant, any applicable third party claim, any applicable unpaid taxes. The Parties agreed on an indemnity basket of $50,000 and a cap of $1,000,000 for the aggregate amount of all damages, subject to certain exceptions. Concurrently with the signing of the share purchase agreement, the Company, Somai and Lawson Lundell LLP also entered into an Escrow Agreement in accordance with the share purchase agreement, pursuant to which, Somai shall deposit $500,000 to the escrow upon the execution and delivery of the share purchase agreement.

On June 12, 2021, we entered into a finder's fee agreement with Cannera Holdings LTD, a British Columbia Corporation, pursuant to which, we agreed to pay Cannera Holdings LTD a finder's fee of 5% of the gross sales price of RPK payable at closing for identifying and introducing or otherwise assisting us with completing the sale of PRK. On February 28, 2024, we received an invoice of $425,000 from Cannera Holdings LTD.

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There are a number of risks that you should carefully consider before making an investment decision regarding this offering. These risks are discussed more fully in the section entitled " Risk Factors " beginning on page 9 10 of this prospectus. You should read and carefully consider these risks and all of the other information in this prospectus, including our financial statements, pro forma combined financial statements and the related notes thereto included in this prospectus, before deciding whether to invest in our securities. If any of these risks actually occur, our business, financial condition, operating results and cash flows could be materially and adversely affected. In such case, the trading price of our securities would likely decline, and you may lose all or part of your investment. These risk factors include, but are not limited to:

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Recent Developments — Registered Direct Offering Offerings

On February 1, 2024, the Company entered into a securities purchase agreement with certain an accredited investors investor in connection with the issuance and sale by the Company in a registered direct offering (the "Registered Direct Offering") at market price in accordance with Nasdaq rules of 280,851 Common Shares at a purchase price of $0.406 per share, and pre -funded warrants to purchase 1,462,991 Common Shares at a purchase price of $0.4059 per pre -funded warrant, and the exercise price of each pre -funded warrant is $0.0001 per share, pursuant to the Company's effective shelf registration statement on Form F -3 (File No. 333 -276577 ) and a related base prospectus, together with the related prospectus supplement dated as of February 2, 2024, filed with the Securities and Exchange Commission. The pre -funded warrants are were immediately exercisable and may be exercised at any time until all of the pre -funded warrants are exercised in full, subject to certain beneficial ownership limitations as set forth in the pre -funded warrant. The closing of the issuance of the Common Shares and pre -funded warrants occurred on February 2, 2024. The gross proceeds from the offering were approximately $708,000 before deducting the financial advisor's fees and other estimated expenses relating to such offering. On February 2, 2024 after As of the closing, 560,100 date of this prospectus, all of the pre -funded warrants were have been exercised in accordance with their terms.

On March 1, 2024, the Company entered into a securities purchase agreement with an accredited investor in connection with the issuance and sale by the Company in a Registered Direct Offering of 367,870 Common Shares at a purchase price of $0.20544 per share, and pre -funded warrants to purchase 361,972 Common Shares at a purchase price of $0.20534 per pre -funded warrant, and the exercise price of each pre -funded warrant is $0.0001 per share, pursuant to the Company's effective shelf registration statement on Form F -3 (File No. 333 -276577 ) and a related base prospectus, together with the related prospectus supplement dated as of March 1, 2024, filed with the Securities and Exchange Commission. The pre -funded warrants were immediately exercisable and may be exercised at any time until all of the pre -funded warrants are exercised in full, subject to certain beneficial ownership limitations as set forth in the pre -funded warrant. The closing of the issuance of the Common Shares and pre -funded warrants occurred on March 4, 2024. The gross proceeds from the offering were approximately $150,000 before deducting the financial advisor's fees and other estimated expenses relating to such offering. As of the date of this prospectus, all of the pre -funded warrants have been exercised in accordance with their terms.

On March 4, 2024, the Company entered into a securities purchase agreement with an accredited investor in connection with the issuance and sale by the Company in a Registered Direct Offering of 367,870 Common Shares at a purchase price of $0.16872 per share, and pre -funded warrants to purchase 373,002 Common Shares at a purchase price of $0.16862 per pre -funded warrant, and the exercise price of each pre -funded warrant is $0.0001 per share, pursuant to the Company's effective shelf registration statement on Form F -3 (File No. 333 -276577 ) and a related base prospectus, together with the related prospectus supplement dated as of March 4, 2024, filed with the Securities and Exchange Commission. The pre -funded warrants were immediately exercisable and may be exercised at any time until all of the pre -funded warrants are exercised in full, subject to certain beneficial ownership limitations as set forth in the pre -funded warrant. The closing of the issuance of the Common Shares and pre -funded warrants occurred on March 5, 2024. The gross proceeds from the offering were approximately $125,000 before deducting the financial advisor's fees and other estimated expenses relating to such offering. As of the date of this prospectus, all of the pre -funded warrants have been exercised in accordance with their terms.

The offering 15 changes

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__________ Common Shares, based on the sale of our Common Shares at an assumed public offering price of $[___] per Common Share, which is the latest reported sale price of our Common Share on The Nasdaq Capital Market on [___] Common Share Warrants Warrants to purchase up to ________ Common Shares (based on an assumed public offering price of $[___] per Common Share), which may be exercised beginning on their date of issuance. The warrants are exercisable until the five -year anniversary of the original issuance date. The warrants have an exercise price of $___ per share, subject to adjustment. See " Description of Share Capital and Articles of Incorporation " for a discussion on the terms of the warrants.

__________ Common Shares, based on the sale of our Common Shares at an assumed public offering price of $[___] per Common Share, which is the latest reported sale price of our Common Share on The Nasdaq Capital Market on [___] Pre-Funded Warrants We are also offering pre -funded warrants to purchase up to an aggregate of [_____] Common Shares to any investor whose purchase of Common Shares in this offering would otherwise result in such investor, together with its affiliates and certain related parties, beneficially owning more than 4.99% (or, at the election of the investor, 9.99%) of our outstanding Common Shares immediately following the consummation of this offering, in lieu of Common Shares. The purchase price of each pre -funded warrant is equal to the price at which one Common Share is being sold in this offering, minus $0.0001, and the exercise price of each pre -funded warrant is $0.0001 per share. The pre -funded warrants are exercisable immediately and may be exercised at any time until all of the pre -funded warrants are exercised in full. Upon exercise of each pre -funded warrant, a Common Share and a warrant to purchase one Common Share will be issued. This offering also relates to the Common Shares and warrants issuable upon exercise of the pre -funded warrants sold in this offering. See " Description of Share Capital and Articles of Incorporation " for a discussion on the terms of the pre -funded warrants.

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6,469,246 Common Shares.

8,842,851 Common Shares.

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Our Company, our directors and executive officers and beneficial holders of 5% or more of our Common Shares have agreed with the Representative not to offer, issue, sell, contract to sell, encumber, grant any option for the sale of, or otherwise dispose of, any of our securities for a period of ______ ninety days from the date of closing of this Offering, subject to certain exceptions. See " Underwriting " for more information.

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There is no established trading market for the pre -funded warrants or Warrants and we do not expect a market to develop. In addition, we do not intend to list the pre -funded warrants or warrants on Nasdaq or any other national securities exchange or any other nationally recognized trading system.

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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 9, 10, and all other information contained in this prospectus, before deciding to invest in our securities.

(1) The number of Common Shares to be outstanding immediately after this offering is based on 6,469,246 8,842,851 Common Shares as of February 20, March 11, 2024. Unless otherwise indicated, all information in this Prospectus:

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• The total number of Common Shares of 6,469,246 __________ includes:

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(i) 902,891Common Shares issuable upon the exercise in full of pre-funded warrants in connection with our Registered Direct Offering.

(iii) __________ Common Shares issuable upon exercise of the warrants issued as part of this offering.

(v) 280,851 1,016,591 — Common Shares issued pursuant to our Registered Direct Offering Offerings (vi) 560,100 2,197,965 — Common Shares issued pursuant to the exercised of 560,100 2,197,965 pre-funded warrants in connection with our Registered Direct Offering. Offerings.

• The total number of Common Shares of 6,469,246 __________ excludes:

(ii) (i) __________ Common Shares issuable upon exercise of the pre-funded warrants issued as part of this offering.

(iv) (ii) zero 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.

Risk factors 4 changes

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Assuming we close this offering for the maximum amount, we expect to have sufficient capital to fund our current operations at least through the end middle of 2024. However, our operating plan may change as a result of many factors currently unknown to us, and we may need to seek additional funds sooner than planned, through public or private equity or debt financings, government or other third -party funding, marketing and distribution arrangements and other collaborations, strategic alliances or a combination of these approaches. Raising funds in the current economic environment may present additional challenges. It is not certain that we have accounted for all costs and expenses of future development and regulatory compliance. Even if we believe we have sufficient funds for our current or future operating plans, we may seek additional capital if market conditions are favorable or if we have specific strategic considerations.

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If you purchase our Common Shares or pre -funded warrants in this offering, you will experience immediate and substantial dilution, as the offering price of our Common Shares will be substantially greater than the as adjusted net tangible book value per common share before giving effect to this offering. Accordingly, if you purchase the securities in this offering, you will incur immediate substantial dilution of approximately $_____ per share, representing the difference between the offering price per common share and our as adjusted net tangible book value as of June 30, 2023. The exercise of the pre -funded warrants sold in this offering may result in further dilution of your investment. For a further description of the dilution that you will experience immediately after this offering, see the section titled " Dilution " beginning on page 35 36 of this prospectus.

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We are obligated to provide anti-dilution protection to the holders of the Common Share warrants, and such anti-dilution protections may make it more difficult and expensive for us to raise additional capital in the future and may result in further dilution to current shareholders.

The Common Share warrants provide that the exercise price will adjust to the lowest price per share at which additional shares (with certain exceptions) are issued or deemed to be issued (a "full -ratchet " adjustment). Because these anti -dilution provisions will have the effect of lowering the price at which our Common Shares are issued upon exercise of the Common Share warrants, if we are unable to raise additional capital at an effective price per share that is higher than the exercise price of these warrants, these provisions may make it more difficult and more expensive to raise capital in the future. The additional shares we would have to issue or potentially issue could cause dilution to our then current shareholders and may have an adverse impact on our stock price. The potential dilutive effect of such a financing could deter potential future investors from investing in our Company. If we are unable to raise capital because of such anti -dilution provisions, it may have a material adverse impact on our business and ability to grow.

Use of proceeds 1 change

We estimate that we will receive approximately $_________ million in net proceeds from the sale of __________ Common Shares offered by us in this offering, after deducting the underwriter fees and expenses and estimated offering expenses of approximately $________ million payable by us. This amount excludes the proceeds, if any, from the exercise of warrants in this offering. If all of the Common Share warrants sold in this offering were to be exercised in cash at an assumed exercise price of $______ per share, we would receive additional net proceeds of approximately $_________ . However, the final exercise price will be a negotiated price. We cannot predict when or if these warrants will be exercised. It is possible that these warrants may expire and may never be exercised.

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Capitalization 1 change

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• on a pro forma basis to give effect to (i) the issuance of 582,193 Common Shares at a price of $0.62 per Common Share to Halo Collective Inc. pursuant to the conversion of Debenture to settle the outstanding balance of $360,960, including accrued interest and overdue fees; (ii) on a pro forma basis to give effect to the issuance of 879,895 Common Shares to 1107385 B.C. Ltd. pursuant to first option payment to acquire certain land property; (iii) the issuance of 140,746 Common Shares to a consultant of the Company, (iv) issuance of 840,951 3,214,556 Common Shares and pre -funded warrant Common Shares pursuant to the Registered Direct Offering; Offerings; and • on a pro forma, as adjusted, basis to give effect to the above and the issuance of ________Common Shares or pre -funded warrants in this offering at an assumed public offering price of $_____ per Common Share, assuming no sales of pre -funded warrants, which, if sold, would reduce the number of Common Shares that we are offering on a one -for-one basis, after deducting underwriter fees and expenses and estimated offering expenses payable by us, as set forth in this prospectus.

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Dilution 3 changes

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After giving effect to the (i) sale by us of _______ Common Shares in this offering at an assumed public offering price of $_____ per Common Share and $______ per pre -funded warrant, (attributing no value to the Common Share warrants or proceeds from the sale of warrants being offered), (ii) the settlement of Debenture owing to Halo Collective Inc. by way of an issuance of 582,193 Common Shares, (iii) the issuance of 879,895 Common Shares to 1107385 B.C. Ltd. pursuant to first option payment to acquire certain land property, (iv) the issuance of 140,746 Common Shares to a consultant of the Company, (v) issuance of 840,951 3,214,556 Common Shares and pre -funded warrant Common Shares pursuant to the Registered Direct Offering, Offerings, and (vi) receipt by us of the net proceeds of this offering, after deduction of the underwriter fees and expenses and the estimated offering expenses payable by us, and assuming exercise of the pre -funded warrants for cash in full, our pro forma, as adjusted net tangible book value as of June 30, 2023 would have been $______, or $0.___ 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 $___________ by _________ Common Shares (which is the pro forma, as adjusted Common Shares outstanding as of June 30, 2023). The difference between the 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 $_____ per Common Share to our existing shareholders, and an immediate dilution in net tangible book value of $_____ per Common Share to purchasers of Common Shares in this offering.

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• any sales of pre -funded warrants, which, if sold, would reduce the number of Common Shares that we are offering on a one -for-one basis; and Common Shares issuable upon exercise of the Common Share warrants to be issued as part of the Common Shares or pre -funded warrants issued in this offering;

• 20,620 _______ of our Common Shares that are reserved for equity awards that may be granted under our equity incentive plans.

Business 2 changes

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On February 28, 2024, the Company entered into a share purchase agreement with Somai, Cannahealth and Holigen to sell all the shares of RPK to Somai for a consideration of $2,000,000, subject to certain closing conditions, customary representations and warranties, covenants and indemnification obligations.

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On January 21, 2024, the Company entered into an amended non -binding letter of intent with Somai Pharmaceuticals Ltd. for the sale of RPK (the "LOI"). The term of the LOI was extended through March 31, 2024, and the purchase price therein was amended to an aggregate of $2,000,000 from $2,700,000, which include up to approximately $4,000,000 Euros of RPK's liabilities. In addition, a deposit of $500,000 was placed in an escrow account with the remainder of the balance due upon successful completion of said the proposed transaction. The precise terms of the proposed transaction will be negotiated and contained in a definitive agreement. The closing of the proposed transaction will be subject to customary due diligence, representations and warranties, covenants, indemnities and closing conditions. There can be no assurance or guarantee that the proposed transaction will be consummated, or upon the terms and conditions currently outlined in the LOI. On February 28, 2024, the Company entered in a definitive share purchase agreement with Somai, Cannahealth and Holigen. Under the terms of the share purchase agreement, Somai is acquiring all of the shares of RPK for a consideration of $2,000,000, subject to certain closing conditions, customary representations and warranties, covenants and indemnification obligations.

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Management 2 changes

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We are a "foreign private issuer" under the federal securities laws of the United States and The Nasdaq Stock Market listing standards. Under the federal securities laws of the United States, foreign private issuers are subject to different disclosure requirements than U.S. -domiciled registrants. We intend to take all actions necessary for us to maintain compliance as a foreign private issuer under the applicable corporate governance requirements of the Sarbanes -Oxley Act, the rules adopted by the SEC and the Nasdaq listing standards.

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We are following home country rules with regard to the requirement to hold an annual shareholders meeting no later than one year after the Company's fiscal year end, under Nasdaq Listing Rule 5620. In accordance with the laws in the Province of Ontario, Canada, we did not hold our annual shareholders meeting in the fiscal year 2023 and will instead hold it in fiscal year 2024 pursuant to an order to delay the calling of the annual meeting granted by the Ontario Superior Court of Justice pursuant to subsection 106(1) of the Business Corporations Act (Ontario). In addition, with regard to this offering, we are following home country rules with regard to the requirement for shareholder approval for transactions other than "public offerings" under Nasdaq Listing Rule 5635. We may in the future elect to follow additional home country practices in Canada with regard to certain corporate governance matters.

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Principal stockholders 6 changes

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The following table sets forth information about the beneficial ownership of our Common Shares as of February 20, March __, 2024 by:

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Percentages beneficial ownership (as determined in accordance with Rule 13d -3 under the Exchange Act) are based on 6,469,246 8,842,851 Common Shares outstanding as of February 20, March 11, 2024.

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1107385 B.C. LTD. (3)

Mercantile Holdings Inc. (3)

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(3) 1107385 B.C. LTD.'s business address is 800 -1199 West Hastings St., Vancouver, BC V6E 3T5. Wilson Su has voting and dispositive power over the Common Shares held by 1107385 B.C. LTD.

(3) Mercantile Holdings Inc. (formerly known as 1107385 B.C. LTD.)'s business address is 800 -1199 West Hastings St., Vancouver, BC V6E 3T5. Wilson Su has voting and dispositive power over the Common Shares held by Mercantile Holdings Inc. (4) 1173727 BC LTD.'s business address is 10511 Palmberg Road, Richmond, BC V6W 1C5. Connor Yuen, sole director and owner of 1173727 BC LTD. has voting and dispositive power over the Common Shares held by 1173727 BC LTD.

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Description of share capital and articles of incorporation 15 changes

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As of the date of this prospectus, the Company has 6,469,246 8,842,851 Common Shares issued and outstanding and no Preferred Shares issued and outstanding.

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Common Share Warrants to be issued in this offering

The following is a summary of the material terms of the warrants to be issued together with the Common Shares and pre -funded warrants issued in this offering. This summary is not complete and is qualified in its entirety by reference to the warrants, the form of which has been filed as an exhibit to the registration statement of which this prospectus is a part. All warrants will be issued in book -entry , or uncertificated, form.

Each warrant will be exercisable at any time and will expire five years from the date of issuance. The warrants will be exercisable, at the option of each holder, in whole or in part by delivering to us a duly executed exercise notice and payment in full for the number of Common Shares purchased upon such exercise, except in the case of a cashless exercise as discussed below.

The number of Common Shares issuable upon exercise of the warrants is subject to adjustment in certain circumstances, including a stock split of, stock dividend on, or a subdivision, combination or recapitalization of the Common Shares.

If at the time of exercise there is no effective registration statement registering, or the prospectus contained therein is not available for issuance of, the shares issuable upon exercise of the warrant, the holder may only exercise the warrant on a cashless basis. When exercised on a cashless basis, a portion of the warrant is cancelled in payment of the purchase price payable in respect of the number of Common Shares purchasable upon such exercise.

Each warrant represents the right to purchase one Common Share at an assumed exercise price of $_____ per share. In addition, the exercise price per share is subject to adjustment for stock dividends, distributions, subdivisions, combinations, or reclassifications. Upon a Dilutive Issuance (as defined in the warrant), the exercise price will downward adjust to a price per share equal to that of the price per share in the Dilutive Issuance and the number of Common Shares issuable upon exercise of the warrants will increase such that the aggregate exercise price payable pursuant to the terms of the warrants immediately preceding the Dilutive Issuance will remain the same. Subject to limited exceptions, a holder of warrants will not have the right to exercise any portion of the warrant to the extent that, after giving effect to the exercise, the holder, together with its affiliates, and any other person acting as a group together with the holder or any of its affiliates, would beneficially own in excess of 4.99% of the number of our Common Shares outstanding immediately after giving effect to its exercise. The holder, upon notice to the Company, may increase or decrease the beneficial ownership limitation provisions of the warrant, provided that in no event shall the limitation exceed 9.99% of the number of our Common Shares outstanding immediately after giving effect to the exercise of the warrant.

Subject to applicable laws and restrictions, a holder may transfer a warrant upon surrender of the warrant to us with a completed and signed assignment in the form attached to the warrant. The transferring holder will be responsible for any tax that liability that may arise as a result of the transfer.

Rights as Shareholder.

Except as set forth in the warrant, the holder of a warrant, solely in such holder's capacity as a holder of a warrant, will not be entitled to vote, to receive dividends, or to any of the other rights of our shareholders.

Fundamental Transactions.

In the event we effect certain mergers, consolidations, sales of substantially all of our assets, tender or exchange offers, reclassifications or share exchanges in which our Common Shares is effectively converted into or exchanged for other securities, cash or property, we consummate a business combination in which another person acquires 50% of the outstanding shares of our Common Shares, or any person or group becomes the beneficial owner of 50% of the aggregate ordinary voting power represented by our issued and outstanding Common Shares, then, upon any subsequent exercise of the warrants, the holders of the warrants will have the right to receive any shares of the acquiring corporation or other consideration it would have been entitled to receive if it had been a holder of the number of Common Shares then issuable upon exercise of the warrants. Additionally, as more fully described in the Common Share warrants, in the event of certain fundamental transactions, the holders of the Common Share warrants will be entitled to receive consideration in an amount equal to the Black Scholes value of the Common Share warrants on the date of the consummation of such fundamental transaction.

Amendments and Waivers.

The provisions of each warrant may be modified or amended or the provisions thereof waived with the written consent of us and the holder.

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There is no established trading market for the pre -funded warrants or Warrants and we do not expect a market to develop. In addition, we do not intend to list the pre -funded warrants or warrants on Nasdaq or any other national securities exchange or any other nationally recognized trading system.

Securities eligible for future sale 1 change

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Pursuant to certain "lock -up " agreements, we, certain executive officers and directors are anticipated to agree, 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 underwriter, for a period of ___ ninety days from the date of effectiveness of the offering.

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Certain tax considerations 1 change

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This summary does not apply to a Holder (i) that is a "financial institution" for the purposes of the mark -to-market rules contained in the Tax Act; (ii) that is a "specified financial institution" as defined in the Tax Act; (iii), an interest in which would be, or for whom a Common Share would be, a "tax shelter investment" as defined in the Tax Act; (iv) that has made a functional currency reporting election under the Tax Act to report in a currency other than the Canadian currency; (v) that has or will enter into a "derivative forward agreement", a "synthetic disposition arrangement" or a "dividend rental arrangement", each as defined under the Tax Act, with respect to the Common Shares. (vi) that carries on, or is deemed to carry on, an insurance business in Canada or elsewhere. Such Holders should consult their own tax advisors with respect to an investment in the Common Shares. This summary does not apply to the acquisition, holding and disposition of the pre -funded warrants by a Holder. Such Holders should consult their own tax advisors with respect to an investment in the pre -funded warrants.

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Plan of distribution 6 changes

We will enter into an underwriting agreement with Univest Securities, LLC (the "Representative"). Subject to the terms and conditions of the underwriting agreement, the underwriters named below have agreed to purchase, and we have agreed to sell to them, the number of our Common Shares (or pre -funded warrants in lieu thereof) and accompanying Warrants at the public offering price, less the underwriting discounts, as set forth on the cover page of this prospectus and as indicated below:

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The underwriters have advised us that they propose to offer the Common Shares (or pre -funded warrants in lieu thereof) and accompanying Warrants to the public at the public offering price set forth on the cover page of this prospectus and to certain dealers at that price less a concession not in excess of $_____ per Common Share (or pre -funded warrant). The underwriters may allow, and certain dealers may reallow, a discount from the concession not in excess of $_____ per Common Share (or pre -funded warrant) to certain brokers and dealers. After this offering, the public offering price, concession, and reallowance to dealers may be changed by the Representative. No such change shall change the amount of proceeds to be received by us as set forth on the cover page of this prospectus. The securities are offered by the underwriters as stated herein, subject to receipt and acceptance by them and subject to their right to reject any order in whole or in part. The underwriters have informed us that they do not intend to confirm sales to any accounts over which they exercise discretionary authority.

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Right of First Refusal

We have agreed to grant the Representative, for the ___ month period following the closing of this offering, a right of first refusal to provide investment banking services to the Company on an exclusive basis in all matters for which investment banking services are sought by the Company (such right, the "Right of First Refusal"), which right is exercisable in the Representative's sole discretion but is non -assignable . For these purposes, investment banking services shall include, without limitation, (a) acting as lead manager for any underwritten public offering; (b) acting as exclusive placement agent, initial purchaser or financial advisor in connection with any private offering of securities of the Company; and (c) acting as financial advisor in connection with any sale or other transfer by the Company, directly or indirectly, of a majority or controlling portion of its capital stock or assets to another entity, any purchase or other transfer by another entity, directly or indirectly, of a majority or controlling portion of the capital stock or assets of the Company, and any merger or consolidation of the Company with another entity. The Right of First Refusal may be terminated by the Company for cause.

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Our officers directors, and shareholders holding 5% or more of the issued and outstanding Common Shares directors have agreed, subject to certain exceptions, to a ___ month ninety day lock -up period from the date of this prospectus, with respect to the Common Shares that they beneficially own, including the issuance of shares upon the exercise of convertible securities and options that may be currently outstanding or which may be issued. This means that, for a period of ___ months ninety days following the date of this prospectus, such persons may not offer, sell, pledge or otherwise dispose of these securities without the prior written consent of the underwriters or as otherwise agreed.

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There is no established trading market for the pre -funded warrants or Warrants and we do not expect a market to develop. In addition, we do not intend to list the pre -funded warrants or warrants on Nasdaq or any other national securities exchange or any other nationally recognized trading system.

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Note 22: Subsequent Events 1 change

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Notes to the Unaudited Condensed Interim Consolidated Financial Statements (Expressed in United States Dollars)

Note 23: Subsequent Events (cont.) 86 changes

5. On February 2, 2024, the Company announced closing of registered direct offering with issuance of 280,851 common shares at a purchase price of $0.406 per share and pre -funded warrants to purchase 1,462,991 common shares at a price of $0.4059 per share. The pre -funded warrants are immediately exercisable for $0.0001 per share and may be exercised at any time until all of the pre -funded warrants are exercised in full, subject to certain beneficial ownership limitations as set forth in the pre -funded warrant.

6. On February 2, 2024, the Company issued 560,100 common shares pursuant to exercise of pre -funded warrants.

7. On February 13, 2024, the Company issued 560,000 common shares pursuant to exercise of pre -funded warrants.

On April 29, 2023, Trevor Scott, former CFO of the Company, issued a claim against the Company for amounts owing under his employment agreement totaling £420,659.95. On January 15, 2024, the Company and Trevor Scott entered into a settlement agreement for termination payment of GBP67,392 ($85,760).

On May 12, 2023, Tejinder Virk, former CEO of the Company, issued a claim for Detriment and dismissal for alleged protected disclosures totaling £1,630,302.22. The claim has been denied in it's entirely. As of December 28, 2023, the list of issues to be agreed upon are outstanding and pending further document disclosures, bundle to be agreed by February 1, 2024, witness statements due for exchange by March 28, 2024.

On May 15, 2023, Vidya Iyer, the Company's former SVP of Finance issued a claim for amounts owing under her employment agreement totaling £151,774. Claim has been denied in its entirety and a counter -claim lodged for losses caused by the Claimant. Final hearing by video is slated between April 3, 2024 to April 5, 2024. Claimant updated her schedule of loss on December 19, 2023. Documents to be exchanged by January 8, 2024 with bundle to be produced by January 29, 2024. Witness statements to be exchanged by March 18, 2024.

On February 1, 2024, the Company entered into an Amended Non -Binding Letter of Intent with Somai Pharmaceuticals Ltd. for the sale of RPK, its Portuguese subsidiary.

Pursuant to the provisions set forth in the LOI, the duration of said LOI has been extended through the 31 st day of March, 2024. Furthermore, the stipulated purchase price therein has been amended to an aggregate of Two Million United States Dollars (USD $2,000,000) from Two Million Seven Hundred Thousand United States Dollars (USD $2,700,000) which include all current liabilities of RPK which are approximately 4,000,000 Euros. In alignment with the terms of the proposed transaction, a deposit amounting to Five Hundred Thousand United States Dollars (USD $500,000) shall be securely placed in an escrow account with the remainder of the amount due upon successful completion of said transaction.

Report of Independent Registered Public Accounting Firm

To the shareholders and the board of directors of Akanda Corp.

Opinion on the Financial Statements

We have audited the accompanying consolidated statement of financial position of Akanda Corp. (the "Company"), as of December 31, 2022, the related consolidated statements of comprehensive loss, changes in shareholders' equity (deficit) and cash flows for the year then ended, and the related notes (collectively referred to as the "financial statements"). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2022, and the results of its operations and its cash flows for the year then ended, in conformity with the International Financial Reporting Standards as issued by the International Accounting Standards Board.

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the consolidated financial statements, the Company's significant operating losses raise substantial doubt about its ability to continue as a going concern. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

These consolidated financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion.

Our audit included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audit provides a reasonable basis for our opinion.

The 2021 consolidated financial statements of the Company were audited by other auditors, whose report dated May 2, 2022, included an explanatory paragraph related to the Company's ability to continue as a going concern.

We have served as the Company's auditor since 2022

April 28, 2023, except for Note 23, as to which the date is February 20, 2024 Los Angeles, California Akanda Corp. Consolidated Statements of Financial Position (Expressed in United States Dollars) As at Note December 31, 2022 December 31, 2021 ASSET S Curren t Cash $ 228,794 $ 3,495,390 Cash held in trust 27,009 — Trade and other receivables 1,235,619 242,357 Prepayments 199,488 242,529 Biological assets 809,180 — Inventory 1,057,240 — Marketable securities 263,691 — Total Current Asset s 3,821,021 3,980,276 Non-Curren t Property, plant and equipment 12,159,504 1,897,748 Intangible assets 22,208,594 259,102 Loan receivable 483,588 — Right-of-use assets 324,070 1,908,877 Total Non-Current asset s 35,175,756 4,065,727 Total Asset s $ 38,996,777 $ 8,046,003 LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT ) Curren t Trade and other payables $ 7,139,817 $ 680,328 Lease liability 214,058 439,709 Loans and borrowings 936,793 432,201 Secured convertible debenture 15,16 — 6,716,190 Holdback payable 377,465 — Due to related party 679,617 — Total Current Liabilitie s 9,347,750 8,268,428 Non-Curren t Lease liability 116,763 1,978,997 Loans and borrowings 2,632,103 — Total Non-Current Liabilitie s 2,748,866 1,978,997 Total Liabilitie s 12,096,616 10,247,425 Shareholders' Equity (Deficit ) Share capital 49,434,692 7,255,695 Other reserves 21,053 3,618,670 Accumulated deficit ( 21,087,962 ) ( 13,293,889 ) Accumulated other comprehensive income (loss) ( 1,467,622 ) 218,102 Total Shareholders' Equity (Deficit ) 26,900,161 ( 2,201,422 ) Total Liabilities and Shareholders' Equity (Deficit ) $ 38,996,777 $ 8,046,003 Subsequent Events (Note 22) The accompanying notes are an integral part of these consolidated financial statements.

Consolidated Statements of Loss and Comprehensive Loss

Gross Profit (Loss) before gain on change in fair value of biological assets ( 1,591 ) Gain on change in fair value of biological assets 1,216,129 — Gross Profit (Loss) 3,269,559 ( 1,591 ) Operating expenses Depreciation and amortization 9,10,11 3,598,323 Consulting and professional fees 7,759,824 1,212,422 Personnel expenses 6,593,527 1,184,734 Share-based payment expenses to social development trust 15,16 2,124,615 — General and administrative expenses 3,369,659 170,926 Total operating expenses 23,445,948 25,685,620 Operating loss ( 20,176,389 ) ( 2,570,151 ) Other income:

Foreign exchange gain (loss), net

Gain on bargain purchase

Gain on debt settlement

Change in fair value of financial assets measured at FVTPL

Net loss from continuing operations

Loss from discontinued operations

Translation adjustment

Loss per share from continuing operations – basic and diluted ( 0.28 ( 0.15 ) Loss per share – basic and diluted $ ( 0.39 ) $ ( 0.50 ) Weighted average Common Shares outstanding 29,930,094 16,223,996 The accompanying notes are an integral part of these consolidated financial statements.

Consolidated Statements of Shareholders' Equity (Deficit)

(Expressed in United States Dollars)

Balance, December 31, 2020

Issuance of shares for cash, net of costs

Translation adjustment

Balance, December 31, 2021

Issuance of shares for Holigen Acquisition

Issuance of shares to ASDT

Issuance of shares from private placement

Issuance of shares from IPO

Issuance of shares upon conversion of note

Fair value of RSU's issued at $ 0.97 per share

Fair value of RSU's issued at $ 0.83 per share

Fair value of RSU's issued at $ 0.71 per share

Fair value of RSU's issued at $ 0.26 per share

Fair value of RSU's issued at $ 0.23 per share

Loss of control of Bophelo Bio

Translation adjustment

Balance, December 31, 2022

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

Consolidated Statements of Cash Flows

(Expressed in United States Dollars)

Years ended December 31,

Cash flows from operating activities:

Net loss from continuing operations

Net loss from discontinued operations

Adjustments for non-cash items:

Loss on loss of control of Bophelo Bio, net of cash surrendered ( 12,760,356 ) — Share based payments to social development trust 2,124,615 — Depreciation and amortization 9,10,11 3,763,321 309,022 Change in fair value of biological assets ( 1,216,130 ) 713,135 Change in fair value of financial asset at fair value through profit or loss 516,281 — Stock-based compensation 559,225 — Interest expenses 210,996 1,139,475 Fair value o' RSU's issued 2,498,754 — Gain on settlement on debt ( 67,075 ) — Working capital adjustments (net of amounts acquired/disposed):

Trade and other receivables

Trade and other payables

Other current liabilities

Due to related parties

Cash flows used in operating activities

Cash flows from investing activities:

Acquisition of Holigen, net of cash acquired and holdback

Purchase of financial assets at fair value through profit or loss ( 801,160 ) — Additions to property, plant and equipment ( 310,946 ) ( 576,472 ) Cash surrendered on loss of control of Bophelo Bio Sciences ( 739,947 ) — Cash flows used in investing activities ( 4,218,662 ) ( 576,472 ) Cash flows from financing activities:

Proceeds from IPO, net of costs

Proceeds from private placement, net of costs

Cash flows provided by financing activities

Net increase (decrease) in cash and cash equivalents

Effects of exchange rate changes on cash and cash equivalents ( 1,690,165 ( 620,271 ) Cash and cash equivalents at the beginning of the year 3,495,390 13,504 Cash and cash equivalents at the end of the year $ 255,803 $ 3,495,390 The accompanying notes are an integral part of these consolidated financial statements.

2. On August 18, 2023, the Company received loans of C$24,000 ($17,714) from 1248787 B.C. Ltd, a company controlled by a director of the Company, Jatinder Dhaliwal. The loans are unsecured, bear interest of 18% per annum and payable within 12 months.

3. On September 14, 2023, the Company received loans of C$40,000 ($29,575) from Mercantile Holdings Ltd., a third party. The loans are unsecured, bear interest of 18% per annum and payable within 12 months.

4. On September 27, 2023, the Company received loans of C$3,000 ($2,219) from 1248787 B.C. Ltd, a company controlled by a director of the Company, Jatinder Dhaliwal. The loans are unsecured, bear interest of 18% per annum and payable within 12 months.

5. On October 13, 2023, the Company received loans of C$40,000 ($29,258) from 1248787 B.C. Ltd, a company controlled by a director of the Company, Jatinder Dhaliwal. The loans are unsecured, bear interest of 18% per annum and payable within 12 months.

6. On October 13, 2023, the Company received loans of C$40,000 ($29,258) from Mercantile Holdings Ltd., a third party. The loans are unsecured, bear interest of 18% per annum and payable within 12 months.

7. On December 19, 2023, the Company received a loan of C$22,440 ($17,000) from 1434646 B.C. Ltd., a third party. The loan is unsecured, bears interest of 7% per annum and payable within 12 months.

8. On December 19, 2023, the Company received loans of C$22,440 ($17,000) from 1226053 B.C. Ltd, a third party. The loans are unsecured, bear interest of 7% per annum and payable within 12 months.

9. On December 21, 2023, the Company received loans of C$21,000 ($15,754) from 1226053 B.C. Ltd, a third party. The loans are unsecured, bear interest of 7% per annum and payable within 12 months.

10. On December 21, 2023, the Company received a loan of C$21,000 ($15,754) from Nate Rajakumar, a third party. The loan is unsecured, bears interest of 7% per annum and payable within 12 months.

11. On January 10, 2024, the Company received loans of C$40,000 ($29,891) from 1226053 B.C. Ltd, a third party. The loans are unsecured, bear interest of 7% per annum and payable within 12 months.

and 6 more changes in the filing

Note 7: Acquisition of Holigen Limited 1 change

2 unchanged paragraphs

Warrants to Purchase Common Shares

4 unchanged paragraphs

Exhibits and Financial Statements Schedule 6 changes

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Amended and Restated Option to Purchase Agreement dated September 22, 2023 between Akanda Corp. and 1107385 B.C. LTD.

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Note Conversion Agreement dated July 25, 2023 between Akanda Corp. and Halo Collective Inc. 10.15* 10.14* Form of Transition Services and Products Agreement between The Flowr Corporation, RPK Biopharma Unipessoal Lda. And Akanda Corp. 6-K 001-41324 10.2 4/27/22 10.16* 10.15* Non-Competition Agreement dated April 21, 2022.

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Form of Independent Contractor Agreement between Akanda Corp. and Kiranjit Sidhu 10.21* Non-Binding Letter of Intent between Akanda Corp. and Somai Pharmaceuticals Ltd. 10.22* Amendment No. 1 to Non-Binding Letter of Intent between Akanda Corp. and Somai Pharmaceuticals Ltd. 10.23* Share Purchase Agreement dated February 28, 2024 by and among Akanda Corp. Holigan Limited, Cannahealth Limited and Somai Pharmaceuticals Unipessoal, LDA.

Form of Independent Contractor Escrow Agreement between Akanda Corp. dated February 28, 2024 by and Kiranjit Sidhu 10.22** Form of Warrant 10.23# Non-Binding Letter of Intent between among Akanda Corp., and Somai Pharmaceuticals Ltd. 10.24# Amendment No. 1 to Non-Binding Letter of Intent Unipessoal, LDA. and Lawson Lundell LLP 6-K 001-41325 99.3 10.25# Finder's Fee Agreement dated June 12, 2021 by and between Akanda Corp. and Somai Pharmaceuticals Cannera Holdings Ltd. 14.1* Code of Business Conduct and Ethics of Akanda Corp. 001-41324 14.1 2/14/22 14.2* Whistleblower Policy of Akanda Corp. 001-41324 14.2 2/14/22 14.3* Related Party Transactions Policy of Akanda Corp. 001-41324 14.3 2/14/22 21.1* List of Significant Subsidiaries of Akanda Corp. 23.1# Consent of Gowling WLG (Canada) LLP (included in Exhibit 5.1).

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Power of Attorney (included on the signature page to this registration statement) II-4 Exhibit Description Incorporated by Reference Schedule/ Form File Number Exhibit File Date 101.INS Inline XBRL Instance Document.

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Incorporated by Reference

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Undertakings 5 changes

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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 Fort Lauderdale, FL, USA on February 20, March 11, 2024.

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KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Katie Field, 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 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: February 20, 2024

Date: March 11, 2024

Title: Interim Chief Executive Officer and Executive Director ( Principal Executive Officer ) /s/ Gurcharn Deol Date: February 20, March 11, 2024 Name: Gurcharn Deol Title: Chief Financial Officer ( Principal Financial Officer and Principal Accounting Officer ) /s/ Harvinder Singh * Date: February 20, March 11, 2024 Name: Harvinder Singh Title: Director /s/ Jatinder Dhaliwal * Date: February 20, March 11, 2024 Name: Jatinder Dhaliwal Title: Director /s/ David Jenkins * Date: February 20, March 11, 2024 Name: David Jenkins Title: Director II-7 /s/ Katie Field Date: March 11, 2024 Name: Katie Field Title: Attorney -in-Fact II-8 Signature of Authorized U.S. Representative of Registrant 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 Los Angeles, State of California, Fort Lauderdale, FL, USA, on February 20, March 11, 2024.

1 unchanged paragraph