Akanda: securities offering (amended)

Cover page 10 changes

As filed with the Securities and Exchange Commission on March 11, 15, 2024

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SUBJECT TO COMPLETION DATED March 11, 15, 2024

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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 [___]).

Up to 85,365,854 Common Shares

Up to 85,365,854 Pre -Funded Warrants to Purchase 85,365,854 Common Shares

Up to 85,365,854 Common Shares Underlying the Pre -Funded Warrants

We are offering up to 85,365,854 Common Shares, no par value (the "Common Shares") at a public offering price of $ [___].

We are also offering pre-funded warrants consisting of one pre-funded warrant to purchase up to an aggregate of [_______] one Common Shares, Share, 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.

We have one class of Common Shares. Each Common Share is entitled to one vote. Our Common Shares are quoted on the Nasdaq Capital Market under the symbol "AKAN". The last sale price of our Common Share as reported by The Nasdaq Capital Market on ________, 2024 was $_____.

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The date of this prospectus is March 11, 15, 2024

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The offering 2 changes

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__________ Up to 85,365,854 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, consisting of one pre -funded warrant to purchase up to an aggregate of [_____] one Common Shares Share, 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. This offering also relates to the Common Shares 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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(1) The number of Common Shares to be outstanding immediately after this offering is based on 8,842,851 Common Shares as of March 11, 15, 2024. Unless otherwise indicated, all information in this Prospectus:

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Principal stockholders 1 change

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Percentages beneficial ownership (as determined in accordance with Rule 13d -3 under the Exchange Act) are based on 8,842,851 Common Shares outstanding as of March 11, 15, 2024.

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Note 7: Acquisition of Holigen Limited 6 changes

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Pre-Funded Warrants to Purchase Common Shares

PRELIMINARY PROSPECTUS

Univest Investments, LLC

INFORMATION NOT REQUIRED IN PROSPECTUS

Up to 85,365,854 Common Shares

Up to 85,365,854 Pre-Funded Warrants to Purchase Up to 85,365,854 Common Shares Up to 85,365,854 Common Shares Underlying the Pre-Funded Warrants ________________________ PRELIMINARY PROSPECTUS ________________________ Univest Investments, LLC March 15, 2024 PART II INFORMATION NOT REQUIRED IN PROSPECTUS

Undertakings 4 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 March 11, 15, 2024.

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Date: March 11, 2024

Date: March 15, 2024

Title: Interim Chief Executive Officer and Executive Director ( Principal Executive Officer ) /s/ Gurcharn Deol Date: March 11, 15, 2024 Name: Gurcharn Deol Title: Chief Financial Officer ( Principal Financial Officer and Principal Accounting Officer ) * Date: March 11, 15, 2024 Name: Harvinder Singh Title: Director * Date: March 11, 15, 2024 Name: Jatinder Dhaliwal Title: Director * Date: March 11, 15, 2024 Name: David Jenkins Title: Director /s/ Katie Field Date: March 11, 15, 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 Fort Lauderdale, FL, USA, on March 11, 15, 2024.

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