Akanda: securities offering (amended)

Cover page 13 changes

As filed with the Securities and Exchange Commission on September 5, 20, 2024

Registration No. 333-______ 333-281945

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1633 Broadway, Suite 3200

1251 Avenue of the Americas

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SUBJECT TO COMPLETION DATED September 5, 20, 2024

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Up to [_______] Common Shares

1,271,186 Common Shares

Up to [______] 1,271,186 Pre-Funded Warrants to Purchase [________] 1,271,186 Common Shares

Up to [_______] 1,271,186 Common Shares Underlying the Pre-Funded Warrants

We are offering up to [______] 1,271,186 Common Shares, no par value (the " Common Shares ") at a an assumed public offering price of $[___] $1.18 (equal to the last sale price of our Common Shares as reported by The Nasdaq Capital Market on September 18, 2024) for gross proceeds of $1,500,000.

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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 September 3, 18, 2024 was $1.17. $1.18.

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As a foreign private issuer, we have the option to follow certain Canadian corporate governance practices instead of those otherwise required under the applicable rules of Nasdaq for domestic U.S. issuers, except to the extent that such laws practices 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 instead held 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 the Company has elected to this offering, we are following shareholder voting rules follow home country practice in accordance with lieu of the laws of the requirements under Nasdaq Rule 5635(d) to seek shareholder approval in connection with certain transactions involving the Province sale, issuance, and potential issuance of Ontario, Canada, its Common Shares (or securities convertible into or exercisable for transactions other its Common Shares) at price less than "public offerings" as defined under certain referenced prices, if such shares equal 20% or more of the Nasdaq Stock Market rules. Company's common shares or voting power outstanding before the issuance. We may in the future elect to follow additional home country practices in Canada instead of those otherwise required under the applicable rules of Nasdaq for domestic U.S. issuers with regard to certain corporate governance matters. See " Risk Factors — Risks Related to Our Common Shares ."

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The underwriter expects to deliver the securities to purchasers in the offering on or about , ], 2024, subject to customary closing conditions.

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Prospectus summary 6 changes

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Our indirect wholly -owned subsidiary Canmart Ltd., a company incorporated under the laws of England and Wales, is a licensed importer and distributor of cannabis -based products for medicinal use in humans, or CBPMs, in the United Kingdom (UK). Canmart holds a Controlled Drug License issued by the Home Office to possess and supply CBPMs in the UK (Schedule 2). This license was renewed on May 24, 2024, and we expect to apply for renewal in January 2025 as the license needs to be renewed annually. Canmart additionally filed an application to increase import capabilities to Schedule 1 (bulk product); however, we decided to not take up the Schedule 1 license and focus on where our expertise lie in the distribution of goods safely and effectively. Canmart can continue with its day to day business under the conditions of its existing license for Schedule 2 that was renewed on May 24, 2024. Canmart continues to receive new import licenses issued by the UK Home Office for every specific shipment of CBPMs and Canmart has thus far successfully imported over 100kgs 100 kgs of product for distribution in the UK. Canmart continues to import product regularly from various distributors and stores all product at its warehouse, which it anticipates expanding in the near future to accommodate Canmart's planned market expansion. 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. Canmart has product in stock and is regularly making sales. This year, Canmart has so far sold over 125 kg of product.

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Holigen Holdings Limited

On September 20, 19, 2023, Akanda acquired the right entered an option to develop a purchase agreement for Canadian farming property in British Columbia, including farming land and related operations and licenses, from 1107385 B.C. LTD. On September 22, 2023, Akanda entered an amended and restated purchase agreement with 1107385 B.C. LTD for the property. We plan to develop THC and CBD facilities at this site. We agreed to issue a non -refundable payment equal to $1,800,000, broken up into three payments, and if paid in our Common Shares will be based on a formula to calculate the per share price as set forth in the agreement. On September 22, 2023, we paid the first payment by issuing 21,997 Common Shares. On April 4, 2024, we paid the second payment of $600,000 and the third payment of $600,000. Additional payments to the seller will be made based upon milestones achieved from the development, including THC cultivation, sales of product, CBD cultivation, and hemp cultivation. On September 5, 2024, Health Canada approved a hemp license for Akanda's subsidiary, 1468243 B.C. LTD, which triggered another milestone. As a result, Akanda was required to pay an additional $750,000 to the seller within ten business days of the milestone event and made the payment on September 16, 2024. To date, we have not yet cultivated any product from this land.

Our direct wholly -owned subsidiary Cannahealth Limited (" Cannahealth "), a Republic of Malta company, is a holding company of all the ownership interests in Canmart and Holigen Holdings Limited (" Holigen "). Cannahealth does not engage in any operations.

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In addition, as a foreign private issuer, we have the option to follow certain Canadian corporate governance practices instead of those otherwise required under the applicable rules of Nasdaq for domestic U.S. issuers, except to the extent that such laws practices 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. We may in the future elect to follow home country practices in Canada as with regard to certain corporate governance matters.

In accordance with the laws in the Province of Ontario, Canada, we did not hold our annual shareholders meeting in fiscal year 2023 by the requisite date and instead held 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 the Company has elected to this offering, we are following shareholder voting rules follow home country practice in accordance with lieu of the laws of the requirements under Nasdaq Rule 5635(d) to seek shareholder approval in connection with certain transactions involving the Province sale, issuance, and potential issuance of Ontario, Canada, its Common Shares (or securities convertible into or exercisable for transactions other its Common Shares) at price less than "public offerings" as defined under certain referenced prices, if such shares equal 20% or more of the Nasdaq Stock Market rules. Company's common shares or voting power outstanding before the issuance.

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The offering 4 changes

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Up to [____] 1,271,186 Common Shares, based on the sale of our Common Shares at an assumed public offering price of $[___] $1.18 per Common Share, which is equal to the latest reported sale price of our Common Share on The Nasdaq Capital Market on September [___], 18, 2024.

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[___] 4,094,686 Common Shares (1) .

We estimate that the net proceeds to us from this offering will be approximately $_____ million, $1,240,000, assuming an assumed public offering price of $_____ $1.18 per Common Share, after deducting the underwriter discounts and commissions and estimated offering expenses payable by us. We intend to use these proceeds for capital expenditures, operating capacity, working capital, general corporate purposes and the refinancing or repayment of existing indebtedness and acquisitions of complementary products, technologies or businesses. See the " Use of Proceeds " and " Certain Relationships and Related Party Transactions " sections of this prospectus.

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The transfer agent and registrar for our Common Shares is Endeavor Trust Corporation. Vstock Transfer, LLC.

Risk factors 8 changes

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(1) The number of Common Shares to be outstanding immediately after this offering is based on 2,594,686 Common Shares as of September [__], 18, 2024. Unless otherwise indicated, all information in this Prospectus:

• Assumes a public offering price of $[•] $1.18 per share.

• The total number of Common Shares of [___] 3,865,872 includes:

(i) [__] 1,271,186 — Common Shares from the proposed Offering;

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• The total number of Common Shares of [___] 3,865,872 excludes:

(i) [___] 1,271,186 Common Shares issuable upon exercise of the pre -funded warrants issued as part of this offering.

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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 $[_____] $(0.756) per share, representing the difference between the offering price per common share and our as adjusted net tangible book value as of December 31, 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 36 of this prospectus.

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In addition, as a foreign private issuer, we have the option to follow certain Canadian corporate governance practices instead of those otherwise required under the applicable rules of Nasdaq for domestic U.S. issuers, except to the extent that such laws practices 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. We may in the future elect to follow home country practices in Canada instead of those otherwise required under the applicable rules of Nasdaq for domestic U.S. issuers with regard to certain corporate governance matters.

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Use of proceeds 3 changes

We estimate that we will receive approximately $[_________] $1,240,000 in net proceeds from the sale of [__________] 1,271,186 Common Shares, or pre -funded warrants in lieu thereof, offered by us in this offering, after deducting the underwriter discounts and commissions and estimated offering expenses of approximately $[________] $260,000 payable by us.

We intend to use the net proceeds from this offering for capital expenditures, operating capacity, working capital, possible payment(s) of milestone obligation(s) under our option to purchase agreement with 1107385 B.C. LTD., general corporate purposes and the refinancing or repayment of existing indebtedness and acquisitions of complementary products, technologies or businesses. However, other than such agreement with 1107385 B.C. LTD., we currently have no present agreements or commitments for any such acquisitions.

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Each 25% ($0.295) increase (decrease) in the assumed public offering price of $1.18 per Common Share (which was the last reported sale price of our Common Shares on the Nasdaq on September 18, 2024) (or $1.1799 per Pre -Funded Warrant in lieu thereof) would increase (decrease) the net proceeds to us from this offering by approximately $375 thousand assuming the number of securities offered, as set forth on the cover page of this prospectus, remains the same, and after deducting estimated offering expenses payable by us and assuming no issuance of any Pre -Funded Warrants. Each 317,796 share increase (decrease) in the number of securities offered by us in this offering would increase (decrease) the net proceeds to us from this offering by approximately $375 thousand, and assuming no change in the assumed public offering price per share and after deducting the estimated underwriting discounts and commissions and estimated offering expenses payable by us and assuming no exercise of any Pre -Funded Warrants in the offering.

Capitalization 2 changes

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• on a pro forma, as adjusted, basis to give effect to the above and the issuance of [___] 1,271,186 Common Shares in this offering at an assumed public offering price of $[__] $1.18 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 discounts and commissions and estimated offering expenses payable by us, as set forth in this prospectus.

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Each 25% ($0.295) increase (decrease) in the assumed public offering price of $1.18 per Common Share (which was the last reported sale price of our Common Shares on the Nasdaq on September 18, 2024) (or $1.1799 per Pre -Funded Warrant in lieu thereof) would increase (decrease) the as adjusted amount of each of cash and cash equivalents by approximately $375,000 and increase (decrease) shareholders' equity by approximately $375,000. Each 317,796 share increase (decrease) in the number of securities offered by us in this offering would increase (decrease) the as adjusted amount of each of cash and cash equivalents by approximately $375,000 and increase (decrease) shareholders' equity by approximately $375,000, and assuming no change in the assumed public offering price per share and after deducting the estimated underwriting discounts and commissions and estimated offering expenses payable by us and assuming no exercise of any Pre -Funded Warrants in the offering.

Dilution 5 changes

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Dilution in net tangible book value per share represents the difference between the offering price per share paid by purchasers in this offering and the net tangible book value per share of our common shares immediately after this offering. Our pro forma net tangible book value as of December 31, 2023, was approximately US$[___], US$6,418,168, or approximately US$[__] US$2.474 per share, on a pro forma basis to give effect to the transactions described under " Capitalization " above. After giving effect to the sale by us of 1,271,186 common shares in this offering at an offering price of US$[__] US$1.18 per common share and $[__] per assuming no issue of pre -funded warrant, warrants in this offering or shares underlying pre -funded warrants, after deducting the financial advisor fees and estimated offering expenses payable by us, and assuming exercise of the pre -funded warrants for cash in full, our pro forma as adjusted net tangible book value as of December 31, 2023 would have been approximately US$[___], US$7,598,168, or approximately US$[___] US$1.870 per common share. This represents an immediate [increase/decrease] decrease of US$[__] US$0.604 in net tangible book value per share to our existing shareholders and an immediate dilution of US$[__] US$(0.801) per share to purchasers of securities in this offering. The following table illustrates this per share dilution:

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• 18,540,745 common shares reserved for future issuance under our 2024 Equity Incentive Plan (the " Plan ") as well as any automatic evergreen increases in the number of common shares reserved for future issuance under our Plan.

Actual net tangible book value per share as of December 31, 2023 (1.355 ) Pro forma net tangible book value per share as of December 31, 2023 US$ [__] Increase 2.474 Decrease in net tangible book value per share attributable to new investors (0.493 ) (1) Pro forma as adjusted net tangible book value per share as of December 31, 2023, after giving effect to the offering (1) Dilution per share to new investors in the offering US$ [__] (1) (0.801 ) (1) Includes [__] common shares issuable upon exercise of The pre -funded warrants as part of this offering The above discussion and table are based on [___], 5,628,295 (pre 1:40 reverse stock split), 2,594,686, and [_] 3,865,872 shares outstanding as of December 31, 2023 on an actual, pro forma, and pro forma as adjusted basis, respectfully, and excludes common shares reserved for future issuance under our 2024 Equity Incentive Plan (the " Plan ") as well as any automatic evergreen increases in the number of common shares reserved for future issuance under our Plan.

Each 25% ($0.295) increase (decrease) in the assumed public offering price of $1.18 per Common Share (which was the last reported sale price of our Common Shares on the Nasdaq on September 18, 2024) (or $1.1799 per Pre-Funded Warrant in lieu thereof) would increase or decrease our pro forma as adjusted net tangible book value after this offering by approximately $Nil and the as adjusted net tangible book value per Common Share after this offering by $0.097 and would increase or decrease the dilution per Common Share to new investors by $0.198, assuming the number of Common Shares offered by us, as set forth on the cover page of this prospectus remains the same, and no sale of any Pre-Funded Warrants, after deducting the estimated underwriting fees and expenses and estimated offering expenses payable by us.

We may also increase or decrease the number of the securities we are offering. Each 317,796 share increase (decrease) in the number of securities offered by us in this offering would increase (decrease) our as adjusted net tangible book value after this offering by approximately $Nil and the as adjusted net tangible book value per Common Share after this offering by $0.097 per Common Share and would increase or decrease the dilution per Common Share to new investors by $0.198, assuming the assumed public offering price as set forth on the cover page of this prospectus remains the same, after deducting estimated underwriting fees and expenses and estimated offering expenses payable by us, and assuming no sale of any Pre-Funded Warrants.

MD&A 1 change

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See also " Business — Our Business — Background — 1900 Ferne Road, Gabriola Island, British Colombia ."

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Business 11 changes

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On April 20, 2022, Akanda, Cannahealth, The Flowr Corporation (" Flowr ") and Holigen Holdings Limited (" Holigen "), a wholly -owned subsidiary of Flowr entered into a share purchase agreement (the " Holigen Agreement ") whereby Cannahealth would acquire 100% of the ordinary shares of Holigen, which is the holding company of RPK Biopharma, Unipessoal, LDA (" RPK "), a cultivator and manufacturer of medical cannabis products based in Portugal (the " Holigen Acquisition "). The Holigen Acquisition closed on April 29, 2022. The Purchase Price for the Holigen Acquisition was comprised of (i) of $3,000,000 in cash and (ii) 190,000 Common Shares of Akanda (pre -reverse stock split). Concurrent with the closing of the Holigen Acquisition, Akanda purchased 14,285,714 Common Shares of Flowr for an aggregate purchase price of CAD$999,999.98.

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On September 20, 22, 2023, the Company announced entered an amended and restated option to purchase agreement with 1107385 B.C. LTD., pursuant to which the signing of Company acquired an option to develop purchase a Canadian THC and CBD farming facility The Company and 1107385 B.C. LTD, agreed upon terms to purchase farming land located at 1900 Ferne Road, Gabriola Island, British Columbia and related operations and licenses, pursuant to which, the key deal terms are as follows:

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To date, Akanda has made the three payments and anticipates additional payments once milestones are achieved.

• This buys Akanda the right to develop the property for two years. The Company plans during this time period to develop Tetrahydrocannabinol (THC) and CBD facilities at this site. Additional payments will be made based upon milestones achieved from the development. Additional milestones include THC cultivation, sales of product, CBD cultivation, and Hemp cultivation. This is similar to a mining agreement where operators buy In the right to mine a site. event all of the milestone payments are made or otherwise pays the full purchase price in this case the timeframes specified in the option agreement, the Company has will have purchased the right to develop the farming land. facility.

To date, Akanda has made the first three option payments and an additional $750,000 milestone payment as a result of our obtaining a hemp license from Health Canada in September 2024. We also anticipate making additional payments once the remaining milestones are achieved, of which we can give no assurance of success. To date, we have not yet cultivated any product from this farming facility.

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Canmart is our operating and wholly -owned subsidiary. 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 Europe.

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. Canmart is our operating and wholly -owned subsidiary. 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 Europe.

Our indirect wholly -owned subsidiary Canmart Ltd., a company incorporated under the laws of England and Wales, is a licensed importer and distributor of cannabis -based products for medicinal use in humans, or CBPMs, in the United Kingdom (UK). Canmart held a Controlled Drug License issued by the Home Office to possess and supply CBPMs in the UK. This license was renewed on May 24, 2024, and we expect to apply for renewal in January 2025 as the license needs to be renewed annually. Canmart additionally filed an application to increase import capabilities to Schedule 1 (bulk product); however, we decided to not take up the Schedule 1 license and focus on where our expertise lie in the distribution of goods safely and effectively. Canmart can continue with its day to day business under the conditions of its existing license for Schedule 2 that was renewed on May 24, 2024. Canmart continues to receive new import licenses issued by the UK Home Office for every specific shipment of CBPMs and Canmart has thus far successfully imported over 100kgs 100 kgs of product for distribution in the UK. Canmart continues to import product regularly from various distributors and stores all product at its warehouse, which it anticipates expanding in the near future to accommodate Canmart's planned market expansion. 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. Canmart has product in stock and is regularly making sales. This year, Canmart has so far sold over 125 kg of product.

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Holigen Holdings Limited

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On September 20, 19, 2023, Akanda acquired the right entered an option to develop a purchase agreement for Canadian farming property in British Columbia, including farming land and related operations and licenses, from 1107385 B.C. LTD. On September 22, 2023, Akanda entered an amended and restated purchase agreement with 1107385 B.C. LTD for the property. We plan to develop THC and CBD facilities at this site. We agreed to issue a non -refundable payment equal to $1,800,000, broken up into three payments, and if paid in our Common Shares will be based on a formula to calculate the per share price as set forth in the agreement. The initial payment will be broken up into the First Option Payment, the Second Option Payment and the Third Option Payment, upon signing, 15 days after signing, and 30 days after signing respectively. On September 22, 2023, we paid the first Option payment by issuing 21,997 Common Shares. On April 4, 2024, we have paid the second Option payment of $600,000 and the third Option payment of $600,000. Additional payments to the seller will be made based upon milestones achieved from the development, including THC cultivation, sales of product, CBD cultivation, and hemp cultivation. On September 5, 2024, Health Canada approved a hemp license for Akanda's subsidiary, 1468243 B.C. LTD, which triggered another milestone. As a result, Akanda was required to pay an additional $750,000 to the seller within ten business days of the milestone event and made the payment on September 16, 2024. To date, we have not yet cultivated any product from this land.

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On September 20, 19, 2023, Akanda acquired the right entered an option to develop a purchase agreement for Canadian farming property in British Columbia, at 1900 Ferne Road, Gabriola Island, British Columbia, including farming land and related operations and licenses, from 1107385 B.C. LTD. This buys The Company the right to develop agreement was amended and restated on September 22, 2023 and provides the property for Company a two years. -year option to purchase. We plan to develop THC and CBD facilities at this site. Additional payments to the seller will be made based upon milestones achieved from the development, including THC cultivation, sales of product, CBD cultivation, and hemp cultivation. To date, three option payments have been made and an additional milestone was achieved and paid in September 2024 with the issuance of a hemp license.

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Principal stockholders 2 changes

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The following table sets forth information about the beneficial ownership of our Common Shares as of September 4, 18, 2024 by:

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Percentages of beneficial ownership (as determined in accordance with Rule 13d -3 under the Exchange Act) are based on 2,594,686 Common Shares outstanding as of September 4, 18, 2024.

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Securities eligible for future sale 1 change

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After completion of this offering, we will have [________] 3,865,872 Common Shares issued and outstanding, assuming the exercise of any pre -funded warrants issued pursuant to the terms of this offering.

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Plan of distribution 4 changes

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We have agreed to reimburse the Representative for its out -of-pocket accountable expenses (including legal fees), up to a maximum amount of US$_____ and non -accountable expenses of __% of the gross proceeds of the offering. As of the date of this prospectus, we have paid US$_____ to the Representative as an advance against out -of-pocket accountable expenses. Any advance will be returned to us to the extent the representative's out -of-pocket accountable expenses are not actually incurred in accordance with FINRA Rule 5110(g)(4)(A).

(1) Represents an underwriting discount equal to (i) 4.0% 2.5% per Common Share (or pre -funded warrant in lieu thereof), which is the underwriting discount we have agreed to pay for sales to investors in this offering. The commissions do not include the expense reimbursement provisions described below.

We have agreed to reimburse the Representative for its legal fees, up to a maximum amount of $28,000. We estimate that the total expenses of this offering payable by us, excluding the underwriting discounts, and non -accountable expenses, will be approximately $_____. $222,500.

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We have agreed to grant the Representative, for the _____ 6 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 not 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. In accordance with FINRA Rule 5110(g)(6)(A), such right of first refusal shall not have a duration of more than three years from the commencement of sales of this offering or the termination date of the engagement between us and the underwriter. Additionally, pursuant to FINRA Rule 5110(g)(5)(B)(i), the Right of First Refusal may be terminated by the Company for cause.

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Note V: Incorporated a new subsidiary 1 change

On February 28, 2024, the Company incorporated a new subsidiary — 1468243 B.C. Ltd. Akanda Corp. Up to [____] 1,271,186 Common Shares Up to [_____] 1,271,186 Pre-Funded Warrants to Purchase Up to [____] 1,271,186 Common Shares Up to [____] 1,271,186 Common Shares Underlying the Pre-Funded Warrants ______________________________ PRELIMINARY PROSPECTUS ______________________________ Univest Investments, LLC , 2024 Through and including , 2024 (the 25 th day after the date of this prospectus), all dealers effecting transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to a dealer's obligation to deliver a prospectus when acting as an underwriter and with respect to an unsold allotment or subscription.

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Recent Sales of Unregistered Securities 1 change

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• On April 20, 2022, we issued 190,000 Common Shares as consideration to The Flowr Corporation in connection with the Share Purchase Agreement, dated April 20, 2022, whereby our wholly owned subsidiary, Cannahealth, acquired all of the ordinary shares of Holigen Holdings Limited. The Common Shares were issued pursuant to Regulation S of the Securities Act.

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Exhibits and Financial Statements Schedule 1 change

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* To be filed by amendment.

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Undertakings 8 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, Boca Raton, FL, USA on September 5, 20, 2024.

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KNOW ALL PERSON BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Katie Field, 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: September 5, 2024

Date: September 20, 2024

Title: Interim Chief Executive Officer and Executive Director ( Principal Executive Officer ) * Date: September 20, 2024 Name: Gurcharn Deol Title: Chief Financial Officer ( Principal Financial Officer and Principal Accounting Officer ) * Date: September 20, 2024 Name: Christopher Cooper Title: Director * Date: September 20, 2024 Name: Jatinder Dhaliwal Title: Director * Date: September 20, 2024 Name: David Jenkins Title: Director Katie Field, pursuant to Powers of Attorney (executed by each of the officers and directors listed above and indicated as signed above, and filed with the Securities and Exchange Commission), by signing her name hereto does hereby sign and execute this Amendment to the Registration Statement on behalf of each of the persons referenced above.

Katie Field, Attorney -in-Fact

Signature of Authorized U.S. Representative of Registrant

Title: Interim Chief Executive Officer and Executive Director ( Principal Executive Officer ) /s/ Gurcharn Deol Date: September 5, 2024 Name: Gurcharn Deol Title: Chief Financial Officer ( Principal Financial Officer and Principal Accounting Officer ) /s Christopher Cooper Date: September 5, 2024 Name: Christopher Cooper Title: Director /s/ Jatinder Dhaliwal Date: September 5, 2024 Name: Jatinder Dhaliwal Title: Director /s/ David Jenkins Date: September 5, 2024 Name: David Jenkins Title: Director II-7 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 Boca Raton, FL, USA, on September 5, 19, 2024.

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