Akanda: securities offering (amended)

Cover page 5 changes

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Commission on March 3, 20, 2026

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DATED MARCH 20, 2026

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The last sale price of our Common Share as reported by the Nasdaq Capital Market on February

Our Common Shares are listed on The Nasdaq Capital Market under the symbol "AKAN".

26, Capital Market under the symbol "AKAN". The last sale price of our Common Share as reported by the Nasdaq Capital Market on March 19, 2026 was $0.9199. $0.80. None of our Class A Special Shares nor the Class B Special Shares are or will be listed on a national securities exchange or interdealer quotation system.

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Prospectus summary 11 changes

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Company has used the net proceeds from the sale of the January Notes for (i) $2.3 million in marketing services provided by IR Agency, LLC (" IR Agency ") pursuant to a consulting agreement, described in further detail below, (ii) working capital and general corporate purposes of approximately $2.6 million and (iii) the repayment of certain indebtedness of up to $2.1 million. As a result of the sale of the January Notes, cash on hand and revenues from the Company's First Tower subsidiary, as of February 28, 2026, the Company had approximately $1.3 million in cash and cash equivalents; and the Company believes such amount, with expected future revenues, will be sufficient to operate the Company as it is currently being operated at a current burn-rate for up to approximately twelve months.

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IR Agency Consulting Agreement Agreements

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a six-month consulting agreement with IR Agency to provide marketing services effective February 1, 2026. IR Agency is a marketing/advertising agency that conducts informational awareness campaigns for publicly traded companies through its multi-channel distribution model, which targets potential interested parties. Although the term of each IR Agency consulting agreements agreement is six months, they are estimated timeframes, paid for the services calculated based on an informational awareness campaign's expected cost for a projected timeframe here six months, and only continue until the exhaustion of the funds rather than the estimated timeframe. term.

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agreement with IR Agency, dated September 22, 2025, to conduct a similar informational awareness campaign. As of March 20, 2026, the Company has paid IR Agency an aggregate of $6,725,000, inclusive of $2.3 million from the proceeds of the January Notes, $3.5 million from the proceeds of the September Notes referred to below and pursuant to the September 22, 2025 agreement, and $925,000 pursuant to a 2024 consulting agreement, for these marketing services.

As part of the informational awareness campaign,

agreement with IR Agency dated September 22, 2025, to conduct an informational awareness campaign. As part of the informational awareness campaign, IR Agency disseminated information about the Company through a SMS network of over 2.3 million subscribers utilizing the subscribers' mobile networks, its email distribution list reaching roughly 46,713 recipients per email, digital newsletter advertisements on 9 investor-focused publications, push notifications on targeted mobile phone applications reaching 12,370 user per notification (e.g., Stock News app), and traditional and social media platforms (e.g., WhatsApp and Telegram). Such services provided by IR Agency were promotional in nature only, were carefully curated to enhance the Company's public visibility, and did not provide investment advice or deliver performance guarantees.

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As of February 26, 2026, the Company has paid

IR Agency an aggregate of $6,725,000, inclusive of $2.3 million from the proceeds of the January Notes, $3.5 million from the proceeds of the September Notes referred to below, and $925 thousand pursuant to a 2024 consulting agreement, for these marketing services.

The Consulting Agreement, effective February

The January 27, 2026 Consulting Agreement,

1, 2026 between IR Agency LLC and Akanda Corp., included as Exhibit 10.23 in to the Registration Statement on Form F-1 to which this prospectus forms a part, continues the informational awareness campaign through IR Agency's multi-channel distribution model for an additional six months, as the Company's prior campaign with IR Agency under the September 22, 2025 agreement concluded with the exhaustion of funds on January 31, 2026.

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The offering 4 changes

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Common Shares Outstanding Immediately prior to the January Offering of February 26, 2026 (2) .

to the January Offering

2,404,882 Common Shares, as

of March 20, 2026 (2) .

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Dividend policy 11 changes

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IR Agency Consulting Agreement: Agreements:

Summary-Recent Developments-IR Agency Consulting Agreement." Agreements."

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The Company's operating plan is predicated

In the event that the Company is not able to raise capital from investors in a timely manner, the Company will explore all available options.

In the absence of additional appropriate financing, the Company may have to modify its plan or slow down the pace of development and commercialization.

The Company's operating plan is predicated on a variety of assumptions including, but not limited to, the level of product demand, cost estimates, its ability to continue to raise additional financing and the state of the general economic environment in which the Company operates. There can be no assurance that these assumptions will prove accurate in all material respects, or that the Company will be able to successfully execute its operating plan. In the event that the Company is not able to raise capital from investors in a timely manner, the Company will explore all available options. In the absence of additional appropriate financing, the Company may have to modify its plan or slow down the pace of development and commercialization.

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As a result of the sale of the January Notes,

cash on hand and revenues from the Company's First Tower subsidiary, as of February 28, 2026, the Company had approximately $1.3 million in cash and cash equivalents; and the Company believes such amount, with expected future revenues, will be sufficient to operate the Company as it is currently being operated at a current burn-rate for approximately twelve months.

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In the event that the Company is not able to raise capital from investors in a timely manner, the Company will explore all available options.

In the absence of additional appropriate financing, the Company may have to modify its plan or slow down the pace of development and commercialization.

on a variety of assumptions including, but not limited to, the level of product demand, cost estimates, its ability to continue to raise additional financing and the state of the general economic environment in which the Company operates. There can be no assurance that these assumptions will prove accurate in all material respects, or that the Company will be able to successfully execute its operating plan. To the extent the Company seeks to grow its businesses, it will likely need to increase its burn rate and would be required to raise capital through the offer and sale of its securities. In the event that the Company is not able to raise capital from investors in a timely manner, the Company will explore all available options. In the absence of additional appropriate financing, the Company may have to modify its plan or slow down the pace of development and commercialization.

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Business 13 changes

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The Company has used the net proceeds from the sale of the January

Company has used the net proceeds from the sale of the January Notes for (i) $2.3 million in marketing services provided by IR Agency, LLC (" IR Agency ") pursuant to a consulting agreement, described in further detail below, (ii) working capital and general corporate purposes of approximately $2.6 million and (iii) the repayment of certain indebtedness of up to $2.1 million. As a result of the sale of the January Notes, cash on hand and revenues from the Company's First Tower subsidiary, as of February 28, 2026, the Company had approximately $1.3 million in cash and cash equivalents;

and the Company believes such amount, with expected future revenues, will be sufficient to operate the Company as it is currently being operated at a current burn-rate for up to approximately twelve months.

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IR Agency Consulting Agreement Agreements

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a six-month consulting agreement with IR Agency to provide marketing services effective February 1, 2026. IR Agency is a marketing/advertising agency that conducts informational awareness campaigns for publicly traded companies through its multi-channel distribution model, which targets potential interested parties. Although the term of each IR Agency consulting agreements agreement is six months, they are estimated timeframes, paid for the services calculated based on an informational awareness campaign's expected cost for a projected timeframe here six months, and only continue until the exhaustion of the funds rather than the estimated timeframe. term.

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agreement with IR Agency, dated September 22, 2025, to conduct a similar informational awareness campaign. As of March 20, 2026, the Company has paid IR Agency an aggregate of $6,725,000, inclusive of $2.3 million from the proceeds of the January Notes, $3.5 million from the proceeds of the September Notes referred to below and pursuant to the September 22, 2025 agreement, and $925,000 pursuant to a 2024 consulting agreement, for these marketing services.

As part of the informational awareness campaign,

agreement with IR Agency dated September 22, 2025, to conduct an informational awareness campaign. As part of the informational awareness campaign, IR Agency disseminated information about the Company through a SMS network of over 2.3 million subscribers utilizing the subscribers' mobile networks, its email distribution list reaching roughly 46,713 recipients per email, digital newsletter advertisements on 9 investor-focused publications, push notifications on targeted mobile phone applications reaching 12,370 user per notification (e.g., Stock News app), and traditional and social media platforms (e.g., WhatsApp and Telegram). Such services provided by IR Agency were promotional in nature only, were carefully curated to enhance the Company's public visibility, and did not provide investment advice or deliver performance guarantees.

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As of February 26, 2026, the Company has paid

IR Agency an aggregate of $6,725,000, inclusive of $2.3 million from the proceeds of the January Notes, $3.5 million from the proceeds of the September Notes referred to below, and $925 thousand pursuant to a 2024 consulting agreement, for these marketing services.

The Consulting Agreement, effective February

The January 27, 2026 Consulting Agreement,

1, 2026 between IR Agency LLC and Akanda Corp., included as Exhibit 10.23 in to the Registration Statement on Form F-1 to which this prospectus forms a part, continues the informational awareness campaign through IR Agency's multi-channel distribution model for an additional six months, as the Company's prior campaign with IR Agency under the September 22, 2025 agreement concluded with the exhaustion of funds on January 31, 2026.

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Regulation 2 changes

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As of April 30, 2025, and as a result of the

of April 30, 2025, and as a result of the discontinuance of our Canmart operations and our transition to cultivating cannabis products at our British Columbia facilities, Akanda ceased having any full time employees and has a total of 2 part-time executives, since it had not yet begun cultivation operations at its British Columbia location. As of August 6, 2025, we increased our full-time employee headcount with the assumption of six employees from First Towers. As of February 26, March 20, 2026, none of our employees were represented by labor unions or subject to collective bargaining agreements.

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Principal stockholders 4 changes

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The following table sets forth information

following table sets forth information about the beneficial ownership of our Common Shares as of February 26, March 20, 2026 by:

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Percentages of beneficial ownership (as determined

of beneficial ownership (as determined in accordance with Rule 13d-3 under the Exchange Act) are based on approximately 2,404,882 Common Shares outstanding as of February 26, March 20, 2026.

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Selling stockholders 2 changes

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The table below lists the Selling Shareholders

table below lists the Selling Shareholders and other information regarding the beneficial ownership of the Common Shares by each of the Selling Shareholders. The second column lists the number of Common Shares beneficially owned by each Selling Shareholder, based on its ownership of the Common Shares, as of February 26, March 20, 2026. The third column lists the Common Shares being offered by this prospectus by the Selling Shareholders.

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Index to financial statements 231 changes

For the Three and Six-Months Ended

June 30, 2025 and 2024

Stated in United States Dollars

Towers & Fiber Optics Corp.

Statements of Consolidated Financial Position

(Stated in United States dollars)

Trade and other receivables (Note 3)

Prepaid and deposits

Total current assets

Property and equipment (Note 4)

Right-of-use assets (Note 5)

Liabilities and Shareholders' Deficiency

Current liabilities:

Accounts payable and accrued liabilities

Due to (from) related parties (Note 6)

Loans and borrowings (Note 8)

Current portion of lease liability (Note 7)

Total current liabilities

Non-current liabilities:

Loans and borrowings (Note 8)

Lease liabilities (Note 7)

Shareholders' deficiency:

Share capital (Note 9)

Accumulated other comprehensive loss

Total shareholder's equity attributable to the owners of the parent (10,111,389 ) (8,395,317 ) Non-controlling interest (846,878 ) (194,192 ) Total shareholders deficiency (10,958,267 ) (8,589,509 ) Total liabilities and shareholder's deficiency $ 5,846,280 $ 5,841,821 Nature of operations and continuance of business (Note 1) The related notes form an integral part of these condensed consolidated financial statements.

Towers & Fiber Optics Corp.

Statements of Consolidated Loss and Comprehensive Loss

For the Three and Six-Months Ended June 30, 2025 and 2024

(Stated in United States dollars)

For the Three-Months Ended

For the Six-Months Ended

Consulting and professional fees

General and administration expenses

Depreciation and amortization

Other income (expenses)

Finance exchange gain (loss)

Net loss for the period

Net income (loss) attributable to:

Owners of the parent

Non-controlling interests

Other comprehensive loss:

Foreign currency translation adjustment

Net comprehensive income (loss) for the period

Net comprehensive income (loss) attributable to:

Owners of the parent

Non-controlling interests

Weighted average numbers of shares outstanding

The related notes form an integral part

Towers & Fiber Optics Corp.

Statements of Changes in Consolidated Shareholders' Deficiency (Stated in United States dollars) (Unaudited) Share Capital Accumulated other comprehensive Equity attributable Non-controlling # of shares $ Reserves Deficit income to owners interest Total Balance, December 31, 2023 45,648,413 $ 2,032,000 $ 106,249 $ (6,811,419 ) $ (2,634,499 ) $ (7,307,669 ) $ (144,521 ) $ (7,452,190 ) Shares issued for cash 2,548,502 953,798 - - - 953,798 - 953,798 Translation adjustments - - - - 3,110,982 3,110,982 - 3,110,982 Net loss for the period - - - (2,917,649 ) - (2,917,649 ) (49,671 ) (2,967,319 ) Balance, June 30, 2024 48,196,915 $ 2,985,798 $ 106,249 $ (9,729,067 ) $ 476,483 $ (6,160,538 ) $ (194,192 ) $ (6,354,729 ) Balance, December 31, 2024 150,111,208 $ 5,105,073 $ 106,249 $ (13,202,142 ) $ (404,497 ) $ (8,395,317 ) $ (194,192 ) $ (8,589,509 ) Translation adjustments - - - - (691,402 ) (691,402 ) - (691,402 ) Net loss for the period - - - (1,024,670 ) - (1,024,670 ) (652,686 ) (1,677,357 ) Balance, June 30, 2025 150,111,208 $ 5,105,073 $ 106,249 $ (14,226,812 ) $ (1,095,899 ) $ (10,111,389 ) $ (846,878 ) $ (10,958,267 ) The related notes form an integral part of these condensed consolidated financial statements.

Towers & Fiber Optics Corp.

Statements of Consolidated Cash Flows

For the Six-Months Ended June 30, 2025 and 2024

(Stated in United States dollars)

Cash provided by (used in):

Operating activities

Items not affecting cash:

Depreciation and amortization

Finance exchange gain (loss)

Change in non-cash working capital

Trade and other receivables

Prepaid and deposits

Due to related parties

Accounts payable and accrued liabilities

Accrued interest payable

Net cash used in operations

Investing activities

Purchase of property and equipment (Note 4)

Net cash from investing activities

Financing activities

Advances from loans and borrowings (Note 8)

Repayments of leases and loans and borrowings (Note 8)

Proceeds from issue of share capital

Net cash provided from financing activities

Increase (decrease) in cash

Cash, beginning of period

Exchange differences on cash

The related notes form an integral part

of these condensed consolidated financial statements.

1. NATURE OF OPERATIONS AND CONTINUANCE OF BUSINESS

and 151 more changes in the filing

Undertakings 10 changes

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Pursuant to the requirements of the Securities

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 Boca Raton, FL, USA on March 3, 20, 2026.

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Date: March 20, 2026

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Date: March 20, 2026

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Date: March 20, 2026

Date: March 20, 2026

Date: March 20, 2026

Date: March 20, 2026

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Date: March 20, 2026

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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 March 3, 20, 2026.

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