Canna-Global Acquisition Corp (“Canna-Global”) (NASDAQ:CNGL), a
special purpose acquisition company, today announced the signing of
a definitive Bid Implementation and Business Acquisition Agreement
with Sydney-based New Quantum Holdings Pty Ltd. (“New Quantum”), a
provider of a vertically integrated technology and infrastructure
offering for financial services firms, that will result in New
Quantum becoming a wholly-owned subsidiary of Canna Global, which
is expected to be listed on the Nasdaq Global Market under the
ticker symbol “NQH”
The business combination transaction reflects an
estimated proforma enterprise value of New Quantum at USD $800M and
follows New Quantum’s recent acquisition of a majority interest in
Morrison Securities from the ASX-listed, Sequoia Financial Group in
June 2023. The combined entities have, in addition to a leading
technology platform, AUD $20 billion of committed funds under
management, and a qualified additional pipeline of AUD $80
billion.
New Quantum CEO Jong Chung comments, “New
Quantum’s technology and platform have the potential to
revolutionize the financial services industry by providing high
value services at a scale only their technology makes
possible.”
He added: “When we acquired 80 percent of
Morrison Securities, it not only confirmed our leadership position
in the Australian fintech industry, but also provided us with the
ballast to rapidly expand our offering in the market.”
Gerry Combs, CEO of
Canna-Global Acquisition Corp comments, “New Quantum is a pioneer
with its proprietary Fintech as a service technology platform. We
are proud to merge with a technology company that is already high
growth, with strong gross margins, and attractive recurring revenue
streams. The Nasdaq is the right home for New Quantum and is in
line with its growth plans in the USA. Access to public markets
will accelerate New Quantum’s ability to drive growth and
innovation in an industry ripe for disruption".
New Quantum’s primary sponsor is Beaconsfield
Capital Management, a Boston and London based hedge fund focused on
investments in leading technology companies. Beaconsfield Capital
Management Co-Founder and CIO Shantanu Jha says, “We are pleased to
see New Quantum, and its redoubtable financial technology platform,
earn a place on the Nasdaq. We hope to continue guiding New Quantum
in developing its market leading technology and its acquisition of
leading financial services firms in Australia and Asia.
“We continue to believe New Quantum’s operating
system for financial services firms, combined with the venerable
financial infrastructure of the newly acquired Morrison,
exemplifies the power of vertically integrated business models that
can internalise the value created by the underlying technological
automation.”
In connection with the proposed transaction,
Canna-Global intends to file relevant materials with the US
Securities and Exchange Commission (SEC) including a registration
statement on Form S-4, which will include a proxy
statement/prospectus, and other documents regarding the proposed
transaction expected to be finalised in the fourth quarter of 2023.
ASIC (Australian Securities & Investments Commission) approval
for the Bid Implementation is expected by mid-June, 2023.
About New Quantum Holdings Pty
Ltd.
New Quantum Holding Pty Ltd provides global
unified fintech as a service (FaaS), delivering a fully integrated
digital platform for wealth managers, family offices, governments,
asset managers, fintech businesses, and financial advisors.
About Canna-Global
Acquisition Corp
Canna-Global
Acquisition Corp is a blank check company whose business purpose is
to effect a merger, capital stock exchange, asset acquisition,
stock purchase, reorganization or similar business combination with
one or more businesses or entities. In December 2021, Canna-Global
consummated an initial public offering of its units, with each unit
consisting of one share of Class A Common Stock and one redeemable
warrant. Each warrant entitles its holder to purchase one share of
Class A Common Stock at a price of $11.50 per share. Canna-Global
is excited to focus on New Quantum, an emerging technology company
in Australia. EF Hutton, division of Benchmark Investments LLC,
served as the sole book-running manager of Canna Global’s initial
public offering.
Transaction
Overview
Under the terms of the
proposed transaction, New Quantum will combine with Canna-Global
and become a publicly traded entity. The transaction reflects an
estimated pro forma enterprise value for New Quantum of $800
million.
Although the Boards of
both New Quantum and Canna-Global have unanimously approved the
transaction, the transaction remains subject to the approval of
Canna-Global stockholders and other customary closing
conditions.
Additional information
about the proposed transaction, including a copy of the Bid
Implementation and Business Combination Agreement will be available
in a current report filed by Canna-Global on Form 8-K with the U.S.
Securities and Exchange Commission (“SEC”), which may be found at
www.sec.gov.
Advisors
Rimon PC is servicing
as United States legal counsel to Canna-Global. K&L Gates is
serving as Australian legal counsel to New Quantum.
ARC Group Ltd. is
serving as exclusive financial advisor to Canna-Global. EF Hutton,
division of Benchmark Investments, LLC, is serving as Capital
Markets Advisor.
Non-GAAP Financial
Measures
This press release
includes certain non-GAAP financial measures that are not prepared
in accordance with generally accepted accounting principles in the
United States (“GAAP”) and that may be different from non-GAAP
financial measures used by other companies. Canna-Global and New
Quantum believe that the use of these non-GAAP financial measures
provides an additional tool for investors to use in evaluating
ongoing operating results and trends of New Quantum. These non-GAAP
measures should not be considered in isolation from, or as an
alternative to, financial measures determined in accordance with
GAAP. Additionally, to the extent that forward-looking non-GAAP
financial measures are provided, they are presented on a non-GAAP
basis without reconciliations of such forward-looking non-GAAP
measures due to the inherent difficulty in forecasting and
quantifying certain amounts that are necessary for such
reconciliation.
Important Information About
the Proposed Business Combination and Where to Find It
For additional
information on the proposed transaction, see Canna-Global’s Current
Report on Form 8-K, which will be filed concurrently with this
press release. In connection with the proposed transaction,
Canna-Global intends to file relevant materials with the SEC,
including a registration statement on Form S-4, which will include
a proxy statement/prospectus, and other documents regarding the
proposed transaction. Canna-Global’s shareholders and other
interested persons are advised to read, when available, the
preliminary proxy statement/prospectus and the amendments thereto
and the definitive proxy statement and documents incorporated by
reference therein filed in connection with the proposed business
combination, as these materials will contain important information
about New Quantum and Canna-Global and the proposed business
combination. Promptly after the Form S-4 is declared effective by
the SEC, Canna-Global will mail the definitive proxy
statement/prospectus and a proxy card to each shareholder entitled
to vote at the meeting relating to the approval of the business
combination and other proposals set forth in the proxy
statement/prospectus. Before making any voting or investment
decision, investors and shareholders of Canna-Global are urged to
carefully read the entire registration statement and proxy
statement/prospectus, when they become available, and any other
relevant documents filed with the SEC, as well as any amendments or
supplements to these documents, because they will contain important
information about the proposed transaction. The documents filed by
Canna-Global with the SEC may be obtained free of charge at the
SEC’s website at www.sec.gov, or by directing a request to
Canna-Global, 4640 Admiralty Way, Suite 500, Marina Del Rey,
California 90292.
Participants in the
Solicitation
Canna-Global and
certain of its directors, executive officers and other members of
management and employees may, under SEC rules, be deemed to be
participants in the solicitation of proxies from Canna-Global’s
shareholders in connection with the proposed transaction. A list of
the names of those directors and executive officers and a
description of their interests in Canna-Global will be included in
the proxy statement/prospectus for the proposed business
combination when available at www.sec.gov.
Information about
Canna-Global’s directors and executive officers and their ownership
of Canna-Global shares of common stock is set forth in
Canna-Global’s final prospectus for its for its initial public
offering dated November 29, 2021, and filed with the SEC on October
12, 2021, as modified or supplemented by any Form 3 or Form 4 filed
with the SEC since the date of such filing. Other information
regarding the interests of the participants in the proxy
solicitation will be included in the proxy statement/prospectus
pertaining to the proposed business combination when it becomes
available. These documents can be obtained free of charge from the
source indicated above.
New Quantum and its
directors and executive officers may also be deemed to be
participants in the solicitation of proxies from the shareholders
of Canna-Global in connection with the proposed business
combination. A list of the names of such directors and executive
officers and information regarding their interests in the proposed
business combination will be included in the proxy
statement/prospectus for the proposed business combination.
Additional information
regarding the participants in the proxy solicitation and a
description of their direct and indirect interests is included in
the proxy statement/prospectus filed with the SEC on Form S-4.
Shareholders, potential investors and other interested persons
should read the proxy statement/prospectus carefully when it
becomes available before making any voting or investment decisions.
You may obtain free copies of these documents from the sources
indicated above.
Cautionary Statement
Regarding Forward-Looking Statements
Certain statements
contained in this press release constitute “forward-looking
statements” within the meaning of federal securities laws.
Forward-looking statements may include, but are not limited to,
statements with respect to (i) trends in the financial advisory
industry, including changes in demand and supply related to New
Quantum’s products and services; (ii) New Quantum’s growth
prospects and New Quantum’s market size; (iii) New Quantum’s
projected financial and operational performance including relative
to its competitors; (iv) new product and service offerings New
Quantum may introduce in the future; (v) the potential transaction,
including the implied enterprise value, the expected post-closing
ownership structure and the likelihood and ability of the parties
to consummate the potential transaction successfully; (vi) the risk
the proposed business combination may not be completed in a timely
manner or at all, which may adversely affect the price of
Canna-Global securities; (vii) the failure to satisfy the
conditions to the consummation of the proposed business
combination, including the approval of the proposed business
combination by the shareholders of Canna-Global; (viii) the effect
of the announcement or pendency of the proposed business
combination on Canna-Global’s or New Quantum’s business
relationships, performance and business generally; (ix) the outcome
of any legal proceedings that may be instituted against
Canna-Global or New Quantum related to the proposed business
combination or any agreement related thereto; (x) the ability to
maintain the listing of Canna-Global on Nasdaq; (xi) the price of
Canna-Global’s securities, including volatility resulting from
changes in the competitive and regulated industry in which New
Quantum operates, variations in performance across competitors,
changes in laws and regulations affecting New Quantum’s business
and changes in the combined capital structure; (xii) the ability to
implement business plans, forecasts, and other expectations after
the completion of the proposed business combination and identify
and realize additional opportunities; and (xiii) other statements
regarding Canna-Global’s or New Quantum’s expectations, hopes,
beliefs, intentions and strategies regarding the future.
In addition, any
statements that refer to projections, forecasts or other
characterizations of future events or circumstances, including any
underlying assumptions are forward-looking statements. The words
“anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,”
“intends,” “outlook,” “may,” “might,” “plan,” “possible,”
“potential,” “predict,” “project,” “should,” “would,” and similar
expressions may identify forward-looking statements, but the
absence of these words does not mean that a statement is not
forward-looking. Forward-looking statements are predictions,
projections and other statements about future events that are based
on current expectations and assumptions and, as a result, are
subject, are subject to risks and uncertainties.
You should carefully
consider the risks and uncertainties described in the “Risk
Factors” section of Canna-Global’s final prospectus dated November
29, 2021, and filed with the SEC on October 12, 2021 for its
initial public offering and, the proxy statement/prospectus
relating to this transaction, which is expected to be filed by
Canna-Global with the SEC, other documents filed by Canna-Global
from time to time with SEC, and any risk factors made available to
you in connection with Canna-Global, New Quantum, and the
transaction. These forward-looking statements involve a number of
risks and uncertainties (some of which are beyond the control of
New Quantum and Canna-Global) and other assumptions, that may cause
the actual results or performance to be materially different from
those expressed or implied by these forward-looking statements.
Canna-Global and New Quantum caution that the foregoing list of
factors is not exclusive.
No Offer or
Solicitation
This press release
relates to a proposed business combination between Canna-Global and
New Quantum, and does not constitute a proxy statement or
solicitation of a proxy and does not constitute an offer to sell or
a solicitation of an offer to buy the securities of Canna-Global or
New Quantum, nor shall there be any sale of any such securities in
any state or jurisdiction in which such offer, solicitation, or
sale would be unlawful prior to registration or qualification under
the securities laws of such state or jurisdiction.
Contact
Canna-Global Acquisition Corp.4640
Admiralty Way, Suite 500Marina Del Rey, California 90292 Attention:
J. Gerald Combs, CEOEmail: gerry@gcombs.com
Media
Contact:
Abbey Minogue, Capital
Outcomesabbey@capitaloutcomes.co+61-488 006 979
And:IR@newquantum.com
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