~Via a business combination agreement with Nasdaq-listed Canna-Global Acquisition Corp
~ Transaction values New Quantum Holdings at pro forma enterprise value of $800 million expected to close in the second half of 2023 ~
New York, June 15, 2023 (GLOBE NEWSWIRE) — 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 500
Marina Del Rey, California 90292
Attention: J. Gerald Combs, CEO
Email: [email protected]
Media Contact:
Abbey Minogue, Capital Outcomes
[email protected]
+61-488 006 979
