Akanda Corp美股招股说明书(2025-12-22版)

Akanda Corp. This prospectus supplement (the “Prospectus Supplement”) is being filed to update and supplement our prospectus containedin our Registration Statement on Form F-1, dated September 29, 2025 (the “Prospectus”), relating to the resale, from time to time ofup to an aggregate of 18,761,062 common shares, no par value, of Akanda Corp. (“Common Shares”), by the selling stockholdersnamed elsewhere in the Prospectus (“Selling Stockholders”). The Selling Stockholders may receive the Common Shares included inthe Prospectus upon the conversion of principal and interest under outstanding convertible promissory notes of the Company in theaggregate principal amount of $12,000,000 held by such Selling Stockholders. The 18,761,062 Common Shares is calculated based Specifically, this Prospectus Supplement is being filed to update and supplement the information included in the Prospectusunder the sections entitled “Prospectus Summary – Other Recent Developments – Shareholder Meeting” on page 7 of the Prospectus Capitalized terms used but not defined herein have the meanings ascribed to them in the Prospectus. This Prospectus Supplement is not complete without, and may not be utilized except in connection with, the Prospectus,including any supplements and amendments thereto. We may further amend or supplement the Prospectus and this Prospectus Supplement from time to time by filing amendmentsor supplements as required. You should read the entire Prospectus, this Prospectus Supplement and any amendments or supplements Our Common Shares are listed on The Nasdaq Capital Market under the symbol “AKAN”. The last sale price of our CommonShare as reported by the Nasdaq Capital Market on December 18, 2025, was $0.6849. None of our Class A Special Shares nor the Investing in our Ordinary Shares involves significant risks. You should read the section entitled “Risk Factors”beginning on page 15 of the Prospectus for a discussion of certain risk factors that you should consider before investing in ourOrdinary Shares. Neither the Securities and Exchange Commission nor any state securities commission or other regulatory body hasapproved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the The date of this Prospectus Supplement is December 22, 2025 Shareholder Meeting On November 28, 2025, the Company held a Special Meeting of Shareholders at which a quorum was present, at which theshareholders of the Company approved the following proposals: ●A proposal to consider and, if deemed appropriate, pass a special resolution, approving one or more amendments to thearticles of the Company for one or more future consolidations of the Company’s issued and outstanding common shareson the basis of consolidation ratios to be selected by the Company’s Board of Directors within a range of between twopre-consolidation common shares for one post-consolidation common share and 100 pre-consolidation common sharesfor one post-consolidation common share, provided that, (A) the cumulative effect of the one or more consolidations ●A proposal to consider and, if thought advisable, pass a special resolution (the “FT Share Compensation Resolution”) toapprove the issuance of 4,775,972 common shares of the Company, for purposes of complying with NASDAQ listingrules, of the issuance of 20% or more of the Company’s issued and outstanding common shares as of August 21, 2025, ●A proposal to consider and, if thought advisable, pass a special resolution (the “Assumed Indebtedness ShareResolution”) to approve the issuance of (a) an aggregate of 732,384 common shares underlying Class B Special Sharesissuable pursuant to the terms of the PGC DSA and Dunstan DSA upon and as a result of the closing of the Transaction(the “Debt Settlement Agreements”) and (b) up to 27,300,000 common shares upon the conversion of all of the principal As a result of the approval of Proposal 3, the Company intends to (a) issue an aggregate of 732,384 Class B Special Sharesissuable pursuant to the terms of the Debt Settlement Agreements, which convert in accordance with their terms into a like number ofCommon Shares, and (b) issue up to 27,300,000 Common Shares, from time to time in accordance with its terms, which is the In addition, as a result of the approval of Proposal 1, the Company may strategically effect one or more additional reversestock splits from time to time without further shareholder approval at different ratios. The Company’s decision whether or not (andwhen) to effect additional reverse stock splits (and at what ratio to effect such reverse stock splits) will be based on a number of RISK FACTORS An investment in our securities is highly speculative and involves a high degree of risk. We operate in a dynamic and rapidlychanging industry that involves numerous risks and uncertainties. You should carefully consider the factors described below, togetherwith all of the other information cont