Akanda Corp.
c/o Gowling WLG (Canada) LLP
100 King St. W, Suite 1600
Toronto, ON M5X 1G5
VIA EDGAR
United States Securities and Exchange Commission
Division of Corporation Finance
Office of Life Sciences
100 F Street, N.E.
Washington, D.C. 20549
Attention: Alan Campbell and Laura Crotty
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RE: |
Akanda Corp. |
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Withdrawal of Registration Statement on Form F-1 |
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File No. 333-292964 |
Ladies and Gentlemen:
Pursuant to Rule 477(a) under
the Securities Act of 1933, as amended (the “Act”), Akanda Corp. (the “Registrant”) hereby respectfully requests
that the Securities and Exchange Commission (the “Commission”) consent to the withdrawal, effective as of the date hereof
or at the earliest practicable date hereafter, of the Registrant’s Registration Statement on Form F-1 (File No. 333-292964) as filed
on January 26, 2026 and all amendments and exhibits thereto (the “Registration Statement”).
The Registrant is hereby requesting
such withdrawal due to the mutual agreement reached among the Registrant and certain holders of convertible notes pursuant to a certain
securities purchase agreement, dated January 20, 2026, pursuant to which the Registrant is no longer required to register the resale of
the securities underlying such convertible notes.
The Registrant hereby confirms
that the Registration Statement has not been declared effective and no securities have been sold under the Registration Statement. The
Registrant believes that the withdrawal of the Registration Statement is consistent with the public interest and the protection of investors,
as contemplated by Rule 477(a) under the Act.
Therefore, the Registrant
respectfully requests that the Commission consent to the withdrawal of the Registration Statement. We understand that, pursuant to Rule
477(b) under the Act, unless the Commission notifies the Registrant within fifteen (15) calendar days after the date this application
is filed that the request will not be granted, this application for withdrawal will be deemed granted as of the date it is filed.
Additionally, the Registrant
requests, in accordance with Rule 457(p) under the Act, that all fees paid to the Commission in connection with the filing of the Registration
Statement be credited for future use.
If you have any questions
or comments regarding this request for withdrawal, please contact Stephen Fox of the Registrant’s legal counsel, Nixon Peabody LLP,
at 516-832-7571.
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Very truly yours, |
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/s/ Christopher Cooper |
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Chief Executive Officer |
| cc: |
Stephen E. Fox, Esq. |
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Nixon Peabody LLP |
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