Brains Bioceutical to List on Nasdaq via SPAC Deal
Brains Bioceutical Corp. will debut on Nasdaq, becoming the first UK‑based cannabinoid pharma manufacturer to list in the United States since GW Pharmaceuticals was acquired by Jazz in 2021.
Headquartered in Vancouver, Canada, Brains operates a leading cannabinoid API facility in Kent, England, through its subsidiary BSPG Laboratories.
On November 5, 2026, SPAC Armada Acquisition Corp. III announced a deal to acquire Brains at an implied pre‑money valuation of roughly $750 million, signed October 31, 2026.
The merger will create Brains Therapeutics Corp., ticker BAPI, on Nasdaq. All existing Brains shareholders will roll their equity into the new entity, eliminating cash‑out. Both boards approved unanimously, and the SPAC sponsor and key Brains shareholders have signed support and lock‑up agreements.
Closing is slated for Q2 2027, pending shareholder and Nasdaq approvals.
SPAC mergers have become a popular route for cannabis firms to access major exchanges. In 2020‑2021, deals such as WM Technology (MAPS), Clever Leaves (CLVR) and Leafly (LFLY) took cannabis‑related companies public on Nasdaq.
The Kent facility manufactures pharmaceutical‑grade cannabinoid APIs—CBD, delta‑9 THC, delta‑8 THC, CBN, CBG—and also produces drug intermediates and finished medical products.
Brains holds regulatory approvals and licensing in the US, UK, EU, UAE, Japan, Australia and Brazil, supported by Drug Master Files, Active Substance Master Files and controlled‑substance licenses, and lists major South American and global generic pharma firms as API customers.
The listing underscores a pipeline that extends beyond API supply. Brains owns global commercial rights to an extended‑release methazolamide for glaucoma, which cleared a pivotal bioequivalence study under an FDA Special Protocol Assessment.
Brains supplies trial material for an NIH‑funded Phase 3 trial of a cannabinoid therapy for opioid use disorder, backed by $18 million in funding and enrolling about 450 subjects at seven sites; Brains holds an exclusive option to negotiate a licence.
The pipeline also features a proprietary oral epilepsy capsule and an internal sleep‑disorder programme.
Rick Brar, CEO and Chairman of Brains Bioceutical, said the company had “spent years developing the manufacturing, regulatory and scientific foundation required to participate in the pharmaceutical market at scale.”
Brar added, “Today, Brains is not merely developing promising compounds; we have an established pharmaceutical‑grade manufacturing platform, commercial relationships, extensive regulatory experience and a growing pipeline of proprietary and partnered programmes.”
Stephen Herbert, Chairman and CEO of Armada Acquisition Corp. III, said the SPAC was created “to identify a business with differentiated technology, a substantial addressable market and a management team capable of building significant long‑term value,” adding that “Brains meets those criteria.”
Ben Stevens
Ben is the editor of Business of Cannabis. Since 2021, he has researched, written, and published the vast majority of the outlet’s content, delivering agenda‑setting journalism on regulation, business strategy, and policy across Europe.
