NewCo

SciSparc Signs Non-Binding Letter of Intent to Merge with Leading Vehicle Importer Company in Israel

Retrieved on: 
Wednesday, November 22, 2023
TEL, NewCo, Combined, Target, Central nervous system, Disorder, Security (finance)

TEL AVIV, Israel, Nov. 22, 2023 (GLOBE NEWSWIRE) -- SciSparc Ltd. (Nasdaq: SPRC) ("Company" or "SciSparc"), a specialty clinical-stage pharmaceutical company focusing on the development of therapies to treat disorders and rare diseases of the central nervous system, announced today the signing of a non-binding letter of intent to merge with a leading vehicle importer company in Israel (the "Target Company"). This merger (the “Merger) is expected to be consummated by means of a reverse triangular merger, pursuant to which SciSparc will establish a new wholly-owned Israeli subsidiary, which would in turn merge with and into the Target Company, leaving the Target Company as the surviving company. It is contemplated that upon the successful completion of the Merger, SciSparc will transfer its technologies and product candidates pertaining to pharmaceutical activities, with all associated obligations and liabilities, to a separate legal entity (“NewCo”). SciSparc will explore the possible distribution of NewCo shares as dividend in kind to its shareholders.

Key Points: 
  • TEL AVIV, Israel, Nov. 22, 2023 (GLOBE NEWSWIRE) -- SciSparc Ltd. (Nasdaq: SPRC) ("Company" or "SciSparc"), a specialty clinical-stage pharmaceutical company focusing on the development of therapies to treat disorders and rare diseases of the central nervous system, announced today the signing of a non-binding letter of intent to merge with a leading vehicle importer company in Israel (the "Target Company").
  • The proposed Merger outlines a comprehensive business combination that will result in the Target Company becoming a wholly-owned subsidiary of SciSparc.
  • Upon Closing, the Combined Company shall transfer an amount of not less than $3 million in cash to the Target Company.
  • The Target Company is a leading vehicle importer in Israel.

Prospector Capital Corp. Shareholders Approve Previously Announced Business Combination with LeddarTech

Retrieved on: 
Tuesday, December 19, 2023
Acquisition, ADAS, NewCo, Qualcomm, Security (finance)

QUEBEC CITY, Dec. 19, 2023 /PRNewswire/ -- LeddarTech Inc.® ("LeddarTech" or the "Company"), an automotive software company that provides patented disruptive AI-based low-level sensor fusion and perception software technology for ADAS and AD, and Prospector Capital Corp. ("Prospector") (Nasdaq: PRSR, PRSRU, PRSRW), a publicly traded special-purpose acquisition company led by former Qualcomm President Derek Aberle and chaired by former Qualcomm Vice Chairman Steve Altman, today announced that Prospector's shareholders voted to approve the previously announced business combination between Prospector and LeddarTech Holdings Inc., a company incorporated under the laws of Canada and a wholly owned subsidiary of LeddarTech ("Newco"), at the extraordinary general meeting of Prospector's shareholders held on December 13, 2023 (the "Extraordinary Special Meeting").

Key Points: 
  • Voters representing over 85% of the issued and outstanding ordinary shares of Prospector cast votes in favor of the proposal in connection with the business combination at the Extraordinary General Meeting.
  • Prospector shareholders also voted to approve all other proposals presented at the Extraordinary General Meeting.
  • 1,338,616 Prospector Class A Shares (representing approximately 60% of the total Prospector Class A Shares prior to redemptions) will remain outstanding after satisfaction of such redemptions.
  • Additionally, given that the transaction did not close on December 15, 2023 (the previously announced anticipated closing date), Prospector announced that the record date for the previously announced issuance of one additional Prospector Class A Share for each non-redeemed Prospector Class A Share to shareholders holding such non-redeemed Prospector Class A Shares did not occur, and instead will be on the date of the closing of the business combination.

Prospector Capital Corp. Shareholders Approve Previously Announced Business Combination with LeddarTech

Retrieved on: 
Tuesday, December 19, 2023
Acquisition, ADAS, NewCo, Qualcomm, Security (finance)

Voters representing over 85% of the issued and outstanding ordinary shares of Prospector cast votes in favor of the proposal in connection with the business combination at the Extraordinary General Meeting.

Key Points: 
  • Voters representing over 85% of the issued and outstanding ordinary shares of Prospector cast votes in favor of the proposal in connection with the business combination at the Extraordinary General Meeting.
  • Prospector shareholders also voted to approve all other proposals presented at the Extraordinary General Meeting.
  • 1,338,616 Prospector Class A Shares (representing approximately 60% of the total Prospector Class A Shares prior to redemptions) will remain outstanding after satisfaction of such redemptions.
  • Additionally, given that the transaction did not close on December 15, 2023 (the previously announced anticipated closing date), Prospector announced that the record date for the previously announced issuance of one additional Prospector Class A Share for each non-redeemed Prospector Class A Share to shareholders holding such non-redeemed Prospector Class A Shares did not occur, and instead will be on the date of the closing of the business combination.

Unicorn Group Partners with Incorporation Companies in Switzerland to Facilitate E-Commerce Growth

Retrieved on: 
Monday, December 18, 2023
Software, Internet, Payments, Finance, Professional Services, Technology, Electronic Commerce, Fintech, Tetra, Multimedia, Limited, Company formation, Sole proprietorship, NewCo, Unicorn, Partnership, Non-stock corporation, Private limited company, Online shopping

View the full release here: https://www.businesswire.com/news/home/20231218789775/en/

Key Points: 
  • View the full release here: https://www.businesswire.com/news/home/20231218789775/en/
    Unicorn Group, leading provider of online payment processing and multi-currency merchant services, is offering obligation-free partnership opportunities to incorporation companies in Switzerland and invites representatives of these companies to inquire today and begin creating new, profitable revenue streams.
  • Incorporation companies in Switzerland like NewCo, EuroCompanyFormations.com, ELI Swiss, Swiss Company Formation, and Tetra Consultants are helping their clients incorporate their Swiss Limited Liability Companies, Swiss Limited Companies, Sole Proprietorships, General Partnerships, Limited Partnerships, Private Limited Liability Companies, and Stock Corporations.
  • Unicorn Group is partnering with Swiss Incorporation Companies to add value to their services and offer their incorporation clients leading online payment solutions that are form-fit for their businesses.
  • “We’re offering monthly, percentage-based residuals to incorporation companies in Switzerland that refer clients to Unicorn Group for online payment processing,” a Unicorn Group representative said.

Prospector Capital Corp. Announces Record and Distribution Date for Issuance of Dividend Shares

Retrieved on: 
Thursday, December 7, 2023
Professional Services, Automotive, Technology, Autonomous Driving, Vehicles, Software, Finance, Artificial Intelligence, Extraordinary general meeting, Terrorism, Distribution, Business analyst, Annual report, White, Risk, White & Case, ANY, Nature, Registration statement, COVID-19, Person, Register, Business, Failure, AND, Superior court, TM Capital Corp., Risk management, NewCo, Prospector

Prospector today announced that its board of directors has set the record date for the issuance of the Dividend Shares for December 15, 2023, the currently anticipated Closing Date, immediately after giving effect to the redemption of any Prospector Class A Shares on the same date (the “Record and Distribution Date”).

Key Points: 
  • Prospector today announced that its board of directors has set the record date for the issuance of the Dividend Shares for December 15, 2023, the currently anticipated Closing Date, immediately after giving effect to the redemption of any Prospector Class A Shares on the same date (the “Record and Distribution Date”).
  • The issuance of the Dividend Shares is subject to the consummation of the Business Combination on the same date.
  • Prospector has mailed a definitive proxy statement/prospectus to its shareholders and will file other documents regarding the Business Combination with the SEC.
  • Neither Prospector nor LeddarTech can give any assurance that the conditions to the Business Combination will be satisfied.

Prospector Capital Corp. Announces Extraordinary General Meeting Date to Approve Proposed Business Combination With LeddarTech

Retrieved on: 
Friday, December 1, 2023
Banking, Professional Services, Finance, Transfer, Business analyst, Extraordinary general meeting, Registration statement, Mass meeting, Register, Accounting, Business, Form, Person, Failure, Superior court, YOU, White, Exercise, Risk, Stock transfer agent, Stock, Terrorism, Deposit, Annual report, White & Case, ANY, Tax, Nature, COVID-19, AND, TM Capital Corp., Security (finance), Bank, Risk management, NewCo, Prospector

Prospector Capital Corp. (“Prospector”) (Nasdaq: PRSRU, PRSR and PRSRW) announced that it will call an Extraordinary General Meeting of its shareholders on December 13, 2023 at 10:00 am ET to, among other things, approve the proposed business combination (the “Business Combination”) with LeddarTech Inc., a corporation existing under the laws of Canada (“LeddarTech”), and LeddarTech Holdings Inc., a company incorporated under the laws of Canada and a wholly owned subsidiary of LeddarTech (“Newco”).

Key Points: 
  • Prospector Capital Corp. (“Prospector”) (Nasdaq: PRSRU, PRSR and PRSRW) announced that it will call an Extraordinary General Meeting of its shareholders on December 13, 2023 at 10:00 am ET to, among other things, approve the proposed business combination (the “Business Combination”) with LeddarTech Inc., a corporation existing under the laws of Canada (“LeddarTech”), and LeddarTech Holdings Inc., a company incorporated under the laws of Canada and a wholly owned subsidiary of LeddarTech (“Newco”).
  • Such amount, less any owed but unpaid taxes on the funds in the Trust Account, will be paid promptly upon consummation of the Business Combination.
  • Any corrected or changed written demand of redemption rights must be received by the Transfer Agent prior to the vote taken on the proposal to approve the Business Combination at the Extraordinary General Meeting.
  • Neither Prospector nor LeddarTech can give any assurance that the conditions to the Business Combination will be satisfied.

PROSPECTOR CAPITAL CORP. PROVIDES UPDATE ON THE STATUS OF THE BUSINESS COMBINATION CLOSING

Retrieved on: 
Monday, December 18, 2023
TM Capital Corp., Business, Tax, Business analyst, Security (finance), NewCo, Prospector

LA JOLLA, Calif., Dec. 18, 2023 /PRNewswire/ - Prospector Capital Corp. ("Prospector") (Nasdaq: PRSRU) (Nasdaq: PRSR) (Nasdaq: PRSRW) announced that the conditions to closing the proposed business combination (the "Business Combination") with LeddarTech Inc., a corporation existing under the laws of Canada ("LeddarTech"), and LeddarTech Holdings Inc., a company incorporated under the laws of Canada and a wholly owned subsidiary of LeddarTech ("Newco"), have not yet been satisfied and the Business Combination has not closed.

Key Points: 
  • LA JOLLA, Calif., Dec. 18, 2023 /PRNewswire/ - Prospector Capital Corp. ("Prospector") (Nasdaq: PRSRU) (Nasdaq: PRSR) (Nasdaq: PRSRW) announced that the conditions to closing the proposed business combination (the "Business Combination") with LeddarTech Inc., a corporation existing under the laws of Canada ("LeddarTech"), and LeddarTech Holdings Inc., a company incorporated under the laws of Canada and a wholly owned subsidiary of LeddarTech ("Newco"), have not yet been satisfied and the Business Combination has not closed.
  • The parties are working together to expeditiously satisfy such closing conditions, including obtaining the approval of Nasdaq to list Newco's common shares and warrants following the closing of the Business Combination.
  • There can be no assurance that the Business Combination will be consummated within the time period required by Prospector's governing documents, which provides that Prospector must consummate its initial business combination by December 31, 2023.
  • If the Business Combination is not completed by December 31, 2023, Prospector will, among other things, cease all operations except for the purpose of winding up and, as promptly as reasonably possible but not more than 10 business days thereafter, redeem the Prospector Class A ordinary shares (the "Prospector Class A Shares"), at a per-share price, payable in cash, equal to the aggregate amount then on deposit in Prospector's trust account, including interest earned on the funds held in the trust account and not previously released to Prospector (less taxes payable and up to US$100,000 of interest to pay dissolution expenses), divided by the number of Prospector Class A Shares then in issue.

PROSPECTOR CAPITAL CORP. PROVIDES UPDATE ON THE STATUS OF THE BUSINESS COMBINATION CLOSING

Retrieved on: 
Monday, December 18, 2023
TM Capital Corp., Business, Tax, Business analyst, Security (finance), NewCo, Prospector

LA JOLLA, Calif., Dec. 18, 2023 /PRNewswire/ -- Prospector Capital Corp. ("Prospector") (Nasdaq: PRSRU) (Nasdaq: PRSR) (Nasdaq: PRSRW) announced that the conditions to closing the proposed business combination (the "Business Combination") with LeddarTech Inc., a corporation existing under the laws of Canada ("LeddarTech"), and LeddarTech Holdings Inc., a company incorporated under the laws of Canada and a wholly owned subsidiary of LeddarTech ("Newco"), have not yet been satisfied and the Business Combination has not closed.

Key Points: 
  • LA JOLLA, Calif., Dec. 18, 2023 /PRNewswire/ -- Prospector Capital Corp. ("Prospector") (Nasdaq: PRSRU) (Nasdaq: PRSR) (Nasdaq: PRSRW) announced that the conditions to closing the proposed business combination (the "Business Combination") with LeddarTech Inc., a corporation existing under the laws of Canada ("LeddarTech"), and LeddarTech Holdings Inc., a company incorporated under the laws of Canada and a wholly owned subsidiary of LeddarTech ("Newco"), have not yet been satisfied and the Business Combination has not closed.
  • The parties are working together to expeditiously satisfy such closing conditions, including obtaining the approval of Nasdaq to list Newco's common shares and warrants following the closing of the Business Combination.
  • There can be no assurance that the Business Combination will be consummated within the time period required by Prospector's governing documents, which provides that Prospector must consummate its initial business combination by December 31, 2023.
  • If the Business Combination is not completed by December 31, 2023, Prospector will, among other things, cease all operations except for the purpose of winding up and, as promptly as reasonably possible but not more than 10 business days thereafter, redeem the Prospector Class A ordinary shares (the "Prospector Class A Shares"), at a per-share price, payable in cash, equal to the aggregate amount then on deposit in Prospector's trust account, including interest earned on the funds held in the trust account and not previously released to Prospector (less taxes payable and up to US$100,000 of interest to pay dissolution expenses), divided by the number of Prospector Class A Shares then in issue.

Acrometa Group Signs MOU for Sand Concession, Opening New Business Opportunities in the Region

Retrieved on: 
Monday, November 6, 2023
Biotechnology, Electronics, MOU, LCD, Executive, PT, Gypsum, NewCo

Swadaya Buana Makmur for the supply of high-grade silica sand from West Kalimantan.

Key Points: 
  • Swadaya Buana Makmur for the supply of high-grade silica sand from West Kalimantan.
  • SINGAPORE, Nov 6, 2023 - (ACN Newswire) - ACROMETA Group Limited ("ACROMETA", or the "Company" and together with its subsidiaries, the "Group"), today announced that the Company has signed a Memorandum of Understanding ("MOU") to pursue new business opportunities in Indonesia.
  • A non-binding non-exclusive MOU was signed between ACROMETA and PT.
  • ACROMETA will continue to capture new business opportunities to grow and create shareholder value for its investors."

AYR Announces (1) Agreement with Senior Noteholders to Extend Maturity Date by Two Years, (2) Commitment for US$50 million of New Money Financing and (3) Amendment to LivFree Wellness, LLC Promissory Note

Retrieved on: 
Wednesday, November 1, 2023
Stikeman Elliott, Goodmans, CBCA, Majority, Backstop, OTCQX, EDGAR, AYR, SEDAR, Warrant, Acquisition, Note, Exercise, CSE, Senior, Support, New Money, LLP, PIK, Plan, Canada Business Corporations Act, Debt-to-GDP ratio, Security (finance), NewCo, Transaction

The New Money Notes will be issued with a 20% original issue discount (resulting in US$40 million of net proceeds to AYR at closing).

Key Points: 
  • The New Money Notes will be issued with a 20% original issue discount (resulting in US$40 million of net proceeds to AYR at closing).
  • Proceeds of the New Money Notes will be used to restructure or repay senior notes and for working capital purposes.
  • Stikeman Elliott LLP and Weil Gotshal & Manges LLP are acting as the Company’s Canadian and U.S. legal counsel, respectively.
  • Goodmans LLP and Paul Hastings LLP are acting as the Majority Noteholders’ Canadian and U.S. legal counsel, respectively.