In the news release, LITTE FISH ANNOUNCES PROPOSED QUALIFYING TRANSACTION, issued 19-Dec-2024 by Little Fish Acquisition I Corp. over PR Newswire, we are advised by the company that the first paragraph under the “Financing” section has been added, and that in the second paragraph under the same section, “$0.30 per share” should read “$0.20 per share” instead. The complete, corrected release follows:
LITTE FISH ANNOUNCES PROPOSED QUALIFYING TRANSACTION
VANCOUVER, BC, Dec. 19, 2024 /CNW/ – Little Fish Acquisition I Corp. (the “Company” or “LILL”) (TSXV: LILL.P) is pleased to announce that it has entered into a binding letter of intent (the “LOI“) on December 18, 2024, with Sequoia Digital Corp. (“Sequoia“), an arm’s length party, pursuant to which the Company intends to acquire (the “Acquisition“) all of the issued and outstanding securities of Sequoia by way of share exchange or other acceptable means, subject to regulatory approval including that of the TSX Venture Exchange (the “Exchange“). The Acquisition is expected to constitute the Company’s qualifying transaction under the policies of the Exchange. Upon completion of the Acquisition, subject to all requisite approvals, it is anticipated that the Resulting Issuer (as defined herein) will be a Tier 2 – Technology issuer.
About Sequoia
Founded in April 2022, Sequoia is a widely-held bitcoin mining company based in British Columbia and operates a bitcoin mining data center in Sherbrooke, Quebec (the “Data Center“). The Data Center is owned and managed by a third-party hosting company pursuant to a hosting facility agreement. At the Data Center, Sequoia mines bitcoin and generates revenue by earning Bitcoin through a combination of block rewards and transaction fees from the operations of it’s Application-Specific Integrated Circuit Units. Sequoia also generates revenue through the exchange of Bitcoin for fiat currency. Sequoia is committed to creating continued sustained Bitcoin mining operations and expanding its Bitcoin mining capacity in 2025. Further, in 2025, Sequoia intends to diversify its mining operations into additional cryptocurrencies in the crypto and blockchain ecosystem that Sequoia deems accretive to its business plan and road map.
Sequoia has been mining Bitcoin since July 2022. Audited financial statements for the year ended April 30, 2024 show revenue of CAD$413,318 with a net loss of $234,179. As at April 30, 2024, Sequioa had total assets of $326,409, and total liabilities of $19,714. Primary operation costs are electricity, sustaining fees and general operational expenses. Sequoia’s primary assets are cash and crypto-currency related holdings.
The Acquisition
It is anticipated that the parties will complete the Acquisition by way of a share exchange agreement, pursuant to which the Company will acquire all of the issued and outstanding securities in the capital of Sequoia resulting in Sequoia becoming a wholly-owned subsidiary of the Company (the “Resulting Issuer“) on closing (the “Closing“). The final structure and form of the Acquisition remains subject to satisfactory tax, corporate and securities law advice for both Sequoia and the Company and will be set forth in a definitive agreement (the “Definitive Agreement“) to be entered into among the parties, which will replace the LOI. Upon completion of the Acquisition, the Resulting Issuer will continue to carry on the business of Sequoia as currently constituted.
Pursuant to the terms of the LOI, the Company intends to acquire all of the issued and outstanding shares of Sequoia for an aggregate purchase price of approximately $7.4 million (the “Purchase Price“). The Purchase Price will be satisfied through the issuance of an aggregate of 37,157,000 common shares (the “Consideration Shares“) in the capital of the Company at a price of $0.20 per Consideration Share. It is anticipated that any existing convertible securities of Sequoia will be converted for equivalent securities of LILL or exercised prior to the closing of the Acquisition.
The Acquisition will constitute a qualifying transaction for the Company under the policies of the Exchange. Closing of the Acquisition is subject to a number of conditions including but not limited to satisfactory due diligence investigations, the negotiation and execution of the Definitive Agreement, receipt of all required shareholder, regulatory and third-party approvals and consents, including that of the Exchange and satisfaction of other customary closing conditions and completion of the Financing. The Acquisition cannot close until these conditions are satisfied. There can be no assurance that the Acquisition will be completed as proposed or at all. No finders’ fees are payable by the Company in connection with completion of the Acquisition, nor does the Company anticipate advancing any funds to Seqouia in advance of completion of the Acquisition.
Resulting Issuer
In connection with the Acquisition, it is anticipated that the Company will, among other things: (i) change its name to “Sequoia” or any other such name that is acceptable to Sequoia; (ii) reconstitute the existing directors and officers of the Company with nominees of Sequoia; (iii) enter into employment, consulting or other agreements with key members of the Sequoia team and management; and (iv) enter into such escrow or pooling agreements as required by the Exchange or as agreed by the parties.
Upon completion of the Acquisition, it is anticipated that the board of directors of the Resulting Issuer shall consist of up to approximately 5 directors. The nominees will be determined and announced in connection with the execution of the Definitive Agreement.
Financing
Sequoia will use its best efforts to complete two financings of securities of Sequoia prior to closing of the Transaction. The initial financing will be for aggregate gross proceeds of $750,000 and will consist of Sequoia Shares (the “Initial Financing“) at a price of 0.10 per share.
In connection with the Acquisition, the parties intend to complete a financing (the “Financing“) of securities of Sequoia for gross proceeds of a minimum of $1 million and a maximum of $2 million, at a price of $0.20 per share and to be completed by Sequoia on a “best efforts” basis. The Financing shall be structured as either a common share offering, a subscription receipt offering, or such other security offering as determined by Sequoia and the Company based on discussions with investors. Other than in connection with the Financing, neither party will issue any shares or rights exchangeable or exercisable into shares of such party prior to closing of the Acquisition. The proceeds of the Financing will be used for the working capital requirements of the Resulting Issuer.
Further particulars regarding the Financing will be disclosed in subsequent news releases relating to the Acquisition. The parties acknowledge that an agent may be engaged to act as agent for the Financing and in connection therewith may be paid a commission in an amount to be determined.
Trading Halt
Trading of the Company’s shares has been halted and will remain halted pending the Exchange’s receipt of satisfactory documentation and completion of the Acquisition.
Filing Statement
In connection with the Acquisition and pursuant to the requirements of the Exchange, the Company will file a filing statement or a management information circular on its issuer profile on SEDAR+ (www.sedarplus.ca), which will contain details regarding the Acquisition, Sequoia, the Financing, and the Resulting Issuer.
Sponsorship of the Acquisition
Sponsorship of a “Qualifying Transaction” of a capital pool company is required by the Exchange unless exempt in accordance with Exchange policies. The Company anticipates requesting a waiver from Sponsorship requirements. However, there is no assurance that a waiver from this requirement can or will be obtained.
Cautionary Statements
Neither the Exchange nor its Regulation Services Provider (as that term is defined in the policies of the Exchange) accepts responsibility for the adequacy or accuracy of this release.
Completion of the Acquisition is subject to a number of conditions including as disclosed herein, but not limited to, Exchange acceptance and if applicable, disinterested shareholder approval. Where applicable, the Acquisition cannot close until the required shareholder and Exchange approval is obtained. There can be no assurance that the Acquisition will be completed as proposed or at all.
Investors are cautioned that, except as disclosed in the management information circular or filing statement to be prepared in connection with the Acquisition, any information released or received with respect to the Acquisition may not be accurate or complete and should not be relied upon. Trading in the securities of the Company should be considered highly speculative.
The TSX Venture Exchange has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved the contents of this press release.
All information contained in this press release with respect to the Company and Sequoia was supplied by the parties respectively, for inclusion herein, without independent review by the other party, and each party and its directors and officers have relied on the other party for any information concerning the other party.
This press release does not constitute an offer to sell or a solicitation of an offer to buy nor shall there be any sale of any of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful, including any of the securities in the United States of America. The securities have not been and will not be registered under the United States Securities Act of 1933 (the “1933 Act“) or any state securities laws and may not be offered or sold within the United States or to, or for account or benefit of, U.S. persons (as defined in Regulation S under the 1933 Act) unless registered under the 1933 Act and applicable state securities laws, or an exemption from such registration requirements is available.
Forward-Looking Information
This press release includes “forward-looking information” that is subject to assumptions, risks and uncertainties, many of which are beyond the control of the Company. Statements in this news release which are not purely historical are forward looking, including without limitation any statements concerning the expected results of the Acquisition, the completion of the transactions contemplated by the LOI, the anticipated timing thereof, completion of the Financing and the expected use of proceeds therefrom. Although the Company believes that any forward-looking statements in this news release are reasonable, there can be no assurance that any such forward-looking statements will prove to be accurate. The Company cautions readers that all forward-looking statements, are based on assumptions none of which can be assured and are subject to certain risks and uncertainties that could cause actual events or results to differ materially from those indicated in the forward-looking statements. Such forward-looking statements represent management’s best judgment based on information currently available. Readers are advised to rely on their own evaluation of such risks and uncertainties and should not place undue reliance on forward-looking statements.
The forward‐looking statements and information contained in this news release are made as of the date hereof and no undertaking is given to update publicly or revise any forward‐looking statements or information, whether as a result of new information, future events or otherwise, unless so required by applicable securities laws or the Exchange. The forward-looking statements or information contained in this news release are expressly qualified by this cautionary statement.
SOURCE Little Fish Acquisition I Corp.
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