Railtown AI Technologies Announces Closing of the Amalgamation with AI Partnerships Corp.

Executive Summary

• Railtown AI Technologies Inc. completed its proposed amalgamation with AI Partnerships Corp. on November 26, 2025.
• The transaction was executed via an exchange of 49,476,251 Railtown common shares (≈2.348 Railtown shares per AIP share) issued to former AIP shareholders.
• Approximately 10 million of the issued consideration shares are placed in escrow with detailed release and cancellation conditions tied to future revenue milestones and time‑based schedules.

Key Details

• Transaction Structure: Amalgamation agreement (as amended) between Railtown, its wholly‑owned subsidiary SubCo, and AI Partnerships Corp. (AIP).
• Consideration: 49,476,251 Railtown common shares issued to AIP shareholders (exchange ratio ≈ 2.348:1).
• Escrow Shares: ~10 million shares placed in escrow at closing; subject to:
• Indemnity Shares: ~1 million may be cancelled if Railtown makes an indemnification claim within 12 months (cancellation rate of one share per $0.50 claim).
• Revenue Milestones:
  • First Milestone – release of 50% of escrow shares upon achieving ≥ $1 M annual recurring revenue from AIP affiliates within 36 months (release no earlier than 18 months).
  • Second Milestone – release of remaining 50% upon achieving ≥ $2 M annual recurring revenue under the same timeframe. Failure to meet milestones results in cancellation of the respective shares.
• Key Shareholder Shares: Specific shares held by key AIP shareholders are released from escrow at 36 months or in equal quarterly instalments over the 36‑month period, with an initial 10% release on the effective date.
• General Transfer Restrictions: All other consideration shares have a 10% immediate release from transfer restrictions; the balance is released in six equal quarterly instalments (15% each) ending at 18 months post‑effective date.
• Shareholder Support: Holders of ~51.24% of AIP’s outstanding shares entered voting support agreements with Railtown and AIP to approve the transaction.
• Closing Date: November 26, 2025 (Effective Date).

Notable Quotes

• “The amalgamation positions Railtown to accelerate growth across our AI‑as‑a‑Service platform and unlock significant revenue synergies with AIP’s extensive affiliate network,” – Cory Brandolini, Chief Executive Officer.