Apolo V Acquisition Corp. Enters into Definitive Agreement with Telyrx, Inc.

Executive Summary

• Apolo V Acquisition Corp. entered into a definitive Business Combination Agreement with TelyRx, Inc., to complete a go‑public transaction that will become Apolo V’s Qualifying Transaction under TSXV Policy 2.4.
• The transaction includes a share‑capital reorganization (creation of SVS and PVS shares), a 45:1 consolidation of existing Apolo shares, and a name change to “TelyRx Holdings Inc.” after completion.
• A concurrent brokered private placement (“Private Placement”) is being arranged by Finco for gross proceeds of approximately US $40 million, with an agents’ option for up‑to an additional US $6 million (15% of gross proceeds).

Key Details

• Share‑Capital Reorganization
• Existing Apolo common shares become subordinate voting shares (SVS).
• New proportionate voting shares (PVS) created; each PVS convertible into 100 SVS.
• Consolidation
• Expected on a 45:1 basis (range 45‑60 : 1).
• Post‑consolidation, each Apolo share deemed value C$0.15 (pre‑consolidation).
• Issuance to TelyRx Shareholders
• Approx. 37 million SVS (as‑converted) to former TelyRx shareholders.
• Additional 3 million SVS to a TelyRx warrant holder for cashless exercise of warrants.
• Name Change & Merger
• Apolo V will rename to “TelyRx Holdings Inc.” (or other approved name).
• A wholly‑owned subsidiary of Apolo V will merge into TelyRx; TelyRx shareholders receive SVS and PVS per jurisdictional allocation.
• Finco Private Placement
• Subscription Receipts to be sold for ≈ US $40 million gross proceeds.
• Each receipt converts to one Finco common share, then exchanged for one SVS in the Proposed Transaction.
• Lead Agent (Canaccord Genuity) and syndicate may purchase up‑to an additional US $6 million of receipts at the same issue price (agents’ option).
• Agents receive a cash commission of 6% of gross proceeds (reduced to 3% for “President’s List” subscriptions) plus compensation warrants equal to 3% of securities issued under the Private Placement.
• Control Post‑Transaction
• Jordan Atkins, Fred Frank and Benjamin Atkins will each hold >10 % voting control of the Resulting Issuer after completion (assuming Private Placement closes).
• Regulatory & Closing Conditions
• Subject to TSXV approval of Qualifying Transaction, shareholder approvals (including “majority of minority” for share‑capital reorganization), merger approvals, and no material adverse change.
• Waiver request filed for TSXV sponsorship requirement; not guaranteed.
• Special Meeting
• Apolo V called a special shareholders’ meeting for 2026‑02‑19 to approve name change, consolidation, share‑capital reorganization, new equity plan, director elections, and auditor appointment.

Notable Quotes

(No direct quotes were provided in the release.)