Meraki arranges RTO with Torque Strategy as QT

Executive Summary

• Meraki Acquisition One Inc. (a Capital Pool Company) has entered into a binding agreement to effect a reverse takeover of Torque Strategy Inc., a British Columbia-based company developing a "Treasury as a Strategy" (TaaS) platform for corporate treasury management via decentralized finance (DeFi).
• The transaction involves a share exchange where Torque shareholders receive one Meraki common share for each Torque share held, with all convertible securities exchanged on substantially similar terms.
• The deal is conditional upon a financing of at least $3 million and exchange approval; trading in Meraki shares has been halted pending the transaction's completion.

Key Details

• Transaction Structure: A reverse takeover of Meraki by Torque, likely effected via a three-cornered amalgamation, share exchange, merger, or arrangement.
• Exchange Ratio: Holders of Torque common shares will receive one common share of Meraki for each Torque share held. Existing convertible securities will be exchanged for similar securities to purchase Meraki shares.
• Financing Condition: The transaction is conditional upon the completion of a financing of at least $3 million.
• Meraki Capital Structure (Pre-Transaction):
  • 4.4 million common shares issued and outstanding.
  • 200,000 stock options exercisable at $0.10 per share.
  • 240,000 stock options exercisable at $0.05 per share.
• Post-Transaction Governance:
  • Meraki will change its name to a name determined by Torque.
  • The board will be reconstituted to five directors: Aditya Kashyap (CEO, Chair), Sokhie Puar, Terry MacDonald, and two independent directors/CFO/Corporate Secretary to be appointed by mutual agreement.
  • Ben McMillan is expected to serve as Chief Investment Officer.
  • All existing officers of Meraki will resign.
• Key Appointees:
  • Aditya Kashyap (CEO/Chair): Former VP of Product at Tinder; experience at Flickr, Facebook, Zynga; co-founder of Redux.
  • Sokhie Puar (Director): CIO/Director at Scanbo; lead director at Else Nutrition; principal owner of SNJ Capital Ltd. and SANJ Capital Corp.
  • Terry MacDonald (Director): CEO of Copper Lake Resources Ltd.; former senior roles at RSM Canada, DynaCERT, Smythe LLP, and Ernst & Young UK.
  • Ben McMillan (CIO): 24 years in finance, former CIO at VanEck, bitcoin investor since 2012.
• Torque Business Model: Provides software connectivity for corporations to engage with DeFi protocols without internal blockchain expertise; earns fees based on asset volume routed. Also deploys its own capital into a bitcoin-focused, risk-managed treasury strategy.
• Timeline: The letter agreement obligations terminate if the transaction is not completed by December 31, 2025.
• Trading Status: Trading in Meraki shares is halted and expected to remain halted until exchange approval and filing of required materials.

Notable Quotes

• No direct quotes from the CEO or President were included in the provided text.