Meraki arranges RTO with Torque Strategy as QT

Mr. Joel Arberman reports MERAKI ANNOUNCES PROPOSED QUALIFYING TRANSACTION WITH TORQUE STRATEGY, INC. Meraki Acquisition One Inc. has entered into a binding agreement dated July 31, 2025, with Torque Strategy Inc., an arm's-length, British Columbia company developing treasury as a strategy (TaaS), a platform that helps businesses unlock greater value from their corporate treasury through decentralized finance (defi), to effect a business combination of the two companies. The proposed transaction will be a reverse takeover of Meraki by Torque and its shareholders. Meraki is a capital pool company (CPC) and intends the proposed transaction to constitute its qualifying transaction under the policies of the TSX Venture Exchange. Torque Torque's mission is to enable companies to allocate a portion of their treasury into yield-focused defi opportunities as a complement to traditional banking products. Torque provides the connectivity that allows corporations to engage directly with defi protocol without needing internal blockchain expertise. Torque does not act as a financial adviser, exchange or custodian. Instead, it serves as a software conduit between corporate treasuries and defi platforms, earning a fee based on the volume of assets routed through its system. Torque also deploys its own capital through a bitcoin-focused, risk-managed treasury strategy. This includes long-term bitcoin accumulation, strategic investments in bitcoin-aligned companies and projects, and selective hedging to seek downside protection as well as generate income while preserving core exposure. With a dual focus on defi integration and strategic treasury deployment, Torque operates at the intersection of financial innovation and disciplined capital management. The transaction It is currently anticipated that the proposed transaction will be effected by way of a three-cornered amalgamation, share exchange, merger, amalgamation, arrangement or other similar form of transaction as is acceptable to the parties. On or immediately prior to the completion of the proposed transaction, it is anticipated that: (i) Meraki will effect a name change to such name as may be determined by Torque. Pursuant to the proposed transaction, holders of the issued and outstanding common shares of Torque will receive one common share of Meraki for each Torque share held. Pursuant to the proposed transaction, all existing securities convertible into Torque shares shall be exchanged, based on the exchange ratio, for similar securities to purchase Meraki shares on substantially similar terms and conditions. There are currently an aggregate of 4.4 million Meraki shares issued and outstanding as well as 240,000 stock options, each exercisable to acquire one Meraki share at an exercise price of five cents, and 200,000 stock options, each exercisable to acquire one Meraki share at an exercise price of 10 cents. If the proposed transaction is completed, it is anticipated that the board of directors of Meraki shall be reconstituted to consist of such directors as Torque shall determine and all existing officers of Meraki shall resign and be replaced with officers appointed by the new slate of directors, all as further described below. The proposed transaction is conditional upon the completion of a financing of at least $3-million. A comprehensive news release regarding the proposed transaction will be issued when additional details are settled in accordance with the policies of the exchange. Arm's-length transaction The proposed transaction is an arm's-length transaction in accordance with the policies of the exchange and is not subject to the approval of the shareholders of Meraki, except as required by applicable corporate law. Principals and insiders of the resulting issuer It is expected that, on completion of the transaction, the board of directors of the resulting issuer will be reconstituted to comprise five directors, including Aditya Kashyap, who will also serve as the chief executive officer and chair, Sokhie Puar and Terry MacDonald, all of whom, other than Mr. Kashyap, are expected to be independent directors. Ben McMillan is expected to serve as chief investment officer of the resulting issuer. Two independent directors, a chief financial officer and corporate secretary will be proposed by mutual agreement between Meraki and Torque prior to the completion of the proposed transaction. The proposed board will have a strong mix of industry expertise and public company experience, as further detailed below. Mr. Kashyap Mr. Kashyap is a serial entrepreneur with nine years in the blockchain sector, where he has built artificial-intelligence-powered solutions for enterprise clients. Previously the vice-president of product at Tinder, Mr. Kashyap also held senior product leadership roles at Flickr, Facebook and Zynga, spearheading innovation and user growth across global consumer platforms. Mr. Kashyap co-founded Redux, a personalized-video start-up acquired by Crunchyroll, and brings deep expertise in product strategy, monetization and emerging technologies. Mr. Puar Mr. Puar is an experienced executive and investor with over two decades of leadership across the health tech, wellness and capital markets sectors. He is currently chief investment officer and director at Scanbo, a company developing AI-driven diagnostic devices for point-of-care testing, and serves as lead director at Else Nutrition, a TSX-V-listed plant-based food company. Mr. Puar also holds board positions at Adcore and Move Investment Holdings and is the principal owner of SNJ Capital Ltd. and SANJ Capital Corp. Mr. MacDonald Mr. MacDonald is the chief executive officer and a board member of Copper Lake Resources Ltd., where he has led restructuring and growth efforts since 2015. A seasoned CPA with deep experience in public company auditing, standards and governance, he previously held senior roles at RSM Canada, DynaCERT, Smythe LLP and the Canadian Public Accountability Board. Earlier in his career, he spent over 15 years at Ernst & Young United Kingdom, including as executive director and chief operating officer of its financial services international group, and began his professional journey as a chartered accountant at KPMG Canada. Mr. McMillan Mr. McMillan has been an investor in bitcoin since 2012 and brings over a decade of experience in the crypto industry. With 24 years in finance and seven years serving as chief investment officer, Mr. McMillan blends deep institutional investment expertise with forward-thinking digital asset strategy. Before entering crypto, Mr. McMillan held roles at prominent traditional finance institutions, including VanEck, where he managed quantitative investment strategies. His work bridges the gap between traditional asset management and emerging digital markets. A recognized voice in financial media, Mr. McMillan is regularly featured on CNBC, Fox Business, Reuters, Yahoo Finance and other major outlets for his market insights and macro commentary. Sponsorship Sponsorship of a qualifying transaction of a CPC is required by the exchange, unless exempt in accordance with exchange policies or waived by the exchange. The proposed transaction may require sponsorship and Meraki plans to provide a news release update should a sponsor be retained. Trading in the Meraki shares has been halted as a result of the announcement of the proposed transaction. Meraki expects that trading in the Meraki shares will remain halted pending closing of the proposed transaction, subject to the earlier recommencement of trading only upon exchange approval and the filing of required materials with the exchange as contemplated by exchange policies. Filing statement In connection with the proposed transaction and pursuant to the requirements of the exchange, Meraki will file a filing statement on its issuer profile on SEDAR+, which will contain details regarding the proposed transaction, any financing completed prior to closing of the proposed transaction, Torque, Meraki and the resulting issuer following completion of the proposed transaction. The obligations of Torque and Meraki pursuant to the letter agreement shall terminate in certain specified circumstances, including in the event that the proposed transaction is not completed by Dec. 31, 2025. About Meraki Acquisition One Inc. Meraki is a CPC within the meaning of the policies of the exchange that has not commenced commercial operations and has no assets other than cash. Except as specifically contemplated in the CPC policies of the exchange, until the completion of its qualifying transaction, Meraki will not carry on business, other than the identification and evaluation of companies, business or assets with a view to completing a proposed qualifying transaction. Completion of the transaction is subject to a number of conditions, including, but not limited to, exchange acceptance and, if applicable pursuant to the requirements of the exchange, majority of the minority shareholder approval. Where applicable, the transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the transaction 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 transaction, any information released or received with respect to the transaction may not be accurate or complete and should not be relied upon. Trading in the securities of a capital pool company should be considered highly speculative. We seek Safe Harbor.