Pond signs LOI to acquire Find Familiar Spirits

Executive Summary

• Pond Technologies Holdings Inc. has entered into a non-binding Letter of Intent (LOI) to acquire Find Familiar Spirits LLC (FFS) in a proposed reverse takeover transaction, which will result in FFS becoming a public company traded on the TSX Venture Exchange, OTC markets, and the Frankfurt Stock Exchange.
• The transaction involves Pond spinning out its existing microalgae business into a private entity, while FFS assumes management and control of the public shell. The resulting entity will be renamed "Find Familiar Spirits" and is expected to be classified as a Tier 2 industrial issuer.
• A concurrent financing of $2 million to $4 million is planned to advance FFS's business and working capital, alongside a one-for-30 share consolidation of Pond’s common shares and the settlement of $1.5 million in Pond debt for shares.

Key Details

• Transaction Structure: Non-binding LOI dated Oct. 27, 2025, for a reverse takeover where Pond acquires all issued and outstanding securities of FFS in exchange for common shares of Pond.
• Exchange Ratio: Expected to be 1:1, though final determination is pending financial advice and capital structure review.
• Post-Transaction Ownership: FFS shareholders are expected to own approximately 88.3% of the pro forma resulting issuer, while existing Pond shareholders will own approximately 11.7%.
• Trading Listings: The resulting entity will trade on the TSX Venture Exchange (TSX-V), over-the-counter (OTC) markets in the US, and the Frankfurt Stock Exchange. Trading in Pond shares is currently halted.
• Concurrent Financing: An offering of common shares, subscription receipts, or other securities for gross proceeds of a minimum of $2 million and a maximum of $4 million. Proceeds will be used for FFS business advancement and general corporate/working capital purposes.
• Share Consolidation: A one-for-30 share consolidation of Pond’s common shares is required prior to closing.
• Debt Settlement: $1.5 million of debt owing by Pond will be assigned and settled for shares in Pond prior to closing or spun out.
• Spinout: Pond’s existing business (microalgae/photobioreactors) and assets will be spun out into a newly formed privately held entity via plan of arrangement or asset transfer.
• Board and Management: The board of directors of the resulting issuer will be nominated by FFS. The company name will change to "Find Familiar Spirits."
• Conditions Precedent:
  • Execution of a definitive agreement by Feb. 24, 2026 (or mutually agreed later date).
  • Regulatory approvals, including TSX-V approval.
  • Shareholder and director approvals for both entities.
  • Completion of due diligence.
  • Preparation of IFRS-compliant financial statements by FFS.
  • No material adverse change in FFS’s business.
• Target Company (FFS) Profile:
  • Founded by Matthew Lillard, Justin Ware, and Tim Sparapani.
  • Creates spirits brands for fandoms (e.g., fantasy, gaming, horror).
  • First brand, Quest's End Whiskey, sold over 57,000 bottles in two years.
  • Second brand, Macabre Spirits, launched Sept. 2024.
  • Collaborations include Critical Role and Ice Nine Kills.
  • Owns 50% of Expansion Pack, a co-packer in Jacksonville, Fla.
• Pond Company Profile:
  • Technology leader in photobioreactors for microalgae cultivation.
  • Proprietary IP in AI, LED lights, and CO2 management.
  • Sells microalgae, organic spirulina, and astaxanthin under the Regenurex brand.
• Sponsorship: TSX-V sponsorship is required unless a waiver is obtained.

Notable Quotes

• Justin Ware, Co-CEO of FFS: "We've built our company around the concept of community and helping people celebrate what we love. We think being publicly traded in Canada is the perfect next step for expanding that community and growing as a company."
• Grant Smith, CEO of Pond: "We are incredibly excited to bring Find Familiar Spirits, a fast-growing and innovative spirits company, to the Canadian public markets through this transformative reverse takeover. After a full review of strategic alternatives, the board and management firmly believe this transaction will maximize shareholder value."