Spetz closes $40M (U.S.) Sonic token investment

Executive Summary

• Spetz Inc. (doing business as SonicStrategy Inc.) has formally closed a $40 million USD ($55 million CAD) investment in Sonic (S) tokens from Sonic Labs, structured as a convertible debenture.
• The company received 126,622,348.845 Sonic tokens, valued at $40 million USD based on the CoinMarketCap price on August 30, 2025. No cash proceeds were raised in this transaction.
• The debenture matures on March 10, 2026, and is convertible into common shares at $4.50 USD per share, contingent upon the company listing on the Nasdaq Capital Market and achieving specific debt or equity capital raise milestones.

Key Details

• Transaction Structure: Arm's-length investment structured as a convertible debenture.
• Investor: Sonic Labs (foundation overseeing the Sonic blockchain ecosystem).
• Asset Acquired: 126,622,348.845 Sonic tokens.
• Valuation: $40 million USD ($55 million CAD), based on the prevailing price of Sonic tokens on CoinMarketCap on August 30, 2025.
• Cash Proceeds: $0 (The company did not raise any cash proceeds as part of the transaction).
• Token Deployment: Tokens placed in a multisignature wallet and deployed on the company's validator to generate yield by validating transactions and securing the Sonic blockchain network.
• Debenture Terms:
  • Unsecured and non-interest-bearing.
  • Maturity Date: March 10, 2026 (unless extended).
  • Conversion Price: $4.50 USD ($6.22 CAD) per common share.
  • Conversion Option: At the option of the company, subject to milestones.
  • Lock-up: Any common shares issued upon conversion are subject to a three-year lock-up.
• Conversion Milestones (Capital Raise Targets):
  • 100% Conversion: If gross proceeds from debt/equity raise are $\ge$ $120 million USD.
  • 75% Conversion: If gross proceeds are $\ge$ $80 million USD but < $120 million USD.
  • 50% Conversion: If gross proceeds are $\ge$ $50 million USD but < $80 million USD.
  • 25% Conversion: If gross proceeds are $\ge$ $40 million USD but < $50 million USD.
• Settlement on Maturity: If conversion conditions are not met by maturity, the company must settle the principal by returning a proportionate number of the contributed Sonic tokens to Sonic Labs.
• Strategic Goal: The closing sets the stage for SonicStrategy's intended application to list its common shares on the Nasdaq Capital Market.
• Regulatory Status: The debenture is subject to a statutory hold period of four months and one day under Canadian securities laws.
• Future Financing: The company has not arranged additional financing; any future financing requires prior public announcement and compliance with Canadian Securities Exchange policies.

Notable Quotes

• Mitchell Demeter, CEO of SonicStrategy: "The participation of Sonic Labs underscores our joint strategy to bridge the Sonic ecosystem with global capital markets... This investment strengthens our treasury, scales our validator operations and enables us to support early-stage Sonic-based projects."
• Michael Kong, CEO of Sonic Labs: "We view SonicStrategy as the natural bridge between the Sonic network and traditional finance... This investment reflects our confidence in their execution and their ability to provide institutional-grade infrastructure for the Sonic ecosystem."