Mercer Park to acquire Cube Group for $300M (U.S.)

Mr. Jonathan Sandelman reports MERCER PARK OPPORTUNITIES CORP. ANNOUNCES ACQUISITION OF CUBE GROUP, INC. Mercer Park Opportunities Corp. has entered into a definitive business combination agreement with Cube Group Inc., a leading innovator in hybrid digital asset exchanges. The transaction values Cube at $300-million (U.S.) and, subject to regulatory approval, is expected to create a publicly listed entity poised to play a key role in transforming global capital markets by bridging traditional finance (TradFi) and decentralized finance (DeFi), bolstered by a planned preclosing $500-million (U.S.) acquisition of solana tokens (SOL) treasury to seek to enhance liquidity, yield generation and long-term value creation. Upon completion, the combined company will operate as Cube Exchange Inc. The transaction is subject to the approval of the Toronto Stock Exchange. Mercer Park has also agreed to use reasonable efforts to expeditiously seek a dual listing on the Nasdaq postclosing. Transaction details Under the terms of the agreement, Mercer Park will acquire Cube through a business combination, resulting in Cube becoming a wholly owned subsidiary of the posttransaction company. The deal is structured as a qualifying transaction under Toronto Stock Exchange rules, with Mercer Park issuing shares to Cube's equity holders at an implied valuation of $300-million (U.S.). It is a condition of closing that the resulting company acquire $500-million (U.S.) in solana (SOL) tokens using stock as consideration. This treasury purchase is designed to optimize treasury management through staking revenues (currently estimated at 7 to 9 per cent plus annually), which is anticipated to drive enhanced liquidity and volume, and lead to sustainable revenues. The transaction is subject to customary closing conditions, including completion of Cube's audit, regulatory approvals from the TSX, clearance of a prospectus with applicable Canadian securities regulators and other regulatory approvals. Mercer Park anticipates closing in the first quarter of 2026. Holders of Class A restricted voting shares of Mercer Park will be provided with the opportunity to redeem their shares at closing in a per-share amount to be determined based on the amount in the escrow account should they wish to do so. This strategic combination aligns with Mercer Park's mandate to identify and merge with high-potential businesses in innovative sectors, providing Cube with the opportunity to accelerate its mission. Vision for the future of finance Cube intends to be a leader in modern digital finance, delivering a hybrid exchange platform that is designed to combine the speed and efficiency of DeFi with the security, compliance and institutional-grade infrastructure of TradFi. The platform features an ultrafast matching engine capable of processing trades up to 40 times faster than some of its major competitors, non-custodial multiparty computation (MPC) wallets for enhanced asset protection, and seamless integration for institutional and retail investors, setting the stage for unprecedented scalability and market leadership. Cube currently provides services internationally, including to users in certain U.S. states, holds licences and registrations in key jurisdictions including Europe and Australia, and is actively seeking to expand its licensing footprint. Founded by solana core developer and ex-head of equity applications engineering at Citadel Bartosz Lipinski, chief executive officer, and Larry Wu, chief technology officer, Cube's long-term vision is to achieve an "indifference point" where traditional and digital assets are indistinguishable in terms of security, legal clarity and usability. By addressing key barriers to adoption -- such as custodial risk, opacity and high costs -- Cube aims to professionalize the digital asset space, fostering broad access to a financial system where users can invest, trade and transact effortlessly. The company intends to expand its offerings, including spot trading, custody solutions, perpetuals, derivatives, hybrid banking and loan products, asset management, corporate treasury solutions, and wealth management tools, to capture a growing share of the estimated $3.4-trillion (U.S.) digital assets market and unlock growth opportunities in this transformative era. This merger positions the new entity to capitalize on accelerating institutional adoption, driven by increasing regulatory clarity and technological advancements. Executive quotes "We are excited to partner with Cube to bring this groundbreaking hybrid exchange to the public markets," said Jonathan Sandelman, chief executive officer of Mercer Park Opportunities Corp. "This transaction not only fulfills our SPAC mandate but is also poised to unlock tremendous value for shareholders by aligning with a company that is solving real pain points in finance. We believe Cube's innovative platform will drive the convergence of TradFi and DeFi, creating lasting opportunities in a rapidly evolving landscape with significant upside potential." "Cube is building the infrastructure for modern digital finance and this business combination with Mercer Park accelerates our vision," said Bartosz Lipinski, co-founder and chief executive officer of Cube Group. "By going public, we gain the resources to scale our ultrasecure, high-speed exchange. Together, we're not just participating in the future of finance -- we're helping to define it, with a focus on trust, efficiency and accessibility for all investors, poised to lead one of the most compelling growth stories in the sector." About Mercer Park Opportunities Corp. Mercer Park Opportunities is a Cayman Islands-based special purpose acquisition company listed on the TSX, formed to effect a qualifying transaction with a high-growth business. About Cube Group Inc. Cube Group is a leading innovator in hybrid digital asset platforms, seamlessly blending the speed and liquidity of centralized exchanges with the transparency, self-custody and permissionless access of decentralized finance (DeFi). Powered by proprietary infrastructure, Cube Exchange processes trades up to 40 times faster than industry benchmarks, while its advanced MPC wallet system ensures users maintain full control over their assets, safeguarded against custodial risks. Available across desktop, mobile and Telegram, Cube empowers retail and institutional investors to trade securely and efficiently on their terms. Cube's institutional business offers tailored solutions, including advisory services designed to navigate the complexities of digital assets. These services cater to institutional clients seeking to execute corporate crypto treasury strategies and integrate crypto strategies into traditional finance frameworks. About SOL Solana is a blockchain built for mass adoption. It is a high performance network that is utilized for a range of use cases, including finance, NFTs (non-fungible tokens), payments and gaming. Solana operates as a single global state machine, and is open, interoperable and decentralized. We seek Safe Harbor.