LDB Capital Corp. Announces Definitive Agreement for Proposed Qualifying Transaction with Eventer Technologies Ltd.
Executive Summary
- LDB Capital Corp. entered into a definitive share‑exchange agreement to acquire 51 % of Eventer Technologies Ltd., creating a reverse take‑over that will result in Eventer shareholders owning ~63 % of the combined entity.
- The transaction is expected to close no later than April 30, 2026, subject to TSXV and shareholder approvals; LDB shares are currently halted pending completion.
- Post‑closing, the combined company will be renamed Eventer Technologies Ltd., with a new board (Liron Carmel as Chair) and management team drawn from Eventer.
Key Details
- Transaction Structure:
- LDB acquires 51 % of Eventer’s outstanding shares; Eventer shareholders receive LDB common shares (“Resulting Issuer Shares”).
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Resulting ownership after closing (pre‑finder issuance):
- Eventer shareholders – 21,511,859 shares (~62.95 %)
- Existing LDB shareholders – 11,583,309 shares (~33.90 %)
- Finders’ fee pool – 1,075,593 shares (~3.15 %)
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Resulting Issuer Share Count: Approximately 34,170,761 shares outstanding after the transaction.
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Name Change & Business Focus: The combined entity will operate under the name Eventer Technologies Ltd., continuing Eventer’s ticket‑sales SaaS platform business.
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Corporate Governance:
- All current LDB directors and officers will resign.
- New board: Liron Carmel (Chair), Assaf Itzhaik (LDB nominee), Ron Dloomy (Eventer nominee).
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New executive team: Liron Carmel – CEO; Yossi Lapovsky – CFO; Guy Zion – CTO; Noa Maman – COO.
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Finders’ Fee: Upon closing, ~1.08 million shares will be issued to Capitalink Ltd., Hike Capital Inc., and L.I.A. Pure Capital Ltd. as compensation for advisory services.
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Regulatory & Closing Conditions:
- No material adverse change to either party.
- Required TSXV conditional approval, shareholder approvals, and other customary closing conditions.
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Completion of name‑change filing and corporate restructuring under BC and Ontario statutes.
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Trading Halt: LDB’s common shares are halted per TSXV policy and will remain so until the transaction is finalized and trading permission is received.
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Financial Snapshot (Eventer – unaudited):
- Sep 30 2025: Assets $1.845 M, Liabilities $(2.520) M, Revenue $1.513 M, Net loss $0.076 M.
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Dec 31 2024: Assets $1.218 M, Liabilities $(2.045) M, Revenue $1.551 M, Net loss $0.502 M.
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Future Filings: A detailed filing statement will be posted on SEDAR+ covering the transaction, Eventer’s financials, and related disclosures.
Notable Quotes
“The Proposed Transaction represents a strategic opportunity to combine LDB’s capital pool structure with Eventer’s proven SaaS platform, delivering enhanced value to shareholders of both entities.” – David Eaton, CEO, LDB Capital Corp.