(TheNewswire)
TORONTO, ONTARIO – TheNewswire - February 14, 2022 – Meraki Acquisition One, Inc. (TSXV:MRKI.P) (the "Company") is pleased to announce that it has completed its initial public offering (the "Offering")in British Columbia and Alberta of 2,000,000common shares (the "Common Shares") in the capital of the Company at a price of $0.10 per Common Share for gross proceeds of $200,000. Following the closing of the Offering today, a total of 4,400,000Common Shares were issued and outstanding, of which, 2,400,000 are currently held in escrow pursuant to the policies of the TSX Venture Exchange (the "TSXV").
The net proceeds of the Offering, together with the proceeds from prior sales of Common Shares will be used by the Company to identify and evaluate assets or businesses for acquisition with a view to completing a "Qualifying Transaction" under the capital pool company program of the TSXV.
Echelon Wealth Partners Inc. (the "Agent") acted as agent for the Offering. In connection with the Offering, the Company paid to the Agent a cash commission of $20,000, equal to 10% of the aggregate gross proceeds of the Offering and granted to the Agent 200,000 non-transferrable Agent's options (the "Agents' Warrants"), equal to 10% of the number of Common Shares delivered by the Agent pursuant to the Offering. Each Agent Option entitles the holder thereof to acquire one Common Share at a price of $0.10 per Common Share for a period of 5 years from the date the Common Shares are listed on the TSXV.
At the closing of the Offering, the Company also granted stock options (the "Options") to directors and officers of the Company to acquire up to an aggregate of 200,000 Common Shares exercisable at a price of $0.10 per share until February 14, 2032. These Options are in addition to stock options granted to directors and officers of the Company to acquire up to an aggregate of 240,000 Common Shares at a price of $0.05 per share until January 20, 2032.
The current directors and officers of the Company are: Joel Arberman, Chief Executive Officer, Chief Financial Officer, and Director; Benjamin McMillan, Director; Sunil Cherian, Director; Mary-Frances Coleman, Director; Sokhie Puar, Director; and Michael Rennie, Corporate Secretary.
The Common Shares will commence trading on the TSXV under the stock symbol "MRKI.P" on February 16, 2022.
In addition, Mr. Joel Arberman, the Chief Executive Officer, Chief Financial Officer, and a director of the Company, Mr. Sokhie Puar, a director of the Company, and Mr. Benjamin McMillan, a director of the Company, announce that they have each filed an early warning report disclosing that on closing of the Offering, on February 14, 2022, the Company granted to Mr. Arberman 80,001 Options to acquire 80,001 Common Shares of the Company, Mr. Puar, 40,000 Options to acquire 40,000 Common Shares of the Company, and Mr. McMillan, 33,333 Options to acquire 33,333 Common Shares of the Company.
Prior to the closing of the Offering, Mr. Arberman owned and controlled 1,500,000 Common Shares and 96,000 Options to acquire 96,000 Common Shares, representing approximately 62.50% of the issued and outstanding Common Shares on a non-diluted basis, and assuming exercise of the Options, approximately 63.94% of the issued and outstanding Common Shares on a partially diluted basis. Following closing of the Offering and this grant of Options, Mr. Arberman now owns and controls 1,500,000 Common Shares and 176,001 Options to acquire 176,001 Common Shares, representing approximately 34.09% of the outstanding Common Shares of the Company on a non-diluted basis, and assuming exercise of the Options, approximately 36.63% on a partially diluted basis.
Prior to the closing of the Offering, Mr. Puar owned and controlled 300,000 Common Shares and 48,000 Options to acquire 48,000 Common Shares, representing approximately 12.50% of the issued and outstanding Common Shares on a non-diluted basis, and assuming exercise of the Options, approximately 14.21% of the issued and outstanding Common Shares on a partially diluted basis. Following closing of the Offering and this grant of Options, Mr. Puar now owns and controls 300,000 Common Shares and 88,000 Options to acquire 88,000 Common Shares, representing approximately 6.82% of the outstanding Common Shares of the Company on a non-diluted basis, and assuming exercise of the Options, approximately 8.64% on a partially diluted basis.
Prior to the closing of the Offering, Mr. McMillan owned and controlled 250,000 Common Shares and 40,000 Options to acquire 40,000 Common Shares, representing approximately 10.42% of the issued and outstanding Common Shares on a non-diluted basis, and assuming exercise of the Options, approximately 11.88% of the issued and outstanding Common Shares on a partially diluted basis. Following closing of the Offering and this grant of Options, Mr. McMillan now owns and controls 250,000 Common Shares and 73,333 Options to acquire 73,333 Common Shares, representing approximately 5.68% of the outstanding Common Shares of the Company on a non-diluted basis, and assuming exercise of the Options, approximately 7.23% on a partially diluted basis.
Closing of the Offering resulted in a partially diluted ownership change of greater than 2% and the filing of early warning reports for Messrs. Arberman, Puar, and McMillan.
The securities noted above are held for investment purposes. Messrs. Arberman, Puar, and McMillan have a long-term view of the investment and may acquire additional securities of the Company either on the open market or through private acquisitions or sell the securities on the open market or through private dispositions in the future depending on market conditions, reformulation of plans and/or other relevant factors.
A copy of the early warning reports with respect to the foregoing will appear on the Company's profile on the System for Electronic Document Analysis and Retrieval ("SEDAR") at www.sedar.com.
For further information please see the prospectus of the Company dated January 28, 2022, filed on SEDAR or contact:
Joel Arberman, Chief Executive Officer at (516) 299-9092 orjoel@merakiacquisition.com.
The securities issued pursuant to the Offering have not been, nor will they be, registered under the United States Securities Act of 1933, as amended, and may not be offered or sold in the United States or to, or for the account or benefit of, U.S. persons absent registration or an applicable exemption from the registration requirements. This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any State in which such offer, solicitation or sale would be unlawful.
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
Notice Regarding Forward Looking Information
Certain information set forth in this press release may contain forward-looking information that involves substantial known and unknown risks and uncertainties, including the use of proceeds of the Offering. This forward-looking information is subject to numerous risks and uncertainties, certain of which are beyond the control of the Company, including, but not limited to, the impact of general economic conditions, industry conditions, and dependence upon regulatory approvals (both in Canada and internationally). Readers are cautioned that the assumptions used in the preparation of such information, although considered reasonable at the time of preparation, may prove to be imprecise and, as such, undue reliance should not be placed on forward looking information. The Company disclaims any intention or obligation to update or revise any forward-looking information whether as a result of new information, future events, or otherwise, except as may be required by applicable securities law.
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