Meraki Announces Proposed Qualifying Transaction with Torque Strategy, Inc.

Cision Canada

01-08-2025

VANCOUVER, BC, Aug. 1, 2025 /CNW/ - Meraki Acquisition One, Inc. ("Meraki") (TSXV: MRKI.P) announces that it has entered into a binding agreement dated July 31, 2025 (the "Letter Agreement") with Torque Strategy, Inc. ("Torque"), an arm's length, British Columbia company developing Treasury as a Strategy (TaaS), a platform that helps businesses unlock greater value from their corporate treasury through decentralized finance (DeFi), to effect a business combination of the two companies (the "Proposed Transaction"). The Proposed Transaction will be a reverse takeover of Meraki by Torque and its shareholders.
Meraki is a Capital Pool Company ("CPC") and intends the Proposed Transaction to constitute its Qualifying Transaction (the "Qualifying Transaction") under the policies of the TSX Venture Exchange (the "Exchange").
Torque
Torque's mission is to enable companies to allocate a portion of their treasury into yield-focused DeFi opportunities as a compliment to traditional banking products.
Torque provides the connectivity that allow corporations to engage directly with DeFi protocol, without needing internal blockchain expertise. Torque does not act as a financial advisor, exchange, or custodian. Instead, it serves as a software conduit between corporate treasuries and DeFi platforms, earning a fee based on the volume of assets routed through its system.
Torque also deploys its own capital through a Bitcoin-focused risk-managed treasury strategy. This includes long-term Bitcoin accumulation, strategic investments in Bitcoin-aligned companies and projects, and selective hedging to seek downside protection as well as generate income while preserving core exposure.
With a dual focus on DeFi integration and strategic treasury deployment, Torque operates at the intersection of financial innovation and disciplined capital management.
The Transaction
It is currently anticipated that the Proposed Transaction will be effected by way of a three-cornered amalgamation, share exchange, merger, amalgamation, arrangement or other similar form of transaction as is acceptable to the parties. On or immediately prior to the completion of the Proposed Transaction, it is anticipated that: (i) Meraki will effect a name change to such name as may be determined Torque.
Pursuant to the Proposed Transaction, holders of the issued and outstanding common shares of the Torque (the "Torque Shares") will receive one common share of Meraki ("Meraki Shares") for each Torque Share held (the "Exchange Ratio"). Pursuant to the Proposed Transaction, all existing securities convertible into Torque Shares shall be exchanged, based on the Exchange Ratio, for similar securities to purchase Meraki Shares on substantially similar terms and conditions.
There are currently an aggregate of 4,400,000 Meraki Shares issued and outstanding, as well as 240,000 stock options, each exercisable to acquire one Meraki Share at an exercise price of $0.05, and 200,000 stock options, each exercisable to acquire one Meraki Share at an exercise price of $0.10.
If the Proposed Transaction is completed, it is anticipated that the board of directors of Meraki shall be reconstituted to consist of such directors as the Torque shall determine and all existing officers of Meraki shall resign and be replaced with officers appointed by the new slate of board of directors, all as further described below.
The Proposed Transaction is conditional upon the completion of a financing of at least C$3,000,000.
A comprehensive news release regarding the Proposed Transaction will be issued when additional details are settled in accordance with the policies of the Exchange.
Arm's Length Transaction
The Proposed Transaction is an arm's length transaction in accordance with the policies of the Exchange and is not subject to the approval of the shareholders of Meraki, except as required by applicable corporate law.
Principals and Insiders of the Resulting Issuer
It is expected that on completion of the Transaction, the board of directors of the Resulting Issuer will be reconstituted to comprise of five directors, Aditya Kashyap, who will also serve as the Chief Executive Officer and Chair, Sokhie Puar, and Terry MacDonald, all of whom, other than Mr. Kashyap are expected to be independent directors. Ben McMillan is expected to serve as Chief Investment Officer of the Resulting Issuer. Two independent directors, a Chief Financial Officer and Corporate Secretary will be proposed by mutual agreement between Meraki and Torque prior to the completion of the Proposed Transaction. The proposed board will have a strong mix of industry expertise and public company experience, as further detailed below.
Aditya Kashyap
Aditya Kashyap is a serial entrepreneur with nine years in the blockchain sector, where he has built AI-powered solutions for enterprise clients. Previously the VP of Product at Tinder, he also held senior product leadership roles at Flickr, Facebook, and Zynga, spearheading innovation and user growth across global consumer platforms. Aditya co-founded Redux, a personalized-video startup acquired by Crunchyroll, and brings deep expertise in product strategy, monetization, and emerging technologies.
Sokhie Puar
Sokhie Puar is an experienced executive and investor with over two decades of leadership across the health tech, wellness, and capital markets sectors. He is currently Chief Investment Officer and Director at Scanbo, a company developing AI-driven diagnostic devices for point-of-care testing, and serves as Lead Director at Else Nutrition, a TSX-V listed plant-based food company. Puar also holds board positions at Adcore (TSX: ADCO) and Move Investment Holdings, and is the principal owner of SNJ Capital Ltd. and SANJ Capital Corp.
Terry MacDonald
Terry MacDonald is the CEO and a board member of Copper Lake Resources Ltd., where he has led restructuring and growth efforts since 2015. A seasoned CPA with deep experience in public company auditing, standards, and governance, he previously held senior roles at RSM Canada, dynaCERT, Smythe LLP, and the Canadian Public Accountability Board. Earlier in his career, he spent over 15 years at Ernst & Young UK, including as Executive Director and COO of its Financial Services International Group, and began his professional journey as a Chartered Accountant at KPMG Canada.
Ben McMillan
Ben McMillan has been an investor in Bitcoin since 2012 and brings over a decade of experience in the crypto industry. With 24 years in finance and seven years serving as Chief Investment Officer, Ben blends deep institutional investment expertise with forward-thinking digital asset strategy. Before entering crypto, Ben held roles at prominent traditional finance institutions including VanEck, where he managed quantitative investment strategies. His work bridges the gap between traditional asset management and emerging digital markets. A recognized voice in financial media, Ben is regularly featured on CNBC, Fox Business, Reuters, Yahoo Finance, and other major outlets for his market insights and macro commentary.
Sponsorship
Sponsorship of a Qualifying Transaction of a CPC is required by the Exchange, unless exempt in accordance with Exchange policies or waived by the Exchange. The Proposed Transaction may require sponsorship and Meraki plans to provide a news release update should a sponsor be retained. Trading in the Meraki Shares has been halted as a result of the announcement of the Proposed Transaction. Meraki expects that trading in the Meraki Shares will remain halted pending closing of the Proposed Transaction, subject to the earlier re-commencement of trading only upon Exchange approval and the filing of required materials with the Exchange as contemplated by Exchange policies.
Filing Statement
In connection with the Proposed Transaction and pursuant to the requirements of the Exchange, Meraki will file a filing statement on its issuer profile on SEDAR+ (www.sedarplus.ca), which will contain details regarding the Proposed Transaction, any financing completed prior to closing of the Proposed Transaction, Torque, Meraki and the Resulting Issuer following completion of the Proposed Transaction.
The obligations of Torque and Meraki pursuant to the Letter Agreement shall terminate in certain specified circumstances, including in the event that the Proposed Transaction is not completed by December 31, 2025.
About Meraki
Meraki is a CPC within the meaning of the policies of the Exchange that has not commenced commercial operations and has no assets other than cash. Except as specifically contemplated in the CPC policies of the Exchange, until the completion of its Qualifying Transaction, Meraki will not carry on business, other than the identification and evaluation of companies, business or assets with a view to completing a proposed Qualifying Transaction.
Completion of the transaction is subject to a number of conditions, including but not limited to, Exchange acceptance and if applicable pursuant to the requirements of the Exchange, majority of the minority shareholder approval. Where applicable, the transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the transaction will be completed as proposed or at all.
Investors are cautioned that, except as disclosed in the management information circular or filing statement to be prepared in connection with the transaction, any information released or received with respect to the transaction may not be accurate or complete and should not be relied upon. Trading in the securities of a capital pool company should be considered highly speculative.
The Exchange has in no way passed upon the merits of the Proposed Transaction and has neither approved nor disapproved the contents of this press release.
Cautionary Note Regarding Forward Looking Information
This news release contains statements about Meraki expectations regarding any proposed future Qualifying Transaction of the Company which are forward-looking in nature and, as a result, are subject to certain risks and uncertainties. Although Meraki believes that the expectations reflected in these forward-looking statements are reasonable, undue reliance should not be placed on them as actual results may differ materially from the forward-looking statements. Factors that could cause the actual results to differ materially from those in forward-looking statements include general business, economic, competitive, political and social uncertainties; and the delay or failure to receive board, shareholder or regulatory approvals. The forward-looking statements contained in this press release are made as of the date hereof, and Meraki undertakes no obligation to update publicly or revise any forward-looking statements or information, except as required by law.
SOURCE Meraki Acquisition One, Inc.