WonderFi Technologies Inc., Coinsquare Ltd., and CoinSmart Financial Inc. have completed their merger, forming WonderFi Technologies Inc. and creating one of Canada’s largest registered cryptocurrency trading platforms.
The transaction was completed through two separate court-approved plans involving Coinsquare and CoinSmart. As part of the transaction, WonderFi issued 270,920,353 common shares to Coinsquare shareholders (equivalent to exchanging 6.946745 WonderFi shares for each Coinsquare share). And 117,924,334 common shares to CoinSmart shareholders (equivalent to exchanging 1.801462 WonderFi shares for each CoinSmart share).
After the Transaction, WonderFi’s current shareholders will own around 38% of the company, with Coinsquare shareholders holding approximately 43% and CoinSmart shareholders holding approximately 19%. Mogo Inc. will be the biggest shareholder, owning approximately 14% of WonderFi’s common shares.
As part of the deal, CoinSmart shareholders were given 65,460,350 earnout rights that allow them to receive a share of up to $15 million in additional payment. This payment can be made in cash or a mix of cash and common shares of WonderFi. Based on the revenue generated by CoinSmart’s SmartPay business over the next three years.
Additionally, a total of 15,863,554 common shares of WonderFi were issued to certain advisors of the three companies involved in the deal to settle certain obligations.
The directors, officers, and main shareholders of Coinsquare and the main shareholders of CoinSmart have agreed to a lock-up arrangement. This means that their WonderFi shares will be able to be freely traded in smaller portions over a period of 18 months after the completion of the Transaction. All other Coinsquare shareholders will also have a lock-up arrangement, but their WonderFi shares will become freely tradeable in smaller portions over a period of 12 months after the completion of the Transaction.
According to agreements between investors and shareholders of WonderFi, Coinsquare, and CoinSmart, they have agreed to vote in favor of keeping the WonderFi board at nine directors until April 2, 2025, or the second annual general meeting after the effective date. They must also vote for each other’s nominated candidates for the WonderFi Board. The shareholders who signed the investor rights agreement can nominate two board members, CoinSmart can nominate one, and Mogo Inc. can nominate one.
Read more: PayPay and LINE BITMAX have teamed up | Brokers Times
