Business
Cinaport Acquisition Corp. III Announces Letter of Intent for Proposed Qualifying Transaction with Coinberry Limited
Toronto, Ontario--(Newsfile Corp. - February 16, 2021) - Cinaport Acquisition Corp. III (TSXV:...
About this update from Cinaport Acquisition Corp. Iii
[{"type":"text","content":"Cinaport Acquisition Corp. III Announces Letter of Intent for Proposed Qualifying Transaction with Coinberry LimitedToronto, Ontario--(Newsfile Corp. - February 16, 2021) - Cinaport Acquisition Corp. III (TSXV: CAC.P) (the \"Company\"), a capital pool company listed on the TSX Venture Exchange (the \"Exchange\"), is pleased to announce that it has entered into a letter of intent (the \"LOI\") dated February 12, 2021 with Coinberry Limited (\"Coinberry\"), a corporation existing under the federal laws of Canada. The LOI outlines the principal terms and conditions pursuant to which the shareholders of Coinberry will, directly or indirectly, acquire the majority of the issued and outstanding securities of the Company. The transaction will constitute the Company's Qualifying Transaction (the \"Qualifying Transaction\") under Policy 2.4 of the Exchange (\"Policy 2.4\").Terms of the Qualifying TransactionPursuant to the terms of the LOI, the Qualifying Transaction is to be structured as a three-cornered amalgamation, share exchange, plan of arrangement or other similarly structured transaction as may be agreed to by both parties with regard for tax considerations, accounting treatments and applicable legal and regulatory requirements.As of the date hereof, the number of common shares of the Company to be issued to shareholders of Coinberry remains subject to the final valuation of Coinberry, which is expected to be based on a brokered private placement (the \"Private Placement\") to be undertaken by Coinberry concurrently with, and as a condition to completion of, the Qualifying Transaction as more fully described below. The parties have agreed on the valuation of the Company for the purposes of the Qualifying Transaction and the ownership ratio for the respective shareholders of the Company and Coinberry upon closing of the Qualifying Transaction will be subject to the final valuation of Coinberry. Closing of the Qualifying Transaction is subject to the satisfaction of, among other things, the following conditions precedent: completion of the Private Placement; completion and satisfaction of mutual due diligence by the parties; negotiation and execution of all definitive transaction documents (including accuracy of representations and warranties, compliance of covenants and satisfaction of customary conditions); and receipt of all re...