Matchaah, Inc. is Acquired by Matchaah Holdings, Inc. fka Gear International, Inc.

Formed in September, 2016 Matchaah, Inc. develops, markets, sells and distributes premium better-for-you matcha tea based products under its overarching brand MATCHAAH(R). As both a dynamic company and brand, Matchaah is led by an accomplished and visionary team of consumer goods experts - ranging from retail category management, new brand development and launch, foodservice distribution and marketing to supply chain management and finance.  

For the uninitiated, matcha tea is an antioxidant powerhouse that is shade-grown, typically in Japan.  The hand-picked green tea leaves are de-stemmed by hand, then stone ground into a fine powder and are consumed as powder to deliver all of the nutrients and antioxidants packed into this vibrant leaf, including the powerful antioxidant catechins and EGCg's known for a wealth of health benefits.  Matcha tea also produces an extraordinary functional benefit known as "the famed matcha calm alertness effect" that has made this sought after and used for centuries; which is one of the attributes contributing to the rapid growth in the U.S., market, as consumers seek out natural alternatives to functional benefits such as energy.  The naturally occurring caffeine in matcha works with its rare amino L-theanine to provide this "calm alertness", which is a mental clarity that feels like energy without the typical caffeine buzz. However, until now, in order to be prepared for consumption, the matcha tea powder has required extensive work in the form of an intensive whisking and sifting process where the powder being methodically and precisely added with water through a sifter using a specialty whisk and the proper technique to produce the correct consistency in the beverage.  To eliminate this labor intensive step, Matchaah's proprietary process allows Matchaah to bring matcha tea to the masses by making it easy to enjoy all the healthful benefits in convenient product formats and in a wide range of flavors, requiring no preparation.

Even as a nascent beverage leader, as a market-leading force, Matchaah transcends the tea category with a diverse and growing product line in which the company combines this antioxidant powerhouse and healthy super-food (which contains more than ten times the anti-oxidants of traditional green tea and 137 times the EGC's) – with existing drink and food product categories that consumers know and love.  The Matchaah product line consists of products that will launch in both emerging and high-growth retail categories, foodservice and specialty distribution channels, as well as currently stagnant categories struggling with a lack of innovation.

Matchaah, Inc., a Minnesota corporation, the wholly owned subsidiary of Matchaah Holdings, Inc., is headquartered in Minneapolis.  As stated Matchaah, Inc., was founded in September of 2016 and decided to enter the U.S. capital markets through a reverse takeover of a publicly traded company ("RTO"). That publicly traded company was Gear International, Inc. As part of the RTO and the transactions described below, Gear International, Inc. changed domiciles from the State of Wyoming and was reincorporated in the State of Delaware. In order to effect the change in domicile, a certificate of conversion and a new certificate of incorporation were filed in the State of Delaware and the company's charter was dissolved in the State of Wyoming.

Matchaah Holdings, Inc., a Delaware corporation was incorporated on December 21, 2016 as part of the RTO and the related reorganization effected pursuant to Delaware General Corporation Law Section 251(g) by and among Gear International, Inc., Gear International Holdings, Inc. and Matchaah Holdings, Inc. (the "Reorganization"). Under the terms of the Reorganization, the shareholders of Gear International, Inc. became shareholders of Matchaah Holdings, Inc., Gear International, Inc. was merged with and into Gear International Holdings, Inc., with Gear International Holdings, Inc. surviving and emerging as a wholly owned subsidiary of Matchaah Holdings, Inc. (the successor public issuer).

Simultaneously with the Reorganization and as part of the RTO, the shareholders of Matchaah, Inc. entered into a share exchange agreement with Matchaah Holdings, Inc. and Matchaah, Inc. became a wholly owned subsidiary of Matchaah Holdings, Inc.  As part of these transactions, in order to accommodate the acquisition of Matchaah, Inc., Matchaah Holdings effected a 1 for 7,109 reverse split of its common stock. Shareholders who would have held fewer than 100 shares following the reverse split were rounded up to 100 shares and fractional shares were rounded up to the next full share. Following the RTO and completion of these transactions, Matchaah, Holdings, Inc. became the successor publicly traded issuer, with 50,062,527 shares of common stock, $0.0001 par value, issued and outstanding. 

Gear International Holdings, Inc. will be spun off so that the shareholders of record of Gear International, Inc., immediately prior to the aforementioned transactions, will receive all of the shares of Gear International Holdings, Inc.; and Matchaah Holdings, Inc. will have only the one subsidiary, Matchaah, Inc.. The officers and directors of Matchaah, Inc. became the officers and directors of the publicly traded, successor issuer, Matchaah Holdings, Inc. and the shareholders of Matchaah, Inc. received 96% of the issued and outstanding shares of Matchaah Holdings, Inc..

For more information, visit http://matchaah.com

Forward-Looking Statements: The statements made herein contain forward-looking statements that are based on management's current expectations and assumptions and are subject to risks and uncertainties. If such risks or uncertainties materialize or such assumptions prove incorrect, our business, operating results, financial condition and stock price could be materially negatively affected. In some cases, forward-looking statements can be identified by terminology including "goal," "believes" "objective," "can," "may," "will," or the negative of these terms or other comparable terminology. We operate in a rapidly-changing environment and new risks emerge from time to time. As a result, it is not possible for our management to predict all risks, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements the Company may make.

Contact:

Matchaah Holdings, Inc. (GEARD)
10901 Nesbitt Avenue South
Bloomington, MN  55437

Phone: 844-563-4TEA

Email: InvestorRelations@Matchaah.com