Business
Sabio Holdings Inc. (Formerly Spirit Banner II Capital Corp.) Announces Completion of Qualifying Transaction
Toronto, Ontario--(Newsfile Corp. - November 22, 2021) - Sabio Holdings Inc. (TSXV: SBIO.P) (f...
About this update from Sabio Holdings, Inc.
[{"type":"text","content":"Sabio Holdings Inc. (Formerly Spirit Banner II Capital Corp.) Announces Completion of Qualifying TransactionToronto, Ontario--(Newsfile Corp. - November 22, 2021) - Sabio Holdings Inc. (TSXV: SBIO.P) (formerly, Spirit Banner II Capital Corp. (\"Spirit\")) (the \"Company\" or the \"Resulting Issuer\") is pleased to announce the closing of its previously announced qualifying transaction (the \"Qualifying Transaction\") resulting in the reverse takeover of the Company by Sabio Mobile Inc. (\"Sabio\"), a private company incorporated under the laws of Delaware.The parties to the Qualifying Transaction will make their final submission to the TSX Venture Exchange (the \"Exchange\") in connection with the Exchange's issuance of its listing bulletin.It is anticipated that the common shares of the Resulting Issuer will commence trading on the Exchange under the ticker symbol \"SBIO\" on or about November 26, 2021.The Transaction Effective on or around November 19, 2021, as a condition to the completion of the Qualifying Transaction, Spirit changed its name to \"Sabio Holdings Inc.,\" consolidated its share capital (the \"Spirit Consolidation\") on the basis of approximately 15.9091 (old) common shares for 1 (new) common share and created a class of convertible restricted voting shares. Immediately following the Spirit Consolidation, Spirit had an aggregate of 730,085 common shares outstanding. In addition, on or around November 19, 2021, Sabio consolidated its share capital on the basis of approximately 0.2735 (old) common shares for 1 (new) common share.Pursuant to the terms of the Qualifying Transaction: (i) Sabio Canada Finco, Inc., a wholly-owned subsidiary of Sabio (\"Finco\"), and 2872484 Ontario Inc., a wholly owned subsidiary of Spirit, completed an amalgamation (\"Amalgamation\") under the Business Corporations Act (Ontario) to form Sabio Canada Finco, Inc., a wholly-owned subsidiary of Spirit, and all of the issued and outstanding securities of Finco (other than those held by Sabio, which were cancelled immediately prior to the Amalgamation) were exchanged for securities of the Resulting Issuer on a one-to-one basis; and (ii) Sabio completed a statutory triangular merger (the \"Merger\") under the General Corporation Law (Delaware) with Spirit Banner Merger Sub, Inc., a wholly-owned subsidiary of Spirit, and all of the issued an...