Sequoia Digital Corp. entered into a letter of intent to acquire Little Fish Acquisition I Corp. (TSXV:LILL.P) for CAD 1.5 million in a reverse merger transaction on December 18, 2024.
The Purchase Price will be satisfied through the issuance of an aggregate of 37,157,000 common shares in the capital of the Company at a price of CAD 0.20 per Consideration Share. It is anticipated that any existing convertible securities of Sequoia will be converted for equivalent securities of LILL or exercised prior to the closing of the acquisition. In connection with the Acquisition, it is anticipated that the LILL will, among other things: (i) change its name to "Sequoia" or any other such name that is acceptable to Sequoia; (ii) reconstitute the existing directors and officers of the Company with nominees of Sequoia; (iii) enter into employment, consulting or other agreements with key members of the Sequoia team and management; and (iv) enter into such escrow or pooling agreements as required by the Exchange or as agreed by the parties.
The transaction is subject to the consummation of due diligence investigation, execution of definitive agreement, subject to shareholder approval, consummation of private placement, regulatory approval as well as third-party approvals.