Rainmaker Worldwide Inc. cancelled the acquisition of Sphere 3D Corp. in a reverse merger transaction.
The transaction is subject to completion of an equity financing, or financings, for a minimum of $15 million (CAD 20.29 million), regulatory approvals, including the approval of NASDAQ, approval of shareholders of Sphere 3D Corp and Rainmaker Worldwide, form S-4 being effective and approval of shares of Sphere 3D for listing on the NASDAQ. Each of the Boards of Directors of Sphere and Rainmaker have approved the merger agreement. The transaction is expected to close in the fall of 2020, but in any event prior to December 31, 2020 and subject to extension to February 28, 2021 in certain circumstances. As of August 18, 2020, the transaction is expected to close in the third quarter of 2020. As of September 4, 2020, the transaction is expected to close in December 2020. The Benchmark Company, LLC acted as financial advisor to Rainmaker Worldwide. PGP Capital Advisors, LLC acted as financial advisor and provided fairness opinion to the Board of Directors of Sphere 3D. Jason D. Meretsky of Meretsky Law Firm served as legal advisor to Sphere 3D Corp. Arthur Marcus of Sichenzia Ross Ference LLP served as legal advisor to Rainmaker Worldwide. Torrington Financial Services Ltd acted as financial advisor for Sphere 3D Corp. and will receive 1.8 million common shares of Sphere 3D Corp. as compensation if the transaction between Sphere 3D and Rainmaker closes at a ratio of less than 1 share of Sphere 3D for every 10 shares of Rainmaker.
Rainmaker Worldwide Inc. (OTCPK:RAKR) cancelled the acquisition of Sphere 3D Corp. (NasdaqCM:ANY) in a reverse merger transaction on January 4, 2021.