Subversive Capital Acquisition Corp. (NEOE:SVC.A.U) entered into a definitive transaction agreement to acquire Caliva, Inc. on November 24, 2020. Pursuant to the terms of the agreement, Subversive Capital will pay Caliva shareholders an aggregate consideration of approximately $280 million, subject to certain adjustments and holdbacks. Caliva shareholders will receive consideration in the form of newly issued shares in the capital of Subversive Capital, subject to exceptions for certain U.S. persons that will receive consideration in cash. Additionally, Caliva shareholders may receive additional consideration post-closing. 17.4 million shares in the event volume weighted average trading price reaches $13, $17 and $21 within three years of closing and up to approximately 3.9 million additional SCAC common shares, if, aggregate consolidated cash of SCAC, at closing, net of short term indebtedness, is less than $225 million, in which case a proportionate number of Caliva earnout shares would become payable based on whether the Parent Company raises cash proceeds to cover such shortfall in the 12 months following closing and whether the weighted average price per share for any equity securities used to raise such cash proceeds is below $10 per share. Subversive Capital will directly purchase each share of capital stock of Caliva owned by Canadian shareholders. In a related transaction, Subversive Capital concurrently entered into definitive transaction agreements with Shawn “JAY-Z” Carter, Roc Nation, and Left Coast Ventures, Inc. wherein along with Caliva Inc., will form TPCO Holding Corp. Subversive Capital has received private placement commitments of $36.5 million immediately prior to, and conditional on, completion of the transaction with respect to formation of TPCO Holding Corp. Immediately after Subversive Capital has purchased the capital stock of Caliva from its Canadian shareholders, Caliva will merge with a newly-formed wholly-owned Delaware subsidiary of Subversive Capital, with Caliva continuing as the surviving entity and becoming a wholly-owned subsidiary of Subversive Capital. For the nine months ended September 30, 2020, Caliva reported a revenue of $50.7 million, total assets of $107.5 million and net loss of $41.3 million. The Parent Company will be led by Steve Allan as the Chief Executive Officer, Brett Cummings as Chief Financial Officer and President of LCV, Dennis O’Malley as Chief Operating Officer and President of Caliva, Drew Kornreich as Chief M&A Officer, John Figueiredo as President of SISU and Colin Brown as Chief Legal Officer. Pursuant to the Brand Strategy Agreement, JAY-Z will lead the brand strategy and marketing playbook and will be appointed as Chief Visionary Officer. The Parent Company Board is expected to be comprised of the following individuals as at the Effective Time: Michael Auerbach, Carol Bartz, Al Foreman, Leland Hensch, Daniel Neukomm, Desiree Perez and Jeffry Allen. The transaction is subject to the requisite approval of Caliva’s shareholders, the approval of the Exchange enabling the Transaction to qualify as the qualifying transaction and the listing of the common shares on the Exchange, a final receipt for this Prospectus having been issued by or on behalf of the securities authorities, no law or order having been enacted, issued, promulgated, enforced or entered that prohibits or restrains the consummation of the Caliva Transaction or the LCV Transaction, the conversion of Class A Restricted Voting Shares and Class B Shares into Common Shares, the contemporaneous closing of the LCV transaction, and the waiting period under the HSR Act having expired or being terminated (which waiting period expired on November 16, 2020). The transaction is expected to close in January 2021. As of December 17, 2020, the transaction is expected to close on January 15, 2021, subject to customary closing conditions. Canaccord Genuity Corp. is serving as financial advisor to SCAC. Jeff Glass and Norbert Knutel of Blake, Cassels & Graydon LLP and Barry Brooks, Mike Huang, Mike Zuppone, Joseph Opic, Keith Pisani, Jason Hill, and Colin Brown of Paul Hastings LLP acted as legal advisors to SCAC. William Doran, Jessica Angney, Krista Enns, Sarah Hesse, Ryan Moore and Joe Tegreene of Benesch Friedlander Coplan & Aronoff LLP are serving as U.S. legal advisors and lead transaction counsel and Curtis Cusinato of Bennett Jones LLP as Canadian counsel to Caliva. Davidson & Company LLP acted as accountant to Caliva. Odyssey Trust Company acted as registrar and transfer agent of Subversive Capital. Jennifer Cheng, Ari Edelman, and James Tandler of Reed Smith LLP acted as the legal advisors to JAY-Z. Subversive Capital Acquisition Corp. (NEOE:GRAM.U) completed the acquisition of Caliva, Inc. on January 15, 2021. Subversive will pay approximately US$282.9 million (subject to certain adjustments and holdbacks) satisfied in the form of newly issued common shares of the Company (“Common Shares”) at a price of $10.00 per Common Share, subject to exceptions for certain U.S. persons that received cash consideration. As a result of this acquisition, Common Shares and Warrants are now trading on the NEO Exchange under the symbols "GRAM.U" and "GRAM.WT.U", respectively, and remain trading on the OTCQX under the symbols "SBVCF" and "SBVQF," respectively. Beginning January 19, 2021, the OTCQX symbol "SBVCF" will change to "GRAMF."