Fintech
HAW Capital 2 Corp. Announces Proposed Qualifying Transaction
Calgary, Alberta–(Newsfile Corp. – December 7, 2021) – HAW Capital 2 Corp. (TSXV: HAW.P) (“HAW2” or the “Company“), a capital pool company as defined under Policy 2.4 – Capital Pool Companies of the TSX Venture Exchange (the “Exchange“) is pleased to announce details related to an executed letter of intent, dated December 2, 2021 (the “LOI“) with Songistry Inc. (“Songistry“), a private company incorporated under the laws of the Province of Alberta, with respect to a proposed combination of both companies (the “Proposed Transaction“). The Proposed Transaction is expected to be effected by way of a share exchange, a triangular merger or similar transaction pursuant to the terms of a definitive agreement to be entered into by HAW2 and Songistry (the “Definitive Agreement”). The Proposed Transaction is expected to constitute a reverse take-over of HAW2 upon completion, and upon HAW2 shareholder approval, the Company expects to be renamed “Songistry Inc.” (the “Resulting Issuer“). It is intended that the Proposed Transaction, when completed, will constitute the Company’s “Qualifying Transaction” in accordance with Policy 2.4 of the TSX Venture Exchange Corporate Finance Manual. The Proposed Transaction is subject to compliance with all necessary regulatory and other approvals and certain other terms and conditions, including those set out in the Definitive Agreement.
Songistry has developed MDIIO (pronounced mid-EE-Oh), a music asset/copyright management and licensing engine that leverages the latest in artificial intelligence (“AI“) for songwriters, artists, music publishers, record labels, music supervisors, filmmakers and film and TV production companies. Songistry believes that MDIIO is the only music service that combines the needs of creators and creatives in a completely re-imagined and AI supported work-flow.
In connection with the Proposed Transaction, it is anticipated that at least 33,151,282 HAW2 common shares will be issued to Songistry securityholders in exchange for their Songistry securities (the “Songistry Securities“); with an approximate deemed aggregate consideration of $22,000,000 (or $0.15/ HAW2 common share). In addition, the Company anticipates that immediately prior to the closing of the Qualifying Transaction, HAW2, subject to shareholder approval, will cause its share capital to be consolidated on the basis of 4.42:1 so that HAW2’s share capital immediately prior to the closing of the Qualifying Transaction shall consist of 3,167,421 HAW2 common shares.
It is estimated that following closing of the Proposed Transaction and the Concurrent Financing (as described below), HAW2 shareholders will hold approximately 7% of the Resulting Issuer’s common shares and former Songistry securityholders will hold approximately 93% of such common shares.
Closing of the Proposed Transaction is subject to the completion by Songistry of a concurrent equity financing of a minimum of $4,000,000 (the “Minimum Proceeds“) and a maximum of $5,500,000 prior to the closing of the Proposed Transaction at a price of $0.66 per Songistry share (the “Concurrent Financing“). The Concurrent Financing may be completed on a brokered or non-brokered basis or a combination thereof. As of the date of this press release, no broker has been engaged by Songistry in connection with the Concurrent Financing. Concurrent with the completion of the Proposed Transaction, it is expected that one of the directors and officers of HAW2 will be retained as a director of the Resulting Issuer, with the remainder of the directors and officers to be replaced by Songistry nominees.
A more comprehensive news release will be issued by the Company disclosing details of the Proposed Transaction in accordance with the policies of the Exchange, including financial information respecting Songistry, the names and backgrounds of all persons who will constitute principals or insiders of Songistry, and information respecting sponsorship. The Company anticipates such news release will be issued once the Definitive Agreement has been finalized and certain conditions have been met, including: i) approval of the Proposed Transaction by the board of directors of the Company and ii) satisfactory completion of due diligence. Shareholder approval is not expected to be required with respect to the Proposed Transaction under the rules of the Exchange. However, shareholder approval will be required to change the name of the Company and to complete the Share Consolidation. In the event a Definitive Agreement is not reached, the Company will notify its shareholders by way of a news release. Trading in the shares of the Company has been halted and is not expected to resume until the Proposed Transaction is completed or until the Exchange receives the requisite documentation to resume trading. If the Proposed Transaction is completed, the Company expects that the Resulting Issuer will be listed on the Exchange as a technology issuer.
Completion of the transaction is subject to a number of conditions, including but not limited to, Exchange acceptance and if applicable pursuant to Exchange Requirements, majority of the minority shareholder approval. Where applicable, the transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the transaction will be completed as proposed or at all.
Investors are cautioned that, except as disclosed in the management information circular or filing statement to be prepared in connection with the transaction, any information released or received with respect to the transaction may not be accurate or complete and should not be relied upon. Trading in the securities of a capital pool company should be considered highly speculative.
The TSX Venture Exchange Inc. has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved the contents of this press release.
For further information, please contact:
Scott McGregor
Chief Executive Officer
[email protected]
403-669-6065
Neither the TSX Venture Exchange nor its regulation services provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
This news release contains “forward-looking information” within the meaning of applicable Canadian securities legislation. Forward-looking information includes, but is not limited to, the structure of the Proposed Transaction, approval of the Exchange of the Proposed Transaction, completion of the Proposed Transaction, the share consolidation, the timing and amount of the Concurrent Financing, the name change and regulatory and shareholder approvals. Generally, forward-looking information can be identified by the use of forward-looking terminology such as “plans”, “is expected”, “expects” or “does not expect”, “budget”, “scheduled”, “estimates”, “forecasts”, “intends”, “anticipates” or “does not anticipate”, “believes”, or variations of such words and phrases; or terms that state that certain actions, events, or results “may”, “could”, “would”, “might”, or “will be taken”, “could occur”, or “be achieved”. Forward-looking information is based on the opinions and estimates of management at the date the information is made, and is based on a number of assumptions and is subject to known and unknown risks, uncertainties and other factors, including but not limited to obtaining the necessary approvals of the Exchange and the shareholders of the Company, the Company’s ability to complete the Proposed Transaction, completion of the Concurrent Financing, and other risks and uncertainties. Although the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking information, there may be other factors that cause results not to be as anticipated, estimated, or intended. There can be no assurance that such information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such information. Accordingly, readers should not place undue reliance on forward-looking information. The Company does not undertake to update any forward- looking information, except in accordance with applicable securities laws.
Not for distribution to U.S. newswire services or for release, publication, distribution or dissemination directly, or indirectly, in whole or in part, in the United States
To view the source version of this press release, please visit https://www.newsfilecorp.com/release/106990
As we close out 2024, the fintech industry continues to deliver headlines that underscore its dynamism and innovation. From IPO aspirations to groundbreaking regulatory milestones, today’s updates highlight the transformative power of fintech partnerships, regulatory evolution, and disruptive technologies. Here’s what you need to know.
Chime’s Quiet Step Toward Public Markets
Chime, the U.S.-based financial technology startup best known for its digital banking services, has taken a significant step by filing confidential paperwork for an initial public offering (IPO). As one of the most valuable private fintechs in the U.S., Chime’s move could potentially signal a renewed appetite for fintech IPOs in a market that has been cautious following fluctuating valuations across the tech sector.
With a valuation that reportedly exceeded $25 billion in its last funding round, Chime’s IPO could set a new benchmark for the industry. Observers note that its strong customer base and revenue growth may make it an appealing choice for investors seeking to capitalize on the digital banking boom. However, the timing and success of the IPO will depend on broader market conditions and the regulatory landscape.
Source: Bloomberg
ZBD’s Pioneering Achievement: EU MiCA License Approval
ZBD, a fintech company specializing in Bitcoin Lightning network solutions, has made history by becoming the first to secure an EU MiCA (Markets in Crypto-Assets Regulation) license. This landmark approval by the Dutch regulator positions ZBD at the forefront of compliant crypto-fintech operations in Europe.
MiCA, which aims to harmonize the regulatory framework for crypto-assets across the EU, has been a focal point for industry players aiming to establish legitimacy and expand their offerings. ZBD’s achievement not only validates its operational rigor but also sets a precedent for other fintech firms navigating the evolving regulatory landscape.
Industry insiders view this as a strategic advantage for ZBD as it broadens its footprint in Europe. By leveraging its regulatory approval, the company can accelerate its product deployment and establish trust with institutional and retail users alike.
Source: Coindesk, PR Newswire
The Fintech-Credit Union Synergy: A Blueprint for Innovation
The convergence of fintechs and credit unions continues to reshape the financial services ecosystem. Collaborative initiatives, such as the one highlighted in the recent partnership between fintech innovators and credit unions, are proving to be a potent force in delivering tailored financial solutions.
This “dream team” approach allows credit unions to leverage fintech’s technological expertise while maintaining their community-focused ethos. Key areas of collaboration include digital payments, personalized financial management tools, and enhanced loan processing capabilities. These partnerships not only enhance member engagement but also enable credit unions to remain competitive in an increasingly digital-first financial environment.
Industry analysts emphasize that such collaborations underscore a broader trend of traditional financial institutions embracing fintech-driven solutions to bridge service gaps and foster innovation.
Source: PYMNTS
Tackling Student Loan Debt: A Fintech’s Mission
Student loan debt remains a pressing issue for millions of Americans, and a Rochester-based fintech aims to offer relief through its cloud-based platform. This innovative solution is designed to simplify loan management and provide borrowers with actionable insights to reduce their debt burden.
The platform’s features include repayment optimization tools, personalized financial education, and seamless integration with loan servicers. By addressing the complexities of student loan management, this fintech is empowering borrowers to make informed decisions and achieve financial stability.
As the student loan crisis continues to evolve, solutions like this highlight the critical role fintech can play in addressing systemic financial challenges while fostering financial literacy and inclusion.
Source: RBJ
Industry Implications and Takeaways
Today’s updates underscore several key themes shaping the fintech landscape:
- Regulatory Milestones: ZBD’s MiCA license approval exemplifies the importance of regulatory compliance in unlocking growth opportunities.
- Strategic Partnerships: The collaboration between fintechs and credit unions demonstrates the value of combining technological innovation with traditional financial models to drive customer-centric solutions.
- Market Opportunities: Chime’s IPO move reflects a potential revival in fintech public offerings, signaling confidence in the sector’s long-term prospects.
- Social Impact: Fintech’s ability to tackle systemic issues, such as student loan debt, showcases its role as a force for positive change.
The post Fintech Pulse: Your Daily Industry Brief (Chime, ZBD, MiCA) appeared first on News, Events, Advertising Options.
Leading global payments platform SPAYZ.io has confirmed it will be attending iFX EXPO Dubai 2025 on 14 to 16 January. Exhibiting at Stand 64 at Trade Centre Dubai, SPAYZ.io’s team of professionals will be on hand providing live demonstrations of its renowned payment services for payment providers. Attendees will also receive exclusive insight into SPAYZ.io’s plans for 2025 alongside early early access to its upcoming plans for the new year.
SPAYZ.io delivers a host of payment solutions that leverage the latest technological innovations and open access to the fastest growing emerging markets across Africa, Europe and Asia. Over the past year, there has been huge demand for its Open Banking and local payment method services, alongside bank transfers, mass payouts, online banking and e-wallets.
Yana Thakurta, Head of Business Development at SPAYZ.io commented: “We look forward to once again participating at iFX Dubai to expand our network of partners and clients. It’s a fantastic way to kick off the year, connecting with thousands of industry leaders from FOREX platforms to trading companies, and everything in between.
“Our key goal for iFX Dubai EXPO 2025 is to expand our portfolio of solutions and geographies. We’re using this as an opportunity to partner with like-minded entities who share our ambition to provide payment solutions that are truly global.”
Come meet SPAYZ.io’s team at the Trade Centre Dubai at Stand 64. You can also book a meeting slot with a member of a team.
The post SPAYZ.io prepares for iFX EXPO Dubai 2025 appeared first on News, Events, Advertising Options.
Airtm, the most connected digital dollar account in the world, is proud to announce the addition of two distinguished industry leaders to its Board of Directors: Rafael de la Vega, Global SVP of Partnerships at Auctane, and Shivani Siroya, CEO & Founder of Tala. These appointments reflect Airtm’s commitment to innovation and financial inclusion as the company enters its next phase of growth.
“We are thrilled to welcome Rafael and Shivani to Airtm’s Board of Directors,” said Ruben Galindo Steckel, Co-founder and CEO of Airtm. “Their unique perspectives and proven track records will be invaluable as we continue scaling our platform to empower individuals and businesses in emerging markets. Together, we’ll push the boundaries of financial inclusion and innovation to create a more connected and equitable global economy. Rafael and Shivani bring a wealth of experience and strategic insight that will strengthen Airtm’s mission to connect emerging economies with the global market.”
Rafael de la Vega, a seasoned leader in fintech global partnerships and technology innovation, is currently the Global SVP of Partnerships at Auctane. With a proven track record of delivering scalable, impactful solutions at the intersection of fintech, innovation, and commerce, Rafael’s expertise will be pivotal as Airtm continues to grow. “Airtm has built a platform that breaks down barriers and opens up opportunities for people in emerging economies to connect to global markets. I am excited to contribute to its growth and help further its mission of fostering financial inclusion on a global scale,” said Rafael.
Shivani Siroya, CEO and Founder of Tala, is a pioneer in financial technology, renowned for empowering underserved communities through access to credit and essential financial tools. Her leadership in leveraging data-driven innovation aligns seamlessly with Airtm’s vision of creating more equitable financial opportunities. “Empowering underserved communities has always been at the core of my work, and Airtm’s mission resonates deeply with me. I’m thrilled to join the Board and work alongside such a dynamic team to expand access to financial tools that truly make a difference in people’s lives,” said Shivani.
The post Airtm Enhances Its Board of Directors with Two Strategic Appointments appeared first on News, Events, Advertising Options.
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