RTRS Technologies Inc. to Acquire 1317234 B.C. Ltd. Through Reverse Takeover
News related to:1317234 B.C. Ltd · 2 min read
1317234 B.C. Ltd. and RTRS Technologies Inc. have entered into a significant business combination agreement that will see RTRS acquire 1317234 B.C. Ltd. through a reverse takeover. The transaction, set to be completed on September 11, 2026, involves the merger of RTRS Technologies Inc. with and into 1317234 B.C. Ltd.’s wholly-owned subsidiary, Merger Subco, under the Delaware General Corporation Law. This move will result in the reverse takeover of 1317234 B.C. Ltd. by RTRS Technologies Inc.
To facilitate the transaction, a concurrent financing is also being arranged. Haywood Securities Inc. has been engaged as the lead agent and sole bookrunner for a private placement of subscription receipts of 1600916 B.C. Ltd., a wholly-owned subsidiary of 1317234 B.C. Ltd. The financing aims to raise at least $6,850,000. The subscription receipts will be issued at a price of $1.00 each, with an option for Haywood to increase the size of the financing by up to 15% at the closing date.
Upon completion, RTRS Technologies Inc. will become a wholly-owned subsidiary of the resulting entity, which will change its name to NFTR Technologies Inc. or another name determined by the companies. The new entity will hold all the assets and continue the business of RTRS Technologies Inc. The transaction is subject to several conditions, including the approval of the boards of directors and shareholders of both companies, the completion of a stock split, and the conversion of convertible notes.
The transaction is designed to minimize the proportion of the outstanding voting securities held by U.S. persons, ensuring that NFTR Technologies Inc. qualifies as a foreign private issuer under U.S. securities laws. Each RTRS Share held by non-U.S. residents will be exchanged for one subordinate voting share of the new entity, while U.S. residents will receive multiple voting shares. Similarly, Finco Shares held by non-U.S. residents will be exchanged for subordinate voting shares, and those held by U.S. residents will be exchanged for multiple voting shares.
The new board of directors, expected to consist of Jason Shelton, Amir Abolfathi, J.R. Garcia, and David W. Smalley, will oversee the transition. The officers of the new entity are anticipated to include Jason Shelton as President and CEO, Hal Beckham as CFO, Rüedger Rubbert as CTO, and David W. Smalley as Corporate Secretary.
The transaction is subject to regulatory approvals and other standard closing conditions. The companies expect the deal to be completed by the end of the year, pending all necessary approvals and conditions being met.