Immutable Holdings and Gamebred Agree Proposed Reverse Takeover and TSXV Listing
Immutable Holdings and Gamebred FC have agreed terms for a proposed reverse takeover that could move the resulting company to the TSXV, subject to multiple conditions.
Immutable Holdings Inc. (CBOE:HOLD)(OTCQB:IHLDF) has entered into a definitive agreement with Gamebred FC, LLC for a proposed arm’s-length reverse takeover transaction. If completed, the resulting issuer is expected to operate Gamebred’s business, while Immutable intends to delist its subordinate voting shares from Cboe and seek a listing on the TSX Venture Exchange, subject to required regulatory approvals.
The transaction is planned as a three-cornered merger involving a newly incorporated Florida subsidiary of Immutable. That subsidiary is expected to merge with Gamebred, with Gamebred continuing as a wholly owned subsidiary of Immutable if the transaction closes.
Holders of Gamebred shares are set to receive 312,500,000 Resulting Issuer Shares, subject to adjustments. The number issued for each Gamebred share will be calculated by dividing 312,500,000 by the number of Gamebred shares outstanding on a fully diluted basis immediately before closing, excluding securities issued through the Concurrent Financing.
Based on the current share structure and before the Concurrent Financing, existing Immutable shareholders are expected to hold approximately 23.9% of the Resulting Issuer Shares. Former Gamebred shareholders are expected to hold approximately 76.1%. Those percentages are estimates, remain subject to adjustments under the agreement and may change before closing.
Immutable currently has 32,583,077 subordinate voting shares, 65,508 multiple voting shares and 4,166,100 stock options outstanding. The stock options are expected to remain in place after closing without changes to their existing terms.
Completion of the transaction depends on a Concurrent Financing by Immutable, Gamebred or one of their affiliates before or at the same time as closing. The parties are expected to agree the financing’s form, terms and amount, which may be required to meet TSXV listing requirements. Completion of that financing is a condition of the proposed transaction.
Immutable has also advanced Gamebred a bridge loan with a principal amount of US$1,000,000 under a secured promissory note. The loan carries interest at Daily Simple SOFR plus 6.0% per annum and matures on December 31, 2026.
The bridge loan is secured by a general security agreement covering Gamebred’s personal property, assets and undertakings. It also includes unlimited joint and several personal guarantees from Gamebred’s principal shareholders. Gamebred intends to use the proceeds for working capital and general business purposes.
Following completion, management of the Resulting Issuer is anticipated to consist solely of Gamebred representatives. Subject to TSXV approval, the proposed board at closing would have five directors: one selected by Immutable and four selected by Gamebred.
Immutable also intends to change its name to a name designated by Gamebred. The change remains subject to regulatory approval and completion of the required corporate procedures.
The transaction remains conditional on Gamebred converting to a Florida Corporation, along with other customary conditions that may be satisfied or waived. These include conditional TSXV approval for the listing of the Resulting Issuer Shares, completion of the Concurrent Financing and receipt of required corporate, regulatory and third-party approvals.
The proposed transaction is also subject to review and approval by Cboe under its applicable policies. The TSXV must review and approve the proposed listing, while Cboe must review and approve the delisting of Immutable’s shares.
Trading in Immutable shares has been halted in accordance with Cboe policies and is expected to remain halted pending completion of the proposed transaction. Subject to completion and satisfaction of all applicable listing requirements, the Resulting Issuer Shares are expected to begin trading on the TSXV after closing.
Gamebred is a combat sports promotion and media company founded by Jorge Masvidal. Its business focuses on professional bare-knuckle mixed martial arts events and includes live events, media rights, sponsorships and related commercial activities. Gamebred recently entered into a global media rights partnership with DAZN.
Immutable describes itself as a group of businesses operating within the digital assets ecosystem. Its ventures have included asset management, NFTs, media and education, including Immutable Asset Management, NFT.com, Immutable Media, 1-800-Bitcoin and HBAR Labs.
Further terms and conditions apply to the proposed transaction. The agreement does not make the transaction completed, and the listing, financing, corporate and regulatory requirements remain outstanding.
Immutable Holdings and Gamebred FC have entered into a definitive agreement for a proposed reverse takeover.
Gamebred shareholders are to receive 312,500,000 Resulting Issuer Shares, subject to adjustments.
Estimated ownership before the Concurrent Financing is approximately 23.9% for existing Immutable shareholders and approximately 76.1% for former Gamebred shareholders.
Immutable has advanced Gamebred a US$1,000,000 secured bridge loan bearing Daily Simple SOFR plus 6.0% per annum and maturing on December 31, 2026.
Closing depends on the Concurrent Financing, Gamebred’s conversion to a Florida Corporation and required corporate, regulatory, third-party, Cboe and TSXV approvals.
Immutable Holdings announced that it had entered into a Definitive Agreement with Gamebred FC, LLC for a proposed arm’s-length reverse take-over transaction. The transaction is intended to result in a Resulting Issuer that carries on Gamebred’s business, subject to the stated conditions and approvals.
The Proposed Transaction is structured as a three-cornered merger involving a newly incorporated Florida subsidiary of Immutable Holdings. The subsidiary is expected to merge with and into Gamebred, with Gamebred surviving as a wholly owned subsidiary of Immutable Holdings if the transaction is completed.
The aggregate consideration for holders of Gamebred Shares will consist of 312,500,000 Resulting Issuer Shares, subject to adjustments. The exact number issued per Gamebred Share will be determined using the Share Exchange Ratio described in the Definitive Agreement.
Before giving effect to the Concurrent Financing and subject to adjustments, existing Immutable Holdings shareholders are expected to hold approximately 23.9% of the Resulting Issuer Shares, while former Gamebred shareholders are expected to hold approximately 76.1%. The company states that these percentages are estimates and may change before closing.
Immutable Holdings’ outstanding stock options are expected to remain outstanding after closing with no change to their existing terms. The source states that Immutable Holdings currently has 4,166,100 stock options outstanding.
Immutable Holdings or Gamebred, or one of its affiliates, is expected to complete an equity financing before or concurrently with completion of the Proposed Transaction. The form, terms and amount are to be agreed by the parties and may be required to satisfy TSXV listing requirements, and completion of the financing is a condition to the Proposed Transaction.
Immutable Holdings advanced Gamebred a bridge loan with a principal amount of US$1,000,000 under a secured promissory note. The loan bears interest at a rate of equal to Daily Simple SOFR plus 6.0% per annum, is secured against Gamebred’s personal property, assets and undertakings, includes unlimited joint and several personal guarantees from Gamebred’s principal shareholders, and matures on December 31, 2026.
Gamebred intends to use the bridge loan proceeds for working capital and general business purposes. The source does not state a more specific allocation.
Gamebred is a combat sports promotion and media company focused on producing and promoting professional bare-knuckle mixed martial arts events. Its activities include live events, media rights, sponsorships and related commercial initiatives, and the company recently entered into a global media rights partnership with DAZN.
Immutable Holdings describes itself as a collection of businesses within the digital assets ecosystem. Its businesses and ventures have included asset management, NFTs, media and education, including Immutable Asset Management, NFT.com, Immutable Media, 1-800-Bitcoin and HBAR Labs.
Immutable Holdings intends to change its name to a name designated by Gamebred, subject to regulatory approval and the completion of required corporate procedures. Management of the Resulting Issuer is anticipated to include solely representatives of Gamebred.
Subject to TSXV approval, the board is expected to comprise five directors at closing. One director will be selected by Immutable Holdings and four will be selected by Gamebred.
Immutable Holdings’ subordinate voting shares currently trade under CBOE:HOLD and OTCQB:IHLDF. The company intends to delist its subordinate voting shares from Cboe and seek a listing for the Resulting Issuer Shares on the TSXV, subject to completion of the Proposed Transaction and applicable listing requirements.
Trading in Immutable Holdings Shares will be halted in compliance with Cboe policies and is expected to remain halted pending completion of the Proposed Transaction. The Resulting Issuer Shares are expected to commence trading on the TSXV following closing, subject to completion of the transaction and satisfaction of applicable listing requirements.
Completion remains subject to conditions including Gamebred’s conversion to a Florida Corporation, conditional TSXV approval for the Resulting Issuer Shares, completion of the Concurrent Financing, and all required corporate, regulatory and third-party approvals. The Proposed Transaction also remains subject to review and approval by Cboe, while the TSXV and Cboe must review and approve the proposed listing and delisting, respectively.