Amaya Big Sky Capital and Flight Food & Beverage Partners Join Forces
Amaya Big Sky Capital Corp. is thrilled to announce a groundbreaking partnership with Flight Food & Beverage Partners Inc. This collaboration, which centers around a definitive business combination agreement, is poised to make significant waves in the food and beverage sector. The transaction marks a pivotal move for Amaya (TSX-V: AMYA.P), a capital pool company, as it embarks on this journey toward establishment in the industry.
Understanding the Business Combination Agreement
At the heart of this agreement is a reverse takeover intended to solidify Amaya's position within the TSX Venture Exchange's framework. This transaction, referred to as the "Transaction," aligns with the provisions under Policy 2.4 of the exchange.
Key Aspects of the Agreement
The Definitive Agreement includes several vital components, all set to unfold prior to the completion of the Transaction. First and foremost, Amaya plans to consolidate its shares, streamlining its financial structure. This consolidation will result in one post-consolidation share for every 1.4675 shares currently in circulation.
In tandem, Flight Food will carry out a share subdivision, reframing its shareholder landscape for future growth. A critical element of this agreement is the concurrent financing, as Flight aims to secure a minimum of $2,000,000 through the issuance of subscription receipts. These will then convert into shares once specific conditions are met.
Magnitude of the Expected Capitalization
Once the Transaction is finalized, the resulting company will see its shares distributed as follows: former shareholders of Flight are slated to acquire approximately 70.1% of the shares, while existing shareholders of Amaya will hold about 11.2%. The concurrent financing subscribers will account for an additional 18.7% of the total share distribution. This adjusted ownership metrics will help to foster a more dynamic and robust financial structure.
Regulatory Hurdles and Requirements
The completion of this transaction hinges on thorough regulatory approvals, including satisfying the due diligence process, which is set to be completed by the end of January. Additionally, a comprehensive reconstitution of the company's board of directors is planned to reflect leadership changes aimed at enhancing operational effectiveness.
The board will see key players like Robert Meister as the Chief Executive Officer and Dana Sissons as the Chief Operating Officer, among others. These leadership changes are designed to usher in a new era of productivity and innovation for the resulting entity.
About Flight Food & Beverage Partners Inc.
Flight, a private entity launched under the Business Corporations Act, is dedicated to becoming a notable player in the food and beverage sector. With a well-defined strategy focused on acquiring and launching brands within this vibrant market space, Flight owns a craft beer brewery and has a portfolio enriched with investments in well-known food and beverage brands.
This acquisition strategy not only highlights Flight's ambition but also its commitment to delivering high-quality products to consumers. By establishing a scalable ecosystem, Flight aims to provide innovative beverages that resonate with diverse customer preferences.
About Amaya Big Sky Capital Corp.
Amaya Big Sky Capital Corp. is recognized as a capital pool company under the policies of the TSX-V, possessing no commercial operations and limited assets primarily in cash. This strategic maneuvering aims to leverage partnerships, fundamentally changing the company’s operational landscape.
Frequently Asked Questions
What is the purpose of the transaction between Amaya and Flight Food?
The transaction aims to establish a partnership that will enable Amaya to integrate and advance in the food and beverage market through a reverse takeover.
What will happen to the shares of both companies after the transaction?
Post-transaction, Flight shareholders will hold approximately 70.1% of the new company, while Amaya's shareholders will maintain about 11.2%.
When is the expected completion date for the transaction?
The transaction is contingent upon completing due diligence by the end of January, though no specific completion date is set yet.
Who will lead the new company formed from the transaction?
The newly combined company will have a restructured board, with Robert Meister as CEO and Dana Sissons as COO, among other key directors.
What is Flight's strategy within the beverage sector?
Flight aims to invest in and build strong brands while focusing on innovative and high-quality product offerings that appeal to a wide customer base.
