UPSTART INVESTMENTS INC. COMPLETES INITIAL PUBLIC OFFERING
MONTREAL, June 23, 2023 /CNW/ - UpStart Investments Inc. (the "Corporation" or "UpStart"), is pleased to announce that it has completed its initial public offering (the "Offering") of 2,611,000 common shares in the capital of the Corporation (each, a "Common Share") at a purchase price of $0.10 per Common Share by way of a prospectus filed on March 28, 2023 with the Autorité des Marchés Financiers and with the British Columbia, Alberta, and Ontario Securities Commission, for gross proceeds of $261,100.00. The Corporation's Shares are expected to commence trading as a Capital Pool Company on Tier 2 of the TSX Venture Exchange (the "TSXV") on or around June 29, 2023 under the symbol UPT.P.
The net proceeds of the Offering will be used by the Corporation to identify and evaluate assets or businesses for acquisition with a view to completing a Qualifying Transaction (as defined in Policy 2.4 – Capital Pool Companies of the TSXV (the "CPC Policy")). To date, the Corporation has not conducted operations of any kind and has not entered into an Agreement in Principle (as defined in the CPC Policy).
Leede Jones Gable Inc. (the "Agent") acted as lead agent in connection with the Offering. Pursuant to the Offering, the Corporation compensated the Agent as follows: (1) $26,110.00 cash commission, equal to ten percent (10.0%) of the gross proceeds raised from the Offering, (2) $15,000.00 corporate finance fee (plus applicable taxes), and (3) options to purchase up to 261,100 Common Shares of the Corporation (the "Agent's Options") were issued to the Agent and members of the Agent's selling group at a price of $0.10 per Common Share exercisable for a period of 60 months from the closing date of the Offering.
In addition, the Corporation granted to its directors and officers an aggregate of 225,000 stock options at an exercise price of $0.10 per Common Share for a period of 60 months from the closing date of the Offering.
As of the date hereof, the Corporation has 5,411,000 Common Shares issued and outstanding, of which 2,800,000 Common Shares are subject to escrow restrictions pursuant to the policies of the TSXV.
UpStart is designated as a Capital Pool Company under the CPC Policy of the TSXV. The Corporation has not commenced commercial operations and has no assets other than cash. The purpose of the Offering is to provide the Corporation with funds to identify and evaluate businesses or assets with a view to completing a Qualifying Transaction. Any proposed Qualifying Transaction must be approved by the TSXV and, in the case of a non-arm's length Qualifying Transaction, must also receive majority approval of the minority shareholders. Until the completion of a Qualifying Transaction, the Corporation will not carry on any business other than the identification and evaluation of businesses or assets with a view to completing a proposed Qualifying Transaction.
This news release does not constitute an offer to sell or a solicitation of an offer to sell any of the securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") or any state securities laws and may not be offered or sold within the United States or to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.
The information in this news release includes certain information and statements about management's view of future events, expectations, plans and prospects that constitute forward looking statements. These statements are based upon assumptions that are subject to significant risks and uncertainties. Because of these risks and uncertainties and as a result of a variety of factors, the actual results, expectations, achievements or performance may differ materially from those anticipated and indicated by these forward looking statements. Forward-looking statements in this news release include, but are not limited to, the Corporation's anticipated trading date on the TSXV and the ability of the Corporation to complete a Qualifying Transaction. Any number of factors could cause actual results to differ materially from these forward-looking statements as well as future results. Although the Corporation believes that the expectations reflected in forward looking statements are reasonable, it can give no assurances that the expectations of any forward looking statements will prove to be correct. Except as required by law, the Corporation disclaims any intention and assumes no obligation to update or revise any forward looking statements to reflect actual results, whether as a result of new information, future events, changes in assumptions, changes in factors affecting such forward looking statements or otherwise.
Neither the TSXV nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) accepts responsibility for the adequacy or accuracy of this release.
SOURCE UpStart Investments Inc.
Frank Gattinger, the Chief Financial Officer of the Corporation, [email protected]
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