InspireSemi Announces Completion of Qualifying Transaction

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Shares anticipated to begin buying and selling on September 22, 2022

VANCOUVER, British Columbia and AUSTIN, Texas, Sept. 20, 2022 (GLOBE NEWSWIRE) — Inspire Semiconductor Holdings Inc. (TSXV: INSP) (“InspireSemi” or the “Company”), previously Greenfield Acquisition Corp. (“Greenfield”) (TSXV:GAC.P), is happy to announce that, additional to its information releases dated May 12, 2022 and August 17, 2022, it has accomplished its beforehand introduced merger (the “Transaction”) with Inspire Semiconductor, Inc. (“Inspire”), constituting its Qualifying Transaction (as outlined by Policy 2.4 of the TSX Venture Exchange).

The subordinate voting shares of the Company are anticipated to begin buying and selling on the TSX Venture Exchange (the “Exchange”) on or about September 22, 2022 beneath the ticker image “INSP”.

“Closing this transaction is a significant milestone for our organization,” stated Ron Van Dell, CEO of InspireSemi. “Together, our seasoned team has developed an innovative, accelerated computing solution for High Performance Computing (HPC), Artificial Intelligence (AI) and blockchain /cryptocurrency mining. We believe our second-generation accelerator solution will set new standards for high-performance, versatility and energy efficiency, and deliver a thriving open software ecosystem. Our listing on the TSX Venture Exchange will enable existing and new investors to participate in the Company’s future growth plans and technology innovations.”

The Transaction

Prior to the closing of the Transaction:

  1. the Company: (a) modified its title from “Greenfield Acquisition Corp.” to “Inspire Semiconductor Holdings Inc.”; (b) amended the rights and restrictions of the frequent shares of the Company and re-designated the issued and excellent frequent shares as “subordinate voting shares” (the “Subordinate Voting Shares”); (c) created a brand new class of shares within the capital of the Company designated as “proportionate voting shares” (the “Proportionate Voting Shares”); and (d) changed its current articles with new articles ((a)-(d) being collectively known as the “Company Amendments”); and
  2. Inspire: (a) transformed all of its excellent shares of Series A Preferred Stock, Series A-1 A Preferred Stock and Series A-2 Preferred Stock to frequent shares of Inspire; and (b) effected a share-split whereby every share of frequent inventory of Inspire (every, an “Inspire Share”) was exchanged for roughly 5.698 Inspire Shares.

The Company Amendments have been accredited on the annual common and particular assembly of the shareholders of the Company held on September 13, 2022 (the “Meeting”).

The Company acquired all of the issued and excellent securities of Inspire by a reverse-triangular merger of Greenfield, Greenfield Subco Inc., an entirely owned subsidiary of Greenfield, and Inspire beneath the Delaware General Corporate Law and Inspire turned a wholly-owned subsidiary of the Company.

The excellent Inspire Shares have been exchanged for an mixture of 31,006,913 Subordinate Voting Shares and 1,293,085.46 Proportionate Voting Shares. In addition the excellent inventory choices of Inspire have been exchanged for 19,684,238 economically equal inventory choices of the Company.

The Proportionate Voting Shares are usually not itemizing on the Exchange. Subject to sure situations, together with as described under, every Proportionate Voting Share is convertible into 100 (100) Subordinate Voting Shares.

The following desk units forth the absolutely diluted capitalization of the Company, after giving impact to the Transaction:

  Number of Securities Number of Underlying Resulting Issuer Subordinate Voting Shares Percentage of Resulting Issuer Subordinate Voting Shares
Subordinate Voting Shares 51,006,913 51,006,913 25.20%
Proportionate Voting Shares 1,293,085.46 129,308,546 63.88%
Options to buy Subordinate Voting Shares 21,684,238 21,684,238 10.71%
Warrants to buy Subordinate Voting Shares 400,000 400,000 0.20%
Total   202,399,697 100%

The reclassification of the Company’s frequent shares into Subordinate Voting Shares and the creation of the Proportionate Voting Shares in reference to the Transaction is for the aim of permitting the Company to keep up its standing as a “foreign private issuer” as decided in accordance with Rule 3b-4(c) beneath the United States’ Securities Exchange Act of 1934. The Proportionate Voting Shares are meant to reduce the proportion of the excellent voting securities of the Company which are held by “U.S. persons” for functions of figuring out whether or not the Company is a “foreign private issuer”. The holders of Proportionate Voting Shares are entitled to 1 vote in respect of every Subordinate Voting Share into which such Proportionate Voting Share might be transformed, and as such the Proportionate Voting Shares don’t essentially maintain voting rights which are superior to the holders of Subordinate Voting Shares, on an as transformed to Subordinate Voting Shares foundation. The rights of holders of Proportionate Voting Shares to transform such shares into Subordinate Voting Shares might be topic to the Company preserving “foreign private issuer” standing. The Proportionate Voting Shares is not going to be listed for buying and selling in any market and, as such, holders of Proportionate Voting Shares won’t be able to commerce their shares with out conversion.

Additional data concerning the Transaction may be discovered within the Company’s Filing Statement dated August 14, 2022 (the “Filing Statement”) which is filed on the Company’s SEDAR profile at www.sedar.com.

Board of Directors and Management of InspireSemi

Alexander Gray, James J. Hickman, Ron Van Dell, Mitchell Jacobson, Jeff R. Schneider and Muneeb Yusuf, will comprise the board of administrators of the Company. Mr. Yusuf was appointed by the brand new board of the Company instantly following closing of the Transaction, as was approved by the shareholders of Greenfield on the Meeting.

Biographies of every of the administrators and officers of the Company, apart from Mr. Yusuf may be discovered within the Filing Statement.

Mr. Yusuf is at the moment the Chief Legal Officer of League Inc., a technology-focused well being firm powering the digital transformation of healthcare. He has lately been acknowledged as a Leading Lawyer beneath the age of 40 by Lexpert Magazine and by Legal 500 for GC Powerlist Canada.

Previously, Mr. Yusuf was General Counsel of Dundee Agriculture, was General Counsel of Algoma Steel and previously an legal professional at Stikeman Elliott LLP. He holds a Juris Doctor from Osgoode Hall Law School, a Masters of Business Administration (finance specialization) from the Schulich School of Business and an Honors Bachelors of Science diploma from the University of Toronto. Mr. Yusuf has sat on the board of administrators of a quantity of private and non-private corporations and at the moment sits on the board of administrators United Nations Association Canada as Vice Chair.

Mr. Yusuf’s appointment to the board of administrators is topic to the approval of the Exchange.

Management of InspireSemi consists of Ron Van Dell, (Chief Executive Officer), Alexander Gray (President and Chief Technology Officer), John B. Kennedy (Chief Financial Officer), Jim O’Connor (Vice President Engineering), Thomas Fedorko (Vice President Operations), Doug Norton (Vice President Business Development) and Trevor Smith (Senior Director of Engineering).

Other Matters

Additionally, the Company introduced it has retained KCSA Strategic Communications (“KCSA”), a number one New York-based communications agency, to help the Company’s investor relations efforts within the United States. KCSA will make use of a complete communications program designed to extend consciousness of InspireSemi throughout the funding group. Since 1969, the agency has demonstrated strategic pondering and program execution that drives outcomes for its shoppers within the ever-changing communications and digital panorama.

For its providers supporting the Company’s investor relations efforts within the United States, KCSA will obtain US$10,000 per 30 days. The Company and Inspire entered into an settlement, as amended (the “Agreement”), with KCSA efficient August 1, 2022. The preliminary time period of the settlement is for six months following which the Agreement will proceed on a month-to-month foundation till terminated. The Company has the suitable to terminate the connection with KCSA on 30 days’ discover following the preliminary six month time period.

KCSA has agreed to adjust to all relevant securities legal guidelines and the insurance policies of the Exchange in offering the providers beneath the Agreement.

KCSA doesn’t have any curiosity in InspireSemi or its securities, or any proper or intent to accumulate such an curiosity. KCSA is at arm’s size to InspireSemi and has no different relationship with InspireSemi besides pursuant to the Agreement.

The Agreement is topic to the approval of the Exchange.

About InspireSemi

InspireSemi is devoted to delivering superior options for blockchain, HPC, AI, and different compute intensive purposes. Led by an achieved staff with a confirmed observe document, we’re at the moment growing our second-generation accelerator chip answer. It incorporates a versatile many-core processor structure with a longtime software program ecosystem and units new requirements of efficiency and vitality effectivity.

For extra data, go to https://inspiresemi.com/.

The Exchange has on no account handed upon the deserves of the Transaction and has neither accredited nor disapproved the contents of this press launch.

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that time period is outlined within the insurance policies of the TSX Venture Exchange) accepts duty for the adequacy or accuracy of this press launch.

This information launch doesn’t represent a proposal to promote, or a solicitation of a proposal to purchase, any securities within the United States. The Company’s securities haven’t been and won’t be registered beneath the United States Securities Act of 1933, as amended (the “U.S. Securities Act”) or any state securities legal guidelines and might not be provided or offered throughout the United States or to U.S. Persons until registered beneath the U.S. Securities Act and relevant state securities legal guidelines or an exemption from such registration is accessible.

Cautionary Statement Regarding Forward-Looking Information

This information launch incorporates statements which represent “forward-looking information” throughout the that means of relevant securities legal guidelines, together with statements concerning the plans, intentions, beliefs and present expectations of InspireSemi with respect to future business actions and working efficiency.

Often, however not at all times, forward-looking data may be recognized by the use of phrases resembling “plans”, “expects”, “is expected”, “budget”, “scheduled”, “estimates”, “forecasts”, “intends”, “anticipates”, or “believes” or variations (together with destructive variations) of such phrases and phrases, or statements fashioned sooner or later tense or indicating that sure actions, occasions or outcomes “may”, “could”, “would”, “might” or “will” (or different variations of the forgoing) be taken, happen, be achieved, or come to cross. Forward-looking data contains, however isn’t restricted to, data concerning: (i) the business plans and expectations of the Company; and (ii) expectations for different financial, business, and/or aggressive elements. Forward-looking data relies on at the moment accessible aggressive, monetary and financial knowledge and working plans, methods or beliefs as of the date of this information launch, however contain recognized and unknown dangers, uncertainties, assumptions and different elements that will trigger the precise outcomes, efficiency or achievements of InspireSemi, to be materially totally different from any future outcomes, efficiency or achievements expressed or implied by the forward-looking data. Such elements could also be based mostly on data at the moment accessible to InspireSemi, together with data obtained from third-party business analysts and different third-party sources, and are based mostly on administration’s present expectations or beliefs. Any and all forward-looking data contained on this information launch is expressly certified by this cautionary assertion.

Investors are cautioned that forward-looking data isn’t based mostly on historic info however as an alternative replicate InspireSemi’s administration’s expectations, estimates or projections regarding future outcomes or occasions based mostly on the opinions, assumptions and estimates of administration thought of affordable on the date the statements are made. Forward-looking data displays InspireSemi’s present beliefs and relies on data at the moment accessible to it and on assumptions it believes to be not unreasonable in gentle of all of the circumstances. In some cases, materials elements or assumptions are mentioned on this information launch in reference to statements containing forward-looking data. Such materials elements and assumptions embody, however are usually not restricted to: the affect of the COVID-19 pandemic on the Transaction or the corporate; the continued battle between Russia and Ukraine and any actions taken by different nations in response thereto, resembling sanctions or export controls; and anticipated and unanticipated prices and different elements referenced on this information launch and the Filing Statement, together with, however not restricted to, these set forth within the Filing Statement beneath the caption “Risk Factors”. Although the Company has tried to determine necessary elements that might trigger precise actions, occasions or outcomes to vary materially from these described in forward-looking data, there could also be different elements that trigger actions, occasions or outcomes to vary from these anticipated, estimated or meant. Forward-looking data contained herein is made as of the date of this information launch and, apart from as required by legislation, the Company disclaims any obligation to replace any forward-looking data, whether or not because of this of new data, future occasions or outcomes or in any other case. There may be no assurance that forward-looking data will show to be correct, as precise outcomes and future occasions may differ materially from these anticipated in such statements. Accordingly, readers shouldn’t place undue reliance on forward-looking data. Should a number of of these dangers or uncertainties materialize, or ought to assumptions underlying the forward-looking data show incorrect, precise outcomes could fluctuate materially from these described herein as meant, deliberate, anticipated, believed, estimated or anticipated.

For additional data, please contact:

Inspire Semiconductor Holdings Inc.
John Kennedy
Chief Financial Officer
jkennedy@inspiresemi.com

KCSA Strategic Communication
Investor Relations
Phil Carlson/Scott Eckstein
inspiresemi@kcsa.com



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