Parvis Invest Inc. completed the acquisition of Gravitas II Capital Corp. (TSXV:GII.P) in a reverse merger transaction.
Post closing, Gravitas shall change its name to Parvis Invest Inc., or such other name to be determined by the corporation and as may be acceptable to the TSXV and regulatory authorities. Concurrently with the closing of the transaction, the Resulting Issuer will carry on the business of Parvis and the Board of Directors of the Resulting Issuer will comprise of up to seven directors as follows: David Michaud, Jas Bagry, Conan Graham, Drew Green, Kia Besharat, and two remaining independent directors to be appointed by Parvis. Post closing, following individuals are expected to be directors or senior officers of the Resulting Issuer: David Michaud Chief Executive Officer and Director; Jas Bagry Chief Financial Officer, Corporate Secretary and Director; Conan Graham Chief Operating Officer and Director; Drew Green Chairman and Director; and Kia Besharat - Director. Upon completion of the transaction, it is anticipated that certain directors and officers of Gravitas II will resign.
The transaction is subject to parties entering into a definitive agreement, obtaining all necessary board, Parvis shareholder, third party and regulatory approvals, including TSXV approval, completion of a brokered private placement, Gravitas II having a cash balance of at least CAD 3.15 million at the closing date, dissent rights having not been exercised by shareholders of Parvis holding more than 5% of the outstanding common shares, consummation of due diligence, Gravitas shareholder approval for, among other things, the Omnibus Equity Plan, the Board Size Increase and election of the Board Nominees and other customary closing conditions. Gravitas shareholder approval is not currently anticipated for this transaction, as it is not a Non-Arm's Length Qualifying Transaction. The transaction received approval from the shareholders of Parvis at the shareholders meeting held on February 24, 2023. As of March 1, 2023, the TSX Venture Exchange Inc. (the "Exchange") has conditionally approved the Transaction and the listing of the common shares of Gravitas II, following closing of the transaction. The transaction is expected to complete on or before August 1, 2023. As of March 1, 2023, the transaction is expected to close on March 3, 2023. Andrew Elbaz of Minden Gross LLP acted as legal advisor to Parvis. TSX Trust Company acted as transfer agent to Gravitas II Capital.
Parvis Invest Inc. completed the acquisition of Gravitas II Capital Corp. (TSXV:GII.P) in a reverse merger transaction on March 3, 2023.