MCC Arifmetika LLC cancelled the acquisition of Navigator Acquisition Corp. (TSXV:NAQ.P) in a reverse merger transaction.
Upon completion of the Transaction, the resulting issuer will hold 100% of the issued and outstanding securities of Arifmetika and it is anticipated that the resulting issuer will apply to list on the Toronto Stock Exchange, in addition to changing its name and trading symbol to a name and trading symbol acceptable to Arifmetika, receipt of the requisite audited and unaudited financial statements of Arifmetika, and the applicable regulatory authorities. The transaction requires approval from receipt by the British Columbia Securities Commission of the final Prospectus; (d) approval of the Transaction by the TSX-V as Navigator's qualifying transaction; and (e) approval of the Russian tax authorities. Upon completion of the Transaction, it is expected that certain current members of Navigator's board of directors and certain senior officers will resign, and the board of directors and management team and the resulting issuer will be reconstituted to comprise of five members to be nominated by Arifmetika and two members to be nominated by Navigator. Completion of the Transaction will be subject to certain conditions, including, but not limited to, (a) receipt of all necessary approvals of the boards of directors of Navigator and Arifmetika; (b) approval of the Transaction by the TSX-V as Navigator's qualifying transaction; (c) Arifmetika satisfying the initial listing requirements set by the Toronto Stock Exchange; and (d) the parties' entry into a definitive agreement in furtherance to LOI. Navigator is not required to obtain shareholder approval for the transaction. However, shareholder approval may be required in order to implement the proposed changes to the board of directors of the resulting issuer on closing of the transaction.
MCC Arifmetika LLC cancelled the acquisition of Navigator Acquisition Corp. (TSXV:NAQ.P) in a reverse merger transaction on July 10, 2022.