BeyondChipz LLC signed a letter of intent to acquire Tup Capital Inc. (TSXV:TUP.P) for CAD 6.9 million in a reverse merger transaction on November 4, 2021. Prior to the closing, it is expected that the issued and outstanding Tup Shares will be consolidated on the approximate basis of one post-consolidation TUP share for each 2.3 pre-consolidation Tup shares. Under the terms of the transaction, Tup will issue such number of post-consolidation Tup shares to the holders of BeyondChipz shareholders as have an aggregate value of CAD 14 million based on a deemed price of CAD 0.35 per post-consolidation Tup share. Prior to the closing, Tup is expected to undertake a private placement for aggregate gross proceeds of up to CAD 4 million. Upon completion of the transaction, the Resulting Issuer will change its name to “BeyondChipz Inc.”, or such other name as may be determined by Tup and BeyondChipz.

At the closing, it is anticipated that all current officers of Tup will resign and be replaced by nominees of BeyondChipz. The Board of Directors of the Resulting Issuer will consist of at least five directors, two of whom are expected to be Paul Barbeau and Michael Labiak, who are current directors of Tup, and three of whom are expected to be Richard J. Galdi, Laith Yaldoo and Mark Sheena, who are nominees of BeyondChipz.

Completion of the transaction will be subject to various conditions, including: the parties entering into a definitive agreement; the parties obtaining all required directors', shareholders', regulatory and third-party consents for the transaction, including the conditional approval of the exchange; completion of the private placement and completion of the consolidation of the shares.