Immutable Holdings Inc. (CBOE: HOLD) has entered into a definitive agreement with Gamebred FC, LLC, to facilitate a reverse takeover transaction. The deal aims to list the resulting issuer on the TSX Venture Exchange (TSXV), replacing Immutable's current listing on Cboe Canada.

Transaction structure and ownership

The proposed transaction will be executed through a three-cornered merger involving Newco, a newly incorporated Florida subsidiary of Immutable. Newco will merge with and into Gamebred under the Florida Business Corporation Act, with Gamebred surviving as a wholly owned subsidiary of Immutable. Following completion, Immutable is expected to continue as the resulting issuer and carry on the business currently conducted by Gamebred.

The aggregate consideration payable to holders of Gamebred shares consists of 312,500,000 resulting issuer shares. Based on current outstanding shares, existing shareholders of Immutable are expected to hold approximately 23.9% of the resulting issuer shares, while former shareholders of Gamebred will hold approximately 76.1%. These percentages are estimates prior to giving effect to a concurrent financing and subject to adjustments.

Bridge loan and concurrent financing

In connection with the execution of the definitive agreement, Immutable advanced a bridge loan in the principal amount of US$1,000,000 to Gamebred. The loan is secured by a general security agreement granting a security interest in all personal property and assets of Gamebred, as well as unlimited joint and several personal guarantees from principal shareholders. The bridge loan bears interest at Daily Simple SOFR plus 6.0% per annum and matures on December 31, 2026. Gamebred intends to use the proceeds for working capital and general business purposes.

Prior to or concurrently with the completion of the transaction, Immutable or Gamebred is expected to complete an equity financing to satisfy TSXV listing requirements. Completion of this concurrent financing is a condition to closing the proposed transaction.

Governance and regulatory conditions

Upon completion, management of the resulting issuer will consist solely of representatives from Gamebred. The board of directors is expected to comprise five directors, with one selected by Immutable and four by Gamebred, subject to TSXV approval. Immutable intends to change its name to one designated by Gamebred.

The transaction remains subject to several conditions, including:

• Receipt of conditional approval from the TSXV for the listing of resulting issuer shares.
• Delisting of Immutable subordinate voting shares from Cboe.
• Completion of the concurrent financing.
• Receipt of all required corporate, regulatory, and third-party approvals.

Trading in Immutable shares has been halted in compliance with Cboe policies and is expected to remain halted pending completion of the transaction. The resulting issuer shares are expected to commence trading on the TSXV following closing.

About Gamebred FC

Gamebred is a combat sports promotion and media company focused on professional bare-knuckle mixed martial arts events. Founded by UFC legend Jorge Masvidal, the company combines bare-knuckle fighting with Unified Rules of Mixed Martial Arts. Gamebred recently entered into a global media rights partnership with DAZN to expand its international reach.