VANCOUVER BC – TheNewswire – May 6, 2022 – Meraki Acquisition One, Inc. (TSXV:MRKI.P) (the “Company”) is pleased to provide an update with respect to its proposed qualifying transaction (the “Transaction”) with Vaultex Pte. Ltd. (“Vaultex”) as announced in its news release dated April 8, 2022.  Pursuant to the non-binding terms of a letter of intent (the “LOI”) setting out the Transaction, the Company will acquire Vaultex through an arm’s length reverse takeover acquisition.  A binding commitment with respect to the matters referenced in the LOI will result only from the execution and delivery of a definitive agreement (the “Definitive Agreement”) and other Transaction documents.

Meraki announces that it and Vaultex are continuing discussions and progressing towards finalizing a transaction structure to be set out in the Definitive Agreement.  In the meantime, the parties have identified a fifth proposed director and a corporate secretary for the Company upon completion of the Transaction (the “Resulting Issuer”).

It is expected that on completion of the Transaction, the board of directors of the Resulting Issuer will be reconstituted to consist of five directors, four of whom were previously announced, with the fifth director expected to be Guan Seng Sim, who will serve as an independent director.  Mr. Guan Seng Sim has over 30 years of experience in accounting and auditing related fields.  He is currently a partner at Baker Tilly TFW LLP, a major accountancy firm in Singapore, where he was Managing Partner between 2010 and 2019.  Mr. Sim was a board member and audit committee chair of the Singapore Accountancy Commission from 2015 to 2021 and a board member and regional chair (Asia Pacific) of Baker Tilly International (from 2015 to 2020).  He is currently board chair and audit committee chair of Darco Water Technologies Limited, the lead independent director and audit committee chair of Sitra Holdings (International) Limited and Honorary Consul, Republic of Botswana.  Mr. Sim graduated from the National University of Singapore in 1983.

The management of the Resulting Issuer will consist of individuals appointed by Vaultex and to such positions as Vaultex may determine.  In addition to the proposed management as previously announced, Mark Gregory is expected to be appointed as Corporate Secretary.  Mr. Mark Gregory is a semi-retired lawyer and has counselled businesses in the protection of their intellectual property for over 25 years.  Mr. Gregory has been legal counsel to companies in Delaware and in China.  Also, Mr. Gregory was Vice-President of Business Development and a shareholder of PayAll Payment Systems, a pioneer in global payments.  Mr. Gregory has served on the Board of Reserve Trust, the only trust to have a master account with the US Federal Reserve, and also served as Secretary to the Board of Directors.  Mr. Gregory founded Bluewater Payments, LLC in 2019 which offers its customers creative payment solutions.  Mr. Gregory obtained his law degree at Delaware Law School of Widener University in 1994.

Trading of the Company’s listed shares on the TSX Venture Exchange (the “Exchange”) was halted at the request of the Company on April 8, 2022 in advance of the announcement on the LOI for the Transaction.  The closing price for the Company’s common shares was $0.20 per share when trading was halted.  It is expected that the trading halt will continue until completion of the Transaction.

Further Information

For further information, please see the prospectus of the Company dated January 28, 2022, filed on SEDAR or contact Joel Arberman, Chief Executive Officer at (516) 299-9092 or [email protected].

Notices

The securities referred to herein have not been, nor will they be, registered under the United States Securities Act of 1933, as amended, and may not be offered or sold in the United States or to, or for the account or benefit of, U.S. persons absent registration or an applicable exemption from the registration requirements.  This news release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any State in which such offer, solicitation or sale would be unlawful.

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

Completion of the Transaction is subject to a number of conditions, including but not limited to, Exchange acceptance and if applicable pursuant to Exchange requirements, majority of the minority shareholder approval. Where applicable, the Transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the Transaction will be completed as proposed or at all.

Investors are cautioned that, except as disclosed in the management information circular or filing statement to be prepared in connection with the Transaction, any information released or received with respect to the Transaction may not be accurate or complete and should not be relied upon. Trading in the securities of a capital pool company should be considered highly speculative.

The TSX Venture Exchange Inc. has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved the contents of this press release.

Information concerning Vaultex, including the proposed directors and officers of the Resulting Issuer and their biographies, has been provided to the Company by Vaultex for inclusion in this news release.

Caution Regarding Forward Looking Information

The information set forth in this news release includes forward-looking statements under applicable securities laws.  Forward-looking statements are statements that relate to future, not past, events.  In this context, forward-looking statements often address expected future events, plans, prospects, business and financial performance, and often contain words such as “anticipate”, “believe”, “plan”, “estimate”, “expect”, and “intend”, statements that an action or event “may”, “might”, “could”, “should”, or “will” be taken or occur, or other similar expressions.  All statements, other than statements of historical fact, included herein are forward-looking statements, including, without limitation, statements regarding the Transaction, including, without limitation, the Definitive Agreement, the changes to the board and management, and Exchange acceptance.  By their nature, forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause the actual results, performance or achievements, or other future events, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements.  Such factors include, among others, the following risks: failure to negotiate and settle a binding Definitive Agreement, failure to satisfy all conditions precedent to the Transaction and the additional risks identified in the Company filings with the TSX Venture Exchange and applicable Canadian securities regulators.  Forward-looking statements are made based on the Company or Vaultex’s management’s respective beliefs, estimates and opinions on the date that statements are made and the respective companies undertakes no obligation to update forward-looking statements if these beliefs, estimates and opinions or other circumstances should change, except as required by applicable securities laws.  Investors are cautioned against attributing undue reliance, importance or certainty to forward-looking statements.

 

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