GREENFIELD ACQUISITION CORP. Announces Execution of Business Combination Agreement
Vancouver, B.C. – TheNewswire – May 12, 2022. Greenfield Acquisition Corp. (“Greenfield”) (TSXV:GAC.P) is pleased to announce that, further to its news release dated November 26, 2021, it has entered into a definitive merger agreement (the “Merger Agreement”) dated May 10, 2022 with Inspire Semiconductor, Inc. (“Inspire”) and Greenfield Subco Inc. (“Greenfield Subco”), a wholly-owned subsidiary of Greenfield incorporated pursuant to the provisions of the Delaware General Corporation Law (the “DGCL”), all in connection with a proposed reverse-triangular merger of Greenfield, Greenfield Subco and Inspire under the DGCL, which transaction (the “Transaction”) is intended to constitute Greenfield’s Qualifying Transaction (within the meaning of Policy 2.4 – Capital Pool Companies of the TSX Venture Exchange (the “Exchange”).
The Merger Agreement contemplates, among other things, (a) the amendment of the articles of Greenfield (the “Greenfield Share Amendment”) providing for (i) the creation of a new class of proportionate voting shares of Greenfield and (ii) the re-designation of Greenfield’s issued and outstanding common shares as subordinate voting shares; (b) the name change (the “GreenfieldName Change”) of Greenfield to “Inspire Semiconductor Holdings Inc.” (the “Resulting Issuer”); (c) the conversion (the “Inspire Share Conversion”) of the issued and outstanding Series A Preferred Stock in the capital of Inspire (the “Inspire Class A Shares”) and the Series A-1 Preferred Stock (the “Inspire Class A-1 Shares” and together with the Inspire Class A Shares, the “Inspire Pre-Conversion Shares”) in the capital of the Inspire to common shares of Inspire (the “Inspire Shares”) on a 1:1 basis; (d) the stock split (the “Inspire Stock Split”) of the Inspire Shares, whereby each issued and outstanding pre-Inspire Stock Split Inspire Share will be exchanged for approximately 6.06 post-Inspire Stock Split Inspire Shares; (e) the merger (the “Merger”) of Inspire and Greenfield Subco pursuant to the DGCL to form “Inspire Semiconductor, Inc.” (“Inspire Subco”), a wholly-owned subsidiary of the Resulting Issuer; (f) the exchange of all post-Inspire Share Conversion and post-Inspire Stock Split Inspire Shares issued and outstanding immediately prior to the Merger for subordinate voting shares (“Resulting Issuer SV Shares”) and proportionate voting shares (“Resulting Issuer PV Shares” and together with the Resulting Issuer SV Shares, the “Resulting Issuer Shares”) of the Resulting Issuer on the basis of one (1) Resulting Issuer SV Share or 0.01 Resulting Issuer PV Shares for each one (1) Inspire Share, as applicable.
After giving effect to the Transaction, it is expected that the Resulting Issuer will carry on the business of Inspire and the shareholders of Inspire (“Inspire Shareholders”) will collectively exercise control over the Resulting Issuer. Completion of the Transaction is subject to, among other things, receipt of all necessary regulatory and shareholder approvals. It is expected that upon completion of the Transaction, the Resulting Issuer will be listed as a Tier 2 Technology Issuer on the Exchange.
The Merger Agreement
The Merger Agreement requires that the following conditions precedent be met prior to the closing of the Merger (the “Effective Time”): (a) acceptance by the Exchange and receipt of other applicable regulatory approvals; (b) receipt of the requisite approvals of the shareholders of Greenfield (the “Greenfield Shareholders”) with respect to (i) the Transaction (pursuant to the rules of MI 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”)), (ii) the Greenfield Name Change, (iii) the Greenfield Share Amendment, (iv) the election of directors of the Resulting Issuer following the Effective Time as agreed between Inspire and Greenfield (the “Director Appointments”) and (iv) the adoption of a new equity incentive plan (the “Equity Incentive Plan”) of the Resulting Issuer; (c) receipt of the requisite approvals of the Inspire Shareholders with respect to (i) the Merger, (ii) the Inspire Share Conversion and (iii) the Inspire Stock Split; and (d) no Material Adverse Effect (as defined in the Merger Agreement) with respect to Inspire, Greenfield or Greenfield Subco having occurred between the date of entering into the Merger Agreement and the Effective Time. There can be no assurance that the Transaction will be completed as proposed or at all.
If all conditions to the implementation of the Transaction have been satisfied or waived, Greenfield and Inspire will carry out the Transaction. Pursuant to the terms of the Transaction, it is expected that the following security conversions, exercises and issuances will occur among Greenfield, Inspire and the securityholders of Inspire at or prior to the Effective Time:
a. each Inspire Share issued and outstanding immediately prior to the Effective Time (on a post-Inspire Share Conversion and post-Inspire Stock Split basis) that is held by an Inspire Shareholder who is not a United States resident shall be exchanged for one (1) fully paid and non-assessable Resulting Issuer SV Share;
b. each Inspire Share issued and outstanding immediately prior to the Effective Time (on a post–Inspire Share Conversion and post-Inspire Stock Split basis) that is held by an Inspire Shareholder who is a United States resident shall be exchanged for 0.01 fully paid and non-assessable Resulting Issuer PV Shares;
c. each share of common stock of Greenfield Subco (each, a “Subco Share”) outstanding immediately prior to the Effective Time shall be exchanged for one (1) share of common stock of Inspire Subco (each, an “Inspire Subco Share”);
d. each option (“Inspire Option”) to purchase Inspire Shares outstanding immediately prior to the Effective Time (on a post–Inspire Share Conversion and Inspire Stock Split basis) shall be assumed by the Resulting Issuer and exchanged for one (1) Resulting Issuer SV Share purchase option (a “Resulting Issuer Option”) with an exercise price per Resulting Issuer SV Share equal to the exercise price per Inspire Share of such Inspire Option (as adjusted in connection with the Inspire Stock Split) immediately prior to the Effective Time and each Resulting Issuer Option shall continue to be governed by the same terms and conditions (including vesting and exercisability terms) as were applicable to the corresponding former Inspire Option immediately prior to the Effective Time; and
e. Inspire Subco shall issue Inspire Subco Shares to the Resulting Issuer as consideration for the issuance by the Resulting Issuer of Resulting Issuer Shares.
On a post-Inspire Share Conversion and Inspire Stock Split basis, it is currently anticipated that there will be approximately 158,141,787 Inspire Shares and 21,857,899 Inspire Options issued and outstanding immediately prior to the Effective Time. The value of the consideration for the Inspire Shares pursuant to the Transaction is C$17,395,596.57.
It is currently anticipated that at the Effective Time: (i) the holders of Greenfield Shares will hold approximately 11.23% of the issued and outstanding Resulting Issuer Shares; and (ii) the holders of Inspire Shares immediately prior to the Effective Time will hold approximately 88.78% of the issued and outstanding Resulting Issuer Shares.
The Transaction is being completed at deemed transaction price of C$0.11 per Greenfield Share.
The Resulting Issuer PVS are being proposed in order to minimize the proportion of the outstanding voting securities of the Resulting Issuer that are held by “U.S. persons” for purposes of determining whether the Resulting Issuer is a “foreign private issuer” for purposes of United States securities laws. The Resulting Issuer PVS will be entitled to one vote in respect of each Resulting Issuer SVS into which such Resulting Issuer PVS may be converted. As more particularly described below, it is currently anticipated that, pursuant to the Transaction, Inspire Shares held by US residents will be exchanged for Resulting Issuer PVS on a 100:1 basis, with each such Resulting Issuer PVS being convertible at the option of the holder into one hundred (100) Resulting Issuer SVS and being entitled to one hundred (100) votes per share at meetings of the shareholders of the Resulting Issuer. Accordingly, the Resulting Issuer PVS and Resulting Issuer SVS will be economically equivalent on an as converted to Resulting Issuer SVS basis. Only the Resulting Issuer SVS are proposed to be listed on the Exchange.
Arm’s Length Transaction and Protection of Minority Security Holders
Luis H. Goyzueta, director of Greenfield, is the beneficial owner of approximately 3.33% of the issued and outstanding Inspire Shares at the date of this news release. Viktorija Simulynaite, Vice President of Greenfield, is the beneficial owner of approximately 4.68% of the issued and outstanding Inspire Shares at the date of this release. Karl Bagga, director of Greenfield, is the beneficial owner of less than 0.01% of the issued and outstanding Inspire Shares at the date of this release.
It is not expected that shareholder approval will be required with respect to the Transaction under the rules and policies of the Exchange applicable to capital pool companies, because the Transaction does not constitute a “Non-Arm’s Length Qualifying Transaction” pursuant to the Exchange Policy 2.4.
The Transaction will, however, be a “related party transaction” pursuant to the provisions of MI 61-101, as related parties of Greenfield will receive Resulting Issuer Shares in connection with the Transaction. The Transaction is exempt from the formal valuation requirement of MI 61-101 pursuant to section 5.5(b) of MI 61-101, as the Greenfield Shares are not listed on any of the markets stated therein. However, as the value of the consideration to be received by related parties exceeds 25% of Greenfield’s current market capitalization, disinterested shareholder approval for the Transaction will be required.
To that end, Greenfield will seek the approval of the Transaction by a majority of the votes cast by disinterested shareholders of Greenfield at the Greenfield Meeting (excluding the votes cast by persons whose votes may not be included in determining minority approval of a “related party transaction” pursuant to MI 61-101).
Additional details of the Transaction, as required by MI 61-101, will be described in the Greenfield Circular to be filed on SEDAR and mailed to Greenfield Shareholders in connection with the Greenfield Meeting which is expected to be held in the second quarter of 2022.
Inspire is a privately held corporation that was formed in March 2020 under the Delaware General Corporation Law and has its head office and operations in Austin, Texas, USA.
Inspire is dedicated to delivering superior solutions for blockchain, high performance computing, artificial intelligence, and other compute-intensive applications. Led by an accomplished team with a proven track record, Inspire is currently developing its second-generation “Thunderbird” accelerator solution, which is expected to ship in early 2022. The solution features a versatile, many-core processor architecture with an established software ecosystem and is expected to set new standards of performance, energy efficiency, ease of programming, agility, and bottom line value.
The Thunderbird accelerated computing architecture is based on an array of thousands of custom-designed 64-bit RISC-V CPU cores, tightly integrated with memory and a proprietary high speed mesh network fabric that removes crucial bottlenecks. Seamless arrays of hundreds of chips can be constructed, approaching one million cores. The open and developer-friendly CPU programming model eliminates vendor lock-in and greatly simplifies software development, QA, and maintenance, since there is no need to support multiple and often proprietary software stacks.
Upon the closing of the Transaction, it is expected that no other person will own, direct, or control, directly or indirectly, 10% or more of the issued and outstanding Resulting Issuer Shares other than as disclosed below:
|Name of Shareholder||Nature of Ownership||Number of Resulting Issuer Shares||Percentage of Issued and Outstanding – Non-Diluted||Percentage of Issued and Outstanding – Fully Diluted(1)|
(1) Includes 3,031,394 Resulting Issuer Options held by Alexander Gray.
Summary of Financial Information for Inspire
The following table sets forth selected unaudited historical financial information for Inspire for the financial years ended December 31, 2020 and December 31, 2021. The financial information has been prepared in accordance with International Financial Reporting Standards.
|Income Statement Data
|Year Ended 2021
|Year Ended 2020
|Total Operating Expenses||$3,904,926||$1,591,810|
|Net Loss Before Income Tax Expense||$(4,926,517)||$(1,769,990)|
|Statement of Financial Position
December 31, 2021(unaudited)
December 31, 2020(unaudited)
|Working Capital (Deficiency)||$3,734,278||$(2,113,583)|
The financial statements of Inspire for the years ended December 31, 2020 and December 31, 2021 are currently undergoing audit, and the audited financial statements will be included in the filing statement to be prepared in respect of the transaction and filed on Greenfield’s profile on SEDAR.
From July 2021 to May 2022, Inspire raised approximately $9,999,000 by issuing shares of its Series A Preferred Stock (on a pre-Inspire Share Conversion and pre-Inspire Stock Split basis). In connection with the issuance of its Series A Preferred Stock, Inspire also converted approximately $2,801,425 in outstanding convertible indebtedness into shares of its Series A-1 Preferred Stock (on a pre-Inspire Share Conversion and pre-Inspire Stock Split basis).
Proposed Directors and Senior Management Team
Upon the closing of the Transaction, it is anticipated that Alexander Gray, James J. Hickman, David W. Smalley and William R. Van Dell and up to two (2) additional independent directors will comprise the board of directors of the Resulting Issuer. It is also anticipated that the new senior management team of the Resulting Issuer will be comprised of James Hickman (Executive Chairman), William R. Van Dell (Interim Chief Executive Officer, John B. Kennedy (Chief Financial Officer), Alexander Gray (President and Chief Technology Officer), and Andrew T. Hunter (Corporate Secretary).
The following are brief resumes of the currently proposed directors and senior officers of the Resulting Issuer following the Transaction:
James J. Hickman – Director and Executive Chairman
Mr. Hickman graduated from the United States Military Academy at West Point and served for several years as a US Army Intelligence Officer. Following his military duty, James began a diverse and extensive business career across a variety of industries including finance, technology, retail, agriculture, publishing, and real estate. He is the founder and managing director of Strategic Bank International, a licensed financial institution based in the US territory of Puerto Rico.
Mr. Hickman also founded Agricultural Land Corporation, a leading agribusiness based in South America. James was formerly Chairman of the Board of the Australian Securities Exchange-listed US Residential Limited. In addition to his Bachelor of Science degree in Mathematics, he also holds a Master’s Degree in Accounting from the University of Texas at Dallas.
William R. Van Dell – Interim Chief Executive Officer and Director
Mr. Van Dell has 40 years of experience and an exceptional track record of success and proven leadership skills in early-stage, turn-around and established businesses. He is the former CEO of Primarion, Inc., SolarBridge Technologies, Inc. and several other semiconductor and hardware start-ups. He has deep experience in organization design and development, corporate/competitive strategy, international business & global accounts, technology road maps, and business development. He has played key roles in industry-leading category development and technology substitutions across power, communications, computing and renewable energy segments. Mr. Van Dell earned his Bachelor of Science in Electrical Engineering with honors from Michigan Technological University.
John B. Kennedy – Chief Financial Officer
Mr. Kennedy has over 30 years of experience in finance and administration, with a strong focus in venture-backed startup and growth stage companies. Most recently, he served as CFO of TriLumina, a leading illumination solution technology company. Prior to TriLumina, Mr. Kennedy was CFO of Sprocket Media, Inc. and SolarBridge Technologies, Inc., a start-up solar micro-inverter company, and VP of Finance and Administration for Primarion, Inc., a leading mixed signal digital power semiconductor company acquired by Infineon Technologies. Prior to Primarion, Mr. Kennedy was Director of Finance for publicly traded ValueClick, Inc. (now Conversant (CNVR:NASDAQ)), where he headed up worldwide Sarbanes-Oxley activities and participated in multiple acquisitions. Mr. Kennedy also held a senior finance role with GameTek, Inc., which went public on NASDAQ. Mr. Kennedy began his career with KPMG LLP. Mr. Kennedy holds a Bachelor of Science in Accounting and Finance from Elmira College in New York.
Alexander Gray – President, Chief Technology Officer and Director
Mr. Gray is the founder of Inspire and inventor of its processor architecture. He is a versatile technical leader skilled in most areas of electronic design, and across other engineering disciplines. He previously founded CryptoCore Intellectual Holdings LLC, the predecessor to Inspire, and Gray Global Enterprises LLC, a lab equipment supplier. He has over a decade of design engineering experience with companies including SunPower Corporation and SolarBridge Technologies. He earned his BS in Electrical Engineering from University of Illinois at Urbana-Champaign at age 20. He holds nine patents.
David W. Smalley – Director
Mr. Smalley is the principal of David Smalley Law Company where he practices corporate and securities law, prior to which he was a partner at Fraser and Company LLP in Vancouver, BC. He was called to the bar of the Law Society of British Columbia in 1989. Mr. Smalley earned a Bachelor of Laws degree from the University of British Columbia in 1988 and a Bachelor of Arts degree from the University of Victoria in 1985.
Mr. Smalley has been an officer and director of numerous public companies over the last 20 years as well as serving as chair of numerous audit and governance committees. Mr. Smalley was one of the founders of Canaco Resources (now Orca Gold Corp.) and was a director and chair of the audit committee of Scorpio Gold Company until November 2017. He currently serves as a Chairman and Director of Fabled Silver Gold Corp., listed on the Exchange and Fabled Copper Corp. listed on the Canadian Securities Exchange. He also serves as a director of MiMedia Holdings Inc. which is listed on the Exchange.
Andrew T. Hunter – Corporate Secretary
Mr. Hunter is a non-practicing Scottish solicitor who obtained his L.L.B. from the University of Dundee in 2006 and his LLM in Professional Legal Practice from the University of Strathclyde in 2013. Mr. Hunter has 4 years experience of private practice in Scotland and has worked as a corporate and securities paralegal since moving to Canada in 2015. He is currently an Articling Student seeking to be called to the bar in British Columbia. He has experience in all manner of corporate and securities law issues and in conducting effective corporate governance procedures.
Mr. Hunter is currently corporate secretary of Fabled Silver Gold Corp. and Fabled Copper Corp.. He was previously Corporate Secretary of Ponderous Panda Capital Corp. (now Wildpack Beverage Inc.) and Efficacious Elk Capital Corp. (now MiMedia Holdings Inc.) each of which was listed on the Exchange as a Capital Pool Company, as well as various privately held, mining and bio-tech companies.
Sponsorship in the context of a Qualifying Transaction is required by the Exchange unless exempt in accordance with Exchange Policy 2.2. Greenfield will seek a waiver from the Exchange’s sponsorship requirements if no exemption is available in accordance with Exchange Policy 2.2. There is no guarantee that Greenfield will obtain a waiver if sought from the Exchange’s sponsorship requirements.
Greenfield will provide further details in respect of the Transaction in due course by way of a subsequent news release, however, Greenfield will make available to the Exchange, all information, including financial information, as may be requested or required by the Exchange.
For further information, please contact:
|Inspire Semiconductor, Inc.
Chief Financial Officer
Greenfield Acquisition Corp.
All information contained in this news release with respect to Greenfield and Inspire was supplied by the respective party, for inclusion herein, without independent review by the other party, and each party and its directors and officers have relied on the other party for any information concerning the other party.
Completion of the Transaction is subject to a number of conditions, including but not limited to, Exchange acceptance and, if applicable disinterested 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 of Greenfieldor the Disclosure Document (as defined under Exchange Policy 2.4 – Capital Pool Companies) to be prepared in connection with the Qualifying Transaction (the “Filing Document”), 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 the Resulting Issuer should be considered highly speculative.
The Exchange has not in any way passed upon the merits of the proposed Transaction and has neither approved nor disapproved the contents of this news release.
Neither the Exchange nor its Regulation Services Provider (as that term is defined in the policies of the Exchange) accepts responsibility for the adequacy or accuracy of this release.
This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”) or any state securities laws and may not be offered or sold within the United States or to U.S. persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.
Cautionary Statement Regarding Forward Looking Information
This news release contains statements which constitute “forward-looking information” within the meaning of applicable securities laws, including statements regarding the plans, intentions, beliefs and current expectations of Greenfield and Inspire with respect to future business activities and operating performance.
Often, but not always, forward-looking information can be identified by the use of words such as “plans”, “expects”, “is expected”, “budget”, “scheduled”, “estimates”, “forecasts”, “intends”, “anticipates”, or “believes” or variations (including negative variations) of such words and phrases, or statements formed in the future tense or indicating that certain actions, events or results “may”, “could”, “would”, “might” or “will” (or other variations of the forgoing) be taken, occur, be achieved, or come to pass. Forward-looking information includes information regarding: (i) expectations regarding whether the Transaction will be consummated, including whether conditions to the consummation of the Transaction will be satisfied including, but not limited to, the necessary regulatory approvals and the timing associated with obtaining such approvals, if at all; (ii) the business plans and expectations of the Resulting Issuer; and (iii) expectations for other economic, business, and/or competitive factors. Forward-looking information is based on currently available competitive, financial and economic data and operating plans, strategies or beliefs as of the date of this news release, but involve known and unknown risks, uncertainties, assumptions and other factors that may cause the actual results, performance or achievements of Inspire, Greenfield or the Resulting Issuer, as applicable, to be materially different from any future results, performance or achievements expressed or implied by the forward-looking information. Such factors may be based on information currently available to Inspire, Greenfield and the Resulting Issuer, including information obtained from third-party industry analysts and other third-party sources, and are based on management’s current expectations or beliefs. Any and all forward-looking information contained in this news release is expressly qualified by this cautionary statement.
Investors are cautioned that forward-looking information is not based on historical facts but instead reflect Inspire and Greenfield’srespective management’s expectations, estimates or projections concerning future results or events based on the opinions, assumptions and estimates of management considered reasonable at the date the statements are made. Forward-looking information reflects Inspire’s current beliefs and is based on information currently available to Inspire and Greenfield and on assumptions it believes to be not unreasonable in light of all of the circumstances. In some instances, material factors or assumptions are discussed in this news release in connection with statements containing forward-looking information. Such material factors and assumptions include, but are not limited to: the impact of the COVID-19 pandemic on the Transaction, Inspire, Greenfield or the Resulting Issuer; completion of the Merger; satisfying the conditions precedent and covenants in the Merger Agreement; satisfying the requirements of the Exchange with respect to the Transaction; meeting the minimum listing requirements of the Exchange, and anticipated and unanticipated costs and other factors referenced in this news release and the Filing Document, including, but not limited to, those set forth in the Filing Document under the caption “Risk Factors”. Although Inspire and Greenfield have attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking information, there may be other factors that cause actions, events or results to differ from those anticipated, estimated or intended. Forward-looking information contained herein is made as of the date of this news release and, other than as required by law, Inspire and Greenfield disclaim any obligation to update any forward-looking information, whether as a result of new information, future events or results or otherwise. There can be no assurance that forward-looking information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking information.
Should one or more of these risks or uncertainties materialize, or should assumptions underlying the forward-looking information prove incorrect, actual results may vary materially from those described herein as intended, planned, anticipated, believed, estimated or expected. Although Inspire and Greenfield have attempted to identify important risks, uncertainties and factors which could cause actual results to differ materially, there may be others that cause results not to be as anticipated, estimated or intended. Inspire and Greenfield do not intend, and do not assume any obligation, to update this forward-looking information except as otherwise required by applicable law.