Pond Technologies to Acquire Find Familiar Spirits in Reverse Takeover Transaction

Pond Technologies Holdings Inc. has entered into a non-binding letter of intent with U.S.-based Find Familiar Spirits, LLC for a proposed reverse takeover transaction. The agreement, dated October 27, 2025, would see Pond acquire all outstanding securities of FFS in exchange for Pond common shares, resulting in the fan-focused spirits company becoming a publicly traded entity on the TSX Venture Exchange, U.S. over-the-counter markets, and the Frankfurt exchange in Germany.

Find Familiar Spirits, founded by actor Matthew Lillard, screenwriter Justin Ware, and Blue Run Spirits co-founder Tim Sparapani, creates spirits experiences for dedicated enthusiast markets. The company's first brand, Quest's End Whiskey, targeted fantasy and gaming fans and sold over 57,000 bottles at super-premium prices within two years. Their second brand, Macabre Spirits, launched in September 2024 with a sotol and novella written by horror master Mike Flanagan. FFS has also collaborated with external partners including roleplaying company Critical Role and horror-themed metal band Ice Nine Kills. Additional information about the company can be found at https://www.findfamiliarspirits.com.

Justin Ware, Co-CEO of FFS, emphasized the company's community-focused approach, stating that being publicly traded in Canada represents the perfect next step for expanding their community and company growth. The transaction would enable FFS to continue serving existing customers while expanding into new geographic markets and additional fan communities.

As part of the proposed transaction, Pond's existing algae technology business will be spun out into a privately held company. Pond, which develops photobioreactors for microalgae cultivation and sells products under its Regenurex brand at https://www.regenurex.com, will transfer its current operations and assets to this new entity. The company's technology platform, detailed at https://www.pondtech.com, utilizes artificial intelligence, LED lights, and patented CO2 management systems.

Grant Smith, CEO of Pond, expressed excitement about bringing what he described as a fast-growing and innovative spirits company to Canadian public markets. He stated that after reviewing strategic alternatives, the board and management believe this transaction will maximize shareholder value and create a dynamic entity poised for success.

The proposed transaction includes several key conditions and components. Prior to closing, Pond will undertake a 30-for-1 share consolidation subject to shareholder approval. The parties also plan to complete a concurrent financing round raising between $2 million and $4 million to advance FFS's business and provide general working capital. Following the transaction, FFS shareholders are expected to own approximately 88.3% of the resulting issuer, while existing Pond shareholders would retain approximately 11.7% ownership.

The transaction is subject to numerous conditions including execution of a definitive agreement by February 24, 2026, regulatory approvals from the TSXV, completion of satisfactory due diligence, absence of material adverse changes, and customary closing conditions. Trading in Pond shares has been halted pending completion of the transaction and will remain suspended until all required documentation has been filed and accepted by the TSXV.

This reverse takeover represents a significant strategic shift for both companies, transforming the public entity from an algae technology company to a consumer spirits business focused on dedicated fan communities while allowing Pond's original technology operations to continue independently through the spinout structure.