Pond Technologies to Acquire Find Familiar Spirits in Reverse Takeover Transaction

Pond Technologies Holdings Inc. has entered into a non-binding letter of intent dated October 27, 2025 with U.S.-based Find Familiar Spirits, LLC to acquire all outstanding securities of the spirits company through a reverse takeover transaction. The proposed deal would result in Find Familiar Spirits becoming a publicly traded company on the TSX Venture Exchange, the U.S. over-the-counter market, and the Frankfurt exchange in Germany.

The transaction represents a significant strategic shift for both companies. Pond, currently a technology company focused on microalgae cultivation through photobioreactors, will spin out its existing business into a private entity while Find Familiar Spirits assumes management and control of the public company. This reverse takeover structure provides Find Familiar Spirits with immediate access to public markets without undergoing the traditional initial public offering process.

Find Familiar Spirits, founded by actor Matthew Lillard, screenwriter Justin Ware, and Blue Run Spirits co-founder Tim Sparapani, has developed a unique business model creating spirits experiences for dedicated enthusiast markets or fandoms. The company's first brand, Quest's End Whiskey, targeted at fantasy and gaming enthusiasts, has sold over 57,000 bottles at super-premium price points since its September 2023 launch. Their second brand, Macabre Spirits, focusing on horror fans, launched in September 2024 featuring a sotol and a novella written by horror master Mike Flanagan.

The company's innovative approach extends beyond product development to distribution strategy. Find Familiar Spirits primarily sells direct-to-consumer through online communities, creating immediate click-through sales while recently expanding into Canadian retail establishments. The company also owns half of Jacksonville, Florida-based co-packer Expansion Pack, providing production line priority and margin recapture that management considers a critical competitive advantage. More information about their products and approach is available at https://www.findfamiliarspirits.com.

Justin Ware, Co-CEO of Find Familiar Spirits, emphasized the strategic importance of the transaction, stating that being publicly traded in Canada represents the perfect next step for expanding their community-focused business model. Grant Smith, CEO of Pond Technologies, described the deal as transformative and expressed confidence that it would maximize shareholder value after a full review of strategic alternatives.

The transaction terms include a 30-for-1 share consolidation of Pond's common shares and an exchange ratio expected to be 1:1, resulting in FFS shareholders owning approximately 88.3% of the pro forma resulting issuer while existing Pond shareholders would retain approximately 11.7%. The deal also involves a concurrent financing round targeting $2-4 million to advance FFS's business operations and general corporate purposes.

Several conditions must be met before the transaction can close, including execution of a definitive agreement by February 24, 2026, regulatory approvals from the TSXV, completion of the concurrent financing, and satisfactory due diligence investigations. Pond's existing algae technology business, including its Regenurex brand products available at https://www.regenurex.com, will continue independently through the spinout structure.

This transaction highlights the growing trend of reverse takeovers as an alternative path to public markets, particularly for consumer brands with strong community engagement models. The combination of Find Familiar Spirits' direct-to-consumer expertise and public market access could accelerate their geographic expansion and entry into new fandom categories, potentially reshaping how specialty spirits companies approach market growth and consumer engagement.