Toronto, Ontario--(Newsfile Corp. - June 27, 2025) - AnalytixInsight Inc. (TSXV: ALY) (OTC Pink: ATIXF) ("AnalytixInsight"), announces it has further amended and restated the amalgamation agreement originally entered into on March 3, 2025 as amended and restated on May 13, 2025 (the "Prior Amalgamation Agreement") among AnalytixInsight, Polymath Research Inc. ("Polymath") and 16737803 Canada Inc., a wholly-owned subsidiary of AnalytixInsight ("Subco") (the "Second Amended Amalgamation Agreement"). AnalytixInsight also announces that Polymath has closed its previously announced asset purchase agreement (the "Asset Purchase Agreement") among Polymath, Polymesh Association ("Polymesh Switzerland") and Polymesh Labs Ltd. ("Polymesh Labs"), a wholly-owned Cayman Islands subsidiary of Polymath. AnalytixInsight also provides an update on the reverse takeover transaction (the "Transaction") with Polymath announced March 4, 2025 including the brokered concurrent financing for Subscription Receipts (defined below) on a commercially reasonable efforts private placement basis (the "Concurrent Financing"). AnalytixInsight announces that, in light of the signed Second Amended Amalgamation Agreement, it has elected to cancel its previously scheduled annual general and special meeting (the "AGSM") set for August 25, 2025. The AGSM has been rescheduled and will now take place on September 29, 2025. Further details regarding the September 29, 2025 AGSM, will be provided in due course.
Amended and Restated Amalgamation Agreement
On June 27, 2025, AnalytixInsight, Polymath and Subco entered into the Second Amended Amalgamation Agreement, pursuant to which: (i) common share purchase warrants of Polymath ("Polymath Warrants") issued pursuant to the Concurrent Financing will, following the completion of the Transaction, cease to represent a right to acquire one (1) common share of Polymath and will become a right to acquire 6.25427 (the "Exchange Ratio") common shares of ALY (ALY, following the Transaction, referred to as the "Resulting Issuer"); (ii) new convertible securities of Polymath, if any, issued between now and the completion of the Transaction with the consent of ALY shall be exchanged for 6.25427 equivalent convertible securities of the Resulting Issuer with such adjustments to any exercise price or conversion price or other term as appropriate by the Exchange Ratio and such convertible securities of Polymath, if any, shall be cancelled. All other provisions of the Prior Amalgamation Agreement continue in full force and effect.
In addition to shareholder approval of AnalytixInsight and Polymath, the completion of the Transaction is subject to a number of conditions including, but not limited to, closing conditions customary to transactions of the nature of the Transaction, the approval of all regulatory bodies having jurisdiction in connection with the Transaction, and acceptance by the TSXV. The Transaction and related transactions are subject to the satisfaction or, where permitted, waiver of certain additional conditions precedent, including, but not limited to the completion of the Concurrent Financing. There is no guarantee that these conditions will be met at all or before the outside date of October 31, 2025.
Acquisition of Polymesh Assets by Polymath
Analytix announces that, pursuant to the Asset Purchase Agreement, Polymath has completed its acquisition of certain assets and assumed certain liabilities of Polymesh Switzerland, including POLYX tokens held by Polymesh Switzerland (the "Polymesh Labs Acquisition").
The Polymesh Labs Acquisition will enable Polymesh Labs' principal business to include the oversight of the Polymesh blockchain, including POLYX tokens associated with the Polymesh blockchain, and the development of TokenStudio, the Polymesh wallet, other software application, and further investment in developing the Polymesh ecosystem. The Polymesh blockchain is a Layer-1 public-permissioned blockchain using Polkadot's modular tool substrate framework that is designed for tokenizing real-world assets. For more information regarding the Polymesh Labs Acquisition, please see the Company's news release dated May 13, 2025.
Key Business Developments: Polymath & Polymesh Labs
U.S. Broker-Dealer Partnership: Polymath has signed a licensing agreement with a FINRA-registered broker-dealer in the United States to deploy its SaaS capital platform for the issuance of security tokens on the Polymesh blockchain.
Strategic Alliance with Pando RWA: Polymath Research and Pando RWA have entered into a strategic partnership aimed at bridging traditional finance with next-generation blockchain infrastructure.
BitGo Selects Polymesh for RWA Strategy: Following its acquisition of Brassica, BitGo has chosen Polymesh as its first layer-1 blockchain partner to support its real-world asset (RWA) tokenization initiatives.
Zodia Custody Joins Polymesh Ecosystem: Zodia Custody has integrated with Polymesh to offer institutional-grade custody solutions for tokens issued on the Polymesh blockchain.
GK8 by Galaxy Supports POLYX Staking: GK8, a Galaxy company, has partnered with Polymesh to provide secure POLYX staking services, with full tokenization capabilities expected to follow later this year.
Concurrent Financing
Analytix wishes to clarify certain disclosure regarding the Concurrent Financing in its news release dated May 13, 2025. It was previously announced that, pursuant to the Concurrent Financing, each Polymath subscription receipt (each, a "Subscription Receipt") will be automatically converted upon the satisfaction of the Release Conditions (as defined below), immediately before the completion of the Transaction into a unit (each, a "Unit") of Polymath without further payment or action on the part of the holder. It was previously disclosed that each Unit shall consist of one underlying common share of Polymath (each, a "Polymath Share") and one-half of one common share purchase warrant (each a whole warrant, a "Warrant").
Analytix wishes to clarify that each Unit will consist of 0.15989 Polymath Shares and 0.07995 Warrants. Each whole Warrant shall entitle the holder thereof to acquire one Polymath Share (a "Warrant Share") at a price of $7.8178 for a period of 60 months following the issue date of such Warrant, subject to adjustment in certain events. Upon completion of the Transaction, each issued and outstanding Polymath Share will be exchanged for 6.25427 common shares of the Resulting Issuer (each, a "Resulting Issuer Share") and each outstanding Warrant will be exchanged for 6.25427 warrants of the Resulting Issuer (each, a "Resulting Issuer Warrant"). As a result of the foregoing exchanges, on a post-Transaction basis, each subscriber will receive one Resulting Issuer Share and one-half of one Resulting Issuer Warrant for each Subscription Receipt purchased. Each Resulting Issuer Warrant shall entitle the holder thereof to acquire one Resulting Issuer Share at a price of $1.25 for a period of 60 months following the issue date of such Resulting Issuer Warrant, subject to adjustment in certain events.
The Release Conditions include (i) written confirmation from each of Polymath and AnalytixInsight that all conditions to the completion of the Transaction (including the Underlying Share Exchange) have been satisfied or, with the consent of the Agents, waived, other than the release of the escrowed funds; (ii) the receipt of all regulatory, shareholder and third-party approvals, if any, required in connection with the Transaction; (iii) Polymath and AnalytixInsight shall not be in breach or default of any of its covenants or obligations under the Subscription Receipt Agreement or the Agency Agreement, except (in the case of the Agency Agreement only) for those breaches or defaults that have been waived by the Agents and all conditions set out in the Agency Agreement and Subscription Receipt Agreement shall have been fulfilled, which shall all be confirmed to be true in a certificate of a senior officer of Polymath, to the satisfaction of the Agents; and (iv) the delivery of the release certificate to the escrow agent in accordance with the terms of the Subscription Receipt Agreement (collectively, the "Release Conditions").
Completion of the Transaction is subject to a number of conditions, including but not limited to, TSXV acceptance and disinterested AnalytixInsight shareholder approval. Where applicable, the Transaction cannot close until the required AnalytixInsight 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 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 AnalytixInsight 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 news release.
Contacts:
Polymath Research Inc.
Vince Kadar
CEO
vince@polymath.network
Tel: 416-915-3185
AnalytixInsight Inc.
Natalie Hirsch
Interim CEO
natalie.hirsch@analytixinsight.com
Tel: 647-955-2933
Neither the TSXV nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) has in any way passed upon the merits of the Transaction and associated transactions and neither of the foregoing entities has in any way approved or disapproved of the contents of this news release.
Neither the TSXV nor its Regulation Services Provider accepts responsibility for the adequacy or accuracy of this news release.
Notice on Forward-Looking Statements:
This release includes forward-looking information or forward-looking statements within the meaning of Canadian securities laws, the 1933 Act, the U.S. Securities Exchange Act of 1934 and the U.S. Private Securities Litigation Reform Act of 1995 regarding AnalytixInsight, Polymath and their respective businesses, which may include, but are not limited to, statements with respect to the completion of the Transaction by the Outside Date or at all, the terms on which the Transaction is intended to be completed, the ability to obtain regulatory and shareholder approvals, expectations with respect to Polymath business plans, objectives and, product lines, statements regarding the Concurrent Financing (including but not limited to the fulfillment of the Release Conditions), statements regarding the AGSM, statements regarding certain licensing agreements and strategic partnerships, support from BitGo, Zodiac Custody and GK8 and related partnerships.
Often but not always, forward-looking information can be identified by the use of words such as "expect", "intends", "anticipated", "believes" or variations (including negative variations) of such words and phrases, or state that certain actions, events or results "may", "could", "would" or "will" be taken, occur or be achieved. Such statements are based on the current expectations and views of future events of the management of each entity, and are based on assumptions and subject to risks and uncertainties, many of which are beyond the control of AnalytixInsight and Polymath, and cannot be predicted or quantified, including risks related to: the state of the economy in general and capital markets in particular; the ability to manage operating expenses, which may adversely affect AnalytixInsight's financial condition; the ability to remain competitive as other better financed competitors; volatility in the trading price of the Common Shares; the demand and pricing of cryptocurrency assets held by AnalytixInsight or Polymath; AnalytixInsight's ability to successfully define, design and release new products in a timely manner that meet customers' needs; the ability to attract, retain and motivate qualified personnel; competition in the industry; and other factors, many of which are beyond the control of AnalytixInsight.
Although the management of each entity believes that the assumptions underlying these statements are reasonable, they may prove to be incorrect. The forward-looking events and circumstances discussed in this release may not occur and could differ materially as a result of known and unknown risk factors and uncertainties affecting AnalytixInsight, including risks regarding market conditions, economic factors, management's ability to complete the Transaction and related matters as expected or at all, management's ability to manage and to operate the business of the Resulting Issuer, and the equity markets generally. Although AnalytixInsight and Polymath have attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking statements, there may be other factors that cause actions, events or results to differ from those anticipated, estimated or intended. Accordingly, readers should not place undue reliance on any forward-looking statements or information. No forward-looking statement can be guaranteed. Except as required by applicable securities laws, forward-looking statements speak only as of the date on which they are made and neither AnalytixInsight nor Polymath undertake any obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events, or otherwise.
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SOURCE: AnalytixInsight Inc.
