Regina, Saskatchewan--(Newsfile Corp. - July 31, 2025) - Above Food Ingredients Inc. (NASDAQ: ABVE) ("Above Food" or the "Company") today issued an update regarding its proposed merger with Palm Global Technologies Limited ("Palm Global"), including a shareholder letter from Palm Global Chairman, Peter Knez. The letter confirms that nearly 90% of Palm Global shareholders have already committed their support for the transaction. The Company also announced their decision to appoint CBIZ CPA as its independent auditor to complete the audit and facilitate the filing of its Annual Report on Form 20-F for the fiscal year ended January 31, 2025, to regain compliance in accordance with Nasdaq Listing Rule 5250(c)(1).
Following a comprehensive search, Above Food selected CBIZ CPA based on its proven expertise and alignment with the Company's strategic expansion into asset tokenization and stablecoin markets. This decision reflects the significance of the proposed merger with Palm Global and Palm Global's substantial interest in Palm Promax Investments. The audit is expected to be completed within four to six weeks - well in advance of the 180-day timeline set by Nasdaq.
Importantly, the appointment of a new auditor is not expected to impact the timeline for either the merger with Palm Global or the filing of the Form F-4 registration statement with the U.S. Securities and Exchange Commission.
Additionally, the Company confirms that Palm Global has received the unanimous support for the merger from the nearly 90% of the shareholders it has already contacted. This emphatic endorsement is detailed in the shareholder update letter issued today by Palm Global Chairman Peter Knez, a copy of which is included below.
Chairman Letter to the Shareholders of Palm Global Technologies Limited:
Dear Shareholders,
PALM GLOBAL TECHNOLOGIES LIMITED - SHAREHOLDER UPDATE
While I regret not having spoken with each of you individually, I'm pleased to confirm that I've engaged directly with the largest shareholders, holding close to 90% of Palm Global's equity, who, without exception, have all committed their support for our reverse merger with Above Food.
Reverse Merger with Above Food: A Catalyst for Value Creation
The Palm Global Board firmly believes that a public listing will serve as a powerful catalyst for unlocking long-term shareholder value. Integration efforts between our teams and Above Food are already yielding tangible results, with introductions underway across key Palm Global clients and regional partners in Africa and the MENA region. Early-stage trade discussions are projected to yield multi-billion-dollar, high-margin annualized revenues through an extensive pipeline of food trade deals.
Palm Global: Leading the Future of Tokenized Finance
You may already be aware of our landmark partnership with Promax United, which positions Palm Global at the forefront of the global tokenization revolution. In summary, together we are launching:
The tokenization of $1.5 trillion in AA+ and AAA-rated sovereign assets
A gold-backed stablecoin anchored by $350 billion in U.S.-based gold assets
A proprietary trading platform for real-world asset-backed investment products
This venture - Palm Promax Investments - is positioned to become the No.1 global leader in both stablecoin issuance and central bank digital currency frameworks, with 15 African nations already committed to adopting our stablecoin as official state currency.
In addition, our 30% stake in Palm Promax Investments translates into immediate recognition of substantial high-margin revenues and a transformative uplift to our balance sheet, with the addition of more than $100 billion of net assets.
Vision & Experience: A New Financial Paradigm
Having led some of the most significant innovations in global finance over the past three decades
- including the ETF revolution at Barclays Global Investors - I can say with conviction that I've never seen an opportunity as exciting or as profound as this. The tokenization of real-world assets will redefine global finance, surpassing even the impact of ETFs.
Palm Global is uniquely positioned to lead this transformation, with access to multi-trillion- dollar sovereign-backed assets, a scalable blockchain infrastructure, and strategic partnerships across government and institutional sectors.
Global Leadership & Governance
During recent weeks, we are honored to have reached agreement for His Highness Sheikh Mohammed Bin Maktoum Bin Juma Al Maktoum and His Excellency Muayad Kafesha to join the Board of Above Food. Their global stature and strategic influence will be instrumental in advancing our objectives across key markets. Additional world-renowned leaders and figureheads will be announced shortly.
What's Next
I encourage all shareholders to monitor Above Food's press releases and SEC filings for ongoing developments. I also plan to convene a shareholder meeting at the end of summer to engage directly with those I haven't yet spoken to. Details will follow in the coming weeks.
Sincerely,
Peter Knez
Chairman
Palm Global Technologies Limited
About Above Food Ingredients Inc.
Above Food Ingredients Inc. (Nasdaq: ABVE ) is an ingredient company that delivers products made with real, nutritious, flavorful ingredients produced with transparency. Above Food's vision is to create a healthier world - one seed, one field, and one bite at a time. With a robust chain of custody of plant proteins, enabled by scaled operations and infrastructure in primary agriculture and processing, and proprietary seed development capabilities that leverage the power of artificial intelligence-driven genomics and agronomy, Above Food delivers nutritious ingredients to businesses and consumers with traceability and sustainability.
About Palm Global
Palm Global is a next-generation innovator in financial inclusion, agri-tech, and sustainability, operating out of San Francisco, Dubai, Hong Kong, and Singapore. Utilizing AI, blockchain, and decentralized finance ("DeFi") technologies. Palm Global delivers scalable solutions that drive economic empowerment and financial access for millions of farmers across Africa, Southeast Asia, and the Americas. By facilitating access to credit, insurance, and advanced agricultural technologies, through its platforms and super-apps, Palm Global supports sustainable growth and food security at scale. Through strategic partnerships with governments, global institutions, and NGOs, Palm Global is accelerating the adoption of digital solutions that transform global agriculture and strengthen financial resilience in underserved markets. The Palm Global website is available at www.palmglobal.ai
Cautionary Statement Regarding Forward-Looking Statements
This press release may contain "forward-looking information" within the meaning of the United States federal securities laws and applicable Canadian securities laws. These forward-looking statements generally are identified by the words "believe," "project," "expect," "anticipate," "estimate," "intend," "strategy," future," "opportunity," "plan," "may," "should," "will," "could," "will be," will continue," and similar expressions.
Forward-looking statements represent current judgments about possible future events, including, but not limited to statements regarding expectations or forecasts of business, operations, financial performance, prospects, and other plans, intentions, expectations, estimates, and beliefs relating to the proposed transaction between Above Food and Palm Global, such as statements regarding the combined operations and prospects of Above Food and Palm Global, the current and projected market, growth opportunities and synergies for the combined company, the expected composition of the management and board of directors of the combined company, the expected trading of the combined company on the Nasdaq, the filing and approval of the Registration Statement and the Prospectus, and the timing and completion of the proposed transaction, including the satisfaction or waiver of all the required conditions thereto.
Factors that could cause actual events to differ include, but are not limited to:
all conditions to the proposed transaction being met, including Above Food and Palm Global agreeing to a form of plan of arrangement, as well as other conditions set forth in the definitive merger agreement;
the expected timing of regulatory approvals relating to the proposed transaction, the businesses of Above Food and Palm Global and of the combined company and product launches of such businesses and companies;
Above Food's inability to file or make effective the Registration Statement or the final Prospectus with the respective regulators;
Above Food, Palm Global and the combined company's compliance with, and changes to, applicable laws and regulations;
Above Food and the combined company's ability to list the common shares of the combined company on Nasdaq;
the ability to successfully integrate the businesses of Above Food and Palm Global after the completion of the proposed transaction;
the combined company's ability to achieve the expected benefits from the proposed transaction within the expected time frames or at all; and
the incurrence of unexpected costs, liabilities or delays relating to the proposed transaction.
Forward-looking statements are based on the current expectations of Above Food's management and are not predictions of actual performance. These forward-looking statements are provided for illustrative purposes only and are not intended to serve as, and must not be relied on, by any investor as a guarantee, an assurance, a prediction or a definitive statement of fact or probability. You should carefully consider all of the risks and uncertainties described in the documents filed by Above Food with the United States Securities and Exchange Commission ("SEC"), which is available on EDGAR at www.sec.gov/edgar.shtml. There may be additional risks that Above Food presently does not know or that Above Food currently believes are immaterial that could also cause actual results to differ from those contained in forward-looking statements. In addition, forward-looking statements provide Above Food's expectations, plans or forecasts of future events and views as of the date of this communication. Above Food anticipates that subsequent events and developments will cause Above Food's assessments to change. However, while Above Food may elect to update these forward-looking statements in the future, Above Food specifically disclaims any obligation to do so. These forward-looking statements should not be relied upon as representing Above Food's assessments as of any date subsequent to the date of this communication. Nothing herein should be regarded as a representation by any person that the forward-looking statements set forth herein will be achieved or that any of the contemplated results in such forward-looking statements will be achieved. You should not place undue reliance on forward-looking statements in this communication, which speak only as of the date they are made and are qualified in their entirety by reference to the cautionary statements herein.
It is possible that the Merger may not occur on the terms provided herein or in the Merger Agreement, on the expected timing or at all. In the event that the Merger is terminated Above Food may be liable to pay a termination fee to Palm Global, subject to the precise terms of the Merger Agreement.
Additional Information and Where to Find It:
INVESTORS AND SECURITY HOLDERS OF ABOVE FOOD ARE URGED TO READ THE DOCUMENTS FILED WITH THE SEC, CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT ABOVE FOOD. Investors and security holders will be able to obtain free copies of the documents filed with the SEC by Above Food through the website maintained by the SEC at http://www.sec.gov. Copies of the documents filed with the SEC by Above Food are also be available free of charge on Above Food's website at https://abovefood.com or by contacting Above Food's Investor Relations Department at 2305 Victoria Ave #001, Regina, Saskatchewan, Canada, S4P 0S7.
Contacts
Media:
media@abovefood.com
Investors:
investors@abovefood.com
To view the source version of this press release, please visit https://www.newsfilecorp.com/release/260815
SOURCE: Above Food Ingredients Inc.
