Core Points - CubicFarm® Systems Corp. has successfully closed a non-brokered private placement of units, raising approximately C$2,500,000 [1][2] - The first tranche involved the issuance of 8,340,781 units at a price of C$0.30 per unit, with each unit consisting of one common share and one warrant [2] - The company will use the proceeds for general working capital and corporate purposes [3] Private Placement Details - Each warrant allows the holder to acquire one common share at an exercise price of C$0.50 for a period of 12 months [2] - The company has opted not to close another tranche of the private placement, with no insider participation or finder's fee involved [3] - The securities are subject to a four-month transfer restriction, expiring on July 25, 2025 [4] Company Overview - CubicFarms is a leading agricultural technology company focused on developing solutions for local food production [8] - The company’s proprietary technology enables the production of high-quality produce and livestock feed year-round in controlled environments [8] - HydroGreen, a division of CubicFarms, utilizes automated vertical growing technology to minimize resource use while maximizing nutritional output for livestock [7]

Core Viewpoint - CubicFarm Systems Corp. has successfully closed the first tranche of its non-brokered private placement, raising approximately C$2,500,000 by issuing 8,340,781 units at a price of C$0.30 per unit [1][3]. Group 1: Private Placement Details - The company plans to issue a total of up to 9,000,000 units at a price of C$0.30 per unit, aiming for gross proceeds of up to C$2,700,000 [2]. - Each unit consists of one common share and one common share purchase warrant, with the warrant allowing the holder to acquire one common share at an exercise price of C$0.50 for 12 months [2]. - The second tranche of the private placement is expected to close by March 31, 2025, for gross proceeds of approximately C$200,000 [3]. Group 2: Use of Proceeds and Restrictions - Proceeds from the private placement will be used for general working capital and corporate purposes [4]. - The securities from the first tranche are subject to a four-month transfer restriction, expiring on July 25, 2025, along with other applicable securities law restrictions [4]. Group 3: Company Overview - CubicFarms is a leading local chain agricultural technology company focused on developing technology to enhance food production and sustainability [10]. - The company’s proprietary ag-tech solutions enable the production of high-quality, predictable produce and fresh livestock feed, contributing to a localized food supply [10].

IPO and Fundraising - The company completed its Initial Public Offering on June 20, 2024, raising gross proceeds of $230,000,000 from the sale of 23,000,000 Units at $10.00 per Unit[24]. - A total of $230,000,000, including $224,000,000 from the IPO and $6,000,000 from a Private Placement, was placed in the Trust Account[26]. - The company completed a private sale of 6,000,000 Private Placement Warrants at a price of $1.00 per warrant, generating an additional $6,000,000[25]. - The company has approximately $891,017 in proceeds held outside the Trust Account as of December 31, 2024, to cover potential claims and expenses related to liquidation[102]. - The company has not paid any cash dividends to date and does not intend to do so prior to the completion of its initial Business Combination[138]. - The company does not expect to raise additional funds for operating expenditures but may need financing for the Business Combination[158]. Business Combination and Strategy - The company must complete its initial Business Combination by June 20, 2026, which is 24 months from the IPO closing date[27]. - The Nasdaq Rules require that the company must complete one or more Business Combinations with an aggregate fair market value of at least 80% of the assets held in the Trust Account[41]. - The company aims to acquire established businesses of scale that have proven unit economics and are poised for continued growth[35]. - The company may seek to extend the Combination Period, which would require approval from Public Shareholders[28]. - The company has identified criteria for evaluating prospective targets, including competitive position and capable management teams[37]. - The company may seek additional funds through private offerings of debt or equity securities to complete its initial Business Combination, especially if the cash portion exceeds the amount available from the Trust Account[57]. - The company may continue to seek a different target for the Business Combination if the initial proposed Business Combination is not completed[93]. - The company may not have the resources to diversify its operations after the initial Business Combination, which could expose it to risks associated with a single line of business[61]. - The company may experience increased competition for attractive target businesses, which could raise costs and complicate the completion of its initial Business Combination[117]. Shareholder and Redemption Policies - Public Shareholders can redeem their shares at a per-share price equal to the aggregate amount in the Trust Account, subject to certain conditions[74]. - If the aggregate cash consideration for redemptions exceeds available cash, the initial Business Combination will not be completed[75]. - Public Shareholders are restricted from redeeming more than 15% of the Public Shares sold in the Initial Public Offering without prior consent[85]. - The company intends to conduct redemptions either through a general meeting or a tender offer, based on various factors[76]. - The approval of the initial Business Combination requires at least 33.3% of the Public Shares to be voted in favor[80]. - Redemption requests must be submitted two business days prior to the scheduled vote or tender offer expiration[83]. - The expected pro rata redemption price for Public Shares is approximately $10.28 as of December 31, 2024[125]. - If the initial Business Combination is not completed, the per-share redemption amount for shareholders would be approximately $10.28, before taxes and less up to $100,000 for dissolution expenses[98]. Financial Performance and Projections - The company had a net income of $5,839,656 from February 21, 2024, through December 31, 2024, primarily from interest income on marketable securities[150]. - Interest income on marketable securities held in the Trust Account amounted to $6,335,105 during the same period[150]. - The company incurred general and administrative and formation costs of $495,449[150]. - Cash used in operating activities was $641,108 from February 21, 2024, through December 31, 2024[154]. - As of December 31, 2024, the Trust Account held approximately $236,335,105 in marketable securities, including $6,335,105 of interest income[155]. Management and Governance - Paul Rapisarda appointed as Chief Financial Officer on March 20, 2024, brings over 30 years of experience in public and private companies, including managing finance functions at Etrion Corp. and overseeing a $1.8 billion merger at Atlantic Power Corporation[188]. - Faquiry Diaz Cala appointed as Chief Operating Officer on March 20, 2024, leads Mergers & Acquisitions and Corporate Strategy, previously served as COO at Lionheart III and Lionheart II[189]. - The company has a board of directors consisting of five members, divided into three classes, with each class serving a three-year term[199]. - The Board of Directors has established an Audit Committee and a Compensation Committee, both composed solely of independent directors[202]. - The Audit Committee is responsible for overseeing the integrity of financial statements and compliance with legal requirements, and it consists of three independent members[203]. - The Compensation Committee evaluates the CEO's performance and determines compensation based on established corporate goals and objectives[208]. - The company has adopted a Clawback Policy to recover erroneously awarded incentive-based compensation from executive officers in the event of a financial restatement[218]. - No cash compensation has been paid to executive officers or directors for services rendered prior to the completion of the initial Business Combination[220]. Regulatory and Compliance - The company is classified as an "emerging growth company" and will remain so until it meets certain revenue or market value thresholds, including total annual gross revenue of at least $1.235 billion or a market value of Class A Ordinary Shares exceeding $700 million[114]. - The company is subject to the Sarbanes-Oxley Act and will evaluate its internal control procedures for the fiscal year ending December 31, 2025, which may increase costs and time for completing a Business Combination[109]. - The company anticipates that its securities will be suspended from trading on Nasdaq if it does not consummate its initial Business Combination by June 17, 2027[120]. - The company is classified as a "smaller reporting company," allowing it to provide only two years of audited financial statements until certain market value or revenue thresholds are met[115]. - There are no material legal proceedings involving any director or executive officer adverse to the company[197].

Core Viewpoint - CubicFarm® Systems Corp. plans to conduct a non-brokered private placement of up to 9,000,000 units at a price of C$0.30 per unit, aiming for gross proceeds of up to C$2,700,000, subject to regulatory approval [1][5]. Group 1: Offering Details - The offering consists of units, each comprising one common share and one common share purchase warrant, with warrants allowing purchase at C$0.50 per share within 12 months post-offering [2]. - The offering will not involve insider participation or finder's fees, and proceeds will be allocated for general working capital and corporate purposes [2]. - Securities from the offering will be subject to a four-month transfer restriction from issuance [3]. Group 2: Company Overview - CubicFarms is a leading agricultural technology company focused on local chain solutions, utilizing proprietary technology to produce high-quality produce and livestock feed [7]. - The company’s HydroGreen Nutrition Technology enables efficient indoor growing of crops, providing a sustainable food supply solution [7].

Core Insights - HydroGreen, a subsidiary of CubicFarm Systems Corp., has secured a third order of five GLS 808 machines from Agrotopia Ireland, indicating a growing demand for its Automated Vertical Pastures™ system in Ireland's livestock sector [1][2][3] Company Overview - HydroGreen specializes in producing Automated Vertical Pastures™, which efficiently sprout grains like wheat and barley in a controlled environment to create high-performance livestock feed year-round [6] - The technology automates all growing functions, allowing livestock businesses to provide consistent nutrition with minimal labor [6] Industry Context - The increasing adoption of HydroGreen's systems highlights the importance of agricultural trade shows, where farmers seek cost-effective, climate-smart feed alternatives [2] - Agrotopia, as a leading hub for sustainable agriculture in Ireland, integrates advanced hydroponic technology to produce fresh, nutrient-rich fodder for livestock, enhancing agricultural efficiency and reducing environmental impact [8][9] Partnership Dynamics - The partnership between HydroGreen and Agrotopia has been beneficial, with Agrotopia planning a rapid expansion in 2025-2026 due to the success of initial installations [3] - Agrotopia's strategic location provides excellent access to regional and national fairs, enhancing the visibility of HydroGreen's technology [3] Market Trends - The demand for sustainable and efficient agricultural solutions is driving advancements in technology, with HydroGreen's systems positioned to meet the needs of progressive beef and dairy farmers [2][9] - The focus on reducing input costs while improving feed reliability and animal performance is a key trend in the livestock sector [3]

Core Insights - CubicFarm Systems Corp. has completed the HydroGreen GLS 808 machine installation at Redmond Heritage Farms, addressing the rising demand for natural livestock feed solutions [1][3] - The project, valued at USD $340,308 (CAD $493,000), aligns with the company's mission to promote healthier and sustainable food production [2] - The completion of this project is part of a broader trend towards regenerative agriculture and natural livestock diets, reflecting consumer demand for cleaner food products [4] Financial Impact - Revenue from the Redmond Heritage Farms project will be recognized in Q1 2025, following the company's conservative revenue recognition policy [5][6] - Revenue from three previously commissioned projects will be recognized in Q4 2024, ensuring transparency in financial reporting [6] Market Trends - The grass-fed beef market is projected to reach USD $13.3 billion in 2025, growing at a CAGR of 4.4%, driven by consumer demand for antibiotic-free and naturally raised livestock [7] - Redmond Heritage Farms is committed to pasture-feeding its cows and using fresh, roughage-based diets, aligning with the growing consumer preference for natural products [8][10] Sustainability Initiatives - The HydroGreen GLS 808 machine is expected to produce half of the farm's daily feed using about 95% less water than traditional farming methods, promoting sustainability [11] - The project supports local agriculture and aims to optimize livestock nutrition while reducing environmental impact [10][11] Company Overview - HydroGreen specializes in Automated Vertical Pastures™, providing innovative indoor growing solutions for livestock feed [14] - CubicFarms develops ag-tech solutions to produce high-quality, predictable produce and livestock feed, contributing to a localized food supply [15] - Redmond Heritage Farms focuses on natural farming practices, producing raw milk and pasture-fed meat products, catering to health-conscious consumers [16]

Core Insights - CubicFarm Systems Corp. has successfully launched its first Feed-as-a-Service (FaaS) facility in partnership with Plainview Beef in Kansas, marking a significant milestone in agricultural technology [1][2] - The facility began operations in November 2024 and is designed to provide highly nutritious sprouted feed to enhance the health and quality of beef cattle [3][4] Company Developments - The partnership with Plainview Beef was initiated in April 2024, leading to the establishment of a fully operational commercial-scale feed center [2] - Phase 1 of the Feed Centre commenced daily feed production, allowing for grass-fed feed trials for a selected beef herd [4] - Following successful trials, Plainview Beef plans to expand the project with additional modules in 2025, indicating confidence in the HydroGreen facility's role in their operations [4][5] Industry Impact - The collaboration aims to provide a differentiated, healthier option for American consumers by producing grass-fed beef with enhanced nutritional value [3][5] - HydroGreen's technology allows for year-round production of high-performance feed, contributing to environmental benefits and meeting the growing demand for sustainable farming practices [9][10] - Plainview Beef, with over 100 years of experience in the cattle ranching industry, is positioned to become a leader in the grass-fed beef market, targeting a $500 million annual business [11]

Core Points - CubicFarm Systems Corp. has received approval from the TSX Venture Exchange for the reinstatement of trading of its common shares after a previous suspension due to a failure-to-file cease trade order [1] - The cease trade order was issued by the British Columbia Securities Commission on July 15, 2024, and was revoked on January 16, 2025, allowing the company to resume trading soon [1] - As of September 30, 2024, the interim CEO, John de Jonge, provided a loan of $1,288,438 to the company, which is classified as a related party transaction and is exempt from formal valuation and minority shareholder approval requirements [2] - The company is involved in a legal claim regarding a breach of a consulting agreement, with mediation scheduled for April 2025, but it does not expect the claim to materially affect its operations or financial condition [3] Company Overview - CubicFarms is focused on developing agricultural technology solutions to provide high-quality produce and livestock feed, utilizing HydroGreen Nutrition Technology [5] - The company’s proprietary systems allow for year-round indoor cultivation of crops, contributing to a localized food supply that benefits the economy and environment [6]

Core Viewpoint - CubicFarm Systems Corp. has successfully revoked a cease trade order and is taking steps to improve its financial situation through loan negotiations and sales deals [1][4][6]. Financial Updates - The British Columbia Securities Commission revoked the failure-to-file cease trade order issued on July 15, 2024, allowing the company to proceed with its financial disclosures [1][3]. - The company has filed its audited annual financial statements for the year ended December 31, 2023, and interim financial statements for the first and second quarters of 2024 [2]. - CubicFarm currently has a working capital deficiency of approximately $28 million, with around 50% related to loans payable [8]. Loan and Debt Management - The company is in default on several loans and is negotiating extensions and amendments to clear this default status, which could reduce the working capital deficit by approximately 50% if successful [4][8]. - The outcome of the TSX Venture Exchange's reinstatement review for trading remains uncertain [3]. Sales and Revenue Generation - The company is negotiating several sales deals expected to be finalized in the coming months, leveraging its substantial inventory to fulfill these sales with minimal additional costs [6]. - As the sales network expands and Feed centers are completed, the company anticipates generating more consistent revenue, which will help address the working capital deficit [6]. Currency Impact - The appreciation of the USD relative to CAD is positively impacting the company's financial results, as deposits held in USD have increased in value due to favorable exchange rates [7].

CubicFarm Systems Corp. Announces Filing of Third Quarter Financial Statements and Provides Update on Cease Trade OrderDecember 17, 2024 6:06 PM EST | Source: CubicFarm Systems Corp.Vancouver, British Columbia--(Newsfile Corp. - December 17, 2024) - CubicFarm® Systems Corp. (TSXV: CUB) ("CubicFarm" or the "Company"), a local chain agricultural technology company, announces that, further to its previous press release of October 17, 2024, the Company is pleased to announce that is has filed its ...