Tokens.com Corp. (“Tokens.com” or the “Company”) (TSX-V: COIN) (Frankfurt Stock Exchange: 76M) (OTCQB US: SMURF), a technology investment firm, has recently inked a significant deal. According to the share purchase agreement dated April 4, 2024 (the “Share Purchase Agreement”), Tokens.com will acquire all outstanding shares of Simulacra Corporation (“Simulacra” or the “Target”), a Nevada-based tech company. The deal, anticipated to be finalized around April 16, 2024, is poised to enhance Tokens.com’s revenue stream and market position.
Simulacra specializes in the integration of artificial intelligence (“AI”) and lifelike humanoid robots aimed at enriching human experiences through connectivity, education, and entertainment. The company boasts three subsidiaries dedicated to this pursuit. Over its operational span since 1997, Simulacra has excelled in producing lifelike silicone humanoid figures. Recent financial reports reveal impressive revenues of $15.6 million (CAD$21.1 million) and a Gross Profit of $12.1 million (CAD$16.3 million) over the past four years.
The strategic move aligns with Tokens.com’s vision, as articulated by Andrew Kiguel, CEO of Tokens.com, who stated, “At Tokens.com, we have been at the forefront of Web3 and blockchain technologies over the last few years. Our move into AI and robotics is a natural extension of our scope. We are excited to enter this sector with industry leaders in the AI / robotics space.”
Upon completion of the transaction, Matt McMullen, Simulacra’s founder and CEO, will transition to Tokens.com as President and Director, underscoring the collaborative spirit between the two entities. McMullen expressed optimism about the venture, emphasizing the potential for transformative interactions facilitated by AI and robotics.
Tokens.com, known for its penchant for disruptive technologies, envisions synergies between Simulacra’s expertise and its existing investments in blockchain and the metaverse. Kiguel iterated, “At Tokens.com, we invest in technologies that disrupt the norm and define the future.”
The transaction details outline Tokens.com’s issuance of 75 million common shares to Simulacra shareholders, amounting to approximately 38% of Tokens.com’s outstanding common shares post-transaction. These shares will be subject to a 12-month escrow period, gradually released thereafter. Moreover, Simulacra shareholders stand to earn additional Tokens.com shares contingent on meeting revenue targets.
Post-transaction, Tokens.com is projected to possess 195,995,592 common shares outstanding, alongside 1,469,950 in-the-money options and other warrants. The transaction is contingent upon customary closing conditions, including approval from the TSXV, with no broker or finder’s fee payable.
