Pond Technologies Holdings Inc. (TSXV: Pond) announced today that it has entered into a non-binding letter of intent with U.S.-based Find Familiar Spirits, LLC (FFS), a spirits company founded by actor Matthew Lillard, screenwriter Justin Ware, and Blue Run Spirits co-founder Tim Sparapani. The proposed reverse takeover transaction will result in FFS becoming a public company traded on the TSX Venture Exchange, the OTC market in the U.S., and the Frankfurt exchange in Germany.
Under the terms of the LOI, Pond will acquire all outstanding securities of FFS in exchange for Pond common shares, with an expected exchange ratio of 1:1. Following the transaction, FFS shareholders are expected to own approximately 88.3% of the resulting issuer, while existing Pond shareholders will own about 11.7%. As part of the deal, Pond's existing business and assets will be spun out into a privately held company, allowing FFS to assume management and control of the public entity.
Find Familiar Spirits creates spirits brands for dedicated fandoms, hobbyists, and enthusiast communities. Its first brand, Quest’s End Whiskey, launched in September 2023 and sold over 57,000 bottles in two years. A second brand, Macabre Spirits, targeting horror fans, launched in September 2024 with a sotol and a novella by Mike Flanagan. FFS also collaborates with external partners such as Critical Role and Ice Nine Kills. Products are sold primarily direct-to-consumer, though the company has begun retail expansion in Canada and plans to grow further post-transaction.
Justin Ware, Co-CEO of FFS, stated, “We’ve built our company around the concept of community and helping people celebrate what they love. We think being publicly traded in Canada is the perfect next step for expanding that community and growing as a company.” Grant Smith, CEO of Pond, added, “We are incredibly excited to bring Find Familiar Spirits, a fast-growing and innovative spirits company, to the Canadian public markets through this transformative reverse takeover.”
The transaction is subject to several conditions, including regulatory approvals from the TSXV, completion of due diligence, and a concurrent financing of $2 million to $4 million. Pond will also undergo a 30-for-1 share consolidation prior to closing. The parties expect to sign a definitive agreement on or before February 24, 2026. Trading in Pond shares has been halted and will remain so until required documentation is filed and accepted.
For more information, visit Find Familiar Spirits and Pond Technologies.
This news release contains forward-looking information regarding the proposed transaction and associated events. Readers are cautioned that actual results may differ materially from those projected. The TSXV has not passed upon the merits of the transaction.
