The Toronto Stock Exchange reports that MAK Acquisition Corp.'s Class A restricted voting units (symbol MAK.V) will be delisted at the open on Dec. 8, 2025, as a result of their separation into Class A restricted voting shares and share purchase warrants of the company. According to the TSX, the Class A shares and warrants of the company will be listed and posted for trading at the open on Dec. 8, 2025, under the symbol MAK.U and Cusip No. G5SYG6 10 7, and the symbol MAK.WT.U and Cusip No. G5SYG6 11 5, respectively. There will be 10 million Class A shares and 5,094,500 warrants issued and outstanding, and 5,094,500 Class A shares reserved for issuance. The securities will trade in U.S. dollars and the temporary market-maker is CIBC World Markets Inc.

Principal terms of the Class A shares

The TSX reports that although the holders of the Class A shares may not vote on the qualifying acquisition, they are entitled to vote on and receive notice of meetings on all matters requiring shareholder approval pursuant to applicable law (including any proposed extension to the permitted timeline) other than, among other things, the election and/or removal of directors and/or auditors. The holders of the Class A shares are also expected to vote in respect of the issuance of the multiple voting shares upon the conversion of the Class B shares. In lieu of holding an annual meeting, the company is required to provide an annual update on the status of identifying and securing a qualifying acquisition by way of a news release and to file an annual information form, and the company expects to note the filing of its annual information form in its annual update news release. However, if the company determines to issue a stand-alone news release in respect of its annual update, it would not separately issue a press release announcing the filing of its annual information form.

As 100.5 per cent of the gross proceeds of the offering and any additional equity raised pursuant to a rights offering will be held by the escrow agent in the escrow account, shareholder approval of the qualifying acquisition is not required pursuant to TSX rules. As such, and unless shareholder approval is otherwise required under applicable law, the company will: (i) prepare and file with applicable securities regulatory authorities a prospectus containing disclosure regarding the company and its proposed qualifying acquisition; (ii) mail a notice of redemption to the holders of the Class A shares and make the final prospectus publicly available at least 21 days prior to the deadline for redemption; and (iii) send by prepaid mail or otherwise deliver the prospectus to the holders of the Class A shares no later than 12 a.m. Toronto time on the second business day prior to the deadline for redemption, which delivery may be effected electronically in compliance with National Policy 11-201.

The company will provide holders of the Class A shares with the opportunity to redeem all or a portion of their Class A shares, for an amount per share, payable in cash, equal to the pro rata portion of the escrowed funds available in the escrow account, including any interest and other amounts earned thereon, less certain amounts and subject to certain restrictions as more fully disclosed in the prospectus: (i) in the event a qualifying acquisition does not occur within the permitted timeline; (ii) in the event of a qualifying acquisition; and (iii) in the event of an extension to the permitted timeline.

Notwithstanding the foregoing redemption rights, each holder of Class A shares, together with any affiliate of such holder or other person with whom such holder or affiliate is acting jointly or in concert, will not be permitted to redeem more than an aggregate of 15 per cent of the number of Class A shares issued and outstanding. This limitation will not apply in the event of a qualifying acquisition does not occur within the permitted timeline or in the event of an extension to the permitted timeline.

Upon closing of the qualifying acquisition, each Class A share, unless previously redeemed, will be automatically converted into one subordinate voting share, at which time the Class A shares will be delisted and the subordinate voting shares will be listed.

Principal terms of the warrants

The TSX reports that each whole warrant entitles the holder to purchase one Class A share. The warrants will become exercisable, at an exercise price of $11.50 (U.S.) per share, commencing 65 days after the completion of the qualifying acquisition. As the Class A shares will have been automatically converted into subordinate voting shares, each whole warrant will then be exercisable for one subordinate voting share.

The warrants will expire at 5 p.m. Toronto time on the day that is five years after the completion of the qualifying acquisition, subject to an acceleration clause. If the expiry date is accelerated, the company's board of directors will have the option to require all holders that wish to exercise accelerated warrants to do so, in whole or in part, on a cashless basis. The warrants will expire worthless if a qualifying acquisition does not occur within the permitted timeline.

For more information, see the prospectus dated Oct. 22, 2025, and the TSX bulletin dated Oct. 27, 2025.