Mr. Sefton Fincham reports
CLOUD NINE ANNOUNCES STRATEGIC INVESTMENT IN NEXT DECENTRUM
Cloud Nine Web3 Technologies Inc. has strengthened its existing tech development relationship with Next Decentrum Technologies Inc., a private British Columbia corporation. Next Decentrum designs and builds dynamic, relevant and human-led emerging tech education content and software, inspired by the modern theories of continuous innovations, lean thinking and agile development. In connection with the new arrangement, the company and Next Decentrum entered into a strategic alliance agreement (the SAA), a share purchase agreement (the SPA) and an investor rights agreement (the IRA), each dated June 25, 2021. Pursuant to the SAA, Next Decentrum has agreed to continue to provide development services to the company, and pursuant to the SPA, the company closed the first and second tranches of its strategic investment in Next Decentrum. The IRA grants the company a right of first refusal to acquire Next Decentrum in the event of a potential change in control sale.
In accordance with the terms and conditions of the SPA, Cloud Nine will acquire a 19.7-per-cent ownership interest in Next Decentrum, on an undiluted basis, by providing a total cash payment of $500,000 in eight tranches over a period of six months, in exchange for the issuance of an aggregate of 2,673,792 units of Next Decentrum, at a price of 18.7 cents per unit. Each unit consists of: (i) one common share of Next Decentrum, and (ii) one non-transferable common share purchase warrant, with each warrant entitling Cloud Nine to acquire one additional common share at a price of 28.05 cents per warrant share for a period of 24 months from the date of issuance. The final tranche is scheduled to be completed by Dec. 31, 2021. Cloud Nine has the right to increase its ownership in Next Decentrum to up to 28.2 per cent by providing an additional investment of up to $750,000 in connection with the exercise of all 2,673,792 warrants granted under the SPA.
The first and second tranches involved Cloud Nine's purchase of 534,758 Units of Next Decentrum for a cash payment of $100,000.
"We are very excited about supporting the mission-driven team at Next Decentrum and expanding upon our existing relationship with their development team who has been assisting Cloud Nine with the development of our tech platform," said Sefton Fincham, president of Cloud Nine. "In particular, the market for non-fungible tokens (NFTs) and blockchain-powered innovations are growing exponentially and Next Decentrum certainly has the right team and vision to capitalize on the great opportunities available in those markets."
Next Decentrum intends to use the investment proceeds for product development, market outreach and growing the Next Decentrum team. Next Decentrum is in the process of opening up early access to Momentable.ai, a digital collectables platform that empowers creators to create, manage, and promote NFT-based digital products, experiences, collection and communities on the flow blockchain.
"Cloud Nine has been a great partner and this strategic investment is another step forward in our ongoing partnership," said Hussein Hallak, chief executive officer of Next Decentrum. "We believe that with this strategic investment along with the experience and support the Cloud Nine team brings to the table, we can significantly increase our speed to market."
More than $2-billion was spent on NFTs during the first quarter of 2021, representing an increase of about 2,100 per cent from Q4 2020, according to a new report from NonFungible.com.
Momentable.ai helps creators and brands:
Get NFT ideas off the ground and build a community around them;
- Launch an NFT storefront and marketplace on the flow blockchain;
Build and manage NFT-based branded products and collections;
- Create a seamless experience for followers and communities;
- Engage and reward loyal community members.
We seek Safe Harbor.
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