Pond Technologies to Acquire Find Familiar Spirits in Reverse Takeover Deal

Pond Technologies Holdings Inc. has entered into a non-binding letter of intent to acquire Find Familiar Spirits, LLC in a reverse takeover transaction that would transform the public company's business focus. The proposed deal would see the fan-focused spirits company become publicly traded on the TSX Venture Exchange, OTC markets in the U.S., and the Frankfurt exchange in Germany.

The transaction represents a significant strategic shift for Pond, which will spin out its existing microalgae technology business into a private company while FFS assumes management and control of the public entity. Find Familiar Spirits, founded by actor Matthew Lillard, screenwriter Justin Ware, and Blue Run Spirits co-founder Tim Sparapani, specializes in creating spirits experiences for dedicated enthusiast markets known as fandoms.

Justin Ware, Co-CEO of FFS, emphasized the company's community-focused approach, stating that being publicly traded in Canada represents the perfect next step for expanding their community and growing the company. The company's business model centers around creating premium spirits accompanied by exclusive stories, gaming elements, or other add-ons that transform their products into complete experiences.

Find Familiar's first brand, Quest's End Whiskey, targeted fantasy and gaming enthusiasts and achieved notable success, selling over 57,000 bottles at super-premium prices within two years. Their second brand, Macabre Spirits, launched in September 2024 targeting horror fans, features a sotol spirit and a novella written by horror master Mike Flanagan. The company has also collaborated with external partners including roleplaying giant Critical Role and horror-themed metal band Ice Nine Kills.

FFS operates primarily through direct-to-consumer sales, leveraging online communities for customer acquisition, though the company has recently expanded into Canadian retail establishments and plans further retail expansion following the transaction. The company also owns half of Jacksonville-based co-packer Expansion Pack, which provides production line priority and margin recapture that management views as a critical competitive advantage.

Grant Smith, CEO of Pond, expressed confidence that the transaction will maximize shareholder value after a full review of strategic alternatives. The deal structure anticipates that FFS shareholders will own approximately 88.3% of the resulting issuer, while existing Pond shareholders will retain approximately 11.7% ownership following a 30-for-1 share consolidation.

The transaction includes a concurrent financing round targeting $2-4 million to advance FFS's business operations and provide general corporate working capital. Several conditions must be met before closing, including execution of a definitive agreement, regulatory approvals, completion of due diligence, and preparation of IFRS-compliant financial statements for TSXV submission.

Trading in Pond shares has been halted pending completion of the transaction documentation and regulatory review. The companies expect to sign a definitive agreement by February 24, 2026, though there is no assurance the transaction will be completed as proposed. For additional information about Find Familiar Spirits, visit https://www.findfamiliarspirits.com.