Pond Technologies to Acquire Find Familiar Spirits in Reverse Takeover Deal
Pond Technologies Holdings Inc. plans to acquire Find Familiar Spirits through a reverse takeover that will transform the fan-focused spirits company into a publicly traded entity across multiple exchanges.
Pond Technologies Holdings Inc. has entered into a non-binding letter of intent with U.S.-based Find Familiar Spirits, LLC for a proposed reverse takeover transaction. The deal would see Pond acquire all outstanding securities of FFS in exchange for Pond common shares, transforming the fan-focused spirits company into a publicly traded entity on the TSX Venture Exchange, U.S. over-the-counter markets, and the Frankfurt exchange.
The transaction represents a strategic shift for both companies, with Pond spinning out its existing microalgae technology business into a private entity while FFS assumes management and control of the public company. 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. The company's business model focuses on direct-to-consumer sales through online communities, creating immediate click-through sales opportunities.
FFS has demonstrated significant market traction with its first brand, Quest's End Whiskey, which sold over 57,000 bottles at super-premium price points within two years of its September 2023 launch. The company's second brand, Macabre Spirits targeting horror fans, launched in September 2024 featuring a sotol and novella written by horror master Mike Flanagan. FFS has also collaborated with external partners including roleplaying giant Critical Role and horror-themed metal band Ice Nine Kills. For more information about their products, visit https://www.findfamiliarspirits.com.
Justin Ware, Co-CEO of FFS, emphasized the strategic importance of the transaction, stating that being publicly traded in Canada represents the perfect next step for expanding their community-focused business model. The company's unique approach combines premium spirits with exclusive stories and gaming elements, creating immersive experiences rather than simple product offerings.
Under the proposed terms, FFS shareholders would own approximately 88.3% of the resulting issuer, while existing Pond shareholders would retain approximately 11.7% ownership. The transaction requires completion of a concurrent financing round raising between $2 million and $4 million, which will be used to advance FFS's business operations and for general corporate purposes. Pond will also undergo a 30-for-1 share consolidation prior to closing the transaction.
The deal structure includes several key conditions, including execution of a definitive agreement by February 24, 2026, receipt of all required regulatory approvals including TSXV acceptance, completion of satisfactory due diligence investigations, and preparation of IFRS-compliant financial statements by FFS. Trading in Pond shares has been halted pending completion of the transaction documentation and regulatory review.
Grant Smith, CEO of Pond, expressed confidence that the transaction will maximize shareholder value, describing FFS as a fast-growing and innovative spirits company. The reverse takeover represents Pond's strategic alternative after a full review of options, with management believing this path creates the strongest potential for future success. Pond's existing technology business, which includes proprietary photobioreactors for microalgae cultivation and the Regenurex brand, will continue independently through the spinout process. More details about Pond's current operations can be found at https://www.pondtech.com.
The transaction highlights the growing trend of fan-focused consumer brands seeking public market access to fuel expansion and community engagement. FFS's planned retail expansion in Canada and potential geographic growth into new markets positions the combined entity for significant market opportunity in the specialty spirits sector.