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 bring the fan-focused spirits company to public markets. The proposed deal would see Find Familiar Spirits become a publicly traded company on the TSX Venture Exchange, with additional trading expected on U.S. over-the-counter markets and the Frankfurt exchange in Germany. This transaction represents a significant strategic shift for both companies, providing public market access for the spirits brand while transitioning Pond's shareholders to ownership in a company focused on premium spirits targeting dedicated fan communities.

Find Familiar Spirits, founded by actor Matthew Lillard, screenwriter Justin Ware, and Blue Run Spirits co-founder Tim Sparapani, creates spirits experiences for dedicated enthusiast markets. The company's first brand, Quest's End Whiskey, targeted fantasy and gaming fans and sold over 57,000 bottles at super-premium price points since its 2023 launch. Their second brand, Macabre Spirits, launched in 2024 targeting horror fans with a sotol spirit accompanied by a novella written by horror master Mike Flanagan. Justin Ware, Co-CEO of Find Familiar Spirits, emphasized the company's community-focused approach, stating that being publicly traded in Canada represents the perfect next step for expanding their community and company growth.

Under the proposed terms, Pond will acquire all outstanding securities of Find Familiar Spirits in exchange for Pond common shares, with Find Familiar Spirits shareholders expected to own approximately 88.3% of the resulting entity while existing Pond shareholders would retain approximately 11.7%. The transaction requires a 30-for-1 share consolidation of Pond's common shares prior to closing and includes a concurrent financing round seeking $2-4 million to advance Find Familiar Spirits' business operations. The company operates primarily through direct-to-consumer sales but has recently expanded into Canadian retail establishments with plans for further retail expansion following the transaction completion.

Grant Smith, CEO of Pond Technologies, described the transaction as transformative, expressing confidence that it will maximize shareholder value after a full review of strategic alternatives. Pond's existing algae technology business will be spun out into a privately held company as part of the transaction, allowing the microalgae cultivation operations to continue independently. Find Familiar Spirits maintains additional operations through its ownership stake in Jacksonville-based co-packer Expansion Pack, which provides production line priority and margin recapture that management considers a critical competitive advantage. More information about the company's products and approach can be found at https://www.findfamiliarspirits.com.

The transaction is subject to multiple conditions including TSXV approval, completion of due diligence investigations, and execution of a definitive agreement by February 24, 2026. Trading in Pond shares has been halted pending completion of the transaction documentation and regulatory review. This reverse takeover represents a significant market development for spirits companies targeting niche enthusiast communities, demonstrating the growing investor interest in brands that leverage dedicated fan bases and community-driven marketing approaches in the premium spirits sector.