Pond Technologies Holdings Inc. has entered into a non-binding letter of intent to acquire Find Familiar Spirits, LLC, a U.S.-based spirits company that creates branded experiences for enthusiast communities. The proposed reverse takeover transaction, dated October 27, 2025, would result in Find Familiar Spirits becoming a publicly traded company on the TSX Venture Exchange, the U.S. over-the-counter market, and the Frankfurt exchange in Germany.

The transaction represents a significant strategic shift for both companies and highlights the growing importance of direct-to-consumer brands that leverage community engagement. Find Familiar Spirits, founded by actor Matthew Lillard, screenwriter Justin Ware, and Blue Run Spirits co-founder Tim Sparapani, has demonstrated strong market traction with its fan-focused approach. The company's first brand, Quest's End Whiskey, sold over 57,000 bottles at super-premium price points in just two years, targeting fantasy and gaming enthusiasts.

This acquisition matters because it represents a new model for public market entry in the spirits industry, combining celebrity backing with community-driven marketing strategies. Find Familiar Spirits operates primarily through direct-to-consumer sales, leveraging online communities for customer acquisition and immediate sales conversion. The company recently expanded into Canadian retail and plans further retail expansion following the transaction completion.

The company's second brand, Macabre Spirits, launched in September 2024 targeting horror fans with a sotol spirit accompanied by a novella written by horror master Mike Flanagan. Find Familiar Spirits has also collaborated with external partners including roleplaying giant Critical Role and horror-themed metal band Ice Nine Kills, demonstrating the scalability of their fandom-focused model. For more information about their products, visit https://www.findfamiliarspirits.com.

Under the proposed terms, Pond will acquire all outstanding securities of Find Familiar Spirits in exchange for Pond common shares, with FFS shareholders expected to own approximately 88.3% of the resulting entity. The transaction requires completion of a concurrent financing raising between $2-4 million, regulatory approvals including TSXV acceptance, and a 30-for-1 share consolidation of Pond's existing shares. Pond's current algae technology business, including its Regenurex brand products available at https://www.regenurex.com, will be spun out into a privately held company.

The impact of this transaction extends beyond the immediate companies involved, potentially setting a precedent for other niche consumer brands seeking public market access through reverse takeovers. For investors, it represents exposure to a growing segment of the spirits industry that leverages dedicated fan communities rather than traditional marketing channels. The deal also demonstrates how public shell companies can facilitate market entry for promising private companies while allowing existing businesses to continue operations independently through spinout structures.

Justin Ware, Co-CEO of Find Familiar Spirits, emphasized the strategic fit, stating that being publicly traded in Canada represents the perfect next step for expanding their community-focused business model. Grant Smith, CEO of Pond, described the transaction as transformative and expressed confidence that it would maximize shareholder value after a full review of strategic alternatives.

The proposed transaction is subject to numerous conditions including execution of a definitive agreement by February 24, 2026, satisfactory due diligence investigations, and absence of material adverse changes. Trading in Pond shares has been halted pending TSXV review of required documentation, with no assurance that trading will resume before transaction completion.

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