INSP Inspire Semiconductor Holdings Inc

Inspire Semiconductor Holdings Inc. (TSXV: INSP) (“InspireSemi” or the “Company”), a chip design company that provides revolutionary high-performance, energy-efficient accelerated computing solutions for High Performance Computing (HPC), AI, graph analytics, and other compute-intensive workloads, is pleased to announce that today it is providing a general business update by live webinar. Details of the webinar can be found in the Company’s press release dated June 10, 2024.

Key topics the business update covers include:

• Tapeout of the Company’s Thunderbird I Accelerated Computing SOC (System on Chip) for fabrication at Taiwan Semiconductor Manufacturing Corporation (“TSMC”). See additional press release dated June 19, 2024 for further details.

• Discussion of the advantages, applicability, and positioning of Thunderbird I:
  • Versatile all-CPU “supercomputer-cluster-on-a-chip” architecture is better fit for real world HPC (High Performance Computing) and graph analytics software applications than datacenter GPUs
  • Best-in-class energy efficiency and affordability
  • Low latency network fabric connects all cores on chip and scales to 256 chips
  • Leverages the established and open RISC-V CPU software ecosystem

• Market feedback and continued customer traction:
  • HPC & AI industry leaders reiterating need for system like this at major worldwide industry events
  • Expansion into the CAE (Computer Aided Engineering) and cybersecurity industries
• The Company will discuss its intention to embark upon an uplist to a major U.S. stock exchange (the “Uplist”) and the execution of a non-binding Letter of Intent (the “LOI”) for potential future funding following the Uplist, and anticipated capital needs in the near and long-term in general. Topics include:
  • The Company beginning the process of listing on a major U.S. stock exchange (such as NASDAQ).
  • Execution of LOI dated June 17, 2024 with Fulton Street Capital LLC, a 10X Capital affiliated company, for available future funding following the Uplist via Committed Equity Financing Agreement (the “Uplist Financing”):
    • The Uplist Financing is intended to provide a drawdown facility of up to $100 million in future funding, based upon certain draw mechanics necessary to initiate draws, with such draws solely at the Company’s discretion
    • Certain binding terms under the LOI, including:
      • Confidentiality
      • Exclusivity for the investor to conduct any similar type of financing concurrent with the listing of the Company on a U.S. stock exchange for twenty-four months following execution of the LOI
      • Right of First Refusal to provide not less than 50% of the economic rights of any advisory, agency or brokerage services upon any M&A transaction, or financing undertaken concurrent with the listing of the Company on a U.S. stock exchange for forty-eight months following execution of the LOI
    • The parties plan to progress to Definitive Agreement negotiations
  • The Company discusses near and longer-term funding needs:
    • Intent to launch direct equity Private Placement to help near-term funding to execute on plan while the Thunderbird I chip is at fabrication, to fund costs associated with potential uplist to a major United States exchange, and for general G&A.
    • Longer-term funding needs discussion, including the LOI already mentioned

The Company cautions that any Uplist is subject to, amongst other things, the Company meeting the applicable listing criteria of the relevant U.S. stock exchange and receiving all relevant regulatory and shareholder approvals. The Proposed Uplist Financing is subject to the Company completing the Uplist, successful due diligence by the investor, the negotiation of a definitive agreement between the parties, the filing of an effective registration statement with SEC, and other matters customary for a transaction of this type. The Uplist and the Proposed Uplist Financing may not happen as contemplated or may not happen at all.

A recording of the business update will be made available in the Investors section of the Company’s website at https://inspiresemi.com/investors/.

About InspireSemi

InspireSemi (TSXV: INSP) provides revolutionary high-performance, energy-efficient accelerated computing solutions for High-Performance Computing (HPC), AI, graph analytics, and other compute-intensive workloads. The Thunderbird I ‘supercomputer-cluster-on-a-chip’ is a disruptive, next-generation datacenter accelerator designed to address multiple underserved and diversified industries, including financial services, computer-aided engineering, energy, climate modeling, and life sciences & drug discovery. Based on the open standard RISC-V instruction set architecture, InspireSemi’s solutions set new standards of performance, energy efficiency, and ease of programming. InspireSemi is headquartered in Austin, TX.

For more information visit https://inspiresemi.com   Follow InspireSemi on LinkedIn

Investor Relations ContactPhil Carlson/Scott EcksteinKCSA Strategic Communicationinspiresemi@kcsa.com

Company ContactJohn B. Kennedy, CFO(737) 471-3230jkennedy@inspiresemi.com

Cautionary Statement on Forward-Looking Information

This press release contains certain statements that constitute forward-looking information within the meaning of applicable securities laws (“forward-looking statements”). Statements concerning InspireSemi’s objectives, goals, strategies, priorities, intentions, plans, beliefs, expectations and estimates, and the business, operations, financial performance and condition of InspireSemi are forward-looking statements. Often, but not always, forward-looking information can be identified by the use of words such as “plans”, “expects”, “is expected”, “budget”, “scheduled”, “estimates”, “forecasts”, “intends”, “anticipates”, or “believes” or variations (including negative variations) of such words and phrases, or statements formed in the future tense or indicating that certain actions, events or results “may”, “could”, “would”, “might” or “will” (or other variations of the forgoing) be taken, occur, be achieved, or come to pass.

Forward-looking information includes, but is not limited to, information regarding: (i) the business plans and expectations of the Company including expectations with respect to production of Thunderbird I and development of future projects and; (ii) expectations for other economic, business, and/or competitive factors; and (iii) expectations regarding the Uplist and the Proposed Uplist Financing. Forward-looking information is based on currently available competitive, financial and economic data and operating plans, strategies or beliefs as of the date of this presentation, but involve known and unknown risks, uncertainties, assumptions and other factors that may cause the actual results, performance or achievements of InspireSemi, to be materially different from any future results, performance or achievements expressed or implied by the forward-looking information. Such factors may be based on information currently available to the Company including information obtained from third-party industry analysts and other third-party sources and are based on management’s current expectations or beliefs. Any and all forward-looking information contained in this news release is expressly qualified by this cautionary statement.

Investors are cautioned that forward-looking information is not based on historical facts but instead reflect management’s expectations, estimates or projections concerning future results or events based on the opinions, assumptions and estimates of management considered reasonable at the date the statements are made. Forward-looking information reflects management’s current beliefs and is based on information currently available to them and on assumptions they believe to be not unreasonable in light of all of the circumstances. In some instances, material factors or assumptions are discussed in this news release in connection with statements containing forward-looking information. Such material factors and assumptions include, but are not limited to: (i) statements relating to the expected performance of Thunderbird I (ii) business and future activities of, and developments related to, the Company after the date of this press release; (iii) expected completion of or satisfaction of all conditions to complete an Uplist or the Proposed Uplist Financing, including receipt of all relevant approvals from shareholders, securities commissions and the stock exchanges involved; (iv) expectations for other economic, business, regulatory and/or competitive factors related to the Company or the technology industry generally; (v) the risk factors referenced in this news release and as described from time to time in documents filed by the Company with Canadian securities regulatory authorities on SEDAR+ at www.sedarplus.ca; and (vi) other events or conditions that may occur in the future. Although the Company has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking information, there may be other factors that cause actions, events or results to differ from those anticipated, estimated or intended. Forward-looking information contained herein is made as of the date of this news release and, other than as required by law, the Company disclaims any obligation to update any forward-looking information, whether as a result of new information, future events or results or otherwise. There can be no assurance that forward-looking information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking information.

Should one or more of these risks or uncertainties materialize, or should assumptions underlying the forward-looking information prove incorrect, actual results may vary materially from those described herein as intended, planned, anticipated, believed, estimated or expected. Although the Company has attempted to identify important risks, uncertainties and factors which could cause actual results to differ materially, there may be others that cause results not to be as anticipated, estimated or intended. The Company does not intend, and does not assume any obligation, to update this forward-looking information except as otherwise required by applicable law.

Neither the Exchange nor its Regulation Services Provider (as that term is defined in policies of the Exchange) accepts responsibility for the adequacy or accuracy of this release.