MiniLuxe Holding Corp. (formerly Rise Capital
Corp.) (TSXV: MNLX) ("Rise" or the "Company") is pleased to
announce that it has completed its previously announced business
combination ("Transaction") with MiniLuxe, Inc. ("MiniLuxe"). The
subordinate voting shares of the Company are expected to commence
trading on the TSX Venture Exchange (the "Exchange") at the open of
the market on or about December 8, 2021 under the symbol "MNLX". As
a result of the Transaction, MiniLuxe will become a wholly-owned
subsidiary of the Company and will carry on MiniLuxe's existing
business. The Company will be classified as a Tier 2 issuer on the
Exchange. The Transaction was an arm’s length transaction and
constituted a reverse takeover of the Company by MiniLuxe.
In connection with the completion of the
Transaction, the Company: (i) consolidated its common shares on a
4:1 basis; (ii) re-designated its common shares as Class A
subordinate voting shares; (iii) created the Class B proportionate
voting shares; (iv) issued to holders of the 8,438,566 outstanding
subscription receipts of MiniLuxe FinCo Corp. ("FinCo") an
aggregate of 8,438,566 Class A subordinate voting shares of the
Company in connection with the amalgamation of FinCo and a
wholly-owned subsidiary of the Company in accordance with the terms
of the subscription receipt financing completed by FinCo on October
15, 2021; and (v) issued an aggregate of 32,784,148 Class A
subordinate and 91,065 Class B proportionate voting shares of the
Company to former holders of outstanding stock of MiniLuxe. The
terms of the Class A subordinate voting shares and the Class B
proportionate voting shares of the Company can be found in the
management information circular of Company dated August 20, 2021,
which is available on the Company's SEDAR profile at
www.sedar.com.
Effective as of the completion of the Transaction,
the directors of the Company are Anthony Tjan, Stefanie Jay, Mats
Lederhausen, Zoe Krislock and Vernon Lobo. Zoe Krislock, the
current Chief Executive Officer of MiniLuxe, was appointed as the
Chief Executive Officer of the Company, and Elizabeth Lorber the
current Chief Financial Officer of MiniLuxe, was appointed as the
Chief Financial Officer of the Company.
Upon completion of the Transaction, there were
54,972,714 Class A subordinate voting shares (inclusive of Class A
subordinate voting shares issued to former holders of subscription
receipts of FinCo) and 91,065 Class B proportionate voting shares
of the Company outstanding. Of this amount, 1,841,560 Class A
subordinate voting shares and 69,846 Class B proportionate voting
shares will be subject to escrow in accordance with the policies of
the Exchange. In addition, 4,362,500 Class A subordinate voting
shares of the Company remain subject to the CPC escrow agreement
executed in connection with the Company's initial public
offering.
Further information regarding the Transaction can
be found in the filing statement of the Company dated November 9,
2021, which is available on the Company's SEDAR profile at
www.sedar.com.
Upon closing of the Transaction, Cue Ball Capital,
LP ("Cue Ball"), which is indirectly controlled by Anthony K Tjan,
Brian H. Chu and John D. Hamel, beneficially owned an aggregate of
64,891 Class B proportionate voting shares and 310,417 Class A
subordinate voting shares of the Company, representing
approximately 44.6% of the total voting power attached to the
Company’s outstanding securities, assuming the conversion of all
outstanding Class B proportionate voting shares to Class A
subordinate voting shares on a 1,000:1 basis. Cue Ball's address is
One Faneuil Hall Square, 7th Floor, Boston, Massachusetts,
02109.
For further information and to obtain a copy of the
early warning report to be filed by Cue Ball under applicable
Canadian securities laws in connection with the foregoing matters,
please see the Company’s profile on SEDAR at www.sedar.com.
About MiniLuxe
MiniLuxe, a Delaware corporation based in Boston,
Massachusetts is a digital-first, socially-responsible lifestyle
brand and talent empowerment platform for the nail and waxing
industry. For over a decade, MiniLuxe has been setting industry
standards for health, hygiene, and fair labour practices in its
efforts to transform the most used, but highly under-regulated nail
care industry. MiniLuxe looks to become one of the largest
inclusionary educators and employers of vocational women workers by
empowering Asian-American, Asian-Canadian, and other diverse
members on its talent empowerment platform.
Today, MiniLuxe derives its revenue streams across
talent services (nail care and waxing services) and product revenue
(through its own proprietary clean nail care products). MiniLuxe is
driven by a fully integrated digital-first platform that manages
all client bookings, preferences and payments and provides
designers with the ability to manage scheduling, clientele
preferences, performance and compensation tracking, and training
content. Since its founding, MiniLuxe has performed over 2 million
services.
For further information
Anthony Tjan, Chairman(617)
684-2731atjan@cueball.com
The securities referenced herein have not been and
will not be registered under the United States Securities Act of
1933, as amended (the "U.S. Securities Act"), or any state
securities laws. Accordingly, the securities may not be offered or
sold within the United States unless registered under the U.S.
Securities Act and applicable state securities laws or pursuant to
exemptions from the registration requirements of the U.S.
Securities Act and applicable state securities laws. This news
release does not constitute an offer to sell or a solicitation of
an offer to buy any securities of the Company in any jurisdiction
in which such offer, solicitation or sale would be unlawful.
Forward-looking Statements
This press release contains "forward-looking
information" and "forward-looking statements" (collectively,
"forward-looking information") concerning the Company and its
subsidiaries within the meaning of applicable securities laws.
Forward-looking information may relate to the future financial
outlook and anticipated events or results of the Company and may
include information regarding the Company's financial position,
business strategy, growth strategies, acquisition prospects and
plans, addressable markets, budgets, operations, financial results,
taxes, dividend policy, plans and objectives. Particularly,
information regarding the Company's expectations of future results,
performance, achievements, prospects or opportunities or the
markets in which the Company operates is forward-looking
information. In some cases, forward-looking information can be
identified by the use of forward-looking terminology such as
"plans", "targets", "expects", "budgets", "scheduled", "estimates",
"outlook", "forecasts", "projects", "prospects", "strategy",
"intends", "anticipates", "believes", or variations of such words
and phrases or statements that certain actions, events or results
"may", "could", "would", "might", or "will" occur. In addition, any
statements that refer to expectations, intentions, projections or
other characterizations of future events or circumstances contain
forward-looking information. Statements containing forward-looking
information are not historical facts but instead represent
management's expectations, estimates and projections regarding
future events or circumstances.
Many factors could cause the Company's actual
results, performance, or achievements to be materially different
from any future results, performance, or achievements that may be
expressed or implied by such forward-looking information,
including, without limitation, those listed in the "Risk Factors"
section of the Company's filing statement dated November 9, 2021.
Should one or more of these risks or uncertainties materialize, or
should assumptions underlying the forward-looking statements prove
incorrect, actual results, performance, or achievements could vary
materially from those expressed or implied by the forward-looking
statements contained in this press release.
Forward-looking information, by its nature, is
based on the Company's opinions, estimates and assumptions in light
of management's experience and perception of historical trends,
current conditions and expected future developments, as well as
other factors that the Company currently believes are appropriate
and reasonable in the circumstances. Those factors should not be
construed as exhaustive. Despite a careful process to prepare and
review forward-looking information, there can be no assurance that
the underlying opinions, estimates and assumptions will prove to be
correct. These factors should be considered carefully, and readers
should not place undue reliance on the forward-looking information.
Although the Company bases its forward-looking information on
assumptions that it believes were reasonable when made, which
include, but are not limited to, assumptions with respect to the
Company's future growth potential, results of operations, future
prospects and opportunities, execution of the Company's business
strategy, there being no material variations in the current tax and
regulatory environments, future levels of indebtedness and current
economic conditions remaining unchanged, the Company cautions
readers that forward-looking statements are not guarantees of
future performance and that our actual results of operations,
financial condition and liquidity, and the development of the
industry in which the Company operates may differ materially from
the forward-looking statements contained in this press release. In
addition, even if the Company's results of operations, financial
condition and liquidity, and the development of the industry in
which it operates are consistent with the forward-looking
information contained in this press release, those results or
developments may not be indicative of results or developments in
subsequent periods.
Although the Company has attempted to identify
important risk factors that could cause actual results to differ
materially from those contained in forward-looking information,
there may be other risk factors not presently known to the Company
or that the Company presently believes are not material that could
also cause actual results or future events to differ materially
from those expressed in such forward-looking information. There can
be no assurance that such information will prove to be accurate, as
actual results and future events could differ materially from those
anticipated in such information. Accordingly, readers should not
place undue reliance on forward-looking information, which speaks
only as of the date made (or as of the date they are otherwise
stated to be made). Any forward-looking statement that is made in
this press release speaks only as of the date of such
statement.
Neither TSX Venture Exchange nor its Regulation
Services Provider (as that term is defined in the policies of the
TSX Venture Exchange) accepts responsibility for the adequacy or
accuracy of this release.
- MiniLuxe News Release Dec 6
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