Agrinam Acquisition Corporation and Freight Farms, Inc. have officially agreed on a business combination, with Agrinam acquiring all of Freight Farms' shares. They intend to raise $20 million through PIPE financing with investors, including Agrinam's sponsor.
Freight Farms and Agrinam previously announced that they had entered into a letter of intent in respect of the Business Combination on September 7, 2023. If consummated, the Business Combination is anticipated to constitute Agrinam's qualifying acquisition under Part X of the Toronto Stock Exchange Company Manual.
"We are thrilled to advance our plans to partner with Agrinam. Through this transaction, we believe we will be sufficiently funded to continue to execute our global growth strategy and meet accelerating customer demand by fulfilling our order backlog. This combination and the associated funding will allow us to continue to improve on our state-of-the-art technologies and deliver on our mission to democratize access to food for both for-profit and not-for-profit customers around the world," said Rick Vanzura, CEO of Freight Farms.
"Freight Farms has a unique product offering that addresses the needs of both profit and not-for-profit environments and we are thrilled to enter into a qualifying acquisition with Freight Farms. Freight Farms is poised to deepen its already significant penetration in North America while expanding globally with its compelling products and technological capabilities," said Agustin Tristan Aldave, CEO of Agrinam.
Zach Morse, a Freight Farms board member and Senior Analyst at Ospraie Ag Science, Freight Farms' largest investor, said, "This agtech innovator has demonstrated significant revenue traction, and we believe Freight Farms has built scale meaningfully greater than its next largest direct competitor. Following the transaction with Agrinam, Freight Farms will be well positioned to capitalize on these long-term trends and the need for local, fresh, and nutritious food."
Agrinam Acquisition Corporation and Freight Farms, Inc. are entering a Business Combination, making Freight Farms a wholly-owned subsidiary of Agrinam, which will change its name to "Freight Farms, Inc." Each Freight Farms shareholder will receive New Freight Farms Common Shares at a price of US$10.30 for their existing shares, valuing New Freight Farms at about US$147 million.
There will also be a PIPE Financing involving convertible securities. Both companies' boards of directors have approved the agreement. Agrinam shareholders can redeem Class A restricted voting shares. Some Freight Farms shareholders have lock-up agreements preventing them from selling New Freight Farms Common Shares. Completion is subject to shareholder approval and other conditions, with an expected closure in Q1 2024.