SonicStrategy Secures $40 Million USD ($55M CAD) Investment From Sonic Labs

Rhea-AI Summary

SonicStrategy (OTCQB: DBKSF) has secured a significant $40 million USD ($55M CAD) investment commitment from Sonic Labs through a convertible debt instrument. The investment, funded in Sonic tokens, is convertible to common shares at $4.50 USD per share upon meeting specific milestones, including a Nasdaq Capital Markets listing.

The debt instrument features a 6-month term, is non-interest-bearing, and includes a three-year lock-up period for converted shares. The Sonic tokens provided will be locked for four years. The capital will be used for treasury, validator operations, blockchain investments, and working capital as the company pursues its Nasdaq uplisting strategy.

Positive

• Secured substantial $40M USD investment from Sonic Labs, strengthening treasury position
• Strategic partnership with Sonic blockchain ecosystem's foundation
• Potential uplisting to Nasdaq Capital Markets, increasing visibility and access to institutional capital
• Non-interest-bearing debt structure favorable for company's cash flow
• Four-year token lock-up demonstrates long-term commitment from Sonic Labs

Negative

• Conversion to equity dependent on meeting specific milestones including Nasdaq listing
• Additional $40M funding requirement for conversion could lead to further dilution
• Short 6-month term on convertible debt creates timeline pressure
• No guarantee of successful Nasdaq uplisting completion

Toronto, Ontario--(Newsfile Corp. - September 2, 2025) - Spetz Inc. (CSE: SPTZ) (OTCQB: DBKSF) (doing business as SonicStrategy Inc.), the publicly traded institutional bridge to the Sonic blockchain, is pleased to announce a $40 million USD ($55M CAD) investment commitment from Sonic Labs Ltd. Sonic Labs is the foundation that oversees and develops the Sonic blockchain ecosystem. Sonic Lab's anchor participation in the company reinforces its long-term partnership with SonicStrategy and paves the way for additional institutional capital as it intends to pursue a Nasdaq Capital Markets listing in the United States. The closing of the investment and issuance of the convertible debt instrument will occur in 5 business days, as required by the CSE policies.

The investment is structured as a convertible debt instrument funded in Sonic tokens ($S). It carries a six-month term and is convertible, at the option of the company, into common shares at a conversion price of $4.50 USD ($6.22 CAD) per common share if certain milestones are met, including the listing of the common shares of the company on the Nasdaq Capital Markets (or such other senior United States stock exchange that may be acceptable to Sonic Labs). The debt is unsecured and non-interest-bearing and any equity issued upon conversion will be subject to a three-year lock-up. This strategic capital injection sets the stage for SonicStrategy's intended application to list its common shares on the Nasdaq Capital Markets, which is subject to regulatory approval and compliance with the listing requirements of the Nasdaq Capital Markets and United States securities laws. Capital will be used for treasury, validator operations, blockchain investments, and working capital. The key features of the debt instrument are as follows:

• Investment Amount: $40 million USD (approx. $55 million CAD)

• Structure: Convertible debt instrument funded with Sonic tokens

• Term: 6 months (which may be extended by mutual agreement)

• Conversion Price: $4.50 USD ($6.22 CAD) per common share

• Conversion Conditions: Uplisting to Nasdaq Capital Markets with at least USD $40 million in additional funding whether through debt or equity

• Security: Unsecured

• Interest: Non-interest-bearing

• Lock-Up: Three-year restriction on any common shares issued upon conversion

"The participation of Sonic Labs underscores our joint strategy to bridge the Sonic ecosystem with global capital markets," said Mitchell Demeter, CEO of SonicStrategy. "This investment strengthens our treasury, scales our validator operations, and enables us to support early-stage Sonic-based projects. As Sonic enters a new phase of institutional and protocol-level adoption, we're doubling down on our mission to be the leading public vehicle for long-term exposure to the network's success."

Under the debt instrument, the Sonic tokens provided by Sonic Labs will be locked for four years, reinforcing long-term alignment. Depending on the amount of future debt or equity capital that may be raised from any subsequent third-party financing, a portion of the principal amount of the debt instrument may be subject to a call option by Sonic Labs to further ensure strategic coordination between the two organizations. The company confirms that it has not arranged any additional debt or equity financing and any such future financing will be subject to a prior public announcement and compliance with the policies of the Canadian Securities Exchange and applicable securities laws.

"We view SonicStrategy as the natural bridge between the Sonic Network and traditional finance," said Michael Kong, CEO of Sonic Labs. "This investment reflects our confidence in their execution and their ability to provide institutional-grade infrastructure for the Sonic ecosystem."

This strategic alignment between Sonic Labs and SonicStrategy establishes a foundational pathway for Sonic's public market expansion, unlocking new capital, institutional credibility, and global visibility.

The company expects to provide further updates as they become available, by way of press release, but is under no obligation to do so. There is no certainty that the company's intended application to uplist to a senior U.S. stock exchange will be initiated or completed on any specific terms or timeline, or at all.

For more information, visit:
SonicStrategy: www.sonicstrategy.io

About Spetz Inc. (dba SonicStrategy)

Spetz Inc. (dba SonicStrategy) (CSE: SPTZ) (OTCQB: DBKSF) is the parent company of SonicStrategy Inc., a public-market gateway to the Sonic blockchain ecosystem. Spetz provides investors with compliant exposure to staking infrastructure and DeFi strategies across the Sonic network.

About Sonic Labs Inc.

Sonic is the highest-performing EVM blockchain, combining speed, incentives, and world-class infrastructure. The network achieves sub-second finality and ultra-high throughput.

At the heart of Sonic's incentive model is Fee Monetization (FeeM), a system that lets developers earn 90% of the network fees generated by their applications. Inspired by Web2 ad-revenue sharing models, FeeM rewards developers for driving usage, growth, and real activity.

Company Contacts:
Investor Relations
Email: investors@sonicstrategy.io
Phone: 1-800-927-8745

Mitchell Demeter
Email: mitchell@sonicstrategy.io

NEITHER THE CANADIAN SECURITIES EXCHANGE, NOR THEIR REGULATION SERVICES PROVIDERS HAVE REVIEWED OR ACCEPT RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS RELEASE.

Cautionary Note Regarding Forward-looking Statements

Certain information herein constitutes "forward-looking information" under Canadian securities laws, reflecting management's expectations regarding objectives, plans, strategies, future growth, results of operations, and business prospects of the Company. Words such as "may", "plans," "expects," "intends," "anticipates," "believes," and similar expressions identify forward-looking statements, which are qualified by the inherent risks and uncertainties surrounding future expectations.

Forward-looking statements are based on a number of estimates and assumptions that, while considered reasonable by management, are subject to business, economic, and competitive uncertainties and contingencies. The Company cautions readers not to place undue reliance on these statements, as forward-looking statements involve risks and uncertainties that could cause actual results to differ materially from projected outcomes. Factors influencing these outcomes include economic conditions, regulatory developments, competition, capital availability, and business execution risks. No assurance can be given that any events anticipated by the forward-looking information will transpire or occur, including the Company's intention to apply to up-list its common shares on the Nasdaq Capital Markets and if such application is made, that the Company would be successful.

The forward-looking information contained in this press release represents Spetz's expectations as of the date of this release and is subject to change. Spetz does not undertake any obligation to update forward-looking statements, except as required by law.

This press release does not constitute an offer to sell or the solicitation of an offer to buy, and shall not constitute an offer, solicitation or sale in any state, province, territory or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state, province, territory or jurisdiction. None of the securities issued in the Private Placement will be registered under the United States Securities Act of 1933, as amended (the "1933 Act"), and none of them may be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the 1933 Act.

No securities regulatory authority has either approved or disapproved the contents of this press release.

We seek Safe Harbor.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/264616

FAQ

What is the size and structure of SonicStrategy's (DBKSF) investment from Sonic Labs?

Sonic Labs committed $40 million USD ($55M CAD) through a convertible debt instrument funded in Sonic tokens, convertible at $4.50 USD per share with a 6-month term.

What are the conditions for converting DBKSF's debt to equity?

The debt can convert to equity upon uplisting to Nasdaq Capital Markets and securing at least $40 million USD in additional funding through debt or equity.

How will SonicStrategy (DBKSF) use the $40M investment?

The capital will be used for treasury, validator operations, blockchain investments, and working capital as the company pursues Nasdaq uplisting.

What lock-up periods apply to DBKSF's Sonic Labs investment?

Any common shares issued upon conversion will have a three-year lock-up period, and the Sonic tokens provided will be locked for four years.

When will SonicStrategy (DBKSF) complete its Nasdaq uplisting?

The timeline for Nasdaq uplisting is not specified, and there is no certainty that the application will be initiated or completed on any specific terms or timeline.