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Lake Superior Acquisition Corp. entered into a definitive Business Combination Agreement to merge with Openmarkets Group Pty Ltd (OMG), creating a new public parent company (the Purchaser) with OMG as a wholly owned subsidiary.
After an internal merger and liquidation of Lake Superior into the Purchaser, the Seller will contribute all OMG shares in exchange for approximately 30,000,000 Purchaser shares, valued at $10.00 per share for deal calculations, subject to net debt, working capital and indemnity adjustments. The Seller may receive up to an additional 70,000,000 Purchaser shares through milestone-based earn-outs, including 30,000,000 License Milestone Shares tied to Australian regulatory approvals and up to 40,000,000 Performance Milestone Shares linked to client asset volumes from tokenization and real‑world asset contracts as of December 31, 2028.
The deal includes a Purchaser equity incentive plan of at least 5% of fully diluted capitalization post‑closing, a 180‑day lock‑up on Seller shares, and a five‑year non‑compete and non‑solicitation by the Seller. Closing depends on shareholder approvals, regulatory clearances, accuracy of representations, covenant compliance and absence of material adverse effects, with a potential outside date of December 31, 2026 for completion.
Lake Superior Acquisition Corp., a NASDAQ-listed special purpose acquisition company, announced that it has entered into a definitive business combination agreement with Openmarkets Group Pty Ltd, a trading and wealth management technology provider, together with BMYG OMG Pty Ltd and related Purchaser and Merger Sub entities. The transaction is structured as a proposed business combination under the Merger Agreement.
A Purchaser entity will prepare and file a Form F-4 registration statement, which will include a proxy statement for Lake Superior shareholders and a prospectus for Purchaser securities. After the Form F-4 is declared effective, Lake Superior plans to mail a definitive proxy statement/prospectus to shareholders to solicit votes on the proposed deal and related matters.
The disclosure emphasizes that this communication is not an offer to sell or buy securities and that any offering will occur only through a compliant prospectus. It also includes extensive forward-looking statement language outlining risks that could affect completion of the transaction, such as regulatory approvals, shareholder approvals, possible changes to deal structure, listing standards, legal proceedings, and broader economic and competitive factors. A press release describing the transaction is filed as Exhibit 99.1.
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