Vancouver, British Columbia--(Newsfile Corp. - March 24, 2025) - Pioneer AI Foundry Inc. (CBOE: JPEG) ("Pioneer" or the "Company") is excited to announce that its venture partner, Kondor AI PLC ("Kondor") and Ora Technology PLC ("Ora") have agreed on the terms of a recommended all-share offer, under which Kondor will acquire more than 50% of the entire issued ordinary share capital of Ora. This strategic move aims to create a leading entity in the artificial intelligence sector, enhancing value for shareholders and stakeholders alike.
Transaction Details
Under the terms of the offer, each Ora shareholder will receive 0.9848 new Kondor shares for every Ora share held. This exchange ratio has been agreed upon by the boards of both companies and reflects a mutual commitment to fostering growth and innovation in the AI industry. View the full announcement here.
Strategic Rationale
The combination of Kondor and Ora is expected to yield significant benefits, including:
Enhanced Product Portfolio: Integrating Ora's advanced technological solutions with Kondor's existing offerings will result in a more comprehensive suite of AI products and services.
Market Expansion: The acquisition will facilitate entry into new markets and strengthen the presence in existing ones, leveraging the combined expertise and resources of both companies.
Operational Synergies: The merger is anticipated to generate operational efficiencies, optimizing research and development efforts, and streamlining administrative functions.
Darcy Taylor, CEO of Pioneer commented, "This acquisition represents a significant milestone in our venture partners collective ecosystem. By joining forces, Kondor and Ora are poised to accelerate AI Agent innovation, expand market reach, and deliver enhanced value to its consumer offering. Congratulations to both organizations for this synergistic partnership."
Pioneer AI Foundry Engages Market Maker
The Company also announces that it has engaged the services of ICP Securities Inc. ("ICP") to provide automated market making services, including use of its proprietary algorithm, ICP Premium™, in compliance with the policies and guidelines of the Cboe Canada Inc. and other applicable legislation. ICP will be paid a monthly fee of C$7,500, plus applicable taxes. The agreement between the Company and ICP was signed with a start date of March 24, 2025, and is for four (4) months (the "Initial Term") and shall be automatically renewed for subsequent one (1) month terms (each month called an "Additional Term") unless either party provides at least thirty (30) days written notice prior to the end of the Initial Term or an Additional Term, as applicable. There are no performance factors contained in the agreement and no stock options or other compensation in connection with the engagement. ICP and its clients may acquire an interest in the securities of the Company in the future.
ICP is an arm's length party to the Company. ICP's market making activity will be primarily to correct temporary imbalances in the supply and demand of the Company's shares. ICP will be responsible for the costs it incurs in buying and selling the Company's shares, and no third party will be providing funds or securities for the market making activities.
ABOUT KONDOR AI PLC
Kondor AI PLC, incorporated on November 1, 2021, is a visionary AI company dedicated to developing cutting-edge artificial intelligence solutions. The company's shares are traded on the Access segment of the Aquis Stock Exchange Growth Market under the symbol: KNDR. For more information visit: https://www.kondor.ai/.
ABOUT ORA TECHNOLOGY PLC
Ora Technology PLC is a technology company specializing in innovative solutions across various sectors. Known for its commitment to excellence and forward-thinking approach, Ora has established itself as a key player in the technology landscape. For more information visit: https://plc.oracarbon.com/.
ABOUT PIONEER AI FOUNDRY INC.
Pioneer AI is a next-generation agentic AI venture builder, primarily operating through its wholly owned subsidiary Crowdform - an AI agent technology and intellectual property development company. By leveraging a venture studio and technology incubator model, Pioneer AI develops and scales revenue-generating agentic-AI-driven technologies at the intersection of AI agents and DeFi/crypto, leveraging the Solana ecosystem. Pioneer specializes in autonomous revenue-generating AI agent solutions, which are primarily developed within its wholly owned operating subsidiary Crowdform.
In addition, Pioneer has formed successful partnerships with leading AI companies globally, with several projects fully deployed and in market delivered through operating companies in which Pioneer is a significant shareholder. These partnerships focus on the intersection of revenue-generating agentic AI and DeFi.
Certain statements in this release are forward-looking statements, which reflect the expectations of management regarding the matters described herein. Forward-Looking statements consist of statements that are not purely historical, and such statements are subject to risks and uncertainties that may cause actual results, performance or developments to differ materially from those contained in the statements. No assurance can be given that any of the events anticipated by the forward-looking statements will occur or, if they do occur, what benefits the Company will obtain from them. These forward-looking statements reflect management's current views and are based on certain expectations, estimates and assumptions which may prove to be incorrect. A number of risks and uncertainties could cause our actual results to differ materially from those expressed or implied by the forward-looking statements, including factors beyond the Company's control. These forward-looking statements are made as of the date of this news release.
