Bruush Oral Care, Arrive Technology enter agreement, plan of merger

Bruush Oral Careand Arrive Technology have entered into an agreement and plan of merger. The combined company will focus on the advancement and implementation of Arrive’s smart Mailbox-as-a-Service platform that makes the exchange of goods between people, robots and drones frictionless through the use of artificial intelligence. The Combined Company is expected to operate under the name Arrive Technology Inc. with its shares listed on the Nasdaq Capital Market under the ticker symbol ‘ARRV’. Under the terms of the merger agreement, Bruush and Arrive will conduct a business combination in the form of a reverse triangular merger via an all-stock transaction. Bruush through its wholly owned subsidiary will merge with and into Arrive with Target Company continuing under the name of Arrive Technology Inc. and as a wholly owned subsidiary of PubCo. Upon completion of the Merger, the outstanding shares of Target Company’s common stock, will be exchanged for common shares of PubCo representing upon issuance, 94.5% of PubCo’s issued and outstanding common shares on a fully diluted basis. The legacy shareholders of PubCo will own shares of PubCo common shares representing 5.5% of PubCo’s issued and outstanding common shares on a fully diluted basis. The merger has been approved by the board of directors of both companies and is expected to close in the first quarter of 2024, subject to customary closing conditions. Prior to closing, PubCo will, among other things, effect a reverse stock split with respect to PubCo’s common shares at a ratio within the range of 6-for-1 to 200-for-1. Additionally, PubCo, will maintain a net cash minimum of US$10,000,000 consisting of cash and cash equivalents after full payment of current liabilities, including any financing and expenses in connection with the Merger. After the closing of the Merger, PubCo will sell, transfer and assign all existing legacy business, assets and liabilities of PubCo to a purchaser and pursuant to that certain separation and distribution agreement to be entered into by and between PubCo and such purchaser on terms and conditions to be mutually agreed by PubCo and such purchaser. The Combined Company will focus on advancing Arrive’s existing operations as a technology company with a focus on designing and implementing a Mailbox-as-a-Service platform that facilitates smart, secure and seamless exchange of packages between people, robots and drones. Arrive’s patented smart mailbox system leverages climate-assisted cargo space, smart alerts and advanced chain of custody controls to secure the last inch of the last-mile for all shippers, delivery services and autonomous delivery networks. Arrive’s solutions are critically and uniquely positioned in the supply chain to leverage its unique data assets for artificial intelligence to provide users with machine-learning based insights that can aid businesses and consumers to lower logistical costs and capture new growth opportunities, among other benefits. Following the consummation of the Merger, the Combined Company will be headquartered in Indianapolis, Indiana and it is anticipated that the Combined Company will be led by current members of the Arrive management team, including: Dan O’Toole, Chief Executive Officer; Todd Pepmeier, Chief Financial Officer; Mark Hamm, Chief Operations Officer; Torrey Bievenour, Chief Technology Officer; Neerav Shah, Chief Strategy Officer; Lora O’Toole, Vice President Business Development; John Ritchison, Corporate Counsel. The Board of Directors of the Combined Company is expected to consist of five members, one of which will be designated by Bruush and the remainder will be designated by Arrive.