Above Food Signs LOI to Acquire the Palm Global Group, Unlocking New Frontiers in Agri-Tech, FinTech and Sustainability

Rhea-AI Summary

Above Food Ingredients (NASDAQ: ABVE) has signed a Letter of Intent to acquire Palm Global Technologies for approximately $180 million. The acquisition combines Above Food's vertically integrated food systems with Palm Global's advanced technology platforms in Agri-Tech, FinTech, and carbon credit securitization.

Palm Global's technology infrastructure includes AI, blockchain, and decentralized finance solutions, supporting millions of farmers across Africa, Southeast Asia, and the Americas. The company has established partnerships with notable organizations including the Peace for Life Foundation, IIMSAM, and various global institutions.

Following the acquisition, Peter Knez, former Co-Chief Investment Officer of BlackRock, will become Chairman and CEO of the combined companies. The definitive agreements are expected in February 2025. The merger aims to enhance global food security, promote sustainable agriculture, and create economic opportunities in underserved markets through technological innovation and strategic partnerships.

Regina, Saskatchewan--(Newsfile Corp. - February 6, 2025) - Above Food Ingredients Inc. (NASDAQ: ABVE) (NASDAQ: ABVE.W), a leader in sustainable, vertically integrated food systems ("Above Food"), has signed a Letter of Intent (LOI) to acquire Palm Global Technologies Ltd. ("Palm Global"), www.palmglobal.ai, a next-generation innovator in technology, sustainability, and global food markets. This acquisition positions Above Food to expand its reach into transformative sectors, including advanced Agri-Tech, FinTech and carbon credit securitization.

The partnership between Above Food and Palm Global marks a pivotal step forward towards the goal of ensuring global food security, combining Above Food's vertically integrated systems with Palm Global's groundbreaking technologies, strategic alliances, and global reach to create an inclusive, more sustainable future.

Palm Global aims to address food security, sustainability, financial inclusion and economic development at scale. Its leading-edge technology platforms and frontline super-apps, built on proprietary AI, blockchain, and decentralized finance ("DeFi") technologies, drive economic empowerment, education and sustainable growth in underserved global markets by supporting tens of millions of farmers throughout Africa, Southeast Asia and the Americas.

To accelerate adoption of its technology by farmers, Palm Global is partnering with governments, global NGOs and world-renowned institutions. Among them are the Peace for Life Foundation, and its agreement with Dicastero par la Cultura e l'Educazione (part of Roman Curia and the Holy See of the Catholic Church) ; IIMSAM (a United Nations-affiliated Intergovernmental Institution targeting malnutrition), Alpha MBM Investment LLC. www.alphambm.com, Promax United Investment LLC. www.promaxunited.com, Pro-Natura International. www.pronatura.org/en/, and other global organizations. These partnerships are invaluable as Palm Global rolls out across large parts of Africa, Latin America (including Mexico and Brazil) and Southeast Asia (including Indonesia).

Palm Global's platforms and solutions have been developed by an elite technology team, renowned for their contributions to scaling some of the world's largest payments apps; the largest of which has in excess of one billion active monthly users.

Through this acquisition, Above Food will leverage Palm Global's global partnerships to develop, utilize, and maximize its industry-leading research and development capabilities in agronomy and genomics. By combining these capabilities with Palm Global's access to tens of millions of hectares of land farmed by millions of farmers, the enlarged company will be uniquely positioned to enable initiatives such as regenerative agricultural and grow-to-order food. This adaptable approach will support market shifts, strengthen global food security, and create solutions tailored to evolving consumer and agricultural needs.

Palm Global's Board of Directors and its Advisory Board include industry luminaries such as Peter Knez, former Co-Chief Investment Officer of BlackRock, His Highness Sheikh Mohammed Bin Maktoum Bin Juma Al Maktoum of the Dubai Royal Family, Her Excellence Yenny Wahid (Director of The Wahid Institute), and Muayad Kafesha (Deputy Secretary General of IIMSAM - Observer to the UN, ECOSOC, NY - HQRS). These individuals bring unparalleled expertise and influence, solidifying Palm Global's position as a global force in Agri-tech and sustainability.

The LOI outlines a share exchange valuing full ownership of Palm Global at approximately $180 million. Definitive agreements are expected during February 2025, with approvals and closing to follow swiftly thereafter. Upon closing, Peter Knez will assume the role of Chairman and CEO of the combined companies, strengthening Above Food's position in high growth markets. Lionel Kambeitz will continue to provide leadership as an Executive Director and Jason Zhao will remain in office as CFO.

"This transformative acquisition positions Above Food to redefine global agriculture and sustainability while unlocking a number of significant opportunities in high-growth markets," commented Lionel Kambeitz, Founder and CEO of Above Food. "Palm Global's innovative technologies, combined with its mission to drive economic empowerment, align perfectly with our vision for sustainable food solutions worldwide."

Peter Knez, Chairman and CEO of Palm Global, commented: "At the core of Palm Global lies world-class disruptive technology, built with and centered around, AI, blockchain and De-Fi solutions purposed towards helping the world's underserved communities. Supported by some of the finest and most well-reputed institutions, both Governmental and non-Governmental alike, Palm Global is creating a new eco-system that benefits not only tens of millions of farmers worldwide but also delivers food security and makes a significant contribution towards sustainability.

"As we embark on our journey with Above Foods, we are exceptionally well placed to become a leading operator in a vital industry worth hundreds of billions of dollars per year, whilst simultaneously delivering economic empowerment to the underserved through financial inclusion."

About Above Food

Above Food Corp. is a differentiated, regenerative ingredient company that celebrates delicious products made with real nutritious, flavorful ingredients and delivered with transparency. Above Food's vision is to create a healthier world - one seed, one field, and one bite at a time. With a robust chain of custody of plant proteins, enabled by scaled operations and infrastructure in primary agriculture and processing, Above Food delivers nutritious foods to businesses and consumers with traceability and sustainability. Above Food's consumer products and brands are available online at www.abovefood.com and in leading grocers across Canada and the United States.

About Palm Global

Palm Global is a next-generation innovator in financial inclusion, agri-tech, and sustainability, operating out of San Francisco, Dubai, Hong Kong, and Singapore. Utilizing AI, blockchain, and decentralized finance ("DeFi") technologies. Palm Global delivers scalable solutions that drive economic empowerment and financial access for millions of farmers across Africa, Southeast Asia, and the Americas. By facilitating access to credit, insurance, and advanced agricultural technologies, through its platforms and super-apps, Palm Global supports sustainable growth and food security at scale. Through strategic partnerships with governments, global institutions, and NGOs, Palm Global is accelerating the adoption of digital solutions that transform global agriculture and strengthen financial resilience in underserved markets. The Palm Global website is available at www.palmglobal.ai

Contact Information:

Media:
media@abovefood.com

Investors:
investors@abovefood.com

Cautionary Statements

This press release contains certain forward-looking information and forward-looking statements within the meaning of applicable securities laws (collectively "forward-looking information"), which are based on Above Food's and Palm Global's current internal expectations, estimates, projections, assumptions and beliefs. The use of any of the words "believe", "estimate", "anticipate", "expect", "plan", "predict", "outlook", "target", "project", "plan", "may", "could", "will", "shall", "should", "intend", "potential", "seek", "future", "outlook" and similar expressions that predict or indicate future events or trends or events that are not statements of historical matters are intended to identify forward-looking information. Forward-looking information in this press release includes, but is not limited to: statements regarding the anticipated benefits of the acquisition, particularly that the acquisition will offer certain advantages to Above Food's shareholders and its business as a whole; the expectation that following completion of the acquisition, the Above Food's shareholders and Palm Global's shareholders will continue to participate in the upside of the combined company; and statements regarding estimates and forecasts of financial and performance metrics and projections of market opportunity. Forward-looking information is not intended to serve as, and must not be relied on by any investor as, a guarantee, an assurance, a prediction or a definitive statement of fact or probability.

Above Food and Palm Global currently believe the expectations reflected in the forward-looking information in this press release are reasonable, but no assurance can be given that these expectations will prove to be correct, and readers should not place undue reliance on such forward-looking information. The forward-looking information in this press release is subject to a number of known and unknown risks and uncertainties that could cause actual events or results to differ materially, including, but not limited to: (i) changes in domestic and foreign business, market, financial, political and legal conditions; (ii) the expected benefits of the acquisition are not obtained; (iii) the ability to meet stock exchange listing standards following the consummation of the acquisition; (v) the risk that the acquisition disrupts current plans and operations of Above Food as a result of the consummation of the acquisition; (vi) failure to realize the anticipated benefits of the acquisition, which may be affected by, among other things, competition, the ability of the combined company to grow and manage growth profitably, maintain relationships with customers and suppliers and retain its management and key employees; (vii) costs related to the acquisition; (viii) changes in applicable law or regulations; (ix) risks relating to the stewardship of Above Food by a newly appointed chairman and CEO; (x) the outcome of any legal proceedings that may be instituted against Palm Global or Above Food; (xi) the effects of competition on Above Food's future business; (xii) the ability of Palm Global or the combined company to issue equity or equity-linked securities or obtain debt financing; (xiii) the enforceability of Above Food's intellectual property rights, including its copyrights, patents, trademarks and trade secrets, and the potential infringement on the intellectual property rights of others; and (xiv) Above Food's ability to execute its planned acquisition strategy, including to successfully integrate completed acquisitions and realize anticipated synergies. If any of these risks materialize or our assumptions prove incorrect, actual results could differ materially from the results implied by the forward-looking information. There may be additional risks that Above Food does not presently know or that Above Food currently believes are immaterial that could also cause actual results to differ from those contained in the forward-looking information.

In addition, forward-looking information reflects Above Food's expectations, plans or forecasts of future events and views as of the date of this press release. Above Food anticipates that subsequent events and developments may cause Above Food's assessments to change. However, while Above Food may elect to update the forward-looking information at some point in the future, Above Food specifically disclaims any obligation to publicly update or revise any forward-looking information, whether as a result of new information, future events or otherwise, except as required by applicable securities laws. Nothing in this press release should be regarded as a representation by any person that the forward-looking information set forth herein will be achieved or that any of the contemplated results of such forward-looking information will be achieved. Accordingly, undue reliance should not be placed upon the forward-looking information. The forward-looking information contained herein is expressly qualified in its entirety by this cautionary statement.

Additional Information and Where to Find It:

INVESTORS AND SECURITY HOLDERS OF ABOVE FOOD ARE URGED TO READ THE DOCUMENTS FILED WITH THE SEC, CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT ABOVE FOOD. Investors and security holders will be able to obtain free copies of the documents filed with the SEC by Above Food through the website maintained by the SEC at http://www.sec.gov. Copies of the documents filed with the SEC by Above Food are also be available free of charge on Above Food's website at https://abovefood.com or by contacting Above Food's Investor Relations Department at 2305 Victoria Ave #001, Regina, Saskatchewan, Canada, S4P 0S7.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/239894

FAQ

What is the value of Above Food's acquisition of Palm Global Technologies?

Above Food (NASDAQ: ABVE) has signed an LOI to acquire Palm Global Technologies for approximately $180 million through a share exchange agreement.

When will Above Food's acquisition of Palm Global Technologies close?

The definitive agreements are expected to be completed during February 2025, with approvals and closing to follow shortly thereafter.

What technologies does Palm Global bring to the ABVE acquisition?

Palm Global brings proprietary AI, blockchain, and decentralized finance (DeFi) technologies, including frontline super-apps that support agricultural operations and financial inclusion.

Who will lead Above Food (ABVE) after the Palm Global acquisition?

Peter Knez will assume the role of Chairman and CEO of the combined companies, while Lionel Kambeitz will continue as Executive Director and Jason Zhao as CFO.

Which major partnerships does Palm Global bring to Above Food (ABVE)?

Palm Global brings partnerships with Peace for Life Foundation, IIMSAM (UN-affiliated), Alpha MBM Investment, Promax United Investment, Pro-Natura International, and various global organizations.

What geographical markets will ABVE expand into through the Palm Global acquisition?

The acquisition will expand Above Food's presence across Africa, Latin America (including Mexico and Brazil), and Southeast Asia (including Indonesia).