Ethereum Mining and Blockchain Company TTM Digital Assets & Technologies Enters Into Triangular Reverse Merger With Sysorex

Rhea-AI Summary

Sysorex (OTCQB: SYSX) completed a reverse triangular merger with TTM Digital Assets & Technologies, Inc., establishing itself as the largest U.S. publicly traded Ethereum mining company. TTM, operating since 2017, has been profitable and holds Ethereum valued at approximately $35 million. The merger enhances Sysorex's balance sheet by eliminating at least $13.5 million in debt and gives TTM shareholders 80% ownership of Sysorex. The combined company aims to leverage Ethereum's opportunities, including NFTs and decentralized finance, while retaining its cybersecurity services for the U.S. government.

Positive

• Sysorex becomes the largest U.S. publicly traded Ethereum mining company.
• TTM's Ethereum holdings valued at approximately $35 million enhances Sysorex's asset base.
• The merger eliminates at least $13.5 million in Sysorex debt, improving the balance sheet.
• TTM shareholders gain 80% ownership of Sysorex, aligning interests.
• Increased strategic opportunities with U.S. government contracts due to Sysorex's existing services.

Negative

• None.

Herndon, VA, April 14, 2021 (GLOBE NEWSWIRE) -- via NewMediaWire -- Sysorex (OTCQB: SYSX) today announced the closing of a reverse triangular merger with TTM Digital Assets & Technologies, Inc., a data center owner and operator and now, the largest U.S. publicly traded Ethereum mining company based in the United States with operations in New York and North Carolina.

As a result of the transaction, TTM’s business and operations will become the core business of Sysorex as the first Ethereum company trading in the U.S. public markets.  Sysorex will continue to operate its legacy business providing a comprehensive suite of network performance, secure wireless access and cybersecurity products to the U.S. Government through its wholly-owned subsidiary, Sysorex Government Services, Inc.

TTM, a pioneer in the Ethereum mining sector, operating since 2017, has been profitable since inception.  Prior to the Merger, TTM mined and distributed Ethereum to management and its investors that if held by those investors would be valued at approximately $35,000,000 at today’s Ether (ETH) price of approximately $2,325.

TTM owns and operates more than 12,000 NVIDIA graphics processing units (GPUs), including a large number of specialized Cryptocurrency Mining Processors. These GPUs are currently online and securing the Ethereum blockchain and generating ETH around the clock with industry leading efficiency.

By the Merger, the shareholders of TTM exchanged 100% of TTM’s share capital for Sysorex’s agreement to issue 124,218,268 shares of Sysorex common stock to the TTM shareholders, which will represent 80% of the total share capital of Sysorex.  As a closing condition to the Merger, a significant portion of the Company’s existing debtholders, creditors and service providers agreed to convert or exchange their outstanding indebtedness or accounts payable, as applicable, eliminating at least $13,500,000 of Sysorex debt, substantially improving Sysorex’s balance sheet and significantly increasing Sysorex shareholders’ equity.

Wayne Wasserberg, an executive with more than 15 years of experience working with clients internationally across industries including Forex trading, alternative assets, infrastructure and real estate development has been elected CEO of TTM, replacing Zaman Khan who will remain on the Board and will continue as the President of SGS.

Commenting on the transaction, Mr. Wasserberg stated, “TTM’s management team draws experience from multiple industries including crypto-centric development stage businesses, engineering and capital markets who recognized the power and flexibility of the Ethereum blockchain soon after its introduction.  The team smartly invested in data center infrastructure shortly after formation and from the outset recognized the importance of owning and operating its cryptocurrency mining infrastructure.”

Mr. Wasserberg continued, “The historical strategy was to operate TTM similar to an investment fund distributing mined ETH to its investors.  Given the expanded opportunity set presented by Ethereum today including non-fungible tokens (NFTs), development of apps and peer-to-peer financial transactions, and the expectation that future upgrades to the Ethereum network will make Ethereum more scalable, and to further enhance security to support 1,000s of transactions per second, TTM has shifted its strategy to amassing Ethereum in our corporate treasury, providing public shareholders exposure to this asset class as we also expand our platform to unlock value for our new shareholders based on the latest opportunities provided by Ethereum as we position for the exciting future of Ethereum and our business.

“Given our strong position within the cryptocurrency industry and deep relationships with the leading manufactures of GPUs and application-specific integrated circuits (ASICs), we can expand to the mining of Bitcoin and other cryptocurrencies in the future. However, our current mindset is that Ethereum holds several advantages over Bitcoin.  Unlike Bitcoin, which as it has matured, has maintained a conservative stance on technological progress and blockchain usage, Ethereum has embraced progress in on-chain usage allowing for the creation of decentralized applications (dApps) and explosive growth in decentralized finance (DeFi) as programmable money. Given this divergence of approach, we were not surprised last month to see Visa become the first major legacy transaction service provider to settle transactions on top of the Ethereum blockchain.

“We believe the Merger with Sysorex provides our combined company with certain strategic opportunities that we have identified given Sysorex’s relationship with the U.S. Government and the recently announced $2 trillion-plus infrastructure plan and we look forward to exploring new business with SGS.  We also see large opportunities around Ethereum’s flexible network that allows users to build and launch NFTs on top of the framework, which can also be stored on the network, and we are interested in exploring optimization of Artificial Intelligence and Deep Learning and quick image rending in partnership with our significant stakeholder, CoreWeave, Inc.”

The Merger was structured as and is intended to constitute a tax-free exchange pursuant to Section 368(a)(1)(A) and Section 368(a)(2)(E) of the Internal Revenue Code of 1986, as amended.

For additional details on the Merger, please reference our current report on Form 8-K filed with the U.S. Securities and Exchange Commission.

Please visit our TTM Website for more information.

We will retain the SYSX stock ticker symbol until further notice.

Safe Harbor Statement

All statements in this release that are not based on historical fact are "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995 and the provisions of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. While management has based any forward-looking statements included in this release on its current expectations, the information on which such expectations were based may change. These forward-looking statements rely on a number of assumptions concerning future events and are subject to a number of risks, uncertainties and other factors, many of which are outside of the control of Sysorex, Inc. and its subsidiaries, which could cause actual results to materially differ from such statements. Such risks, uncertainties, and other factors include, but are not limited to, the fluctuation of economic conditions, the impact of COVID-19 on Sysorex's results of operations, Sysorex’s ability to integrate the products and business from recent acquisitions into its existing business, the performance of management and employees, the regulatory landscape as it relates to privacy regulations and their applicability to Sysorex’s technology. Other factors that are detailed in Sysorex's periodic and current reports available for review at sec.gov. Furthermore, Sysorex operates in a highly competitive and rapidly changing environment where new and unanticipated risks may arise. Accordingly, investors should not place any reliance on forward-looking statements as a prediction of actual results. Sysorex disclaims any intention to, and undertakes no obligation to, update or revise forward-looking statements. 

For more information:

Company – info@ttmdigitalassets.com

Investor Relations – ir@ttmdigitalassets.com

Jimmy Caplan, Market Makers

Public Relations – pr@ttmdigitalassets.com

Rick Eisenberg, Eisenberg Communications

FAQ

What is the significance of the SYSX and TTM merger?

The SYSX and TTM merger establishes Sysorex as the largest U.S. publicly traded Ethereum mining company, enhancing its asset base and market position.

How much debt did the merger eliminate for Sysorex?

The merger eliminated at least $13.5 million in Sysorex debt, significantly improving its balance sheet.

What percentage of Sysorex will TTM shareholders own after the merger?

TTM shareholders will own 80% of Sysorex after the merger.

What are the future opportunities for Sysorex post-merger?

Post-merger, Sysorex plans to explore opportunities in Ethereum-related technologies, NFTs, and partnerships for AI and deep learning.

What services will Sysorex continue to provide after the merger?

Sysorex will continue providing network performance, secure wireless access, and cybersecurity products, particularly to the U.S. government.