TORONTO, May 7, 2026 /CNW/ - Spendsafe ("Spendsafe" or the "Company"), a Canadian fintech company building a youth financial education platform on secure banking and payments rails, is pleased to announce that it has entered into a non-binding letter of intent dated May 6 2026 (the "LOI") with 1587815 B.C. Ltd. ("ShellCo") which sets forth, in general terms, the basic terms and conditions upon which Spendsafe and ShellCo intend to combine their business operations, resulting in a reverse takeover of ShellCo by Spendsafe and its securityholders (the "Transaction"). Subject to exchange approval of the TSX Venture Exchange (the "Exchange" or "TSXV"), it is intended that, upon completion of the Transaction, the common shares of the resulting issuer (the "Resulting Issuer Shares") will be listed on the TSXV.
Spendsafe sits at the intersection of regulated payments infrastructure and evidence-led financial education, a combination that enables capabilities and insights that typical youth or "allowance" apps can't replicate. The Company's platform pairs Mastercard®-enabled prepaid program rails and partner-grade compliance infrastructure supported by Peoples Trust Company as issuer and Berkeley Payment Solutions as program manager (including PCI and KYC frameworks) with an AI-enabled learning layer designed to translate real transactions into age-appropriate coaching, parent guidance, and measurable skill progression, built with a privacy‑by‑design approach for youth. With a differentiated partner ecosystem, including the Company's previously announced collaboration with UCL EdTech Labs to support independent learning-outcome measurement and its Landmark Cinemas distribution relationship, Spendsafe believes it is well-positioned to attract institutional partners and to operate with the governance, transparency, and oversight expectations required to scale across North America.
Spendsafe believes that pursuing a public-market pathway at this stage is a strategic fit for a company operating at the intersection of payments, youth safety, education, and AI, where trust, transparency, and governance are essential to scaling responsibly. Subject to the negotiation of a Definitive Agreement and receipt of all required approvals, the transaction is expected to support a stronger governance and disclosure framework, which the Company believes can increase confidence among families, strategic distribution partners, and institutional stakeholders as Spendsafe expands across Canada and evaluates broader North American opportunities over time. In addition, a public listing platform may provide a durable capital markets foundation to support long-term product investment, partner integrations, and scalable go-to-market execution, while aligning employees, early supporters, and new investors around a clear, accountable growth plan.
"We're building a category-defining platform where every transaction can teach, and where safety, compliance, and evidence matter as much as growth," said Vasanth Ratna, Founder and CEO of Spendsafe. "We believe a public-market platform can strengthen governance and accountability while expanding our ability to partner, invest, and scale responsibly for families across Canada and beyond."
About Spendsafe
Spendsafe is Canada's first* and only Mastercard®-backed financial education platform built specifically for youth. Designed for children and teens aged 6 to 18, Spendsafe combines a secure prepaid card, real-time AI coaching, and dynamic parent-child financial tools to create a fully integrated ecosystem for building lifelong money skills. With a mission to empower the next generation through responsible financial habits, Spendsafe turns everyday transactions into teachable moments, offering a safe, scalable solution that grows with each child's financial journey. Learn more at www.spendsafe.com
About 1587815 B.C. Ltd.
ShellCo is a British Columbia corporation formed to pursue a business combination transaction.
Proposed Transaction
Pursuant to the LOI, the parties intend to complete the Transaction by way of a business combination structure to be determined, including, without limitation, an arrangement, amalgamation, share exchange, reverse takeover, or other similar transaction structure, having regard to applicable tax, corporate, and securities law considerations.
Following execution of the LOI, the parties intend to negotiate and execute definitive documentation relating to the Transaction, including a definitive agreement (the "Definitive Agreement") that will set forth the detailed terms and conditions of the Transaction, including the matters contemplated by the LOI and such other terms and conditions as are customary for a transaction of this nature.
Conditions to Closing and Additional Disclosure
Completion of the Transaction is subject to a number of conditions, including, without limitation: completion of due diligence; negotiation and execution of the Definitive Agreement; receipt of all required corporate and regulatory approvals; and approval of the exchange.
A comprehensive news release will be issued in due course in accordance with applicable exchange requirements and Canadian securities laws, which is expected to include additional details of the Transaction, including information respecting the Resulting Issuer, the Transaction structure, the Concurrent Financing, and other material information, once a Definitive Agreement has been executed and certain conditions have been satisfied.
Forward-Looking Information
This news release contains "forward-looking information" within the meaning of applicable Canadian securities legislation. Forward-looking information is generally identified by the use of forward-looking words such as "plans", "expects", "intends", "anticipates", "believes", "estimates", "may", "will", "could", "would", "might", "should" and similar expressions, including negatives thereof. Forward-looking information in this news release includes, without limitation, statements relating to: the Transaction; the anticipated structure, terms and timing of the Transaction; the negotiation and execution of a Definitive Agreement; the completion, size, structure and timing of the Concurrent Financing; the satisfaction of the Exchange's distribution requirements; the receipt of all required approvals, including acceptance by the exchange; and the listing of the Resulting Issuer Shares on the exchange.
Forward-looking information is based on management's current expectations and assumptions and is subject to risks and uncertainties, many of which are beyond the control of Spendsafe and ShellCo, which may cause actual results to differ materially from those expressed or implied by such forward-looking information. These risks and uncertainties include, without limitation: that the parties may not enter into a Definitive Agreement; that the Transaction may be modified, delayed, or not completed; that the Concurrent Financing may not be completed on the anticipated terms or at all; that necessary approvals may not be obtained; and general market, economic, and regulatory conditions. Readers are cautioned not to place undue reliance on forward-looking information. Neither Spendsafe nor ShellCo undertakes any obligation to update forward-looking information except as required by law.
This news release is for informational purposes only and does not constitute an offer to sell or a solicitation of an offer to buy any securities in any jurisdiction.
Neither the Exchange nor its Regulation Services Provider (as that term is defined in the policies of the Exchange) accepts responsibility for the adequacy or accuracy of this release.
SOURCE Spendsafe Inc.
For further information: Spendsafe Inc., Vasanth Ratna, [email protected]; 1587815 B.C. Ltd., James Ward, [email protected]
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