Charli Capital Announces Proposed Transaction for Strategic Reverse Takeover

AI-Powered Infrastructure to Transform Capital Markets Access, Visibility, and Intelligence; Going Public Enhances Growth Trajectory and Market Leadership Position

VANCOUVER, British Columbia, July 09, 2025 (GLOBE NEWSWIRE) -- CharliAI Inc. d/b/a Charli Capital (“Charli Capital” or the “Company”), a leading provider of AI-driven infrastructure for capital markets, today announced it has entered into a binding letter agreement (“Letter Agreement”) with 1348514 B.C. Ltd. (“ShellCo”), a reporting issuer in British Columbia and Alberta. The Letter Agreement outlines the proposed acquisition of Charli Capital by ShellCo, resulting in a reverse takeover of ShellCo, subject to regulatory and shareholder approvals (the “Proposed Transaction”).

Charli Capital is transforming capital markets with its breakthrough “Multidimensional AI” platform, delivering real-time, automated insights across both public and private markets. Purpose-built and designed for private investors, family offices, advisors, and fund managers, Charli Capital’s technology is engineered to:

Accelerate Diligence & Surface Smart Deals: AI-powered investor relations tools and instant scorecards for alternative investments.
Deliver Always-On Market Intelligence: Unified, automated access to financials, valuations, forecasts, and comparable data for both public and private companies.
Unlock Private Market Opportunity: Addressing the inefficiencies in private market data, Charli Capital empowers investors with actionable intelligence and transparency in a sector where 99% of companies are private and data is often fragmented or inaccessible.

Charli Capital’s platform is built on years of advanced R&D in Agentic AI, data science, and leading-edge digital twin technologies to outperform traditional solutions in accuracy, reasoning, and speed.

“The Proposed Transaction marks a pivotal milestone for Charli Capital,” said Kevin Collins, CEO of Charli Capital. “By becoming a public company through this reverse merger with ShellCo, we will significantly increase awareness of Charli Capital among key stakeholders, accelerate the scale of our AI-powered platform, and deliver next-generation market intelligence to a broader audience of investors, advisors, and institutions.”

Eric Massie, CEO and Director of ShellCo, added, “We are excited to partner with Charli Capital, whose innovative technology and vision align with our commitment to delivering value to shareholders and the broader capital markets ecosystem.”

The Proposed Transaction positions Charli Capital to accelerate its mission of democratizing access to private and public market intelligence, and is also expected to:

Enhance transparency and trust for stakeholders.
Expand access to growth capital.
Enable broader adoption of Charli Capital’s AI-driven solutions in the global investment community.

Overview of Proposed Transaction

Reverse Takeover Structure: ShellCo will acquire all issued and outstanding equity securities of Charli Capital, resulting in Charli Capital becoming the public entity.
Binding Agreement: The Letter Agreement creates binding obligations on both parties, subject to customary closing conditions and regulatory approvals.

About Charli Capital
Charli Capital is redefining the future of private investing with a first-of-its-kind dual-sided network, powered by Charli’s multidimensional AI. Our platform empowers investors to uncover hidden opportunities, access high-quality deal flow, and engage in a new era of data-driven, intelligent capital allocation. Charli Capital is where next-generation investment decisions begin.

Cautionary Statements

As noted above, completion of the Proposed Transaction is subject to a number of conditions. There can be no assurance that the Proposed Transaction will be completed as proposed or at all.

Investors are cautioned that, except as disclosed in the management information circular of the Company to be prepared in connection with the Proposed Transaction, any information released or received with respect to the Proposed Transaction may not be accurate or complete and should not be relied upon.

This news release does not constitute an offer to sell, or a solicitation of an offer to buy, any securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”) or any state securities laws and may not be offered or sold within the United States or to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.

Forward-Looking Information and Statements

This news release contains "forward-looking information" within the meaning of applicable securities laws. All statements contained herein that are not clearly historical in nature may constitute forward-looking information.

Generally, such forward-looking information or forward-looking statements can be identified by the use of forward looking terminology such as "plans", "expects" or "does not expect", "is expected", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates" or "does not anticipate", or "believes", or variations of such words and phrases or may contain statements that certain actions, events or results "may", "could", "would", "might" or "will be taken", "will continue", "will occur" or "will be achieved". The forward-looking information and forward-looking statements contained herein include, but are not limited to, statements regarding: the Company will complete the Proposed Transaction; becoming a public company will enhance transparency and trust for stakeholders, expand access to growth capital, and enable broader adoption of Charli’s AI-driven solutions in the global investment community; the resulting issuer will carry out the business of Charli; and the Proposed Transaction will significantly increase awareness of Charli Capital among key stakeholders, accelerate the scale of its AI-powered platform, and deliver next-generation market intelligence to a broader audience of investors, advisors, and institutions.

Forward-looking information in this news release are based on certain assumptions and expected future events, namely: the Company will have the ability to complete the Proposed Transaction; becoming a public company will give the Company the ability to enhance transparency and trust for stakeholders, expand access to growth capital, and enable broader adoption of Charli’s AI-driven solutions in the global investment community; the resulting issuer will have the ability to carry out the business of Charli; and the Proposed Transaction will have the ability to significantly increase awareness of Charli Capital among key stakeholders, accelerate the scale of its AI-powered platform, and deliver next-generation market intelligence to a broader audience of investors, advisors, and institutions.

These statements involve known and unknown risks, uncertainties and other factors, which may cause actual results, performance or achievements to differ materially from those expressed or implied by such statements, including but not limited to: the Company will not complete the Proposed Transaction; becoming a public company will not give the Company the ability to enhance transparency and trust for stakeholders, expand access to growth capital, nor enable broader adoption of Charli’s AI-driven solutions in the global investment community; the resulting issuer will not have the ability to carry out the business of Charli; and the Proposed Transaction will not significantly increase awareness of Charli Capital among key stakeholders, accelerate the scale of its AI-powered platform, nor deliver next-generation market intelligence to a broader audience of investors, advisors, and institutions.

Readers are cautioned that the foregoing list is not exhaustive. Readers are further cautioned not to place undue reliance on forward-looking statements, as there can be no assurance that the plans, intentions or expectations upon which they are placed will occur. Such information, although considered reasonable by management at the time of preparation, may prove to be incorrect and actual results may differ materially from those anticipated.

Forward-looking statements contained in this news release are expressly qualified by this cautionary statement and reflect the Company’s expectations as of the date hereof and are subject to change thereafter. The Company undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, estimates or opinions, future events or results or otherwise or to explain any material difference between subsequent actual events and such forward-looking information, except as required by applicable law.

For media inquiries, please contact:

Fatema Bhabrawala
Director of Media Relations
fbhabrawala@allianceadvisors.com

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