Predictiv AI Enters into Definitive Agreement to Acquire Shift Technologies and Housestack Holdings
July 25, 2025 (Source) — Further to Predictiv AI Inc.’s news release of July 9, 2025, announcing the entry into a letter of intent related to the acquisition of Shift Technologies Canada Inc. and HouseStack Holdings Inc. by Predictiv AI (the RTO transaction), the company has now entered into definitive agreements with respect to the RTO transaction.
The acquisition agreement
On July 22, 2025, Predictiv AI, Shift, HouseStack, Suman Pushparajah and Sana Srithas entered into an acquisition agreement pursuant to which PAI will acquire all of the issued and outstanding shares of Shift and HouseStack from Mr. Pushparajah and Ms. Srithas, in exchange for the issuance of PAI common shares (on a postconsolidation basis) of the resulting issuer that will exist upon completion of the RTO transaction in the aggregate amount of 62,678,641 resulting issuer shares to Mr. Pushparajah and Ms. Srithas.
In connection with the closing of the RTO transaction, Predictiv AI will consolidate its common shares on a ratio of one new share for each nine old shares. Based on the number of common shares currently issued and outstanding of 128,500,616, it is expected that the company will have approximately 14,277,846 common shares outstanding postconsolidation prior to completion of the RTO transaction.
Completion of the RTO transaction is subject to a number of conditions, including the requisite shareholder approval of the consolidation and the Canadian Securities Exchange (the CSE) approving the listing of the resulting issuer’s common shares.
CSE listing
It is a condition of closing of the RTO transaction that the resulting issuer obtains a listing of its common shares on the CSE. In connection with the RTO transaction, Predictiv AI intends to voluntarily delist its common shares from the NEX board of the TSX Venture Exchange and apply for a listing of the common shares of the resulting issuer on the CSE. As a result, it is anticipated that the RTO transaction will be governed by the policies of the CSE. While it is anticipated that the resulting issuer will qualify for listing, the CSE has not reviewed the RTO transaction and there is no certainty that the application will be approved.
The issuer is subject to TSX-V policy prior to delisting.
Shareholder meeting
Predictiv AI has scheduled its annual and special meeting for Sept. 10, 2025, at which time shareholders will be asked to approve the consolidation and delisting from the TSX Venture Exchange, in addition to the annual meeting matters. PAI has set Aug. 6, 2025, as the record date for shareholders entitled to vote at the company’s shareholder meeting.
Private placement financing
As part of the RTO transaction, an equity financing has been completed for gross proceeds of $1,642,000 through the issuance of subscription receipts at a price of 10 cents per subscription receipt. The funds from the subscription receipts will be held in escrow until the closing of the RTO transaction and the satisfaction of certain escrow release conditions. Each subscription receipt, upon satisfaction of the release conditions, will automatically convert into one resulting issuer share and one transferable share purchase warrant, subject to adjustment in certain events. Each warrant will entitle the holder thereof to purchase one resulting issuer share at an exercise price of 15 cents per share for a period of 24 months from the closing date of the RTO transaction, provided that, if, following four months and a day after the closing date of the RTO transaction, the volume weighted average price of the common shares on the CSE is equal to or greater than 30 cents for any 10 consecutive trading days, the resulting issuer may, upon providing written notice to the holders of warrants, accelerate the expiry date of the warrants to the date that is 30 days following the date of such written notice.
About Shift Technologies Canada Inc. — AI-driven fleet and asset management platform
Shift is an AI-powered fleet and asset management platform designed to optimize vehicle operations, access real-time asset tracking, reduce downtime and enhance work force productivity across multiple industries. By leveraging real-time data, predictive analytics and AI automation, Shift provides enterprise businesses and government entities with a comprehensive solution to manage fleets and assets efficiently.
About CloudRep — AI agent work force for business automation
CloudRep is a division of Shift and HouseStack.
CloudRep is transforming work force automation with AI-powered voice and text agents designed to enhance productivity, streamline operations and optimize business workflows. The company’s AI agents integrate seamlessly with enterprise data, enabling businesses to automate complex tasks while improving efficiency and customer engagement. CloudRep offers both AI voice agents and AI chat bots, delivering intelligent automation for customer interactions, call management and enterprise workflows.
About HouseStack Holdings Inc.
Real estate intelligence platform HouseStack is transforming the real estate industry with real estate intelligence platform which includes AI-driven automated valuation models (AVM) and a next-generation digital brokerage platform. By leveraging advanced machine learning and big data analytics, HouseStack empowers buyers, sellers and real estate professionals with instant property valuations, predictive market insights and a seamless digital transaction experience.
About Predictiv AI Inc.
Predictiv AI is a technology company which has helped businesses and organizations make smarter decisions using advanced artificial intelligence, deep machine learning and data science techniques. The company’s R&D (research and development) division, AI Labs Inc., a wholly owned subsidiary of Predictiv, has developed new products that solve real-world business problems.
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