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Highlights

  • WonderFi shareholders approved the CAD 0.36 per share acquisition by Robinhood’s indirect subsidiary.
  • Over 96% of securityholder votes were cast in favor of the proposed arrangement.
  • Earnout Rights Holders approved amendments, resulting in a final net payment of CAD 199,396.

WonderFi Technologies Inc. (TSX:WNDR) announced that its securityholders have approved the proposed acquisition of the company by Wrangler Holdings Inc., an indirect, wholly owned subsidiary of Robinhood Markets, Inc. The approval was secured at a special meeting held on July 17, 2025.

The acquisition, structured as a statutory plan of arrangement under British Columbia corporate law, received strong voting support. Approximately 96.28% of shareholder votes and 96.3% of combined shareholder and broker warrant holder votes were cast in favor. When excluding shares required under Multilateral Instrument 61-101, 94.07% of the eligible shareholder votes also supported the transaction. In total, 321,024,400 votes were cast, representing 48.36% of the company’s outstanding shares as of the meeting's record date.

Under the terms of the deal, shareholders will receive CAD 0.36 per share in cash. Broker warrant holders will be paid a cash amount equal to the Black-Scholes value of each warrant, as calculated on the business day prior to closing. Additional details, including submission requirements and procedures, are outlined on June 13, 2025, management information circular available on SEDAR+.

WonderFi is now seeking a final order from the Supreme Court of British Columbia, with the hearing expected on or around July 21, 2025. Subject to final approvals and conditions outlined on May 12, 2025, arrangement agreement, the acquisition is expected to close in the second half of 2025.

In a related matter, the company reported that its earnout rights holders approved amendments to the 2023 earnout rights indenture. The resolution passed with 98.04% support. As a result, the final interim earnout period will extend from July 1, 2025, to the earlier of the business day prior to the transaction's effective date or November 14, 2025.

The total gross earnout amount of CAD 366,774 will be reduced by CAD 167,378, voluntarily forfeited by certain holders. This results in a final aggregate earnout payment of CAD 199,396 to the remaining earnout rights holders. The payment date will occur no later than March 31, 2026, marking the termination of all earnout obligations under the amended indenture.