Inception XR Inc. signs a non-binding term sheet to acquire Metro One Telecommunications, Inc. (OTCPK:WOWI) in a reverse merger transaction on December 26, 2023. Under the Term Sheet, Metro One will form a wholly owned subsidiary in the State of Delaware, which will merge with Inception XR ? the surviving entity.

Concurrently, the stockholders of Inception XR will become the controlling stockholders of Metro One. Inception XR is expected to reach approximately $4.8 million in revenue in 2023 with positive EBITDA. According to the Term Sheet, the combined valuation of Metro One after the reorganization and new capital raises will be approximately $65 million.

As a condition of closing, Metro One will raise $3.6 million, and Inception XR will provide an additional $1.8 million either in the form of working capital or new capital raised, all to be invested in the combined company. Post-merger ownership after and accounting for the capital raises is expected to be split 25% to current Metro One stockholders and debtholders, and 75% to current and new Inception XR stockholders. The newly proposed board will be comprised of eight members, consisting of 5 members from Inception XR and 3 members from Metro One, with the current Chief Executive Officer of Inception XR, Benny Arbel, becoming Chief Executive Officer of Metro One.

The transaction is subject to the execution of a definitive agreement and conditions to closing, which is expected to occur by the end of the first quarter of 2024.