Venda Robotix Ltd entered into a binding letter of intent to acquire Zenith Capital Corporation (TSXV:ZENI.P) in a reverse merger transaction on August 3, 2021. Venda will complete the Securities Exchange, resulting in the issuance to the securityholders of Venda of the following securities of the resulting issuer: (1) approximately 88,314,700 common shares; (2) approximately 7,123,000 share purchase warrants to purchase shares of the Resulting Issuer at exercise prices ranging from CAD 0.28 to CAD 0.40; and (3) approximately 685,300 stock options at exercise prices ranging from CAD 0.35 to CAD 0.45. Pursuant to the Business Combination Agreement, Zenith will acquire all of the issued and outstanding equity interests in Venda (the “Share Exchange”), being 197,000 ordinary shares and 30,695 preferred A shares in the capital of Venda (collectively, the “Venda Shares”) from the Venda Shareholders in exchange for the issuance of 83,499,989 common shares in the capital of Zenith (“Zenith Shares”). In connection with the Share Exchange, all of the common share purchase warrants of Venda (the “Venda Warrants”) will be cancelled immediately prior to the Effective Time, in exchange for Zenith issuing to the holders thereof, an aggregate of 3,528,199 replacement common share purchase warrants of Zenith (the “Replacement Warrants”), expiring on May 9, 2023. Under the terms of the Business Combination Agreement, up to an additional 25,400,000 Resulting Issuer Shares (the “Venda Milestone Shares”) will be issuable to the Venda Shareholders subject to the Resulting Issuer attaining the following financial performance targets 12,700,000 Resulting Issuer Shares (“Venda Milestone I Shares”), if within 30 months of closing of the Transaction, the Resulting Issuer achieves CAD 10,000,000 of revenue and 12,700,000 Resulting Issuer Shares (“Venda Milestone II Shares”), if within 48 months of closing of the Transaction, the Resulting Issuer achieves CAD 25,000,000 of revenue. Upon completion of the transaction, the Share Financing and Concurrent Financing the shareholders of Venda will hold approximately 70% of the issued and outstanding common shares of the resulting issuer on a non-diluted basis. In addition, up to 25 million common shares of the Zenith may be issued to the shareholders of Venda on achieving two performance milestones. Concurrent with the closing of the transaction, Zenith intends to complete a private placement of units for minimum gross proceeds of CAD 2 million. In connection with the closing of the Transaction, it is anticipated that Zenith will change its name to “Venda Robotix Holdings Inc.”, or such other name as determined by Venda and the Resulting Issuer Shares will be listed on the TSXV under the stock symbol “ROBO”, subject to the approval of the applicable regulatory authorities. Zenith Capital extended the deadline for entering into a definitive agreement in connection with the Transaction until March 31, 2022.

Upon completion the Zenith's board of directors and certain senior officers will resign and the board of directors and management team and the Resulting Issuer will be reconstituted with nominees put forth by Venda. The following proposed management and directors of the Resulting Issuer will be appointed as mentioned Rani Duani as Chief Operating Officer and Corporate Secretary, David Ben Porat appointed as Chief Strategy Officer and Director, Meydan Ben-Barak as Chief Executive Officer, Jacob Maimon as Chief Financial Officer, Nadav Mansdorf as Chief Financial Group Officer, Chairman and Director, Vivian Katsuris as Director, Gabriel Kabazo as Director and Roy Borochov as Director.

Completion of the Transaction will be subject to certain conditions, including but not limited to: completion of the Concurrent Financing; receipt of all necessary approvals of the boards of directors of Zenith and Venda; due diligence reviews, approval of the Venda Shareholders, all required regulatory and third party approvals including but not limited to, a tax ruling for the Israeli tax authority; approval of the Transaction by the TSXV as Zenith's Qualifying Transaction; Venda satisfying the Initial Listing Requirements set by the Exchange for a Tier 2 Industrial Issuer and the parties' entry into a definitive agreement in furtherance to the Letter of Intent. The transaction Is expected to close on or before October 31, 2021. As of May 31, 2022, the transaction is expected to close on July 31, 2022. As of June 29, 2022, the parties have entered into amendment agreement. The Amending Agreement amends certain terms of the previously announced amended and restated letter of intent dated April 14, 2022, as further amended on May 30, 2022, including extending the deadline for entering into a definitive agreement in connection with the Transaction until August 29, 2022. Additionally, Zenith Capital Corporation and Venda have agreed to extend the deadline for closing the Transaction until September 30, 2022. As of August 29, 2022, the parties have again entered into amendment agreement. Additionally, the Company and Venda have agreed to extend the deadline for closing the Transaction until October 31, 2022. As of October 26, 2022, the parties have again entered into amendment agreement including extending the deadline for entering into a definitive agreement in connection with the Transaction until December 31, 2022. Additionally, the Company and Venda have agreed to extend the deadline for closing the Transaction until January 31, 2023.

Venda Robotix Ltd cancelled the acquisition of Zenith Capital Corporation (TSXV:ZENI.P) in a reverse merger transaction on January 23, 2023.