Zcash miner buys 9.4% of merger target that warns failed deal could end in liquidation

Fortitude Mining, Digital Currency Group's Zcash-focused miner, bought a 9.4% stake in Nasdaq-listed HeartSciences for about $1 million, giving its proposed merger partner cash for operating expenses while shareholder approval remains pending.

The Aug. 12 private placement covered 411,522 HeartSciences common shares at $2.43 each. A beneficial ownership filing put Fortitude's exact cash outlay at $999,998.46 and its post-purchase stake at approximately 9.4%.

HeartSciences said the price represented a 22% premium to its closing share price on the purchase date. The target said it would use the net proceeds for operating expenses before the proposed combination closes, making the transaction a cash equity placement rather than a loan.

The investment does not change the exchange ratio, and Fortitude's equity holders will not receive additional closing shares for the $1 million injection, according to an SEC-filed company release.

Buying ordinary shares gives the Zcash miner a direct stake in HeartSciences before shareholders decide the corporate combination. Because the placement sits outside the exchange-ratio formula, the cash buys target-company equity without increasing the merger consideration payable to Fortitude's existing owners.

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