Nextech3D.ai AI- IPO Spin-off Toggle3D.ai Approved By The Canadian Securities Exchange (CSE) to Trade on Wednesday June 14th Symbol: TGGL
Martech Outlook | Tuesday, June 13, 2023
TORONTO, O.N, Canada – Nextech3D.AI (formally “Nextech AR Solutions Corp'') (the “Company”) (OTCQX: NEXCF) (CSE: NTAR) (FSE: EP2), a Generative AI-Powered 3D model supplier for Amazon, P&G, Kohls and other major e-commerce retailers is pleased to announce that the Company has received court approval for the Toggle3D.ai Inc. ("Toggle3D.ai") spinout, and the trading date on the Canadian Securities Exchange (CSE) will commence on June 14, 2023. Toggle3D.ai will be trading under the ticker symbol TGGL on the CSE.
The spinout will be effected pursuant to the Company's previously announced plan of arrangement which received final court approval on June 9, 2023 (the "Arrangement"). Nextech3D.ai shareholders will automatically receive an aggregate of 4,000,000 shares as a stock dividend. After the spin-out Nextech3D.ai is going to retain 13 million shares or about a 50% ownership stake in Toggle3D.ai. Toggle3D.ai has raised $2,158,118 pursuant to the issuance of 8,632,473 common shares and 8,632,473 $0.50 warrants.
The spin-out of Toggle3D.ai follows Nextech's successful spin-out on 10/26/2022 of ARway.ai, currently trading on the CSE as ARWY and on the OTCQB as ARWYF.
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Toggle3D.ai is emerging as a standalone public company, initially trading on the CSE as TGGL, with plans to expand its presence to the Frankfurt and OTC markets in the near future. This strategic move not only drives innovation but also unlocks substantial shareholder value, reflecting Nextech's commitment to driving the industry forward.
Further Details of the Arrangement
Pursuant to the Arrangement, amongst other matters, the Company will receive an aggregate of 16,000,000 common shares of Toggle3D.ai (of which it shall immediately transfer 3,000,000 such shares to certain service providers in respect of services rendered) and an aggregate of 4,000,000 common shares of Toggle3D.ai will be distributed directly to the shareholders of the Company as noted above. No fractional shares will be issued as a result of the reclassification.
Also pursuant to the Arrangement, the Company will undertake a reorganization of its share capital by:
• renaming and redesignating all of its issued and unissued common shares as Class A common shares; and
• creating a new class consisting of an unlimited number of common shares (the "New Shares").
Each shareholder of Nextech3D.ai will exchange each Class A common share held at the effective time of the Arrangement for (A) one New Share, and (B) such shareholder's pro rata share of an aggregate of 4,000,000 common shares of Toggle3D.ai to be distributed amongst all such shareholders, and such shareholders will cease to be the holders of the Class A common shares so exchanged. The authorized share capital of the Company will then be amended to delete the Class A common shares. The New Shares of the Company being distributed pursuant to the Arrangement will also commence trading at market open on June 14, 2023.
All registered Nextech shareholders must submit a letter of transmittal to Computershare Trust Company of Canada to receive their New Shares and common shares of Toggle3D.ai. The letter of transmittal was included with the meeting materials distributed in connection with the annual and special meeting of the Company held on June 5, 2023 and can also be found under the Company's profile on SEDAR at www.sedar.com.
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