Kraken Robotics closes $402.5 million subscription receipt offering

Kraken Robotics Inc. (TSXV: PNG) completed a public offering of 47,353,550 subscription receipts at $8.50 per receipt, generating gross proceeds of approximately $402.5 million, the company announced.

The offering included 6,176,550 subscription receipts issued through the full exercise of underwriters' over-allotment option. The subscription receipts began trading on the TSX Venture Exchange under the symbol "PNG.R".

Kraken plans to use the net proceeds to partially fund the cash portion of its acquisition of Covelya Group Limited, an underwater technology solutions provider, for total consideration of approximately $615 million. The acquisition is expected to close in the second quarter of 2026.

Each subscription receipt entitles the holder to receive one common share of Kraken upon satisfaction of certain release conditions, including completion of all acquisition conditions except payment of the purchase price. The gross proceeds, minus 50% of underwriter commissions and certain expenses, have been placed in escrow with Computershare Trust Company of Canada.

If the release conditions are not satisfied by December 31, 2026, or if the acquisition is terminated, subscription receipt holders will receive a cash payment equal to the offering price plus their share of interest earned on escrowed funds.

The offering was conducted through a syndicate of underwriters co-led by Scotiabank and Desjardins Capital Markets, including Canaccord Genuity Corp., Jefferies Securities Inc., TD Securities Inc., Cormark Securities Inc., Raymond James Ltd., and National Bank Financial Inc.

Kraken develops underwater robotics and sensor technology, while Covelya Group provides underwater technology solutions and has operated for over 50 years.

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