VANCOUVER, BC – 05/05/2025 – (SeaPRwire) – In a groundbreaking move that signals a pivotal intersection of decentralized artificial intelligence and public capital markets, xTAO Inc., a Cayman Islands-based operator of blockchain infrastructure, has signed a definitive agreement to merge with Adrianna Ventures Ltd., a Canadian entity listed on the TSX Venture Exchange (TSXV). The proposed transaction, effective as of May 1, 2025, aims to establish xTAO as the first publicly-listed company to provide exposure to Bittensor, a rapidly growing decentralized AI protocol. Upon successful completion of the merger and meeting regulatory conditions, the resulting issuer will trade under the ticker symbol “XTAO” on the TSXV.
This strategic merger is designed to provide xTAO with a gateway into the global public market ecosystem while simultaneously offering investors regulated access to one of the most promising innovations in AI infrastructure. xTAO operates a validator node on the Bittensor network and holds the protocol’s native digital asset, TAO, as a treasury reserve. Spearheaded by founder and CEO Karia Samaroo—best known as the former Chairman and CEO of WonderFi—the company is poised to become a flagship vehicle for capitalizing on the emerging “Bitcoin of AI”.
“Bittensor is reshaping the foundation of how decentralized machine learning systems are built and rewarded,” said Samaroo. “xTAO’s upcoming listing will offer investors a front-row seat to the evolution of permissionless AI economies. With TAO as our strategic reserve and validator operations live, we believe our position is uniquely powerful.”
About Bittensor and the Role of xTAO
Bittensor is a novel blockchain-based protocol that incentivizes the creation of digital intelligence products such as datasets, computational tools, and machine learning models. Structured as a series of specialized subnetworks, the platform supports a dynamic ecosystem in which contributors are rewarded in TAO tokens. Validators like xTAO play a crucial role by assessing the quality of contributions and facilitating fair distribution of rewards.
In essence, Bittensor establishes an open, incentivized, and decentralized marketplace for AI services. xTAO’s validator function and TAO holdings position it at the heart of this emerging decentralized compute economy.
Merger Mechanics and Shareholder Terms
The transaction will be completed via a corporate merger between Adrianna Ventures and xTAO. Key terms of the agreement include:
- Adrianna shareholders who would receive 25 or fewer Resulting Issuer Shares will have their holdings redeemed at a fixed rate of US$1 per share.
- The remaining Adrianna common shares will be exchanged for a total of 540,000 shares in the newly formed Resulting Issuer.
- Existing Adrianna stock options will be canceled.
- Subscription Receipts issued by xTAO in a concurrent financing round will be exchanged for xTAO Shares, which will then be converted into Resulting Issuer Shares on a 1:5 basis.
- The Resulting Issuer will adopt the xTAO Inc. name, and its leadership will be restructured under the guidance of xTAO’s current team.
The merger has already secured significant shareholder backing, with approximately 86.5% of Adrianna’s shares committed through support agreements. A copy of the Merger Agreement will be available via SEDAR+ under Adrianna’s disclosure profile.
Three-Year Lockup and Market Restrictions
To reinforce long-term alignment, all 540,000 Resulting Issuer Shares allocated to Adrianna shareholders will be subjected to a comprehensive three-year lock-up period. Initially, 10% of these shares will be unlocked on the third anniversary of the Exchange listing, followed by a release of 10% every subsequent three-month interval.
xTAO’s existing shareholders will also be subject to identical lock-up terms, in addition to volume restrictions that regulate the pace at which shares may be sold. Furthermore, both groups will be bound by a right of first refusal clause in favor of designated third parties, limiting secondary market volatility.
Private Placement Financing of Up to US$10 Million
To bolster its operational runway and accelerate product development, xTAO is undertaking a private, non-brokered financing initiative. The company is offering up to 2,000,000 Subscription Receipts at US$5 each, with an intended raise of up to US$10 million. The Subscription Receipts will convert into xTAO Shares upon satisfaction of escrow conditions, and these shares will then be converted into Resulting Issuer Shares on the 1:5 basis.
Leading crypto-native venture capital firms including Arca, Cadenza Capital, Contango Digital Assets, Digital Currency Group, EV3 Ventures, Nickel5 Investments, Off the Chain Capital, and the Venture Department have already participated in the raise, signaling strong institutional support.
All proceeds will be held in escrow until regulatory conditions are met. Once released, the capital will be used to support validator operations, enhance the company’s technology stack, and fund general corporate activities.
About xTAO Inc.
xTAO is a Cayman Islands-headquartered technology company focused on supporting the Bittensor network, a decentralized AI protocol that incentivizes open-source innovation. By operating a validator node and holding TAO tokens as treasury assets, xTAO provides key infrastructure to this emerging ecosystem. Following the successful closing of the merger with Adrianna Ventures, xTAO will be publicly traded on the TSX Venture Exchange under the ticker symbol “XTAO”.