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Choice-Prospectus.Pdf A copy of this preliminary prospectus has been filed with the securities regulatory authority in each of the provinces and territories of Canada (other than Québec) but has not yet become final for the purpose of the sale of securities. Information contained in this preliminary prospectus may not be complete and may have to be amended. The securities may not be sold until a receipt for the prospectus is obtained from the securities regulatory authorities. No securities regulatory authority has expressed an opinion about these securities and it is an offence to claim otherwise. This preliminary prospectus constitutes a public offering of the securities only in those jurisdictions where they may be lawfully offered for sale and, in such jurisdictions, only by persons permitted to sell such securities. These securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”) or any state securities legislation and may not be offered or sold in the United States except in compliance with the registration requirements of the U.S. Securities Act and applicable state securities legislation or pursuant to an exemption therefrom. This preliminary prospectus does not constitute an offer to sell or a solicitation of an offer to buy any of the securities offered hereby within the United States. See “Plan of Distribution”. PRELIMINARY PROSPECTUS Initial Public Offering January 22, 2021 CHOICE CONSOLIDATION CORP. U.S.$100,000,000 10,000,000 Class A Restricted Voting Units Choice Consolidation Corp. (the “Corporation” or “we” or “us” or “our”) is a newly organized special purpose acquisition corporation (“SPAC”) incorporated under the laws of the Province of British Columbia for the purpose of effecting, directly or indirectly, an acquisition of one or more businesses or assets, by way of a merger, amalgamation, arrangement, share exchange, asset acquisition, share purchase, reorganization, or any other similar business combination involving the Corporation, which we refer to throughout this prospectus as our “qualifying transaction”. We have identified prospective targets for a qualifying transaction but have not, nor has anyone on our behalf, initiated any substantive discussions with any prospective targets. No assurance can be given that any discussions with prospective targets will lead to the entering of a binding acquisition agreement. We intend to continue our search for target businesses with a focus on cannabis cultivation, production distribution, brands, manufacturing and/or retailing businesses or related businesses; however, we are not limited to a particular industry or geographic region for the purposes of completing our qualifying transaction. This is an initial public offering of our securities. Each Class A Restricted Voting Unit has an offering price of U.S.$10.00 per Class A Restricted Voting Unit and consists of one Class A Restricted Voting Share and one-quarter of a Warrant. The Warrants will become exercisable, at an exercise price of U.S.$11.50, commencing 65 days after the completion of our qualifying transaction and will expire at 5:00 p.m. (Toronto time) on the day that is five years after the completion of our qualifying transaction or earlier, as described in this prospectus. Prior to our qualifying transaction, the Class A Restricted Voting Shares and Warrants will trade as a unit and may only be redeemed as a unit. On or immediately following completion of our qualifying transaction, each Class A Restricted Voting Share (unless previously redeemed) will be automatically converted into a Common Share and each Class B Share will be automatically converted on a 100-for-1 basis into new proportionate voting shares of the Corporation, as set forth in the notice of articles and articles of the Corporation (the “Proportionate Voting Shares”). No Common Shares or Proportionate Voting Shares will be issued prior to the closing of the qualifying transaction. We have also granted the Underwriters, being Canaccord Genuity Corp. and Beacon Securities Limited, a 30-day non-transferable option to purchase up to an additional 1,500,000 Class A Restricted Voting Units, at a price of U.S.$10.00 per Class A Restricted Voting Unit, to cover over-allotments, if any, and for market stabilization purposes. See “Plan of Distribution”. Certain capitalized terms used herein and not otherwise defined have the meanings ascribed to them in the “Glossary of Terms”. Certain entities (whom we refer to throughout this prospectus as “Lead Investors”) under common control with a Sponsor (including entities that are, or are advised by, their affiliates) have agreed to purchase an aggregate of 3,250,000 Class A Restricted Voting Units for gross proceeds of U.S.$32.5 million as part of this Offering (the “Committed Capital”) and have agreed not to redeem such Class A Restricted Voting Units (the “Lead Investors’ Class A Restricted Voting Units”) in connection with our qualifying transaction or an extension of the Permitted Timeline. The commitment not to redeem does not depend on the nature or the terms of the qualifying transaction or the number of Class A Restricted Voting Units redeemed by other holders. We believe that the Committed Capital improves upon the structure of a traditional SPAC by providing certainty with respect to a significant amount of cash at the time of a qualifying transaction and as a result improves our ability to complete a qualifying transaction on terms that are more favourable to the Corporation and its shareholders. If we are unable to consummate a qualifying transaction within the Permitted Timeline of 24 months from the Closing Date, subject to any extension as described below, we will be required to redeem each of the outstanding Class A Restricted Voting Units (including the Lead Investors’ Class A Restricted Voting Units), for an amount per unit, payable in cash, equal to the pro-rata portion (per Class A Restricted Voting Unit) of: (A) the escrowed funds available in the escrow account, including any interest and other amounts earned thereon, less (B) an amount equal to the total of (i) any applicable taxes payable by the Corporation on such interest and other amounts earned in the escrow account, (ii) any taxes of the Corporation (including under Part VI.1 of the Tax Act) arising in connection with the redemption of the Class A Restricted Voting Units, and (iii) up to a maximum of U.S.$50,000 of interest and other amounts earned from the proceeds in the escrow account to pay actual and expected Winding-Up expenses and certain other related costs (as described herein), each as reasonably determined by the Corporation. Each one-quarter of a Warrant forming part of a Class A Restricted Voting Unit deposited for redemption shall be redeemed for U.S.$0.10 per one-quarter of a Warrant, with the remainder of the redemption price for the unit being payable in respect of the Class A Restricted Voting Share. The Underwriters will have no right to the Deferred Underwriters’ Commission held in the escrow account in such circumstances. Such Permitted Timeline, however, could be extended to up to 36 months with shareholder approval of only the holders of Class A Restricted Voting Shares, by ordinary resolution, with approval by the Corporation’s board of directors. If such approvals are obtained, holders of Class A Restricted Voting Units (other than the Lead Investors), irrespective of whether such holders vote for or against, or do not vote on, the extension of the Permitted Timeline, would be permitted to deposit all or a portion of their Class A Restricted Voting Units for redemption prior to the second business day before the shareholders’ meeting in respect of the extension. Upon the requisite approval of the extension of the Permitted Timeline, and subject to applicable law, we will be required to redeem such Class A Restricted Voting Units so deposited at an amount per unit, payable in cash, equal to the pro-rata portion (per Class A Restricted Voting Unit) of: (A) the escrowed funds available in the escrow account at the time of the meeting in respect of the extension, including any interest and other amounts earned thereon, less (B) an amount equal to the total of (i) any applicable taxes payable by the Corporation on such interest and other amounts earned in the escrow account, (ii) any taxes of the Corporation (including under Part VI.1 of the Tax Act) arising in connection with the redemption of the Class A Restricted Voting Units, and (iii) actual and expected expenses directly related to the redemption, each as reasonably determined by the Corporation. For greater certainty, such amount will not be reduced by the Deferred Underwriters’ Commission per Class A Restricted Voting Unit held in the escrow account. Choice Consolidation SM Sponsor LLC (“SM Sponsor”) and Calti Choice Sponsor LLC (“JSC Sponsor” and together with SM Sponsor, our “Sponsors”), intend to purchase an aggregate of 5,000,000 share purchase warrants (also referred to as the “Sponsors’ Warrants” throughout this prospectus) at an offering price of U.S.$1.00 per Sponsors’ Warrant for an aggregate purchase price of U.S.$5,000,000 concurrently with Closing. Prior to the Closing, our Sponsors will have purchased 2,875,000 Class B Shares, also referred to as the “Founders’ Shares” throughout this prospectus, for an aggregate purchase price of U.S.$25,000, or approximately U.S.$0.0087 per Founders’ Share, or U.S.$0.01 per Founders’ Share if the Over-Allotment Option is not exercised and the Over- Allotment Relinquishable Founders’ Shares are relinquished. Our Sponsors will relinquish up to 375,000 of the Founders’ Shares, which are referred to throughout this prospectus as the “Over-Allotment Relinquishable Founders’ Shares”, without compensation depending on the extent to which the Over-Allotment Option is exercised.
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