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SuperBuzz Inc. — Management Reports 2024
Nov 28, 2024
47944_rns_2024-11-28_31df6bfd-9685-44ed-940c-ded7245f8af3.pdf
Management Reports
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SuperBuzz Inc.
(formerly, Cross Border Capital I Inc.)
Management's Discussion and Analysis
For the three and nine month period
ended September 30, 2024
SuperBuzz Inc. (formerly, Cross Border Capital I Inc.)
Management's Discussion and Analysis
For the three and nine month period ended September 30, 2024
(Expressed in thousands of United States dollars except for Number of Shares)
1. INTRODUCTION
This Management's Discussion and Analysis ("MD&A") is provided to enable a reader to assess the results of operations and financial condition of SuperBuzz Inc. (formerly, Cross Border Capital I Inc.) for the three and nine month periods ended September 30, 2024. This MD&A is dated November 21, 2024 and should be read in conjunction with the interim condensed consolidated financial statements and related notes for the three and nine month periods ended September 30, 2024 (the "Annual Financial Statements"). Unless the context indicates otherwise, references to "SuperBuzz", "the Company", "we", "us" and "our" in this MD&A refer to Message Notify Ltd. and its operations.
2. FORWARD-LOOKING INFORMATION
Certain information included in this MD&A contains forward-looking information within the meaning of applicable securities laws. This information includes, but is not limited to, statements made in Business Overview and Strategy, Results from Operations, Debt Profile and other statements concerning Company's objectives, its strategies to achieve those objectives, as well as statements with respect to management's beliefs, plans, estimates and intentions, and similar statements concerning anticipated future events, results, circumstances, performance or expectations that are not historical facts. Forward-looking information generally can be identified by the use of forward-looking terminology such as "outlook", "objective", "may", "will", "would", "expect", "intend", "estimate", "anticipate", "believe", "should", "plan", "continue", or similar expressions suggesting future outcomes or events or the negative thereof. Such forward-looking information reflects management's beliefs and is based on information currently available. All forward-looking information in this MD&A is qualified by the following cautionary statements.
Forward looking information necessarily involves known and unknown risks and uncertainties, which may be general or specific and which give rise to the possibility that expectations, forecasts, predictions, projections or conclusions will not prove to be accurate, assumptions may not be correct and objectives, strategic goals and priorities may not be achieved. A variety of factors, many of which are beyond Company's control, affect the operations, performance and results of the Company, and could call actual results to differ materially from current expectations of estimated or anticipated events or results.
Although the Company believes that the expectations reflected in such forward-looking information are reasonable and represent the Company's projections, expectations and beliefs at this time, such information involves known and unknown risks and uncertainties which may cause the Company's actual performance and results in future periods to differ materially from any estimates or projections of future performance or results expressed or implied by such forward-looking information. Important factors that could cause actual results to differ materially include but are not limited to: Business Overview and Growth Strategy, Results from Operations, Liquidity and Capital Resources. See Risks and Uncertainties for further information. The reader is cautioned to consider these factors, uncertainties and potential events carefully and not to put undue reliance on forward-looking information, as there can be no assurance that actual results will be consistent with such forward-looking information.
The forward-looking information included in this MD&A is made as of the date of this MD&A and should not be relied upon as representing Company's views as of any date subsequent to the date of this MD&A. Management undertakes no obligation, except as required by applicable law, to publicly update or revise any forward-looking information, whether as a result of new information, future events or otherwise.
Page 2 of 31
SuperBuzz Inc. (formerly, Cross Border Capital I Inc.)
Management's Discussion and Analysis
For the three and nine month period ended September 30, 2024
(Expressed in thousands of United States dollars except for Number of Shares)
3. BUSINESS OVERVIEW AND GROWTH STRATEGY
(a) Business overview
SuperBuzz Inc. (formerly, Cross Border Capital I Inc., see Note 1(a)), (the "Company"), was incorporated in Israel in January 2018. The registered head office of the Company is located at 63 Levi Eshkol St., Tel-Aviv, Israel.
The Company's principal activity is providing a real-time marketing automation platform that increases customer engagement through dynamic push notification campaigns that deliver relevant, personalized messages in micro-moments that matter across mobile and desktop.
SuperBuzz offers solutions supplying a real-time marketing automation platform that increases customer engagement through dynamic push notification campaigns that deliver relevant, personalized messages in micro-moments across mobile and desktop platforms. SuperBuzz's value proposition comes in the form of its AI-optimized bidding algorithm and fraud detection that guarantees push delivery at the right time and in the appropriate context needed to ensure maximum user retention. The system makes it easy to segment users and create push notification tests while tracking notifications in real-time and shows actual traffic quality, including any fraudulent activity.
The Platform will generate revenue through a variety of platform-as-a-service ("PaaS") and software-as-a-service ("SaaS") models. The subscription plans offered to customers will vary depending on the level of service the customers opt into. On custom development projects, every contract will be tailored to the customers' needs dependent on the criteria best suited for their business. The Company has also announced plans to sell a more standardized version of its Platform on an "out of the box" basis. The Company anticipates significant platform usage supported by its highly targeted sales and marketing strategies.
The Company developed a unique platform replacing old marketing and engagement methods like sending messages to users via e-mail and SMS. SuperBuzz technology creates, manages, and optimizes marketing campaigns based on push technology. SuperBuzz analyses data from many sources – the client's website, internet sources, etc. and finds what works best in terms of content, delivery time and frequency. Optimizing is based on user profiling and other factors.
The Company is using machine learning artificial intelligence ("AI") and deep learning technology to create engagement optimized messages for the client website, and drive customer back to the client website, and by doing this improves the site's overall KPI and performance. The Company uses machine learning, to analyze users' behavior and trends, to learn and predict which messages will drive the customers to go back to the client website and complete purchase, registration or conversion. SuperBuzz engine tracks the behavior of millions of data points to create a model that predicts user behavior and increases click-through rate ("CTR").
(b) Growth strategy
The Company's efforts will be directed toward executing the Business Objectives. The Company expects to use a variety of marketing tools including grassroots marketing, web advertising, affiliate marketing programs, public relations, investor relations and key strategic alliances to support its Business Objectives.
The Company aims to do this by:
- Emphasize a 'product first' approach by directing funds and efforts towards the betterment of the Platform to surpass customers' expectation on functionality and experience;
- Building long-term relationships with customers, advertising partners, medical institutions and offices, academic and other education facilities;
SuperBuzz Inc. (formerly, Cross Border Capital I Inc.)
Management's Discussion and Analysis
For the three and nine month period ended September 30, 2024
(Expressed in thousands of United States dollars except for Number of Shares)
3. BUSINESS OVERVIEW AND GROWTH STRATEGY (CONT'D)
(b) Growth strategy (cont'd)
- Focus on offerings proactively to customers specifically aligned with the solutions provided by SuperBuzz; and
- A strategy of aggregating a portfolio of innovative technologies capable of disrupting traditional customer acquisition and retention business models, while supporting the Company's Platform
(c) Reverse takeover
On July 15, 2021, Cross Border Capital I Inc. ("CBX"), a capital pool company as defined in TSX Venture Exchange Policy 2.4 entered into a binding letter of intent (the "LOI") with Message Notify Ltd. ("MNL"). The letter of intent outlined proposed terms and conditions pursuant to which CBX and MNL would effect a business combination that would result in a reverse takeover of CBX by the shareholders of MNL (the "RTO").
The Tax Authority of Israel has issued a pre-ruling to the Company that, on successful completion of the Qualifying Transaction, the transaction is not taxable pursuant to provisions of Section 103J of the Ordinance or provisions thereof. The pre-ruling is contingent on full adherence to conditions, consisting substantially of certifications by the Company to not materially alter its nature of operations subsequent to closing the Qualifying Transaction, set forth in the Ordinance and the tax pre-ruling.
In advance of the RTO, MNL split its common shares on the basis of 5.1313:1 and completed a private placement of subscription receipts. Pursuant to the terms of the private placement, each subscription receipt automatically converted into one unit of securities of the MNL, with each unit composed of one ordinary share and one warrant immediately before the exchange of outstanding securities.
Upon closing of the RTO, MNL had 34,641,860 common shares issued and outstanding and 9,382,215 common shares reserved for issuance, comprised of 6,158,420 warrants, 460,000 stock options, and 2,763,795 RSUs.
On June 16, 2022, Cross Border Capital I Inc. ("CBX") completed the RTO with Message Notify Ltd. ("MNL"), whereby MNL acquired all of the issued and outstanding common shares of CBX. The effects of the RTO are described as follows:
- All of the subscription receipts of MNL converted to MNL units in accordance with their terms, resulting in the issuance of 5,494,740 MNL common shares and 5,494,740 MNL warrants;
- Immediately prior to completion of the RTO, an additional 1,216,228 MNL common shares were issued upon conversion of the SAFEs (Note 15(b));
- All of the 29,641,860 MNL common shares outstanding immediately prior to the closing were sold and transferred to the CBX in exchange for the issuance of one CBX common share per MNL common share;
- Each convertible security of MNL outstanding immediately prior to the closing, including the MNL warrants and MNL RSUs, exclusive of certain finder's RSUs, were exchanged for one comparable convertible security of the Resulting Issuer, and each such convertible security of MNL was cancelled upon exchange;
- MNL became the wholly-owned subsidiary of the Resulting Issuer, and the Resulting Issuer will carry on the business of MNL;
- The corporate name of the Resulting Issuer was effected as "SuperBuzz Inc."
SuperBuzz Inc. (formerly, Cross Border Capital I Inc.)
Management's Discussion and Analysis
For the three and nine month period ended September 30, 2024
(Expressed in thousands of United States dollars except for Number of Shares)
3. BUSINESS OVERVIEW AND GROWTH STRATEGY (CONT'D)
(c) Reverse takeover (cont'd)
For accounting purposes, the acquisition was considered to be a reverse acquisition under IFRS 3 as the shareholders of MNL obtained control of CBX. However, as CBX does not meet the definition of a business as defined by IFRS 3, it has been accounted for as a share-based payment transaction in accordance with IFRS 2. The accounting for this transaction resulted in the following:
- The consolidated financial statements of the combined entity are issued under the legal parent, CBX, but are considered a continuation of the financial statements of the legal subsidiary, MNL.
- As MNL is deemed to be the acquirer for accounting purposes, its assets and liabilities are included in the consolidated financial statements at their historical carrying values.
- Since the shares allocated to the former shareholders of CBX on closing the RTO is considered within the scope of IFRS 2, and the Company cannot identify specifically some or all of the goods or service received in return for the allocation of the shares, the value in excess of the net identifiable assets or obligations of CBX acquired on closing was expensed in the consolidated statement of loss and comprehensive loss as a listing expense.
Listing expenses for the RTO were relating to deemed value of the shares issued, legal fees, issuance of warrants for consulting services provided, and other related costs, as follows:
| Number | Amount | |
|---|---|---|
| # | $ | |
| Consideration | ||
| Common shares | 5,000,000 | 1,547 |
| Options | 460,000 | 118 |
| Warrants | 300,000 | 67 |
| Legal fees incurred as part of the RTO | 151 | |
| 1,883 | ||
| Identifiable net assets acquired | ||
| Cash held in trust | 154 | |
| Prepaid expenses | - | |
| Accounts payable and accrued liabilities | (69) | |
| 85 | ||
| Listing expense | 1,798 |
This amount was recognized on the interim condensed consolidated financial statements in profit or loss.
SuperBuzz Inc. (formerly, Cross Border Capital I Inc.)
Management's Discussion and Analysis
For the three and nine month period ended September 30, 2024
(Expressed in thousands of United States dollars except for Number of Shares)
4. PRESENTATION OF FINANCIAL INFORMATION AND NON-IFRS MEASURES
(a) Presentation of Financial Information
Unless otherwise specified herein, financial results, including historical comparatives, contained in this MD&A are based on the Company's Annual Financial Statements, which have been prepared in accordance with International Financial Reporting Standards ("IFRS") as issued by the International Accounting Standards Board ("IASB") and the interpretations of the IFRS Interpretations Committee ("IFIRC"). Unless otherwise specified, amounts are in thousands of United States dollars and percentage changes are calculated using whole numbers.
(b) Non-IFRS Measures
In addition to the reported IFRS measures, industry practice is to evaluate entities giving consideration to certain non-IFRS performance measures, such as earnings before interest, taxes, depreciation and amortization ("EBITDA") or adjusted earnings before interest, taxes, depreciation and amortization ("Adjusted EBITDA").
These measures are not in accordance with IFRS and have no standardized definitions, and as such, our computations of these non-IFRS measures may not be comparable to measures by other reporting issuers. In addition, Company's method of calculating non-IFRS measures may differ from other reporting issuers, and accordingly, may not be comparable.
Earnings Before Interest, Taxes, Depreciation and Amortization ("EBITDA")
EBITDA is used as an alternative to net income because it includes major non-cash items such as interest, taxes and amortization, which management considers non-operating in nature. A reconciliation of EBITDA to IFRS net income is presented under the section Results from Operations of this MD&A.
Adjusted Earnings Before Interest, Taxes, Depreciation and Amortization ("Adjusted EBITDA")
Adjusted EBITDA is used as an alternative to net income because it excludes major non-cash items such as amortization, stock-based compensation, current and deferred income tax expenses and other items management considers non-operating in nature. A reconciliation of adjusted EBITDA to IFRS net income is presented under section Results from Operations of this MD&A.
EBITDA and Adjusted EBITDA are measured used by management as inputs in our internal metrics and in evaluating our ability to satisfy the Company's obligations. EBITDA and Adjusted EBITDA are used as alternatives to IFRS net income (loss) because it excludes major non-cash items (including depreciation and amortization, interest, taxes and share-based payments) and other items that management considers non-operating in nature.
Management believes that these measures are helpful to investors because they are widely recognized measures of Company's performance and provides a relevant basis of comparison to other entities. In addition to IFRS results, these measures are also used internally to measure the operating performance of the Company.
Page 6 of 31
SuperBuzz Inc. (formerly, Cross Border Capital I Inc.)
Management's Discussion and Analysis
For the three and nine month period ended September 30, 2024
(Expressed in thousands of United States dollars except for Number of Shares)
4. PRESENTATION OF FINANCIAL INFORMATION AND NON-IFRS MEASURES (CONT'D)
(c) Adoption of new and revised accounting standards
At the date of authorization of the Company's financial statements, the Company has not applied the following new and revised IFRS Standards that have been issued but are not yet effective and, in some cases, had not yet been adopted by the relevant accounting body:
Amendments to IAS 1
Amendments to IAS 8
Amendments to IAS 12
Classification of Liabilities as Current or Non-current
Definition of Accounting Estimates and Errors
Income Taxes
The significant accounting policies used in the preparation of these consolidated financial statements are akin to the significant accounting policies of the Company's annual audited financial statements for the year ended December 31, 2023. The directors do not expect that the adoption of the standards listed above will have a material impact on the financial statements of the Company in future periods.
5. RESULTS FROM OPERATIONS
(a) Select annual information
The following table provides selected financial information from the Financial Statements of the Company for the three and nine month periods ended September 30, 2024 and 2023:
Profit or loss
| Note | For the 3 months ended September 30, 2024 | For the 9 months ended September 30, 2024 | For the 3 months ended September 30, 2023 | For the 9 months ended September 30, 2023 | |
|---|---|---|---|---|---|
| $ | $ | $ | $ | ||
| REVENUES | 5 | - | 2 | - | 5 |
| DIRECT COSTS | - | - | - | - | |
| GROSS PROFIT | - | 2 | - | 5 | |
| EXPENSES | |||||
| Selling, general and administrative | 7 | 145 | 565 | 170 | 599 |
| Finance expense (income), net | 8 | 127 | 90 | 1 | 2 |
| Research and development | 6 | 60 | 239 | 114 | 250 |
| 331 | 932 | 285 | 851 | ||
| NET LOSS AND COMPREHENSIVE LOSS FOR THE PERIOD | (331) | (930) | (285) | (846) | |
| LOSS PER SHARE | |||||
| Basic | 15 | (0.004) | (0.018) | (0.008) | (0.027) |
| Diluted | 15 | (0.004) | (0.018) | (0.008) | (0.027) |
SuperBuzz Inc. (formerly, Cross Border Capital I Inc.)
Management's Discussion and Analysis
For the three and nine month period ended September 30, 2024
(Expressed in thousands of United States dollars except for Number of Shares)
5. RESULTS FROM OPERATIONS (CONT'D)
(a) Select annual information (cont'd)
Financial position
| As at | December 31, | |
|---|---|---|
| Total assets | 131 | 13 |
| Total liabilities | 1,746 | 1,208 |
| Working capital | (1,620) | (353) |
(b) Revenues
The Company provides a real-time marketing automation platform that increases customer engagement through dynamic push notification campaigns that deliver relevant, personalized messages in micro-moments that matter across mobile and desktop. Subscription and support revenue is derived from fees earned from customers for accessing Company's platform and includes purchases of application support beyond that included with all subscriptions and fees earned for usage beyond license user counts.
The majority of our customers enter into subscription and support contracts with us that have a term of three to five years, and on average there is a three-to-four-month lag between contract signing and commencement of contract term and associated revenue recognition. Accordingly, subscription and support revenue is generally recognized rateably over the contract term. Company's contracts with customers typically include a fixed amount of consideration and are generally non-cancelable, or cancelable with a penalty, and without any refund type provisions.
For the nine month period ended September 30, 2024, total revenues amounted to $2, compared to $5 for the nine month period ended September 30, 2023.
The Company is building its operational and marketing infrastructure for the purpose of marketing its technology to websites, publishers, and agencies in a SaaS model. The Company's revenues may vary from quarter to quarter as a result of a variety of factors, some of which are outside of the Company's control, such as the COVID-19 pandemic, seasonality and cyclicality. The seasonality and cyclicality of the Company's revenues depends upon the seasonality and cyclicality of its customers.
(c) Direct costs and gross profit
Direct costs consist primarily of the cost of recurring subscriptions, support, costs related to providing Company's cloud-based applications and delivering application support to customers.
For the three and nine month periods ended September 30, 2024, direct costs amounted to $Nil, compared to $Nil for the three and nine month periods ended September 30, 2023.
Page 8 of 31
SuperBuzz Inc. (formerly, Cross Border Capital I Inc.)
Management's Discussion and Analysis
For the three and nine month period ended September 30, 2024
(Expressed in thousands of United States dollars except for Number of Shares)
5. RESULTS FROM OPERATIONS (CONT'D)
(d) Research and development
| For the 3 months ended September 30, 2024 | For the 9 months ended September 30, 2024 | For the 3 months ended September 30, 2023 | For the 9 months ended September 30, 2023 | |
|---|---|---|---|---|
| $ | $ | $ | $ | |
| Developer salaries and wages | 48 | 205 | 74 | 188 |
| Software and other information technology | 3 | 19 | 30 | 39 |
| Subcontractors and casual labour | 9 | 15 | 10 | 23 |
| 60 | 239 | 114 | 250 |
For the nine month period ended September 30, 2024, research and development expenses amounted to $239, compared to $250 for the nine month period ended September 30, 2023.
Research and development expenses consist primarily of personnel-related expenses including: product management, product development and product design, contractor fees, as well as allocated overhead costs. Our research and development team is focused on both continuous improvement of our existing platform, as well as developing new product features and solutions. In the immediate future, as Company's growth continues, we expect our research and development costs to increase proportionately.
(e) Selling, general and administrative expenses
| For the 3 months ended September 30, 2024 | For the 9 months ended September 30, 2024 | For the 3 months ended September 30, 2023 | For the 9 months ended September 30, 2023 | |
|---|---|---|---|---|
| $ | $ | $ | ||
| Professional fees | 107 | 320 | 49 | 313 |
| Marketing professional fees | 18 | 69 | 7 | 30 |
| Insurance expense | 16 | 46 | 23 | 68 |
| Office and general | 4 | 26 | 38 | 59 |
| Share-based payments | - | 51 | 20 | 42 |
| Administrative salaries and wages | - | 39 | 33 | 57 |
| Media costs | - | 13 | - | 30 |
| Depreciation and amortization | - | 1 | - | - |
| 145 | 565 | 170 | 599 |
Selling, general and administrative expenses for the nine month period ended September 30, 2024, amounted to $565, compared to $599 for the nine month period ended September 30, 2023.
Professional fees for the nine month period ended September 30, 2024 and 2023 were $320 and $313, respectively.
Page 9 of 31
SuperBuzz Inc. (formerly, Cross Border Capital I Inc.)
Management's Discussion and Analysis
For the three and nine month period ended September 30, 2024
(Expressed in thousands of United States dollars except for Number of Shares)
5. RESULTS FROM OPERATIONS (CONT'D)
(f) Finance costs
| For the 3 months ended September 30, 2024 | For the 9 months ended September 30, 2024 | For the 3 months ended September 30, 2023 | For the 9 months ended September 30, 2023 | |
|---|---|---|---|---|
| $ | $ | $ | ||
| Change in fair value of warrant liability | 71 | (12) | (19) | (99) |
| Interest on shareholders and other loans | 42 | 42 | (9) | - |
| Currency translation differences | 12 | 52 | 29 | 79 |
| Interest and bank charges | 2 | 8 | - | 22 |
| 127 | 90 | 1 | 2 |
For the nine month period ended September 30, 2024, financial expenses amounted to $90, compared to $2 for nine month period ended September 30, 2023. This increase was primarily attributed to the issuance of warrants and the accumulation of interest on a shareholder loan.
(g) Operating loss
For the nine month period ended September 30, 2024, operating loss amounted to $930, compared to $846 for the nine month period ended September 30, 2023.
(h) Quarterly results
| Three month period ended | Total revenue | Total loss | Basic income (loss) per share | Total assets |
|---|---|---|---|---|
| $ | $ | $ | $ | |
| September 30, 2024 | - | (331) | (0.00) | 131 |
| June 30, 2024 | - | (167) | (0.00) | 58 |
| March 31, 2024 | 2 | (376) | (0.00) | 80 |
| December 31, 2023 | 3 | (438) | (0.01) | 13 |
| September 30, 2023 | - | (285) | (0.00) | 77 |
| June 30, 2023 | 2 | (139) | (0.00) | 27 |
| March 31, 2023 | 3 | (422) | (0.01) | 143 |
| December 31, 2022 | 5 | 2,837 | (0.01) | 330 |
| September 30, 2022 | - | (335) | (0.01) | 766 |
| June 30, 2022 | - | (2,773) | (0.09) | 1,295 |
| March 31, 2022 | - | (290) | (0.01) | 177 |
| December 31, 2021 | - | (438) | (0.01) | 200 |
| September 30, 2021 | 128 | (288) | (0.01) | 169 |
| June 30, 2021 | 273 | (2,739) | (0.34) | 193 |
| March 31, 2021 | 193 | (20) | (0.00) | 50 |
| December 31, 2020 | 55 | (409) | (0.05) | 200 |
| September 30, 2020 | 98 | (87) | (0.01) | 48 |
SuperBuzz Inc. (formerly, Cross Border Capital I Inc.)
Management's Discussion and Analysis
For the three and nine month period ended September 30, 2024
(Expressed in thousands of United States dollars except for Number of Shares)
6. MATERIAL TRANSACTIONS
(a) Issuance of restricted stock units
The RSU Plan allows the Company to award restricted share units to officers, employees, directors and consultants of the Company upon such conditions as the Board may establish, including the attainment of performance goals recommended by the Company's compensation committee.
The purchase price for common shares of the Company issuable under each Restricted Share Unit ("RSU") award, if any, shall be established by the Board at its discretion. Common shares issued pursuant to any RSU award may be made subject to vesting conditions based upon the satisfaction of service requirements, conditions, restrictions, time periods or performance goals established by the Board.
The RSUs are recognized as share-based compensation expense over the vesting period, which is generally 3 years.
On March 26, 2024, the Company announced that it has issued 500,000 RSUs to various directors of the Company pursuant to the equity incentive plan of the Company dated September 5, 2023. Each RSU is exercisable into one common share of the Company. The RSUs will vest 12 months following the date of grant.
During the three month period ended September 30, 2024, 494,219 RSUs vested and were converted to common shares.
As at September 30, 2024, a total of 964,888 RSUs (December 31, 2023, – 470,669 RSUs) had vested.
(b) Issuances of shares
On January 30, 2023, the holders of 57,500 options exercised their right to convert the options into the Company's common shares at a price of $0.10 CAD per common share for gross proceeds of $5,750 CAD.
In March 2023, there was an additional private placement of 3,354,166 shares and share issuance of 285,334 shares.
On February 27, 2023, the Company announced issuance of 4,166,666 units (the "Units") at a price of $0.12 CAD per Unit (the "Offering") for gross proceeds of up to 500,000 CAD in a series of brokered private placements. Each Unit consists of one common share of the Company and one common share purchase warrant (a "Warrant"). Each whole Warrant entitles the holder to acquire one additional Common Share for a period of 24 months at an exercise price of $0.12 CAD per share.
On March 24, 2023, the Company announced issuance of 3,639,500 units (the "Units") at a price of $0.12 CAD per Unit (the "Offering") for gross proceeds of 436,740 CAD in a series of brokered private placements. Each Unit consists of one common share of the Company and one common share purchase warrant (a "Warrant"). Each whole Warrant entitles the holder to acquire one additional Common Share for a period of 24 months at an exercise price of $0.12 CAD per share.
As of July 8, 2024, the Company announced the closing of its debt settlement transaction, settling an aggregate amount of C$1,199 (US$887) of debt, previously announced on February 21, 2024 and June 3, 2024, through the issuance of 29,346,562 units of one common share and one warrant to settle C$880 (US$511) of debt at a price of C$0.03 per Unit and 3,046,667 common shares at a price of C$0.03 per Common Share to settle C$319 (US$375) of debt.
Page 11 of 31
SuperBuzz Inc. (formerly, Cross Border Capital I Inc.)
Management's Discussion and Analysis
For the three and nine month period ended September 30, 2024
(Expressed in thousands of United States dollars except for Number of Shares)
6. MATERIAL TRANSACTIONS (CONT'D)
(c) Expiration and issuance of warrants
There were 5,858,420 unexercised warrants that expired as of June 16, 2024. During the three month period ended September 30, 2024, the Company issued 29,346,562 warrants as part of a debt settlement transaction. Each warrant entitles the holder to acquire one common share for a period of 24 months from the closing date of the debt settlement at an exercise price of $0.05 per common share.
7. LIQUIDITY AND CAPITAL RESOURCES
(a) Overview
The general objectives of our capital management strategy is to ensure financial stability and sufficient liquidity to increase shareholder value through organic growth and investment in sales, marketing and product development.
(b) Liquidity and cash management
The Company expects to meet all its obligations and other commitments as they become due. The Company has various financing sources to fund operations and will continue to fund working capital needs through these sources until cash flows generated from operating activities is sufficient.
The Company's financial statements have been prepared on a going concern basis, which assumes that the Company will continue in operations for the foreseeable future and will be able to realize its assets and discharge its liabilities in the normal course of business. The realizable values may be substantially different from their carrying values, as shown in these financial statements. These financial statements do not affect adjustments that would be necessary to the carrying values and classification of assets and liabilities should the Company be unable to continue as a going concern. Such adjustments could be material.
As at September 30, 2024, the Company had total liabilities in excess of total assets of $1,615 (December 31, 2023 – $1,195) and a cumulative deficit of $11,552 (December 31, 2023 – $10,622). The Company has not yet been able to generate positive cash flows from operations. These conditions raise material uncertainties which may cast a significant doubt upon the Company's ability to continue as a going concern. Whether and when the Company can generate sufficient cash flows to pay for its expenditures and settle its obligations as they fall due after September 30, 2024, is uncertain.
To address the going concern risk, the Company continues to seek equity financing alternatives to support ongoing operations, monitor general and administrative expenses compared to budget, and optimize its operating processes.
(c) Capital management framework
The Company defines capital as the aggregate of common shares and debt. The Company's capital management framework is designed to maintain a level of capital that funds the operations and business strategies and builds long-term shareholder value. The Company's objective is to manage its capital structure in such a way as to diversify its funding sources, while minimizing its funding costs and risks.
Page 12 of 31
SuperBuzz Inc. (formerly, Cross Border Capital I Inc.)
Management's Discussion and Analysis
For the three and nine month period ended September 30, 2024
(Expressed in thousands of United States dollars except for Number of Shares)
7. LIQUIDITY AND CAPITAL RESOURCES (CONT'D)
(c) Capital management framework (cont'd)
As at September 30, 2024, the Company had a shareholders' deficiency of $1,615 (December 31, 2023 – deficiency of $1,195). The Company's objective when managing its capital is to seek continuous improvement in the return to its shareholders while maintaining a moderate to high tolerance for risk. The objective is achieved by prudently managing the capital generated through internal growth and profitability, through the use of lower cost capital, including raising share capital or debt when required to fund opportunities as they arise.
(d) Capital structure
The continuity of the Company's capital structure is as follows:
| Note | Shares | Consideration | |
|---|---|---|---|
| # | $ | ||
| Balance as at December 31, 2022 | 35,922,454 | 6,551 | |
| Common shares issued upon exercise of options | (i) | 57,500 | 4 |
| Balance as at September 30, 2023 | 35,979,954 | 6,555 | |
| Balance as at December 31, 2023 | 39,619,454 | 6,555 | |
| Conversion of liabilities to shares | (ii) | 39,976,622 | 511 |
| Redemption of RSUs | (iii) | 494,219 | - |
| Balance as at September 30, 2024 | 80,090,295 | 7,066 | |
| September 30, 2024 | December 31, 2023 | ||
| $ | $ | ||
| Balance, beginning of period | 2,773 | 2,454 | |
| Change in fair value of warrant liability | - | (4) | |
| Private placements | - | 323 | |
| - | 319 | ||
| Balance, end of period | 2,773 | 2,773 |
8. SIGNIFICANT ACCOUNTING POLICIES AND ESTIMATES
The Company's significant accounting policies are described in Notes 3 and 4 of the Financial Statements. The preparation of the Financial Statements requires management to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses and the related disclosures as of the date of the Financial Statements. Actual results may differ from estimates under different assumptions and conditions.
SuperBuzz Inc. (formerly, Cross Border Capital I Inc.)
Management's Discussion and Analysis
For the three and nine month period ended September 30, 2024
(Expressed in thousands of United States dollars except for Number of Shares)
9. DISCLOSURE / PROCEDURES / INTERNAL CONTROLS OVER FINANCIAL REPORTING
(a) Inherent limitations
It should be noted that in a control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met.
Given the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues, including instances of fraud, if any, have been detected. These inherent limitations include, among other items: (i) that management's assumptions and judgments could ultimately prove to be incorrect under varying conditions and circumstances; (ii) the impact of any undetected errors; and (iii) controls may be circumvented by unauthorized acts of individuals, by collusion of two or more people, or by management override.
10. RELATED PARTY TRANSACTIONS AND BALANCES
Key management includes the Company's directors, officers and any consultants with the authority and responsibility for planning, directing, and controlling the activities of an entity, directly or indirectly. Management of the Company appointed by the board of directors as follows: Chief Executive Officer, Chief Financial Officer, Chief Technical Officer.
During the three and nine month periods ended September 30, 2024 and 2023, key management personnel compensation consisting exclusively of short-term benefits as follows:
| For the 3 months ended September 30, 2024 | For the 9 months ended September 30, 2024 | For the 3 months ended September 30, 2023 | For the 9 months ended September 30, 2023 | |
|---|---|---|---|---|
| $ | $ | $ | $ | |
| Share-based payments | 16 | 22 | 16 | 32 |
| Total compensation paid to key management | 173 | 213 | 38 | 78 |
| Management fee to a director | 24 | 24 | - | - |
| 213 | 259 | 54 | 110 |
Total compensation paid to key management is recorded in consulting fees and salaries and wages in the interim condensed consolidated statement of loss and comprehensive loss for the three and nine month periods ended September 30, 2024 and 2023.
Management fee to a director consists of consulting fees paid to Yoel Yogev, Director and Chairman of the Board. Mr. Yogev received a monthly consulting fee of $10,000 from July 5, 2024 to the end of the reporting period.
Amounts due to related parties as at September 30, 2024 with respect to the above fees were $222 (December 31, 2023 – $466). The amounts due to related parties are recorded within accounts payable and accrued liabilities on the consolidated statements of loss and comprehensive loss. These amounts are unsecured, non-interest bearing and due on demand.
Page 14 of 31
SuperBuzz Inc. (formerly, Cross Border Capital I Inc.)
Management's Discussion and Analysis
For the three and nine month period ended September 30, 2024
(Expressed in thousands of United States dollars except for Number of Shares)
11. FINANCIAL INSTRUMENTS AND RISK MANAGEMENT
(a) Financial risk management objectives and policies
The Company's activities expose it to a variety of financial risks including foreign currency risk, interest rate risk, credit risk, and liquidity risk. These financial instrument risks are actively managed by the Company under the policies approved by the Board of Directors. On an ongoing basis, the finance department actively manages market conditions with a view to minimizing the exposure of the Company to changing market factors, while at the same time limiting the funding costs to the Company.
(b) Credit risk
Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in financial loss to the Company. The Company has adopted a policy of only dealing with creditworthy counterparties and obtaining sufficient collateral where appropriate, as a means of mitigating the risk of financial loss from defaults.
The Company uses information supplied by independent rating agencies where available, and if not available, the Company uses other publicly available financial information and its own records to rate its customers.
Credit risk arises from cash with banks as well as credit exposure to outstanding receivables. The carrying amounts represent the Company's maximum exposure to credit risk.
The Company's exposure to credit risk is influenced mainly by the individual characteristics of each customer.
The Company establishes an allowance for doubtful accounts that represents its estimate of expected losses in respect to accounts receivable. The main components of this allowance are a specific loss component that relates to individually significant exposures, and a collective loss component established for groups of similar assets in respect of losses that have been incurred but not yet identified. The collective loss allowance is determined based on historical data of payment statistics for similar financial assets. The allowance for doubtful accounts was $0 and $0 as of June 30, 2024, and December 31, 2023, respectively.
The Company's accounts receivable are concentrated among customers in the media and broadcasting industry, which may be affected by adverse economic factors impacting that industry. The Company performs ongoing credit evaluations of its major customers, maintains reserves for expected credit losses, and does not require any collateral deposits.
The below tables reflect the aging of the Company's aging by invoice date of gross trade accounts receivable and allowance for doubtful accounts as of June 30, 2024 and December 31, 2023 respectively:
| September 30, 2024 | 0-30 | 31-60 | 61-90 | 91+ | Total |
|---|---|---|---|---|---|
| $ | $ | $ | $ | $ | |
| Other receivables | - | - | - | 46 | 46 |
| Trade receivables | - | - | - | - | - |
| - | - | - | 46 | 46 | |
| Allowance for doubtful accounts | - | - | - | - | - |
| % allowance | 0% | 0% | 0% | 0% | 0% |
SuperBuzz Inc. (formerly, Cross Border Capital I Inc.)
Management's Discussion and Analysis
For the three and nine month period ended September 30, 2024
(Expressed in thousands of United States dollars except for Number of Shares)
11. FINANCIAL INSTRUMENTS AND RISK MANAGEMENT (CONT'D)
(b) Credit risk (cont'd)
| December 31, 2023 | 0-30 | 31-60 | 61-90 | 91+ | Total |
|---|---|---|---|---|---|
| $ | $ | $ | $ | $ | |
| Other receivables | - | - | - | 3 | 3 |
| Trade receivables | - | - | - | - | - |
| - | - | - | 3 | 3 | |
| Allowance for doubtful accounts | - | - | - | - | - |
| % allowance | 0% | 0% | 0% | 0% | 0% |
The Company's continuity of expected credit losses is as follows:
| For the 3 months ended September 30, 2024 | For the 9 months ended September 30, 2024 | For the 3 months ended September 30, 2023 | For the 9 months ended September 30, 2023 | |
|---|---|---|---|---|
| $ | $ | $ | $ | |
| Opening balance of expected credit losses | 6 | 6 | 6 | 6 |
| Recognition of expected credit losses | - | - | - | - |
| 6 | 6 | 6 | 6 |
(c) Liquidity risk
Liquidity risk is the risk that the Company will encounter difficulty in meeting obligations associated with financial liabilities. The Company is exposed to liquidity risk with respect to its contractual obligations and financial liabilities. The Company manages liquidity risk by continuously monitoring forecasted and actual cash flows and matching maturity profiles of financial assets and liabilities. The Company seeks to ensure that it has sufficient capital to meet short term financial obligations after taking into account its operating obligations and cash on hand.
The Company's policy is to seek to ensure adequate funding is available from operations and other sources, including debt and equity capital markets, as required.
The following tables detail the Company's remaining contractual maturity for its financial liabilities. The tables have been drawn up based on the undiscounted cash flows of financial liabilities based on the earliest date on which the Company can be required to pay.
| < 1 year | 1-2 years | 2-5 years | |
|---|---|---|---|
| $ | $ | $ | |
| Trade and other payables | 488 | - | - |
| Shareholder loans | 477 | - | - |
| 965 | - | - |
(d) Interest rate risk
Interest rate risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Company is exposed to fair value risk with respect to debt which bears interest at fixed rates.
Page 16 of 31
SuperBuzz Inc. (formerly, Cross Border Capital I Inc.)
Management's Discussion and Analysis
For the three and nine month period ended September 30, 2024
(Expressed in thousands of United States dollars except for Number of Shares)
11. FINANCIAL INSTRUMENTS AND RISK MANAGEMENT (CONT'D)
(e) Foreign exchange rates
The Company's exposure to the risk of changes in foreign exchange rates relates primarily to fluctuations of financial instruments related to cash, accounts and other receivables, debt and accounts payable denominated in foreign currencies.
(f) Fair value hierarchy
The following tables combine information about:
- classes of financial instruments based on their nature and characteristics;
- the carrying amounts of financial instruments;
- fair values of financial instruments (except financial instruments when carrying amount approximates their fair value); and
- fair value hierarchy levels of financial assets and financial liabilities for which fair value was disclosed.
The Company categorizes its financial assets and liabilities measured at fair value into one of three different levels depending on the observability of the inputs used in the measurement.
- Level 1: This level includes assets and liabilities measured at fair value based on unadjusted quoted prices for identical assets and liabilities in active markets that are accessible at the measurement date.
- Level 2: This level includes valuations determined using directly or indirectly observable inputs other than quoted prices included within Level 1.
- Level 3: This level includes valuations based on inputs which are unobservable.
For the period ended September 30, 2024:
| FVTPL - mandatorily measured | FVOCI - mandatorily measured | FVOCI - designated | Amortized cost | |
|---|---|---|---|---|
| $ | $ | $ | $ | |
| Financial assets: | ||||
| Cash and cash equivalents | - | - | - | 80 |
| Other receivables | - | - | - | 31 |
| Restricted cash | - | - | - | - |
| Carrying value at September 30, 2024 | - | - | - | 111 |
SuperBuzz Inc. (formerly, Cross Border Capital I Inc.)
Management's Discussion and Analysis
For the three and nine month period ended September 30, 2024
(Expressed in thousands of United States dollars except for Number of Shares)
11. FINANCIAL INSTRUMENTS AND RISK MANAGEMENT (CONT'D)
(f) Fair value hierarchy (cont'd)
| FVTPL -mandatorily measured | FVTPL -designated | Amortized cost | |
|---|---|---|---|
| $ | $ | $ | |
| Financial liabilities: | |||
| Trade and other payables | - | - | 488 |
| Due to related party | - | - | 477 |
| Warrant liability | 304 | - | - |
| Shareholder loans | - | - | 477 |
| Carrying value at September 30, 2024 | 304 | - | 1,442 |
For the year ended December 31, 2023:
| FVTPL -mandatorily measured | FVOCI -mandatorily measured | FVOCI -designated | Amortized cost | |
|---|---|---|---|---|
| $ | $ | $ | $ | |
| Financial assets: | ||||
| Cash and cash equivalents | - | - | - | 2 |
| Other receivables | - | - | - | 3 |
| Restricted cash | - | - | - | 4 |
| Carrying value at December 31, 2023 | - | - | - | 9 |
| FVTPL -mandatorily measured | FVTPL -designated | Amortized cost | ||
| --- | --- | --- | --- | |
| $ | $ | $ | ||
| Financial liabilities: | ||||
| Trade and other payables | - | - | 351 | |
| Warrant liability | 83 | - | - | |
| Shareholder loans | - | - | 308 | |
| Carrying value at December 31, 2023 | 83 | - | 659 |
A summary of instruments, with their classification in the fair value hierarchy is as follows:
| Level | 30-Sep-24 Carrying | 30-Sep-24 Fair value | |
|---|---|---|---|
| Trade and other payables | Level 1 | 488 | 488 |
| Warrant liability | Level 3 | 304 | 304 |
| Shareholder loans | Level 1 | 477 | 308 |
SuperBuzz Inc. (formerly, Cross Border Capital I Inc.)
Management's Discussion and Analysis
For the three and nine month period ended September 30, 2024
(Expressed in thousands of United States dollars except for Number of Shares)
11. FINANCIAL INSTRUMENTS AND RISK MANAGEMENT (CONT'D)
(f) Fair value hierarchy (cont'd)
The Company's inputs considered in its Level 3 classification of warrants liability are as follows:
| Valuation technique | Key inputs | Relationship and sensitivity of unobservable inputs to fair value |
|---|---|---|
| The fair value of the warrants liability as of September 30, 2024 has been calculated using a Black-Scholes model. | The fair value of common shares of the Company. | The estimated fair value would increase (decrease) if: |
| The price at which warrants can be exercised. | The share price of the Company was higher (lower) | |
| The volatility rate calculated using historical weighted moving average. | The strike price of the Company was lower (higher) | |
| The Company's expected dividends to be paid of to common shareholders. | The term to maturity, in years, was lower (higher) | |
| The risk-free rate based on government bond yield. | ||
| Other inputs as disclosed in FS Note 13. | The measure of stock price volatility was lower (higher) | |
| The fair value of the warrants liability as of December 31, 2023 has been calculated using a Black-Scholes model. | The fair value of common shares of the Company. | The estimated fair value would increase (decrease) if: |
| The price at which warrants can be exercised. | The share price of the Company was higher (lower) | |
| The volatility rate calculated using historical weighted moving average. | The strike price of the Company was lower (higher) | |
| The Company's expected dividends to be paid of to common shareholders. | The term to maturity, in years, was lower (higher) | |
| The risk-free rate based on government bond yield. | ||
| Other inputs as disclosed in FS Note 13. | The measure of stock price volatility was lower (higher) |
Page 19 of 31
SuperBuzz Inc. (formerly, Cross Border Capital I Inc.)
Management's Discussion and Analysis
For the three and nine month period ended September 30, 2024
(Expressed in thousands of United States dollars except for Number of Shares)
12. RISKS AND UNCERTAINTIES
The are several risk factors that could cause future results to differ materially from those described herein. The risks and uncertainties described herein are not the only ones the Company faces. Additional risks and uncertainties, including those that the Company does not know about as of the date of this MD&A, or that it currently deems immaterial, may also adversely affect the Company's business. If any of the following risks occur, the Company's business may be harmed, and its financial condition and the results of operation may suffer significantly.
(a) COVID-19
In March 2020, the World Health Organization declared coronavirus COVID-19 a global pandemic. This contagious disease outbreak, which has continued to spread, and any related adverse public health developments, has adversely affected workforces, economies, and financial markets globally, potentially leading to an economic downturn. It is not possible for the Company to predict the duration or magnitude of the adverse results of the outbreak and its effects on the Company's business.
The Company may be impacted by business interruptions resulting from pandemics and public health emergencies, including those related to the COVID-19 pandemic. An outbreak of infectious disease, a pandemic or a similar public health threat, such as the recent outbreak of the novel coronavirus known as COVID-19, or a fear of any of the foregoing, could adversely impact the Company. It is unknown whether and how the Company may be affected if such an epidemic persists for an extended period. The Company may incur expenses or delays relating to such events outside of its control, which could have a material adverse impact on its business, operating results and financial condition.
In an effort to protect the health and safety of our employees, the majority of our workforce is currently working from home, and we have placed restrictions on non-essential business travel. We have implemented business continuity plans and have increased support and resources to enable employees to work remotely and thus far have been able to operate with minimal disruption.
(b) Risks relating to current operations
The Company is in the development stage with little operating history
It is extremely difficult to make accurate predictions and forecasts of its revenue and finances. In addition, the Company intends to operate in the technology industry, which is rapidly transforming. There is no guarantee that the Company's products or services will be attractive to potential consumers. Therefore, the Company is subject to many of the risks common to early-stage enterprises, including under-capitalization, cash shortages, limitations with respect to personnel, financial, and other resources, and lack of revenues. There is no assurance that the Company will be successful in achieving a return on shareholders' investment and likelihood of success must be considered considering the early stage of operations.
Going concern
The Company's ability to continue as a going concern depends on its ability to either generate sufficient revenues or to secure sufficient financing, whether debt or equity, to sustain its continued operations. There can be no assurance that the Company can obtain such revenues or financing on commercially favorable terms and there is therefore no guarantee that the Company will be able to sustain its ongoing operations in the future.
Page 20 of 31
SuperBuzz Inc. (formerly, Cross Border Capital I Inc.)
Management's Discussion and Analysis
For the three and nine month period ended September 30, 2024
(Expressed in thousands of United States dollars except for Number of Shares)
12. RISKS AND UNCERTAINTIES (CONT'D)
(b) Risks relating to current operations (cont'd)
Competition
Many other businesses in Canada engage in similar activities to the Company, developing and commercializing digital media technologies to similar customers. Current and new competitors may have better capitalization, a longer operating history, more expertise and able to develop higher quality equipment or products, at the same or a lower cost. The Company cannot provide assurances that it will be able to compete successfully against current and future competitors. Competitive pressures faced by the Company could have a material adverse effect on its business, operating results, and financial condition.
Dividends
There is no assurance as to whether the Company will be profitable, earn sufficient revenues, or pay dividends. The Company anticipates that it will incur substantial expenses relating to the development and initial operations of its business. The payment and amount of any future dividends will depend upon, among other things, the Company's results of operations, cash flow, financial condition, and operating and capital requirements. There is no assurance that future dividends will be paid, and, if dividends are paid, there is no assurance with respect to the amount of any such dividends.
Uncertainty of revenue growth
There can be no assurance that the Company can generate revenue growth, or that any revenue growth that is achieved can be sustained. Revenue growth that the Company may achieve may not be indicative of future operating results. The Company may increase its operating expenses to fund research and development, increase its sales and marketing efforts and increase its administrative resources in anticipation of future growth. To the extent that increases in such expenses precede or are not subsequently followed by increased revenues, the Company's business, operating results, and financial condition will be materially adversely affected.
Development of new products
The Company's success will depend, in part, on its ability to develop, introduce and market new and innovative products. If there is a shift in consumer demand, the Company must meet such demand through new and innovative products or else its business will fail. The Company's ability to develop, market and produce new products is subject to it having substantial capital. There is no assurance that the Company will be able to develop new and innovative products or have the capital necessary to develop such products.
Effective commercialization
There is a risk that the technology and the Company's products will not perform as expected in certain applications and therefore, the Company may encounter delays to commercialization or may run the risk that the technologies will never be successfully commercialized. This means that the Company may never receive significant revenues or return on its technology development.
Page 21 of 31
SuperBuzz Inc. (formerly, Cross Border Capital I Inc.)
Management's Discussion and Analysis
For the three and nine month period ended September 30, 2024
(Expressed in thousands of United States dollars except for Number of Shares)
12. RISKS AND UNCERTAINTIES (CONT'D)
(c) Technology risks
Technical risks
Technical risks are inherent in the development and commercialization process, in that an immature technology could present unexpected challenges that exceed the planned time or financial resources to overcome. There can be no guarantee that the Company will be able to overcome technical risks associated with the development of its technology.
Our technology may be unable to achieve broad market acceptance
Even when product development is successful, our ability to generate significant revenue and profits depends on the acceptance of our products by our customers and end users of the products, such as companies or individuals purchasing vehicles incorporating our technology. The market acceptance of any product depends on a number of factors, including but not limited to awareness of a product's availability and benefits, the price and cost-effectiveness of our products relative to competing products; general competition, and the effectiveness of marketing and distribution efforts. Any factors preventing or limiting the market acceptance of our technology could have a material adverse effect on our business, results of operations and financial condition.
Emerging products and technology
The market for Company's products continues to evolve and continued growth and demand for, and acceptance of, these products remains uncertain. In addition, other emerging technology and products may impact the viability of the market for Company's products.
Company's continued success will depend upon its ability to keep pace with technological and marketplace change and to introduce, on a timely and cost-effective basis, new and enhanced products that satisfy changing customer requirements and achieve market acceptance.
There can be no assurance that the Company will be able to respond effectively to changes in technology or customer demands. Moreover, there can be no assurance that Company's competitors will not develop competitive products or that any such products will not have an adverse effect upon the Company's business, financial condition, or results of operations.
Use of artificial intelligence / machine learning technology
The use of artificial intelligence / machine learning technology presents risks by way of having decisions be made and relied upon with significantly less human involvement. This technology can be used to process data, identify relationships, and improve efficiencies with reduced error and cost. However, this technology can also present other risks when unreliable inputs or unrepresentative logic result in erroneous outputs. There can be no assurance that the Company will be able to respond effectively to these risks or deploy this technology in an effective or efficient manner.
Obsolescence
Maintaining a competitive position requires constant growth, development and strategic marketing and planning. If the Company is unable to maintain a technological advantage, the Company's ability to grow its business will be adversely affected and its products may become obsolete compared with other technologies.
Page 22 of 31
SuperBuzz Inc. (formerly, Cross Border Capital I Inc.)
Management's Discussion and Analysis
For the three and nine month period ended September 30, 2024
(Expressed in thousands of United States dollars except for Number of Shares)
12. RISKS AND UNCERTAINTIES (CONT'D)
(d) Other risks
Key personnel
The Company's success has depended and continues to depend upon its ability to attract and retain key management, including the officers and technical experts. The Company will attempt to enhance its management and technical expertise by continuing to recruit qualified individuals who possess desired skills and experience in certain targeted areas. The Company's inability to retain employees and attract and retain sufficient additional employees or engineering and technical support resources could have a material adverse effect on the Company's business, results of operations, sales, cash flow or financial condition. Shortages in qualified personnel or the loss of key personnel could adversely affect the financial condition of the Company, results of operations of the business and could limit the Company ability to develop and market its products. The loss of any of the Company senior management or key employees could materially adversely affect the Company's ability to execute the Company's business plan and strategy, and the Company may not be able to find adequate replacements on a timely basis, or at all.
Management of growth
The Company may be subject to growth-related risks including capacity constraints and pressure on its internal systems and controls. The ability of the Company to manage growth effectively will require it to continue to implement and improve its operational and financial systems and to expand, train, and manage its employee base. The inability of the Company to deal with this growth may have a material adverse effect on the Company's business, financial condition, results of operations and prospects.
Dependence on suppliers and skilled labor
The ability of the Company to compete and grow will be dependent on it having access, at a reasonable cost and in a timely manner, to skilled labor, equipment, parts and components. No assurances can be given that the Company will be successful in maintaining its required supply of skilled labor, equipment, parts and components.
Conflicts of Interest
Certain directors and officers of the Company are or may become associated with other companies in the same or related industries which may give rise to conflicts of interest. Directors who have a material interest in any person who is a party to a material contract or a proposed material contract with the Company are required, subject to certain exceptions, to disclose that interest and generally abstain from voting on any resolution to approve the contract. In addition, the directors and the officers are required to act honestly and in good faith with a view to the best interests of the Company. The directors and officers of the Company have either other full-time employment or other business, or time restrictions placed on them and accordingly, the Company will not be the only business enterprise of these directors and officers.
Research and development
We believe that we must continue to dedicate a significant amount of resources to our research and development efforts to maintain and develop our solutions and maintain and enhance our competitive position. We recognize the costs associated with these research and development investments earlier than the anticipated benefits, and the return on these investments may be lower, or may develop more slowly, than we expect. If we spend significant resources on research and development and are unable to generate an adequate return on our investment, our business, financial condition and results of operations may be materially and adversely affected.
Page 23 of 31
SuperBuzz Inc. (formerly, Cross Border Capital I Inc.)
Management's Discussion and Analysis
For the three and nine month period ended September 30, 2024
(Expressed in thousands of United States dollars except for Number of Shares)
12. RISKS AND UNCERTAINTIES (CONT'D)
(d) Other risks (cont'd)
Financial reporting and internal controls
The Company is subject to reporting and other obligations under applicable Canadian securities laws and exchange rules. These reporting and other obligations will place significant demands on Company's management, administrative, operational and accounting resources.
To meet such requirements, Company is working with its legal, accounting and financial advisors to identify areas in which changes should be made to Company's financial management control systems. These areas include corporate governance, corporate controls, internal audit, disclosure controls and procedures and financial reporting and accounting systems. Company has made, and will continue to make, changes in these and other areas, including Company's internal controls over financial reporting. If Company is unable to accomplish any such necessary objectives in a timely and effective fashion, its ability to comply with its financial reporting requirements and other rules that apply to reporting issuers could be impaired. Moreover, any failure to maintain effective internal controls could cause Company to fail to meet its reporting obligations or result in material misstatements in its financial statements. If Company cannot provide reliable financial reports or prevent fraud, its reputation and operating results could be materially harmed which could also cause investors to lose confidence in the reported financial information, which could lower share prices. There can be no assurance that internal controls over financial reporting will prevent all error and all fraud. A control system, no matter how well designed and implemented, can provide only reasonable, not absolute, assurance that the control system's objectives will be met. Furthermore, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Due to the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues within the Company are detected. The inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple errors or mistakes. Controls can also be circumvented by individual acts of some persons, by collusion of two or more people or by management override of the controls. Due to the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.
Intellectual property
The Company's ability to compete effectively will depend, in part, on its ability to maintain the proprietary nature of its brand and its product creation processes. The Company has adopted procedures to protect its intellectual property and maintain secrecy of its confidential business information and trade secrets. However, there can be no assurance that such procedures will afford complete protection of such intellectual property, confidential business information and trade secrets. There can be no assurance that the Company's competitors will not independently develop technologies that are substantially equivalent or superior to the Company's technology. To protect the Company's intellectual property, it may become involved in litigation, which could result in substantial expenses, divert the attention of its management, cause significant delays, and materially disrupt the conduct of its business. The Company may also inadvertently infringe others intellectual property and be subject to litigation in respect of same.
Intellectual property litigation
The Company may be forced to litigate to enforce or defend its intellectual property rights, to protect its trade secrets or to determine the validity and scope of other parties' proprietary rights. Any such litigation could be very costly and could distract its management from focusing on operating the Company's business. The existence and/or outcome of any such litigation could harm the Company's business.
Page 24 of 31
SuperBuzz Inc. (formerly, Cross Border Capital I Inc.)
Management's Discussion and Analysis
For the three and nine month period ended September 30, 2024
(Expressed in thousands of United States dollars except for Number of Shares)
12. RISKS AND UNCERTAINTIES (CONT'D)
(d) Other risks (cont'd)
Ability to obtain and retain any relevant licenses
If obtained, any licenses in Canada are expected to be subject to ongoing compliance and reporting requirements. Failure by the Company to comply with the requirements of licenses or any failure to maintain licenses would have a material adverse impact on the business, financial condition and operating results of the Company. Should any jurisdiction in which the Company considers a license important not grant, extend or renew such license or should it renew such license on different terms, or should it decide to grant more than the anticipated number of licenses, the business, financial condition and results of the operation of the Company could be materially adversely affected.
No established market
There is currently no market through which the Company's securities may be sold and purchasers may not be able to resell the Company Shares purchased under this Prospectus. An active public market for the Company Shares might not develop or be sustained after this offering. Even if a market develops, there is no assurance that the price of the Company Shares offered under this Prospectus, will reflect the prevailing market price of the Company Shares following this offering. If an active public market for the Company Shares does not develop, the liquidity of a shareholder's investment may be limited, and the Company Share price may decline below the initial public offering price. The holding of Company Shares involves a high degree of risk and should be undertaken only by investors whose financial resources are sufficient to enable them to assume such risks and who have no need for immediate liquidity in their investment. The Company Shares should not be purchased by persons who cannot afford the possibility of the loss of their entire investment.
Lack of active market
There can be no assurance that an active market for the Company Shares will continue and any increased demand to buy or sell the Company Shares can create volatility in price and volume. Any return on investment from the Company Shares is not guaranteed.
There can be no assurance regarding the amount of return to be generated by the Company's investments. The Company Shares are equity securities of the Company and are not fixed income securities. Unlike fixed-income securities, there is no obligation of the Company to distribute to shareholders a fixed amount or to return the initial purchase price of a Company Share on a date in the future. The market value of the Company Shares will deteriorate if the Company is unsuccessful in its investments, and that deterioration may be significant.
There is a risk of dilution
The Company may issue additional securities from time-to-time to raise funding for its business, and such issuances may be dilutive to existing shareholders.
Page 25 of 31
SuperBuzz Inc. (formerly, Cross Border Capital I Inc.)
Management's Discussion and Analysis
For the three and nine month period ended September 30, 2024
(Expressed in thousands of United States dollars except for Number of Shares)
12. RISKS AND UNCERTAINTIES (CONT'D)
(d) Other risks (cont'd)
Global economic risk
The ongoing economic slowdown and downturn of global capital markets has generally made the raising of capital equity or debt financing more difficult. Access to financing has been negatively impacted by the ongoing global economic risks. As such, the Company is subject to liquidity risks in meeting our development and future operating cost requirements in instances where cash positions are unable to be maintained or appropriate financing is unavailable. These factors may impact the Company's ability to raise equity or obtain loans and other credit facilities in the future and on terms favorable to the Company. If uncertain market conditions persist, the Company's ability to raise capital could be jeopardized, which could have an adverse impact on the Company's operations and trading price of the Company Shares on the stock exchange.
Economic environment
The Company's operations could be affected by the economic context should the unemployment level, interest rates or inflation reach levels that influence consumer trends and consequently, impact the Company's sales and profitability. As well, general demand for banking services and alternative banking or financial services cannot be predicted, and prospects of such areas might be different from those predicted by the Company's management.
Risks associated with acquisitions
As part of the Company's overall business strategy, the Company may pursue select strategic acquisitions after the completion of the Listing, which would provide additional product offerings, vertical integrations, additional industry expertise, and a stronger industry presence in both existing and new jurisdictions. Future acquisitions may expose it to potential risks, including risks associated with: (a) the integration of new operations, services and personnel; (b) unforeseen or hidden liabilities; (c) the diversion of resources from the Issuer's existing business and technology; (d) potential inability to generate sufficient revenue to offset new costs; (e) the expenses of acquisitions; or (f) the potential loss of or harm to relationships with both employees and existing users resulting from its integration of new businesses. In addition, any proposed acquisitions may be subject to regulatory approval.
(e) Product development risks
Lack of experience and commitment of team
The project manager and leader is the most responsible person, and a replacement or inexperienced manager could jeopardize the completion of the Platform.
Unrealistic deadlines
Software projects may fail when deadlines are not properly set. Project initialization, completion date and time must be realistic.
Improper budget
Cost estimation of a project is very crucial in terms of project success and failure. Low cost with high expectations of large projects may cause project failure.
Page 26 of 31
SuperBuzz Inc. (formerly, Cross Border Capital I Inc.)
Management's Discussion and Analysis
For the three and nine month period ended September 30, 2024
(Expressed in thousands of United States dollars except for Number of Shares)
12. RISKS AND UNCERTAINTIES (CONT'D)
(e) Product development risks (cont'd)
Lack of resources
Software and hardware resources may not be adequate. Lack of resources in terms of manpower is also a critical risk factor of software failure.
Inappropriate design
Software designers have a major role in the success or failure of the project if a design is inappropriate for the project.
User data
The Company may require the registration of its users prior to accessing its products or services or certain features of its products or services and the Company may be subject to increased legislation and regulations on the collection, storage, retention, transmission and use of user-data that is collected. The Company's efforts to protect the personal information of its users may be unsuccessful due to the actions of third parties, software bugs or technical malfunctions, employee error or malfeasance, or other factors. In addition, third parties may attempt to fraudulently induce employees or users to disclose information to gain access to the Company's data or the Company's users' data.
If any of these events occur, users' information could be accessed or disclosed improperly. Any incidents involving the unauthorized access to or improper use of the information of users or incidents involving violation of the Company's terms of service or policies could damage its reputation and brand and diminish its competitive position.
Failure to protect personal information
A wide variety of provincial, state, national, and international laws and regulations apply to the collection, use, retention, protection, disclosure, transfer, and other processing of personal data. These data protection and privacy-related laws and regulations are evolving and being tested in courts and may result in ever-increasing regulatory and public scrutiny as well as escalating levels of enforcement and sanctions.
Any actual or perceived loss, improper retention or misuse of certain information or alleged violations of laws and regulations relating to privacy, data protection and data security, and any relevant claims, could result in enforcement action against us, including fines, imprisonment of Company officials and public censure, claims for damages by customers and other affected individuals, damage to our reputation and loss of goodwill (both in relation to existing customers and prospective customers), any of which could have an adverse effect on our operations, financial performance, and business. Any perception of privacy or security concerns or an inability to comply with applicable laws, regulations, policies, industry standards, contractual obligations or other legal obligations, even if unfounded, may result in additional cost and liability to us, harm our reputation and inhibit adoption of our products by current and future customers, and adversely affect our business, financial condition, and operating results. We have implemented and maintain security measures intended to protect personally identifiable information. However, our security measures remain vulnerable to various threats posed by hackers and criminals. If our security measures are overcome and any personally identifiable information that we collect or store becomes subject to unauthorized access, we may be required to comply with costly and burdensome breach notification obligations. We may also be subject to investigations, enforcement actions and private lawsuits. In addition, any data security incident is likely to generate negative publicity and have a negative effect on our business.
Page 27 of 31
SuperBuzz Inc. (formerly, Cross Border Capital I Inc.)
Management's Discussion and Analysis
For the three and nine month period ended September 30, 2024
(Expressed in thousands of United States dollars except for Number of Shares)
12. RISKS AND UNCERTAINTIES (CONT'D)
(e) Product development risks (cont'd)
Failure to protect personal information (cont'd)
In addition, any data security incident is likely to generate negative publicity and have a negative effect on our business.
Effective operating and scaling of technology
The Company's ability to provide products and services to customers is dependent on its information technology systems. If the Company is unable to manage and scale the technology associated with its business effectively, the Company could experience increased costs, reductions in system availability and losses of network participants.
Material defects or errors in the Company's Technology Infrastructure could harm the Company's reputation, result in significant costs to the Company and impair its ability to sell its services. Software developed for the Company's technology can contain errors, defects, security vulnerabilities or software bugs that are difficult to detect and correct, particularly when first introduced. Despite internal testing, the Company's technology may contain serious errors or defects that cause performance problems or service interruptions, security vulnerabilities or software bugs that the Company may be unable to successfully correct in a timely manner, or at all, which could result in:
- unexpected credits or refunds to the Company's clients, loss of clients and other potential liabilities;
- delays in client payments, increasing the Company's collection reserve and collection cycle;
- diversion of development resources and associated costs;
- harm to the Company's reputation and brand; and
- unanticipated litigation costs.
Data security and hacking
Increasingly, organizations are subject to a wide variety of attacks on their networks. In addition to traditional computer "hackers," malicious code (such as viruses and worms), employee theft or misuse, denial of service attacks, ransomware, malware and sophisticated government and government-supported actors now engage in incidents and attacks (including advanced persistent threat intrusions), and add to the risks to our internal networks and the information they store, manage and process. It is virtually impossible for Absolute to entirely mitigate these risks (especially as it relates to unlicensed or outdated versions of our product or agent). Any such security incident or breach could compromise our networks, creating system disruptions or slowdowns and exploiting security vulnerabilities of our products, and the information stored on our networks could be accessed, publicly disclosed, lost, or stolen, which could subject us to liability and cause us financial harm. These breaches, or any perceived breach, may also result in damage to our reputation, negative publicity (through research reports or otherwise), loss of partners, end-customers and sales, increased costs to remedy any problem, and costly litigation and may result in the Company's business, operating results and financial condition being materially adversely affected.
Risk of safeguarding against security & privacy breaches
A security or privacy breach could:
- expose the Company and Company to additional liability and to potentially costly litigation;
- increase expenses relating to the resolution of these breaches;
- deter potential customers from using our services; and
- decrease market acceptance of electronic commerce transactions.
Page 28 of 31
SuperBuzz Inc. (formerly, Cross Border Capital I Inc.)
Management's Discussion and Analysis
For the three and nine month period ended September 30, 2024
(Expressed in thousands of United States dollars except for Number of Shares)
12. RISKS AND UNCERTAINTIES (CONT'D)
(e) Product development risks (cont'd)
Risk of safeguarding against security & privacy breaches (cont'd)
As a provider of software technology, the Company and Resulting Issuer are at risk of exposure to a security or privacy breach of its system which could lead to potentially costly litigation, deter potential customers from using its services, or bring about additional liability of the Company and Resulting Issuer.
The Company and Resulting Issuer cannot assure that the use of applications designed for data security and integrity will address changing technologies or the security and privacy concerns of existing and potential customers. Although the Company and Resulting Issuer require that agreements with service providers who have access to sensitive data include confidentiality obligations that restrict these parties from using or disclosing any data except as necessary to perform their services under the applicable agreements, there can be no assurance that these contractual measures will prevent the unauthorized disclosure of information.
(f) International considerations
Political environment
The Company's core business operations are in Israel. Since the establishment of the State of Israel in 1948, a number of armed conflicts have taken place between Israel and its neighboring countries. As a result, the Company is vulnerable to the political, economic, legal, regulatory, and military conditions affecting Israel and the Middle East. Armed conflicts between Israel and its neighbouring countries and territories occur periodically and a protracted state of hostility has, in the past, resulted in security and economic difficulties for Israel. Any such hostilities or escalation thereof, armed conflicts or violence in the region could adversely affect the Company's business, results of operations and financial condition.
To date, such conflicts have not had a material effect on business, results of operations or financial condition. In addition, the Company may be adversely affected by other events or factors affecting Israel such as the interruption or curtailment of trade between Israel and its trading partners, a significant downturn in the economic or financial condition of Israel, a significant downgrading of Israel's internal credit rating, labour disputes and political instability, including riots and uprisings or the impact of the COVID-19 pandemic on the Israeli economy.
Furthermore, there are a number of countries, primarily in the Middle East, as well as some Muslim countries, including Malaysia and Indonesia that restrict business with Israel or Israeli companies. There may also be certain countries, businesses or other global movements that may exert pressure on the Company's partners, customers or others not to do business with Israel or Israeli companies. Restrictive laws policies or movements directed towards Israel or Israeli businesses could have a material adverse effect on the Company's business, results of operations and financial condition.
Generally, under Israeli law, citizens and permanent residents of Israel are obligated to perform military reserve duty for extended periods of time through the age of 45 (or older for citizens with certain occupations) and are subject to being called to active duty at any time under emergency circumstances. In response to increased hostilities, there have been periods of significant call-ups of military reservists. It is possible that there will be additional call-ups in the future, which may include officers and key personnel of the Company, which could disrupt business operations for a significant period of time.
Page 29 of 31
SuperBuzz Inc. (formerly, Cross Border Capital I Inc.)
Management's Discussion and Analysis
For the three and nine month period ended September 30, 2024
(Expressed in thousands of United States dollars except for Number of Shares)
12. RISKS AND UNCERTAINTIES (CONT'D)
(f) International considerations (cont'd)
Emerging market
Emerging market investment generally poses a greater degree of risk than investment in more mature market economies because the economies in the developing world are more susceptible to destabilization resulting from domestic and international developments.
The Company's core business operations are located in Israel, which has a history of military instability. While there is no current instability, this is subject to change in the future and could adversely affect the Company's business, financial condition, and results of operations. Fluctuations in the Israeli economy and actions adopted by the government of Israel may have a significant impact on companies operating in Israel, including the Company. Specifically, the Company may be affected by inflation, foreign currency fluctuations, regulatory policies, business, and tax regulations and in general, by the political, social and economic scenarios in Israel and in other countries that may affect Israel.
Income taxes
The Israeli corporate tax rate was 23% for the periods ended September 30, 2024 and December 31, 2023. This tax rate could be changed by government decisions and tax regulations, which could have a material effect on the Company's profit in the future.
The general limitation of statute on tax reports in Israel is four years, and therefore the Company's tax reports for the years ended December 31, 2023 and 2022 could still be assessed by the Israeli Tax Authority.
13. CONTINGENCIES AND COMMITMENTS
The Company is not contingently liable with respect to litigation, claims, and environmental matters, including those that could result in mandatory damages or other relief. Any expected settlement of claims in excess of amounts recorded will be charged to the statements of loss and comprehensive loss as and when such determination is made.
14. MANAGEMENT'S RESPONSIBILITY FOR FINANCIAL INFORMATION
The Company's financial statements and the other financial information included in this management report are the responsibility of the Company's management and have been examined and approved by the Company's audit committee and Board of Directors. The accompanying financial statements are prepared by management in accordance with IFRS and include certain amounts based on management's best estimates using careful judgment. The selection of accounting principles and methods is management's responsibility.
Management recognizes its responsibility for conducting the Company's affairs in a manner to comply with the requirements of applicable laws and established financial standards and principles, and for maintaining proper standards of conduct in its activities. The Board of Directors supervises the financial statements and other financial information through its audit committee, which is comprised of four non-management directors.
Page 30 of 31
SuperBuzz Inc. (formerly, Cross Border Capital I Inc.)
Management's Discussion and Analysis
For the three and nine month period ended September 30, 2024
(Expressed in thousands of United States dollars except for Number of Shares)
14. MANAGEMENT'S RESPONSIBILITY FOR FINANCIAL INFORMATION (CONT'D)
This committee's role is to examine the financial statements and recommend that the Board of Directors approve them, to examine the internal control and information protection systems and all other matters relating to the Company's accounting and finances. In order to do so, the audit committee meets annually with the external auditors, with or without the Company's management, to review their respective audit plans and discuss the results of their examination. This committee is responsible for recommending the appointment of the external auditors or the renewal of their engagement.
15. SUBSEQUENT EVENTS
(a) Debt Settlement Transaction Amendment
Pursuant to the C$1,199,299 of debt settled through the issuance of 36,929,955 units of one warrant and one common share (the "Units") and an additional 3,046,667 common shares (the "Debt Settlement Transaction") wherein Dror Erez (the "Acquirer") was issued 7,583,393 Units. However, the Company reviewed the Debt Settlement Transaction in November 2024, and noted that the Acquirer, being a 10% security holder of the Company should not have received the Units under Section 3.1 of TSX Venture Exchange ("TSXV") Policy 4.3 – Shares for Debt, which provides that Non-Arm's Length Parties (as defined in TSXV policies) may only receive shares as settlement for debt. Warrants may not be issued in addition to share settlements where a Non-Arm's Length Party is a creditor in shares for debt transactions. The Acquirer should have only received Common Shares to settle their debt with the Issuer, pursuant to the Debt Settlement Transaction.
The Company took corrective action to ensure compliance with TSXV policies by cancelling the warrants that were issued to the Acquirer pursuant to the Debt Settlement Transaction (the "Correction"). The Correction has been reflected in these interim condensed consolidated financial statements. On November 5th, 2024, in connection with the Correction, the Acquirer acquired 7,583,393 common shares to settle $227,502 of debt.
16. ADDITIONAL INFORMATION
These documents, as well as additional information regarding the Company, have been filed electronically with the Canadian securities regulators through the System for Electronic Document Analysis and Retrieval ("SEDAR") and may be accessed through SEDAR's website at www.sedar.com.