Mercer Park Announces Acquisition of Cube Group, Inc.

Cayman Islands – October 22nd, 2025 – Mercer Park Opportunities Corp. (TSX: SPAC.U) (“Mercer Park”), a special purpose acquisition corporation, today announced that it has entered into a definitive business combination agreement with Cube Group, Inc. (“Cube”), a leading innovator in hybrid digital asset exchanges. The transaction values Cube at US$300 million and, subject to regulatory approval, is expected to create a publicly listed entity poised to play a key role in transforming global capital markets by bridging traditional finance (TradFi) and decentralized finance (DeFi), bolstered by a committed US$500 million acquisition of Solana tokens (SOL) treasury to seek to enhance liquidity, yield generation, and long-term value creation.

Upon completion, the combined company will operate as Cube Group, Inc. The transaction is subject to the approval of the Toronto Stock Exchange. Mercer Park has also agreed to use reasonable efforts to expeditiously seek a dual listing on the NASDAQ post-closing.

Transaction Details

Under the terms of the agreement, Mercer Park will acquire Cube through a business combination, resulting in Cube becoming a wholly-owned subsidiary of the post-transaction company. The deal is structured as a qualifying transaction under TSX rules, with Mercer Park issuing shares to Cube's equity holders at an implied valuation of US$300 million. The resulting company has also entered into agreements to acquire US$500 million in Solana (SOL) tokens using stock as consideration. This treasury purchase is designed to optimize treasury management through staking yields (currently estimated at 7-9%+ annually), which is anticipated to drive enhanced liquidity and volume, and lead to sustainable profitability.

The definitive agreement was signed on October 21st, 2025. The transaction is subject to customary closing conditions, including completion of Cube’s audit, regulatory approvals from the TSX, clearance of a prospectus with applicable Canadian securities regulators and other regulatory approvals. Mercer Park anticipates closing in the first quarter of 2026.

Holders of Class A restricted voting shares of Mercer Park will be provided with the opportunity to redeem their shares for approximately US$10.** at closing should they wish to do so.

This strategic combination aligns with Mercer Park's mandate to identify and merge with high-potential businesses in innovative sectors, providing Cube with the opportunity to accelerate its mission.

Vision for the Future of Finance

Cube intends to be a leader in modern digital finance, delivering a hybrid exchange platform that is designed to combine the speed and efficiency of DeFi with the security, compliance, and institutional-grade infrastructure of TradFi. The platform features an ultra-fast matching engine capable of processing trades up to 40 times faster than some of its major competitors, non-custodial multi-party computation (MPC) vaults for enhanced asset protection, and seamless integration for institutional and retail investors, setting the stage for unprecedented scalability and market leadership.Cube currently provides services globally, including to users in certain US states, holds licenses and registrations in key jurisdictions including Europe and Australia, and is actively seeking to expand its licensing footprint.

Founded by Solana core developer and ex-Head of Equity Applications Engineering at Citadel Bartosz Lipiński, CEO, and Larry Wu, CTO, Cube’s long-term vision is to achieve an "indifference point" where traditional and digital assets are indistinguishable in terms of security, legal clarity, and usability. By addressing key barriers to adoption—such as custodial risk, opacity, and high costs—Cube aims to professionalize the digital asset space, fostering broad access to a financial system where users can invest, trade, and transact effortlessly. The company intends to expand its full-stack offerings, including spot trading, custody solutions, perpetuals, derivatives, hybrid banking and loan products, asset management, corporate treasury solutions, and wealth management tools, to capture a growing share of the estimated US$3.4 trillion digital assets market and unlock growth opportunities in this transformative era.

This merger positions the new entity to capitalize on accelerating institutional adoption, driven by regulatory clarity and technological advancements.

Executive Quotes

"We are excited to partner with Cube to bring this groundbreaking hybrid exchange to the public markets," said Jonathan Sandelman, CEO of Mercer Park Opportunities Corp. "This transaction not only fulfills our SPAC mandate but also unlocks tremendous value for shareholders by aligning with a company that is solving real pain points in finance. We believe Cube's innovative platform will drive the convergence of TradFi and DeFi, creating lasting opportunities in a rapidly evolving landscape with significant upside potential."

"Cube is building the infrastructure for modern digital finance, and this business combination with Mercer Park accelerates our vision," said Bartosz Lipiński, Co-Founder and CEO of Cube Group. "By going public, we gain the resources to scale our ultra-secure, high-speed exchange. Together, we're not just participating in the future of finance—we're helping to define it, with a focus on trust, efficiency, and accessibility for all investors, poised to lead one of the most compelling growth stories in the sector."

For more information, contact Mercer Park at tel. 917.819.6685 or mercerparkopportunities.com or Cube by visiting www.cube.exchange or contact investors@cube.xyz.

About Mercer Park Opportunities Corp.

Mercer Park Opportunities Corp. is a Cayman Islands-based special purpose acquisition company listed on the TSX, formed to effect a qualifying transaction with a high-growth business.

About Cube Group, Inc.

Cube Group, Inc. is a leading innovator in hybrid digital asset platforms, seamlessly blending the speed and liquidity of centralized exchanges with the transparency, self-custody, and permissionless access of decentralized finance (DeFi). Powered by proprietary infrastructure, Cube Exchange processes trades up to 40 times faster than industry benchmarks, while its advanced MPC wallet system ensures users maintain full control over their assets, safeguarded against custodial risks. Available across desktop, mobile, and Telegram, Cube empowers retail and institutional investors to trade securely and efficiently on their terms.

Cube's institutional business offers tailored solutions, including advisory services designed to navigate the complexities of digital assets. These services cater to institutional clients seeking to execute corporate crypto treasury strategies, and integrate crypto strategies into traditional finance frameworks. For more information, visit www.cube.exchange.

About SOL

Solana is a blockchain built for mass adoption. It's a high performance network that is utilized for a range of use cases, including finance, NFTs, payments, and gaming. Solana operates as a single global state machine, and is open, interoperable and decentralized. For more information, please visit https://solana.com.

Forward-Looking Statements

This press release contains forward-looking statements regarding the proposed business combination, including expected timelines, benefits, and post-closing operations. These statements are subject to risks and uncertainties that could cause actual results to differ materially, including regulatory approvals and market conditions. For a detailed discussion of risks, refer to Mercer Park's upcoming expected filing of a prospectus with applicable Canadian securities regulators.

Media Contact:

Email: cshea@cube.exchange