Active Witness closes C$16.4M reverse merger with Constellation Capital
What's the deal? Active Witness Corp.Dealroom has a profile for this one. Try Dealroom → completed its reverse-merger acquisition of Constellation Capital Corp. (TSXV:CNST.P) on September 2, 2026, in a transaction valued at C$16.4 million. The deal was first outlined in a letter of intent signed on September 29, 2025, and formalised through an amalgamation agreement on February 9, 2026.
What changes? The combined company — the resulting issuer — keeps the name Active Witness Corp. and is expected to have about 176.5 million common shares outstanding. Former Active Witness shareholders will hold roughly 93.2%, while former Constellation shareholders retain about 6.8%.
Who holds what? No shareholder will control 10% or more, except Vincorp Holdings Ltd.Dealroom has a profile for this one. Try Dealroom →, controlled by Rajeev (Rob) Bakshi, and Novas Capital Corp.Dealroom has a profile for this one. Try Dealroom →, controlled by Ken Hallat. They are set to hold roughly 24.93% and 21.86% of the resulting issuer, respectively, on a non-diluted basis.
How it was structured: Based on an estimated exchange ratio of 1.82, Constellation issued 163,691,773 common shares and 7,091,885 warrants, for an assumed purchase price of C$16,369,177. Active Witness shareholders, subscribers to a bridge financing, and subscribers to a concurrent private placement account for the remaining ownership split of 76.2% and 17%.
Why now? The transaction faced multiple deadline extensions. The bridge financing deadline moved from November 15, 2025, to December 31, 2025; the concurrent private placement shifted to March 31, 2026; and the outside date was pushed to April 15, 2026, before the parties reached a further extension on April 2, 2026.
What's next? Constellation's board will be reconstituted at closing to consist of Active Witness nominees, completing the takeover of the listed shell by the operating business.
The signal: Reverse mergers into a TSX Venture Exchange capital pool company remain a common route to public listing for smaller firms, offering a faster path to market than a traditional initial public offering.
Image credit: Generated with Gemini
