Matthew Proud-led SPAC threatens to pull out of merger with delivery company UniUni

Matthew Proud’s special purpose acquisition company is threatening to pull out of its proposed combination with last-mile delivery company UniUni.

The Toronto Stock Exchange-listed SPAC, called MAK Acquisition Corp. said in a release Thursday evening it had delivered a notice of breach to UniUni, officially known as Uni Express Inc., pursuant to a purchase agreement struck between the two in May.

MAK stated that while UniUni had “agreed to operate its business within certain specific parameters” until their proposed combination, that the delivery company’s “financial performance has deteriorated” since May. “MAK believes this constitutes a material breach of the purchase agreement.”

MAK’s notice gives UniUni 15 business days to “cure the breach.” If UniUni can’t do that, MAK said it intends to exercise its right to terminate the purchase agreement.

UniUni did not respond to a request for comment.

MAK spokesman Ross Marshall declined to comment, saying in a text “the release speaks for itself.”

The parties announced their proposed deal in May that would value the combined entity at more than US$1-billion. Under the terms, MAK, led by Mr. Proud, the former CEO of Dye & Durham Ltd., would submit to a reverse takeover by Richmond, B.C.-based UniUni, which operates a low-cost, last-mile delivery service that focuses on high volume, low margin Asian ecommerce merchants Shein, Temu and TikTok.

Underwriters Canaccord Genuity and Scotiabank are co-leading the deal, while Origin Merchant Partners is advising UniUni.

According to the prospectus filed in June, UniUni has been growing at a torrid pace, generating US$679.4-million of revenue in 2025, up from US$294.5-million in 2024. Revenue in the first quarter was US$191.5-million, up 74 per cent year-over year, and UniUni said it expected to generate US$1.1-billion in revenue this year.

That makes UniUni one of Canada’s largest technology or technology-enabled private companies by revenue. It ranked as the fifth-fastest growing tech company in Canada in last year’s Deloitte Fast 50 list.

However, the company is also deeply unprofitable. It lost US$74.7-million in 2024, US$118-million in 2025, and another US$98.8-million in the first quarter, according to the prospectus.

In materials circulated to investors earlier this year UniUni stated it expected to become profitable this year and generate US$125-million in pretax profits in 2027, due to a growing share of its business coming from higher-margin North American shippers, plus gains from cost efficiencies and higher volumes. The company delivered 265 million parcels in the 12 months ended March 31.

MAK went public last year, raising $100-million in its initial public offering. MAK investors that don’t want to support the deal can redeem their units, and all will be fully refunded if the company can’t consummate a combination with another company by April 2027, both features of SPAC deals. The cash raised by MAK has been held in trust and whatever isn’t redeemed would go to the coffers of the combined company if the deal were to proceed.

Alongside the merger, the parties have also conditionally raised US$100-million in offering known as a PIPE (private investment in public equity), down from an original target of US$150-million. The PIPE would only proceed if the combination closes.