Relief AI's $5M Raise Paves Public Path for AI Burnout Coach

TORONTO, ON – July 30, 2026 – In a world grappling with an unprecedented crisis of workplace burnout, a new class of technological solution is emerging. At the forefront is Relief AI Inc., a company aiming to revolutionize mental wellness with what it calls the world's first AI digital human burnout coach, NAIA. Today, the company took a decisive step toward scaling its vision, announcing an updated and upsized private placement aimed at raising a minimum of $5 million. This financing is not merely a capital injection; it is the financial engine for a strategic amalgamation that will transform the private startup into a publicly traded entity, NAIA Relief Inc., on the TSX Venture Exchange.

The transaction represents a critical intersection of finance, technology, and corporate strategy. It provides a blueprint for how deep-tech innovations are navigating complex capital markets to address some of society’s most pressing challenges. By merging with the publicly reporting shell company 1329308 B.C. Ltd., Relief AI is executing a sophisticated maneuver to gain access to public investors, providing the fuel needed for product development and global expansion.

Decoding the Financial Architecture

The financial mechanics of this deal reveal a story of growing ambition and investor confidence. Relief AI, with lead agent Ventum Financial Corp., has updated the terms of its brokered private placement, now offering subscription receipts at $1.00 apiece to raise at least $5 million. This marks a significant increase from the previously planned financing round announced in October 2025, which targeted $3 million with units priced at $0.75.

“The decision to increase both the price and the total proceeds suggests that the roadshow has been met with strong institutional interest,” noted a market analyst familiar with such transactions. “It signals that investors are buying into the long-term vision and the scale of the market opportunity.”

Upon closing and the satisfaction of escrow conditions tied to the public listing, each subscription receipt will automatically convert into one unit of the company. A unit consists of one common share and one-half of a purchase warrant. Each whole warrant grants the holder the right to buy another common share at $1.25 for a 24-month period. This structure provides immediate capital while offering future upside to investors, a common feature in growth-stage financing.

The net proceeds are earmarked for product development, working capital, and general corporate purposes—the essential ingredients for scaling a technology platform like NAIA. The engagement of Ventum Financial Corp. as the lead agent and sole bookrunner also lends significant institutional credibility to the offering, ensuring a structured and professional approach to the capital raise.

NAIA: The Digital Human at the Heart of the Deal

The capital being raised is not for an abstract concept but for a tangible, innovative product: NAIA. Described as an AI digital human, NAIA is designed to be an empathetic and interactive coach that delivers personalized, science-backed programs to combat burnout. The platform operates 24/7, guiding users from initial stress assessments to actionable coaching through interactive conversations.

What sets NAIA apart in a crowded digital health landscape is its deep scientific underpinning. Relief AI has strategically leveraged data and frameworks from the Scheelen Institute, a global leader in personality diagnostics and talent profiling for over 25 years. This partnership allows NAIA to integrate proven psychometric assessments, enabling it to generate deep insights into an individual's specific stress triggers and resilience factors. This is not just algorithmic pattern-matching; it is the digitization of decades of behavioral science and psychological expertise.

By creating a “digital human” coach, Relief AI is attempting to solve the biggest challenge in digital therapy: engagement. The goal is to create a conversational experience that feels more personal and less clinical than a simple app or chatbot. The $5 million in funding will be instrumental in advancing this technology, likely focusing on enhancing NAIA’s conversational abilities, expanding its coaching modules, and ensuring its enterprise-grade security can meet the stringent demands of corporate clients aiming to build more resilient and high-performing teams.

The Strategic Path to Public Markets

For a high-growth company like Relief AI, the path to public markets can be as crucial as the technology itself. Instead of a costly and lengthy traditional Initial Public Offering (IPO), the company has opted for a more streamlined approach: a three-cornered amalgamation with 1329308 B.C. Ltd. This entity is a non-listed reporting issuer, essentially a public vehicle created for the express purpose of finding a promising private company and bringing it to the public market—a structure similar in function to a Capital Pool Company (CPC).

The transaction will see Relief AI merge with a subsidiary of 132 BC. The newly formed amalgamated company will then become a wholly-owned subsidiary of 132 BC, which will be renamed NAIA Relief Inc. To prepare for this, 132 BC will consolidate its existing shares on a 9.0363-to-1 basis, right-sizing its capital structure to reflect the value of the new, combined enterprise.

This strategic route, often referred to as a reverse takeover (RTO), offers several advantages. It provides a clearer and often faster timeline to a public listing, grants access to a wider pool of capital for future growth, and offers liquidity to early employees and investors. By listing as a Tier 2 Issuer on the TSX Venture Exchange, NAIA Relief Inc. will gain a platform to build its profile and attract further investment as it executes its business plan.

This “playbook” is a powerful engine of the modern innovation economy, enabling technology companies to transition from private development to public growth vehicles. The success of this amalgamation will not only determine the future of Relief AI but will also serve as a case study for other tech startups looking to navigate the Canadian capital markets. As the transaction moves toward completion, all eyes will be on the debut of NAIA Relief Inc. and its mission to deploy AI in the deeply human quest for mental well-being.