BUSINESS COMBINATION AGREEMENT AND PLAN OF REORGANIZATIONBusiness Combination Agreement and Plan of Reorganization • March 14th, 2023 • Jet Token Inc. • Services-equipment rental & leasing, nec • Delaware
This BUSINESS COMBINATION AGREEMENT AND PLAN OF REORGANIZATION, dated as of February 24, 2023 (this “Agreement”), by and among Oxbridge Acquisition Corp., a Cayman Islands exempted company (which shall domesticate as a Delaware corporation prior to the Closing) (“Acquiror”), OXAC Merger Sub I, Inc., a Delaware corporation and a direct, wholly owned subsidiary of Acquiror (“First Merger Sub”), OXAC Merger Sub II, LLC, a Delaware limited liability company and a direct, wholly owned subsidiary of Acquiror (“Second Merger Sub” and, together with First Merger Sub, the “Merger Subs”), and Jet Token, Inc., a Delaware corporation (the “Company”).
BUSINESS COMBINATION AGREEMENT AND PLAN OF REORGANIZATION by and among NOVUS CAPITAL CORPORATION II, NCCII MERGER CORP. and ENERGY VAULT, INC. Dated as of September 8, 2021Business Combination Agreement and Plan of Reorganization • September 9th, 2021 • Novus Capital Corp II • Blank checks • Delaware
BUSINESS COMBINATION AGREEMENT AND PLAN OF REORGANIZATION, dated as of September 8, 2021 (this “Agreement”), by and among Novus Capital Corporation II, a Delaware corporation (“Novus”), NCII Merger Corp., a Delaware corporation (“Merger Sub”), and Energy Vault, Inc., a Delaware corporation (the “Company”).
BUSINESS COMBINATION AGREEMENT AND PLAN OF REORGANIZATION by and among THE LION ELECTRIC COMPANY, LION ELECTRIC MERGER SUB INC. and NORTHERN GENESIS ACQUISITION CORP. Dated as of November 30, 2020Business Combination Agreement and Plan of Reorganization • December 8th, 2020 • Lion Electric Co • Blank checks • Delaware
This Business Combination Agreement and Plan of Reorganization, dated as of November 30, 2020 (this “Agreement”), is entered into by and among The Lion Electric Company, a corporation existing under the Québec Business Corporations Act (the “QBCA”) (the “Company”), Lion Electric Merger Sub Inc., a Delaware corporation (“Merger Sub”), and Northern Genesis Acquisition Corp., a Delaware corporation (“NGA”).
BUSINESS COMBINATION AGREEMENT AND PLAN OF REORGANIZATION by and among FIRST RESERVE SUSTAINABLE GROWTH CORP., EO CHARGING, CHARGE MERGER SUB, INC. and JUUCE LIMITED Dated as of August 12, 2021Business Combination Agreement and Plan of Reorganization • August 12th, 2021 • First Reserve Sustainable Growth Corp. • Blank checks • Delaware
This Business Combination Agreement and Plan of Reorganization, dated as of August 12, 2021 (this “Agreement”), by and among First Reserve Sustainable Growth Corp. (“FRSG”), EO Charging, an exempted company incorporated with limited liability in the Cayman Islands (“NewCo”), Charge Merger Sub, Inc., a Delaware corporation (“Merger Sub”), and Juuce Limited, a private limited company incorporated under the laws of England and Wales (registration number 09314212) (the “Company”). FRSG, NewCo, Merger Sub and the Company are collectively referred to herein as the “Parties.”
AMENDMENT TO BUSINESS COMBINATION AGREEMENT AND PLAN OF REORGANIZATIONBusiness Combination Agreement and Plan of Reorganization • February 28th, 2022 • Spartan Acquisition Corp. III • Blank checks
THIS AMENDMENT TO BUSINESS COMBINATION AGREEMENT AND PLAN OF REORGANIZATION (this “Amendment”) is entered into as of February 28, 2022 by and among Spartan Acquisition Corp. III, a Delaware corporation (“Spartan”), Athena Pubco B.V., a Dutch private limited liability company (besloten vennootschap met beperkte aansprakelijkheid) (“NewCo”), Athena Merger Sub, Inc., a Delaware corporation (“Merger Sub”), Madeleine Charging B.V., a Dutch private limited liability company (besloten vennootschap met beperkte aansprakelijkheid) (“Madeleine Charging”), Allego Holding B.V., a Dutch private limited liability company (besloten vennootschap met beperkte aansprakelijkheid) (the “Company”) and, solely for the purposes of Article II, Section 7.08, Section 7.13, Section 7.17, Article VIII and Article X of the Business Combination Agreement (as defined below), E8 Partenaires, a French societe par actions simplifee (“E8 Investor”). Spartan, NewCo, Merger Sub, Madeleine Charging, the Company and E8 Inve
BUSINESS COMBINATION AGREEMENT AND PLAN OF REORGANIZATION by and among DECARBONIZATION PLUS ACQUISITION CORPORATION III, DCRC MERGER SUB INC., and SOLID POWER, INC. Dated as of June 15, 2021Business Combination Agreement and Plan of Reorganization • June 15th, 2021 • Decarbonization Plus Acquisition Corp III • Blank checks • Delaware
BUSINESS COMBINATION AGREEMENT AND PLAN OF REORGANIZATION, dated as of June 15, 2021 (this “Agreement”), by and among Decarbonization Plus Acquisition Corporation III, a Delaware corporation (“DCRC”), DCRC Merger Sub Inc., a Delaware corporation (“Merger Sub”), and Solid Power, Inc., a Colorado corporation (the “Company”).
BUSINESS COMBINATION AGREEMENT AND PLAN OF REORGANIZATION by and among TORTOISE ACQUISITION CORP., SHLL MERGER SUB INC., and HYLIION INC. Dated as of June 18, 2020Business Combination Agreement and Plan of Reorganization • June 19th, 2020 • Tortoise Acquisition Corp. • Blank checks • Delaware
BUSINESS COMBINATION AGREEMENT AND PLAN OF REORGANIZATION by and among FUTURE HEALTH ESG CORP., EXCELERA DCE, and MACARTHUR COURT ACQUISITION CORP. Dated as of June 13, 2022Business Combination Agreement and Plan of Reorganization • June 16th, 2022 • Future Health ESG Corp. • Blank checks • Delaware
BUSINESS COMBINATION AGREEMENT AND PLAN OF REORGANIZATION, dated as of June 13, 2022 (this “Agreement”), by and among Future Health ESG Corp., a Delaware corporation (“Future Health”), MacArthur Court Acquisition Corp., a California corporation (“Seller”), which owns all of the issued and outstanding shares of common stock of Excelera DCE, a California corporation (the “Company”), and the Company.
FIRST AMENDMENT TO BUSINESS COMBINATION AGREEMENT AND PLAN OF REORGANIZATIONBusiness Combination Agreement and Plan of Reorganization • December 13th, 2021 • RedBall Acquisition Corp. • Services-miscellaneous amusement & recreation • Delaware
This FIRST AMENDMENT TO BUSINESS COMBINATION AGREEMENT AND PLAN OF REORGANIZATION (this “Amendment”) is made and entered into as of December 12, 2021, by and among REDBALL ACQUISITION CORP., a Cayman Islands exempted company, which shall domesticate as a Delaware corporation in accordance with the Business Combination Agreement (as defined below) (such entity, including after its continuation as a Delaware corporation, “Parent”), SHOWSTOP MERGER SUB I INC., a Delaware corporation and a wholly owned subsidiary of Parent (“First Merger Sub”), SHOWSTOP MERGER SUB II LLC, a Delaware limited liability company and a wholly owned subsidiary of Parent (“Second Merger Sub” and together with Parent and First Merger Sub, the “Parent Entities”), and SEATGEEK, INC., a Delaware corporation (the “Company”). Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Business Combination Agreement.
BUSINESS COMBINATION AGREEMENT AND PLAN OF REORGANIZATION by and among REDBALL ACQUISITION CORP., SHOWSTOP MERGER SUB I INC., SHOWSTOP MERGER SUB II LLC AND SEATGEEK, INC. dated as of October 13, 2021Business Combination Agreement and Plan of Reorganization • October 13th, 2021 • RedBall Acquisition Corp. • Blank checks • Delaware
FIRST AMENDMENT TO BUSINESS COMBINATION AGREEMENT AND PLAN OF REORGANIZATIONBusiness Combination Agreement and Plan of Reorganization • February 6th, 2024 • Phoenix Biotech Acquisition Corp. • Biological products, (no disgnostic substances)
This FIRST AMENDMENT TO BUSINESS COMBINATION AGREEMENT AND PLAN OF REORGANIZATION (this “Amendment”) is made and entered into as of February [•], 2024 by and among Phoenix Biotech Acquisition Corp., a Delaware corporation (“SPAC”), PBCE Merger Sub, Inc., a Delaware corporation and wholly-owned direct subsidiary of SPAC (“Merger Sub”), and CERo Therapeutics, Inc., a Delaware corporation (the “Company”). Unless otherwise specifically defined herein, all capitalized terms used but not defined herein shall have the meanings ascribed to them in the Agreement (as defined below).
AMENDMENT NO. 3 TO BUSINESS COMBINATION AGREEMENT AND PLAN OF REORGANIZATIONBusiness Combination Agreement and Plan of Reorganization • May 19th, 2021 • Apex Technology Acquisition Corp • Services-prepackaged software
This Amendment No. 3 (this “Amendment”) to the Business Combination Agreement and Plan of Reorganization, dated as of November 23, 2020, as amended by Amendment No. 1 thereto, dated as of December 30, 2020 and Amendment No. 2 thereto, dated as of March 8, 2021 (the “Business Combination Agreement”), by and among Apex Technology Acquisition Corporation, a Delaware corporation (“Apex”), Athena Technology Merger Sub, Inc., a Delaware corporation, Athena Technology Merger Sub 2, LLC, a Delaware limited liability company (“Second Merger Sub” and, together with First Merger Sub, the “Merger Subs” and each, a “Merger Sub”), and AvePoint, Inc., a Delaware corporation (the “Company”), is made and entered into as of May 18 2021 by and among Apex, the Merger Subs and the Company. Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Business Combination Agreement.
SECOND AMENDMENT TO BUSINESS COMBINATION AGREEMENT AND PLAN OF REORGANIZATIONBusiness Combination Agreement and Plan of Reorganization • March 30th, 2022 • RedBall Acquisition Corp. • Services-miscellaneous amusement & recreation • Delaware
This SECOND AMENDMENT TO BUSINESS COMBINATION AGREEMENT AND PLAN OF REORGANIZATION (this “Amendment”) is made and entered into as of March 28, 2022, by and among REDBALL ACQUISITION CORP., a Cayman Islands exempted company, which shall domesticate as a Delaware corporation in accordance with the Business Combination Agreement (as defined below) (such entity, including after its continuation as a Delaware corporation, “Parent”), SHOWSTOP MERGER SUB I INC., a Delaware corporation and a wholly owned subsidiary of Parent (“First Merger Sub”), SHOWSTOP MERGER SUB II LLC, a Delaware limited liability company and a wholly owned subsidiary of Parent (“Second Merger Sub” and together with Parent and First Merger Sub, the “Parent Entities”), and SEATGEEK, INC., a Delaware corporation (the “Company”). Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Business Combination Agreement.
AMENDMENT NO. 1 TO BUSINESS COMBINATION AGREEMENT AND PLAN OF REORGANIZATIONBusiness Combination Agreement and Plan of Reorganization • December 30th, 2020 • Apex Technology Acquisition Corp • Blank checks
This Amendment No. 1 (this “Amendment”) to the Business Combination Agreement and Plan of Reorganization, dated as of November 23, 2020 (the “Business Combination Agreement”), by and among by and among Apex Technology Acquisition Corp., a Delaware corporation (“Apex”), Athena Technology Merger Sub, Inc., a Delaware corporation, Athena Technology Merger Sub 2, LLC, a Delaware limited liability company (“Second Merger Sub” and, together with First Merger Sub, “Merger Subs” and each, a “Merger Sub”), and AvePoint, Inc., a Delaware corporation (the “Company”), is made and entered into as of December 30, 2020 by and among Apex, Merger Subs and the Company. Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Business Combination Agreement.
AMENDMENT NO. 2 TO BUSINESS COMBINATION AGREEMENT AND PLAN OF REORGANIZATIONBusiness Combination Agreement and Plan of Reorganization • March 9th, 2021 • Apex Technology Acquisition Corp • Services-prepackaged software
This Amendment No. 2 (this “Amendment”) to the Business Combination Agreement and Plan of Reorganization, dated as of November 23, 2020, as amended by Amendment No. 1 thereto, dated as of December 30, 2020 (the “Business Combination Agreement”), by and among by and among Apex Technology Acquisition Corp., a Delaware corporation (“Apex”), Athena Technology Merger Sub, Inc., a Delaware corporation, Athena Technology Merger Sub 2, LLC, a Delaware limited liability company (“Second Merger Sub” and, together with First Merger Sub, “Merger Subs” and each, a “Merger Sub”), and AvePoint, Inc., a Delaware corporation (the “Company”), is made and entered into as of March 8, 2021 by and among Apex, Merger Subs and the Company. Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Business Combination Agreement.
BUSINESS COMBINATION AGREEMENT AND PLAN OF REORGANIZATION by and among DHC ACQUISITION CORP, GLORY MERGER SUBSIDIARY CORP. and WITH PURPOSE, INC. Dated as of July 25, 2022Business Combination Agreement and Plan of Reorganization • July 25th, 2022 • DHC Acquisition Corp. • Blank checks • Delaware
registered in the name of each stockholder; provided, that such list shall not be required to contain the electronic mail address or other electronic contact information of any stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, for a period of at least ten (10) days prior to the meeting: (a) on a reasonably accessible electronic network, provided that the information required to gain access to such list is provided with the notice of the meeting, or (b) during ordinary business hours, at the principal place of business of the Corporation. If the meeting is to be held at a place, then the list shall also be produced and kept at the time and place of the meeting during the whole time thereof, and may be examined by any stockholder who is present. If the meeting is to be held solely by means of remote communication, then such list shall also be open to the examination of any stockholder during the whole time of the meeting o
BUSINESS COMBINATION AGREEMENT AND PLAN OF REORGANIZATION by and among SWITCHBACK ENERGY ACQUISITION CORPORATION, LIGHTNING MERGER SUB INC. and CHARGEPOINT, INC. Dated as of September 23, 2020Business Combination Agreement and Plan of Reorganization • September 24th, 2020 • Switchback Energy Acquisition Corp • Blank checks • Delaware
This Business Combination Agreement and Plan of Reorganization, dated as of September 23, 2020 (this “Agreement”), is entered into by and among Switchback Energy Acquisition Corporation, a Delaware corporation (“Switchback”), Lightning Merger Sub Inc., a Delaware corporation (“Merger Sub”), and ChargePoint, Inc., a Delaware corporation (the “Company”).
BUSINESS COMBINATION AGREEMENT AND PLAN OF REORGANIZATION by and among DHC ACQUISITION CORP., BEN MERGER SUBSIDIARY CORP. BRAND ENGAGEMENT NETWORK INC. and, solely with respect to Section 7.21 and Section 9.03, DHC SPONSOR, LLC Dated as of September...Business Combination Agreement and Plan of Reorganization • September 8th, 2023 • DHC Acquisition Corp. • Blank checks • Delaware
This Business Combination Agreement and Plan of Reorganization, dated as of September 7, 2023 (this “Agreement”), is entered into by and among DHC Acquisition Corp., a Cayman Islands exempted company (which shall migrate to and domesticate as a Delaware corporation prior to the Closing) (“Acquiror”), BEN Merger Subsidiary Corp., a Delaware corporation and a direct wholly owned Subsidiary of Acquiror (“Merger Sub”), Brand Engagement Network Inc., a Wyoming corporation (the “Company”), and, solely with respect to Section 7.21 and Section 9.03, DHC Sponsor, LLC, a Delaware limited liability company (the “Sponsor”). Capitalized terms used in this Agreement shall have the meanings ascribed to such terms in Article I or as defined elsewhere in this Agreement.
Amendment No. 1 to BUSINESS COMBINATION AGREEMENT AND PLAN OF REORGANIZATIONBusiness Combination Agreement and Plan of Reorganization • May 16th, 2023 • Jet Token Inc. • Services-equipment rental & leasing, nec • Delaware
This Amendment No. 1 to BUSINESS COMBINATION AGREEMENT AND PLAN OF REORGANIZATION (this “Amendment”) is made and entered into as of May 11, 2023 (the “Amendment Date”) by and among Oxbridge Acquisition Corp., a Cayman Islands exempted company (which shall domesticate as a Delaware corporation prior to the Closing) (“Acquiror”), OXAC Merger Sub I, Inc., a Delaware corporation and a direct, wholly owned subsidiary of Acquiror (“First Merger Sub”), Summerlin Aviation LLC, a Delaware limited liability company and a direct, wholly owned subsidiary of Acquiror (“Second Merger Sub” and, together with First Merger Sub, the “Merger Subs”), and Jet Token, Inc., a Delaware corporation (the “Company”). Capitalized terms used but not otherwise defined herein shall have the meanings set forth in the Agreement (as defined below).
SECOND AMENDMENT TO BUSINESS COMBINATION AGREEMENT AND PLAN OF REORGANIZATIONBusiness Combination Agreement and Plan of Reorganization • February 14th, 2024 • Phoenix Biotech Acquisition Corp. • Biological products, (no disgnostic substances)
This SECOND AMENDMENT TO BUSINESS COMBINATION AGREEMENT AND PLAN OF REORGANIZATION (this “Amendment”) is made and entered into as of February 13, 2024 by and among Phoenix Biotech Acquisition Corp., a Delaware corporation (“SPAC”), PBCE Merger Sub, Inc., a Delaware corporation and wholly-owned direct subsidiary of SPAC (“Merger Sub”), and CERo Therapeutics, Inc., a Delaware corporation (the “Company”). Unless otherwise specifically defined herein, all capitalized terms used but not defined herein shall have the meanings ascribed to them in the Agreement (as defined below).
BUSINESS COMBINATION AGREEMENT AND PLAN OF REORGANIZATION by and among DECARBONIZATION PLUS ACQUISITION CORPORATION, DCRB MERGER SUB INC., and HYZON MOTORS INC. Dated as of February 8, 2021Business Combination Agreement and Plan of Reorganization • February 9th, 2021 • Decarbonization Plus Acquisition Corp • Blank checks • Delaware
BUSINESS COMBINATION AGREEMENT AND PLAN OF REORGANIZATION, dated as of February 8, 2021 (this “Agreement”), by and among Decarbonization Plus Acquisition Corporation, a Delaware corporation (“DCRB”), DCRB Merger Sub Inc., a Delaware corporation (“Merger Sub”), and Hyzon Motors Inc., a Delaware corporation (the “Company”).
BUSINESS COMBINATION AGREEMENT AND PLAN OF REORGANIZATION by and among SPARTAN ACQUISITION CORP. III, ATHENA PUBCO B.V., ATHENA MERGER SUB, INC., MADELEINE CHARGING B.V., ALLEGO HOLDING B.V. and solely with respect to the sections specified herein, E8...Business Combination Agreement and Plan of Reorganization • July 28th, 2021 • Spartan Acquisition Corp. III • Blank checks • Delaware
This Business Combination Agreement and Plan of Reorganization, dated as of July 28, 2021 (this “Agreement”), is entered into by and among Spartan Acquisition Corp. III, a Delaware corporation (“Spartan”), Athena Pubco B.V., a Dutch private limited liability company (besloten vennootschap met beperkte aansprakelijkheid) (“NewCo”), Athena Merger Sub, Inc., a Delaware corporation (“Merger Sub”), Madeleine Charging B.V., a Dutch private limited liability company (besloten vennootschap met beperkte aansprakelijkheid) (“Madeleine Charging”), Allego Holding B.V., a Dutch private limited liability company (besloten vennootschap met beperkte aansprakelijkheid) (the “Company”) and, solely for the purposes of Article II, Section 7.08, Section 7.13, Section 7.17, Article VIII and Article X, E8 Partenaires, a French societe par actions simplifee (“E8 Investor”). Spartan, NewCo, Merger Sub, Madeleine Charging, the Company and, solely with respect to the sections of this Agreement to which it is a p
BUSINESS COMBINATION AGREEMENT AND PLAN OF REORGANIZATION BY AND AMONG PHOENIX BIOTECH ACQUISITION CORP., PBCE MERGER SUB, INC. AND CERO THERAPEUTICS, INC. DATED AS OF JUNE 4, 2023Business Combination Agreement and Plan of Reorganization • June 5th, 2023 • Phoenix Biotech Acquisition Corp. • Blank checks • Delaware
This BUSINESS COMBINATION AGREEMENT AND PLAN OF REORGANIZATION (this “Agreement”), dated as of June 4, 2023, is made by and among Phoenix Biotech Acquisition Corp., a Delaware corporation (“SPAC”), PBCE Merger Sub, Inc., a Delaware corporation (“Merger Sub”), and CERo Therapeutics, Inc., a Delaware corporation (the “Company”). SPAC, Merger Sub and the Company shall be referred to herein from time to time collectively as the “Parties” (and each a “Party”). Capitalized terms used herein have the meanings set forth in Section 1.1 and Section 1.2.
