The Proposed Business Combination is expected to deliver gross cash proceeds to EEW of approximately $25 million, through a combination of SPAC Trust proceeds and additional funding from one or more financing agreements with investors expected to be executed prior to the closing of the Proposed Business Combination.

Under the terms of the Business Combination Agreement, EEW's existing shareholders will convert 100% of their equity ownership into the combined company and are expected to own approximately 79% of the post-combination company upon consummation of the Proposed Business Combination, inclusive of the additional earnout consideration and any third-party financing arrangements.

The Proposed Business Combination is expected to be completed in the first quarter of 2025, subject to customary closing conditions, including regulatory and CDAQ stockholder approvals. The combined public company is expected to list its common stock and warrants to purchase common stock on Nasdaq, subject to approval of its listing application. The Proposed Business Combination has been unanimously approved by the Board of Directors of both EEW and CDAQ.