TMT Acquisition enters merger agreement with eLong Power

TMT Acquisition Corpand eLong Power Holding announced that they have entered into a definitive business combination agreement, dated December 1, 2023, that will result in eLong Power becoming a publicly traded company. Huizhou Yipeng Energy Technology Co., is the operating entity of eLong Power. Upon the closing of the transaction, the combined company is expected to be named eLong Power Inc. and its securities are expected to be listed on the Nasdaq Stock Exchange. The transaction has been approved by the Board of Directors of both companies and is expected to close in the first half of 2024. The Company, founded in 2014, develops disruptive battery technologies for commercial and specialty vehicles as well as energy storage systems, with research and development and production capabilities that span multiple battery cell chemistries, modules and packs. The Company’s lower-cost, high power and fast-charging batteries are designed specifically for commercial electric vehicles and large-scale energy storage system. The Company’s battery solutions are powered by its broad, proprietary intellectual property portfolio, which is fully owned and protected by numerous patents and other intellectual properties. Due to its highly differentiated, vertically integrated R&D and industrialization system, the Company believes it delivers faster product development, tighter cost control and greater customization to its customers than does its competitors. As a result, the Company is supported by marquee strategic partnerships with industry leaders. The business combination transaction with TMTC is expected to provide the Company with access to the U.S. public equity markets and thereby accelerate its business expansion and position the Company to explore additional growth and value creating opportunities. Pursuant to the proposed business combination agreement, a subsidiary of TMTC will be merged with and into eLong Power, the result of which eLong Power will become a wholly-owned subsidiary of TMTC, with the newly combined publicly traded company to be named eLong Power Inc. In the transaction, all shares of eLong Power would be converted into ordinary shares of the newly combined entity. As a result, upon closing, eLong Power’s shareholders would receive 45,000,000 ordinary shares of the new eLong Power Inc., which, at an implied value of $10.00 per share, would represent $450 million in equity. In addition, eLong Power’s majority shareholder is entitled to receive up to 9,000,000 ordinary shares of the combined company upon the achievement of certain revenue-based milestones during calendar years 2024 and 2025. At closing, any cash remaining in TMTC’s trust account will be contributed to eLong Power to support ongoing operations and planned business expansion efforts. References to available cash from the TMTC trust account and retained transaction proceeds are subject to any redemption by the public shareholders of TMTC ordinary shares and payment of transaction fees and expenses. TMTC and eLong Power have agreed to work together to pursue commitments for a private placement of equity financings of up to $15 million. The transaction, which has been unanimously approved by both Boards of Directors of eLong Power and TMTC, is subject to approval by the shareholders of TMTC and other customary closing conditions. The proposed business combination is expected to be completed in the first half of 2024.