Tudatong (02665): Completion of mergers and acquisitions of special purpose acquisition companies

According to the Zhitong Finance App, Tudatong (02665) announced that since the delivery conditions under the business merger agreement (further added on September 25, 2025 and November 6, 2025) have been met, the delivery was completed at 9:00 a.m. (Hong Kong time) (effective time) on December 10, 2025.

The TechStar merger plan has been signed and filed with the Cayman Registrar, and a certificate of consolidation was issued by the Cayman Registrar on December 10, 2025. According to the merger, Merger Sub and TechStar completed the merger at the effective time. Thereafter, Merger Sub will no longer exist independently, and TechStar will continue to be a surviving entity and a direct wholly-owned subsidiary of the successor company. All property, rights, privileges, agreements, liabilities, duties and obligations of Merger Sub and TechStar will become the property, rights, privileges, agreements, powers, and franchises, debts, liabilities, duties and obligations of the surviving entity TechStar. Merger Sub is the only common stock that has been issued and is currently in circulation, and has been automatically converted into a common share with a face value of $0.01 issued by the surviving entity TechStar in the name of the successor company.

At the time of entry into force:

(a) According to the business merger agreement: Each preferred share of the target company that has been issued and in circulation immediately before the effective time (other than the preferred shares of the target company designated as Series A preferred stock) is converted to common stock of the target company on a 1:1 basis according to the target company rules; and each target company preferred share designated as Series A preferred stock issued and in circulation immediately before the effective time is converted to common stock of the target company according to the target company rules (conversion of target company shares);

The target company allocates and issues the relevant number of shares of the target company in full in the target company's shareholder register at face value immediately before the effective time and after completing the conversion of the target company's shares. The method is to capitalize all or any part of the amount (capitalized issuance) of the target company's share premium account at the time of capitalization, so that the target company's share capital immediately after capitalization (based on shares in circulation) will include 1.17 billion shares of the target company's common shares;

Each share option of the target company and the restricted share unit of the target company that has not been exercised as of the effective time of the capitalized issuance will automatically and without any action taken by any holder or beneficiary of the target company's restricted share unit, continue to be subject to substantially the same terms and conditions applicable immediately before the capitalized issuance takes effect, except for the proportional adjustments required as a result of the capitalized issuance;

(b) Issuance of 55.13 million shares of the successor company to PIPE investors in accordance with the PIPE investment agreement;

(c) Issuance of 11.655 million shares of the successor company to non-redeemable TechStar shareholders in accordance with the business merger agreement;

(d) Issuing 25 million shares of the successor company to the sponsor in accordance with the terms of the business merger agreement;

(e) Issuance of 28.6721 million shares of the successor company to Nio Nextev Limited in accordance with an authorized share subscription agreement in the form of which the Company, TechStar and Nio Nextev Limited have entered into essentially the same format as the PIPE Investment Agreement;

(f) Issuance of 8.4095 million shares of the successor company to the undertaker under authorized equity financing in accordance with the placement agreement;

(g) Issuance of 5.5 million succession company listing warrants to TechStar warrant holders in accordance with the terms and conditions set out in the successor company listing warrant documents in accordance with the business merger agreement; and

(h) In accordance with the business merger agreement, 40 million copies of the successor company's sponsor's certificate were issued to the sponsor in accordance with the terms and conditions set out in the successor company's sponsor certificate agreement.

Following the completion of the settlement, trading of the shares of the successor company and the listing warrants of the successor company began at 9:00 a.m. on December 10, 2025 (Wednesday) on the main board of the Stock Exchange. The shares of the successor company are traded at 500 shares per lot. The stock code is 2665, the English abbreviation is “SEYOND”, and the Chinese abbreviation is “Tudatong”. The successor company's listing warrants are traded at 11,000 copies per lot. The license code is 2673, the English abbreviation is “SEYOND W30”, and the Chinese abbreviation is “Tudatong 300”.