TMT Acquisition Corp amends merger with eLong Power; $450M valuation unchanged, new direct merger structure

TMT Acquisition Corp.

A&R Merger Agreement restructures deal as a direct merger of Merger Sub into SPAC; eLong Power survives as parent.
Company valuation $450M; reverse split yields 45M ordinary shares (39.4M Class A, 5.6M Class B).
Majority shareholder eligible for up to 9M earnout shares based on 2024-2025 revenue milestones.
SPAC to pursue up to $15M PIPE; closing requires CSRC filing, NASDAQ listing, and net tangible assets ≥$5M.
Drop-dead date June 30, 2024; lock-up of 6 months post-close with early-release price condition of $12/share.

Key facts

Extracted from this filing and checked against the source text.

Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

TMT Acquisition Corp. entered into Amended and Restated Agreement and Plan of Merger with eLong Power Holding Limited, ELong Power Inc. (effective 2024-02-29).

Action: entry
Agreement: merger
Counterparty: eLong Power Holding Limited, ELong Power Inc.
Effective: 2024-02-29

Exact text from the filing

On February 29, 2024, TMT Acquisition Corp (the “ SPAC ”) entered into an Amended and Restated Agreement and Plan of Merger (the “ A&R Merger Agreement ”), by and among the SPAC, eLong Power Holding Limited, a Cayman Islands exempted company (the “ Company ”), and ELong Power Inc., a Cayman Islands exempted company and a wholly-owned subsidiary of the Company (“ Merger Sub ”).

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Source: SEC EDGAR

accession 0001493152-24-008372

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