BitFuFu entered into a definitive business combination agreement to acquire Arisz Acquisition Corp. (NasdaqGM:ARIZ) for $1.5 billion in a reverse merger transaction on January 21, 2022. As per the terms of the transaction, BitFuFu will issue 150 million ordinary shares with a deemed price per share of $10 to the shareholders of the Company. The transaction values the Company at a pro forma enterprise value of approximately $1.5 billion. The Transaction is expected to provide more than $129 million in net cash proceeds to BitFuFu at closing, after transaction expenses and assuming no redemptions of shares by ARIZ's existing public stockholders. As a part of acquisition, 100% of the BitFuFu founding shareholders are subject to a 6-month lock-up. Existing BitFuFu stockholders are retaining 100% of their equity in the combined company also BitFuFu management and shareholders will collectively own 90% at the closing of the merger. The business combination will result in BitFuFu becoming a publicly listed company on NASDAQ under an anticipated ticker symbol "FUFU" and The combined company is expected to be renamed BitFuFu Inc. BitFuFu shall pay a termination fee of $3 million and Arisz shall pay $4.5 million. As of October 14, 2022, Arisz Acquisition shall pay BitFuFu a breakup fee of $5,000,000 and BitFuFu shall pay Arisz Acquisition a breakup fee equal to $4,000,000. BitFuFu's management team, led by its founder Leo Lu, will continue to run the Company after the transaction and the board of BitFuFu will consist of at least 5 directors.

The transaction is subject to, among other things, regulatory approval, the approval by BitFuFu's and ARIZ's stockholders of the proposed merger and satisfaction or waiver of other customary closing conditions. The BitFuFu and ARIZ Boards of Directors have unanimously approved the proposed merger. The transaction is expected to be completed no later than July 31, 2022. The proceeds from the Transaction are expected to fund mining equipment purchases and infrastructure build-out as the Company expands its leadership position in the industry. Chardan is acting as M&A and Capital Markets advisor to ARIZ. Dan Ouyang and Ke Li of Wilson Sonsini Goodrich & Rosati and Harney Westwood & Riegels are acting as legal counsels to BitFuFu. Mitchell Nussbaum of Loeb & Loeb LLP is acting as a legal counsel to ARIZ.