Ethereal Tech PTE. Ltd (BitFuFu) entered into a letter of intent to acquire Arisz Acquisition Corp. from a group of shareholders in a reverse merger transaction on December 27, 2021. Ethereal Tech PTE. Ltd (BitFuFu) entered into a definitive business combination agreement to acquire Arisz Acquisition Corp. from a group of shareholders for $1.5 billion in a reverse merger transaction on January 21, 2022. In consideration of the merger, Arisz will issue 150,000,000 ordinary shares with a deemed price per share $10.00 to the shareholders of Ethereal Tech PTE. Ltd. The aggregate stock consideration consists of 7,500,000 Class A ordinary shares and 142,500,000 Class B ordinary shares of Arisz. 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. On November 7, 2022, Arisz received notice from Arisz Investment LLC, that it was extending the time available to Arisz to consummate its initial business combination from November 22, 2022, to February 22, 2023. On February 7, 2023, Arisz received notice from Arisz Investment LLC, that it was extending the time available to Arisz to consummate its initial business combination from February 22, 2023, to May 22, 2023. On May 15, 2023, Arisz received notice from its sponsor, Arisz Investment LLC, that it was extending the time available to Arisz to consummate its initial business combination from May 22, 2023 to June 22, 2023. On June 15, 2023, Arisz received notice from its sponsor, Arisz Investment LLC, that it was extending the time available to Arisz to consummate its initial business combination from June 22, 2023 to July 22, 2023, which is the second of up to nine one-month extensions permitted. 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. As of July 20, 2023, Arisz extended the period of time the Company has to complete a business combination for an additional one (1) month period, from July 22, 2023 to August 22, 2023. As of August 21, 2023, Arisz extended the period of time the company has to complete a business combination for an additional one month period, from August 22, 2023 to September 22, 2023. On September 13, 2023, Arisz extended the period of time the company has to complete a business combination from September 22, 2023 to October 22, 2023. On October 16, 2023, the period of time Arisz has to complete a business combination was extended from October 22, 2023 to November 22, 2023. On October 19, 2023, the Arisz Investment deposited $120,000 into the Trust Account, on behalf of Arisz Acquisition. As of November 20, 2023, Arisz announced today that Arisz Investments LLC, the Company's initial public offering sponsor, has timely deposited into the Arisz's trust account, an aggregate of $0.12 million, in order to extend the period of time the Arisz has to complete a business combination for an additional one month period, from November 22, 2023 to December 22, 2023. As of December 19, 2023, Arisz has timely deposited into the Arisz's trust account, an aggregate of $0.12 million in order to further extend the deadline to complete the business combination to January 22, 2024. As of January 18, 2024, Arisz has deposited into the Arisz's trust account, an aggregate of $0.12 million in order to further extend the deadline to complete the business combination to February 22, 2024. As of February 16, 2024, Arisz has deposited into the Arisz's trust account, an aggregate of $0.12 million in order to further extend the deadline to complete the business combination to March 22, 2024.

Chardan is acting as financial advisor to ARIZ. Dan Ouyang, Myra A. Sutanto Shen, J. Todd Hahn 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. Advantage Proxy, Inc. acted as proxy solicitor to Arisz. Arisz has agreed to pay Advantage a fee of up to $8,500 plus disbursements. Continental Stock Transfer & Trust Company acted as transfer agent to Arisz. Loeb & Loeb LLP and Chardan Capital Markets, LLC acted as due diligence advisors to Arisz. Arisz will be obligated to pay Chardan a fee of $22.5 million payable in cash or stock at the option of the combined company. Aqua Pursuit International Limited acted as financial advisor to BitFuFu.

Ethereal Tech PTE. Ltd (BitFuFu) completed the acquisition of Arisz Acquisition Corp. from a group of shareholders in a reverse merger transaction on February 29, 2024.