Final Bell Holdings International Ltd. entered into a definitive agreement and plan of merger to acquire 42% of 14th Round Inc on January 17, 2022. The Agreement, in conjunction with the previously announced business combination between the Company and Final Bell Holdings, Inc., will complete a rollup of 14R through a merger with FB Mergco, such that 14R will become a wholly-owned subsidiary of the Company. Approximately 58% of the outstanding share capital of 14R is indirectly held by Final Bell, which the Company will acquire upon closing of the Business Combination, with the remaining 42% to be acquired by the Company on closing of the Agreement. The aggregate purchase price for 14R is equal to the lesser of $350 million. The transactions under the Agreement are subject to customary conditions, including, among other things, the listing of the Company's shares on the Canadian Securities Exchange, approval by the Company's shareholders of the reclassification of the Company's common shares into subordinate voting shares and the creation of a new class of PV Shares, approval of the 14R shareholders, and the 14R shareholders entering into lock-up agreements in respect of the PV Shares issuable at closing. Further details of the Agreement and the business and operations of 14R will be included in a listing statement to be prepared and filed with the CSE by the Company. Closing of the transaction is currently expected to occur in the first half of 2022. In August 2022, the Merger Agreement was amended to provide for a new aggregate purchase price of the Company and to eliminate the requirement to complete a listing on the CSE. In November 2022, a majority of shareholders of the Company consented to the Merger Agreement. The Company anticipates that the Merger Agreement will be completed by November 30, 2022.

Final Bell Holdings International Ltd. completed the acquisition of 42% of 14th Round Inc on November 30, 2022. Shareholders of 14R received Class B Proportionate Voting Shares of the Final Bell Holdings International Ltd. ("PVShares") upon closing of the Business Combination. The shareholder and board of directors approved the transaction. Sangra Moller LLP acted as legal advisor to Final Bell Holdings International Ltd. Concurrently, the Company completed a series of transactions (collectively the "Business Combination") pursuant to which it acquired the group of companies known as the Final Bell Group, including Final Bell Holdings, Inc., a Delaware corporation ("FBH"), Final Bell Canada Inc., an Ontario corporation ("FB Canada"), and their respective subsidiaries and managed entities.