Heritage Distilling Holding Company, Inc. executed letter of intent to acquire Better World Acquisition Corp. (NasdaqCM:BWAC) from a group of shareholders for approximately $110 million in a reverse merger transaction on September 13, 2022. Heritage Distilling Holding Company, Inc. entered into a business combination agreement to acquire Better World Acquisition Corp. (NasdaqCM:BWAC) from a group of shareholders for approximately $110 million in a reverse merger transaction on December 9, 2022. As merger consideration, each Heritage stockholder will receive 4.15 shares of Pubco common stock that will have an aggregate value equal to $77.5 million, subject to adjustment. In addition, Heritage stockholders have the contingent right to receive up to 3,000,000 earnout shares from Pubco as additional consideration if the applicable earnout milestones (based on net revenues and stock price) as set forth in the Agreement are achieved by Pubco. At the closing, the Sponsor will also contribute 0.5 million of its Founder Shares into an escrow account, which shares will be released based on Pubco's achievement of the earnout milestones. The combined company following the closing of the transaction, will be led by Justin Stiefel, Co-Founder and Chief Executive Officer of Heritage. The combined company common stock is expected to be listed on the Nasdaq Capital Market following the consummation of the transaction under the ticker symbol “CASK”.

The transaction is subject to the approval of the business combination Agreement and the transactions and related matters by the requisite vote of Better World's stockholders; Heritage stockholder approval; obtaining any material regulatory approvals and third-party consents; no law or order preventing or prohibiting the Transactions; either Better World (immediately prior to the Closing) or Pubco (upon the consummation of the Closing) having at least $5,000,001 in net tangible assets as of the Closing, after giving effect to the completion of the Closing Redemption and any transaction financing; appointment of the post-closing board of directors of Pubco in accordance with the Business Combination Agreement; the effectiveness of the Registration Statement; the Pubco Common Stock to be issued in connection with the Transactions having been approved for listing on Nasdaq.. The transaction has been unanimously approved by the boards of directors of both Better World and Heritage. The transaction is currently expected to close in the second quarter of 2023.

Stuart Neuhauser and Matthew A. Gray of Ellenoff Grossman & Schole LLP is serving as legal advisor to Better World. M. Ali Panjwani and Eric M. Hellige of Pryor Cashman LLP is serving as legal advisor to Heritage. Mark Zimkind of Continental Stock Transfer & Trust Company acted as transfer agent and registrar to BWAC. NOBLE Capital Markets, Inc. acted as financial advisor and fairness opinion provider to BWAC. BWAC will pay a fee of $0.15 million to NOBLE for rendering fairness opinion. BWAC engaged Advantage Proxy to assist in the solicitation of proxies for the Special Meeting for a fee of $10,000.