eLong Power Holding Limited entered into a definitive business combination agreement to acquire TMT Acquisition Corp (NasdaqGM:TMTC) from 2TM Holding LP and others for approximately $570 million in a reverse merger transaction on December 1, 2023. As a result, upon closing, eLong Power?s shareholders would receive 45,000,000 ordinary shares of the new eLong Power Inc., which, at an implied value of $10.00 per share, would represent $450 million in equity. In addition, eLong Power?s majority shareholder is entitled to receive up to 9,000,000 ordinary shares of the combined company upon the achievement of certain revenue-based milestones during calendar years 2024 and 2025. Upon the closing of the transaction, the combined company is expected to be named eLong Power Inc. and its securities are expected to be listed on the Nasdaq Stock Exchange. TMTC and eLong Power have agreed to work together to pursue commitments for a private placement of equity financings of up to $15 million.

The transaction, which has been unanimously approved by both Boards of Directors of eLong Power and TMTC, is subject to approval by the shareholders of TMTC and other customary closing conditions. The proposed business combination is expected to be completed in the first half of 2024.

The Crone Law Group P.C. is acting as U.S. legal advisor to TMTC and 2TM Holding. Ogier is acting as Cayman Island legal advisor to TMTC. Graubard Miller is acting as U.S. legal advisor to eLong Power, Harneys is acting as Cayman Island legal advisor to eLong Power and Han Kun Law Offices is acting as China legal advisor to eLong Power. Ever Talent Consultants Limited is acting as exclusive financial advisor to TMTC. Continental Stock Transfer & Trust Company acted as transfer agent to TMT Acquisition Corp in the transaction.