United Gear & Assembly, Inc. entered into an agreement to acquire Aesther Healthcare Acquisition Corp. (NasdaqGM:AEHA) (AHAC) from Aesther Healthcare Sponsor, LLC and others for $1 billion in a reverse merger transaction on May 26, 2022. As a part of consideration, Aesther will pay $20 million in cash and 33,000,000 shares of common stock. In addition, United Gear Stockholder will also have a contingent right to receive up to an additional 65,000,000 shares of Aesther common stock, after the Closing, based on the Adjusted EBITDA of the surviving corporation in the Merger during the fiscal years ending August 31, 2023, 2024 and 2025. Upon closing of the transaction, United Gear will be a wholly-owned subsidiary of Aesther. In addition, Aesther will change its name to EVGT LTD and its common stock and warrants are expected to be listed on Nasdaq, under the symbols “EVGT” and “EVGTW,” respectively, upon closing of the transaction. United Gear will be led by United Stars chairman, Roger West, as its Executive Chairman, and Todd Romanoski as its President and Chief Executive Officer. The parties also agreed to take all necessary action, so that effective at the Closing, the entire board of directors of merged entity will consist of seven individuals. Four of the members of the Post-Closing Board will be individuals designated by United Gear prior to the Closing and three of the members of the Post-Closing Board (all of whom shall be independent directors) will be mutually designated by Aesther and United Gear. The parties also agreed to take all action necessary including causing AHAC's executive officers to resign, so that the individuals serving as the chief executive officer and chief financial officer, respectively, of AHAC immediately after the Closing will be the same individuals as that of United Gear immediately prior to the Closing.

Transaction requires the approval of both Aesther and United Gear Stockholders approval, expiration of any applicable waiting period under any antitrust laws, receipt of requisite consents from governmental authorities, receipt of specified requisite consents from other third parties, AHAC shall have net tangible assets of at least $5,000,001, Proxy Statement shall have cleared comments by the SEC, United Gear shall have entered into the Line of Credit, AHAC shall have obtained a fairness opinion, AHAC having received a customary Non-Competition Agreement and a Lock-Up Agreement executed and other conditions. The boards of directors of Aesther and United Gear approved the merger agreement. Outside date of the transaction is December 17, 2022.

Barry I. Grossman of Ellenoff Grossman & Schole LLP is serving as legal advisor to Aesther and Joseph T. Ceithaml of Barack Ferrazzano Kirschbaum & Nagelberg LLP is acting as legal advisor to United Gear. EF Hutton, division of Benchmark Investments, LLC, is serving as capital markets advisor to Aesther. Colonnade Securities LLC is acting as financial advisor to United Stars. Barry I. Grossman of Ellenoff Grossman & Schole LLP acted as legal advisor to Aesther Healthcare Sponsor, LLC. Continental Stock Transfer & Trust Company acted as transfer agent to Aesther. The Mentor Group, Inc. acted as Fairness opinion provider for Aesther Healthcare Acquisition Corp.

United Gear & Assembly, Inc. completed the acquisition of Aesther Healthcare Acquisition Corp. (NasdaqGM:AEHA) (AHAC) from Aesther Healthcare Sponsor, LLC and others in a reverse merger transaction on July 18, 2022. The merger agreement was terminated by the mutual agreement of both the parties.