Thetis Bidco Limited as entered into a conditional agreement to acquire Falanx Cyber Defence and Falanx Cyber Technologies from Falanx Cyber Security Limited (AIM:FCS) for a total enterprise value of £4.2 million on November 8, 2023. The total enterprise value of £4.2 million is subject to working capital, net debt and intercompany balance adjustments, in cash. To reflect the new direction of the Company, the Board is proposing to change the name of the Company to Cloudified Holdings Limited. If Resolution of shareholders not passed the Disposal Agreement will terminate and the Company will be liable to pay £0.25 million to Thetis Bidco as liquidated damages to cover, inter alia, some of its deal costs. On completion of the Disposal, Mike Read, Rick Flood, William Kilmer and Emma Shaw will all resign as Directors of the Company. Their employment contracts will be terminated with settlement agreements, and each of them will be paid out. The Continuing Directors will continue as directors to focus on the Company's future strategy on reduced remuneration. The Disposal Agreement is conditional upon shareholder approval (by way of passing Resolution 1 to be proposed at the General Meeting) with completion expected to occur within approximately 14 days from the passing of Resolution 1, contains the usual buyer protections for this type of transaction, such as warranties with such warranties being insured by warranty and indemnity insurance with the Company's liability being capped at £1, contains other customary and commercially negotiated terms agreed between the parties in relation to the Disposal. The Directors unanimously recommend Shareholders to vote in favour of the Resolutions, as they irrevocably committed to do in respect of their shareholdings amounting in aggregate to 279,644 Ordinary Shares representing 5.3 per cent. of the Company's total voting rights. As on November 27, 2023, the transaction was approved at the General Meeting The deal is expected to take place in early December 2023. Mike Coeo of WH Ireland Limited acted as Financial advisor to Falanx Cyber Security Limited in transaction. The Company will use the proceeds of the deal to settle liabilities and effectively close the operational side of the remaining business.

Thetis Bidco Limited completed the acquisition of Falanx Cyber Defence and Falanx Cyber Technologies from Falanx Cyber Security Limited (AIM:FCS) on December 12, 2023.