Plastiq Inc. executed an letter of intent to acquire Colonnade Acquisition Corp. II (NYSE:CLAA) from Colonnade Sponsor II LLC and others on June 11, 2022. Plastiq Inc. entered into a definitive agreement to acquire Colonnade Acquisition Corp.

II (NYSE:CLAA) from Colonnade Sponsor II LLC and others for approximately $390 million on August 3, 2022. The combined company will have an implied estimated enterprise value of approximately $480 million at closing, based on current assumptions. Under the agreement, the Plastiq stockholders and option holders will receive an aggregate of 40 million shares of Plastiq Pubco Stock (the “ Aggregate Merger Consideration ”) in exchange for the acquisition of all of Plastiq's outstanding equity interests.

Once closed, the combined company will operate under the name Plastiq and is expected to trade under a new ticker symbol. The Plastiq management team, led by Founder and Chief Executive Officer Eliot Buchanan, will continue to lead the company. The transaction is subject to the satisfaction of various closing conditions, including approval by the shareholders of Colonnade and Plastiq, the effectiveness of a registration statement to be filed with the Securities and Exchange Commission (the “SEC”) in connection with the Business Combination, approval from the Commissioner of the Texas Department of Banking, the expiration or termination of the waiting period (or any extension thereof) applicable under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, the Plastiq Pubco Stock being eligible for continued listing on a national stock exchange, that CLAA have at least $5,000,001 of net tangible assets, a Financing Arrangement is in effect and available to the combined company and other regulatory approvals.

The Business Combination has been unanimously approved by the boards of both Plastiq and Colonnade. As of March 9, 2023, CLAA determined to cancel the extraordinary general meeting of shareholders and as a result will redeem all of its outstanding Class A ordinary shares, effective as of March 13, 2023. The deal is expected to close in the first quarter of 2023.

As a result of the deal, Plastiq is expected to add approximately $320 million to its balance sheet. Joel Rubinstein, Daniel Nussen, Sang I. Ji, Victoria Rosamond, James Kong, Rebecca Farrington, F. Paul Pittman, Cristina Brayton-Lewis and Matthew Kautz of White & Case LLP is serving as legal counsel to Colonnade in connection with the Business Combination. Justin Hamill, Ryan Maierson, Drew Capurro, Katharine Moir, Michelle Gross, Robert Blamires, Erin Murphy, Barrie VanBrackle, Katherine Rocco, Joseph Simei and Jason Morelli of Latham & Watkins LLP is serving as legal counsel to Plastiq in connection with the Business Combination.

Continental Stock Transfer & Trust Company acted as transfer agent while Morrow & Co., LLC acted as information agent with a service fee of $35,000 to Colonnade. Berkeley Research Group, LLC acted as fairness opinion provider and financial advisor to Colonnade.