EPIC Acquisition : 2 January 2024 – Shareholder Circular

EPIC ACQUISITION CORP

An exempted company incorporated with limited liability under the laws of the Cayman Islands

Shareholder Circular relating to the proposed extension of the Business Combination Deadline

including

Notice of extraordinary general meeting of Shareholders of EPIC Acquisition Corp

This document is a circular and a notice (this Circular) relating to the proposal by EPIC Acquisition Corp (the Company or EAC) to extend the final business combination deadline approved at the extraordinary general meeting of the Company on 21 April 2023 (the 2023 EGM) (the Current Business Combination Deadline, being 25 January 2024). It is envisaged, without any obligation on the Company, that the Current Business Combination Deadline may be further extended (the Further Extension) with the approval of the holders of the Company's shares (each a Shareholder) and subject to EAC Sponsor Limited (the Sponsor) paying additional funds into the Escrow Account (as defined below) in respect of the Further Extension.

The Company proposes to extend the Current Business Combination Deadline on the terms and conditions set out in this Circular, whereby the Company will have until 30 April 2024 to complete a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganisation or similar business combination with a single business (a Business Combination) (the Business Combination Deadline).

In connection with the Further Extension, the Sponsor has undertaken to pay into the Escrow Account an amount equal to €0.032 in relation to each Public Share (as defined below) which remains outstanding after the Pre-Extension Share Redemption (as defined below) (each a Remaining Public Share), with such amount for all Remaining Public Shares not exceeding an aggregate amount equal to €16,068 (the Further Extension Payment). The Further Extension Payment represents a continuation at the same rate of the Extension Payments approved at the 2023 EGM, being €0.01 per Remaining Public Share per month, pro-rated for the period of the Further Extension.

It is further proposed that: between 2 January 2024, 21:00 CET, and 22 January 2024, 15:00 CET (the Pre-ExtensionRedemption Period), in accordance with the Articles (as defined below), holders of Class A Ordinary Shares (the Shareholders) will be able to offer their Class A Ordinary Shares for redemption, provided however that such Class A Ordinary Shares will only be redeemed under this arrangement if Shareholders approve the Further Extension Proposal (as defined below) at the EGM (as defined below) and the Board Non-Extension Decision (as defined below) lapses without having been taken. The Shareholders will be entitled to redeem all or a portion of their Class A Ordinary Shares under section 162(b) of the Company's current memorandum and articles of association (the Current Articles) for the gross redemption price which is anticipated to be approximately €10.85 per Public Share.

The proposed amendments to the Articles, reflecting (i) the Further Extension and the Board Non-Extension Decision (together, the Further Extension Structure) and (ii) the removal of provisions that are no longer operative and therefore are not required going forward, are subject to the approval of the Shareholders, as set out in the Notice (such amendments, the Article Amendments, and together with the inter-linked steps comprising the Further Extension Structure, the Further Extension Proposal).

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Subject to the requisite shareholder approval of the Further Extension Proposal at the EGM, the Overfunding Redemption (as defined below) would enable the Sponsor to elect to redeem such number of Units corresponding to all or part of the remaining Unused Overfunding Amount divided by €10.00 (each an Unused Overfunding Unit) immediately following the completion of the Pre-Extension Share Redemption. In the event that the Sponsor does not make such an election, the Sponsor will continue to hold any portion of remaining Unused Overfunding Units not redeemed and the Company shall be entitled to keep the remaining Unused Overfunding Amount for the Company's discretionary use. Subject to the requisite shareholder approval of the Further Extension Proposal, the Sponsor has undertaken not to make such election, and subject to receipt of such undertaking from the Sponsor, as at the date of this Circular, the Board has exercised its discretion not to keep, and to apply the remaining Unused Overfunding Amount not otherwise redeemed by the Sponsor immediately following the completion of the Pre-Extension Share Redemption in whole or in part for the Further Extension Payment to be made by the Sponsor in relation to the Further Extension. Any remaining portion of the Further Extension Payment outstanding after the application of the remaining Unused Overfunding Amount will be satisfied by either (i) any remaining Affiliate Interest or Overfunding Interest; or (ii) the Sponsor making the relevant payment of such outstanding amount directly into the Escrow Account. Subsequent to the approval of the Extension Proposal at the 2023 EGM and the application of the Unused Overfunding Amount to the Initial Extension Payment and Subsequent Extension Payments (as defined in the 2023 Circular), the remaining Unused Overfunding Amount is €292,169 (as at the date of this Circular).

At the time of the IPO, an aggregate of 411,613 Class A Ordinary Shares underlying the Units that were issued to, and purchased by, the Sponsor (i) in case of a liquidation of the Company after the expiry of the Current Business Combination Deadline or in case of redemptions of Class A Ordinary Shares in the context of a Business Combination (as the case may be) and (ii) to cover any Negative Interest (as defined below) (collectively, the Overfunding Class A Shares).

The holders of Class A Ordinary Shares (excluding the Overfunding Class A Shares and the Affiliates' Shares) (the Public Shareholders) hold an aggregate of 502,124 Class A Ordinary Shares (the Public Shares), representing an amount in the Escrow Account equal to €5,021,240 (the Public Shareholders' Purchase Price) excluding any accrued positive interest. The Sponsor Affiliates hold 1,318,041 Class A Ordinary Shares in aggregate which were issued to, and purchased by, the Sponsor Affiliates at the time of the IPO (the Affiliates' Shares), representing an amount in the Escrow Account equal to €13,180,410 (the Affiliates' Purchase Price) excluding any accrued positive interest.

As at the date of this Circular, neither the Sponsor nor the Sponsor Affiliates hold any Public Shares.

For the avoidance of doubt, a Class A Ordinary Shareholder can vote its Class A Ordinary Shares at the EGM irrespective of whether or not it has elected to exercise its rights to have their Class A Ordinary Shares redeemed under section 162(b) of the Current Articles, and further, the redemption of the Class A Ordinary Shares held by a Class A Ordinary Shareholder does not trigger the redemption of the Warrants held by such Shareholder (if any).

This Circular is not a prospectus for the purposes of Regulation (EU) No. 2017/1129 of the European Parliament and of the Council of 14 June 2017, as amended and thus has not been approved by, or filed with, the Netherlands Authority for the Financial Markets (Stichting Autoriteit Financiële Markten) (the AFM). This Circular does not constitute or form part of any offer or invitation to purchase, otherwise acquire or subscribe for, or any solicitation of any offer to purchase, otherwise acquire or subscribe for, any security.

The notice of the Company's extraordinary general meeting of the Shareholders, which will be held at the offices of Walkers (Cayman) LLP, 190 Elgin Avenue, George Town, Grand Cayman KY1-9001, Cayman Islands on 24 January 2024 (the EGM), is set out in section 3 of this document

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(the Notice), and the explanatory notes to the agenda are set out in section 4 of this document. The agenda and explanatory notes thereto constitute an integral part of this Notice.

This Circular, including the Notice, is published electronically and in English only.

This Circular is dated 2 January 2024

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	TABLE OF CONTENTS
1.	Expected Timetable of Principal Events	5
2.	Letter to Shareholders	6
3.	Notice of and Agenda for Extraordinary General Meeting	8
4.	Explanatory Notes to the Agenda for the Extraordinary General Meeting	11
5.	The Extension Proposal	13
6.	Other Important Information	19
7.	Defined Terms	21

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1. EXPECTED TIMETABLE OF PRINCIPAL EVENTS

Event			Date (Time)
Redemption acceptance period (Pre-Extension Redemption Period)	2	January 2024 at 21:00 CET
starts
Record Date for voting	3	January 2024 at 18:00 CET
Registration Period starts	4	January 2024 at 00:00 CET
Redemption period (Pre-Extension Redemption Period) ends	22	January 2024 at 15:00 CET
Registration Period ends	22	January 2024 at 18:00 CET
Deadline for Shareholders and Intermediaries to submit voting	22	January 2024 at 18:00 CET
instructions via the online portal hosted by ABN AMRO*
Deadline for Registered Shareholders to submit proxies and voting		24 January 2024 at 9:00 CET
instructions to the Company*
Deadline for Registered Shareholders to submit in-person vote at EGM	24	January 2024 at 14:00 CET
EGM	24	January 2024 at 14:00 CET
Deadline for Board to take Board Non-Extension Decision	24	January 2024 at 17:00 CET
Redemption of Class A Ordinary Shares under section 162(b) of the			25 January 2024
Company's Current Articles and payment of consideration for
redeemed Class A Ordinary Shares**

*Please see section Voting Instructions for more information, including for Shareholders who hold Class A Ordinary Shares through Intermediaries.

**Provided that Shareholders approve the Further Extension Proposal at the EGM and the Board Non-Extension Decision lapses without having been taken by the Board.

The dates and times given are based on the Company's current expectations and may be subject to change. Any revised dates and/or times will be notified to the Shareholders, by way of a press release published on the Company's website (www.epicacquisitioncorp.com).

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2. LETTER TO SHAREHOLDERS

Dear Shareholder,

On behalf of the Company, we are pleased to invite you to the EGM which is to be held at the offices of Walkers (Cayman) LLP, 190 Elgin Avenue, George Town, Grand Cayman KY1-9001, Cayman Islands on 24 January 2024 at 14:00 CET and to provide you with this Circular.

The purpose of this Circular is to ensure that the Shareholders are adequately informed of the facts and circumstances relevant to the proposals on the agenda for the EGM. This should enable the Shareholders (to the extent they have voting rights in the extraordinary general meeting) to vote on the proposed resolution to approve the Further Extension Proposal.

This Circular provides detailed information on the Further Extension Proposal which is comprised of the following inter-linked proposed steps: the Further Extension Structure (comprised of the Further Extension and the Board Non-Extension Decision) and the amendments to the Articles of Association to effect the foregoing, as well as the removal of provisions that are no longer operative and therefore are not required going forward (the proposed amendments are attached hereto as Annex I).

The Further Extension Proposal follows the Extension Proposal (as defined in the 2023 Circular) which was approved at the 2023 EGM and which gave the Company until 25 January 2024 to complete a Business Combination upon all extension rights of the Board having been exercised. Since then, the Company has identified and engaged with a number of potential targets for a Business Combination, and at the date of this Circular remains in active discussions with multiple potential targets. The Board has not yet entered into definitive terms for a Business Combination with a target company, but we remain optimistic and are of the opinion that it would be in the best interests of Shareholders to extend the Current Business Combination Deadline so that we may continue our on-going discussions with potential targets.

The Company proposes the approval of the Further Extension to extend the Current Business Combination Deadline so that the Company will have until 30 April 2024 to complete a Business Combination.

Whilst we remain optimistic and believe that an extension of the Business Combination Deadline is in the best interests of Shareholders, we recognise that certain Shareholders may wish to redeem their Class A Ordinary Shares at the Current Business Combination Deadline. We are therefore offering Class A Ordinary Shareholders the opportunity to redeem their Class A Ordinary Shares under section 162(b) of the Current Articles.

For the avoidance of doubt, a Class A Ordinary Shareholder can vote its Class A Ordinary Shares at the EGM irrespective of whether or not it has elected to exercise its rights to have their Class A Ordinary Shares redeemed under section 162(b) of the Current Articles, and further, the redemption of the Class A Ordinary Shares held by a Class A Ordinary Shareholder does not trigger the redemption of the Warrants held by such Public Shareholder (if any).

Public Shareholders who do not elect to redeem their Class A Ordinary Shares at the Current Business Combination Deadline will receive an amount in respect of any future redemption in accordance with the relevant section of the Current Articles (depending on the future redemption circumstances), which will include the amount they would have received as at the Current Business Combination Deadline had they exercised the right to redeem under section plus the Further Extension Payment being €0.032 per Remaining Public Share plus any positive interest accrued on the purchase price of each Remaining Public Share in the period between the Current Business Combination Deadline and a future redemption. The Sponsor has undertaken to pay such additional amount pursuant to the Further

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Extension Payment into the Escrow Account in recognition of the continued support of those Public Shareholders.

For purposes of increasing the redemption amount of any Class A Ordinary Shares following the Current Business Combination Deadline pursuant to section 162(b) of the Current Articles, the Company (at the Board's discretion and subject to the requisite shareholder approval of the Further Extension Proposal) may apply such amount not otherwise redeemed by the Sponsor in accordance with the Overfunding Redemption to satisfy the Further Extension Payment. Subject to the requisite shareholder approval of the Further Extension Proposal and the Company having received an undertaking from the Sponsor not to exercise its redemption right, the Board has exercised its discretion not to keep, and to apply the remaining Unused Overfunding Amount not otherwise redeemed by the Sponsor immediately following the completion of the Pre-Extension Share Redemption in whole or in part for the Further Extension Payment. Any remaining portion of the Further Extension Payment outstanding in respect of an Extension will be satisfied by either (i) any remaining Affiliate Interest or Overfunding Interest; or (ii) the Sponsor making the relevant payment of such outstanding amount directly into the Escrow Account.

The Sponsor has delivered an undertaking to the Company that it will vote for the Further Extension Proposal and will not make an election to redeem the Class A Ordinary Shares it holds.

We encourage you to read this Circular and the additional documentation referred to in it carefully. We hope you will agree with the recommendation of the Board to implement the Further Extension and the Article Amendments by approving the Further Extension Proposal.

We value and thank you for your continued support and look forward to welcoming you to our EGM on 24 January 2024.

Yours sincerely,

The Board

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3. NOTICE OF AND AGENDA FOR EXTRAORDINARY GENERAL MEETING

The EGM will be held at the offices of Walkers (Cayman) LLP, 190 Elgin Avenue, George Town, Grand Cayman KY1-9001, Cayman Islands on 24 January 2024 at 14:00 CET.

The Board has decided that this Circular, including the Notice, shall only be communicated to the Shareholders electronically.

3.1 AGENDA

1. Opening.
2. Proposal to approve and resolve, by special resolution as a single voting item, the Further Extension Proposal, comprised of the following inter-linked steps:
3. 1. the Further Extension and the Board Non-Extension Decision; and
   2. the Article Amendments (attached hereto as Annex I) to implement item (a) and remove provisions that are no longer operative (and therefore are not required going forward).
4. If put forth, proposal to approve and resolve, by ordinary resolution, the Adjournment Proposal (as defined below).
5. Meeting closed.

The above matters are more fully described in this Circular. We urge you to carefully read this Circular in its entirety. Furthermore, it is noted that, to the extent necessary, it will be at the discretion of the Board to withdraw one or more proposals from the agenda in order to facilitate the adoption of the other proposals.

When you consider the Board's recommendation of these proposals, you should keep in mind that the members of the Board have interests in the Further Extension Proposal that may conflict with your interests as a Shareholder.

3.2 PROPOSED RESOLUTIONS Agenda Item 2 | Further Extension Proposal

It is resolved, by special resolution that:

1. the Further Extension and the Board Non-Extension Decision be and hereby are approved; and
2. with effect from 17:01 CET on 24 January 2024, the existing Memorandum and Articles of Association of the Company (i) be and are hereby amended to give effect to the Further Extension, and to remove provisions that are no longer operative (and therefore are not required going forward); and

1. be and are hereby replaced in their entirety with a new Memorandum and Articles of Association, a copy of which is annexed hereto (the New Articles);

provided that if the Directors of the Company (acting in their sole discretion) consider and determine that the number of Class A Ordinary Shares tendered for redemption under section 162(b) of the Company's existing Memorandum and Articles of Association are so large that the Company would be left without sufficient funds in the Escrow Account as to be meaningful and reasonably adequate for purposes of a Business Combination or other circumstances exist such that a Business Combination cannot be achieved (the Condition), the Directors shall record such decision by way of resolutions

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(with reference to these resolutions) and the adoption of the New Articles as approved by the Shareholders shall be deemed void for failure to satisfy the Condition.

Agenda Item 3 | Adjournment Proposal

It is resolved, by ordinary resolution that the adjournment of the extraordinary general meeting to a time and place to be confirmed by the Chairman of the extraordinary general meeting be approved.

3.3 RECORD DATE

The record date for the EGM is 3 January 2024 at 18:00 CET, after processing of all settlements on that date (the Record Date).

Each Shareholder who holds their Class A Ordinary Shares through Euroclear Nederland (a Beneficial Shareholder) will be entitled to attend and vote at the EGM, provided such Beneficial Shareholder is registered as a Shareholder on the Record Date by the administrators of the banks and brokers which are intermediaries (intermediairs) of Euroclear Nederland within the meaning of the Dutch Securities Giro Transfer Act (Wet giraal effectenverkeer) (each such bank or broker an Intermediary).

Legal title holders of Class A Ordinary Shares and/or Class B Ordinary Shares (each a Registered Shareholder) will be entitled to attend and vote at the EGM if they are listed on one or more of the register(s) of members maintained by Company on the Record Date.

3.4 REGISTRATION FOR THE EGM

The registration period starts on 4 January 2024 at 00:00 CET and ends on 22 January 2024 at 18:00 CET (the Registration Period).

A Beneficial Shareholder at the Record Date who wishes to attend the EGM must follow the specific instructions received from the applicable Intermediary as to how they may register in order to attend the EGM which will either be to register via (i) ABN AMRO at www.abnamro.com/evotingor (ii) the applicable Intermediary. Beneficial Shareholders must complete the registration process by the date and time specified by the applicable Intermediary, and in any event, no later than the end of the Registration Period.

In accordance with the instructions received from the applicable Intermediary, each Beneficial Shareholder must provide directly to ABN AMRO, or ensure that the Intermediary can provide to ABN AMRO on its behalf, the full address details, email address, securities account number (if applicable) and mobile phone number of the relevant ultimate beneficial owner of the Class A Ordinary Shares. Such information must be provided to ABN AMRO in order for them to verify such Beneficial Shareholder's interest at the Record Date and provide proof of registration for access to the EGM.

In respect of any Beneficial Shareholders for which an Intermediary receives registration requests to attend the EGM, the Intermediaries must provide an electronic statement to ABN AMRO via www.abnamro.com/intermediarystating the number of Class A Ordinary Shares held through Euroclear Nederland at the Record Date by each relevant Beneficial Shareholder and the number of such Class A Ordinary Shares which have been registered to attend the EGM no later than 18:00 CET on 22 January 2024.

In accordance with the policies of the applicable Intermediary, Beneficial Shareholders who have registered to attend the EGM will receive proof of registration directly from ABN AMRO or via the applicable Intermediary. Beneficial Shareholders will need to present such proof of registration in order to be admitted to the EGM.

Registered Shareholders do not need to register via ABN AMRO to attend the EGM.

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3.5 VOTING INSTRUCTIONS

Once registered in accordance with the procedure set out above, a Beneficial Shareholder at the Record Date must follow the specific instructions received from the applicable Intermediary in order to submit voting instructions in respect of their Class A Ordinary Shares via either (i) ABN AMRO at www.abnamro.com/evotingor (ii) the applicable Intermediary. Beneficial Shareholders must submit their voting instructions by the date and time specified by the applicable Intermediary, and in any event, no later than 22 January 2024 at 18:00 CET.

In accordance with the instructions received from the applicable Intermediary, each Beneficial Shareholder must provide directly to ABN AMRO, or ensure that the Intermediary can provide to ABN AMRO on its behalf, the full address details, email address, securities account number (if applicable) and mobile phone number of the relevant ultimate beneficial owner of the Class A Ordinary Shares. Such information must be provided to ABN AMRO in order for them to verify such Beneficial Shareholder's interest at the Record Date.

In respect of any Class A Ordinary Shares for which an Intermediary receives voting instructions from a Beneficial Shareholder at the Record Date, the number of Class A Ordinary Shares held by the relevant Beneficial Shareholder and their applicable voting instruction must be submitted by the Intermediary to ABN AMRO via www.abnamro.com/evotingno later than 22 January 2024 at 18:00 CET.

A Registered Shareholder at the Record Date (other than Euroclear Nederland) can exercise its voting rights by delivering to the Company a completed proxy form available on the Company's website (http://www.epicacquisitioncorp.com/) which sets out its voting instructions and authorises the granting of a proxy to Walkers Corporate Limited, of 190 Elgin Avenue, George Town, Grand Cayman KY1- 9008, Cayman Islands, no later than 24 January 2024 at 9:00 CET.

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