W3BCLOUD Ltd. executed a letter of intent to acquire Social Leverage Acquisition Corp I (NYSE:SLAC) from Social Leverage, LLC, Social Leverage Acquisition Sponsor I LLC, TIG Advisors, LLC, Holocene Advisors, LP, Saba Capital Management, L.P. and others for $1.1 billion in a reverse merger transaction on November 22, 2021. W3BCLOUD Ltd. entered into a definitive agreement to acquire Social Leverage Acquisition Corp I (NYSE:SLAC) from Social Leverage, LLC and others in a reverse merger agreement on July 31, 2022. The transaction values the combined company at an enterprise value of $1.25 billion. As on April 21, 2023, parties Amended the terms of agreement pursuant to which enterprise value of combined company will be $700 million and equity value will be $576,417,449. W3BCLOUD shareholders have the potential to receive an earnout of additional shares of common stock of the combined company if certain stock price targets are met as set forth in the definitive business combination agreement. As of the signing of the agreement, W3BCLOUD has received commitments for $40 million from from ConsenSys, SK Inc. and others for new investments in connection with the transaction and has an agreement with AMD for an additional equity investment of $10 million, each of which is subject to certain conditions. The parties intend to raise additional capital of up to $100 million post-announcement, though there is no guarantee that such funds will be able to be raised on favorable terms or at all. Existing W3BCLOUD shareholders will roll 100% of the equity in the transaction and expected to own approximately 66% combined company while Sami Issa and Wael Aburida will join the Board of Directors.

The transaction is subject to, among other things, SEC review, approval of SLAC shareholders, approval of W3BCLOUD shareholders, regulatory approvals, any applicable waiting period (and any extension thereof) applicable to the consummation of the transactions under the applicable Antitrust Laws shall have expired or been terminated, SLAC shall have at least $5,000,001 of net tangible assets, listing of shares to be issued in connection with the transaction on stock exchange, execution of ancillary agreements, resignation of each director and officer of SLAC, and the satisfaction of other customary closing conditions. The transaction has been unanimously approved by the boards of directors of W3BCLOUD and SLAC. The deal is expected to close in the fourth quarter of 2022. The Business Combination will be consummated in the first quarter of 2023. W3BCLOUD shall receive up to $345 million in proceeds and expects to use transaction proceeds to significantly accelerate its investments in storage and compute infrastructure, which includes expanding its data center footprint and investing in the Web3 developer ecosystem.

Perella Weinberg Partners is acting as exclusive financial advisor to W3BCLOUD. Barclays is acting as exclusive M&A advisor to SLAC. Barclays and B. Riley Securities are acting as capital markets advisors and joint placement agents to SLAC. Blueshirt Capital Advisors is serving as an investor relations advisor to W3BCLOUD. Joseph A. Coco and Blair T. Thetford of Skadden, Arps, Slate, Meagher & Flom LLP is acting as legal counsel to W3BCLOUD. Carl P. Marcellino of Ropes & Gray LLC is acting as legal counsel to SLAC. Stelios Saffos, Drew Capurro, and Scott Westhoff of Latham & Watkins LLP is acting as legal advisor to Barclays and B. Riley Securities. SLAC has engaged Morrow Sodali LLC to assist in the solicitation of proxies for a fee of $15000. Mark Zimkind of Continental Stock Transfer & Trust Company acted as transfer agent to Social Leverage Acquisition Corp I. Barclays Capital Inc., Ropes & Gray LLP and Ernst & Young LLP acted as due diligence provider to Social Leverage. Skadden, Arps, Slate, Meagher & Flom LLP acted as due diligence provider to W3BCLOUD.

W3BCLOUD Limited cancelled the acquisition of Social Leverage Acquisition Corp I (NYSE:SLAC) from Social Leverage, LLC, Social Leverage Acquisition Sponsor I LLC, TIG Advisors, LLC, Holocene Advisors, LP, Saba Capital Management, L.P. and others on September 22, 2023. As a result of the Termination, the BCA will be of no further force and effect, and the Ancillary Agreements (as defined in the BCA) will either be terminated in accordance with their terms or be of no further force and effect. Neither party will be required to pay the other any fees or expenses as a result of the Termination. SLAC and W3BCLOUD have also agreed, on behalf of themselves and their respective related parties, to a release of claims relating to the transactions contemplated under the BCA.