Stratim Cloud Acquisition Corp. (NasdaqCM:SCAQ) has signed a binding letter of intent to acquire Force Pressure Control, LLC. for approximately $270 million on February 14, 2023. Stratim Cloud Acquisition Corp. (NasdaqCM:SCAQ) has entered into a membership interests purchase agreement to acquire Force Pressure Control, LLC. on March 21, 2023. The consideration consists of $120 million in cash, 12 million shares of Stratim Cloud Acquisition Corp Class A Common Stock and an earnout of up to 3 million additional shares of Stratim Cloud Acquisition Corp Class A Common Stock. The transaction values Force at an enterprise value of $240 million. As part of the proposed transaction, Force’s existing equity holders and management will retain a minimum of 50% of their equity interests and will receive up to an additional $120 million in cash proceeds or additional equity interests, at the option of such equity holders. Current Force equity holders are expected to own at least 32.9% of the combined company. SCAC’s public stockholders will own approximately 17.1% and SCAC’s sponsor and related parties will collectively own approximately 17.1%. The remaining shares of the company will be owned by third party financing parties and any existing Force selling stockholders that elect to receive additional equity instead of cash. In 2022, Force Pressure reported a total revenues of $163 million and EBITDA of $62 million. The Board of Directors of Acquiror shall be classified into three separate classes and consist of up to seven (7) directors, which shall initially include: (i) two (2) director nominees to be designated by Acquiror pursuant to written notice to be delivered to the Company as soon as reasonably practicable following the date of this Agreement, which directors shall be elected in the Acquiror Stockholders’ Meeting and placed in the class whose term expires in 2026; (ii) the Chief Executive Officer (who shall initially be Jacob Startz), whose term expires in 2026; and (iii) up to four (4) director nominees to be designated by the Company pursuant to written notice to Acquiror as soon as reasonably practicable following the date of this Agreement. Completion of a business combination is subject to, among other matters, the completion of due diligence, the negotiation of a definitive agreement providing for the transaction, the HSR waiting period shall have expired or been terminated, the shares of Company Common Stock issuable pursuant to the Transaction shall have been approved for listing on the Nasdaq Stock Market LLC, Force Pressure Member Approvals shall have been obtained, satisfaction of the conditions negotiated therein and approval of the transaction by the Stratim Cloud Acquisition Corp and Force Pressure Control, LLC boards and the stockholders of SCAC including the receipt of certain regulatory approvals. The Board of Directors of SCAC and all of the members and managers of Force have unanimously approved the proposed transaction. The proposed transaction is expected to close in the second half of 2023. EF Hutton, division of Benchmark Investments, LLC and Johnson Rice - Sales and Trading acted as capital markets advisors to Stratim Cloud Acquisition Corp. (NasdaqCM:SCAQ). Michael J. Mies, Victor Hollender, Ken D. Kumayama and Anne E. Villanueva of Skadden, Arps, Slate, Meagher & Flom LLP acted as legal advisor to Stratim Cloud Acquisition Corp. Brad L. Whitlock of Egan Nelson LLP acted as a legal advisor to Force Pressure Control, LLC. Mark Zimkind of Continental Stock Transfer & Trust Company acted as transfer agent and Morrow Sodali LLC as an information agent for Stratim Cloud. Stratim Cloud has agreed to pay Morrow a fee of $15,000, plus disbursements, and will reimburse Morrow for its reasonable out-of-pocket expenses and indemnify Morrow and its affiliates against certain claims, liabilities, losses, damages and expenses.

Stratim Cloud Acquisition Corp. (NasdaqCM:SCAQ) cancelled the acquisition of Force Pressure Control, LLC on June 28, 2023. Force has also agreed to pay the Company the sum of $0.25 million.