Transphorm Inc. agreed to acquire Peninsula Acquisition Corp on January 27, 2020. Transphorm Inc. entered into an agreement and plan of merger to acquire Peninsula Acquisition Corp on February 12, 2020. Pursuant to the terms, all outstanding shares of Transphorm stock will be converted into shares of Peninsula Acquisition, such that the holders of Transphorm stock before the merger will own more than 90% of the outstanding shares of Peninsula Acquisition common stock after the merger. Each share of Transphorm common stock issued and outstanding immediately prior to the closing of the merger was converted into the right to receive (a) 0.082 (conversion ratio) shares of Peninsula Acquisition common stock (in the case of shares held by accredited investors) or (b) $4 multiplied by the conversion ratio (in the case of shares held by unaccredited investors), with the maximum number of shares of Peninsula Acquisition common stock issuable to the former holders of Transphorm common stock equal to 4,224,382, (ii) 51,680,254 shares of Transphorm Series 1 preferred stock issued and outstanding immediately prior to the closing of the merger were converted into 12,433,953 shares of Peninsula Acquisition common stock, (iii) 38,760,190 shares of Transphorm Series 2 preferred stock issued and outstanding immediately prior to the closing of the merger were converted into 7,499,996 shares of Peninsula Acquisition common stock, and (iv) 31,850,304 shares of Transphorm Series 3 preferred stock issued and outstanding immediately prior to the closing of the merger were converted into 4,000,000 shares of Peninsula Acquisition common stock. As a result, a maximum of 28,158,331 shares of our common stock will be issued to the holders of Transphorm issued and outstanding capital stock after adjustments due to rounding for fractional shares. Immediately prior to the Effective Time, an aggregate of 682,699 shares of our common stock, owned by the stockholders of Peninsula Acquisition Corporation prior to the merger, were forfeited and cancelled. The proposed merger agreement also contemplates a change in the composition of the entire Board at the effective time of the merger. Immediately following the effective time, the Board, which currently consists of Ian Jacobs and Mark Tompkins, will increase the size of the Board to five and elect Brittney Bagley, David Kerko, Umesh Mishra, Mario Rivas, Primit Parikh, Cameron McAulay and Eiji Yatagawa to serve on the Board, and Ian Jacobs and Mark Tompkins will resign from all officer and director positions with the Peninsula Acquisition. In addition, Mario Rivas, proposed Chief Executive Officer following the merger, is the Chief Executive Officer of Transphorm; Cameron McAulay, proposed Chief Financial Officer following the merger, is the Chief Financial Officer of Transphorm; Primit Parikh, proposed Chief Operating Officer following the merger, is the Chief Operating Officer of Transphorm; and Umesh Mishra, proposed Chief Technology Officer following the merger, is the Chief Technology Officer of Transphorm. The transaction is subject to the execution and delivery of the proposed merger agreement and satisfaction of the conditions to closing to be set forth in the proposed merger agreement. Transphorm Inc. completed the acquisition of Peninsula Acquisition Corp on February 12, 2020. Following the consummation of the merger, Transphorm Technology changed its name to Transphorm Technology, Inc. Immediately after completion of the merger, Peninsula Acquisition adopted Transphorm Technology’s former company name, Transphorm, Inc., as company name by filing a Certificate of Amendment. Mark Bertelsen, Erika Muhl and Douglas Schell of Wilson Sonsini Goodrich & Rosati, P.C. acted as the legal advisor to Transphorm Inc., while Nimish Patel of Mitchell Silberberg & Knupp LLP acted as the legal advisor to Peninsula Acquisition Corp.