Ecohouse Developments Limited entered into definitive business combination agreement to acquire Zalatoris II Acquisition Corp. from J.Streicher Holdings LLC and others for approximately $130 million in a reverse merger transaction on December 5, 2023. The Parties will effect (i) the merger of a to-be-formed company domesticated in the Cayman Islands (? Merger Sub ?) with and into the Zalatoris II Acquisition, with the Zalatoris II Acquisition continuing as the surviving entity and a wholly owned subsidiary of Ascotway Ltd (the ? Zalatoris II Merger ?), as a result of which (a) the Zalatoris II will issue shares of the Zalatoris II?s Class A common stock, par value $0.0001 per share (the ? Class A Common Stock ?), to Ascotway, with such amount of shares to be determined in accordance with the terms of the Business Combination Agreement, (b) Zalatoris II?s stockholders (other than Ascotway) will receive Ordinary Shares equal to $10.00 divided by the Redemption Price, subject to any adjustments in accordance with the terms of the Business Combination Agreement, and (c) each outstanding warrant of Zalatoris II will be assumed by Ascotway and automatically adjusted to become exercisable to purchase one Ascotway Share; and (ii) the merger of Ecohouse into Ascotway, with Ascotway continuing as the surviving entity (the ? Ecohouse Merger ? and together with the Zalatoris II Merger, the ? Mergers ?), as a result of which the stockholders of the Ecohouse will receive Ascotway Ordinary Shares with an approximate value of $126.0 million (the ? Ecohouse Share Consideration ?), with such Ecohouse Share Consideration subject to adjustment in accordance with the terms set forth in the Business Combination Agreement. The stockholders of Ecohouse will receive $119.7 million in Holdco Ordinary Shares at the Closing, and $6.3 million in Holdco Shares will be placed in escrow pursuant to the Escrow Agreement (as defined below) (the ? Escrow Shares ?), which Escrow Shares shall be released based on the nature of the adjustment to the Ecohouse Share Consideration. Ascotway Ltd will, prior to completion of the Mergers, re-register as an Irish public company limited by shares and amend and restate its articles of association to, among other matters: (i) change its name to ?Eco Modular plc,? or such other name as mutually agreed to by the Company and Holdco; and (ii) provide for a post-closing board comprised of seven (7) directors. The business combination values Eco Modular at a $600 million enterprise value and at a pro forma market capitalization of approximately $666 million, assuming a $10.00 per share price and no redemptions by Zalatoris II stockholders. The transaction is expected to provide a minimum of $66 million in net proceeds to the company after transaction expenses, assuming no redemptions.

The anticipated closing is set for the first quarter of 2024, subject to regulatory approvals and customary closing conditions and stockholder approval. The Boards of Directors of both Eco Modular and Zalatoris II have unanimously approved the transaction.

Arthur Cox LLP and Calabrese Consulting LLC are serving, respectively, as legal counsel and as financial advisor to Eco Modular. Nelson Mullins Riley & Scarborough LLP and Meteora Capital LLC are serving, respectively, as legal counsel and as M&A Advisor to Zalatoris II Acquisition Corp.