Tiêu đề Beekeeper Holding, Inc.- Information Statement .pdf ✅

ACTIVE/201291889.7 3 On June 29, 2025, the Board of Directors of Beekeeper (the “Board”) adopted the Merger Agreement and unanimously approved, among other things, the Transactions. The Board has deemed the Transactions, upon the terms and subject to the conditions set forth in the Merger Agreement, advisable and in the best interests of the Company and holders of Company Shares (the “Company Stockholders”). The Board recommends that the Company Stockholders adopt the Merger Agreement and approve the Transactions. To effectuate the Transactions, Beekeeper’s Certificate of Incorporation and bylaws, and applicable Delaware law, require that the Merger Agreement be adopted and the Transactions be approved by the holders of at least (i) a majority of the outstanding Company Shares, voting together as a single class on an as converted into Common Stock basis and (ii) a majority of the Preferred Stock, voting together as a single class. The Merger Agreement requires that the Company deliver approval from holders of at least (i) 90% of the outstanding Company Shares, voting together as a single class on an as converted into Common Stock basis, and (ii) a majority of the Preferred Stock, voting together as a single class (collectively, the “Signing Stockholder Approval”). The Signing Stockholder Approval was obtained on July 1, 2025, by way of the Stockholder Written Consent in the form attached hereto as Exhibit B (the “Written Consent”). Accordingly, this Information Statement constitutes notice pursuant to Section 228(e) of the Delaware General Corporation Law (the “DGCL”) that the Merger Agreement has been approved and adopted by less-than-unanimous written consent of the Company Stockholders. In addition to obtaining the Signing Stockholder Approval, the Merger Agreement requires that the Company (i) use reasonable best efforts to obtain, prior to the Closing, the Written Consent duly executed by all holders of Company Shares and (ii) use commercially reasonable efforts to obtain, prior to Closing, joinder agreements in the form attached hereto as Exhibit C (“Seller Joinders”) from all Prospective Sellers. As a condition to the obligations of Parent and Merger to consummate the closing of the Transactions, the Company is required to obtain the Written Consent duly executed by holders of at least 95% of the outstanding Company Shares, voting together as a single class on an as-converted into Common Stock basis (the “Closing Stockholder Approval”). The Company has already obtained the Closing Stockholder Approval. ACCORDINGLY, THE COMPANY IS REQUESTING YOUR EXECUTION OF THE WRITTEN CONSENT ATTACHED HERETO AS EXHIBIT B AND THE SELLER JOINDER ATTACHED HERETO AS EXHIBIT C. YOU SHOULD NOT RETURN YOUR WRITTEN CONSENT OR SELLER JOINDER AT THIS TIME. ACQUIOM FINANCIAL LLC (THE “PAYING AGENT”) WILL SEND YOU INSTRUCTIONS VIA EMAIL EXPLAINING HOW TO SUBMIT YOUR WRITTEN CONSENT, SELLER JOINDER AND OTHER TRANSACTION-RELATED DOCUMENTS VIA THEIR ONLINE PORTAL. In this Information Statement, you will find information related to the Transactions and other ancillary matters, including information relating to the Written Consent and the Seller Joinder, interests of certain persons in the Transaction, as well as information regarding appraisal and dissenters’ rights under Delaware law. The Company currently anticipates that the Closing will occur later this year, subject to the satisfaction (or, if permissible, waiver) of the conditions to Closing set forth in the Merger Agreement. However, because the Transactions are subject to certain conditions to Closing, the Company cannot predict the exact timing of the completion of the Transactions.
ACTIVE/201291889.7 - 4 - REQUEST FOR STOCKHOLDER ACTION Matters Covered This Information Statement is being furnished to the Company Stockholders in connection with the Written Consent (attached hereto as Exhibit B), pursuant to which you, as a Company Stockholder, are being asked to consent and agree to, among other things: • adoption and approval of the Transactions and the Merger Agreement; • waiver of notice and consent requirements (other than consent requirements to be satisfied by the Written Consent) with regard to the Transactions and the Merger Agreement; • appointment of Shareholder Representative Services LLC as the Equityholder Representative to act on behalf of the Securityholders with all the powers specified in the Merger Agreement; • waiver of appraisal and dissenters’ rights under Section 262 of the DGCL; • approval of termination of certain agreements among the Company and its stockholders, effective as of, and contingent upon, the Closing; and • general authorization of the foregoing and any further actions required to carry out the foregoing. The Board has approved these actions and requests that you, as a Company Stockholder, approve the Merger Agreement and the Transactions by executing and returning the Written Consent enclosed with this Information Statement. Seller Joinder In addition to the Written Consent, you are also being asked to sign the Seller Joinder, a copy of which is attached as Exhibit C hereto, pursuant to which you, as a Company Stockholder, are being asked to consent and agree to, among other things: • the Merger Agreement and the Transactions; • be bound by the applicable portions of the Merger Agreement (including the indemnification section, the release section, the confidentiality section and the appointment of the Equityholder Representative as your representative, agent and attorney-in-fact); • make certain representations and warranties in respect of, among other things, the ownership of your Company Stock, your organization and your authority to enter into the Seller Joinder; and • keep the terms of the Merger Agreement, the Seller Joinder and the other agreements contemplated by the Merger Agreement confidential.