Blackstone Products executed a non-binding letter of intent to acquire Ackrell SPAC Partners I Co. (NasdaqCM:ACKI.U) from a group of shareholders in a reverse merger transaction on July 19, 2021. Blackstone Products entered into an agreement to acquire Ackrell SPAC Partners I Co. from a group of shareholders in a reverse merger transaction on December 22, 2021. As consideration for the Business Combination, (i) Ackrell will pay $150 million to NAI BVI as consideration for the contribution of Cowell USA common stock to Ackrell; (ii) Cowell USA will pay $100 million to NAI as consideration for the NAI Redemption; (iii) NewCo will issue and deliver to NAI a number of NewCo common stock, calculated based upon NAI BVI's ownership percentage as of the Closing as consideration for the contribution of Cowell USA common stock to NewCo; and (iv) NewCo will issue to Dahle a number of shares of NewCo common stock calculated based upon Dahle's ownership percentage as of the Closing as consideration for the Dahle Contribution. Upon completion of the Business Combination, Ackrell's public stockholders will own approximately 23% of the outstanding capital stock of NewCo, the Initial Stockholders will own approximately 9% of NewCo, the PIPE Investors will own approximately 5% of NewCo and NAI and Dahle will own approximately 63% of NewCo. The transaction will be funded by a combination of cash-in-trust, rolled-over equity, PIPE, and convertible note proceeds. Post deal completion, the combined company will be renamed Blackstone Products, Inc. and expects to apply to be listed on the Nasdaq under the new ticker symbol “BLKS.” The combined company's directors and executive officers upon consummation of the Business Combination will be as follows: Roger Dahle (Chief Executive Officer), James McCormick (Chief Financial Officer), Perry Jensen (Vice President of Sales), Mike Moser (Vice President of Operations), Scott Stevenson (Vice President of Marketing), and Directors will be: Michael Ackrell, Fred Beck, Denise Garner, Bradley Johnson, Janet Lamkin and Shawn Lee.

The transaction is subject to the approval by Ackrell shareholders, satisfaction or waiver of the conditions stated in the business combination agreement, and other customary closing conditions, including a registration statement being declared effective by the U.S. Securities and Exchange Commission, all required filings under the HSR Act will have been completed and any applicable waiting period shall have expired or been terminated, Ackrell having net tangible assets of at least $5,000,001, all members of the board of directors and all officers of Ackrell will have executed written resignations and approval by The Nasdaq Stock Market to list the securities of the combined company. The Ackrell Board based in part upon the unanimous recommendation of the Special Committee, has unanimously approved the transaction. As of March 21, 2022, an aggregate of $1.38 million has been deposited into Ackrell's trust account for its public stockholders, enabling it to further extend the period of time it has to consummate its initial business combination by three months from March 23, 2022 to June 23, 2022. The Special Meeting of Ackrell shareholders will be held on June 21, 2022. As of May 26, 2022, Ackrell has sought a vote on a proposal to extend the time Ackrell has to consummate an initial business combination from June 23, 2022 to September 23, 2022. The transaction is expected to close in the second quarter of 2022. As of June 21, 2022, the transaction is expected in the third quarter of 2022. The net proceeds of $95 million shall be used to fund marketing efforts, new product development, and international expansion.

Stuart Neuhauser and Matthew A. Gray of Ellenoff Grossman & Schole LLP acted as legal advisor and Nomura Securities International, Inc. acted as financial advisor to Ackrell while Warren Lazarow and Noah Kornblith of O'Melveny & Myers LLP acted as legal advisor and Ackrell Capital, LLC acted as financial advisor to Blackstone Products. Mark Zimkind of Continental Stock Transfer & Trust Company acted as transfer agent to Ackrell. Duff & Phelps, A Kroll Business operating as Kroll, LLC acted as financial advisor and fairness opinion provider to Ackrell. Ackrell will pay a fee of $0.45 million to Duff & Phelps for fairness opinion services. Ackrell Capital LLC would receive a fee of approximately $24.6 million of which 50% may be paid to Ackrell Capital in the form of shares of Newco common stock, upon consummation of the Business Combination. Advantage Proxy acted as the information agent to Ackrell.

Blackstone Products cancelled the acquisition of Ackrell SPAC Partners I Co. (NasdaqCM:ACKI.U) from a group of shareholders in a reverse merger transaction on August 27, 2022. The transaction has been unilaterally terminated by Blackstone Products.