Craft 1861 Global, Inc. (“Craft Global”) entered into a definitive business combination agreement to acquire BGP Acquisition Corp. (OTCPK:BGPP.F) from BGP Acquisition Sponsor LP and others for approximately $530 million in a reverse merger transaction on October 20, 2022. BGP will issue 0.43 million proportionate voting shares (convertible into 43 million subordinate voting shares) to Craft Global shareholders in upfront equity consideration, complemented by an earn-out of an additional 0.1 million Proportionate Voting Shares (convertible into 10 million subordinate voting shares) based on certain trading price milestones. After the close of the transaction, current BCP shareholders will own 26% stake in resulting issuer while Craft Global shareholders will own 74% of the resulting issuer. Following closing, BGP will continue to operate the business of Craft Global and intends to rename itself ‘CRAFT 1861 Global Holdings' which will remain a reporting issuer under Canadian securities laws. BGP has reserved the symbols “HUMN” and “HUMN.WT” for the Subordinate Voting Shares and BGP Warrants, respectively. Following closing of the transaction, Robert Aranda will continue to serve as resulting issuer's Chief Executive Officer. Upon closing, resulting issuer's board of directors is expected to include Robert Aranda; Ruth Epstein, Chief Executive Officer of BGP; Shelly Lombard; Ryan Boone; and Harvey Schiller.

The transaction is subject to the satisfaction or waiver of certain customary conditions, including, among other things, completion of Craft private placement, receipt of all required third party consents and regulatory approvals (including that of the NEO Exchange and the conditional approval of the NEO Exchange to list the Subordinate Voting Shares and the continued trading of the BGP Warrants, which will be exercisable for Subordinate Voting Shares following closing of the transaction). The boards of directors of each of BGP and Craft Global have approved the transaction. As of November 10, 2022, BGP called for a special meeting seeking an extension of the permitted timeline from December 31, 2022 to February 28, 2023 to enable BGP to close the business combination with Craft 1861 Global, Inc. The meeting for the approval of the extension is scheduled on December 22, 2022. As of February 24, 2023, BGP's board of directors has received evidence to its satisfaction of the closing of Craft Global's private placement of Craft Global shares in the amount of $100 million, which satisfies the final condition to closing under the transaction agreement. As of December 8, 2022, the parties have entered into an amendment agreement to modify the outside date of the business combination agreement to February 28, 2023, or such other date as the parties may mutually agree in writing. As of December 22, 2022, the shareholders of BGP have approved an extension to complete a qualifying transaction to February 28, 2023. Completion of the Business Combination is expected to occur in the fourth quarter of 2022. As of December 1, 2022, the transaction is expected to close during the week of December 26, 2022. As of February 24, 2023, the transaction is to close on or about February 28, 2023.

BGP's capital markets advisor for the transaction is Echelon Wealth Partners. Goodmans LLP and Duane Morris LLP are respectively acting as Canadian and U.S. legal counsel to BGP. Odyssey Trust Company is acting as transfer agent to BGP.