HL Acquisition Corp. (NasdaqCM:HCCH) entered into a definitive agreement to acquire Chi Energie (Singapore) PTE Ltd. for $8 million on December 17, 2019. Pursuant to the agreement, the sellers will receive 0.78 million HL ordinary shares, 3 million newly issued HL Class I warrants with an exercise price of $10.33 and 4 million newly issued HL Class II warrants with an exercise price of $15 - both warrant classes will have a three year life. The founders of HL Acquisition have agreed to forfeit 2 million ordinary shares of HL Acquisition in exchange for the issuance of 6 million Class I Warrants. The founders of HL Acquisition will also agree to forfeit an aggregate of up to 0.58 million ordinary shares of HL Acquisition, with the number of shares to be forfeited to be determined based on the amount of cash remaining in HL Acquisition’s trust account at the close. If no HL Acquisition shareholders elect to redeem their shares for a pro rata portion of HL Acquisition’s trust account, at the close Chi’s owners will hold approximately 9% of HL Acquisition’s issued and outstanding shares. Following the consummation of the transaction, Chi will become a wholly owned subsidiary of HL Acquisition. The extraordinary general meeting to be held on March 2, 2020 for the purpose of a proposal to approve an extension to the date by which the Company has to consummate a business combination from March 2, 2020 to July 2, 2020. Advantage Proxy, Inc. is assisting HL Acquisition in the proxy solicitation process for this extraordinary general meeting. HL Acquisition will pay Advantage Proxy a $5,500 fee plus disbursements for such services at the closing of any proposed business combination. Chi’s Founder and Chief Executive Officer, Ajay Khandelwal, who is also a director of HL Acquisition, will become HL Acquisition’s Chief Executive Officer on consummation. Consummation of the transaction is conditioned upon, among other items, HL Acquisition having net cash proceeds at closing after payment of expenses and redemptions from the HL Acquisition trust account, including any proceeds of any new equity financings, in excess of $39 million, approval of the transaction by HL Acquisition’s shareholders, approval of an amendment to the HL Acquisition Warrant Agreement converting each existing HL Acquisition public and private warrant into the right to receive 0.1 of an HL Acquisition ordinary share at the time of the close, as well as HL Acquisition and Chi agreeing on terms with Chi’s co-investment partner and other customary closing conditions. The transaction is expected to be consummated late first quarter/early second quarter of 2020.