1.Type of merger and acquisition (e.g., merger, spin-off, acquisition, or
share transfer):Acquisition
2.Date of occurrence of the event:2026/01/08
3.Names of companies participating in the merger and acquisition (e.g., name
of the other company participating in the merger or consolidation, newly
established company in a spin-off, acquired company, or company whose shares
are taken assignment of):
Acquiring Company: Amplifi Technologies Inc. (AMP)
Target Company: ClimAA Carbon, LLC (ClimAA)
Investee of Target: Carbon, Inc. (Carbon)
4.Counterparty (e.g., name of the other company participating in the merger
or consolidation, company taking assignment of the spin-off, or counterparty
to the acquisition or assignment of shares):adidas Ventures B.V. (adidas)
5.Whether the counterparty of the current transaction is a related party:No
6.Relationship between the counterparty and the Company (investee company in
which the Company has re-invested and has shareholding of XX%), and
explanation of the reasons for the decision to acquire, or take assignment
of the shares of, an affiliated enterprise or related person, and whether it
will affect shareholders' equity:NA
7.Purpose and conditions of the merger and acquisition,
including the reason, consideration conditions and
payment schedule of the merger and acquisition:
Purpose: Enhance cooperation between AMP and Carbon
Consideration: USD 7,344 thousand in cash
Schedule will be further decided by the chairman after the resolution
of the board of directors
8.Anticipated benefits of the merger and acquisition:
Strategic cooperation across upstream and downstream supply chains,
actively expanding 3D applications and technology adoption
9.Effect of the merger and acquisition on net worth per share and earnings
per share:It is expected to support the growth of AMP’s 3D printing business
and generate positive benefits for both net worth per share and earnings per
share.
10.Type of merger consideration and source of funds:
Cash consideration: USD 7,344 thousand, funded by the Group’s internal funds
11.Share exchange ratio and basis of its calculation:NA
12.Whether the CPA, lawyer or securities underwriter issued an unreasonable
opinion regarding the transaction:No
13.Name of the CPA, law or securities firm:Shun Hsin CPA Firm
14.Name of the CPA or lawyer:Chuang, Hsun Chih
15.Practice certificate number of the CPA:4214
16.Independent expert's report on the reasonableness of the share exchange
ratio and the cash or other assets paid to the shareholders (1.The method,
principles, or calculations adopted for determination of the public tender
offer price, and comparison with the market-value method, cost method, and
discounted cash flow method commonly used internationally; 2.comparison of
the financial condition, profit status, and price-to-earnings ratio of the
subject company with those of TWSE or GTSM listed companies in the same
industry; 3.if a price appraisal report of an appraisal organization is
taken into account in the public tender offer price, the opinion shall
specify the content and conclusion of the appraisal report; and 4.if assets
or shares of the subject company, or of the surviving company in the case of
a merger, are listed as collateral in the tender offeror's financing
repayment plan, the opinion shall disclose the collateralization terms, and
assessment of the impact on the financial and operational soundness, of the
subject company or of the surviving company of the merger.):
This acquisition involves the purchase of ClimAA shares for a cash
consideration of USD 7,344 thousand. The equity value of the target
company was assessed using the asset-based approach, while the equity
value of the target company’s investee companies was evaluated using a
combined analytical approach incorporating the market approach, option
pricing method, and scenario probability-based method. After conducting
the necessary evaluations and analyses, the independent expert
concluded that the cash consideration falls within a reasonable range.
17.Scheduled timetable for consummation:Schedule will be further decided
by the chairman after the resolution of the board of directors
18.Matters related to assumption by the existing company or new company of
rights and obligations of the extinguished (or spun-off) company:NA
19.Basic information of companies participating in the merger:
ClimAA is a special purpose investment holding company, with its primary
business being equity investment in Carbon's preferred shares. Carbon
primarily engages in providing 3D printing technology services and
solutions.
20.Matters related to the spin-off (including estimated value of the
business and assets planned to be assigned to the existing company or new
company; the total number and the types and volumes of the shares to be
acquired by the split company or its shareholders; matters related to the
reduction, if any, in capital of the split company) (note: not applicable
other than where there is announcement of a spin-off):NA
21.Conditions and restrictions on future transfers of shares resulting from
the merger and acquisition:No
22.Post-merger and acquisition plan:
(1) Willingness to continue operating the business of the company,
and the contents of plans to that effect
(2) Dissolution; delisting from an exchange (or OTC market);
material changes in organization, capital, business plan,
financial operations and production; accommodation or
utilization of staff and assets critical to the Company;
or any other matter of material significance that would
affect the company's shareholder equity:
After the acquisition, the target company, ClimAA, will continue to operate
as a special purpose investment holding company, and
there are no other material matters affecting the rights and interests
of the Company's shareholders.
23.Other important stipulations:No
24.Other important matters concerning the merger and acquisition:No
25.Whether the directors have any objection to the
present transaction:No
26.Information regarding directors with personal interest (name of natural
person director or name of legal person director and its representative,
material interest of the director or the legal person represented by the
director (including but not limited to form of actual or expected investment
in another company in the merger, shareholding, transaction price,
participation in the subject company's business or otherwise, and other
terms of investment), reason for recusal or otherwise, details of recusal,
and reason for a resolution for or against the merger proposal):No
27.Whether the transaction involved in change of business model:No
28.Details on change of business model:NA
29.Details on transactions with the counterparty for the past year and the
expected coming year:NA
30.Source of funds:NA
31.Any other matters that need to be specified:None
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