EO Charging entered into definitive agreement to acquire First Reserve Sustainable Growth Corp. (NasdaqCM:FRSG) from First Reserve Sustainable Growth Sponsor LLC and others in a reverse merger transaction on August 12, 2021. The transaction implies a pro-forma enterprise value of the combined company of $675 million. Post-acquisition, 63% of the combined company will be owned by EO Charging existing shareholders, 3% by EO Charging Fleet customer, 6% by First Reserve Sustainable Growth Sponsor and remaining 28% by First Reserve Sustainable Growth investors. The shareholders of Juuce will contribute all of the issued and outstanding ordinary shares of Juuce to EO in exchange for ordinary shares of EO valued at $10.00 per share (“EO Ordinary Shares”) to be issued simultaneously with the issuance of EO Ordinary Shares in connection with the Merger and, if available cash exceeds a specified level, certain cash consideration (the “Share Contribution”) and with First Reserve surviving as a wholly owned subsidiary of EO. Upon closing of the transaction, the combined company will be named EO Charging and will be listed on the Nasdaq under the symbol "EOC". EO Charging will continue its headquarters in the UK. Charlie Jardine will be Chief Executive Officer of the combined company and will drive EO Charging strategic growth initiatives and expansion working alongside EO Charging existing executive team. EO Charging announced the appointment of Mark Joseph as Chairman of the Board upon completion of the business combination. As on December 9, 2021, EO Charging announced the appointment of Tom vonReichbauer to EO Charging Board of Directors upon completion. Tom vonReichbauer will serve as Audit Committee Chair.

Completion of the proposed transaction is subject to customary closing conditions including the approval of First Reserve Sustainable Growth stockholders. The NewCo Ordinary Shares shall have been accepted for listing on NASDAQ, or another national securities exchange mutually agreed to by the Parties, as of the Closing Date. The Registration Statement shall have been declared effective under the Securities Act. The amount of Available Cash shall not be less than $91,392,864. The transaction has been unanimously approved by the boards of EO Charging and First Reserve Sustainable Growth. As of February 16, 2022, Juuce and First Reserve Sustainable Growth have entered into the First Amendment to Business Combination Agreement and Plan of Reorganization. The transaction is expected to occur in the fourth quarter of 2021. As of December 2, 2021, the transaction is expected to close in the first quarter of 2022. As of February 16, 2022, Juuce and First Reserve extended the Outside Date (as defined in the Business Combination Agreement) from February 8, 2022, to March 11, 2022. The proceeds from this transaction will be sued to drive global expansion and open more offices around the world.

Anisha Dhawan of Evercore is acting as financial and capital markets advisor to EO Charging. Jackie Cohen, Dawn Kim, Michael Francies, Jenny Doak, Barry Fishley, Devon Bodoh, Paul Wessel, Lyuba Goltser, Kaitlin Descovich, Michael Epstein, Annemargaret Connolly, Kevin Sullivan and Vadim Brusser of Weil, Gotshal & Manges LLP is acting as legal advisors to EO Charging. Barclays is acting as sole financial advisor to First Reserve Sustainable Growth. Barclays and Goldman Sachs are acting as capital markets advisors to First Reserve Sustainable Growth. Ramey Layne, Ramey Layne, Lucy Jenkins, Jim Meyer, Jason McIntosh and Natan Leyva, Andrew Callaghan, Devika Kornbacher, Sean Becker, Martin Luff, Julia Petty, Matthew Dobbins, Hill Wellford, Randy Jurgensmeyer and Sarah Mitchell of Vinson & Elkins acted as legal advisors to First Reserve Sustainable Growth. Zouk Capital LLP and Infrastructure Advisory Network Limited acted as brokers in the transaction. Jared M. Fishman of Sullivan & Cromwell LLP acted as a legal counsel to First Reserve Sustainable Growth Corp.

EO Charging cancelled the acquisition of First Reserve Sustainable Growth Corp. (NasdaqCM:FRSG) from First Reserve Sustainable Growth Sponsor LLC and others in a reverse merger transaction on March 16, 2022. EO Charging and First Reserve have mutually decided to terminate the transaction.