Announcement • Jun 29

Talawar Tx Inc. entered into a definitive business combination agreement to acquire JATT II Acquisition Corp. (NasdaqGM:JATT) from JATT Ventures II L.P. in a reverse merger transaction.

Talawar Tx Inc. entered into a definitive business combination agreement to acquire JATT II Acquisition Corp. (NasdaqGM:JATT) from JATT Ventures II L.P. in a reverse merger transaction on June 29, 2026. At the time the Merger becomes effective, (a)(i) each JATT ordinary share, par value $0.0001 per share will be automatically converted as of the Effective Time into the right to receive one (1) share of common stock of Talawar, par value $0.0001 per share, in each case following the conversion of Talawar’s outstanding convertible securities and the completion of a stock split of Talawar shares, each as effected immediately prior to the Effective Time, and on the terms and subject to the conditions set forth in the Business Combination Agreement. The combined company will operate as Talawar Therapeutics and is expected to trade on the Nasdaq Capital Market under the ticker symbol "TLWR". The board of directors of Talawar following the Closing will consist of up to seven (7) directors consisting of (i) one (1) director designated in writing by JATT Ventures II L.P. and (ii) up to six (6) directors designated in writing by Talawar. The transaction is subject to minimum balance sheet requirements, approval of merger agreement by target board, approval of offer by acquirer shareholders, approval of offer by acquirer board, approval of offer by target shareholders, registration statement effectiveness (S-4 / F-4), lock-up agreement and listing / approval of new shares on stock exchange and regulatory approvals. The deal has been approved by the board. The expected completion of the transaction is in the second half of 2026. Divakar Gupta and Brandon Fenn of Cooley LLP acted as legal advisor for Talawar Tx Inc. Adam Namoury and Anthony Zangrillo of Greenberg Traurig, LLP acted as legal advisor for JATT Ventures II L.P. and JATT II Acquisition Corp. Houlihan Lokey, Inc. acted as fairness opinion provider for JATT II Acquisition Corp. Guggenheim Securities, Cantor, and LifeSci Capital are serving as placement agents for the PIPE. Davis Polk & Wardwell LLP is serving as legal counsel to the placement agents.

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Talawar Tx Inc. entered into a definitive business combination agreement to acquire JATT II Acquisition Corp. (NasdaqGM:JATT) from JATT Ventures II L.P. in a reverse merger transaction.

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