Announcement • Aug 19
Beard Energy Transition Acquisition Receives Non-Compliance Notice from the New York Stock Exchange On August 16, 2023, Beard Energy Transition Acquisition Corp. received a notice from the New York Stock Exchange (the ‘NYSE’) indicating that the Company was deficient in meeting the requirements of Section 303A.07(c) of the NYSE Listed Company Manual, which required the Company to have, within one year of the Company’s listing on the NYSE, established and maintained an internal audit function. The notice from the NYSE stated that, unless the Company cures this deficiency by August 22, 2023, the Company will be deemed noncompliant. Given the time and focus that the Company is dedicating to consummating its previously announced business combination transaction, the Company does not currently plan to implement an internal audit function by the grace period. New Risk • Aug 11
New major risk - Financial position The company's debt is not well covered by operating cash flow. Currently running at an operating cash loss. This is considered a major risk. If the company's operating cash flows are too small relative to the size of their debt, it increases their balance sheet risk. The company has less cash from operations to cover its expenses from servicing large debt and it increases the risk of liquidity issues. It also extends the time it would take for the company to pay back the debt in full, meaning it may not be able to easily pay it all off in a distress scenario. Currently, the following risks have been identified for the company: Major Risks Debt is not well covered by operating cash flow (currently running at an operating cash loss). Negative equity (-US$8.1m). Revenue is less than US$1m. Minor Risk Less than 3 years of financial data is available. Announcement • May 20
Beard Energy Transition Acquisition Corp. (NYSE:BRD) entered into a definitive agreement to acquire Suntuity Renewables LLC. Beard Energy Transition Acquisition Corp. (NYSE:BRD) entered into a definitive agreement to acquire Suntuity Renewables LLC on May 19, 2023. Upon closing of the transaction, the combined company will be named “Suntuity Inc.” (“New Suntuity”), and its Class A common stock and warrants are expected to be listed on the New York Stock Exchange under the new ticker symbols “STY” and “STY.WS,” respectively. Pursuant to the business combination agreement, Beard will acquire Suntuity for a pre-money equity value of $190 million. In connection with the transaction, the combined company, New Suntuity, will issue 19.0 million new shares to current members of Suntuity. Existing Suntuity members will exchange 100% of their equity interests in Suntuity for equity in New Suntuity. Cash proceeds will consist of cash from Beard’s trust account after redemptions by Beard’s public stockholders. In connection with the transaction, Suntuity has also already raised $15 million in funded debt financing. Upon closing of the transaction, Suntuity’s senior management are expected to continue to serve in their existing roles. Current Suntuity members are expected to own approximately 40% of the combined company at close of the transaction, assuming no redemptions by Beard’s public stockholders. The business combination has been unanimously approved by the boards of directors of both Beard and Suntuity and is expected to close in the fourth quarter of 2023, subject to regulatory and stockholder approvals and other customary closing conditions.
Vinson & Elkins L.L.P. is serving as legal advisor to Beard. ROTH Capital Partners is serving as capital markets advisor, and Loeb & Loeb LLP is serving as legal advisor to Suntuity. 
