Extension of Acquisition Deadline

Further to its announcement on 12 October 2023, ACG announces today that (i) it is seeking Shareholder approval to extend the deadline by which an Acquisition (as defined in the IPO Prospectus) must be completed from 12 October 2023 (the "Initial Acquisition Deadline") to 25 January 2024 (the "Extended Acquisition Deadline" and, such proposed extension, the "Extension") by way of an amendment to its Memorandum and Articles and (ii) it will provide Class A Ordinary Shareholders with the right to redeem all or a portion of their Class A Ordinary shares, all as described in the Shareholders Circular and Notice of Extraordinary General Meeting of Shareholders published today by the Company (the "Extension EGM Circular").

Reasons for Extension and Convening of Extension EGM

As previously announced, the Company was not able to complete an Acquisition by the Initial Acquisition Deadline. In order to allow the Company sufficient time to complete an Acquisition, it is seeking an extension of the Initial Acquisition Deadline to the Extended Acquisition Deadline (i.e., 25 January 2024) by way of an amendment to the Memorandum and Articles of the Company. The Company considers that the extension beyond the deadline specified in the Memorandum and Articles is appropriate in the circumstances, giving Shareholders the option of participating in a potential future Acquisition through the Company.

For this reason, ACG today announces the publication of the Extension EGM Circular convening a meeting of the Shareholders of ACG (the "Extension EGM") for the purpose of considering and, if thought fit, voting to approve the Extension by way of an amendment to the Memorandum and Articles. Shareholders are not being asked to approve any Acquisition. At the date of this document, the Company has obtained irrevocable undertakings from existing Shareholders (including the Co-Sponsors) to vote their Shares in favour of the Extension holding 20.8% of the total outstanding Shares entitled to vote at the Extension EGM. The Company is seeking further irrevocable undertakings to vote in favour of the Extension from other significant Shareholders.

As described more fully in the Extension EGM Circular, the Company has also secured additional equity financing in the form of subscriptions by the Co-Sponsors of 1,333,333 Class B Shares at a subscription price of $1.50 per Class B Share (with total proceeds of $2 million), all subject to the Extension being approved. The Company will use this financing to pay for certain accrued costs and operational expenses during the period of the Extension and continue to work on identifying a suitable target for an Acquisition.

The Extension EGM will be held at 10:00 a.m. London time on 25 October 2023 at Cleary Gottlieb Steen & Hamilton LLP, 2 London Wall Place, Barbican, London, EC2Y 5AU, England.

In addition to being available at www.acgcorp.co subject to certain access restrictions, shareholders of ACG will also receive a copy of the Extension EGM Circular by postal mail.

Exercise of Redemption Rights

Redemption Rights and Redemption Price

The Memorandum and Articles provide that, absent an extension, in the event the Company fails to consummate an Acquisition by the Initial Acquisition Deadline, Class A Ordinary Shareholders shall have their Class A Ordinary Shares automatically redeemed and payment in respect of such Class A Ordinary Shares will be made through CREST by the Depositary, Link Market Services Trustees Limited, as promptly as reasonably possible, but by no later than 26 October 2023.

However, as described above, the Company is now convening the Extension EGM to consider and, if thought fit, approve, the Extension. Accordingly, to allow Class A Ordinary Shareholders that so wish to keep their Class A Ordinary Shares for the duration of the Extension, the Company shall not automatically redeem public Class A Ordinary Shares, but provide instead to Class A Ordinary Shareholders the right to redeem their Class A Ordinary Shares at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Escrow Account calculated as of two business days prior to Initial Extension Deadline (including any Overfunding), divided by the number of then issued and outstanding Class A Ordinary Shares. The gross redemption price of a Class A Ordinary Share is expected to be $10.325 per Class A Ordinary Share, plus pro rata entitlement to any interest accrued on the Escrow Account as reduced by any taxes paid or payable. As noted in the IPO Prospectus, the amount held in the Escrow Account earns interest at a rate equal to the Secured Overnight Financing Rate less 5 basis points.

In the event that the Extension is not approved at the Extension EGM, the automatic redemption process described above will complete, in accordance with Regulation 26 of the Memorandum and Articles.

Submitting Class A Ordinary Shares for Redemption

Redemption elections can be made through the UK's Certificateless Registry for Electronic Share Transfer ("CREST") from 18 October 2023 for holders of depositary interests representing Class A Ordinary Shares. Class A Ordinary Shareholders wishing to participate in the redemption should contact their broker, bank or other institution through which they hold their depositary interests in Class A Ordinary Shares to access CREST. Redemptions cannot be submitted through means other than CREST. Full election instruction details will be provided directly within the CREST GUI Corporate Action event details under ISIN VGG0056A1030.

If a Class A Ordinary Shareholder wishes to redeem all or a portion of their depositary interests in Class A Ordinary Shares (a "Redeeming Shareholder"), they are required to submit their redemption election electronically through CREST by 1:00 pm BST at the latest on 23 October 2023 (the "Election Cut-off Time"). Redeeming Shareholders should instruct their broker, bank or other institution through which they hold their depositary interests in Class A Ordinary Shares in time for these to be tendered through CREST before the Election Cut-off Time. Please note that brokers, banks or other institutions through which depositary interests in Class A Ordinary Shares are held will establish their own cut-off dates and times for the tender of such securities, which may be earlier than the Election Cut-off Time. Redeeming Shareholders should check with their broker, bank or other institution to determine the appropriate procedures. Class A Ordinary Shareholders who validly elect to redeem all or a portion of their depositary interests in the Class A Ordinary Shares on or before the Election Cut-off Time shall have such depositary interests in the Class A Ordinary Shares redeemed and payment in respect of such will be made by Link Market Services Trustees Limited, acting as Depositary as soon as possible on or after 26 October 2023. The final redemption price per Class A Ordinary Shareholders will be confirmed prior to payment within CREST.

If a holder of Class A Ordinary Shares does not wish to redeem any of their Class A Ordinary Shares, they do not need to submit a redemption election through CREST or take any other action. The redemption of the Class A Ordinary Shares held by a Class A Ordinary Shareholder does not trigger the repurchase or redemption of any Warrants held by such Class A Ordinary Shareholder. Accordingly, Class A Ordinary Shareholders whose Class A Ordinary Shares are redeemed by the Company will retain all rights to any public Warrants that they may hold at the time of such redemption.

Withdrawal of elections to redeem

Expected Timetable of Principal Events1

The milestones in respect of the Extension are as shown below.

1 All dates are indicative and subject to change. All times are London time.

Further announcements will be made in due course.