Beryl 8 Plus Public Company Limited (SET:BE8) agreed to acquire Bay Computing Company Limited from Supachai Buristrakul, Nida Tangwongsiri, Avirut Liangsir and Keymaker Venture Capital Company Limited for approximately THB 1800 million on December 29, 2022. Keymaker Venture Capital Company Limited holds 86% and Supachai Buristrakul, Nida Tangwongsiri, Avirut Liangsir holds 14% of Bay Computing. Beryl 8 will pay compensation in cash at 17,857.14 Baht per share or THB 200 million of 11200 shares to BAYCOMS shareholders according to the share purchase agreement.

The source of funds for the compensation will be from the proceeds from the capital increase and the initial public offering (IPO) as stated in the IPO Purpose of Funds, The Company will purchase 68,800 BAYCOMS shares and complete the entire business transfer (EBT) from Keymaker Venture Capital Company Limited (“Holding”), which means all current and future assets, liabilities, rights, obligations, and responsibilities as of the entire business transfer date; Holding must have no liabilities and transfers only BAYCOMS common stock as of the date of business transfer. As result, the Company will receive the transfer of 68,800 common shares at a price of THB 18,023.26 per share or THB 1239.9 million (the Entire Business Transfer) by paying compensation of 26,050,420 BE8 ordinary shares at a par value of THB 0.50 per share, or 10.83 percent of the Company's paid-up capital after increasing the paid-up capital for this transaction and the issuance of newly issued shares through Private Placementas a payment for share purchase of Extended IT Resource Company Limited. Upon the transaction, Mr. Supachai Buristrakul will be appointed as a director of the Company through either one of a consideration processes; (1) An appointment of two new directors (resulting of total eleven directors), which are Mr. Supachai Buristrakul and another independent director (or) (2) An appointment on Mr. Supachai Buristrakul as BE8 director replacing one of current nine directors.

Upon the transaction completion, it will negatively affect for current BE8 shareholders on the voting rights (Control Dilution), the profit sharing (Earnings Dilution), and the price dilution by 10.83%, 10.83%, and 1.08% respectively. Nevertheless, the shareholder will benefit on the purchase of BAYCOMS's ordinary shares over the dilution effect because BE8 will gain strong competitive advantage, higher revenue, and better corporate growth. After enter into the transaction, Holding and Holding shareholders, which are Mr. Supachai Buristrakul, Ms. Nida Tangwongsiri, and Mr. Avirut Liangsiri will acquire 26,050,420 newly issued ordinary shares of the Company at a par value of 0.50 Baht per share, equivalent to 10.83 percent of the paid-up capital of the Company after the capital increase for this transaction and the capital increase as a payment for shares of Extend IT Resource Company Limited.

Kudun and Partner Co., Ltd. acted as legal advisor to Bay Computing Company Limited on January 10, 2023.