Parallel entered into a definitive business combination agreement to acquire Ceres Acquisition Corp. (NEOE:CERE.U) in a reverse merger transaction on February 21, 2021. Ceres has agreed to acquire Parallel at an implied enterprise value of $1.884 billion, and has received commitments from a group of investors in an over-subscribed PIPE of $225 million at a price of $10 per share issuable immediately prior to, and conditional on, completion of this business combination with Parallel. Ceres to assume $348 million in debt from Parallel: $165.4 million in senior secured notes, $150 million in junior notes, $32.5 million in promissory notes. Parallel shareholders will own 81% stake in combined entity. Combined public company expected to have $430 million cash balance at close, including $225 million from the PIPE and $120 million of cash held in Ceres’ escrow account assuming no redemptions. The post-combination company will be a U.S. domestic corporation for U.S. federal income tax purposes. Parallel becoming a publicly traded company to be listed on the Canadian NEO exchange upon completion of the transaction. The combined publicly listed company is anticipated to have Class A subordinate voting stock and Class B multiple voting stock. The Class B multiple voting stock will have 15 votes per share and will be held by Beau Wrigley and his affiliate entities upon close. The Class A subordinate voting stock will have one vote per share and will be the publicly traded class of stock upon the closing of the transaction. Ceres Acquisition will change its name to “Parallel Brands, Inc.” In case of termination either party will be liable to pay termination fee of $59.73 million. Post-acquisition, Beau Wrigley will continue to serve as Parallel’s Chairman and Chief Executive Officer, Scooter Braun will serve as a Special Advisor. Ceres Acquisition Corp.’s Chief Executive Officer Joe Crouthers to become a Director of the combined public company, with an additional slate of 4 independent Directors with significant health and life sciences experience. Marina Bozilenko, Kevin Douglas, Sarah Hassan, Linda McGoldrick, Joe Crouthers and Phil Harris will constitute the Board of Directors. James Whitcomb, Parallel's Interim Chief Financial Officer, will continue in his role as Chief Development Officer. The transaction is subject to the satisfaction of certain conditions including but not limited to the approvals of U.S. state and local regulatory authorities, and the NEO Exchange and Canadian securities regulatory authority approvals, as well as certain third-party consents. The transaction is also subject to Ceres shareholder approval and Parallel stockholder approval, antitrust approvals, registration statement effectiveness, listing/approval of new shares on stock exchange, resignation of Ceres Directors, lock up agreement, execution of registration rights, and Parallel board resigns other then who will be continue to stand on the board. The transaction has been approved by the Board of Directors of Parallel and unanimously approved the Board of Directors of Ceres. The transaction is expected to close in first half of 2021 and in Summer 2021. Perella Weinberg Partners LP is serving as financial advisor and Alan I. Annex of Greenberg Traurig LLP and Michael Helsel of Greenberg, Traurig, PA and Sherri Altshuler of Aird & Berlis LLP are serving as legal advisors to Parallel. Canaccord Genuity Corp. is serving as financial and capital markets advisor and Thomas Poletti, Anita Famili Sabine and Dieu Nguyen of Manatt, Phelps & Phillips, LLP and Stikeman Elliott LLP are serving as legal advisors to Ceres. Alison S. Ressler and Matthew B. Goodman of Sullivan & Cromwell LLP represents Perella Weinberg Partners LP as financial adviser to Parallel.