1847 Holdings LLC (NYSEAM:EFSH) agreed to acquire ICU Eyewear, Inc. from SF Equity Partners Management, LLC and others for $4.5 million on December 21, 2022. The consideration consists of $4 million in cash, minus any unpaid debt of ICU Eyewear and certain transaction expenses; unsecured subordinated promissory notes in the aggregate principal amount of $500,000, subject to adjustment which will be issued on the one-year anniversary of the effective time of the merger. 1847 Holdings will finance the acquisition will $5 million revolving credit line facility. The acquisition will be funded without the issuance of any common stock or dilutive equity. The closing of the deal is subject to completion of accounting and legal due diligence investigations; 1847 Holdings obtaining the requisite acquisition financing and any requisite approvals and customary closing conditions. The deal is expected to be completed during the first quarter of 2023. The transaction expected to be highly accretive with projected EBITDA of $2 million in 2022.

On February 9, 2023, the parties entered into a first amendment to agreement and plan of merger to amend certain terms of the agreement and plan of merger. On February 9, 2023, closing of the transactions contemplated by the agreement and plan of merger, as amended, was completed. Pursuant to the Merger Agreement, Merger Sub merged with and into ICU Eyewear, with ICU Eyewear surviving the merger as a wholly owned subsidiary of 1847 ICU. Threadstone Capital, LLC acted as financial advisor to Threadstone Capital, LLC.