Reviva Pharmaceuticals, Inc. entered into a letter of intent to acquire Tenzing Acquisition Corp. (NasdaqCM:TZAC) for $64 million in a reverse merger transaction on March 12, 2020. Reviva Pharmaceuticals, Inc. entered into a definitive agreement to acquire Tenzing Acquisition Corp. (NasdaqCM:TZAC) in a reverse merger transaction on July 20, 2020. Reviva's stockholders will receive 5.8 million shares valued at $62.4 million of Tenzing common stock, and Reviva's outstanding options and warrants to acquire capital stock of Reviva will be assumed by Tenzing. Additionally, the former Reviva stockholders will have the ability to earn an additional one million shares of Tenzing common stock after the closing if certain stock price and product development milestones are met within three years after the closing. Assuming no redemptions by Tenzing shareholders and assuming no other equity issuances by Tenzing, immediately following the closing, the pre- closing shareholders of Reviva and Tenzing are expected to hold approximately 51.8% and 48.2% of the issued and outstanding shares of the combined company, respectively. As part of fundraising plans, it is anticipated to raise $34.5 million in funding from Tenzing's trust, which is subject to reduction from redemptions by stockholders, and potential equity financing investments that are not committed. Also seeks to raise approximately $5 million in debt financing post closing and $5 million in licensing deals for Asia and South America post closing.

All cash remaining in Tenzing at the closing after paying off transaction expenses and Tenzing liabilities is expected to be used for Reviva's growth and development. In connection with the closing of the transactions contemplated by the merger agreement, Tenzing will reincorporate from the British Virgin Islands to the State of Delaware, and a newly formed Delaware subsidiary of Tenzing will merge with and into Reviva. Tenzing will change its name to Reviva Pharmaceutical Holdings, Inc. Tenzing has applied for the listing of the common stock and warrants of the Company on Nasdaq following the completion of the Business Combination under the symbols “RVPH” and “RVPHW,” respectively. If the Merger Agreement is terminated by Tenzing as a result of a willful uncured material breach by Reviva then Reviva must pay Tenzing a termination fee of $1 million within five business days after termination. If the Merger Agreement is terminated by Reviva as a result of a willful uncured material breach by Tenzing, Tenzing will pay Reviva a termination fee equal to Reviva's expenses incurred in connection the transactions, up to a maximum of $0.25 million.

Board of Directors of the combined company will consist of a minimum of five member, initially consisting of three Directors designated by Reviva and 2 Directors designated by Tenzing. The Board of Advisors of the resulting issuer are expected to be Daphne Karydas, John M. Kane, Leslie Citrome, Martin Kolb and Roham Zamanian. Following the closing of the Transaction, the Resulting Issuer will be led by Reviva's current management team, with Laxminarayan Bhat as President, Chief Executive Officer and Director, and Marc Cantillon, Managing Director of Reviva, as the Chief Medical Officer. Parag Saxena will continue to serve as the Chairman of the Board of Directors post- closing. Les Funtleyder will join the Board of Directors of the combined public company following the completion of the transaction subject to the approval of his election by Tenzing's shareholders at the special meeting of Tenzing's shareholders that will be held to approve the transaction and related matters. Richard Margolin, Purav Patel and Les Funtleyder will serve as directors of combined company post closing of the transaction. As of November 5, 2020, Narayan Prabhu will join the combined public company as Chief Financial Officer following the completion of Tenzing's proposed business combination with Reviva.

The transaction is subject to approval of Tenzing's and Reviva's shareholders, the effectiveness of the Registration Statement, expiration of any applicable waiting period under any antitrust laws, regulatory approvals, upon the Closing, after giving effect to the completion of the Redemption, the Tenzing having net tangible assets of at least $5 million. The absence of any pending claim, demand, action, litigation complaint, or other proceeding by or before a governmental authority seeking to enjoin the consummation of the merger and the other transactions, the Conversion having been consummated, the members of the Post-Closing Board shall have been elected or appointed as of the closing, Laxminarayan Bhat employment agreement, escrow agreement, Tenzing and Reviva  having received a Lock-Up Agreement for each Significant Stockholder, duly executed by such Significant Stockholder, and each Lock-Up shall be in full force and effect as of the closing, execution of Non-Competition Agreement with Laxminarayan Bhat shall be in full force and effect. The closing is subject to certain conditions and not subject to any minimum cash requirements for Tenzing.

Tenzing's board of directors unanimously recommends that Tenzing's shareholders vote for each of the Proposals to be presented to them. As per filing dated August 25, 2020, special meeting of Tenzing's shareholders for the approval of extension of the completion date of the business combination to December 28, 2020 will be held on September 24, 2020. The registration statement became effective on November 10, 2020. As of November 12, 2020, the extraordinary general meeting of shareholders of Tenzing Acquisition Corp. will be held on December 8, 2020 to approve the merger. As of December 8, 2020, the shareholders of Tenzing Acquisition Corp. approved the transaction. The transaction is currently expected to close in September 2020 or the fourth quarter of 2020. As per filing on July 29, 2020, the transaction is expected to close no later than September 25, 2020.

Maxim Group LLC acted as the financial advisor to Tenzing. Stuart Neuhauser, Tamar Donikyan, Wei Wang, Barry I. Grossman and Matthew A. Gray of Ellenoff Grossman & Schole LLP acted as Tenzing's U.S. legal advisors, and Michael Killourhy and Simon Schilder of Ogier acted as its British Virgin Islands legal advisors. Steven Skolnick, Alan Wovsaniker and Valeska Pederson Hintz of Lowenstein Sandler LLP is acting as U.S. legal advisors to Reviva. Mark Zimkind of Continental Stock Transfer & Trust Company acted as transfer agent for Tenzing. Advantage Proxy, Inc. represented by Karen Smith acted as proxy solicitor and information agent for Tenzing.