Embark SPAC Presentation Deck
Transaction
Overview
• After giving effect to the
transaction (1), Combined Co. will
have $613mm of cash (³) to
pursue its go-to-market strategy
and consolidate its market
leadership position
$4.25bn pre-money valuation
supporting $5.2bn pro forma
equity value
● 1.6x of 2025E Revenue
• Proceeds raised are expected
to fully fund capital expenditures
through 2024 and are 100%
primary
• The transaction is expected to
close Q3 2021
11
NORTHERN
GENESIS II
Illustrative Transaction Sources and Uses
Total Sources
Northern Genesis II Cash in Trust (1)
PIPE (2)
Northern Genesis II Founder Shares (4)
Stock Consideration to Existing Embark SH
Total Sources
Total Uses
Cash to Balance Sheet
Northern Genesis II Founder Shares(4)
Stock Consideration to Existing Embark SH
Estimated Fees and Expenses
Total Uses
Pro Forma Valuation
Pro Forma Shares Outstanding
Illustrative Share Price
Pro Forma Equity Value
(-) Pro Forma Cash (³)
Pro Forma Enterprise Value
($mm)
$414
200
100
4,250
$4,964
($mm)
$531
100
4,250
83
$4,964
($mm)
515.8
$10.00
$5,158
(613)
$4,545
$2,771
1.6x
Pro Forma Ownership(1)(5) @ $10.00 per Share
Pro Forma Ownership
Shares (mm)
41.4
NGAB Shareholders
PIPE Investors(2)
20.0
10.0
444.5
515.8
Founder Shares(4)
Existing Embark SH(5) (6) (7)
Total Shares
86%
8%
4%
2%
% O/S
■
8.0%
3.9
1.9
86.2
100.0%
▪ NGAB Shareholders
PIPE Investors
▪ Founder Shares(4)
Existing Embark SH (5)(6)(7)
2025E Revenue
EV / 2025E Revenue
(1) Assumes no redemptions by SPAC shareholders.
(2) Includes $40mm of FPA subscriptions.
(3) Includes $82mm of existing balance sheet cash, including proceeds from a convertible note.
(4) Excludes 0.4mm Founder Shares forfeited due to FPA subscription to PIPE.
(5)
Excludes PSU awards to Alex Rodrigues and Brandon Moak that will collectively represent an aggregate amount of up to 10% of the fully-diluted shares outstanding immediately
following closing and that are anticipated to vest at escalating thresholds starting at approximately $20/share up to a maximum of approximately $100/share. Excludes the impact
of up to 2.9mm existing Embark shares underlying equity awards that can be issued prior to closing. Excludes the new, to be established, equity incentive plan (10% of FD shares
outstanding immediately following closing + 5% evergreen) and ESPP (2% of FD shares outstanding immediately following closing + 1% evergreen).
(6) Embark currently has 149.1mm diluted shares outstanding that will be fully converted into NG shares at close, of which 141.2mm are fully vested. This Includes 5.9mm existing
Embark shares underlying options and warrants, 3.9mm existing Embark shares underlying granted options, 2.8mm existing Embark shares promised but not yet granted shares
to new employees and 1.2mm Embark shares issuable upon conversion of an outstanding convertible note immediately prior to close.
(7) Founders Alex Rodrigues and Brandon Moak, who collectively own approximately 25% of the Company on an as-converted basis pre-closing, will receive shares of Class B
Common Stock of NGAB in the transaction, which shares of Class B Common Stock carry 10 votes per share (relative to one vote per share of Class A Common Stock of NGAB).
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