Hyzon SPAC Presentation Deck
Pro Forma Equity Ownership
US$ in millions, unless otherwise stated
Cash Sources and Uses
SOURCES
SPAC Cash In Trust¹
PIPE Proceeds
Total
■
$226
■
400
$626
USES
Cash to Balance Sheet¹
Deal Expenses
Total
$576
Commentary
All existing Hyzon shareholders will roll their interests into the pro forma company,
with no shareholders cashing out
50
$626
Hyzon shareholders to receive up to three earn-outs of 9 million, 9 million and 5.25
million shares, triggered, respectively, if Hyzon's shares trade at or above $18.00,
$20.00 and $35.00 per share for 20 out of 30 consecutive days during the 5-year
period from closing, signaling strong conviction from existing shareholders in path to
share price application
Sponsor has agreed to convert 25% of its Private Placement Warrants into two equal
earn-outs with $12.00/share and $14.00/share thresholds that must be met during
the 5 years after the 1st anniversary of the closing, and to subject the remaining 75%
to a 12-month lockup unless the common stock trades above $11.50/share for 20 of
30 consecutive days
Capitalization
SHARE PRICE
Pro Forma Shares Outstanding²
Equity Value
Plus: Existing Net Debt
Less: Cash to Balance Sheet¹
Enterprise Value
Pro Forma Ownership²,3
Hyzon Existing
Shareholders4
75%
FINANCIALS
$10.00
268.2
$2,682
0
576
$2,106
SPAC Shareholders
8%
SPAC
Founder Shares
2%
1 Assumes no redemption by SPAC's public stockholders. 2 Comprised of 200.0 million shares owned by existing Hyzon shareholders, 40.0 million PIPE shares, 22.6 million DCRB shares outstanding and 5.6 million Founder Shares
outstanding. Shares to be owned by Hyzon shareholders subject to adjustment pursuant to definitive documents. DCRB shares outstanding subject to exercise of redemption rights in connection with DCRB stockholder vote.
3 Excludes public and private warrants of DCRB. 4 Horizon to own >50% of pro forma entity.
HYZON | DCRB+
PIPE Investment
15%
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