Eleusis SPAC slide image

Eleusis SPAC

Transaction Details Transaction summary Pro forma enterprise value of $446 million with 100% rollover by existing Eleusis equityholders(¹) Eleusis equityholders to receive additional earnout shares at closing equal to approximately 14% of an adjusted measure of pro forma enterprise value, vesting: 20% at $12.50, 30% at $15.00 and 50% at $17.50 within three years after closing Up to 3.5 million founder shares subject to forfeiture based on total cash delivered ($ in millions) Sources Cash in trust Total uses Uses Cash to balance sheet Estimated transaction fees and expenses Total uses eleusis $288 $288 $258 $30 $288 Pro forma valuation ($M except per share values) Illustrative share price Pro forma shares outstanding (M) Total equity value Net cash on balance sheet Total enterprise value Pro forma ownership SPKB sponsors 10% SPKB shareholders 41% $10.00 70.9 $709 ($263) $446 Existing Eleusis shareholders 49% Note: Assumes no redemptions by SPKB shareholders and cash on Eleusis's balance sheet of $5.5 million, as of 12/31/2021. Excludes the impact of any incremental financing between announcement and close. Assumes 35.0 million shares to existing Eleusis equityholders, 28.8 million shares to existing SPKB shareholders, and 7.2 million shares to SPKB's sponsor. Excludes earnout consideration to existing Eleusis equityholders and impact of equity incentive plan, employee stock purchase plan and management LTIP (up to 3% of fully diluted shares outstanding, with 25% vesting at $15.00, 25% vesting at $20.00 and 50% vesting at $30.00). Also excludes impact of unvested rollover options representing approximately 10% of Eleusis's fully diluted shares outstanding as of January 2022. Excludes impact of 7.2 million public warrants and 5.2 million private placement warrants struck at $11.50. 1) If additional financing raised by Eleusis via equity or equity-linked securities, such investors will also roll 100% of the financing into the pro forma company. 34
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