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.
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