Rezolve's Business Expansion and Financial Performance
Transaction Overview
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•
Transaction Highlights
$1,851M Enterprise Valuation to Market
☐ 8.4x 2022E Revenue of $219MM
☐
3.8x 2023E Revenue $486MM
Implied pre-money market capitalization of $1,750M
☐
Implied pro forma market capitalization of $2,005M
$154.7M of cash held on the pro forma balance sheet
Rezolve shareholders rolling 100% of their equity and will own a pro forma equity
ownership of 87.3%
• Armada will receive 2 of 9 board seats
Pro Forma Valuation
Implied Sources & Uses
Sources
($M)
Uses
($M)
Rezolve Rollover
$1,750
Equity to Rezolve
$1,750
Cash in Trust
150
Cash to Balance Sheet
151
PIPE
21
Transaction Expenses
40
Convert
20
Total
$1,941
Total
$1,941
Pro Forma Ownership
3
5
2
Shares (M)
% Own.
PF Shares Outstanding (M)
Share Price ($)
PF Equity Value ($M)
(+) Existing Debt ($M)
(-) PF Cash ($M)
PF Enterprise Value ($M)
Assumptions:
200.5
1
Rezolve Rollover Equity
175.0
87.3%
$10.00
$2,005
2
Armada Shareholders
15.0
7.5%
$0.0
Pro Forma
3
Sponsor Shares
5.6
2.8%
Ownership
($154.7)
$1,851
4
Conv. Investors
2.9
1.5%
$4.2M of cash on the balance sheet as of 9/30/2021. No debt.
5
PIPE Investors
2.1
1.0%
•
200.5M pro forma shares outstanding at $10.00 per common share
.
•
Assumes zero redemptions from the cash in trust. Excludes interest earned in the trust. SPAC cash amount subject to change depending on the actual interest earned in the trust
Excludes 7.50M warrants held by public shareholders. All warrants have a strike price of $11.50 per common share
Convertible note assumes a $7.00 conversion price and a 5.0% coupon for a 6-month duration
5
rezolve
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