GLAAM Company Overview slide image

GLAAM Company Overview

BUSINESS COMBINATION OVERVIEW ILLUSTRATIVE SPAC IPO TRANSACTION FRAMEWORK ($ in millions) Pro Forma Valuation Sources Share Price ($ per share) 4 $10.60 GLAAM Shares (Rollover Equity) $187 63% Shares Outstanding (million) 35.3 Estimated JGGC SPAC Cash in Trust¹ 108 37% Equity Value $375 Total Sources $295 100% Less: Transaction Cash to Balance Sheet (59) Uses Plus: Minority Interests5 2 Plus: Debt 7 Equity Consideration to GLAAM $187 63% Enterprise Value $325 Cash to Balance Sheet (Primary Growth Capital) 59 20% Estimated Transaction Fees & Expenses² Debt Paydown³ Total Uses 30 10% 19 7% 16.3% $295 100% 1. Assumes no further redemptions by JGGC's existing public shareholders and continued interest accrual through closing, equating to ~$10.74/share. 2. Includes banker fees, JGGC expenses and GLAAM expenses. 3. 4. JGGC assumes ~$19 million of current corporate debt paid down at close, per management presentation. Fixed at $10.60 per terms of the BCA. 5. 6. 7. GLAAM owns 80.6% of G-Smatt Europe ("GSE") and 54.6% of G-Smatt America ("GSA") and therefore consolidates these entities. To calculate the enterprise value of GLAAM, the estimated FMV of these minority interests not owned by GLAAM are included. Pro Forma Existing Shareholders share count calculated based on Share Consideration of $186.6 million and a price per share of $10.60. JGGC SPAC Investors and Sponsor share count is fixed based on the full existing share count of 10.1 million public shares, ~1.92 million shares issuable upon conversion of JGGC rights, and 5.75 million shares for the SPAC Investors and SPAC Sponsor, respectively. Pro Forma share count excludes SPAC Public and Private Warrants, SPAC Sponsor Earnout, the Seller Earnout, and certain other convertible securities. GLAAM 33.9% PRIVATE AND CONFIDENTIAL // 40 Pro Forma Ownership Structure 6,7 49.8% ■ GLAAM Shareholders ■ JGGC Public Shareholders ■ JGGC Sponsor ◉CAPTIVISION
View entire presentation