flyExclusive SPAC Presentation Deck
TRANSACTION SUMMARY
Highly attractive valuation for an established operator in the private aviation sector
▪Total cash investment of up to $310 million(¹)
▪Current owners will retain 61.7% ownership at close(1)
▪Transaction is expected to close in 3Q 2023
▪Pre-transaction equity value of $600 million
SPAC Cash in Trust(1)
Convertible Notes (1)
Sponsor Shares (non-cash)(2)
Existing Shareholder Rollover Equity
Total Sources
Uses ($ in millions)
Cash to PF Balance sheet
Sponsor Shares (non-cash)(²)
Illustrative Transaction Expenses
$225.0
$85.0
$56.4
$600.0
$966.4
Capitalization
Share Price
Pro Forma Shares Outstanding
Equity Value (3)
Less: Pro Forma Net Cash (4)
PF Enterprise Value
$295.0
$56.4
$15.0
Equity Purchase Price
$600.0
$966.4
Total Uses
Note: (1) As of June 1, 2023, cash in trust amounted to $43.3 million. Total cash assumes flyExclusive equity holders do not exercise right to have
repurchased up to $20 million of shares at closing at $10.00 per share (repurchase amount scales based on total cash in excess of $85 million per Equity
Purchase Agreement)). Pro forma equity ownership does not reflect 11.8 million of warrants outstanding at $11.50 per share. (2) Illustrative share value at
transaction close (non-cash), sponsor shares locked-up for 3 years. (3) Equity Value exclusive of Sponsor Promote. (4) PF Net Cash includes $249.6m in
existing debt, and -$92.6m of existing cash and marketable securities on the balance sheet as of December 31st, 2022.
28.9%
Pro-Forma Ownership (%)(¹)
9.4%
61.7%
$10.0
96.6
$909.6
$223.6
$686.0
▪ FlyE
Shareholders
▪ EGA Public
Shareholders and
Convertible Notes
▪ EGA Sponsor
Shares
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