flyExclusive SPAC Presentation Deck slide image

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 flyexclusive 37
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