Stryve Business Combination with Andina Acquisition Corp. III
Transaction Overview
Sources(1)
Andina Acquisition Corp III Cash Held in Trust (2)
Uses
$14
Cash to Balance Sheet
Sellers' Equity Roll-Over
117
Sellers' Equity
PIPE & Convertible Bridge Note - Common
(3)
53
Transaction Fees
(4)
Total Sources
$184
Total Uses
Pro Forma Valuation(5)
Stryve
($ in millions, except share values)
Illustrative Pro Forma Ownership
$58
117
9
$184
Pro Forma Shares Outstanding
21.43
Founder Shares,
Share Price
$10.00
6.3%
Implied Equity Value
$214
Cash on Balance Sheet at Closing
(58)
Estimated Debt at Close (6)
13
SPAC Public
Implied Total Enterprise Value
$170
Shareholders
(Including
Pro forma EV/2021F Net Revenue
3.7x
Rights, PIPE,
Conv. Note),
Pro forma EV/2021F Gross Profit
Pro forma EV/2022F Net Revenue
Pro forma EV/2022F Gross Profit
8.1x
37.2% (8)
1.8x
3.6x
SPAC Private
Placement Shares
(from IPO), 1.9%
Roll-over Equity
shares for
Company
Shareholders,
54.6% (7)
(1) The amounts from the various sources of cash may change based on (i) the amount of Public Stockholder redemptions prior to closing, and (ii) the then current markets for equity and debt
financing
Current cash in Trust is approximately $13.5M. Cash in Trust at Closing assumes redemptions of 0%
(2)
(3)
(4)
(5)
(6)
Total capital raised of ~$53M, comprised of (i) $42.5M PIPE at $10.00 per share funded at Business Combination and (ii) $10.6M unsecured convertible bridge note to be converted into equity
at $8.00 per share at Business Combination
Estimated SPAC related expenses, such as underwriter business combination fees, PIPE, legal and other expenses, and expenses of the Company
Assumes that there are no adjustments to Sellers Consideration; Assumes Insider shares and Private Rights to be reduced at Closing by 50%. Private Warrants also restructured by 50%
Debt at Closing estimated using (i) 2020YE non-convertible debt of $21.8M; adjusted by (ii) PPP loan forgiveness of about $1.7M; (iii) expected sale-lease back transaction of property for $7M 31
(7) Does not include shares of the equity incentive plan to be submitted for approval of shareholders of 12.5% of shares outstanding at Closing
(8)
Does not include 10.8M public warrants exercisable at $11.50 per share. Public Warrants have a non-cash exchange call option at $18.00 per share, which is equivalent to about 4M sharesView entire presentation