SPAC Presentation
Procaps' Transaction Process
Shareholder Structure
Pre-Transaction
Minski
Family
69%
Post Transaction ¹,2
Minski
Family
55%
Alejandro
Weinstein
Controlled Entities
17%
PROCAPS
GROUP
Alejandro
Weinstein
Controlled Entities
14%
00000
IFC
14%
IFC
6%
PROCAPS
GROUP
UAC II
Sponsor
3%
UAC II
Shareholders
13%
Free-float
PROCAPS
PIPE
Investors
9%
GROUP
Source: Procaps
Note: (1) $236 mm in sources following $64 mm in SPAC redemptions, no warrants redemption, $60 mm secondary sale. Actual results in connection with the business combination may differ; (2) The post-transaction ownership
figures set forth herein do not take into account certain shares owned by UAC II shareholders and Procaps shareholders that will be placed into escrow and subject to release upon satisfaction of certain conditions. As part of the
transaction, 10,464,612 shares will be issued to the shareholders of Procaps and placed into an escrow account at closing of the transaction. 50% of these shares will be released if the last sale price of the shares equals or
exceeds $12.50 per share for any 20 trading days within any 30-day trading period and the remaining 50% will be released if the last sale price of the shares equals or exceeds $13.00 per share for any 20 trading days within any
30-day trading period. In addition, UAC II shareholders have agreed to place 2,875,000 of their private warrants and 1,250,000 of their shares into an escrow account at closing of the transaction. 50% of the escrowed shares will
be released if the last sale price of the shares equals or exceeds $12.50 per share for any 20 trading days within any 30-day trading period and the remaining 50% will be released if the last sale price of the shares equals or
exceeds $13.00 per share for any 20 trading days within any 30-day trading period. Any shares released from these escrow arrangements will remain subject to any applicable lock-up. Both the Procaps and UAC II shareholders
that own these escrowed shares will retain their economic interests in, and be able to vote, such escrowed shares while they remain in escrow.
*
6View entire presentation