Marti Investor Presentation Deck slide image

Marti Investor Presentation Deck

Detailed transaction overview ● Key Metrics Expected pro forma enterprise value of ~$549.3 million at closing Implied pro forma enterprise value of 4.0x FD¹ net revenue of $138 million and 9.3x FD¹ EBITDA of $59 million Marti pre-deal equity holders will initially receive 45 million shares (implying 71% of PF non-diluted shares outstanding), and will be issued 9 million shares at a $20.00 post-close share price Under the MIP, Marti management will receive incremental shares of 10% of total shares outstanding on a four year vesting schedule Under the LTIP, Marti management will receive incremental shares of 2-12% of total shares outstanding triggered by share price milestones between $12.50 - $25.00 per share Cash Held in Trust Sources ($, million) Issuance of Shares Convertible Note Proceeds (committed) Additional Financing (including incremental Convertible Note Proceeds) Total Sources Equity Value (+) debt² (-) cash² 147.2 Enterprise Value 450.0 62.0 88.0 Pro-Forma Capitalization ($, million) 747.2 629.7 161.4 (241.8) 549.3 Uses ($, million) Cash to Balance Sheet Existing Marti Shareholders Fees and Expenses Total Uses Target 59.2% 287.2 Convt4 17.2% 450.0 10.0 Pro-Forma Diluted Ownership Breakdown³ 747.2 SPAC Sponsor Public 4.7% 18.9% Source: Marti projected financials. Note: Assumes no redemptions from trust account. 1. FD refers to Fully Deployed figures for the 12 months immediately following the consummation of the Business Combination that Marti would be expected to achieve if only the proceeds from the approximately $62.0 million in convertible note PIPE commitments plus assumed additional financing, including incremental PIPE commitments of up to approximately $88.0 million to be raised post-announcement were to be deployed towards purchasing e-scooters, e-mopeds and e-bikes immediately upon receipt. There is no guarantee that incremental convertible note PIPE commitments will be raised post-announcement. PIPE commitments are subject to a $150 million minimum cash condition. 2. As of September 2023 (estimated closing). Cash also includes De-SPAC proceeds and Marti's cash and cash equivalents. 3. Pro-Forma Diluted Ownership Breakdown includes warrants. 4. Convertible note ownership breakdown assumes a full $150 million PIPE raise. 44
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