Playboy SPAC Presentation Deck
PLAYBOY 2020
3
Legal Disclaimer (Continued)
Financial Information; Non-GAAP Financial Measures
The financial information and data contained in this Presentation is unaudited and does not conform to Regulation S-X. Accordingly, such information and data may not be included in, may be adjusted in or may be
presented differently in, any proxy statement/prospectus or registration statement to be filed by MCAC with the SEC, and such differences may be material. In particular, all Playboy historical financial information
included herein is preliminary and subject to change pending finalization of the audits of Playboy and its subsidiaries as of and for the years ended December 31, 2019 and December 31, 2018 in accordance with
PCAOB auditing standards, including without limitation the adoption and application of FASB ASC Topic 606, Revenue From Contracts With Customers, which is expected to result in certain licensing revenue
recognition period to period timing differences from Playboy's historical revenue included in this Presentation.
Some of the financial information and data contained in this Presentation, such as Adjusted Revenue, Adjusted EBITDA and Adjusted EBITDA Margin, has not been prepared in accordance with United States generally
accepted accounting principles ("GAAP"). MCAC and Playboy believe that the use of these non-GAAP financial measures provides an additional tool for investors to use in evaluating historical or projected
operating results and trends in and in comparing Playboy's financial measures with other similar companies, many of which present similar non-GAAP financial measures to investors. Management does not consider
these non-GAAP measures in isolation or as an alternative to financial measures determined in accordance with GAAP. The principal limitation of these non-GAAP financial measures is that they exclude significant
expenses and revenue that are required by GAAP to be recorded in Playboy's financial statements. In addition, they are subject to inherent limitations as they reflect the exercise of judgments by management about
which expense and revenue items are excluded or included in determining these non-GAAP financial measures. In order to compensate for these limitations, management presents historical non-GAAP financial
measures in connection with GAAP results. You should review Playboy's audited financial statements, which will be included in the Proxy Statement (as defined below). However, not all of the information necessary
for a quantitative reconciliation of the forward-looking non-GAAP financial measures to the most directly comparable GAAP financial measures is available without unreasonable efforts at this time.
Important Information About the Proposed Business Combination and Where to Find It
In connection with the Proposed Business Combination, MCAC intends to file a proxy statement (the "Proxy Statement") with the SEC, which will be distributed to holders of MCAC's common stock in connection
with MCAC's solicitation of proxies for the vote by MCAC's stockholders with respect to the Proposed Business Combination and other matters as described in the Proxy Statement. MCAC will mail a definitive proxy
statement, when available, to its stockholders. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE PROXY STATEMENT, ANY AMENDMENTS THERETO AND ANY OTHER DOCUMENTS FILED WITH THE SEC
CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT MCAC, PLAYBOY AND THE PROPOSED BUSINESS COMBINATION. Investors
and security holders may obtain free copies of the preliminary proxy statement and definitive proxy statement (when available) and other documents filed with the SEC by MCAC through the website maintained by
the SEC at http://www.sec.gov, or by directing a request to MCAC at 311 West 43rd Street, 12th Floor, New York, NY 10036.
INVESTMENT IN ANY SECURITIES DESCRIBED HEREIN HAS NOT BEEN APPROVED OR DISAPPROVED BY THE SEC OR ANY OTHER REGULATORY AUTHORITY NOR HAS ANY AUTHORITY PASSED UPON OR ENDORSED
THE MERITS OF THE OFFERING OR THE ACCURACY OR ADEQUACY OF THE INFORMATION CONTAINED HEREIN. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
Participants in the Solicitation
MCAC and Playboy and their respective directors and certain of their respective executive officers and other members of management and employees may be considered participants in the solicitation of proxies
with respect to the Proposed Business Combination. Information about the directors and executive officers of MCAC is set forth in its final prospectus dated June 5, 2020. Additional information regarding the
participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be included in the proxy statement/prospectus and other relevant materials to be
filed with the SEC regarding the Proposed Business Combination when they become available. Stockholders, potential investors and other interested persons should read the proxy statement/prospectus carefully
when it becomes available before making any voting or investment decisions. You may obtain free copies of these documents as indicated above.
No Offer or Solicitation
This Presentation shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities will be made except by means of a prospectus meeting the requirements of Securities Act of
1933, as amended, or an exemption therefrom.
Trademarks
This Presentation contains trademarks, service marks, trade names and copyrights of MCAC, Playboy and other companies, which are the property of their respective owners.View entire presentation