Covalto SPAC Presentation Deck

Disclaimer FORWARD-LOOKING STATEMENTS All statements other than statements of historical facts contained in this Presentation are forward-looking statements. Forward-looking statements may generally be identified by the use of words such as "believe," "may," "will." "estimate," "continue," "anticipate," "intend," "expect," "should," "would," "plan," "project," "forecast," "predict," "potential," "seem," "seek," "future," "outlook," "target" or other similar expressions that predict or indicate future events or trends or that are not statements of historical matters. These forward-looking statements include, but are not limited to, statements regarding estimates and forecasts of other financial and performance metrics, projections of market opportunity and market share. These statements are based on various assumptions, whether or not identified in this Presentation, and on the current expectations of the Company's and LIVB's management and are not predictions of actual performance. These forward-looking statements are provided for illustrative purposes only and are not intended to serve as, and must not be relied on by any investor as a guarantee, an assurance, a prediction or a definitive statement of fact or probability. Actual events and circumstances are difficult or impossible to predict and may differ from assumptions, and such differences may be material. Many actual events and circumstances are beyond the control of the Company and LIVB. These forward-looking statements are subject to a number of risks and uncertainties, including changes in domestic and foreign business, market, financial, political and legal conditions: the inability of the parties to successfully or timely consummate the Proposed Business Combination, including the risk that any required regulatory approvals are not obtained, are delayed or are subject to unanticipated conditions that could adversely affect the combined company or the expected benefits of the Proposed Business Combination or that the approval of the shareholders of the Company or LIVB is not obtained; the failure to realize the anticipated benefits of the Proposed Business Combination; risks relating to the uncertainty of the projected financial information with respect to the Company; risks related to the development and commercialization of the Company's technology and the timing and achievement of expected business milestones; the effects of competition on the Company's business; the amount of redemption requests made by LIVB's public shareholders; the ability of LIVB or the combined company to issue equity or equity-linked securities or obtain debt financing in connection with the Proposed Business Combination or in the future and those factors discussed in LIVB's final prospectus and 10-Q, filed with the SEC on February 7, 2022 and May 12, 2022, respectively, under the heading "Risk Factors," and other documents of LIVB filed, or to be filed, with the SEC. If any of these risks materialize or LIVB's or the Company's assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements. There may be additional risks that neither LIVB nor the Company presently know or that LIVB and the Company currently believe are immaterial that could also cause actual results to differ from those contained in the forward-looking statements. In addition, forward-looking statements reflect LIVB's and the Company's expectations, plans or forecasts of future events and views as of the date of this Presentation. LIVB and the Company anticipate that subsequent events and developments will cause LIVB's and the Company's assessments to change. However, while LIVB and the Company may elect to update these forward-looking statements at some point in the future, LIVB and the Company specifically disclaim any obligation to do so. These forward-looking statements should not be relied upon as representing LIVB's and the Company's assessments as of any date subsequent to the date of this Presentation. Accordingly, undue reliance should not be placed upon the forward-looking statements. PRELIMINARY FINANCIAL INFORMATION This presentation includes the Company's preliminary estimated unaudited financial results for 2021. The financial information for 2021 is unaudited and reflects the Company's estimates based on the most current information available to management. The estimates are preliminary, subject to completion of the Company's financial closing procedures and may be revised as a result of management's further review of the results. During the course of the preparation of the Company's 2021 consolidated financial statements, the Company may identify items that require material adjustments to the preliminary estimated financial information in this Presentation. These preliminary estimated financial results are not a comprehensive statement of the Company's financial results for 2021, and the Company's actual results may differ materially from these estimates as a result of the completion of the Company's financial closing procedures, final adjustments, the audit and other developments that may arise between now and the time the financial results for 2021 are finalized. PRO FORMA FINANCIAL INFORMATION This presentation contains unaudited pro forma financial information reflecting the Company's acquisition of Banco Finterra S.A., Institución de Banca Multiple ("Banco Finterra"). Such financial information has not been audited, reviewed or verified by any independent accounting firm. The inclusion of pro forma financial information in this presentation should not be regarded as a representation or warranty by the Company or any other person as to the accuracy or completeness of such information's portrayal of the financial condition or results of operations of Banco Finterra; is not intended to represent or be indicative of the results of operations or financial position that the Company would have reported had the acquisition of Banco Finterra been completed as of the dates and for the periods presented herein; and should not be taken as representative of the Company's results of operations or financial condition following the completion of the transactions described in this presentation. USE OF PROJECTIONS Company. Such projected financial informat constitutes This Presen contains projected financial information with respect d-looking information, for illustrative purposes only and should not be relied upon as necessarily being indicative of future results. The assumptions and estimates underlying such financial forecast information are inherently uncertain and are subject to a wide variety of significant technical, business, economic, competitive and other risks and uncertainties that could cause actual results to differ materially from those contained in the prospective financial information. See the "Forward-Looking Statements" paragraph above for a description of many of such risks and uncertainties. Actual results may differ materially from the results contemplated by the financial forecast information contained in this Presentation, and the inclusion of such information in this Presentation should not be regarded as a representation by any person that the results reflected in such forecasts will be achieved. Neither LIVB's nor the Company's independent auditors have audited, reviewed, compiled or performed any procedures with respect to the projections for the purpose of their inclusion in this Presentation, and accordingly, neither of them expressed an opinion or provided any other form of assurance with respect thereto for the purpose of this Presentation. FINANCIAL INFORMATION; NON-GAAP FINANCIAL MEASURES The financial information and data contained in this Presentation is unaudited and reflects the pro forma results of the Company. Further, the financial information does not conform to Regulation S-X promulgated under the Securities Act. 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 LIVB with the SEC. Some of the financial information and data contained in this Presentation, such as Adjusted Net Revenue, Adjusted Gross Profit, have not been prepared in accordance with United States generally accepted accounting principles ("GAAP"). LIVB and the Company believe these non-GAAP measures of financial results provide useful information to management and investors relating to the Company's potential future results of operations. 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 income that are required by GAAP to be recorded in the Company's financial statements. In addition, they are subject to inherent limitations as they reflect the exercise of judgments by management about which expense and income are excluded or included in determining these non-GAAP financial measures.