Arrival SPAC Presentation Deck slide image

Arrival SPAC Presentation Deck

INVESTOR PRESENTATION Disclaimer (2/2) ΑΓΓΙVAL While the Company believes that each of these publications has been prepared by a reputable source, none of the Company, Kensington, NewCo or any of their respective Affiliates, members, directors, officers or employees or any other person have independently verified the market data and other information on which third parties have based their studies or make any representation or give any warranty as to the accuracy or completeness of such information. Accordingly, reliance should not be placed on any of the industry, market or competitive position data contained in this presentation. Trade Marks and Trade Names The Company and Kensington own or have rights to various trademarks, service marks and trade names that they use in connection with the operation of their respective businesses. This presentation also contains trademarks, service marks and trade names of third parties, which are the property of their respective owners. The use or display of third parties' trademarks, service marks, trade names, or products in this presentation is not intended to, and does not, imply a relationship with the Company or Kensington, or an endorsement or sponsorship by or of the Company or Kensington. Solely for convenience, the trademarks, service marks and trade names referred to in this presentation may appear without the ®, TM or SM symbols, but such references are not intended to indicate, in any way, that the Company or Kensington will not assert, to the fullest extent under applicable law, their rights or the right of the applicable licensor to these trademarks, service marks and trade names. Forward-Looking Statements This presentation contains certain forward-looking statements within the meaning of the U.S. federal securities laws. These forward-looking statements generally are identified by the words "believe," "target," "project," "expect," "anticipate," "estimate," "intend," "positioned," "strategy." "outlook," "future," "opportunity," "plan," "potential," "predict," "may." "should," "could," "will," "would," "will be," "will continue," "will likely result," and similar expressions and include, among other things, the transaction structure, expected listing and expected cash and valuation of NewCo, expected market opportunities, the specifications and benefits of the XL Van, the Company's future products and technologies, the expected use of proceeds post-transaction, and the illustrative post-transaction valuation. Such statements are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 and are based on management's belief or interpretation of information currently available. Forward-looking statements are predictions, projections and other statements about future events that are based on current expectations and assumptions and, as a result, are subject to risks and uncertainties. Many factors could cause actual future events to differ materially from the forward-looking statements in this presentation, including, but not limited to: (i) the risk that the Proposed Business Combination may not be completed in a timely manner or at all, which may adversely affect the price of the Company's and Kensington's securities, (ii) the risk that the Proposed Business Combination may not be completed by Kensington's business combination deadline and the potential failure to obtain an extension of the business combination deadline if sought by Kensington, () the failure to satisfy the conditions to the consummation of the Proposed Business Combination, including, but not limited to, the adoption of the business combination agreement by the shareholders of the Company and Kensington, and the receipt of certain governmental and regulatory approvals, (iv) the occurrence of any event, change or other circumstance that could give rise to the termination of the business combination agreement, (iv) the effect of the announcement or pendency of the Proposed Business Combination on the Company's business relationships, performance, and business generally, (vi) the outcome of any legal proceedings that may be instituted against the Company, Kensington or NewCo related to the business combination agreement or the Proposed Business Combination, (v) the ability to maintain the listing of Kensington's securities on the New York Stock Exchange and the Company's securities on the Nasdaq Stock Market LLC. (vi) the price of Kensington's, the Company's and post- combination NewCo's securities may be volatile due to a variety of factors, including changes in the competitive and highly regulated industries in which the Company operates, variations in performance across competitors, changes in laws and regulations affecting the Company business and changes in the combined capital structure, and (vii) the risk that the post-combination company's securities will not be approved for listing on the Nasdaq Stock Market LLC or if approved, maintain the listing. The foregoing list of factors is not exhaustive. You should carefully consider the foregoing factors and the other risks and uncertainties described in the "Risk Factors" section of the Company's Annual Report on Form 20-F filed with the SEC on April 27, 2022, and other documents filled by the Company with the SEC from time to time, which will continue to apply to the post-combination company, and in the "Risk Factors" section of Kensington's Annual Report on Form 10-K filed with the SEC on April 3, 2023, and other documents filed by Kensington with the SEC from time to time. In addition, forward-looking financial information and the Company's expectations as to its ability to execute on its current business plan in the near term and the longer term are based on a number of assumptions that the Company makes, including the following assumptions that the Company's management believes to be material: (i) operational assumptions, including, the development and commercialization of the Company's vehicles, the roll out of the Company's microfactory manufacturing locations, the production capacity of the Company's microfactories, the selection of the Company's products by customers in the commercial van industry, growth in the various markets the Company is targeting, average selling prices and resulting sales of vehicles; (ii) the mix of products produced and sold in combination with corresponding costs, including material and component costs, assembly costs, manufacturing costs, and costs related to product warranties. Many of these costs are forecasted to vary significantly as the Company commences production in its microfactories; (iii) the Company's ability to raise capital necessary to execute on its current business plan and production timeline, including the roll-out of its microfactories, as well as to maintain its ongoing operations, continue research, development and design efforts and improve infrastructure; and (iv) capital expenditure is based on a number of assumptions regarding the expenditure required to build the Company's Microfactories, including the cost of initial set up of factory facilities and the cost of manufacturing and assembly equipment. In making the foregoing assumptions, the Company's management relies on a number of factors, including its experience in the automotive industry, its experience in the period since the inception of the Company and current pricing estimates for prototype vehicles and vehicle components as well as the projected costs for factory locations that are already in development; its best estimates of the timing for the development and commercialization of its vehicles and overall vehicle development process; its best estimates of current and future customers purchasing the Company's vehicles; and third-party forecasts for industry growth. Readers are cautioned not to put undue reliance on forward-looking statements as they are subject to numerous uncertainties and factors relating to the Company's operations and business environment, all of which are difficult to predict and many of which are beyond the Company's control. Except as required by applicable law, neither the Company, Kensington, nor any of their respective affiliates assume any obligation to and does not intend to update or revise these forward-looking statements after the date of this presentation, whether as a result of new information, future events, or otherwise. In light of these risks and uncertainties, you should keep in mind that any event described in a forward-looking statement made in this presentation or elsewhere might not occur. The Company does not give any assurance that it will achieve its expectations. In giving this presentation, neither the Company, Kensington nor their advisers and/or agents undertake any obligation to provide the recipient with access to any additional information or to update this presentation or any additional information or to correct any inaccuracies in any such information which may become apparent except as required under applicable law and regulation.
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