Dragonfly Energy SPAC Presentation Deck slide image

Dragonfly Energy SPAC Presentation Deck

Notes: Transaction Overview E Transaction Highlights Transaction Overview Valuation Earn-out Cash Sources Capital Structure Dragonfly Energy Corp. ("Dragonfly") is expected to combine with Chardan NexTech Acquisition 2 Corp. ("CNTQ") to create a publicly-listed energy storage technology company ■ Transaction expected to close in H2 2022 ■ Issuing 40.0MM shares to existing Dragonfly shareholders(¹) ■ Pro forma enterprise value of $500.1MM, representing a 2.0x EV / 2023E Revenue multiple ▪ Represents a 32% discount to median of the peer group Strong incentive structure facilitated by earn-out provisions, with 40.0MM shares to be released at specified earn-out thresholds:(2)(3) - Tranche 1: 15.0MM issued at financial target by December 31, 2023(4) - Tranche 2: 12.5MM issued at a price target of $22.50 by December 31, 2026 (5) - Tranche 3: 12.5MM issued at a price target of $32.50 by December 31, 2028 ■ CNTQ has ~$128MM(6) cash in trust Senior Secured Term Loan at close of $75MM(7) Sponsor to invest $5MM PIPE(8) ~$133MM (⁹) of cash to balance sheet (assuming no redemptions) to fund R&D and investments in growth and expansion ▪ Dragonfly shareholders rolling 100% of equity Summary Transaction Terms Pro Forma Valuation at Close Share Price Pro Forma Shares Outstanding (MM) Pro Forma Equity Value Less: Pro Forma Net Cash (77) Dragonfly Enterprise Value Estimated Sources Dragonfly Shareholder Equity Rollover CNTQ Cash in Trust Senior Secured Term Loan PIPE Total Sources (1)(10) Estimated Uses Dragonfly Shareholder Equity Rollover Cash to Dragonfly Balance Sheet Repayment of Existing Debt Estimated Transaction Expenses Total Uses Pro Forma Ownership Dragonfly shareholders will receive 37.48MM shares at close as a result of unvested stock options not yet issued and vested options calculated on a net share basis. Existing Dragonfly shareholders at time of transaction close are entitled to the earn-out shares. Price targets achieved if the weighted average share price exceeds the applicable price target for any 20 trading days within a 30-day trading period occurring between the closing and on or prior to the applicable expiration date. Earn-out released at achievement of 2023 audited Revenue and Operating Income of $250MM and $35MM, respectively. If Tranche 3 vests on or prior to December 31, 2028, Tranche 2 will also vest and release. Calculated as 12.65MM public shares multiplied by $10.15 per share in trust. Term loan lenders to receive penny warrants exercisable to purchase 3.6% of the Company's common stock on a fully-diluted basis, and "$10 Per Share Warrants" exercisable to purchase 1.6MM shares. PIPE may be offset by purchases in the public market. Excludes $150MM equity line of credit provided by affiliates of the Sponsor available post close. (10) Pro forma ownership structure at $10.00/share based on $128.4MM cash in trust, assuming no redemptions. Excludes CNTQ public and private warrants. Excludes term loan lenders' "$10 per Share Warrants" but includes term loan lenders' penny warrants. Assumes Sponsor affiliate has entered into a back-to-back funding arrangement for its portion of the debt commitment prior to Closing. Includes $132.9MM of cash and $75.0MM of senior secured debt. CNTQ Sponsor 6% $MM $10.00 PIPE 1% Senior Lender 4% 55.8 $558.0 ($57.9) $500.1 $MM $400.0 $128.4 $75.0 $5.0 $608.4 $MM $400.0 $132.9 $45.0 $30.5 $608.4 CNTQ Dragonfly Shareholders Shareholders 67% 23% dragonfly ENERGY CONFIDENTIAL | 10
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