Marti SPAC Presentation Deck slide image

Marti SPAC Presentation Deck

Detailed transaction overview ● Key Metrics Expected pro forma enterprise value of c.$532 million at closing Implied pro forma enterprise value of 4.2x 2023FD¹ net revenue of $125 million and 9.7x 2023FD¹ EBITDA of $55 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) Convertible Note Proceeds (assumed) Total Sources Equity Value (+) debt² (-) cash² 146.6 Enterprise Value 450.0 57.5 92.5 Pro-Forma Capitalization ($, million) 746.6 629.7 158.5 (256.4) 531.8 Uses ($, million) Cash to Balance Sheet Existing Marti Shareholders Fees and Expenses Total Uses Target 49.8% Convt 14.4% 279.6 450.0 Pro-Forma Diluted Ownership Breakdown³ Source: Marti projected financials. Note: Assumes no redemptions from trust account. 1. FD refers to Fully Deployed figures that Marti would be expected to achieve in 2023 if only the proceeds from the ~$57.5 million in convertible note PIPE commitments plus assumed incremental PIPE commitments of up to $92.5 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 Dec 2022 (estimated closing). Cash also includes De-SPAC proceeds and Marti's cash and cash equivalents. 3. Convertible note ownership breakdown assumes a full $150MM PIPE raise 17.0 746.6 SPAC Sponsor Public 12.0% 23.8% 44
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