Grove SPAC Presentation Deck
Transaction Size
$402.5MM cash in trust
$87MM PIPE proceeds
Pro Forma Capital Structure
$435MM in cash to balance sheet to fund
operations and accelerate growth
No additional equity capital requirements
expected until Company is free cash
flow positive
Notes:
I.
2.
Transaction Summary (¹)
4. Dual-class stock structure comprising high-vote (10 votes per share) and low-vote stock (I vote per share)
5. 8.IMM public warrants outstanding; Exercise subject to trading price cap of $18.00 per share
+567
Valuation
Pro Forma Ownership at Merger
72% Company stockholders equity rollover (2) (4);
21% Public Entity public shares (5);
4% PIPE:
3% Public Entity Sponsor shares (6) (7)
100% equity roll
Assumes $87MM in PIPE proceeds and $55MM in transaction expenses
Excludes 14.0MM of shares in seller earnout (no redemptions), of which 50% will be subject to a $12.50 per share price and the remaining 50% to a $15.00 per share price. Excludes approximately 12MM shares on a pro forma basis underlying unvested Company options and RSUS as of
December 7, 2021, that will convert into public company equity incentives at the Closing
3. Assumes a notional share price of $10.00 per share, 195.5MM shares outstanding and net cash of $450MM. Shares outstanding excludes impact of public warrants, founder warrants, seller earnout, sponsor earnout and reserved and unvested awards under go-forward equity
incentive plan.
6.
$1.4Bn pre-money equity value (2)
$1.5Bn post-money enterprise value
(3.5x 2022E revenue) (3)
Attractive valuation vs. recent
consumer peers
35% of the Public Entity Sponsor shares restructured into an earnout structure, of which 50% will be subject to a $12.50 per share price and the remaining 50% to a $15.00 per share price
7. 6.7MM founder warrants outstanding
Grove
COLLABORATIVE
Virgin
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