Grove SPAC Presentation Deck slide image

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 6 %
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