W3BCLOUD SPAC
Overview of W3BCloud / SLAC Business Combination
Assumed Gross Proceeds(¹)
$495M
(approx. $330M used
in business plan)
Enterprise Value /
2023E EBITDA ($203M)
6.2x
Enterprise Value / 4Q 2023E
Run-Rate EBITDA ($412M) (2)
3.0x
W3B CLOUD
Notes:
Enterprise Value
$1,250M
Capital to
accelerate
growth
Pro Forma Ownership(³)
20.7%
6.0%
3.0%
4.1%
39.3%
26.8%
Founder Rollover Equity
Other Rollover Equity (incl. ESOP)
PIPE ($50M Committed)(4)
PIPE ($100M Assumed to be Raised)
SPAC Shareholders
SPAC Sponsor Shares
(1) Assumes no redemptions. Includes $345M SPAC cash-in-trust and $150M PIPE ($50M committed, $100M assumed post-announcement raise, though there is no guarantee that such funds will be able to be raised on
favorable terms or at all).
(2) 4Q 2023E run-rate figures annualize 4Q 2023E revenue and EBITDA.
(3) Ownership at transaction close. Assumes no redemptions.
(4) W3BCloud has received $40M commitments from investors to participate in a PIPE transaction and an agreement with AMD for an additional $10M equity investment, each of which is subject to certain conditions.
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