Lotus Cars SPAC Presentation Deck
INDICATIVE TRANSACTION TERMS AND STRUCTURE
Pro forma equity value of US$6,301mm and pro forma enterprise
value of US$5,573mm, which implies EV multiples of 0.9x 2024E
revenue and ~0.7x 2025E revenue
As of April 28, 2023, Company has entered into agreements with
strategic partners and business partners for a total investment
amount of approximately $122 million¹. Company will continue to
seek to raise additional financing prior to closing of the business
combination
To better align long-term incentives, LCAA Sponsor has agreed to
subject 30% of the Sponsor Shares to earn-out and forfeiture
arrangements tied to Sponsor affiliates' participation in the PIPE
financing and strategic partnerships with Lotus Tech
Lotus Tech shareholders will roll over 100% of their equity interest
into the pro forma company and retain approximately 87.3%
ownership post-transaction
Proceeds to be used for further product innovation, next-
generation automobility technology development, global
distribution network expansion and general corporate purposes
Estimated sources and uses
US$ million
Sources
Existing Lotus shareholder equity
LCAA trust²
Pre-closing investors
Total
Pro forma valuation
US$ million
Base share price at merger
PF shares outstanding (mm)
Pro forma equity value*
Plus: debt5
Less: existing cash balance
Less: net cash to balance sheet
Pro forma enterprise value
5,500
223
122
5,845
US$10.00
630
6,301
300
(737)
(292)
5,573
Uses
Estimated fees and expenses³
Existing Lotus shareholder equity rollover
Net cash to balance sheet at closing
Total
Illustrative pro forma ownership2,4,7
Existing Lotus shareholders
Public shareholders
LCAA sponsor and independent directors
Jingkai fund
Pre-closing investors and others
1.1%
3.5%
53
5,500
5.9% 2.1%
292
5,845
87.3%
Note: The calculations on this slide assume an implicit value of US$10.00 per LCAA Class A ordinary share, which is based on convention and is not indicative of the real value of each LCAA Class A ordinary share or the value which the Lotus Tech attributes to each LCAA Class A ordinary share; they
also exclude impact of 9.6 million public warrants and 5.5 million private placement warrants struck at $11.50. Existing Lotus shareholder equity includes equity in relation to employee stock options. 6.96 USD/RMB used in line with audited financials as of 31 December 2022 for Lotus Tech
1. Subject to customary terms and conditions (including regulatory approvals) included in the definitive agreements. The total investment amount of $122 million exceeded the previous pre-closing financing target amount of $100m
2. Cash-in-trust as of 31 March 2023. In connection with LCAA shareholders' approval to extend the deadline (the "Business Combination Deadline") by which LCAA must consummate a business combination on 10 March 2023, holders of approximately 23.97% of the LCAA public shares exercised
their redemption rights for a pro rata portion of the funds in the trust account. Note that the cash-in-trust does not take into account additional contribution made by Sponsor in connection with extensions of the Business Combination Deadline and assumes no further redemptions by LCAA public
shareholders
3. Estimated transaction fees and expenses of c.US$53mm
4. Pro forma equity value includes US$71.6mm founder shares, RMB 2.6bn / US$373mm from Jingkai Fund (through restructuring of its existing investment in Lotus Tech)
5. Pro forma total debt of US$300mm based on audited number as of 31 December 2022 for Lotus Tech, excluding the RMB 2.6bn Jingkai convertible note that will be restructured to invest in Lotus Tech
6. Existing cash balance of US$737mm based on audited number as of 31 December 2022 for Lotus Tech
7. Based on 7,162,718 Class B ordinary shares as of 31 March 2023. 30% of the SPAC shares held by Sponsor ("Sponsor Shares") are subject to earn-out and forfeiture arrangements tied to Sponsor affiliates' participation in the PIPE financing and strategic partnerships with Lotus Tech and 5% of
Sponsor Shares may be transferred to certain LCAA public shareholders to induce such public shareholders not to exercise their redemption rights
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