AeroFarms SPAC Presentation Deck
Transaction Summary - Pro Forma Equity Ownership
SOURCES
SVAC Equity
Convertible Note
AeroFarms Equity Rollover
PIPE Financing
Total sources
PRO FORMA CAPITALIZATION (at $10.00) All values in $mm
Pro Forma Shares Outstanding¹
Post-Money Equity Value
(-) Net Cash
Pro Forma Implied Enterprise Value (Post-Money)
All values in $mm
AEROFARMS
$232
30
800
125
$1,187
123.1
$1,231
375
$856
USES
AeroFarms Equity Rollover
Cash to Merged Company Balance Sheet
Estimated Transaction Expenses
Total uses
PRO FORMA OWNERSHIP (%) AT CLOSING²
AeroFarms convertible notes
2.7%
SVAC IPO shares
18.7%
●
PIPE shares
10.2%
Sponsor shares
3.5%
All values in $mm
65.0%
$800
347
$1,187
Existing AeroFarms
shareholders
40
Note: Assumes no redemptions from Spring Valley Acquisition Corp.; assumes new shares issued at a price of $10.00
¹ Comprised of 80.0mm shares owned by existing Aerofarms shareholders, 12.5mm PIPE shares, 23.0mm SVAC shares outstanding, 4.25mm SPAC sponsor shares and 3.3 shares owned by Aerofarms convertible notes holders; 2 Excludes impact of (i)
11.5mm Spring Valley Acquisition Corp. warrants and 8.9mm founder warrants struck at $11.50, which are not subject to vesting; (ii) SPAC Sponsor Shares which are subject to vesting are as follows: 250,000 shares will be subject to vesting based on a
$12/share price target; 250,000 founder shares will be subject to vesting based on a $14/share price target; 500,000 founder shares will be subject to vesting based on a $15/share price target; 500,000 founder shares will be subject to vesting based
on a $20/share price target; and (iii) New EIP which will dilute all of the above accordingly
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