BenevolentAI SPAC Presentation Deck
Pro Forma Capitalisation and Ownership
Key Highlights
Cumulative private funding of $300m since 2014; key shareholders include
Temasek and Eli Lilly
Agreed pre-money equity value of €1.1bn for BenevolentAl
Additional capital and new financing commitments from the transaction
to provide runway beyond 2025
Transaction targeted to close in Q1 2022
Following closing, combined company to be listed on Euronext
Amsterdam
Significant BAI shareholders and Odyssey sponsors subject to standard
lock-up provisions
Transaction Overview
Share Price
Pro Forma Shares Outstanding¹
Equity Value
(-) Net cash as of November 2021²
(-) Cash to balance sheet
Enterprise Value
€ 10.00
149.0
€ 1,490
(56)
(390)
€ 1,044
Illustrative Pro Forma Ownership¹
Existing
BenevolentAl
rollover equity
67%
Sources
BenevolentAl rollover equity
Odyssey cash held in trust
PIPE investment
Odyssey sponsor shares
Total sources
ODYSY public shares
20%
S
Uses
O Cash to balance sheet
Equity consideration to existing investors
Estimated transaction expenses³
Odyssey sponsor shares5
Total uses
PIPE investor
shares
9%6
ODYSY sponsor
shares
3%
€ 1,004
300
135
50
€ 1,4907
€ 390
1,004
46
50
€ 1,4907
Source: Company filings and estimates; Amounts are Em except per share price figures.
(1) Assumes no share redemptions and excludes the impact of shares subject to price-vesting. Estimated common shares outstanding based on common shares owned by ODYSY public shareholders (30.0m), ODYSY Sponsor / Board (5.0), PIPE (incl. Sponsor contribution to the PIPE) (13.6m) and legacy value (100.4m); (2) As of November 2021, unaudited; (3) Estimated transaction fees and expenses for both SPAC and target
including deferred underwriting fees, PIPE fee, financing fees, and advisory, legal, accounting and other fees (4) Key current shareholders of BenevolentAl are subject to a lock up of up to 180 days from Completion, subject to customary early release provisions (based on price targets and trading volume). Odyssey's Sponsor and directors of the Sponsor are subject to a lock-up of up to 365 days from Completion Lock-up to be
waived if after 150 days from Completion, the closing share price of the Surviving Company equals or exceeds EUR 12.00 for any 20 trading days out of a 30 consecutive trading day period (S) Odyssey's sponsor shares include 2/3 of the Sponsor Shares and will convert into Surviving Company Shares on the trading day following the date of Completion. The remaining 1/3 of the Sponsor Shares will convert into Surviving
Company Shares if, post Completion, the closing price of the Surviving Company Shares exceeds EUR 13.00 for any 10 trading days within a 30 trading day period. (6) Includes Sponsor contribution to the PIPE. (7) Numbers do not tally due to rounding
Benevolent 37
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