BenevolentAI SPAC Presentation Deck slide image

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 Confidential
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