Xos SPAC Presentation Deck slide image

Xos SPAC Presentation Deck

Detailed Transaction Overview Illustrative Assuming $220mm PIPE TRANSACTION FUNDING ● Minimum of at least $220 million across PIPE and cash remaining in trust account after satisfying redemption requirements. ● ● Executed PIPE subscription agreements for committed capital in the amount of $220 million including $20mm of secondary proceeds to Founders. Earnout of 10.0% of total pro forma shares outstanding to Xos shareholders if stock crosses $14.00, $20.00 and $25.00 per share. PRO FORMA OWNERSHIP @ $10.00 / SHARE NextGen Public Shareholders NextGen Founder Shares PIPE Investor Shares Existing Xos Shareholders Total Shares 37.5 9.4 22.0 127.6 196.5 % 19.1% 4.8% 11.2% 64.9% 100.0% Note: Amounts on this page assume there are no redemptions from the trust account. $375 94 220 1,276 $1,965 ILLUSTRATIVE PRO FORMA VALUATION Share Price at Closing Pro Forma Shares Outstanding (MM) Equity Value Less: Net Cash Enterprise Value 2024E Revenue EV/ 2024E Revenue SOURCES & USES Sources NextGen Cash in Trust Committed PIPE Stock Consideration to Existing Shareholders Total Sources Uses Cash to Balance Sheet Stock Consideration to Existing Shareholders Cash Consideration to Xos Founders Estimated Fees & Expenses Total Uses $10.00 196.5 $1,965 (515) $1,450 2,970 0.5x $ $375 220 1,276 $1,871 $ $515 1,276 20 60 $1,871 Confidential and Privileged, Property of Xos, Inc. 35
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