AeroFarms SPAC Presentation Deck
Transaction Summary
SOURCES
SVAC Equity
Convertible Note
AeroFarms Equity Rollover
PIPE Financing
Total Sources
All values in $mm
$232
30
Pro-Forma Shares Outstanding¹
Post-Money Equity Value
(-) Net Cash
Pro-Forma Implied Enterprise Value (Post-
Money)
800
125
$1,187
PRO-FORMA CAPITALIZATION (at $10.00)
All values in $mm
123.1
$1,231
375
$856
USES
AeroFarms Equity Rollover
Cash to Merged Company Balance Sheet
Estimated Transaction Expenses
Total Uses
AeroFarms convertible notes
2.7%
SVAC IPO shares
18.7%
PRO-FORMA OWNERSHIP (%) AT CLOSING²
PIPE shares
10.2%
Sponsor shares
3.5%
All values in $mm
$800
Note: Assumes no redemptions from Spring Valley Acquisition Corp.; assumes new shares issued at a price of $10.00
AEROFARMS
347
40
$1,187
65.0%
Existing
AeroFarms
shareholders
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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