AeroFarms SPAC Presentation Deck slide image

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 57
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