Eleusis SPAC

Transaction Summary Transaction Structure Silver Spike Acquisition Corp II (NASDAQ: SPKB) is a publicly listed special purpose acquisition company with $287.5 million in cash in trust Upon completion of the transaction, former shareholders of Silver Spike and former shareholders of Eleusis will hold shares of a new holding company named Eleusis Inc., which is expected to be listed on Nasdaq under the symbol ELEU Valuation Pro forma enterprise value of approximately $446 million with 100% rollover by existing Eleusis equityholders Existing Eleusis equityholders to receive additional earnout shares at closing equal to approximately 14% of an adjusted measure of pro forma enterprise value, vesting as follows: 20% at $12.50, 30% at $15.00 and 50% at $17.50 within three years after closing Use of Proceeds | Clinical development of ELE-Psilo, preclinical development, and care delivery platform development by Andala Ownership Eleusis existing shareholders are rolling over 100% of their equity (1) Pro Forma ownership 49% existing Eleusis equityholders 51% SPAC shareholders and SPAC sponsor eleusis Note: Assumes no redemptions by SPKB shareholders and cash on Eleusis's balance sheet of $5.5 million, as of 12/31/2021. Excludes the impact of any incremental financing between announcement and close. Assumes 35.0 million shares to existing Eleusis equityholders, 28.8 million shares to existing SPKB shareholders, and 7.2 million shares to SPKB's sponsor. Excludes earnout consideration to existing Eleusis equityholders and impact of equity incentive plan, employee stock purchase plan and management LTIP (up to 3% of fully diluted shares outstanding, with 25% vesting at $15.00, 25% vesting at $20.00 and 50% vesting at $30.00). Also excludes impact of unvested rollover options representing approximately 10% of Eleusis's fully diluted shares outstanding as of January 2022. Excludes impact of 7.2 million public warrants and 5.2 million private placement warrants struck at $11.50. 1) If additional financing raised by Eleusis via equity or equity-linked securities, such investors will also roll 100% of the financing into the pro forma company. 29

View entire presentation