Valo SPAC Presentation Deck
Pro forma valuation and ownership
TRANSACTION OVERVIEW
Share price
Pro forma shares outstanding¹
Equity value
(+) Debt
(-) Pro forma cash
Firm value
$10.00
281.1
$2,810.9
[0.0]
(488.0)
$2,322.9
FOCUS ON LONG-TERM PERFORMANCE
Tiered promote structure³ rewards success, aligning KV and Valo
Sponsor will not sell/transfer any shares until the first to occur of
1 year following the acquisition or the achievement of performance
targets4
KV supporting SPAC via $25M Forward Purchase Agreement
backstop
Warrant-less SPAC structure
ILLUSTRATIVE PRO FORMA OWNERSHIP¹
Existing Valo rollover equity
80.0%
•
SOURCES
Valo rollover equity
Khosla cash held in trust²
PIPE investment
Total sources
USES
Cash to balance sheet
Equity consideration to existing investors
Estimated transaction expenses²
Total uses
KVSA public shares
10.0%
PIPE investor shares
8.0%
KVSA sponsor shares
2.0%
Source: Company filings and estimates; Amounts are $mm, except per share price
[1] Assumes no share redemptions and excludes impact of shares subject to price-vesting; Estimated common shares outstanding based on common shares owned by KVSA public shareholders (34.5mm), KVSA
Sponsor/Board (6.1mm), PIPE (16.9mm), and legacy Value (225.0mm); [2] 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. [3] At the closing of the Business Combination, all of the outstanding shares of Class B common stock will convert into an aggregate of 6,088,235 shares of the surviving company's Class A
common stock; and (b) all of the outstanding shares of Class K common stock will convert into up to an aggregate of 8,697,479 shares of the surviving company's Class A common stock, but only to the extent certain
triggering events occur prior to the 10th anniversary of the Business Combination, including three equal triggering events based on the surviving company's stock trading at $30.00, $40.00 and $50.00 per share following the
first anniversary of the closing and also upon specified strategic transactions. For additional information, see Khosla's final prospectus relating to its initial public offering (the "Prospectus"). [4] Performance targets are
triggered with respect to Class B common shares (x) if the closing price of the surviving company's Class A Common Stock equals or exceeds $12.00 per share for any 20 trading days within any 30-trading day period
commencing at least 150 days after the Business Combination or (y) on the date on which the surviving company completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction after the
Valo Business Combination that results in all of the surviving company's stockholders having the right to exchange their shares of common stock for cash, securities or other property. For additional information, see the
Prospectus. Class A shares issued upon conversion of any Class K shares will not be subject to restrictions on transfer except as described in the Prospectus.
$2,250.0
345.0
168.5
$2,763.5
$485.5
2,250.0
28.0
$2,763.5
2Q21
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