Perfect SPAC Presentation Deck
PERFECT
Key Proposed Transaction Terms
Pro Forma Enterprise Value of US$1,019m, representing a transaction
multiple of 16.9x CY2022E revenue and 12.0x CY2023E revenue
• Current owners will retain ~72% ownership in combined company
US$285m total cash proceeds from SPAC and FPA and US$50m PIPE
raise¹
US$300m cash proceeds to balance sheet¹
Sources and Uses (US$m)
●
Sources (US$m)
SPAC Cash in Trust¹
Forward Purchase Agreement
PIPE Capital Raised
Stock to Existing Shareholders
Total Sources
Transaction Summary
Uses (US$m)
Seller Rollover
Cash to Balance Sheet
Estimated Transaction Fees
Total Uses
$ 230
55
50
1,010
$ 1,345
$ 1,010
300
35
$1,345
Pro Forma Valuation (US$m)
Share Price at Merger
Pro Forma Total Shares Outstanding2
Equity Value
Less: Net Cash³
20%
Enterprise Value
Implied EV/CY2022E Revenue
Implied EV/CY2023E Revenue
Pro Forma Ownership @ US$10.00 per share
4%
4%
O
Confidential 36
72%
$10.00
139.9
$ 1,399
380
$1,019
16.9x
12.0x
■ Existing Shareholders
SPAC Public Shareholders
SPAC Promote
PIPE Investors
Assumes no SPAC shareholder has exercised its redemption rights to receive cash from the trust account.
*Assumes undiluted share count of 101.0 million equity rollover shares, 28.5m SPAC public shares (including forward purchase shares), 5.4m sponsor promote shares (held by SPAC directors, advisors, sponsors and Ward Ferry) vested at closing, and 5.0m PIPE shares. Excludes (i) out-of-the money
warrants, (ii) unvested promote shares of 1.18m, (iii) seller earn-out shares and ESOP shares of 15.3m
3 Net Cash assumes US$80.0m existing cash and no debt as of December 2021View entire presentation