Next.e.GO Investor Update slide image

Next.e.GO Investor Update

Valuation Financing $931m Enterprise Valuation to Market Implied pre-money market capitalization of $806m(¹) Includes 30m share performance-based earnout for e.GO shareholders Implied pro forma market capitalization of $936(¹)m ● Transaction Highlights Transaction expected to provide gross proceeds of up to approximately $71m to e.GO Up to $21MM cash in trust assuming no further redemptions e.GO intends to raise $50m in debt financing Up to $150m expected to be made available under a Standby Equity Purchase Agreement ("SEPA") ● Deal Structure The Transaction PF Shares Outstanding (M) Share Price ($) PF Equity Value ($M) (+) PF Debt ($M) (-) PF Cash ($M) PF Enterprise Value ($M) OVERVIEW e.GO shareholders rolling 100% of their equity and expected to own a pro forma equity ownership of 86.1% excluding the effects of warrants and assuming no further redemptions Pro Forma Valuation 91.8 $10.20 $936 $50.0 ($54.9) $931 Sources e.GO Rollover Cash in Trust Intended Debt Financing Total 1e.GO Rollover Equity (2) Public Shareholders 3 Sponsor Shares Note: As of March 23, 2023. Assumes no debt or cash on balance sheet prior to transaction. Assumes 91% redemptions from the $235M cash in trust. Excludes any interest earned or withdrawn from the trust. Assuming no redemptions from the $21 million cash in trust. Assumes 91.8M pro forma shares outstanding at $10.20 per common share per BCA. All charts and tables exclude 12.03M SPAC warrants held by shareholders. All SPAC warrants have a strike price of $11.50 per common share. (1) Market capitalization includes 30M e.GO shares deferred at closing with vesting 5M shares at each of $12.50/share, $15.00/share, $20.00/share, $25.00/share, $30.00/share, and $35.00/share. (2) Assumes the maximum conversion ratio for the Class B Conversion. Page 39 // © Next.e.GO Mobile SE 2023 eco Implied Sources & Uses ($M) Uses $806 50 $877 Equity to e.GO Cash to Balance Sheet Shares (M) 79.0(1¹) 2.0 10.7(2) Est. Transaction Expenses Total Pro Forma Ownership % Own. 86.1% 2.2% 11.7% Pro Forma Ownership ($M) $806 55 16 $877
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