Satellogic SPAC slide image

Satellogic SPAC

DETAILED TRANSACTION OVERVIEW ($mm) Transaction Highlights • Transaction expected to fund business plan, with additional opportunities for acceleration and incremental value creation through M&A¹,2 • $100mm PIPE, including $53.5mm from pre-PIPE and Sponsor Pre-PIPE Funding: ~$20mm convertible at PIPE pricing Investors include Marcos Galperin (Founder/CEO, Mercado Libre) and Javier Olivan (VP of Central Products, Facebook) Sponsor Commitment:~$33mm investment • All existing Satellogic equity will be rolled over in transaction4 • Majority of company shareholders are subject to a 12-month lock-up⁹ Sources & Uses Sources Satellogic Rollover Equity SPAC Cash in Trust¹ PIPE Capital5 Sponsor shares Total Sources 1 Assumes no redemptions from CFAC V 2 Assumes $35mm of transaction expenses. $722 $250 $100 $52 $1,124 Uses Satellogic Rollover Equity Cash to balance sheet Debt repayment Transaction expenses/ fees Sponsor shares6 Total Uses $722 $274 $41 $35 $52 $1,124 Pro Forma Capitalization Pro Forma Shares Outstanding Equity Value Cash¹,2 Debt³ Enterprise Value Sponsor shares -5% Pro Forma Ownership PIPE5 -9% O Selected Investors fundopitanga TUESDAY SPAC -22% 3 Does not factor liabilities related to warrants pursuant to guidance provided in ASC Topic 815-40 4 If up to two existing Satellogic convertible note holder(s) give(s) notice of their election to redeem their convertible notes, Satellogic and CFAC V will cooperate to arrange for the assignment (or replacement) of such notes 5 Includes -$33mm from Cantor Fitzgerald (including $10mm forward purchase agreement) and -$20mm from pre-PIPE funding 6 Includes Sponsor Private Placement and Sponsor FPA Incentive; excludes 30% of Sponsor Promote representing 1.9mm shares subject to vesting with 0.6mm shares vesting at $12.50, 0.6mm shares vesting at $15.00 and 0.6mm shares vesting at $20.00 7 Includes 16.2 million pro forma shares (-14%) in the form of a warrant to an investor that may be exercised only in connection with a sale of the underlying shares 8 Excludes 8.3mm warrants held by the SPAC stockholders and 0.2mm warrants held by Sponsor 9 Excludes a single shareholder / convertible noteholder, a single convertible noteholder, and the warrant holder, all of whom are subject to a minimum 6-month lock-up; 12-month lock-up subject to customary price-based early release SATELLOGIC ENDEAVOR CATALYST 112.4 $1,124 $274 Satellogic equity holders' -64% $850 VALOR CONFIDENTIAL 56
View entire presentation