Forge SPAC Presentation Deck
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Transaction Summary
MOTV raised $414mm with one-third warrants. In addition, Motive provided a
$140M Forward Purchase Agreement which will commit $50M and the
balance of $90M will backstop redemptions
$435mm of cash held on the pro-forma balance sheet(¹)
Capitalization
($ in mm)
Equity Value
Less: Cash on Balance Sheet
Key Highlights
Enterprise Valuation to Market
x2022E revenue less transaction expenses of $151mm
x2023E revenue less transaction expenses of $187mm
Pro-Forma Ownership (2)
Existing Forge Equity Rollover
MOTV Public Shareholders
Motive Capital Funds Sponsor
PIPE Investor Shares
Total Shares(2)
12445
$2,036
(435)(¹)
$1,601
10.6x
8.6x
68.8%
20.3%
7.5%
3.4%
100.0%
($ in mm)
Implied Sources & Uses
Seller Rollover
Cash in Trust
Cash on Balance Sheet
Motive Capital Funds Sponsor FPA
PIPE Investment
Total Sources
Stock Consideration to Seller
Cash to Secondary Repurchase
Cash on Balance Sheet
Sources
Estimated Transaction Expenses
Cash to Balance Sheet
Total Uses
Uses (3)
Available cash on closing to be at least an amount equal to $140M, plus the sum of any PIPE investment. This is supported by $50M, plus an up to $90M backstop, from Motive Capital Fund Sponsor FPA.
Values shown at DeSPAC; excludes 13.8mm public warrants, 7.4mm private placement warrants, 1.7mm forward purchase warrants, and equity incentive pool shares.
Excludes management cash incentive compensation.
Cash consideration to Forge equity holders of $100mm subject to downward adjustment based on transaction proceeds. Exercise of vested options or warrants will be added to cash on balance sheet.
Represents an estimate of transaction expenses. Actual amounts may vary and may include expenses unknown at this time.
$1,400
$414
$63
$50
$69
$1,995
$1,400
$100
$63
$60
$373
$1,995
Forge
(5)
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