Forge SPAC Presentation Deck slide image

Forge SPAC Presentation Deck

■ 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) 9
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