Covalto SPAC Presentation Deck
7
Transaction Structure
Sources & Uses
$mm
Cash in Trust¹
Mandatorily Convertible Notes²
Total Sources
Cash to Balance Sheet
Estimated Transaction Fees
Total Uses
$547mm
Pro Forma
Total Enterprise Value
$116.8
$59.8
$176.6
$163.6
$13.0
$176.6
Illustrative Pro Forma Capitalization
$ mm (except per share)
Share Price at Close
Pro Forma Shares Outstanding³
Pro Forma Equity Value
(+) Corporate Debt4
(-) Cash to Balance Sheet
Pro Forma Total Enterprise Value
5.5x
2023E
Total Revenue
Note: Please refer to "Disclaimer" on Slides 2-3 including under the headers "Forward-Looking Statements", "Use of Projections", "Pro Forma Financial
Information" and "Financial information; Non-GAAP financial Measures" for the disclaimer regarding the forecasts and projections included in this
presentation.
$10.0
70.3
Enterprise Value / 2023E Total Revenue 5.5x
5.
6.
Note: Transaction includes a Seller Earn-Out of 2.5mm shares (50% will vest only if the VWAP of the post-combination company ordinary shares exceeds
$13.50 for 20 trading days within any 30-trading day period occurring no later than the fifth anniversary of the Closing; and 50% will vest only if the VWAP of 7.
the post-combination company ordinary shares exceeds $17.50 for 20 trading days within any 30-trading day period occurring no later than the fifth
anniversary of the Closing).
1.
Assumes no redemptions. Actual results may vary
2. Proceeds from mandatorily convertible notes received prior to Closing, including $30mm anchor investment by LIV Capital
$703
$8
($164)
$547
Illustrative Post-Transaction
Ownership Breakdown
16% Public LIVB
SPAC Shareholders'
Ownership³
4%
10%
16%
5%
65%
Rolled Equity from Existing Investors5
Public SPAC Shareholders
Mandatorily Convertible Notes
SPAC Sponsors
■ESOP 6
Closing Expected
Q1 20237
3. Excludes public warrants, seller earn-out shares, and newly approved ESOP shares vesting based on share price performance
4. Includes $8mm from BLaO, excludes $203mm in secured and operating debt
Includes full conversion of other existing convertible notes and full exercise of existing warrants
Only includes non-milestone-based ESOP allocated at the time of the execution of the business combination agreement
Subject to customary regulatory approvalsView entire presentation