Grove SPAC Presentation Deck
Notes:
I.
2.
MASON ∞
5.
7.
SOURCES $MM
8.
Company Stockholders Rollover
Public Entity Cash in Trust
PIPE Proceeds
Total Sources
Transaction Sources and Uses
PRO FORMA CAPITALIZATION (AT $10.00) $MM
Pro Forma Shares Outstanding (2)
Post-Money Equity Value (2) (3)
Less: Net Cash (4)
Pro Forma Implied Enterprise Value (Post-Money)
$1,400
403
87 (1)
$1,890
195.5
$1,955
(450)
$1,505
USES $MM
Equity Consideration to Company Stockholders
Cash to Company Balance Sheet
Transaction Expenses
Total Uses
PRO FORMA OWNERSHIP (%) AT CLOSING
PIPE
4%
(6)
Public Entity Public Shares
21%
35% of the Public Entity Sponsor shares restructured into an earnout structure, of which 50% will be subject to a $12.50 per share price and the remaining 50% to a $15.00 per share price
6.7MM founder warrants outstanding
$1,400
435
72%
Assumes $87MM in PIPE proceeds and $55MM in transaction expenses
Excludes 14.0MM of shares in seller earnout (no redemptions), of which 50% will be subject to a $12.50 per share price and the remaining 50% to a $15.00 per share price. Excludes approximately 12MM shares on a pro forma basis underlying unvested Company options and RSUS as of December
7, 2021, that will convert into public company equity incentives at the Closing
3. Assumes a notional share price of $10.00 per share, 195.5MM shares outstanding and net cash of $450MM. Shares outstanding excludes impact of public warrants, founder warrants, seller earnout, sponsor earnout and reserved and unvested awards under go-forward equity incentive plan.
4. Assumes $15MM in existing Company net cash as of 12/31/21
52 8
Dual-class stock structure comprising high-vote (10 votes per share) and low-vote stock (1 vote per share)
6. 8.IMM public warrants outstanding; Exercise subject to trading price cap of $18.00 per share
55 (1)
$1,890
Public Entity Private Shares(7) (8)
3%
Company Stockholders (2) (5)View entire presentation