Covalto SPAC Presentation Deck
6
Transaction Overview
Transaction
Description
Transaction
Structure¹
Pro Forma
Ownership¹
Governance
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Covalto and LIVB merger with a pro forma fully diluted enterprise value of $547mm¹
Post-closing entity Covalto to remain listed on the Nasdaq under ticker CVTO
Expected closing Q1 2023
The transaction will be accompanied by a committed financing of $60 million, $30 million of which has
previously been funded and $30 million of which will be funded by LIV Capital following the announcement
100% consideration in the form of roll over shares to existing Covalto shareholders
Additional earn-out for existing shareholders: 2.5 million shares, of which 50% are delivered at the $13.50
threshold and 50% are delivered at the $17.50 threshold
Assuming no redemptions, pro forma ownership will be 65% existing Covalto shareholders, 10%
mandatorily convertible note holders, 16% SPAC public shareholders, 4% SPAC founder shares and 5%
ESOP
Founders and current Covalto management will continue to run the company providing continuity and
focus on long-term value creation
LIVB entitled to appoint 1 independent director of the Board of Directors of the post-closing company
1. Refer to page 7 for further detail.View entire presentation