Otonomo SPAC Presentation Deck
Sources & Uses and Pro Forma Capitalization
in $MM except per share data
Sources
Est. SPAC Cash Held in Trust(1)
PIPE Proceeds
Est. Cash from Otonomo Balance Sheet
Total Sources
Uses
(2)
Cash to Existing Otonomo Shareholders (3)
(4)
Transaction Fees and Expenses
Remaining Cash to the Balance Sheet
Total Uses
$
otonomo
$172.5
$172.5
$25.0
$369.9
$
$30.0
$32.5
$307.4
$369.9
(1)
(2)
(3)
(4)
(5)
(6)
%
46.6%
46.6%
6.8%
100.0%
0/
%
8.1%
8.8%
83.1%
Commentary
Five-Year business plan fully funded at closing(1)(2)
Existing Otonomo shareholders will retain ~97% of their equity
Combined company is expected to be capitalized for growth with ~$1.4B
of equity and no debt
100.0%
The transaction, which has been unanimously approved by the boards of
directors of both Otonomo and SAII, is targeted to close in Q2 2021,
dependent upon the SEC review process and the satisfaction of other
closing conditions
Pro Forma Valuation
Illustrative Share Price
Pro Forma Shares Outstanding
Pro Forma Illustrative Equity Value
Less: Pro Forma Cash
Plus: Pro Forma Total Debt
Pro Forma Illustrative Enterprise Value
Implied Trading Multiple:
EV/2025E Revenue
(6)
Illustrative Pro Forma Ownership at $10.00 per Share(5)(6)
Existing Otonomo
Shareholders, 72.4%
Assumes receipt of $172.5MM estimated cash held in trust at business combination and no redemption of SAIl public shares
Reflects fully committed $172.5MM PIPE (primary and secondary) @ $10.00 per share
Reflects $30MM secondary PIPE at $10.00 per share
Public SPAC Shareholders,
12.2%
PIPE Investors, 12.2%
SPAC Sponsor, 3.1%
Estimated transaction fees and expenses for deferred underwriting fees, PIPE, M&A advisory, legal, accounting, and other miscellaneous deal-related expenses for Otonomo and SAII
Assumes new shares issued at $10.00 per share following expected share split prior to the effective time of the merger
Illustrative pro forma ownership reflects ownership before taking into account a post-closing equity incentive plan, excludes 13.8MM warrants outstanding with a strike price of $11.50 per share,
and assumes no redemptions by SPAC's existing public shareholders
$10.0
140.9
1,408.0
(307.4)
$1,100.5
1.9x
31
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