Otonomo SPAC Presentation Deck slide image

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 Strictly Private and Confidential
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