Selina SPAC
Transaction Summary
Sources and Uses
($ in mm)
Sources
SPAC Cash in Trust ¹
Proceeds from PIPE ²
Selina Shareholder Equity Rollover ³
Total Sources
Uses
Cash to Balance Sheet
Selina Shareholder Equity Rollover ³
4
Transaction Fees
Total Uses
Selina
Amount
230
55
851
1,136
Amount
267
851
18
1,136
%
20%
5%
75%
100%
%
24%
75%
2%
100%
Note: Assumes no redemptions from BOA investors. Excludes impact of 6.6mm sponsor warrants and 7.7mm public warrants. Assumes
a nominal share price of $10.00 per share. Totals may not sum due to rounding.
1. Excludes any interest earned on the BOA Cash in Trust. BOA Cash amount subject to change depending on the actual interest earned.
2. Includes $10.0mm funded at announcement with pre-payment share-based fee and $45.0mm funded at closing for $10.00 per share.
Excludes $15.0mm minimum equity backstop.
Pro Forma Valuation
($ in mm)
PF Shares Outstanding 5
Share Price
PF Equity Value
(-) PF Net Cash 6
PF Enterprise Value
PF EV / 2022E Revenue
2022E Revenue
PF EV / 2023E Revenue
2023E Revenue
Pro Forma Ownership
====
PIPE
Investors
5%
BOA Public
Shareholders
19%
BOA Sponsors
5%
Existing
Shareholders
71%
119.6
$10.00
1,196
(254)
942
4.0x
234
1.9x
506
3. Includes Selina convertible debt.
4. Excludes estimated Selina transaction expenses of $12-13mm.
5. Includes 85.1mm existing shareholder rollover shares, 5.8mm PIPE shares, 5.8mm BOA founder shares and 23.0mm BOA public shareholder shares. TRANSACTION OVERVIEW
6. Pro forma net cash excludes Selina convertible debt; includes $6mm of balance sheet cash and $19mm of corporate debt outstanding, excluding
$58mm unit-level debt and $4mm forfeitable government aid debt outstanding as of 09/30/2021.
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