Getaround SPAC Presentation Deck
Transaction summary
in millions, except per share values
Key transaction terms
• Pro forma enterprise value of $900M
• Pro forma net balance sheet cash assumes no redemptions, $50M equity¹, $175M
Mudrick convertible notes, $67M balance sheet cash, and $80M debt as of 12/31/21
●
●
At closing, existing shareholders will retain 68% ownership in the pro forma company
Both the SPAC and the equity investors are 100% primary with all net proceeds
(after transaction costs) going to the balance sheet
Illustrative post-transaction ownership
5.7%
4.3%
22.0%
O
Existing Getaround shareholders
Equity investors
getaround
68.0%
SPAC shareholders
Sponsor shares
Pro forma ownership
Existing Getaround shareholders
SPAC shareholders
Equity investors
Sponsor shares
Total value
$800
259
50
67
$1,176
Illustrative pro forma valuation
Pro forma capitalization
Share price at merger
Total shares outstanding
Equity value
(-) Pro forma net balance sheet cash.
Enterprise value
Sources & uses
Sources
SPAC cash in trust
Equity proceeds
Mudrick convertible notes
Total sources
Uses
Cash to balance sheet (at closing)
Transaction fees and expenses
Planned debt repayment
Total uses
259
50
175
$484
389
20
75
$484
1. $50M equity from any combination of PIPE or other equity financing sources
Notes: (a) assumes nominal share price of $10, (b) pro forma ownership excludes warrants, earnout, Mudrick convertible notes, and assumes no shareholder redemptions, (c) pro forma net balance sheet cash reduced by
expected transaction fees, (d) 45mm Getaround shares deferred at closing, with vesting 4.5m shares at $13.50/sh, 4.5m shares at $17.00/sh, 6.0m shares at $25.00, 75m shares at each of $30.00/sh, $37.00/sh, $46.00/sh,
and $55.00/sh (11 mm Getaround shares reserved at closing as earnout incentive for company personnel), (e) transaction structure includes 10mm shares in escrow for PIPE investor downside protection, any shares not used
for downside protection will be released to pre-transaction Getaround shareholders (f) consummation of the Business Combination is subject to $175mm minimum cash after satisfying Sponsor's redemption obligations and
net of any Transaction Expenses or Deferred Underwriting Compensation and, if not satisfied at closing, Getaround can choose to waive the condition, (g) Sponsor shares include 0.2mm representative shares.
$10.00
117.6
$1,176
(276)
$900
53.5%
10.3%
36.2%
100%
80.4%
4.1%
15.5%
100%
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