Clever Leaves IPO Presentation
Capital Structure
Clever Leaves Holdings, Inc. Capitalization
Share Class
Common Shares
RSUS
Common Shares Outstanding
Management Incentive Options
Warrants
Fully Diluted Shares
Reference
Sponsor Earnout
Management Earnout Tier 2
Fully diluted shares plus performance-based awards
(2)
(3)
(4)
(5)
(6)
Gross Shares
Count
1,745
70
1,815
10
17,777
19,602
19
24
19,645
% of Total
8.9%
0.4%
9.2%
0.1%
90.5%
99.8%
0.1%
0.1%
100.0%
Exercise Price
$0.00 - $866.7
$11.50
$450.00
$450.00
Treasury Stock Method
Count
1,745
70
1,815
6
1,821
1,821
CLEVER
LEAVES
% of Total
95.8%
3.8%
99.7%
0.3%
100.0%
100.0%
(1) Stock price as of Nov. 7, 2023
(2) Includes 19K of SPAC Sponsor earn-out common shares.
(3) Includes 58K RSUS and 12K Management Earnout Tier 1 shares for Company's management for which the closing price share condition has been met but are still subject to vesting condition.
(4) Includes 4.9M of SPAC Sponsor Warrants
(5) The 19K earnout shares related to the SPAC Sponsor and placed into escrow will be released from escrow only if the closing price of the Company's common shares on Nasdaq equals or
exceeds $15.00 per share for any 20 trading days within any consecutive 30 trading day period on or before the fourth anniversary of the Closing.
(6)
The 24K earnout shares for the Company's management will be issued to the Earnout Shareholders at the direction of the Company's board of directors (or any committee designated
thereby) only if the closing price of the company's common shares on Nasdaq equals or exceeds $15.00 per share for any 20 trading days within any consecutive 30 trading day period on
or before the fourth anniversary of the Closing.
(7)
In connection with the Reverse Share Split, the warrants were adjusted in accordance with their terms such that each warrant entitles the holder to purchase 1/30 common share, at an
exercise price of $11.50 per share.
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