Near SPAC Presentation Deck
Transaction Summary
●
●
Near to merge with Kludeln at a pro forma fully diluted
enterprise value of $753M (8.3x CY 2023 Revenue)
Existing Near shareholders are rolling over 100% of
their equity and will retain ~68% pro-forma ownership
Transaction will result in approximately $268M of gross
proceeds
Sources and Uses ($M)¹
Source of Capital
Seller Rollover Equity Shares
(1) SPAC Cash in Trust
(2) PIPE
Total Sources
Use of Capital
Cash to Surviving Company Balance Sheet
Seller Rollover Equity Shares
Transaction Expenses (Estimated)
Total Uses
Amount
$660
$173
$95
$928
Amount
$233
$660
$35
$928
%
71%
19%
10%
100%
%
25%
71%
4%
100%
Pro Forma Valuation ($M)¹
Pro Forma Capitalization
Shares Outstanding
Share Price
Post Money Market Cap
(-) Net proceeds from Transaction
(+) Net Debt
Post Money Enterprise Value
Pro Forma Ownership³
Notes:
(1) Assumes no Kludeln stockholders have exercised their redemption rights to receive cash from the trust account. This amount will be reduced by the
amount of cash used to satisfy any redemptions.
(2) Assumes successful completion of Transaction financing (as defined in the merger agreement) in the amount of $95M, which represents the minimum
cash condition (as defined in the merger agreement), in the form of a private placement of common stock of Kludeln prior to the consummation of the
Business Combination
(3) Assumes a nominal share price of $10.00. Ownership excludes impact of warrants and management performance plan of 8% after transaction close.
(4) Assumes the issuance of common stock in any anticipated PIPE financing
www.near.com
4.4%
9.8%
17.8%
68.0%
97
$10
$971
$233
$15
$753
Near Rollover Equity
■ SPAC Public Stockholders
■ Sponsor Promote
▪ Anticipated PIPE Proceeds
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