Bright Machines SPAC
Detailed Transaction Overview
Transaction Structure
Pre-money equity value of $1,100m(¹)
Pro forma enterprise value of $1,148m (1.6x 2025E revenue)(¹)(2)
$435m gross cash proceeds inclusive of $205m PIPE proceeds and $230m
SPAC cash in trust)
-
-
Potential earnout for existing shareholders
23m total additional shares, vesting in three equal tranches
Thresholds of $13.75, $18.75 and $23-75 per share¹31
100% of sponsor shares vest at close()
Illustrative Sources and Uses
+
·
(s in millions)
Sources
Existing Shareholders
SPAC Cash In Trust)
SPAC Founder Shares(4)
PIPE Equity
Total Sources
Existing Shareholders
Cash to Balance Sheet¹²)
SPAC Promote(4)
Estimated Fees & Expenses
Total uses
Bright
Machines.
1:13
121
EBES
14
Amount
$1,100
230
58
205
$1,593
$1,100
400
58
35
$1,593
%
69%
14%
4%
13%
100%
69%
25%
4%
2%
100%
Illustrative Pro Forma Capitalization
(s in millions, except share price)
Share Price
PF Shares Outstanding(¹)
PF Equity Value
(-) Assumed PF Net Cash (xs)
PF Enterprise Value To Market
Illustrative Pro Forma Ownership at Close
4%
1456
O
13%
69%
Escudes potential impact of existing shareholder et structure. Under the amendment to the Flex MSSA, the 1,100m equity attributed to costing Bright Machine sh
is expected to be allocated among existing Bright Machines shareholders subsequent to the retirement of guam shares of existing Bright Machines common stock curently owned by Flex
Assumes no redemptions
Carnout wirts upon the common stock trading above the relevant threshold for a trading days of any consecutive jo trading day period prior to the 5th anniversary of closing.
Uporithe closing, NLP agreed to acquire from the SCVX founders of the founders shares and oth of the founder ans
includes exsting cash on balance sheet of sus million as of March asas antillustrative transaction proceeds from SPWC cashin trust and PIPEinvestors, net offees.
$10.00
PIPE Equity
159-3
$1,593
($445)
$1,148
Existing Shareholders (¹)
SPAC Shareholders (2)
SPAC Founder Shares)
Ⓒ2021 Bright Machines, Inc.
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