EFTA01369709.pdf

What are SPAC investors looking for? I • Management quality and credibility remain the top differentiator— unique expertise, proprietary access to targets and a long-standing track record are key selling points Management/ sponsor team is key • History of value creation (or investors • Demonstrate ability to execute 'de-SPACing' process (M&A experience) • Clear investment focus in a deep and target rich environment • Clear approach to value creation to overcome structural overhang The investor universe has Strategy expanded with recent IPO • Define role and contribution of sponsor team post acquisition transactions marketed beyond traditional • Management of potential conflicts of interest structured buyers • Appropriate level of cash in trust with latest technology around structure Structure • Investors asking for plain vanilla structures that they are comfortable with • Minimum SPAC size and float to attract major investors, but also aligned with target opportunity set and sponsor history Size and liquidity • Active market-making and after-market trading supported by lead manager Deutsche Bank 2s Corporate & Investment Banking CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0062144 CONFIDENTIAL SDNY_GM_00208328 EFTA01369709