EFTA01369711.pdf

SPAC structure today SPAC technology today Comments The SPAC structure has been improved with issuers addressing key — Investor capital protected challenges of the legacy Cash in trust — 'I00% in trust at IPO — Lower interest rate environment, but cash in trust structure including the remains largely unchanged promote size, shareholder vote complexities and the dilutive terms of warrants — 20% is a strong initial starting point Sponsor — 20% common stock — Full promote has been earnedin most successful promote back-ends — Full proxy subject to SEC review - Much higher certainty of deal close — When shareholder vote is required, no more than 50% voting against acquisition - Quicker acquisition timeine Acquisition — shareholders can vote -yes' and redeem - Shareholders maintain same redemption fights mechanics shares which typically results in zero 'no' votes - Higher likelihood ofretaining warrant value — Redemption thresholds can be set by - Redemption threshold set by specifics of specific acquisition requirements, i.e. transaction minimum cash — Half warrant per unit - Significantly less dilution and overhang — Strike out of the money - Longer duration provides increased time value to Warrant terms ($11.50 strike price per whole warrant) warrant holders — 5 year duration from close of business - Investor trade-offinitial In the money' value to combination maintain upside Deutsche Bank 27 Corporate & Investment Banking CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0062146 CONFIDENTIAL SDNY_GM_00208330 EFTA01369711