Assuming Maximum Redemptions definition
Assuming Maximum Redemptions. This presentation assumes that stockholders holding 26,838,263 Public Shares will exercise their redemption rights for their pro rata share ($10.00 per share) of the funds in the Trust Account. Redemption payments of $268.4 million will result in forfeiture of 3,234,375 Founder shares. The Business Combination Agreement provides that consummating the Proposed Transaction is conditioned on Novus having a minimum of $170 million of cash on hand (which is inclusive of $150,000,050 from the PIPE) whether in or outside the Trust Account after giving effect to Novus’s share redemptions and forfeiture of specified percentage of Founder shares if redemptions of cash from the Trust Account held by the Trustee is in excess of $25,000,000 Book Value per share(2) $ (18.78) $ (0.43) $ 3.21 $ 1.84 $ 22.28 $ 12.77 Shares outstanding of common stock 3,038,093 — — Shares outstanding of Class A stock 28,750,000 Shares outstanding of Class B stock 7,187,500 Weighted average shares outstanding of common stock- basic and diluted 1,785,436 Proforma weighted averages shares outstanding of common stock – basic and diluted(3) 155,167,600 125,094,962 Net loss per share of common stock – basic and diluted $ (10.41) $ (0.13) $ (0.16) $ (0.89) $ (1.10) Weighted average shares outstanding of Class A stock – basic and diluted 24,642,857 Net loss per share of Class A stock – basic and diluted $ (0.02) Weighted average shares outstanding of Class B stock – basic and diluted 7,053,571 Net loss per share of Class B stock – basic and diluted $ (0.02) Weighted average shares outstanding of common stock- basic and diluted 1,338,666 — — Proforma weighted averages shares outstanding of common stock – basic and diluted(3) 155,167,600 125,094,962 Net loss per share of common stock – basic and diluted $ (18.06) $ (0.21) $ (0.26) $ (1.47) $ (1.83) Weighted average shares outstanding of Class A stock – basic and diluted — Net loss per share of Class A stock – basic and diluted — Weighted average shares outstanding of Class B stock – basic and diluted 6,250,000 Net loss per share of Class B stock – basic and diluted (0.00)
Assuming Maximum Redemptions. This presentation assumes that stockholders holding 13.4 million shares of Class A Common Stock will exercise their redemption rights for their pro rata share (approximately $10.00 per share, after minor adjustments for interest earned) of the funds in Tailwind's Trust Account. This scenario gives effect to redemptions for aggregate redemption payments of $134.4 million using a per share redemption price that was calculated as $134,416,905 in Tailwind's Trust Account per the unaudited pro forma combined balance sheet divided by 13,441,690 shares of Class A Common Stock as of March 31, 2021. Management arrived at these figures based on the below calculation, which considers the impact of Aggregate Transaction Proceeds required at Closing being no less than $200,000,000 pursuant to the Business Combination Agreement, the cash consideration QOMPLX will pay for Sentar and Tyche, and the impact of transaction costs related to the acquisition by QOMPLX of Sentar and Tyche. As of Transaction Date (amounts in thousands, except per-share amounts) Amount Trust Account(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 334,371 Total PIPE Financing and Bridge Financing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 180,000 Less: Cash for Pipeline Acquisitions(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (179,954) Less: Minimum Cash . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (200,000) Cash available for redemptions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 134,417 Redemption price per share . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10.00 Shares available for redemption . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13,442 (1) Based on total cash available in trust account, inclusive of interest, as of March 31, 2021.
Assuming Maximum Redemptions. This presentation assumes that all Trine stockholders holding approximately 30.0 million Public Shares will exercise their redemption rights for the $305.4 million of funds in Trine’s trust account. The Merger Agreement includes as a condition to closing the Business Combination that, at the closing of the Business Combination, Trine will have a minimum of $200.0 million in Available Cash less total estimated transaction costs. Furthermore, Trine will only proceed with the Business Combination if it will have net tangible assets of at least $5,000,001 upon consummation of the Business Combination. The unaudited pro forma book value information reflects the Transactions as if they had occurred on June 30, 2020. The weighted average shares outstanding and net earnings per share information reflect the Transactions as if they had occurred on January 1, 2019. This information is only a summary and should be read together with the summary historical financial information included elsewhere in this proxy statement/consent solicitation statement/ prospectus, and the historical financial statements of ▇▇▇▇▇ and Desktop Metal and related notes that are included elsewhere in this proxy statement/consent solicitation statement/prospectus. The unaudited pro forma combined per share information of Trine and Desktop Metal is derived from, and should be read in conjunction with, the unaudited pro forma condensed combined financial statements and related notes included elsewhere in this proxy statement/consent solicitation statement/prospectus. The unaudited pro forma combined earnings per share information below does not purport to represent the earnings per share which would have occurred had the companies been combined during the periods presented, nor earnings per share for any future date or period. The unaudited pro forma combined book value per share information below does not purport to represent what the value of Trine and Desktop Metal would have been had the companies been combined during the periods presented.
More Definitions of Assuming Maximum Redemptions
Assuming Maximum Redemptions. This presentation assumes that TSIA stockholders holding
Assuming Maximum Redemptions. This presentation assumes that stockholders holding 26,838,263 Public Shares will exercise their redemption rights for their pro rata share ($10.00 per share) of the funds in the Trust Account. Redemption payments of $268.4 million will result in forfeiture of 3,234,375 Founder shares. The Business Combination Agreement provides that consummating the Proposed Transaction is conditioned on Novus having a minimum of $170 million of cash on hand (which is inclusive of $150,000,050 from the PIPE) whether in or outside the Trust Account after giving effect to Novus’s share redemptions and forfeiture of specified percentage of Founder shares if redemptions of cash from the Trust Account held by the Trustee is in excess of $25,000,000 Revenue $ — $ — Net loss per share – basic and diluted $ (0.13) $ (0.16) Weighted-average Common shares outstanding – basic and diluted 155,167,600 125,094,962 Revenue $ — $ — Net loss per share – basic and diluted $ (0.21) $ (0.26) Weighted-average Common shares outstanding – basic and diluted 155,167,600 125,094,962 Total assets $ 521,138,690 $ 252,746,334 Total liabilities $ 22,411,993 $ 22,411,993 Total stockholders equity $ 498,726,697 $ 230,334,341 The following table sets forth summary historical comparative share information for Novus and Energy Vault and unaudited pro forma condensed combined per share information after giving effect to the Business Combination assuming two redemption scenarios as follows: The pro forma book value information reflects the Transaction as if it had occurred on September 30, 2021. The weighted average shares outstanding and net earnings per share information reflect the Business Combination as if it had occurred on January 1, 2020. This information is only a summary and should be read together with the summary historical financial information summary included elsewhere in this proxy statement/prospectus, and the historical financial statements of Novus and Energy Vault and related notes. The unaudited pro forma combined per share information of Novus and Energy Vault is derived from, and should be read in conjunction with, the unaudited pro forma condensed combined financial statements and related notes included elsewhere in this proxy statement/prospectus. The unaudited pro forma combined earnings per share information below does not purport to represent the earnings per share which would have occurred had the companies been combined during the periods presented, nor earnings per share for an...
Assuming Maximum Redemptions. This presentation assumes that C▇▇▇▇▇▇▇▇ public stockholders holding 84.6 million of C▇▇▇▇▇▇▇▇’▇ public shares (i.e., all of C▇▇▇▇▇▇▇▇’▇ public shares other than those Covered Shares that are not subject to permitted transfer provisions in the Non-Redemption Agreements as described above) exercise their redemption rights and that such shares are redeemed for their pro rata share (assuming $10.00 per share) of the funds in C▇▇▇▇▇▇▇▇’▇ trust account for aggregate redemption proceeds of $845.7 million. Under the Merger Agreement, the consummation of the Transactions is conditioned upon, among other things, the amount of Available Closing Acquiror Cash not being less than $2,700.0 million. This scenario gives effect to the maximum number of redemptions that meet all of the conditions to permit consummation of the Transactions. The following summarizes the pro forma shares outstanding under the two scenarios: Share issuance to the MultiPlan Parent Owners 415.7 415.7 Total MultiPlan Parent Owners shares 415.7 60.5 % 415.7 69.0 % Shares held by current C▇▇▇▇▇▇▇▇ public shareholders 110.0 110.0 Less: public shares redeemed(1) — 84.6 Total held by current C▇▇▇▇▇▇▇▇ public shareholders 110.0 16.0 % 25.4 4.2 % Shares held by the Sponsor (or any of its affiliates)(2) 29.0 4.2 % 29.0 4.8 % Common PIPE Shares 132.1 19.2 % 132.1 21.9 % Net C▇▇▇▇▇▇▇▇ shares, Sponsor Shares and Common PIPE Shares 271.1 39.5 % 186.5 31.0 % Pro Forma Shares Outstanding(3) 686.8 100.0 % 602.2 100.0 %
Assuming Maximum Redemptions. This presentation assumes that stockholders holding 26,838,263 Public Shares will exercise their redemption rights for their pro rata share ($10.00 per share) of the funds in the Trust Account. Redemption payments of $268.4 million will result in forfeiture of 3,234,375 Founder shares. The Business Combination Agreement provides that consummating the Proposed Transaction is conditioned on Novus having a minimum of $170 million of cash on hand (which is inclusive of $150,000,050 from the PIPE) whether in or outside the Trust Account after giving effect to Novus’s share redemptions and forfeiture of specified percentage of Founder shares if redemptions of cash from the Trust Account held by the Trustee is in excess of $25,000,000 Revenue $ — $ — Net loss per share – basic and diluted $ (0.13) $ (0.16) Weighted-average Common shares outstanding – basic and diluted 155,167,600 125,094,962 41 Pro Forma Combined (Assuming No Redemptions) Pro Forma Combined (Assuming Maximum Redemptions) Revenue $ — $ — Net loss per share – basic and diluted $ (0.21) $ (0.26) Weighted-average Common shares outstanding – basic and diluted 155,167,600 125,094,962 Total assets $ 521,138,690 $ 252,746,334 Total liabilities $ 22,411,993 $ 22,411,993 Total stockholders equity $ 498,726,697 $ 230,334,341 The following table sets forth summary historical comparative share information for Novus and Energy Vault and unaudited pro forma condensed combined per share information after giving effect to the Business Combination assuming two redemption scenarios as follows: The pro forma book value information reflects the Transaction as if it had occurred on September 30, 2021. The weighted average shares outstanding and net earnings per share information reflect the Business Combination as if it had occurred on January 1, 2020. This information is only a summary and should be read together with the summary historical financial information summary included elsewhere in this proxy statement/prospectus, and the historical financial statements of Novus and Energy Vault and related notes. The unaudited pro forma combined per share information of Novus and Energy Vault is derived from, and should be read in conjunction with, the unaudited pro forma condensed combined financial statements and related notes included elsewhere in this proxy statement/prospectus. The unaudited pro forma combined earnings per share information below does not purport to represent the earnings per share which would have oc...
Assuming Maximum Redemptions. This presentation assumes that all Trine stockholders holding approximately 30.0 million Public Shares will exercise their redemption rights for the $305.4 million of funds in Trine’s trust account. The Merger Agreement includes as a condition to closing the Business Combination that, at the closing of the Business Combination, Trine will have a minimum of $200.0 million of Available Cash less total estimated transaction costs. Furthermore, Trine will only proceed with the Business Combination if it will have net tangible assets of at least $5,000,001 upon consummation of the Business Combination. Revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 5,574 $ 5,574 Net loss . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ (46,368) $ (46,368) Basic and diluted net loss per common share . . . . . . . . . . . . . . . . . . $ (0.21) $ (0.24) Weighted average shares outstanding, basic and diluted . . . . . . . . . . 224,374,000 194,359,000 Revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 26,439 $ 26,439 Net loss . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ (105,120) $ (105,120) Basic and diluted net loss per common share . . . . . . . . . . . . . . . . . . $ (0.47) $ (0.54) Weighted average shares outstanding, basic and diluted . . . . . . . . . . 224,374,000 194,359,000 Total assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 667,195 $ 361,813 Total liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 30,299 $ 30,299 Total equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 636,896 $ 331,514 The following table sets forth summary historical comparative share and unit information for Trine and Desktop Metal and unaudited pro forma condensed combined per share information of Trine after giving effect to the Transactions (as defined in the section titled ‘‘Unaudited Pro Forma Condensed Combined Financial Information’’), assuming two redemption scenarios as follows:
Assuming Maximum Redemptions. This presentation assumes that stockholders holding 34.5 million of FVAC’s public shares will exercise their redemption rights for their pro rata share (approximately $10.00 per share) of the funds in the Trust Account. This scenario gives effect to public share redemptions for aggregate redemption payments of $345.0 million using a per share redemption price that was calculated as $345,036,875 in the Trust Account less $36,875 in interest income used to pay a portion of the outstanding franchise tax payable divided by 34,500,000 FVAC public shares, in each case, as of June 30, 2020. Additionally, this scenario gives effect to the surrender of 5,140,152 Founder Shares pursuant to the Parent Sponsor Letter Agreement. The pro forma book value information reflects the Business Combination as if it had occurred on June 30, 2020. The weighted average shares outstanding and net loss per share information give pro forma effect to the Business Combination as if it had occurred on January 1, 2019.
Assuming Maximum Redemptions. This presentation assumes that all Trine stockholders holding approximately 30.0 million Public Shares will exercise their redemption rights for the $305.4 million of funds in Trine’s trust account. The Merger Agreement includes as a condition to closing the Business Combination that, at the closing of the Business Combination, Trine will have a minimum of $200.0 million of Available Cash less total estimated transaction costs. Furthermore, Trine will only proceed with the Business Combination if it will have net tangible assets of at least $5,000,001 upon consummation of the Business Combination. On August 26, 2020, ▇▇▇▇▇ entered into the Merger Agreement. Pursuant to the terms of the Merger Agreement, a business combination between Trine and Desktop Metal will be effected through the merger of Merger Sub with and into Desktop Metal, with Desktop Metal surviving the merger as a wholly owned subsidiary of Trine. At the effective time of the Business Combination, each share of Desktop Metal preferred stock, par value $0.0001 per share (‘‘Desktop Metal preferred stock’’), and each share of Desktop Metal common stock, par value $0.0001 per share (‘‘Desktop Metal common stock’’), will be converted into the right to receive a number of shares of Trine’s Class A common stock, par value $0.0001 per share. The purchase price for the Desktop Metal common stock and preferred stock is the consideration cap of $1.8 billion. The consideration payable to Desktop Metal stockholders will consist of 183.0 million shares of Trine Class A common stock at $10 per share (or $1.8 billion). In connection with the execution of the Merger Agreement, ▇▇▇▇▇ entered into the Subscription Agreements. Pursuant to the Subscription Agreements, the Subscribers have agreed to purchase, and ▇▇▇▇▇ has agreed to sell to the Subscribers, an aggregate of 27,497,500 shares of Class A common stock for a purchase price of $10.00 per share and at an aggregate purchase price of $274,975,000 (collectively, the ‘‘PIPE’’). The obligations to consummate the transactions contemplated by the Subscription Agreements are conditioned upon, among other things, customary closing conditions and the consummation of the transactions contemplated by the Merger Agreement. The following represents the aggregate merger consideration under the no redemption and maximum redemption scenarios: Share Consideration to Desktop Metal(a)(b) . . . . . . . . . . . . . . . . . . . . . . $1,830,000 183,000