Assuming Maximum Redemptions. This presentation assumes that TSIA stockholders holding 30.0 million Public Shares, will exercise their redemption rights for the $300.0 million of funds in the Trust Account. The pro forma book value, weighted average shares outstanding, and net earnings per share information reflects the Business Combination, assuming the Post-Combination Company shares were outstanding since January 1, 2020. This information is only a summary and should be read together with the selected historical financial information summary included elsewhere in this proxy statement/prospectus, and the audited financial statements of TSIA and Latch and related notes that are included elsewhere in this proxy statement/prospectus. The unaudited TSIA and Latch pro forma combined per share information 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 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 TSIA and Latch would have been had the companies been combined during the period presented.
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 Pro Forma Combined (Assuming No Redemptions) Pro Forma Combined (Assuming Maximum Redemptions) Summary Unaudited Pro Forma Condensed Combined Statement of Operations Data: Nine Months Ended September 30, 2021 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 Summary Unaudited Pro Forma Condensed Combined Statement of Operations Data Year Ended December 31, 2020 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 Summary Unaudited Pro Forma Condensed Combined Balance Sheet Data as of September 30, 2021 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 42 COMPARATIVE SHARE INFORMATION 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 Vaul...
Assuming Maximum Redemptions. This presentation assumes that all of Panacea’s public stockholders exercise redemption rights with respect to their shares of Panacea Class A common stock. This scenario assumes that 14,375,000 shares of Panacea Class A common stock are redeemed for an aggregate redemption payment of approximately $143.8 million. Historical Pro Forma Panacea Nuvation Bio No Redemption Scenario Maximum Redemption Scenario (In thousands, except per share amounts) Statement of Operations Data—For the Nine Months Ended September 30, 2020 Total operating expenses $ 738 $ 29,783 $ 29,026 $ 29,026 Loss from operations (738) (29,783) (29,026) (29,026) Net loss (735) (28,379) (27,619) (27,619) Total comprehensive loss (735) (26,979) (26,219) (26,219) Basic and diluted net loss per share, Class A redeemable common stock — — — — Basic and diluted net loss per share, Class B common stock (0.20) — — — Basic and diluted net loss per share, common stock (0.11) (0.18) (0.19) Statement of Operations Data—For the Year Ended December 31, 2019 Total operating expenses $ — $ 32,099 $ 32,099 $ 32,099 Loss from operations — (32,099) (32,099) (32,099) Net loss — (33,552) (33,552) (33,552) Total comprehensive loss — (33,131) (33,131) (33,131) Basic and diluted net loss per share — (0.16) (0.23) (0.26) Balance Sheet Data—As of September 30, 2020 Total current assets $ 1,746 $ 98,313 $ 720,005 $ 576,252 Total assets 145,499 99,422 721,114 577,361 Total current liabilities 974 7,430 8,404 8,404 Total liabilities 974 7,576 8,550 8,550 Redeemable convertible preferred stock — 141,864 — — Class A common stock, subject to possible redemption 139,525 — — — Total stockholders’ equity (deficit) 5,000 (50,018) 712,564 568,811 Historical Pro Forma Panacea Nuvation Bio No Redemption Scenario Maximum Redemption Scenario (In thousands, except per share amounts) Historical Pro Forma Panacea Nuvation Bio
Examples of Assuming Maximum Redemptions in a sentence
As of and For the Three Months Ended March 31, 2021 Historical Pro Forma Combined Xxxxxx Equivalent Pro Forma Per Share Data(4) Xxxxxx Aviation Inc.(3) Atlas Crest Investment Corp.(2) Assuming No Redemptions Assuming Maximum Redemptions Assuming No Redemptions Assuming Maximum Redemptions Basic and diluted net loss per share, common stock and Redeemable (in thousands, except share data) Class A Common Stock .
Latch TSIA (As Restated)(1) Assuming No Redemptions Assuming Maximum Redemptions Assuming No Redemptions Assuming Maximum Redemptions As of and for the Year Ended December 31, 2020 Book value per share—basic and diluted .
Cash and cash Latch (Historical) TSIA (Historical) (As Restated) Transaction Accounting Adjustments (Assuming No Redemptions) Pro Forma Combined (Assuming No Redemptions) Transaction Accounting Adjustments (Assuming Maximum Redemptions) Pro Forma Combined (Assuming Maximum Redemptions) equivalents .
The following represents the consideration at closing of the Business Combination: (in millions) Assuming No Redemptions Assuming Maximum Redemptions Share issuance to Latch shareholders .
Assuming No Redemptions Assuming Maximum Redemptions Book value per share(2) .
More Definitions of Assuming Maximum Redemptions
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. Combined Pro Forma Assuming Assuming No Maximum (in thousands, except share and per share data) Redemptions Redemptions Summary Unaudited Pro Forma Condensed Combined Statement of Operations Data Six months ended June 30, 2020 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 Summary Unaudited Pro Forma Condensed Combined Statement of Operations Data Year Ended December 31, 2019 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 Summary Unaudited Pro Forma Condensed Combined Balance Sheet Data As of June 30, 2020 Total assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 667,195 $ 361,813 Total liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 30,299 $ 30,299 Total equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 636,896 $ 331,514 Unaudited Historical Comparative and Pro Forma Combined Per Share Data of Trine and Desktop Metal The following table sets forth summary historical comparative share and unit information for Trine and Desktop Metal and unaudited pro forma condensed combined per s...
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. Description of the Transactions On August 26, 2020, Xxxxx 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, Xxxxx entered into the Subscription Agreements. Pursuant to the Subscription Agreements, the Subscribers have agreed to purchase, and Xxxxx 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: Minimum and Maximum Redemption (in thousands) Purchase price Shares Issued Share Consideration to...
Assuming Maximum Redemptions. This presentation assumes that 22,959,700 of the current outstanding RAAC Public Shares are redeemed (which is derived from the number of shares that could be redeemed in connection with the Business Combination at an assumed redemption price of approximately $10.00 per share based on funds held in the Trust Account as of March 31, 2021 and still satisfy the minimum cash condition of $200,000,000 set forth in the Merger Agreement, after giving effect to the PIPE Investment and the payment of estimated transaction costs of approximately $25 million, including deferred underwriting commissions from RAAC’s IPO, incurred in connection with the Business Combination), 16,500,000 shares of RAAC Class A Common Stock are issued pursuant to the PIPE Investment and 193,630,686 shares of RAAC Class A Common Stock are issued as Merger Consideration. Description of the Transactions On February 23, 2021, RAAC entered into the Merger Agreement. Pursuant to the terms of the Merger Agreement, a business combination between RAAC and Berkshire Grey will be affected through the merger of Merger Sub with and into Berkshire Grey, with Berkshire Grey surviving the merger as a wholly owned subsidiary of RAAC. At the effective time of the Business Combination, each share of Berkshire Grey preferred stock, par value $0.0001 per share (“Berkshire Grey preferred stock”), and each share of Berkshire Grey common stock, par value $0.0001 per share (“Berkshire Grey common stock”), will be converted into the right to receive a number of shares of RAAC’s Class A common stock, par value $0.0001 per share. The purchase price for the Berkshire Grey common stock and preferred stock is the consideration cap of $2.25 billion. The consideration payable to Berkshire Grey stockholders will consist of 225.0 million shares of RAAC Class A common stock at $10.00 per share (or $2.25 billion), or approximately 5.85140 shares of RAAC Class A Common Stock for each share of Berkshire Grey common stock. In connection with the execution of the Merger Agreement, RAAC entered into the Subscription Agreements. Pursuant to the Subscription Agreements, the Subscribers have agreed to purchase, and RAAC has agreed to sell to the Subscribers, an aggregate of 16.5 million shares of Class A common stock for a purchase price of $10.00 per share and at an aggregate purchase price of $165.0 million (collectively, the “PIPE”). The obligations to consummate the transactions contemplated by the Subscription Agreements are co...
Assuming Maximum Redemptions. This presentation assumes that TSIA stockholders holding
Assuming Maximum Redemptions. This presentation assumes that TSIA public stockholders holding 30,000,000 of TSIA’s public shares exercise their redemption rights and that such shares are redeemed for their pro rata share ($10.00 per share) of the funds in the Trust Account for aggregate redemption proceeds of $300.0 million. The following summarizes the pro forma Post-Combination Company shares outstanding under the two scenarios: Assuming No Redemptions Assuming Maximum Redemptions(1) (Shares) % (Shares) % Post-Combination Company shares issued to Latch stockholders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 100,000,000 100,000,000 Total Latch shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 100,000,000 64.2% 100,000,000 79.5% Post-Combination Company shares issued to TSIA public stockholders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30,000,000 30,000,000 Less: shares redeemed(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — (30,000,000) Total TSIA shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30,000,000 19.3% — 0% Post-Combination Company shares issued to Subscribers . . . . . . 19,000,000 19,000,000 Total Subscriber shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19,000,000 12.2% 19,000,000 15.1% Post-Combination Company shares issued to the Sponsor and certain TSIA’s directors(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6,762,000 6,762,000 Total Sponsor and director shares . . . . . . . . . . . . . . . . . . . . . . . . . 6,762,000 4.3% 6,762,000 5.4% Pro Forma Shares Outstanding . . . . . . . . . . . . . . . . . . . . . . . . . 155,762,000 100% 125,762,000 100%
Assuming Maximum Redemptions. This presentation assumes that Cxxxxxxxx public stockholders holding 84.6 million of Cxxxxxxxx’x public shares (i.e., all of Cxxxxxxxx’x 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 Cxxxxxxxx’x 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: (shares in millions) Assuming No Redemptions Assuming Maximum Redemptions Shares % Shares % 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 Cxxxxxxxx public shareholders 110.0 110.0 Less: public shares redeemed(1) — 84.6 Total held by current Cxxxxxxxx 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 Cxxxxxxxx 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 TSIA stockholders holding 30.0 million Public Shares, will exercise their redemption rights for $300.0 million of funds in TSIA’s trust account. Furthermore, TSIA 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. (in thousands, except share and per share information) Assuming No Redemptions Assuming Max Redemptions UNAUDITED HISTORICAL COMPARATIVE AND PRO FORMA COMBINED PER SHARE DATA OF TSIA AND LATCH The following table sets forth selected historical comparative unit and share information for TSIA and Latch, respectively, and unaudited pro forma condensed combined per share information of TSIA after giving effect to the Business Combination, assuming two redemption scenarios as follows: