Lottery.com Corporate Media Kit
27 TRANSACTION OVERVIEW SOURCES Cash Held in SPAC Trust (1) Issuance of Shares to Lottery.com Stockholders Sponsor Equity (2) ($mm) $63 438 62 Total Sources $563 PRO FORMA ENTERPRISE VALUE AT CLOSE Share Price Pro Forma Share Outstanding (1)(2)(3)(4) $10.96 51.4 Pro Forma Equity Value $563 (+) PF Debt (–) PF Cash $8 (45) Pro Forma Enterprise Value $526 Valuation EV / 2023E Revenue EV / 2023E Gross Proft EV / 2023E EBITDA 0.9x 2.6x 8.9x $571 205 59 USES Stock Consideration Sponsor Equity Rollover Transaction Fees Cash to Balance Sheet (1) $438 62 18 45 Total Uses $563 PRO FORMA OWNERSHIP (1)(3)(4) 11% 11% 78% Seller Rollover SPAC Sponsor Public Stockholders (1) Assumes no redemptions (2) Sponsor agreed to cancel 561,932 shares (3) Excludes 3mm seller earnout shares released at $13.00 before 12/31/21 and 3mm seller earnout shares released at $16.00 before 12/31/22. Excludes 2mm SPAC Sponsor earnout shares released at $13.00 before 12/31/21 and 2mm SPAC Sponsor earnout shares released at $16.00 before 12/31/22. (4) Pro forma share count and post business combination ownership does not include ~21mm warrants exercisable to purchase 1 share of common stock at an $11.50 strike price, nor does it include 1.75mm unit purchase options exercisable at $12.00 per unit, expected to be outstanding following completion of the business combination
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