SPAC and De-SPAC TransactionsOverview

Contents

SPAC IPOs I

De-SPAC Transactions II

2

I. SPAC Basics

What is a SPAC?

4

• Special purpose acquisition company formed and taken public solely for the purpose of effecting a business combination (a “De-SPAC transaction”)

• Typically formed as a DE corporation or Cayman Islands Company

• Formed by a “Sponsor” (usually a financial sponsor or industry veterans) which has demonstrated success in identifying, acquiring and operating growing businesses

• Deadline for De-SPAC transaction specified in charter; usually 18-24months (sometimes with extension if a LOI has been entered into bydeadline), subject to a maximum of 36 months (per exchange listingrules)

Who is involved in a SPAC?

5

• Sponsor

• Underwriters

• Trustee

• Issuer’s counsel

• Underwriters’ counsel

• The SEC

• IPO investors

• Auditors

• Financial statement consultants

• Forward Purchasers

Typical SPAC Capital Structure: Founder Shares / “Promote”

6

• At or near the time of formation of the SPAC (pre-IPO), Sponsor purchases common stock of the SPAC for a nominal amount (usually $25k); these shares are referred to as “Founder Shares” or the “promote”

• Usually, at the time of the De-SPAC transaction, the Founder Shares convert into public shares on a one-for-one basis

• Number of founder shares typically equals 25% of the number of shares being offered in the IPO (inclusive of green shoe), resulting in 20% post-IPO ownership

• Terms often include forfeiture/gross-up mechanics to achieve the desired promote percentage, e.g. if the green shoe is not fully exercised or if additional equity financing is obtained prior to or in connection with the De-SPAC transaction

• In some cases, only Founder Shares vote in director elections prior to a De-SPAC transaction (and in most cases, a SPAC will not hold a shareholder meeting to elect directors until after the De-SPAC transaction)

Typical SPAC Capital Structure: Public Shares

7

• In the IPO, company offers “Units” consisting of one share of common stock and a fraction of a warrant (see next slide) for $10/Unit

• Public Shares and Founder Shares are typically classified into separate classes (e.g. “Class A” vs. “Class B” common stock) but vote together as a single class and are identical except for certain redemption and anti-dilution protections (and in some cases Public Shares do not vote in director elections prior to a De-SPAC transaction)

Typical SPAC Capital Structure: Warrants

8

• Issued to the Sponsor as well as the public, generally on the same terms (see next slide)

• Usually exercisable after the later of (i) 30 days after SPAC completes an acquisition and (ii) 12 month anniversary of IPO closing

• Anti-dilution adjustments for splits/dividends, and sometimes for issuance of equity below a price threshold in connection with the De-SPAC transaction

Typical SPAC Capital Structure: Warrants (cont.)

9

Public Warrants

• A fraction of a warrant (1/2 or 1/3) is included in each Unit sold in the IPO

• Detachable from Public Shares and trade separately after IPO

• Usually subject to redemption

– if stock trades above a certain price (e.g. $18) for a period of time

– Recent deals have a “make-whole” redemption once stock trades above $10 per share

• Exercise typically cash settled

Sponsor Warrants

• Sold to Sponsor to fund the SPAC’s working capital and pre-acquisition expenses

• Purchase price = amount of upfront underwriting discount (2% of gross IPO proceeds) plus estimated offering expenses and post-IPO working capital (often estimated at $2 million)

• Purchase price represents the Sponsor’s “at risk capital”

• Exercise is net share settled

SPAC Capital Structure: Some Recent Innovations

10

Recently, some Sponsors have innovated from the “typical” capital structure to differentiate their SPACs and claim improved alignment between the Sponsor and the public (and/or De-SPAC target) shareholders

• SPACs without warrants; Sponsor’s “at risk capital” Class A shares purchased in a private placement concurrently with IPO

– Thoma Bravo Advantage (Sponsor: Thoma Bravo / Closing Date: January 20, 2021/ Amount raised: $900 million)

• SPACs with a 10% promote

– Ajax I (Sponsor: Daniel Och / Closing Date: October 30, 2021 / Amount raised: $750 million)

• SPACs that seek to mimic carried interest economics for sponsor:

– CBRE Acquisition Holdings, Inc. (Sponsor: CBRE / Closing Date December 15, 2020/ Amount raised: $402 million)

– Health Assurance Acquisition Corp (Sponsor: General Catalyst / Closing Date November 17, 2020 / Amount raised $500 million)

SPAC Capital Structure: Some Recent Innovations (cont.)

11

• SPACs with bespoke structures

– Pershing Square Tontine Holdings (Sponsor: Pershing Square / Closing Date: July 22, 2020 / Amount Raised: $4 billion)

◦ No Founder Shares; Sponsor’s “at risk capital” = $65 million of Sponsor Warrants

◦ Increased hurdle for Sponsor Warrants (20% vs. 15% for Public Warrants) and Sponsor agreed not to exercise warrants for 3 years after the De-SPAC closing

◦ Public Units include one share and 1/9 of a warrant (vs. 1/3); anadditional 2/9 of a warrant will be distributed pro rata followingredemptions in connection with a De-SPAC transaction

◦ Minimum $1 billion forward commitment (can be increased by Sponsorup to $3 billion)

Use of IPO Proceeds

12

Trust Account

• IPO proceeds deposited into trust to be held as cash or invested in government securities

• Funds released only to fund (i) the De-SPAC transaction, (ii) redemption of common stock (as discussed below), (iii) payment of the deferred underwriting commission, (iv) repayment of loans by Sponsor, and (v) De-SPAC transaction expenses and post-closing working capital

• Trust agreement typically permits withdrawals of interest to fund franchise/income taxes and sometimes permits withdrawal of a limited amount of interest (subject to a cap, e.g. $500,000) for working capital

Underwriting Commission

• Typically an aggregate commission of 5.5%, with a portion (e.g. 2.0%) paid atIPO closing and the remainder deposited in trust account and only paid uponthe closing of a De-SPAC transaction

Use of IPO Proceeds (cont.)

13

Redemption

• SPAC is required to offer to redeem Public Shares for a pro rata portion of the funds held in the trust account in connection with a De-SPAC transaction

• NYSE/Nasdaq listing rules only require redemption offer to be made to holders who vote against the De-SPAC transaction, but SPAC charters usually require offer to be made to everyone

• Redemption requirement does not apply to Founder Shares or warrants

• Redemption also required at outside date for consummating a De-SPAC transaction (or in connection with any vote to extend the outside date) or upon a liquidation/winding down

Forward Commitment

• Sponsor sometimes commits to backstop amounts needed to consummate the De-SPAC transaction (e.g. due to redemptions)

• Commitment may contemplate purchase of Units, Founder Warrants, or Class A common stock (sometimes at a discount from public offering price)

• Sometimes styled as an option of the forward purchaser (or subject to approval of the De-SPAC transaction)

Illustrative SPAC IPO Timeline

Week 1 Week 2 Week 3 Week 4 Week 5 Week 6

• Engage SPAC counsel

• Start on tax structuring

• Formation of SPAC and sponsor vehicles, start on S-1

• GTCR decides oninternal team forSPAC

• Refine marketingstory for investordeck andS-1

• Start process to open bank accounts and prepare financial statements with financial statement consultant

• Investor deck prep continues

• S-1 drafting continues

• Financial statement preparation continues

• Auditor starts audit procedures

• Investor deck prep continues

• S-1 drafting continues

• Audit completed

• S-1 updated withaudited financialstatements

• Investor presentation finalized

• Draft S-1 submitted confidentially to SEC

• Drafting of SPAC underlying documents continues during SEC review

• Stock exchange listing application continues

• GTCR confirms independent board directors and advisors

• Select lead left underwriter and underwriter’s counsel

• Starts work on Testing the Waters (TTW) investor presentation

• Engage auditor, financial statement consultant, financial printer

• Choose stock exchange

Week 7 Week 8 Week 9 Week 10 Week 11 Week 12

14

• TTW investor meetings

• S-1 Amendment publicly filed

• Clear SEC comments

• Launch IPO

• Price IPO after 2 day marketing period

• Close IPO• SEC comment letter received

SPAC IPO – SEC Registration

15

• Registered on Form S-1 as with any other IPO

• Will usually qualify as an emerging growth company under Section 2(a)(19) of33 Act

– Initial draft registration statement normally submitted for confidentialnonpublic review under Section 6(e) of 33 Act

• Disclosure

– Focus on structure, De-SPAC strategy, management background andexperience and conflicts of interest

– Initial capital contribution is the main transaction/activity reflected in theSPAC’s audited financial statements to be included in the IPO registrationstatement

– Must state that it has not identified a target for a De-SPAC transaction (will often state that SPAC will not consider any target already identified by the Sponsor)

Securities Act Considerations

16

• SPACs are designed to fall outside the Rule 419 regime for “blank check” companies

– SPAC must file 8-K with audited balance sheet showing assets of at least$5M as soon as practicable after IPO closing (must be updated for exercise of over-allotment option)

• SPACs and their successors are deemed “shell companies” under Rule 405

– Ineligible issuer – may not use free writing prospectuses

– Rule 144 not available until 12 months from filing of Super 8-K (containing comparable information to Form 10)

– Not WKSI eligible for 3 years from closing of initial business combination

– May not register securities on Form S-8 until 60 days after closing of initial business combination

– Certain communication safe harbors not available

Certain Key Documents

17

Charter

• Sets forth terms of common stock, use of trust account funds, redemption rights, parameters for De-SPAC transaction (e.g. minimum size), and waiver of corporate opportunities

Insider Letter Agreement

• Sponsor, D&Os and other insiders agree to certain covenants, e.g. (i) agreement to vote for any De-SPAC transaction presented to shareholders (and/or extension of outside date), (ii) waiver of redemption rights, (iii) lock-up on Founder Shares, (iv) forfeiture of a number of Founder Shares if green shoe not exercised in full, (v) indemnification for certain claims against trust account

Pre-IPO Promissory Note

• Loan from Sponsor to cover SEC/FINRA/exchange fees, accounting fees, transfer agent fees, etc.

Registration Rights Agreement

• Covers Founder Shares and private placement warrants

Administrative Services Agreement

• Provision of back-office and admin services by Sponsor in exchange for monthly fee

Stock Exchange Requirements for SPAC IPO

18

Nasdaq Capital Market NYSE

Minimum Round Lot (100 share) Holders

300 (at least 50% must hold unrestricted securities with a market value of at least $2,500)

300

Number of Publicly Held Shares

1,000,000 (excluding restricted securities)

1,100,000

Minimum IPO Price per Share

$4.00 $4.00

Minimum Market Value of Listed Securities

$50,000,000 $100,000,000

Minimum Market Value ofPublicly Held Shares uponInitial Listing

$15,000,000 (excluding restricted securities)

$80,000,000

Board Composition Majority Independent Directors Majority Independent Directors

Audit Committee Required, minimum 3 members, all independent

Required, minimum 3 members, all independent

Compensation Committee Required, minimum 2 members, both independent

Required, no size requirement, all independent

Nominating/Corporate Governance Committee

Not required, nominations can be made by a majority of the independent directors

Required, no size requirement, all members to be independent

Code of Ethics/Conduct Required Required (must be posted on company website)

II. De-SPAC Transactions

Who is involved in a De-SPAC?

20

• Sponsor

• Target

• Banks

• PIPE investors

• Counsel to SPAC

• Counsel to Target

• Auditors

• SEC

• Target and SPAC stockholders

Why sell to a SPAC vs. effecting an IPO?

21

• Higher Price. SPAC may offer higher price if the Sponsor believes traditional IPO process would not enable investors to properly value the target

• Earlier Price Certainty. Valuation negotiated at time of signing (though subject to renegotiation if the merger is not approved by SHs or there are too many redemptions) rather than at end of SEC registered IPO process

• Management Projections in Marketing. Marketing materials, including proxy statement/prospectus, typically contains management projections, unlike in traditional IPO where projections are rarely provided to investors

• Structuring Flexibility. More flexibility to negotiate transaction structure, allocation of post-closing risk/upside, and governance rights

• Sponsor strength. Sponsor and its directors and officers offer prospective targets valuable skills and relationships

Disadvantages of Selling to a SPAC

22

• Dilution. Equity diluted by Founder Shares, warrants, and any discount provided in connection with forward commitment or PIPEs

• Limited Funds for Purchase Price. The SPAC has a fixed amount of funds in trust to pay the purchase price and if there are redemptions, those funds would be reduced (absent PIPE or other commitment to fill the funding gap)

• Significant Rollover Required. Compared to a sale of a company in an M&A transaction, the seller is often required to retain a significant equity stake in the De-SPAC company

• High Costs. Costs can exceed IPO costs (no roadshow and reduced underwriting commission, but significant structuring costs in arranging and consummating merger and backstop financing); costs exceed M&A transaction because full disclosure document (comparable to IPO prospectus) is required

Disadvantages of Selling to a SPAC (cont.)

23

• Uncertainty. Risk of redemptions / adverse shareholder vote create execution risk; no meaningful recourse for a breach

• Timeline. Can be slightly faster than an IPO, but will take at least 1-2 months to negotiate merger and line up backstop financing, and then at least 2-4 months for proxy process

• Conflict of Interest between SPAC Sponsor and Public Shareholders. Because the SPAC Sponsor normally holds Founder shares (purchased for nominal investment) and warrants, and may have an interest in consummating a deal to develop a track record, the SPAC Sponsor will have interests that differ to some extent from the interests of Public Shareholders and target shareholders

• Capital Structure Issues. The SPAC often has warrants which creates a more complicated capital structure

• Co-Investment Issues. Depending on pro forma ownership among sellers of target, SPAC Sponsor and PIPE investors, may need to negotiate lock-ups, registration rights, governance, tag-along, drag-along, ROFR/ROFO provisions

De-SPAC Transactions: Basic Requirements

24

• Transaction Size. Stock exchange rules require that target FMV is at least 80% of the value of the trust account (typically target will be at least 4x the size of the SPAC in order to mitigate the dilutive impact of the Founder Shares)

• Shareholder Approval. Almost always required due to structure (charter amendment, election of directors, stock exchange “20% rule”, etc.)

– Note: Assuming Sponsor votes the Founder Shares in favor of the deal, only 37.5% of the Public Shares are required to achieve a majority vote

• Redemption Offer. Discussed above; offer generally made in connection with SH vote

• Timing. Outside date set forth in the charter (usually 18-24 months). Extension requires redemption offer.

Key Terms / Issues – Available Capital

25

• Possibility of redemptions creates risk that SPAC will not have sufficient cash tofund De-SPAC purchase price, expenses, and/or post-closing working capital

• Solutions: minimum cash closing condition; obtain backstop financing atsigning (if possible) and include closing condition relating to the fundingthereof

• Backstop financing alternatives:

– Execute on forward purchase commitment delivered in connection withSPAC IPO (if available)

– Sale of new common shares to third party investors concurrently with De-SPAC closing (i.e. a PIPE)

◦ Customary for investors to receive an OID on investment (consistent with forward purchase commitment discount)

◦ Investors will seek registration rights, at a minimum

– Other PIPE financing (preferred or convertible preferred / notes)

– Debt financing

Other Key Terms / Issues

26

Closing Certainty

• No reverse break fee (not a permitted use of trust account funds)

• Solutions – at signing, obtain voting support commitments from substantial number of SPAC shareholders (as practicable); backstop financing (if there is a minimum cash closing condition)

– Note: Some SPAC investors may seek arbitrage opportunities and hold-up value; pre-closing amendments are common

Selling Shareholder Rights

• Target shareholders may seek governance/liquidity rights as with a normal sponsor-backed IPO

• Governance – director nomination rights, access/info rights, limited veto rights

• Liquidity – demand registration rights

Negotiation of Sponsor Economics / Forfeiture of Founder Shares

• Target may negotiate for a recut of the Sponsor’s economics (note: Sponsor may additionally seek PIPE financing placement fees, etc.)

• Target may seek implementation of return thresholds for conversion or forfeiture of a portion of the Founder Shares to mitigate dilution

SEC Filings Required in a De-SPAC Transaction

27

Proxy Statement (or Joint Proxy / S-4 Registration Statement)

• Filed in connection with SH vote and, if applicable, issuance of any stock consideration

• Disclosure is comparable to a merger proxy combined with Form S-1 (can also be compared to an S-4 without the ability to incorporate by reference)

– Required to include 2-3 years of audited financial statements (audited to PCAOB standard), plus unaudited interim financial statements

– Will need to comply with pro forma financial statement requirements for recent/pending target M&A transactions

• SEC review was historically lighter than in a typical IPO, but the Staff has indicated they are focusing on reviewing proxy statements for de-SPACs more closely (especially with increased frequency of SPAC transactions)

Super 8-K

• Filed within 4 business days of De-SPAC closing

• Must contain all Form 10 information (Reg. S-K compliant business section, MD&A, etc., together with audited financial statements)

Palo Alto

Los Angeles

New York Washington, D.C.

Houston

London

São Paulo

Beijing Tokyo

Hong Kong

Simpson Thacher Worldwide

28

Founded in 1884, Simpson Thacher & Bartlett LLP is one of the world’s leading international law firms. With a team of more than 1,000 lawyers operating out of ten offices worldwide, the Firm provides coordinated legal advice and transactional capability to clients around the globe.

30+major practice areas

serving almost every industry sector

No. 1Band 1 Ranking in

21 categoriesChambers Global 2020

SPAC Market Trends

Recent SPAC Market Activity and Trends – SPAC IPOs

Source: Deal Point Data and PrivateRaise

SPAC IPOs Once on Fire Have Come to a Halt

► ~415 SPACs filed IPOs

in 2021 seeking

~$110 billion of

proceeds

► A dramatic slowdown

of SPAC IPOs started

in April 2021

SPAC IPOs BY YEAR

$75

$110

34

$9

46

$10

59

$12

248

416

2017 2018 2019

Gross Proceeds Sought ($B)

2020 2021

Deal Count

SPAC IPOs IN 2021 BY MONTH

125

$23$32

$42

8091

11

$3

22

$4

20

$3

33

$7

32

$6

Jan

2021

Feb

2021

Mar

2021

Apr

2021

May

2021

Jun

2021

SPAC Count

Jul

2021

Aug

2021

Gross Proceeds ($B)

K I R K LAN D & E L L I S 1

Recent SPAC Market Activity – SPAC M&A

SPAC M&ARemains Strong Given the Recent Drop Off

► Nearly three times as

many announced deals

2020 than all of 2019

► Over 500% increase in

aggregate 2020 deal

value relative to all of

2019

► Median deal value of

~$1.49B in 3-month

period endingAugust

2021, which is up from

~$632M during the

same period last year

Source: Deal Point Data and PrivateRaise

DEAL COUNT AND VALUE ($B)

$157

$509

18

$18

17

$13

35

$31

98

210

2017 2019 20212018

Deal Value ($B)

2020

Deal Count

DEAL COUNT BY MONTH

1 2 2 1

74 3 1

4 63 3 1 1 3

0 1

10 11 914 15 13

1917

43

33

1923

2629

20

Jan Feb Mar Apr

Deal Count 2019

May Jun Jul

Deal Count 2020

Aug Sep Oct Nov Dec

Deal Count 2021

K I R K LAN D & E L L I S 2

SPAC M&A Update

S T R I C T L Y P R I V A T E A N D C O N F I D E N T I A L

August 2021

SPAC M&A update

C O N F I D E N T I A L

This presentation was prepared exclusively for the benefit and internal use of the J.P.Morgan client to whom it is directly addressed and delivered (including such client’s subsidiaries, the “Company”)

in order to assist the Company in evaluating, on a preliminary basis, the feasibility of a possible transaction or transactions and does not carry any right of publication or disclosure, in whole or in part,

to any other party. This presentation is for discussion purposes only and is incomplete without reference to, and should be viewed solely in conjunction with, the oral briefing provided by J.P.Morgan.

Neither this presentation nor any of its contents may be disclosed or used for any other purpose without the prior written consent of J.P.Morgan.

The information in this presentation reflects prevailing conditions and our views as of this date, all of which are accordingly subject to change. J.P.Morgan’s opinions and estimates constitute

J.P.Morgan’s judgment and should be regarded as indicative, preliminary and for illustrative purposes only. In preparing this presentation, we have relied upon and assumed, without independent

verification, the accuracy and completeness of all information available from public sources or which was otherwise reviewed by us. In addition, our analyses are not and do not purport to be

appraisals of the assets, stock, or business of the Company or any other entity. J.P.Morgan makes no representations as to the actual value which may be received in connection with a transaction

nor the legal, tax or accounting effects of consummating a transaction. Unless expressly contemplated hereby, the information in this presentation does not take into account the effects of a possible

transaction or transactions involving an actual or potential change of control, which may have significant valuation and other effects.

Notwithstanding anything herein to the contrary, the Company and each of its employees, representatives or other agents may disclose to any and all persons, without limitation of any kind, the U.S.

federal and state income tax treatment and the U.S. federal and state income tax structure of the transactions contemplated hereby and all materials of any kind (including opinions or other tax

analyses) that are provided to the Company relating to such tax treatment and tax structure insofar as such treatment and/or structure relates to a U.S. federal or state income tax strategy provided to

the Company by J.P.Morgan. J.P.Morgan's policies on data privacy can be found at http://www.jpmorgan.com/pages/privacy.

J.P. Morgan is a party to the SEC Research Settlement and as such, is generally not permitted to utilize the firm's research capabilities in pitching for investment banking business. All views

contained in this presentation are the views of J.P. Morgan’s Investment Bank, not the Research Department. J.P. Morgan’s policies prohibit employees from offering, directly or indirectly, a favorable

research rating or specific price target, or offering to change a rating or price target, to a subject company as consideration or inducement for the receipt of business or for compensation. J.P. Morgan

also prohibits its research analysts from being compensated for involvement in investment banking transactions except to the extent that such participation is intended to benefit investors.

Changes to Interbank Offered Rates (IBORs) and other benchmark rates: Certain interest rate benchmarks are, or may in the future become, subject to ongoing international, national and other

regulatory guidance, reform and proposals for reform. For more information, please consult: https://www.jpmorgan.com/global/disclosures/interbank_offered_rates

JPMorgan Chase & Co. and its affiliates do not provide tax advice. Accordingly, any discussion of U.S. tax matters included herein (including any attachments) is not intended or written

to be used, and cannot be used, in connection with the promotion, marketing or recommendation by anyone not affiliated with JPMorgan Chase & Co. of any of the matters addressed

herein or for the purpose of avoiding U.S. tax-related penalties.

J.P.Morgan is a marketing name for investment businesses of JPMorgan Chase & Co. and its subsidiaries and affiliates worldwide. Securities, syndicated loan arranging, financial advisory, lending,

derivatives and other investment banking and commercial banking activities are performed by a combination of J.P. Morgan Securities LLC, J.P. Morgan Securities plc, J.P. Morgan AG, JPMorgan

Chase Bank, N.A. and the appropriately licensed subsidiaries and affiliates of JPMorgan Chase & Co. worldwide. J.P.Morgan deal team members may be employees of any of the foregoing entities.

J.P.Morgan Securities plc is authorized by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority. J.P.Morgan AG is authorized

by the German Federal Financial Supervisory Authority (BaFin) and regulated by BaFin and the German Central Bank (Deutsche Bundesbank).

For information on any J.P.Morgan German legal entity see: https://www.jpmorgan.com/country/US/en/disclosures/legal-entity-information#germany.

For information on any other J.P.Morgan legal entity see: https://www.jpmorgan.com/country/GB/EN/disclosures/investment-bank-legal-entity-disclosures.

JPMS LLC intermediates securities transactions effected by its non-U.S. affiliates for or with its U.S. clients when appropriate and in accordance with Rule 15a-6 under the Securities

Exchange Act of 1934.Please consult: www.jpmorgan.com/securities-transactions

This presentation does not constitute a commitment by any J.P.Morgan entity to underwrite, subscribe for or place any securities or to extend or arrange credit or to provide any other services.

Copyright 2021JPMorgan Chase & Co. All rights reserved. JPMorgan Chase Bank, N.A., organized under the laws of U.S.A. with limited liability.

C O N F I D E N T I A L

SPAC M&A market – highly active but pricing pressure is reducing proceeds at close

◼ SPAC stock price performance post announcement of most de-SPAC mergers has been challenged, triggering material

redemptions – however, 98% of announced SPAC mergers are still closing

◼ 77% of the 138 announced SPAC mergers yet to close are trading below $10 per share, the price at which the PIPE and merger

are priced, and only 4% are trading above $11 per share, the breakpoint where SPAC investors enjoy a 10% return and have

little incentive to redeem

◼ Recent average redemption rate of SPAC trust capital is around 50% and rising

◼ PIPE investors are honoring subscription agreements and funding their commitments

◼ Post-closing, SPAC stock prices are tending to fall further giving investors little incentive to commit to PIPEs

◼ Stock prices for SPAC mergers closed in 2021 are DOWN 11% (mean) and 19% (median) from announcement

◼ IPOs in 2021 are UP 12% (mean) and 5% (median) from pricing

◼ PIPE sizes have decreased about 40% in Q3 from H1: now $206mm (mean) and $121mm (median)

◼ Nevertheless, because there are so many SPACs that need to find a deal, SPAC merger activity remains high

◼ 404 SPACs with $126bn of trust capital looking for merger targets

◼ Current average of 5 mergers announced per week

◼ 138 announced mergers with ~$35bn of PIPE commitments in mid-August vs. 152 and $40bn+ at the beginning of July

◼ With higher risk of poor aftermarket price performance and smaller PIPEs, there are fewer circumstances than earlier in the year

where merging with a SPAC is more compelling than raising capital through either an IPO, EPP or strategic sale

◼ Nevertheless, for some companies, particularly those in early stage where use of projections and need for a public currency are

vital, a SPAC merger continues to be the most attractive alternative

◼ J.P. Morgan is a market leader in SPAC M&A and PIPE placement and can provide comprehensive advice to clients comparing

a SPAC merger to an IPO, a cross-over EPP, or a strategic sale

Source: Company filings, Dealogic, FactSet, J.P. Morgan SPAC database

1

C O N F I D E N T I A L

SPAC M&A update – Key takeaways

2

Source: Company filings, Dealogic, FactSet, J.P. Morgan SPAC database; data as of 08/06/2021

Current

trading

performance

◼ Approximately 138 currently announced and pending de-SPAC transactions

◼ 77% trading below $10.00 per share

◼ 19% trading between $10.00 and $11.00 per share

◼ Only 4% trading above $11.00 per share

◼ 2020 closed transactions currently trading +21.3% (mean) / -1.9% (median) from announcement

(48 deals)

◼ 2021 closed transactions currently trading -10.7% (mean) / -18.6% (median)

from announcement (92 deals)

◼ Compares to 237 US IPOs YTD, currently trading +12% (mean) / +5% (median) from pricing

PIPE market

◼ Estimated $35bn of illiquid PIPE commitments associated with pending transactions;

◼ Down from ~$40bn in early July

◼ $5.2bn (and rising) committed to deals with shareholder votes scheduled for the remainder of

August

◼ PIPE sizes have decreased from $328mm (mean) / $200mm (median) in 1H 2021 to

$206mm (mean) / $121mm (median) in 3Q to date

◼ Estimated 50-60 PIPE deals currently in market (14 active J.P. Morgan deals) with

very large pipeline set to launch in September

◼ Buyers’ market – Public market discounts quoted at 30-40% to peers vs. indicative IPO

discounts of 15-20%

C O N F I D E N T I A L

SPAC M&A update – Key takeaways (cont’d)

3

Source: Company filings, Dealogic, FactSet, J.P. Morgan SPAC database; data as of 08/06/2021

Redemptions

/ closings

◼ Redemptions continue to tick upward: 42.6% (mean) / 52.1% (median) redemptions in

July/August vs. 19.4% (mean) / 10.3% (median) in May/June

◼ 1 standard deviation range from 9.8% to 75.3% for last 30 closed transactions (since 7/1)

◼ Minimum cash condition waived by seller in 8 deals in 2021

◼ 3 transactions revised valuation post-announcement, and 2 transactions terminated in 2021

◼ To date, no pending de-SPACs have failed to obtain shareholder vote in 2020-2021

SPACs

searching for

deals

◼ 404 SPACs searching representing $126bn of equity capital and $600bn+ of

“buying power” (assuming 5x multiple on SPAC capital)

◼ Number of SPACs searching has remained relatively constant since March

◼ Average of 4-5 SPAC IPOs priced per week in Q2 and Q3 to date

◼ Average of 5 announced M&A transactions per week in Q2 and Q3 to date

◼ SPAC IPO market remains challenging as well, with Sponsors being asked to bring up

to 50%+ of capital to support new deals

◼ $96bn of SPAC IPOs in Q1; $13bn in Q2; and $6bn in Q3 to date

J.P. Morgan

market

position

◼ JPM has achieved #1 SPAC M&A league table ranking for 1H 2021, with 33

transactions YTD and $103bn of deal value

◼ Extremely narrow margin among Top 3 advisors (JPM/Citi/GS) with deal count ranging from 33

to 34 transactions and total volume from $104-121bn