EFTA01369709

The investor universe has expanded with recent IPO transactions marketed beyond traditional structured buyers Deutsche Bank Corporate & Investment Banking What are SPAC investors looking for? Management/ sponsor team is key Strategy Structure Size and liquidity I • Management quality and credibility remain the top differentiator— unique expertise, proprietary access to targets and a long-standing track record are key selling points • History of value creation (or investors • Demonstrate ability to execute 'de-SPACing' process (M&A experience) • Clear investment focus in a deep and target rich environment • Clear approach to value creation to overcome structural overhang • Define role and contribution of sponsor team post acquisition • Management of potential conflicts of interest • Appropriate level of cash in trust with latest technology around structure • Investors asking for plain vanilla structures that they are comfortable with • Minimum SPAC size and float to attract major investors, but also aligned with target opportunity set and sponsor history • Active market-making and after-market trading supported by lead manager 2s CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0062144 CONFIDENTIAL SDNY_GM_00208328 EFTA01369709