Proterra SPAC Presentation Deck | Slidebook.io

Proterra SPAC Presentation Deck

April 2021, 67 slides

revolutionizing commercial vehicle electrification a a a a a a i i a i analyst day | Proterra

disclaimer introduction this presentation together with oral statements made in connection herewith the presentation is for informational purposes only to assist interested parties in making their own evaluation with respect to the proposed business combination the business combination between clean transition corp and or the company the information contained herein does not purport to be all inclusive and none of the company nor any of their respective subsidiaries stockholders shareholders affiliates representatives control persons partners directors officers employees advisers or agents make any representation or warranty express or implied as to the accuracy completeness or reliability of the information contained in this presentation you should consult your own counsel and tax and financial advisors as to legal and related matters concerning the matters described herein and by accepting this presentation you confirm that you are not relying upon the information contained herein for any purpose or to make any decision to the extent permitted by law in no circumstances will the company or any of their respective subsidiaries stockholders shareholders affiliates representatives control persons partners directors officers employees advisers or agents be responsible or liable for any direct indirect or consequential loss or loss of profit arising from the use of this presentation its contents its omissions reliance on the information contained within it or on opinions communicated in relation thereto or otherwise arising in connection therewith in addition this presentation does not purport to be all inclusive or to contain all of the information that may be required to make a full analysis of the company or the business combination use of data certain information contained in this presentation relates to or is based on studies publications surveys and the company own internal estimates and research in addition all of the market data included in this presentation involves a number of assumptions and limitations and there can be no guarantee as to the accuracy or reliability of such assumptions neither the company nor their representatives or affiliates assumes any responsibility for updating this presentation based on facts learned following its use finally while the company believes its internal research is reliable such research has not been verified by any independent source and none of or the company nor any of their respective affiliates nor any of its or their control persons officers directors employees or representatives make any representation or warranty with respect to the accuracy of such information forward looking statements certain statements in this presentation may be considered forward looking statements forward looking statements generally relate to future events or or the company future financial or other performance metrics for example and without limitation statements concerning the following include forward looking statements summary financial forecast projections of operating performance revenues gross margin expenses capital expenditures total cost of goods sold gross loss profit estimates and projections regarding future manufacturing capacity projections and estimates of market opportunity and market share future profitability the company business plan market acceptance of the company offerings the company ability to further attract retain and expand its customer base the company ability to timely and effectively scale its production and manufacturing processes the company ability to develop new products and services and bring them to market in a timely manner the company expectations concerning relationships with strategic partners suppliers and other third parties the company ability to maintain protect and enhance its intellectual property future acquisitions ventures or investments in companies or products services or technologies the company ability to attract and retain qualified employees continuation of favorable regulations and government incentives affecting the markets in which the company operates the proceeds of the business combination and the company expected cash runway and the potential effects of the business combination on and the company in some cases you can identify forward looking statements by terminology such as believe may will potentially estimate continue anticipate intend could would project target plan expect or the negatives of these terms or variations of them or similar terminology such forward looking statements are subject to risks uncertainties and other factors which could cause actual results to differ materially from those expressed or implied by such forward looking statements these forward looking statements are based upon estimates and assumptions that while considered reasonable by and its management and the company and its management as the case may be are inherently uncertain and subject to material change new risks and uncertainties may emerge from time to time and it is not possible to predict all risks and uncertainties factors that may cause actual results to differ materially from current expectations include but are not limited to various factors beyond management control including general economic conditions and other risks uncertainties and factors set forth in the section entitled risk factors and cautionary note regarding forward looking statements in final prospectus relating to its initial public offering dated and other filings with the securities and exchange commission sec as well as factors associated with companies such as the company that are engaged in commercial electric vehicle technology including anticipated trends growth rates and challenges in those businesses and in the markets in which they operate conditions related to the global covid pandemic trends with respect to government funding for public transit the willingness of corporate and other public transportation providers to adopt and fund the purchase of electric vehicles for mass transit expected adoption of electrification technologies for commercial vehicles the size and growth of the market for alternative energy vehicles in general and medium and heavy duty electric vehicles including transit buses and other commercial vehicles in particular the effects of increased competition the ability to stay in compliance with laws and regulations that currently apply or become applicable to the commercial electric vehicle technology business and government contractors the failure to realize the anticipated benefits of the business combination the amount of redemption requests made by public stockholders the ability of the issuer that results from the business combination to issue equity or equity linked securities or obtain debt financing in connection with the business combination or in the future nothing in this presentation should be regarded as a representation by any person that the forward looking statements set forth herein will be achieved or that any of the contemplated results of such forward looking statements will be achieved you should not place undue reliance on forward looking statements in this presentation which speak only as of the date they are made and are qualified in their entirety by reference to the cautionary statements herein neither nor the company undertakes any duty to update these forward looking statements use of projections this presentation contains projected financial information with respect to such projected financial information constitutes forward looking information and is for illustrative purposes only and should not be relied upon as necessarily being indicative of future results the assumptions and estimates underlying such financial forecast information are inherently uncertain and are subject to a wide variety of significant business economic competitive and other risks and uncertainties that could cause actual results to differ materially from those contained in the prospective financial information see forward looking statements paragraph above actual results may differ materially from the results contemplated by the financial forecast information contained in this presentation and the inclusion of such information in this presentation should not be regarded as a representation by any person that the results reflected in such forecasts will be achieved neither nor the company independent auditors have audited reviewed compiled or performed any procedures with respect to the projections for the purpose of their inclusion in this presentation and accordingly neither of them expressed an opinion or provided any other form of assurance with respect thereto for the purpose of this presentation in preparing and making certain forward looking statements contained in this presentation and made a number of economic market and operational assumptions notably statements regarding the company vision and summary financial forecast are without limitation subject to material assumptions regarding the company ability to economically manufacture and distribute its products at scale and meet its customers business needs the company ability to successfully execute its growth strategy the company ability to maintain required strategic supply arrangements rates of adoption of battery electric vehicles by customers in the markets in which the company operates and continuation of favorable regulations and government incentives affecting the markets in which the company operates the company cautions that its assumptions may not materialize and that current economic conditions render such assumptions although believed reasonable at the time they were made subject to greater uncertainty | Proterra

disclaimer introduction additional information in connection with the proposed business combination filed on with the sec a registration statement on form containing a preliminary proxy statement prospectus of and after the registration statement is declared effective will mail a definitive proxy statement prospectus relating to the proposed business combination to its shareholders this presentation does not contain all the information that should be considered concerning the proposed business combination and is not intended to form the basis of any investment decision or any other decision in respect of the business combination shareholders and other interested persons are advised to read the preliminary proxy statement prospectus and when available the amendments thereto and the definitive proxy statement prospectus and other documents filed in connection with the proposed business combination as these materials will contain important information about the company and the business combination when available the definitive proxy statement prospectus and other relevant materials for the proposed business combination will be mailed to shareholders of as of a record date to be established for voting on the proposed business combination shareholders will also be able to obtain copies of the preliminary proxy statement prospectus the definitive proxy statement prospectus and other documents filed with the sec without charge once available at the sec at sec or by directing a request to clean transition corp clarendon street floor boston financial information certain of the financial information and data contained in this presentation is unaudited and does not conform to regulation promulgated under the securities act of as amended the securities act accordingly such information and data may not be included in may be adjusted in or may be presented differently in the registration statement filed by and with the sec participants in the solicitation the company and their respective directors and executive officers may be deemed participants in the solicitation of proxies from shareholders with respect to the proposed business combination a list of the names of directors and executive officers and a description of their interests in is contained in final prospectus relating to its initial public offering dated which was filed with the sec and is available free of charge at the sec web site sec or by directing a request to clean transition corp clarendon street floor boston additional information regarding the interests of the participants in the solicitation of proxies from shareholders with respect to the proposed business combination will be contained in the definitive proxy statement prospectus for the proposed business combination when available no offer or solicitation this presentation shall not constitute a solicitation as defined in section of the securities exchange act of as amended this presentation does not constitute an offer or a solicitation of an offer to buy or sell any securities investment or other specific product or a solicitation of any vote or approval nor shall there be any sale of securities investment or other specific product in any jurisdiction in which such offer solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction no offer of securities shall be made except by means of a prospectus meeting the requirements of the securities act and trade names and own or have rights to various service marks and trade names that they use in connection with the operation of their respective businesses this presentation also contains service marks and trade names of third parties which are the property of their respective owners the use or display of third parties service marks trade names or products in this presentation is not intended to and does not imply a relationship with the company or or an endorsement or sponsorship by or of the company or solely for convenience the service marks and trade names referred to in this presentation may appear with the or symbols but such references are not intended to indicate in any way that the company or will not assert to the extent under applicable law their rights or the right of the applicable licensor to these service marks and trade names summary of contracts insofar as this presentation contains summaries of existing agreements and documents such summaries are qualified in their entirety by reference to the agreements and documents being summarized | Proterra

overview who we are | Proterra

business is built around our battery and technology overview high performance batteries high voltage systems components for heavy duty applications | Proterra

transit north electric transit bus overview the initial application of our technology was in our flagship market | Proterra

powered battery supplier to commercial vehicle overview providing our technology other segments is a much capital efficient opportunity | Proterra

energy fleet charging energy management solutions overview additional upside and opportunity evolved out of our unique insights into needs | Proterra

integrated technology ecosystem enables optimized product offering overview electrification platform provides continuous iteration and improvement as well as validation energy | Proterra

proven track record and solid foundation for growth overview integrated technology ecosystem real world validation significant market today powered transit fee are power electronics strategic premier strategic financial investors real revenue rapid clear visibility constellation of i ventures generation revenue revenue orders backlog gross margin over vehicles on the road over vehicles in backlog as of includes commercial vehicles page additional information from to refer to index versus diesel information refer to index on page medium duty duty ruck market refer index on page sal information of represents under advanced negotiation transit backlog orders signed | Proterra

the dawn of commercial vehicle electrification has arrived overview battery electric is projected to dominate medium duty and be large player in heavy duty total cost ownership is crossing tipping point morgan forecasts for battery electric penetration lower fuel maintenance costs decline in battery costs government corporate targets are tightening ore states zero emission trucks by fed electric vehicles by zero carbon shipments by north medium duty north heavy duty ups lower ground emissions by on versus diesel to index on page for additional information refer refer to index on page for additional information from to medium duty and heavy duty truck market refer to index on page for additional information mapping alternative adoption morgan forecasts from march report | Proterra

continued momentum in the first quarter of overview new deals since announcement demonstrate progress towards our targets strategic collaboration to develop an optimal battery for electric excavators new partnerships up to tens thousands class delivery trucks per year lightning up to class delivery vans by electric ordered by county public schools and highland electric single procurement electric school buses north school buses includes powered batteries and as well as energy charging solutions | Proterra

jobs plan overview provides potential solutions to help achieve the electrification targets of the transit powered energy fleet solutions school buses electrified diesel transit vehicles replaced lily chargers to spur domestic supply chains from raw materials to parts and support workers to make batteries and if note numbers cited are overall goals set forth in the the an charging goals includes passenger vehicle charging while solution is directed to commercial vehicle fleet charging only | Proterra

battery cell supply secured through overview in discussions to invest in domestic manufacturing to lock in long term a end market analysis in spurred internal initiative to secure long term contract with energy solutions ensures at competitive prices a critical growth phase manufacturing active discussions to partner on an investment in based | Proterra

strategically positioned for a total market of billion billion billion million overview global commercial vehicle global commercial vehicle charging investment annual energy need by trucks optimal current vehicle categories ate in eat solutions alias transit estimated and number vehicles long haul medium duty construction mining and buses refer to index on page additional information estimated and energy need excluding passenger cars refer to index on page additional information | Proterra

commercial vehicle batteries must overcome significant technical challenges overview battery technology is optimized to excel on the factors most critical to vehicles life cycles designed to outlast the year life of a safety iso passive propagation resistant energy density maximizes passenger cargo capacity increases range and efficiency reliability extended year warranty ballistic grade enclosure capacity cost compelling today per | Proterra

powered technology spans the electric ecosystem overview range of offerings from battery supply to complete integration to seamlessly electrify vehicles partnership model end to end offering provided to high voltage components systems controls a if energy system integration gas if existing commercial vehicle segments served serine ret a aide bus battery components sea a we nat attery ake a lightning a optimal as truck | Proterra

modular scalable manufacturing enables expansion at customer sites overview advanced patents and capabilities in place and at scale demonstrated ability to efficiently scale ape established footprint in technology and hubs product year opened annual capacity he battery bus vehicles battery factory rapid deployment built in under months battery cost effective sub invested per labor cost reduction bus a vehicles template for location since reduction in battery unit cost reduction in labor and overhead represents capacity of our generation cells represents capacity of our prior generation cells per bus | Proterra

provides a more complete solution than its battery competitors overview vertically integrated portfolio and first hand vehicle and charging experience provide distinct advantage offering vehicle integration and experience integrated fleet level charging solutions i i i i i domestic production buy eligible modular manufacturing i i i i i i i i based competitor based competitor china based competitor | Proterra

strategic partnership validates our technology in multiple segments overview powered world commercial vehicle manufacturer is a customer and investor seven iconic commercial vehicle brands under one roof sizable existing commercial agreements ores western star world commercial vehicle manufacturer with unmatched global scale billion annual revenue and annual vehicles sold meaningful shareholder and senior executive commitment trucks buses led investment head of finance controlling trucks buses anchor investor the current pipe director deliveries expected to begin existing industry fleet vehicles production since existing industry fleet vehicles | Proterra

public company ready leadership team and board overview or jack chief executive officer amy chief financial officer grace chief technology officer a josh ensign chief operating officer ree honda chief legal officer president powered energy rick engineering walsh of sales vehicles for life of directors jack chairman popple director director director mike smith director constellation brook porter director director flex jake director nominee | Proterra

business units how we win a a a i powered cee i alt it sil | Proterra

lower cost of ownership wins business units charging hardware design installation ongoing energy usage fuel efficiency maintenance costs battery efficiency degradation and a | Proterra

battery cost declines are tipping the scales for electric trucks buses business units total of ownership is increasingly a critical driver of commercial vehicle demand beyond regulation transit can offer advantage diesel today school bus can be significantly higher with benefits to a better a i or worse transit bus diesel parity better school school no diesel i parity transit price usable energy per mile usable energy per ion in sit bus assumes miles price mile maintenance costs mile maintenance costs electricity price mile maintenance per mile electricity price gallon and mile maintenance costs assumes increase in vehicle price energy infrastructure costs or demand charges nor incentives or carbon credits | Proterra

short haul segments offer large and viable electrification opportunity today business units vehicles with high mileage low fuel efficiency fixed depot based routes are ideal for north transit bus north school bus international bus north coach bus medium duty trucks north straight class cutaway chassis north north medium duty trucks trucks global excavators miles traveled per year gross weight chassis broken out separately des applications ann a | Proterra

powered overview business units providing the performance and costs required for heavy duty fleet electrification oust mast am a | Proterra

likely to remain a major component of battery strategies technology leadership scale and flexibility business units powered typically most if not all diesel across most commercial vehicle segments already transit school buses cutaway chassis straight class trucks medium duty excavators phew trucks are party supplier vertically integrated three critical elements the value that powered provides in their electrification initiatives tech north market based on product spec sheets from new flyer nova bus bluebird north market while cutaway chassis include produced by first stage manufacturers they are by definition sold second stage manufacturers who build bodies on top them north market based on transmission market share based on reported share the north medium duty market in based on reported share the global excavator market in built buses | Proterra

initial partnerships established a foundation for our growth business units partner model van liner battery size ion range up to miles up to miles up to miles up to miles production volumes deliveries began in first deliveries in production targeted production targeted | Proterra

new partnerships have expanded into truck and off highway categories business units partner trucks model transit van hydraulic excavator battery size an confidential confidential range up to miles miles up to miles production volumes first deliveries targeted for initial production targeted for initial production of in first prototype in commercial | Proterra

energy overview business units reducing commercial fleets friction in adopting charging infrastructure | Proterra

energy commercial vehicle charging is challenging and business units of annual investment expected in global infrastructure by the end of the decade a key to electrify fleets represents a large market needs hundreds of vehicles per depot each requiring of power peak power of up to per depot multiples of typical interconnection continuous service vehicles operate every day with consistently high needs expected reliability a must even with untrained operators must conform to existing high density fleet yard layouts must support grid stability las must seamlessly integrate into normal course by over vehicles managed by us fleet operators focus lowering across vehicles chargers over truck parking spaces across the focus integration with existing infrastructure over warehouses in the focus integration of with logistical activities sas operations significant market opportunity requiring a approach refer to index on page for additional information refer to index on page for additional information refer to index on page for additional information refer to index on page for additional information | Proterra

energy pioneering high power fleet scale charging solutions business units early leadership in electric buses has provided first mover advantage in commercial vehicle fleet infrastructure infrastructure of transit customers have purchased our of revenue as sig pape cot am customers with | Proterra

energy integrated fleet charging solutions business units modeling hardware installation and management provide an end to end solution engineered planning sourcing storage a infrastructure management reuse recycling a a a a a modeling planning utility interface high density behind the fence medium voltage interface in house developed platform monitoring turnkey infrastructure installation project management financing battery leasing storage integration capability exclusive partnership with power electronics integration life battery expansion agreement with recycling leader redwood materials redwood materials | Proterra

energy apex aims to optimize charging energy usage business units solutions unmanaged model managed model a sas seas in operation scheduled maintenance demand charge threshold demand charge threshold a a i hypothetical project cost power demand of chargers | Proterra

energy vehicle to grid platform unlocks new revenue opportunities business units solutions command cloud management charge session metrics i command charge discharge charge session metrics directional power flow mobile storage powered dire power flow directional charger a initial customers dominion distributed resource management system electrical grid provider data applications can transform electric vehicles into utility grid assets and lower | Proterra

energy eliminating the friction to electric fleet scale charging business units efficient and management solutions can lower total cost of ownership of electrification fleet constraint capital costs compatibility spatial costs reduction in chargers per vehicle of charges and other vehicles only per of fleet solutions eliminates need for switchgear and transformer upgrades compliance with universal standards industrial dispenser reduction in equipment square footage optimizes charge scheduling and control minimizes utility demand charges universal plug in and pantograph options our proprietary algorithms analyze fleets and utility rates optimize scheduling and | Proterra

transit overview business units validating our technology with a purpose built vehicle in the segment early to electrify | Proterra

transit north bus market is rapidly electrifying business units communities in states and provinces choose frost project electric penetration by customers operate over of the a fleet of total annual sales customer of buses must be zero emission by zero emission buses now of active bid universe vehicles on the road cumulative revenue vehicles in backlog refer to index on page for additional information reflects seven city and state mandates and refer to index on page for additional information group active bid universe refer to index on page for additional refer to index on page for additional information | Proterra

transit north electric transit bus proven validation superior performance significant savings business units battery technology has driven leadership in flagship market with market share generation clean quiet purpose built technology platform market share million real world service miles year vehicle service track record successfully completed tests long range high fuel efficiency faster acceleration than diesel greater horsepower than diesel low operating costs high zero tailpipe emissions market share in refer to index on page for additional information | Proterra

customer case studies in fully integrated solutions business units powered energy transit transit system dominion energy electric bus charging infrastructure and charge management batteries vehicle controls and services deployment transit service transit electric transit buses powered batteries and energy of charging hardware powered end to end electric for built school buses to i powered batteries and vehicle controls energy charging infrastructure and services highlights charging first of its kind depot layout and control systems optimizes scheduling while lowering demand charges dominion energy is seeking state approval for additional electric school buses over next years bus batteries utilized as grid resource provides backup power stabilization and load shifting | Proterra

technology why we win | Proterra

innovation technology deep and diversified engineering across multiple engineering disciplines mechanical electrical chemical core engineering team has deep automotive battery engineering experience and dedication to first principles engineering honda premier and innovative product development strong professional backgrounds with industry leaders pars wan a patents across our integrated technology ecosystem as of key patent families are battery configuration and energy management and vehicle controls charging interface and methods composite body and vehicle design and vehicle controls | Proterra

battery system vertically integrated development and manufacturing technology enhances performance lowers cost world class cell supply deep vertical integration approach engineered validated manufactured by in pack module small format cylindrical cells highly thermal structural architecture flexible management seamless integration contract secures cell supply from to in house cycle testing safety testing modeling algorithm plan to invest in cell capacity liquid cooled module beams functional safety certified make up entirety of internal pack structure capable of impact energy absorption cell fusing interconnection we made via high speed fiber laser processing iso management developed with partner flexible hardware architecture enables up to strings internally developed vehicle control unit charge controller telemetry gateway advanced enables seamless integration of batteries into partner vehicles patented thermal event capable of over the air mitigation enclosure flash updates | Proterra

battery system modular and scalable for many commercial vehicle segments technology multiple widths heights lengths voltage voltage options module pack us parallel strings is | Proterra

battery system state of the art technology designed to excel in medium and heavy duty vehicle applications core attributes intelligent management gravimetric energy density real world customer benefit hundreds of sensors delivering continuous monitoring and diagnostics extended range higher cargo occupant capacity and increased vehicle efficiency volumetric energy density minimizes space requirements with packaging designed for safety grade enclosure certified resiliency to cell defects and failures layered passive and active safety systems ballistic grade materials designed to withstand the conditions over vehicle redundant sensing and processing designed to ensure safe and reliable operation long life span intrinsically resistant to cell propagation testing certification compliance programs | Proterra

battery system continuous research and development excellence technology next generation targeting commercial vehicle cost parity by mid decade confidential next generation generation increase in to pursue investment in dedicated domestic cell capacity continued module design enhancement deepening of vertical integration of electrical components coma reduction east increase in energy density vertical integration of sub components learning curve to estimated cost reduction generation higher energy density cells flexible module platform variants estimated cost reduction generation first to market with cells new core single module architecture ramp of team testing integration cost reduction as compared to the generation program guiding principles increase energy density lower costs further advance safety leadership | Proterra

best in class integrated proven advanced performance technology purpose built to optimize torque and efficiency industry leading capabilities portfolio serves multiple commercial vehicle applications range with the efficiency and the acceleration technology of a diesel bus transmission wheel torque continuous power dual speed designed to outperform direct drive systems in all conditions dedicated team performs system integration controls next generation in development confidential speed testing validation next generation unlocks new commercial vehicles speed is well positioned with a strong portfolio of speed solutions | Proterra

energy solutions integrated charging applications for fleets of all sizes technology universal intelligent remote scalable adaptable using industry standard connections open source communications protocol smart charging capable can be up to feet from dispenser wall ceiling or pedestal installations directional power flow a ready enabled a an ann rot me overnight charger automatic charger unit size fleet charger configuration up to vehicles up to vehicles scalable up to vehicles status in production fleet battery life or life in development fleet charger minimizes footprint and lowers cost to the customer | Proterra

how we grow | Proterra

setting the stage for our revenue target of billion transit powered energy assumptions buses delivered price per vehicle powered vehicle sets delivered energy transit powered end customers purchase charging solutions price per vehicle powered and energy blended bus pricing can vary on list price and product mix blended powered pricing can vary on battery price battery size and attach rate and other components blended charging solutions pricing can vary on product mix as well as additional infrastructure services that may be provided | Proterra

transit forecasts assume higher penetration and moderation in share battery electric assumptions market assumptions total north bus market north electric bus sales units units electric a | Proterra

powered forecasts are built bottom up by partnership i i i a school shuttle coach buses medium duty last mile delivery trucks vans buses other potential vehicle sets from existing partnerships potential vehicle sets from new partnerships unit forecast | Proterra

positive gross margin today paves the path for our target by expansion in under three years with to margins at scale reduction in battery cost reduction in labor and overhead a of reduction in freight cost per bus proven ability to reduce costs manufacturing efficiency bill of materials price reduction market expansion redesign battery pack drive train resource renegotiate cells vertical integration non cell battery components harnesses design of battery module and pack line design of products since | Proterra

revenue and cost targets point to million in in assumptions of gross margin of operating expenses decline from of today a rises from today margins of | Proterra

macro uncertainties add new dimension of variability to our outlook supply chain and transit budget delays in likely have a effect in powered energy fleet solutions transit acceleration in powered partnerships in early discussions with prospective energy customers order cycles municipal transit agencies have become prolonged production restrained by lingering covid complications primarily related global logistics | Proterra

use of transaction proceeds expands moat and accelerates growth investments in next generation battery program target parity strategic priorities projected reset is development further develop platform continue to optimize battery performance costs capital investments domestic cell capacity investment fortify energy as a service offerings expand battery capacity to broaden vertical integration locate factories at customers sites guarantee cell supply lower cell prices access to next generation cell technology | Proterra

transaction positions us to fully fund growth targets positive estimated during and positive free cash flow in assumptions cash balance of pro for the closing of the capital expenditure program from of losses of before turning positive in working capital usage of between and | Proterra

paving the path forward on the road to commercial vehicle electrification act i act act transit bus electric short haul expanding use cases long haul enabled by improving technology costs pioneers its purpose built technology broadens into other segments in changing next gen battery is designed meet rigorous requirements of this segment | Proterra

clean quiet transportation for all | Proterra

transaction summary | Proterra

and combination to create publicly listed commercial electric vehicle technology leader introduction team transaction overview jack chairman chief executive officer grace chief officer amy chief financial officer as chew investor relations honda testa clean transition team combine with clean transition corp a special purpose acquisition company with cash currently held in trust a focus on leading companies enabling the transition a sustainable future jake from join board adding substantial experience in transportation logistics power fueling infrastructure a focus on accelerating energy business unit transaction reflects a enterprise value for receive cash at closing based on the committed pipe current cash in trust levels proceeds will be used continue fund investments in next generation battery program unlock parity existing shareholders roll of their stakes expected own of the pro company at closing pro company well positioned well capitalized dean pro equity vee jake president chief executive officer director marco chief financial officer pro enterprise value revenue of revenue of strong balance sheet with of cash at close amounts presented on this slide assume there are no redemptions from the trust account the holders of convertible notes receive shares for the conversion in full of principal amount of their notes interest calculations convertible not hare for consecutive trading days after at least six mon out of the money equity awards outstanding unvested equity awards rolling over in the transaction the impact of any equity awards issued at or after of cash at closing if not voluntarily converted at the time of the closing of the business the also the closing of the bus assumes rect if common stock conversion of same not included lowing the closing of the | Proterra

clean transition corp overview transaction positioned to help accelerate commercial vehicle electrification top tier leadership is a listed on the capital market that priced its on management team and board of directors bring significant experience in revers chairman and founder capital partners director azure power recurrent a lee director ams bid transportation logistics renewable infrastructure power networks batteries electric vehicles sponsored by an affiliate of capital partners a leading private equity firm focused on power and energy infrastructure and partnered with cams a leading provider of operational and asset management services for infrastructure assets steven director due diligence on director energy for bib powerhouse silicon valley due diligence on includes in depth strategy reviews of the company strategy across each business unit discussions with key customers multiple site visits to the and factories independent review of battery technology by the battery lab | Proterra

detailed transaction overview key terms illustrative pro valuation and entered into a business combination agreement on currently has in cash held in trust account pro enterprise value with strong balance sheet revenue of earn out of of total shares outstanding at close issued to existing shareholders at illustrative pro share prices of and an additional at and or upon a change of control at that valuation of founder shares withheld at close subject to earn out at per share pro ownership share public shareholders founder shares pipe investor shares existing shareholders total shares share price at closing pro shares outstanding debt other liabilities a existing cash a plus cash to balance sheet enterprise value revenue revenue illustrative sources and uses sources cash in trust committed pipe stock consideration to existing shareholders founder shares total sources uses cash to balance sheet stock consideration to existing shareholders illustrative fees expenses founder shares total uses amounts presented on this slide assume there are no redemptions from the trust account and the holders of convertible notes receive shares for the conversion in of principal amount of their notes interest calculations and conversion of same not included if not voluntarily converted at the time of the closing of the business combination the convertible notes will convert if common stock price exceeds per share for consecutive trading days after at least six months following the closing of the business combination amounts also exclude outstanding out of the money equity awards and outstanding unvested equity awards rolling over in the and the impact of any equity awards issued at or after the closing of the business combination full | Proterra

index i | Proterra

index of source page page based on global commercial vehicle market and global commercial vehicle charging investment see page notes battery pack prices fall as market ramps up with market average at in the percentage decline discussed in this footnote is expressed in real dollars outlook for alternative technologies in global truck markets air resources board states and the district join forces to accelerate bus and truck electrification press release page outlook for alternative technologies in global truck markets battery pack prices fall as market ramps up with market average at in the percentage decline discussed in this footnote is expressed in real dollars air resources board states and the district join forces to accelerate bus and truck electrification press release page total market is based on management estimates the assumed price an electric and the number vehicles per the following sources global commercial vehicle forecast world query global buses industry study edition june frost global electric bus market opportunity analysis frost global earth moving construction and mining equipment market forecast to nef charging infrastructure forecast model august estimates in are based on battery and for all segments except north transit which includes assumed vehicle price electric vehicle outlook charging infrastructure forecast model august page propane education resource council chief business development officer tucker quoted in magazine industry partners in place for propane to penetrate step van market school bus council transit department energy energy efficiency renewable energy alternative fuels data center school bus department energy energy efficiency renewable energy alternative fuels data center and the environmental defense fund coach bus united motor coach association bus nea transport research and training medium duty trucks berger trends in the truck trailer market august straight class trucks department energy energy efficiency renewable energy alternative fuels data center census bureau and state university compressed natural gas as a fuel for concrete mixer trucks the business case cutaway chassis department energy energy efficiency renewable energy alternative fuels data center and north medium duty trucks department energy energy efficiency renewable energy alternative fuels data center and thirty six month evaluation ups diesel hybrid electric delivery vans page electric vehicle outlook charging infrastructure forecast model august top private fleets us department transportation federal highway administration office freight management and operations law truck parking survey results and comparative analysis wonder us warehouses and distribution hubs march page frost global electric bus market opportunity analysis air resources board transitioning to all electric public bus fleet by the city resolution king county is transitioning to a zero emissions bus fleet august dade county board county commissioners resolution metropolitan council transportation committee bus fleet strategy coalition for clean transportation capital program transit commission green initiatives and yale environment yale school the environment group company materials represents group north transit bus active bid universe total north bus fleet size reached through the addition the united states total bus fleet size public transportation association public transportation fact book to the total bus fleet size motor carrier passenger council canada labor market report business and financial page federal transit administration annual revenue vehicle inventory share electric buses | Proterra

| Proterra

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