romeo power spac investor presentation

Entrepreneurial spirit with experience in corporate development, institutional relations and industry-led initiatives. Stockholders, Romeo Stockholders Tender Reminder: Process & Instructions for How Investor Presentation Q3 FY23. 3 Cash in Trust value at July 31, 2020. Builder of new endeavours and team leader. You can unsubscribe to any of the investor alerts you are subscribed to by visiting the unsubscribe section below. 2 Important Notice This presentation (the "presentation") is for informational purposes only and does not constitute an offer to sell, a solicitation of an offer to buy, or a recommendation to purchase any equity, debt or other financial instruments of RMG Acquisition Corp. ("RMG") or Romeo Systems, Inc. ("Romeo") or any of their respective Neither RMGs nor Romeos independent auditors have studied, reviewed, compi led 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 ther eto for the purpose of this presentation. 2 Binding provision with Minimum Order Quantity (MOQ) over three - year period. RMG and Romeo disclaim any duty to upd ate the information contained in this presentation. Additional risks and uncertainties are identified and discussed in RMGs reports filed with the SEC. Romeo Power is an industry leading energy technology company focused on designing and manufacturing lithium-ion battery modules and packs for commercial electric vehicles. We do not intend our use or display of other companies tr ademarks or trade names to imply a relationship with, or endorsement or sponsorship of us by, any other companies. Advanced Proprietary BMS Integrated safety features 6. 4 AN OPPORTUNITY TO INVEST IN LEADING TECHNOLOGY POWERING THE COMMERCIAL VEHICLE ELECTRIFICATION REVOLUTION We are A Leader in Battery Technology with Industry Leading Hardware , Software and Thermal Management Attractive and Large Commercial Vehicle TAM World Class Partnerships and Strategic Players Fully Produced in North America Blue Chip Customer Base, 5 Transaction Summary Romeo and RMG combination to publicly list a dynamic, innovative battery technology company Romeo Team Proposed Transaction Overview Romeo Systems, Inc. (Romeo ) is an industry leader in the design and manufacturing of energy - dense lithium - ion ( Li - ion) battery packs and modules, focused on the electrification of commercial vehicles globally Romeo to combine with RMG Acquisition Corp. ( RMG, NYSE : RMG), a publicly listed special purpose acquisition company with ~$ 234mm cash held in trust 1 and a focus on disruptive technologies in the energy and industrial areas Robert Mancini, CEO, and Phil Kassin, President and COO, from RMG to join Romeo Board, adding their substantial business, financial, legal and public board experience to the governance and operations of the company Transaction reflects a $900mm pre - money equity valuation for Romeo, representing a highly attractive opportunity to invest in a leader in commercial vehicle electrification Romeo to receive ~$340mm cash at closing to fund its attractive growth opportunities 2 Romeo will use proceeds from the Transaction as growth capital primarily to fund expansion of production capacity; working capital to support increasing production demand; and substantial R&D activities devoted to developing the next generation of battery systems technology All - primary transactio n; existing Romeo shareholders, including management and strategic partner BorgWarner (BWA), are rolling virtually 100 % of their equity and collectively are expected to own 67% of the pro forma company at closing $1.3Bn post - money Equity Value $993mm Enterprise Value, with no material debt outstanding at closing Represents 1.3x EV / 2023E Revenue, a highly attractive entry multiple relative to peer group Robert Mancini Chief Executive Officer Lauren Webb Chief Financial Officer 1 As of July 31, 2020. This non - GAAP financial measure should not be considered in isolation from, or as an alternative to, financial measures determin ed in accordance with GAAP. Announces Extension of Exchange Offer to Acquire Romeo Power Common Stock, TENDER REMINDER FAQ for Romeo In this presentation, certain of the above - mentioned proj ected information has been provided for purposes of providing comparisons with historical data. Aggregate value based on current trading value ; revenue and EBITDA estimates based on Romeo September 2020 Investor Presentation 2. RMG stockholders will also be able to obtain copies of the proxy statement/prospectus and definitive proxy statement (when av ail able) and other documents filed with the SEC by RMG through the SECs website at www.sec.gov. Toolkit. Wh en used in this presentation, words such as pro forma, anticipate, believe, continue, could, estimate, expect, intend, may, might, plan, possible, potential, predict, project, should, strive, w oul d and similar expressions may identify forward - looking statements, but the absence of these words does not mean that a statement is not forward - looking. Romeo Power - Events & Presentations Events & Presentations Romeo Stockholders: Click HERE for the Latest Information About the Tender Offer for the Nikola Transaction Upcoming Events Featured Presentation Archived Events & Presentations The deal aims to raise $384 million for Romeo Power, including a $150-million PIPE anchored by existing investors and new investor Republic Services RSG. Romeo Power for an online investor presentation and live Q&A discussion regarding their proposed merger Date: Tuesday, December 15th Time: 1:00 p.m. (Eastern Time) * Management will be taking questions from the audience * By Kristi Marvin Search Archives Contact Terms of Use Privacy Policy 15-12G. Investor Presentation Q4 FY22. Joe Caminiti or Ashley Gruenberg 11/30/22. The principal limitation of this non - GAAP financial measure is that it excludes significant expenses and income that are require d by GAAP to be recorded in Romeos financial statements. In addition, this non - GAAP financial measure is subject to inherent limitations as they reflect the exercise of judgment by management about which expense and inc ome are excluded or included in determining this non - GAAP financial measure. These projections are for illustrative purposes only and should not be relied upon as being necessarily indicative of future results. Configurable Current Collector Serves multiple voltage motors Enables fast upgrade to b attery electric v ehicle (BEV) 2. Class 8 Market Today 1 Diversified, High - quality Customer Base Order Book with Customers Representing ~68 % Market Share of the Class 8 Truck Market in North America, 14 BMI - AI Cell Manufacturing Refined Active Materials Raw Materials Battery Modules / Packs Romeos expertise across cell and vehicle engineering results in a superior battery solution Brain Machine Interface - Artificial Intelligence How Does Romeos Technology Enhance EV Performance? 2 Based upon Wall Street consensus research estimates at IPO and Capital IQ as of March 3, 2011. EBITDA is not prepared in accordance with acc ounting principles generally accepted in the United States (GAAP) and may be different from non - GAAP financial measures used by other companies. 2 Through JV with BorgWarner Addressable Market Based on IHS - Markit 1 North America and Europe Commercial Vehicle +7mm vehicles sold annually ~$225Bn Global Commercial Vehicle 2 ~$665Bn +17mm vehicles sold annually Class 1 Class 2 Class 3 Class 4 Class 5 Class 6 Class 7 Class 8 Commercial Vehicle Market, 19 Accelerating Electrification of Vehicles All vehicles classes are rapidly shifting towards electric Projected Global Passenger Car EV vs. ICE Sales Growth ( 2020E - 2040E) 0 10 20 30 40 50 60 70 80 90 EV Sales ICE Sales Units (mm) 12+ U.S. States announced plans to make every new medium - and heavy - duty vehicle sold within their borders fully electric by 2050 Source: Morgan Stanley Research The Global Auto Climate Opportunity: Is Your Car Company 'CLEAN '? (August 10, 2020) Regulatory developments driven by consumer / societal pressures to reduce CO2 are helping drive rapid adoption of zero emission vehicles California proposed worlds first zero - emission sales mandate on commercial trucks, including 40% of trucks sold to be zero - emission by 2035 and 100% by 2045 Between 2025 - 2029, European Union fleet - wide average CO2 emissions must be 15% lower compared to 2019 levels; By 2030 they must be 30% lower, 20 Secured Partnerships and Committed Revenue in the CV Space Addressable Market Opportunity with $ 310mm in Committed Revenue and Significant Upside Opportunity The worlds largest logistics players committed to electric fleets Walmart has committed to reducing emissions by 18 % by 2025 Amazon has committed to being carbon neutral by 2040 Buying 100,000 electric vans The USPS is electrifying the majority of its 200,000 vehicle fleet UPS has placed orders for 10,000 electric delivery vehicles DHLs Mission 2050 targets zero - emission logistics by 2050 operate 70% of pick - up and delivery services with clean solutions IKEA is targeting 100% electric global deliveries by 2025 Republic Services o rdered 2,500 BEV waste trucks from Nikola with deliveries targeted in 2023 Virtually all major OEMs have announced electric vehicle programs LR Refuse, Refuse, Testing 2020 AEOS, Class 7 Truck, Announced Production 2020 Z.E. BWA Minority Equity Stake, 23 Strategic Partnership with Heritage for Responsible Environmental Controls Heritage is a leader in the environmental, waste management and recycling services industry with an extensive history of managing / recycling all battery types for thousands of customers Focus on sustainability and reuse applications Deep expertise in materials and environmental solutions The Heritage Group and affiliates also owns 31.6% of Heritage Crystal Clean ( NASDAQ:HCCI ) Investment in Romeo The Heritage Group was an early investor in Romeo and has been actively supporting the growth of the business Fleet Conversion Contract Romeo will work with leading BEV OEMs to convert 500 diesel trucks owned by Heritage and its affiliates to BEV 125 trucks per year 2021 - 2025 Total estimated product sales of $ 54mm Projected ROI of 50% and IRR of 26% Strategic Partnership with Revenue Share Together Romeo and Heritage are developing a battery reuse and recycling facility with capacity to process Romeos lithium ion batteries at the end of life. 3/25/22. Through its suite of advanced hardware, combined with its innovative battery management system, Romeo Power delivers the safety, performance and reliability its customers need to succeed. Here's what investors need to know about Romeo Power and its recent SPAC merger. 6/15/22. Romeo will contribute initial capital for the facility in return for a 30% share of net profits Romeo Partnership with Heritage Brings 500 Vehicle Conversion Opportunity and Significant Profit Share Facility, 24 Experienced Leadership T eam Lionel Selwood, Jr Chief Executive Officer AK Srouji, PhD Chief Technology Officer Criswell Choi Chief Operations Officer Michael Patterson Founder and Chief Sales Officer Lauren Webb Chief Financial Officer, Romeo Power Overview Validated Technology & Products Section 1, 26 Engineering Overview Strong team with relevant combined experience across key engineering disciplines Romeo Engineering Overview Select Professional Experience Representative Product Launch Experience of Romeo Engineering Team Apache Helicopter SpaceX Dragon Rocket Tesla Roadster Tesla Model S Tesla Model X Faraday Future FF91 Fiat 500e Porsche Cayenne Hybrid 60+ battery - specific engineers Deep knowledge experts team across all core engineering disciplines including electrical, thermal, chemical, mechanical, electrochemistry Team members experienced with multiple prolific vehicle launches Combining automotive, space, and aviation tech to create the most advanced battery systems for electric vehicles 7 GWh - capable, fully functional manufacturing and R&D center located in Los Angeles, California, 27 Technology Overview Romeos batteries use a modular design and best - in - class components Cell procurement is a carefully guided process with rigorous testing and validation processes to ensure only the best cells are selected Romeos packs and modules are cell - agnostic, allowing the company to use only the best for each application, and adapt and change as new cells come to market Cell Science Flexible and customizable design acts as a building block which allows for custom packs without needing months / years of additional R&D for each prototype Modules are designed to meet the highest safety standards and have undergone extensive testing and broad - based customer validation, both at the individual pack and module level Module Technology Mechanical pack design addresses key requirements from durability and crashworthiness to manufacturability, serviceability, and recyclability Flexible design allows the company to reach significant scale and a broad range of customer needs without incurring significant additional costs and overhead Pack Technology Battery management system serves as complete solution for monitoring and control Romeos BMS are built on a highly configurable platform, allowing it to support a wide variety of architectures, and driving lower cost and a faster time to market when compared to peers BMS Developed by Romeo In - House 1 2 3 4 Exhaustive Testing In - House, 28 Cell Science & Technology Cell Supplier Selection Broad Spectrum of C ells and Chemistry for Multiple Applications 1 A highly selective process allows Romeo to use only the top - tier quality cells Multi - tiered Cell Validation Stage 1 Stage 2 Stage 3 Beginning of Life Electrical Characterization Welding Evaluation Reproducibility Evaluation Single Cell Safety Test Cycling / Calendar Aging Open Circuit Voltage Degradation Fast C harging Critical gating step for long - term commitments Over 200 Cells Tested from 10 Suppliers 10 Cells Qualified 6 Cells Qualified Only 4 Cells Ultimately Qualified Romeos extensive cell selection process allows the company to rigorously test hundreds of cells and choose only the best for each application, based on energy density, quality and safety standards Evaluation of long term behavior for specific application Identify parameters for battery management system Collect data to strengthen battery pack warranty Characterize and verify quality of supplier manufacturing processes Verify mature cell can pass Romeos stringent safety metrics Verify supplier claims, and evaluate state of chemistry Validate mechanical properties 0 200 400 600 800 1000 0 40 80 120 160 200 240 280 320 360 Energy Density (Wh/l) Specific Energy (Wh/kg) Moderate requirements Longest range, and longest life Fastest Charge High power low density, 29 Module Technology Flexible and efficient building block for configurable, scalable energy storage 2 Hermes Module Configurable and Scalable (x8 voltage variants) Integrated B attery M anagement Board High Performance, Integrated and Structural C ooling - plate Lightweight I solation Material Key Attributes Market - leading automotive building block with active high cooling performance 20 - 30% more energy density than same - size competitor packs 1 High stability and superior thermal management (<4 C Temp delta) Patented cold - plate technology allows for quick integration into Class 1 to Class 8 electric motors Electrical isolation protection achieved without compromising energy density or thermal performance Liquid active cooling within slimmest volume factor (7% of volume) No fire propagation during single or multiple cell failures 2hr baseline charge time for optimal life (20min, fast charge to 80%) Highest manufacturing rate at <100 ms per Cell 1 Management estimate, 30 Pack Technology Customers are willing to pay a premium for integrated products from their battery solution provider 3 Hermes Module Delivery Truck Step - Van Freight Bus / Shuttle Fire Truck Refuse Truck Passenger Truck High Performance EV Using 4 major cells, with 8 voltage variants and 6 different packs, Romeo is able to create 192 products utilizing the same module, manufacturing line, process and test sequence, allowing for high customizability and product expansion with ease 1 Representative only, non - exhaustive list of potential end markets or offerings. Investor Day Presentation. In an earlier investor presentation, the company delivered a forecast of $140 million of revenue in 2021. RMG and Romeo reserve the right to withdraw or amend for any reason any offering and to reject any Subscription Agreement for any reason.

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