Exhibit 99.1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date
of Report (Date of earliest event reported):
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) |
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of each exchange on which registered | ||
| The Stock Market LLC | ||||
| The Stock Market LLC | ||||
| The
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item 7.01 Regulation FD Disclosure.
As previously announced, Evo Acquisition Corp. (“Evo” or the “Company”) entered into a business combination agreement (the “Business Combination Agreement”) dated as of October 18, 2022 with 20Cube Logistics Pte. Ltd. (“20Cube”) and certain other parties. Pursuant to the Business Combination Agreement, and subject to the terms and conditions thereof, the Company and 20Cube will become subsidiaries of a new public company (such transaction, the “Business Combination”), 20Cube Logistics Solutions Ltd. (“Pubco”).
Annexed hereto as Exhibit 99.1, 99.2 and 99.3 are investor presentations provided to prospective investors with respect to the proposed Business Combination with the Company.
The foregoing (including the exhibits attached hereto) is being furnished pursuant to Item 7.01 and will not be deemed to be filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise be subject to the liabilities of that section, nor will it be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”) or the Exchange Act regardless of any general incorporation language in such filings. This Current Report will not be deemed an admission of materiality of any of the information in this Item 7.01, including the exhibits attached hereto.
Important Information About the Business Combination and Where to Find It
This Form 8-K and the exhibits hereto relate to a proposed Business Combination between Evo and 20Cube. This Form 8-K and the exhibit hereto do not constitute an offer to sell or exchange, or the solicitation of an offer to buy or exchange, any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, sale or exchange would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. In connection with the Business Combination, Evo and Pubco intend to file relevant materials with the SEC, including a registration statement to be filed by Pubco on Form F-4, which will include a proxy statement/prospectus. Security holders are encouraged to carefully review such information, including the risk factors and other disclosures therein. The proxy statement/prospectus will be sent to all shareholders of Evo and 20Cube. Evo and Pubco will also file other documents regarding the proposed Business Combination with the SEC. Before making any voting or investment decision, investors and security holders of Evo and 20Cube are urged to read the registration statement, the proxy statement/prospectus and all other relevant documents filed or that will be filed with the SEC in connection with the proposed Business Combination as they become available because they will contain important information about the proposed Business Combination.
Once available, shareholders will also be able to obtain a copy of the Form F-4, including the proxy statement/prospectus, and other documents filed with the SEC without charge, by directing a request to: EVOJ@mzgroup.us. The preliminary and definitive proxy statement/prospectus, once available, and other materials filed with the SEC, can also be obtained, without charge, at the SEC’s website (www.sec.gov).
Participants in the Solicitation
Evo, 20Cube and Pubco, and their respective directors and executive officers may be considered participants in the solicitation of proxies with respect to the proposed Business Combination described in this presentation under the rules of the SEC. Information about the directors and executive officers of Evo is set forth in Evo’s annual report on Form 10-K filed with the SEC on March 28, 2022 and Current Report on Form 8-K filed with the SEC on May 17, 2022, and are available free of charge at the SEC’s website at www.sec.gov or by directing a request to: Evo Acquisition Corp., 10 Stateline Road, Crystal Bay, NV 89402. Information regarding the persons who may, under the rules of the SEC, be deemed participants in the solicitation of the Evo stockholders in connection with the proposed Business Combination will be set forth in the registration statement containing the proxy statement/prospectus on Form F-4 to be filed by Pubco with respect to the proposed Business Combination when it is filed with the SEC. These documents can be obtained free of charge from the sources indicated herein.
Forward-Looking Statements
Certain statements included in this Form 8-k and the exhibits hereto are not historical facts but are forward-looking statements. Forward-looking statements generally are accompanied by words such as “believe,” “may,” “will,” “estimate,” “continue,” “anticipate,” “intend,” “expect,” “should,” “would,” “plan,” “future,” “outlook,” and similar expressions that predict or indicate future events or trends or that are not statements of historical matters, but the absence of these words does not mean that a statement is not forward-looking. These forward-looking statements include, but are not limited to, statements regarding estimates and forecasts of other performance metrics and projections of market opportunity. These statements are based on various assumptions, whether or not identified in this Form 8-k and the exhibits hereto and on the current expectations of Evo’s and 20Cube’s respective managements and are not predictions of actual performance. These forward-looking statements are provided for illustrative purposes only and are not intended to serve as, and must not be relied on by any investor as, a guarantee, an assurance, a prediction or a definitive statement of fact or probability. Actual events and circumstances are difficult or impossible to predict and will differ from assumptions. Many actual events and circumstances are beyond the control of Evo and 20Cube. Some important factors that could cause actual results to differ materially from those in any forward-looking statements could include changes in domestic and foreign business, market, financial, political and legal conditions.
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These forward-looking statements are subject to a number of risks and uncertainties, including, the inability of the parties to successfully or timely consummate the Business Combination, including the risk that any required regulatory approvals are not obtained, are delayed or are subject to unanticipated conditions that could adversely affect the combined company following the Business Combination (the “Combined Company”) or the expected benefits of the Business Combination, if not obtained; the failure to realize the anticipated benefits of the Business Combination; matters discovered by the parties as they complete their respective due diligence investigation of the other parties; the ability of Evo prior to the Business Combination, and the Combined Company following the Business Combination, to maintain (in the case of Evo) and to obtain and maintain (in the case of the Combined Company) the listing of Evo’s shares prior to the Business Combination, and following the Business Combination, the Combined Company’s shares on Nasdaq; costs related to the Business Combination; the failure to satisfy the conditions to the consummation of the Business Combination, including the approval of the Business Combination Agreement by the respective stockholders of Evo and 20Cube, the risk that the Business Combination may not be completed by the stated deadline and the potential failure to obtain an extension of the stated deadline; the inability to complete a PIPE transaction; the outcome of any legal proceedings that may be instituted against Evo or 20Cube related to the Business Combination; the attraction and retention of qualified directors, officers, employees and key personnel of Evo and 20Cube prior to the Business Combination, and the Company following the Business Combination; the ability of the Combined Company to compete effectively in a highly competitive market; the ability to protect and enhance 20Cube’s corporate reputation and brand; the impact from future regulatory, judicial, and legislative changes in 20Cube’s’s industry; and, the uncertain effects of the COVID-19 pandemic or other public health matters; competition from larger technology companies that have greater resources, technology, relationships and/or expertise; future financial performance of the Combined Company following the Business Combination including the ability of future revenues to meet projected annual bookings; the ability of the Combined Company to forecast and maintain an adequate rate of revenue growth and appropriately plan its expenses; the ability of the Combined Company to generate sufficient revenue from each of our revenue streams; the ability of the Combined Company’s patents and patent applications to protect the Combined Company’s core technologies from competitors; the Combined Company’s ability to manage a complex set of marketing relationships and realize projected revenues from subscriptions, advertisements; product sales and/or services; 20Cube’s ability to execute its business plans and strategy; and those factors set forth in documents of Evo or 20Cube Logistics Solutions Pte. Ltd. filed, or to be filed, with SEC. You should carefully consider the foregoing factors and the other risks and uncertainties that will be described in the “Risk Factors” section of the registration statement on Form F-4 and related proxy statement and other documents to be filed by Evo or 20Cube Logistics Solutions Pte. Ltd. from time to time with the SEC. These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. The foregoing list of risks is not exhaustive.
If any of these risks materialize or our assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements. There may be additional risks that neither Evo nor 20Cube presently know or that Evo or 20Cube currently believe are immaterial that could also cause actual results to differ from those contained in the forward-looking statements. In addition, forward-looking statements reflect Evo’s and 20Cube’s current expectations, plans and forecasts of future events and views as of the date of this Form 8-k. Nothing in this Form 8-k and exhibits hereto 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 Form 8-k and exhibits hereto, which speak only as of the date they are made and are qualified in their entirety by reference to the cautionary statements herein and the risk factors of Evo and 20Cube described above. Evo and 20Cube anticipate that subsequent events and developments will cause their assessments to change. However, while Evo and 20Cube may elect to update these forward-looking statements at some point in the future, they each specifically disclaim any obligation to do so, except as may be required by law. These forward-looking statements should not be relied upon as representing Evo’s or 20Cube’s assessments as of any date subsequent to the date of this Form 8-k. Accordingly, undue reliance should not be placed upon the forward-looking statements.
Non-Solicitation
This Current Report on Form 8-K and the exhibits hereto do not constitute, and should not be construed to be, a proxy statement or the solicitation of a proxy, consent or authorization with respect to any securities or in respect of the proposed Business Combination and shall not constitute an offer to sell or a solicitation of an offer to buy any securities nor shall there be any sale of securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of the United States Securities Act of 1933, as amended.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
The following exhibit is being filed herewith:
| Exhibit No. | Description | |
| 99.1 | Investor Presentation dated November 28, 2022 (Summary) | |
| 99.2 | Investor Presentation dated November 28, 2022 (Short Form) | |
| 99.3 | Investor Presentation dated November 28, 2022 (Long Form) | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Evo Acquisition Corp. | |||
| By: | /s/ Richard Chisholm | ||
| Name: | Richard Chisholm | ||
| Title: | Chief Executive Officer | ||
| Dated: November 28, 2022 | |||
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Exhibit 99.1
Exhibit 99.2
a Providing End - to - end Software - enabled Logistics FOR SUPPLY CHAIN ORCHESTRATION 1 November 2022
CONFIDENTIAL Disclaimer in connection with the potential financing involves a high degree of risk. Investors should carefully consider the risks and uncertainties inherent in an investment in the securities before subscribing for the securities. Please refer to a summary of such risk factors in the Appendix. The risk factors contained in the summary are not the only ones the parties face. Additional risks that the parties currently do not know about or that they currently believe to be immaterial may also impair their business, financial condition or results of operations. You should perform your own due diligence prior to making an investment in Evo and 20Cube. NO OFFER OR SOLICITATION This Presentation does not constitute an offer or invitation for the sale or purchase of securities, assets or business described herein or a commitment to the Company or Evo with respect to any of the foregoing, and this Presentation shall not form the basis of any contract. The Company and Evo expressly reserve the right, at any time and in any respect, to amend or terminate this process, to terminate discussion with any or all potential investors, to accept or reject any proposals and to negotiate with, or cease negotiations with, any party regarding a transaction involving the Company and Evo. This Presentation shall not constitute a “solicitation” as defined in Section 14 of the Securities Exchange Act of 1934, 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, This presentation (together with oral statements made in connection herewith, this “Presentation”) is provided for informational purposes only and has been prepared to assist interested parties in making their own evaluation with respect to a potential business combination between 20Cube Pte Ltd. (“20Cube” or the “Company”) and Evo Acquisition Corp. (“Evo”) and related transactions (the “Proposed Business Combination”) and for no other purpose. By accepting this Presentation, you acknowledge and agree that all of the information contained herein or disclosed orally during this Presentation is confidential, that you will not copy, reproduce, distribute, disclose or use such information for any purpose without the prior written consent of the Company other than for the purpose of your firm’s participation in the potential financing, and that you will return to 20Cube and Evo or delete or destroy this Presentation upon request. No representations or warranties, express or implied are given in, or in respect of, the accuracy or completeness of this Presentation or any other information (whether written or oral) that has been or will be provided to you. You are also being advised that the United States securities laws restrict persons with material non - public information about a company from purchasing or selling securities of such company or certain other companies, or from communicating such information to any other person under circumstances in which it is reasonably foreseeable that such person is likely to purchase or sell such securities on the basis of such information. To the fullest extent permitted by law, in no circumstances will Evo, 20Cube, B.Riley Securities, Inc. or any of their respective subsidiaries, stockholders, affiliates, representatives, 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 20Cube or the Proposed Business Combination. Viewers of this Presentation should each make their own evaluation of 20Cube and of the relevance and adequacy of the information and should make such other investigations as they deem necessary. Nothing herein should be construed as legal, financial, tax or other advice. You should consult your own advisers concerning any legal, financial, tax or other considerations concerning the opportunity described herein. The general explanations included in this Presentation cannot address, and are not intended to address, your specific investment objectives, financial situations or financial needs. Evo and 20Cube have executed a business combination agreement (“BCA”) with respect to the Proposed Business Combination. The Proposed Business Combination is subject to, among other things, the approval by Evo’s stockholders, satisfaction of the conditions stated in the BCA and other customary closing conditions. Accordingly, there can be no assurance that the Proposed Business Combination will be consummated. Investing in the securities to be issued 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. Any offering of securities (the “Securities”) as contemplated in connection with this presentation will not be registered under the Securities Act of 1933, as amended (the “Securities Act”), and will be offered as a private placement to a limited number of institutional “accredited investors” as defined in Rule 501(a)(1), (2), (3) or (7) under the Act and “Institutional Accounts” as defined in FINRA Rule 4512(c). Accordingly, the Securities must continue to be held unless a subsequent disposition is exempt from the registration requirements of the Securities Act. Investors should consult with their counsel as to the applicable requirements for a purchaser to avail itself of any exemption under the Securities Act. The transfer of the Securities may also be subject to conditions set forth in an agreement under which they are to be issued. Investors should be aware that they may be required to bear the financial risk of their investment for an indefinite period of time. Neither 20Cube nor Evo is making an offer of the Securities in any state or other jurisdiction where the offer is not permitted. NEITHER THE U.S. SECURITIES AND EXCHANGE COMMISSION (“SEC”) NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THE SECURITIES OR DETERMINED IF THIS PRESENTATION IS TRUTHFUL OR COMPLETE. 2
CONFIDENTIAL Disclaimer the rollout of 20Cube’s business and the timing of expected business milestones; the effects of competition on 20Cube’s business; the amount of redemption requests made by Evo’s public stockholders; the ability of Evo or the combined company to issue equity or equity - linked securities in connection with the Proposed Business Combination or in the future; and those factors discussed in Evo’s Annual Report on Form 10 - K filed with the SEC on March 28, 2022 under the heading “Risk Factors” and other documents of Evo or Pubco filed, or to be filed, with the SEC. You should also carefully consider the risks and uncertainties described in the “Risk Factors” section of the proxy statement/prospectus on Form F - 4 relating to the Proposed Business Combination, which is expected to be filed with the SEC, and other documents filed from time to time with the SEC, as well as the summary of risk factors in the Appendix. These filings identify and address other important risks and uncertainties that could cause actual events and results to diverge materially from those contained in the forward - looking statements. If any of these risks materialize or Evo’s or 20Cube’s assumptions prove incorrect, actual results could differ materially from the results implied by these forward - looking statements. There may be additional risks that neither Evo nor 20Cube presently know or that Evo and 20Cube currently believe are immaterial that could also cause actual results to differ from those contained in the forward - looking statements. If the Proposed Business Combination is pursued, 20Cube Logistics Solutions Pte. Ltd (“ Pubco ”) will be. required to file registration statement on Form F - 4 relating to the Proposed Business Combination, Evo will be required to file a proxy statement, and the parties will be required to file other relevant documents with the SEC. You are urged to read the proxy statement/prospectus and any other relevant documents filed with the SEC when they become available because, among other things, they will contain updates to the financial, industry and other information herein as well as important information about Evo, the Company and the Proposed Business Combination. FORWARD - LOOKING STATEMENTS All statements other than statements of historical facts contained in this Presentation are forward - looking statements. Forward - looking statements may generally be identified by the use of words such as “believe,” “may,” “will,” “estimate,” “continue,” “anticipate,” “intend,” “expect,” “should,” “would,” “plan,” “project,” “forecast,” “predict,” “potential,” “seem,” “seek,” “future,” “outlook,” “target” or other similar expressions that predict or indicate future events or trends or that are not statements of historical matters. These forward - looking statements include, but are not limited to, statements regarding estimates and forecasts of other financial and performance metrics and projections of market opportunity and market share. In addition, statements contained in this Presentation related to the product and service features, characteristics and performance of 20Cube's products and services are forward - looking statements. These statements are based on management’s current estimations and analysis, are subject to various assumptions, whether or not identified in this Presentation, reflect the current expectations of 20Cube’s management as of the date of this Presentation and are not predictions of actual product features, characteristics or performance. These forward - looking statements are provided for illustrative purposes only and are not intended to serve as and must not be relied on by any investor as, a guarantee, an assurance, a prediction or a definitive statement of fact or probability. Actual events and circumstances are difficult or impossible to predict and may differ from assumptions and such differences may be material. Many actual events and circumstances are beyond the control of 20Cube and Evo. These forward - looking statements are subject to a number of risks and uncertainties, including changes in domestic and foreign business, market, financial, political and legal conditions; the inability of the parties to successfully or timely consummate the Proposed Business Combination, including the risk that any required regulatory approvals are not obtained, are delayed or are subject to unanticipated conditions that could adversely affect the combined company or the expected benefits of the Proposed Business Combination or that the approval of the stockholders of Evo or the shareholders of 20Cube is not obtained; failure to realize the anticipated benefits of the Proposed Business Combination; risks relating to the uncertainty of the projected financial information with respect to 20Cube; risks related to 3 In addition, forward - looking statements reflect 20Cube’s expectations, plans or forecasts of future events and views as of the date of this Presentation. Evo and 20Cube anticipate that subsequent events and developments will cause Evo’s and 20Cube’s assessments to change. It is not possible to predict all risks, nor assess the impact of all factors on the Company’s business or the extent to which any factor, or combination of factors, may cause the Company’s actual results, performance or financial condition to be materially different from the expectations of future results, performance or financial condition. In addition, the analyses of the Company and Evo contained herein are not, and do not purport to be, appraisals or the securities, assets or business of the Company, Evo or any other entity. While Evo and 20Cube may elect to update these forward - looking statements at some point in the future, Evo and 20Cube specifically disclaim any obligation to do so. These forward - looking statements should not be relied upon as representing Evo’s and 20Cube’s assessments as of any date subsequent to the date of this Presentation. Accordingly, undue reliance should not be placed upon the forward - looking statements. USE OF PROJECTIONS The projections, estimates and targets in this Presentation are forward - looking statements that are based on assumptions that are inherently subject to significant uncertainties and contingences, many of which are beyond 20Cube’s and Evo’s control. 20Cube’s and Evo’s independent auditors did not audit, review, compile or perform any procedures
CONFIDENTIAL Disclaimer with respect to such projections, estimates, or targets for the purpose of their inclusion in this Presentation, and accordingly, such auditors neither expressed an opinion nor provided any other form of assurance with respect thereto for the purpose of this Presentation. While all protections, estimates, and targets are necessarily speculative, 20Cube believes that the preparation of prospective financial information involves increasingly higher levels of uncertainty the further out the projection, estimate, or target extends from the date of preparation. The assumptions and estimates underlying projected, expected, or targeted results are inherently uncertain and are subject to a wide variety of risks and uncertainties, including but not limited to those mentioned in the immediately preceding paragraph, that could cause actual results to differ materially from those contained in such projections, estimates, and targets. The inclusion of projections, estimates, and targets in this Presentation should not be regarded as an indication that 20Cube, Evo, or their respective representatives considered or consider such financial projections, estimates, and targets to be a reliable prediction of future events. See Forward - looking Statements” above. FINANCIAL INFORMATION; NON - IFRS FINANCIAL MEASURES The historical financial data included in this Presentation has been derived based on the Company’s audited financial statements for the fiscal years ended March 31, 2020 and 2021, which were prepared in accordance with International Financial 4 Reporting Standards, or IFRS. The historical financial data included in this Presentation for the Company’s fiscal year ended March 31, 2022, has been derived based on the Company’s management accounts prepared in accordance with IFRS and is subject to an ongoing audit completion and is subject to further review and updates. Financial information and data contained in this Presentation does not conform to Regulation S - X under the Securities Act. Such information and data may not be included in, may be adjusted in or may be presented differently in any proxy statement/prospectus or registration statement to be filed by Pubco with the SEC, and such differences may be material. In particular, all 20Cube and combined company projected financial information included herein is preliminary and is subject to risks and uncertainties. Any variation in 20Cube’s or the combined company’s actual results and the projected financial information included herein may be material. This Presentation also includes references to non - IFRS financial measures. Such non - IFRS measures should be considered only as supplemental to, and not as superior to, financial measures prepared in accordance with IFRS. 20Cube and Evo believe that the use of these Non - IFRS Financial measures provide an additional tool for investors to use in evaluating historical or projected operating results and trends in and in comparing 20Cube’s financial measures with other similar companies, many of which may present similar non - IFRS financial measures to investors. Management does not consider these non - IFRS measures in isolation or as an alternative to financial measures determined in accordance with IFRS. The principal limitation of these non - IFRS financial measures is that they reflect the exercise of judgments by management about which expense and revenue items are excluded or included in determining these non - IFRS financial measures. In order to compensate for these limitations, management presents historical non - IFRS financial measures in connection with IFRS results in the Appendix. However, not all of the information necessary for a quantitative reconciliation of the forward - looking non - IFRS financial measures to the most directly comparable IFRS financial measures is available without unreasonable efforts at this time. See the Appendix for an explanation of how the Company calculates Adjusted EBITDA and certain other financial measures.
CONFIDENTIAL Evo Acquisition Corp. MICHAEL LERCH Chairman 25+ years investment experience specializing in capital markets and structured finance Chief Investment Officer of Evolution Capital Management (ECM) Director of various private funds and investment vehicles Prior to founding ECM, he spent nearly a decade working for global investment banks in senior management and trading positions RICHARD CHISHOLM CEO & Director Director of various private funds and investment vehicles managed by Evolution Capital Management (ECM) Spearheaded Evolution’s private equity transactions Prior to joining ECM, he spent nearly a decade working as “outside counsel” to investment funds and private and public companies both domestically and in Asia with law firms such as Latham & Watkins and The Venture Law Group ADRIAN BRINDLE CFO Served as part of the senior management team of Evolution since May 2004 Adrian oversees the finance and operations groups around the world and serves as a director of two Evolution entities in Japan, Evolution Asset Management Co. Ltd. and Evolution Japan Securities Co. Ltd. Prior to joining Evolution, he spent thirteen years in Japan, where he held senior management positions with JPMorgan Chase, C.I.B.C. and T.D. Group JASON SAUSTO Managing Director Co - founder of Booking.com Previous Board Member of Tokyo Stock Exchange traded Pioneer & Onkyo Japan 16 years working experience across China, Japan and S.E. Asia Owned $150m Revenues Consumer Goods distribution company in the Americas EVOLUTION BRINGS A FULL SUITE OF INVESTMENT EXPERTISE Evolution Financial Group – Integrated suite of financial services including trading, investment banking, and debt servicing. Founded in 2002 by Michael Lerch Evolution Capital Management – U.S. based investment manager founded in 2002 Evolution Japan Securities Co. Ltd . – Japan based brokerage service provider founded in 1998 and acquired by Evolution Financial Group in 2013 Focused on investing in a broad - spectrum of industries specifically in Asia 70 PIPE transactions completed since 2015 #1 by number of PIPE deals completed in Japan in 2020 (1) 5 Evolution Japan Asset Management Co. Ltd . – Japan based investment advisor founded in 2008 and acquired by Evolution Financial Group in 2013 Evo Capital Management Asia Ltd . – Hong Kong based investment advisor founded in 2007 (1) I - N Information Systems
CONFIDENTIAL 20Cube Opportunity – Investment Highlights UNIQUE INVESTMENT OPPORTUNITY IN A FAST - GROWING, PROVEN, TECH - ENABLED LOGISTICS PLAYER End - to - end solution through state - of - the - art technology Highly topical and growth - oriented market Experienced, tech - focused management team with deep industry knowledge in M&A and long - tenured business partnerships Profitable, scalable, innovative, capital - efficient business model Accelerated revenue growth through COVID (74% FY21A - FY22UA) and expecting between 16% - 33% YoY revenue growth through FY24 Repeat business from large global and regional customers 6
7 20Cube Corporate Video – Please Click on the Image to Play
CONFIDENTIAL Company and SPAC presenters 8 RICHARD CHISHOLM CEO & Director JASON SAUSTO MANAGING DIRECTOR JEFFREY GEINITZ DIRECTOR, GLOBAL BUSINESS PROCESS Evo Acquisition Corp. Evo Acquisition Corp. MAHESH NIRUTTAN FOUNDER & CEO ANAND SEETHARAMAN CO - FOUNDER & CFO
CONFIDENTIAL 20Cube at a glance (1) • Software - enabled international supply chain orchestrator from purchase order (PO) to point of delivery (POD) • Technology driven, proven proprietary system • Healthy Adjusted EBITDA margins • Profitable and growing • Industry veterans from top supply chain / logistics companies • Key presence in Asia, Australia and East Africa • Large addressable market - $653bn as of 2021 (3) 10 - YEAR TRACK RECORD OF PERFORMANCE OVERVIEW (1) All operational metrics of the Company included in this slide are as of the Company’s fiscal year ended March 31, 2022UA (2) Includes offices and warehouses (3) Includes global freight forwarding and global warehousing and storage markets; Sources: 20Cube management estimates based on Ti Research and IMARC Group data points from 2021 reports SELECTED CUSTOMERS 9 $163m FY2022 Total Revenue 74% FY2022 Revenue Growth 8% FY2022 Adjusted EBITDA Margin 600+ Employees 34% 2022 ROCE 5,400+ Web API’s 60+ Locations (2) ERICSSON B/S/H/ BMW VOLTAS MITSUBISHI ELECTRIC EXXON SPOTLIGHT ASIANPAINTS ORICA IKEA KIA MOTORS GLENCORE
CONFIDENTIAL Established player in key markets 60+ Physical Locations Globally (1) Secondary Operations Hub (Coimbatore & Kuala Lumpur) Global Operations Hub (Chennai) 20Cube Office Operations / Business Reach 10 (1) Includes additional offices and warehouses
CONFIDENTIAL 20Cube addresses a large, mission critical market Sources: 20Cube management estimates based on Ti Research and IMARC Group data points (1) 2021 based on IMARC Group 2021 report. 2022 - 2025 represent management estimates based on CAGR of 4.7% as forecasted in IMARC Gro up 2021 report (2) Includes global freight forwarding and global warehousing and storage market data from Ti Research and IMARC Group 2021 reports (3) 2021 represents management estimate based on IMARC Group 2021 report and Statista April 2022 report. 2022 - 2025 represent managem ent estimates based on an estimated combined CAGR of 4.2% 11 TOTAL LOGISTICS MARKET SIZE (1) ($USD trillions) ADDRESSABLE GLOBAL LOGISTICS MARKET (2)(3) ($USD billions) $4.9 $5.2 $5.4 $5.6 2021A 2022E 2023E 2024E $653 $680 $708 $738 2021A 2022E 2023E 2024E
CONFIDENTIAL Managing logistics is a complex operation WITH UP TO 30+ STAKEHOLDERS INVOLVED IN THE SUPPLY CHAIN Shipment status often unclear “I think one of the biggest challenges is just that, we’ve had two and a half years of constant uncertainty and supply chain issues and disruptions” – IHS Markit (3) Common exceptions cause major slowdowns “From transportation capacity and labor constraints to changing order profiles and more frequent disruptive events, maintaining predictable and cost - effective material flows has never been more complex or challenging” – DHL Supply Chain (2) Legacy document management “Machinery, hardware and software are all looked at in a different light today. The supply chain was built on legacy technologies that previously lacked the ability to interact with other, newer technologies. But now, visibility is key” – SDC Supply & Demand Chain Executive (5) Inefficient operating models “Alibaba knew that they needed a platform that could allow for infinite scale,” she said. “What we always saw as the necessary piece of the logistics environment is the ability for international freight to be able to come on and see the options, then just click and book and concentrate on your business and not on the freight” – Freightos Marketplace CEO (1) Poor visibility into the supply chain “Today, there is a great spotlight on visibility, with companies valuing data in location tracking, stock levels, transportation time, capacity and more” – SDC Supply & Demand Chain Executive (5) Error prone, often delayed, payment cycles “A lot of small/medium - sized enterprises scramble with last - minute orders, changing dates, shipping modes — all kinds of criteria and they expect the same rate quote I gave them one or two months ago. But quotes don't necessarily hold. So, they end up squeezed between the going rate and what they quoted their client. And that can eat directly into their profit” – Apex Logistics Business Development Manager (4) 12 (1) Journal of Commerce: Small shippers flocking to freight marketplaces during COVID - 19; September 17, 2020 (2) Logistics Management: Unlocking the value of supply chain integration; April 25, 2022 (3) Governing: Industries prep for supply chain impacts from Russian Sanctions; February 28, 2022 (4) Supply Chain Dive: Speaking volumes – What freight forwarders hear from small/medium - sized enterprises; March 7, 2022 (5) SDC Supply and Demand Chain Executive: Top trends in supply chain management 2022; March 3, 2022
a A modern logistics solution is needed for today’s economy
CONFIDENTIAL We provide an integrated, end - to - end workflow solution Service Capabilities Legacy, Non - Digital Freight Forwarders & Carrier Logistics Digital Freight Forwarders Digital Carrier Logistics Legacy Freight Forwarder & Carrier Logistics Companies New Age Digital Freight Forwarders New Age Digital Carrier Logistics Vendor (PO) Transportation Warehousing & origin work Customs Carrier Customs Warehousing & destination work Secondary Transportation Receiver (POD) Sources: 20Cube management estimates of competitor offerings and https://www.dsv.com/, https://us.kuehne - nagel.com/, https://www.expeditors.com/, https://www.chrobinson.com/en - us/, https://www.flexport.com/, https://forto.com/en/, https://www.freightos.com/, https://transfix.io/, https://convoy.com/, https://www.cogoport.com/ 14
CONFIDENTIAL …through collaborative, real - time logistics API and EDI AUTO CAPTURE Email, Excel Interface Document Scanning ALTERNATE CAPTURE Order to Supplier Pickup Transportation Carrier Warehousing & Destination work Customs Clearance Destination Secondary Transportation Receiver - Delivery Customs Clearance Origin Warehousing & Origin Work Customer Collaborative Workflow Control Tower 15 Visibility Exception management Cost savings Tech - enabled automation BENEFITS TO CUSTOMERS
CONFIDENTIAL An extensive, growing customer (1) base 664+ Total Customers (2) $34.6m New customer revenue (4) 16 (1) "Customers" include only those customers whose dollar transaction value with the Company in a single fiscal year exceeds $15, 000 (2) Total Customers as of April 2022 (3) Customer base growth refers to increase in the number of customers between FY2021A and FY2022UA (4) New customer revenue refers to revenue generated from new customers in FY2022UA 53% Customer base growth FY2021A vs. FY2022UA (3) BATA BMW SHIMANO WORLD HEALTH ORGANIZATION WARNER BROTHERS SPOTLIGHT VOLTAS CATERPILLAR AQUAPHARM MOTHERSON MITSUBISHI ELECTRIC CITY BEACH TAKATA MATRIX POLYMERS HENKEL HYPERMART BRANDIX BAKER HUGHES KIA MOTORS HITACHI B/S/H/ VIDA ASIANPAINTS CAREL CORE SUPPLY GROUP RDO EQUIPMENT BELDEN DIVERSEY STAHL ERICSSON ARISE SOLAR CYIENT BLUE STAR CTM PRINCESS POLLY IMPERIAL BRANDS GLENCORE NUTRIEN AG SOLUTIONS RUSSELL ATHLETIC EXXON TOTALENERGIES IKEA ORICA NANOSONICS CUMMINS
CONFIDENTIAL And success in cross - selling service lines, creating stickiness CUSTOMERS % OF FY22UA REVENUE & TENURE SERVICES OFFERED Customs Brokerage International Freight Warehousing Distribution Solutions 3.8% 10+ Years 4 AU Custom Clearance Mar’14 2 India Subcon - AU Jan’14 1 10K Warehouse in Malaysia Mar’13 6 Malaysia Stores Delivery Dec’15 3 POMS / Exception Feb’14 7 7DC - Depot - Store Delivery Oct’18 5 150K WH Pick & Pack Jun’15 1.8% 5+ Years 4 DG Clearance May’19 2 Ammonium Nitrate Exports May’20 1 ITES Services May’18 3 Visibility, Documents, Solutions Jun’18 5 Sodium Cyanide and Preferred DG Jan’21 2.2% 5+ Years 4 IN Custom Clearance +On Carriage Jan’20 1 35K Overflow WH in BOM Jan’18 3 10K Bikes Hour Delivery Aug’18 2 70K Overflow BOM Jul’18 4 Last Mile Delivery Jan’20 4 300K Warehouse Pune Jan’20 1.0% 9+ Years 1 20K Warehouse BOM Nov’14 5 Mumbai Delivery Sep’21 2 Fully Integrated with SAP – Apr’15 3 300K Warehouse Oct’19 4 Customer Portal, and Alerts 6 30K Warehouse in Gowhati Jan’22 0.3% 8+ months 1 Kokata Aug’21 Bhuaneswar Aug’21 1 Kokata Delivery Aug’21 Bhuaneswar Delivery Aug’21 17 SPOTLIGHT ORICA BMW B/S/H/ EXXON
CONFIDENTIAL Spotlight – Large retailer in Australia, direct delivery to store CASE STUDY Requirements / Challenges $10.7m Reduction in Total Supply Chain Cost Direct to store deliveries for goods and origin pick and pack operations Required innovative solutions to reduce shipment lead time and cost reduction in haulage at Australia Required a fully integrated supply chain visibility from supplier (source) till delivery (store) SOLUTIONS Warehouse 150K Sqft - Pick and Pack – Offshore warehousing solutions in Port Kelang, Malaysia EDI / API Integrated their SAP – Order to Delivery Digital Purchase Order Management Solution: Implemented online MyHub purchase order management solutions with exception management Freight Forwarding and customs clearance services on the required tradelines to Australia and Malaysia 1 2 3 1 2 3 4 18
CONFIDENTIAL BMW – KPI - driven, PAN India distribution center CASE STUDY Requirements / Challenges Expertise in spare part inventory management and visibility Operational efficiency and accurate productivity mapping and KPI tracking to improve lead time SOLUTIONS JAN 2018 Supported BMW with overflow warehousing facilities with short notice MAY 2019 20Cube offered alternate options for customs clearance at ICD instead of JNPT port JAN 2020 Improvements on packaging, and productivity benchmarking resulted in earned performance bonus of ~$60K in FY2022 JAN 2020 Integrated solutions of customs clearance, on - carriage, warehousing and transportation to the last mile 1 2 1 2 3 4 19 2021 Quality Award Best Distribution Center in Region (1) (1) Awarded by BMW Group in Excellence in Quality Management Category for 20Cube’s Regional Distribution Center in Pune, India
CONFIDENTIAL ExxonMobil – Ecommerce - like last mile experience CASE STUDY Requirements / Challenges Fully integrated with customer SAP (Inbound, Inventory and Sale Order) Required to have an Amazon delivery experience on B2B, with direct visibility to their stores on the live tracking dashboards 1 2 20 99% On Time Requested Delivery Date KPI (1) SOLUTIONS EDI / API 12 API integrations messages with the customers ERP - SAP Hana System Barcode Fully 2D driven warehouse operations + transporters compliance with the live tracking on mobile Dashboard Live CCTV view + live monitoring dashboard visibility for every exceptions Store ECom - like order to delivery with e - proof of delivery and event alert solution to help customer to give his customer a superior buying experience bringing customer stickiness 1 2 3 4 (1) Represents percentage of compliance with customer requested delivery date for November 2021 – January 2022
CONFIDENTIAL Opportunity for rapid scale - up leveraging operational efficiencies SCALE Driving Growth (“Seeds to Plantation”) Expand customer base for the 6 types of solutions offered Expand share of wallet for existing foot in door Trade Lane Growth Expand existing trade lanes Expand into new trade lanes ENHANCE SME Supply Chain Solutions Enhance and commercialize existing solutions into emerged market SMEs Building holistic service offerings across hubs to optimize customer supply chains Emerging Markets & Local Capabilities Tap capabilities into other emerging markets Gain additional market share Commercial Investment in Team Productize solution business Expand trade lanes, industry vertical sales, build tender management team and strengthen digital marketing team Inorganic Growth Complete strategic acquisitions across various regions Capture synergized profitability through transition to 20Cube platform INVEST 21
CONFIDENTIAL Goal of highly accretive M&A IDENTIFYING ACQUISITION PIPELINE TO ACCELERATE FUTURE GROWTH APPROACH Entice smaller targets with the opportunity to join a global network with equity consideration Grow trade lane depth in existing geographies Accelerate geographic expansion Operational and cost efficiencies drive Adjusted EBITDA growth 1 2 3 4 TARGET CRITERIA $20m - $100m in annual revenue Easily convertible to the 20Cube MyHub + platform Complimentary customer mix and industry verticals Geographic synergies with existing business POTENTIAL ACQUISITION PIPELINE GEOGRAPHY POTENTIAL PIPELINE RATIONALE North America & Australia 4 Build North American & Australia presence and broaden network Europe 5 Build European presence and broaden network Other 13 Build emerging market presence. Roll - up 20Cube agent network CURRENT IDENTIFIED POTENTIAL TARGETS REPRESENT SIGNIFICANT REVENUE OPPORTUNITY 22
CONFIDENTIAL Financial summary and forecast RAPIDLY GROWING REVENUE AND HEALTHY CONVERSION RATIOS EXPECTED T O RESULT IN ACCELERATED ADJUSTED EBITDA GROWTH $73 $94 $163 $190 $252 2020A 2021A 2022UA 2023F 2024F REVENUE GROWTH ($USD millions FY ending March 31 st ) 23 ADJUSTED EBITDA GROWTH ($USD millions FY ending March 31 st ) $9 $10 $13 $18 $25 2020A 2021A 2022UA 2023F 2024F
CONFIDENTIAL 24% 28% 29% 34% 37% 54% 40% 20Cube is efficient and profitable 20CUBE FY2022UA (1) CONVERSION RATIO (ADJUSTED EBITDA/Net Revenue) (2)(3) INDUSTRY OUTPERFORMERS – FY2021 Note: Company fiscal year ending March 31st (1) FY22UA ended March 31 2022 (2) Source: Kuehne + Nagel, Forward Air Corp., DSV, C.H. Robinson, Expeditors, XPO Logistics, Wincarton , Logwin , Wiseway Logistics, Jiangsu Feiliks International, Clasquin company annual reports and SEC filings where available (3) Top quartile industry median and Industry Outperformers percentages represents EBITDA as the numerator. 20Cube numerator is A dju sted EBITDA 24 (1) CONVERSION RATIO (ADJUSTED EBITDA / Net Revenue) (3) ADJUSTED EBITDA MARGIN (3) ROCE 40% 34% 8% TOP QUARTILE INDUSTRY MEDIAN (2) Median (2) : 32% 30% 21% 7%
CONFIDENTIAL Transaction summary SOURCES (USD millions) 20Cube Rollover Equity (1) $260 SPAC Cash in Trust (2) 125 Estimated Convertible Notes Proceeds 20 Estimated Common Equity PIPE Proceeds 25 TOTAL SOURCES $430 PRO FORMA VALUATION ( USD millions, except per share values) Illustrative Share Price $10.00 Pro Forma Shares Outstanding (2)(3) 44 TOTAL COMMON EQUITY VALUE (3) $437 Convertible Unsecured Notes 20 Pro Forma Net Debt (ex. Convertible Notes) (4) (119) PRO FORMA ENTERPRISE VALUE $338 EV / FY2024F Revenue 1.3x EV / FY2024F Adjusted EBITDA 13.3x Note: Management estimates. The Company’s fiscal year ends March 31 st (1) There is an existing term sheet for $20m of convertible note proceeds with Evo, subject only to final negotiation (2) Assumes no SPAC investors redeem their shares for cash in trust in connection with business combination (3) Pro forma share count includes 2.7m founder shares. Excludes warrants (both public & private). (4) Assumes Company’s existing cash and cash equivalents balance of $4.9m as of September 30, FY2023 and $13.1m of working capita l r elated debt and finance leases expected to be outstanding following the close of the business combination 25 • Pro Forma Enterprise Value of $338m, representing a transaction multiple of 1.3x FY2024F Revenue and 13.3x FY2024F Adjusted EBITDA • $45m in targeted convertible note and equity PIPE commitments (1) • ~$135m cash to balance sheet for continued growth of combined company through both organic expansion & acquisitions (1)(2) • 20Cube existing shareholders and management will own ~59% of the pro forma combined company • Evo Sponsor shares and 20Cube management shares subject to lock - up with certain early release provisions for 20Cube shares PRO FORMA ILLUSTRATIVE OWNERSHIP USES (USD millions) 20Cube Rollover Equity (1) $260 Cash to Repay Existing Debt 18 Cash to Pro Forma Balance Sheet 135 Estimated Transaction Costs 16 TOTAL USES $430 59.5% 28.6% 6.2% 5.7% Target Public SPAC Shares SPAC Sponsor Shares PIPE Shares
CONFIDENTIAL Operational benchmarking 26 Note: 20Cube & Kintetsu figures represent fiscal year 2021A - 2024F or FY2024F (conversion ratio) ending March 2024 1) Estimated based on SEC filings related to transaction announced May 31, 2022 2) Competitor conversion ratio represents FY23F EBITDA / Net Revenue; 20Cube conversion ratio represents FY24F Adjusted EBITDA / Ne t Revenue; Kintetsu conversion ratio represents FY24 EBITDA / Net Revenue 3) NM denotes figures less than 0.0% 4) 2023E Gross margin estimated based on LTM June 2022 Source: 20Cube competitor data i s as estimated by CapitalIQ consensus mean as of 11/15/22 except as set forth in footnotes 1 & 2 below 38.9% 45.2% 34.3% 10.5% 10.4% 10.1% 9.9% REVENUE GROWTH CAGR (CY20A - CY23F) LEGACY MEDIAN: 10.4% (1) Digitized Freight Forwarders Legacy Logistics CONVERSION R ATIO (CY23F) (2) LEGACY MEDIAN: 55.2% (3) Digitized Freight Forwarders Legacy Logistics (4) 50.3% NM 56.9% 55.6% 55.2% 36.8% 32.8%
CONFIDENTIAL 13.3x NM NA 15.8x 13.0x 12.7x 12.3x 12.2x Valuation comps 1.3x 11.0X 2.1x 4.3X 1.5x 1.3x 1.2x 0.6x Note: 20Cube & Kintetsu figures represent fiscal year 2024F ending March 2024 1) Estimated based on SEC filings related to transaction announced May 31, 2022 2) Estimated multiple based on Flexport Series E financing announced January 24, 2022. Source: PitchBook 3) 20Cube multiples represents Adjusted EBITDA as the denominator 4) NM denotes figures less than 0.0x 27 EV / CY23F REVENUE EV / CY23F EBITDA (3) LEGACY MEDIAN : 1.3x LEGACY MEDIAN: 12.7x DIGITAL MEDIAN: 6.6x (1) (2) Source: 20Cube competitor data i s as estimated by CapitalIQ consensus mean as of 10/17/22 except as set forth in footnotes 1 & 2 below (4) Digitized Freight Forwarders Legacy Logistics Digitized Freight Forwarders Legacy Logistics
CONFIDENTIAL An innovative blend of technology, business structure, & industry expertise PROVEN, PROFITABLE OPERATING MODEL & ROBUST CUSTOMER BASE; READY FOR NEXT GROWTH PHASE Industry Specialist Expertise Centralized Operating Model Robust Software Backbone Highly scalable Tech - driven, sticky customer solution Ideal platform for inorganic growth – significant operating leverage for acquired businesses Globally experienced management team 28
Appendix
CONFIDENTIAL 20Cube’ developed software platform drives our advantage Single window data visibility Data integration & document management Exception management Macro enabled templates Consolidated inventory visibility KPI enabled workflows and monitoring CCTV live view of operations from anywhere Value added information to help save cost such as inventory age/near expiry inventory Centralized & customized management Visibility – track & trace capabilities Exception management & approvals Reports & analytics Live customer dashboard Online vehicle track and trace Automated report generation Driver Application FORWARDING HUB GLOBAL TRADE HUB WAREHOUSING HUB DISTRIBUTION HUB 3 rd Generation 20Cube Framework 70+ in - house software engineers Supports multi - tenant & cross - tenant architectures Scalable horizontally & vertically Designed as SOA application and platform - as - a - service (microservices enabled) Designed using Microsoft’s .NET framework stack 30 5,400+ Web API’s
CONFIDENTIAL Web / Mobile Application Email Interface EDI Data feed ITES Remote Centralization API Gateway Robotics Process Automation 31 Multi - channel data exchange PROMPT, CONSISTENT & COST - EFFECTIVE DATA EXCHANGE THAT ENSURES DATA QUALITY AT SOURCE ADVANTAGES 3 RD PARTIES Mobile Apps & Email Alerts encourage 3 rd Party data capture at source without needing full system access and minimal on - boarding 1 PLATFORM MyHub can be used to facilitate trade via a SaaS model where 20Cube acts as a 4th Party logistics information provider (4PL) 2 EMERGING MARKETS MyHub’s ability to facilitate data capture in emerging markets is a key advantage, either with technology or via our IT Enabled Services Team in India 3
CONFIDENTIAL 20Cube is our customers’ single source for comprehensive logistics reporting 32
CONFIDENTIAL And Workflows also deliver data quality and process efficiency 33 • With Control Tower technology underpinning every service offering, we can measure the KPI’s and can improve the performance. • Each task can be individually configured for data validation, document uploads or other requirements to suit product, customer, regulatory or geographical needs. Inbox – My Tasks User Dashboard
CONFIDENTIAL The technology doesn’t stop there… 34 • System generated emails with embedded web links encourage and enable 3rd parties to access MyHub without needing a login and with minimal training outside of the email received. • Token authentication is used to provide restricted access and to simplify the user experience, making it easier for the casual user to perform the required function. • This solution is also useful where exception management is in place, to alert the customer of items in MyHub requiring their attention and providing single click system access.
CONFIDENTIAL All the way through to the last mile 35 Signature & Document Upload Document Upload Selected Uploading the Picture
CONFIDENTIAL Investment in digital approach to sales and value realization 36 Digital reach and search engine optimization Targets have a high correlation with digital marketing success Cost - Plus Value based pricing • Leads to transactional or short - term contracts • Priced to suit the steps in the PO to POD space and the value creation • The pricing models can vary from a basic cost - plus model to a solution level pricing Lead Generation 22% Revenue growth generated from new customers in FY22UA Google, LinkedIn, other digital Ad campaigns & Referrals Value Realization A SMARTER WAY TO REACH “SWEET SPOT” CUSTOMERS FASTER AND MORE DIRECTLY
CONFIDENTIAL Experienced, public - ready team with deep industry knowledge 37 20 years of experience in senior technology positions in the logistics industry Previously served at Agility's Captive Unit / Agility E - Services, with 200+ developers Worked as a client engagement head with various IT service providers like Infosys, Foursoft , Infor, and Oracle Completed his Masters in Computers in Bharathidasan University JOHNPAUL SALETH VP, Technology Over 15 years of experience in shipping, logistics and process management Pioneered setting up centralized services for logistics in Tier - 2 cities Previously served at Agility Logistics India, P&O Nedlloyd IT services, as Senior Process Manager and Team Leader VELMANI THANIGAI Head of Global Operations Hub Over 10 years of experience in FP&A for complex restructuring, expansions, large scale business transformations and business advisory roles Provides strategic consultation and guidance on financial and contractual matters Chartered Accountant and Cost Accountant and holds a post graduate certificate in Business Management from XLRI, Jamshedpur HARESH BALASUBRAMANIAN Group Financial Controller Over 33 years of leadership experience building high performing teams Previously served in Agility Logistics and various companies of Godrej Group Chartered Accountant and Cost Accountant and completed executive program in Human Resources from the University of Michigan and a Management Development Program from the Indian Institute of Management ANAND SEETHARAMAN Co - Founder, CFO Over 35 years of experience logistics, strategic planning, shipping line management, and finance Previously served at Hayley’s Group of Companies and Agility Logistics as a successful executive Holds a fellow membership with The Chartered Institute of Management Accountants in the UK and holds an MBA from the University of Sri Jayewardenepura MAHESH NIRUTTAN Founder & CEO Over 20 years of experience in the logistics industry and serves as Chief functional architect of 20Cube’s MyHub software platform Previously served at OBM International Trade Services (Acquired by 20Cube in 2011), Universal Group and HP Australia International project management, M&A integration, and digital supply chain solutions expertise International Business graduate from the Queensland University of Technology JEFFREY GEINITZ Director, Global Business Process Over 30 years of experience in the freight forwarding and distribution industry Instrumental in assisting companies with delivering products globally through supply chain solutions, ensuring cross border requirements are seamlessly met. Held numerous roles in the industry including President of Customs Brokers And Forwarders Council Of Australia (CBFCA) Queensland JOHN MCNALLY CEO, Australia
CONFIDENTIAL Operational metrics INCREASING RETURN ON CAPITAL EMPLOYED AND IMPROVING CONVERSION RATIOS 38 CONVERSION RATIO (2) INCREASING RETURN ON AVERAGE CAPITAL EMPLOYED (1) (1) Return on Average Capital Employed (ROACE) calculated as EBIT divided by Average Capital Employed, which is calculated as the av erage of two years total assets, minus current liabilities, minus excess cash, plus current maturities of long - term debt (2) Conversion Ratio calculated as Adjusted EBITDA divided by Net Revenue 21.5% 33.5% 33.8% 43.1% 30.9% 2020A 2021A 2022UA 2023E 2024E 47.5% 47.0% 40.4% 48.6% 50.3% 2020A 2021A 2022UA 2023F 2024F
CONFIDENTIAL Summary income statement Note: Company fiscal year ending March 31st (1) Includes both organic and inorganic growth in the forecasted period 2023F - 2024F (2) See Appendix page 41 for a reconciliation of Net Income (Loss) to Adjusted EBITDA 39 Historical Forecast (1) 2020A 2021A 2022UA 2023F 2024F Total Revenue $72.9 $94.1 $163.4 $190.3 $252.4 Growth % 0.7% 29.1% 73.5% 16.5% 32.6% Net Revenue $19.8 $21.9 $31.6 $37.6 $50.6 Margin % 27.1% 23.3% 19.3% 19.7% 20.6% Other Income 0.6 0.8 0.5 0.1 0.1 Total SG&A 10.9 12.4 19.3 19.4 25.3 Growth % 2.5% 13.5% 55.2% 0.8% 30.1% Adjusted EBITDA (2) $9.4 $10.3 $12.8 $18.2 $25.4 Growth % 24.9% 9.3% 24.0% 43.0% 39.5% Adjusted EBITDA Margin % 12.9% 10.9% 7.8% 9.6% 10.1%
CONFIDENTIAL 2020A 2021A 2022UA Net Income (Loss) (4.6) (1.5) (0.7) Net Margin % (6.3%) (1.6%) (0.4%) Adjusted to Include: Depreciation & Amortization (1) 5.5 5.4 6.2 Interest Expense (1) 5.1 3.7 5.5 Provision for Income Taxes (0.1) 1.1 0.4 Exceptional Items (2) 3.4 1.6 1.3 Adjusted EBITDA $9.4 $10.4 $12.8 Margin % 12.9% 11.0% 7.8% Reconciliation of Net Income (Loss) to Adjusted EBITDA Note: Company fiscal year ending March 31st (1) Lease treatments are in accordance with IFRS standards and affect the P&L through depreciation on right of use assets created at the time of initiation of each lease and get debited to the P&L and interest on lease liabilities which also get debited to the P&L on a reducing balance monthly (2) Exceptional Items includes acquisition related costs, stock compensation expenses, foreign exchange loss / (gain), and credit lo ss provision on trade receivables and deposits 40
CONFIDENTIAL SME, emerging markets, & commercial investment 20CUBE'S DIGITALIZED APPROACH ENABLES CREATION OF SME TARGETED S OLUTIONS SME Supply Chain Solutions Emerging Markets & Local Capabilities Commercial Investment A Enhance and Commercialize Existing Solutions Enhance existing visibility tools, 4PL/control tower, exception management tools, and vendor/purchase order management services. These services are currently underserved in the SME market and there is market opportunity with large logistics players mainly focusing on the global MNCs B Build Holistic Service Offerings Across Hubs Strengthening hubs in key strategic locations to offer solutions such as PO management and distribution center by - pass. This will enable moving activities from high - cost to low - cost countries while optimizing supply chain costs C Analytics and Optimization Big - data capabilities will potentially enable 20Cube to offer predictive analytics to further design and optimize supply chain solutions. The Company is currently focused on finalizing initiatives shown in A and B South Asia Expand warehousing / distribution capabilities Presence in 30+ locations nationwide and growing Warehouses are anchor business for cross - sell Vendor logistics for Bangladesh & Sri Lanka the global MNCs Southeast Asia Expand warehousing / distribution capabilities Incorporate origin / vendor logistics Hubbing facility, offshore fulfillment center Explore network expansion into Vietnam, Indonesia, Philippines, and more Africa Taking advantage of the East Africa market’s demand for modern logistics grows rapidly Build - out trucking capabilities Vendor management covering Etheopia , Kenya, Uganda Commercial Sales Team Drives transactional sales focused on SME Focused on key trade - lanes and driving warehouse utilization Key Accounts Management Drives solution sales focused on medium - sized enterprises with an emphasis on visibility / control tower tool, purchase order management, and optimization of supply chains Digital Marketing Team Drives leads through social media with a focus on transactional sales Commercial Controlling and Tender Management Commercial infrastructure including tender management and commercial controlling 41
CONFIDENTIAL Operational structure 20CUBE’S CENTRALIZED BUSINESS MODEL IS COST EFFICIENT COMPARED TO COMPETITORS’ Current Competitor Structures: • Documentation and accounting related activities outsourced to low - cost countries • Head office mainly in high - cost countries • Multiple systems lead to unreliable data • Redundant structures result in higher costs • All activities and support services are based in each branch Region Region Region Region Branch Branch Branch Branch Branch Branch Branch Branch Branch Head Office Branch Branch Branch COMPETITOR PRACTICES 20CUBE 20Cube Structure: • Centralized business model • Global Operations Hub and main activities in a low - cost country • Branch offices focus on sales, customer - service, and field operations • Single source of comprehensive logistics reporting • Low cost to serve Branch Branch Branch Branch Branch Branch Branch Global Operations Hub 42
CONFIDENTIAL 10 years of industry experience and performance 2011 2012 2019 2014 2020 2013 2016 2022+ Robust operating model poised for global expansion Secured long term debt ($USD 15m) investment to accelerate revenue growth Centralized workflows Invested in IT capabilities Vertically integrated into India Enhanced customer base, Quality & Total wallet size Improved financial ratios Founded through M&A Technology - driven business model Significantly improves service quality Founding team in Singapore Strategic aggregation of multiple firms Global operations hub in Chennai Built IT and workflow tools $20M raised from Altara and Zephyr Organic and inorganic global expansion Accelerated growth through COVID Best KPIs in Company history Startup Stage Built Tech Platform and Validated Business Model in Larger Scale to Realize Desired Financial Ratios Larger Equity Raise & Global Roll - Out 43
CONFIDENTIAL Term definitions 44 20Cube Conversion Ratio Adjusted EBITDA divided by Net Revenue. This is a financial metric the company uses to measure the firm’s profitability and efficiency. Fourth - party logistics provider. This gives clients the control tower view of their supply chains, overseeing the mix of warehou ses, shipping companies, freight forwarders and agents. 4PL A “Actual” based on the Company’s audited financial statements for the fiscal year ended March 31, 2020, or 2021. Adjusted EBITDA Earnings before interest, taxes, depreciation and amortization, foreign exchange loss / gain, funding related costs, stock compensation expenses, and credit loss provision on trade receivables and deposits. This is a metric used by management as an indicator of the Company’s operating performance. Adjusted EBITDA Margin Adjusted EBITDA divided by total revenue. This is a profitability metric in comparison with revenue. API Application programming interface. CAGR Compounded annual growth rate. CCTV Closed - circuit television. This is the use of video cameras to transmit signal to a specific place, on a limited set of monitors . Competitor Conversion ratio EBITDA divided by Net Revenue. This is a financial metric the company uses to measure the firm’s profitability and efficiency . Control Tower technology A connected dashboard of data and key events across the supply chain. The company leverages their control tower to track workflows for their customers.
CONFIDENTIAL Term definitions 45 CY Calendar year. Earnings before interest, taxes, depreciation and amortization. This is a profitability metric used to measure a firm’s finan cia l performance. EBITDA EDI Electronic data interchange. This is computer - to - computer exchange of business documents in a standard electronic format between business partners. EV Enterprise value. F With respect to Company data, indicates forecasted for the stated fiscal year ended March 31. ICD Inland Container Depot. A container storage facility situated in the hinterlands, away from any major port. ITES Information technology enabled services. This includes a wide range of approaches and processes that use IT to enhance and increase an organization’s efficiency. JNPT Jawaharlal Nehru Port Trust. The largest container port in India. KPI Key performance indicators. These are measurements of key business metrics that assess the overall health of the business. MNC Multinational Corporation is a corporate organization that owns and controls the production of goods or services in at least one country other than its home country.
CONFIDENTIAL Term definitions 46 Multi - tenant & Cross - tenant Architectures Software architecture in which multiple single instances of software run on a single physical server. The server then serves mul tiple tenants. Additionally, multitenant architecture is used to enable multiple users to use a single application, for instance a dat abase. Total revenue minus total cost of transportation, warehouse contractual labor charges and equipment hire and rent cost (exclu din g depreciation and amortization, which are reported separately). Net Revenue PO Purchase order. The time at which a customer places an order. POD Proof of delivery. The time at which a customer's order has been fulfilled and delivered. ROCE Return on capital employed. This is a profitability metric used to measure a firm’s efficiency with capital. SME Small and medium - sized enterprise. SOA Applications Service - oriented - architecture application. UA Unaudited financial data for the Company’s fiscal year ended March 31, 2022, derived based on the Company’s management accounts prepared in accordance with IFRS and subject to further updates in connection with completion of an ongoing audit. Web API Website application programming interface. This is a set of definitions and protocols for building and integrating applicatio n software. YoY Year - over - year growth. This phrase is used to describe the calculation of growth in financial metrics over the prior year.
CONFIDENTIAL Summary of risks 47 Risks Related to 20Cube’s Business Environment and Competition The risks presented below are certain of the general risks relating to the business and operations of 20Cube and will also ap ply to the business and operations of the post - business combination company (“ Pubco ”) following the completion of the Proposed Business Combination. The risks described below are not exhaustive and are based on ce rtain assumptions made by 20Cube, Evo and Pubco , which later may prove to be incorrect or incomplete. The list below is qualified in its entirety by disclosures contained in future filings by 20Cube, i ts affiliates, and third parties, including Evo and Pubco , with the United States Securities and Exchange Commission (“SEC”). These risks speak only as of the date of this presentation, and neither 20Cube, Evo, nor Pubco undertakes any obligation to update the disclosures contained herein. The risks highlighted in future filings with the SEC may differ significantly from and will be more extensive than those presented belo w. Additional risks relating to 20Cube and Pubco in connection with and following the consummation of the Proposed Business Combination are described above under “Forward - Looking Statements” and elsewhere under “Di sclaimer.” In making any investment decision, you should rely solely upon independent investigations made by you. You acknowledge that you are not relying upon, and have not relied upon, any st ate ment, representation or warranty made by any person, firm or corporation, other than the statements, representations, and warranties explicitly contained in any subscription agreement you enter into in connection with the contemplated investment. You acknowledge that you have such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of an inv est ment in 20Cube and Pubco and you have sought such accounting, legal, and tax advice as you have considered necessary to make an informed investment decision. 20Cube faces substantial industry competition as the global logistics services industry is intensely competitive. 20Cube’s dependence on third parties to provide equipment and services, including truck, rail, ocean and air, and to report s hip ment status information and freight claims, may impact the delivery, quality, and price of its logistics services. Economic recessions, downturns in the business cycles of its customers, increases in the prices charged by third - party carriers, interest rate fluctuations, changes in international trade policies and other global economic factors that reduce demand for transportation services, or the ability of 20Cube’s customers to pay for those services, could have a mat erial adverse impact on 20Cube’s business. Higher carrier prices and changing fuel costs may result in decreased profit margin, if 20Cube is unable to implement adequat e p ricing arrangements. 20Cube relies on third - party service providers, including air, ocean, ground freight carriers and others, and if they have insuf ficient capacity available relative to market demand, or reduce 20Cube’s capacity allotments, it may adversely impact 20Cube’s business and operating results. The increased costs associated with technology innovations in 20Cube’s industry and 20Cube’s failure to respond adequately or in a timely manner to such technology initiatives could harm 20Cube’s competitive position and results of operations. A significant data breach or other disruption to 20Cube’s technology infrastructure, or that of its customers or third - party ser vice providers, could disrupt 20Cube’s operations and result in the loss of critical confidential information, adversely impacting its reputation, business and results of operations. 20 Cube is subject to increased risk of cyber incidents, including cyberattacks, and other communication disruptions due to its work - from - home model . 20Cube may be affected by seasonal changes in its industry, which include increased customer demand for logistics services du rin g the months leading up to Christmas and Chinese New Year (September to January), and decreased customer demand following the winter holiday season. Disruption in global trade, influenced by factors such as political instability, currency regulations, interest rate fluctuat ion s, changes and uncertainties in governmental policies, changes in domestic customs, wars, increased global concerns regarding working conditions, changes in consumers’ attitudes, and availability of credit, may adversely impa ct 20Cube’s business and operating results. 20Cube’s business and results of operations may be adversely affected by anti - trade and protectionist measures adopted by the co untries in which it does business and other global economic factors. 20Cube’s business in emerging markets generally are more susceptible to political and economic risk. Changes in consumer demand and increased regulation resulting from climate change could adversely impact 20Cube’s industry an d b usiness.
CONFIDENTIAL Summary of risks (cont.) 48 Risks Related to 20Cube’s Business Environment and Competition The transportation infrastructure continues to be a target of terrorist activities, which may result in increased security co sts and slower service in the transportation and logistics industry in which 20Cube operates. Unfavorable market conditions arising from the COVID - 19 pandemic, including transportation delays and labor and equipment shorta ges, [have and] could [continue to] adversely impact 20Cube’s business, prospects, financial condition, and operating results. 20Cube may be unable to identify or complete suitable acquisitions and investments and, if completed, will be subject to inte gra tion risks. 20Cube relies heavily upon the technologies used in its core business, such as MyHub , and failure to properly manage such technologies could lead to disruptions in its operations or ability to remain competiti ve. If competitors are able to replicate 20 Cube’s technology through artificial intelligence or otherwise, 20 Cube’s competitive position would be harmed . 20 Cube’s business strategy contemplates successful implementation of certain cost and revenue initiatives, including creating certain pricing analytic tools and expanding its service offerings, which may increase costs . 20 Cube’s failure to maintain and enhance its information technology networks that supports its service offerings could result in increased costs, customer dissatisfaction, and reputational harm . 20 Cube faces risks associated with storing customer goods in its managed warehouses, including claims and expenses resulting from improperly handling and safeguarding such goods . 20 Cube faces risks due to its reliance on continued government provision and maintenance of public infrastructure . 20 Cube’s lack of business diversification may subject it to negative economic, competitive and regulatory developments . 20 Cube’s property and casualty losses may exceed its insurance coverage and/or the cost of adequate insurance may be cost prohibitive . 20 Cube’s failure to retain or attract employee talent or to maintain its company culture, as well as increases in employment - related costs, including frequent or significant employee turnover, which may be more pronounced in the information technology sector in India where 20 Cube conducts business, could adversely impact its business and results of operations . 20 Cube’s business may be materially adversely affected by labor disputes and changes in labor laws . 20 Cube relies on permits and licenses to conduct its business and revocation of such permits and licenses or rejection of applications for new permits or licenses can negatively impact its business . Any disruption of its business caused by a catastrophic event, including a mass internet outage, could harm 20 Cube’s ability to conduct normal business operations and impact its operating results . Negative publicity relating to 20 Cube’s substantial shareholders, key personnel or the company, generally, could harm 20 Cube’s brand and reputation . 20 Cube’s business and valuation may suffer as a result of increased costs associated with being a public company . 20 Cube is subject to customer credit risks that could adversely affect its operating results and financial condition . 20 Cube relies on relatively few customers for a significant portion of its business . 20 Cube’s failure to manage its rapid growth and organization change, could harm its business and results of operation . 20 Cube’s leverage and indebtedness could adversely affect its financial condition, ability to raise additional capital to fund operations, ability to operate the business, ability to react to changes in the economy or the logistics industry, ability to divert cash flow from operations for debt payments and prevent 20 Cube from meeting outstanding debt obligations . 20Cube’s credit agreement imposes significant operating and financial restrictions, which may prevent 20Cube from capitalizin g o n business opportunities. 20Cube may require additional capital to support the growth of its business, and this capital might not be available on accep tab le terms, if at all. 20Cube is exposed to fluctuations in currency exchange rates and interest rates, which could negatively affect its results of op erations and ability to invest and hold cash. 20Cube is exposed to unique risks associated with its operations in India, including political instability, potential power c ris es, significant increasing real estate prices, and potential increases in information technology resources, any of which could have a material adverse impact on its business and operations.
CONFIDENTIAL Summary of risks (cont.) 49 Risks Related to Government Regulation, Legal Liability, and Taxation 20Cube is subject to a complex regulatory environment, and its failure to comply with and adapt to such regulations could res ult in penalties or otherwise adversely impact the business. 20Cube’s contracted motor carriers are subject to increasingly stringent laws and regulations protecting the environment, inc lud ing reducing risks relating to climate change, which could directly or indirectly have a material adverse effect on the business. 20Cube operates globally, including in hostile locations and in dangerous situations, and any inability to safeguard its oper ati ons or comply with anti - corruption, trade and export laws would adversely impact its reputation and business. Issues related to the intellectual property rights on which 20Cube’s business depends, whether related to 20Cube’s failure to en force its own rights or to defend against infringement claims brought by others, could have a material adverse effect on its business, financial condition and results of operations. 20Cube’s business is subject to complex and evolving international and U.S. laws and regulations regarding data protection. 20Cube is subject to taxation in multiple jurisdictions, and although 20Cube believes its tax estimates are reasonable, any a dve rse determinations in tax audits or changes in tax laws could negatively impact its financial results. General Risks Related to 20Cube The operating and financial forecasts included herein may not prove accurate. 20Cube may require additional capital in the future, and if additional capital is not available at such time as it is require d, 20Cube may have to delay, reduce or cease operations; furthermore, raising additional financing may be costly or difficult to obtain and could dilute the then - current shareholders’ ownership interests. Investigations and litigation could require management time and or incur substantial legal costs or fines, penalties or damag es, any of which could adversely impact 20Cube’s financial results. 20Cube’s business may be affected by uncertainty or changes in global or U.S. social, political or regulatory conditions. Cyber security risks, data loss or other breaches of 20Cube’s network security could materially harm 20Cube’s business and re sul ts of operations. Risks Relating to an Investment in a Singapore Corporation The post - business combination company (“ Pubco ”) is incorporated in Singapore and its shareholders may have more difficulty in protecting their interests than they would a s s hareholders of a corporation incorporated in the United States. Pubco is a Singapore company, and because the rights of shareholders under Singapore law differ from those under U.S. law, it may b e difficult to enforce any judgment obtained in the United States against Pubco or its affiliates. Pubco is subject to the laws of Singapore, which differ in certain material respects from the laws of the United States. Anti - takeover provisions under the Singapore Securities and Futures Act and the Singapore Code may delay, deter or prevent a fut ure takeover or change of control of Pubco , which could adversely affect the price of our ordinary shares. Under Singapore law, Pubco must obtain shareholder approval (i.e. 50% of the issued shares in the capital of Pubco , if voting is by way of poll), at each annual general meeting in order to allow Pubco to issue new shares, which could impact Pubco’s ability to raise capital or consummate acquisitions. Any issuance of new Pubco ordinary shares would dilute the percentage ownership of existing shareholders and could adversely impact the market price of the Pubco ordinary shares.
CONFIDENTIAL Risks Related to Pubco and the Proposed Business Combination Since Evo and 20Cube’s directors, officers and advisors have interests that are different, or in addition to (and which may c onf lict with) Pubco’s shareholders generally, a conflict of interest may have existed in determining whether the Proposed Business Combination is appropriate as the initial business combination. The announcement of the Proposed Business Combination could disrupt 20Cube’s relationships with its clients, counterparties, ven dors and other business partners and others, as well as its operating results and business generally. Pubco’s ability to be successful following the Proposed Business Combination will depend upon the efforts of Pubco’s board of directors and its key personnel and the loss of such persons could negatively impact the operations and profitability of Pubco and/or its business following the Proposed Business Combination. Past performance by 20Cube, including its management team and affiliates, may not be indicative of future performance of Pubco . Each of 20Cube and Evo expects to incur significant transaction costs in connection with the Proposed Business Combination, w hic h will reduce the amount of cash available to be used for corporate purposes by 20Cube and Pubco . 20Cube has granted in the past, and Pubco will also grant in the future, share incentives, which may result in increased share - based compensation expenses. As a public company, 20Cube will become subject to additional laws, regulations and stock exchange listing standards, which w ill impose additional costs and may strain resources and divert 20Cube’s management’s attention. Pubco will qualify as a foreign private issuer within the meaning of the rules under the Securities Exchange Act of 1934, as amende d, and as such Pubco is exempt from certain provisions applicable to United States domestic public companies. As a private company, 20Cube has not been required to document and test its internal controls over financial reporting, nor h as management been required to certify the effectiveness of its internal controls, and its auditors have not been required to opine on the effectiveness of its internal control over financial reporting. As such, Pubco may later identify material weaknesses in its internal control over financial reporting which could lead to errors in Pubco’s financial reporting, which could adversely affect Pubco’s business and the market price of its securities. Although Pubco will file an application to list its securities on The Nasdaq Stock Exchange, there can be no assurance that its securities w il l be so listed or, if listed, Nasdaq may delist Pubco’s securities from trading on its exchange, which could limit investors’ ability to make transactions in Pubco’s securities. The price of Pubco’s common stock may be volatile and its value may decline. A market for Pubco’s securities may not develop, which would adversely affect the liquidity and price of its securities. If securities or industry analysts do not publish research or reports about Pubco’s business, if they adversely change their recommendations regarding Pubco’s shares or if Pubco’s results of operations do not meet their expectations, Pubco’s share price and trading volume could decline. As a company incorporated in Singapore, Pubco is permitted to adopt certain home country practices in relation to corporate governance matters that differ significantly fr om corporate governance listing standards of The Nasdaq Stock Exchange applicable to domestic U.S. companies; these practices may afford less protection to shareholders than the y would enjoy if Pubco complied fully with Nasdaq corporate governance listing standards. Future changes to tax laws, including changes in corporate tax rates and the deductibility of expenses, could affect 20Cube’s fu ture profitability and financial results. Pubco may be or become a passive foreign investment company, which could result in adverse U.S. federal income tax consequences to pe rsons deemed beneficial owners of Pubco securities for U.S. federal income tax purposes, including holders of warrants. Pubco may be or become a controlled foreign corporation, which could result in adverse U.S. federal income tax consequences to pers on s owning at least 10% of Pubco securities for U.S. federal income tax purposes. Summary of risks (cont.) 50
Thank You! 51 JASON SAUSTO MANAGING DIRECTOR RICHARD CHISHOLM CEO MAHESH NIRUTTAN FOUNDER & CEO ANAND SEETHARAMAN CO - FOUNDER & CFO JEFFREY GEINITZ DIRECTOR, GLOBAL BUSINESS PROCESS Evo Acquisition Corp.
Exhibit 99.3
a Providing End - to - end Software - enabled Logistics FOR SUPPLY CHAIN ORCHESTRATION 1 November 2022
CONFIDENTIAL Disclaimer in connection with the potential financing involves a high degree of risk. Investors should carefully consider the risks and uncertainties inherent in an investment in the securities before subscribing for the securities. Please refer to a summary of such risk factors in the Appendix. The risk factors contained in the summary are not the only ones the parties face. Additional risks that the parties currently do not know about or that they currently believe to be immaterial may also impair their business, financial condition or results of operations. You should perform your own due diligence prior to making an investment in Evo and 20Cube. NO OFFER OR SOLICITATION This Presentation does not constitute an offer or invitation for the sale or purchase of securities, assets or business described herein or a commitment to the Company or Evo with respect to any of the foregoing, and this Presentation shall not form the basis of any contract. The Company and Evo expressly reserve the right, at any time and in any respect, to amend or terminate this process, to terminate discussion with any or all potential investors, to accept or reject any proposals and to negotiate with, or cease negotiations with, any party regarding a transaction involving the Company and Evo. This Presentation shall not constitute a “solicitation” as defined in Section 14 of the Securities Exchange Act of 1934, 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, This presentation (together with oral statements made in connection herewith, this “Presentation”) is provided for informational purposes only and has been prepared to assist interested parties in making their own evaluation with respect to a potential business combination between 20Cube Pte Ltd. (“20Cube” or the “Company”) and Evo Acquisition Corp. (“Evo”) and related transactions (the “Proposed Business Combination”) and for no other purpose. By accepting this Presentation, you acknowledge and agree that all of the information contained herein or disclosed orally during this Presentation is confidential, that you will not copy, reproduce, distribute, disclose or use such information for any purpose without the prior written consent of the Company other than for the purpose of your firm’s participation in the potential financing, and that you will return to 20Cube and Evo or delete or destroy this Presentation upon request. No representations or warranties, express or implied are given in, or in respect of, the accuracy or completeness of this Presentation or any other information (whether written or oral) that has been or will be provided to you. You are also being advised that the United States securities laws restrict persons with material non - public information about a company from purchasing or selling securities of such company or certain other companies, or from communicating such information to any other person under circumstances in which it is reasonably foreseeable that such person is likely to purchase or sell such securities on the basis of such information. To the fullest extent permitted by law, in no circumstances will Evo, 20Cube, B.Riley Securities, Inc. or any of their respective subsidiaries, stockholders, affiliates, representatives, 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 20Cube or the Proposed Business Combination. Viewers of this Presentation should each make their own evaluation of 20Cube and of the relevance and adequacy of the information and should make such other investigations as they deem necessary. Nothing herein should be construed as legal, financial, tax or other advice. You should consult your own advisers concerning any legal, financial, tax or other considerations concerning the opportunity described herein. The general explanations included in this Presentation cannot address, and are not intended to address, your specific investment objectives, financial situations or financial needs. Evo and 20Cube have executed a business combination agreement (“BCA”) with respect to the Proposed Business Combination. The Proposed Business Combination is subject to, among other things, the approval by Evo’s stockholders, satisfaction of the conditions stated in the BCA and other customary closing conditions. Accordingly, there can be no assurance that the Proposed Business Combination will be consummated. Investing in the securities to be issued 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. Any offering of securities (the “Securities”) as contemplated in connection with this presentation will not be registered under the Securities Act of 1933, as amended (the “Securities Act”), and will be offered as a private placement to a limited number of institutional “accredited investors” as defined in Rule 501(a)(1), (2), (3) or (7) under the Act and “Institutional Accounts” as defined in FINRA Rule 4512(c). Accordingly, the Securities must continue to be held unless a subsequent disposition is exempt from the registration requirements of the Securities Act. Investors should consult with their counsel as to the applicable requirements for a purchaser to avail itself of any exemption under the Securities Act. The transfer of the Securities may also be subject to conditions set forth in an agreement under which they are to be issued. Investors should be aware that they may be required to bear the financial risk of their investment for an indefinite period of time. Neither 20Cube nor Evo is making an offer of the Securities in any state or other jurisdiction where the offer is not permitted. NEITHER THE U.S. SECURITIES AND EXCHANGE COMMISSION (“SEC”) NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THE SECURITIES OR DETERMINED IF THIS PRESENTATION IS TRUTHFUL OR COMPLETE. 2
CONFIDENTIAL Disclaimer the rollout of 20Cube’s business and the timing of expected business milestones; the effects of competition on 20Cube’s business; the amount of redemption requests made by Evo’s public stockholders; the ability of Evo or the combined company to issue equity or equity - linked securities in connection with the Proposed Business Combination or in the future; and those factors discussed in Evo’s Annual Report on Form 10 - K filed with the SEC on March 28, 2022 under the heading “Risk Factors” and other documents of Evo or Pubco filed, or to be filed, with the SEC. You should also carefully consider the risks and uncertainties described in the “Risk Factors” section of the proxy statement/prospectus on Form F - 4 relating to the Proposed Business Combination, which is expected to be filed with the SEC, and other documents filed from time to time with the SEC, as well as the summary of risk factors in the Appendix. These filings identify and address other important risks and uncertainties that could cause actual events and results to diverge materially from those contained in the forward - looking statements. If any of these risks materialize or Evo’s or 20Cube’s assumptions prove incorrect, actual results could differ materially from the results implied by these forward - looking statements. There may be additional risks that neither Evo nor 20Cube presently know or that Evo and 20Cube currently believe are immaterial that could also cause actual results to differ from those contained in the forward - looking statements. If the Proposed Business Combination is pursued, 20Cube Logistics Solutions Pte. Ltd (“ Pubco ”) will be. required to file registration statement on Form F - 4 relating to the Proposed Business Combination, Evo will be required to file a proxy statement, and the parties will be required to file other relevant documents with the SEC. You are urged to read the proxy statement/prospectus and any other relevant documents filed with the SEC when they become available because, among other things, they will contain updates to the financial, industry and other information herein as well as important information about Evo, the Company and the Proposed Business Combination. FORWARD - LOOKING STATEMENTS All statements other than statements of historical facts contained in this Presentation are forward - looking statements. Forward - looking statements may generally be identified by the use of words such as “believe,” “may,” “will,” “estimate,” “continue,” “anticipate,” “intend,” “expect,” “should,” “would,” “plan,” “project,” “forecast,” “predict,” “potential,” “seem,” “seek,” “future,” “outlook,” “target” or other similar expressions that predict or indicate future events or trends or that are not statements of historical matters. These forward - looking statements include, but are not limited to, statements regarding estimates and forecasts of other financial and performance metrics and projections of market opportunity and market share. In addition, statements contained in this Presentation related to the product and service features, characteristics and performance of 20Cube's products and services are forward - looking statements. These statements are based on management’s current estimations and analysis, are subject to various assumptions, whether or not identified in this Presentation, reflect the current expectations of 20Cube’s management as of the date of this Presentation and are not predictions of actual product features, characteristics or performance. These forward - looking statements are provided for illustrative purposes only and are not intended to serve as and must not be relied on by any investor as, a guarantee, an assurance, a prediction or a definitive statement of fact or probability. Actual events and circumstances are difficult or impossible to predict and may differ from assumptions and such differences may be material. Many actual events and circumstances are beyond the control of 20Cube and Evo. These forward - looking statements are subject to a number of risks and uncertainties, including changes in domestic and foreign business, market, financial, political and legal conditions; the inability of the parties to successfully or timely consummate the Proposed Business Combination, including the risk that any required regulatory approvals are not obtained, are delayed or are subject to unanticipated conditions that could adversely affect the combined company or the expected benefits of the Proposed Business Combination or that the approval of the stockholders of Evo or the shareholders of 20Cube is not obtained; failure to realize the anticipated benefits of the Proposed Business Combination; risks relating to the uncertainty of the projected financial information with respect to 20Cube; risks related to 3 In addition, forward - looking statements reflect 20Cube’s expectations, plans or forecasts of future events and views as of the date of this Presentation. Evo and 20Cube anticipate that subsequent events and developments will cause Evo’s and 20Cube’s assessments to change. It is not possible to predict all risks, nor assess the impact of all factors on the Company’s business or the extent to which any factor, or combination of factors, may cause the Company’s actual results, performance or financial condition to be materially different from the expectations of future results, performance or financial condition. In addition, the analyses of the Company and Evo contained herein are not, and do not purport to be, appraisals or the securities, assets or business of the Company, Evo or any other entity. While Evo and 20Cube may elect to update these forward - looking statements at some point in the future, Evo and 20Cube specifically disclaim any obligation to do so. These forward - looking statements should not be relied upon as representing Evo’s and 20Cube’s assessments as of any date subsequent to the date of this Presentation. Accordingly, undue reliance should not be placed upon the forward - looking statements. USE OF PROJECTIONS The projections, estimates and targets in this Presentation are forward - looking statements that are based on assumptions that are inherently subject to significant uncertainties and contingences, many of which are beyond 20Cube’s and Evo’s control. 20Cube’s and Evo’s independent auditors did not audit, review, compile or perform any procedures
CONFIDENTIAL Disclaimer with respect to such projections, estimates, or targets for the purpose of their inclusion in this Presentation, and accordingly, such auditors neither expressed an opinion nor provided any other form of assurance with respect thereto for the purpose of this Presentation. While all protections, estimates, and targets are necessarily speculative, 20Cube believes that the preparation of prospective financial information involves increasingly higher levels of uncertainty the further out the projection, estimate, or target extends from the date of preparation. The assumptions and estimates underlying projected, expected, or targeted results are inherently uncertain and are subject to a wide variety of risks and uncertainties, including but not limited to those mentioned in the immediately preceding paragraph, that could cause actual results to differ materially from those contained in such projections, estimates, and targets. The inclusion of projections, estimates, and targets in this Presentation should not be regarded as an indication that 20Cube, Evo, or their respective representatives considered or consider such financial projections, estimates, and targets to be a reliable prediction of future events. See Forward - looking Statements” above. FINANCIAL INFORMATION; NON - IFRS FINANCIAL MEASURES The historical financial data included in this Presentation has been derived based on the Company’s audited financial statements for the fiscal years ended March 31, 2020 and 2021, which were prepared in accordance with International Financial 4 Reporting Standards, or IFRS. The historical financial data included in this Presentation for the Company’s fiscal year ended March 31, 2022, has been derived based on the Company’s management accounts prepared in accordance with IFRS and is subject to an ongoing audit completion and is subject to further review and updates. Financial information and data contained in this Presentation does not conform to Regulation S - X under the Securities Act. Such information and data may not be included in, may be adjusted in or may be presented differently in any proxy statement/prospectus or registration statement to be filed by Pubco with the SEC, and such differences may be material. In particular, all 20Cube and combined company projected financial information included herein is preliminary and is subject to risks and uncertainties. Any variation in 20Cube’s or the combined company’s actual results and the projected financial information included herein may be material. This Presentation also includes references to non - IFRS financial measures. Such non - IFRS measures should be considered only as supplemental to, and not as superior to, financial measures prepared in accordance with IFRS. 20Cube and Evo believe that the use of these Non - IFRS Financial measures provide an additional tool for investors to use in evaluating historical or projected operating results and trends in and in comparing 20Cube’s financial measures with other similar companies, many of which may present similar non - IFRS financial measures to investors. Management does not consider these non - IFRS measures in isolation or as an alternative to financial measures determined in accordance with IFRS. The principal limitation of these non - IFRS financial measures is that they reflect the exercise of judgments by management about which expense and revenue items are excluded or included in determining these non - IFRS financial measures. In order to compensate for these limitations, management presents historical non - IFRS financial measures in connection with IFRS results in the Appendix. However, not all of the information necessary for a quantitative reconciliation of the forward - looking non - IFRS financial measures to the most directly comparable IFRS financial measures is available without unreasonable efforts at this time. See the Appendix for an explanation of how the Company calculates Adjusted EBITDA and certain other financial measures.
CONFIDENTIAL Evo Acquisition Corp. MICHAEL LERCH Chairman 25+ years investment experience specializing in capital markets and structured finance Chief Investment Officer of Evolution Capital Management (ECM) Director of various private funds and investment vehicles Prior to founding ECM, he spent nearly a decade working for global investment banks in senior management and trading positions RICHARD CHISHOLM CEO & Director Director of various private funds and investment vehicles managed by Evolution Capital Management (ECM) Spearheaded Evolution’s private equity transactions Prior to joining ECM, he spent nearly a decade working as “outside counsel” to investment funds and private and public companies both domestically and in Asia with law firms such as Latham & Watkins and The Venture Law Group ADRIAN BRINDLE CFO Served as part of the senior management team of Evolution since May 2004 Adrian oversees the finance and operations groups around the world and serves as a director of two Evolution entities in Japan, Evolution Asset Management Co. Ltd. and Evolution Japan Securities Co. Ltd. Prior to joining Evolution, he spent thirteen years in Japan, where he held senior management positions with JPMorgan Chase, C.I.B.C. and T.D. Group JASON SAUSTO Managing Director Co - founder of Booking.com Previous Board Member of Tokyo Stock Exchange traded Pioneer & Onkyo Japan 16 years working experience across China, Japan and S.E. Asia Owned $150m Revenues Consumer Goods distribution company in the Americas EVOLUTION BRINGS A FULL SUITE OF INVESTMENT EXPERTISE Evolution Financial Group – Integrated suite of financial services including trading, investment banking, and debt servicing. Founded in 2002 by Michael Lerch Evolution Capital Management – U.S. based investment manager founded in 2002 Evolution Japan Securities Co. Ltd . – Japan based brokerage service provider founded in 1998 and acquired by Evolution Financial Group in 2013 Focused on investing in a broad - spectrum of industries specifically in Asia 70 PIPE transactions completed since 2015 #1 by number of PIPE deals completed in Japan in 2020 (1) 5 Evolution Japan Asset Management Co. Ltd . – Japan based investment advisor founded in 2008 and acquired by Evolution Financial Group in 2013 Evo Capital Management Asia Ltd . – Hong Kong based investment advisor founded in 2007 (1) I - N Information Systems
CONFIDENTIAL 20Cube Opportunity – Investment Highlights UNIQUE INVESTMENT OPPORTUNITY IN A FAST - GROWING, PROVEN, TECH - ENABLED LOGISTICS PLAYER End - to - end solution through state - of - the - art technology Highly topical and growth - oriented market Experienced, tech - focused management team with deep industry knowledge in M&A and long - tenured business partnerships Profitable, scalable, innovative, capital - efficient business model Accelerated revenue growth through COVID (74% FY21A - FY22UA) and expecting between 16% - 33% YoY revenue growth through FY24 Repeat business from large global and regional customers 6
7 20Cube Corporate Video – Please Click on the Image to Play
CONFIDENTIAL Company and SPAC presenters 8 RICHARD CHISHOLM CEO & Director JASON SAUSTO MANAGING DIRECTOR JEFFREY GEINITZ DIRECTOR, GLOBAL BUSINESS PROCESS Evo Acquisition Corp. Evo Acquisition Corp. MAHESH NIRUTTAN FOUNDER & CEO ANAND SEETHARAMAN CO - FOUNDER & CFO
CONFIDENTIAL 20Cube at a glance (1) • Software - enabled international supply chain orchestrator from purchase order (PO) to point of delivery (POD) • Technology driven, proven proprietary system • Healthy Adjusted EBITDA margins • Profitable and growing • Industry veterans from top supply chain / logistics companies • Key presence in Asia, Australia and East Africa • Large addressable market - $653bn as of 2021 (3) 10 - YEAR TRACK RECORD OF PERFORMANCE OVERVIEW (1) All operational metrics of the Company included in this slide are as of the Company’s fiscal year ended March 31, 2022UA (2) Includes offices and warehouses (3) Includes global freight forwarding and global warehousing and storage markets; Sources: 20Cube management estimates based on Ti Research and IMARC Group data points from 2021 reports SELECTED CUSTOMERS 9 $163m FY2022 Total Revenue 74% FY2022 Revenue Growth 8% FY2022 Adjusted EBITDA Margin 600+ Employees 34% 2022 ROCE 5,400+ Web API’s 60+ Locations (2) ERICSSON B/S/H/ BMW VOLTAS MITSUBISHI ELECTRIC EXXON SPOTLIGHT ASIANPAINTS ORICA IKEA KIA MOTORS GLENCORE
CONFIDENTIAL Established player in key markets 60+ Physical Locations Globally (1) Secondary Operations Hub (Coimbatore & Kuala Lumpur) Global Operations Hub (Chennai) 20Cube Office Operations / Business Reach 10 (1) Includes additional offices and warehouses
CONFIDENTIAL 20Cube addresses a large, mission critical market Sources: 20Cube management estimates based on Ti Research and IMARC Group data points (1) 2021 based on IMARC Group 2021 report. 2022 - 2025 represent management estimates based on CAGR of 4.7% as forecasted in IMARC Gro up 2021 report (2) Includes global freight forwarding and global warehousing and storage market data from Ti Research and IMARC Group 2021 reports (3) 2021 represents management estimate based on IMARC Group 2021 report and Statista April 2022 report. 2022 - 2025 represent managem ent estimates based on an estimated combined CAGR of 4.2% 11 TOTAL LOGISTICS MARKET SIZE (1) ($USD trillions) ADDRESSABLE GLOBAL LOGISTICS MARKET (2)(3) ($USD billions) $4.9 $5.2 $5.4 $5.6 2021A 2022E 2023E 2024E $653 $680 $708 $738 2021A 2022E 2023E 2024E
CONFIDENTIAL Managing logistics is a complex operation WITH UP TO 30+ STAKEHOLDERS INVOLVED IN THE SUPPLY CHAIN Shipment status often unclear “I think one of the biggest challenges is just that, we’ve had two and a half years of constant uncertainty and supply chain issues and disruptions” – IHS Markit (3) Common exceptions cause major slowdowns “From transportation capacity and labor constraints to changing order profiles and more frequent disruptive events, maintaining predictable and cost - effective material flows has never been more complex or challenging” – DHL Supply Chain (2) Legacy document management “Machinery, hardware and software are all looked at in a different light today. The supply chain was built on legacy technologies that previously lacked the ability to interact with other, newer technologies. But now, visibility is key” – SDC Supply & Demand Chain Executive (5) Inefficient operating models “Alibaba knew that they needed a platform that could allow for infinite scale,” she said. “What we always saw as the necessary piece of the logistics environment is the ability for international freight to be able to come on and see the options, then just click and book and concentrate on your business and not on the freight” – Freightos Marketplace CEO (1) Poor visibility into the supply chain “Today, there is a great spotlight on visibility, with companies valuing data in location tracking, stock levels, transportation time, capacity and more” – SDC Supply & Demand Chain Executive (5) Error prone, often delayed, payment cycles “A lot of small/medium - sized enterprises scramble with last - minute orders, changing dates, shipping modes — all kinds of criteria and they expect the same rate quote I gave them one or two months ago. But quotes don't necessarily hold. So, they end up squeezed between the going rate and what they quoted their client. And that can eat directly into their profit” – Apex Logistics Business Development Manager (4) 12 (1) Journal of Commerce: Small shippers flocking to freight marketplaces during COVID - 19; September 17, 2020 (2) Logistics Management: Unlocking the value of supply chain integration; April 25, 2022 (3) Governing: Industries prep for supply chain impacts from Russian Sanctions; February 28, 2022 (4) Supply Chain Dive: Speaking volumes – What freight forwarders hear from small/medium - sized enterprises; March 7, 2022 (5) SDC Supply and Demand Chain Executive: Top trends in supply chain management 2022; March 3, 2022
a A modern logistics solution is needed for today’s economy
CONFIDENTIAL We provide an integrated, end - to - end workflow solution Service Capabilities Legacy, Non - Digital Freight Forwarders & Carrier Logistics Digital Freight Forwarders Digital Carrier Logistics Legacy Freight Forwarder & Carrier Logistics Companies New Age Digital Freight Forwarders New Age Digital Carrier Logistics Vendor (PO) Transportation Warehousing & origin work Customs Carrier Customs Warehousing & destination work Secondary Transportation Receiver (POD) Sources: 20Cube management estimates of competitor offerings and https://www.dsv.com/, https://us.kuehne - nagel.com/, https://www.expeditors.com/, https://www.chrobinson.com/en - us/, https://www.flexport.com/, https://forto.com/en/, https://www.freightos.com/, https://transfix.io/, https://convoy.com/, https://www.cogoport.com/ 14
CONFIDENTIAL …through collaborative, real - time logistics API and EDI AUTO CAPTURE Email, Excel Interface Document Scanning ALTERNATE CAPTURE Order to Supplier Pickup Transportation Carrier Warehousing & Destination work Customs Clearance Destination Secondary Transportation Receiver - Delivery Customs Clearance Origin Warehousing & Origin Work Customer Collaborative Workflow Control Tower 15 Visibility Exception management Cost savings Tech - enabled automation BENEFITS TO CUSTOMERS
CONFIDENTIAL 20Cube’ developed software platform drives our advantage Single window data visibility Data integration & document management Exception management Macro enabled templates Consolidated inventory visibility KPI enabled workflows and monitoring CCTV live view of operations from anywhere Value added information to help save cost such as inventory age/near expiry inventory Centralized & customized management Visibility – track & trace capabilities Exception management & approvals Reports & analytics Live customer dashboard Online vehicle track and trace Automated report generation Driver Application FORWARDING HUB GLOBAL TRADE HUB WAREHOUSING HUB DISTRIBUTION HUB 3 rd Generation 20Cube Framework 70+ in - house software engineers Supports multi - tenant & cross - tenant architectures Scalable horizontally & vertically Designed as SOA application and platform - as - a - service (microservices enabled) Designed using Microsoft’s .NET framework stack 16 5,400+ Web API’s
CONFIDENTIAL Web / Mobile Application Email Interface EDI Data feed ITES Remote Centralization API Gateway Robotics Process Automation 17 Multi - channel data exchange PROMPT, CONSISTENT & COST - EFFECTIVE DATA EXCHANGE THAT ENSURES DATA QUALITY AT SOURCE ADVANTAGES 3 RD PARTIES Mobile Apps & Email Alerts encourage 3 rd Party data capture at source without needing full system access and minimal on - boarding 1 PLATFORM MyHub can be used to facilitate trade via a SaaS model where 20Cube acts as a 4th Party logistics information provider (4PL) 2 EMERGING MARKETS MyHub’s ability to facilitate data capture in emerging markets is a key advantage, either with technology or via our IT Enabled Services Team in India 3
CONFIDENTIAL 20Cube is our customers’ single source for comprehensive logistics reporting 18
CONFIDENTIAL And Workflows also deliver data quality and process efficiency 19 • With Control Tower technology underpinning every service offering, we can measure the KPI’s and can improve the performance. • Each task can be individually configured for data validation, document uploads or other requirements to suit product, customer, regulatory or geographical needs. Inbox – My Tasks User Dashboard
CONFIDENTIAL The technology doesn’t stop there… 20 • System generated emails with embedded web links encourage and enable 3rd parties to access MyHub without needing a login and with minimal training outside of the email received. • Token authentication is used to provide restricted access and to simplify the user experience, making it easier for the casual user to perform the required function. • This solution is also useful where exception management is in place, to alert the customer of items in MyHub requiring their attention and providing single click system access.
CONFIDENTIAL All the way through to the last mile 21 Signature & Document Upload Document Upload Selected Uploading the Picture
CONFIDENTIAL An extensive, growing customer (1) base 664+ Total Customers (2) $34.6m New customer revenue (4) 22 (1) "Customers" include only those customers whose dollar transaction value with the Company in a single fiscal year exceeds $15, 000 (2) Total Customers as of April 2022 (3) Customer base growth refers to increase in the number of customers between FY2021A and FY2022UA (4) New customer revenue refers to revenue generated from new customers in FY2022UA 53% Customer base growth FY2021A vs. FY2022UA (3) BATA BMW SHIMANO WORLD HEALTH ORGANIZATION WARNER BROTHERS SPOTLIGHT VOLTAS CATERPILLAR AQUAPHARM MOTHERSON MITSUBISHI ELECTRIC CITY BEACH TAKATA MATRIX POLYMERS HENKEL HYPERMART BRANDIX BAKER HUGHES KIA MOTORS HITACHI B/S/H/ VIDA ASIANPAINTS CAREL CORE SUPPLY GROUP RDO EQUIPMENT BELDEN DIVERSEY STAHL ERICSSON ARISE SOLAR CYIENT BLUE STAR CTM PRINCESS POLLY IMPERIAL BRANDS GLENCORE NUTRIEN AG SOLUTIONS RUSSELL ATHLETIC EXXON TOTALENERGIES IKEA ORICA NANOSONICS CUMMINS
CONFIDENTIAL Investment in digital approach to sales and value realization 23 Digital reach and search engine optimization Targets have a high correlation with digital marketing success Cost - Plus Value based pricing • Leads to transactional or short - term contracts • Priced to suit the steps in the PO to POD space and the value creation • The pricing models can vary from a basic cost - plus model to a solution level pricing Lead Generation 22% Revenue growth generated from new customers in FY22UA Google, LinkedIn, other digital Ad campaigns & Referrals Value Realization A SMARTER WAY TO REACH “SWEET SPOT” CUSTOMERS FASTER AND MORE DIRECTLY
CONFIDENTIAL And success in cross - selling service lines, creating stickiness CUSTOMERS % OF FY22UA REVENUE & TENURE SERVICES OFFERED Customs Brokerage International Freight Warehousing Distribution Solutions 3.8% 10+ Years 4 AU Custom Clearance Mar’14 2 India Subcon - AU Jan’14 1 10K Warehouse in Malaysia Mar’13 6 Malaysia Stores Delivery Dec’15 3 POMS / Exception Feb’14 7 7DC - Depot - Store Delivery Oct’18 5 150K WH Pick & Pack Jun’15 1.8% 5+ Years 4 DG Clearance May’19 2 Ammonium Nitrate Exports May’20 1 ITES Services May’18 3 Visibility, Documents, Solutions Jun’18 5 Sodium Cyanide and Preferred DG Jan’21 2.2% 5+ Years 4 IN Custom Clearance +On Carriage Jan’20 1 35K Overflow WH in BOM Jan’18 3 10K Bikes Hour Delivery Aug’18 2 70K Overflow BOM Jul’18 4 Last Mile Delivery Jan’20 4 300K Warehouse Pune Jan’20 1.0% 9+ Years 1 20K Warehouse BOM Nov’14 5 Mumbai Delivery Sep’21 2 Fully Integrated with SAP – Apr’15 3 300K Warehouse Oct’19 4 Customer Portal, and Alerts 6 30K Warehouse in Gowhati Jan’22 0.3% 8+ months 1 Kokata Aug’21 Bhuaneswar Aug’21 1 Kokata Delivery Aug’21 Bhuaneswar Delivery Aug’21 24 SPOTLIGHT ORICA BMW B/S/H/ EXXON
CONFIDENTIAL Spotlight – Large retailer in Australia, direct delivery to store CASE STUDY Requirements / Challenges $10.7m Reduction in Total Supply Chain Cost Direct to store deliveries for goods and origin pick and pack operations Required innovative solutions to reduce shipment lead time and cost reduction in haulage at Australia Required a fully integrated supply chain visibility from supplier (source) till delivery (store) SOLUTIONS Warehouse 150K Sqft - Pick and Pack – Offshore warehousing solutions in Port Kelang, Malaysia EDI / API Integrated their SAP – Order to Delivery Digital Purchase Order Management Solution: Implemented online MyHub purchase order management solutions with exception management Freight Forwarding and customs clearance services on the required tradelines to Australia and Malaysia 1 2 3 1 2 3 4 25
CONFIDENTIAL BMW – KPI - driven, PAN India distribution center CASE STUDY Requirements / Challenges Expertise in spare part inventory management and visibility Operational efficiency and accurate productivity mapping and KPI tracking to improve lead time SOLUTIONS JAN 2018 Supported BMW with overflow warehousing facilities with short notice MAY 2019 20Cube offered alternate options for customs clearance at ICD instead of JNPT port JAN 2020 Improvements on packaging, and productivity benchmarking resulted in earned performance bonus of ~$60K in FY2022 JAN 2020 Integrated solutions of customs clearance, on - carriage, warehousing and transportation to the last mile 1 2 1 2 3 4 26 2021 Quality Award Best Distribution Center in Region (1) (1) Awarded by BMW Group in Excellence in Quality Management Category for 20Cube’s Regional Distribution Center in Pune, India
CONFIDENTIAL ExxonMobil – Ecommerce - like last mile experience CASE STUDY Requirements / Challenges Fully integrated with customer SAP (Inbound, Inventory and Sale Order) Required to have an Amazon delivery experience on B2B, with direct visibility to their stores on the live tracking dashboards 1 2 27 99% On Time Requested Delivery Date KPI (1) SOLUTIONS EDI / API 12 API integrations messages with the customers ERP - SAP Hana System Barcode Fully 2D driven warehouse operations + transporters compliance with the live tracking on mobile Dashboard Live CCTV view + live monitoring dashboard visibility for every exceptions Store ECom - like order to delivery with e - proof of delivery and event alert solution to help customer to give his customer a superior buying experience bringing customer stickiness 1 2 3 4 (1) Represents percentage of compliance with customer requested delivery date for November 2021 – January 2022
CONFIDENTIAL Opportunity for rapid scale - up leveraging operational efficiencies SCALE Driving Growth (“Seeds to Plantation”) Expand customer base for the 6 types of solutions offered Expand share of wallet for existing foot in door Trade Lane Growth Expand existing trade lanes Expand into new trade lanes ENHANCE SME Supply Chain Solutions Enhance and commercialize existing solutions into emerged market SMEs Building holistic service offerings across hubs to optimize customer supply chains Emerging Markets & Local Capabilities Tap capabilities into other emerging markets Gain additional market share Commercial Investment in Team Productize solution business Expand trade lanes, industry vertical sales, build tender management team and strengthen digital marketing team Inorganic Growth Complete strategic acquisitions across various regions Capture synergized profitability through transition to 20Cube platform INVEST 28
CONFIDENTIAL Goal of highly accretive M&A IDENTIFYING ACQUISITION PIPELINE TO ACCELERATE FUTURE GROWTH APPROACH Entice smaller targets with the opportunity to join a global network with equity consideration Grow trade lane depth in existing geographies Accelerate geographic expansion Operational and cost efficiencies drive Adjusted EBITDA growth 1 2 3 4 TARGET CRITERIA $20m - $100m in annual revenue Easily convertible to the 20Cube MyHub + platform Complimentary customer mix and industry verticals Geographic synergies with existing business POTENTIAL ACQUISITION PIPELINE GEOGRAPHY POTENTIAL PIPELINE RATIONALE North America & Australia 4 Build North American & Australia presence and broaden network Europe 5 Build European presence and broaden network Other 13 Build emerging market presence. Roll - up 20Cube agent network CURRENT IDENTIFIED POTENTIAL TARGETS REPRESENT SIGNIFICANT REVENUE OPPORTUNITY 29
CONFIDENTIAL Experienced, public - ready team with deep industry knowledge 30 20 years of experience in senior technology positions in the logistics industry Previously served at Agility's Captive Unit / Agility E - Services, with 200+ developers Worked as a client engagement head with various IT service providers like Infosys, Foursoft , Infor, and Oracle Completed his Masters in Computers in Bharathidasan University JOHNPAUL SALETH VP, Technology Over 15 years of experience in shipping, logistics and process management Pioneered setting up centralized services for logistics in Tier - 2 cities Previously served at Agility Logistics India, P&O Nedlloyd IT services, as Senior Process Manager and Team Leader VELMANI THANIGAI Head of Global Operations Hub Over 10 years of experience in FP&A for complex restructuring, expansions, large scale business transformations and business advisory roles Provides strategic consultation and guidance on financial and contractual matters Chartered Accountant and Cost Accountant and holds a post graduate certificate in Business Management from XLRI, Jamshedpur HARESH BALASUBRAMANIAN Group Financial Controller Over 33 years of leadership experience building high performing teams Previously served in Agility Logistics and various companies of Godrej Group Chartered Accountant and Cost Accountant and completed executive program in Human Resources from the University of Michigan and a Management Development Program from the Indian Institute of Management ANAND SEETHARAMAN Co - Founder, CFO Over 35 years of experience logistics, strategic planning, shipping line management, and finance Previously served at Hayley’s Group of Companies and Agility Logistics as a successful executive Holds a fellow membership with The Chartered Institute of Management Accountants in the UK and holds an MBA from the University of Sri Jayewardenepura MAHESH NIRUTTAN Founder & CEO Over 20 years of experience in the logistics industry and serves as Chief functional architect of 20Cube’s MyHub software platform Previously served at OBM International Trade Services (Acquired by 20Cube in 2011), Universal Group and HP Australia International project management, M&A integration, and digital supply chain solutions expertise International Business graduate from the Queensland University of Technology JEFFREY GEINITZ Director, Global Business Process Over 30 years of experience in the freight forwarding and distribution industry Instrumental in assisting companies with delivering products globally through supply chain solutions, ensuring cross border requirements are seamlessly met. Held numerous roles in the industry including President of Customs Brokers And Forwarders Council Of Australia (CBFCA) Queensland JOHN MCNALLY CEO, Australia
CONFIDENTIAL Financial summary and forecast RAPIDLY GROWING REVENUE AND HEALTHY CONVERSION RATIOS EXPECTED T O RESULT IN ACCELERATED ADJUSTED EBITDA GROWTH $73 $94 $163 $190 $252 2020A 2021A 2022UA 2023F 2024F REVENUE GROWTH ($USD millions FY ending March 31 st ) 31 ADJUSTED EBITDA GROWTH ($USD millions FY ending March 31 st ) $9 $10 $13 $18 $25 2020A 2021A 2022UA 2023F 2024F
CONFIDENTIAL Operational metrics INCREASING RETURN ON CAPITAL EMPLOYED AND IMPROVING CONVERSION RATIOS 32 CONVERSION RATIO (2) INCREASING RETURN ON AVERAGE CAPITAL EMPLOYED (1) (1) Return on Average Capital Employed (ROACE) calculated as EBIT divided by Average Capital Employed, which is calculated as the av erage of two years total assets, minus current liabilities, minus excess cash, plus current maturities of long - term debt (2) Conversion Ratio calculated as Adjusted EBITDA divided by Net Revenue 21.5% 33.5% 33.8% 43.1% 30.9% 2020A 2021A 2022UA 2023E 2024E 47.5% 47.0% 40.4% 48.6% 50.3% 2020A 2021A 2022UA 2023F 2024F
CONFIDENTIAL 24% 28% 29% 34% 37% 54% 40% 20Cube is efficient and profitable 20CUBE FY2022UA (1) CONVERSION RATIO (ADJUSTED EBITDA/Net Revenue) (2)(3) INDUSTRY OUTPERFORMERS – FY2021 Note: Company fiscal year ending March 31st (1) FY22UA ended March 31 2022 (2) Source: Kuehne + Nagel, Forward Air Corp., DSV, C.H. Robinson, Expeditors, XPO Logistics, Wincarton , Logwin , Wiseway Logistics, Jiangsu Feiliks International, Clasquin company annual reports and SEC filings where available (3) Top quartile industry median and Industry Outperformers percentages represents EBITDA as the numerator. 20Cube numerator is A dju sted EBITDA 33 (1) CONVERSION RATIO (ADJUSTED EBITDA / Net Revenue) (3) ADJUSTED EBITDA MARGIN (3) ROCE 40% 34% 8% TOP QUARTILE INDUSTRY MEDIAN (2) Median (2) : 32% 30% 21% 7%
CONFIDENTIAL Transaction summary SOURCES (USD millions) 20Cube Rollover Equity (1) $260 SPAC Cash in Trust (2) 125 Estimated Convertible Notes Proceeds 20 Estimated Common Equity PIPE Proceeds 25 TOTAL SOURCES $430 PRO FORMA VALUATION ( USD millions, except per share values) Illustrative Share Price $10.00 Pro Forma Shares Outstanding (2)(3) 44 TOTAL COMMON EQUITY VALUE (3) $437 Convertible Unsecured Notes 20 Pro Forma Net Debt (ex. Convertible Notes) (4) (119) PRO FORMA ENTERPRISE VALUE $338 EV / FY2024F Revenue 1.3x EV / FY2024F Adjusted EBITDA 13.3x Note: Management estimates. The Company’s fiscal year ends March 31 st (1) There is an existing term sheet for $20m of convertible note proceeds with Evo, subject only to final negotiation (2) Assumes no SPAC investors redeem their shares for cash in trust in connection with business combination (3) Pro forma share count includes 2.7m founder shares. Excludes warrants (both public & private). (4) Assumes Company’s existing cash and cash equivalents balance of $4.9m as of September 30, FY2023 and $13.1m of working capita l r elated debt and finance leases expected to be outstanding following the close of the business combination 34 • Pro Forma Enterprise Value of $338m, representing a transaction multiple of 1.3x FY2024F Revenue and 13.3x FY2024F Adjusted EBITDA • $45m in targeted convertible note and equity PIPE commitments (1) • ~$135m cash to balance sheet for continued growth of combined company through both organic expansion & acquisitions (1)(2) • 20Cube existing shareholders and management will own ~59% of the pro forma combined company • Evo Sponsor shares and 20Cube management shares subject to lock - up with certain early release provisions for 20Cube shares PRO FORMA ILLUSTRATIVE OWNERSHIP USES (USD millions) 20Cube Rollover Equity (1) $260 Cash to Repay Existing Debt 18 Cash to Pro Forma Balance Sheet 135 Estimated Transaction Costs 16 TOTAL USES $430 59.5% 28.6% 6.2% 5.7% Target Public SPAC Shares SPAC Sponsor Shares PIPE Shares
CONFIDENTIAL Operational benchmarking 35 Note: 20Cube & Kintetsu figures represent fiscal year 2021A - 2024F or FY2024F (conversion ratio) ending March 2024 1) Estimated based on SEC filings related to transaction announced May 31, 2022 2) Competitor conversion ratio represents FY23F EBITDA / Net Revenue; 20Cube conversion ratio represents FY24F Adjusted EBITDA / Ne t Revenue; Kintetsu conversion ratio represents FY24 EBITDA / Net Revenue 3) NM denotes figures less than 0.0% 4) 2023E Gross margin estimated based on LTM June 2022 Source: 20Cube competitor data i s as estimated by CapitalIQ consensus mean as of 11/15/22 except as set forth in footnotes 1 & 2 below 38.9% 45.2% 34.3% 10.5% 10.4% 10.1% 9.9% REVENUE GROWTH CAGR (CY20A - CY23F) LEGACY MEDIAN: 10.4% (1) Digitized Freight Forwarders Legacy Logistics CONVERSION R ATIO (CY23F) (2) LEGACY MEDIAN: 55.2% (3) Digitized Freight Forwarders Legacy Logistics (4) 50.3% NM 56.9% 55.6% 55.2% 36.8% 32.8%
CONFIDENTIAL 13.3x NM NA 15.8x 13.0x 12.7x 12.3x 12.2x Valuation comps 1.3x 11.0X 2.1x 4.3X 1.5x 1.3x 1.2x 0.6x Note: 20Cube & Kintetsu figures represent fiscal year 2024F ending March 2024 1) Estimated based on SEC filings related to transaction announced May 31, 2022 2) Estimated multiple based on Flexport Series E financing announced January 24, 2022. Source: PitchBook 3) 20Cube multiples represents Adjusted EBITDA as the denominator 4) NM denotes figures less than 0.0x 36 EV / CY23F REVENUE EV / CY23F EBITDA (3) LEGACY MEDIAN : 1.3x LEGACY MEDIAN: 12.7x DIGITAL MEDIAN: 6.6x (1) (2) Source: 20Cube competitor data i s as estimated by CapitalIQ consensus mean as of 10/17/22 except as set forth in footnotes 1 & 2 below (4) Digitized Freight Forwarders Legacy Logistics Digitized Freight Forwarders Legacy Logistics
CONFIDENTIAL An innovative blend of technology, business structure, & industry expertise PROVEN, PROFITABLE OPERATING MODEL & ROBUST CUSTOMER BASE; READY FOR NEXT GROWTH PHASE Industry Specialist Expertise Centralized Operating Model Robust Software Backbone Highly scalable Tech - driven, sticky customer solution Ideal platform for inorganic growth – significant operating leverage for acquired businesses Globally experienced management team 37
Appendix
CONFIDENTIAL Summary income statement Note: Company fiscal year ending March 31st (1) Includes both organic and inorganic growth in the forecasted period 2023F - 2024F (2) See Appendix page 41 for a reconciliation of Net Income (Loss) to Adjusted EBITDA 39 Historical Forecast (1) 2020A 2021A 2022UA 2023F 2024F Total Revenue $72.9 $94.1 $163.4 $190.3 $252.4 Growth % 0.7% 29.1% 73.5% 16.5% 32.6% Net Revenue $19.8 $21.9 $31.6 $37. 6 $50.6 Margin % 27.1% 23.3% 19.3% 19.7% 20.6% Other Income 0.6 0.8 0.5 0.1 0.1 Total SG&A 10.9 12.4 19.3 19.4 25.3 Growth % 2.5% 13.5% 55.2% 0.8% 30.1% Adjusted EBITDA (2) $9.4 $10.3 $12.8 $18.2 $25.4 Growth % 24.9% 9.3% 24.0% 43.0% 39.5% Adjusted EBITDA Margin % 12.9% 10.9% 7.8% 9.6% 10.1%
CONFIDENTIAL 2020A 2021A 2022UA Net Income (Loss) (4.6) (1.5) (0.7) Net Margin % (6.3%) (1.6%) (0.4%) Adjusted to Include: Depreciation & Amortization (1) 5.5 5.4 6.2 Interest Expense (1) 5.1 3.7 5.5 Provision for Income Taxes (0.1) 1.1 0.4 Exceptional Items (2) 3.4 1.6 1.3 Adjusted EBITDA $9.4 $10.4 $12.8 Margin % 12.9% 11.0% 7.8% Reconciliation of Net Income (Loss) to Adjusted EBITDA Note: Company fiscal year ending March 31st (1) Lease treatments are in accordance with IFRS standards and affect the P&L through depreciation on right of use assets created at the time of initiation of each lease and get debited to the P&L and interest on lease liabilities which also get debited to the P&L on a reducing balance monthly (2) Exceptional Items includes acquisition related costs, stock compensation expenses, foreign exchange loss / (gain), and credit lo ss provision on trade receivables and deposits 40
CONFIDENTIAL SME, emerging markets, & commercial investment 20CUBE'S DIGITALIZED APPROACH ENABLES CREATION OF SME TARGETED S OLUTIONS SME Supply Chain Solutions Emerging Markets & Local Capabilities Commercial Investment A Enhance and Commercialize Existing Solutions Enhance existing visibility tools, 4PL/control tower, exception management tools, and vendor/purchase order management services. These services are currently underserved in the SME market and there is market opportunity with large logistics players mainly focusing on the global MNCs B Build Holistic Service Offerings Across Hubs Strengthening hubs in key strategic locations to offer solutions such as PO management and distribution center by - pass. This will enable moving activities from high - cost to low - cost countries while optimizing supply chain costs C Analytics and Optimization Big - data capabilities will potentially enable 20Cube to offer predictive analytics to further design and optimize supply chain solutions. The Company is currently focused on finalizing initiatives shown in A and B South Asia Expand warehousing / distribution capabilities Presence in 30+ locations nationwide and growing Warehouses are anchor business for cross - sell Vendor logistics for Bangladesh & Sri Lanka the global MNCs Southeast Asia Expand warehousing / distribution capabilities Incorporate origin / vendor logistics Hubbing facility, offshore fulfillment center Explore network expansion into Vietnam, Indonesia, Philippines, and more Africa Taking advantage of the East Africa market’s demand for modern logistics grows rapidly Build - out trucking capabilities Vendor management covering Etheopia , Kenya, Uganda Commercial Sales Team Drives transactional sales focused on SME Focused on key trade - lanes and driving warehouse utilization Key Accounts Management Drives solution sales focused on medium - sized enterprises with an emphasis on visibility / control tower tool, purchase order management, and optimization of supply chains Digital Marketing Team Drives leads through social media with a focus on transactional sales Commercial Controlling and Tender Management Commercial infrastructure including tender management and commercial controlling 41
CONFIDENTIAL Operational structure 20CUBE’S CENTRALIZED BUSINESS MODEL IS COST EFFICIENT COMPARED TO COMPETITORS’ Current Competitor Structures: • Documentation and accounting related activities outsourced to low - cost countries • Head office mainly in high - cost countries • Multiple systems lead to unreliable data • Redundant structures result in higher costs • All activities and support services are based in each branch Region Region Region Region Branch Branch Branch Branch Branch Branch Branch Branch Branch Head Office Branch Branch Branch COMPETITOR PRACTICES 20CUBE 20Cube Structure: • Centralized business model • Global Operations Hub and main activities in a low - cost country • Branch offices focus on sales, customer - service, and field operations • Single source of comprehensive logistics reporting • Low cost to serve Branch Branch Branch Branch Branch Branch Branch Global Operations Hub 42
CONFIDENTIAL 10 years of industry experience and performance 2011 2012 2019 2014 2020 2013 2016 2022+ Robust operating model poised for global expansion Secured long term debt ($USD 15m) investment to accelerate revenue growth Centralized workflows Invested in IT capabilities Vertically integrated into India Enhanced customer base, Quality & Total wallet size Improved financial ratios Founded through M&A Technology - driven business model Significantly improves service quality Founding team in Singapore Strategic aggregation of multiple firms Global operations hub in Chennai Built IT and workflow tools $20M raised from Altara and Zephyr Organic and inorganic global expansion Accelerated growth through COVID Best KPIs in Company history Startup Stage Built Tech Platform and Validated Business Model in Larger Scale to Realize Desired Financial Ratios Larger Equity Raise & Global Roll - Out 43
CONFIDENTIAL Term definitions 44 20Cube Conversion Ratio Adjusted EBITDA divided by Net Revenue. This is a financial metric the company uses to measure the firm’s profitability and efficiency. Fourth - party logistics provider. This gives clients the control tower view of their supply chains, overseeing the mix of warehou ses, shipping companies, freight forwarders and agents. 4PL A “Actual” based on the Company’s audited financial statements for the fiscal year ended March 31, 2020, or 2021. Adjusted EBITDA Earnings before interest, taxes, depreciation and amortization, foreign exchange loss / gain, funding related costs, stock compensation expenses, and credit loss provision on trade receivables and deposits. This is a metric used by management as an indicator of the Company’s operating performance. Adjusted EBITDA Margin Adjusted EBITDA divided by total revenue. This is a profitability metric in comparison with revenue. API Application programming interface. CAGR Compounded annual growth rate. CCTV Closed - circuit television. This is the use of video cameras to transmit signal to a specific place, on a limited set of monitors . Competitor Conversion ratio EBITDA divided by Net Revenue. This is a financial metric the company uses to measure the firm’s profitability and efficiency . Control Tower technology A connected dashboard of data and key events across the supply chain. The company leverages their control tower to track workflows for their customers.
CONFIDENTIAL Term definitions 45 CY Calendar year. Earnings before interest, taxes, depreciation and amortization. This is a profitability metric used to measure a firm’s finan cia l performance. EBITDA EDI Electronic data interchange. This is computer - to - computer exchange of business documents in a standard electronic format between business partners. EV Enterprise value. F With respect to Company data, indicates forecasted for the stated fiscal year ended March 31. ICD Inland Container Depot. A container storage facility situated in the hinterlands, away from any major port. ITES Information technology enabled services. This includes a wide range of approaches and processes that use IT to enhance and increase an organization’s efficiency. JNPT Jawaharlal Nehru Port Trust. The largest container port in India. KPI Key performance indicators. These are measurements of key business metrics that assess the overall health of the business. MNC Multinational Corporation is a corporate organization that owns and controls the production of goods or services in at least one country other than its home country.
CONFIDENTIAL Term definitions 46 Multi - tenant & Cross - tenant Architectures Software architecture in which multiple single instances of software run on a single physical server. The server then serves mul tiple tenants. Additionally, multitenant architecture is used to enable multiple users to use a single application, for instance a dat abase. Total revenue minus total cost of transportation, warehouse contractual labor charges and equipment hire and rent cost (exclu din g depreciation and amortization, which are reported separately). Net Revenue PO Purchase order. The time at which a customer places an order. POD Proof of delivery. The time at which a customer's order has been fulfilled and delivered. ROCE Return on capital employed. This is a profitability metric used to measure a firm’s efficiency with capital. SME Small and medium - sized enterprise. SOA Applications Service - oriented - architecture application. UA Unaudited financial data for the Company’s fiscal year ended March 31, 2022, derived based on the Company’s management accounts prepared in accordance with IFRS and subject to further updates in connection with completion of an ongoing audit. Web API Website application programming interface. This is a set of definitions and protocols for building and integrating applicatio n software. YoY Year - over - year growth. This phrase is used to describe the calculation of growth in financial metrics over the prior year.
CONFIDENTIAL Summary of risks 47 Risks Related to 20Cube’s Business Environment and Competition The risks presented below are certain of the general risks relating to the business and operations of 20Cube and will also ap ply to the business and operations of the post - business combination company (“ Pubco ”) following the completion of the Proposed Business Combination. The risks described below are not exhaustive and are based on ce rtain assumptions made by 20Cube, Evo and Pubco , which later may prove to be incorrect or incomplete. The list below is qualified in its entirety by disclosures contained in future filings by 20Cube, i ts affiliates, and third parties, including Evo and Pubco , with the United States Securities and Exchange Commission (“SEC”). These risks speak only as of the date of this presentation, and neither 20Cube, Evo, nor Pubco undertakes any obligation to update the disclosures contained herein. The risks highlighted in future filings with the SEC may differ significantly from and will be more extensive than those presented belo w. Additional risks relating to 20Cube and Pubco in connection with and following the consummation of the Proposed Business Combination are described above under “Forward - Looking Statements” and elsewhere under “Di sclaimer.” In making any investment decision, you should rely solely upon independent investigations made by you. You acknowledge that you are not relying upon, and have not relied upon, any st ate ment, representation or warranty made by any person, firm or corporation, other than the statements, representations, and warranties explicitly contained in any subscription agreement you enter into in connection with the contemplated investment. You acknowledge that you have such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of an inv est ment in 20Cube and Pubco and you have sought such accounting, legal, and tax advice as you have considered necessary to make an informed investment decision. 20Cube faces substantial industry competition as the global logistics services industry is intensely competitive. 20Cube’s dependence on third parties to provide equipment and services, including truck, rail, ocean and air, and to report s hip ment status information and freight claims, may impact the delivery, quality, and price of its logistics services. Economic recessions, downturns in the business cycles of its customers, increases in the prices charged by third - party carriers, interest rate fluctuations, changes in international trade policies and other global economic factors that reduce demand for transportation services, or the ability of 20Cube’s customers to pay for those services, could have a mat erial adverse impact on 20Cube’s business. Higher carrier prices and changing fuel costs may result in decreased profit margin, if 20Cube is unable to implement adequat e p ricing arrangements. 20Cube relies on third - party service providers, including air, ocean, ground freight carriers and others, and if they have insuf ficient capacity available relative to market demand, or reduce 20Cube’s capacity allotments, it may adversely impact 20Cube’s business and operating results. The increased costs associated with technology innovations in 20Cube’s industry and 20Cube’s failure to respond adequately or in a timely manner to such technology initiatives could harm 20Cube’s competitive position and results of operations. A significant data breach or other disruption to 20Cube’s technology infrastructure, or that of its customers or third - party ser vice providers, could disrupt 20Cube’s operations and result in the loss of critical confidential information, adversely impacting its reputation, business and results of operations. 20 Cube is subject to increased risk of cyber incidents, including cyberattacks, and other communication disruptions due to its work - from - home model . 20Cube may be affected by seasonal changes in its industry, which include increased customer demand for logistics services du rin g the months leading up to Christmas and Chinese New Year (September to January), and decreased customer demand following the winter holiday season. Disruption in global trade, influenced by factors such as political instability, currency regulations, interest rate fluctuat ion s, changes and uncertainties in governmental policies, changes in domestic customs, wars, increased global concerns regarding working conditions, changes in consumers’ attitudes, and availability of credit, may adversely impa ct 20Cube’s business and operating results. 20Cube’s business and results of operations may be adversely affected by anti - trade and protectionist measures adopted by the co untries in which it does business and other global economic factors. 20Cube’s business in emerging markets generally are more susceptible to political and economic risk. Changes in consumer demand and increased regulation resulting from climate change could adversely impact 20Cube’s industry an d b usiness.
CONFIDENTIAL Summary of risks (cont.) 48 Risks Related to 20Cube’s Business Environment and Competition The transportation infrastructure continues to be a target of terrorist activities, which may result in increased security co sts and slower service in the transportation and logistics industry in which 20Cube operates. Unfavorable market conditions arising from the COVID - 19 pandemic, including transportation delays and labor and equipment shorta ges, [have and] could [continue to] adversely impact 20Cube’s business, prospects, financial condition, and operating results. 20Cube may be unable to identify or complete suitable acquisitions and investments and, if completed, will be subject to inte gra tion risks. 20Cube relies heavily upon the technologies used in its core business, such as MyHub , and failure to properly manage such technologies could lead to disruptions in its operations or ability to remain competiti ve. If competitors are able to replicate 20 Cube’s technology through artificial intelligence or otherwise, 20 Cube’s competitive position would be harmed . 20 Cube’s business strategy contemplates successful implementation of certain cost and revenue initiatives, including creating certain pricing analytic tools and expanding its service offerings, which may increase costs . 20 Cube’s failure to maintain and enhance its information technology networks that supports its service offerings could result in increased costs, customer dissatisfaction, and reputational harm . 20 Cube faces risks associated with storing customer goods in its managed warehouses, including claims and expenses resulting from improperly handling and safeguarding such goods . 20 Cube faces risks due to its reliance on continued government provision and maintenance of public infrastructure . 20 Cube’s lack of business diversification may subject it to negative economic, competitive and regulatory developments . 20 Cube’s property and casualty losses may exceed its insurance coverage and/or the cost of adequate insurance may be cost prohibitive . 20 Cube’s failure to retain or attract employee talent or to maintain its company culture, as well as increases in employment - related costs, including frequent or significant employee turnover, which may be more pronounced in the information technology sector in India where 20 Cube conducts business, could adversely impact its business and results of operations . 20 Cube’s business may be materially adversely affected by labor disputes and changes in labor laws . 20 Cube relies on permits and licenses to conduct its business and revocation of such permits and licenses or rejection of applications for new permits or licenses can negatively impact its business . Any disruption of its business caused by a catastrophic event, including a mass internet outage, could harm 20 Cube’s ability to conduct normal business operations and impact its operating results . Negative publicity relating to 20 Cube’s substantial shareholders, key personnel or the company, generally, could harm 20 Cube’s brand and reputation . 20 Cube’s business and valuation may suffer as a result of increased costs associated with being a public company . 20 Cube is subject to customer credit risks that could adversely affect its operating results and financial condition . 20 Cube relies on relatively few customers for a significant portion of its business . 20 Cube’s failure to manage its rapid growth and organization change, could harm its business and results of operation . 20 Cube’s leverage and indebtedness could adversely affect its financial condition, ability to raise additional capital to fund operations, ability to operate the business, ability to react to changes in the economy or the logistics industry, ability to divert cash flow from operations for debt payments and prevent 20 Cube from meeting outstanding debt obligations . 20Cube’s credit agreement imposes significant operating and financial restrictions, which may prevent 20Cube from capitalizin g o n business opportunities. 20Cube may require additional capital to support the growth of its business, and this capital might not be available on accep tab le terms, if at all. 20Cube is exposed to fluctuations in currency exchange rates and interest rates, which could negatively affect its results of op erations and ability to invest and hold cash. 20Cube is exposed to unique risks associated with its operations in India, including political instability, potential power c ris es, significant increasing real estate prices, and potential increases in information technology resources, any of which could have a material adverse impact on its business and operations.
CONFIDENTIAL Summary of risks (cont.) 49 Risks Related to Government Regulation, Legal Liability, and Taxation 20Cube is subject to a complex regulatory environment, and its failure to comply with and adapt to such regulations could res ult in penalties or otherwise adversely impact the business. 20Cube’s contracted motor carriers are subject to increasingly stringent laws and regulations protecting the environment, inc lud ing reducing risks relating to climate change, which could directly or indirectly have a material adverse effect on the business. 20Cube operates globally, including in hostile locations and in dangerous situations, and any inability to safeguard its oper ati ons or comply with anti - corruption, trade and export laws would adversely impact its reputation and business. Issues related to the intellectual property rights on which 20Cube’s business depends, whether related to 20Cube’s failure to en force its own rights or to defend against infringement claims brought by others, could have a material adverse effect on its business, financial condition and results of operations. 20Cube’s business is subject to complex and evolving international and U.S. laws and regulations regarding data protection. 20Cube is subject to taxation in multiple jurisdictions, and although 20Cube believes its tax estimates are reasonable, any a dve rse determinations in tax audits or changes in tax laws could negatively impact its financial results. General Risks Related to 20Cube The operating and financial forecasts included herein may not prove accurate. 20Cube may require additional capital in the future, and if additional capital is not available at such time as it is require d, 20Cube may have to delay, reduce or cease operations; furthermore, raising additional financing may be costly or difficult to obtain and could dilute the then - current shareholders’ ownership interests. Investigations and litigation could require management time and or incur substantial legal costs or fines, penalties or damag es, any of which could adversely impact 20Cube’s financial results. 20Cube’s business may be affected by uncertainty or changes in global or U.S. social, political or regulatory conditions. Cyber security risks, data loss or other breaches of 20Cube’s network security could materially harm 20Cube’s business and re sul ts of operations. Risks Relating to an Investment in a Singapore Corporation The post - business combination company (“ Pubco ”) is incorporated in Singapore and its shareholders may have more difficulty in protecting their interests than they would a s s hareholders of a corporation incorporated in the United States. Pubco is a Singapore company, and because the rights of shareholders under Singapore law differ from those under U.S. law, it may b e difficult to enforce any judgment obtained in the United States against Pubco or its affiliates. Pubco is subject to the laws of Singapore, which differ in certain material respects from the laws of the United States. Anti - takeover provisions under the Singapore Securities and Futures Act and the Singapore Code may delay, deter or prevent a fut ure takeover or change of control of Pubco , which could adversely affect the price of our ordinary shares. Under Singapore law, Pubco must obtain shareholder approval (i.e. 50% of the issued shares in the capital of Pubco , if voting is by way of poll), at each annual general meeting in order to allow Pubco to issue new shares, which could impact Pubco’s ability to raise capital or consummate acquisitions. Any issuance of new Pubco ordinary shares would dilute the percentage ownership of existing shareholders and could adversely impact the market price of the Pubco ordinary shares.
CONFIDENTIAL Risks Related to Pubco and the Proposed Business Combination Since Evo and 20Cube’s directors, officers and advisors have interests that are different, or in addition to (and which may c onf lict with) Pubco’s shareholders generally, a conflict of interest may have existed in determining whether the Proposed Business Combination is appropriate as the initial business combination. The announcement of the Proposed Business Combination could disrupt 20Cube’s relationships with its clients, counterparties, ven dors and other business partners and others, as well as its operating results and business generally. Pubco’s ability to be successful following the Proposed Business Combination will depend upon the efforts of Pubco’s board of directors and its key personnel and the loss of such persons could negatively impact the operations and profitability of Pubco and/or its business following the Proposed Business Combination. Past performance by 20Cube, including its management team and affiliates, may not be indicative of future performance of Pubco . Each of 20Cube and Evo expects to incur significant transaction costs in connection with the Proposed Business Combination, w hic h will reduce the amount of cash available to be used for corporate purposes by 20Cube and Pubco . 20Cube has granted in the past, and Pubco will also grant in the future, share incentives, which may result in increased share - based compensation expenses. As a public company, 20Cube will become subject to additional laws, regulations and stock exchange listing standards, which w ill impose additional costs and may strain resources and divert 20Cube’s management’s attention. Pubco will qualify as a foreign private issuer within the meaning of the rules under the Securities Exchange Act of 1934, as amende d, and as such Pubco is exempt from certain provisions applicable to United States domestic public companies. As a private company, 20Cube has not been required to document and test its internal controls over financial reporting, nor h as management been required to certify the effectiveness of its internal controls, and its auditors have not been required to opine on the effectiveness of its internal control over financial reporting. As such, Pubco may later identify material weaknesses in its internal control over financial reporting which could lead to errors in Pubco’s financial reporting, which could adversely affect Pubco’s business and the market price of its securities. Although Pubco will file an application to list its securities on The Nasdaq Stock Exchange, there can be no assurance that its securities w il l be so listed or, if listed, Nasdaq may delist Pubco’s securities from trading on its exchange, which could limit investors’ ability to make transactions in Pubco’s securities. The price of Pubco’s common stock may be volatile and its value may decline. A market for Pubco’s securities may not develop, which would adversely affect the liquidity and price of its securities. If securities or industry analysts do not publish research or reports about Pubco’s business, if they adversely change their recommendations regarding Pubco’s shares or if Pubco’s results of operations do not meet their expectations, Pubco’s share price and trading volume could decline. As a company incorporated in Singapore, Pubco is permitted to adopt certain home country practices in relation to corporate governance matters that differ significantly fr om corporate governance listing standards of The Nasdaq Stock Exchange applicable to domestic U.S. companies; these practices may afford less protection to shareholders than the y would enjoy if Pubco complied fully with Nasdaq corporate governance listing standards. Future changes to tax laws, including changes in corporate tax rates and the deductibility of expenses, could affect 20Cube’s fu ture profitability and financial results. Pubco may be or become a passive foreign investment company, which could result in adverse U.S. federal income tax consequences to pe rsons deemed beneficial owners of Pubco securities for U.S. federal income tax purposes, including holders of warrants. Pubco may be or become a controlled foreign corporation, which could result in adverse U.S. federal income tax consequences to pers on s owning at least 10% of Pubco securities for U.S. federal income tax purposes. Summary of risks (cont.) 50
Thank You! 51 JASON SAUSTO MANAGING DIRECTOR RICHARD CHISHOLM CEO MAHESH NIRUTTAN FOUNDER & CEO ANAND SEETHARAMAN CO - FOUNDER & CFO JEFFREY GEINITZ DIRECTOR, GLOBAL BUSINESS PROCESS Evo Acquisition Corp.