8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): January 18, 2022

M3-Brigade Acquisition II Corp.

(Exact Name of Registrant as Specified in its Charter)

Delaware	001-40162	86-1359752
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

1700 Broadway—19th Floor

New York, NY 10019

(Address of principal executive offices, including zip code)

(212) 202-2200

Registrant’s telephone number, including area code

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)	Name of each exchange on which registered
Units, each consisting of one share of Class A Ordinary Share, $0.0001 par value, and one-third of one redeemable warrant	MBAC.U	The New York Stock Exchange
Class A Ordinary Shares included as part of the units	MBAC	The New York Stock Exchange
Redeemable warrants included as part of the units, each whole warrant exercisable for one Class A Ordinary Share at an exercise price of $11.50	MBAC.WS	The New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

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 reported, on August 16, 2021, M3-Brigade Acquisition II Corp., a Delaware corporation (“MBAC”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Blue Steel Merger Sub Inc., a Delaware corporation and wholly owned subsidiary of MBAC (“Merger Sub”), and Syniverse Corporation, a Delaware corporation (“Syniverse”), pursuant to which Merger Sub will merge with and into Syniverse, with Syniverse surviving the merger as a wholly owned subsidiary of MBAC. MBAC has set February 9, 2022 as the date for its special meeting of stockholders to approve the transaction (the “Special Meeting”). The transaction is expected to close shortly after the Special Meeting, subject to receipt of the requisite MBAC stockholder approvals and certain other customary closing conditions. Upon closing of the transaction, the combined company intends to change its name to Syniverse Technologies Corporation and trade on the New York Stock Exchange (the “NYSE”) under the ticker symbol “SYNV.”

On January 18, 2022, Syniverse issued a press release announcing a business update, including certain financial results of Syniverse Holdings, Inc., a wholly owned subsidiary of Syniverse (“Syniverse Holdings”), for its fourth quarter and full year ended November 30, 2021, and providing updated guidance for fiscal 2022. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.

Attached hereto as Exhibit 99.2 and incorporated herein by reference is an investor presentation dated January 18, 2022, which was prepared by Syniverse in connection with its earnings release.

Attached hereto as Exhibit 99.3 and incorporated herein by reference is the script used by Syniverse management in connection with an investor conference call held on January 18, 2022.

The foregoing (including Exhibits 99.1, 99.2 and 99.3) is being furnished pursuant to Item 7.01 and will not be deemed to be filed for purposes of Section 18 of 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 or the Exchange Act.

Important Information about the Transaction and Where to Find It

In connection with the proposed transaction, MBAC has filed a definitive proxy statement with the Securities and Exchange Commission (the “SEC”). MBAC’s stockholders and other interested persons are advised to read the definitive proxy statement and documents incorporated by reference therein filed in connection with the proposed transaction, as these materials will contain important information about MBAC, Syniverse and the proposed transaction. MBAC has commenced mailing of the definitive proxy statement to the stockholders of MBAC as of January 6, 2022, the record date established for the proposed transaction. MBAC stockholders will also be able to obtain copies of the definitive proxy statement and other documents filed with the SEC that will be incorporated by reference therein, without charge at the SEC’s website at http://www.sec.gov, or by directing a request to: M3-Brigade Acquisition II Corp., 1700 Broadway - 19th Floor, New York, New York 10019.

Participants in the Solicitation

MBAC and its directors and executive officers may be deemed participants in the solicitation of proxies of MBAC’s stockholders with respect to the proposed transaction. A list of those directors and executive officers and a description of their interests in MBAC have been filed in the proxy statement for the proposed transaction and are available at www.sec.gov. Additional information regarding the interests of such participants are contained in the proxy statement.

Syniverse and its directors and executive officers may also be deemed to be participants in the solicitation of proxies from the stockholders of MBAC in connection with the proposed transaction. A list of the names of such directors and executive officers and information regarding their interests in the proposed transaction have been included in the proxy statement for the proposed business combination.

No Offer or Solicitation

This Current Report shall not constitute a solicitation of a proxy, consent or authorization with respect to any securities or in respect of the proposed transaction. This Current Report shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any states or jurisdictions in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of such state or jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of section 10 of the Securities Act.

Forward Looking Statements

This Current Report may contain “forward-looking statements” within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. The expectations, estimates and projections of the businesses of MBAC or Syniverse may differ from their actual results and consequently you should not rely on these forward-looking statements as predictions of future events. Words such as “expect,” “estimate,” “project,” “budget,” “forecast,” “anticipate,” “intend,” “plan,” “may,” “will,” “would,” “could,” “should,” “believes,” “predicts,” “potential,” “continue,” and similar expressions are intended to identify such forward-looking statements. These forward-looking statements include, without limitation, expectations with respect to future financial and operating performance of MBAC and Syniverse and anticipated financial impacts of the proposed transaction, the satisfaction of the closing conditions to the proposed transaction and the timing of the completion of the proposed transaction.

These forward-looking statements are not guarantees of future performance, conditions, or results, and involve significant risks and uncertainties that could cause the actual results to differ materially from the expected results. Most of these factors are outside of the control of MBAC and Syniverse and are difficult to predict. Factors that may cause such differences include, but are not limited to: (1) the inability to complete the transactions contemplated by the Merger Agreement, including due to failure to obtain approval of the stockholders of MBAC or other conditions to closing in the Merger Agreement; (2) the outcome of any legal proceedings that may be instituted against the parties following announcement of the Merger Agreement and the proposed transactions contemplated thereby; (3) the ability to recognize the anticipated benefits of the proposed business combination, which may be affected by, among other things, competition, the ability of the post-combination company to grow and manage growth profitably, maintain relationships with customers and suppliers and retain its management and key employees; (4) the occurrence of any event, change or other circumstances that could give rise to the termination of the Merger Agreement and the proposed transactions contemplated thereby; (5) risks related to the uncertainty of the projected financial information with respect to Syniverse; (6) the inability to obtain or maintain the listing of the post-acquisition company’s Class A Stock and public warrants on the NYSE following the proposed business combination; (7) risks related to the post-combination company’s ability to raise financing in the future; (8) the post-combination company’s success in retaining or recruiting, or changes required in, our officers, key employees or directors following the proposed business combination; (9) our directors and officers potentially having conflicts of interest with our business or in approving the proposed business combination; (10) intense competition and competitive pressures from other companies in the industry in which the post-combination company will operate; (11) the business, operations and financial performance of Syniverse, including market conditions and global and economic factors beyond Syniverse’s control; (12) the effect of legal, tax and regulatory changes; (13) the receipt by MBAC or Syniverse of an unsolicited offer from another party for an alternative business transaction that could interfere with the proposed business combination; (14) the risk that the proposed business combination disrupts current plans and operations of MBAC or Syniverse as a result of the announcement and consummation of the transactions described herein; (15) costs related to the proposed business combination; (16) changes in applicable laws or regulations; (17) the possibility that MBAC or Syniverse may be adversely affected by other economic, business, and/or competitive factors; (18) the amount of redemption requests made by MBAC’s public stockholders; (19) the impact of the continuing Covid-19 pandemic on MBAC, Syniverse and Syniverse’s projected results of operations, financial performance or other financial metrics or on any of the foregoing risks; and (20) other risks and uncertainties disclosed in MBAC’s Quarterly Reports on Form 10-Q and the proxy statement discussed above, including those under “Risk Factors,” and other documents filed or to be filed with the SEC by MBAC.

-3-

MBAC and Syniverse caution that the foregoing list of factors is not exclusive. You should not place undue reliance upon any forward-looking statements, which speak only as of the date made. Syniverse and MBAC do not undertake or accept any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements to reflect any change in their expectations or any change in events, conditions or circumstances on which any such statement is based.

-4-

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits:

Exhibits	Description
99.1	Syniverse Press Release, dated January 18, 2022.
99.2	Syniverse Investor Presentation, dated January 18, 2022.
99.3	Script for Syniverse Investor Call, held on January 18, 2022.
104	Cover Page Interactive Data File (cover page XBRL tags are embedded within the Inline XBRL document).

-5-

SIGNATURES

Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	M3-BRIGADE ACQUISITION II CORP.
Date: January 18, 2022	By:	/s/ Mohsin Y. Meghji
		Name:    Mohsin Y. Meghji Title:      Chairman and Chief Executive Officer

EX-99.1

Exhibit 99.1

Syniverse Provides Business Update and Raises 2022 Forecasts

Mobile Messaging and 5G Trends Underpin Outlook for Sustained Growth

• Fiscal Q4 2021 revenue rose 16% to $193 million as Enterprise revenue soared 50% to $89 million.

• Fiscal year 2021 revenue rose 12% from 2020 to $733 million, biggest jump since 2013.

• Fiscal year 2022 revenue and adjusted EBITDA forecast raised by 10% and 2%, respectively.

Tampa, Florida — (BUSINESS WIRE) — Syniverse Holdings, Inc., a wholly owned subsidiary of Syniverse Corporation (“Syniverse”), the “world’s most connected company” ^TM and a premier global technology provider of mission-critical mobile platforms for carriers and enterprises, shared a business update today, including revenue and adjusted EBITDA guidance for fiscal 2022. Syniverse’s communications platform enables leading platforms and carriers to seamlessly reach customers in every corner of the globe.

Syniverse expects 2022 revenue in the range of $840 million to $875 million, a 10% increase at the midpoint from its prior target of $780 million. The company also raised its adjusted EBITDA forecast for 2022 to a range of $235 million to $245 million, a 2% increase at the midpoint from its prior target of $236 million.

Concurrently with this business update, Syniverse is releasing an investor presentation providing detailed preliminary unaudited financial results for the fourth quarter and full year ended November 30, 2021. The investor presentation which contains preliminary, unaudited fiscal Q4 and full year 2021 financial information has been filed with the SEC by MBAC and can be found here.

In August 2021, Syniverse announced its plan to go public through a merger agreement with M3-Brigade Acquisition II Corp. (NYSE: MBAC) a special purpose acquisition company, or SPAC. Syniverse and MBAC announced on January 10, 2022 that MBAC’s special meeting of shareholders to approve the merger is scheduled to be held on February 9, 2022. On January 7, 2022, MBAC commenced mailing of its definitive proxy statement to its shareholders of record as of January 6, 2022. Upon closing of the transaction, the renamed Syniverse Technologies Corporation will be listed on the New York Stock Exchange under the ticker “SYNV.”

The transition from email to messaging as a primary means of communication is powering Syniverse’s growth as consumers and businesses roll out their digital platforms. Enterprise revenue grew by $30 million and $102 million in Q4 and FY 2021, respectively, while growing to 42% of total revenue in FY 2021, up from 32% of total revenue in FY 2020. As the Enterprise business continues to grow as a percentage of total revenue, Syniverse will look more and more like a CPaaS and messaging-centric company while continuing to address the changing needs of the mobile ecosystem for its approximately 800 carrier and 450 enterprise customers. Twin secular trend tailwinds – mobile messaging and 5G – underpin the company’s confidence in its double-digit revenue CAGR forecast.

“Today’s preliminary results show that we continue to execute our strategic growth plan and are very well positioned to deliver the mobile ecosystem solutions necessary to monetize 5G data and messaging and create long-term value for shareholders,” said Andrew Davies, CEO of Syniverse. “We’re very encouraged by the strong growth momentum in our Carrier and Enterprise businesses.”

“For example, we recently reached an agreement with a second Tier 1 North American telecom operator to provide our Evolved Mobility solution, allowing them to shut down their legacy 3G networks and repurpose their 3G spectrum for 5G while maintaining continuity of 3G roaming revenue,” explained Mr. Davies. “Meanwhile, our blockchain-enabled clearing and settlement platform is monetizing 5G enabled transactions. These are just two examples of market leading innovations that only Syniverse can offer.”

Other highlights from Q4 include: the launch of the WhatsApp Business API on Syniverse CPaaS Concierge to enhance customer engagement and brand awareness for enterprises; industry research firm ROCCO ranking Syniverse a Tier 1 A2P Messaging Vendor; Kaleido Intelligence named Syniverse the top overall leader in mobile roaming; and the announcement of a global partnership with NTW Software to enable improved customer experience in call centers via Syniverse CPaaS Concierge for enterprises.

Preliminary Financial Highlights

In Q4 2020, Syniverse changed its fiscal year end from a calendar year basis to a fiscal year basis ending on November 30. Fiscal year 2020 data comes from unaudited financial results covering the 12-month period ending November 30, 2020. Q4 and fiscal year 2021 figures are preliminary, unaudited financial results.

Concurrently with this business update, Syniverse is releasing an investor presentation providing detailed preliminary financial results for the fourth quarter and full year ended November 30, 2021. The investor presentation which contains preliminary, unaudited fiscal Q4 and full year 2021 financial information has been filed with the SEC by MBAC and can be found here.

Q4 2021

• Revenue grew by 16% to $193 million from $167 million in Q4 2020.

• Carrier revenue, excluding CDMA and legacy, rose to $97 million from $95 million in Q4 2020.

• Enterprise revenue grew by 50% to $89 million from $59 million in Q4 2020.

• Enterprise revenue accounted for 46% of total revenue, up from 36% in Q4 2020.

• Adjusted EBITDA decreased by 4% to $54 million from $56 million in Q4 2020.

• Net income was $12 million, up from a $25 million net loss in Q4 2020.

Fiscal Year 2021

• Revenue rose 12% to $733 million from $652 million in FY 2020.

• Carrier revenue, excluding CDMA and legacy, was unchanged from FY 2020 at $395 million.

• Enterprise revenue grew by 49% to $311 million from $209 million in FY 2020.

• Enterprise revenue accounted for 42% of total revenue, compared with 32% in FY 2020.

• Adjusted EBITDA was unchanged from FY 2020 at $210 million.

• Net loss decreased by 66% to $49 million from $143 million in FY 2020.

Conference Call

Investors and Analysts may access a recorded call with Syniverse’s Management in which they discuss preliminary, unaudited fiscal Q4 and full year 2021 financial information starting at 08:00 ET today, January 18, 2022.

• North American Toll Free +1 877 407 3982

• North American Toll/International +1 201 493 6780

• A recording will be available in due course on MBAC’s Investor Relations website at https://www.m3-brigade.com/

• Investors may dial into the replay using 1-844-512-2921 and replay pin number 13726421. It will remain available until 11:59 p.m. ET on Tuesday February 1, 2022, 11:59 PM ET

About Syniverse

Syniverse is a leading global provider of unified, mission-critical platforms enabling seamless interoperability across the mobile ecosystem. Syniverse makes global mobility work by enabling consumers and enterprises to connect, engage, and transact seamlessly and securely. Syniverse offers a premier communications platform that serves both enterprises and carriers globally and at scale. Syniverse’s proprietary software, protocols, orchestration capabilities and network assets have allowed Syniverse to address the changing needs of the mobile ecosystem for over 30 years. Syniverse continues to innovate by harnessing the potential of emerging technologies such as 5G, IoT, RCS and CPaaS for its customers.

These materials are CONFIDENTIAL and shall not be disclosed to anyone beyond the intended recipient.

Non-GAAP Financial Measures

In this press release, the Company includes Adjusted EBITDA, which is a non-GAAP performance measure that the Company uses to supplement its results presented in accordance with U.S. GAAP.

As required by the rules of the SEC, the Company has provided herein a reconciliation of Adjusted EBITDA to its most directly comparable GAAP measure, Net (Loss) Income. The Company’s management believes Adjusted EBITDA is useful in evaluating its operating performance and is similar to measures reported by publicly-listed U.S. competitors, and regularly used by security analysts, institutional investors and other interested parties in analyzing operating performance and prospects. By presenting Adjusted EBITDA, the Company’s management intends to provide investors with a meaningful, consistent comparison of the Company’s profitability for the periods presented. Adjusted EBITDA is not intended to be a substitute for any U.S. GAAP financial measure and, as calculated, may not be comparable to other similarly titled measures of performance of other companies in other industries or within the same industry.

The Company defines and calculates Adjusted EBITDA as Net (Loss) Income before net Other expense, Provision for (or benefit from) income taxes, Depreciation and amortization expense, Restructuring expense, Non-cash stock-based compensation, Other expenses, Consulting fee and related expense.

With respect to Syniverse’s Fiscal 2022 Business Outlook as provided above, Syniverse has not reconciled its expectations as to non-GAAP Adjusted EBITDA to GAAP Net (Loss) Income because future interest expense, income or loss associated with warrants and stock based compensation expense cannot be reasonably calculated or predicted at this time. Accordingly, a reconciliation to Net (Loss) Income for 2022 is not available without unreasonable effort and would imply a degree of precision that Syniverse believes would be confusing or misleading to investors.

Forward-Looking Statements

This press release contains “forward-looking statements” within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. The expectations, estimates and projections of the businesses of MBAC or Syniverse may differ from their actual results and consequently you should not rely on these forward-looking statements as predictions of future events. Words such as “expect,” “estimate,” “project,” “budget,” “forecast,” “anticipate,” “intend,” “plan,” “may,” “will,” “would,” “could,” “should,” “believes,” “predicts,” “potential,” “continue,” and similar expressions are intended to identify such forward-looking statements. These forward-looking statements include, without limitation, expectations with respect to future financial and operating performance of MBAC and Syniverse and anticipated financial impacts of the proposed transaction, the satisfaction of the closing conditions to the proposed transaction and the timing of the completion of the proposed transaction.

These forward-looking statements are not guarantees of future performance, conditions, or results, and involve significant risks and uncertainties that could cause the actual results to differ materially from the expected results. Most of these factors are outside of the control of MBAC and Syniverse and are difficult to predict. Factors that may cause such differences include, but are not limited to: (1) the inability to complete the transactions contemplated by the agreement and plan of merger with respect to the proposed transaction (the “Merger Agreement”), including due to failure to obtain approval of the stockholders of MBAC or other conditions to closing in the Merger Agreement; (2) the outcome of any legal proceedings that may be instituted against the parties following announcement of the Merger Agreement and the proposed transactions contemplated thereby; (3) the ability to recognize the anticipated benefits of the proposed business combination, which may be affected by, among other things, competition, the ability of the post-combination company to grow and manage growth profitably, maintain relationships with customers and suppliers and retain its management and key employees; (4) the occurrence of any event, change or other circumstances that could give rise to the termination of the Merger Agreement and the proposed transactions contemplated thereby; (5) risks related to the uncertainty of the projected financial information with respect to Syniverse; (6) the inability to obtain or maintain the listing of

3

These materials are CONFIDENTIAL and shall not be disclosed to anyone beyond the intended recipient.

the post-acquisition company’s Class A Stock and public warrants on the NYSE following the proposed business combination; (7) risks related to the post-combination company’s ability to raise financing in the future; (8) the post-combination company’s success in retaining or recruiting, or changes required in, our officers, key employees or directors following the proposed business combination; (9) our directors and officers potentially having conflicts of interest with our business or in approving the proposed business combination; (10) intense competition and competitive pressures from other companies in the industry in which the post-combination company will operate; (11) the business, operations and financial performance of Syniverse, including market conditions and global and economic factors beyond Syniverse’s control; (12) the effect of legal, tax and regulatory changes; (13) the receipt by MBAC or Syniverse of an unsolicited offer from another party for an alternative business transaction that could interfere with the proposed business combination; (14) the risk that the proposed business combination disrupts current plans and operations of MBAC or Syniverse as a result of the announcement and consummation of the transactions described herein; (15) costs related to the proposed business combination; (16) changes in applicable laws or regulations; (17) the possibility that MBAC or Syniverse may be adversely affected by other economic, business, and/or competitive factors; (18) the amount of redemption requests made by MBAC’s public stockholders; (19) the impact of the continuing COVID-19 pandemic on MBAC, Syniverse and Syniverse’s projected results of operations, financial performance or other financial metrics or on any of the foregoing risks; and (20) other risks and uncertainties disclosed in MBAC’s Quarterly Reports on Form 10-Q and the proxy statement, discussed above, including those under “Risk Factors,” and other documents filed or to be filed with the SEC by MBAC.

MBAC and Syniverse caution that the foregoing list of factors is not exclusive. You should not place undue reliance upon any forward-looking statements, which speak only as of the date made. Syniverse and MBAC do not undertake or accept any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements to reflect any change in their expectations or any change in events, conditions or circumstances on which any such statement is based.

Information About the Proposed Transaction and Where to Find It

In connection with the proposed transaction, MBAC has filed a definitive proxy statement with the SEC. MBAC’s stockholders and other interested persons are advised to read the definitive proxy statement and documents incorporated by reference therein filed in connection with the proposed transaction, as these materials will contain important information about MBAC, Syniverse and the proposed transaction. MBAC has commenced mailing of the definitive proxy statement to the stockholders of MBAC as of January 6, 2022, the record date established for the proposed transaction. MBAC stockholders will also be able to obtain copies of the definitive proxy statement and other documents filed with the SEC that will be incorporated by reference therein, without charge at the SEC’s website at https://www.sec.gov/, or by directing a request to: M3-Brigade Acquisition II Corp., 1700 Broadway – 19th Floor, New York, New York 10019.

Participants in the Solicitation

MBAC and its directors and executive officers may be deemed participants in the solicitation of proxies of MBAC’s stockholders with respect to the proposed transaction. A list of those directors and executive officers and a description of their interests in MBAC have been filed in the proxy statement for the proposed transaction and are available at http://www.sec.gov/. Additional information regarding the interests of such participants are contained in the proxy statement.

Syniverse and its directors and executive officers may also be deemed to be participants in the solicitation of proxies from the stockholders of MBAC in connection with the proposed transaction. A list of the names of such directors and executive officers and information regarding their interests in the proposed transaction have been included in the proxy statement for the proposed business combination.

4

These materials are CONFIDENTIAL and shall not be disclosed to anyone beyond the intended recipient.

No Offer or Solicitation

This press release shall not constitute a solicitation of a proxy, consent, or authorization with respect to any securities or in respect of the proposed transaction. This press release shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any states or jurisdictions in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of such state or jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.

Non-GAAP Reconciliations

A reconciliation of Syniverse’s Net (Loss) Income, the closest GAAP measure, to Adjusted EBITDA is presented in the following table:

	Three Months Ended						Twelve Months Ended
	November 30,						November 30,
(in thousands)	2021			2020			2021			2020
Net (Loss) Income	$	12,052		$	(24,669	)	$	(49,387	)	$	(143,511	)
Other expense, net		40,544			41,657			163,224			175,168
(Benefit from) provision for income taxes		(19,991	)		(2,228	)		(14,958	)		5,147
Depreciation and amortization		17,606			26,961			78,226			110,713
Restructuring expense		(238	)		5,261			3,682			23,832
Non-cash stock-based compensation		2,598			1,504			9,577			14,040
Other expenses		782			7,120			16,872			21,101
Consulting fee and related expenses		750			709			3,014			3,067
Adjusted EBITDA	$	54,103		$	56,315		$	210,250		$	209,557

Supplemental Financial Information

	Three Months Ended						Twelve Months Ended
	November 30,						November 30,
(in thousands)	2021			2020			2021			2020
Carrier revenue	$	103,504		$	107,454		$	421,563		$	443,031
CDMA and legacy		(6,399	)		(12,217	)		(26,618	)		(48,294	)
Carrier revenue, excluding CDMA and legacy	$	97,105		$	95,237		$	394,945		$	394,737

5

These materials are CONFIDENTIAL and shall not be disclosed to anyone beyond the intended recipient.

Contacts

Media and Press:	Investor Relations:
Kevin Petschow	Stanley Martinez, CFA, IRC
Syniverse	Syniverse
kevin.petschow@syniverse.com	ir@syniverse.com
+1.813.637.5084	+1.813.614.1070
Brooke Gordon / Kelsey Markovich	Chad Bianchi
Sard Verbinnen & Co.	Syniverse
syniverse-svc@sardverb.com	ir@syniverse.com
+1.212.687.8080	+1.813.729.3706
	Jason Terry
	Syniverse
	ir@syniverse.com
	+1.310.951.3187

6

EX-99.2

Exhibit 99.2 Fourth Quarter 2021 Earnings Presentation Andrew Davies, CEO Simeon Irvine, CFO Stanley Martinez, VP Investor Relations

Legal Disclaimer Forward-Looking Statements This presentation contains “forward-looking statements” within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. The expectations, estimates and projections of the businesses of MBAC or Syniverse may differ from their actual results and consequently you should not rely on these forward-looking statements as predictions of future events. Words such as “expect,” “estimate,” “project,” “budget,” “forecast,” “anticipate,” “intend,” “plan,” “may,” “will,” “would,” “could,” “should,” “believes,” “predicts,” “potential,” “continue,” and similar expressions are intended to identify such forward-looking statements. These forward- looking statements include, without limitation, expectations with respect to future financial and operating performance of MBAC and Syniverse and anticipated financial impacts of the proposed transaction, the satisfaction of the closing conditions to the proposed transaction and the timing of the completion of the proposed transaction. These forward-looking statements are not guarantees of future performance, conditions, or results, and involve significant risks and uncertainties that could cause the actual results to differ materially from the expected results. Most of these factors are outside of the control of MBAC and Syniverse and are difficult to predict. Factors that may cause such differences include, but are not limited to: (1) the inability to complete the transactions contemplated by the agreement and plan of merger with respect to the proposed transaction (the “Merger Agreement”), including due to failure to obtain approval of the stockholders of MBAC or other conditions to closing in the Merger Agreement; (2) the outcome of any legal proceedings that may be instituted against the parties following announcement of the Merger Agreement and the proposed transactions contemplated thereby; (3) the ability to recognize the anticipated benefits of the proposed business combination, which may be affected by, among other things, competition, the ability of the post-combination company to grow and manage growth profitably, maintain relationships with customers and suppliers and retain its management and key employees; (4) the occurrence of any event, change or other circumstances that could give rise to the termination of the Merger Agreement and the proposed transactions contemplated thereby; (5) risks related to the uncertainty of the projected financial information with respect to Syniverse; (6) the inability to obtain or maintain the listing of the post- acquisition company’s Class A Stock and public warrants on the NYSE following the proposed business combination; (7) risks related to the post-combination company’s ability to raise financing in the future; (8) the post- combination company’s success in retaining or recruiting, or changes required in, our officers, key employees or directors following the proposed business combination; (9) our directors and officers potentially having conflicts of interest with our business or in approving the proposed business combination; (10) intense competition and competitive pressures from other companies in the industry in which the post-combination company will operate; (11) the business, operations and financial performance of Syniverse, including market conditions and global and economic factors beyond Syniverse’s control; (12) the effect of legal, tax and regulatory changes; (13) the receipt by MBAC or Syniverse of an unsolicited offer from another party for an alternative business transaction that could interfere with the proposed business combination; (14) the risk that the proposed business combination disrupts current plans and operations of MBAC or Syniverse as a result of the announcement and consummation of the transactions described herein; (15) costs related to the proposed business combination; (16) changes in applicable laws or regulations; (17) the possibility that MBAC or Syniverse may be adversely affected by other economic, business, and/or competitive factors; (18) the amount of redemption requests made by MBAC’s public stockholders; (19) the impact of the continuing COVID-19 pandemic on MBAC, Syniverse and Syniverse’s projected results of operations, financial performance or other financial metrics or on any of the foregoing risks; and (20) other risks and uncertainties disclosed in MBAC’s Quarterly Reports on Form 10-Q and the proxy statement, including those under “Risk Factors,” and other documents filed or to be filed with the SEC by MBAC. MBAC and Syniverse caution that the foregoing list of factors is not exclusive. You should not place undue reliance upon any forward-looking statements, which speak only as of the date made. Syniverse and MBAC do not undertake or accept any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements to reflect any change in their expectations or any change in events, conditions or circumstances on which any such statement is based. Basis of Presentation Certain financial information and data contained in this presentation is unaudited and certain financial information and data does not conform to Regulation S-X promulgated under the Securities Act of 1933, as amended. Accordingly, such information and data may not be included in, may be adjusted in or may be presented differently in, the definitive proxy statement filed by MBAC with the Securities and Exchange Commission on January 7, 2022 in connection with the proposed transaction. In the fourth quarter of 2020, Syniverse changed its fiscal year end from a calendar year basis to a fiscal year basis ending on November 30 and, as a result, historical financial information included in this presentation as “2020A” reflects the 12 months ended 11/30/2020 and is unaudited. In addition, all of Syniverse’s historical financial information included herein is preliminary and subject to change in accordance with PCAOB auditing standards. Accordingly, you should not place undue reliance upon such information. 2

Legal Disclaimer Non-GAAP Financial Information This presentation also contains certain non-GAAP financial measures. These non-GAAP financial measures are in addition to, and not a substitute for or superior to, measures of Syniverse’s financial performance prepared in accordance with GAAP. Reconciliations between non-GAAP financial measures and GAAP financial measure are provided in the Appendices of this presentation. No reconciliation is included for estimated non-GAAP measures for future fiscal periods presented herein due to the inherent difficulty in forecasting and quantifying certain amounts that are necessary for such reconciliations and because providing such reconciliations would suggest a degree a precision that is inappropriate for estimated financial results for future fiscal periods. Information About the Proposed Transaction and Where to Find It In connection with the proposed transaction, MBAC has filed a definitive proxy statement with the SEC. MBAC’s stockholders and other interested persons are advised to read the definitive proxy statement and documents incorporated by reference therein filed in connection with the proposed transaction, as these materials will contain important information about MBAC, Syniverse and the proposed transaction. MBAC has commenced mailing of the definitive proxy statement to the stockholders of MBAC as of January 6, 2022, the record date established for the proposed transaction. MBAC stockholders will also be able to obtain copies of the definitive proxy statement and other documents filed with the SEC that will be incorporated by reference therein, without charge at the SEC’s website at https://www.sec.gov/, or by directing a request to: M3-Brigade Acquisition II Corp., 1700 Broadway – 19th Floor, New York, New York 10019. Participants in the Solicitation MBAC and its directors and executive officers may be deemed participants in the solicitation of proxies of MBAC’s stockholders with respect to the proposed transaction. A list of those directors and executive officers and a description of their interests in MBAC have been filed in the proxy statement for the proposed transaction and are available at http://www.sec.gov/. Additional information regarding the interests of such participants are contained in the proxy statement. Syniverse and its directors and executive officers may also be deemed to be participants in the solicitation of proxies from the stockholders of MBAC in connection with the proposed transaction. A list of the names of such directors and executive officers and information regarding their interests in the proposed transaction have been included in the proxy statement for the proposed business combination. No Offer or Solicitation This press release shall not constitute a solicitation of a proxy, consent, or authorization with respect to any securities or in respect of the proposed transaction. This press release shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any states or jurisdictions in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of such state or jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended. 3

Business Update

Business Highlights Market Opportunity Industry Recognition Financial Performance § Powering the secular shift by consumers and § Kaleido Intelligence identified Syniverse as § FY21 Revenue grew $80.6M, 12% YoY, to businesses from web and email the top overall leader in mobile roaming $732.8M communication toward messaging 1 § Gartner ranked Syniverse in its CPaaS Market § FY 21 Adjusted EBITDA in line with target at § Remain at the center of the evolution from 4G Guide as an industry leader within the “co- $210.2M standards to standalone 5G networks creation” model § Raising Full Year 2022 Revenue target by § ROCCO named Syniverse a Tier One A2P 10% at the midpoint Messaging Vendor Product Launch Innovation Public Company Readiness § Launched WhatsApp Business API on § Evolved Mobility wins at two Tier One North § On track Syniverse CPaaS Concierge to enhance American carriers § MBAC stockholders’ vote scheduled for customer engagement and brand awareness § Continued customer growth in Blockchain- February 9 for enterprises enabled solution for clearing & settlement § Formed global partnership with NTW Software to enable improved customer experience in call centers via Syniverse CPaaS Concierge for enterprises 1. Adjusted EBITDA is a non-GAAP metric. See Appendix for a reconciliation to Net (Loss) Income. 5

Financial Review

FY Results Highlights 1 Twelve Months Ended November 30, 2020 and 2021 3 2 Revenues Adjusted EBITDA Free Cash Flow Direct Profit $732.8 $13.7 $442.0 $422.6 $652.2 $210.2 $209.6 $7.1 2020A FY 2021 2020A FY 2021 2020A FY 2021 2020A FY 2021 Revenues grew by $80.6M Direct Profit decline of Adjusted EBITDA growth of Free Cash Flow decline of (12%) $19.4M (4%) $0.6M $6.6M (48%) Enterprise growth of $102.1M and Enterprise growth of $27.0M offset Modest improvement compared to Driven by lower working capital Carrier decline of $21.3M by a Carrier decrease of $46.4M prior year due to strong cost generation controls Excluding CDMA & Legacy, Carrier Excluding CDMA & Legacy, Direct Revenues stable at $394.9M Profit stable at $398.2M Investments to support Enterprise growth and transition to public company not compromised 1. Twelve months ended November 30, 2020 is unaudited due to a change in Syniverse's fiscal year. See Legal Disclaimer - Basis of Presentation for more information. 2. Direct Profit is calculated as Revenues less direct Variable Costs of Operations (Direct Costs), Direct Costs include MT fees, revenue share, data processing, short code and other direct costs. See Appendix for a reconciliation to Gross Profit. 7 3. Free Cash Flow is calculated as Net Cash Provided by Operating Activities less Capital Expenditures. See Appendix for a reconciliation to Net Cash Provided by Operating Activities. $M $M $M $M

Q4 Results Highlights Three Months Ended November 30, 2020 and 2021 Direct Profit Adjusted EBITDA Revenues $56.3 $108.8 $54.1 $104.9 $192.8 $166.8 Q4 2020 Q4 2021 Q4 2020 Q4 2021 Q4 2020 Q4 2021 Revenues grew by $26.0M Direct Profit decline of $3.9M Adjusted EBITDA decline of (16%) (4%) $2.2M (4%) Enterprise growth of $30.0M, Enterprise growth of $2.6M offset by Higher Enterprise Direct Profit and partially offset by a decrease in a Carrier decline of $6.5M improved Controllable Costs offset Carrier of $4.0M by lower Carrier Direct Profit Excluding CDMA & Legacy, Direct Excluding CDMA & Legacy, Carrier Profit grew by $1.3M (1%) to Revenues grew by $1.9M (2%) $99.1M 8 $M $M $M

Q4 Enterprise Revenues Three Months Ended November 30, 2020 and 2021 $89.3 Enterprise revenues grew by $30.0M (50%) $8.2 § Global Messaging revenues grew by $27.7M, primarily due to A2P volume expansion, including 10DLC growth § 10DLC pass-through fees were $22.0M compared to zero in $59.3 the prior year $5.9 § Enterprise revenues grew by $8.0M, 13% YoY, from $59.3M to $67.3M, excluding incremental 10DLC pass-through fees § CPaaS Solutions revenues increased $2.3M primarily due to $81.1 volume expansion from existing customers $53.4 Q4 2020 Q4 2021 Global Messaging Services CPaaS 9 $M

Q4 Carrier Revenues Three Months Ended November 30, 2020 and 2021 $107.5 $103.5 Carrier revenues declined by $4.0M (4%) $27.1 § Excluding CDMA and Legacy, Carrier grew $1.9M, from $95.2M $32.5 to $97.1M § Messaging Solutions increased $5.4M due to the ongoing benefit from new routes in APAC $33.2 § Outsourced Carrier Solutions decreased $0.5M with strong $32.7 growth in message monetization, offset by CDMA & Legacy runoff § Global Network Services decreased $8.9M, driven by CDMA & Legacy runoff and reductions in contractual IPX and signaling $47.2 minimums $38.3 CDMA and Legacy revenues refer to revenues for end-of-life products driven by legacy protocols and technologies that are in Q4 2020 Q4 2021 the stage of sunset and forecasted to decrease substantially as a Messaging Solutions result. Outsourced Carrier Solutions Global Network Services 10 $M

Q4 Direct Profit Three Months Ended November 30, 2020 and 2021 $108.8 $104.9 Q4 2021 direct profit declined by $3.9M (4%) $20.3 § Enterprise growth of $2.6M offset by Carrier decline of $6.5M $22.9 § $5.2M of Carrier decline relates to CDMA & Legacy § Excluding CDMA & Legacy, Direct Profit grew by $1.3M (1%) to $99.1M Direct Profit is calculated as Revenues less direct Variable Costs of Operations (Direct Costs). Direct Costs include MT fees, $88.5 revenue share, data processing, short code and other direct costs. $82.0 See Appendix for reconciliation to Gross Profit. Q4 2020 Q4 2021 Carrier Enterprise 11 $M

Q4 Controllable Costs Three Months Ended November 30, 2020 and 2021 1 Total Controllable Costs Transformation Benefits $121.2 $52.5 $50.8 $105.0 $56.5 $28.4 $26.6 $48.0 $16.2 $64.7 $57.0 $24.1 $24.2 $8.5 Completed Actions in Total Q4 2020 Q4 2021 Actions Progress Adjusted SG&A Fixed COGS Labor Costs 3rd Party Costs Controllable Costs declined $1.7M Transformation Program § Fixed COGS decreased $1.8M§ Cost savings from completed actions grew by $9.0M QoQ to $105.0M § Transformation Program driven reductions in headcount and corporate facility costs§ Total savings from all actions now expected to be $121.2M § Adjusted SG&A costs unchanged from the prior year § Transformation Program driven savings in headcount and related costs offset by investments related to public company readiness 1. See Appendix for a reconciliation of Controllable Costs to Operating Expenses. 12 $M $M

Free Cash Flow & CAPEX Twelve Months Ended November 30, 2020 and 2021 Free Cash Flow Capital Expenditures $49.2 $47.0 $29.1 $210.4 $24.0 $203.7 $13.7 $7.1 $20.3 $18.6 $(49.2) $(47.0) 2020A 2021 $(147.5) $(149.6) Corporate 2020A 2020A FCF 2021 2021 FCF New Products & Enhancements Unlevered Cash From Operations CAPEX Interest Capacity & Infrastructure Continued strong unlevered cash flow CAPEX generation § CAPEX includes accelerated investment to develop our new, leading edge, cloud native and hyper- § Unlevered cash from operations of $203.7M for FY scalable next generation messaging platform 2021 § Excluding cash interest, $156.7M free cash flow in FY 2021 13 $M $M

1 2022 Guidance Revenue Guidance Direct Profit Guidance Adjusted EBITDA Guidance $485 $245 $875 Mid-Point Mid-Point $480 Mid-Point $858 (+10%) $475 $240 (+2%) $840 $235 $480 $236 $780 2 2 2 Prior Forecast New Guidance Prior Forecast New Guidance Prior Forecast New Guidance 1. See “Legal Disclaimer – Forward-Looking Statements.” 2. See the Investor Presentation filed by MBAC with the SEC on August 16, 2021. 14 $M $M $M

Appendices

Revenues by Business Unit – Actual and Proforma Revenues - Actual $207.9 $192.8 $182.3 $171.9 $169.8 $166.8 $160.2 $155.6 $160.0 $49.4 $102.6 $89.3 $52.6 $62.7 $59.3 $49.8 $47.4 $56.7 $132.9 $117.1 $108.2 $110.2 $107.5 $109.3 $103.5 $105.3 $103.5 Q4 2019 Q1 2020 Q2 2020 Q3 2020 Q4 2020 Q1 2021 Q2 2021 Q3 2021 Q4 2021 Carrier Enterprise Revenues - Proforma $211.8 $196.8 $182.3 $177.6 $170.2 $170.4 $175.3 $165.0 $165.9 $49.4 $102.6 $89.3 $52.6 $62.7 $59.3 $49.8 $47.4 $56.7 $132.9 $117.1 $108.2 $110.2 $109.3 $107.5 $103.5 $105.3 $103.5 Q4 2019 Q1 2020 Q2 2020 Q3 2020 Q4 2020 Q1 2021 Q2 2021 Q3 2021 Q4 2021 Carrier Enterprise COVID 16 $M $M

Adjusted EBITDA – Actual and Pro Forma Adjusted EBITDA - Actual $62.2 $60.5 $56.3 $54.8 $54.1 $50.5 $48.3 $47.9 $47.3 Q4 2019 Q1 2020 Q2 2020 Q3 2020 Q4 2020 Q1 2021 Q2 2021 Q3 2021 Q4 2021 Adjusted EBITDA - Proforma $64.2 $63.5 $58.7 $57.9 $55.7 $55.2 $52.6 $53.7 $62.2 $60.5 $56.3 $54.8 $54.1 $50.5 $48.3 $47.9 $47.3 Q4 2019 Q1 2020 Q2 2020 Q3 2020 Q4 2020 Q1 2021 Q2 2021 Q3 2021 Q4 2021 Adjusted EBITDA COVID 17 $M $M

Direct Profit – Actual Direct Profit - Actual $121.5 $115.7 $114.8 $109.3 $108.2 $108.8 $14.5 $101.7 $101.2 $104.9 $15.7 $16.2 $16.8 $20.3 $34.5 $22.9 $19.6 $19.0 $107.0 $100.0 $93.1 $91.4 $88.5 $82.1 $82.2 $80.3 $82.0 Q4 2019 Q1 2020 Q2 2020 Q3 2020 Q4 2020 Q1 2021 Q2 2021 Q3 2021 Q4 2021 Carrier Enterprise 18 $M

Reconciliation of Net Loss to Adjusted EBITDA and Free Cash Flow Three and Twelve Months Ended November 30, 2021 and 2020 (in millions) Q4 2019 Q1 2020 Q2 2020 Q3 2020 Q4 2020 2020A Q1 2021 Q2 2021 Q3 2021 Q4 2021 FY 2021 Reconciliation to Adjusted EBITDA Net (loss) income $ (28.4) $ (45.1) $ (17.8) $ (55.9) $ (24.7) $ (143.5) $ (29.5) $ (28.2) $ (3.8) $ 1 2.1 $ (49.4) Other expense, net 4 4.5 4 0.8 4 3.9 48.7 4 1.7 1 75.1 42.6 4 3.1 3 6.8 4 0.5 163.0 Provision for (benefit from) income taxes 0.8 2 1.1 (14.7) 1.0 (2.2) 5.2 - 2.7 2.5 (20.0) (14.8) Depreciation and amortization 3 1.2 2 9.3 2 5.9 28.5 2 7.0 1 10.7 22.3 2 0.2 1 8.1 1 7.6 78.2 Restructuring 6.0 0.1 2.6 15.9 5.3 2 3.9 1.1 1.3 1.6 (0.2) 3.8 Non-cash stock-based compensation 3.3 3.0 2.3 7.2 1.5 1 4.0 1.6 2.8 2.6 2.6 9.6 Other expenses 4.0 4.9 4.9 4.3 7.0 2 1.1 8.4 5.6 2.0 0.8 16.8 Consulting fee and related expenses 0.8 0.8 0.8 0.8 0.7 3.1 0.8 0.8 0.7 0.7 3.0 Adjusted EBITDA $ 6 2.2 $ 5 4.8 $ 4 7.9 $ 50.5 $ 5 6.3 $ 2 09.6 $ 47.3 $ 4 8.3 $ 6 0.5 $ 5 4.1 $ 210.2 2020A FY 2021 Reconciliation to Free Cash Flow Net cash provided by operating activities $ 62,853 $ 54,069 Capital expenditures (49,158) (46,929) Free Cash Flow $ 1 3,695 $ 7 ,140 19

Reconciliation of Gross Profit to Direct Profit Three and Twelve Months Ended November 30, 2021 and 2020 (in millions) Q4 2019 Q1 2020 Q2 2020 Q3 2020 Q4 2020 2020A Q1 2021 Q2 2021 Q3 2021 Q4 2021 FY 2021 Revenues $ 181.1 $ 1 69.8 $ 1 55.6 $ 160.0 $ 1 66.8 $ 6 52.2 $ 160.2 $ 1 71.9 $ 2 07.9 $ 1 92.8 $ 732.8 Cost of operations (90.8) (85.1) (76.9) (81.5) (86.5) (330.0) (86.6) (97.9) (120.6) (114.6) (419.7) Gross profit 90.3 84.7 78.7 78.5 80.3 322.2 73.6 74.0 87.3 78.2 313.1 Headcount and related costs 12.0 11.6 12.3 12.9 11.3 48.1 11.2 11.1 11.6 11.3 45.2 Hosting and support costs 8.8 9.5 8.3 7.3 7.7 32.8 7.4 6.9 6.9 7.0 28.2 Network costs 8.2 8.0 8.4 8.1 8.1 32.6 8.1 8.1 7.7 7.0 30.9 Other operating related costs 2.2 1.9 1.6 1.4 1.4 6.3 1.4 1.2 1.2 1.4 5.2 Total Fixed Cost of operations 31.2 31.0 30.6 29.7 28.5 119.8 28.1 27.3 27.5 26.8 109.7 Direct profit $ 121.5 $ 115.7 $ 109.3 $ 108.2 $ 108.8 $ 442.0 $ 101.7 $ 101.2 $ 114.8 $ 104.9 $ 422.6 20

Reconciliation of Operating Expenses to Controllable Costs Three and Twelve Months Ended November 30, 2021 and 2020 (in millions) Q4 2020 Q4 2021 Reconciliation to Controllable Costs Total Costs and expenses $ 152.0 $ 160.1 Restructuring expense (5.3) 0.2 Depreciation and amortization (27.0) (17.6) Variable costs (58.0) (87.8) Non-cash stock-based compensation (1.5) (2.6) Other expenses (7.1) (0.8) Consulting fee and related expenses (0.6) (0.7) Total Controllable Costs $ 5 2.5 $ 5 0.8 21

EX-99.3

Exhibit 99.3

Q4 21 Results and Investor Briefing

January 18, 2022 08:00 EST

1

Slides 1 and 2- Greeting: Stanley Martinez

Thanks, and hello to everyone. I’m Stanley Martinez, Syniverse’s VP of Investor Relations and I’m joined by our CEO Andrew Davies and our CFO Simeon Irvine. Welcome along to this webcast to share with you our preliminary, unaudited financial results for the fiscal fourth quarter and full fiscal year of 2021.

Earlier today, we posted a business update containing revenue highlights associated with those results for the fiscal quarter and full year periods ending November 30, 2021, on Business Wire and to our Agent’s portal for our First and Second Lien lenders. We concurrently posted a Presentation which we will use as a basis for guiding today’s prepared remarks into that portal, and it will also be posted on M3 Brigade Acquisition II Corporation’s investor relations website, and once it launches on our new investor relations website, investors.syniverse.com.

Beginning this quarter and in the interest of conforming our disclosures more closely to those of publicly listed peers in the Communications Platform as a Service or CPaaS segment, we have retitled “Direct Margin” or Revenue less variable cost of operations, as “Direct Profit.” This is only a change in naming so there’s no change to prior period calculations of Direct Margin. Page 18 of today’s presentation shows Direct Profit for the past nine quarters and there’s a reconciliation on page 20 between Gross Profit and Direct Profit for each period.

Now before we kick-off, you should also go check out our Legal Disclaimer on slides two and three. They state that some of our comments today contain forward-looking statements as defined under the Private Securities Litigation Reform Act of 1995. As such, they’re subject to risks and uncertainties described in our proxy filing with the SEC. Results could differ materially. Additional information on these and other risks are available in our financial data rooms for our credit investors and on MBAC’s IR website.

Andrew, over to you now to provide a business overview.

2

Slide 4- Andrew Davies- Business update

Thanks Stanley, Good morning etc., and thanks for joining us on today’s webcast.

Now for those of you who may be less familiar with Syniverse, we’re a company at the center of the global mobile ecosystem. At Syniverse, we “synthesize” or bring together the “universe” of global mobile networks and Enterprises. We enable mobile devices, data traffic and messages between carriers and between enterprises and carriers to flow seamlessly and securely at global scale. Syniverse enables mobile interoperability and allows breadth of connectivity with quality and security.

The mechanics of how mobile devices communicate across hundreds of separately managed, localized networks is a complex web of authorization, billing, authentication, and verification. Syniverse “makes mobile work” by simplifying that process through our proprietary translation protocols. And our software helps enable mobile interoperability between those networks. We have also built and perfected the world’s largest, directly connected Internetwork Packet Exchange or IPX network or “global superhighway” for voice and data traffic connecting mobile operators and messaging platforms. Our IPX routes a significant proportion of the world’s messaging traffic. That’s why Syniverse, is also “the world’s most connected company.”

No other company provides the combination of software and connectivity that powers the global mobile ecosystem’s operations, innovation, and cash flow.

Our connectivity and interoperability are critical to powering twin secular trends driving our growth. The evolution from 4G standards to standalone 5G networks is expediting the adoption of new services such as evolved mobility, private networks, advanced blockchain solutions for Clearing and Settlement, and Rich Communication Services, or RCS. These are each white space opportunities for Syniverse where our IPX network, breadth of distribution and our interoperability, all done at global scale and five nines quality give us a unique right to win.

3

Likewise, as consumers and businesses migrate from web and email communication toward messaging, Syniverse has an unrivaled reach of direct connections into over 500 carrier worldwide and the proprietary translation protocols to help our Enterprise & Carrier customers deliver the scale of mobile messages they require, with unrivaled quality, speed, capacity, and reliability.

The transition to 5G and to the next generation of mobile messaging features involving two-way communication, embedded video and transactions requires Carrier-grade, 5-9s quality all delivered at global scale. Simply put, that means, it needs Syniverse.

So, we’re well positioned to benefit from twin secular tailwinds from the transition from 4G to standalone 5G and the rise of messaging as the dominant form of mobile communications.

Our product launches are helping to power these trends. In Q4, we launched WhatsApp Business API on our Syniverse CPaaS Concierge to enhance customer engagement and brand awareness for enterprises who want to communicate with their customers over the WhatsApp platform. We’re helping our customers combine the immediacy and response rate of a messaging app like WhatsApp with the rich media content found elsewhere on the web, and we expect more APIs for other platforms throughout 2022.

4

Industry analysts are also recognizing our leadership on behalf of our customers. Kaleido Intelligence, which in Q3 named us the leading vendor for 5G roaming further identified us as the overall leader in mobile roaming during Q4. Gartner ranked us an industry leader in the “co-creation” model, which is where our Global Fortune 2000 customers are looking to us to enable their digital transformation to more messaging centric communications. And ROCCO, another industry research firm, named Syniverse a Tier One A2P or application to person messaging provider.

Our commitment to innovation sustains and propels that leadership and here’s a few examples. Today I can confirm that during the fourth quarter, a second Tier-1 North American Telecom Operator agreed to provision our “Evolved Mobility” or 3G to VoLTE roaming solution. The benefits to our Carrier customers are reduced 3G network op-ex and capex, protection of 3G roaming profit pools and more importantly, accelerating their 5G network rollout by repurposing 3G spectrum for 5G. In the fourth quarter we also saw an increasing number of customers take our Blockchain enabled clearing and settlement product or BCE. Evolved Mobility and BCE are just two examples of a solution only Syniverse can provide its Carrier customers. As with other standards, there can be network effects as more customers recognize the increased savings and monetization these solutions provide which means that customers who use these services on our network make our network even more valuable to other customers.

As Simeon will elaborate on in a few moments, we grew revenue 12% in FY21, met our full year adjusted EBITDA target of $210M and we’ve adopted FY 22 guidance for Revenue, Direct Profit and Adjusted EBITDA with the mid-point at or above our prior targets.

So we’re ready to meet the opportunity public ownership gives us to better serve our customers, and in so doing create long-term, sustainable value for our future shareholders. Along the way, I could not be prouder of each one of my +1,500 fellow Syniversians worldwide. We know that the mobile ecosystem doesn’t interoperate between hundreds of disparate networks and protocols or orchestrate between messaging platforms all on its own as if by magic - we make it happen.

5

We make it happen not only through our connectivity and software that enables the future of mobile communication, but also in our dedication to serve our customers and our communities worldwide. Thank you for your service to them and to each other this past quarter and throughout 2021.

My commitment and my team’s commitment to our future Syniverse shareholders is for sound stewardship and continued growth as the “world’s most connected company.” We’ll work to earn the trust of our public shareholders, just as we have for our customers daily for the past 35 years.

Over to you Simeon to walk through the Q4 financial results.

6

Slide 7 - Simeon Irvine - FY Results highlights

Thank you, Andrew, and thank you all for joining us on the call. I’m starting on slide 7 with our full-year results.

As Andrew has already noted, we met our EBITDA target and comfortably beat our revenue target for fiscal 2021.

2021 was the year we transitioned back to sustainable revenue growth – we grew by $81M, 12%. This was our fastest rate of revenue growth since 2013. Our group results are underpinned by our Enterprise segment, which I’ll discuss later in more detail.

And importantly, we have stabilized our Carrier business with Revenues excluding CDMA & Legacy products for the full year of $395 million.

Our Enterprise business continues to grow at a faster rate than our Carrier business and represented 42% of our Revenue for the year just ended compared to 32% in the prior year

Direct Profit of $422M was lower by approximately $19M, 4% from the full-year 2020. Our results for Direct Profit clearly illustrate our mix shift to Enterprise from Carrier, as Enterprise Direct Profit increased by over $27M for the full year offset by a $47M decrease from Carrier.

Excluding CDM&A Legacy, Direct Profit was stable at $398M.

7

As I’ve said on previous calls, we expect that mix shift in percentage terms to continue as we grow in messaging businesses containing message termination or MT fees and as our CDMA and legacy products continue to roll off. However, as our Enterprise Direct Profit grows and with the stabilization and then growth of our Carrier Direct Profit as 5G revenue comes online, we expect growth in absolute Direct Profit dollars during FY 22, as our guidance implies.

Adjusted EBITDA was higher by $1M for the full year despite the Direct Profit mix shift from higher margin Carrier to lower margin, but higher growth, Enterprise. By being focused and disciplined we minimized controllable costs, enabling us to successfully offset the Direct Profit mix shift while simultaneously securing the benefits of our transformation program, self-funding Enterprise growth and investing to support our transition back to public ownership.

Free Cash Flow was positive for the second year in a row, at $7.1M for the full year, significantly above internal expectations, as we continued to rigorously manage our working capital. Free Cash Flow is important to us because it enables us to invest in growth and to spin our flywheel of innovation and scale ever faster. Although we will not be providing a 2022 forecast for Free Cash Flow on this call, we intend to provide an outlook once we have more visibility on our run-rate interest expenses following the completion of our debt refinancing. I will say that we expect to have a significantly lower annual cash interest expense, even allowing for dividends on the preferred stock, because of both a lower gross debt and more favorable term loan pricing.

8

Slide 8 - Simeon Irvine – Q4 Results Highlights

Slide 8 shows highlights from our fourth quarter execution in more detail.

Revenue grew by $26M, 16% during the period; in-line with our previously stated CAGR through 2025. The Enterprise segment comprised 46% of total revenue, compared to 36% for the fourth quarter of 2020, evidencing our ongoing transformation from a roaming business to a messaging centric business, with the higher growth similar to that which has supported multiple expansion for our public peers in the market.

Carrier Revenues excluding CDMA & Legacy products grew by $2M or 2% to $97M.

Direct Profit decreased by $3.9M, 4% with growth from Enterprise being more than offset by declines in Carrier which in turn were largely due to declines in CDMA & Legacy.

Excluding CDMA & Legacy, Direct Profit grew by $1.3M, 1%.

Adjusted EBITDA was lower by $2M, 4% during the fourth quarter, with a reduction in Controllable Costs partially offsetting the decline in Direct Profit.

9

Slide 9- Simeon Irvine- Enterprise revenues

Turning now to slide 9, Enterprise Revenues increased during the fourth quarter by $30 million year-over-year, 50%, to $89.3 million from $59.3 million in 2020. We believe that this level of growth represents a more normalized trajectory as the third quarter reflected above average wholesale volumes.

Global Messaging Services revenue increased by 52% or $28M, driven by increased A2P volumes and new business in 10-digit long code, or 10DLC. As mentioned during our third quarter call, midway through the year a Tier One North American operator began imposing termination fees on 10DLC traffic, which we have passed through to our customers. Excluding these pass-through fees of $22M, Enterprise revenue grew $8M, or 13%, to $67.3M.

CPaaS revenue increased 39% mainly from expansion among existing customers. We’re continuing to find enterprises across the globe are keen to engage with their customers more meaningfully via mobile messaging. Our omni-channel CPaaS solutions allow for this enhanced engagement by providing our customers digital experiences over a range of message distribution channels.

These YoY growth rates in our two Enterprise product groups at 52% and 39%, respectively, are at or in line with industry growth trends and are above or in line respectively with our expected medium term growth rates in these lines of business.

10

Slide 10- Simeon Irvine- Carrier revenues

Turning now to the Carrier segment on slide 10.

Although Carrier revenues declined during the fourth quarter by $4M, 4%, to $103.5M, they grew by 2%, to $97.1M from $95.2M in the prior year period, excluding the run-off of CDMA and Legacy revenues.

Messaging Services revenues increased by $5.4M, 20%, from the prior year period reflecting the continuing benefit from the new carrier routes in the Asia Pacific region that I have highlighted previously.

In Outsourced Carrier Solutions strong growth in message monetization was more than offset by declines in CDMA & Legacy resulting in a decrease of $0.5M, 2%.

Global Network Services revenues decreased $8.9M from the prior year. In addition to a substantial decrease in CDMA & Legacy revenues, that we expected, as mentioned previously, ongoing international travel restrictions during the majority of Q4 constrained IPX and signaling volumes and resulting revenue. A return to revenue growth for these products is dependent on a reopening of international travel corridors most especially in the Asia Pacific region but also for the trans-Atlantic routes.

We remain confident in our Carrier segment’s rebound. Solutions such as BCE already contributed to our Q4 results and this together with 5G driven white space opportunities from products such as Evolved Mobility will contribute even more so in future quarters. We expect that this growth will be supplemented by a rebound in our Global Network Services and Outsourced Carrier Solutions businesses as roaming, especially transatlantic and trans-Asia Pacific, returns to pre-COVID levels.

11

Slide 11- Simeon Irvine- Direct Profit

Moving along to Direct Profit, slide 11 shows that our Direct Profit decreased $3.9M, 4%, from the prior year with a growth in Enterprise of $2.6M more than offset by the decline in Carrier of $6.5M. The decline in Carrier is almost entirely attributable to reductions in CDMA & Legacy.

Excluding the run-off of CDMA & Legacy products, Direct Profit grew by $1.3 million to $99.1 million

Direct Profit in Q4 again reflected the ongoing mix shift from Carrier to Enterprise that I addressed in our last two quarterly calls and, more thematically, it reflects an increased mix of lower percentage margin revenue streams containing MT fees in both Carrier and Enterprise. We expect these mix driven changes in Direct Profit to persist as Revenues containing MT fees grow faster than revenue streams without these costs. However, as our Fixed COGS are inherently highly scalable and we have a demonstrable track record on constraining our Adjusted SG&A costs we focus on managing the businesses based on Direct Profit generation.

12

Slide 12- Simeon Irvine - Controllable Costs

Turning to slide 12, our diligent focus on cost optimization and process reengineering delivered a net $2M decrease in controllable costs. With Transformation related savings more than offsetting increases to drive operational quality and to support the move to the public markets.

Fixed cost of goods sold was the primary driver of the nearly $2M decrease in controllable costs, while Adjusted SG&A remained relatively flat from the prior year period.

Operational costs benefited from both continued progress on transformation initiatives and the benefit of similar actions completed in prior quarters. We reinvested a portion of the savings to enhance service quality. While headcount related costs continued to benefit from previous transformation actions these savings were offset by investments in additional capabilities to support the move back into the public domain. We have now lapped the benefit of the majority of our headcount reductions that were made under the transformation program since early 2020. Discretionary costs increased as travel became more frequent before the onset of new restrictions in our new fiscal year driven by the spread of the Omicrom variant.

Looking to our new fiscal year, we will be accruing for cash based employee incentive plans for the first time since 2019. and this will contribute to an expected year-on -year increase in Controllable Costs.

The right-hand side of the slide shows an update on our transformation benefits, with a cumulative $121M in completed and actions in process. This remains largely unchanged from the third quarter call as we continue to focus on driving existing initiatives to completion. In Q4 we generated annualized savings of $9M. Looking to the future, you can also expect more discussion on new transformation benefits related to employee and customer experience which we will provide more color on in our first quarter 2022 call.

13

Slide 13- Simeon Irvine- Free Cash Flow

Next, on slide 13, I’ll discuss full-year free cash flow and capital expenditures.

As you can see on the slide, our cash flow profile continues to be positive, with over $7M of Free Cash Flow for the year, which was above internal expectations. Unlevered Free Cash Flow of over $204M is a decrease of $6.7M or 3%, from the prior year, driven by lower working capital generation as we consolidated the step change in our working capital posture that we took 12 months ago. Cash interest was $2.1M higher for the full year of 2021 compared to that in 2020.

Full-year CAPEX decreased by $2M from 2020. The $47M of CAPEX in 2021 includes an accelerated investment to develop our new, leading edge, cloud native and hyper-scalable next generation messaging platform on which we expect to launch live services during Q1, 2022.

As I previously mentioned, we expect to guide on ’22 FCF once we can precisely determine how much our run-rate interest expense will decrease and hence our FCF will increase.

14

Slide 14- Simeon Irvine- ’22 Guidance

Lastly, slide 14 shows our 2022 guidance.

We are encouraged by our 2021 results and the momentum we’re seeing in our business headed into 2022. Consequently, we are raising our full-year 2022 forecasts for both top and bottom-line. We now expect full-year 2022 Revenues to be in the range of $840M to $875M, representing an increase of approximately 10% at the mid-point. We also expect full-year Adjusted EBITDA to be $235M to $245M, representing an increase of approximately 2% at the mid-point.

Finally, we expect Direct Profit to be in the range of $475M to $485M, or $480M at the mid-point.

Implicit within these forecasts is an assumption of a continued improvement in roaming related volumes in our Carrier business driven by the gradual removal of restrictions to international travel during the first half of our fiscal 2022.

We are excited about our future and look forward to sharing progress toward our 2022 expectations on future quarterly conference calls as we progress towards public equity ownership.

That concludes our prepared remarks, so I’ll turn back to Stanley to lead our Q&A.

15

Q&A

Q1 Stanley: Thanks Simeon. First question is about the guidance increase. What’s giving confidence and visibility into the ’22 outlook, and the double digit increases in Revenue and Adjusted EBITDA?

Andrew: We’re benefitting from the twin secular trend growth tailwinds – mobile messaging and 5G – impacting communications in 2022. On the Enterprise side, the transition from email to messaging as the primary means of communication is here to stay and if anything accelerates as consumers adopt and businesses roll out their digital transformations. We’re even seeing Enterprises shift to mobile messaging as their primary platform for internal engagement with employees.

In our Carrier segment, the combination of our IPX network reach with interoperability solutions including patent protected automatic network recognition software makes our solutions a de-facto standard for this growing and innovative industry. There’s a strong pipeline for our solutions. I mentioned Evolved Mobility, which only Syniverse provides that improves Carrier deployment time on 5G networks while lowering network costs and does these while preserving profit pools from international 3G roaming. There’s robust interest in our Blockchain based billing platform that allows our customers to monetize 5G transactions and in our white label Private Network solution.

So, we’re feeling confident in our outlook and our innovations offer higher revenue, lower cost, faster time to market or all three value drivers to our customers in both segments. That’s underpinning our confidence in the double digit revenue CAGR.

Q2 Stanley: Ok, and although the Q4 and FY21 revenue and Adjusted EBITDA growth rates were within that double-digit long-term growth rate you mentioned, Simeon, it decelerated from Q321: Was that due to seasonality or to other factors?

16

Simeon: Thanks Stanley, a lot of the new growth products Andrew mentioned have inherently lumpy revenue contribution profiles, particularly in the early phases of their market adoption. It means that while we’re very confident in our organic, multi-year growth profile, the timing of those new contributions can vary from quarter to quarter. That’s partly because if one operator includes our technology in let’s say, BCE or Blockchain enabled charging for 5G use-cases, it’s likely other operators will follow suit as that becomes a de-factor standard and you get more reference design wins. That’s also one reason we’re giving annual guidance rather than quarterly guidance.

From a phasing standpoint, we called out during the Q321 call that the 30% growth, which was well above trend, was helped by wholesale messaging revenues emanating from Asia Pacific that are inherently more volatile. Q1 tends to be seasonally weaker but without giving discrete guidance, we feel we’re off to a solid start and that’s reflected in our FY 22 guidance as well.

Q3 Stanley: So, although there’s confidence in the long-term outlook, how should investors think about the pivot to growth, especially in the Carrier segment?

Andrew: Great question. Well, we faced three major headwinds, and all of them are abating or have abated. First, revenues from legacy products like picture mail and legacy technology such as CDMA were a large portion of our revenue structure but are now de-minimis and we expect that the CDMA revenues will disappear completely by early 2023. Second, we were impacted by changes in regulation that deflated Carrier profit pools in roaming especially in Europe and Asia. Third, as we began emerging from these regulatory and technology headwinds, Covid-19 affected roaming volumes especially on a Transatlantic and cross Asia-Pacific basis. We estimated almost a $30 Million effect on 2020 FY revenues and another $20 Million on 2021 FY revenues.

17

2022 is the year those headwinds shift to tailwinds. In simple maths the 5% mid-term revenue CAGR breaks into approximately 1% from the unwind of Covid-19 headwinds, 2% growth in 5G volumes and 2% from 5G use cases. Growth will come about from increasing our up-sell of products to existing customers. We already sell to 800+ Carriers worldwide but as we move to more MSA like than individual product pricing, there’s an opportunity for us to go up the stack and increase our multi-product penetration from customers, increase lifetime customer value and increase wallet share.

2021 showed our fastest rate of revenue growth since 2013 and we’re well above pre-COVID 2019 sales so the plan is working.

But given our relevance in the ecosystem, our IP is likely still under-monetized. There are other competitors in the market-place so the best way to monetize our IP is via increasing our sell-through, offering more for more innovation-wise, solving our customers pain points, and taking pricing on the back of that additional value we’re providing. That’s our game-plan for ’22 and beyond.

Q4 Stanley: What about the balance between revenue and profitability growth: Why is revenue growing faster than Adjusted EBITDA and Direct Profit and when does that start to renormalize?

Simeon: Stanley, the answer comes down to mix shift. Enterprise revenues which are growing quickly—a 27% CAGR through 2025 in our forecasts—contain message termination fees that are included in both revenue and cost while most of our Carrier segment does not have these. If you strip out the message termination or “MT” fees and look on a net basis, the two businesses look much more alike. This is one reason we use direct profit, a net rather than gross measure, to evaluate the performance of our segments. We manage the business much more on a $ based direct profit contribution than on a margin basis so we are confident that we will continue growing in $ terms at a double digit growth rate no matter the lower contribution percentage margins when measured on a gross basis. The percentage growth rate in dollars is more meaningful to us than the % margins and accounting constructs around gross revenue versus net profitability.

18

Q5 Stanley: And how significant was Twilio to that growth?

Andrew: Well, we disclosed Stanley, in the Proxy that Twilio was a $21.5M revenue customer in Fiscal ’20 and we expect that to grow to $200 million by fiscal ’25. That means Twilio “turbo-charges” our revenue growth but only accounts for 30% of it so the other 70% comes from everyone else and is pretty reasonably distributed.

Strategically, to evolve to the next generation of messaging takes breadth of distribution and five nines or 99.999% reliability or quality of service. Our IPX network helps ensure that Twilio’s customer engagement platform can continue to deliver the quality and reliability necessary to move to more advanced forms of messaging particularly those involving AI capabilities and imbedded video. By working with us, they gain assurance around the distribution of messaging traffic. We think we help future proof quality assurance on their growing messaging volumes by giving them confidence in the supply & distribution of their messaging capability.

From a valuation standpoint, the Twilio agreement, with additional commitments to us triggered upon close of the merger with MBAC, accelerates our pivot to a messaging centric company. In Q421, Enterprise which includes our enterprise messaging services comprised nearly 46% of our Group Revenue. We previously expected that cross-over from Carrier to Enterprise becoming our largest revenue business to occur in 2024 and when it comes as it surely will do, it will be very interesting from a valuation standpoint because we will then be more like a pure CPaaS company which commands significantly higher multiples compared to the 12.1x multiple of adjusted EBITDA implied in our SPAC merger valuation

19

Q6 Stanley: Some investors have asked us, what happens at the end of the three year agreement with Twilio? Could they ever try to leverage their added scale to get their own direct connections with Carriers?

Andrew: Overall, it is not easy to obtain a direct connection. Carriers are very selective about who they permit to connect to their networks. Our reputation with them as THE trusted intermediatory in the mobile ecosystem – a position we’ve built over three decades means that we are in a much better position to obtain and retain direct connections than many other players in the CPaaS ecosystem providing them.

We see this partnership with Twilio as the beginning of a long-term arrangement. Twilio has already been a customer for approaching roughly eight years and we both believe the future of mobile communications lies in messaging: The most valuable space on your mobile phone is the messaging app from a perspective of response rate, immediacy, and engagement. Jeff Lawson at Twilio has repeatedly said that and we agree.

In addition to our North American operations, Syniverse has direct connections in international markets, especially in Europe and Asia Pacific. Twilio is also growing rapidly outside the US and at the right time for both sides, we’d welcome extending our agreement with them to cover geographies outside North America. Our forecasts for 2022-2025 are based purely on serving their A2P and 10DLC volumes in North America so there could be upside to our forecasts, but we and Twilio are keen to begin a deeper engagement with them as strategic investors in us.

Q7 Stanley: Unlike many equity raises, the primary use of free cash flow for Syniverse will be deleveraging? Why not invest the new capital to fuel faster top-line growth?

20

Simeon: We’ll do both at the same time! Our plans envisage capex to be maintained at approximately 7% of revenues, so, compounded with our revenue growth, this translates to about 70% growth in $ terms from 2021 to 2025.

Under the current capital structure interest expense amounts to approximately $140M per annum. We will use the merger proceeds and the concurrent equity contributions to delever to 3.7x Net Debt/ Adjusted EBITDA at closing, significantly reducing our cash interest burden. Thereafter, we’ll direct surplus cash flows to further delever and of course, by continuing to reduce debt, we will further reduce interest expense and drive further growth in free cash flow.

Post-closing, we will use a portion of our free cash flow to invest in growth and innovation. More investment in innovation leads to more opportunities and enables us to and lets us spin our flywheel of investment, innovation, and scale even faster.

Andrew: Let me build on some of Simeon’s answer there, Stanley. From a shareholder value creation standpoint, deleveraging gives another path to value creation. Starting out, we’re a leveraged GARP or “Growth at a reasonable price” equity. We have a lower multiple than the S&P 500 but over triple the growth in Revenue or Adjusted EBITDA per share. I get that too, we’re a new again company to the public equity markets. I do know that value should follow earnings growth over the long term as so our shareholders can win first from that organic earnings growth at the 15% CAGR to 2025 we’ve discussed, driven by the twin tailwinds from 5G and messaging

They win again via earnings mix, as our Revenue, Direct Profit and Adjusted EBITDA skews more towards our Enterprise segment where publicly listed Communications Platform as a Service or CPaaS peers carry higher valuation multiples.

21

Then, both shareholders and credit investors both win as we deleverage from 3.7x at merger close to 2.0x by YE 2024 and mechanically accrue value to equity.

Few de-SPACs have our financial scale and profitability with over $850 Million revenue and a projected $240 Million Adjusted EBITDA in 2022, or a critical role in their industry’s value chain as we have, underpinned by a 35 year track record of innovation.

Based on profitability, we expect to generate a high proportion of the Communications Platform as a Service sector’s Adjusted EBITDA in 2022. I expect that when we guide to Free Cash Flow in Q122, we will generate more free cash than is expected from the rest of the CPaaS sector combined.

So, for investors looking for a GARP way to participate in 5G and the messaging revolution, welcome to Syniverse.

Q8 Stanley: Great stuff. Andrew, Simeon, what would you like investors to know about Syniverse as a prospective equity investment?

Andrew: Yep, there’s a couple of other points there, Stanley. We’re a high quality and globally diverse business offering mission critical connectivity and interoperability in the mobile ecosystem. We have twin secular tailwinds at our back: As 4G evolves to 5G standalone and Enterprises accelerate their digital transformation around mobile messaging, we win. Shareholders win as our profit scales and as our incremental margin dollars skews towards a higher proportion from higher multiple CPaaS. Deleveraging will sling-shot our FCF especially from ’23 onward as we reinvest our saved interest expense back into investment in innovation and growth that spins our flywheel even faster.

Stanley: Thanks Andrew and Simeon, and thanks to investors for listening into today’s call. Check out investors.syniverse.com for more frequently asked questions about us or send an SMS to 8136141070 to meet with a member of the Syniverse IR team. Thanks for tuning in, and good-bye from Tampa.

22