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To opt-in for investor email alerts, please enter your email address in the field below and select at least one alert option. 3 Since IPO + Additional Upside: Romeo valuation does not include BWA JV revenue opportunity Years After IPO T+3 T+4 T+5 Wall Street Estimates 2013E 2014E 2015E Revenue $ 1,846 $ 2,153 $ 2,717 EBITDA $ 196 $ 286 $ 436 % Margin 11 % 13 % 16 % EV / Revenue 0.8 x 0.7 x 0.6 x EV / EBITDA 7.9 x 5.4 x 3.6 x Years After De - SPAC T+3 T+4 T+5 Mgmt Projections 2023E 2024E 2025E Revenue $ 1,414 $ 3,226 $ 5,640 EBITDA ($ 66) $ 213 $ 666 % Margin NM 7 % 12 % EV / Revenue 2.4 x 1.0 x 0.6 x EV / EBITDA NM 15.6 x 5.0 x Attractive valuation 3Y Forward Revenue Multiple Current 5.4 x At Deal 2.4 x $ 0 $ 40 $ 80 $ 120 0.0 x 5.0 x 10.0 x 15.0 x Mar-20 Apr-20 May-20 Jun-20 Jul-20 Aug-20 Sep-20 Nikola Share Price EV / Revenue Share Price EV / Revenue EV / Revenue At Deal Median EV / Revenue 5.4 x 9.7 x 2.4 x, 46 25.7x 5.4x 2.5x 7.7x 6.5x 4.8x '22E '23E '24E '22E '23E '24E Valuation Benchmarking Enterprise Value / Revenue Enterprise Value / Revenue 11.1x 2.4x 1.0x 2.5x 0.8x 0.7x 3.2x 1.1x 0.5x 0.6x 0.3x 0.2x 5.6x 2.2x 1.3x NM NM 237.2x '22E '23E '24E '12E '13E '14E '22E '23E '24E '22E '23E '24E '22E '23E '24E '22E '23E '24E Hyliion at Deal Lordstown at Deal Tesla at IPO Nikola at Deal Romeo Power Sources: Company materials, Capital IQ as of September 30, 2020 1 Truck Component Companies assumes median of Cummins , Allison, Meritor and Dana. The communication of this presentation is restricted by law; it is not intended for di str ibution to, or use by any person in, any jurisdiction where such distribution or use would be contrary to local law or regulation. Romeo Power is still a fairly new company having only been founded in 2016. The vote date for the merger. Q2 Earnings Call Presentation, 8-8-22 Form Romeo will contribute initial capital for the facility in return for a 30% share of net profits Romeo Partnership with Heritage Brings 500 Vehicle Conversion Opportunity and Significant Profit Share Facility, 24 Experienced Leadership T eam Lionel Selwood, Jr Chief Executive Officer AK Srouji, PhD Chief Technology Officer Criswell Choi Chief Operations Officer Michael Patterson Founder and Chief Sales Officer Lauren Webb Chief Financial Officer, Romeo Power Overview Validated Technology & Products Section 1, 26 Engineering Overview Strong team with relevant combined experience across key engineering disciplines Romeo Engineering Overview Select Professional Experience Representative Product Launch Experience of Romeo Engineering Team Apache Helicopter SpaceX Dragon Rocket Tesla Roadster Tesla Model S Tesla Model X Faraday Future FF91 Fiat 500e Porsche Cayenne Hybrid 60+ battery - specific engineers Deep knowledge experts team across all core engineering disciplines including electrical, thermal, chemical, mechanical, electrochemistry Team members experienced with multiple prolific vehicle launches Combining automotive, space, and aviation tech to create the most advanced battery systems for electric vehicles 7 GWh - capable, fully functional manufacturing and R&D center located in Los Angeles, California, 27 Technology Overview Romeos batteries use a modular design and best - in - class components Cell procurement is a carefully guided process with rigorous testing and validation processes to ensure only the best cells are selected Romeos packs and modules are cell - agnostic, allowing the company to use only the best for each application, and adapt and change as new cells come to market Cell Science Flexible and customizable design acts as a building block which allows for custom packs without needing months / years of additional R&D for each prototype Modules are designed to meet the highest safety standards and have undergone extensive testing and broad - based customer validation, both at the individual pack and module level Module Technology Mechanical pack design addresses key requirements from durability and crashworthiness to manufacturability, serviceability, and recyclability Flexible design allows the company to reach significant scale and a broad range of customer needs without incurring significant additional costs and overhead Pack Technology Battery management system serves as complete solution for monitoring and control Romeos BMS are built on a highly configurable platform, allowing it to support a wide variety of architectures, and driving lower cost and a faster time to market when compared to peers BMS Developed by Romeo In - House 1 2 3 4 Exhaustive Testing In - House, 28 Cell Science & Technology Cell Supplier Selection Broad Spectrum of C ells and Chemistry for Multiple Applications 1 A highly selective process allows Romeo to use only the top - tier quality cells Multi - tiered Cell Validation Stage 1 Stage 2 Stage 3 Beginning of Life Electrical Characterization Welding Evaluation Reproducibility Evaluation Single Cell Safety Test Cycling / Calendar Aging Open Circuit Voltage Degradation Fast C harging Critical gating step for long - term commitments Over 200 Cells Tested from 10 Suppliers 10 Cells Qualified 6 Cells Qualified Only 4 Cells Ultimately Qualified Romeos extensive cell selection process allows the company to rigorously test hundreds of cells and choose only the best for each application, based on energy density, quality and safety standards Evaluation of long term behavior for specific application Identify parameters for battery management system Collect data to strengthen battery pack warranty Characterize and verify quality of supplier manufacturing processes Verify mature cell can pass Romeos stringent safety metrics Verify supplier claims, and evaluate state of chemistry Validate mechanical properties 0 200 400 600 800 1000 0 40 80 120 160 200 240 280 320 360 Energy Density (Wh/l) Specific Energy (Wh/kg) Moderate requirements Longest range, and longest life Fastest Charge High power low density, 29 Module Technology Flexible and efficient building block for configurable, scalable energy storage 2 Hermes Module Configurable and Scalable (x8 voltage variants) Integrated B attery M anagement Board High Performance, Integrated and Structural C ooling - plate Lightweight I solation Material Key Attributes Market - leading automotive building block with active high cooling performance 20 - 30% more energy density than same - size competitor packs 1 High stability and superior thermal management (<4 C Temp delta) Patented cold - plate technology allows for quick integration into Class 1 to Class 8 electric motors Electrical isolation protection achieved without compromising energy density or thermal performance Liquid active cooling within slimmest volume factor (7% of volume) No fire propagation during single or multiple cell failures 2hr baseline charge time for optimal life (20min, fast charge to 80%) Highest manufacturing rate at <100 ms per Cell 1 Management estimate, 30 Pack Technology Customers are willing to pay a premium for integrated products from their battery solution provider 3 Hermes Module Delivery Truck Step - Van Freight Bus / Shuttle Fire Truck Refuse Truck Passenger Truck High Performance EV Using 4 major cells, with 8 voltage variants and 6 different packs, Romeo is able to create 192 products utilizing the same module, manufacturing line, process and test sequence, allowing for high customizability and product expansion with ease 1 Representative only, non - exhaustive list of potential end markets or offerings. Neither RMGs nor Romeos independent auditors have studied, reviewed, compi led or performed any procedures with respect to the projections for the purpose of their inclusion in this presentation, and accordingly, neither of them expressed an opinion or provided any other form of assurance with respect ther eto for the purpose of this presentation. RMG and Romeo disclaim any duty to upd ate the information contained in this presentation. (Source: Investor Presentation) Romeo is an attractive bet for electric vehicle OEMs as it offers flexibility, production scalability, enhanced safety features, and an established recycling. The challenge that Romeo faces is one of supply and demand. CAREER PROFILE<br><br>Seasoned executive in the financial services industry with a passion for wealthtech and wealth creation for all. In order to compensate for these limitations, management presents a non - GAAP financial measure in connection with GAAP results. If you experience any issues with this process, please contact us for further assistance. You are cautioned not to place undue reliance upon any forward - looking statements. RMG and Romeo reserve the right to withdraw or amend for any reason any offering and to reject any Subscription Agreement for any reason. . Factors that may cause such differences include, but are not limited to: (1) RMGs ability to complete th e Business Combination or, if RMG does not complete the Business Combination, any other initial business combination; (2) satisfaction or waiver (if applicable) of the conditions to the Business Combination, including with respect to the approval of the stockholders of RMG; (3) the ability to maintain the listing of the combined companys securities on the New York Stock Exchange; (4) the inability to complete the PIPE investments; (5) the risk that the Business C ombination disrupts current plans and operations of RMG or Romeo as a result of the announcement and consummation of the transaction described herein; (6) the ability to recognize the anticipated benefits of the Business Comb ination, which may be affected by, among other things, competition, the ability of the combined company to grow and manage growth profitably, maintain relationships with customers and suppliers and retain its management a nd key employees; (7) costs related to the Business Combination; (8) changes in applicable laws or regulations and delays in obtaining, adverse conditions contained in, or the inability to obtain necessary regulatory approva ls required to complete the Business Combination; (9) the possibility that Romeo and RMG may be adversely affected by other economic, business, and/or competitive factors, including the COVID - 19 pandemic; (10) the outcome of any legal proceedings that may be instituted against RMG, Romeo or any of their respective directors or officers following the announcement of the Business Combination; (11) the failure to realize anticipated pro forma results and underlying assumptions, including with respect to estimated stockholder redemptions and purchase price and other adjustments; and (12) other risks and uncertainties indicated from time to time in the preliminary prox y statement of RMG related to the Business Combination, including those under Risk Factors therein, and other documents filed or to be filed with the Securities and Exchange Commission (SEC) by RMG. Larger Packs 1 MWh packs deliver the best BEV solution for long - haul 4. Securities, Business Combinations, SC149D: Statement of Ownership: Solicitation. No Offer or Solicitation This presentation shall not constitute a solicitation of a proxy, consent or authorization with respect to any securities or in respect of the Business Combination. Additional information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by se curity holders or otherwise, will be included in the proxy statement/prospectus and other relevant materials to be filed with the SEC regarding the Business Combination when they become available. Accordingly, there can be no assurance that the prospective results are indicative of future performance of RMG, Romeo or the combined company after the Business Co mbi nation or that actual results will not differ materially from those presented in the prospective financial information. Romeo has ~150 employees and more than 60 battery-specific engineers and a 113,000 square foot manufacturing facility in Los Angeles, California. 3 Binding provision with MOQ over five - year period MOU, Prototype and Development Contracts Production Contracts, 21 BorgWarner Inc. is a global tier 1 automotive supplier with world - class manufacturing, engineering and technology development expertise BWA has annual revenue of approximately $ 10Bn, over 60 manufacturing facilities globally and deep relationships across the global vehicle customer universe and supply chain BWA has a rapidly growing alternative propulsion portfolio including industry - leading power electronics and EV drivetrain components Strategic Joint Venture with BorgWarner Enables acceleration of Romeo growth and significantly de - risks production execution ~$8.0Bn 1 Market Cap ~29,000 Employees 67 Locations in 19 Countries ~6,430 Patents Customer Diversity (Sales) 37% 35% 17% 11% Europe Americas China Asia (ex. 4 AN OPPORTUNITY TO INVEST IN LEADING TECHNOLOGY POWERING THE COMMERCIAL VEHICLE ELECTRIFICATION REVOLUTION We are A Leader in Battery Technology with Industry Leading Hardware , Software and Thermal Management Attractive and Large Commercial Vehicle TAM World Class Partnerships and Strategic Players Fully Produced in North America Blue Chip Customer Base, 5 Transaction Summary Romeo and RMG combination to publicly list a dynamic, innovative battery technology company Romeo Team Proposed Transaction Overview Romeo Systems, Inc. (Romeo ) is an industry leader in the design and manufacturing of energy - dense lithium - ion ( Li - ion) battery packs and modules, focused on the electrification of commercial vehicles globally Romeo to combine with RMG Acquisition Corp. ( RMG, NYSE : RMG), a publicly listed special purpose acquisition company with ~$ 234mm cash held in trust 1 and a focus on disruptive technologies in the energy and industrial areas Robert Mancini, CEO, and Phil Kassin, President and COO, from RMG to join Romeo Board, adding their substantial business, financial, legal and public board experience to the governance and operations of the company Transaction reflects a $900mm pre - money equity valuation for Romeo, representing a highly attractive opportunity to invest in a leader in commercial vehicle electrification Romeo to receive ~$340mm cash at closing to fund its attractive growth opportunities 2 Romeo will use proceeds from the Transaction as growth capital primarily to fund expansion of production capacity; working capital to support increasing production demand; and substantial R&D activities devoted to developing the next generation of battery systems technology All - primary transactio n; existing Romeo shareholders, including management and strategic partner BorgWarner (BWA), are rolling virtually 100 % of their equity and collectively are expected to own 67% of the pro forma company at closing $1.3Bn post - money Equity Value $993mm Enterprise Value, with no material debt outstanding at closing Represents 1.3x EV / 2023E Revenue, a highly attractive entry multiple relative to peer group Robert Mancini Chief Executive Officer Lauren Webb Chief Financial Officer 1 As of July 31, 2020. EX-99.2 8 ea125677ex99-2_hennessy.htm INVESTOR PRESENTATION DATED AUGUST 2020 . Information on acquisition, funding, investors, and executives for Romeo Power.