425 1 tm2110955d30_425.htm 425

 

Filed by Spring Valley Acquisition Corp. pursuant to

Rule 425 under the Securities Act of 1933

and deemed filed pursuant to Rule 14a-12

under the Securities Exchange Act of 1934

Subject Company: Spring Valley Acquisition Corp.

Commission File No. 001-39736

 

The below presentation was used by Spring Valley Acquisition Corp. (“Spring Valley”) in presentations to certain interested parties with respect to Spring Valley’s previously disclosed proposed business combination with Dream Holdings, Inc.

 

 

 

 ™ AeroFarms Analyst Day | May 24, 2021

 

 

 

 Disclaimer Holdings, Inc. (“Dream”) and Spring Valley Acquisition Corp. (“Spring Valley”) and related transactions (the “Proposed Business Combination”) and for no other purpose. No representations or warranties, express or implied are given in, or in respect of, this Presentation. To the fullest extent permitted by law in no circumstances will Spring Valley, Dream or any of their respective subsidiaries, stockholders, affiliates, representatives, partners, directors, officers, employees, advisers or agents be responsible or liable for any direct, indirect or consequential loss or loss of profit arising from the use of this Presentation, its contents, its omissions, reliance on the information contained within it, or on opinions communicated in relation thereto or otherwise arising in connection therewith. Industry and market data used in this Presentation have been obtained from third-party industry publications and sources as well as from research reports prepared for other purposes. None of Spring Valley or Dream has independently verified the data obtained from these sources and cannot assure you of the data’s accuracy or completeness. This data is subject to change. In addition, this Presentation does not purport to be all-inclusive or to contain all of the information that may be required to make a full analysis of Dream or the Proposed Business Combination. Viewers of this Presentation should each make their own evaluation of Dream and of the relevance and adequacy of the information and should make such other investigations as they deem necessary. Forward-Looking Statements This document contains certain forward-looking statements within the meaning of the federal securities laws. Forward-looking statements generally are accompanied by words such as “believe,” “may,” “might,” “will,” “estimate,” “continue,” “contemplate,” “anticipate,” “intend,” “expect,” “should,” “would,” “could,” “plan,” “predict,” “project,” “forecast,” “potential,” “seem,” “seek,” “strategy,” “future,” “outlook,” “opportunity,” “will be,” “will continue,” “will likely result” and similar expressions that predict or indicate future events or trends or that are not statements of historical matters. These forward-looking statements include, but are not limited to, statements regarding the proposed transaction between Dream and Spring Valley, including statements as to the expected timing, completion and effects of the proposed transaction, statements regarding each of Dream and Spring Valley, and statements regarding estimates, projections and forecasts of other financial and performance metrics and projections of market opportunity. These statements are based on various assumptions, whether or not identified in this Presentation, and on the current expectations of Dream’s and Spring Valley’s management and are not predictions of actual performance, and, as a result, are subject to risks and uncertainties. These forward-looking statements are provided for illustrative purposes only and are not intended to serve as, and must not be relied on by any investor as, a guarantee, an assurance, a prediction or a definitive statement of fact or probability. Actual events and circumstances are difficult or impossible to predict and will differ from assumptions. Many actual events and circumstances are beyond the control of Dream and Spring Valley. These forward-looking statements are subject to a number of risks and uncertainties, including, but not limited to, changes in domestic and foreign business, market, financial, political and legal conditions; the inability of the parties to successfully or timely consummate the Proposed Business Combination, including the risk that any required regulatory approvals are not obtained, are delayed or are subject to unanticipated conditions that could adversely affect the combined company or the expected benefits of the Proposed Business Combination or that the approval of the stockholders of Spring Valley or Dream is not obtained; failure to realize the anticipated benefits of the Proposed Business Combination; the inability to complete the PIPE investment in connection with the proposed transaction; the lack of a third party valuation in determining whether or not to pursue the proposed transactions; risks relating to the uncertainty of the projected financial information with respect to Dream; risks related to expansion of Dream’s business and technology; the risk that the vertical farming industry may not grow as large or as quickly as management currently expects, the impact of any future loss of “B Corporation” status on Dream’s business; the effects of competition on Dream’s future business; the effects of natural disasters, terrorist attacks and the spread and/or abatement of infectious diseases, such as COVID-19, on Dream’s business or on the ability to implement business plans, forecasts, and other expectations after the completion of the proposed transactions; the ability of Spring Valley or the combined company to issue equity or equity-linked securities or obtain debt financing in connection with the Proposed Business Combination or in the future, and those factors discussed in the proxy statement/prospectus filed on Form S-4 with the Securities and Exchange Commission (“SEC”) on May 10, 2021 under the heading “Risk Factors,” Spring Valley’s final prospectus dated November 25, 2020 under the heading “Risk Factors,” and other documents of Spring Valley filed, or to be filed, with the SEC. These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. If any of these risks materialize or assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements. There may be additional risks that none of Spring Valley or Dream presently know or that Spring Valley or Dream currently believe are immaterial that could also cause actual results to differ from those contained in the forward-looking statements. In addition, forward-looking statements reflect Spring Valley’s and Dream’s expectations, plans or forecasts of future events and views as of the date of this Presentation. Spring Valley and Dream anticipate that subsequent events and developments will cause Spring Valley’s and Dream’s assessments to change. However, while Spring Valley and Dream may elect to update these forward-looking statements at some point in the future, Spring Valley and Dream specifically disclaim any obligation to do so, unless required by applicable law. These forward-looking statements should not be relied upon as representing Spring Valley’s and Dream’s assessments as of any date subsequent to the date of this Presentation. Accordingly, undue reliance should not be placed upon the forward-looking statements. Certain market data information in this Presentation is based on the estimates of Dream and Spring Valley management. Dream and Spring Valley obtained the industry, market and competitive position data used throughout this Presentation from internal estimates and research as well as from industry publications and research, surveys and studies conducted by third parties. Dream and Spring Valley believe their estimates to be accurate as of the date of this Presentation. However, this information may prove to be inaccurate because of the method by which Dream or Spring Valley obtained some of the data for its estimates or because this information cannot always be verified due to the limits on the availability and reliability of raw data, the voluntary nature of the data gathering process. Use of Projections This Presentation contains projected financial information with respect to Dream. Such projected financial information constitutes forward-looking information, and is for illustrative purposes only and should not be relied upon as necessarily being indicative of future results. The assumptions and estimates underlying such financial forecast information are inherently uncertain and are subject to a wide variety of significant business, economic, competitive and other risks and uncertainties. See “Forward-Looking Statements” above. Actual results may differ materially from the results contemplated by the financial forecast information contained in this Presentation, and the inclusion of such information in this Presentation should not be regarded as a representation by any person that the results reflected in such forecasts will be achieved. 2

 

 

 

 Important Information and Where to Find It Disclaimer (cont’d) No Offer or Solicitation This communication does not constitute an offer to sell or a solicitation of an offer to buy, or the solicitation of any vote or approval in any jurisdiction in connection with the Proposed Business Combination among Dream and Spring Valley or any related transactions, nor shall there be any sale, issuance or transfer of securities in any jurisdiction where, or to any person to whom, such offer, solicitation or sale may be unlawful. Any offering of securities or solicitation of votes regarding the proposed transaction will be made only by means of a proxy statement/prospectus that complies with applicable rules and regulations promulgated under the Securities Act of 1933, as amended (the “Securities Act”), and the Securities Exchange Act of 1934, as amended, or pursuant to an exemption from the Securities Act or in a transaction not subject to the registration requirements of the Securities Act. Participants in the Solicitation Spring Valley and Dream and their respective directors and certain of their respective executive officers and other members of management and employees may be considered participants in the solicitation of proxies with respect to the Proposed Business Combination. Information about the directors and executive officers of Spring Valley is in its final prospectus filed with the SEC on November 25, 2020. Additional information regarding the participants in the proxy solicitation and a description of their direct interests, by security holdings or otherwise, will be set forth in the Registration Statement and other relevant materials to be filed with the SEC regarding the Proposed Business Combination. Stockholders, potential investors and other interested persons should read the Registration Statement carefully before making any voting or investment decisions. These documents, when available, can be obtained free of charge from the sources indicated above. Financial Information; Non-GAAP Financial Measures The financial information and data contained in this Presentation are unaudited and do not conform to Regulation S-X. Accordingly, such information and data may not be included in, may be adjusted in or may be presented differently in, the Registration Statement or any other document to be filed by Spring Valley with the SEC. Some of the financial information and data contained in this Presentation, such as earnings before income taxes, depreciation and amortization (“EBITDA”), have not been prepared in accordance with United States generally accepted accounting principles (“GAAP”). Spring Valley and Dream believe these non-GAAP measures of financial results provide useful information to management and investors regarding certain financial and business trends relating to Dream’s financial condition and results of operations. Dream’s management uses these non-GAAP measures for trend analyses and for budgeting and planning purposes. Spring Valley and Dream believe that the use of these non-GAAP financial measures provides an additional tool for investors to use in evaluating projected operating results and trends in and in comparing Dream’s financial measures with other similar companies, many of which present similar non-GAAP financial measures to investors. Dream is not able to forecast net income on a forward-looking basis without unreasonable efforts due to the high variability and difficulty in predicting certain items that affect GAAP, and therefore has not provided a reconciliation for forward-looking EBITDA. Management does not consider these non-GAAP measures in isolation or as an alternative to financial measures determined in accordance with GAAP. The principal limitation of these non-GAAP financial measures is that they exclude significant expenses and income that are required by GAAP to be recorded in Dream’s financial statements. In addition, they are subject to inherent limitations as they reflect the exercise of judgments by management about which expense and income are excluded or included in determining these non-GAAP financial measures. In order to compensate for these limitations, management presents non-GAAP financial measures in connection with GAAP results. You should review Dream's audited financial statements, which will be included in the Registration Statement. Trademarks and Intellectual Property All trademarks, service marks, and trade names of Dream or Spring Valley or their respective affiliates used herein are trademarks, service marks, or registered trade names of Dream or Spring Valley, respectively, as noted herein. Any other product, company names, or logos mentioned herein are the trademarks and/or intellectual property of their respective owners, and their use is not intended to, and does not imply, a relationship with Dream or Spring Valley, or an endorsement or sponsorship by or of Dream or Spring Valley. Solely for convenience, the trademarks, service marks and trade names referred to in this presentation may appear without the ®, TM or SM symbols, but such references are not intended to indicate, in any way, that Dream or Spring Valley will not assert, to the fullest extent under applicable law, their rights or the right of the applicable licensor to these trademarks, service marks and trade names. 3

 

 

 

 AeroFarms is bringing agriculture to new heights through technology and innovation 4

 

 

 

Transaction Overview ▪ In March 2021, AeroFarms entered into an agreement to merge with Spring Valley Acquisition Corp. (Nasdaq: SV) TRANSACTION SIZE ▪ ▪ ▪ The business combination fully funds the equity for the business plan as presented in the projections – constructing 16 farms, developing future models of proprietary farming technology and R&D investing for potential new products ▪ After closing, the combined company is expected to have an estimated pro-forma equity value of approximately $1.2 billion and will remain listed on Nasdaq under the new ticker symbol ARFM ▪ The business combination will close after effectiveness of the S-4 and shareholder approvals, among other closing conditions, currently estimated to occur in July $125mm PIPE – Sponsor and existing investors $40mm+ VALUATION ▪ ~$850mm pro-forma enterprise value ▪ 2.6x 2025E revenue and 10.4x 2025E EBITDA2 ▪ Attractive valuation versus other leading sustainable high-growth food peers CAPITAL STRUCTURE ▪ ▪ Fully funds equity portion of capital required to execute business plan in projections OWNERSHIP1 ▪ 65.0% existing shareholder equity rollover ▪ 2.7% AeroFarms convertible notes holders ▪ % SPAC including founder shares ▪ 10.2% PIPE Investors 1 Assumes no redemptions from Spring Valley Acquisition Corp.; includes cash to balance sheet from convertible note; assumes $40mm in transaction expenses; 2 Multiples based off pro-forma implied enterprise value; 2025E Revenue $329.9mm and 2025E EBITDA $82.0mm 5

 

 

 

Today’s Agenda COMPANY OVERVIEW David Rosenberg (CEO and Co-Founder) and Gary Cohen (CRO) TECHNOLOGY PLATFORM Roger Buelow (CTO) and Stacy Kimmel, PhD (VP of R&D) LEAFY GREENS PRODUCTS Marc Oshima (CMO and Co-Founder) and Dane Almassy (VP of Sales) LEAFY GREENS FARMS Andreas Sokollek (COO) and Gary Cohen (CRO) GROWTH OPPORTUNITIES Roger Buelow (CTO) FINANCIAL OVERVIEW Guy Blanchard (CFO) QUESTION & ANSWER Various 6

 

 

 

AeroFarms Vision and the Future of Farming Addressing social and environmental macro trends through science and innovation AeroFarms leads in vertical farming through a history of innovation, proprietary technology and strategic partnerships AeroFarms data science driven and fully-controlled proprietary technology platform enables the company to better understand plant growth, optimize farms, improve quality, and reduce costs With this platform, AeroFarms drives its leafy greens business, providing customers products with superior flavor, taste and texture Extensive growth opportunities to expand into new markets and enter new product categories with industry leading strategic partnerships Proven farm key performance indicators (KPIs), investment in continued innovation and an accelerated farm rollout schedule drive strong projected financial performance 7

 

 

 

 COMPANY OVERVIEW 8

 

 

 

AeroFarms Leads the Industry in Vertical Farming and More FARM OPERATIONS TECHNOLOGY INNOVATION DATA SCIENCESTRATEGIC PARTNERSHIPS AeroFarms built and operates the largest vertical farm in the world and sells great tasting leafy greens. To date, the company has grown over 550 different varieties of fruits and vegetables and uses its understanding of plant biology to optimize farming systems. With over 250 invention disclosures, AeroFarms is constantly developing and improving its proprietary mechanical, operating, environmental and biological systems. The AeroFarms sensor network feeds a vast library of data, collected over 15 years of operations, allowing the company to understand plants at unprecedented levels and solve agriculture-related supply chain problems. AeroFarms partners with leading S&P 500 companies and government agencies, using its growing platform and experience to further provide solutions in agriculture. AeroFarms Has Been Recognized With Over 50 Awards Since 2011: 2x winners Ranked #1 4x winners Inaugural Winners 9

 

 

 

Champion for Plants, People and the Planet Stewarding Sustainability AeroFarms was the first and only agriculture company honored by the Ellen MacArthur Foundation as one of the Circular Economy 100 Inaugural Winners Proud to be a B Corporation AeroFarms has been a B Corporation since 2017, certified by the nonprofit B Lab for meeting rigorous standards of social and environmental performance, accountability, and transparency Serving the Community AeroFarms serves local communities through its for-profit small farms program, including a Newark charter school visited by former First Lady Michelle Obama and Jersey City, host of the first-in-the-nation municipal vertical farming program, with the World Economic Forum Providing Second Chance Opportunities Since 2016 AeroFarms has been providing employment to those formerly incarcerated and was one of five companies recognized by the New Jersey Reentry Corporation for this work in 2020 10

 

 

 

World Class Leadership Team with Decades of Experience David Rosenberg Chief Executive Officer and Co-Founder ▪ Successful serial entrepreneur, 14+ years leading Silicon Valley VC backed companies Member of World Economic Forum (WEF) and WEF Global Internet of Things Council Co-founded and co-chaired WEF YGL Circular Economy Taskforce 3 Team U.S. Gold Medal National Championships in Fencing and 2 Individual Silver Medals MBA from Columbia Business School Guy Blanchard Chief Financial Officer Mark Boyland General Roger Buelow nology Off Gary Cohen Chief Revenue Officer MaryAlice Feinstein Chief People Officer Marc Oshima Chief Marketing Officer and Co-Founder Andreas Sokollek Chief Operating Officer Dane Almassy VP of Sales Stacy Kimmel, PhD VP of R&D 11

 

 

 

Backed by a Strong Board and Investor Base INVESTOR BASE David Rosenberg Chief Executive Officer and Co-Founder Stephan Dolezalek Non-Executive Chairman Audit Committee Compensation Committee Jim Borel Compensation Committee Chair Alastair Cooper Audit Committee Deborah Frodl Compensation Committee Omar Karim Nominating and Corporate Governance Committee Bethmara Kessler Audit Committee Chair Peter Lacy Nominating and Corporate Governance Committee Patrick Wood III Nominating and Corporate Governance Committee Chair Note: Depicts New AeroFarms Board of Directors after closing of business combination with Spring Valley Acquisition Corp. 12

 

 

 

Helping Solve the Global Sustainability and Food Crisis Macrotrend AeroFarms Solution 1 World Resources Group: The Future of Fresh Water; 2 Environmental Outlook to 2050: The consequences of Inaction; 3 The Guardian: Earth has lost a third of arable land in past 40 years; 4 US FDA: Metals and Your Food ; 5 The Guardian: Pesticide residues found in 70% of produce sold in US even after washing; 6 USDA for Romaine and Leaf Lettuce; 7 Calculation is based on AeroFarms’ annual crop turns, levels of vertical growing and output per square foot versus values for a conventional field farm in a region like New Jersey with one crop turn per year 13

 

 

 

Unrivaled Sustainability and Productivity High-tech GreenhouseConventional Farming FASTER Up to 26 Crop turns 12Crop turns 1 - 3Crop turns CROP TURNS ¹ YIELD HIGHER OUTPUT Up to 390x lbs/sqft1 12xlbs/sqft 1xlbs/sqft MORE EFFICIENT Up to 95% Water savings 90%Water savings0%Water savings WATER USE BETTER Most consistent Somewhat consistent Least consistent QUALITYproductproductproduct LONG TERM COST ² BECOMING CHEAPER Declining costs Slightly declining costs Increasing costs STRUCTURE 1 Calculation is based on AeroFarms’ annual crop turns, levels of vertical growing and output per square foot versus values for a conventional field farm in a region like New Jersey with one crop turn per year; ² Farmland Prices In The United States according to the USDA 14

 

 

 

Growing Market Opportunity in Vertical Farming ✓ The Controlled Environment Agriculture (CEA) sector has gained market share over the last several decades ✓ High-tech greenhouses are limited in their capabilities compared to vertical farms ✓ Vertical farms have emerged as an alternative to greenhouses, capable of greater environmental control and plant outputs Vertical farming is expected to be a ~$12.7 billion market by 2026 with a 22.3% CAGR 1 from 2021 to 2026 Environmental AeroFarms Vertical Farms High-tech Greenhouses ControlFULLPARTIAL Building FootprintSMALLERLARGER Product QualityHIGHMODERATE Use of PesticidesNEVERSOMETIMES 1 Allied Market Research Vertical Farming Market Global Opportunity Analysis 15

 

 

 

Fresh Produce is a $1.4 Trillion Industry Global fresh produce breakdown (2019) ² Leafy greens Leafy greens, baby greens, microgreens, herbs, and niche 2 From 2019 to 2023, fresh produce is projected to From 2019 to 2023, leafy greens is projected to Other¹ vegetables varieties: $78 BILLION ³ Berries grow 7% CAGR to be a 1 grow 7% CAGR to be a 2 $1.8 trillion industry $103 billion industry Global fresh produce Global leafy greens industry: $1.4 trillion1 ¹ Other fruits of shop5per8s pr%efer to buy local produce4 Local produce market 1 BMI 2019 retail food market data, excludes foodservice sales; 2 BMI 2019 leafy greens market data defined as leaf and stem vegetables; 3 2019 Technavio Global Berries Market; 4 CStoreDecisions Consumers Increasingly Value Local Food article 16

 

 

 

Innovating Vertical Farming at Scale for 15 Years Understanding how innovation in vertical farming scales is important. Since its founding in 2004, AeroFarms has differentiated from the industry, proving its technology, testing innovation and evolving its design through five generations of farm models. Model 1 Model 1 farm launches with first leafy greens sales Large-scale farming Builds world’s largest vertical farm in Newark (including automated components) and begins large-scale farming New projects Achieves major KPIs at scale and announces new projects in Abu Dhabi and Jersey City Groundbreaking for next commercial farm in Danville, Virginia 2004201320162019 2020 2021 and beyond Technology update Refines and optimizes technology for commercial use Improvements Improves grow towers and innovates in numerous ancillary equipment around the farm to reduce costs and improve major KPIs Rendering of AgX facility in Abu Dhabi; completed facility may be different Scale and development Construct additional facilities around the world, introducing Model 5 and future generations of the farm model to expand scale and improve farm-level unit economics 17

 

 

 

 TECHNOLOGY PLATFORM 02 18

 

 

 

Market Leader with Vertical Integration Across All Disciplines of vironme Controlled E Deep understanding of plant biology Data science enabling fully-connected agriculture Mechanical design of grow towers and ancillary equipment Optimizing plant performance enables: ✓ New varieties Higher quality ✓ Lower costs Operations at scale, with controlled standard operating procedures Tightly controlled environment Optimized plant genetics 19

 

 

 

Key Components of AeroFarms’ Technology Platform Advanced grow towers ▪ Aeroponic technology to allow plant roots to receive the optimal amount of nutrients at the optimal time ▪ Proprietary cloth um Expertise in HVAC and building design Unique horticulture luminaire and LED technology Extensive library of 200+ standard operating procedures Automated nutrient delivery system Plant genetics, optimized for indoor plant growing Full automation across loading, unloading, seeding, growing, harvesting and packaging Digital controls, including: ▪ Integrated algorithm for every stage of grow cycle (including custom lighting) ▪ agSTACK software with integrated PLC and SCADA systems 20

 

 

 

Understanding Plant Biology at Unprecedented Levels ▪ AeroFarms has grown over 550 varieties of leafy greens and other fruits and vegetables ▪ Team of plant scientists develop custom algorithms to precisely define the conditions each plant needs to thrive ▪ This understanding allows AeroFarms to optimize performance, cultivate new varieties, improve quality, lower costs and optimize efficiency Measuring environmental conditions Assessing leafy green growth Reviewing experimental data 21

 

 

 

Precision Control Enabling Unparalleled Performance for Plants Influencing Genetics and Their Expression through Environmental Inputs… …Improves Plant Outputs and Farm Economics AIR SPEED LIGHT SPECTRUM TEMPERATURE RELATIVE HUMIDITY Taste Texture Nutrition LIGHT INTENSITY CO2 LEVELS WATER LEVELS Yield Consistency LIGHT FREQUENCY NUTRIENT / MICRONUTRIENT MIX Color Shelf Life 22

 

 

 

Integrating Mechanical Design to Optimize Performance Examples of integrated components include: LED LIGHTING: By managing its supply chain and controlling design, AeroFarms sources lights that it believes are 5 – 25% more efficient and as little as half the cost as those from today’s largest industry suppliers. PRECISION AEROPONICS: Proprietary aeroponic technology is used to mist the roots of leafy greens with targeted nutrients, water and oxygen. This is integrated with a proprietary growth media, often made of BPA-free, post-consumer recycled plastic. NUTRIENT DELIVERY: AeroFarms uses an automated nutrient delivery system to distribute a combination of up to 18 nutrients and micronutrients to each grow tower and deliver plants what they need to thrive. 23

 

 

 

Innovating in Lighting for Cost Savings and Greater Efficiency Greater Efficiency Performing at what AeroFarms believes is 5 to 25% more efficient than LEDs from today’s largest industry suppliers, resulting in lower operating expenses Adaptable Design lighting to be agnostic of LED die sources and exclusivity deals Designed for Safety Tested by a third-party safety agency Lower Cost Manage the supply chain to keep costs lower than the market rate Optimized Reliability Understand each individual component and build on technology from the US Navy and Defense Advanced Research Projects Agency 24

 

 

 

agSTACK System Powers a Fully-Connected Farm HARDWARE AeroFarms hardware includes a combination of proprietary grow tower components and AeroFarms customized systems, sensors, valves and pumps INTELLIGENT agSTACK Custom control systems are engineered in-house and use AeroFarms programming code libraries to control specific farm hardware components and smart devices SUPERVISORY CONTROL AND DATA ACQUISITION (SCADA) AeroFarms SCADA system contains unique visual templates for farm operations, while providing models for data exchange between controls and MES MANUFACTURING EXECUTION SYSTEM (MES) Custom MES modules analyze data inputs and identify optimal algorithms and setpoints to continuously improve farm performance agSTACK ensures seamless integration across components, drives traceability for farm operations, and powers data insights and machine learning for continuous improvement 25

 

 

 

Vast Library of Data Enables a Networking Effect Across Farms GROW THE BEST PLANTS POSSIBLE Sensors, controls and multi-spectral imaging allow AeroFarms to deliver the right light, water, nutrients, oxygen, DATA COLLECTION CO2 and temperature most suited for each plant variety throughout its farms APPLY LEARNINGS TO BE GREAT FARMERS Working in a multi-disciplined approach, AeroFarms delivers plants what they want in the most effective way to improve plant quality and farm economics DATA LOOP CONTINUOUS IMPROVEMENT DATA ANALYSIS UNDERSTAND PLANT BIOLOGY AT UNPRECEDENTED LEVELS Isolating variables to continually test assumptions and using data analytics and machine learning allows AeroFarms to best understand plant biology and improve plant genetics SAMPLE TECHNOLOGY PARTNERSHIPS Partnered to unearth data and drive greater plant insights Partnered to co-develop machine vision capabilities to monitor plant health analytics and detect growing anomalies 26

 

 

 

Harnessing Machine Vision to Capture Plant Insights Leaf size segmentation to inform plant health and potential yields Machine learning used to detect health of plants Pixel-based analysis used to detect plant health Note: plants in selected images are intended to represent a variety of plant conditions for testing purposes 27

 

 

 

Applying the AeroFarms Platform to Innovate Plant Genetics SAMPLE GENETICS PARTNERSHIPS AeroFarms has partnered with Hortifrut, the largest global blueberry grower, to jointly research and develop blueberry and caneberry production optimized for indoor growing AeroFarms is a Founding Member of the Precision Indoor Plants (PIP) Consortium and Principal Investigator for its first and largest project to co-optimize conditions for lettuce CRISPR-Cas9 is a gene-editing technique which earned its developers the 2020 Nobel Prize in chemistry; AeroFarms has co-developed one of the first ever produce products using CRISPR-Cas9 28

 

 

 

AeroFarms Innovation Drives Improvements Across the Farm LIGHTING EFFICIENCY AeroFarms’ LED efficiency has increased 59% over the last five years YIELD IMPROVEMENT From January to December 2020, AeroFarms saw a 23% increase in yield1 IMPROVED GENETICS Improving plant genetics by isolating variables and continually testing assumptions QUALITY Tight control of light, water, nutrients, oxygen, CO2 and temperature results in high-quality, flavorful plants C O S T AeroFarms has improved the grow cycle for baby leafy greens from 20 to 14 days AeroFarms economics are competitive, selling at parity today and headed lower for future potential product offerings T I M E 1 Harvest Yield increase calculated from January 2020 to December 2020 at the Rome Street Farm (current commercial facility), n ormalized to the production capacity of the Model 5, 48-grow tower farm design 29

 

 

 

Dedication to Investment in Technology and IP A WORLD CLASS INNOVATION TEAM……FUELS A ROBUST AND GROWING IP PORTFOLIO1 Technological innovation is driven by AeroFarms’ world-class team of 45 INNOVATORS, who make up 50% of all corporate employees, including: 290 invention disclosures 64 active invention disclosures in the pipeline ▪ Engineers ▪ Plant scientists ▪ Computer programmers PATENTS 20 active patent families 15 granted (issued) patents 38 pending patent applications TRADE SECRETS 46 designated trade secrets 1 Snapshot as of March 2021 30

 

 

 

Bringing R&D to the UAE and the Middle East Region ▪ AeroFarms expects to break ground on its Abu Dhabi Research Center (AgX) in June 2021 ▪ R&D at AgX is expected to enable new business lines, technologies and the growth of the AeroFarms platform, while serving as a hub for regional expansion ▪ AgX is backed by the Abu Dhabi Investment Office (ADIO), which is focused on economic, knowledge, and community development to solve regional and global challenges in agriculture R&D CAPABILITIES Organoleptic research and phenotyping Machine vision and learning Speed breeding Phyto-chemical analysis Robotics and automation Rendering of AgX facility in Abu Dhabi; completed facility may be different 31

 

 

 

 LEAFY GREEN PRODUCTS 03 32

 

 

 

Leafy Greens are the Ideal Initial Category for Disruption AEROFARMS provid ❑ Less spoilage ❑ No food contamination ❑ Less variability in quality ❑ No supply seasonality ❑ Fewer risks due to centralized production ❑ Less pesticide use ❑ Lower supply chain / transportation costs ✓ Superior flavor and quality ✓ Production closer to the consumer ✓ New standard for food safety ✓ Consistency ✓ Year-round growing ✓ Democratized production ✓ Zero pesticides ✓ Strong unit economics ✓ Up to 95% less water es leafy greens with: The short leafy greens growth cycle allows for rapid experimentation and innovation, providing AeroFarms with data insights to enhance its technology platform and expand to other product areas 33

 

 

 

Winning at Retail with Great Tasting Leafy Green Products In 2020 AeroFarms products performed on average 50% better than the a¹verage velocity per SKU of the indoor farming industry AeroFarms received a best-in-class Net Promoter Score of 55; 57% higher than the indoor vertical farming segment average2 AeroFarms product is currently available in the Northeast, including Whole Foods Market, where AeroFarms experienced over 500% growth from 2019 to 2020 AeroFarms locally grown produce wins on quality, flavor, taste and texture with products that are priced competitively with organic players and other local farmers Along with baby leafy greens, AeroFarms sells products in high growth segments, such as microgreens Nielsen W/E 12/5/20 latest 52 weeks (collection of 5 leading grocery retailers in New York Metropolitan Area), combined with Nielsen FY2020 latest 52 weeks (1 leading grocery retailer in the New York Metropolitan Area); Net Promoter Score is a key indicator of customer satisfaction, measured through third-party testing conducted by Qualtrics 34

 

 

 

Top Tastemakers Applaud AeroFarms Products “An exquisite culinary experience” Edmund LaMacchia, VP of Procurement – Perishables, Whole Foods Market (former) “This is what I love about AeroFarms – that it's technology that's allowing people to farm better and smarter – and it makes really delicious food.” David Chang, Celebrity Chef and Founder of the Momofuku restaurant group “I had the distinct pleasure of sampling AeroFarms product – right out of the growing trays, then took a bag of greens home. Not only was the flavor density stunning and delicious, but the large bag of greens lasted a week. It likely would have lasted longer, but I ate them all. What a remarkable and timely approach to leveraging urban assets for nutrient dense food production.” Michel Nischan, renowned chef / leader in the sustainable food movement and President/ CEO Wholesome Wave 35

 

 

 

Representative Customer Mix Aligns with Expansion Strategy NATURAL AeroFarms has sold to Whole Foods Market since 2017 and partnered to introduce two microgreen SKUs in Q4 2019 ECOMMERCE AeroFarms sells a portfolio of SKUs to strategic ecommerce partners with the ability to scale regionally and nationally GROCERY AeroFarms has sold to ShopRite since 2015, a regional grocer representative of a diverse set of consumers FOOD SERVICE AeroFarms partners with Baldor Specialty Foods to distribute greens to boutique grocery and food service partners 36

 

 

 

Powerful Brand Messaging Resonates with Shoppers In 2021, AeroFarms refreshed its consumer brand; rather than lead with product attributes alone, AeroFarms’ brand today aligns with shoppers who more than ever are embracing technology (the how) and sustainability (the why). Leading with purpose: AeroFarms is a Certified B Corporation with product that is sustainably grown indoors with no pesticides ever Product front and center: AeroFarms packaging features one of the largest windows on the shelf, showcasing the quality and freshness of its product Spectrum of flavor: Different color gradients for each SKU represent the diversity of flavors and tastes accentuated by AeroFarms products A higher standard: New packaging celebrates AeroFarms award-winning track record and recognizes key industry certifications like non-GMO verification 37

 

 

 

AeroFarms Products Represent a Spectrum of Flavor ™ The FlavorSpectrum represents the breadth of flavors and varieties grown by AeroFarms. Across the leafy greens packaging line, each color is paired with a specific tasting note: cool blue colors represent sweet and mellow notes, while intense reds represent bold and zesty flavors. 38

 

 

 

Strong Brand Presence Brings Value to the AeroFarms Story 2018 - 2020 MEDIA SHARE OF VOICE1 TOP TIER EARNED MEDIA AeroFarms innovation and expertise has been featured in leading international media outlets and publications PARTNERSHIPS WITH TOP TASTEMAKERS AeroFarms has a flavor halo with some of the top chefs and culinary brands in the world, having partnered with Chef David Chang and Chef Marcus Samuelsson AeroFarms leads the way in media impressions in the industry Competitor 1 Competitor 2 Competitor 3 Competitor 4 AeroFarms 27% Competitor 5 CENTER STAGE FOR THE INDUSTRY Representatives from AeroFarms are continuously recognized as speakers at headline industry events including conferences organized by the World Economic Forum, Milken Institute, US Department of Agriculture, and The Culinary Institute of America Competitor 6 Competitor 7 Competitor 8 1 Meltwater 2018 - 2020 39

 

 

 

 40 LEAFY GREEN FARMS 04Andreas Sokollek (COO) and Gary Cohen (CRO)

 

 

 

Operating at Scale at Target KPI Levels With its experienced team and a robust set of over 200 standard operating procedures, AeroFarms has operated its Newark farm at target KPI levels and is ready to scale to new farms across the US. PROCUREMENT AeroFarms procurement team strategically sources key growing equipment and inputs like seeds and packaging 1 OPERATIONS The AeroFarms team works daily to keep plants growing – seeding, harvesting, packaging and sanitizing across the farm 2SUPPLY CHAIN AeroFarms coordinates with customers to deliver and distribute product for 3local shoppers to enjoy PEOPLE SAFETY Throughout the grow process, the AeroFarms team monitors, manages and mitigates risks to people safety FOOD SAFETY AND QUALITY ASSURANCE AeroFarms traces its products from seed to package and is food safety certified under major industry schemes including USDA, NSF and SQF OPERATIONAL FINANCE Finance supports operations to track key metrics such as COGS and revenue 41

 

 

 

AeroFarms has Broken Ground on its Next Farm in Danville, VA AeroFarms began construction on its Danville, Virginia, farm in April 2021 and expects to begin commercial operations in mid-2022. 50mm+ people within 1 day’s drive1 representing unmet market potential 1,000+ food retailers in the region and proximity to key sales channels with at least 6 top retailer distribution centers within 250 miles R&D partnership opportunities with nearby universities with engineering and environmental sciences programs <$0.06 kWh energy costs, reliable infrastructure, excellent access to utilities and competitive, skilled workforce 1Defined as a 500 mile radius; Statista 2019 Population of US MSAs 42

 

 

 

FARM PIPELINE DANVILLE, VIRGINIA NTEarXgeTt loFcaAtioRnMs Partial list oFfUloTcaUtioRnsEtoFsAervRe MtarSget markets SITE SELECTION METHODOLOGY April 2021 Model 5, 48-tower farm Q1 20221 48-tower farm Q2 20221 48-tower farm Q3 20221 48-tower farm Newark, NJ Prioritize locations for new farms considering: CUSTOMER: quality, expansion strategy MARKET DEPTH: population within 1 day drive COSTS: utilities, labor, construction, logistics Note: Map is illustrative; 300-mile target areas not to scale Greater St. Louis Texas Triangle Southern US Danville, VA SPEED TO BUILD: Permitting, ready utilities and infrastructure INCENTIVES: Ability to attract incentives that reduce costs or create capital AeroFarms also won a World Wildlife Fund RFP to partner in developing a potential future farm DEVELOPMENT TIMELINE ~3 – 4 months ~4 – 5 months ~12 months ~6 months Priority Market Selection Competitive multi-state RFI, comparative site analysis, incentive negotiations Site Selection Engineering and design, competitive bids, permitting Financial Closing / Start of Construction Construction of farm, equipment commissioning, staff hiring and training Start of Commercial Operations Ramping of commercial production Full Production 1 Date represents financial closing / start of construction for each farm location 43

 

 

 

 GROWTH OPPORTUNITIES 05 44

 

 

 

Leveraging Growth through Strategic Partners Across Sectors SAMPLE COMPANIES Largest global blueberry grower Israeli lighting company Communications and technology research arm of Nokia Plant nutrition and fertigation company Agricultural biotechnology company Multinational computer technology company Indoor agriculture division of Osram Innovator in biotechnology and speed breeding Multinational agriculture and chemicals company SAMPLE UNIVERSITIES, NONPROFITS AND GOVERNMENT AGENCIES Agriculture-focused university within the University of California system Sensory Evaluation Laboratory in Department of Food Science at leading New Jersey university Binational foundation between Israel and the US Federally-funded nonprofit foundation established through bipartisan congressional support in 2014 Farm Bill US Department of Agriculture’s chief scientific in-house research agency US Department of Agriculture institute that administers federal funding to address agricultural issues 45

 

 

 

Steering over $15M in Federal and State Funding at the World’s Top Agriculture Universities Greenhouse Lighting and Systems Engineering (GLASE) AeroFarms is on the Industry Advisory Board member recommending research on controlled environment agriculture OptimIA AeroFarms is a member of the economics committee and a member of the research advisory committee to focus on optimizing indoor agriculture for leafy greens production Lighting Approaches to Maximize Profits (LAMP) AeroFarms is a member of the research advisory committee, working to maximize the ROI of lighting systems Sky High Consortium AeroFarms manages three projects funded by the PIP Consortium to study conditions for lettuce, strawberries and tomatoes in vertical farms 46

 

 

 

Accessing $1.8 Trillion Market Opportunity Strategic Partnerships Expansion into Berries and Other Markets Pharmaceuticals, Nutraceuticals and Cosmeceuticals Advanced Genetics Products and Services Technology Components Fresh produce market opportunity: $1.3tn1 Producing higher-quality berries and other traditionally seasonal produce year-round Broader market opportunity: $471bn2 Using plants as bioreactors to produce proteins and inputs for other applications Broader market opportunity: $56bn3 Using fully-controlled platform for speed breeding and genetic development Broader market opportunity: $10bn4 Potentially selling components of technology platform, including lighting and agSTACK system Work to Date Includes: ▪ Have grown thousands of berry plants in R&D facilities since 2017 ▪ Partnered with Hortifrut to optimize blueberry and caneberry production for vertical farming Work to Date Includes: ▪ Actively participating in a National Institutes of Health (NIH) sponsored trial ▪ Growing an Active Pharmaceutical Ingredient (API) for COVID-19 (or other SARS) therapeutic trial Work to Date Includes: ▪ Founding Member of the PIP Consortium and Principal Investigator for first and largest project (lettuce) ▪ Co-developed one of the first ever produce products using CRISPR-Cas9 Work to Date Includes: ▪ Co-developed standalone machine vision capabilities with Nokia Bell Labs ▪ Co-developed a horticulture luminaire ▪ Developing proprietary automated nutrient delivery and agSTACK systems 1 BMI 2019 retail food market data, excludes foodservice sales; Produce is defined as fresh produce minus leaf and stem vegetables; 2 Technavio 2020; 3 2019 Mordor Global Seed Market - Growth, Trends, and Forecast; 4 2020 Markets and Markets – Hydroponics Market Global Forecast 47

 

 

 

The Strawberry Market is Ripe for Disruption Large Market Each year Americans eat an average of approximately 8 lbs. of fresh strawberries per person1 Seasonal Supply Strawberries today are subject to a seasonal supply chain, with most US fresh strawberries grown in California1 High Pesticide Use™ Strawberries topped the Environmental Working Group’s 2021 Dirty Dozen list of produce with high pesticide use1 1 Environmental Working Group: “Pesticides + Poison Gases = Cheap, Year-Round Strawberries” 48

 

 

 

Preparing for Future Commercial Expansion into New Markets like Berries AeroFarms’ grows better berries, measured by sweetness, all year round, using zero pesticides AeroFarms has grown over 50 varieties of strawberries to date, each with a unique size, shape and flavor profile AeroFarms has a co-development agreement to create high-performing berry products with a strategic partner Harvesting berries since 2017 Grown over be6rry,p3lant0s to0date Consistently achieving Brix1 of 11 hi~gh1er.t5hanxthe industry average of 6-8 1 Measure of soluble sugar content 49

 

 

 

 50 FINANCIAL OVERVIEW 06Guy Blanchard (CFO)

 

 

 

Future Farm Development Is Enabled by Demonstrated Performance of Core KPIs that Drive Unit Economics at Scale Core KPIs tracked at Model 4 farm (Newark commercial farm) are shown where 100% represents 100% of business plan target for a Model 5 farm1 HARVEST YIELD Harvest yield measures how much plant weight is grown and harvested for products per unit of area per unit of time vs. long-term plan 100% 50% 0% 91%97%99% individual grow unit harvested during the period; commonly, “champion” yields can exceed 125%+ of long-term target Full Year 20202H 2020Q4 2020 PRICE PER LB. SOLD Price per pound2 measures ability to sell leafy greens product at target prices that support long-term plan 100% 50% 0% Selling price consistently has achieved targets; AeroFarms’ long-term plan is built on being price takers in established distribution channels, though it sells what it believes to be premium product 103% 105% 105% OVERALL OPERATING EFFICIENCY Overall Operating Efficiency (OOE) measures two factors versus long-term plan: utilization (operating farms at targeted production capacity) and realization (selling what is grown) 100% 50% 0% Full Year 20202H 2020Q4 2020 100% of OOE target is expected to be achieved at future full-scale farms 1 100% represents Model 5 Farm Design (estimate of technology deployable in 2021); historical monthly data is presented through December 2020; 2 Price per lb. is the price achieved by channel by product, applied to the projected product mix of the Model 5 farm – AeroFarms is achieving target selling price within each channel, which is the key driver of future farm performance 51

 

 

 

Projected Farm Unit Economics Summary AeroFarms has estimated future farm unit-level economics based on current farm performance and improvements enabled by continuing development of technology. Model 5 has estimated economics based on AeroFarms’ April 2021 design for new farms Model 6 is “performance spec” based, represented by the equivalent performance of a farm having (relative to the Model 5): 10% higher revenue, 10% lower COGS (excl. rent and depreciation), and 10% lower capex (incl. tenant improvements) Model 7 represents the equivalent financial performance as a farm with further 10% improvements vs. Model 6 Source: Management 1 Represents 48-grow tower farm economics for each Model 5/6/7. Business plan includes farms of 48 grow towers and large farms of 144 grow towers, sequenced in a rollout of Model 5 farms (current design for new farms), Model 6 farms (financial close beginning March 2022), and Model 7 farms (financial close beginning September 2023). Values ar e at operational stabilization of a farm; 2Assumes illustrative SG&A allocation to support farm 52

 

 

 

Achieving Model 6 and 7 Financial Performance Model 6 Alpha Prototype in Newark has demonstrated sustained yields 26% above the Model 5 target, and peak yields of more than 75% above the Model 5 target — more than the gains that are needed to achieve future modeled financial performance. Equivalent financial performance—measured by EBITDA and Cash-on-cash Return— as the Model 6, which AeroFarms believes to be achievable through 26% yield gains alone 1 AeroFarms portion of project capital not inclusive of leased building cost 53

 

 

 

Models 6 & 7 Financial Performance Pathways: COGS Higher yields, as illustrated on the prior slide, create meaningful operational leverage in AeroFarms’ cost structure. Additionally, COGS savings over time are expected to drive higher margins, cash flows and returns on capital. % Total COGS →me Cost Absorption Created by Higher Yield COGS Cost Reduction Opportunity Drivers COGS savings expected to co Total COGS(Model 5 Farm,per lb.from scale, automation, desig approximate)optimization LowMedHighLowMedHigh Labor Automation Utilities LED efficiency, environmental control technology, optimization Packaging Materials Scale Supplies and Other Scale and operational optimization Depreciation N/A See next slide for Farm CapEx Rent Cap rate 54

 

 

 

Models 6 & 7 Financial Performance Pathways: CapEx, Revenue Capital savings over time are expected to reduce capital costs and drive capital efficiency from Model 5 to Models 6 & 7. Beyond yield, revenue gains are achievable through price, to achieve Models 6 & 7 financial performance. 55

 

 

 

AeroFarm¹ s Financial Overview FARM COUNT # of towers REVENUE ($mm) 144 grow tower farms 48 grow tower farms 768 1,008 13 1,248 16 1,248 16 192 48 432104 55 $825 4191111 $553 1467 $4$13$54$163$330 % growth of towers 300% 125% 78% 31% 24% NM% growth 226% 305%201%102% 67%NM GROSS PROFIT ($mm) EBITDA ($mm) $(2)$(3) $11$137 $264 $423 $(4) $82 $193 $332 % NM margin NM19%35%42%48% 51% %NM margin NMNMNM25% 35%40% Note: Business plan includes farms of 48 grow towers and large farms of 144 grow towers, sequenced in a rollout of Model 5 farms (current design for new farms), Model 6 farms (financial close beginning March 2022), and Model 7 farms (financial close beginning September 2023). “Farm Count” above represents cumulative new farms based on date of financial close. AeroFarms’ consolidated projections carry farm-level SG&A allocation to support farm operations and additional corporate SG&A, including research and development. 1 New farms that are under construction or operating 56

 

 

 

Transaction Summary AeroFarms Equity Rollover All values in $mm $800 Cash to Merged Company Balance Sheet 347 Estimated Transaction Expenses 40 Total Uses $1,187 PRO-FORMA CAPITALIZATION (at $10.00) Pro-Forma Shares Outstanding1 123.1 Post-Money Equity Value $1,231 (-) Net Cash 375 Pro-Forma Implied Enterprise Value (Post-$856 PRO-FORMA OWNERSHIP (%) AT CLOSING2 AeroFarms convertible notes 2.7% SVAC IPO shares Money) 18.7% PIPE shares 10.2% Sponsor shares 3.5% 65.0% Existing AeroFarms shareholders Note: Assumes no redemptions from Spring Valley Acquisition Corp.; assumes new shares issued at a price of $10.00 1 Comprised of 80.0mm shares owned by existing AeroFarms shareholders, 12.5mm PIPE shares, 23.0mm SVAC shares outstanding, 4.25mm SPAC sponsor shares and 3.3 shares owned by AeroFarms convertible notes holders; 2 Excludes impact of (i) 11.5mm Spring Valley Acquisition Corp. warrants and 8.9mm founder warrants struck at $11.50, which are not subject to vesting; (ii) SPAC Sponsor Shares which are subject to vesting are as follows: 250,000 shares will be subject to vesting based on a $12/share price target; 250,000 founder shares will be subject to vesting based on a $14/share price target; 500,000 founder shares will be subject to vesting based on a $15/share price target; 500,000 founder shares will be subject to vesting based on a $20/share price target; and (iii) New EIP which will dilute all of the above accordingly 57

 

 

 

Valuation Benchmarking ENTERPRISE VALUE / REVENUE Sustainable High-growth Food Overall Median: 6.3x 2.6x 4.2x 6.0x 3.6x 8.0x 10.1x 4.6x 2.4x Monster BeverageFevertree DrinksTattooed ChefVital Farms 2025E2026E Corporation ENTERPRISE VALUE / EBITDA Sustainable High-growth Food High-growth Food and Beverages (Ent. Value / CY2022E (CY+1) EBITDA) Overall Median: 43.1x 10.4x 4.4x 23.9x27.5x 11.7x 22.5x 44.6x41.7x45.5x 1 2025E2026E 2025E2025E2025E Monster BeverageFevertree DrinksTattooed ChefVital Farms Source: FactSet and company filings as of May 21, 2021 Note: Companies sorted from high to low based on firm value; 1 Financials converted to USD, USD / GBP conversion rate of 1.416 as of May 21, 2021 58

 

 

 

AeroFarms Company Highlights AeroFarms has a 15+ year track record of vertical farming at scale and an expert management team that is revolutionizing the farming industry Technology and data are a competitive differentiator and moat for AeroFarms AeroFarms sells leafy greens commercially with a brand that is winning at retail and with potential development partners A substantial pipeline of farm projects and a total addressable market of $1.8T represents an enormous opportunity for expansion AeroFarms has increasingly attractive unit economics across multiple new farm models 59

 

 

 

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