Rodgers Silicon Valley Acquisition Corp (NASDAQ:RSVA) has entered into a definitive agreement to combine with Enovix Corporation, a designer and manufacturer of next generation 3D Silicon™ Lithium-ion batteries, for an implied enterprise value of $1.128 billion, representing 1.41x estimated 2025 Revenue.

The Company’s proprietary 3D cell architecture increases energy density and maintains high cycle life with Enovix is building the first advanced silicon-anode lithium-ion battery production facility in the U.S.

The Company’s initial goal is to provide designers of category-leading mobile devices with a high-energy battery so they can create more innovative and effective portable products. Enovix is also developing its 3D cell technology and production process for the electric vehicle and energy storage markets to help enable widespread utilization of renewable energy.

The combined company is expected to trade on the Nasdaq under the symbol “ENVX” following the deal’s completion in the second quarter of 2021.

Transaction Overview

RSVA brings $230 million into the deal from its current trust alongside a $175 million PIPE at $14 per share, with existing shareholders rolling over $1.05 billion in equity. The PIPE at $14.00 is a little unusual given that most PIPEs have previously been struck at $10.00 (nearly all).  However, given where SPAC equities have been trading, a price struck above $10.00 is much more appropriate and a valuation signal to the market. I.e., if institutional PIPE investors are willing to invest at $14.00, they must be confident in the combination and where they think the share price should be headed.  A $14.00 PIPE price also now makes all the other $10.00 PIPE prices look egregiously discounted.

Enovix expects to add $385 million to its balance sheet through the deal, assuming no redemptions. Enovix must have at least $150 million cash at closing and cash on hand of $175 million, after deducting redemptions and Parent transaction expenses.

Existing Enovix shareholders are expected to own 72% of the combined entity with RSVA shareholders taking 16% and PIPE investors 9%. RSVA’s sponsor keeps its promote in the deal and is expected to own 4% of the company.

As for lock-up, the executive officers, members of the board of directors and certain employees of Enovix will be subject to a 180 day lock-up (with exceptions such as change of control).

Shareholders of Enovix, however, are subjecting 50% of their shares to a lock-up based on the earlier of 6 months or when the share equals or exceeds $14.00 per share for any 20 to 30 trading days beginning 150 days after the merger is officially filed. Seeing as how RSVA is already trading around $22.00, 150 days from that effective date is more likely.

Quick Takes: The last time a SPAC announced a combination with a pre-revenue battery cell technology company – as Kensington did with QuantumScape (NYSE:QS) in September  – the market raved. QuantumScape opened this morning at $63.30, and feeling like they might have another QS on their hands could be why RSVA managed to negotiate PIPE investors up to $14 per share.

Given how the RSVA is now trading, this effort appears warranted.

But, there are some big differences between the two targets. Going into its deal, QS had already locked down a joint venture with Volkswagen to produce solid-state batteries for the market’s undeniably favorite SPAC sector – electric vehicles (EV).

Enovix, on the other hand, will be first serving the consumer electronics space with its improved lithium-ion batteries. It has partially completed its first manufacturing facility in Fremont, California and expects this factory to generate its first revenue in 2022.

It has identified 22 candidate sites globally for a second factory and then aims to launch a QS-like joint venture with an automotive partner for larger EV batteries down the road.

And, as fresh and exciting as the coming EV market is, consumer electronics continues to be bigger in the near term. Enovix has plans to include its batteries in laptops, mobile radios, smart watches, and AR/VR headsets first, which add up to a total addressable market of $992 billion in the near future.

Tested on existing products, Enovix batteries add 16 days to smartwatch battery life, extends laptop batteries to all-day, always on functionality and allows for halving the battery sizes in radios and smart phones while still achieving power capacity gains.

Enovix’s first factory will be able to churn out a battery for one of these applications once every two seconds, and it expects this facility can be scaled up to generate $220 million in annual revenue in 2025. Its second facility will be designed to have roughly double the production capacity and Enovix expects it to generate an additional $581 million annually.

Overall, the company expects to grow revenue from $11 million off of its first production in 2022E to $176 million in 2023E, $410 million in 2024E and $801 million in 2025E. It expects to turn its first positive EBITDA in 2023E with $6 million, which it projects it can grow to $314 million in 2025E.

As such, the other big difference between Enovix and QS, is while the latter’s solid state technology is potentially more revolutionary, Enovix’s is more developed, de-risked and closer to commercialization. Enovix expects to cross the threshold into triple-digit millions of revenue in 2023, while QS does not expect to do so until 2026 and expects $39 million in revenue in 2025E.

Click here for the full investor presentation.

ADVISORS

• Oppenheimer & Co. Inc. is serving as financial advisor to Rodgers Silicon Valley Acquisition Corp.
• Loeb & Loeb LLP is serving as legal advisor to Rodgers Silicon Valley Acquisition Corp.
• Oppenheimer & Co. Inc. and Williams Trading, LLC are serving as placement agents on the PIPE offering.
• Cooley LLP is serving as legal advisor to Enovix
• Winston & Strawn LLP is serving as legal advisor to the placement agents.