0% found this document useful (0 votes)
308 views65 pages

Selina Investor Presentation

This investor presentation provides a disclaimer and overview of a proposed business combination between BOA Acquisition Corp. and Selina Holding Company. Key points include that the presentation is for informational purposes only and does not constitute an offer to sell or buy securities. Forward-looking statements are based on estimates and assumptions and actual results could differ. Non-GAAP financial measures are presented to provide additional perspective but are not a substitute for GAAP measures.
Copyright
© © All Rights Reserved
We take content rights seriously. If you suspect this is your content, claim it here.
Available Formats
Download as PDF, TXT or read online on Scribd
0% found this document useful (0 votes)
308 views65 pages

Selina Investor Presentation

This investor presentation provides a disclaimer and overview of a proposed business combination between BOA Acquisition Corp. and Selina Holding Company. Key points include that the presentation is for informational purposes only and does not constitute an offer to sell or buy securities. Forward-looking statements are based on estimates and assumptions and actual results could differ. Non-GAAP financial measures are presented to provide additional perspective but are not a substitute for GAAP measures.
Copyright
© © All Rights Reserved
We take content rights seriously. If you suspect this is your content, claim it here.
Available Formats
Download as PDF, TXT or read online on Scribd
You are on page 1/ 65

INVESTOR

PRESENTATION

2022

CONFIDENTIAL
1
Disclaimer
This investor presentation (this “Presentation”) is for informational purposes only to assist interested parties in making their own evaluation with respect to the proposed business combination (the “Business Combination”) between BOA Acquisition Corp. (“BOA”) and Selina
Holding Company, UK Societas (the “Company”). The information contained herein does not purport to be all-inclusive and none of BOA, the Company or their respective directors, officers, stockholders or affiliates makes any representation or warranty, express or implied, as to the
accuracy, completeness or reliability of the information contained in this Presentation or any other written or oral communication communicated to the recipient in the course of the recipient's evaluation of the Company or BOA. The information contained herein is preliminary and
is subject to change and such changes may be material.
This Presentation does not constitute (i) a solicitation of a proxy, consent or authorization with respect to any securities or in respect of the proposed Business Combination or (ii) an offer to sell, a solicitation of an offer to buy, or a recommendation to purchase any security of
BOA, the Company, or any of their respective affiliates. You should not construe the contents of this Presentation as legal, tax, accounting or investment advice or a recommendation. You should consult your own counsel and tax and financial advisors as to legal and related
matters concerning the matters described herein, and, by accepting this Presentation, you confirm that you are not relying upon the information contained herein to make any decision.
The data contained herein is derived from various internal and external sources. No representation is made as to the reasonableness of the assumptions made within or the accuracy or completeness of any projections or modeling or any information contained herein. Any data on
past performance or modeling contained herein is not an indication as to future performance. The Company and BOA assume no obligation to update any information in this Presentation, except as required by law.
The distribution of this Presentation may also be restricted by law and persons into whose possession this Presentation comes should inform themselves about and observe any such restrictions. The recipient acknowledges that it is (a) aware that the United States securities laws
prohibit any person who has material, non-public information concerning a company from purchasing or selling securities of such company or from communicating such information to any other person under circumstances in which it is reasonably foreseeable that such person is
likely to purchase or sell such securities, and (b) familiar with the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (collectively, the "Exchange Act"), and that the recipient will neither use, nor cause any third party to use, this
Presentation or any information contained herein in contravention of the Exchange Act, including, without limitation, Rule 10b-5 thereunder.
This Presentation and information contained herein constitutes confidential information and is provided to you on the condition that you agree that you will hold it in strict confidence and not reproduce, disclose, forward or distribute it in whole or in part without the prior written
consent of BOA and the Company and is intended for the recipient hereof only.
No securities commission or securities regulatory authority in the United States or any other jurisdiction has in any way passed upon them merits of the Business Combination or the accuracy or adequacy of this Presentation.
Forward-Looking Statements
Certain statements in this Presentation may be considered forward-looking statements. Forward-looking statements generally relate to future events or BOA’s or the Company’s future financial or operating performance. For example, projections of future revenue, adjusted EBITDA
and other metrics are forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “may”, “should”, “expect”, “intend”, “will”, “estimate”, “anticipate”, “believe”, “predict”, “potential” or “continue”, or the negatives of these terms or
variations of them or similar terminology. Such forward-looking statements are subject to risks, uncertainties, and other factors which could cause actual results to differ materially from those expressed or implied by such forward looking statements.
These forward-looking statements are based upon estimates and assumptions that, while considered reasonable by BOA and its management, or the Company and its management, as the case may be, are inherently uncertain. Factors that may cause actual results to differ
materially from current expectations include, but are not limited to: (1) the occurrence of any event, change or other circumstances that could give rise to the termination of negotiations and any subsequent definitive agreements with respect to the Business Combination; (2) the
outcome of any legal proceedings that may be instituted against BOA, the Company, the combined company or others following the announcement of the Business Combination and any definitive agreements with respect thereto; (3) the inability to complete the Business
Combination due to the failure to obtain approval of the shareholders of BOA, to obtain financing to complete the Business Combination or to satisfy other conditions to closing; (4) changes to the proposed structure of the Business Combination that may be required or appropriate
as a result of applicable laws or regulations or as a condition to obtaining regulatory approval of the Business Combination; (5) the ability to meet stock exchange listing standards following the consummation of the Business Combination; (6) the risk that the Business
Combination disrupts current plans and operations of BOA or the Company as a result of the announcement and consummation of the Business Combination; (7) the ability to recognize the anticipated benefits of the Business Combination, 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 retain its management and key employees; (8) costs related to the Business Combination; (9) changes in applicable laws or regulations and
delays in obtaining, adverse conditions contained in, or the inability to obtain regulatory approvals required to complete the Business Combination; (10) the Company’s estimates of expenses and profitability and underlying assumptions with respect to stockholder redemptions and
purchase price and other adjustments; and (11) other risks and uncertainties set forth in the section entitled “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements” in BOA’s final prospectus relating to its initial public offering dated February 25, 2021 and in
subsequent filings with the Securities and Exchange Commission (“SEC”), including the proxy statement relating to the Business Combination expected to be filed by BOA.
Nothing in this Presentation should be regarded as a representation by any person that the forward-looking statements set forth herein will be achieved or that any of the contemplated results of such forward-looking statements will be achieved. You should not place undue
reliance on forward-looking statements, which speak only as of the date they are made. Neither BOA nor the Company undertakes any duty to update these forward-looking statements.
Non-GAAP Financial Measures
This Presentation includes certain financial measures not presented in accordance with GAAP including, but not limited to, Adjusted EBITDA and certain ratios and other metrics derived therefrom. These non-GAAP financial measures are not measures of financial performance in
accordance with GAAP and may exclude items that are significant in understanding and assessing the Company’s financial results. Therefore, these measures should not be considered in isolation or as an alternative to net income, cash flows from operations or other measures of
profitability, liquidity or performance under GAAP. You should be aware that the Company’s presentation of these measures may not be comparable to similarly-titled measures used by other companies.

DISCLAIMER 2
Disclaimer
Non-GAAP Financial Measures (continued)
The Company believes these non-GAAP measures of financial results provide useful information to management and investors regarding certain financial and business trends relating to the Company’s financial condition and results of operations. The Company believes that
the use of these non-GAAP financial measures provides an additional tool for investors to use in evaluating ongoing operating results and trends in and in comparing the Company’s financial measures with other similar companies, many of which present similar non-GAAP
financial measures to investors. These non-GAAP financial measures 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.
This Presentation also includes certain projections of non-GAAP financial measures. Due to the high variability and difficulty in making accurate forecasts and projections of some of the information excluded from these projected measures, together with some of the excluded
information not being ascertainable or accessible, the Company is unable to quantify certain amounts that would be required to be included in the most directly comparable GAAP financial measures without unreasonable effort. Consequently, no disclosure of estimated
comparable GAAP measures is included and no reconciliation of the forward-looking non-GAAP financial measures is included.
Other companies may calculate these non-GAAP financial measures differently, and therefore such financial measures may not be directly comparable to similarly titled measures of other companies. In addition, such information and data may not be included in, may be
adjusted in or may be presented differently in any proxy statement or registration statement to be filed with the SEC. There may also be material differences between the presentation of the financial information included in this Presentation and in the proxy statement.
Use of Projections
This Presentation contains financial forecasts with respect to the Company’s projected financial results, including revenue and Adjusted EBITDA. The Company's independent auditors have not audited, reviewed, compiled or performed any procedures with respect to the
projections for the purpose of their inclusion in this Presentation, and accordingly, they did not express an opinion or provide any other form of assurance with respect thereto for the purpose of this Presentation. Projections used in this presentation should not be relied upon as
being necessarily indicative of future results. The assumptions and estimates underlying the prospective financial information are inherently uncertain and are subject to a wide variety of significant business, economic and competitive risks and uncertainties that could cause
actual results to differ materially from those contained in the prospective financial information. Accordingly, there can be no assurance that the prospective results are indicative of the future performance of the Company or that actual results will not differ materially from
those presented in the prospective financial information or that the prospective financial information will be the same as that presented in the proxy statement related to the Business Combination. Inclusion of the prospective financial information in this Presentation should
not be regarded as a representation by any person that the results contained in the prospective financial information will be achieved.
Industry and Market Data
In this Presentation, BOA and the Company rely on and refer to certain information and statistics obtained from third-party sources which they believe to be reliable. Neither BOA nor the Company has independently verified the accuracy or completeness of any such third-party
information. You are cautioned not to give undue weight to such industry and market data.
This Presentation may include trademarks, service marks, trade names and copyrights of other companies, which are the property of their respective owners. Solely for convenience, some of the trademarks, service marks, trade names and copyrights referred to in this
Presentation may be listed without the TM, SM, (c) or (r) symbols, but such references are not intended to indicate, in any way, that the applicable licensor will not assert, to the fullest extent under applicable law, its rights to these trademarks and trade names. We do not intend
our use or display of other companies’ trade names, trademarks or service marks to imply a relationship with, or endorsement or sponsorship of us by, any other companies.
Additional Information
In connection with the proposed Business Combination, BOA intends to file with the SEC a registration statement on Form F-4 and/or a proxy statement. This Presentation does not contain all the information that should be considered concerning the proposed Business
Combination and is not intended to form the basis of any investment decision or any other decision in respect of the Business Combination. BOA’s shareholders and other interested persons are advised to read, when available, the preliminary proxy statement/prospectus and
the amendments thereto and the definitive proxy statement/prospectus and other documents filed in connection with the proposed Business Combination, as these materials will contain important information about BOA, the Company and the Business Combination.
Shareholders will be able to obtain copies of the preliminary proxy statement/prospectus, the definitive proxy statement/prospectus and other documents filed with the SEC, without charge, once available, at the SEC’s website at www.sec.gov, or by directing a request to BOA.
Participants in the Solicitation
BOA and its directors and executive officers may be deemed participants in the solicitation of proxies from BOA’s shareholders with respect to the proposed Business Combination. A list of the names of those directors and executive officers and a description of their interests
in BOA is contained in BOA’s final prospectus related to its initial public offering dated February 25, 2021, which was filed with the SEC and is available free of charge at the SEC’s web site at www.sec.gov, or by directing a request to BOA. Additional information regarding the
interests of such participants will be contained in the proxy statement/prospectus for the proposed Business Combination when available.
The Company and its directors and executive officers may also be deemed to be participants in the solicitation of proxies from the shareholders of BOA in connection with the proposed Business Combination. A list of the names of such directors and executive officers and
information regarding their interests in the proposed Business Combination will be included in the proxy statement for the proposed Business Combination when available.

Definitions of certain capitalized terms used herein are provided in the appendix to this presentation

DISCLAIMER 3
Introduction

Our Story

The Selina Platform

Technology and Data Overview

Growth Drivers

Financial Highlights

Transaction Overview

4
5
Today’s Speakers

RAFAEL MUSERI DANIEL RUDASEVKI


Co-Founder & CEO Co-Founder & CGO
20+ years of experience 20+ years of experience

BARBARA ZUBIRIA SAM KHAZARY


CFO SVP, Head of Corp. Dev.
20+ years of experience 20 years of experience
⬥ COLE ⬥
REAL ESATE INVESTMENS

STEVEN OHAYON
VP, Head of Strategy
10 years of experience

INTRODUCTION 7
Today’s Speakers

BRIAN FRIEDMAN BEN FRIEDMAN


Chairman & CEO CFO
20 years of experience 11 years of experience

INTRODUCTION 8
BOA Overview
BOA Overview Industry Expertise Target Thesis
• $230mm SPAC formed to invest in businesses • Comprised of investors, operators and leaders • Focus on companies with distinct competitive
that provide innovative and technological in the real estate sector seeking to leverage advantages and the operational acumen to
solutions for the broader real estate industry sector specific expertise to unlock improve the real estate sector through
opportunities innovation and optimization
• Management has a strong record of investment • Select investment criteria includes:
• Seeks to take advantage of the opportunity in
in lifestyle focused properties across major US
the midst of COVID-19 where accretive • Growth potential with a large addressable
markets
solutions and disruptive innovation are needed market
for margin improvement in the sector • Well versed in public equity investing, private
• Competitive moat
and public M&A, divestitures, and corporate
strategy across the real estate and technology • Proven unit economics
sectors
• Best-in-class management team
• Benefit from being a public company

INTRODUCTION 9
BOA: Supported by Experienced Board & Advisors
Independent Board of Directors1 Strategic Advisors

Anthony Wanger,
President & Founder, David Glazer,
IO Data Centers CFO & Treasurer,
Palantir Technologies

Lorron James
CEO,
James Group
International Sam Beznos
CEO,
Beztak Companies

Shane Battier
Vice President,
Miami Heat

Dennis Ratner
Former CEO,
Jenny Abramson Ratner Companies
Founder & Managing Partner,
Rethink Impact

Griffin Rotman
Srikanth Batchu Principal,
Head of Advertising, Instacart Roystone Capital Management

1.Brian Friedman (CEO) is the Chairman, and Ben Friedman (CFO) is a member of the BOA Board of Directors.

INTRODUCTION 10
Investment Highlights
Scaled Platform 145 / ~39,000 25
Locations1 / Beds1 Countries1

Adj. Corporate EBITDA Positive by +95%


Clear Path to Near-Term Profitability
Q1 2023 of 2022E Revenue from
Open and Secured Beds2

47 / 3.1x 61%
Differentiated Product Offering NPS Score3 / Social Media Engagement of F&B Revenue from
Relative to Traditional Hospitality Operators4 Local Communities5

~$350mm6 ~90%
Secured Pipeline with Asset-Light Model Commitments from Capital Partners to of Hotel Conversion Funded by
Triple Bed Count by 2025E Capital Partners7

$1.2bn / 27% +80%


Long-Term Growth Opportunity 2025E Revenue / 2025E Unit-Level of 2025E Revenue from Open,
EBITDA Margin8 Secured, and Capital Partners Beds9
1. Includes Open and Secured beds and countries as of January 31, 2022. 6. As of end of Q3 2021. Assumes price per bed of $8,750 which implies 40,000 new beds from the $350 million commitments from Capital Partners.
2. Excludes Remote Year revenue. 7. In each of Selina's Capital Partner contracts, Selina is only responsible for funding, at most, pre-opening costs, which are generally 10% of development costs.
3. As of June 2021 for all locations, calculated based on lifetime NPS starting from November 2018.
4. Based on average engagement in Q1 2021, which is calculated as average likes plus average comments per post divided by total followers. Peers include: Soho House,
8. Total revenue includes Remote Year. Unit-Level EBITDA margin excludes Remote Year and Other revenue.
9. Based on $940mm revenue from Open and Secured beds and beds financed by Capital Partners over total revenue excluding Remote Year of $1,115mm. INTRODUCTION 11
The Standard, CitizenM, Moxy Hotels, Marriott, AirBnb, and MamaShelter.
5. Based on Q1 2021. Measures revenue from non-guests.
Selina Jaco, Costa Rica
Our journey began in a small fishing
village in Panama where we brought
travelers together in an environment
that blended work and travel with an
authentic, local experience

OUR STORY 13
Who We Are
STAY WORK
Selina is a locally hosted global community of
remote workers and digital nomads

We are the first global play, stay, work


ecosystem

PLAY EXPERIENCE
We have created a community of over 1mm
unique guests

We have scaled to 145 locations in 251


countries across 6 continents

+1mm Unique guests 66% made a new friend 50% Direct sales
1. Includes both Open and Secured locations as of January 31, 2022.

OUR STORY 14
Millennials & Gen Z Travelers Are a Substantial Market
Opportunity…

Millennials and Gen Z spend


~$350bn per year on travel1 $802bn
2021 Global Hotel
and Other Travel
Accommodation Market2

1. Source: AARP and United Nations World Population Prospects data as of 2019. Selina estimate based on travel spend by generation and population size by generation.
2. Source: “Hotel and Other Travel Accommodation Global Market Report 2021: COVID-19 Impact and Recovery to 2030” by The Business Research Company as of January 2021.
OUR STORY 15
…With Specific Preferences and Needs
Experiences First Wellness

78% 830mm
prefer to spend on
experiences over
international and domestic
wellness trips made by We believe these
material goods1 world travelers2
trends have
Remote Work Connections
become more
pronounced
23%
By 2028

73%
of all departments
of Millennials
travel specifically to
due to COVID-19
are expected to meet and befriend
utilize remote other travelers4
workers3

1. Harris Interactive report based on a survey conducted online within the United States by Harris Poll on behalf of Eventbrite from June 27-July 1, 2014 among 2,083 adults
ages 18 and older, among which 507 were millennials ages 18-34.
2. Global Wellness Institute 2018 reporting 2017 travel statistics. OUR STORY 16
3. Upwork’s FutureWorkplace Report published on 3/5/2019.
4. The Wandering RV – Millennial Travel Stats published on 2/7/2021.
Current Offerings Fail to Satisfy Their Preferences…

Global Hotel Brands Hostels Short-Term Rentals


Minimal remote work capabilities Limited amenities Minimal opportunity to connect with others
Misaligned pricing Poor guest experience Inconsistent quality

OUR STORY 17
…Which Has Created a Significant Opportunity
We believe there is a significant opportunity to convert existing, poorly appointed room supply to destinations developed specifically
with the Millennial and Gen Z traveler in mind

Global Demand Global Supply Only 2 of the 159 brands owned by large,
16.9mm rooms3 global hotel companies are developed
$802bn1 for millennial and Gen Z travelers5

Neglected Supply White Space


demand = ~6.5mm rooms ripe
for conversion

43% Travel Spend From <3% Rooms Designed for = 40% Potential
Millennials and Gen Z2 Millennials and Gen Z4 Underutilized Supply
1. Global Hotel and Other Travel Accommodation Market Size per “Hotel and Other Travel Accommodation Global Market Report 2021: COVID-19 Impact and Recovery to 2030” report by The Business Research Company as of January 2021.
2. Calculated as $350bn Millennial and Gen Z travel spend divided by Global Demand spend on travel of $802bn.
3. STR Global Reports as of 2020. OUR STORY 18
4. Selina estimate, which includes ~475K of boutique and soft brand hotel rooms per STR Global Reports as of 2020.
5. Includes Moxy Hotels and Jo&Joe. Based on total hotel brands of Marriott International, Wyndham Hotels & Resorts, Choice Hotels International, Hyatt, Accor Hotels, IHG Hotels & Resorts, and Hilton. Source: STR Global Reports as of 2020.
Selina: The Complete Offering at a Democratized Price

Selina Chelsea, NYC Selina La Fortuna, Costa Rica

Selina Los Lirios Tulum, Mexico Selina Granada, Nicaragua

We provide a full-service experience at a democratized


price point that is more accessible to Millennials and
Gen Z than traditional lodging options

Traditional Alternative Accommodations /


Lodging Hostels

OUR STORY 19
How We Do It

Source Convert Activate and Operate


Identify underperforming hotels Local experience boards create hyper- Plug converted destination into Selina’s
through proprietary technology local concepts hospitality technology platform

80%+ of deals executed off- ~120 days to convert 3


Partner with local F&B providers to
attract locals and experience seeking
market and without brokers1 travelers

Increase density of beds per location


20%+ discount to market Activate programming and
content strategy
lease prices2
Add new revenue generating products
such as co-working and F&B 40% of location revenue generated
from non-room products (e.g., co-work,
experiences, and F&B)4

1. Based on 169 deals since 2014. 80% includes deals sourced by Selina employees.
2. Market lease rates based on internal analysis done prior to Selina closing transactions on the last 27 deals from mid-2019 to April 23, 2021.
3. Average of last 20 locations opened between March 2020 – June 2021. Conversion time is the time between Selina receiving keys to begin Selina's own conversion, and opening, excluding months where development could not occur due to COVID-19 restrictions. OUR STORY 20
4. Based on Q3 2021. Calculated as F&B and Experience revenue divided by total revenue.
Differentiated Business Model Drives Attractive Payback Period
With Long-Term Earnings Potential

~90% EBITDA Payback Period4


of conversion costs funded
by Capital Partners1
Mature by Q8

Long-Term
Landlord commitment to Selina2

Payback
by Q56

<2 Year Capex Profitable


Rent penalty cost for early Investment by Q25
lease termination3

Q0 Q1 Q2 Q3 Q4 Q5 Q6 Q7 Q8

1. In each of Selina's Capital Partner contracts, Selina is only responsible for funding, at most, pre-opening costs, which are generally 10% of development costs. 5. Before COVID-19 (i.e., February 2020), Selina properties generated an EBITDA of $44 per bed in its second quarter of operations on average.
2. A majority of Selina’s long term leases range from 15-20 years based on deals with signed contracts from 2014 - 2021. 6. Before COVID-19 (i.e., February 2020), Selina properties generated a median EBITDA of $727 per bed and an average of $900 per bed in the first
3. Based on medians of all properties open by the end of 2018 (and that had at least 5 quarters of operation pre-COVID). five quarters, which is greater than its current average out-of-pocket investment of $650 per bed. OUR STORY 21
4. Calculated as average quarterly EBITDA for locations ramping from 0 to 24 months divided by Selina’s out of pocket capex contribution of $650 per bed (pre-
opening costs). Data based on properties that had least 5 quarters of operations pre-COVID (pre-March 2020).
Destination Case Study: Miami Gold Dust and Little River
SUMMARY
In the last year, we opened two destinations in Miami outside of the traditional Miami
Beach hotel scene
We created destinations powered by local F&B, content, and programming that are
producing drastically improved economics

PRE-SELINA1 SELINA2
Miami Hotel
Market
Concentration
$53 $118
Room RevPAR Room RevPAR

$0 $83
F&B and Other
F&B and Others
RevPAR
We leased our locations at a
>50% discount3
Conversion costs were fully funded by our Capital Partners 16%5 to leases in Miami Beach while generating
who purchased the assets and leased to Selina Unit-Level similar revenue per available room4
EBITDA Margin
1. Based on 2019 full year data.
2. Unit-Level results for Q3 2021 for Miami Gold Dust and Miami Little River using weighted average method by number of bedspaces.
3. Based on Selina’s rent per key per month compared to Selina’s research and previous negotiations in market. OUR STORY 22
4. Source: CBRE Miami Hotel report as of Q1 2021.
5. Based on Q3 2021.
Selina Can Use This Playbook Around the World
We convert old, tired hotels into exciting, contemporary locations that generate, on average, a 2.4x1 increase in revenue compared to prior hotel operators

Urban Remote
BEFORE AFTER BEFORE AFTER

Revenue Uplift Revenue Uplift


2 2
Lisbon,
Portugal 2.9x Puerto Viejo,
Costa Rica 5.9x
BEFORE AFTER BEFORE AFTER

Revenue Uplift Revenue Uplift


2 2
Rio de Janeiro,
Brazil 3.6x Red Frog,
Panama 7.4x

1. Calculated as total revenue uplift over previous operators based on sample of 32 hotels from Guatemala, Costa Rica, Panama, Mexico, Peru, UK, Portugal, Ecuador, Argentina, Colombia, and Israel for properties for which we are able to source pre-Selina revenue figure. Pre-Selina revenues provided by
landlord, and are last full year of operations pre-Selina. Selina figures are 2019 FY (if open for less than full year then revenue is annualized) or 2021 FY for properties opened in 2020.
2. Based on 2019 Selina Unit-Level Revenue divided by pre-Selina Unit-Level Revenue. OUR STORY 23
Selina Lapa Rio de
Janeiro, Brazil
We Spent the Last Six Years Building ~39,000
BEDS1,2
Our Platform Consists of:
and Scaling the Platform 145
LOCATIONS1,3
Includes Open & Secured
1
Tech-Enabled
~12,000 Infrastructure
BEDS
TODAY
54
LOCATIONS
2
~2,400 Powerful and
BEDS
Engaging Brand
16 2019
~250 LOCATIONS
BEDS

2 3
LOCATIONS
2017 Authentic Global Community

2014

1. Today, as of January 31, 2022.


2. Includes 20,183 Open beds and 18,670 Secured beds.
3. Includes 90 Open locations and 54 Secured locations. THE SELINA PLATFORM 25
1 Our Proprietary Tech Platform Enables Us to Scale
Quickly and Operate Efficiently

Propietary Real Estate Sourcing Owned PMS


We can map distressed, off-market Our owned and flexible PMS can create and
real estate in cities around the world sell alternative products like subscriptions,
co-working packages, tokens1 and more

Tech-Enabled Operations Selina Exchange


Our locations can be fully cashless with Our platform can exchange unsold
remotely monitored utility costs and rooms to content providers like
ability to predict maintenance issues musicians, artists and yoga instructors,
from our headquarters drastically reducing programming costs

1. Cashless Selina currency used to pay for products and offerings at properties.

THE SELINA PLATFORM 26


2 Selina is the Largest Hospitality Brand Built to Address
the Needs of Millennial and Gen Z Travelers
145
Open + Secured

111
90
Open
# of Open locations

31 32
26
15 15 15
9 10 10
4 4

Freehand JO&JOE The Standard The Hoxton ACE HOTELMama Shelter GeneratorThe Student Hotel Citizen Meiniger HotelsSoho House Moxy Hotels Selina
1

First
2016 2012 1998 2006 1999 2008 2006 1995 2008 1995 1999 2014 2014
Opening

Countries 2 1 4 3 5 8 6 10 9 14 9 22 25

Source: Company websites, SEC filings where available.


Note: Peer locations only includes Open properties.
1. Includes both Open and Secured locations as of January 31, 2022. THE SELINA PLATFORM 27
2 Selina Has an Established Brand That Resonates
With Our Target Customers…
Superior NPS Satisfaction1
Selina Destinations with the highest
66% guest social experiences (i.e. guests
2
47 Of Guests Make a that make friends) achieve the highest
New Friend6 NPS & RevPOBs
Retail Lodging
and Gaming Peer 6
Set Average3
“This is my first time at a Selina property and I'm fully in love.
The rooms are great value…the food and service is impeccable
and the rooftop is a vibe. If you're a young professional looking
High Direct Bookings Levels4,5 to have a workcation, then this is the hotel for you - with the
co-work and the space in the lobby to work you'll meet
some other fellow travelers who are here too. The team here
50% are all so passionate about the hotel and it really is an
extension of the location it's in.”

18-34 y/o 32% - Selina Theatrou Athens, 10/18/207

1. Peer NPS scores are sourced from a third party data provider. Source: Customer Guru 2021. 6. Based on 6,734 responses to Selina’s guest survey as of 6/5/2021 (YTD 2021).
2. As of June 2021 for all locations, calculated based on lifetime NPS starting from November 2018. 7. Source: TripAdvisor.
3. Includes Wyndham, Hilton, MGM Resorts, Marriott, Hyatt, and Wynn Resorts. THE SELINA PLATFORM 28
4. Selina Direct bookings as of Q3 2021. Includes bookings made through our web, app, subscription channels, call center, walk-ins, and/or extensions.
5. Source: Phocuswright.
2 …With a Reach and Level of Engagement That Proves the Strength
of Our Community
Engagement rate1

1.48% 3.1x Average Engagement to Peers2


2.2mm+
1.42% Followers today4

1.00%
0.89%
200k+ average monthly
0.65% interactions (comments, likes, saves)5

0.49% 0.44% Peer Average2: 0.48%


0.44%
0.33%
0.25%
0.21% We have reached over

410mm+
people with our content over the
Influencers3 last twelve months6

Δ to Selina (4%) (32%) (40%) (56%) (67%) (70%) (70%) (78%) (83%) (86%)

1. Source: Rival IQ 2021 Social Media Industry Benchmark Report as of February 2021. 5. As of YTD 11/15/2021.
2. Average engagement calculated as average likes plus average comments per post divided by total followers. Calculated as a simple average 6. Reach refers to the total number of unique accounts that have seen a post or story across Instagram, Facebook
of all the peer companies excluding Influencers, Peloton and Lululemon. Data as of Q1 2021. and TikTok over the last twelve months as of 10/31/2021. THE SELINA PLATFORM 29
3. Represents top 1,000 Instagram personalities by number of followers.
4. As of 11/15/2021. Based on followers from Instagram, Facebook, LinkedIn and TikTok.
3 We Have a Growing Community of Local Talent and Creators That
Spread Our Brand Around the World

190+ 2,000+
Concept
Ambassadors1
2.3 million
Content
Providers1 40%
of location revenue generated
Visitors3 from non-room products4

300+ 1,600+
61%
F&B and Other Employees2
Operating
Partners
~1,800+ F&B revenue comes from
Artists & local communities5
Designers1

Note: As of Q3 2021. 4. Based on Q3 2021. Calculated as F&B and Experience revenue divided by total revenue.
1. Based on Company estimates. 5. Local communities refers to non-guests at Selina who are consuming F&B and Experience related products.
2. Includes contractors and interns. THE SELINA PLATFORM 30
3. Based on Company estimates for 2022E. In 2022, we will operate an average of 32k beds times an occupancy of 56% x 365 days in year
divided by an average length of stay 2.8 days.
Our Platform is Designed For Rapid Scaling With a Near-Term
Path to Profitability
Efficient Asset Transformation
Driven by Local Community Attractive
Authentic
Unit
Brand
Economics

Highly Engaged Ability to Attract


Consumers Significant Growth
Capital

Profitable
Drives Increased Brand Scaled Business Tech Capabilities Driving
Awareness Efficient Operations

THE SELINA PLATFORM 31


Selina Antigua,
Guatemala
PMS1 / RMS2 / BI3 / UPSELL DATA LAKE MODELS PERSONALIZED EXPERIENCE

1. Personal Booking Engine 2. App Pre-Check-In 3. Customized Offers


Matches the customer’s exact needs using When checking in, the customer According to the customer’s input,
the best conversion methodologies. confirms or customizes their we offer them free experiences to
preferences and needs. enhance their stay.

1. PMS represents property management system.


2. RMS represents revenue management software.
3. BI represents business intelligence. TECHNOLOGY AND DATA OVERVIEW 33
PMS / RMS / BI / UPSELL DATA LAKE MODELS PERSONALIZED EXPERIENCE

4. Upselling 5. Interactive Experience 6. Connect!


According to the customer’s input, Customized notifications and interactions: Find out who is around via app and meet
we’ll find well-suited additional - Surfer? Wake up for the waves! during one of our curated experiences or at
offerings that might interest them. - Yoga lover? Check out this class! one of our F&B locations.

TECHNOLOGY AND DATA OVERVIEW 34


PMS / RMS / BI / UPSELL DATA LAKE MODELS PERSONALIZED EXPERIENCE

7. Customized attention 8. Checking out? 9. Where to next?


Chat with our connectors who are Don’t forget to sign up for Luna According to the customer’s profile
here to help you have the best Loyalty to claim your tokens and take and our optimization, we offer
experience. your playlist on the go. customized options for their next trip.

TECHNOLOGY AND DATA OVERVIEW 35


Selina Chelsea, NYC
Significant Supply and Demand Tailwinds

Demand Tailwinds Provide Long-Term Opportunity Supply Dynamics Aligned with Selina’s Strengths

Pent-up travel demand with increased disposable income Limited brands / offerings for Millennials and Gen Z

Improved acceptance of alternative accommodations Globalization creating more attractive destinations

Focus on health and wellness More capital available for real estate opportunities

Remote work Properties rely on strong, identifiable brands to compete

Selina is well positioned to take advantage of these trends

GROWTH DRIVERS 37
Increased Demand for Selina Destinations
We are experiencing demand greater than pre-COVID-19 levels, and our outperformance in new openings signals
brand resonance with our target customers
Selina Indexed Net Advanced Bookings1

56%
200%
All Locations Today
175%
Open Locations in January 2020 68%
150%
Increase from Average occupancy 60
property openings days after opening2
125% through COVID-19

13%
100%

75%

50%
Above pre-COVID-19
same-store net
31%
advance bookings Higher occupancy relative
levels to comparable hotels in
25%
Selina markets3
0%

1. Net of cancellations.
2. Based on all deals from January 2020 to April 2021.
3. Includes private room occupancy only in markets where Selina has Open locations. Source: STR. GROWTH DRIVERS 38
Innovative Subscription Channels to Drive Community Growth

Selina Subscription Offerings Seamless Plug-In of New Brand

Subscription model that allows guests to stay at any Selina for as long as Platform that provides similar work / stay / play offering in remote
desired with full amenities including accommodation, co-working, wellness destinations often utilizing Selina destination for these guests
activities, and locally-curated events

2,600+ ~$800 3% 1mm 55% 24%


Packages Sold Subscription per Acquisition Cost Customer Increase in New Steady-State
since September Month2 per New Database1 Member Signups 2025E EBITDA
2020 Launch1 Subscriber3 Q1’21 over Q1’194 Margin

Both programs leverage Selina’s capabilities to deliver a community-based offering with


flexible work, learn, and stay solutions to an expanding class of digital nomads

1. As of 6/21/2021.
2. Based on average monthly data from June 2021.
3. Based on April, May, and June 2021 CAC as a % of monthly revenue. GROWTH DRIVERS 39
4. Based on Company data from Q1 2019 and Q1 2021.
Selina’s Capital Partners Are the Engine Driving Near-Term Growth
Powerful Capital Partnerships Diverse Global Footprint of Capital Partners with Significant White
Provide Line of Site to Space to Expand Presence
Explosive Growth UK Germany

~$350mm committed capital from 1


Spain
Capital Partners in 12 geographies funding
USA Portugal
Greece Israel
Miami Morocco
40k future beds 2 Mexico Puerto Rico
Thailand
Caribbean
Panama

Capital is available at Selina’s discretion Brazil

Chile
Today Australia
Proven demand with $35mm+
capital
committed during the COVID-19 pandemic3 Under Negotiations New Zealand

1. As of 10/31/2021.
2. Assuming that $350mm of capital converts to 40k beds and 10k rooms (assumes four beds per room on average).
3. Represents commitments from Capital Partners in Panama ($3.6 million) and Morocco ($31.7 million) from 3/31/2020 to 6/25/2021. GROWTH DRIVERS 40
Clear Unit Expansion Strategy With Partner Committed Capital
and a Large Pipeline

95+% Current to 2025E Bridge


24K 102K
Of 2022E portfolio already
Open or Secured1
41K

~8k
Added Secured Beds in Q2 and 15K 1K 35K 1K

Q3 2021, run-rate of ~16,000 per


19K
year

~6k Current Secured Organic Growth / 2022E Beds Secured Funded by Organic Growth / 2025E Beds
Beds Beds Portfolio Beds Partners Portfolio
Beds currently in advanced in '22E Acquisitions in '23E Acquisitions
negotiations, including portfolios2

1. Calculated as Opened and Secured revenue divided by total Selina revenue. Based on 35k beds Open by end 2022 with 19k beds currently Open and another 15k Secured
(and due to Open by end of 2022).
2. As of Q3 2021. GROWTH DRIVERS 41
The Selina of the Future
Selina Core
Our foundation will create Business in 2025E
opportunity:
400+ 10mm+
Global Locations1 Guests2
Home away from home Virtual
for millions of global citizens $1.2bn Students B2S
Revenue
World
Paid memberships Travelers

B2C Remote
Global partnerships Workers

B2B
1. Includes 145 locations that are Open and Secured and remaining beds assumed to have estimated 250 beds per location.
2. Based on Company estimates.
GROWTH DRIVERS 42
Selina Manchester, UK
Our Locations Reach Attractive Unit Economics at Maturity
2019A By Property Age (Months)
Occupancy RevPOB1

58%
$ 43 Mature locations are
50% defined as those
45% $ 31 older than 24 months
$ 28

0-12 12-24 24+ 0-12 12-24 24+

Annual Revenue per Available Bed Unit-Level EBITDA Margin (%) In 2019, mature
Selina beds generated
$9k in revenue per
$ 9,002 bed at an 18% Unit-
16% 18% Level EBITDA margin
$ 5,564
$ 4,493

0-12 12-24 24+ (3)%


0-12 12-24 24+

2019A
Full Portfolio Occupancy: 49% RevPOB: $31 Revenue per bed: $5,489 Unit-Level EBITDA Margin: 7%

1. Revenue per Occupied Bed per day.

FINANCIAL HIGHLIGHTS 44
Our Locations in Developed Markets Outperform
Emerging Market Properties In 2019, Developed Markets
delivered 136% more revenue
Occupancy1 RevPOB1 Annual Revenue per Available Bed1 than Emerging Markets

+136% Properties in Developed


Markets are able to generate
higher occupancy and more
revenue through higher rates
+73% and F&B revenues

+35%
Properties in Developed
Markets represented only 5%
of portfolio in 2019 and are
expected to comprise ~50%
of the portfolio by 2025

Emerging Developed Emerging Developed Emerging Developed

1. Relative performance calculated based on weighted average performance of Selina’s properties in Developed and Emerging Markets in 2019.

FINANCIAL HIGHLIGHTS 45
Our Properties Operating Without Government
Mandated COVID-19 Restrictions Are Outperforming
This represents 24% of our …which are performing better than expected relative to 2022E Unit-Level targets Developed
portfolio in Q2 and Q3 20211… Emerging

+4,000 $16.6
$15.4
40% outperformance
relative to 2022E target

Q2 and Q3 2021 Annualized RevPAB


$14.7
$13.6
Beds $12.0 $12.0
$10.9 $10.3 Q2 and Q3 2021 Actual: $10.6
$10.2 $10.0

20
(in 000s)
$9.2 $9.1 $9.1 $8.5
$8.2 $7.92022E Target: $7.6
$7.8 $7.5
$5.5 $5.4
Properties

~56% 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20
Occupancy

33 Last 6 Month3
Unit-Level
EBITDA
8% for all properties operating without government
mandated COVID-19 restrictions
vs.
3%
2022E Target
Average Age (Months)2 Margin4

1. Operational properties indicated by no government-mandated restrictions and fully-operational room capacity and F&B.
2. Calculated as a weighted average of the cohort’s age in months.
3. Last 6 Month time period refers to Q2 and Q3 2021. FINANCIAL HIGHLIGHTS 46
4. Includes room and F&B direct costs, OTA commission, direct operating payroll, expenses, undistributed expenses (overhead payroll, overhead costs, utilities), insurance, and rent.
Our Top Performing Properties Are Currently Exceeding Long-Term
Profitability Targets Despite a Challenged Operating Environment
Despite widespread COVID-19 restrictions affecting our portfolio, 26 properties performed at a positive unit-level EBITDA margin for Q2 and Q3 2021. Over
the same period amongst our properties operating without government mandated COVID-19 restrictions, 60%+ of properties and 75%+ of properties with
F&B services performed at a positive unit-level EBITDA margin

Age
28 22 4 14 53 44 13 32 33 28
(months)

40% 40%

34% 33% 33%


27
Last 6 Month EBITDA Margin %

31%
28%
26% Average
22% 22% Age (Months)1

50%
Ericeira, Geres, Paros, Brighton, Medellin, Santa Teresa Mancora, Nosara, Costa Cusco Huaraz, Vila Nova, Occupancy
Portugal Portugal Greece United Kingdom Colombia South, Peru Rica Peru Portugal
Costa Rica

Developed Emerging
1. Weighted average by bedspaces.

FINANCIAL HIGHLIGHTS 47
Our Portfolio Will Mature Rapidly and Shift to More Developed Markets
Developed vs. Emerging Markets (# of beds)
Developed 50% / 50%
Emerging Mix shift to Developed Markets (31%
46% / 54%
by 2022) will also help drive higher
40% / 60%
31% / 69% revenues through increased rates,
14% / 86% 22% / 78% occupancy and F&B revenue
5% / 95%

2019A 2020A 2021E 2022E 2023E 2024E 2025E

# of
12k 18k 22k 35k 54k 76k 102k
Beds1
Existing beds are expected to mature
Weighted Average Portfolio Age2 3.0 rapidly, driving higher revenue per bed
(in years)
2.4
2.7 and higher margins
2.4 2.3
2.0

1.4

2019A 2020A 2021E 2022E 2023E 2024E 2025E

1. Open beds at the end of each period.


2. Portfolio age is weighted by number of beds and date of Open. Portfolio weighted average calculated at end of period.
FINANCIAL HIGHLIGHTS 48
Our Portfolio Mix Shift and Technology Investment Creates A Highly
Visible Path to Increased Revenue per Bed
Ramp of fully mature beds (24+ months), 2019A – 2025E
Projection for Full Portfolio

~$15,000
2019A
Developed 12% 1
Market Revenue
~
per Bed
9%
22% 1 ~$12,500
~

~
~$7,500

Portfolio moves from 5% of beds


located in developed markets to 2022E $7.5k revenue per bed assumes continued
COVID impact on RevPOB and Occupancy to account
31%
for market recovery in travel, while the portfolio
continues to ramp to maturity

% Mature2 38% 62% 77%

% Developed 5% 31% 50%


1. Full mature revenue per bed in 2022E and 2025E calculated as taking weighted average revenue per bedspace for fully mature Developed and Emerging beds, based on portfolio bed mix in 2022E
and 2025E, respectively. 2025 figure also assumes 12% uplift from operational improvements implanted from 2022E through 2025E due to technology investment.
2. Calculated as weighted average maturity of existing, secured and unsecured portfolio, by number of beds. Maturity refers to weighted average age in months divided by 24 months, which FINANCIAL HIGHLIGHTS 49
represents full maturity.
We Have an Attractive Revenue Growth Profile
Annual Revenue $1,215
($ in millions)

1,115 In 2022E, +95% of


$823
revenues are expected to
Open + Secured 90% ‘21E –
‘25E CAGR
come from existing Open
Revenue
Unsecured 763 from Capital and Secured sites
662
Partner
Consolidated Revenue with Remote Year $506 Financed
333 Beds:
467 $500mm3
$234 95
In 2025E, +80% of
$69 $93 219
453
revenues are expected to
$36 430
69 90
3 372 come from Open,
36 215
90 Secured, and Capital
2019A 2020A 2021E 2022E 2023E 2024E 2025E Partner committed sites3

Beds1 12k 18k 22k 35k 54k 76k 102k

Locations2 54 81 ~90 ~140 ~210 ~310 ~410

1. Open beds at the end of each period.


2. 2022-2025 location count assumes 250 beds per new location.
3. Revenue from Capital Partner financed beds assumes $12.5k revenue per bed multiplied by the number of Capital Partner financed beds of 40k. FINANCIAL HIGHLIGHTS 50
Selina Has a Highly Visible Path to Increased Profitability

Selina Unit-Level EBITDA Margin Over Time COVID-19 Recovery Operational Improvements
Margin improvement driven by
Labor model
operational improvements and continued We conservatively assumed
aging of location portfolio continued COVID19 headwinds Implementation of a flexible labor model
through end of 2022 at units (flex based on occupancy)
27%

Full recovery assumed in 2023E CAC


23%
Improved Revenue Management through
Mature AI Integration
18%
18%
Increase Direct Selling through bolstered
CRM capabilities and improved Web & App
Maturity of Portfolio
Smart Properties
7%
Mature properties delivered IoT enabled properties
18% Unit-Level EBITDA Margin Procedure-less receptions
3% in 2019 Predictive maintenance and housekeeping

As the portfolio matures, better Selina Exchange


2019A 2022E 2023E 2024E 2025E
unit economics will expand
margins Utilize unsold rooms in exchange for
content and programming services
Sizeable investment in CAC to drive strong
uptick in occupancy as market continues to
recover

Note: Chart excludes 2020A and 2021E EBITDA margins given COVID impact.

FINANCIAL HIGHLIGHTS 51
Summary Financial Projections
($ in millions) 2019A 2020A 2021E 2022E 2023E 2024E 2025E EBITDA positive at the Unit-Level by 2022, with
3% Unit-Level EBITDA margin
End of Period Beds (000s) 11.7 18.2 22.4 35.2 53.6 76.2 101.6

Selina Revenue (A) $ 56 $ 36 $ 90 $ 219 $ 467 $ 763 $ 1,115


Corporate overhead spend right-sized during
Remote Year Revenue - - 4 15 39 60 100 COVID-19. Jump from 2021 to 2022 due to
Other Revenue
1
13 - - - - - - estimated incremental recurring costs
Total Revenue $ 69 $ 36 $ 93 $ 234 $ 506 $ 823 $ 1,215 associated with becoming a public company and
returning employee related costs to normalized
(-) Selina Unit-Level Operating Expenses (B) $ (52) $ (54) $ (101) $ (213) $ (381) $ (587) $ (814) levels post COVID-19
Selina Unit Level EBITDA (A) - (B) $4 $ (18) $ (11) $6 $ 86 $ 176 $ 301
Selina Unit Level EBITDA Margin % 7% NM NM 3% 18% 23% 27%
Economies of scale in corporate overhead spend
(+) Technical Services Fees - - 1 8 19 24 27
(-) Pre-opening Costs2 (6) (2) (2) (6) (12) (15) (17)
Projections contemplate Adjusted Corporate
(-) FF&E Reserve - - (2) (5) (14) (23) (33) EBITDA will breakeven in Q1 2023, under the
(-) Remote Year Operating Expenses3 - - (3) (12) (29) (41) (68) current expected opening timing of new
(-) Other Operating Expenses (20) - - - - - - properties
Operating Income (Loss) before Corporate Overhead $ (9) $ (20) $ (13) $4 $ 90 $ 181 $ 311

(-) Corporate Overhead Expenses4 (61) (41) (29) (42) (52) (61) (70)
Adj. EBITDA $ (70) $ (61) $ (43) $ (37) $ 38 $ 120 $ 241
Adj. EBITDA Margin % NM NM NM NM 7% 15% 20%

Note: Non-GAAP figures presented. Revenue figures include net booking amount from revenue derived from Travel & Tours.
1. Other Revenue: revenue derived from sites that generated revenue, but were not currently operating as a hotel under the Selina brand,.
2. Include operating costs incurred prior to opening a new location as well as costs associated with physical space within opened locations where that space is not operational. FINANCIAL HIGHLIGHTS 52
3. Represents costs of operating the Remote Year business including CAC and delivery costs.
4. Includes Selina corporate overhead, Remote Year corporate overhead, and global IT operating expenses. Excludes any one-off expenses associated with public company preparedness and de-SPAC process.
Selina Casco Viejo,
Panama
Transaction Summary
Sources and Uses Pro Forma Valuation
($ in mm) ($ in mm)
PF Shares Outstanding 5 119.6
Sources Amount % Share Price $10.00
PF Equity Value 1,196
SPAC Cash in Trust 1 230 20%
(-) PF Net Cash 6 (254)

Proceeds from PIPE 2 55 5% PF Enterprise Value 942

PF E V / 2022E Revenue 4.0x


Selina Shareholder E quity Rollover 3 851 75%
2022E Revenue 234

Total Sources 1,136 100% PF E V / 2023E Revenue 1.9x


2023E Revenue 506

Uses Amount %
Pro Forma Ownership
BOA Sponsors
PIPE 5%
Investors
Cash to Balance Sheet 267 24% 5%
BOA Public
Shareholders
3 851 75%
Selina Shareholder E quity Rollover 19%

4 18 2%
Transaction Fees

Total Uses 1,136 100% Existing


Shareholders
71%

Note: Assumes no redemptions from BOA investors. Excludes impact of 6.6mm sponsor warrants and 7.7mm public warrants. Assumes 3. Includes Selina convertible debt.
a nominal share price of $10.00 per share. Totals may not sum due to rounding. 4. Excludes estimated Selina transaction expenses of $12-13mm.
1. Excludes any interest earned on the BOA Cash in Trust. BOA Cash amount subject to change depending on the actual interest earned. 5. Includes 85.1mm existing shareholder rollover shares, 5.8mm PIPE shares, 5.8mm BOA founder shares and 23.0mm BOA public shareholder shares. TRANSACTION OVERVIEW 54
2. Includes $10.0mm funded at announcement with pre-payment share-based fee and $45.0mm funded at closing for $10.00 per share. 6. Pro forma net cash excludes Selina convertible debt; includes $6mm of balance sheet cash and $19mm of corporate debt outstanding, excluding
Excludes $15.0mm minimum equity backstop. $58mm unit-level debt and $4mm forfeitable government aid debt outstanding as of 09/30/2021.
Operational Benchmarking
’17A – ’19A Revenue CAGR
Median: 22% Median: 18%
147%
117%

29% 37%
27% 22% 20% 27%
10% 9% 8% 7%
NA NA NA NA
1

'20A - ‘23E Revenue CAGR


142% Median: 29% Median: 34%
131%

47%
39% 40% 39%
31% 30% 29% 25% 25% 30%
20% 19% 22%
13%

Lifestyle Brands Travel and Hospitality


Source: FactSet as of 11/19/2021 and company financial model. Consensus estimates that are not available are excluded as not available (“NA”).
1. Sonder valuation as of 10/28/2021 and projections as of Q3 2021.
TRANSACTION OVERVIEW 55
Valuation Comparables
TEV / 2022E Revenue
Median: 8.2x Median: 5.8x
18.0x

11.8x 11.8x 11.5x


8.9x 8.2x
6.1x 5.5x 6.1x 5.8x 5.8x
4.0x 3.5x 3.2x 3.8x 3.2x

TEV / 2023E Revenue


Median: 6.7x Median: 5.1x
14.6x

10.4x 9.5x 8.7x


7.7x
6.7x
5.7x 4.8x 5.5x 5.2x 5.1x
2.9x 2.5x 3.4x
1.9x 1.3x

Lifestyle Brands Travel and Hospitality


Source: FactSet as of 11/19/2021 and company financial model.
1. Sonder valuation as of 10/28/2021 and projections as of Q3 2021.
TRANSACTION OVERVIEW 56
Valuation Comparables (Cont.)
TEV / 2022E Revenue Median Multiples1
8.2x
5.8x Peer Median: 6.1x

4.0x

Selina Lifestyle Brands Travel and Hospitality

TEV / 2023E Revenue Median Multiples1


6.7x
5.1x Peer Median: 5.5 x

1.9x

Selina Lifestyle Brands Travel and Hospitality

Source: FactSet as of 11/19/2021 and company financial model.


1.Lifestyle includes BMBL, FIGS, LULU, MCG, MTN, PLNT, SHAK, WRBY, YETI; Travel and Hospitality includes ABNB, BKNG, HLT, IHG, Sonder, WH.
TRANSACTION OVERVIEW 57
Valuation Comparables (Cont.)
Lifestyle Brands

Implied (Disc.) / Prem. (66%) (66%) (65%) (55%) (51%) (34%) (27%) 14% 27%
‘22E Revenue Multiple
142% 30% 29% 39% 25% 25% 19% 20% 31% 47%
'20A - ‘23E Revenue CAGR

Growth-Adj. Revenue Multiple1 .03x .39x .41x .29x .36x .32x .32x .28x .11x .07x

Implied (Disc.) / Prem. On (93%) (93%) (90%) (92%) (91%) (91%) (90%) (75%) (58%)
Growth-Adj. Basis
Avg. Implied (Disc.) / Prem on Growth-Adj. Basis: (90%)

Travel and Hospitality


2

Implied (Disc.) / Prem. (78%) (34%) (31%) (30%) 5% 28%


‘22E Revenue Multiple
'20A - ‘23E Revenue CAGR 142% 39% 40% 30% 13% 22% 131%

Growth-Adj. Revenue Multiple1 .03x .46x .15x .20x .45x .17x .02x

Implied (Disc.) / Prem. On (94%) (81%) (85%) (94%) (83%) 19%


Growth-Adj. Basis
Avg. Implied (Disc.) / Prem on Growth-Adj. Basis: (88%)
Source: FactSet as of 11/19/2021 and company financial model.
1. Calculated as TEV/FY22E revenue multiple divided by ‘20A-‘23E revenue CAGR.
2. Sonder valuation as of 10/28/2021 and projections as of Q3 2021. TRANSACTION OVERVIEW 58
Valuation Comparables (Cont.)
TEV / 2024E EBITDA
Median: 23.5x Median: 13.5x

38.3x

28.5x 27.8x
24.9x
22.1x
18.4x
17.2x
2024E 2025E 15.6x
13.5x 13.1x

7.8x 8.9x

3.9x
NM NA NA NA
1

Lifestyle Brands Travel and Hospitality


Source: FactSet as of 11/19/2021 and company financial model. Multiples greater than 60x are excluded as not meaningful (“NM”). Consensus estimates that are not available are excluded as not available (“NA”).
1. Sonder valuation as of 10/28/2021 and projections as of Q3 2021.
TRANSACTION OVERVIEW 59
Selina Antigua,
Guatemala
Audited GAAP Consolidated Financials
$ in mm

GAAP P&L
Audited
2019 2020

Total Revenue $ 66.0 $ 35.2


(-) Cost of Sales (6.9) (3.8)
(-) Total Operating Expenses (133.6) (100.6)
Operating Income / (Loss) $ (74.4) $ (69.2)
(-) Other Income and Expenses (27.9) (67.9)
Income (Loss) before Income Taxes $ (102.4) $ (137.0)
(-) Income Tax (2.8) (2.3)
Net Loss $ (105.1) $ (139.3)

Note: These financial statements have been prepared in compliance with International Financial Reporting Standards (IFRSs) as issued by the International Accounting Standards Board (IASB) in accordance with the provisions of
the Companies Act 2006.
APPENDIX 61
GAAP to Non-GAAP Reconciliation
$ in mm
Non-GAAP Bridge
2019 2020
Net Loss $ (105.1) $ (139.3)
(+) Income taxes 2.8 2.3
(+) Interest Expense, Net 29.1 54.7
(+) D&A 19.4 21.6
(-) Non-operating Income, Net1 (3.6) (6.5)
(+) Impairments 2.5 19.7
EBITDA $ (55.0) $ (47.5)
(-) Rent2 (19.6) (15.9)
(+) Stock Based Compensation Expenses 2.0 2.4
(+/-) Other Income / (Expenses) 2.1 -
Adjusted Corporate EBITDA $ (70.4) $ (61.1)
(+) Corporate Overhead 60.9 41.0
(+) Pre-Opening and Cost of Non-Operated Spaces 3 5.6 2.0
(+) Loss from Non-Selina Branded Operations 4 7.6 -
Unit Level EBITDA $ 3.7 $ (18.0)

Non-GAAP Revenue Bridge

GAAP Revenue $ 66.0 $ 35.2


(+) Experience Revenue Gross Up (Partner Revenue)5 2.6 0.8
Non-GAAP Revenue $ 68.6 $ 35.9
1. Add back of (i) Reversal of bad debt write-offs (ii) Gain on net monetary position and (iii) Share of loss in associates. 3. Add back of operating costs incurred prior to opening a new location as well as costs associated with physical space within opened
Additionally, in 2020, this line also includes (iv) Income (from COVID-related rent concessions and (v) Government grants. locations where that space is not operational.
2. IFRS-16 lease accounting applied in GAAP figures. Rent expense is subtracted for Non-GAAP purposes. 4. Add back of net operating loss of non-branded Selina assets. APPENDIX 62
5. Add back of revenue generated from Experience partners, whereby Selina is paid a commission and is not entitled to the gross revenue.
Definitions
• Bed: Refers to bedspace, a measure used by Selina to measure the sleeping revenue for any given property, for any given period, divided by the number of
capacity of a property. Every 5.5 m2 of accommodation (sleeping room) area in a beds that were rented (counted nightly) in that same period
property, equals one bedspace. This measure is used, instead of physical beds, • Direct Booking: Bookings for bed rentals made through direct Selina channels:
to give a static measure of property capacity, by avoiding misleading fluctuations website, app, walk-ins, and extensions
that would arise from changing room mixes in any given property • Concept Ambassadors: Board of local taste-makers (for example, influencers,
• Open [Beds/Locations]: Beds/Locations, that have been open and available to be artists, entrepreneurs) that provide input on concept and programming for each
rented in the past location
• Secured [Beds/Locations]: Beds/Locations that are not yet opened, but are • Content Providers: 3rd parties that deliver content at Selina locations (for
under contract and fully committed to Selina by a Landlord (occasionally example, DJs or yoga instructors)
contingent on completion of due diligence at Selina's discretion, and sourcing of • Net Advanced Bookings: The dollar value of booking made on any given day,
funding by Selina) retrospectively reduced by any cancellations made subsequent to booking
• Tokens: Loyalty points that can be exchanged by customers or employees for • Advanced Negotiations Beds: Beds in pipeline, for which a Letter Of Intent has
bed rental been sent to the real estate owner
• Emerging Markets: Of the markets in which Selina currently has secured beds, all • Unit-Level EBITDA: Revenue received at property (room revenue, F&B revenue
South American countries, all central American countries, Mexico, and Morocco, and other revenue), minus departmental and undistributed costs, minus rent and
are considered Emerging Markets other property costs. For the avoidance of doubt, unit-level EBITDA does not
• Developed Markets: Of the markets in which Selina currently has secured beds, include overhead expenses, pre-opening / pre- delivery costs, FFE reserves, and
all EU countries, the UK, the USA, and Israel, are considered Developed Markets Capital Partner Profit Share, or interest expense
• Conversion Costs: The cost over converting an old hotel to Selina specs • Capital Partners: Financial and strategic partners in each market that provide
including the cost of FF&E, Creative, OS&E, pre-opening, IT, soft and hard costs, contractual commitments to fund conversion costs, security deposits, and
but not including any structural hard capex required (which is generally paid for advance rent payments required to open properties, provided certain drawdown
by the landlord) conditions are met. The size of the contractual commitment is defined either by
• NPS: Score tracked through a post stay survey sent by email to every guest a dollar / local currency amount, or a number of beds funded. In exchange for
within 24 hours of check out. It is the result of a single question asking the guest funding, Capital Partners received a fixed yield on any capital invested (for the
how likely they are to recommend us on a scale from 1-10. The NPS is calculated duration of the lease in question), and a percentage of profits
using the official NPS methodology • Non-Room Revenue: Refers to income that is not generated from rental of beds
• RevPOB: Stands for Revenue per occupied bed. The is calculated as total (e.g., F&B, co-work, experiences, etc.)

APPENDIX 63
Summary Risk Factors
The below list of risk factors has been prepared solely for purposes of the proposed private placement financing (the “Private Placement”) as part of the proposed business combination (the “Proposed Business Combination”) of BOA Acquisition Corp. (“BOA”) and Selina Holding Company, UK Societas (“Selina”), and solely
for potential investors in the Private Placement and not for any other purpose. The risks presented below are certain of the general risks related to the business of Selina, and such list is not exhaustive. The list below is qualified in its entirety by future disclosures contained in future documents filed or furnished by Selina or
BOA with the U.S. Securities and Exchange Commission (the “SEC”), including in documents filed or furnished in connection with the Private Placement and the Proposed Business Combination. The risks presented in such filings will be consistent with those that would be required for a public company in its SEC filings,
including with respect to the business and securities of Selina and BOA and the Proposed Business Combination and Private Placement, and may differ significantly from and be more extensive than those presented below.
Investing in securities (the “Securities”) to be issued in connection with the Private Placement or the Proposed Business Combination involves a high degree of risk. Potential investors should carefully consider the risks and uncertainties inherent in Selina and the Securities, including those described below and in any future
filing filed or furnished by Selina or BOA with the SEC, before subscribing for the Securities. If Selina cannot address any of such risks and uncertainties effectively, or any other risks and difficulties that may arise in the future, Selina’s business, financial condition or results of operations could be materially and adversely
affected. The risks described below are not the only ones Selina faces. Additional risks that Selina currently does not know about or that the Selina currently believes to be immaterial may also impair Selina’s business, financial condition or results of operations. You should review this investors presentation and preform
your own due diligence prior to making an investment in Selina and BOA.

1. The current COVID-19 pandemic has materially and adversely impacted Selina’s business, financial condition, results of operations, liquidity and cash flows and may continue to impact in the future subject to the evolution of the pandemic in the different markets where Selina operates.
2. Selina’s growth depends, in part, on its ability to increase revenues generated by its existing hotels and the services provided thereat.
3. Selina’s growth depends, in part, on its ability to grow the number of hotels in operation.
4. Selina may not be able to manage its expected growth, which could adversely affect its results of operations.
5. Selina’s sales and marketing strategies may not result in expected customer acquisition and revenue growth or may be difficult to scale.
6. Some of Selina’s existing development pipeline may not be developed into new hotels or may not open on the anticipated timeline, which could materially adversely affect Selina’s growth prospects.
7. Selina may seek to expand its business through acquisitions of and investments in other businesses and properties, or through alliances, and these activities and their integration to Selina’s operating model may be unsuccessful or divert management’s attention.
8. Timing, budgeting, and other risks could result in delays or cancellations of Selina’s efforts to develop, redevelop, convert, or renovate the properties that Selina owns or leases, or make these activities more expensive, which could reduce Selina’s profits or impair its ability to compete effectively.
9. Selina is exposed to the risks resulting from significant investments in owned and leased real estate, which could increase its costs, reduce its profits, limit its ability to respond to market conditions, or restrict its growth strategy.
10. Selina may be unable to onboard new properties in a timely and cost-effective manner, negotiate satisfactory leases or other arrangements to operate new properties or renew or replace existing properties on satisfactory terms or at all, which could adversely affect its results of operations.
11. The fixed cost nature of Selina’s leases may limit its operating flexibility and could adversely affect its liquidity.
12. The legal rights of Selina to use certain leased hotels could be challenged by property owners or other third parties, which could prevent Selina from operating the affected hotels or increase the costs associated with operating such hotels.
13. Selina’s hotels are subject to a number of operational risks and internal controls may not be in place to mitigate such risks in a timely manner or at all.
14. Because Selina derives a significant portion of its revenues from operations throughout the world, the risks of doing business internationally, or in a particular country or region, could lower its revenues, increase its costs, reduce its profits, disrupt its business or expose it to increasingly complex, onerous or
uncertain tax obligations.
15. Selina has significant exposure to the economic and political situations in emerging market countries, in particular, in Latin America, and developments in these countries could materially impact Selina’s financial results, or its business more generally.
16. If Selina is not able to maintain its current brand standards or is not able to develop new initiatives, including new brands, successfully, its business and profitability could be harmed.
17. Adverse incidents at, or adverse publicity concerning, Selina or its properties or brands could harm its reputation and the reputation of its brands, as well as adversely affect Selina’s market share, business, financial condition, or results of operations.
18. Selina has a history of losses and may be unable to achieve profitability for the foreseeable future.
19. Economic and other conditions may adversely impact the valuation of Selina’s assets resulting in impairment charges that could have a material adverse impact on its results from operations.
20. Changes in, or interpretations of, accounting rules and regulations could result in unfavorable accounting charges or otherwise significantly impact our reported financial information and operational processes.
21. Selina relies on partners and third-party service providers and if such third parties do not perform adequately or terminate their relationships, Selina’s costs may increase and its business, financial condition and results of operations could be adversely affected.
22. If Selina or its third-party funders or partners are unable to access the capital necessary to fund current operations or implement Selina’s plans for growth, Selina’s ability to compete effectively could be diminished and its expected profits could be reduced.
23. Cyber risk and the failure to maintain the integrity of customer, colleague, or company data could adversely affect Selina’s business, harm Selina’s reputation, and/or subject Selina to costs, fines, penalties, investigations, enforcement actions, or lawsuits.
24. Information technology system failures, delays in the operation of Selina’s information technology systems, or system enhancement failures could reduce Selina’s revenues and profits and harm the reputation of its brands and business.
25. If Selina fails to stay current with developments in technology necessary for its business, its operations could be harmed and its ability to compete effectively could be diminished.
26. Selina depends on its key personnel and other highly skilled personnel, and if it fails to attract, retain, motivate or integrate its personnel, its business, financial condition and results of operations could be adversely affected
27. Selina’s global operations subject it to significant labor and employment risks, including with respect to unionized labor.
28. Selina has operations in countries known to experience high levels of corruption and any violation of anti-corruption laws could subject Selina to penalties and other adverse consequences.
29. Any failure by Selina to protect its trademarks and other intellectual property rights could negatively impact its business.
30. Selina’s failure to comply with applicable laws and regulations may increase its costs, reduce its profits, or limit its growth.
31. Adverse judgments or settlements resulting from legal proceedings in which Selina may be involved in the normal course of its business could reduce its profits or limit its ability to operate its business.
32. Any further and continued decline or disruption in the travel and hospitality industries or economic downturn would materially adversely affect Selina’s business, results of operations, and financial condition.
33. Selina’s revenues and the value of Selina’s hotels are subject to conditions affecting the lodging industry.
34. Risks relating to natural or man-made disasters, contagious diseases, such as the COVID-19 pandemic, terrorist activity, and war could reduce the demand for lodging, which may adversely affect Selina’s financial condition and results of operations.
35. Selina operates in a highly competitive industry.
36. Price increases for commercial airline service for Selina’s target customers or major changes or reduction in commercial airline service and/or availability could adversely impact the demand for travel and undermine Selina’s ability to provide reasonably lodging and other services to its target customers.
37. Selina will be required to comply with certain provisions of Section 404 of the Sarbanes-Oxley Act of 2002, and if it fails to comply, its business could be harmed and its share price could decline.

APPENDIX 64

You might also like

pFad - Phonifier reborn

Pfad - The Proxy pFad of © 2024 Garber Painting. All rights reserved.

Note: This service is not intended for secure transactions such as banking, social media, email, or purchasing. Use at your own risk. We assume no liability whatsoever for broken pages.


Alternative Proxies:

Alternative Proxy

pFad Proxy

pFad v3 Proxy

pFad v4 Proxy