Filed by Blackstone Products, Inc
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 Companies:
Blackstone
Products, Inc.
Ackrell SPAC Partners I Co.
(Commission File No. 001-39821)
INVESTOR PRESENTATION Proposed Business Combination with Ackrell SPAC
Partners I Co. (NASDAQ: ACKIU) STRICTLY PRIVATE AND CONFIDENTIAL PROPRIETARY AND CONFIDENTIAL APRIL 2022 © Nomura
DISCLAIMER Disclosures – This presentation is being provided for
informational purposes only and has been prepared to assist interested parties in making their own evaluation with respect to a potential business combination (the “proposed business combination”) between North Atlantic Imports, LLC
d/b/a Blackstone Products (the “Company”) and Ackrell SPAC Partners I Co. (“Ackrell”). Neither this presentation, nor any of the information contained herein, is intended to be used by the recipient for any other purpose or
distributed to any third party without the express written consent of the Company. The information contained herein does not purport to be all-inclusive and none of Ackrell, the Company or their respective affiliates or representatives makes any
representation or warranty, express or implied, as to the accuracy, completeness or reliability of the information contained in this presentation. The contents herein are not to be construed as legal, business or tax advice, and the recipient should
consult its own attorney, business advisor and tax advisor as to legal, business and tax advice. In connection with the proposed business combination, on February 15, 2022 the Company filed a registration statement on Form S-4 (the “Form
S-4”) with a proxy statement with the Securities and Exchange Commission (the “SEC”). Forward-Looking Statements –This presentation contains “forward-looking statements” within the meaning of the “safe
harbor” provisions of the Private Securities Litigation Reform Act of 1995. Actual results may differ from their expectations, estimates and projections and, consequently, you should not rely on these forward-looking statements as predictions
of future events. For example, projections of future net revenue, gross profit, gross margin, Adjusted EBITDA and other metrics are forward-looking statements. In some cases, you can identify forward-looking statements through the use of words or
phrases such as “may”, “should”, “could”, “predict”, “potential”, “believe”, “will likely result”, “expect”, “continue”, “will”,
“anticipate”, “seek”, “estimate”, “intend”, “plan”, “projection”, “would” and “outlook”, or the negative version of those words or phrases or other
comparable words or phrases of a future or forward-looking nature, but the absence of such words does not mean that a statement is not forward-looking. These forward-looking statements are not historical facts and are based upon estimates and
assumptions that, while considered reasonable by Ackrell and its management, and 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 those listed in the Appendix: (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
proposed business combination; (2) the outcome of any legal proceedings that may be instituted against Ackrell, the Company, the combined company or other following the announcement of the proposed business combination and any definitive agreements
with respect thereto; (3) the inability to complete the proposed business combination due to the failure to obtain approval of the shareholders of Ackrell, to obtain financing to complete the proposed business combination or to satisfy other
conditions to closing; (4) changes to the proposed structure of the proposed 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 proposed
business combination; (5) the ability to meet stock exchange listing standards following the consummation of the proposed business combination; (6) the risk that the proposed business combination disrupts current plans and operations of Ackrell or
the Company as a result of the announcement and consummation of the proposed business combination; (7) the ability to recognize the anticipated benefits of the proposed business combination, which may be affected by, among other things, competition
and 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 proposed 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 proposed 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; (11) the Company's inability to increase outdoor cooking market penetration or expand the categories for outdoor cooking; (12) the addressable
market the Company intends to target does not grow as expected; (13) increased regulatory costs and compliance requirements in connection with any international or product line expansion; (14) the Company's inability to expand and diversify its
supply chain; (15) the loss of any key executives; (16) the loss of any relationships with key retailers; (17) the loss of any relationships with key suppliers; (18) the inability to protect the Company's patents and other intellectual property;
(19) lower than expected attachment rate and cross-selling capabilities for new products; (20) new technologies that compete with the Company in the griddle market and other outdoor cooking markets; (21) the inability to increase engagement with
end-users via social media or other digital channels; (22) fluctuations in sales of the Company’s major customers; (23) the Company’s ability to execute its business plans and strategy; (24) the Company’s ability to maintain
sufficient inventory and meet customer demand; (25) the Company’s inability to deliver expected cost and manufacturing efficiencies; and (26) other risks and uncertainties indicated from time to time in other documents filed or to be filed
with the SEC by Ackrell. You are cautioned not to place undue reliance upon any forward-looking statements, which speak only as of the date on which they are made, and neither Ackrell nor the Company undertakes any obligation to publicly update or
revise any forward-looking statement, whether as a result of new information, future developments or otherwise, except as required by law. Financial Data and Use of Projections; Non-GAAP Financial Measures – The historical financial data
included in this presentation does not conform to Regulation S-X. In addition, the historical financial information included herein (i) may not include all adjustments required by the generally accepted accounting principles in the United States
(“GAAP”) under the Public Company Accounting Oversight Board (“PCAOB”) standard, and (ii) is preliminary and subject to change, including in connection with the audit of the Company’s financial statements under the
PCAOB standard for its fiscal year ended December 31, 2021, which has not been completed. The Company’s independent registered public accounting firm, Marcum LLP, has not audited or reviewed the Company's financial statements for the year
ended December 31, 2021, and does not express an opinion with respect to, any of the financial information or data included in this presentation. Such information and data may not be included in, may be adjusted in or may be presented differently in
any proxy statement, registration statement or prospectus to be filed with the SEC. This presentation contains projected financial information for the Company with respect to certain financial metrics for the Company. Neither Ackrell’s nor the
Company’s independent auditors have audited, studied, 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. These projections are forward-looking statements and should not be relied upon as being necessarily indicative of future results. The assumptions and
estimates underlying such projections are inherently uncertain and 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 projections 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
projections will be achieved. Since the financial projections cover multiple years, such information by its nature becomes less reliable with each successive year. In addition, this presentation includes references to non-GAAP financial measures,
including but not limited to EBITDA and Adjusted EBITDA. Such non-GAAP measures should be considered only as supplemental to, and not as superior to, financial measures prepared in accordance with GAAP. Additionally, to the extent that
forward-looking non-GAAP financial measures are provided, they are presented on a non-GAAP basis without reconciliations of such forward-looking non-GAAP measures due to the inherent difficulty in forecasting and quantifying certain amounts that are
necessary for such reconciliation. 2
DISCLAIMER – CONTINUED Financial Data and Use of Projections; Non-GAAP
Financial Measures (continued) – The Company believes that these non-GAAP financial measures 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 actual and projected 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. The principal limitation of these non-GAAP financial measures is that they exclude significant expenses and other amounts that
are required by GAAP to be recorded in the Company's financial statements. In addition, they are subject to inherent limitations as they reflect the exercise of judgments by management about which expense and other amounts are excluded or included
in determining these non-GAAP financial measures. You should review the Company's audited financial statements, which are included in the registration statement relating to the proposed business combination. Industry and Market Data – Unless
otherwise indicated, information contained in this presentation concerning the Company’s industry, competitive position and the markets in which it operates is based on information from independent industry and research organizations, other
third-party sources and management estimates. Management estimates are derived from publicly-available information released by independent industry analysts and other third-party sources, as well as data from the Company’s internal research,
and are based on assumptions made by the Company upon reviewing such data, and the Company’s experience in, and knowledge of, such industry and markets, which the Company believes to be reasonable. While the Company believes that such
third-party information is reliable, the Company has not independently verified, and makes no representation as to the accuracy or completeness of, such third-party information. In addition, projections, assumptions and estimates of the future
performance of the industry in which the Company operates and the Company’s or the combined entity’s future performance are necessarily subject to uncertainty and risk due to a variety of factors, including those described above. These
and other factors could cause results to differ materially from those expressed in the estimates made by independent parties and by the Company. Trademarks – The trademarks, service marks, trade names and copyrights included herein are the
property of the owners thereof and are used for reference purposes only. Such use should not be construed as an endorsement of the products or services of the Company or Ackrell. No Offer or Solicitation – 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 or the solicitation of an offer to buy any securities, or a solicitation of any vote
or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of
securities shall be made except by means of a prospectus meeting the requirements of the U.S. Securities Act. 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. Important Information for Investors and Stockholders – In connection with the proposed business combination, on February 15, 2022, the
Company filed a registration statement on Form S-4 with a proxy statement with the SEC. The Form S-4 contains information about the proposed transaction and the respective businesses of the Company and Ackrell. Ackrell will mail a final prospectus
and definitive proxy statement and other relevant documents after the SEC completes its review. Ackrell stockholders are urged to read the preliminary prospectus and proxy statement and any amendments thereto and the final prospectus and definitive
proxy statement in connection with the solicitation of proxies for the special meeting to be held to approve the proposed transaction, because these documents will contain important information about Ackrell, the Company, and the proposed
transaction. The final prospectus and definitive proxy statement will be mailed to stockholders of Ackrell as of a record date to be established for voting on the proposed transaction. Stockholders of Ackrell will also be able to obtain a free copy
of the proxy statement, as well as other filings containing information about Ackrell, without charge, at the SEC’s website (www.sec.gov) or by calling 1-800-SEC-0330. Copies of the proxy statement and Ackrell’s other filings with the
SEC can also be obtained, without charge, by directing a request to: info@ackrellspac.com or Ackrell SPAC Partners I Co., 2093 Philadelphia Pike #1968, Claymont, DE 19703. Additionally, all documents filed with the SEC can be found on
Ackrell’s website, www.ackrellspac.com. This presentation does not contain all the information that should be considered in the proposed business combination. It is not intended to form any basis of any investment decision or any other
decision in respect to the proposed business combination. Participants in the Solicitation – The Company and Ackrell and their respective directors and officers and other members of management and employees may be deemed participants in the
solicitation of proxies in connection with the proposed business combination. Ackrell stockholders and other interested persons may obtain, without charge, more detailed information regarding directors and officers of Ackrell in Ackrell’s
Annual Report on Form 10-K for the fiscal year ended December 31, 2021, which was filed with the SEC on March 31, 2022. Information regarding the persons who may, under SEC rules, be deemed participants in the solicitation of proxies from
Ackrell’s stockholders in connection with the proposed business combination will be included in the definitely proxy statement/prospectus the Ackrell intends to file with the SEC. Risk Factors – For a non-exhaustive description of the
risks relating to an investment in the proposed business combination, please review “Risk Considerations” in the Appendix. 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. Neither the SEC nor any securities commission or other regulatory authority of any other U.S. or non-U.S.
jurisdiction has approved or disapproved of the proposed business combination contemplated hereby or determined that this presentation is truthful or complete. Any representation to the contrary is a criminal offense. 3
TABLE OF CONTENTS 1 Executive Summary 2 Business Overview 3 Financials 4
Transaction Overview 5 Closing Remarks 6 Appendix
TODAY’S PRESENTERS Blackstone Products Ackrell SPAC Partners I Co.
Roger Dahle James McCormick Scott Stevenson Jonathan Leong Founder & Chief Financial Officer Vice President, Marketing Advisor Chief Executive Officer 5
PROPOSED TRANSACTION SUMMARY Ackrell SPAC Partners Overview Transaction
Summary § On December 22, 2021, Ackrell entered into a definitive business § Ackrell SPAC Partners I Co. (“Ackrell”) is a Nasdaq-listed combination agreement with North Atlantic Imports, LLC d/b/a Blackstone SPAC formed to
complete a combination with a branded Products (“Blackstone” or the “Company”), a leading producer of griddles consumer goods business and accessories for outdoor cooking use, headquartered in Logan, UT Transaction §
Transaction is expected to close in Q2 2022 § Public since December 21, 2020 under the ticker “ACKIU” § Post-closing, the Company will retain the Blackstone name 1 § Has $139M in cash in trust, which can be used by the
merger § Company is expected to trade under the ticker “BLKS” partner as growth capital, to repay debt or for shareholder payments § Transaction implies a pro forma enterprise value of $900M 2 § 11.1x 2022E adjusted EBITDA
of $81M § Seeking a privately-held, high-growth merger partner with an § Implies ~40% discount to Traeger’s current valuation and enterprise value of $500M - $1B+ Valuation 3 ~37% discount to Traeger’s valuation at IPO §
Stable and / or growing revenue § Existing Blackstone shareholders will receive 71% of the pro forma 4 equity § Branded products and / or a strong distribution platform § Transaction will be funded by a combination of Ackrell cash
held in trust, § Management team with strong integrity, character and equity roll-over from existing Blackstone ownership and proceeds from ethics, with the skill to operate a public company and with a the PIPE and convertible offering 5
commitment to long-term value creation Capital § Transaction expected to result in ~$95M net proceeds to Blackstone to Structure be used to invest in further marketing efforts, new product development § Shareholders that want to stay
invested in the company and international expansion and participate in future growth 5 § Strong balance sheet with positive working capital and ~$120M net debt post-closing Source: Company information. | (1) Excludes cash deposited in trust to
obtain SPAC extension; (2) EBITDA (earnings before interest, taxes, depreciation and amortization) and Adjusted EBITDA are non-GAAP metrics. Adjusted EBITDA is calculated as EBITDA adjusted for certain items, including non-cash compensation expense,
fees related to customer account receivable finance programs and one-time or other non-recurring expenses (such as legal expenses and other fees and expenses related to the proposed business combination). These metrics are not meant as an
alternative for net income (loss) or any other items calculated in accordance with GAAP; (3) Per FactSet as of March 31, 2022; (4) Pro forma ownership (i) includes approximately 17.6 million RSUs expected to be awarded to Roger Dahle with annual
cliff vesting over a 7 year period commencing on the third anniversary of the consummation of the proposed business combination, and (ii) assumes downside protection feature is not triggered, see p.44 for further details and assumptions; (5) Assumes
6 no redemptions, see p.44 for further details and assumptions.
EXECUTIVE 1 SUMMARY
OUR MISSION Make outdoor cooking ACCESSIBLE to all, for EVERY MEAL Unlock
food VARIETY Create an EXPERIENCE, not just sell a product Bring families and communities TOGETHER DEFINE and lead the griddle category Deliver unbeatable QUALITY to our customers 8
BLACKSTONE AT A GLANCE Blackstone by the Numbers Key Product Categories Key
Retailer Categories Griddles Mass Market Retailers $484M $608M 71% | 34% 1 1 1 2021 Net Revenue 2022E Net Revenue ’16-’21 | ’21-’24E 74% of Net Revenue CAGR 2021 1,6 Revenue Hardware / DIY Retailers Branded Accessories 2,3
$70M $81M 78 2021 Adjusted 2022E Adjusted Net Promoter Score Sporting Goods Retailers 21% of 5 1,4 4 (vs. 60-70 for Competitors) EBITDA EBITDA 2021 1,6 Revenue Branded Consumables 28 80% 6.9M Specialty Retailers Registered Patents Griddle Market
Griddles Sold 4% of 3 With Additional 30 Share 2016 - 2021 2021 1,6 (Including 2.8M Griddles Revenue Pending in 2021) Source: Company information. | (1) 2016 - 2017 derived from the Company’s financial statements audited pursuant to GAAP in
accordance with private company audit standards. 2018 – 2020 derived from the Company’s financial statements audited pursuant to GAAP in accordance with PCAOB audit standards. The Company is in the process of completing an audit of its
2021 financial statements and therefore all figures are preliminary and unaudited; (2) NPS of 78 across customers and 76 for broader market; (3) Per Burshek Research & Consulting; (4) EBITDA and Adjusted EBITDA are non-GAAP metrics. Adjusted
EBITDA is calculated as EBITDA adjusted for certain items, including non-cash compensation expense, fees related to customer account receivable finance programs and one- time or other non-recurring expenses (such as legal expenses and other fees and
expenses related to the proposed business combination). These metrics are not meant as an alternative for net income (loss) or any other items calculated in accordance with GAAP; 9 (5) Per competitors’ filings; (6) Based on gross billings.
Gross billings represent amounts invoiced to customers and does not include the impact of sales adjustments, such as trade discounts and other allowances.
REDEFINING OUTDOOR COOKING Blackstone griddles are both penetrating the
traditional outdoor cooking market and expanding the category Increase Outdoor Cooking Market Penetration Expand the Category MARKET POSITIONING WINNING MORE MEALS Increase awareness of the advantages of the Expand beyond traditional grill food to
inspire Increase Outdoor Cooking Blackstone griddle vs. alternative outdoor cooking consumers and further integrate Blackstone into their Market Penetration methods, e.g., variety, convenience, speed lives – 3 meals/day, 365 days/year = 1,095
meals! BRAND AWARENESS NEW PRODUCTS AND USERS Enhance awareness of the Blackstone brand and the Drive innovation to unlock food variety and attract new aspirational qualities it inspires households and demographics to the category, e.g., families,
women, additional cultures PRODUCT EXPANSION NEW MARKETS Expand the Enhance the customer experience to penetrate Leverage cross-cultural appeal of the griddle to Category adjacent categories such as branded accessories and expand internationally
consumables 10 Source: Company information.
MARKET OPPORTUNITY Large and underpenetrated addressable markets in the
U.S. and globally Total addressable market expected to continue to grow, driven by Blackstone’s unique customer value proposition 1 United States Global (Households in Millions) Total U.S. Households Key Trends 140M U.S. population expected to
grow by 2.0M 2 people per year through 2060E Blackstone Penetration : 3% TAM $5,700M Total Addressable Market: U.S. Griddle expected to double share of U.S. outdoor TAM households that own an outdoor 83M cooking market from 8% in 2019 to 16% by
2023E appliance and use it at least once a Blackstone year Griddle expected to expand traditional outdoor 2 Penetration : 5% cooking industry SAM Serviceable Addressable Market: 3 U.S. households that use an outdoor 66M Increasing awareness of the
griddle and the appliance at least once a year with Blackstone Blackstone brand Reflects estimate that the $2,850M U.S. interest in purchasing a Blackstone 2 4 Penetration : 6% product total addressable market represents 50% of the global market
Source: Company information, Burshek Research & Consulting and U.S. Census Data. | (1) Estimated based on U.S. census; (2) The estimates reported here of Blackstone Penetration of Total U.S. households, TAM and SAM are all based on an installed
base of approximately 4.1M Blackstone griddles sold between 2016 and 2020. In 2021, Blackstone believes it increased its market penetration, as it sold more than 2.8M griddles in the U.S.; (3) Based on U.S. TAM and a 793 non-customer survey in 2020
in which 80% of 11 respondents expressed moderate to high likelihood of purchasing a Blackstone product; (4) Derived from top-down analysis of 2019 revenue of leading outdoor cooking companies.
KEY INVESTMENT HIGHLIGHTS 1 2 3 4 5 6 7 Lifestyle Brand Driver of New
Proven Go-to- Strong Significant Founder-Led Dominant Position in with Passionate Product Market Strategy Historical White Space for Management Rapidly and Engaged Development Financial Growth Team Growing Griddle Consumer Performance Community
Category Created the category Blackstone is an Leading category Deep relationships with Strong historical top- Attractive future growth Dedicated of at-home outdoor enthusiast brand that innovation with strong key retailers across line growth and
high prospects driven by management team led griddle cooking that is the Company believes future pipeline of new channels cash generation strategic initiatives, such by founder Roger expected to continue to is synonymous with the products and
features as increasing market Dahle grow rapidly griddle category penetration and expanding internationally 80% 76% 28 77% 71% 34% 13 Of U.S. griddle market Of customers (and aware Patents and 30 additional Of 2021 net revenue 2016 – 2021 net
2021 – 2024E net Years spent by Roger 1 1 share non-customers) have patents pending from customers of >5 revenue CAGR revenue CAGR Dahle at the helm 1 positive brand impression years 2x 671K+ 5 50%+ 91% ~17% 45% 1,3,4 Growth of griddle
market Followers across major New product lines in Of Walmart outdoor 2021 cash conversion 2024E adjusted Roger Dahle pro forma 4 5 share of total outdoor social media platforms development, with cooking category EBITDA margin ownership 2 cooking
category 2019 – enhancements planned for shelf-space 2023E numerous existing lines Source: Company information and Burshek Research & Consulting. | (1) 2016 - 2017 derived from the Company’s financial statements audited pursuant to
GAAP in accordance with private company audit standards. 2018 – 2020 derived from the Company’s financial statements audited pursuant to GAAP in accordance with PCAOB audit standards. The Company is in the process of completing an audit
of its 2021 financial statements and therefore all figures are preliminary and unaudited; (2) Company estimate; (3) Calculated as (Adjusted EBITDA – CapEx) / Adjusted EBITDA; (4) EBITDA and Adjusted EBITDA are non-GAAP metrics. Adjusted EBITDA
is calculated as EBITDA adjusted for certain items, including non-cash compensation expense, fees related to customer account receivable finance programs and one-time or other non-recurring expenses (such as legal expenses and other fees and
expenses related to the proposed business combination). These metrics are not meant as an alternative for net income (loss) or any other items calculated in accordance with GAAP; (5) Pro forma ownership (i) includes approximately 17.6 million RSUs
expected to be awarded to Roger Dahle with annual cliff vesting over a 7 year period commencing on the third anniversary of the consummation of the proposed business 12 combination, and (ii) assumes downside protection feature is not triggered, see
p.44 for further details and assumptions.
BUSINESS 2 OVERVIEW
MEET BLACKSTONE The leading griddle brand that is redefining the outdoor
cooking experience 14
BROAD AND HIGH QUALITY PRODUCT PORTFOLIO We believe that Blackstone has a
market leading griddle portfolio complemented by a broad range of higher-margin branded accessories and consumables $367M $106M $20M 1 1 1 2021 Revenue 2021 Revenue 2021 Revenue 74% of 21% of 4% of 2021 2021 2021 1 1 1 Revenue Revenue Revenue §
Versatile everyday cooking application § Higher-margin branded accessories that § Branded consumables made specifically that can be used across breakfast, lunch complement the griddle portfolio for cooking with griddles and dinner 2 §
5:1 attachment rate (including § Recurring revenue opportunity with high § 2008 introduction of the Blackstone 36” consumables) signifies large attachment rate and cross-selling potential Griddle helped establish the category
complementary revenue opportunity § Blackstone griddle portfolio includes 7 § 70+ SKUs of accessories at Walmart active product lines with additional lines in development § 70+ individual models Source: Company information. | (1)
Based on gross billings. Gross billings represent amounts invoiced to customers and does not include the impact of sales adjustments, such as trade discounts and other allowances. The Company is in the process of completing an audit of 15 its 2021
financial statements and therefore all figures are preliminary and unaudited; (2) Defined as the number of accessories and consumables sold per cooking unit.
GROWING PREMIUMIZATION OF CORE GRIDDLE PRODUCT PORTFOLIO Expanding griddle
portfolio with increasing premium offering and broadening customer base 2008+ 2018 2018 2020 2021 2021 2021 Designed as the Built for the culinary For the adventurous, The original, classic The on-the-go, portable The family-friendly Created to
bring the line of Blackstone and travel-light version, perfect home base edition, with a little artiste, with a bevvy of family-oriented outdoor griddle griddles designed for ready for anything, companion to the world something for additional
features for cooking style inside millennial who needs traveler and enthusiast the full chef experience both a quick weekday the outdoor lifestyle anywhere; built for the everybody and versatile indulgent outdoors and beyond use across your food
meal and a weekend BBQ PRICE RANGE $149 - $447 $79 - $199 $379 - $597 $329 - $815 $139 - $699 $149 - $259 $699 - $999 TARGET CUSTOMER Age: ~50 Age: ~35 Age: ~60 Age: ~40 Age: ~55 Age: ~45 Age: ~40 Yearly Income: $50k Yearly Income: $60k Yearly
Income: $100k Yearly Income: $70k Yearly Income: $85k Yearly Income: $80k Yearly Income: $85k Family Size: ~4 Family Size: ~3 Family Size: ~6+ Family Size: ~4 Family Size: ~4 Family Size: ~5 Family Size: ~3 KEY RETAILERS 16 Source: Company
information.
COMPLEMENTED BY RANGE OF BRANDED ACCESSORIES AND CONSUMABLES Breadth of
accessory and consumable offering helps create excitement about outdoor cooking, makes using a Blackstone griddle easy and enjoyable, and drives recurring revenue Branded B Bra rand nded ed Branded Accessories Accessories Consumables Consumables
Griddle Toolkits Preparation and Cooking Accessories Seasonings Sauces Classic griddle kits are designed to provide Cutting boards, knives, presses, storage First launched in 2019, Blackstone Sear and Serve sauces are specifically the basic tools
needed to cook on a containers, basting domes, thermometers started with six unique seasonings and formulated with a non-sugar base to Blackstone griddle while specialty kits make and more now has more than 34 different flavors reduce without
adhering to the griddle top it easier to cook and serve certain foods Griddle Care Covers and Carry Bags Blackstone’s griddle care products, Griddle covers are Blackstone’s such as the Degreaser Cleaner Spray most popular accessory.
Carry bags and Cast Iron Seasoning and provide customers the option to take Conditioner, make it easy to clean-up their griddles with them on their and maintain griddles adventures U.S. Manufactured 125+ Accessories 17 Source: Company
information.
A NEW COOKING PLATFORM THAT’S IGNITING A MEDIA MOVEMENT Blackstone
has one of the largest and fastest growing social media communities of any outdoor cooking brand Live Events Branded Channels Social Media Building excitement while Expanding digital distribution to go An energized digital community creating
community directly to our audience hungry for content > 142 thousand > 2.8 million Blackstone Griddle group members subscribers > 168 thousand > 1 billion Blackstone #blackstone followers #blackstonegriddle views Griddle Nation is
Blackstone’s all-inclusive, multi-ethnic and culturally diverse community of users who love sharing their passion for cooking on a Blackstone griddle 18 Source: Company information.
ORIGINAL CONTENT DRIVES CUSTOMER ENGAGEMENT Blackstone produces
personality-driven cooking shows highlighting unique culinary styles and experiences that connect authentically with our community Nathan Lippy Todd Toven Desirée CJ Frazier Bruce “Alligator Ruberti-Dukes Man” Mitchell A
professionally trained Into hunting, camping and Better known as Your average dad who From the popular History chef from the Culinary all things adventure. Host Blackstone Betty, she is a wants to be the hero of Channel show Swamp Institute of
America. He of Blackstone’s Griddle “Nona-in-training” – a the backyard. He cooks People, Bruce has a shares his love of More Tour and live home cook that loves fast, fun and easy meals unique take on life in the elevated
food with cooking demonstrations making Italian food on a with budget-friendly Louisiana Bayou and culinary authority for new store openings Blackstone and sharing it ingredients often with hunts, catches and cooks for different retailers with
friends and family picky eaters in mind locally sourced food Blackstone’s influencers – hired full-time as employees or independent contractors – engage and inspire our audience with more than 400 videos available online and host
weekly live streams on our social media platforms 19 Source: Company information.
FAVORABLE BRAND EQUITY POSITIONING Enthusiast brand with high
distinctiveness and centrality versus peers 2021 Brand Perception Key Brands in the Category “Unconventional” “Aspirational” Category Portability Power / Heat Griddle Portable + Fixed Gas, Electric Weber Smoker Fixed Electric
Coleman Traeger Grill, Smoker Portable Gas, Charcoal Camp Chef Pit Boss NexGrill Griddle, Smoker Portable Gas, Electric Griddle Ultra-Portable Gas Gas, Charcoal, Grill, Smoker Fixed Electric “Peripheral” “Mainstream” Gas,
Charcoal, Griddle, Grill, Smoker Portable Electric 2 Centrality Source: Company information and Burshek Research & Consulting. | (1) Based on the survey question to Blackstone’s core target market: “Rate each of the following brands
for how distinct they are in the outdoor cooking appliance category”; (2) Based on the survey question 20 to Blackstone’s core target market: “Rate each of the following brands for how much they define the outdoor cooking appliance
category.” 1 Distinctiveness
WHY THE GRIDDLE? Key Advantages of the Griddle Product Food Variety Ease of
Use Cook Speed Breakfast Lunch Dinner ü Can be used for breakfast, lunch and dinner üüü ü Greater variety of food versus other outdoor cooking methods GRIDDLE ü Easy to turn on and simple to clean ü Heats up
quickly: food can be ✗üü cooked in a matter of minutes GAS GRILL ü Hot solid surface creates superior flavor by retaining the food's juices and enabling the distinctive ✗üü browning and crust CHARCOAL GRILL
ü Creates community: draws natural attention at all types of occasions ✗✗ü ü Variety of sizes and styles enabling on the go cooking SMOKER 21 Source: Company information. | Note: Illustrative comparative
assessment.
DISRUPTIVE GRILLING METHODS EXPECTED TO DRIVE MARKET GROWTH Griddle market
following similar trajectory to pellets, with Blackstone driving the growth Evolution of U.S. Outdoor Cooking Market Key Peers Net Revenue Evolution ($M) ’20 - ’21 Segment ’17 - ’21 Early market dominated Increasing
penetration of new CAGR Growth Market Share by traditional gas and outdoor cooking methods: first charcoal grills pellet grills, now griddles 1 2 $1,102 12% 25% 23% 8% 10% 16% Griddle $881 15% 3,4 Weber $786 5 30% 32% 44% 54% 20% 7% Pellet Grill
$715 n.a. $704 6% Other 20% $546 15% Charcoal Grill $484 5 64% 65% 80% $363 Traeger 6 $292 $293 60% $262 50% 43% Gas Grill 7 $153 Blackstone $112 $67 2005 - 2014 2019 2023E 2017 2018 2019 2020 2021 Source: Company information, broker research,
filings and Burshek Research & Consulting. | (1) Reflects 2018 to 2021 net revenue CAGR; (2) Per Weber S-1 filing, represents Weber U.S. market share of outdoor cooking market; (3) Includes Americas net sales only; (4) Net revenue for respective
fiscal years ended September 30; (5) Per Burshek Research & Consulting studies. For Traeger, represents estimated market share of U.S. pellet grill category. For Blackstone, represents estimated market share of U.S. griddle category; (6) Per
Wall Street research; (7) 2016 - 2017 derived from the Company’s financial statements audited pursuant to GAAP in accordance with private company audit standards. 2018 – 2020 derived from the Company’s financial statements audited
pursuant to GAAP in 22 accordance with PCAOB audit standards. The Company is in the process of completing an audit of its 2021 financial statements and therefore all figures are preliminary and unaudited.
TECHNOLOGY MEETS INNOVATION Defensible market position driven by first
mover advantage and intellectual property portfolio Rear Grease Demonstrated First Mover Advantage Management Blackstone believes that it created the griddle market and continues to lead System on innovation Side Shelf + Cutout Extensive Portfolio
of IP and Patents Blackstone holds 28 registered patents with a further 30 pending (which the Company believes is the most in the griddle category) Gas & Electric Air Fryers + Best-in-Class New Product Development Blackstone believes that its
dedicated in-house product development team continues to drive category innovation, with a long pipeline of new products and features 23 Source: Company information.
CURRENT INNOVATION PIPELINE Ongoing innovation focused on product
premiumization and increasing average ticket size Existing Product Innovation New Product Introductions Adjacent Product Innovation Market Expansion Enhance existing portfolio with new Expand product portfolio into Supplement griddles with range of
Leverage market leading griddle technology, functionality and premium, higher price products products to drive recurring revenue technology and experience to expand aesthetics and higher margins product range into alternative uses Design Updates
E-Series Accessories Aesthetic design Versatile tabletop Higher-margin updates to appeal to electric griddles that branded products higher-end can be used with high consumers indoors and attachment rates Commercial / outdoors (2021) Food Service
Expansion into adjacent commercial products Technology Pizza Ovens Consumables Apps for users to Specialized product Specifically further interact with targeting high designed branded Blackstone products demand sector products for the (expected
2022) griddle Multiple additional products and features in early stages of development 24 Source: Company information.
DEEP CUSTOMER RELATIONSHIPS ACROSS MULTIPLE CHANNELS Long-standing
relationships with the key retailers Penetration of Largest Retailers Unique Access to the Broader Channel Set 1 (% of 2021 Net Revenue ) Mass Market Retailers Hardware / DIY Retailers Sporting Goods Retailers Specialty Retailers Other 11% DTC 2%
Top Customer Top 2 - 5 56% Customers 31% Long-Standing Customer Relationships 1 (% of 2021 Net Revenue by Customer Tenure) <5 Years 23% >5 Years 77% 25 Source: Company information. | (1) The Company is in the process of completing an audit of
its 2021 financial statements and therefore all figures are preliminary and unaudited.
PILLARS OF GROWTH STRATEGY Identified and actionable opportunities to grow
domestically and internationally Further Market Penetration International Expansion New Product Development Grow Recurring Revenue Direct-To-Consumer Exclusive Mobile Lines Lines Product Customer Segments Segments Premium Lines § Continue to
grow § Expand into new § Extend product line § Leverage our attachment § Leverage digital 2 awareness of griddle international markets based on new rate of 5:1 which we customer engagement to 1 cooking and the across Europe, MENA
, technologies and designs believe is the highest in increase proportion of Blackstone brand Asia and Latin America the industry DTC sales § Develop higher ticket and § Further penetrate the § Leverage broad multi- / or margin
products, § Introduce additional § Further own and deepen addressable market cultural appeal of griddle such as pizza ovens and branded accessories and relationships with the cooking additional accessories consumables and end-user and
consumables increase the number of § Build on demonstrated retail outlets for these demand products in the future 26 Note: (1) Middle East and North Africa. (2) Defined as the number of accessories and consumables sold per cooking unit.
Reflects attachment rate in 2021.
FURTHER MARKET PENETRATION Significant scope to increase market penetration
due to relatively low brand awareness but high buying propensity Key Strategic Actions Outdoor Cooking Market Brand Awareness Building market awareness is critical to future growth 65% of “aware” non-owners express very high buying
propensity vs. only 23% of “unaware” non-owners Weber Char-Broil Increase production Work with key retailers to Coleman capacity to satisfy grow distribution and demand expand bespoke product range Cuisinart Pit Boss Traeger CharGriller
BBQ Pro Green Egg Broil King Blue Rhino Expand traditional media Grow social media following Camp Chef advertising campaigns through new digital content Dyna Glo and partnerships Broilmaster 0% 10% 20% 30% 40% 50% 60% 70% 80% 90% 100% Own Now Owned
in past Aware, never used Never heard of it 27 Source: Company information and Burshek Research & Consulting.
SCALE, MOMENTUM AND ENGAGEMENT Blackstone is an enthusiast brand with
highly engaged user communities 1 Search Volume Illustrates Potential Demand Strong Social Media Growth Highly Active & Engaged Social Communities 53% of consumers search Amazon first when Blackstone’s social following is growing at a
Blackstone users gather in larger numbers than 2 purchasing products digitally rapid pace comparable online communities (M) 4 3 Organic User Group Members Amazon Searches 281% 0.8 Growth 0.6 1,944,000 0.4 0.2 0.0 2019 2020 2021 (M) 2.0 70% Growth
1.5 409,000 370,000 27% 1.0 Growth 0.5 0.0 2019 2020 2021 Source: Dynata, Helium10, Rival IQ and Facebook. | (1) Rival IQ Follower Growth Combined for Twitter, Facebook, Instagram, YouTube and TikTok from August 5, 2019 to September 2, 2021; (2)
ChannelAdvisor as cited in company blog conducted by Dynata, October 9, 2020; (3) Helium10 Data Estimated Monthly Amazon Search Volume for Blackstone, Blackstone Griddle, Traeger, Traeger Grill, Traeger Smoker, Weber and Weber Grill from August 28,
2020 to August 27, 2021; (4) Combined Top 10 organically created Facebook 28 user group members per brand as of March 8, 2022.
INTERNATIONAL EXPANSION We believe that the griddle has greater
international compatibility and consumer awareness than other outdoor cooking methods International Opportunities Abound Blackstone Projected International Net Revenue Evolution (% of Net Revenue) International International 1 <1% EMEA Mexico
~25% 1 2021 Target North North America America >99% ~75% § Made key hires in sales and marketing focused on international expansion § In active discussions with key retailers in Canada, Mexico, Australia and South 2 APAC America Europe
Peer International Net Revenue Broad multi-cultural acceptance of griddle cooking and greater (% of FY2021 Net Revenue) awareness internationally, primarily in Asian and Spanish- International North America influenced cultures 2 6% 94% AMEA & 3
APAC 44% Griddling seen as natural method of cooking for large groups and entertainment Americas 56% 29 Source: Company information, Weber 10-K filing and Traeger 10K filing. | (1) The Company is in the process of completing an audit of its 2021
financial statements and therefore all figures are preliminary and unaudited; (2) Europe, Middle East and Africa; (3) Asia-Pacific.
INTRODUCTION TO XIAMEN COWELL Long-standing relationship with key supplier
Fugang § Current majority shareholder and primary manufacturer of Blackstone griddles 1 § Will own ~26% of pro forma Blackstone equity § Family-owned business based in Xiamen, China, focused on manufacturing and developing steel-based
products § More than 2,000 employees (up to 3,500 during the peak manufacturing season) § Dedicated factory at Fugang to support Blackstone manufacturing activities § Xiamen Cowell continues to invest in and expand capacity at Fugang
Fugang Facility Map § Manufacturing supply agreement in place Passed “Qualified Supplier Evaluation” Facilities ISO9001 Quality Management conducted by Walmart Systems Certification compliant Source: Company information. | (1) Pro
forma ownership (i) includes approximately 17.6 million RSUs expected to be awarded to Roger Dahle with annual cliff vesting over a 7 year period commencing on the third anniversary of the consummation of the proposed business 30 combination, and
(ii) assumes downside protection feature is not triggered, see p.44 for further details and assumptions.
SUPPLY CHAIN EVOLUTION We are further diversifying our supplier base
geographically, including further manufacturing in the U.S. Diversifying Supplier Base Geographically KEY ACTIONS 2021 Future § In active discussions with suppliers across South East Asia (Vietnam, Philippines, Cambodia) and other regions in
China § Negotiating with U.S. suppliers for high-end griddles and accessories Griddles & Other § Hired employees to focus on expanding supply chain Other KEY OBJECTIVES Accessories and Covers ü Reduce supplier costs / increase
margins ü Reduce tariffs / geopolitical risk ü Increase production capacity Consumables ü Increase supplier diversification 31 Source: Company information.
RECENT AGREEMENTS WITH NEW SUPPLIERS Agreements with new suppliers will
increase griddle production capacity by ~25% in 2022E to support record demand as the Company plans to expand its presence in the U.S. and abroad China Vietnam New agreement with second major producer in New agreement with supplier in Vietnam for
griddles. Production China for griddles. Production commenced in expected to commence in April 2022. Material financial benefit March 2022. from tariff reductions for production outside of China. 32 Source: Company information.
FOUNDER-LED MANAGEMENT TEAM Passionate management team that is invested in
the Company’s long-term future Full-time (140) and Part-time (25) Employees Department Count Accounting and Finance 13 Administrative Services 2 ROGER DAHLE JAMES MCCORMICK Founder & CEO Chief Financial Officer Customer Service and HR 28
Executive 10 Information Technology 3 Operations 58 Research and Development 21 Sales and Marketing 30 PERRY JENSEN MIKE MOSER SCOTT STEVENSON Vice President, Sales Total 165 Vice President, Operations Vice President, Marketing Other Key Management
JC BUSH VINCENT CHEN BOB HEBNER JARED JENSEN SHERRIE LECHEMINANT MARK MCCONKIE Director, Director, Director, Director, Director, Director, Product Development Accounting Sourcing Specialty Markets Human Resources Compliance 33 Source: Company
information.
SIGNIFICANT INDUSTRY, FINANCIAL & PUBLIC COMPANY BOARD EXPERIENCE ROGER
BRADLEY FRED SHAWN DENISE JANET MIKE 1 DAHLE JOHNSON BECK LEE GARNER LAMKIN ACKRELL President of Cowell Founder & CEO of Significant experience Extensive senior Founder of Ackrell Significant leadership Over 30 years Group Blackstone Products
experience at experience as a CFO in the consumer executive experience Capital products industry, leading cross-functional prominent outdoor and retail companies leading global R&D teams and innovation for a Fortune 500 company Has led
Blackstone More than a 25 year Senior VP, Market and Chairman at Ackrell President of Cowell Previous positions Former CFO & Group since 2015. from founding to net include CFO & CAO at Treasurer at ICON career at The Clorox Community
Innovation SPAC Partners I Co. revenue of over Company. Currently at United Airlines. Previous positions Substantial supply Recreational Health & Fitness (now chain experience and $400M. Previous Senior VP, Chief Previous positions include Sr.
Managing Equipment Inc. (REI), iFIT), leading the has led Cowell in positions include CEO CFO at Cornerstone business from a Innovation Officer. include President, Director, U.S. Tech of Cache Sales, VP of Past management California at United
Investment Banking at significantly growing its Brands, CFO & CAO at domestic wholesale production capacity for Sales for Icon Health & Lands’ End and CFO, company to an positions across R&D, Airlines, President, ABN AMRO, Head of
Fitness (now iFIT) and product supply and California at Bank of Investment Banking at outdoor cooking Controller & VP international leader products and fitness National Sales product America and CEO at the WR Hambrecht+Co Operations at Wilsons
with approximately equipment. Board Manager for Johnson The Leather Experts $700M revenue commercialization and California Bankers and Senior VP at & Johnson. across various product Association. Donaldson, Lufkin & member of North Atlantic
Imports, LLC. categories. Jenrette. 34 Note: Expected Board of Directors to become effective at the closing of the proposed business combination. | (1) Janet Lamkin is the spouse of William Lamkin, a member of the Board of Directors of Ackrell SPAC
Partners I Co.
3 FINANCIALS
HISTORICAL FINANCIAL PROFILE Proven track record of net revenue growth and
cash generation, with a 71% net revenue CAGR 2016 – 2021 1 1 Net Revenue ($M) and % YoY Growth Gross Profit ($M) and % Margin 2016 – 2021 CAGR: 71% 2016 – 2021 CAGR: 65% $484 $98 $293 $56 2 $153 $112 $25 $20 2 $67 $33 $11 $8 2016
2017 2018 2019 2020 2021 2016 2017 2018 2019 2020 2021 92% 103% 66% 37% 91% 65% 24% 29% 6% 16% 19% 20% 4 1 1,3,4 Adjusted EBITDA ($M) and % Margin Free Cash Flow Conversion (%) 2016 – 2021 CAGR: 73% 97% 98% 93% 5 Average : 92% 91% 83% $70 $32
$11 $5 $6 ($7) NM 2016 2017 2018 2019 2020 2021 2016 2017 2018 2019 2020 2021 14% 16% NM 4% 11% 15% Source: Company information. | (1) 2016 - 2017 derived from the Company’s financial statements audited pursuant to GAAP in accordance with
private company audit standards. 2018 – 2020 derived from the Company’s financial statements audited pursuant to GAAP in accordance with PCAOB audit standards. The Company is in the process of completing an audit of its 2021 financial
statements and therefore all figures are preliminary and unaudited; (2) Cost of goods sold in 2018 and 2019 includes approximately $9.6M and $3.7M, respectively, related to extraordinary supplier price increases implemented in Q1 2018. Cost of goods
sold in 2019 also includes approximately $1.0M related to non-recurring freight fees; (3) EBITDA and Adjusted EBITDA are non-GAAP metrics. Adjusted EBITDA is calculated as EBITDA adjusted for certain items, including non-cash compensation expense,
fees related to customer account receivable finance programs and one-time or other non-recurring expenses (such as legal expenses and other fees and expenses related to the proposed business combination). These metrics are not meant as an
alternative for net income (loss) or any other items calculated in accordance with GAAP. EBITDA and Adjusted EBITDA in 2018 and 2019 are not adjusted for approximately $9.6M and $3.7M, 36 respectively, related to extraordinary supplier price
increases implemented in Q1 2018; (4) Calculated as (Adjusted EBITDA – CapEx) / Adjusted EBITDA; (5) Excludes 2018.
FY 2021 FINANCIAL SNAPSHOT Continued strong performance through Q4 resulted
in FY 2021 net revenue and adjusted EBITDA significantly higher than previous guidance 1 2 1 Net Revenue ($M) Adjusted EBITDA ($M) and % Margin (%) 10.9% 11.0% 12.7% 14.5% +65% +15% +120% +6% +50% $484 $458 +21% $422 $70 $293 $58 $47 $32 FY2020
FY2021 Budget FY2021 Budget FY2021 FY2020 FY2021 Budget FY2021 Budget FY2021 Actual as of Sep. 2020 as of Nov. 2020 Actual Actual as of Sep. 2020 as of Nov. 2020 Actual Source: Company information. | (1) 2020 derived from the Company’s
financial statements audited pursuant to GAAP in accordance with PCAOB audit standards. The Company is in the process of completing an audit of its 2021 financial statements and therefore all figures are preliminary and unaudited; (2) EBITDA and
Adjusted EBITDA are non-GAAP metrics. Adjusted EBITDA is calculated as EBITDA adjusted for certain items, including non-cash compensation expense, fees related to customer account receivable finance programs and one-time or other non-recurring
expenses (such as legal expenses and other fees and expenses related to the proposed business combination). These metrics are not meant as an alternative for net income 37 (loss) or any other items calculated in accordance with GAAP.
Q4 2021 FINANCIAL SNAPSHOT Blackstone meaningfully outperformed its prior
year results in Q4 2021 Quarter Ended December 31, YoY Increase FY Ended ($ in millions, unaudited) 2021 2020 Amount % Dec. 31, 2021 1 $143 $69 $74 108% $484 Net Revenue 1 $34 $12 $23 192% $98 Gross Profit 1 Gross Margin 24.0% 17.1% 20.2% 1,2
Adjusted EBITDA $29 $2 $27 1195% $70 1,2 Adjusted EBITDA Margin 20.4% 3.3% 14.5% Source: Company information. | (1) 2020 derived from the Company’s financial statements audited pursuant to GAAP in accordance with PCAOB audit standards. The
Company is in the process of completing an audit of its 2021 financial statements and 38 therefore all figures are preliminary and unaudited; (2) EBITDA and Adjusted EBITDA are non-GAAP metrics. These metrics are not meant as an alternative for net
income (loss) or any other items calculated in accordance with GAAP.
STRONG MOMENTUM IN 2021 1 Blackstone demonstrated strong momentum in 2021
with net revenue up 65% year on year Limited sales seasonality as Blackstone griddles have extended the traditional outdoor cooking season 1 Quarterly Net Revenue ($M) Jan Feb Mar Apr May Jun Jul Aug Sep Oct Nov Dec National th Memorial
Father’s 4 of Labor Black - - - Griddle - - Christmas Day Day July Day Friday Week YoY Growth: +105% +60% +16% +108% $143 $139 $102 $100 $87 $88 $69 $49 Q1 Q2 Q3 Q4 % Total 19% 29% 24% 27% 2 Net Revenue : 2020 2021 Source: Company information.
| Note: Fiscal year ended December of each respective year. (1) 2020 derived from the Company’s financial statements audited pursuant to GAAP in accordance with PCAOB audit standards. The Company is in the process of 39 completing an audit of
its 2021 financial statements and therefore all figures are preliminary and unaudited; (2) Total net revenue includes 2020 and 2021.
PROJECTED FINANCIAL PROFILE 1 By 2024E, net revenue expected to be $1B+
with adjusted EBITDA approaching $200M 1 1 1 2 1 Net Revenue ($M) and % YoY Growth Gross Profit ($M) and % Margin Adjusted EBITDA ($M) and % Margin 2021 – 2024E CAGR: 34% $1,168 2021 – 2024E CAGR: 46% $307 2021 – 2024E CAGR: 41%
$839 $196 $608 $208 $484 $131 $132 $98 $81 $70 2021 2022E 2023E 2024E 2021 2022E 2023E 2024E 2021 2022E 2023E 2024E 65% 33% 38% 39% 20% 22% 25% 26% 15% 13% 16% 17% Source: Company information. | (1) The Company is in the process of completing an
audit of its 2021 financial statements and therefore all figures are preliminary and unaudited; (2) EBITDA and Adjusted EBITDA are non-GAAP metrics. Adjusted EBITDA is calculated as EBITDA adjusted for certain items, including non-cash compensation
expense, fees related to customer account receivable finance programs and one-time or other non-recurring expenses (such as legal expenses and other fees and expenses related to the proposed 40 business combination). These metrics are not meant as
an alternative for net income (loss) or any other items calculated in accordance with GAAP.
THE BLACKSTONE OF TOMORROW Vision to be a leading outdoor cooking company
with a brand that resonates around the world 1 2021 TARGET Net Revenue ($M) $484M $2,000M+ Gross Margin (%) 20% ~35% 2 Adjusted EBITDA Margin (%) 15% ~22% International Sales (% of Net Revenue) <1% ~25% Direct-to-Consumer (% of Net Revenue) 2%
~10% Accessories & Consumables (% of Net Revenue) 25% ~30% Total Cooking Units Sold per Year 2.8M 10M+ Average Revenue / Cooking Unit Sold $127 $180+ Source: Company information. | (1) The Company is in the process of completing an audit of its
2021 financial statements and therefore all figures are preliminary and unaudited; (2) EBITDA and Adjusted EBITDA are non-GAAP metrics. Adjusted EBITDA is calculated as EBITDA adjusted for certain items, including non-cash compensation expense, fees
related to customer account receivable finance programs and one-time or other non-recurring expenses (such as legal expenses and other fees and expenses related to the proposed 41 business combination). These metrics are not meant as an alternative
for net income (loss) or any other items calculated in accordance with GAAP.
PATH TO MARGIN EXPANSION 1 Target gross margin in the mid-30%s and adjusted
EBITDA margin >20% 1 Margin Evolution (%) Gross Margin Expansion § Supply chain diversification and enhancement 2 Gross Margin Adjusted EBITDA Margin § Expansion of supplier base ~35% § New, automated second U.S. warehouse opened
in Q4 2021 § Favorable product mix and new product introductions § Pricing optimization ~22% 20% Operating Leverage 15% § Economies of scale benefits driven by: § Sales and marketing § Research and development § General
and administrative 2021 Target 2021 Target Source: Company information. | (1) The Company is in the process of completing an audit of its 2021 financial statements and therefore all figures are preliminary and unaudited; (2) EBITDA and Adjusted
EBITDA are non-GAAP metrics. Adjusted EBITDA is calculated as EBITDA adjusted for certain items, including non-cash compensation expense, fees related to customer account receivable finance programs and one-time or other non-recurring expenses (such
as legal expenses and other fees and expenses related to the proposed 42 business combination). These metrics are not meant as an alternative for net income (loss) or any other items calculated in accordance with GAAP.
TRANSACTION 4 OVERVIEW
TRANSACTION OVERVIEW Transaction Summary Estimated Sources & Uses ($M)
Sources of Funds Uses of Funds § Expected pro forma equity value of $783M and enterprise value of $900M 1 $139 Cash to Cowell International $150 SPAC Cash in Trust 2 § Represents 11.1x 2022E adjusted EBITDA of $81M PIPE Investment 31
Blackstone SHs Rollover Equity 559 § ~$95M of net proceeds used to deliver cash to balance sheet Convertible Note 111 Total Value to Blackstone SHs 709 5 3,4 Total Proceeds Available 281 56 § Existing Blackstone shareholders will own 71%
of the pro forma equity Other Equity Roll Blackstone SHs Rollover Equity 559 Cash to Balance Sheet 95 § Roger Dahle to own 45% 5 56 Fees & Expenses 37 Other Equity Roll § Cowell to own 26% Total Sources $896 Total Uses $896 2 3,4 Pro
Forma Valuation ($M, Except Per Share Data) Illustrative Pro Forma Ownership at $10.00 per Share Pro Forma Shares Outstanding (M) 78.3 Public Illustrative Share Price $10.00 Shareholders Pro Forma Equity Value $783 18% Estimated Cash on Balance
Sheet at Closing (95) Roger Dahle Estimated Debt on Balance Sheet at Closing 211 Sponsor Founders 45% 5 & Others Implied Pro Forma Enterprise Value $900 7% $783M Pro Forma EV / 2022E Revenue 1.5x PF Equity PIPE Pro Forma EV / 2023E Revenue 1.1x
Value 4% Pro Forma EV / 2022E Adjusted EBITDA 11.1x Pro Forma EV / 2023E Adjusted EBITDA 6.9x Cowell Total Debt / 2021 Adjusted EBITDA 3.0x 26% Net Debt / 2021 Adjusted EBITDA 1.7x Source: Company information. | Note: Ackrell Capital, LLC
(“Ackrell Capital”) is acting as sellside advisor and Nomura Securities International, Inc. (“Nomura”) is acting as buyside advisor in the proposed business combination. Nomura and Barclays Capital Inc. are acting as co-lead
placement agents on the PIPE transaction. Michael K. Ackrell is the Chairman of Ackrell SPAC Partners I Co. and the founder and Chief Executive Officer of Ackrell Capital. Does not include warrants. Assumes no redemptions. Includes transfer of 0.267
million shares from the SPAC Sponsor and existing Blackstone shareholders to PIPE investors. Up to 2.464 million common shares (1.040 million shares from the SPAC Sponsor and 1.424 million shares from the shares being issued as merger consideration
to Blackstone’s existing shareholders) shall be held in escrow and used to provide a limited guarantee of the post-closing stock price to certain PIPE investors who sign an extended anti-hedging anti-shorting agreement and are still holding
their shares at the end of the applicable guarantee period if the stock price is below $10.00 at such time (which we refer to as the “downside protection feature”). For the avoidance of doubt, no new shares will be issued, and such
limited guarantee will cause no change to the Company’s pro forma share count. Final amount of PIPE Investment and Convertible Note subject to change. (1) Excludes cash deposited in trust to obtain SPAC extension; (2) EBITDA and Adjusted
EBITDA are non-GAAP metrics. Adjusted EBITDA is calculated as EBITDA adjusted for certain items, including non-cash compensation expense, fees related to customer account receivable finance programs and one-time or other non-recurring expenses (such
as legal expenses and other fees and expenses related to the proposed business combination). These metrics are not meant as an alternative for net income (loss) or any other items calculated in accordance with GAAP; (3) Excludes option pool and
warrants; (4) Pro forma ownership (i) includes approximately 17.6 million RSUs expected to be awarded to Roger Dahle with annual cliff vesting over a 7 year period commencing on 44 the third anniversary of the consummation of the proposed business
combination, and (ii) assumes downside protection feature is not triggered; (5) Includes Sponsor Founders, Private Units, Underwriter Rep Shares and Ackrell Capital Shares.
PUBLIC COMPARABLES – VALUATION BENCHMARKING 1 EV / 2022E Adjusted
EBITDA (x) Core Outdoor Cooking Consumer Enthusiast Goods BLACKSTONE 2 DISCOUNT (PREMIUM): 37% 40% 23% 12% 18% (58%) n.m. 54% 28% 24% 19% (5%) At IPO 23.9x Current 18.7x 17.6x 15.4x 14.4x 14.6x 13.5x 13.7x 12.5x 10.6x 11.1x 7.0x MEDIAN: 14.6x 2 n.m.
3 1 EV / 2023E Adjusted EBITDA (x) Core Outdoor Cooking Consumer Enthusiast Goods BLACKSTONE DISCOUNT (PREMIUM): 46% 40% 47% 36% 39% (17%) 82% 66% 52% 46% 40% 5% At IPO 38.3x 20.4x Current 14.2x 12.7x 12.9x 12.6x 11.5x 11.5x 11.2x 10.6x MEDIAN:
13.4x 6.9x 7.2x 5.8x 3 Source: Company information and Factset as of March 31, 2022. | Note: Financials calendarized to December year end. (1) EBITDA and Adjusted EBITDA are non-GAAP metrics. Adjusted EBITDA for Blackstone is calculated as EBITDA
adjusted for certain items, including non-cash compensation expense, fees related to customer account receivable finance programs and one-time or other non-recurring expenses (such as legal expenses and other fees and expenses related to the
proposed business combination). These metrics are 45 not meant as an alternative for net income (loss) or any other items calculated in accordance with GAAP; (2) Negative adjusted EBITDA in 2022E; (3) Capitalization and financials shown on an IFRS
16 basis.
PUBLIC COMPARABLES – OPERATIONAL BENCHMARKING 1 Net Revenue CAGR (%)
Adjusted EBITDA Margin (%) 2 2 1 2 1 2019 – 2021 Net Revenue CAGR 2021 – 2023E Net Revenue CAGR 2021 Adjusted EBITDA Margin 2023E Adjusted EBITDA Margin 78% 32% 15% 16% MEDIAN: 34% MEDIAN: 12% MEDIAN: 15% MEDIAN: 16% 47% 12% 14% 12% 22%
5% 15% 16% n.a. 29% 30% 23% MEDIAN: 28% MEDIAN: 14% MEDIAN: 20% MEDIAN: 22% 77% (5%) 5% 7% 46% 25% 11% 14% 32% 22% 11% 19% 25% 17% 26% 26% 24% 17% 22% 23% 3 21% 8% 24% 24% Source: Company information and Factset as of March 31, 2022. | Note:
Financials calendarized to December year end. (1) EBITDA and Adjusted EBITDA are non-GAAP metrics. Adjusted EBITDA for Blackstone is calculated as EBITDA adjusted for certain items, including non-cash compensation expense, fees related to customer
account receivable finance programs and one-time or other non-recurring expenses (such as legal expenses and other fees and expenses related to the proposed business combination). These metrics are not meant as an alternative for net income (loss)
or any other items calculated in accordance with GAAP; (2) 2019 – 2020 derived from the Company’s financial statements audited pursuant to GAAP in accordance with PCAOB audit standards. The Company is in the 46 process of completing an
audit of its 2021 financial statements and therefore all figures are preliminary and unaudited; (3) Capitalization and financials shown on an IFRS 16 basis. Core Outdoor Consumer Enthusiast Goods Cooking
SIGNIFICANT POTENTIAL UPSIDE BASED ON PEER VALUATIONS Implied Future EV
Based on Peer Multiples ($M) Summary of Approach 1 1 1 § Applies an EV / Adjusted EBITDA multiple of 13.0x to 14.5x to Blackstone 2023E adjusted EBITDA to $81 2022E Adjusted EBITDA calculate an implied future enterprise value as of December
2022 Transaction Multiple 11.1x § Future enterprise value discounted back to March 2022 to estimate the present value Transaction Enterprise Value $900 § Applied range of multiples is based on comparable company analysis 1 Sensitivity
Analysis – 2023E Adjusted EBITDA ($M) 1 $131 2023E Adjusted EBITDA 64% 77% 90% Illustrative Forward Multiple 12.5x Upside Upside Upside Future Enterprise Value (@ March 2022) $1,641 $1,714 $1,596 $1,478 % Total Return (Through December 2022)
82% $900 Illustrative Discount Rate 15.0% Initial Transaction Value PV of Future EV PV of Future EV PV of Future EV PV of Future Enterprise Value (@ March 2022) $1,478 (11.1x 2022E Adjusted (12.5x) (13.5x) (14.5x) EBITDA) % Upside to Original
Transaction 64% Core Outdoor Consumer Cooking Peers Enthusiast Peers Source: Company information. | (1) EBITDA and Adjusted EBITDA are non-GAAP metrics. Adjusted EBITDA is calculated as EBITDA adjusted for certain items, including non-cash
compensation expense, fees related to customer account receivable finance programs and one- 47 time or other non-recurring expenses (such as legal expenses and other fees and expenses related to the proposed business combination). These metrics are
not meant as an alternative for net income (loss) or any other items calculated in accordance with GAAP.
CLOSING 5 REMARKS
Dominant Position in Rapidly Growing Griddle 01 Category Lifestyle Brand
with Passionate and Engaged 02 Consumer Community Driver of New Product Development 03 Proven Go-to-Market Strategy 04 Strong Historical Financial Performance 05 06 Significant White Space for Growth Founder-Led Management Team 07 49
6 APPENDIX
RISK CONSIDERATIONS All references to the “Company,”
“we,” “us” or “our” refer to the business of North Atlantic Imports, LLC d/b/a Blackstone Products. The risks presented below are certain of the general risks related to the business of the Company, and such list
is not exhaustive. Additional risks not presently known to us or that we currently believe are not material may also significantly affect our business, financial condition, results of operations or reputation. Our business could be harmed by any of
these risks. The list below has been prepared solely for purposes of the private placement transaction, and solely for potential private placement investors, and not for any other purpose. You should carefully consider these risks and uncertainties,
and should carry out your own diligence and consult with your own financial and legal advisors concerning the risks and suitability of an investment in this offering before making an investment decision. Risks relating to the business of the Company
will be disclosed in future documents filed or furnished by the Company and/or Ackrell SPAC Partners I Co. (“Ackrell”) with the United States Securities and Exchange Commission (“SEC”), including the documents filed or
furnished in connection with the proposed transactions between the Company and Ackrell. The risks presented in such filings will be consistent with those that would be required for a public company in their SEC filings, including with respect to the
business and securities of the Company and Ackrell and the proposed transactions between the Company and Ackrell, and may differ significantly from, and be more extensive than, those presented below. Risks Related to Our Operations and Industry
§ Our business depends on maintaining and strengthening our brand and our reputation as a producer of high-quality goods in order to maintain and generate ongoing demand for our products, and any harm to our brand or reputation could result in
a significant reduction in such demand which could have a material adverse effect on our business, financial condition and results of operations. § Our ability to understand consumer preferences and to timely identify, develop, manufacture,
market and sell products that meet customer demand significantly affects our business. § Our results of operations could be materially harmed if we are unable to accurately forecast demand for our products and manage product inventory in an
effective and efficient manner. § We may be unable to execute our business objectives and growth strategies successfully or sustain our growth and, as a result, this could have a material adverse effect on our operating results. § Our
growth depends, in part, on our continued penetration of the outdoor cooking market and expansion into additional markets, and we may not be successful in doing so. § The outdoor cooking market is highly competitive, subject to pricing pressure
and includes numerous other brands and retailers that offer a wide variety of competitive products; if we fail to compete effectively, we could lose our market position. § If our trademarks and trade names are not adequately protected,
maintained and enforced, we may not be able to build and maintain name recognition in our markets of interest and our competitive position may be harmed. § Our business may fluctuate as a result of seasonality and changes in weather conditions.
§ Our recent growth rates may not be sustainable or indicative of future growth and we expect our growth rate to slow. § Although we experienced increased demand for our products during the COVID-19 pandemic, we also experienced
interruptions to our supply chain, which negatively impacted our ability to meet this increased demand, and there can be no assurance that this increased demand will continue in the future. § Our net sales and profitability depend on the level
of consumer spending for our products, which is sensitive to general economic conditions and other factors that affect global markets; during a downturn in the economy, consumer purchases of discretionary items are affected, which could have a
material adverse effect on our business, financial condition and results of operations. § If we fail to cost-effectively attract new customers or retain our existing customers, we may not be able to increase sales. § Our business could be
adversely affected if we fail to maintain product quality and product performance at an acceptable cost. § Our estimated addressable market is subject to inherent challenges and uncertainties. If we have overestimated the size of our
addressable market, our future growth opportunities may be limited. § We may engage in merger and acquisition activities, which could require significant management attention, disrupt our business, dilute stockholder value and adversely affect
our results of operations. § Increases in labor costs, potential labor disputes and work stoppages or an inability to hire skilled sales, manufacturing and other personnel could adversely affect our business. § We rely on information
technology systems to support our business operations. A significant disruption or breach of our technological infrastructure, or the technological infrastructure of our vendors or others with which we do business or rely on, could have a material
adverse effect on our business, financial condition and results of operations. In addition, failure to maintain the security of proprietary, personal, sensitive or confidential information could damage our reputation and expose us to litigation.
51
RISK CONSIDERATIONS – CONTINUED Risks Related to the Manufacturing,
Supply and Distribution of Our Products § A significant portion of our sales are to large, multi-national retail partners. If these retail partners cease to carry our current products, choose not to carry new products that we develop or cease
operations altogether, this could have a material adverse effect on our brand as well as our business, financial condition and results of operations. In addition, we depend on these retail partners to display and present our products to consumers,
and our failure to maintain and further develop our relationships with our retail partners could harm our business. § We are exposed to concentration risk of heavy reliance on our major supplier for the supply of our products, and any shortage
of, or delay in, the supply may significantly impact our business and results of operations. We depend on suppliers, including single- source suppliers and, in a few cases, sole-source suppliers, to consistently supply us with finished goods, raw
materials and components for our products, and any failure to procure such finished goods, raw materials and components could have a material adverse effect on our business, product inventories, sales and profit margins. § If our independent
suppliers and manufacturing partners do not comply with ethical business practices or with applicable laws and regulations, our reputation, business and results of operations could be harmed. § Because we rely on foreign suppliers and we intend
to sell products in foreign markets, we are susceptible to numerous international business risks that could increase our costs or disrupt the supply of our products. § Fluctuations in the cost and availability of raw materials, equipment, labor
and transportation could cause manufacturing delays or increase our costs. § Product manufacturing disruptions, particularly at the facilities of our primary supplier, including as a result of catastrophic and other events beyond our control,
could cause us to be unable to meet customer demand or increase our costs. § Disruptions in our supply chain and other logistical factors affecting the distribution of our products could have a material adverse effect on our business. §
Insolvency, credit problems or other financial difficulties that could confront our customers and retail partners could expose us to financial risk. § We are subject to risks related to online payment methods. § Social media platforms
present risks and challenges that could cause damage to our brand and reputation as well as to our results of operations. Risks Related to Government Regulation, Litigation and Intellectual Property Matters § We may be negatively impacted by
litigation and other claims, including intellectual property, product liability or warranty claims, and health and safety concerns, including product recalls, any of which could negatively impact our sales and expose us to litigation. § If we
are unable to obtain, maintain and enforce intellectual property protection for our products or if the scope of our intellectual property protection is not sufficiently broad, others may be able to develop and commercialize products substantially
similar to ours, and our ability to successfully commercialize our products may be compromised. § We may become involved in lawsuits to protect or enforce our intellectual property rights, which could be expensive, time-consuming and
unsuccessful. § Sales of counterfeit versions of our products, as well as unauthorized sales of our products, may adversely affect our reputation, business, financial condition, results of operations and cash flows. § Any claim of
infringement, misappropriation or violation of another party’s intellectual property rights could cause us to incur significant costs and to cease the commercialization of our products and services, which could have a material and adverse
effect on our business, financial condition and results of operations. § If we cannot license rights to use technologies on reasonable terms, we may not be able to commercialize new products in the future. § We may not be able to enforce
our intellectual property rights throughout the world. § If we are unable to protect the confidentiality of our trade secrets, this could have a material adverse effect on our business, financial condition and results of operations. § We
may be subject to claims that our employees, consultants, advisors or independent contractors have wrongfully used or disclosed alleged trade secrets or other confidential information of their current or former employers or other third parties or
claims asserting ownership of what we regard as our own intellectual property or proprietary rights. § Some of our products and services contain open source software, which may pose particular risks to our proprietary software, products and
services in a manner that could have a material and adverse effect on our business, financial condition and results of operations. § Our proprietary software may not operate properly, which could damage our reputation, give rise to claims
against us or divert application of our resources from other purposes, any of which could harm our business. § If we fail to comply with our obligations under license or technology agreements with third parties, we may be required to pay
damages and we could lose license rights that are critical to our business. § We collect, store, process and use personal and payment information and other customer data, which subjects us to regulation and other legal obligations related to
privacy, information security and data protection. § If we fail to comply with anti-corruption or economic sanction regulations, we could be subject to substantial fines or other penalties. § We are subject to environmental, health and
safety and consumer product laws and regulations, which could subject us to liabilities, increase our costs or restrict our operations in the future. § Climate change legislation, regulatory initiatives and litigation could result in increased
operating costs or, in some instances, adversely impact demand for our products. 52
RISK CONSIDERATIONS – CONTINUED General Risk Factors § Our
future success depends on the continuing efforts of our management team and key employees, and on our ability to attract and retain highly skilled personnel and senior management. § We are subject to many hazards and operational risks that can
disrupt our business, some of which may not be insured or fully covered by insurance. § We have a significant stockholder, which may limit our ability to influence corporate matters and may give rise to conflicts of interest. § Our
business could be adversely affected by an accident, a safety incident or a workforce disruption. § Provisions in certain of the agreements governing our financing arrangements may result in cross-triggers in the warrant agreement entered into
between Ackrell and Continental Stock Transfer & Trust Company, including adjustments to the exercise price and redemption trigger price of the warrants that may discourage investments in our securities. Risks Related to Newco and Newco Common
Stock Following the Business Combination § The Ackrell Charter and the Newco A/R Charter requires, to the fullest extent permitted by law, that derivative actions brought in Ackrell’s or Newco’s name, as applicable, against their
respective directors, officers, other employees or stockholders for breach of fiduciary duty and other similar actions may be brought only in the Court of Chancery in the State of Delaware, which may have the effect of discouraging lawsuits against
Ackrell’s or Newco’s directors, officers, other employees or stockholders, as applicable. § Newco will incur increased costs as a result of operating as a public company, and its management will devote substantial time to compliance
with its public company responsibilities and corporate governance practices. § Anti-takeover provisions contained in the Newco A/R Charter and the Newco A/R Bylaws, as well as provisions of Delaware law, could impair a takeover attempt. §
Claims for indemnification by Newco’s directors and officers may reduce Newco’s available funds to satisfy successful third-party claims against Newco and may reduce the amount of money available to Newco. § Future issuances of debt
securities and equity securities may adversely affect us, including the market price of the Newco common stock and may be dilutive to existing stockholders. § An active market for Newco’s securities may not develop, which would adversely
affect the liquidity and price of Newco’s securities. § Future sales, or the perception of future sales, by Newco or its stockholders in the public market following the Business Combination could cause the market price for Newco common
stock to decline. § Newco’s failure to meet the continued listing requirements of Nasdaq could result in a delisting of its securities. § Newco will qualify as an “emerging growth company” as well as a smaller reporting
company within the meaning of the Securities Act, and if Newco takes advantage of certain exemptions from disclosure requirements available to emerging growth companies or smaller reporting companies, this could make Newco’s securities less
attractive to investors and may make it more difficult to compare Newco’s performance with other public companies. § Transfers of Newco’s securities utilizing Rule 144 of the Securities Act may be limited as a result of the
Transaction involving a shell company, other than a business combination related shell company. Risks Relating to Newco’s Capital Requirements and Capital Structure § Newco’s Convertible Notes to be issued and outstanding after
consummation of the Business Combination may have a material adverse effect on Newco’s financial results, result in the dilution of Newco’s stockholders and create downward pressure on the price of Newco common stock. § Newco may
not have the ability to raise the funds necessary to repurchase the Convertible Notes upon a fundamental change or repay the Convertible Notes in cash at their maturity, and Newco’s future debt may contain limitations on our ability to pay
cash upon conversion, redemption or repurchase of the Convertible Notes. § Subject to the significant restrictions in Newco’s current debt agreements, Newco may still incur substantially more debt or take other actions that would diminish
Newco’s ability to make payments on the Convertible Notes when due. § Newco’s significant level of indebtedness could limit cash flow available for its operations, adversely affect its financial health and prevent it from fulfilling
its obligations under the debt agreements. § Newco’s Convertible Notes are subordinated to Newco’s senior indebtedness, including its ABL revolver and term loan. § The documents governing Newco’s indebtedness, including
the Convertible Notes, contain restrictive covenants that could have a material adverse effect on our business operations by limiting Newco’s flexibility. § To service Newco’s indebtedness, it will require a significant amount of
cash, and if it is unable to meet its debt obligations through the cash flow generated by its operations, or, if necessary, future borrowing, Newco may not be able to make payments on its indebtedness. 53
RISK CONSIDERATIONS – CONTINUED Risks Relating to Ackrell, the
Business Combination and Redemption § The Sponsor, directors and officers of Ackrell have conflicts of interest in determining to pursue the business combination with the Company, since certain of their interests, and certain interests of their
affiliates and associates, are different from or in addition to (and which may conflict with) the interests of Ackrell’s stockholders. § If the Business Combination’s benefits do not meet the expectations of investors, stockholders
or financial analysts, the market price of Newco’s securities may decline. § Since Ackrell’s Sponsor, officers, directors and their respective affiliates will lose their entire investment in Ackrell if the Business Combination is
not completed, they may have had a conflict of interest in identifying and selecting the Company for Ackrell’s initial business combination in order to close the Business Combination. § The ability to execute Newco’s strategic plan
could be negatively impacted to the extent a significant number of stockholders choose to redeem their subunits in connection with the Business Combination. 54
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