EX-99.(C)(5) 6 d549590dex99c5.htm EX-99.(C)(5)

Exhibit (c)(5) Project Sting Presentation to the Board of Directors of Sting August 3, 2023 STRICTLY PRIVATE & CONFIDENTIAL

Presentation Basis ▪ This presentation was prepared on a confidential basis exclusively for the benefit and use of the Board of Directors of Sting (the “Company”). This presentation is subject to the assumptions, qualifications and limitations set forth herein. This presentation is for discussion purposes only. It is not a recommendation as to how any Board member should vote, and does not carry any right of publication or disclosure. Neither this presentation nor any of its contents may be used for any other purpose without the prior written consent of Needham & Company, LLC. ▪ The information contained in this material is based on information obtained from the Company and other sources. Needham & Company, LLC has relied upon the accuracy and completeness of the foregoing information and has neither attempted to verify independently nor assumed responsibility for verifying any of such information. Any financial estimates and projections contained herein have been prepared by management or are based upon such estimates and projections, and involve numerous and significant subjective determinations, which may or may not be correct, and we have assumed that such estimates and projections have been reasonably prepared on bases reflecting the best currently available estimates and judgments of management or represent reasonable estimates. No representation or warranty, expressed or implied, is made as to the accuracy or completeness of such information and nothing contained herein is, or shall be relied upon as, a promise or representation, whether as to the past or the future. This material was not prepared for use by readers not as familiar with the business and affairs of the Company as the Board of Directors of the Company and, accordingly, Needham & Company, LLC takes no responsibility for the accompanying material when used by persons other than the Board of Directors. ▪ Nothing contained herein should be construed as tax, accounting, or legal advice. NEEDHAM & COMPANY STRICTLY PRIVATE & CONFIDENTIAL 1

Introduction Pursuant to our engagement by Sting, Needham & Company has: ▪ Reviewed a draft of the Memorandum of Understanding dated August 2, 2023; ▪ Reviewed certain publicly available information concerning the Company and certain other relevant financial and operating data of the Company furnished to us by the Company; ▪ Reviewed the historical stock prices and trading volumes for the Company’s American Depositary Shares (ADS); ▪ Held discussions with members of management of the Company concerning the current operations of and future business prospects for the Company; ▪ Reviewed certain financial forecasts with respect to the Company prepared by the management of the Company, and held discussions with members of management of the Company concerning those forecasts; ▪ Reviewed certain research analyst projections with respect to the Company and held discussions with members of management of the Company concerning those projections; ▪ Compared certain publicly available financial data of companies whose securities are traded in the public markets and that we deemed generally relevant to similar data for the Company; ▪ Reviewed the financial terms of certain business combinations that we deemed generally relevant; and ▪ Reviewed such other financial studies and analyses and considered such other matters as we have deemed appropriate. These analyses were prepared solely based on information that was provided by the Company’s management, or that was obtained from publicly available sources. NEEDHAM & COMPANY STRICTLY PRIVATE & CONFIDENTIAL 2

Table of Contents Section 1 Process Summary Section 2 Transaction Summary Section 3 Sting Financial Summary Section 4 Historical Trading Activity Section 5 Selected Public Companies Analysis Section 6 Selected Transactions & Premia Analysis Section 7 Discounted Cash Flow Analysis NEEDHAM & COMPANY STRICTLY PRIVATE & CONFIDENTIAL 3

Process Summary NEEDHAM & COMPANY STRICTLY PRIVATE & CONFIDENTIAL 4

Process Summary ▪ Following verbal indications that Ranger would be submitting a preliminary non-binding proposal to acquire the Company, Sting engaged Needham & Company as advisor to management and the Board of Directors ▪ On February 14, 2023, in its FY 2022 / Q4 2022 financial results press release, Sting said its Board of Directors had formed a strategic committee to explore strategic options and that “the Company will evaluate every tool in its toolbox to unlock shareholder value.” ▪ Needham contacted potential interested parties about an acquisition of the Massive IoT Business (“MIoT”). Once an indication of interest was received for the whole Company, Needham began a market check. 18 potential interested parties were contacted regarding a potential acquisition of the Company ▪ On March 31, 2023, Sting announced it had received interest from multiple parties, including a non-binding indication of interest requesting further diligence. The announcement also stated that the Company had engaged an investment bank to assist in evaluating and pursuing strategic alternatives ▪ On May 3, 2023, in its Q1 2023 financial results press release, Sting announced the recent achievement of a $20 million private placement had strengthened the Company’s position in its ongoing discussions engaged by the strategic committee of the Board of Directors and that Sting remains committed to delivering value to its shareholders ▪ According to Sting management, the Company will require additional funding of $15M before December 31, 2023 18 v 6 v No Additional Proposals Submitted NDAs Executed Parties Contacted NEEDHAM & COMPANY STRICTLY PRIVATE & CONFIDENTIAL 5

Transaction Summary NEEDHAM & COMPANY STRICTLY PRIVATE & CONFIDENTIAL 6

Summary of Proposed Transaction Terms Acquirer Name:▪ Ranger Target Name:▪ Sting Transaction Form: ▪ Tender Offer Transaction Consideration:▪ $3.03 per ADS Form of Consideration:▪ 100% Cash Consideration Background: ▪ Needham & Company was retained by Sting on February 6, 2023 Note: Unless noted otherwise, all figures in this presentation are in USD Notes: Source: Draft Memorandum of Understanding dated August 2, 2023 NEEDHAM & COMPANY STRICTLY PRIVATE & CONFIDENTIAL 7

Purchase Price Analysis Transaction Overview Implied Transaction Multiples (5) (6) ($ in millions except per ADS amounts) Ranger Management Case Street Case (1) Offer Operating Multiple at Operating Multiple at Price per ADS $ 3.03 Enterprise Value to: Metric Metric $3.03 $3.03 (7) $ 53.5 4.7x $ 53.5 4.7x LTM Revenue (2) (8) 58.5 56.9 4.4x 59.8 4.2x Basic ADS Outstanding NTM Revenue (3) 6.6 2024E Revenue 105.5 2.4x 79.3 3.1x (+) Effect of Dilutive Securities Fully Diluted ADS Outstanding 65.0 2025E Revenue 225.9 1.1x 125.6 2.0x (7)(9) Fully Diluted Equity Value $ 197.1 $ (8.8) NEG $ (8.8) NEG LTM Adj. EBITDA (4) (8)(9) (7.9) (24.3) NEG (16.5) NEG (–) Cash (as of June 30, 2023) NTM Adj. EBITDA (9) (+) Debt (as of June 30, 2023) 59.8 (3.5) NEG (11.2) NEG 2024E Adj. EBITDA (9) Enterprise Value $ 249.0 39.4 6.3x NA NA 2025E Adj. EBITDA Implied Transaction Premiums The above calculation does not Volume Weighted include the $15M of capital that Average Price Spot Price Over Indicated Period Sting will need to raise and which Premium (Discount) to: Value Premium Value Premium will be consumed before (10) $ 2.14 41.6% Last Unaffected Price (11) December 31, 2023 2.39 26.8% $ 2.41 25.7% 5 Trading Days Prior to Last Unaffected Date (11) 2.20 37.7% 2.27 33.3% 30 Trading Days Prior to Last Unaffected Date (11) 2.12 42.9% 2.26 34.3% 45 Trading Days Prior to Last Unaffected Date (11) 2.03 49.3% 2.25 34.9% 90 Trading Days Prior to Last Unaffected Date Notes: ‘NA’ for unavailable information or when sufficient data is unavailable; ‘NM’ for multiples that exceed 100x; ‘NEG’ for multiples that are below 0 Fiscal Year ending December 31st for the periods shown LTM figures reflect Sting SEC filings and Company press releases; Q2 2023A figures reflect financials of Sting provided in its preliminary Q2 2023 press release provided by Sting management 6. Source: Street Estimate figures reflect consensus financial estimates of Wall Street research analysts covering Sting, via Bloomberg consensus estimates 1. Source: Draft Memorandum of Understanding dated August 2, 2023 7. Last twelve month figures reflect the period ending June 30, 2023 2. Reflects 58,471,400 ADS outstanding as of July 31, 2023 as provided by Sting management 8. Next twelve month figures reflect the period ending June 30, 2024 3. Reflects the effects from dilutive securities as of July 31, 2023, as provided by Sting management, 9. Adjusted EBITDA excludes the impact of stock-based compensation expense calculated using the treasury stock method 4. Includes cash and cash equivalents, as provided by Sting management & Capitalization of R&D Expense 10. Reflects ADS price as of August 2, 2023 5. Source: Management Projections reflect financial projection of Sting Management provided by Sting on 11. Last unaffected date is August, 2 2023 July 25, 2023 NEEDHAM & COMPANY STRICTLY PRIVATE & CONFIDENTIAL 8

Sting Financial Summary NEEDHAM & COMPANY STRICTLY PRIVATE & CONFIDENTIAL 9

Sting Historical and Projected Revenue by Segment Management Estimates ($ in millions) $ 2.9 $ 3.0 $ 2.8 $ 4.1 $ 6.9 $ 65.6 $ 57.9 $ 7.0 $ 46.0 $ 43.7 $ 6.2 $ 32.1 $ 2.3 $ 1.0 $ 24.0 $ 6.5 $ 6.5 $ 12.1 $ 10.9 $ 8.0 $ 6.6 $ 14.7 $ 9.6 $ 6.3 $ 8.2 $ 8.0 $ 7.7 $ 5.9 $ 5.0 $ 5.6 $ 4.4 $ 2.9 (1) (1) (1) (1) (1) (2) (3) (3) (3) (3) (3) (3) (3) (3) (3) (3) Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 2022A 2022A 2022A 2022A 2023A 2023A 2023E 2023E 2024E 2024E 2024E 2024E 2025E 2025E 2025E 2025E $ 12.9 $ 213.1 $ 26.6 $ 13.0 $ 20.5 $ 37.6 $ 78.9 $ 11.8 $ 30.6 $ 37.9 $ 30.4 $ 23.0 (4) (4) (4) (5) (5) (5) 2020A 2021A 2022A 2023E 2024E 2025E Product Revenue License & Services Revenue Notes: Source: Sting SEC filings, Sting projected financials provided by Sting management on July 25, 2023 st Fiscal Year ending December 31 for the periods shown 1. Q1 2022A – Q1 2023A figures reflect financials of Sting provided in their quarterly financial results press releases dating back to May 3, 2022 2. Q2 2023A figures reflect financials of Sting provided in its preliminary Q2 2023 press release provided by Sting management 3. Q3 2023E – Q4 2025E figures reflect financial projections of Sting management provided by Sting on July 25, 2023 4. FY 2020A – FY 2022A figures reflect financials of Sting provided in their FY 2022 20-F released on March 31, 2023 5. FY 2023E – FY 2025E figures reflect financial projections of Sting management provided by Sting on July 25, 2023 NEEDHAM & COMPANY STRICTLY PRIVATE & CONFIDENTIAL 10

Sting Historical and Projected Income Statement (1) (1) (1) (2) (3) (3) FY 2020A FY 2021A FY 2022A FY 2023E FY 2024E FY 2025E ($ in millions) Revenue: Product Revenue $ 37.9 $ 30.4 $ 23.0 $ 11.8 $ 78.9 $ 213.1 License and Services Revenue 1 3.0 20.5 37.6 3 0.6 26.6 1 2.9 Total Revenue $ 50.9 $ 50.9 $ 60.6 $ 42.4 $ 105.5 $ 225.9 Growth % 65.0% (0.1)% 19.0% (29.9)% 148.6% 114.2% (4) Cost of Revenues 27.4 23.7 17.7 12.2 52.5 128.2 Gross Profit 23.5 27.2 42.9 30.3 52.9 97.8 Gross Margin % 46.1% 53.4% 70.8% 71.4% 50.2% 43.3% Operating Expenses (4) Sales & Marketing 7.9 9.0 10.0 11.1 10.4 10.7 (4) Research & Development 30.9 26.4 26.6 25.3 21.6 32.0 (4)(5) General & Administrative 9.4 10.0 10.1 16.4 17.6 15.9 Total Operating Expenses 48.2 45.5 46.7 52.8 49.6 58.6 Operating Income / (Loss) $ (24.7) $ (18.3) $ (3.8) $ (22.6) $ 3.4 $ 39.2 EBIT $ (24.7) $ (18.3) $ (3.8) $ (22.6) $ 3.4 $ 39.2 Depreciation & Amortization 9.8 10.6 12.0 10.9 9.7 18.9 Capitalization of R&D Expense (7.2) (19.4) (15.5) (22.6) (20.0) (20.0) Share-based Payment Expense 3.0 5.1 5.5 6.8 3.4 1.3 Adjusted EBITDA $ (19.2) $ (22.0) $ (1.8) $ (27.5) $ (3.5) $ 39.4 Adjusted EBITDA Margin % (37.7)% (43.3)% (3.0)% (64.9)% (3.3)% 17.5% Notes: Source: Sting SEC filings, Sting projected financials provided by Sting management on July 25, 2023 st Fiscal Year ending December 31 for the periods shown 1. FY 2020A – FY 2022A figures reflect financials of Sting provided in their FY 2022 20-F released on March 31, 2023 2. FY 2023E figures reflect Sting’s Q1 2023 SEC filings, preliminary 2023 Q2 press release provided by Sting management, and 2H 2023 financial projections of Sting management provided by Sting on July 25, 2023 3. FY 2024E – FY 2025E figures reflect financial projections of Sting management provided by Sting on July 25, 2023 4. Cost of Revenues, Sales & Marketing, Technology & Development and General & Administrative inclusive of allocations for Share-based Payment Expense and Overhead expense for FY 2020A – 1H FY 2023A 5. General & Administrative expense includes Overhead and Share-based Payment Expense for 2H FY 2023E – FY 2025E NEEDHAM & COMPANY STRICTLY PRIVATE & CONFIDENTIAL 11

Sting Projected Income Statement Comparison Street Consensus Estimates (1) (1) (1) Wall Street Consensus Estimates FY 2023E FY 2024E FY 2025E ($ in millions) (2) Post Q3 FY'22 Earnings Consensus - Total Revenue $ 69.7 $ 109.6 $ 79.4 YoY Growth % 15.1% 57.2% (27.5)% (3) Post FY'22 Earnings Consensus - Total Revenue $ 54.7 $ 88.1 $ 79.4 YoY Growth % (9.7)% 61.1% (9.9)% (4) Current Consensus - Total Revenue $ 48.9 $ 79.3 $ 125.6 YoY Growth % (19.2)% 62.0% 58.4% Management Forecast – Total Revenue $ 42.4 $ 105.5 $ 225.9 YoY Growth % (29.9)% 148.6% 114.2% (2) Post Q3 FY'22 Earnings Consensus Miss/(Beat) Versus Management Projections $ 27.3 $ 4.1 $ (146.5) (3) Post FY'22 Earnings Consensus Miss/(Beat) Versus Management Projections $ 12.2 $ (17.4) $ (146.5) (4) Current Consensus Miss/(Beat) Versus Management Projections $ 6.5 $ (26.2) $ (100.3) (2) Post Q3 FY'22 Earnings Consensus Miss/(Beat) Versus Management Projections (%) 64.3% 3.9% (64.9)% (3) Post FY'22 Earnings Consensus Miss/(Beat) Versus Management Projections (%) 28.9% (16.5)% (64.9)% (4) Current Consensus Miss/(Beat) Versus Management Projections (%) 15.3% (24.8)% (44.4)% Notes: Source: Source: Bloomberg consensus estimates; variance calculation figures reflect financial projections of Sting management provided by Sting management on July 25, 2023 st Fiscal Year ending December 31 for periods shown 1. FY 2023E – FY 2025E figures reflect consensus financial estimates of Wall Street research analysts covering Sting, via Bloomberg consensus estimates rd 2. Consensus estimates as of November 3 , 2022 th 3. Consensus estimates as of February 15 , 2023 4. Consensus estimates as of August 1, 2023 NEEDHAM & COMPANY STRICTLY PRIVATE & CONFIDENTIAL 12

Sting Guidance History ▪ Sting Management has provided forward revenue guidance for six of the last ten quarters ➢ Of the six quarters Sting Management has provided forward revenue guidance, the Company has missed its guidance on three occasions ▪ Sting Management has not provided forward revenue guidance for four of the last ten quarters ($ in millions) Earnings Period Reported Revenue % Variance vs. Consensus % Variance vs. (1) Period Ended Guidance Guidance Revenue Consensus Revenue Q2 2023 6/30/2023 $ 9.158 $ 9.0 - $ 11.0 In Range $ 10.000 (9.19)% Q1 2023 3/31/2023 11.899 12.000 (0.84)% 12.000 (0.85)% Q4 2022 12/31/2022 15.911 N/A N/A 16.250 (2.13)% Q3 2022 9/30/2022 16.528 >13.079 2 6.4% 15.700 5.01% Q2 2022 6/30/2022 14.221 N/A N/A 14.440 (1.54)% Q1 2022 3/31/2022 13.891 N/A N/A 13.800 0.66% Q4 2021 12/31/2021 13.810 13.674 0.99% 13.700 0.80% Q3 2021 9/30/2021 11.891 N/A N/A 12.260 (3.10)% Q2 2021 6/30/2021 12.857 13.552 (5.13)% 13.540 (5.31)% Q1 2021 3/31/2021 12.321 <15.790 (21.97)% 13.800 (12.00)% Notes: Source: Bloomberg consensus estimates, FactSet Research Systems, Company Filings, Press Releases & Earnings Transcripts 1. Q2 2023, three month period ended 6/30/2023, results not reported publicly NEEDHAM & COMPANY STRICTLY PRIVATE & CONFIDENTIAL 13

Sting Historical Balance Sheet Data ($ in millions) Sting Summary Balance Sheet (1) (2) (3) (4) (5) (6) March 31, June 30, September 30, December 31, March 31, June 30, 2022 2022 2022 2022 2023 2023 Current Assets: Cash & Cash Equivalents $ 26.3 $ 16.8 $ 5.8 $ 10.7 $ 5.3 $ 7.9 Other Current Assets 30.1 34.4 41.6 29.8 27.0 35.0 Total Current Assets 56.4 51.1 47.5 40.4 32.4 42.9 Total Non-Current Assets 54.6 56.4 56.9 58.3 60.4 64.1 Total Assets $ 110.9 $ 107.6 $ 104.4 $ 98.8 $ 92.7 $ 106.9 Current Liabilities: Current Portion of Long-Term Debt $ 11.8 $ 14.1 $ 11.6 $ 9.7 $ 8.4 $ 50.0 Other Current Liabilities 28.9 27.4 28.3 27.2 27.5 28.0 Total Current Liabilities 40.7 41.5 39.9 36.8 35.9 78.0 Non-Current Liabilities: Long-Term Debt 42.8 44.3 45.2 47.3 49.1 9.8 Other Non-Current Liabilities 18.5 15.0 14.4 12.6 9.0 8.2 Total Non-Current Liabilities 61.2 59.3 59.6 59.8 58.0 18.1 Total Equity 9.0 6.8 4.8 2.1 (1.3) 10.8 Total Equity and Liabilities $ 110.9 $ 107.6 $ 104.4 $ 98.8 $ 92.7 $ 106.9 In the Company’s FY 2022 and FY 2021 Annual Reports on Form 20-Fs, Sting’s auditors, Ernst & Young LLP, (7) raised substantial doubt about the Company’s ability to continue as a going concern The Company believes it will need additional funding by the end of October 31, 2023 Notes: Source: SEC filings; Company filings, Additional balance sheet detail on Government Grants, Advances, Loans and Other Liabilities provided by Sting management 1. Q1 2022 press release dated May 3, 2022 2. Q2 2022 press release dated August 2, 2022 5. Q1 2023 press release dated May 3, 2023 6. Q2 2023A figures reflect financials of Sting provided in its preliminary Q2 2023 press release provided by Sting management 3. Q3 2022 press release dated November 2, 2022 4. Q4 2022 press release dated February 14, 2023 7. Sting FY 2021 and 2022 20-Fs dated March 31, 2022 and March 31, 2023 NEEDHAM & COMPANY STRICTLY PRIVATE & CONFIDENTIAL 14

Historical Trading Activity NEEDHAM & COMPANY STRICTLY PRIVATE & CONFIDENTIAL 15

Sting Historical Trading Activity LTM Sting ADS Price Performance LTM Sting ADS Price Performance February 14, 2023 Pre-market open, in its Q4 2022 financial results press March 31, 2023 release, Sting mentions it has formed a strategic committee Pre-market open, Sting announces it has received a of the board to explore strategic options non-binding indication of interest requesting further diligence and that it intends to raise $10-20 million of primary capital ADS price per share of $2.00 on March 31, 2023 at market close Ranger Offer: $3.03 5-Day VWAP: $2.41 45-Day VWAP: $2.26 30-Day VWAP: $2.27 Notes: Source: FactSet Research Systems as of August 2, 2023; Company Filings and Press Releases NEEDHAM & COMPANY STRICTLY PRIVATE & CONFIDENTIAL 16

Historical Trading Activity 2023 YTD Indexed Stock Price Performance 2023 YTD Indexed Stock Price Performance Notes: Sting indexed price performance reflects the Company’s publicly listed ADS Selected Semiconductor Companies include: MaxLinear, Nordic Semiconductor, Qorvo, Semtech, Silicon Laboratories, Skyworks Solutions, STMicroelectronics, Synaptics, u-blox Source: FactSet Research Systems as of August 2, 2023 NEEDHAM & COMPANY STRICTLY PRIVATE & CONFIDENTIAL 17

Sting Historical Trading Activity Sting ADS Price and Trading Volume Through August 2, 2023 Three Months Six Months Offer: $3.03 Offer: $3.03 VWAP: $2.25 VWAP: $2.32 ➢ 5.1M ADSs traded, represents 7.8% of fully diluted ADSs outstanding➢ 10.3M ADSs traded, represents 15.8% of fully diluted ADSs outstanding One Year Two Years Offer: $3.03 VWAP: $2.90 VWAP: $3.58 Offer: $3.03 ➢ 18.6M ADSs traded, represents 28.6% of fully diluted ADSs outstanding➢ 47.0M ADSs traded, represents 72.2% of fully diluted ADSs outstanding Notes: Reflects 58,471,000 ADS outstanding as of July 31, 2023 Reflects the effects from dilutive securities as provided by Sting management on July 31, 2023, calculated using the treasury stock method Reflects Sting’s historical ADS trading activity through August 2, 2023 Source: FactSet Research Systems as of August 2, 2023 NEEDHAM & COMPANY STRICTLY PRIVATE & CONFIDENTIAL 18

Percent of Volume Percent of Volume Percent of Volume Percent of Volume Cumulative Volume Traded at Various Price Levels As of August 2, 2023 3 Months 6 Months 100% 98% 100% 92% 1.8 90% 100% 6.0 100% 89% 1.6 5.0 72% 80% 80% 1.4 1.2 4.0 60% 60% 49% 1.0 3.0 34% 0.8 40% 40% 0.6 2.0 18% 0.4 20% 20% 1.0 0.2 0.0 0% 0.0 0% $2.08 - $2.15 $2.16 - $2.23 $2.24 - $2.31 $2.32 - $2.39 $2.40 - $2.48 $1.97 - $2.21 $2.22 - $2.47 $2.48 - $2.72 $2.73 - $2.98 $2.99 - $3.24 Offer: $3.03 100% of trading volume below $3.03 offer price One Year Two Years 100% 100% 91% 8.0 100% 14.0 100% 7.0 12.0 76% 75% 80% 80% 6.0 62% 10.0 55% 54% 5.0 60% 60% 8.0 4.0 37% 6.0 40% 40% 3.0 28% 4.0 2.0 20% 20% 2.0 1.0 0.0 0% 0.0 0% $1.97 - $2.39 $2.40 - $2.81 $2.82 - $3.24 $3.25 - $3.66 $3.67 - $4.10 $1.97 - $2.79 $2.80 - $3.62 $3.63 - $4.44 $4.45 - $5.27 $5.28 - $6.11 Offer: $3.03 Offer: $3.03 Notes: Reflects 58,471,000 ADS outstanding as of July 31, 2023 Source: FactSet Research Systems as of August 2, 2023 NEEDHAM & COMPANY STRICTLY PRIVATE & CONFIDENTIAL 19 Volume in Millions Volume in Millions Volume in Millions Volume in Millions

Selected Public Companies Analysis NEEDHAM & COMPANY STRICTLY PRIVATE & CONFIDENTIAL 20

Selected Public Companies Analysis – Margin Data ($ in millions) Last Twelve Months LTM Margin Analysis '23E / '24E '24E / '25E CY '24E Gross Adjusted Gross Adjusted Revenue Revenue Adj. EBITDA Company Revenue Profit EBITDA Profit EBITDA Growth Growth Margin Selected Companies (1) $ 1,008.7 $ 574.0 $ 283.1 56.9% 28.1% (0.3)% 19.9% 28.5% MaxLinear (1) 693.1 375.9 115.9 54.2% 16.7% 22.2% 20.9% 17.3% Nordic Semiconductor (2) 3,569.4 1,296.9 613.8 36.3% 17.2% 27.2% 8.1% 25.8% Qorvo (3) 790.9 452.3 119.6 57.2% 15.1% 15.9% (9.6)% 18.8% Semtech (4) 1,018.8 620.5 207.8 60.9% 20.4% 7.2% 22.4% 16.0% Silicon Laboratories (5) 5,121.9 2,416.9 2,217.3 47.2% 43.3% 7.5% 5.5% 40.4% Skyworks Solutions (4) 17,318.0 8,086.0 6,566.0 46.7% 37.9% 3.3% 7.0% 36.4% STMicroelectronics (6) 1,604.2 880.8 591.3 54.9% 36.9% 29.2% 2.9% 26.3% Synaptics (7) 653.9 321.5 132.2 49.2% 20.2% (0.2)% (0.9)% 19.2% u-blox High $ 17,318 $ 8,086 $ 6,566 60.9% 43.3% 29.2% 22.4% 40.4% Mean $ 3,531 $ 1,669 $ 1,205 51.5% 26.2% 12.5% 8.5% 25.4% Median $ 1,019 $ 621 $ 283 54.2% 20.4% 7.5% 7.0% 25.8% Low $ 654 $ 322 $ 116 36.3% 15.1% (0.3)% ( 9.6)% 16.0% (1)(8)(9) $ 53.5 $ 41.7 $ (8.8) 77.9% (16.5%) 148.6% 114.2% (3.3%) Sting Management Case (2)(8)(10) $ 53.5 $ 41.7 $ (8.8) 77.9% (16.5%) 62.0% 58.4% (14.1%) Sting Street Case Notes: Source: SEC filings; Company filings, Bloomberg consensus estimates Adjusted EBITDA excludes the impact of stock-based compensation expense, capitalized R&D expense, and one-time expenses 1. Last twelve month figures reflect the period ending June 30, 2023 7. Last twelve month figures reflect the period ending December 31, 2022 2. Last twelve month figures reflect the period ending April 1, 2023 8. LTM figures reflect financials of Sting provided in their 2022 20-F released on March 31, 2023 and preliminary 2023 Q2 press release 3. Last twelve month figures reflect the period ending April 30, 2023 provided by Sting management 4. Last twelve month figures reflect the period ending July 1, 2023 9. Revenue growth reflects financial projections of Sting management provided by Sting management on July 25, 2023 5. Last twelve month figures reflect the period ending March 31, 2023 10. Revenue growth reflect consensus financial estimates of Wall Street research analysts covering Sting, via Bloomberg consensus estimates 6. Last twelve month figures reflect the period ending March 25, 2023 NEEDHAM & COMPANY STRICTLY PRIVATE & CONFIDENTIAL 21

Selected Public Companies Analysis – Multiples Data ($ in millions, except per share values) Stock Enterprise Value / Price Market Enterprise Revenues Adj. EBITDA Company 8/2/2023 Value Value LTM CY '23E CY '24E LTM CY '23E CY '24E Selected Companies (1) $ 24.27 $ 2,198 $ 2,074 2.1x 2.9x 2.9x 7.3x 13.0x 10.2x MaxLinear (1) 14.23 2,752 2,500 3.6x 3.9x 3.2x 21.6x 28.4x 18.6x Nordic Semiconductor (2) 106.11 10,677 11,916 3.3x 3.7x 2.9x 19.4x 37.1x 11.3x Qorvo (3) 27.31 1,794 3,010 3.8x 3.2x 2.7x 25.2x 21.5x 14.5x Semtech (4) 140.89 4,664 4,238 4.2x 4.7x 4.4x 20.4x 33.5x 27.5x Silicon Laboratories (5) 110.75 17,892 18,822 3.7x 3.9x 3.7x 8.5x 9.9x 9.1x Skyworks Solutions (4) 52.35 48,077 46,232 2.7x 2.7x 2.6x 7.0x 7.3x 7.1x STMicroelectronics (6) 88.18 3,765 3,810 2.4x 3.6x 2.8x 6.4x 14.3x 10.6x Synaptics (7) 111.83 832 748 1.1x 1.0x 1.0x 5.7x 4.6x 5.1x u-blox High $ 48,077 $ 46,232 4.2x 4.7x 4.4x 25.2x 37.1x 27.5x Mean $ 10,295 $ 10,372 3.0x 3.3x 2.9x 13.5x 18.9x 12.7x Median $ 3,765 $ 3,810 3.3x 3.6x 2.9x 8.5x 14.3x 10.6x Low $ 832 $ 748 1.1x 1.0x 1.0x 5.7x 4.6x 5.1x (1)(8)(9)(11) $ 3.03 $ 197 $ 249 4.7x 5.9x 2.4x NEG NEG NEG Sting Management Case (1)(8)(10)(11) $ 3.03 $ 197 $ 249 4.7x 5.1x 3.1x NEG NEG NEG Sting Street Case Notes: Source: SEC filings; Company filings, Bloomberg consensus estimates, FactSet Research Systems Adjusted EBITDA excludes the impact of stock-based compensation expense, capitalized R&D expense, and one-time expenses 1. Last twelve month figures reflect the period ending June 30, 2023 8. LTM figures reflect financials of Sting provided in their FY 2022 20-F released on March 31, 2023 and preliminary 2023 Q2 press release provided 2. Last twelve month figures reflect the period ending April 1, 2023 by Sting management 3. Last twelve month figures reflect the period ending April 30, 2023 9. Sting CY ‘23 – CY ’25 Management Case figures reflects financial projections of Sting management provided by Sting management on July 25, 2023 4. Last twelve month figures reflect the period ending July 1, 2023 10. Sting CY ‘23 – CY ‘25 Street Case figures reflect consensus financial estimates of Wall Street research analysts covering Sting, via Bloomberg 5. Last twelve month figures reflect the period ending March 31, 2023 consensus estimates 6. Last twelve month figures reflect the period ending March 25, 2022 11. Reflects 58,471,400 ADS outstanding as of July 31, 2023; Reflects the effects from dilutive securities as of July 31, 2023, as provided by Sting 7. Last twelve month figures reflect the period ending December 31, 2022 management, calculated using the treasury stock method NEEDHAM & COMPANY STRICTLY PRIVATE & CONFIDENTIAL 22

Selected Transactions & Premia Analysis NEEDHAM & COMPANY STRICTLY PRIVATE & CONFIDENTIAL 23

Selected Semiconductor Transactions Analysis Selected Industry & Product Public Semiconductor Transactions Under $10B Announced since January 1, 2018 ($ in millions) Announce Close Equity Enterprise Enterprise Value / Enterprise Value / NTM Revenue (1) Date Date Acquirer Target Value LTM Revenue NTM Revenue Growth Value (2) 9/30/2022 3/3/2023 FNOF Precious Honour Ltd. O2Micro International $ 151 $ 101 1.1x 1.6x (33.2)% (3) 8/2/2022 1/12/2023 Semtech Sierra Wireless 1,279 1,241 2.3x 1.8x 27.5% (4) 8/30/2021 12/2/2021 Synaptics DSP Group 564 434 3.4x 3.0x 15.3% (5) 5/25/2021 8/26/2021 DBAY Advisors Telit Communications 436 372 1.1x 1.0x 11.5% (5) 2/8/2021 8/30/2021 Renesas Electronics Dialog Semiconductor 5,887 5,591 4.2x 3.9x 9.5% (6) 2/20/2020 6/29/2020 Dialog Semiconductor Adesto Technologies 440 458 3.9x 3.2x 22.8% (7) 6/2/2019 4/16/2020 Infineon Technologies Cypress Semiconductor 9,154 9,730 4.0x 4.4x ( 9.1)% (8) 3/27/2019 6/19/2019 ON Semiconductor Quantenna Communications 1,053 917 4.2x 3.6x 15.8% Silicon Motion 3/7/2019 5/31/2019 Dialog Semiconductor 45 45 1.5x NA NA (Mobile Communications Bus.) (9) 9/10/2018 3/29/2019 Renesas Electronics Integrated Device Technology 6,667 6,817 7.8x 7.1x 9.5% 6/29/2018 9/14/2018 Adesto Technologies Echelon 44 25 0.8x NA NA 5/9/2018 5/9/2018 Adesto Technologies S3 ASIC Semiconductors 35 35 2.7x NA NA High $ 9,154 $ 9,730 7.8x 7.1x 27.5% Mean $ 2,146 $ 2,147 3.1x 3.3x 7.7% Median $ 502 $ 446 3.1x 3.2x 1 1.5% Low $ 35 $ 25 0.8x 1.0x ( 33.2)% (11) (10) Ranger $ 197 $ 249 4 .7x 4 .4x 6 .3% Sting - Management Case (12) (10) Ranger $ 197 $ 249 4.7x 4 .2x 1 1.8% Sting - Street Case Notes: Source: SEC filings, public filings, Company press releases, Bloomberg consensus estimates, preliminary Q2 2023 press release provided by Sting management 1. Equity value used as a proxy for enterprise value when balance sheet information not available 2. Next twelve month figures reflect the period ending September 30, 2023 9. Next twelve month figures reflect the period ending July 1, 2019 3. Next twelve month figures reflect the period ending June 30, 2023 10. Next twelve month figures reflect the period ending June 30, 2024 4. Next twelve month figures reflect the period ending September 30, 2022 11. Management case NTM figure reflects financial projections of Sting Management provided by 5. Next twelve month figures reflect the period ending December 31, 2021 Sting on July 25, 2023 6. Next twelve month figures reflect the period ending December 31, 2020 12. Street case NTM figure reflects consensus financial estimates of Wall Street research analysts 7. Next twelve month figures reflect the period ending March 31, 2020 covering Sting, via Blomberg Consensus estimates 8. Next twelve month figures reflect the period ending December 31, 2019 NEEDHAM & COMPANY STRICTLY PRIVATE & CONFIDENTIAL 24

Selected Semiconductor Transactions Premiums Analysis Selected Industry & Product Public Semiconductor Transactions Under $10B Announced since January 1, 2018 ($ in millions, except per share values) (3) Announce Equity Enterprise Offer Offer Price Premium : (1) (2) Date Acquirer Target Value Value Price 1-Day 5-Days 30-Days 45-Days 90-Days (4) 9/30/2022 FNOF Precious Honour Ltd. O2Micro International $ 151 $ 101 $ 5.00 54.1% 38.3% 24.9% 23.0% 8.8% (5) 8/2/2022 Semtech Sierra Wireless 1,279 1,241 39.88 27.9% 38.1% 29.3% 30.9% 44.8% (6) 8/30/2021 Synaptics DSP Group 564 434 22.00 26.6% 24.6% 35.9% 38.3% 43.2% (7) 5/25/2021 DBAY Advisors Telit Communications 436 372 3.12 31.1% 28.7% 29.3% 28.9% 29.6% (8) 2/8/2021 Renesas Electronics Dialog Semiconductor 5,887 5,591 81.32 20.3% 25.1% 34.7% 40.7% 58.7% (9) 2/20/2020 Dialog Semiconductor Adesto Technologies 440 458 12.55 57.1% 62.2% 53.6% 54.2% 57.5% (10) 6/2/2019 Infineon Technologies Cypress Semiconductor 9,154 9,730 23.85 54.9% 54.4% 46.3% 47.9% 53.5% (11) 3/27/2019 ON Semiconductor Quantenna Communications 1,053 917 24.50 19.5% 18.6% 26.0% 33.6% 44.7% (12) 9/10/2018 Renesas Electronics Integrated Device Technology 6,667 6,817 49.00 29.5% 29.7% 36.8% 38.9% 46.8% (13) 6/29/2018 Adesto Technologies Echelon 44 25 8.50 104.3% 102.0% 101.0% 101.1% 93.4% High $ 9,154 $ 9,730 104.3% 102.0% 101.0% 101.1% 93.4% Mean $ 2,568 $ 2,569 42.5% 42.2% 41.8% 43.7% 48.1% Median $ 809 $ 688 30.3% 33.9% 35.3% 38.6% 45.8% Low $ 44 $ 25 19.5% 18.6% 24.9% 23.0% 8.8% (14) 8/3/2023 Ranger Sting $ 197 $ 249 $ 3.03 41.6% 25.7% 33.3% 34.3% 34.9% Notes: Source: Company Press Releases, FactSet Research Systems, SEC filings, public filings, Company press releases, preliminary Q2 2023 press release provided by Sting management 1. Equity value used as a proxy for enterprise value when balance sheet information not available 2. Offer prices presented in USD; premiums reflect premium over offer price in local currency 3. Offer price premium calculated as percentage difference of the offer price over the spot price over 1- trading day period before the last unaffected trading day of the stock’s price; Offer price premium calculated as the percentage difference of the offer price over the volume weighted average price over the 5-, 30-, 45- and 90- trading day periods before the last unaffected trading day of the stock’s price 4. O2Micro’s last unaffected full-day of trading is March 11, 2022 5. Sierra Wireless’ last unaffected full-day of trading is July 29, 2022 10. Cypress’ last unaffected full-day of trading is May 28, 2019 6. DSP Group’s last unaffected full-day of trading is August 27, 2021 11. Quantenna’s last unaffected full-day of trading is March 27, 2019 7. Telit Communications’ last unaffected full-day of trading is November 2, 2020 12. Integrated Device Technology’s last unaffected full-day of trading is August 30, 2018 8. Dialog’s last unaffected full-day of trading is February 5, 2021 13. Echelon’s last unaffected full-day of trading is June 28, 2018 9. Adesto’s last unaffected full-day of trading is February 19, 2020 14. Sting’s last unaffected full-day of trading is August 2, 2023 NEEDHAM & COMPANY STRICTLY PRIVATE & CONFIDENTIAL 25

Discounted Cash Flow Analysis NEEDHAM & COMPANY STRICTLY PRIVATE & CONFIDENTIAL 26

Illustrative Discounted Cash Flow Analysis Sting Standalone Company Free Cash Flow Calculation – Management Estimates Unlevered Free Cash Flow Analysis Cost of Capital Calculation ($ in millions) Fiscal Year Ending December 31 Cost of Equity (1) (5) Aug. - Dec. 2023E 2024E 2025E Equity Risk Premium 5.50% (6) Raw Beta 1.16 Revenue $ 18.3 $ 105.5 $ 225.9 Adjusted Equity Market Risk Premium 6.38% (7) Total COGS and Operating Expenses (27.2) (102.1) (186.7) U.S. Risk Free Rate 4.35% (8) Operating Income (R&D Capitalized) $ (8.9) $ 3.4 $ 39.2 Size Premium 7.83% Implied Cost of Equity 18.56% EBIT $ (8.9) $ 3.4 $ 39.2 Capitalized R&D Expense (8.9) (20.0) (20.0) Cost of Debt Q2'23A ($M) Cost (9) $ 47.8 Depreciation & Amortization 3.7 9.7 18.9 Convertible Debt 6.5% Adj. EBITDA $ (14.1) $ (6.9) $ 38.1 Interest Bearing Receivable Financing 6.8 5.5% Government Loans 5.2 1.8% EBIT $ (8.9) $ 3.4 $ 39.2 Implied Pre-Tax Weighted Avg. Cost of Debt 6.0% (2) (–) Cash Taxes (0.9) (2.3) (10.2) (+) Depreciation & Amortization 3.7 9.7 18.9 Weighted Average Cost of Capital % of Cap. Cost (3) (–) Capital Expenditures & Capitalized R&D (12.0) (29.0) (24.0) Equity 76.71% 18.56% (4) (+) ∆ in Net Working Capital (0.9) (5.3) (11.3) Debt 23.29% 6.0% Unlevered Free Cash Flow $ (19.1) $ (23.5) $ 12.7 Weighted Average Cost of Capital 15.28% Notes: Source: SEC filings, preliminary Q2 2023 press release provided by Sting management, Sting management estimates Adjusted EBITDA is inclusive of the effects of stock-based compensation expense 1. Aug. – Dec. 2023E financials reflect two thirds of Sting management’s Q3 2023E estimates plus Sting management’s Q4 2023E estimates 2. Cash Taxes per guidance of Sting Management. 3. FY 2023E Capital Expenditures reflect SEC filings, Q2 2023 preliminary press release provided by Sting management, and management estimates. For FY 2024E-2025E, Capital Expenditures reflect management estimates 4. FY 2023E Change in Net Working Capital reflects SEC filings, Q2 2023 preliminary press release provided by Sting management, and management estimates. For FY 2024E-2025E, Change in Net Working Capital reflects management estimates 5. Reflects Kroll’s (formerly Duff & Phelps) recommended US Equity Risk Premium as of June 8, 2023 6. Reflects Sting’s 3-year raw beta as of August 2, 2023 per FactSet Research Systems 7. Reflects current yield on 20-year Treasury Bonds as of August 2, 2023 per the US Treasury 8. Reflects Kroll’s (fka Duff & Phelps) 2022 Valuation Handbook, represents size-related risk premium of companies with market capitalizations between $2.015M and $123.803M 9. Reflects weighted average cost of debt of the convertible debt per Sting management NEEDHAM & COMPANY STRICTLY PRIVATE & CONFIDENTIAL 27

Illustrative Discounted Cash Flow Analysis Sting Standalone Enterprise & Equity Value Calculation (Discounted to July 31, 2023) Discounted Cash Flow Analysis CALENDAR FOR DISCOUNT PERIODS ($ in millions except per ADS amounts) EBITDA Discount Rate Multiple 15.3% 16.3% 17.3% 18.3% 19.3% Present Value of Free Cash Flows $ (28.2) $ (28.1) $ (28.0) $ (27.9) $ (27.8) Plus: Present Value of Terminal Value 8.0x $ 216 $ 212 $ 208 $ 203 $ 199 Based on multiple of FY 2025E Adj. EBITDA of $38.1M: 8.5x 230 225 220 216 212 9.0x 243 238 233 229 224 9.5x 257 252 246 241 237 10.0x 270 265 259 254 249 Equals: Implied Enterprise Value 8.0x $ 188 $ 184 $ 180 $ 175 $ 171 Based on multiple of FY 2025E Adj. EBITDA of $38.1M: 8.5x 202 197 192 188 184 9.0x 215 210 205 201 196 9.5x 229 223 218 214 209 10.0x 242 237 231 226 221 (1) Equals: Implied ADS Price 8.0x $ 2.09 $ 2.03 $ 1.96 $ 1.90 $ 1.84 Based on multiple of FY 2025E Adj. EBITDA of $38.1M: 8.5x 2.30 2.23 2.16 2.09 2.03 9.0x 2.51 2.43 2.36 2.29 2.22 9.5x 2.72 2.64 2.56 2.48 2.41 10.0x 2.93 2.84 2.76 2.68 2.60 Implied Equity Value to Transaction Price Per ADS - Premium / (Discount) 8.0x (30.9)% (33.1)% (35.2)% (37.3)% (39.4)% Based on multiple of FY 2025E Adj. EBITDA of $38.1M: 8.5x (24.0)% (26.4)% (28.7)% (30.9)% (33.0)% Transaction Price Per ADS: $3.03 9.0x (17.2)% (19.7)% (22.1)% (24.4)% (26.7)% 9.5x (10.3)% (12.9)% (15.5)% (18.0)% (20.4)% 10.0x (3.4)% (6.2)% (8.9)% (11.5)% (14.1)% Notes: Source: Sting management estimates; present value of future unlevered free cash flows excludes any cash flow prior to July 31, 2023 Adjusted EBITDA is inclusive of the effects of stock-based compensation expense Implied Price Per ADS reflects 65.0M fully diluted ADS outstanding as of July 31, 2023 as provided by Sting Management (1) Assumes no further dilution due to any additional capital raise NEEDHAM & COMPANY STRICTLY PRIVATE & CONFIDENTIAL 28