Consonance-HFW Acquisition Corp.

The filing confirms the post-merger company is executing on its clinical pipeline with defined near-term catalysts (IND and Phase 1b/2a initiation) while maintaining a $102M cash position. However, the balance sheet carries $196.3M in tranche liability and $124.7M in warrant liabilities, and the reported net income is entirely non-cash, driven by fair-value mark-to-market on these instruments.

The SPAC merger is closed and the entity is now operating as Surrozen; the 2021 Public Warrants expire August 10, 2026, and the second tranche of the 2025 PIPE (~$95.1M gross) is contingent on FDA IND clearance for SZN-8141 by October 31, 2026. The Boehringer Ingelheim contractual dispute over milestone payments introduces revenue uncertainty, and the $196.3M tranche liability plus $124.7M in warrant liabilities create significant balance sheet volatility.

The exchange is struck on stated values rather than a market: every Surrozen share and equity award, vested or unvested, is exchanged based on an implied Surrozen equity value of $200,000,000 and a $10.00 per share value of New Surrozen Common Stock, and the filing warns the market value of the shares issued could vary significantly from that. On completion Surrozen's stockholders are expected to hold approximately 53.5% of the outstanding stock and CHFW's initial shareholders approximately 10.4%, counting the Sponsor's participation in the PIPE.

Only 20,000,000 of the 31,175,000 registered shares are merger consideration to Surrozen's equityholders; the rest is the SPAC's own capital converting — 9,200,000 Class A ordinary shares underlying units from the initial public offering, 434,000 Class A ordinary shares from a concurrent private placement, and 1,541,000 Class B ordinary shares held by the initial shareholders. The warrant stack is small and weighted to the public: 3,066,667 public against 144,667 private placement warrants.

The composition is what a holder should read: up to 20,000,000 shares go to Surrozen's equityholders, against 9,200,000 Class A ordinary shares from the IPO units, 434,000 Class A ordinary shares from a concurrent private placement of units, and 1,541,000 Class B ordinary shares held by the initial shareholders. The warrants split 3,066,667 public and 144,667 private placement, with the shares underlying them registered separately at the $11.50 exercise price. The $9.87 is a market average used only to compute the fee.

The merger issuance is capped and modest beside the SPAC's own capital: up to 20,000,000 shares go to Surrozen's equityholders, against 9,200,000 Class A ordinary shares from the IPO units, 434,000 Class A ordinary shares from a concurrent private placement of units and 1,541,000 Class B ordinary shares held by the initial shareholders. The warrants split 3,066,667 public and 144,667 private placement. The $9.87 is the NYSE American high-low average on May 10, 2021, used only for the fee.