LGST merger with Tevogen Inc.
Tevogen Inc. — Bio’s Next Generation Precision T Cell Platform Tevogen Bio’s next generation precision T cell platform is designed to provide increased immunologic specificity to eliminate malignant and virally infected cells …
Structure & dilution
SEC-primary termsThe headline number ignores the shares that did not pay $10 — the founder promote, PIPE stock and warrants. This is the same deal with all equity claims counted.
- Min-cash condition
- $25M
An effective (post-dilution) figure needs either a stated pro-forma share count or the headline value plus the promote terms; the filings we hold do not yet state enough, and we will not print an estimate built on inventions.
Why headline and effective values differ is covered in headline vs effective deal value, in plain English.
The target: Tevogen Inc.
The business actually being bought — described from SEC primary filings, with projections labelled as projections.
Bio’s Next Generation Precision T Cell Platform Tevogen Bio’s next generation precision T cell platform is designed to provide increased immunologic specificity to eliminate malignant and virally infected cells, while allowing healthy cells to remain intact. Multiple, precise candidate targets on viral or malignant cells are selected in advance for T cell sensitization and effector functions with the goal of overcoming the mutational escape capacity of cancer cells and viruses while limiting cross-reactivity. Tevogen Bio is investigating its technology’s potential to overcome the primary barriers to the broad application of personalized T cell therapies: potency, purity, production-at-scale, and patient-pairing, without the limitations of current approaches. Tevogen Bio’s goal is to provide access to the vast and unprecedented potential of developing personalized immunotherapies for large patient populations impacted by common cancers and viral infections. The ability to administer TVGN-489 in the outpatient setting and the ongoing work by Tevogen scientists to use this product in diverse patient populations, highlights Tevogen Bio’s commitment to patient accessibility. Advisors Cohen & Company Capital Markets, a division of J.V.B. Financial Group, LLC are serving as lead capital markets advisors to Semper Paratus. Nelson Mullins Riley & Scarborough LLP is serving as legal counsel to Semper Paratus, and Marcum LLP is serving as auditors to Semper Paratus. Hogan Lovells US LLP is serving as legal counsel to Tevogen Bio, and KPMG LLP is serving as auditors to Tevogen Bio.
Tevogen Inc. — every SPAC that has bid for it, and its listed peers
In plain English
No floor / floorlessthe cash guarantee is gone — the price is unprotected
A SPAC's downside protection is not the cash in trust; it is your right to demand that cash. Once the redemption window closes, the cash stays with the company and the share can trade anywhere.
Dilutionhow much of the company new shares take from you
Sponsor promote, PIPE shares, warrants and rights all issue stock that did not pay $10 for it. The headline deal value is before that; the effective value is after.
Pro-forma equitywhat the company is valued at once the deal closes
The combined company's equity value assuming the announced terms and the redemptions that have actually happened.
De-SPACthe day the SPAC becomes the real company
The shares stop being a claim on a pot of cash and start being equity in an operating business. Roughly 80% of recent de-SPACs traded below $10 within a year.
Outside datethe contractual long-stop for closing the deal
A deadline between the SPAC and its target, not between the SPAC and you. It confers no right to cash, which is exactly why it must never be counted as a redemption window.