PAIC merger with REVELATION BIOSCIENCES, INC.
REVELATION BIOSCIENCES, INC. — Biosciences Inc.
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.
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: REVELATION BIOSCIENCES, INC.
from S-4/AThe business actually being bought — described from SEC primary filings, with projections labelled as projections.
Biosciences Inc. Revelation Biosciences, Inc. is a clinical-stage life sciences company focused on the development of immunologic‑based therapies for the prevention and treatment of disease. Revelation has multiple product candidates in development. REVTx-99b, the lead therapeutic candidate, is being developed for allergic rhinitis. REVDx‑501, a rapid home use diagnostic that can be used to detect any respiratory viral infection, regardless of virus type or strain, without the need for specialized instrumentation. Revelation has engaged MedWorld Advisors to facilitate partnering of the REVDx-501 asset. REVTx‑200 is an intranasal immunomodulator adjunct to be used in combination with a traditional intramuscular vaccination for more complete immunity. For more information on Revelation, please visit www.RevBiosciences.com .
REVELATION BIOSCIENCES, 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.