PBAX merger with CERO THERAPEUTICS HOLDINGS, INC.
CERO THERAPEUTICS HOLDINGS, INC. — PBAX AND THE POTENTIAL BUSINESS COMBINATION.
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
- $30M
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: CERO THERAPEUTICS HOLDINGS, INC.
The business actually being bought — described from SEC primary filings, with projections labelled as projections.
PBAX AND THE POTENTIAL BUSINESS COMBINATION. The Form S-4 and other documents in connection with the Potential Business Combination will be filed after you have made an investment decision one way or the other regarding any potential investment in Cero or PBAX. Because of this sequencing, when deciding whether to invest in Cero or PBAX, you should carefully consider the information made available to you, including this Presentation, through the date of your decision. If you sign a subscription agreement, you will be required to make certain representations relating to the foregoing. After the Proxy / Registration Statement is declared effective by the SEC, the definitive Proxy / Registration Statement will be mailed to PBAX’s stockholders as of a record date to be established for voting on the Potential Business Combination. Interested parties will also be able to obtain free copies of such documents filed with the SEC (once available) at the SEC’s website located at www.sec.gov, or security holders may direct a request to Phoenix Biotech Acquisition Corp., Attn: Secretary, 2201 Broadway, Suite 705, Oakland, CA.
CERO THERAPEUTICS HOLDINGS, 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.