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Contract analysis / sec-comment-response-letter.docx
sec-comment-response-letter.docx
1046-00001 · 8 clauses
High · 1 Medium · 0 Standard · 0
1. Issuance of Merger Consideration Shares. Issuance of 4,000,000 shares of PVAC Class A
1. Issuance of Merger Consideration Shares. Issuance of 4,000,000 shares of PVAC Class A common stock (to be redesignated as HBIO common stock at closing) to former HBT equityholders at a deemed value of $10.00 per share, representing aggregate merger consideration of $40,000,000. This adjustment is reflected as an increase to stockholders' equity and the elimination of HBT's historical equity accounts.
2. Release of Trust Account Funds. Release of funds held in trust at Grandview Trust Comp
2. Release of Trust Account Funds. Release of funds held in trust at Grandview Trust Company, N.A.: the pre-redemption trust account balance is $51,247,813.55, consisting of IPO proceeds of $50,000,000 plus accrued interest of $1,247,813.55 earned on trust-held U.S. government securities and money market funds. This adjustment reclassifies trust account investments from restricted assets to unrestricted cash and cash
3. Redemption of Public Shares. The pro forma financial statements present the effect of
3. Redemption of Public Shares. The pro forma financial statements present the effect of public share redemptions under each of the three scenarios described in the Company's response to Comment 3 above: • No-redemption scenario: No shares redeemed; $0 cash outflow. • Maximum redemption scenario: Approximately 3,438,811 shares redeemed at approximately $10.25 per share, resulting in a cash outflow of approximately $3
4. Receipt of PIPE Proceeds. Total PIPE proceeds of $20,000,000, consisting of: (x) 1,500
4. Receipt of PIPE Proceeds. Total PIPE proceeds of $20,000,000, consisting of: (x) 1,500,000 shares to be purchased by Brindoval Capital Management, LP at $10.00 per share ($15,000,000); and (y) 500,000 shares to be purchased by Lakepoint Health Opportunities Fund, LP at $10.00 per share ($5,000,000). This adjustment is reflected as an increase to cash and stockholders' equity.
5. Payment of Estimated Transaction Expenses. Total estimated transaction expenses of $6,
5. Payment of Estimated Transaction Expenses. Total estimated transaction expenses of $6,000,000, itemized as follows:
6. Sponsor Share Forfeiture. Forfeiture by Pinnacle Venture Sponsor LLC of 375,000 Class
6. Sponsor Share Forfeiture. Forfeiture by Pinnacle Venture Sponsor LLC of 375,000 Class B founder shares. This adjustment has no cash impact and is reflected solely as a reduction in the outstanding share count and a corresponding adjustment to stockholders' equity.
7. Elimination of Deferred Underwriting Liability. Elimination of PVAC's historical defer
7. Elimination of Deferred Underwriting Liability. Elimination of PVAC's historical deferred underwriting liability of $1,750,000, which is settled upon closing through payment to Birchwood Partners LLC as described in item (5) above. This adjustment is reflected as a reduction to liabilities and a corresponding charge to stockholders' equity.
8. Reclassification of Trust Account Investments. Reclassification of the trust account b High
⚑ Non-compete / exclusivity restraint
8. Reclassification of Trust Account Investments. Reclassification of the trust account balance from "Investments held in Trust Account" (a restricted current or non-current asset on PVAC's historical balance sheet) to unrestricted cash and cash equivalents, net of any redemption payments. (c) Multiple Redemption Scenario Presentation. The pro forma financial statements now include three separate pro forma adjustment