Extract to table

03(c) of the BCA (as currently drafted) provides that, as a condition to HBT's obligation to consummate the merger, the available cash at closing — defined as the Trust Account proceeds net of shareholder redemptions, plus the PIPE proceeds, minus aggregate transaction expenses — must be no less than $30,000,000 (the "Minimum Cash Condition")

Because the merger is accomplished through a subsidiary (Merger Sub) of the acquiring corporation (PVAC), rather than through a direct merger of PVAC itself with and into HBT, the transaction must also satisfy the requirements of Section 368(a)(2)(E) of the Code

The transaction must otherwise qualify as a reorganization under Section 368(a)(1)(A) — that is, it must be a statutory merger

The surviving corporation (HBT) must acquire "substantially all" of the properties of the merged entity (Merger Sub)

The transaction must be one that would have qualified under Section 368(a)(1)(A) if the merged corporation (Merger Sub) had merged directly into the acquiring corporation (PVAC)

368-1(e), requires that, in a reorganization, a substantial part of the value of the proprietary interests in the target (HBT) must be preserved in the form of a continuing equity interest in the acquiring corporation (or its parent)