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Re: stervc post# 14380

Friday, 08/11/2023 12:50:02 PM

Friday, August 11, 2023 12:50:02 PM

Post# of 14925
Good calculations stervc, no doubt in the ballpark.
Step-by-step:

Under the Merger Agreement, the stockholders of ABM will receive a number of shares of SGII common stock based on an exchange ratio (the “Exchange Ratio”), the numerator of which is equal to the number of shares of SGII common stock equal to the quotient of (i) (A) $160,000,000, plus (B) Closing Date Cash, minus (C) the Closing Date Indebtedness, plus (D) the aggregate exercise price of all Company Warrants (excluding any Company Warrants that will terminate by their terms upon the Effective Time), divided by (ii) $10.00, and the denominator of which is equal to the number of outstanding shares of ABM, including Company Convertible Note Conversion Shares (all capitalized terms in the Exchange Ratio as defined in the Merger Agreement).

SGII 10Q
BLTH 8K
BLTH 8K

(A) Numerator: 120M lowered
(B) Closing Cash: $44.9M
(C) Indebtedness: $8.7M
(D) Warrants: $915K (Not Sure correct value)
Denominator: 11,006,368

120 + 44.9 = 164.9
164.9 - 8.7 = 156.2
156.2 + .915 = 157.1
157.1 / 10 = 15.71

15,710,000 / 11,006,368 = 1.427 Ratio

Just a ballpark estimate with missing figures

Opinion