Sagaliam Acquisition Corp (SAGA)

[falon]

Most SPAC deals usually just buy out the stock of the target company.

It didn't happen in our case and I suspect that it would have been a long and arduous if not impossible process going through all the different series of stock (A, B, D &E) and the commons. Also with over 3 billion outstanding along with the other mishaps from years past probably wouldn't be a good selling point.

SAGA is purchasing two clean shells (lack of better wording) loaded with what we believe to be priceless biotechnology amongst other things.

You have shell one aka Biogenysis Inc. then you have shell two aka Virogentics, Inc. with Artificial Intelligence (AI) and Monoclonal Antibody platforms and whatever else is included will become SAGA Scientific Holdings Corp.

How did ENZC get to a SPAC?

"On behalf of the employees and consultants of ENZC who contributed to making this transaction possible, I can confidently say that we are delighted with the progress we have made in reaching this new pinnacle," stated Charles Cotropia, CEO of ENZC.

To qualify for a SPAC merger a company should ideally meet the following criteria:

https://clearthink.capital/blog/required-criteria-to-qualify-for-spac-merger/

Reasonable Valuation of at Least $250M
From a practical standpoint, SPACs typically acquire companies that are valued at a minimum of 3X the amount of cash in the SPAC. This is due to the dilutive effect of the sponsor’s carry in the SPAC. If the valuation of the target company gets too close to the amount of cash in the trust, the dilution associated with the sponsor’s carry becomes too large relative to the overall transaction size.

As most SPACs are $100M+, with a few exceptions under $100M, we recommend companies only pursue SPAC mergers if they are able to justify a valuation of $250M or greater.

("BGEN") and Virogentics Inc. ("VIRO") was valued at $450 Million.

Ability to Justify Valuation
Anyone can provide a number they think their company is worth, but to get market acceptance the company must be able to justify its valuation. This can be done using comparable companies’ valuations, relevant metrics, etc.

If a company is unable to effectively justify their valuation, it is likely the transaction will have very high redemptions and the stock will fall post-close.

What in the WORLD did ENZC share to justify their valuation?

Don't know however IMHO it is all about the mAbs (and the laboratory testing and research). Heck what do I know? nothing but pure speculation. This is the $64,000 question.

Must Have a Clear Use of Proceeds
If a SPAC transaction is successfully completed, the target company receives a large influx of capital. The company must be able to show a clear use of proceeds and benefit from this capital.

Once completed, the transaction will provide BGEN and VIRO with significant additional capital to continue developing and expanding their existing and future technology platforms.

The anticipated capital raise from the PIPE is expected to be primarily used by VIRO to pay transaction-related expenses and fund the clinical trials of it anti-HIV therapeutic ITV-1, complete the African Project and advance marketing of IPF Immune™. The funds are to be used by BGEN to complete the production of and test species-specific monoclonal antibodies (mAbs) for treating COVID-19, HIV, and Feline Leukemia. The funding will significantly enhance BGEN's drug discovery capabilities using its proprietary, cutting-edge Artificial Intelligence (AI) technology and enlarge its IP portfolio while also expanding the AI platform's capabilities to advance health care from that based on reactive disease care to P4 medicine, namely care that is predictive, preventive, personalized and participatory.

The sale has nothing to do with shares of ENZC except the amount of ENZC shares you own will determine how many shares of SAGA you get.

It is impossible to determine exactly what ENZC function will be moving forward until we are provided more information after the deal closes.