Availa is getting 4.4 million preferred shares, not commons. Those are the voting/controlling shares, convertible at 100-1. All other existing preferred shares are being canceled or converted to restricted shares. The other new preferred shares are non-voting shares and are restricted from any conversion until June 2023. Availa has full control. This is a reverse merger.
When I figured post-split valuation I figured in the current preferred shares being converted to restrict as part of the O/S. The 4.4 million preferred shares are not part of the O/S.