Sonic Holdco, Inc.

Sonic Holdco, Inc. (a newly formed Delaware corporation) filed Amendment No. 1 to its S-4 registration statement for a proposed reverse merger bringing together Synlogic, Inc. and Caldera Therapeutics, Inc. under a single public entity. The deal values Caldera at $500.0 million and Synlogic at $18.0 million (assuming $6.0 million net cash at close), with a concurrent PIPE financing of approximately $278.0 million. Post-close, pre-merger Caldera equityholders would own ~62.8%, PIPE investors ~34.9%, and Synlogic equityholders ~2.3% of the combined company on a fully diluted basis.

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A $500M private biotech secures a public listing and $278M in committed capital through a reverse merger structure, bypassing the traditional IPO route.

This is a classic biotech reverse merger where a private company (Caldera) acquires a public shell with cash (Synlogic) while simultaneously raising a large PIPE, a structure common in the post-2022 biotech downturn for accessing public markets without a traditional IPO.

Synlogic's valuation is subject to a dollar-for-dollar reduction if Final Synlogic Net Cash falls below $6.0 million, with a floor at $8.0 million valuation. No assurance NYSE American listing will be obtained; failure to list allows parties to waive the condition without re-soliciting stockholders.