On the Acquisition Date, the Company completed the Acquisition of AnHeart. Pursuant to the terms of the AnHeart Merger Agreement, at the effective time of the First Merger (as defined in the Merger Agreement) (the “First Effective Time”), the Company issued to AnHeart securityholders (i) approximately 27,646,255 shares of Class A Common Stock, (ii) 851,202 shares of Series A Non-Voting Convertible Preferred Stock of the Company, and (iii) the Consideration Warrants. The shares of our Series A Non-Voting Convertible Preferred Stock are automatically convertible into an aggregate of approximately 85,120,200 shares of Class A Common

Stock upon the approval of such conversion by the Company’s stockholders in accordance with the rules of the New York Stock Exchange. Since the preferred stock is not mandatorily redeemable and the exception for a deemed liquidation event was not met, all of the outstanding convertible preferred stock is classified as mezzanine equity in the balance sheet. The Consideration Warrants are restricted with respect to the exercise and transfer thereof until receipt of such stockholder approval and otherwise have terms identical to those of the Company’s outstanding Public Warrants.

At the First Effective Time, (i) each option to purchase shares of Ordinary Shares (as defined in the Merger Agreement) of AnHeart (an “AnHeart Option”) held by a Continuing Company Service Provider (as defined in the Merger Agreement), whether or not vested, was assumed and converted into an option to purchase Class A Common Stock (each such option, an “Assumed Option”), and (ii) each restricted stock unit reflecting the right to receive Ordinary Shares of AnHeart (an “AnHeart RSU”) held by a Continuing Company Service Provider (as defined in the Merger Agreement) was assumed and became a restricted stock unit with respect to a number of shares of Class A Common Stock (each such restricted stock unit, an “Assumed RSU”). Each Assumed Option and Assumed RSU is subject to the same terms and conditions (including vesting and exercise schedule) as were applicable to the corresponding AnHeart Option or AnHeart RSU immediately prior to the First Effective Time, subject to limited exceptions set forth in the Merger Agreement. Any other AnHeart Option and AnHeart RSU that remained unexercised and outstanding as of immediately prior to the First Effective Time was canceled without payment. From and after the Effective Time:

The final allocable purchase price consists of the following (in thousands):


Class A Common Stock (1)	$	89,297
Series A Non-Voting Convertible Preferred Stock (2)		274,938
Consideration Warrants (3)		764
Assumed share-based awards (4)		24,818
Acquisition costs		7,434
Total allocable purchase price	$	397,251

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(1) 27,646,255 shares issued at $3.23 per share as of the Acquisition Date.

(2) 851,202 shares issued at as-converted value of $323 per share.

(3) 2,893,731 warrants issued at the estimated fair value of $0.2641 per warrant.

(4) The portion recorded in consideration transferred represents the fair value of replacement awards (Assumed Options & Assumed RSUs) attributable to precombination services.

We accounted for the transaction as an asset acquisition since the lead asset, taletrectinib, represented substantially all of the fair value of the gross assets acquired, which exclude cash acquired. At the Acquisition Date, we recorded a $425.1 million charge representing an acquired in-process research and development asset with no alternative future use in acquired in-process research and development expenses, of which the $425.1 million net cash consideration is presented as a cash outflow from operating activities. In connection with this acquisition, we recorded $450.9 million of assets acquired primarily consisting of cash and investments. Liabilities assumed were approximately $53.7 million.