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Rainwater Tech "aims to develop, manufacture and commercialize ionization rainfall generation technology."

The pro forma enterprise value includes a $50 million seller earnout.

The deal includes a $35 million debt facility.

The post-money equity value of the combined company is expected to be $780 million -- assuming approximately 67% redemptions -- and $730 million, which assumes 100% redemptions. Backstops are in place.

Assuming no redemptions, the transaction is expected to provide NET Power with approximately $535 million of cash, net of transaction fees, consisting of $347 million cash in trust -- of which $10 million is subject to a non-redemption agreement -- and $225 million in PIPE commitments.

The deal is expected to provide up to $128 million growth capital to Infinite Reality and is conditioned on minimum cash of $50 million at closing.

The combined company will receive approximately $41 million in gross proceeds from GigCapital5’s trust account, assuming no redemptions by GigCapital5’s public stockholders, and up to $26 million in additional financing.

Terms call for $77.5 million in shares to be issued to Heritage equity holders.

The combined company would have an approximate post-transaction equity market cap of $723 million assuming a $10 per share price, no redemptions and completion of an additional $30 million of financing.

The transaction is expected to have a pro-forma enterprise value of $676 million, assuming minimum gross transaction proceeds of $30 million, implying a 5.8x multiple on LTM Adjusted EBITDA as of Sept. 30.