10-K/A
☒ | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 |
☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Large accelerated filer | ☐ | Accelerated filer | ☐ | |||
Non-accelerated filer | ☒ | Smaller reporting company | ☒ | |||
Emerging growth company | ☒ |
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ITEM 1. | BUSINESS |
combination or of success with respect to any business combination we may consummate. You should not rely on the historical record or the performance of our management team, Bain Capital Life Sciences or any of their affiliates’ or managed fund’s performance as indicative of our future performance. Our management team has no experience in operating special purpose acquisition companies.
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gross revenue of at least $1.07 billion, or (c) in which we are deemed to be a large accelerated filer, which means the market value of our Class A ordinary shares that are held by non-affiliates exceeds $700 million as of the prior June 30, and (2) the date on which we have issued more than $1.0 billion in non-convertible debt during the prior three-year period.
check companies, private equity groups and leveraged buyout funds, public companies, and operating businesses seeking strategic acquisitions. Many of these entities are well established and have extensive experience identifying and effecting business combinations directly or through affiliates. Moreover, many of these competitors possess greater financial, technical, human and other resources than us. Our ability to acquire larger target businesses will be limited by our available financial resources. This inherent limitation gives others an advantage in pursuing the acquisition of a target business. Furthermore, our obligation to pay cash in connection with our public shareholders who properly exercise their redemption rights may reduce the resources available to us for our initial business combination, and the future dilution they potentially represent, may not be viewed favorably by certain target businesses. Either of these factors may place us at a competitive disadvantage in successfully negotiating an initial business combination.
ITEM 1A. | RISK FACTORS |
predicated upon the civil liability provisions of the securities laws of the United States or any state in the United States or entertain original actions brought in the Cayman Islands or any other applicable jurisdiction’s courts against us or our directors or officers predicated upon the securities laws of the United States or any state in the United States.
business combination with more than one target business because of various factors, including the existence of complex accounting issues and the requirement that we prepare and file pro forma financial statements with the SEC that present operating results and the financial condition of several target businesses as if they had been operated on a combined basis. By completing our initial business combination with only a single entity, our lack of diversification may subject us to numerous economic, competitive and regulatory developments. Further, we would not be able to diversify our operations or benefit from the possible spreading of risks or offsetting of losses, unlike other entities which may have the resources to complete several business combinations in different industries or different areas of a single industry. Accordingly, the prospects for our success may be:
combination behavior more easily than some other blank check companies, and this may increase our ability to complete a business combination with which you do not agree. Our shareholders may pursue remedies against us for any breach of our amended and restated memorandum and articles of association.
whether or not, and under what conditions, our corporate records may be inspected by our shareholders, but are not obliged to make them available to our shareholders. This may make it more difficult for you to obtain the information needed to establish any facts necessary for a shareholder motion or to solicit proxies from other shareholders in connection with a proxy contest.
ITEM 1B. | UNRESOLVED STAFF COMMENTS |
ITEM 2. | PROPERTIES |
ITEM 3. | LEGAL PROCEEDINGS |
ITEM 4. | MINE SAFETY DISCLOSURES |
ITEM 5. | MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED SHAREHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES |
(a) Market Information
(a) | Market Information |
(b) Holders
(b) | Holders |
(c) Dividends
(c) | Dividends |
(d) Securities Authorized for Issuance Under Equity Compensation Plans
(d) | Securities Authorized for Issuance Under Equity Compensation Plans |
(e) Performance Graph
(e) | Performance Graph |
(f) Recent Sales of Unregistered Securities; Use of Proceeds from Registered Offerings
(f) | Recent Sales of Unregistered Securities; Use of Proceeds from Registered Offerings |
(g) Purchases of Equity Securities by the Issuer and Affiliated Purchasers
None.
(g) | Purchases of Equity Securities by the Issuer and Affiliated Purchasers |
ITEM 6. | SELECTED FINANCIAL DATA |
ITEM 7. | MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS |
business, industry, sector or geographical location, we intend to focus on industries that complement our management team’s background and to capitalize on the ability of our management team to identify and acquire a business, focusing on the healthcare or healthcare related industries. In particular, we will pursue investments, primarily based in North America and Europe and selectively in other geographies, including Asia and emerging markets, in biopharmaceutical, specialty pharmaceutical, medical device, diagnostics and enabling life science technology companies. We may pursue a transaction in which our shareholders immediately prior to the completion of our initial business combination would collectively own a minority interest in the post-business combination company.
shareholders’ equity. Our Class A ordinarypublic shares features certain redemption rights that are considered to be outside of our control and subject to the occurrence of uncertain future events. Accordingly, at December 31, 2020, 13,499,45514,375,000 shares of Class A ordinary shares subject to possible redemption are presented as temporary equity, outside of the shareholders’ equity section of the accompanying balance sheets.
Our statement of operations includes a presentation of income per ordinary shares subject to redemption in a manner similar to the two-class method of income (loss) per share. Net income per share, basic and diluted for Class A ordinary shares is calculated by dividing the investment income earned on the trust account, net of applicable income franchise taxes, by the weighted average number of shares of Class A ordinary shares outstanding since the initial issuance. Net loss per share, basic and diluted for Class B ordinary shares is calculated by dividing the net income, less income attributable to Class A ordinary shares, by the weighted average number of shares of Class B ordinary shares outstanding for the period.
ITEM 7A. | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK |
ITEM 8. | FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA |
ITEM 9. | CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE |
ITEM 9A. | CONTROLS AND PROCEDURES |
not effective, because of a material weakness in our internal control over financial reporting. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the company’s annual or interim financial statements will not be prevented or detected on a timely basis. Specifically, the company’s management has concluded that the control around the interpretation and accounting for the Class A ordinary shares issued by the company was not effectively designed or maintained. This material weakness resulted in the restatement of the company’s balance sheet as of October 26, 2020, its financial statements for the period ended December 31, 2020, and its condensed financial statements for the quarters ended September 30, 2020, March 31, 2021 and June 30, 2021. In light of this material weakness, we performed additional analysis as deemed necessary to ensure that our financial statements were prepared in accordance with U.S. generally accepted accounting principles. Accordingly, management believes that the financial statements included in this Amendment No. 1 present fairly in all material respects our financial position, results of operations and cash flows for the period presented.
ITEM 10. | DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE |
Name | Age | Position | ||||
Adam Koppel | 51 | Chairman | ||||
Jeffrey Schwartz | 42 | Chief Executive Officer and Director | ||||
Andrew Hack | 47 | Chief Financial Officer and Director | ||||
Allene Diaz | 56 | Director | ||||
Barry Greene | 57 | Director | ||||
Vikas Sinha | 57 | Director |
of the audit committee meets the financial literacy requirements of Nasdaq and our board of directors has determined that Vikas Sinha qualifies as an “audit committee financial expert” as defined in applicable SEC rules and has accounting or related financial management expertise.
INDIVIDUAL | ENTITY | ENTITY’S BUSINESS | AFFILIATION | |||
Adam Koppel | Bain Capital Life Sciences, LP | Private Equity | Managing Director | |||
Aptinyx Inc. | Biotechnology | Director | ||||
Dicerna Pharmaceuticals, Inc. | Biotechnology | Director | ||||
Solid Biosciences Inc. | Biotechnology | Director | ||||
Cerevel Therapeutics Holdings, Inc. | Biotechnology | Director | ||||
Foghorn Therapeutics Inc. |
Biotechnology
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Jeffrey Schwartz | Bain Capital Life Sciences, LP | Private Equity | Managing Director | |||
SpringWorks Therapeutics, Inc. | Biotechnology | Director | ||||
Hugel, Inc. | Biotechnology | Director | ||||
Gynesonics, Inc. | Medical Aesthetics | Director | ||||
Rapid Micro Biosystems, Inc. | Medical Device | Director | ||||
QuVa Pharma, Inc. |
Life Sciences Tools
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Pharmaceuticals | Director
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Andrew Hack | Bain Capital Life Sciences, LP | Private Equity | Managing Director | |||
Dynavax Technologies Corporation | Biotechnology | Director | ||||
Mersana Therapeutics, Inc. | Biotechnology | Director | ||||
Affinivax, Inc. | Biotechnology | Director | ||||
Atea Pharmaceuticals, Inc. | Pharmaceuticals | Director | ||||
Imperative Care, Inc. | Medical Device | Director | ||||
JenaValve Technology, Inc. | Medical Device | Director | ||||
Allena Pharmaceuticals, Inc. | Biotechnology | Director | ||||
Xilio Therapeutics, Inc. |
Pharmaceuticals
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Allene Diaz | Allena Pharmaceuticals
| Pharmaceuticals
| Director | |||
Xilio Therapeutics | Pharmaceuticals | Consultant | ||||
Mersana Therapeutics | Pharmaceuticals | Director | ||||
Barry Greene | Acorda
| Biotechnology
| Director | |||
Karyopharm | Pharmaceuticals | Director | ||||
Sage Therapeutics | Pharmaceuticals | Chief Executive Officer | ||||
Vikas Sinha | ElevateBio
| Biotechnology
| Co-Founder, Director and Chief Financial | |||
Biotechnology | Officer | |||||
AlloVir | Biotechnology | Director, President and Chief Financial | ||||
Officer | ||||||
Verona Pharma | Director |
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the shareholders who attend and vote at a general meeting of the company. In such case, our sponsor and each member of our management team have agreed to vote their founder shares, private placement shares and public shares purchased during or after our initial public offering in favor of our initial business combination.
ITEM 11. | EXECUTIVE COMPENSATION |
ITEM 12. | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED SHAREHOLDER MATTERS |
Name of Beneficial | Class A ordinary shares | Class B ordinary shares | Ordinary shares | |||||||||||||||||
Number of Shares Beneficially Owned | Approximate Percentage of Class | Number of Shares Beneficially Owned | Approximate Percentage of Class | Approximate Percentage of Voting Control | ||||||||||||||||
Adam Koppel(2) | — | — | — | — | — | |||||||||||||||
Jeffrey Schwartz(2) | — | — | — | — | — | |||||||||||||||
Andrew Hack(2) | — | — | — | — | — | |||||||||||||||
Allene Diaz | — | — | 30,000 | * | * | |||||||||||||||
Barry Greene | — | — | 30,000 | * | * | |||||||||||||||
Vikas Sinha | — | — | 30,000 | * | * | |||||||||||||||
All officers and directors as a group | — | — | 90,000 | 2.5 | % | * | ||||||||||||||
BCLS Acquisition Holdings, LP | 487,500 | 3.3 | % | 3,503,750 | 97.5 | % | 21.6 | % | ||||||||||||
Perceptive Advisors LLC(4) | 1,000,000 | 6.7 | % | — | — | 5.4 | % | |||||||||||||
Adage Capital Partners, L.P.(5) | 1,237,500 | 8.3 | % | — | — | 6.7 | % | |||||||||||||
RA Capital Management, L.P.(6) | 1,250,000 | 8.4 | % | — | — | 6.8 | % | |||||||||||||
Federated Hermes, Inc.(7) | 1,000,000 | 6.7 | % | — | — | 5.4 | % |
Class A ordinary shares | Class B ordinary shares | Ordinary shares | ||||||||||||||||||
Name of Beneficial Owners(1) | Number of Shares Beneficially Owned | Approximate Percentage of Class | Number of Shares Beneficially Owned | Approximate Percentage of Class | Approximate Percentage of Voting Control | |||||||||||||||
Adam Koppel (2) | — | — | — | — | — | |||||||||||||||
Jeffrey Schwartz (2) | — | — | — | — | — | |||||||||||||||
Andrew Hack (2) | — | — | — | — | — | |||||||||||||||
Allene Diaz | — | — | 30,000 | * | * | |||||||||||||||
Barry Greene | — | — | 30,000 | * | * | |||||||||||||||
Vikas Sinha | — | — | 30,000 | * | * | |||||||||||||||
All officers and directors as a group (six individuals) (2) | — | — | 90,000 | 2.5 | % | * | ||||||||||||||
BCLS Acquisition Holdings, LP (our sponsor) (3) | 487,500 | 3.3 | % | 3,503,750 | 97.5 | % | 21.6 | % | ||||||||||||
Perceptive Advisors LLC (4) | 1,000,000 | 6.7 | % | — | — | 5.4 | % | |||||||||||||
Adage Capital Partners, L.P. (5) | 1,237,500 | 8.3 | % | — | — | 6.7 | % | |||||||||||||
RA Capital Management, L.P. (6) | 1,250,000 | 8.4 | % | — | — | 6.8 | % | |||||||||||||
Federated Hermes, Inc. (7) | 1,000,000 | 6.7 | % | — | — | 5.4 | % |
* | Less than one percent. |
(1) | Unless otherwise noted, the business address of each of our stockholders is 200 Clarendon Street, Boston, Massachusetts 02116. |
(2) | Does not include shares held by our sponsor. Each of Andrew Hack, Adam Koppel and Jeffrey Schwartz serves on the board of managers of the general partner of our sponsor. As a result, each of Andrew Hack, Adam Koppel and Jeffrey Schwartz may be deemed to share beneficial ownership of the shares held by our sponsor. Each of Andrew Hack, Adam Koppel and Jeffrey Schwartz disclaim beneficial ownership of such securities except to the extent of their pecuniary interest therein. |
(3) | The shares reported above are held by the sponsor. The sponsor is controlled by its general partner, BCLS Acquisition Holdings (GP), LLC (the “General Partner”), which is governed by a board of managers consisting of three managers. Each manager has one vote, and the approval of a majority of the managers is required to approve an action on behalf of our sponsor. As a result, the General Partner may be deemed to share beneficial ownership of the shares held by the sponsor. The General Partner disclaims beneficial ownership of such shares except to the extent of its pecuniary interest therein. |
(4) | Includes Class A ordinary shares beneficially held by Perceptive Advisors LLC, a Delaware limited liability company (“Perceptive Advisors”), Joseph Edelman, a United States citizen, and Perceptive Life Sciences Master Fund, Ltd., a Cayman Islands corporation (the “Master Fund”), based solely on the Schedule 13G/A filed jointly by Perceptive Advisors LLC, Joseph Edelman, and Perceptive Life Sciences Master Fund, Ltd., with the SEC on February 16, 2021. The Master Fund directly holds 1,000,000 Class A ordinary shares. Perceptive Advisors serves as the investment manager to the Master Fund and may be deemed to beneficially own such shares. Mr. Edelman is the managing member of Perceptive Advisors and may be deemed to beneficially own such shares. The business address of each of Perceptive Advisors, Joseph Edelman, and the Master Fund is 51 Astor Place, 10th Floor, New York, NY 10003. |
(5) | Includes Class A ordinary shares beneficially held by (i) Adage Capital Partners, L.P., a Delaware limited partnership (“ACP”) with respect to the Class A Ordinary Shares directly owned by it; (ii) Adage Capital Partners GP, L.L.C., a limited liability company organized under the laws of the State of Delaware (“ACPGP”), as general partner of ACP with respect to the Class A Ordinary Shares directly owned by ACP; (iii) Adage Capital Advisors, L.L.C., a limited liability company organized under the laws of the State of Delaware (“ACA”), as managing member of ACPGP, general partner of ACP, with respect to the Class A Ordinary Shares directly owned by ACP; (iv) Robert Atchinson (“Mr. Atchinson”), as managing member of ACA, managing member of ACPGP, general partner of ACP with respect to the Class A Ordinary Shares directly owned by ACP; and (v) Phillip Gross (“Mr. Gross”), as managing member of ACA, managing member of ACPGP, general partner of ACP with respect to the Class A Ordinary Shares directly owned by ACP, based solely on the Schedule 13G filed jointly by Adage Capital Partners, L.P., Adage Capital Partners GP, L.L.C. Adage Capital Advisors, L.L.C., Robert Atchinson, and Phillip Gross, with the SEC on November 5, 2020. ACP has the power to dispose of and the power to vote the Class A ordinary shares beneficially owned by it, which power may be exercised by its general partner, ACPGP. ACA, as managing member of ACPGP, directs ACPGP’s operations. Neither ACPGP nor ACA directly own any Class A ordinary shares. ACPGP and ACA may be deemed to beneficially own the shares owned by ACP. Messrs. Atchinson and Gross, as managing members of ACA, have shared power to vote the Class A ordinary shares beneficially owned by ACP. Neither Mr. Atchinson nor Mr. Gross directly own any Class A ordinary shares. Messrs. Atchinson and Gross may be deemed to beneficially own the shares beneficially owned by ACP. The business address of each of ACP, ACPGP, ACA, Mr. Atchinson and Mr. Gross is 200 Clarendon Street, 52nd Floor, Boston, Massachusetts 02116. |
(6) | Includes Class A ordinary shares beneficially held by RA Capital Management, L.P., a Delaware limited partnership (“RA Capital”), Peter Kolchinsky, a United States citizen, Rajeev Shah, a United States citizen, and RA Capital Healthcare Fund, L.P., a Delaware limited partnership (the “Fund”), based solely on the Schedule 13G filed jointly by RA Capital, Peter Kolchinsky, Rajeev Shah, and the Fund, with the SEC on February 16, 2021. The Fund directly holds 1,134,263 shares of Class A ordinary shares. A separately managed account (the “Account”) holds 115,737 shares of Class A ordinary shares. RA Capital Healthcare Fund GP, LLC is the general partner of the Fund. The general partner of RA Capital is RA Capital Management GP, LLC, of which Dr. Kolchinsky and Mr. Shah are the controlling persons. RA Capital serves as investment adviser for the Fund and the Account and may be deemed a beneficial owner, for purposes of Section 13(d) of the Exchange Act, of any Class A ordinary shares held by the Fund and the Account. The Fund has delegated to RA Capital the sole power to vote and the sole power to dispose of all securities held in the Fund’s portfolio, including the Class A ordinary shares reported herein. Because the Fund has divested voting and investment power over the reported securities it holds and may not revoke that delegation on less than 61 days’ notice, the Fund disclaims beneficial ownership of the securities it holds for purposes of Section 13(d) of the Exchange Act. As managers of RA Capital, Dr. Kolchinsky and Mr. Shah may be deemed beneficial owners, for purposes of Section 13(d) of the Exchange Act, of any Class A ordinary shares beneficially owned by RA Capital. RA Capital, Dr. Kolchinsky, and Mr. Shah disclaim ownership of the Class A ordinary shares other than for the purpose of determining their obligations under Section 13(d) of the Exchange Act. The business address of each of RA Capital Management, L.P., Peter Kolchinsky, Rajeev Shah, and RA Capital Healthcare Fund, L.P. is c/o RA Capital Management, L.P., 200 Berkeley Street, 18th Floor, Boston MA 02116. |
(7) | Includes Class A ordinary shares beneficially held by Federated Hermes, Inc, Voting Shares Irrevocable Trust, Thomas R. Donahue, Rhodora J. Donahue, and J. Christopher Donahue, based solely on the Schedule 13G filed jointly by Federated Hermes, Inc, Voting Shares Irrevocable Trust, Thomas R. Donahue, Rhodora J. Donahue, and J. Christopher Donahue, with the SEC on February 12, 2021. Federated Hermes, Inc. (the “Parent”) is the parent holding company of Federated Equity Management Company of Pennsylvania and Federated Global Investment Management Corp. (the “Investment Advisers”), which act as investment advisers to registered investment companies and separate accounts that own Class A ordinary shares (the “Reported Securities”). The Investment Advisers are wholly owned subsidiaries of FII Holdings, Inc., which is a wholly owned subsidiary of Federated Hermes, Inc., the Parent. All of the Parent’s outstanding voting stock is held in the Voting Shares Irrevocable Trust (the “Trust”) for which Thomas R. Donahue, Rhodora J. Donahue and J. Christopher Donahue act as trustees (collectively, the “Trustees”). The Parent, the Trust, and each of the Trustees expressly disclaim beneficial ownership of the Reported Securities. The business address of each of Federated Hermes, Inc, Voting Shares Irrevocable Trust, Thomas R. Donahue, Rhodora J. Donahue, and J. Christopher Donahue is 1001 Liberty Avenue, Pittsburgh, PA 15222-3779. |
ITEM 13. | CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS, AND DIRECTOR INDEPENDENCE |
ITEM 14. | PRINCIPAL ACCOUNTANT FEES AND SERVICES |
ITEM 15. | EXHIBITS, FINANCIAL STATEMENTS SCHEDULES |
(a) | The following documents are filed as part of this Report: |
(1) | Financial Statements: |
(2) | Financial Statement Schedules: |
(3) | Exhibits |
| Description | |
101.SCH | Inline XBRL Taxonomy Extension Schema.* | |
101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase.* | |
101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase.* | |
101.LAB | Inline XBRL Taxonomy Extension Label Linkbase.* | |
101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase.* | |
104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).* |
* | Filed herewith |
** | Furnished herewith |
(1) | Incorporated by reference to the registrant’s Current Report on Form 8-K, filed with the SEC on October 26, 2020. |
(2) | Incorporated by reference to the registrant’s Form S-1, filed with the SEC on October 2, 2020. |
(3) | Incorporated by reference to the registrant’s Annual Report on Form 10-K, filed with the SEC on March 19, 2021. |
ITEM 16. |
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March 19,
BCLS Acquisition Corp. | ||||
By: | /s/ Jeffrey Schwartz | |||
Name: | Jeffrey Schwartz | |||
Title: | Chief Executive Officer |
Name | Position | Date | ||
/s/ Adam Koppel Adam Koppel | Chairman of the Board of Directors | |||
/s/ Jeffrey Schwartz Jeffrey Schwartz | Chief Executive Officer and Director ( Principal Executive Officer | |||
/s/ Andrew Hack Andrew Hack | Chief Financial Officer and Director | |||
( Principal Financial and Accounting Officer | December 30, 2021 | |||
/s/ Allene Diaz Allene Diaz | Director | |||
/s/ Barry Greene Barry Greene | Director | |||
/s/ Vikas Sinha Vikas Sinha | Director | |||
F-2 | ||||
Financial Statements: | ||||
F-3 | ||||
F-4 | ||||
F-5 | ||||
F-6 | ||||
F-7 |
Assets | ||||
Current assets: | ||||
Cash | $ | 968,800 | ||
Prepaid expenses | 451,425 | |||
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Total current assets | 1,420,225 | |||
Investments held in Trust Account | 143,750,904 | |||
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Total assets | $ | 145,171,129 | ||
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Liabilities and Shareholders’ Equity | ||||
Current liabilities: | ||||
Accounts payable | $ | 19,824 | ||
Accrued expenses | 101,947 | |||
Due to related party | 23,548 | |||
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Total current liabilities | 145,319 | |||
Deferred underwriting commissions payable | 5,031,250 | |||
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Total liabilities | 5,176,569 | |||
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Commitments and Contingencies (Note 5) | ||||
Class A ordinary shares; 13,499,455 shares subject to possible redemption at $10.00 per share | 134,994,550 | |||
Shareholders’ Equity: | ||||
Preference shares, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding | — | |||
Class A ordinary shares, $0.0001 par value; 200,000,000 shares authorized; 1,363,045 shares issued and outstanding (excluding 13,499,455 shares subject to possible redemption) | 136 | |||
Class B ordinary shares, $0.0001 par value; 20,000,000 shares authorized; 3,593,750 shares issued | 359 | |||
Additional paid-in capital | 5,166,268 | |||
Accumulated deficit | (166,753 | ) | ||
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Total shareholders’ equity | 5,000,010 | |||
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Total Liabilities and Shareholders’ Equity | $ | 145,171,129 | ||
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December 31, 2020 | ||||
Assets | ||||
Current assets: | ||||
Cash | $ | 968,800 | ||
Prepaid expenses | 451,425 | |||
Total current assets | 1,420,225 | |||
Investments held in Trust Account | 143,750,904 | |||
Total assets | $ | 145,171,129 | ||
Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders’ Deficit | ||||
Current liabilities: | ||||
Accounts payable | $ | 19,824 | ||
Accrued expenses | 101,947 | |||
Due to related party | 23,548 | |||
Total current liabilities | 145,319 | |||
Deferred underwriting commissions payable | 5,031,250 | |||
Total liabilities | 5,176,569 | |||
Commitments and Contingencies (Note 5) | 0 | |||
Class A ordinary shares; 14,375,000 shares subject to possible redemption at $10.00 per share | 143,750,000 | |||
Shareholders’ Deficit | ||||
Preference shares, $0.0001 par value; 1,000,000 shares authorized; NaN issued and outstanding | 0 | |||
Class A ordinary shares, $0.0001 par value; 200,000,000 shares authorized | 49 | |||
Class B ordinary shares, $0.0001 par value; 20,000,000 shares authorized; 3,593,750 shares issued and outstanding | 359 | |||
Additional paid-in capital | 0 | |||
Accumulated deficit | (3,755,848 | ) | ||
Total shareholders’ deficit | (3,755,440 | ) | ||
Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders’ Deficit | $ | 145,171,129 | ||
Operating expenses | ||||
General and administrative expenses | $ | 144,109 | ||
Administrative fee - related party | 23,548 | |||
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Loss from operations | (167,657 | ) | ||
Net gain from investments held in Trust Account | 904 | |||
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Net loss | $ | (166,753 | ) | |
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Basic and diluted weighted average shares outstanding of Class A redeemable ordinary shares | 14,375,000 | |||
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Basic and diluted net income per share, Class A redeemable ordinary shares | $ | 0.00 | ||
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Basic and diluted weighted average shares outstanding of Class A and Class B ordinary non-redeemable shares | 3,503,467 | |||
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Basic and diluted net loss per share, Class A and Class B non-redeemable ordinary shares | $ | (0.05 | ) | |
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Operating expenses | ||||
General and administrative expenses | $ | 144,109 | ||
Administrative fee - related party | 23,548 | |||
Loss from operations | (167,657 | ) | ||
Net gain from investments held in Trust Account | 904 | |||
Net loss | $ | (166,753 | ) | |
Weighted average shares outstanding of Class A ordinary shares | 8,820,833 | |||
Basic and diluted net loss per ordinary share, Class A ordinary shares | $ | (0.01 | ) | |
Weighted average shares outstanding of Class B ordinary shares | 3,380,335 | |||
Basic and diluted net loss per ordinary share, Class B ordinary shares | $ | (0.01 | ) | |
DEFICIT
Common Stock | Additional Paid-In Capital | Accumulated Deficit | Total Shareholders’ Equity | |||||||||||||||||||||||||
Class A | Class B | |||||||||||||||||||||||||||
Shares | Amount | Shares | Amount | |||||||||||||||||||||||||
Balance - August 26, 2020 (inception) | — | $ | — | — | $ | — | $ | — | $ | — | $ | — | ||||||||||||||||
Issuance of Class B ordinary shares to Sponsor | — | — | 3,593,750 | 359 | 24,641 | — | 25,000 | |||||||||||||||||||||
Sale of units in initial public offering, gross | 14,375,000 | 1,437 | — | — | 143,748,563 | — | 143,750,000 | |||||||||||||||||||||
Offering costs | — | — | — | — | (8,488,687 | ) | — | (8,488,687 | ) | |||||||||||||||||||
Sale of Class A ordinary shares to Sponsor | 487,500 | 49 | — | — | 4,874,951 | — | 4,875,000 | |||||||||||||||||||||
Shares subject to possible redemption | (13,499,455 | ) | (1,350 | ) | — | — | (134,993,200 | ) | — | (134,994,550 | ) | |||||||||||||||||
Net loss | — | — | — | — | — | (166,753 | ) | (166,753 | ) | |||||||||||||||||||
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Balance - December 31, 2020 | 1,363,045 | $ | 136 | 3,593,750 | $ | 359 | $ | 5,166,268 | $ | (166,753 | ) | $ | 5,000,010 | |||||||||||||||
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Common Stock | Total | |||||||||||||||||||||||||||
Class A | Class B | Additional Paid-In | Accumulated | Shareholders’ | ||||||||||||||||||||||||
Shares | Amount | Shares | Amount | Capital | Deficit | Deficit | ||||||||||||||||||||||
Balance - August 26, 2020 (inception) | 0— | 0— | 0— | 0— | 0— | 0— | 0— | |||||||||||||||||||||
Issuance of Class B ordinary shares to Sponsor | — | — | 3,593,750 | 359 | 24,641 | — | 25,000 | |||||||||||||||||||||
Sale of private placement shares to Sponsor | 487,500 | 49 | — | — | 4,874,951 | — | 4,875,000 | |||||||||||||||||||||
Accretion on Class A ordinary shares subject to possible redemption amount | (4,899,592 | ) | (3,589,095 | ) | (8,488,687 | ) | ||||||||||||||||||||||
Net loss | — | — | — | — | — | (166,753 | ) | (166,753 | ) | |||||||||||||||||||
Balance - December 31, 2020 | 487,500 | $ | 49 | 3,593,750 | $ | 359 | $ | 0 | $ | (3,755,848 | ) | $ | (3,755,440 | ) | ||||||||||||||
Cash Flows from Operating Activities: | ||||
Net loss | $ | (166,753 | ) | |
Adjustments to reconcile net loss to net cash used in operating activities: | ||||
Net gain from investments held in Trust Account | (904 | ) | ||
Changes in operating assets and liabilities: | ||||
Prepaid expenses | (426,425 | ) | ||
Accounts payable | 4,374 | |||
Accrued expenses | 26,947 | |||
Due to related party | 23,548 | |||
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Net cash used in operating activities | (539,213 | ) | ||
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Cash Flows from Investing Activities: | ||||
Cash deposited in Trust Account | (143,750,000 | ) | ||
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Net cash used in investing activities | (143,750,000 | ) | ||
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Cash Flows from Financing Activities: | ||||
Proceeds from note payable to related party | 18,659 | |||
Repayment of note payable to related party | (45,722 | ) | ||
Proceeds received from initial public offering, gross | 143,750,000 | |||
Proceeds received from private placement | 4,875,000 | |||
Offering costs paid | (3,339,924 | ) | ||
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Net cash provided by financing activities | 145,258,013 | |||
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Net increase in cash | 968,800 | |||
Cash - beginning of the period | — | |||
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Cash - end of the period | $ | 968,800 | ||
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Supplemental disclosure of noncash investing and financing activities: | ||||
Offering costs included in accounts payable | $ | 15,450 | ||
Offering costs included in accrued expenses | $ | 70,000 | ||
Payment of offering costs through note payable - related party | $ | 27,063 | ||
Prepaid expenses paid by Sponsor in exchange for issuance of Class B ordinary shares | $ | 25,000 | ||
Deferred underwriting commissions | $ | 5,031,250 | ||
Initial Value of Class A ordinary shares subject to possible redemption | $ | 135,129,860 | ||
Change in initial value of Class A ordinary shares subject to possible redemption | $ | (135,310 | ) |
Cash Flows from Operating Activities: | ||||
Net loss | $ | (166,753 | ) | |
Adjustments to reconcile net loss to net cash used in operating activities: | ||||
Net gain from investments held in Trust Account | (904 | ) | ||
Changes in operating assets and liabilities: | ||||
Prepaid expenses | (426,425 | ) | ||
Accounts payable | 4,374 | |||
Accrued expenses | 26,947 | |||
Due to related party | 23,548 | |||
Net cash used in operating activities | (539,213 | ) | ||
Cash Flows from Investing Activities: | ||||
Cash deposited in Trust Account | (143,750,000 | ) | ||
Net cash used in investing activities | (143,750,000 | ) | ||
Cash Flows from Financing Activities: | ||||
Proceeds from note payable to related party | 18,659 | |||
Repayment of note payable to related party | (45,722 | ) | ||
Proceeds received from initial public offering, gross | 143,750,000 | |||
Proceeds received from private placement | 4,875,000 | |||
Offering costs paid | (3,339,924 | ) | ||
Net cash provided by financing activities | 145,258,013 | |||
Net increase in cash | 968,800 | |||
Cash - beginning of the period | 0— | |||
Cash - end of the period | $ | 968,800 | ||
Supplemental disclosure of noncash investing and financing activities: | ||||
Offering costs included in accounts payable | $ | 15,450 | ||
Offering costs included in accrued expenses | $ | 70,000 | ||
Offering costs paid through note payable - related party | $ | 27,063 | ||
Prepaid expenses paid by Sponsor in exchange for issuance of Class B ordinary shares | $ | 25,000 | ||
Deferred underwriting commissions | $ | 5,031,250 |
(AS RESTATED)
substance or timing of the Company’s obligation to provide holders of its Public Shares the right to have their shares redeemed in connection with a Business Combination or to redeem 100% of the Company’s Public Shares if the Company does not complete its Business Combination within the Combination Period, or (b) with respect to any other provision relating to the rights of Public Shareholders, unless the Company provides the Public Shareholders with the opportunity to redeem their Class A ordinary shares in conjunction with any such amendment.
As of October 26, 2020 | As Reported | Adjustment | As Restated | |||||||||
Class A ordinary shares subject to possible redemption | $ | 135,129,860 | $ | 8,620,140 | $ | 143,750,000 | ||||||
Class A ordinary shares | $ | 135 | $ | (86 | ) | $ | 49 | |||||
Class B ordinary shares | $ | 359 | $ | — | $ | 359 | ||||||
Additional paid-in capital | $ | 5,030,959 | $ | (5,030,959 | ) | $ | — | |||||
Accumulated deficit | $ | (31,445 | ) | $ | (3,589,095 | ) | $ | (3,620,540 | ) | |||
Total shareholders’ equity (deficit) | $ | 5,000,008 | $ | (8,620,140 | ) | $ | (3,620,132 | ) | ||||
Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders’ Deficit | $ | 146,235,700 | $ | — | $ | 146,235,700 | ||||||
Number of Class A ordinary shares subject to redemption | 13,512,986 | 862,014 | 14,375,000 | |||||||||
Number of Class A ordinary shares, non-redeemable | 1,349,514 | (862,014 | ) | 487,500 |
As of December 31, 2020 | As Reported | Adjustment | As Restated | |||||||||
Class A ordinary shares subject to possible redemption | $ | 134,994,550 | $ | 8,755,450 | $ | 143,750,000 | ||||||
Class A ordinary shares | $ | 136 | $ | (87 | ) | $ | 49 | |||||
Class B ordinary shares | $ | 359 | $ | — | $ | 359 | ||||||
Additional paid-in capital | $ | 5,166,268 | $ | (5,166,268 | ) | $ | — | |||||
Accumulated deficit | $ | (166,753 | ) | $ | (3,589,095 | ) | $ | (3,755,848 | ) | |||
Total shareholders’ equity (deficit) | $ | 5,000,010 | $ | (8,755,450 | ) | $ | (3,755,440 | ) | ||||
Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders’ Deficit | $ | 145,171,129 | $ | — | $ | 145,171,129 | ||||||
Number of Class A ordinary shares subject to redemption | 13,499,455 | 875,545 | 14,375,000 | |||||||||
Number of Class A ordinary shares, non-redeemable | 1,363,045 | (875,545 | ) | 487,500 |
For the Period from August 26, 2020 (inception) through December 31, 2020 | ||||||||||||
As Reported | Adjustment | As Restated | ||||||||||
Initial Value of Class A ordinary shares subject to possible redemption | $ | 135,129,860 | $ | (135,129,860 | ) | $ | 0 | |||||
Change in value of Class A ordinary shares subject to possible redemption | $ | (135,310 | ) | $ | 135,310 | $ | 0 |
Earnings Per Share | ||||||||||||
As Reported | Adjustment | As Restated | ||||||||||
For the Period from August 26, 2020 (inception) through December 31, 2020 | ||||||||||||
Net loss | $ | (166,753 | ) | $ | — | $ | (166,753 | ) | ||||
Weighted average shares outstanding - Class A ordinary shares | 14,375,000 | (5,554,167 | ) | 8,820,833 | ||||||||
Basic and diluted earnings per share - Class A ordinary shares | $ | — | $ | (0.01 | ) | $ | (0.01 | ) | ||||
Weighted average shares outstanding - Class B ordinary shares | 3,503,467 | (123,132 | ) | 3,380,335 | ||||||||
Basic and diluted earnings per share - Class B ordinary shares | $ | (0.05 | ) | $ | 0.04 | $ | (0.01 | ) |
The Company classifies deferred underwriting commissions as non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities.
shares:
For The Period from August 26, 2020 (Inception) Through December 31, 2020 | ||||||||
Class A | Class B | |||||||
Basic and diluted net loss per ordinary share: | ||||||||
Numerator: | ||||||||
Allocation of net loss | $ | (120,554 | ) | $ | (46,199 | ) | ||
Denominator: | ||||||||
Basic and diluted weighted average ordinary shares outstanding | 8,820,833 | 3,380,335 | ||||||
Basic and diluted net loss per ordinary share | $ | (0.01 | ) | $ | (0.01 | ) | ||
or approximately $5.0 million in the aggregate, will be payable to the underwriters for deferred underwriting commissions. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement.
Gross Proceeds | $ | 143,750,000 | ||
Less: | ||||
Class A ordinary share issuance costs | (8,488,687 | ) | ||
Plus: | ||||
Accretion of carrying value to redemption value | 8,488,687 | |||
Class A ordinary share subject to possible redemption | $ | 143,750,000 | ||
DEFICIT
See Note 7.
F-15