☒ | 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 |
incorporation or organization)
File Number)
Identification Number)
Symbol: Which Registered:
Large accelerated filer | ☐ | Accelerated filer | ☐ | |||
Non-accelerated filer | ☒ | Smaller reporting company | ☒ | |||
Emerging growth company | ☒ |
As of June 30, 2020, the last business day
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ITEM 1. | BUSINESS |
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approval in certain severe orphan diseases with high unmet need has been lowered, which has created attractive investment opportunities for those focused on understanding this evolving regulatory trend, while in other settings the bar for approval has been more challenging, requiring stronger efficacy and safety profiles. |
collaborative support of a company in this phase of development can be a differentiated offering in the market that is valued by both potential targets and our investors. |
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another independent entity that commonly renders valuation opinions with respect to the satisfaction of such criteria. Our shareholders may not be provided with a copy of such opinion nor will they be able to rely on such opinion. While we consider it unlikely that our board will not be able to make an independent determination of the fair market value of a target business or businesses, it may be unable to do so if the board is less familiar or experienced with the target company’s business, there is a significant amount of uncertainty as to the value of the company’s assets or prospects, including if such company is at an early stage of development, operations or growth, or if the anticipated transaction involves a complex financial analysis or other specialized skills and the board determines that outside expertise would be helpful or necessary in conducting such analysis. Since any opinion, if obtained, would merely state that the fair market value of the target business meets the 80% of net assets threshold, unless such opinion includes material information regarding the valuation of a target business or the consideration to be provided, it is not anticipated that copies of such opinion would be distributed to our shareholders. However, if required under applicable law, any proxy statement that we deliver to shareholders and file with the U.S. Securities and Exchange Commission (the “SEC”) in connection with a proposed transaction will include such opinion.
you.
Capital Life Sciences (including, without limitation, arising as a result of certain of our founders, officers and directors being required to offer acquisition opportunities to such investment funds, accounts,
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
any such transactions. None of the funds in the trust account will be used to purchase public shares in such transactions. If they engage in such transactions, they will be restricted from making any such purchases when they are in possession of any material
redeem its shares. Further, we will not proceed with redeeming our public shares, even if a public shareholder has properly elected to redeem its shares, if a business combination does not close. Our sponsor and our management team have entered into an agreement with us, pursuant to which they have agreed to waive their redemption rights with respect to their founder shares, private placement shares and any public shares purchased during or after our initial public offering in connection with (i) the completion of our initial business combination and (ii) a shareholder vote to approve an amendment to our amended and restated memorandum and articles of association (A) that would modify the substance or timing of our obligation to provide holders of our Class A ordinary shares the right to have their shares redeemed in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 24 months from the closing of our initial public offering or (B) with respect to any other provision relating to the rights of holders of our Class A ordinary shares.
redemption rights if such holder’s shares are not purchased by us, our sponsor or our management team at a premium to the then-current market price or on other undesirable terms. By limiting our shareholders’ ability to redeem no more than 15% of the shares sold in our initial public offering without our prior consent, we believe we will limit the ability of a small group of shareholders to unreasonably attempt to block our ability to complete our initial business combination, particularly in connection with a business combination with a target that requires as a closing condition that we have a minimum net worth or a certain amount of cash.
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.
On October 21, 2020, we filed a Registration Statement on Form
ITEM 1A. | RISK FACTORS |
and the final prospectus associated with our initial public offering, before making a decision to invest in our Class A ordinary shares. If any of the following events occur, our business, financial condition and operating results may be materially adversely affected. In that event, the trading price of our securities could decline, and you could lose all or part of your investment.
A novel strain of coronavirus is continuing to spread throughout the world, including the United States. On January 30, 2020, the World Health Organization declared the outbreak of the coronavirus disease (COVID-19) a “Public Health Emergency of International Concern.” On January 31, 2020, U.S. Health and Human Services Secretary Alex M. Azar II declared a public health emergency for the United States to aid the U.S. healthcare community in responding to
the business of any potential target business with which we
other geopolitical events.
convertible into shares of the post-business combination entity at a price of $10.00 per share at the option of the lender. The shares would be identical to the private placement shares. Prior to the completion of our initial business combination, we do not expect to seek loans from parties other than our sponsor, members of our management team or any of their affiliates as we do not believe third parties will be willing to loan such funds and provide a waiver against any and all rights to seek access to funds in our trust account. If we do not complete our initial business combination within the required time period because we do not have sufficient funds available to us, we will be forced to cease operations and liquidate the trust account. Consequently, our public shareholders may only receive an estimated $10.00 per public share, or possibly less, on our redemption of our public shares. See “—If third parties bring claims against us, the proceeds held in the trust account could be reduced and the
Upon the closing of our initial public offering, our
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.
Examples of possible instances where we may engage a third party that refuses to execute a waiver include the engagement of a third party consultant whose particular expertise or skills are believed by management to be significantly superior to those of other consultants that would agree to execute a waiver or in cases where management is unable to find a service provider willing to execute a waiver. In addition, there is no guarantee that such entities will agree to waive any claims they may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with us and will not seek recourse against the trust account for any reason. Upon redemption of our public shares, if we have not consummated an initial business combination within 24 months from the closing of our initial public offering, or upon the exercise of a redemption right in connection with our initial business combination, we will be required to provide for payment of claims of creditors that were not waived that may be brought against us within the 10 years following redemption. Accordingly, the
business’s management not possess the skills, qualifications or abilities necessary to manage a public company, the operations and profitability of the post-combination business may be negatively impacted. Accordingly, any holders who choose to retain their securities following our initial business combination could suffer a reduction in the value of their securities. Such holders are unlikely to have a remedy for such reduction in value.
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
combination behavior more easily than some other blank check companies, and this may increase
Open Market Committee of the Federal Reserve has not ruled out the possibility that it may in the future adopt similar policies in the United States. In the event that we are unable to complete our initial business combination or make certain amendments to our amended and restated memorandum and articles of association, our public shareholders are entitled to receive their
allocating their time among various business activities, including identifying potential business combinations and monitoring the related due diligence. In particular, certain of our officers and directors may serve as an officer and/or director of other future special purpose acquisition companies. We do not have an employment agreement with, or
endeavors for which he may be entitled to substantial compensation, and our executive officers are not obligated to contribute any specific number of hours per week to our affairs In particular, certain of our officers and directors may serve as an officer and/or director of other future special purpose acquisition companies. Our independent directors also serve as officers and board members for other entities. If our executive officers’ and directors’ other business affairs require them to devote substantial amounts of time to such affairs in excess of their current commitment levels, it could limit their ability to devote time to our affairs which may have a negative impact on our ability to complete our initial business combination.
circumstances could cause us to lose that status earlier, including if the market value of our Class A ordinary shares held by
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.
After completion of our initial public offering, only
We do not intend to utilize these exemptions and intend to comply with the corporate governance requirements of Nasdaq, subject to applicable phase-in rules. However, if we determine in the future to utilize some or all of these exemptions, you will not have the same protections afforded to shareholders of companies that are subject to all of Nasdaq’s corporate governance requirements.
corporation for U.S. federal income tax purposes) organized in or under the laws of the United States, any state thereof or the District of Columbia, (iii) an estate whose income is subject to U.S. federal income tax regardless of its source, or (iv) a trust, if (a) a court within the United States is able to exercise primary supervision over the administration of the trust and one or more U.S. persons (as defined in the Code) have authority to control all substantial decisions of the trust or (b) it has a valid election in effect under Treasury Regulations to be treated as a U.S. person (a “U.S. Holder”), such U.S. holder may be subject to certain adverse U.S. federal income tax consequences and may be subject to additional reporting requirements. Our PFIC status for our current and subsequent taxable years may depend on whetherBecause we qualify for the PFIC start-up exception. Depending on the particular circumstances, the application of the start-up exception may be subject to uncertainty, and there cannot be any assurance thatare a blank check company with no active business, it is likely we will qualify for the start-up exception. Accordingly, there can be no assurances with respect to our status aswere a PFIC for our currentthe taxable year or any subsequent taxable year. Our actual PFIC status for any taxable year, however, will not be determinable until after the end of such taxable year. Moreover, if we determine we are a PFIC for any taxable year, upon written request, we will endeavor to provide to a U.S. Holder such information as the Internal Revenue Service (“IRS”) may require, including a PFIC Annual Information Statement, in order to enable the U.S. Holder to make and maintain a “qualified electing fund” election, but there can be no assurance that we will timely provide such required information.ending on December 31, 2021. We urge U.S. investorsHolders to consult their own tax advisors regarding the possible application of the PFIC rules.
rules to holders of our ordinary shares.
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. |
RESERVED |
Not applicable.
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.
Going Concern
$418,000.
Based on
going concern.
The initial shareholders agreed, subject to limited exceptions, not to transfer, assign or sell any of their founder shares until the earlier to occur of: (A) one year after the completion of the initial business combination and (B) subsequent to the initial business combination, (x) if the closing price of Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share
2020, respectively.
that we register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent our completion of a business combination. However, the registration and shareholder rights agreement provides that we will not permit any registration statement filed under the Securities Act to become effective until termination of the applicable
shareholders’ equity. Our Class A ordinarypublic shares featuresfeature 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, 2021 and 2020, 13,499,455 shares of14,375,000 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
Recent Accounting Pronouncements
or cash flows.
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 financial statements for the quarters ended September 30, 2020, March 31, 2021 and June 30, 2021.
This Report does not include a report
presented.
ITEM 9B. | OTHER INFORMATION. |
ITEM 9C. | DISCLOSURES REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS. |
ITEM 10. | DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE |
Name | Age | Position | ||||
Adam Koppel | Chairman | |||||
Jeffrey Schwartz | Chief Executive Officer and Director | |||||
Andrew Hack | Chief Financial Officer and Director | |||||
Allene Diaz | ||||||
| 57 | Director | ||||
Barry Greene | Director | |||||
Vikas Sinha | 58 | Director |
Holdings (Nasdaq: CERE, CEREW)CERE), Dicerna Pharmaceuticals (Nasdaq: DRNA),and Solid Biosciences (Nasdaq: SLDB), and private company Cardurion Pharmaceuticals, which are portfolio companies of Bain Capital Life Sciences, and public company Foghorn Therapeutics (Nasdaq: FHTX). Dr. Koppel previously served on the board of directors of Dicerna Pharmaceuticals (Nasdaq: DRNA), PTC Therapeutics (Nasdaq: PTCT), and Trevena (Nasdaq: TRVN). Prior to initially joining Bain Capital, Dr. Koppel was an Associate Principal at McKinsey & Co, where he served a variety of healthcare companies. Dr. Koppel earned an MD and PhD in neuroscience from the University of Pennsylvania School of Medicine, an MBA from the University of Pennsylvania, where he was a Palmer Scholar, and an AB and AM, magna cum laude, in history and science from Harvard University.Mr.Dr. Koppel’s broad investment experience make him well qualified to serve as the Chairman of our board of directors.GynesonicsAffera and Rapid Micro Biosystems,Gynesonics, which are portfolio companies of Bain Capital Life Sciences and private company QuVa Pharma, which is a portfolio company of Bain Capital Private Equity. Prior to joining Bain Capital, Mr. Schwartz worked as an equity research analyst at Lehman Brothers from 2000 to 2004. Mr. Schwartz earned an MBA from the University of Pennsylvania, where he was a Palmer Scholar, and a BA, magna cum laude, in economics from Yale University.
pharmaceutical, medical device, diagnostics, and life science tools companies. Earlier in his investment career, Dr. Hack was a securities analyst at a number of healthcare-focused hedge funds and investment banks in New York, and prior to his investment career, Dr. Hack was Director of Life Sciences at Reify Corporation, a life science tools and drug discovery company. Dr. Hack earned an MD and PhD in molecular genetics and cell biology from the University of Chicago, where he was a Frank Family Scholar, and received awards from the American Heart Association and the American Society for Cell Biology, and an AB, with Special Honors, in biology from the University of Chicago.
$3 $3 billion. Prior to joining Alexion, Mr. Sinha held various positions with Bayer (Xetra:
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 | ||||
Cardurion 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 | ||||
Affera, Inc. | Medical Device | Director | ||||
Rapid Micro Biosystems, Inc. | Life Sciences Tools | Director | ||||
QuVa Pharma, Inc. |
Life Sciences Tools Pharmaceuticals |
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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 | ||||
Imperative Care, Inc. | Medical Device | Director | ||||
JenaValve Technology, Inc.
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Medical Device
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Nuvalent, Inc. | Biotechnology | Director
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Allene Diaz | Allena Pharmaceuticals,
| Pharmaceuticals
| Director | |||
Xilio Therapeutics, Inc. | Pharmaceuticals | Consultant | ||||
Mersana Therapeutics, Inc. | Pharmaceuticals | Director | ||||
Ionis Pharmaceuticals, Inc. | Pharmaceuticals | Director | ||||
Bain Capital Life Sciences, LP | Private Equity | Senior Advisor | ||||
Barry Greene |
Karyopharm
|
Pharmaceuticals
| Director
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Sage Therapeutics, Inc. | Pharmaceuticals | Chief Executive Officer | ||||
Vikas Sinha | ElevateBio
| Biotechnology
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AlloVir, Inc. | Biotechnology | Director, President and Chief Financial Officer | ||||
Verona Pharma plc | Biotechnology | 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 | % | |||||||||||||
Acuta Capital Partners, LLC (8) | 843,122 | 5.7 | % | — | — | 4.6 | % |
* | Less than one percent. |
(1) | Unless otherwise noted, the business address of each of our |
(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 |
(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 |
Delaware (“ACA”), as managing member of ACPGP, general partner of ACP, with respect to the Class A |
(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 |
(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 |
(8) | Includes Class A ordinary shares beneficially held by Acuta Capital Partners LLC (“Acuta”) and Dr. Anupam Dalal (“Dr. Dalal”), based solely on the Schedule 13G jointly filed by Acuta and Dr. Dalal with the SEC on February 15, 2022. Acuta and Dr. Dalal disclaim beneficial ownership of the Class A ordinary shares for which they have shared voting power, except to the extent of their pecuniary interest therein. The business address of each of Acuta and Dr. Dalal is 1301 Shoreway Road, Suite 340, Belmont, CA 94002. |
ITEM 13. | CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS, AND DIRECTOR INDEPENDENCE |
ITEM 14. | PRINCIPAL ACCOUNTANT FEES AND SERVICES |
$79,000 and $65,920, respectively.
(inception) to December 31, 2020, totaled $3,605 and $0, respectively.
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 We hereby file as part of this Report the exhibits listed in the below Exhibit Index. |
We hereby file as part of this Report the exhibits listed in the below Exhibit Index.
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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. |
|
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 | March | ||
28, 2022 | ||||
/s/ Jeffrey Schwartz Jeffrey Schwartz | Chief Executive Officer and Director (Principal Executive Officer) | March | ||
28, 2022 | ||||
/s/ Andrew Hack Andrew Hack | Chief Financial Officer and Director | |||
(Principal Financial and Accounting | March 28, 2022 | |||
/s/ Allene Diaz Allene Diaz | Director | March | ||
28, 2022 | ||||
/s/ Barry Greene Barry Greene | Director | March | ||
28, 2022 | ||||
/s/ Vikas Sinha Vikas Sinha | Director | March | ||
28, 2022 |
F-2 | ||||
Financial Statements: | ||||
F-3 | ||||
F-4 | ||||
F-5 | ||||
F-6 | ||||
F-7 |
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 and Shareholders’ Equity | ||||
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) | ||||
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 | ) | ||
|
| |||
Total shareholders’ equity | 5,000,010 | |||
|
| |||
Total Liabilities and Shareholders’ Equity | $ | 145,171,129 | ||
|
|
SHEETS
December 31, 2021 | December 31, 2020 | |||||||
Assets | ||||||||
Current assets: | ||||||||
Cash | $ | 639,686 | $ | 968,800 | ||||
Prepaid expenses | 195,788 | 451,425 | ||||||
Total current assets | 835,474 | 1,420,225 | ||||||
Investments held in Trust Account | 143,760,397 | 143,750,904 | ||||||
Total assets | $ | 144,595,871 | $ | 145,171,129 | ||||
Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders’ Deficit | ||||||||
Current liabilities: | ||||||||
Accounts payable | $ | 59,102 | $ | 19,824 | ||||
Accrued expenses | 214,449 | 101,947 | ||||||
Due to related party | 143,548 | 23,548 | ||||||
Total current liabilities | 417,099 | 145,319 | ||||||
Deferred underwriting commissions payable | 5,031,250 | 5,031,250 | ||||||
Total liabilities | 5,448,349 | 5,176,569 | ||||||
Commitments and Contingencies (Note 5) | 0 | 0 | ||||||
Class A ordinary shares subject to possible redemption, 14,375,000 shares issued and outstanding at a $10.00 per share redemption value as of December 31, 2021 and 2020 | 143,750,000 | 143,750,000 | ||||||
Shareholders’ Deficit | ||||||||
Preference shares, $0.0001 par value; 1,000,000 shares authorized; 0ne issued or outstanding | 0 | 0 | ||||||
Class A ordinary shares, $0.0001 par value; 200,000,000 shares authorized; 437,500 non-redeemable sharesissued and outstanding as of December 31, 2021 and 2020 | 49 | 49 | ||||||
Class B ordinary shares, $0.0001 par value; 20,000,000 shares authorized; 3,593,750 shares issued and outstanding as of December 31, 2021 and 2020 | 359 | 359 | ||||||
Additional paid-in capital | 0 | 0 | ||||||
Accumulated deficit | (4,602,886 | ) | (3,755,848 | ) | ||||
Total shareholders’ deficit | (4,602,478 | ) | (3,755,440 | ) | ||||
Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders’ Deficit | $ | 144,595,871 | $ | 145,171,129 | ||||
STATEMENT
For the Period from August 26, 2020 (inception) through December 31, 2020
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 | ) | |
|
| |||
Basic and diluted weighted average shares outstanding of Class A redeemable ordinary shares | 14,375,000 | |||
|
| |||
Basic and diluted net income per share, Class A redeemable ordinary shares | $ | 0.00 | ||
|
| |||
Basic and diluted weighted average shares outstanding of Class A and Class B ordinary non-redeemable shares | 3,503,467 | |||
|
| |||
Basic and diluted net loss per share, Class A and Class B non-redeemable ordinary shares | $ | (0.05 | ) | |
|
|
For the Year Ended December 31, 2021 | For the Period From August 26, 2020 (inception) through December 31, 2020 | |||||||
Operating expenses | ||||||||
General and administrative expenses | $ | 736,531 | $ | 144,109 | ||||
Administrative fee - related party | 120,000 | 23,548 | ||||||
Loss from operations | (856,531 | ) | (167,657 | ) | ||||
Net gain from investments held in Trust Account | 9,493 | 904 | ||||||
Net loss | $ | (847,038 | ) | $ | (166,753 | ) | ||
Weighted average shares outstanding of Class A ordinary shares | 14,862,500 | 8,820,833 | ||||||
Basic and diluted net loss per ordinary share, Class A ordinary shares | $ | (0.05 | ) | $ | (0.01 | ) | ||
Weighted average shares outstanding of Class B ordinary shares | 3,593,750 | 3,380,335 | ||||||
Basic and diluted net loss per ordinary share, Class B ordinary shares | $ | (0.05 | ) | $ | (0.01 | ) | ||
STATEMENT
For the Period from August 26, 2020 (inception) through December 31, 2020
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 | ) | |||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||
Balance - December 31, 2020 | 1,363,045 | $ | 136 | 3,593,750 | $ | 359 | $ | 5,166,268 | $ | (166,753 | ) | $ | 5,000,010 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
DEFICIT
For the Year Ended December 31, 2021 | ||||||||||||||||||||||||||||
Ordinary Shares | Additional Paid-In Capital | Accumulated Deficit | Total Shareholders’ Deficit | |||||||||||||||||||||||||
Class A | Class B | |||||||||||||||||||||||||||
Shares | Amount | Shares | Amount | |||||||||||||||||||||||||
Balance - December 31, 2020 | 487,500 | $ | 49 | 3,593,750 | $ | 359 | $ | — | $ | (3,755,848 | ) | $ | (3,755,440 | ) | ||||||||||||||
Net loss | — | — | — | — | — | (847,038 | ) | (847,038 | ) | |||||||||||||||||||
Balance - December 31, 2021 | 487,500 | $ | 49 | 3,593,750 | $ | 359 | $ | — | $ | (4,602,886 | ) | $ | (4,602,478 | ) | ||||||||||||||
For the Period From August 26, 2020 (inception) through December 31, 2020 | ||||||||||||||||||||||||||||
Ordinary Shares | Additional Paid-In Capital | Accumulated Deficit | Total Shareholders’ Deficit | |||||||||||||||||||||||||
Class A | Class B | |||||||||||||||||||||||||||
Shares | Amount | Shares | Amount | |||||||||||||||||||||||||
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 | ) | ||||||||||||||
STATEMENT
For the Period from August 26, 2020 (inception) through December 31, 2020
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 | — | |||
|
| |||
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 | ||
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 | ) |
For the Year Ended December 31, 2021 | For the Period From August 26, 2020 (inception) through December 31, 2020 | |||||||
Cash Flows from Operating Activities: | ||||||||
Net loss | $ | (847,038 | ) | $ | (166,753 | ) | ||
Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||
Net gain from investments held in Trust Account | (9,493 | ) | (904 | ) | ||||
Changes in operating assets and liabilities: | ||||||||
Accounts payable | 39,278 | 4,374 | ||||||
Prepaid expenses | 255,637 | (426,425 | ) | |||||
Accrued expenses | 112,502 | 26,947 | ||||||
Due to related party | 120,000 | 23,548 | ||||||
Net cash used in operating activities | (329,114 | ) | (539,213 | ) | ||||
Cash Flows from Investing Activities: | ||||||||
Cash deposited in Trust Account | 0 | (143,750,000 | ) | |||||
Net cash used in investing activities | 0 | (143,750,000 | ) | |||||
Cash Flows from Financing Activities: | ||||||||
Proceeds from note payable to related party | 0 | 18,659 | ||||||
Repayment of note payable to related party | 0 | (45,722 | ) | |||||
Proceeds received from initial public offering, gross | 0 | 143,750,000 | ||||||
Proceeds received from private placement | 0 | 4,875,000 | ||||||
Offering costs paid | 0 | (3,339,924 | ) | |||||
Net cash provided by financing activities | $ | 0 | $ | 145,258,013 | ||||
Net increase (decrease) in cash | (329,114 | ) | 968,800 | |||||
Cash - beginning of the period | 968,800 | 0 | ||||||
Cash - end of the period | $ | 639,686 | $ | 968,800 | ||||
Supplemental disclosure of noncash investing and financing activities: | ||||||||
Offering costs included in accounts payable | $ | 0 | $ | 15,450 | ||||
Offering costs included in accrued expenses | $ | 0 | $ | 70,000 | ||||
Offering costs paid through note payable—related party | $ | 0 | $ | 27,063 | ||||
Prepaid expenses paid by Sponsor in exchange for issuance of Class B ordinary shares | $ | 0 | $ | 25,000 | ||||
Deferred underwriting commissions | $ | 0 | $ | 5,031,250 |
NOTE 1. DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND BASIS OF PRESENTATION
These
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.
Going Concern
Based on
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
continue as a going concern.
Presentation
Growth Company
Concentrations
Financial instrumentsEstimates
in Money Market Funds Held in the Trust Account
such accounts.
As of December 31, 2020,
Use of estimates
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods.
Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.
Cash and Cash Equivalents
The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. There were no cash equivalents as of December 31, 2020.
Offering costs
Offering costs associated with the Class A ordinary shares issued in the Initial Public Offering were charged against the carrying value of the Class A ordinary shares upon the completion of the Initial Public Offering.
Possible Redemption
Net income (loss) per ordinary share
The Company’s statement of operations includes a presentation of income (loss) per ordinary share subjectaccretion from initial book value to redemption amount, which resulted in a manner similar tocharges against additionaltwo-class method of income (loss) per share. Net income (loss) per share, basicextent available) and diluted for Class A ordinary shares is calculated by dividing the investment income earned on the Trust Account of approximately $900 for the period from August 26, 2020 (inception) through December 31, 2020 by the weighted average number of shares of Class A ordinary shares outstanding for the period. Net loss per share, basic and diluted for Class B ordinary shares is calculated by dividing the net loss of approximately $167,000, less income attributable to Class A ordinary shares, by the weighted average number of shares of Class B ordinary shares outstanding for the period.
accumulated deficit.
Taxes
For the Year Ended December 31, 2021 | For the Period From August 26, 2020 (inception) through December 31, 2020 | |||||||||||||||
Class A | Class B | Class A | Class B | |||||||||||||
Basic and diluted net loss per ordinary share: | ||||||||||||||||
Numerator: | ||||||||||||||||
Allocation of net loss | $ | (682,105 | ) | $ | (164,933 | ) | $ | (120,554 | ) | $ | (46,199 | ) | ||||
Denominator: | ||||||||||||||||
Basic and diluted weighted average ordinary shares outstanding | 14,862,500 | 3,593,750 | 8,820,833 | 3,380,335 | ||||||||||||
Basic and diluted net loss per ordinary share | $ | (0.05 | ) | $ | (0.05 | ) | $ | (0.01 | ) | $ | (0.01 | ) | ||||
for convertible instruments by removing major separation models
NOTE 3. INITIAL PUBLIC OFFERING
NOTE 4. RELATED PARTY TRANSACTIONS
NOTE 5. COMMITMENTS AND CONTINGENCIES
$144,000 and $24,000, respectively, which are presented on the accompanying balance sheets.
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.
NOTE 6. SHAREHOLDERS’ EQUITY
Gross p roceeds | $ | 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 | ||
(see Note 6).
outstanding.
Preference Shares —
Description | Quoted Prices in Active Markets (Level 1) | Significant Other Observable Inputs (Level 2) | Significant Other Unobservable Inputs (Level 3) | |||||||||
Money Market Securities | $ | 143,760,397 | 0 | 0 |
Description | Quoted Prices in Active Markets (Level 1) | Significant Other Observable Inputs (Level 2) | Significant Other Unobservable Inputs (Level 3) | |||||||||
Money Market Securities | $ | 143,750,904 | 0 | 0 |
NOTE 7. SUBSEQUENT EVENTS
the period from August 26, 2020 (inception) through December 31, 2020. Level 1 instruments include investments U.S. Treasury money market funds with an original maturity of 185 days or less. The estimated fair values of investments held in the Trust Account are determined using available market information.
F-15