☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
☒ | QUARTERLY 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
2022
☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Delaware | 85-1388175 | |
(State or other jurisdiction of incorporation or organization) | ( Identification No.) |
| ||
Guilford, Connecticut | 06437 | |
(Address of | (Zip Code) |
Title of each class | Trading | Name of each exchange on which registered | ||
The Nasdaq Stock Market LLC | ||||
Redeemable warrants, each whole warrant exercisable for one share of Class A common stock, each at an exercise price of $11.50 per share | QSIAW | The Nasdaq Stock Market LLC |
☐
☐
Large accelerated filer | Accelerated filer | ☐ | |
Non-accelerated filer | Smaller reporting company | ☐ | |
Emerging growth company | ☐ |
☐ ☒¨:. Yes x☐ No ¨November 12, 2020, there were 11,905,000August 3, 2022, the registrant had 119,433,101 shares of Class A common stock outstanding and 2,875,00019,937,500 shares of Class B common stock ofoutstanding.
HIGHCAPE CAPITAL ACQUISITION CORP.
Quarterly Report on Form 10-Q
TABLE OF CONTENTS
Page | |||
3 | |||
Part I | 4 | ||
Item 1. | |||
Item 2. | |||
Item 3. | |||
Item 4. | |||
32 | |||
Item 1. | |||
Item 1A. | |||
Item 2. | |||
Item 3. | |||
Item 4. | |||
Item 5. | |||
Item 6. | |||
i
● | the ability to recognize the anticipated benefits of the Business Combination, which may be affected by, among other things, competition and our ability to grow and manage growth profitably and retain our key employees; |
● | the ability to maintain the listing of our Class A common stock on The Nasdaq Stock Market LLC (“Nasdaq”); |
● | changes in applicable laws or regulations; |
● | our ability to raise financing in the future; |
● | the success, cost and timing of our product development activities; |
● | the commercialization and adoption of our existing products and the success of any product we may offer in the future; |
● | the potential attributes and benefits of our products once commercialized; |
● | our ability to obtain and maintain regulatory approval for our products, and any related restrictions and limitations of any approved product; |
● | our ongoing leadership transition; |
● | our ability to identify, in-license or acquire additional technology; |
● | our ability to maintain our existing license agreements and manufacturing arrangements; |
● | our ability to compete with other companies currently marketing or engaged in the development of products and services that serve customers engaged in proteomic analysis, many of which have greater financial and marketing resources than us; |
● | the size and growth potential of the markets for our products, and the ability of each product to serve those markets once commercialized, either alone or in partnership with others; |
● | our estimates regarding expenses, future revenue, capital requirements and needs for additional financing; |
● | our financial performance; and |
● | the impact of the COVID-19 pandemic on our business. |
HIGHCAPE CAPITAL ACQUISITION CORP.
CONSOLIDATED BALANCE SHEETSCONDENSED BALANCE SHEET
SEPTEMBER 30, 2020
ASSETS | ||||
Current assets | ||||
Cash | $ | 1,164,723 | ||
Prepaid expenses | 174,605 | |||
Total Current Assets | 1,339,328 | |||
Cash and cash equivalents held in Trust Account | 115,000,384 | |||
TOTAL ASSETS | $ | 116,339,712 | ||
LIABILITIES AND STOCKHOLDERS’ EQUITY | ||||
Current liabilities | ||||
Accounts payable and accrued expenses | $ | 43,342 | ||
Accrued offering costs | 45,000 | |||
Total Current Liabilities | 88,342 | |||
Deferred underwriting fee payable | 4,025,000 | |||
Total Liabilities | 4,113,342 | |||
Commitments and Contingencies | ||||
Class A common stock subject to possible redemption, 10,722,636 shares at $10.00 per share | 107,226,360 | |||
Stockholders’ Equity | ||||
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding | — | |||
Class A common stock, $0.0001 par value; 380,000,000 shares authorized; 1,182,364 issued and outstanding (excluding 10,722,636 shares subject to possible redemption) | 118 | |||
Class B common stock, $0.0001 par value; 20,000,000 shares authorized; 2,875,000 shares issued and outstanding | 288 | |||
Additional paid-in capital | 5,050,857 | |||
Accumulated deficit | (51,253 | ) | ||
Total Stockholders’ Equity | 5,000,010 | |||
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | $ | 116,339,712 |
June 30, 2022 | December 31, 2021 | |||||||
Assets | ||||||||
Current assets: | ||||||||
Cash and cash equivalents | $ | 81,272 | $ | 35,785 | ||||
Marketable securities | 319,398 | 435,519 | ||||||
Prepaid expenses and other current assets | 4,436 | 5,868 | ||||||
Total current assets | 405,106 | 477,172 | ||||||
Property and equipment, net | 12,562 | 8,908 | ||||||
Goodwill | 9,483 | 9,483 | ||||||
Other assets | 690 | 690 | ||||||
Operating lease right-of-use assets | 15,411 | 6,973 | ||||||
Total assets | $ | 443,252 | $ | 503,226 | ||||
Liabilities and stockholders’ equity | ||||||||
Current liabilities: | ||||||||
Accounts payable | $ | 2,370 | $ | 3,393 | ||||
Accrued expenses and other current liabilities | 7,912 | 7,276 | ||||||
Short-term operating lease liabilities | 1,150 | 859 | ||||||
Total current liabilities | 11,432 | 11,528 | ||||||
Long-term liabilities: | ||||||||
Warrant liabilities | 2,255 | 7,239 | ||||||
Other long-term liabilities | 0 | 206 | ||||||
Operating lease liabilities | 16,070 | 7,219 | ||||||
Total liabilities | 29,757 | 26,192 | ||||||
Commitments and contingencies (Note 14) | ||||||||
Stockholders’ equity | ||||||||
Class A Common stock, $0.0001 par value; 600,000,000 shares authorized as of June 30, 2022 and December 31, 2021; 119,244,128 and 118,025,410 shares issued and outstanding as of June 30, 2022 and December 31, 2021, respectively | 12 | 12 | ||||||
Class B Common stock, $0.0001 par value; 27,000,000 shares authorized as of June 30, 2022 and December 31, 2021; 19,937,500 shares issued and outstanding as of June 30, 2022 and December 31, 2021 | 2 | 2 | ||||||
Additional paid-in capital | 748,302 | 744,252 | ||||||
Accumulated deficit | (334,821 | ) | (267,232 | ) | ||||
Total stockholders’ equity | 413,495 | 477,034 | ||||||
Total liabilities and stockholders’ equity | $ | 443,252 | $ | 503,226 |
HIGHCAPE CAPITAL ACQUISITION CORP.
Three Months Ended September 30, | For the Period from June 10, 2020 (Inception) Through September 30, | |||||||
2020 | 2020 | |||||||
Formation and general and administrative expenses | $ | 50,637 | $ | 51,637 | ||||
Loss from operations | (50,637 | ) | (51,637 | ) | ||||
Other income: | ||||||||
Interest earned on cash and cash equivalents held in Trust Account | 384 | 384 | ||||||
Net loss | $ | (50,253 | ) | $ | (51,253 | ) | ||
Weighted average shares outstanding of Class A redeemable common stock | 11,500,000 | 11,500,000 | ||||||
Basic and diluted income per share, Class A redeemable common stock | $ | 0.00 | $ | 0.00 | ||||
Weighted average shares outstanding of Class A and Class B non-redeemable common stock | 3,280,000 | 3,280,000 | ||||||
Basic and diluted net loss per share, Class A and Class B non-redeemable common stock | $ | (0.02 | ) | $ | (0.02 | ) |
Three months ended June 30, | Six months ended June 30, | |||||||||||||||
2022 | 2021 | 2022 | 2021 | |||||||||||||
Operating expenses: | ||||||||||||||||
Research and development | $ | 18,459 | $ | 13,114 | $ | 37,230 | $ | 21,086 | ||||||||
Selling, general and administrative | 11,741 | 19,050 | 20,110 | 22,857 | ||||||||||||
Total operating expenses | 30,200 | 32,164 | 57,340 | 43,943 | ||||||||||||
Loss from operations | (30,200 | ) | (32,164 | ) | (57,340 | ) | (43,943 | ) | ||||||||
Interest expense | 0 | (5 | ) | 0 | (5 | ) | ||||||||||
Dividend income | 1,052 | 2 | 1,907 | 2 | ||||||||||||
Change in fair value of warrant liabilities | 2,337 | (3,533 | ) | 4,984 | (3,533 | ) | ||||||||||
Other (expense) income, net | (5,603 | ) | 3 | (17,140 | ) | 3 | ||||||||||
Loss before provision for income taxes | (32,414 | ) | (35,697 | ) | (67,589 | ) | (47,476 | ) | ||||||||
Provision for income taxes | 0 | 0 | 0 | 0 | ||||||||||||
Net loss and comprehensive loss | $ | (32,414 | ) | $ | (35,697 | ) | $ | (67,589 | ) | $ | (47,476 | ) | ||||
Net loss per common share attributable to common stockholders, basic and diluted | $ | (0.23 | ) | $ | (0.97 | ) | $ | (0.49 | ) | $ | (2.23 | ) | ||||
Weighted-average shares used to compute net loss per share attributable to common stockholders, basic and diluted | 139,000,261 | 36,890,502 | 138,811,146 | 21,296,162 |
2
HIGHCAPE CAPITAL ACQUISITION CORP.
FOR THE PERIOD FROM JUNE 10, 2020 (INCEPTION) THROUGH SEPTEMBER 30, 2020
(DEFICIT)
Class A | Class B | Additional | Total | |||||||||||||||||||||||||
Common Stock | Common Stock | Paid-in | Accumulated | Stockholders’ | ||||||||||||||||||||||||
Shares | Amount | Shares | Amount | Capital | Deficit | Equity | ||||||||||||||||||||||
Balance – June 10, 2020 (inception) | — | $ | — | — | $ | — | $ | — | $ | — | $ | — | ||||||||||||||||
Issuance of Class B common stock to Sponsors | — | — | 2,875,000 | 288 | 24,712 | — | 25,000 | |||||||||||||||||||||
Net loss | — | — | — | — | — | (1,000 | ) | (1,000 | ) | |||||||||||||||||||
Balance – June 30, 2020 | — | — | 2,875,000 | 288 | 24,712 | (1,000 | ) | 24,000 | ||||||||||||||||||||
Sale of 11,500,000 Units, net of underwriting discounts | 11,500,000 | 1,150 | — | — | 108,201,473 | — | 108,202,623 | |||||||||||||||||||||
Sale of 405,000 Private Placement Units | 405,000 | 41 | — | — | 4,049,959 | — | 4,050,000 | |||||||||||||||||||||
Common stock subject to possible redemption | (10,722,636 | ) | (1,073 | ) | — | — | (107,225,287 | ) | — | (107,226,360 | ) | |||||||||||||||||
Net loss | — | — | — | — | — | (50,253 | ) | (50,253 | ) | |||||||||||||||||||
Balance – September 30, 2020 | 1,182,364 | $ | 118 | 2,875,000 | $ | 288 | $ | 5,050,857 | $ | (51,253 | ) | $ | 5,000,010 |
Convertible preferred stock | Class A common stock | Class B common stock | Additional paid-in | Accumulated | Total stockholders’ | |||||||||||||||||||||||||||||||
Shares | Amount | Shares | Amount | Shares | Amount | capital | deficit | equity (deficit) | ||||||||||||||||||||||||||||
Balance - December 31, 2020 | 90,789,268 | $ | 195,814 | 5,378,287 | $ | 1 | 0 | $ | 0 | $ | 12,517 | $ | (172,243 | ) | $ | (159,725 | ) | |||||||||||||||||||
Net loss | - | - | - | 0 | - | 0 | 0 | (11,779 | ) | (11,779 | ) | |||||||||||||||||||||||||
Issuance of Series E convertible preferred stock, net of issuance costs | 0 | (4 | ) | 0 | 0 | 0 | 0 | 0 | 0 | 0 | ||||||||||||||||||||||||||
Common stock issued upon exercise of stock options and vesting of restricted stock units | - | - | 581,237 | 0 | 0 | 0 | 999 | 0 | 999 | |||||||||||||||||||||||||||
Stock-based compensation | - | - | - | 0 | - | 0 | 457 | 0 | 457 | |||||||||||||||||||||||||||
Balance - March 31, 2021 | 90,789,268 | $ | 195,810 | 5,959,524 | $ | 1 | 0 | $ | 0 | $ | 13,973 | $ | (184,022 | ) | $ | (170,048 | ) | |||||||||||||||||||
Net loss | - | - | - | 0 | - | 0 | 0 | (35,697 | ) | (35,697 | ) | |||||||||||||||||||||||||
Common stock issued upon exercise of stock options and vesting of restricted stock units | - | - | 1,327,823 | 0 | 0 | 0 | 2,712 | 0 | 2,712 | |||||||||||||||||||||||||||
Conversion of the convertible preferred stock into Class A and Class B common stock | (90,789,268 | ) | (195,810 | ) | 52,466,941 | 5 | 19,937,500 | 2 | 195,803 | 0 | 195,810 | |||||||||||||||||||||||||
Net equity infusion from the Business Combination | - | - | 56,708,872 | 6 | 0 | 0 | 501,166 | 0 | 501,172 | |||||||||||||||||||||||||||
Stock-based compensation | - | - | - | 0 | - | 0 | 9,987 | 0 | 9,987 | |||||||||||||||||||||||||||
Balance - June 30, 2021 | 0 | $ | 0 | 116,463,160 | $ | 12 | 19,937,500 | $ | 2 | $ | 723,641 | $ | (219,719 | ) | $ | 503,936 |
3
HIGHCAPE CAPITAL ACQUISITION CORP.
FOR THE PERIOD FROM JUNE 10, 2020 (INCEPTION) THROUGH SEPTEMBER 30, 2020
STOCKHOLDERS’ EQUITY (DEFICIT)
Cash Flows from Operating Activities: | ||||
Net loss | $ | (51,253 | ) | |
Adjustments to reconcile net loss to net cash used in operating activities: | ||||
Interest earned on marketable securities held in Trust Account | (384 | ) | ||
Changes in operating assets and liabilities: | ||||
Prepaid expenses | (174,605 | ) | ||
Accrued expenses | 43,342 | |||
Net cash used in operating activities | (182,900 | ) | ||
Cash Flows from Investing Activities: | ||||
Investment of cash into Trust Account | (115,000,000 | ) | ||
Net cash used in investing activities | (115,000,000 | ) | ||
Cash Flows from Financing Activities: | ||||
Proceeds from issuance of Class B common stock to Sponsor | 25,000 | |||
Proceeds from sale of Units, net of underwriting discounts paid | 112,700,000 | |||
Proceeds from sale of Private Placement Units | 4,050,000 | |||
Repayment of promissory note - related party | (99,627 | ) | ||
Payment of offering costs | (327,750 | ) | ||
Net cash provided by financing activities | 116,347,623 | |||
Net Change in Cash | 1,164,723 | |||
Cash – Beginning of period | — | |||
Cash – End of period | $ | 1,164,723 | ||
Supplemental Disclosure of Non-Cash Investing and Financing Activities: | ||||
Offering costs included in accrued offering costs | $ | 45,000 | ||
Initial classification of Class A common stock subject to possible redemption | $ | 107,276,620 | ||
Change in value of Class A common stock subject to possible redemption | $ | (50,260 | ) | |
Deferred underwriting fee payable | $ | 4,025,000 | ||
Payment of deferred offering costs through promissory note – related party | $ | 99,627 |
Class A common stock | Class B common stock | Additional paid-in | Accumulated | Total stockholders’ | ||||||||||||||||||||||||
Shares | Amount | Shares | Amount | capital | deficit | equity (deficit) | ||||||||||||||||||||||
Balance - December 31, 2021 | 118,025,410 | $ | 12 | 19,937,500 | $ | 2 | $ | 744,252 | $ | (267,232 | ) | $ | 477,034 | |||||||||||||||
Net loss | - | 0 | - | 0 | 0 | (35,175 | ) | (35,175 | ) | |||||||||||||||||||
Common stock issued upon exercise of stock options and vesting of restricted stock units | 946,987 | 0 | 0 | 0 | 730 | 0 | 730 | |||||||||||||||||||||
Stock-based compensation | - | 0 | - | 0 | (714 | ) | 0 | (714 | ) | |||||||||||||||||||
Balance - March 31, 2022 | 118,972,397 | $ | 12 | 19,937,500 | $ | 2 | $ | 744,268 | $ | (302,407 | ) | $ | 441,875 | |||||||||||||||
Net loss | - | 0 | - | 0 | 0 | (32,414 | ) | (32,414 | ) | |||||||||||||||||||
Common stock issued upon exercise of stock options and vesting of restricted stock units | 271,731 | 0 | 0 | 0 | 264 | 0 | 264 | |||||||||||||||||||||
Stock-based compensation | - | 0 | - | 0 | 3,770 | 0 | 3,770 | |||||||||||||||||||||
Balance - June 30, 2022 | 119,244,128 | $ | 12 | 19,937,500 | $ | 2 | $ | 748,302 | $ | (334,821 | ) | $ | 413,495 |
Six Months Ended June 30, | ||||||||
2022 | 2021 | |||||||
Cash flows from operating activities: | ||||||||
Net loss | $ | (67,589 | ) | $ | (47,476 | ) | ||
Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||
Depreciation | 1,060 | 448 | ||||||
Unrealized losses of marketable securities | 16,144 | 0 | ||||||
Loss on disposal of fixed assets | 9 | 0 | ||||||
Change in fair value of warrant liabilities | (4,984 | ) | 3,533 | |||||
Change in fair value of contingent consideration | 107 | 0 | ||||||
Stock-based compensation | 3,056 | 10,444 | ||||||
Changes in operating assets and liabilities: | ||||||||
Prepaid expenses and other current assets | 1,432 | (1,209 | ) | |||||
Other assets - related party | 0 | 738 | ||||||
Operating lease right-of-use assets | (8,438 | ) | 0 | |||||
Accounts payable | 77 | 1,699 | ||||||
Accrued expenses and other current liabilities | 810 | 1,948 | ||||||
Short-term operating lease liabilities | 291 | 0 | ||||||
Operating lease liabilities | 8,851 | 0 | ||||||
Net cash used in operating activities | $ | (49,174 | ) | $ | (29,875 | ) | ||
Cash flows from investing activities: | ||||||||
Purchases of property and equipment | (5,462 | ) | (1,229 | ) | ||||
Purchases of marketable securities | (101 | ) | 0 | |||||
Sales of marketable securities | 100,078 | 0 | ||||||
Net cash provided by (used in) investing activities | $ | 94,515 | $ | (1,229 | ) | |||
Cash flows from financing activities: | ||||||||
Proceeds from exercise of stock options | 994 | 3,711 | ||||||
Net proceeds from equity infusion from the Business Combination | 0 | 514,187 | ||||||
Payment of notes payable | 0 | (1,749 | ) | |||||
Payment of contingent consideration - business acquisition | (348 | ) | 0 | |||||
Payment of deferred consideration - business acquisition | (500 | ) | 0 | |||||
Stock issuance costs for Series E convertible preferred stock | 0 | (4 | ) | |||||
Principal payments under finance lease obligations | 0 | (15 | ) | |||||
Net cash provided by financing activities | $ | 146 | $ | 516,130 | ||||
Net increase in cash and cash equivalents | 45,487 | 485,026 | ||||||
Cash and cash equivalents at beginning of period | 35,785 | 36,910 | ||||||
Cash and cash equivalents at end of period | $ | 81,272 | $ | 521,936 | ||||
Supplemental disclosure of cash flow information: | ||||||||
Cash received from exchange of research and development tax credits | $ | 0 | $ | 377 | ||||
Supplemental disclosure of noncash information: | ||||||||
Noncash acquisition of property and equipment | $ | 646 | $ | 108 | ||||
Forgiveness of related party promissory notes | $ | 0 | $ | 150 | ||||
Noncash equity related transaction costs from the Business Combination | $ | 0 | $ | 1,397 | ||||
Noncash equity related warrants from the Business Combination | $ | 0 | $ | 11,618 | ||||
Conversion of the convertible preferred stock into Class A and Class B common stock | $ | 0 | $ | 195,810 |
NOTE
HighCape Capital Acquisition Corp. (the
As of September 30, 2020,its instruments.
The registration statement for the Company’s Initial Public Offering was declared effective on September 3, 2020. On September 9, 2020inception, the Company consummated the Initial Public Offering of 11,500,000 units (the “Units”expects its cash and with respect to the shares of Class A common stock included in the Units sold, the “Public Shares”), which includes the full exercise by the underwriters of their over-allotment option in the amount of 1,500,000 Units, at $10.00 per Unit, generating gross proceeds of $115,000,000 which is described in Note 3.
Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 405,000 units (the “Private Placement Units”) at a price of $10.00 per Private Placement Unit in a private placement to HighCape Capital Acquisition, LLC, a Delaware limited liability company (the “Sponsor”), generating gross proceeds of $4,050,000, which is described in Note 4.
Transaction costs amounted to $6,797,377, consisting of $2,300,000 of underwriting fees, $4,025,000 of deferred underwriting feecash equivalents, and $472,377 of other offering costs. In addition, at September 9, 2020, cash of $1,419,450 was held outside of the Trust Account (as defined below) and is available for working capital purposes.
Following the closing of the Initial Public Offering on September 9, 2020, an amount of $115,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Placement Units was placed in a trust account (the “Trust Account”) located in the United States and will be invested only in U.S. governmentmarketable securities within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 185 days or less or in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting certain conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the funds held in the Trust Account, as described below.
The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of Private Placement Units, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete one or more initial Business Combinations with one or more operating businesses or assets with a fair market value equal tofund its operations for at least 80% of the net assets held in the Trust Account (excluding the deferred underwriting commissions and taxes payable on the interest earned on the Trust Account). The Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target business sufficient for it not to be required to register as an investment company under the Investment Company Act.
The Company will provide the holders of the outstanding Public Shares (the “Public Stockholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company. The Public Stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially $10.00 per Public Share, plus any pro rata interest then in the Trust Account, net of taxes payable). There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants.
HIGHCAPE CAPITAL ACQUISITION CORP.NOTES TO CONDENSED FINANCIAL STATEMENTSSEPTEMBER 30, 2020(Unaudited)
The Company will only proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 following any related redemptions and, if the Company seeks stockholder approval, a majority of the shares voted are voted in favor of the Business Combination. If a stockholder vote is not required by applicable law or stock exchange listing requirements and the Company does not decide to hold a stockholder vote for business or other reasons, the Company will, pursuant to its Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (“SEC”) and file tender offer documents with the SEC prior to completing a Business Combination. If, however, stockholder approval of the transaction is required by applicable law or stock exchange listing requirements, or the Company decides to obtain stockholder approval for business or other reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If the Company seeks stockholder approval in connection with a Business Combination, the Company’s Sponsor and any other holders of the Company’s common stock prior to the Initial Public Offering (the “initial stockholders”) have agreed to vote their Founder Shares (as defined in Note 5), Private Placement Shares (as defined in Note 4) and any Public Shares purchased during or after the Initial Public Offering in favor of approving a Business Combination. Additionally, each Public Stockholder may elect to redeem their Public Shares without voting, and if they do vote, irrespective of whether they vote for or against the proposed transaction.
If the Company seeks stockholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Certificate of Incorporation will provide that a Public Stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 20% of the Public Shares, without the prior consent of the Company.
The Sponsor has agreed (a) to waive its redemption rights with respect to the Founder Shares, Private Placement Shares and Public Shares held by it in connection with the completion of a Business Combination and (b) not to propose an amendment to the Certificate of Incorporation (i) to modify the substance or timing of the Company���s obligation to allow redemptions in connection with a Business Combination or to redeem 100% of its Public Shares if the Company does not complete a Business Combination within the Combination Period (as defined below) or (ii) with respect to any other provision relating to stockholders’ rights or pre-business combination activity, unless the Company provides the Public Stockholders with the opportunity to redeem their Public Shares in conjunction with any such amendment.
The Company will have until September 9, 2022 to complete a Business Combination (the “Combination Period”). If the Company has not completed a Business Combination by the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (net of permitted withdrawals and less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public Stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to the Company’s warrants, which will expire worthless if the Company fails to complete a Business Combination within the Combination Period.
The Sponsor has agreed to waive its liquidation rights with respect to the Founder Shares and Private Placement Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the Sponsor acquires Public Shares in or after the Initial Public Offering, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination Period. The underwriters have agreed to waive their rights to their deferred underwriting commission (see Note 6) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than the Initial Public Offering price per Unit ($10.00).
In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00 per Public Share and (ii) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per public Share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to monies held in the Trust Account nor will it apply to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (except for the Company’s independent registered public accounting firm), prospective target businesses and other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account.
6
HIGHCAPE CAPITAL ACQUISITION CORP.NOTES TO CONDENSED FINANCIAL STATEMENTSSEPTEMBER 30, 2020(Unaudited)
and Principles of Consolidation
The accompanying unaudited condensedconsolidated financial statements should be read in conjunction with the audited consolidated financial statements and the notes thereto included in the Company’s final prospectus for its Initial Public Offering as filed with the SEC on September 4, 2020, as well as the audited balance sheet included in the Company’s CurrentAnnual Report on Form 8-K,10-K for the year ended December 31, 2021. The condensed consolidated balance sheet as filed withof December 31, 2021 included herein was derived from the SECaudited consolidated financial statements as of that date, but does not include all disclosures, including certain notes required by U.S. GAAP, on September 9, 2020an annual reporting basis.
Emerging Growth Company
the years ended December 31, 2021 and 2020.
Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those thatrelated economic disruptions have not had a Securities Act registration statement declared effective or do notmaterial adverse impact on the Company’s operations to date. While the Company is unable to predict the full impact that the COVID-19 pandemic will have a classon the Company’s future results of securities registered underoperations, liquidity and financial condition due to numerous uncertainties, including the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt outduration of the extended transition periodpandemic, the actions that may be taken by government authorities across the United States, adverse changes in macroeconomic conditions, if sustained or recurrent, could result in significant changes in costs going forward with material adverse effect on the Company’s operating results, financial condition, and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. cash flows.
Use of Estimates
The preparation of condensed financial statements in conformity with GAAP requires management to make estimatesCOVID-19 pandemic and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed financial statements and the reported amounts of revenues and expenses during the reporting period.
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 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. The Company did not have any cash equivalents as of September 30, 2020.
Class A Common Stock Subject to Possible Redemption
The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Class A common stock subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at September 30, 2020, Class A common stock subject to possible redemption are presented as temporary equity, outside of the stockholders’ equity section of the Company’s condensed balance sheet.
HIGHCAPE CAPITAL ACQUISITION CORP.NOTES TO CONDENSED FINANCIAL STATEMENTSSEPTEMBER 30, 2020(Unaudited)
Offering Costs
Offering costs consist of underwriting, legal, accounting and other expenses incurred through the Initial Public Offering that are directly related to the Initial Public Offering. Offering costs amounting to $6,797,377 were charged to stockholders’ equity upon the completion of the Initial Public Offering.
Income Taxes
The Company follows the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. As of September 30, 2020, the Company had a deferred tax asset of approximately $11,000, due to start-up and organizational expenses, which had a full valuation allowance recorded against it of approximately $11,000.
The Company’s currently taxable income primarily consists of interest income on the Trust Account. The Company’s general and administrative costs are generally considered start-up costs and are not currently deductible. During the three months ended September 30, 2020 and for period from June 10, 2020 (inception) through September 30, 2020, the Company recorded no income tax expense. The Company’s effective tax rate for the three months ended September 30, 2020 and for the period from June 10, 2020 (inception) through September 30, 2020 was zero, which differs from the expected income tax rate due to the start-up costs (discussed above) which are not currently deductible.
ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of September 30, 2020. The Company is currently not aware of any issues under reviewspecific related event or circumstance that could resultwould require the Company to revise its estimates reflected in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception.
Net Income (Loss) Per Common Share
Net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of common shares outstanding for the period. The Company has not considered the effect of warrants, sold in the Initial Public Offering and in the sale of the Private Placement Units, to purchase 3,968,333 shares of Class A common stock in the calculation of diluted income (loss) per share, since the exercise of the warrants are contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive.
The Company’s unaudited condensed statements of operations include a presentation of income (loss) per share for common shares subject to redemption in a manner similar to the two-class method of income per share. Net income per common share, basic and diluted, for Class A redeemable common stock is calculated by dividing the interest income earned on the Trust Account of $384 for the three months ended September 30, 2020 and for the period from June 10, 2020 (inception) through September 30, 2020, less applicable franchise taxes of approximately $17,000 for the three months ended September 30, 2020 and for the period from June 10, 2020 (inception) through September 30, 2020, by the weighted average number of Class A redeemable common stock since issuance. Net loss per common share, basic and diluted for Class A and Class B non-redeemable common stock is calculated by dividing the net income (loss), less income attributable to Class A redeemable common stock, by the weighted average number of Class A and Class B non-redeemable common stock outstanding for the periods. Class B non-redeemable common stock includes the Founder Shares and Private Placement Units as these shares do not have any redemption features and do not participate in the income earned on the Trust Account.
HIGHCAPE CAPITAL ACQUISITION CORP.NOTES TO CONDENSED FINANCIAL STATEMENTSSEPTEMBER 30, 2020(Unaudited)
● | valuation allowances with respect to deferred tax assets; |
● | valuation for acquisitions; |
● | valuation of goodwill; |
● | assumptions used for leases; |
● | valuation of warrant liabilities; and |
● | assumptions underlying the fair value used in the calculation of the stock-based compensation. |
Fair Valueresidual value guarantees or restrictive covenants in the lease portfolio.
operations and comprehensive loss. The Company’s lease agreements contain variable lease costs for common area maintenance, utilities, taxes and insurance, which are expensed as incurred.
Recentconsolidated statements of operations and comprehensive loss at each reporting date.
Management does not believe that any recentlyPronouncements
BUSINESS COMBINATION
Simultaneously with the closing of the Initial Public Offering, the Sponsor purchased an aggregate of 405,000 Private Placement Units at a price of $10.00 per Private Placement Unit, for an aggregate purchase price of $4,050,000. Each Private Placement Unit consists$1 after a corresponding number of oneshares of the Company’s Class B common stock was irrevocably forfeited by the Sponsor to HighCape for no consideration and automatically cancelled.
NOTE 5. RELATED PARTY TRANSACTIONS
Founder Shares
On June 10, 2020, the Company issued an aggregate of 2,875,000 shares ofCompany’s Class B common stock collectively cease to the Sponsor (the “Founder Shares”beneficially own at least twenty percent (20%) for an aggregate price of $25,000. On June 30, 2020, the Sponsor transferred 30,000 Founder Shares to each of its three independent directors, or an aggregate of 90,000 Founder Shares, resulting in the Sponsor holding an aggregate of 2,785,000 Founder Shares. The Founder Shares included an aggregate of up to 375,000 shares subject to forfeiture to the extent that the underwriters’ over-allotment option was not exercised in full or in part, so that the number of Founder Shares would equal 20%shares of the Company’s issued and outstanding shares after the Initial Public Offering (not including the Private Placement Shares). As a result of the underwriters’ election to fully exercise their over-allotment option, 375,000 Founder Shares are no longer subject to forfeiture.
The Sponsor has agreed, subject to limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earlier to occur of: (A) one year after the completion of a Business Combination and (B) subsequent to a Business Combination, (x) if the last reported sale price of the Class AB common stock equals(as such number of shares is equitably adjusted in respect of any reclassification, stock dividend, subdivision, combination or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after a Business Combination, or (y) the date on which the Company completes a liquidation, merger, capital stock exchange or other similar transaction that results in all of the Public Stockholders having the right to exchange their shares of common stock for cash, securities or other property.
HIGHCAPE CAPITAL ACQUISITION CORP.NOTES TO CONDENSED FINANCIAL STATEMENTSSEPTEMBER 30, 2020(Unaudited)
Promissory Note — Related Party
On June 10, 2020, the Sponsor issued an unsecured promissory note to the Company (the “Promissory Note”), pursuant to which the Company could borrow up to an aggregate principal amount of $300,000, of which $99,627 was outstanding under the Promissory Note as of September 9, 2020. The Promissory Note was non-interest bearing and payable on the earlier of June 10, 2021 or the consummation of the Initial Public Offering. The Promissory Note was repaid in full on September 15, 2020.
Related Party Loans
In addition, in order to fund working capital deficiencies or finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certainrecapitalization of the Company’s officersClass B common stock) collectively held by Dr. Rothberg and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company may repay the Working Capital Loans outpermitted transferees of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans may be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of such Working Capital Loans may be convertible into units upon consummation of the Business Combination at a price of $10.00 per unit. The units would be identical to the Private Placement Units. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. As of September 30, 2020, there were no amounts outstanding under the Working Capital Loans.
Administrative Support Agreement
The Company entered into an agreement, commencing on September 3, 2020, to pay an affiliate of the Sponsor a total of up to $10,000 per month for office space, secretarial and administrative support. Upon completion of a Business Combination or its liquidation, the Company will cease paying these monthly fees. The Company incurred $25,000 fees for these services for the three months ended September 30, 2020 and for the period from June 10, 2020 (inception) through September 30, 2020, of which $25,000 is included in accounts payable and accrued expenses in the accompanying condensed balance sheet at September 30, 2020.
NOTE 6. COMMITMENTS AND CONTINGENCIES
Risks and Uncertainties
Management continues to evaluate the impact of the COVID-19 pandemic on the industry and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position and/or search for a target company, the specific impact is not readily determinableClass B common stock as of the dateEffective Time.
Underwriting Agreement
The underwriters are entitled to a deferred fee of $0.35 per Unit, or $4,025,000 in the aggregate. 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.
HIGHCAPE CAPITAL ACQUISITION CORP.NOTES TO CONDENSED FINANCIAL STATEMENTSSEPTEMBER 30, 2020(Unaudited)
Preferred Stock — The Company is authorized to issue 1,000,000 shares of preferred stock with a par value of $0.0001 per share with such designations, votingrecently purchased equipment, and other rights and preferences as may be determined from time to time by the Company’s board of directors. At September 30, 2020, there were no shares of preferred stock issued or outstanding.
Class A Common Stock — The Company is authorized to issue 380,000,000535,715 shares of Class A common stock, with a par value of $0.0001 per share. Holders of Class A common stock are entitledvalued at $4,232, issued to one vote for each share. At September 30, 2020, there were 1,182,364Majelac subject to certain restrictions. An additional 59,523 shares of Class A common stock valued at $471 will be issued and outstanding, excluding 10,722,636 Class A common stock subject to possible redemption.
Class B Common Stock — The Company is authorized to issue 20,000,000 shares of Class B common stock with a par value of $0.0001 per share. Holders of Class B common stock are entitled to one vote for each share. At September 30, 2020, there were 2,875,000 shares of Class B common stock issued and outstanding.
Only holders ofMajelac 12 months after the Class B common stock will have the right to vote on the election of directors prior to the Business Combination. Holders of Class A common stock and holders of Class B common stock will vote together as a single class on all matters submitted to a vote of our shareholders except as otherwise required by law.
The shares of Class B common stock will automatically convert into Class A common stock immediately following the completion of the Business Combination, on a one-for-one basis, subject to adjustment. In the case that additional shares of Class A common stock, or equity-linked securities, are issued or deemed issued in connection with a Business CombinationClosing Date less the number of shares of Class A common stock issuable upon conversionthat may be required by the buyer indemnitees to satisfy any unresolved claims for indemnification, if any. The Company also assumed the legal fees of Majelac of $50. Additional purchase price consideration of $500 in cash was to be paid six months after the Closing date less any amount that could be required by the buyer indemnitees to satisfy any unresolved claims for indemnification, if any. The Company agreed to pay additional milestone-based consideration of up to $800, which was fair valued at $531. On May 4, 2022, the Company paid Majelac $900 in cash, which consisted of $500 for the additional purchase price consideration and $400 (fair value of $348 at the Closing Date) for the firstof 2 milestones that was met.
Purchase Price Allocation | ||||
Prepaid expenses and other current assets | $ | 27 | ||
Property and equipment, net | 906 | |||
Goodwill | 9,483 | |||
Total | $ | 10,416 |
● | Level 1 - Valuations based on quoted prices in active markets for identical assets or liabilities that an entity has the ability to access. |
● | Level 2 - Valuations based on quoted prices for similar assets or liabilities, quoted prices for identical assets or liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable data for substantially the full term of the assets or liabilities. |
● | Level 3 - Valuations based on inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. |
Fair Value Measurement Level | ||||||||||||||||
Total | Level 1 | Level 2 | Level 3 | |||||||||||||
June 30, 2022: | ||||||||||||||||
Assets: | ||||||||||||||||
Fixed income mutual funds - Cash and cash equivalents | $ | 73,713 | $ | 73,713 | $ | 0 | $ | 0 | ||||||||
Marketable securities | 319,398 | 319,398 | 0 | 0 | ||||||||||||
Total assets at fair value on a recurring basis | $ | 393,111 | $ | 393,111 | $ | 0 | $ | 0 | ||||||||
Liabilities: | ||||||||||||||||
Public Warrants | $ | 2,162 | $ | 2,162 | $ | 0 | $ | 0 | ||||||||
Private Warrants | 93 | 0 | 0 | 93 | ||||||||||||
Total liabilities at fair value on a recurring basis | $ | 2,255 | $ | 2,162 | $ | 0 | $ | 93 |
Fair Value Measurement Level | ||||||||||||||||
Total | Level 1 | Level 2 | Level 3 | |||||||||||||
December 31, 2021: | ||||||||||||||||
Assets: | ||||||||||||||||
Fixed income mutual funds - Cash and cash equivalents | $ | 33,965 | $ | 33,965 | $ | 0 | $ | 0 | ||||||||
Marketable securities | 435,519 | 435,519 | 0 | 0 | ||||||||||||
Total assets at fair value on a recurring basis | $ | 469,484 | $ | 469,484 | $ | 0 | $ | 0 | ||||||||
Liabilities: | ||||||||||||||||
Public Warrants | $ | 6,900 | $ | 6,900 | $ | 0 | $ | 0 | ||||||||
Private Warrants | 339 | 0 | 0 | 339 | ||||||||||||
Total liabilities at fair value on a recurring basis | $ | 7,239 | $ | 6,900 | $ | 0 | $ | 339 |
June 30, 2022 | December 31, 2021 | |||||||
Laboratory and production equipment | $ | 11,062 | $ | 7,465 | ||||
Computer equipment | 1,050 | 637 | ||||||
Software | 179 | 156 | ||||||
Furniture and fixtures | 172 | 125 | ||||||
Leasehold improvements | 1,163 | 790 | ||||||
Construction in process | 3,869 | 3,610 | ||||||
Property and equipment, gross | 17,495 | 12,783 | ||||||
Less: Accumulated depreciation | (4,933 | ) | (3,875 | ) | ||||
Property and equipment, net | $ | 12,562 | $ | 8,908 |
June 30, 2022 | December 31, 2021 | |||||||
Employee compensation and benefits | $ | 3,124 | $ | 2,680 | ||||
Contracted services | 3,617 | 2,606 | ||||||
Business acquisition costs and contingencies | 745 | 1,331 | ||||||
Legal fees | 422 | 636 | ||||||
Other | 4 | 23 | ||||||
Total accrued expenses and other current liabilities | $ | 7,912 | $ | 7,276 |
Three months ended June 30, | Six months ended June 30, | |||||||||||||||
2022 | 2021 | 2022 | 2021 | |||||||||||||
Operating lease cost | $ | 812 | $ | 0 | $ | 1,533 | $ | 0 | ||||||||
Short-term lease cost | 108 | 127 | 212 | 249 | ||||||||||||
Variable lease cost | 315 | 0 | 601 | 0 | ||||||||||||
Total lease cost | $ | 1,235 | $ | 127 | $ | 2,346 | $ | 249 |
June 30, | December 31, | |||||||
2022 | 2021 | |||||||
Weighted-average remaining lease term (years) | 7.8 | 5.9 | ||||||
Weighted-average discount rate | 7.6 | % | 7.0 | % |
Six months ended June 30, | ||||||||
2022 | 2021 | |||||||
Operating cash paid to settle operating lease liabilities | $ | 621 | $ | 0 | ||||
Right-of-use assets obtained in exchange for lease liabilities | $ | 9,338 | $ | 0 |
Operating Leases | ||||
Remainder of 2022 | $ | 1,760 | ||
2023 | 4,132 | |||
2024 | 4,238 | |||
2025 | 4,347 | |||
2026 | 4,427 | |||
Thereafter | 16,968 | |||
Total undiscounted lease payments | $ | 35,872 | ||
Less: Imputed interest | 9,548 | |||
Less: Lease incentives (1) | 9,104 | |||
Total lease liabilities | $ | 17,220 |
(1) | Includes lease incentives that will be realized in 2022. |
Number of Options | Weighted Average Exercise Price | Weighted Average Remaining Contractual Term (Years) | Aggregate Intrinsic Value | |||||||||||||
Outstanding at December 31, 2021 | 7,726,972 | $ | 5.14 | 7.58 | $ | 24,511 | ||||||||||
Granted | 6,815,430 | 3.72 | ||||||||||||||
Exercised | (518,478 | ) | 1.92 | |||||||||||||
Forfeited | (1,142,510 | ) | 5.50 | |||||||||||||
Outstanding at June 30, 2022 | 12,881,414 | $ | 4.42 | 8.39 | $ | 530 | ||||||||||
Options exercisable at June 30, 2022 | 4,470,501 | 3.44 | 6.35 | $ | 473 | |||||||||||
Vested and expected to vest at June 30, 2022 | 11,775,878 | $ | 4.38 | 8.29 | $ | 523 |
Number of Shares Underlying RSUs | Weighted Average Grant- Date Fair Value | |||||||
Outstanding non-vested RSUs at December 31, 2021 | 4,586,972 | $ | 8.00 | |||||
Granted | 66,666 | 3.00 | ||||||
Vested | (700,240 | ) | 8.20 | |||||
Forfeited | (1,816,102 | ) | 7.23 | |||||
Outstanding non-vested RSUs at June 30, 2022 | 2,137,296 | $ | 8.43 |
Three months ended June 30, | Six months ended June 30, | |||||||||||||||
2022 | 2021 | 2022 | 2021 | |||||||||||||
Research and development | $ | 1,154 | $ | 2,483 | $ | 2,346 | $ | 2,823 | ||||||||
Selling, general and administrative | 2,616 | 7,504 | 710 | 7,621 | ||||||||||||
Total stock-based compensation | $ | 3,770 | $ | 9,987 | $ | 3,056 | $ | 10,444 |
Three months ended June 30, | Six months ended June 30, | |||||||||||||||
2022 | 2021 | 2022 | 2021 | |||||||||||||
Numerator | ||||||||||||||||
Net loss | $ | (32,414 | ) | $ | (35,697 | ) | $ | (67,589 | ) | $ | (47,476 | ) | ||||
Numerator for basic and diluted EPS - loss attributable to common stockholders | $ | (32,414 | ) | $ | (35,697 | ) | $ | (67,589 | ) | $ | (47,476 | ) | ||||
Denominator | ||||||||||||||||
Common stock | 139,000,261 | 36,890,502 | 138,811,146 | 21,296,162 | ||||||||||||
Denominator for basic and diluted EPS - weighted-average common stock | 139,000,261 | 36,890,502 | 138,811,146 | 21,296,162 | ||||||||||||
Basic and diluted net loss per share | $ | (0.23 | ) | $ | (0.97 | ) | $ | (0.49 | ) | $ | (2.23 | ) |
Three months ended June 30, | Six months ended June 30, | ||||||||||||||||
2022 | 2021 | 2022 | 2021 | ||||||||||||||
Outstanding options to purchase common stock | 12,881,414 | 7,871,098 | 12,881,414 | 7,871,098 | |||||||||||||
Outstanding restricted stock units | 2,137,296 | 4,845,365 | 2,137,296 | 4,845,365 | |||||||||||||
Outstanding warrants | 3,968,319 | 3,968,319 | 3,968,319 | 3,968,319 | |||||||||||||
18,987,029 | 16,684,782 | 18,987,029 | 16,684,782 |
Warrants — Public Warrants may only be exercised for a whole number of shares. No fractionalSeptember 9, 2021. The warrants will be issued upon separation of the Units and only whole warrants will trade. The Public Warrants will become exercisableexpire on the later of (a) 30 days after the completion of a Business Combination and (b) 12 months from the closing of the Initial Public Offering. The Public Warrants will expire five years after the completion of a Business CombinationJune 10, 2026 or earlier upon redemption or liquidation.
The Company will not be obligated to deliver
The Company has agreed that as soon as practicable, but in no event later than 15 business days, after the closing of a Business Combination, it will use its best efforts to file with the SEC a registration statement for the registration, under the Securities Act, of the Class A common stock issuable upon exercise of the Public Warrants. The Company will use its best efforts to cause the same to become effective and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration of the Public Warrants in accordance with the provisions of the warrant agreement. If a registration statement covering the shares of Class A common stock issuable upon exercise of the warrants is not effective by the sixtieth (60th) business day after the closing of a Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption. Notwithstanding the above, if the Class A common stock are at the time of any exercise of a Public Warrant, not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their Public Warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, the Company will not be required to file or maintain in effect a registration statement, the shares under applicable blue sky laws to the extent an exemption is not available.
HIGHCAPE CAPITAL ACQUISITION CORP.NOTES TO CONDENSED FINANCIAL STATEMENTSSEPTEMBER 30, 2020(Unaudited)
Once the warrants become exercisable, the Company may redeem not less than all of the outstanding Public Warrants:
in whole and not in part; |
at a price of $0.01 per warrant; |
upon not less than 30 days’ prior written notice of redemption (the “30-day redemption period”) to each warrant holder; and |
● | ||
if, and only if, the closing price of the Company’s common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period ending three business days before the Company sends the notice of redemption to the warrant holders. |
In addition, if (x)foregoing conditions are satisfied and the Company issues additionala notice of redemption of the Public Warrants at $0.01 per warrant, each holder of Public Warrants will be entitled to exercise his, her or its Public Warrants prior to the scheduled redemption date.
June 30, 2022, there were 135,000 Private Warrants outstanding. The Private Placement Warrants are identical to the Public Warrants, underlying the Units sold in the Initial Public Offering, except that (1)so long as they are held by the Sponsor or any of its permitted transferees, (i) the Private Placement Warrants and the shares of Class A common stock issuable upon the exercise of the Private Placement Warrants willwere not be transferable, assignable or saleable until 30 days after the completion of athe Business Combination, subject to certain limited exceptions, (2)(ii) the Private Placement Warrants will be exercisable for cash or on a cashless basis, (3)at the holder’s option, and (iii) the Private Placement Warrants will be non-redeemable so longare not subject to the Company’s redemption option at the price of $0.01 per warrant. The Private Warrants are subject to the Company’s redemption option at the price of $0.01 per warrant, provided that the other conditions of such redemption are met, as they are held by the initial purchasers or their permitted transferees, and (4) the holders of the Private Placement Warrants and the Class A common stock issuable upon the exercise of the Private Placement Warrants will have certain registration rights.described above. If the Private Placement Warrants are held by someonea holder other than the initial purchasersSponsor or theirany of its permitted transferees, the Private Placement Warrants will be redeemable by the Company in all redemption scenarios applicable to the Public Warrants and exercisable by such holders on the same basis as the Public Warrants.
NOTE 8. FAIR VALUE MEASUREMENTS
At September 30, 2020, assets held
warrant has been classified as a liability.
HIGHCAPE CAPITAL ACQUISITION CORP.NOTES TO CONDENSED FINANCIAL STATEMENTSSEPTEMBER 30, 2020(Unaudited)
The following table presents information about the Company’s assets that are measured at fair value on a recurring basis at September 30, 2020 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:
Description | Level | September 30, 2020 | ||||||
Assets: | ||||||||
Cash and cash equivalents held in Trust Account – U.S. Treasury Securities Money Market Fund | 1 | $ | 115,000,384 |
The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the condensed financial statements were issued, November 12, 2020. Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the condensed financial statements.
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
References in this report (the “Quarterly Report”) to “we,” “us” or the “Company” refer to HighCape Capital Acquisition Corp. References to our “management” or our “management team” refer to our officers and directors, references to the “Sponsor” refer to HighCape Capital Acquisition, LLC.
Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations |
Three months ended June 30, | Six months ended June 30, | |||||||||||||||||||||||
(in thousands, except for % changes) | 2022 | 2021 | % Change | 2022 | 2021 | % Change | ||||||||||||||||||
Operating expenses: | ||||||||||||||||||||||||
Research and development | $ | 18,459 | $ | 13,114 | 40.8 | % | $ | 37,230 | $ | 21,086 | 76.6 | % | ||||||||||||
Selling, general and administrative | 11,741 | 19,050 | (38.4 | )% | 20,110 | 22,857 | (12.0 | )% | ||||||||||||||||
Total operating expenses | 30,200 | 32,164 | (6.1 | )% | 57,340 | 43,943 | 30.5 | % | ||||||||||||||||
Loss from operations | (30,200 | ) | (32,164 | ) | (6.1 | )% | (57,340 | ) | (43,943 | ) | 30.5 | % | ||||||||||||
Interest expense | - | (5 | ) | (100.0 | )% | - | (5 | ) | (100.0 | )% | ||||||||||||||
Dividend income | 1,052 | 2 | nm | 1,907 | 2 | nm | ||||||||||||||||||
Change in fair value of warrant liabilities | 2,337 | (3,533 | ) | (166.1 | )% | 4,984 | (3,533 | ) | (241.1 | )% | ||||||||||||||
Other (expense) income, net | (5,603 | ) | 3 | nm | (17,140 | ) | 3 | nm | ||||||||||||||||
Loss before provision for income taxes | (32,414 | ) | (35,697 | ) | (9.2 | )% | (67,589 | ) | (47,476 | ) | 42.4 | % | ||||||||||||
Provision for income taxes | - | - | nm | - | - | nm | ||||||||||||||||||
Net loss and comprehensive loss | $ | (32,414 | ) | $ | (35,697 | ) | (9.2 | )% | $ | (67,589 | ) | $ | (47,476 | ) | 42.4 | % |
Three months ended June 30, | Change | |||||||||||||||
(in thousands, except for % changes) | 2022 | 2021 | Amount | % | ||||||||||||
Research and development | $ | 18,459 | $ | 13,114 | $ | 5,345 | 40.8 | % |
Three months ended June 30, | Change | |||||||||||||||
(in thousands, except for % changes) | 2022 | 2021 | Amount | % | ||||||||||||
Selling, general and administrative | $ | 11,741 | $ | 19,050 | $ | (7,309 | ) | (38.4 | )% |
Three months ended June 30, | Change | |||||||||||||||
(in thousands, except for % changes) | 2022 | 2021 | Amount | % | ||||||||||||
Interest expense | $ | - | $ | (5 | ) | $ | 5 | (100.0 | )% |
Three months ended June 30, | Change | ||||||||||||
(in thousands, except for % changes) | 2022 | 2021 | Amount | % | |||||||||
Dividend income | $ | 1,052 | $ | 2 | $ | 1,050 | nm |
Three months ended June 30, | Change | |||||||||||||||
(in thousands, except for % changes) | 2022 | 2021 | Amount | % | ||||||||||||
Change in fair value of warrant liabilities | $ | 2,337 | $ | (3,533 | ) | $ | 5,870 | (166.1 | )% |
Three months ended June 30, | Change | ||||||||||||
(in thousands, except for % changes) | 2022 | 2021 | Amount | % | |||||||||
Other (expense) income, net | $ | (5,603 | ) | $ | 3 | $ | (5,606 | ) | nm |
Six months ended June 30, | Change | |||||||||||||||
(in thousands, except for % changes) | 2022 | 2021 | Amount | % | ||||||||||||
Research and development | $ | 37,230 | $ | 21,086 | $ | 16,144 | 76.6 | % |
Six months ended June 30, | Change | |||||||||||||||
(in thousands, except for % changes) | 2022 | 2021 | Amount | % | ||||||||||||
Selling, general and administrative | $ | 20,110 | $ | 22,857 | $ | (2,747 | ) | (12.0 | )% |
Six months ended June 30, | Change | |||||||||||||||
(in thousands, except for % changes) | 2022 | 2021 | Amount | % | ||||||||||||
Interest expense | $ | - | $ | (5 | ) | $ | 5 | (100.0 | )% |
Six months ended June 30, | Change | ||||||||||||
(in thousands, except for % changes) | 2022 | 2021 | Amount | % | |||||||||
Dividend income | $ | 1,907 | $ | 2 | $ | 1,905 | nm |
Six months ended June 30, | Change | |||||||||||||||
(in thousands, except for % changes) | 2022 | 2021 | Amount | % | ||||||||||||
Change in fair value of warrant liabilities | $ | 4,984 | $ | (3,533 | ) | $ | 8,517 | (241.1 | )% |
Six months ended June 30, | Change | ||||||||||||
(in thousands, except for % changes) | 2022 | 2021 | Amount | % | |||||||||
Other (expense) income, net | $ | (17,140 | ) | $ | 3 | $ | (17,143 | ) | nm |
Three months ended June 30, | Six months ended June 30, | |||||||||||||||
(in thousands) | 2022 | 2021 | 2022 | 2021 | ||||||||||||
Net loss | $ | (32,414 | ) | $ | (35,697 | ) | $ | (67,589 | ) | $ | (47,476 | ) | ||||
Adjustments to reconcile to EBITDA: | ||||||||||||||||
Interest expense | - | 5 | - | 5 | ||||||||||||
Dividend income | (1,052 | ) | (2 | ) | (1,907 | ) | (2 | ) | ||||||||
Depreciation | 608 | 235 | 1,060 | 448 | ||||||||||||
EBITDA | $ | (32,858 | ) | $ | (35,459 | ) | $ | (68,436 | ) | $ | (47,025 | ) | ||||
Adjustments to reconcile to Adjusted EBITDA: | ||||||||||||||||
Change in fair value of warrant liabilities | (2,337 | ) | 3,533 | (4,984 | ) | 3,533 | ||||||||||
Other expense (income), net | 5,603 | (3 | ) | 17,140 | (3 | ) | ||||||||||
Stock-based compensation | 3,770 | 9,987 | 3,056 | 10,444 | ||||||||||||
Transaction related costs - business combination | - | 6,920 | - | 6,920 | ||||||||||||
Adjusted EBITDA | $ | (25,822 | ) | $ | (15,022 | ) | $ | (53,224 | ) | $ | (26,131 | ) |
Six months ended June 30, | ||||||||
(in thousands) | 2022 | 2021 | ||||||
Net cash (used in) provided by: | ||||||||
Net cash used in operating activities | $ | (49,174 | ) | $ | (29,875 | ) | ||
Net cash provided by (used in) investing activities | 94,515 | (1,229 | ) | |||||
Net cash provided by financing activities | 146 | 516,130 | ||||||
Net increase in cash and cash equivalents | $ | 45,487 | $ | 485,026 |
Special Note Regarding Forward-Looking Statements
This Quarterly Report includes “forward-looking statements” that are not historical facts, and involve risks and uncertainties that could cause actual results to differ materially from those expected and projected. All statements, other than statements of historical fact included in this Quarterly Report including, without limitation, statements in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” regarding the Company’s financial position, business strategy and the plans and objectives of management for future operations, are forward-looking statements. Words such as “expect,” “believe,” “anticipate,” “intend,” “estimate,” “seek” and variations and similar words and expressions are intended to identify such forward-looking statements. Such forward-looking statements relate to future events or future performance, but reflect management’s current beliefs, based on information currently available. A number of factors could cause actual events, performance or results to differ materially from the events, performance and results discussed in the forward-looking statements. For information identifying important factors that could cause actual results to differ materially from those anticipated in the forward-looking statements, please refer to the Risk Factors section of the Company’s final prospectus for its Initial Public Offering filed with the U.S. Securities and Exchange Commission (the “SEC”). The Company’s securities filings can be accessed on the EDGAR section of the SEC’s website at www.sec.gov. Except as expressly required by applicable securities law, the Company disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise.
Overview
We are a blank check company incorporated on June 10, 2020 as a Delaware corporation and formed for the purpose of effecting a merger, capital stock businesses. We intend to effectuate our initial Business Combination using cash from the proceeds of our Initial Public Offering and the private placement of the Private Placement Units, the proceeds of the sale of our shares in connection with our initial Business Combination, shares issued to the owners of the target, debt issued to bank or other lenders or the owners of the target, or a combination of the foregoing.
We expect to continue to incur significant costs in the pursuit of our initial Business Combination. We cannot assure you that our plans to complete our initial Business Combination will be successful.
Results of Operations
We have neither engaged in any operations nor generated any revenues to date. Our only activities from inception through September 30, 2020 were organizational activities, those necessary to prepare for our Initial Public Offering, described below, and, after our Initial Public Offering, identifying a target company for an initial Business Combination. We do not expect to generate any operating revenues until after the completion of our initial Business Combination. We generate non-operating income in the form of interest income on marketable securities held in the Trust Account. We incur expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses.
For the three months ended September 30, 2020, we had a net loss of $50,253, which consists of formation and operating costs of $50,637, offset by interest income on marketable securities held in the Trust Account of $384.
For the period from June 10, 2020 (inception) through September 30, 2020, we had a net loss of $51,253, which consists of formation and operating costs of $51,637, offset by interest income on marketable securities held in the Trust Account of $384.
Liquidity and Capital Resources
Until the consummation of the Initial Public Offering, the Company’s only source of liquidity was an initial purchase of Class B ordinary shares by our Sponsor and loans from our Sponsor.
On September 9, 2020, we consummated our Initial Public Offering of 11,500,000 Units, inclusive of the full exercise by the underwriters of their over-allotment option in the amount of 1,500,000 Units, at a price of $10.00 per Unit, generating gross proceeds of $115,000,000. Simultaneously with the closing of our Initial Public Offering, we consummated the sale of 405,000 Private Placement Units to the Sponsor at a price of $10.00 per Unit, generating gross proceeds of $4,050,000.
Following our Initial Public Offering, the full exercise of the over-allotment option and the sale of the Private Placement Units, a total of $115,000,000 was placed in the Trust Account. We incurred $6,797,377 in transaction costs, including $2,300,000 of underwriting fees, $4,025,000 of deferred underwriting fees and $472,377 of other costs.
For the period from June 10, 2020 (inception) through September 30, 2020, cash used in operating activities was $182,900. Net loss of $51,253 was affected by interest earned on marketable securities held in the Trust Account of $384 and changes in operating assets and liabilities, which used $131,263 of cash from operating activities.
As of September 30, 2020, we had cash and marketable securities of $115,000,384 held in the Trust Account. We intend to use substantially all of the funds held in the Trust Account, including any amounts representing interest earned on the Trust Account (less taxes paid and deferred underwriting commissions) to complete our initial Business Combination. We may withdraw interest to pay taxes. During the period ended September 30, 2020, we did not withdraw any interest earned on the Trust Account. To the extent that our capital stock or debt is used, in whole or in part, as consideration to complete our initial Business Combination, the remaining proceeds held in the Trust Account will be used as working capital to finance the operations of the target business or businesses, make other acquisitions and pursue our growth strategies.
As of September 30, 2020, we had cash of $1,164,723 outside of the Trust Account. We intend to use the funds held outside the Trust Account primarily to identify and evaluate target businesses, perform business due diligence on prospective target businesses, travel to and from the offices, plants or similar locations of prospective target businesses or their representatives or owners, review corporate documents and material agreements of prospective target businesses, and structure, negotiate and complete our initial Business Combination.
In order to fund working capital deficiencies or finance transaction costs in connection with our initial Business Combination, our Sponsor or an affiliate of our Sponsor or certain of our officers and directors may, but are not obligated to, loan us funds as may be required. If we complete our initial Business Combination, we would repay such loaned amounts. In the event that our initial Business Combination does not close, we may use a portion of the working capital held outside the Trust Account to repay such loaned amounts but no proceeds from our Trust Account would be used for such repayment. Up to $1,500,000 of such loans may be convertible into units identical to the Private Placement Units, at a price of $10.00 per unit at the option of the lender.
We do not currently believe we will need to raise additional funds in order to meet the expenditures required for operating our business. However, if our estimate of the costs of identifying a target business, undertaking in-depth due diligence and negotiating our initial Business Combination are less than the actual amount necessary to do so, we may have insufficient funds available to operate our business prior to our initial Business Combination. Moreover, we may need to obtain additional financing either to complete our initial Business Combination or because we become obligated to redeem a significant number of our Public Shares upon consummation of our initial Business Combination, in which case we may issue additional securities or incur debt in connection with such Business Combination. Subject to compliance with applicable securities laws, we would only complete such financing simultaneously with the completion of our initial Business Combination. If we are unable to complete our initial Business Combination because we do not have sufficient funds available to us, we will be forced to cease operations and liquidate the Trust Account. In addition, following our initial Business Combination, if cash on hand is insufficient, we may need to obtain additional financing in order to meet our obligations.
Off-Balance Sheet Financing Arrangements
We have no obligations, assets or liabilities, which would be considered off-balance sheet arrangements as of September 30, 2020. We do not participate in transactions that create relationships with unconsolidated entities or financial partnerships, often referred to as variable interest entities, which would have been established for the purpose of facilitating off-balance sheet arrangements. We have not entered into any off-balance sheet financing arrangements, established any special purpose entities, guaranteed any debt or commitments of other entities, or purchased any non-financial assets.
Contractual Obligations
We do not have any long-term debt, capital lease obligations, operating lease obligations or long-term liabilities, other than an agreement to pay an affiliate of the Sponsor a monthly fee up to $10,000 for office space, secretarial and administrative support services. We began incurring these fees on September 3, 2020 and will continue to incur these fees monthly until the earlier of the completion of the Business Combination and our liquidation.
The underwriters are entitled to a deferred fee of $4,025,000prepared in the aggregate. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that we complete a Business Combination, subject to the terms of the underwriting agreement.
Critical Accounting Policies
accordance with U.S. GAAP. The preparation of unauditedthese condensed consolidated financial statements and related disclosures in conformity with accounting principles generally accepted in the United States of America requires managementus to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements, and income andas well as expenses incurred during the periods reported.reporting periods. Our estimates are based on our historical experience and various other factors that we believe are reasonable under the circumstances, the results of which form the basis for making judgments about items that are not readily apparent from other sources. Actual results could materiallymay differ from those estimates. Wethese estimates under different assumptions or conditions.
Class A Common Stock Subjectpolicies and estimates as compared to Possible Redemption
We accountthe critical accounting policies and estimates disclosed in our
Net Loss per Common Share
We apply the two-class method in calculating earnings per share. Net income per common share, basic and diluted for Class A redeemable common stock is calculated by dividing the interest income earned on the Trust Account, net of applicable taxes, by the weighted average number of shares of Class A redeemable common stock outstanding for the periods. Net income per common share, basic and diluted for and Class B non-redeemable common stock is calculated by dividing net income less income attributable to Class A redeemable common stock, by the weighted average number of shares of Class B non-redeemable common stock outstanding for the periods presented.
Recent Accounting Standards
Management does not believe that any recently issued but not yet effective, accounting standards, if currently adopted, would have a material effectpronouncements that may potentially impact our financial position and results of operations is disclosed in Note 2 “Summary of Significant Accounting Policies – Recently Issued Accounting Pronouncements” in our condensed consolidated financial statements contained in this Quarterly Report on our unaudited condensed financial statements.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
As
Item 3. | Quantitative and Qualitative Disclosures About Market Risk |
ITEM 4. CONTROLS AND PROCEDURES
Item 4. | Controls and Procedures |
Evaluation of Disclosure Controls and Procedures
As required by Rules 13a-15 and 15d-15 under Based on the Exchange Act, our Chief Executive Officer and Chief Financial Officer carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures, as of September 30, 2020. Based upon their evaluation, our Interim Chief Executive Officer and Chief Financial Officer concluded that, due to (i) the restatement of our financial statements to reclassify our warrants as described below and in Amendment No. 1 to our Annual Report on Form 10-K/A for the year ended December 31, 2020 filed with the SEC on May 10, 2021 and (ii) the other material weaknesses described below, our disclosure controls and procedures (as defined in Rules 13a-15 (e) and 15d-15 (e) under the Exchange Act) were effective.
Changesnot effective as of June 30, 2022.
During
None.
ITEM 1. | LEGAL PROCEEDINGS. |
Factors that could cause our actual
ITEM 1A. | RISK FACTORS. |
reports.
On September 9, 2020, we consummated our Initial Public Offering
ITEM 2. | UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS. |
Simultaneously with the consummation of the Initial Public Offering and the option to purchase additional Units, we consummated a private placement of 405,000 Private Placement Units to our Sponsor at a price of $10.00 per Private Placement Unit, generating total proceeds of $4,050,000. Such securities were issued pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act.
Of the gross proceeds received from the Initial Public Offering and the full exercise of the option to purchase additional Units, $115,000,000 was placed in the Trust Account.
We paid a total of $2,300,000 in underwriting discounts and commissions and $472,377 for other offering costs and expenses related to the Initial Public Offering. In addition, the underwriters agreed to defer $4,025,000 in underwriting discounts and commissions.
For a description of the use of the proceeds generated in our Initial Public Offering, see Part I, Item 2 of this Form 10-Q.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES.
None.
ITEM 4. MINE SAFETY DISCLOSURES.
ITEM 3. | DEFAULTS UPON SENIOR SECURITIES. |
ITEM 4. | MINE SAFETY DISCLOSURES. |
ITEM 5. | OTHER INFORMATION. |
Exhibit Number | | Exhibit Description | | Filed Herewith | | Incorporated by Reference Herein from Form or Schedule | | Filing Date | | SEC File/ Reg. Number |
10.1+ | ||||||||||
Form 8-K (Exhibit 10.1) | 6/10/2022 | 001-39486 | ||||||||
Offer Letter of Employment, dated | ||||||||||
Form 8-K (Exhibit 10.1) | ||||||||||
Certification of the Principal Executive Officer | ||||||||||
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Certification of the Principal | ||||||||||
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18
+ | Management contract or compensatory plan or arrangement. |
Date: | By: | /s/ | |
Interim Chief Executive Officer |
Date: | By: | /s/ | |
Chief Financial |