☒ | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
March 31, 2022
☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
Units | SRSAU | The Nasdaq Capital Market | ||
Class A ordinary shares | SRSA | The Nasdaq Capital Market | ||
Warrants | SRSAW | The Nasdaq Capital Market |
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Large accelerated filer | ☐ | Accelerated filer | ☐ | |||
Non-accelerated filer | ☒ | Smaller reporting company | ☒ | |||
Emerging growth company | ☒ |
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March 31, 2022 | December 31, 2021 | |||||||
(unaudited) | ||||||||
Assets | ||||||||
Current assets: | ||||||||
Cash | $ | 347,384 | $ | 512,884 | ||||
Due from related party | 6,600 | 6,600 | ||||||
Prepaid expenses | 113,914 | 99,857 | ||||||
Total current assets | 467,898 | 619,341 | ||||||
Marketable securities held in Trust Account | 200,030,402 | 200,014,811 | ||||||
Total Assets | $ | 200,498,300 | $ | 200,634,152 | ||||
Liabilities, Class A ordinary shares subject to possible redemption and Shareholders’ Deficit | ||||||||
Current liabilities: | ||||||||
Accounts payable and accrued expenses | $ | 98,627 | $ | 52,710 | ||||
Total current liabilities | 98,627 | 52,710 | ||||||
Warrant liabilities | 3,908,800 | 10,167,733 | ||||||
Deferred underwriters’ discount payable | 7,000,000 | 7,000,000 | ||||||
Total liabilities | 11,007,427 | 17,220,443 | ||||||
Commitments and contingencies | 0 | 0 | ||||||
Class A ordinary shares, $0.0001 par value, subject to possible redemption at redemption value of $10.00 per share, 20,000,000 issued and outstanding at March 31, 2022 and December 31, 2021 | 200,000,000 | 200,000,000 | ||||||
Shareholders’ Deficit: | ||||||||
Preference shares, $0.0001 par value; 1,000,000 shares authorized; NaNissued or outstanding at March 31, 2022 and December 31, 2021 | 0— | 0— | ||||||
Class A ordinary shares, $0.0001 par value; 200,000,000 shares authorized; 0 shares issued or outstanding (excluding 20,000,000 Class A shares subject to redemption) at March 31, 2022 and December 31, 2021 | 0— | 0— | ||||||
Class B ordinary shares, $0.0001 par value; 20,000,000 s | 500 | 500 | ||||||
Additional paid-in capital | 0— | 0— | ||||||
Accumulated deficit | (10,509,627 | ) | (16,586,791 | ) | ||||
Total shareholders’ deficit | (10,509,127 | ) | (16,586,291 | ) | ||||
Total Liabilities, Class A ordinary shares subject to possible redemption and Shareholders’ Deficit | $ | 200,498,300 | $ | 200,634,152 | ||||
September 30, 2020 | ||||
Assets: | ||||
Current Asset: Cash | $ | — | ||
Deferred offering costs | 138,976 | |||
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Total assets | $ | 138,976 | ||
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Liabilities and Shareholder’s Equity: | ||||
Current liabilities | ||||
Accounts payable and accrued expenses | $ | 86,647 | ||
Promissory Note – related party | 31,122 | |||
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Total current liabilities | 117,769 | |||
Commitments and Contingencies | ||||
Shareholder’s 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; none issued and outstanding | — | |||
Class B ordinary shares, $0.0001 par value; 20,000,000 shares authorized; 5,031,250 shares issued and outstanding(1) | 503 | |||
Additional paid-in capital | 24,497 | |||
Accumulated deficit | (3,793 | ) | ||
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Total shareholder’s equity | 21,207 | |||
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Total Liabilities and Shareholder’s Equity | $ | 138,976 | ||
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TheSTATEMENTS OF OPERATIONS
For the Three Months Ended March 31, 2022 | For the Three Months Ended March 31, 2021 | |||||||
Formation and operating costs | $ | 197,360 | $ | 129,468 | ||||
Loss from operations | (197,360 | ) | (129,468 | ) | ||||
Other income | ||||||||
Interest income on marketable securities held in Trust Account | 15,591 | 2,773 | ||||||
Change in fair value of warrant liabilities | 6,258,933 | 14,221,327 | ||||||
Total other income | 6,274,524 | 14,224,100 | ||||||
Net income | $ | 6,077,164 | $ | 14,094,632 | ||||
Weighted average shares outstanding of Class A ordinary shares | 20,000,000 | 20,000,000 | ||||||
Basic and diluted net income per Class A ordinary share | $ | 0.24 | $ | 0.56 | ||||
Weighted average shares outstanding of Class B ordinary shares | 5,000,000 | 5,000,000 | ||||||
Basic and diluted net income per Class B ordinary share | $ | 0.24 | $ | 0.56 | ||||
For The Period From August 12, 2020 (inception) through September 30, 2020 | ||||
Formation costs | $ | 3,793 | ||
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Net loss | $ | (3,793 | ) | |
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Weighted average shares outstanding, basic and diluted(1) | 5,000,000 | |||
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Basic and diluted net loss per share | $ | (0.00 | ) | |
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TheCHANGES IN SHAREHOLDERS’ DEFICIT
Ordinary | Additional Paid-In Capital | Accumulated Deficit | Total Shareholders’ Deficit | |||||||||||||||||||||||||
Class A | Class B | |||||||||||||||||||||||||||
Shares | Amount | Shares | Amount | |||||||||||||||||||||||||
Balance as of December 31, 2021 | 0 | $ | 0 | 5,000,000 | $ | 500 | $ | 0 | $ | (16,586,791 | ) | $ | (16,586,291 | ) | ||||||||||||||
Net income | — | — | — | — | — | 6,077,164 | 6,077,164 | |||||||||||||||||||||
Balance as of March 31, 2022 | 0 | $ | 0 | 5,000,000 | $ | 500 | $ | 0 | $ | (10,509,627 | ) | $ | (10,509,127 | ) | ||||||||||||||
Ordinary | Additional Paid-In Capital | Accumulated Deficit | Total Shareholders’ Deficit | |||||||||||||||||||||||||
Class A | Class B | |||||||||||||||||||||||||||
Shares | Amount | Shares | Amount | |||||||||||||||||||||||||
Balance as of December 31, 2020 | 0 | $ | 0 | 5,000,000 | $ | 500 | $ | 0 | $ | (35,983,161 | ) | $ | (35,982,661 | ) | ||||||||||||||
Net income | — | — | — | — | — | 14,094,632 | 14,094,632 | |||||||||||||||||||||
Balance as of March 31, 2021 | 0 | $ | 0 | 5,000,000 | $ | 500 | $ | 0 | $ | (21,888,529 | ) | $ | (21,888,029 | ) | ||||||||||||||
For The Period From August 12, 2020 (inception) through September 30, 2020 | ||||||||||||||||||||||||||||
Ordinary Shares | Additional Paid-in Capital | Accumulated Deficit | Total Shareholder’s Equity | |||||||||||||||||||||||||
Class A | Class B | |||||||||||||||||||||||||||
Shares | Amount | Shares | Amount | |||||||||||||||||||||||||
Balance — August 12, 2020 (inception) | — | $ | — | — | $ | — | $ | — | $ | — | $ | — | ||||||||||||||||
Issuance of Class B ordinary shares to Sponsor(1) | — | — | 5,031,250 | 503 | 24,497 | — | 25,000 | |||||||||||||||||||||
Net loss | — | — | — | — | — | (3,793 | ) | (3,793 | ) | |||||||||||||||||||
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Balance — September 30, 2020 | — | $ | — | 5,031,250 | $ | 503 | $ | 24,497 | $ | (3,793 | ) | $ | 21,207 | |||||||||||||||
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TheCASH FLOWS
For the Three Months Ended March 31, 2022 | For the Three Months Ended March 31, 2021 | |||||||
Cash Flows from Operating Activities: | ||||||||
Net income | $ | 6,077,164 | $ | 14,094,632 | ||||
Adjustments to reconcile net income to net cash used in operating activities: | ||||||||
Interest income on marketable securities held in Trust Account | (15,591 | ) | (2,773 | ) | ||||
Change in fair value of warrant liabilities | (6,258,933 | ) | (14,221,327 | ) | ||||
Changes in operating assets and liabilities: | ||||||||
Prepaid expenses | (14,057 | ) | 30,822 | |||||
Accounts payable and accrued expenses | 45,917 | 10,000 | ||||||
Net cash used in operating activities | (165,500 | ) | (88,646 | ) | ||||
Net Change in Cash | (165,500 | ) | (88,646 | ) | ||||
Cash—Beginning of period | 512,884 | 1,097,856 | ||||||
Cash—End of period | $ | 347,384 | $ | 1,009,210 | ||||
UNAUDITED CONDENSED STATEMENT OF CASH FLOWS
For The Period From August 12, 2020 (inception) through September 30, 2020 | ||||
Cash Flows from Operating Activities: | ||||
Net loss | $ | (3,793 | ) | |
Adjustments to reconcile net loss to net cash used in operating activities: | ||||
Formation costs paid by Sponsor in exchange for Class B ordinary shares | 3,793 | |||
Changes in current assets and liabilities: | ||||
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Net cash used in operating activities | — | |||
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Cash Flows from Financing activities: | ||||
Proceeds from issuance of Promissory Note - related party | 31,122 | |||
Payment of deferred offering costs | (31,122 | ) | ||
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Net cash used in financing activities | — | |||
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Net change in cash | — | |||
Cash — beginning of the period | — | |||
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Cash — end of the period | $ | — | ||
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Supplemental disclosure of noncash investing and financing activities: | ||||
Deferred offering costs included in accounts payable and accrued expenses | $ | 86,647 | ||
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Deferred offering costs paid by Sponsor in exchange for issuance of Class B ordinary shares | $ | 21,207 | ||
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The accompanying notes are an integral part of these unaudited condensed financial statements.
The Company is not limited to a particular industry or geographic region for purposes of consummating a Business Combination. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies.
The Company is an emerging growth company and, as such, the Company is subject to all of the risks associated with emerging growth companies.
Subsequent to September 30, 2020, the registration statement for the Company’s IPO was declared effective by the U.S. Securities and Exchange Commission (the “SEC”) on October 20, 2020 (the “Effective Date”). On October 23, 2020, the Company consummated the IPO of 20,000,000 units (the “Units”), including the issuance of 2,500,000 Units as a result of the underwriter’s partial exercise of its over-allotment option. Each Unit consists of one Class A ordinary share, $0.0001 par value, and one-third of one redeemable warrant entitling its holder to purchase one Class A ordinary share at a price of $11.50 per share. The Units were sold at an offering price of $10.00 per Unit, generating gross proceeds of $200,000,000 which is described in Note 3.
Simultaneously with the closing of the IPO, the Company consummated the private placement (“Sponsor Private Placement”) with the Sponsor of an aggregate of 3,333,333 warrants (“Sponsor Private Warrants”), generating total proceeds of $5,000,000 and with the underwriter of an aggregate of 666,667 warrants (the “Cantor Private Warrants” and together with Sponsor Private Warrants, “Private Warrants”), each at a price of $1.50 per Cantor Private Warrant, generating total proceeds of $1,000,000, which is described in Note 4.
Transaction costs amounted to $11,622,157 consisting of $4,000,000 of underwriting discount, $7,000,000 of deferred underwriter’s fee and $622,157 of other offering costs. In addition, as of October 23, 2020, $1,457,597 of cash was held outside of the IPO.
SARISSA CAPITAL ACQUISITION CORP.
NOTES TO CONDENSED FINANCIAL STATEMENTS
(UNAUDITED)
Note 1 — Description of Organization and
Combination
SARISSA CAPITAL ACQUISITION CORP.
NOTES TO CONDENSED FINANCIAL STATEMENTS
(UNAUDITED)
Note 1 — Description of Organization and Business Operations (cont)
Additionally, each Public Shareholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction or vote at all. If the Company seeks shareholder approval in connection with a Business Combination, the initial shareholders (as defined below) have agreed to vote their Founder Shares (as defined below in Note 5) and any Public Shares purchased during or after the IPO in favor of a Business Combination. Subsequent to the consummation of the IPO, the Company will adopt an insider trading policy which will require insiders to: (i) refrain from purchasing shares during certain blackout periods and when they are in possession of
The Company’s
Note 1 — Description of Organization and Business Operations (cont)
Basisprospective target businesses, reviewing corporate documents and material agreements of Presentation
prospective target businesses, selecting the target business to acquire and structuring, negotiating and consummating the Business Combination. The accompanying unauditedCompany has obtained a commitment letter from the Sponsor and its members for additional $600,000 funding as needed.
statements.
Status
SARISSA CAPITAL ACQUISITION CORP.
NOTES TO CONDENSED FINANCIAL STATEMENTS
(UNAUDITED)
Note 2 — Summary of Significant Accounting Policies (cont)
Further, sectionSection 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 that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under 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 out of the extended transition period and comply with the requirements that
Estimates
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,One of the more significant accounting estimates included in these unaudited condensed financial statements is the determination of the fair value of the warrant liabilities. Such estimates may be subject to change as more current information becomes available and accordingly the actual results could differ significantly from those estimates.
Cash Equivalents
Deferred offering costs
Deferred offering costs consistinvestments held in the Trust Account is comprised of legal, accounting, underwriting fees and other costs incurred throughU.S. government securities, within the balance sheet date that are directly related to the IPO and was charged to shareholders’ equity upon the completionmeaning set forth in Section 2(a)(16) of the IPO. Offering costs amounting to $11,622,157 were charged to shareholders’ equity uponInvestment Company Act, with a maturity of 185
statements of operations. The estimated fair values of investments held in the Trust Account are determined using available market information.
Taxes
SARISSA CAPITAL ACQUISITION CORP.
NOTES TO CONDENSED FINANCIAL STATEMENTS
(UNAUDITED)
Note 2 — Summary of Significant Accounting Policies (cont)
There is currently no taxation imposed on income by the Government of the Cayman Islands. In accordance with Cayman income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s financial statements. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months.
Ordinary Share
For the Three Months Ended March 31, 2022 | For the Three Months Ended March 31, 2021 | |||||||||||||||
Class A | Class B | Class A | Class B | |||||||||||||
Basic and diluted net income per share: | ||||||||||||||||
Numerator: | ||||||||||||||||
Allocation of net income | $ | 4,861,732 | $ | 1,215,433 | $ | 11,275,706 | $ | 2,818,926 | ||||||||
Denominator: | ||||||||||||||||
Weighted-average shares outstanding | 20,000,000 | 5,000,000 | 20,000,000 | 5,000,000 | ||||||||||||
Basic and diluted net income per share | $ | 0.24 | $ | 0.24 | $ | 0.56 | $ | 0.56 |
Gross Proceeds | $ | 200,000,000 | ||
Less: Proceeds allocated to Public Warrants | (8,132,480 | ) | ||
Less: Issuance costs related to Class A ordinary shares | (11,113,697 | ) | ||
Plus: Accretion of carrying value to redemption value | 19,246,177 | |||
Class A ordinary shares subject to possible redemption | $ | 200,000,000 | ||
Concentration of credit risk
Financial instruments that potentially subject the Company to concentration of credit risk consist of a cash account in a financial institution which, at times may exceed the Federal depository insurance coverage of $250,000. At September 30, 2020, the Company had not experienced losses on this account and management believes the Company is not exposed to significant risks on such account.
Fair value of financial instruments
Instruments
sheets, other than derivative warrant liabilities (see Note 9).
Standards
2020 and the promissory note is 0longer available to the Company.
Service Fee
Note 5 —
Working Capital Loans
Risks and Uncertainties
Management is continuing to evaluate the impact of the COVID-19 pandemic and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of these financial statements. The unaudited condensed financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Underwriting
The underwriter had a 45-day option beginning October 23, 2020 to purchase up to an additional 2,625,000 additional Units to cover over-allotments.
underwriting discount of two percent
Class A Ordinary Shares —
SARISSA CAPITAL ACQUISITION CORP.
NOTES TO CONDENSED FINANCIAL STATEMENTS
(UNAUDITED)
Note 7 — Shareholder’s Equity (cont)
BShares —Shares—
Preference Shares — The Company is authorized to issue 1,000,000 preference shares with such designations, voting
Warrants —
SARISSA CAPITAL ACQUISITION CORP.
NOTES TO CONDENSED FINANCIAL STATEMENTS
(UNAUDITED)
Note 7 — Shareholder’s Equity (cont)
If a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants is not effective by the 60th60th day after the closing of the initial 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, but the Company will use its best efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. The Public Warrants will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation.
March 31, 2022 | Quoted Prices In Active Markets (Level 1) | Significant Other Observable Inputs (Level 2) | Significant Other Unobservable Inputs (Level 3) | |||||||||||||
Description | ||||||||||||||||
Assets: | ||||||||||||||||
Marketable Securities held in Trust Account | $ | 200,030,402 | $ | 200,030,402 | $ | — | $ | — | ||||||||
Liabilities: | ||||||||||||||||
Warrant Liability – Public Warrants | $ | 2,398,000 | $ | 2,398,000 | $ | — | $ | — | ||||||||
Warrant Liability – Private Warrants | $ | 1,510,800 | $ | — | $ | — | $ | 1,510,800 |
December 31, 2021 | Quoted Prices In Active Markets (Level 1) | Significant Other Observable Inputs (Level 2) | Significant Other Unobservable Inputs (Level 3) | |||||||||||||
Description | ||||||||||||||||
Assets: | ||||||||||||||||
Marketable Securities held in Trust Account | $ | 200,014,811 | $ | 200,014,811 | $ | — | $ | — | ||||||||
Liabilities: | ||||||||||||||||
Warrant Liability – Public Warrants | $ | 6,333,333 | $ | 6,333,333 | $ | — | $ | — | ||||||||
Warrant Liability – Private Warrants | $ | 3,834,400 | $ | — | $ | — | $ | 3,834,400 |
As of March 31, 2022 | As of December 31, 2021 | |||||||
Share price | $ | 9.90 | $ | 9.79 | ||||
Strike price | $ | 11.50 | $ | 11.50 | ||||
Term (in years) | 5.28 | 5.41 | ||||||
Volatility | 5.2 | % | 14.5 | % | ||||
Risk-free rate | 2.42 | % | 1.30 | % | ||||
Dividend yield | 0.0 | % | 0.0 | % |
Warrant Liabilities | ||||
Fair Value at December 31, 2021 | $ | 3,834,400 | ||
Change in fair value | (2,323,600 | ) | ||
Fair Value at March 31, 2022 | $ | 1,510,800 | ||
Fair Value at December 31, 2020 | $ | 12,002,850 | ||
Change in fair value | (5,887,993 | ) | ||
Fair Value at March 31, 2021 | $ | 6,114,857 | ||
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The Company’s IPO was declared effective by the U.S. Securities and Exchange Commission (the “SEC”)SEC on October 20, 2020 (the “Effective Date”).2020. On October 23, 2020, the Company consummated the IPO of 20,000,000 units (the “Units”), including the issuance of 2,500,000 Units as a result of the underwriter’s partial exercise of its over-allotment option. Each Unit consists of one Class A ordinary share, $0.0001
As indicated in the accompanying unaudited condensed financial statements, as of September 30, 2020 we held no cash and deferred offering costs of $138,976. Further, we We expect to continue to incur significant costs in the pursuit of our acquisition plans. We cannot assure you that our plans to raise capital or to complete our initial business combination will be successful.
and Known Trends or Future Events
For the period from August 12, 2020 (inception) through September 30, 2020,three months ended March 31, 2022, we had a net lossincome of $3,793 which consisted$6,077,164. We incurred $197,360 of formation costs.
and operating costs, consisting mostly of general and administrative expenses. The Company also recorded a change in fair value of warrant liabilities of $6,258,933 and interest income of $15,591 earned form the Trust Account.
Subsequent to September 30, 2020, the registration statement for the Company’s IPO was declared effective by the U.S. Securities and Exchange Commission (the “SEC”) on October 20, 2020 (the “Effective Date”). On October 23, 2020, the Company consummated the IPO of 20,000,000 units (the “Units”), including the issuance of 2,500,000 Units as a result of the underwriter’s partial exercise of its over-allotment option. Each Unit consists of one Class A ordinary share, $0.0001 par value, and one-third of one redeemable warrant entitling its holder to purchase one Class A ordinary share at a price of $11.50 per share. The Units were sold at an offering price of $10.00 per Unit, generating gross proceeds of $200,000,000 (Note 3).
Simultaneously with the closing of the IPO, the Company consummated the private placement (“Sponsor Private Placement”) with the Sponsor of an aggregate of 3,333,333 warrants (“Sponsor Private Warrants”), each at a price of $1.50 per Sponsor Private Warrant, generating total proceeds of $5,000,000 and with the underwriter of an aggregate of 666,667 warrants (the “Cantor Private Warrants” and together with Sponsor Private Warrants, “Private Warrants”), each at a price of $1.50 per Cantor Private Warrant, generating total proceeds of $1,000,000, which is described in Note 4.
Transaction costs amounted to $11,622,157 consisting of $4,000,000 of underwriting discount, $7,000,000 of deferred underwriter’s fee and $622,157 of other offering costs. In addition, as of October 23, 2020, $1,457,597 of cash was held outside of the Trust Account and is$347,384 available for working capital purposes.
Followingneeds. All remaining cash held in the closingTrust Account is generally unavailable for the Company’s use, prior to an initial Business Combination, and is restricted for use either in a Business Combination or to redeem ordinary shares. As of March 31, 2022, none of the IPO on October 23, 2020, an amount in the trust account was available to be withdrawn as described above. Through March 31, 2022, the Company’s liquidity needs were satisfied through receipt of $200,000,000 ($10.00 per Unit)$25,000 from the net proceeds of the sale of the Units inFounder Shares and the remaining net proceeds from the IPO and the sale of private placement units.
In orderaccount as of March 31, 2022, will be sufficient to fund working capital deficiencies or finance transaction costs in connection with a Business Combination,allow the Sponsor or its affiliates may, but are not obligatedCompany to loan us funds as may be required. If we complete a Business Combination, we would repay such loaned amounts. Inoperate for at least the eventnext 12 months, assuming that a Business Combination doesis not close, we may use a portionconsummated during that time. Until consummation of our Business Combination, the working capitalCompany will be using the funds not held outsidein the Trust Account, and any additional Working Capital Loans (as defined in Note 5 to repay such loaned amounts but no proceedsour financial statements) from the initial shareholders, the Company’s officers and directors, or their respective affiliates (which is described in Note 5 to our Trust Account would be usedfinancial statements), for such repayment. Upidentifying and evaluating prospective acquisition candidates, performing business due diligence on prospective target businesses, traveling to $1,500,000and from the offices, plants or similar locations of such loans may be convertible into warrants identicalprospective target businesses, reviewing corporate documents and material agreements of prospective target businesses, selecting the target business to acquire and structuring, negotiating and consummating the Private Placement Warrants, at a price of $1.50 per warrant at the option of the lender.
We dobusiness combination.
Critical Accounting Policies
The preparation of condensed interimthis report. Our financial statements and related disclosureshave been prepared in conformityaccordance with accounting principles generally accepted in the United States of America requires(“GAAP”). Certain of our accounting policies require that management apply significant judgments in defining the appropriate assumptions integral to makefinancial estimates. On an ongoing basis, management reviews the accounting policies, assumptions, estimates and assumptionsjudgments to ensure that affectour financial statements are presented fairly and in accordance with GAAP. Judgments are based on historical experience, terms of existing contracts, industry trends and information available from outside sources, as appropriate. However, by their nature, judgments are subject to an inherent degree of uncertainty, and, therefore, actual results could differ from our estimates.
Recent accounting standards
of operations or cash flows.
Off-Balance Sheet Arrangements; Commitments and Contractual Obligations
As of September 30, 2020, we did not have any off-balance sheet arrangements as defined in Item 303(a) (4)(ii) of Regulation S-K and did not have any commitments or contractual obligations.
not effective, due to the material weakness in our internal control over financial reporting related to the Company’s accounting for complex financial instruments. As a result, we performed additional analysis as deemed necessary to ensure that our financial statements were prepared in accordance with U.S. generally accepted accounting principles. Accordingly, management believes that the financial statements included in this Form
There was
* | These certifications are furnished to the SEC pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and are deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall they be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing. |
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SIGNATURE
Dated: | SARISSA CAPITAL ACQUISITION CORP. | |||||||
By: | /s/ Alexander Denner | |||||||
Name: | Alexander Denner | |||||||
Title: | Chairman of the Board of Directors and Chief Executive Officer (Principal Executive Officer) | |||||||
Dated: | SARISSA CAPITAL ACQUISITION CORP. | |||||||
By: | /s/ Patrice Bonfiglio | |||||||
Name: | Patrice Bonfiglio | |||||||
Title: | Chief Financial Officer (Principal Financial and Accounting Officer) |