| Delaware (State or other jurisdiction of incorporation or organization) | | | 6770 (Primary Standard Industrial Classification Code Number) | | | 86-1403778 (I.R.S. Employer Identification No.) | |
| Jocelyn Arel Daniel J. Espinoza Yasin E. Akbari Janet Hsueh Goodwin Procter LLP 100 Northern Avenue Boston, MA 02210 Tel: (617) 570-1000 | | | Christian O. Nagler Sean T. Wheeler, P.C. Kirkland & Ellis LLP 601 Lexington Avenue New York, New York 10022 Tel: (212) 446-4800 | |
| Large accelerated filer ☐ | | | Accelerated filer ☐ | | | Non-accelerated filer ☒ | | | Smaller reporting company ☒ | |
| | | | | | | | | | Emerging growth company ☒ | |
Title of Each Class of Security Being Registered | | Amount Being Registered | | Proposed Maximum Offering Price per Security(1) | | Proposed Maximum Aggregate Offering Price(1) | | Amount of Registration Fee | | | Amount Being Registered | | Proposed Maximum Offering Price per Security(1) | | Proposed Maximum Aggregate Offering Price(1) | | Amount of Registration Fee | | ||||||||||||||||||||||||||
SAILSM securities, each consisting of one share of Class A common stock, $0.0001 par value, and one-fifth of one redeemable warrant (2) | | 57,500,000 SAILSM securities | | | $ | 10.00 | | | | $ | 575,000,000 | | | | $ | 62,733 | | | | 57,500,000 SAILSM securities | | | $ | 10.00 | | | | $ | 575,000,000 | | | | $ | 62,733 | | | ||||||||
Shares of Class A common stock included as part of the SAILSM securities (3) | | 7,500,000 shares | | | | — | | | | | — | | | | | —(4) | | | | 7,500,000 shares | | | | — | | | | | — | | | | | —(4) | | | ||||||||
Redeemable warrants included as part of the SAIL SM securities (3) | | 11,500,000 warrants | | | | — | | | | | — | | | | | —(4) | | | | 11,500,000 warrants | | | | — | | | | | — | | | | | —(4) | | | ||||||||
Total | | | | | | | | | | $ | 575,000,000 | | | | $ | 62,733 | | | | | | | | | | | | $ | 575,000,000 | | | | $ | 62,733(5) | | |
| | | Per SAILSM security | | | Total | | ||||||
Public offering price | | | | $ | 10.00 | | | | | $ | 500,000,000 | | |
Underwriting discounts and commissions(1) | | | | $ | 0.55 | | | | | $ | 27,500,000 | | |
Proceeds, before expenses, to us | | | | $ | 9.45 | | | | | $ | 472,500,000 | | |
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Attribute | | | Conventional SPAC (Founder Shares) | | | SAILSM Alignment Shares | |
Alignment Shares | | | • N/A–no performance based alignment shares in the traditional structure • In conventional SPAC structure, 20% of all shares issued and outstanding at IPO granted to sponsor, which converts to Class A shares immediately upon the completion of the business combination | | | • Alignment shares equal to 5% of capital raised at IPO granted to the sponsor and the foundation • 10% tranche of alignment shares to convert annually to Class A shares for 10 years following combination, converted at a variable amount contingent on price performance: • On the first 30% performance, conversion shares will be 20% of the increase in the sum of (i) the VWAP, calculated in accordance with “Description of Securities-Volume weighted average price” below of one share of Class A common stock, and (ii) the amount per share of any dividends or distributions paid during such measurement period (such sum, the “Total Return”), but in respect of the increase above the relevant Price Threshold (as defined below), multiplied by the sum (such sum (as proportionally adjusted to give effect to any stock splits, stock capitalizations, stock combinations, stock dividends, reorganizations, recapitalizations or any such similar transactions), the “Closing Share Count”) of (x) the number of shares of Class A common stock outstanding immediately after the closing of this offering and (y) if in connection with the initial business combination there are issued any shares of Class A shares or PIPE Securities (as defined below), the number of shares of Class A common stock so issued and the maximum number of shares of Class A common stock issuable (whether settled in shares or in cash) upon conversion or exercise of such PIPE Securities, divided by the Total Return • Above the first 30% performance, conversion shares will be 30% of the increase in Total Return of one Class A share (all else calculated same) • The “Price Threshold” will initially equal $10.00 for the first measurement period (as defined below) completion of the initial and will thereafter be adjusted at the beginning of each subsequent measurement period to be equal to the greater of (i) the VWAP for the immediately preceding fiscal year and (ii) the Price Threshold for the previous measurement period (in each case, as proportionally adjusted to give effect to any stock splits, stock capitalizations, stock combinations, stock dividends, reorganizations, recapitalizations or any such similar transactions) | |
Attribute | | | Conventional SPAC (Founder Shares) | | | SAILSM Alignment Shares | |
Illustrative Sample Sponsor Economics | | | • 50,000,000 units offered at IPO implies 12,500,000 founder shares granted to sponsor, which converts to Class A shares immediately upon completion of the business combination ($125,000,000 value) | | | • 50,000,000 SAILSM securities offered at IPO implies 2,500,000 alignment shares granted to sponsor • No conversion to Class A shares immediately upon merger completion • In the case of 20% Total Return appreciation in the measurement period following the completion of the business combination, assuming a Closing Share Count of 50,000,000 (comprised of 50,000,000 Class A shares included as part of the SAILSM securities in this offering and no Class A shares issued subsequent to this offering, with such figures provided for illustrative purposes only) 10% of alignment shares (250,000 shares) will convert to 1,666,667 Class A shares ($20,000,000 value) • For a more detailed sample calculation see “Description of Securities—Alignment Shares” | |
Alignment with stakeholders | | | • Sponsor’s incentives are not well-aligned with stakeholders (downside gains create misalignment with investors, seller dilution creates misalignment with existing holders) | | | • Sponsor’s incentives are aligned with all stakeholders and rewards long-term performance | |
| | | January 20, 2021 | | |||
Balance Sheet Data: | | | | | | | |
Working capital (deficiency) | | | | $ | — | | |
Total assets | | | | $ | 320,000 | | |
Total liabilities | | | | $ | 300,000 | | |
Stockholders’ equity | | | | $ | 20,000 | | |
Gross proceeds | | | Without Over- allotment Option | | | Over-allotment Option Exercised | | ||||||
Gross proceeds from SAILSM securities offered to public(1) | | | | $ | 500,000,000 | | | | | $ | 575,000,000 | | |
Gross proceeds from private placement warrants offered in the private placement | | | | | 17,000,000 | | | | | | 18,500,000 | | |
Total gross proceeds | | | | $ | 517,000,000 | | | | | $ | 593,500,000 | | |
Underwriting commissions (2.0% of gross proceeds from SAILSM securities offered to public, excluding deferred portion)(3) | | | | $ | 10,000,000 | | | | | $ | 11,500,000 | | |
Estimated offering expenses(2) | | | | | | | | | | | | | |
Legal fees and expenses | | | | | 500,000 | | | | | | 500,000 | | |
Printing and engraving expenses | | | | | 40,000 | | | | | | 40,000 | | |
Accounting fees and expenses | | | | | 42,000 | | | | | | 42,000 | | |
SEC/FINRA Expenses | | | | | 149,483 | | | | | | 149,483 | | |
Travel and road show | | | | | 25,000 | | | | | | 25,000 | | |
Nasdaq listing and filing fees | | | | | 85,000 | | | | | | 85,000 | | |
Director & Officer liability insurance premiums | | | | | 1,600,000 | | | | | | 1,600,000 | | |
Miscellaneous | | | | | 58,517 | | | | | | 58,517 | | |
Total estimated offering expenses | | | | $ | 2,500,000 | | | | | $ | 2,500,000 | | |
Proceeds after estimated reimbursed offering expenses | | | | $ | 504,500,000 | | | | | $ | 579,500,000 | | |
Held in trust account(3) | | | | $ | 500,000,000 | | | | | $ | 575,000,000 | | |
% of public offering size | | | | | 100% | | | | | | 100% | | |
Not held in trust account | | | | $ | 4,500,000 | | | | | $ | 4,500,000 | | |
| | | Amount | | | % of Total | | ||||||
Legal, accounting, due diligence, travel, and other expenses in connection with any business combination(6) | | | | | 1,860,000 | | | | | | 41.3% | | |
Legal and accounting fees related to regulatory reporting obligations | | | | | 150,000 | | | | | | 3.3% | | |
Payment for office space, administrative and support services | | | | | 240,000 | | | | | | 5.3% | | |
Reserve for liquidation expenses | | | | | 100,000 | | | | | | 2.2% | | |
Nasdaq continued listing fees | | | | | 75,000 | | | | | | 1.7% | | |
Director compensation | | | | | 2,000,000 | | | | | | 44.4% | | |
Working capital to cover miscellaneous expenses and reserves | | | | | 75,000 | | | | | | 1.7% | | |
Total | | | | $ | 4,500,000 | | | | | | 100.0% | | |
| | | Without Over-allotment | | | With Over-allotment | | ||||||
Public offering price | | | | $ | 10.00 | | | | | $ | 10.00 | | |
Net tangible book value before this offering | | | | | 0.00 | | | | | | 0.00 | | |
Increase attributable to public stockholders | | | | | 1.16 | | | | | | 1.01 | | |
Pro forma net tangible book value after this offering and the sale of the private placement warrants | | | | | 1.16 | | | | | | 1.01 | | |
Dilution to public stockholders | | | | $ | 8.84 | | | | | $ | 8.99 | | |
Percentage of dilution to public stockholders | | | | | 88.4% | | | | | | 89.9% | | |
| | | Shares Purchased | | | Total Consideration | | | Average Price per share | | |||||||||||||||||||||
| | | Number | | | Percentage | | | Amount | | | Percentage | | ||||||||||||||||||
Initial Stockholders(1)(2) | | | | | 2,500,000 | | | | | | 4.76% | | | | | $ | 25,000 | | | | | | 0.005% | | | | | $ | 0.01 | | |
Public stockholders | | | | | 50,000,000 | | | | | | 95.24% | | | | | | 500,000,000 | | | | | | 99.995% | | | | | $ | 10.00 | | |
| | | | | 52,500,000 | | | | | | 100.00% | | | | | $ | 500,025,000 | | | | | | 100.00% | | | | | | | | |
| | | Without Over- allotment | | | With Over-allotment | | ||||||
Numerator: | | | | | | | | | | | | | |
Net tangible book deficit before this offering | | | | $ | — | | | | | $ | — | | |
Net proceeds from this offering and sale of the private placement warrants(1) | | | | | 504,500,000 | | | | | | 579,500,000 | | |
Plus: Offering costs paid in advance, excluded from tangible book value before this offering | | | | | 20,000 | | | | | | 20,000 | | |
Less: Deferred underwriting commissions | | | | | (17,500,000) | | | | | | (20,125,000) | | |
Less: Proceeds held in trust subject to redemption(2) | | | | | (482,019,990) | | | | | | (554,394,990) | | |
| | | | $ | 5,000,010 | | | | | $ | 5,000,010 | | |
Denominator: | | | | | | | | | | | | | |
Class B common stock outstanding prior to this offering(3) | | | | | 2,875,000 | | | | | | 2,875,000 | | |
Class B common stock forfeited if over-allotment is not exercised | | | | | (375,000) | | | | | | — | | |
Class A common stock included in the SAILSM securities offered | | | | | 50,000,000 | | | | | | 57,500,000 | | |
Less: Shares subject to redemption | | | | | (48,201,999) | | | | | | (55,439,499) | | |
| | | | | 4,298,001 | | | | | | 4,935,501 | | |
| | | January 20, 2021 | | |||||||||
| | | Actual | | | As Adjusted(1) | | ||||||
Note payable to related party(2) | | | | $ | 275,000 | | | | | $ | — | | |
Deferred underwriting commissions | | | | | — | | | | | | 17,500,000 | | |
Class A common stock subject to possible redemption; -0- and 48,201,999 shares, actual and as adjusted, respectively | | | | | — | | | | | | 482,019,990 | | |
Stockholders’ equity: | | | | | | | | | | | | | |
Preferred stock, $0.0001 par value, 1,000,000 and 10,000,000 shares authorized actual and as adjusted, respectively; none issued and outstanding, actual and as adjusted | | | | | | | | | | | | | |
Class A common stock, $0.0001 par value, 80,000,000 and 700,000,000 shares authorized actual and as adjusted, respectively; -0- and 1,798,001 shares issued and outstanding (excluding -0- and 48,201,999 shares subject to possible redemption), actual and as adjusted, respectively(3) | | | | | — | | | | | | 180 | | |
Class B common stock, $0.0001 par value, 19,000,000 and 20,000,000 shares authorized actual and as adjusted, respectively; 2,875,000 and 2,500,000 shares issued and outstanding, actual and as adjusted, respectively | | | | | 288 | | | | | | 250 | | |
Additional paid-in capital | | | | | 24,712 | | | | | | 5,004,580 | | |
Accumulated deficit | | | | | (5,000) | | | | | | (5,000) | | |
Total stockholders’ equity | | | | $ | 20,000 | | | | | $ | 5,000,010 | | |
Total capitalization | | | | $ | 295,000 | | | | | $ | 504,520,000 | | |
| | | | Redemptions in Connection with Our Initial Business Combination | | | Other Permitted Purchases of Public Shares by Our Affiliates | | | Redemptions if We Fail to Complete an Initial Business Combination | |
| Calculation of redemption price | | | Redemptions at the time of our initial business combination may be made pursuant to a tender offer or in connection with a stockholder vote. The redemption price will be | | | If we seek stockholder approval of our initial business combination, our initial stockholders, directors, officers, advisors or their affiliates may purchase shares in privately | | | If we do not complete our initial business combination within 24 months from the closing of this offering (or such later date as approved by holders of a majority of shares of our | |
| | | | Redemptions in Connection with Our Initial Business Combination | | | Other Permitted Purchases of Public Shares by Our Affiliates | | | Redemptions if We Fail to Complete an Initial Business Combination | |
| | | | the same whether we conduct redemptions pursuant to a tender offer or in connection with a stockholder vote. In either case, our public stockholders may redeem their public shares for cash equal to the aggregate amount then on deposit in the trust account calculated as of two business days prior to the consummation of the initial business combination (which is initially anticipated to be $10.00 per public share), including interest earned on the funds held in the trust account and not previously released to us to pay our taxes, if any, divided by the number of the then-outstanding public shares, subject to the limitation that no redemptions will take place if all of the redemptions would cause our net tangible assets to be less than $5,000,001. | | | negotiated transactions or in the open market either prior to or following completion of our initial business combination. There is no limit to the prices that our initial stockholders, directors, officers, advisors or their affiliates may pay in these transactions. If they engage in such transactions, they will be restricted from making any such purchases when they are in possession of any material nonpublic information not disclosed to the seller or if such purchases are prohibited by Regulation M under the Exchange Act. We do not currently anticipate that such purchases, if any, would constitute a tender offer subject to the tender offer rules under the Exchange Act or a going-private transaction subject to the going-private rules under the Exchange Act; however, if the purchasers determine at the time of any such purchases that the purchases are subject to such rules, the purchasers will be required to comply with such rules. | | | outstanding common stock that are voted at a meeting to extend such date, voting together as a single class), we will redeem all public shares at a per-share price, payable in cash, equal to the aggregate amount, then on deposit in the trust account (which is initially anticipated to be $10.00 per share), including interest earned on the funds held in the trust account (net of permitted withdrawals and up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares. | |
| Impact to remaining stockholders | | | The redemptions in connection with our initial business combination will reduce the book value per share for our remaining stockholders, who will | | | If the permitted purchases described above are made, there would be no impact to our remaining stockholders because the purchase price | | | The redemption of our public shares if we fail to complete our initial business combination will reduce the book value per share for the shares held by our initial | |
| | | | Redemptions in Connection with Our Initial Business Combination | | | Other Permitted Purchases of Public Shares by Our Affiliates | | | Redemptions if We Fail to Complete an Initial Business Combination | |
| | | | bear the burden of the interest withdrawn in order to pay our taxes (to the extent not paid from amounts accrued as interest on the funds held in the trust account). | | | | | |
| | | Terms of Our Offering | | | Terms Under a Rule 419 Offering | |
Escrow of offering proceeds | | | $500,000,000 of the net proceeds of this offering and the sale of the private placement warrants will be deposited into a trust account located in the United States at J.P. Morgan Chase Bank, N.A. with Continental Stock Transfer & Trust Company acting as trustee. | | | $445,500,000 of the offering proceeds, would be required to be deposited into either an escrow account with an insured depositary institution or in a separate bank account established by a broker-dealer in which the broker-dealer acts as trustee for persons having the beneficial interests in the account. | |
Investment of net proceeds | | | $500,000,000 of the net proceeds of this offering and the sale of the private placement warrants held in trust will be invested only in U.S. government treasury obligations with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury obligations. | | | Proceeds could be invested only in specified securities such as a money market fund meeting conditions of the Investment Company Act or in securities that are direct obligations of, or obligations guaranteed as to principal or interest by, the United States. | |
Receipt of interest on escrowed funds | | | Interest income (if any) on proceeds from the trust account to be paid to stockholders is reduced by (i) any taxes paid or payable and (ii) in the event of our liquidation for failure to complete our initial business combination within the allotted time, up to $100,000 of net interest that may be released to us should we have no or insufficient working capital to fund the costs | | | Interest income on funds in escrow account would be held for the sole benefit of investors, unless and only after the funds held in escrow were released to us in connection with our completion of a business combination. | |
| | | Terms of Our Offering | | | Terms Under a Rule 419 Offering | |
| | | and expenses of our dissolution and liquidation. | | | | |
Limitation on fair value or net assets of target business | | | Our initial business combination must occur with one or more target businesses that together have an aggregate fair market value of at least 80% of our assets held in the trust account (excluding the amount of deferred underwriting discounts held in trust and taxes payable on |
the income earned on the trust account) at the time of signing the agreement to enter into the initial business combination. | | | | ||||
Trading of securities issued | | | The SAILSM securities are expected to begin trading on or promptly after the date of this prospectus. The shares of Class A common stock and warrants comprising the SAILSM securities will begin separate trading on the 52nd day following the date of this prospectus unless Morgan Stanley & Co. LLC informs us of its decision to allow earlier separate trading, subject to our having filed the Current Report on Form 8-K described below and having issued a press release announcing when such separate trading will begin. We will file the Current Report on Form 8-K promptly after the closing of this offering. If the over-allotment option is exercised following the initial filing of such Current Report on Form 8-K, a second or amended Current Report on Form 8-K will be filed to provide updated financial information to reflect the exercise of the over-allotment option. The SAILsm securities will automatically separate into their component parts and will not be traded after completion of our initial business combination. | | | No trading of the SAILSM securities or the underlying shares of Class A common stock and warrants would be permitted until the completion of a business combination. During this period, the securities would be held in the escrow or trust account. | |
Exercise of the warrants | | | The warrants cannot be exercised until the later of 30 days after the completion of our initial business combination and twelve months | | | The warrants could be exercised prior to the completion of a business combination, but securities received and cash paid in | |
| | | Terms of Our Offering | | | Terms Under a Rule 419 Offering | |
| | | from the closing of this offering. | | | connection with the exercise would be deposited in the escrow or trust account. | |
Election to remain an investor | | | We will provide our public stockholders with the opportunity to redeem their public shares for cash at a per share price equal to the aggregate amount then on deposit in the trust account calculated as of two business days prior to the |
consummation of our initial business combination, including interest earned on the funds held in the trust account (net of permitted withdrawals and up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, upon the completion of our initial business combination, subject to the limitations described herein. We may not be required by law to hold a stockholder vote. If we are not required by law and do not otherwise decide to hold a stockholder vote, we will, pursuant to our amended and restated certificate of incorporation, conduct the redemptions pursuant to the tender offer rules of the SEC and file tender offer documents with the SEC which will contain substantially the same financial and other information about the initial business combination and the redemption rights as is required under the SEC’s proxy rules. If, however, we hold a stockholder vote, we will, like many blank check companies, offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If we seek stockholder approval, we will complete our initial business combination only if a majority of the shares of common stock voted are voted in favor of the | | | A prospectus containing information pertaining to the business combination required by the SEC would be sent to each investor. Each investor would be given the opportunity to notify the company in writing, within a period of no less than 20 business days and no more than 45 business days from the effective date of a post-effective amendment to the company’s registration statement, to decide if he, she or it elects to remain a stockholder of the company or require the return of his, her or its investment. If the company has not received the notification by the end of the 45th business day, funds and interest or dividends, if any, held in the trust or escrow account are automatically returned to the stockholder. Unless a sufficient number of investors elect to remain investors, all funds on deposit in the escrow account must be returned to all of the investors and none of the securities are issued. | | |||
| | | Terms of Our Offering | | | Terms Under a Rule 419 Offering | |
| | | initial business combination. Additionally, each public stockholder may elect to redeem their public shares irrespective of whether they vote for or against the proposed transaction. | | | | |
Business combination deadline | | | If we have not consummated an initial business combination within 24 months from the closing of this offering (or such later date as approved by holders of a majority of shares of our outstanding common stock that are voted at a meeting to extend such date, voting together as a single class), we 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 100% of 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 earned on the funds held in the trust account and not previously released to us to pay our taxes, if any (less up to $100,000 of interest to pay dissolution expenses) divided by the number of the then-outstanding public shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidation distributions, if any); and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining stockholders and our board of directors, liquidate and dissolve, subject in each case to our obligations under Delaware law to provide for claims of creditors and in all cases subject to the requirements of other applicable law. | | | If an acquisition has not been completed within 18 months after the effective date of the company’s registration statement, funds held in the trust or escrow account are returned to investors. | |
Release of funds | | | Except for the withdrawal of interest income (if any) to pay our taxes, if any, none of the | | | The proceeds held in the escrow account are not released until the earlier of the completion of a | |
| | | Terms of Our Offering | | | Terms Under a Rule 419 Offering | |
| | | funds held in trust will be released from the trust account until the earliest of (i) the completion of our initial business combination, (ii) the redemption of our public shares if we do not complete our initial business combination within 24 months from the closing of this offering (or such later date as approved by holders of a majority of shares of our |
outstanding common stock that are voted at a meeting to extend such date, voting together as a single class), subject to applicable law, and (iii) the redemption of our public shares properly submitted in connection with a stockholder vote to approve an amendment to our amended and restated certificate of incorporation to modify the substance or timing of our obligation to redeem 100% of our public shares if we have not consummated an initial business combination within 24 months from the closing of this offering (or such later date as approved by holders of a majority of shares of our outstanding common stock that are voted at a meeting to extend such date, voting together as a single class) or with respect to any other material provisions relating to stockholders’ rights or pre-initial business combination activity. | | | | ||||
Delivering stock certificates in connection with the exercise of redemption rights | | | We intend to require our public stockholders seeking to exercise their redemption rights, whether they are record holders or hold their shares in “street name,” to, at the holder’s option, either deliver their stock certificates to our transfer agent or deliver their shares to our transfer agent electronically using the DWAC System, prior to the date set forth in the proxy materials or tender offer documents, as applicable. In the case of proxy materials, this date may be up to two business | | | Many blank check companies provide that a stockholder can vote against a proposed initial business combination and check a box on the proxy card indicating that such stockholder is seeking to exercise its redemption rights. After the initial business combination is approved, the company would contact such stockholder to arrange for delivery of its share certificates to verify ownership. | |
| | | Terms of Our Offering | | | Terms Under a Rule 419 Offering | |
| | | days prior to the date on which the vote on the proposal to approve the initial business combination is to be held. In addition, if we conduct redemptions in connection with a stockholder vote, we intend to require a public stockholder seeking redemption of its public shares to also submit a written request for redemption to our transfer agent two business days prior to the initially scheduled vote in which the name and other identifying information of the beneficial owner of such shares is included. | | | | |
Limitation on redemption rights of stockholders holding more than 15% of the shares sold in this offering if we hold a stockholder vote | | | If we seek stockholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our amended and restated certificate of incorporation provides 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 Exchange Act), will be restricted from seeking redemption rights with respect to Excess Shares, without our prior consent. However, we would not restrict our stockholders’ ability to vote all of their shares (including Excess Shares) for or against our initial business combination. | | | Many blank check companies provide no restrictions on the ability of stockholders to redeem shares based on the number of shares held by such stockholders in connection with an initial business combination. | |
Name | | | Age | | | Position | | |||
Jay Markowitz, M.D. | | | | | 58 | | | | Chief Executive Officer | |
Mark McDonnell | | | | | 52 | | | | Chief Financial Officer | |
Jason Doren | | | | | 51 | | | | Chief Administrative Officer | |
Evan Sotiriou | | | | | 46 | | | | Chief Operating Officer | |
Jeff Leiden, M.D., Ph.D. | | | | | 65 | | | | Chairman | |
Kris Engskov | | | | | 49 | | | | Director | |
Catherine Friedman | | | | | 60 | | | | Director | |
Robert Nelsen | | | | | 57 | | | | Director | |
Jennifer Schneider, M.D. | | | | | 45 | | | | Director | |
Hemant Taneja | | | | | 45 | | | | Director | |
Individual | | | Entity | | | Entity’s Business | | | Affiliation | |
Evan Sotiriou | | | Catalyst Partners Acquisition Corp. | | | Investment | | | Chief Operating Officer | |
| | | Health Assurance Acquisition Corp. | | | Investment | | | Chief Operating Officer | |
| | | General Catalyst(1) | | | Asset Management | | | Senior Management | |
Jason Doren | | | ARCH(1) | | | Venture Capital | | | General Counsel | |
Jay Markowitz, M.D. | | | ARCH(1) | | | Venture Capital | | | Senior Partner | |
Mark McDonnell | | | ARCH(1) | | | Venture Capital | | | Managing Director, Chief Financial and Chief Administrative Officer | |
Hemant Taneja | | | General Catalyst(1) | | | Asset Management | | | Managing Director | |
| | | Commure | | | Health Care | | | Founder and Executive Chairman | |
| | | Health Assurance Acquisition Corp. | | | Investment | | | Chairman and Chief Executive Officer | |
| | | Advanced Energy Economy | | | Energy | | | Co-Founder | |
| | | Stanford School of Medicine | | | Education | | | Member of Board of Fellows | |
| | | ClassDojo, Inc. | | | Education Technology | | | Director | |
| | | Coda Project, Inc. | | | Software | | | Director | |
| | | Corvia Medical, Inc. | | | Health Care | | | Director | |
| | | ThoughtSpot, Inc. | | | Software | | | Director | |
| | | Grammarly, Inc. | | | Technology | | | Director | |
| | | Color Genomics, Inc. | | | Genomic Testing | | | Director | |
| | | Angle Technologies, Inc. | | | Technology | | | Director | |
| | | Spring Discovery, Inc. | | | Technology | | | Director | |
| | | Fundbox, LTD | | | Small Business Funding | | | Director | |
| | | Hello Digit, Inc. | | | Software | | | Director | |
| | | Samsara Networks, Inc. | | | Software | | | Director | |
| | | Mindstrong, Inc. | | | Health Care | | | Director | |
| | | ZenPayroll, Inc. | | | Payroll | | | Director | |
| | | Salus Health, Inc. | | | Health Care | | | Director | |
| | | Valencia Data, Inc. | | | Software | | | Director | |
| | | Ro Health | | | Health Care | | | Director | |
| | | Teladoc Health Inc. | | | Telehealth | | | Director | |
Individual | | | Entity | | | Entity’s Business | | | Affiliation | |
Robert Nelsen | | | ARCH(1) | | | Venture Capital | | | Co-Founder and Managing Director | |
| Vir Bio | | | Health Care | | | Director | | ||
| GRAIL | | | Health Care | | | Director | | ||
| Sana Biotechnology | | | Health Care | | | Director | | ||
| Beam Therapeutics | | | Health Care | | | Director | | ||
| Denali Therapeutics | | | Health Care | | | Director | | ||
| Hua Medicine | | | Health Care | | | Chairman |
| ||||||||||
Catherine Friedman | | | Altaba Radius Health Seer Lyell Immunopharma GRAIL | | | Investment Health Care Health Care Health Care Health Care | | | Director Director Director Director Director | |
Jeff Leiden, M.D., Ph.D. | | | Vertex Pharmaceuticals | | | Health Care | | | Director and Executive Chairman | |
| Mass Mutual Life Insurance | | | Insurance | | | Director | | ||
| Tmunity | | | Health Care | | | Director | | ||
| Casana | | | Health Care | | | Director | | ||
| Clarus Ventures, LLC | | | Investment | | | Senior Scientific Advisor | | ||
Jennifer Schneider, M.D. | | | Health Assurance Acquisition Corp. Cityblock Maven Health | | | Investment Health Care Health Care | | | Director Director Advisor | |
Kris Engskov | | | Aegis Health | | | Health Care | | | President | |
Name and Address of Beneficial Owner(1) | | | Number of Shares Beneficially Owned(2) | | | Approximate Percentage of Issued and Outstanding Common Stock | | ||||||||||||
| Before Offering | | | After Offering | | ||||||||||||||
REV Sponsor LLC | | | | | 2,731,250 | | | | | | 95% | | | | | | 4.57% | | |
Health Assurance Economy Foundation | | | | | 143,750 | | | | | | 5% | | | | | | * | | |
Jay Markowitz, M.D. | | | | | — | | | | | | — | | | | | | — | | |
Mark McDonnell | | | | | — | | | | | | — | | | | | | — | | |
Jason Doren | | | | | — | | | | | | — | | | | | | — | | |
Evan Sotiriou | | | | | — | | | | | | — | | | | | | — | | |
Kris Engskov | | | | | — | | | | | | — | | | | | | — | | |
Catherine Friedman | | | | | — | | | | | | — | | | | | | — | | |
Jeff Leiden, M.D., Ph.D. | | | | | — | | | | | | — | | | | | | — | | |
Robert Nelsen | | | | | — | | | | | | — | | | | | | — | | |
Jennifer Schneider, M.D. | | | | | — | | | | | | — | | | | | | — | | |
Hemant Taneja | | | | | — | | | | | | — | | | | | | — | | |
All officers and directors as a group (10 individuals) | | | | | — | | | | | | — | | | | | | — | | |
Price Threshold ($) | | | Total Return ($) | | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| $8.00 | | | $9.00 | | | $10.00 | | | $11.00 | | | $12.00 | | | $13.00 | | | $14.00 | | | $15.00 | | | $16.00 | | | $17.00 | | ||||||||||||||||||||||||||||||||
$10.00 | | | | | 2,500 | | | | | | 2,500 | | | | | | 2,500 | | | | | | 1,818,181 | | | | | | 3,333,333 | | | | | | 4,615,384 | | | | | | 6,428,571 | | | | | | 8,000,000 | | | | | | 9,375,000 | | | | | | 10,588,235 | | |
$10.50 | | | | | 2,500 | | | | | | 2,500 | | | | | | 2,500 | | | | | | 909,090 | | | | | | 2,500,000 | | | | | | 3,846,153 | | | | | | 5,250,000 | | | | | | 6,900,000 | | | | | | 8,343,750 | | | | | | 9,617,647 | | |
$11.00 | | | | | 2,500 | | | | | | 2,500 | | | | | | 2,500 | | | | | | 2,500 | | | | | | 1,666,666 | | | | | | 3,076,923 | | | | | | 4,285,714 | | | | | | 5,800,000 | | | | | | 7,312,500 | | | | | | 8,647,058 | | |
$11.50 | | | | | 2,500 | | | | | | 2,500 | | | | | | 2,500 | | | | | | 2,500 | | | | | | 833,333 | | | | | | 2,307,692 | | | | | | 3,571,428 | | | | | | 4,700,000 | | | | | | 6,281,250 | | | | | | 7,676,470 | | |
$12.00 | | | | | 2,500 | | | | | | 2,500 | | | | | | 2,500 | | | | | | 2,500 | | | | | | 2,500 | | | | | | 1,538,461 | | | | | | 2,857,142 | | | | | | 4,000,000 | | | | | | 5,250,000 | | | | | | 6,705,882 | | |
$12.50 | | | | | 2,500 | | | | | | 2,500 | | | | | | 2,500 | | | | | | 2,500 | | | | | | 2,500 | | | | | | 769,230 | | | | | | 2,142,857 | | | | | | 3,333,333 | | | | | | 4,375,000 | | | | | | 5,735,294 | | |
$13.00 | | | | | 2,500 | | | | | | 2,500 | | | | | | 2,500 | | | | | | 2,500 | | | | | | 2,500 | | | | | | 2,500 | | | | | | 1,428,571 | | | | | | 2,666,666 | | | | | | 3,750,000 | | | | | | 4,764,705 | | |
$13.50 | | | | | 2,500 | | | | | | 2,500 | | | | | | 2,500 | | | | | | 2,500 | | | | | | 2,500 | | | | | | 2,500 | | | | | | 714,285 | | | | | | 2,000,000 | | | | | | 3,125,000 | | | | | | 4,117,647 | | |
$14.00 | | | | | 2,500 | | | | | | 2,500 | | | | | | 2,500 | | | | | | 2,500 | | | | | | 2,500 | | | | | | 2,500 | | | | | | 2,500 | | | | | | 1,333,333 | | | | | | 2,500,000 | | | | | | 3,529,411 | | |
$14.50 | | | | | 2,500 | | | | | | 2,500 | | | | | | 2,500 | | | | | | 2,500 | | | | | | 2,500 | | | | | | 2,500 | | | | | | 2,500 | | | | | | 666,666 | | | | | | 1,875,000 | | | | | | 2,941,176 | | |
$15.00 | | | | | 2,500 | | | | | | 2,500 | | | | | | 2,500 | | | | | | 2,500 | | | | | | 2,500 | | | | | | 2,500 | | | | | | 2,500 | | | | | | 2,500 | | | | | | 1,250,000 | | | | | | 2,352,941 | | |
$15.50 | | | | | 2,500 | | | | | | 2,500 | | | | | | 2,500 | | | | | | 2,500 | | | | | | 2,500 | | | | | | 2,500 | | | | | | 2,500 | | | | | | 2,500 | | | | | | 625,000 | | | | | | 1,764,705 | | |
$16.00 | | | | | 2,500 | | | | | | 2,500 | | | | | | 2,500 | | | | | | 2,500 | | | | | | 2,500 | | | | | | 2,500 | | | | | | 2,500 | | | | | | 2,500 | | | | | | 2,500 | | | | | | 1,176,470 | | |
$16.50 | | | | | 2,500 | | | | | | 2,500 | | | | | | 2,500 | | | | | | 2,500 | | | | | | 2,500 | | | | | | 2,500 | | | | | | 2,500 | | | | | | 2,500 | | | | | | 2,500 | | | | | | 588,235 | | |
$17.00 | | | | | 2,500 | | | | | | 2,500 | | | | | | 2,500 | | | | | | 2,500 | | | | | | 2,500 | | | | | | 2,500 | | | | | | 2,500 | | | | | | 2,500 | | | | | | 2,500 | | | | | | 2,500 | | |
$17.50 | | | | | 2,500 | | | | | | 2,500 | | | | | | 2,500 | | | | | | 2,500 | | | | | | 2,500 | | | | | | 2,500 | | | | | | 2,500 | | | | | | 2,500 | | | | | | 2,500 | | | | | | 2,500 | | |
$18.00 | | | | | 2,500 | | | | | | 2,500 | | | | | | 2,500 | | | | | | 2,500 | | | | | | 2,500 | | | | | | 2,500 | | | | | | 2,500 | | | | | | 2,500 | | | | | | 2,500 | | | | | | 2,500 | | |
$18.50 | | | | | 2,500 | | | | | | 2,500 | | | | | | 2,500 | | | | | | 2,500 | | | | | | 2,500 | | | | | | 2,500 | | | | | | 2,500 | | | | | | 2,500 | | | | | | 2,500 | | | | | | 2,500 | | |
$19.00 | | | | | 2,500 | | | | | | 2,500 | | | | | | 2,500 | | | | | | 2,500 | | | | | | 2,500 | | | | | | 2,500 | | | | | | 2,500 | | | | | | 2,500 | | | | | | 2,500 | | | | | | 2,50 | | |
$19.50 | | | | | 2,500 | | | | | | 2,500 | | | | | | 2,500 | | | | | | 2,500 | | | | | | 2,500 | | | | | | 2,500 | | | | | | 2,500 | | | | | | 2,500 | | | | | | 2,500 | | | | | | 2,500 | | |
$20.00 | | | | | 2,500 | | | | | | 2,500 | | | | | | 2,500 | | | | | | 2,500 | | | | | | 2,500 | | | | | | 2,500 | | | | | | 2,500 | | | | | | 2,500 | | | | | | 2,500 | | | | | | 2,500 | | |
Price Threshold ($) | | | Total Return ($) | | |||||||||||||||||||||||||||||||||||||||||||||
| $18.00 | | | $19.00 | | | $20.00 | | | $21.00 | | | $22.00 | | | $23.00 | | | $24.00 | | | $25.00 | | ||||||||||||||||||||||||||
$10.00 | | | | | 11,666,666 | | | | | | 12,631,578 | | | | | | 13,500,000 | | | | | | 14,285,714 | | | | | | 15,000,000 | | | | | | 15,652,173 | | | | | | 16,250,000 | | | | | | 16,800,000 | | |
$10.50 | | | | | 10,750,000 | | | | | | 11,763,157 | | | | | | 12,675,000 | | | | | | 13,500,000 | | | | | | 14,250,000 | | | | | | 14,934,782 | | | | | | 15,562,500 | | | | | | 16,140,000 | | |
$11.00 | | | | | 9,833,333 | | | | | | 10,894,736 | | | | | | 11,850,000 | | | | | | 12,714,285 | | | | | | 13,500,000 | | | | | | 14,217,391 | | | | | | 14,875,000 | | | | | | 15,480,000 | | |
$11.50 | | | | | 8,916,666 | | | | | | 10,026,315 | | | | | | 11,025,000 | | | | | | 11,928,571 | | | | | | 12,750,000 | | | | | | 13,500,000 | | | | | | 14,187,500 | | | | | | 14,820,000 | | |
$12.00 | | | | | 8,000,000 | | | | | | 9,157,894 | | | | | | 10,200,000 | | | | | | 11,142,857 | | | | | | 12,000,000 | | | | | | 12,782,608 | | | | | | 13,500,000 | | | | | | 14,160,000 | | |
$12.50 | | | | | 7,083,333 | | | | | | 8,289,473 | | | | | | 9,375,000 | | | | | | 10,357,142 | | | | | | 11,250,000 | | | | | | 12,065,217 | | | | | | 12,812,500 | | | | | | 13,500,000 | | |
$13.00 | | | | | 6,166,666 | | | | | | 7,421,052 | | | | | | 8,550,000 | | | | | | 9,571,428 | | | | | | 10,500,000 | | | | | | 11,347,826 | | | | | | 12,125,000 | | | | | | 12,840,000 | | |
$13.50 | | | | | 5,250,000 | | | | | | 6,552,631 | | | | | | 7,725,000 | | | | | | 8,785,714 | | | | | | 9,750,000 | | | | | | 10,630,434 | | | | | | 11,437,500 | | | | | | 12,180,000 | | |
$14.00 | | | | | 4,444,444 | | | | | | 5,684,210 | | | | | | 6,900,000 | | | | | | 8,000,000 | | | | | | 9,000,000 | | | | | | 9,913,043 | | | | | | 10,750,000 | | | | | | 11,520,000 | | |
$14.50 | | | | | 3,888,888 | | | | | | 4,815,789 | | | | | | 6,075,000 | | | | | | 7,214,285 | | | | | | 8,250,000 | | | | | | 9,195,652 | | | | | | 10,062,500 | | | | | | 10,860,000 | | |
$15.00 | | | | | 3,333,333 | | | | | | 4,210,526 | | | | | | 5,250,000 | | | | | | 6,428,571 | | | | | | 7,500,000 | | | | | | 8,478,260 | | | | | | 9,375,000 | | | | | | 10,200,000 | | |
$15.50 | | | | | 2,777,777 | | | | | | 3,684,210 | | | | | | 4,500,000 | | | | | | 5,642,857 | | | | | | 6,750,000 | | | | | | 7,760,869 | | | | | | 8,687,500 | | | | | | 9,540,000 | | |
$16.00 | | | | | 2,222,222 | | | | | | 3,157,894 | | | | | | 4,000,000 | | | | | | 4,857,142 | | | | | | 6,000,000 | | | | | | 7,043,478 | | | | | | 8,000,000 | | | | | | 8,880,000 | | |
$16.50 | | | | | 1,666,666 | | | | | | 2,631,578 | | | | | | 3,500,000 | | | | | | 4,285,714 | | | | | | 5,250,000 | | | | | | 6,326,086 | | | | | | 7,312,500 | | | | | | 8,220,000 | | |
Price Threshold ($) | | | Total Return ($) | | |||||||||||||||||||||||||||||||||||||||||||||
| $18.00 | | | $19.00 | | | $20.00 | | | $21.00 | | | $22.00 | | | $23.00 | | | $24.00 | | | $25.00 | | ||||||||||||||||||||||||||
$17.00 | | | | | 1,111,111 | | | | | | 2,105,263 | | | | | | 3,000,000 | | | | | | 3,809,523 | | | | | | 4,545,454 | | | | | | 5,608,695 | | | | | | 6,625,000 | | | | | | 7,560,000 | | |
$17.50 | | | | | 555,555 | | | | | | 1,578,947 | | | | | | 2,500,000 | | | | | | 3,333,333 | | | | | | 4,090,909 | | | | | | 4,891,304 | | | | | | 5,937,500 | | | | | | 6,900,000 | | |
$18.00 | | | | | 2,500 | | | | | | 1,052,631 | | | | | | 2,000,000 | | | | | | 2,857,142 | | | | | | 3,636,363 | | | | | | 4,347,826 | | | | | | 5,250,000 | | | | | | 6,240,000 | | |
$18.50 | | | | | 2,500 | | | | | | 526,315 | | | | | | 1,500,000 | | | | | | 2,380,952 | | | | | | 3,181,818 | | | | | | 3,913,043 | | | | | | 4,583,333 | | | | | | 5,580,000 | | |
$19.00 | | | | | 2,500 | | | | | | 2,500 | | | | | | 1,000,000 | | | | | | 1,904,761 | | | | | | 2,727,272 | | | | | | 3,478,260 | | | | | | 4,166,666 | | | | | | 4,920,000 | | |
$19.50 | | | | | 2,500 | | | | | | 2,500 | | | | | | 500,000 | | | | | | 1,428,571 | | | | | | 2,272,727 | | | | | | 3,043,478 | | | | | | 3,750,000 | | | | | | 4,400,000 | | |
$20.00 | | | | | 2,500 | | | | | | 2,500 | | | | | | 2,500 | | | | | | 952,380 | | | | | | 1,818,181 | | | | | | 2,608,695 | | | | | | 3,333,333 | | | | | | 4,000,000 | | |
Redemption Date (period to expiration of warrants) | | | Fair Market Value of shares of Class A Common Stock | | |||||||||||||||||||||||||||||||||||||||||||||||||||
| $10.00 | | | $11.00 | | | $12.00 | | | $13.00 | | | $14.00 | | | $15.00 | | | $16.00 | | | $17.00 | | | $18.00 | | |||||||||||||||||||||||||||||
60 months | | | | | 0.261 | | | | | | 0.281 | | | | | | 0.297 | | | | | | 0.311 | | | | | | 0.324 | | | | | | 0.337 | | | | | | 0.348 | | | | | | 0.358 | | | | | | 0.361 | | |
57 months | | | | | 0.257 | | | | | | 0.277 | | | | | | 0.294 | | | | | | 0.310 | | | | | | 0.324 | | | | | | 0.337 | | | | | | 0.348 | | | | | | 0.358 | | | | | | 0.361 | | |
54 months | | | | | 0.252 | | | | | | 0.272 | | | | | | 0.291 | | | | | | 0.307 | | | | | | 0.322 | | | | | | 0.335 | | | | | | 0.347 | | | | | | 0.357 | | | | | | 0.361 | | |
51 months | | | | | 0.246 | | | | | | 0.268 | | | | | | 0.287 | | | | | | 0.304 | | | | | | 0.320 | | | | | | 0.333 | | | | | | 0.346 | | | | | | 0.357 | | | | | | 0.361 | | |
48 months | | | | | 0.241 | | | | | | 0.263 | | | | | | 0.283 | | | | | | 0.301 | | | | | | 0.317 | | | | | | 0.332 | | | | | | 0.344 | | | | | | 0.356 | | | | | | 0.361 | | |
45 months | | | | | 0.235 | | | | | | 0.258 | | | | | | 0.279 | | | | | | 0.298 | | | | | | 0.315 | | | | | | 0.330 | | | | | | 0.343 | | | | | | 0.356 | | | | | | 0.361 | | |
42 months | | | | | 0.228 | | | | | | 0.252 | | | | | | 0.274 | | | | | | 0.294 | | | | | | 0.312 | | | | | | 0.328 | | | | | | 0.342 | | | | | | 0.355 | | | | | | 0.361 | | |
39 months | | | | | 0.221 | | | | | | 0.246 | | | | | | 0.269 | | | | | | 0.290 | | | | | | 0.309 | | | | | | 0.325 | | | | | | 0.340 | | | | | | 0.354 | | | | | | 0.361 | | |
36 months | | | | | 0.213 | | | | | | 0.239 | | | | | | 0.263 | | | | | | 0.285 | | | | | | 0.305 | | | | | | 0.323 | | | | | | 0.339 | | | | | | 0.353 | | | | | | 0.361 | | |
33 months | | | | | 0.205 | | | | | | 0.232 | | | | | | 0.257 | | | | | | 0.280 | | | | | | 0.301 | | | | | | 0.320 | | | | | | 0.337 | | | | | | 0.352 | | | | | | 0.361 | | |
30 months | | | | | 0.196 | | | | | | 0.224 | | | | | | 0.250 | | | | | | 0.274 | | | | | | 0.297 | | | | | | 0.316 | | | | | | 0.335 | | | | | | 0.351 | | | | | | 0.361 | | |
27 months | | | | | 0.185 | | | | | | 0.214 | | | | | | 0.242 | | | | | | 0.268 | | | | | | 0.291 | | | | | | 0.313 | | | | | | 0.332 | | | | | | 0.350 | | | | | | 0.361 | | |
24 months | | | | | 0.173 | | | | | | 0.204 | | | | | | 0.233 | | | | | | 0.260 | | | | | | 0.285 | | | | | | 0.308 | | | | | | 0.329 | | | | | | 0.348 | | | | | | 0.361 | | |
21 months | | | | | 0.161 | | | | | | 0.193 | | | | | | 0.223 | | | | | | 0.252 | | | | | | 0.279 | | | | | | 0.304 | | | | | | 0.326 | | | | | | 0.347 | | | | | | 0.361 | | |
18 months | | | | | 0.146 | | | | | | 0.179 | | | | | | 0.211 | | | | | | 0.242 | | | | | | 0.271 | | | | | | 0.298 | | | | | | 0.322 | | | | | | 0.345 | | | | | | 0.361 | | |
15 months | | | | | 0.130 | | | | | | 0.164 | | | | | | 0.197 | | | | | | 0.230 | | | | | | 0.262 | | | | | | 0.291 | | | | | | 0.317 | | | | | | 0.342 | | | | | | 0.361 | | |
12 months | | | | | 0.111 | | | | | | 0.146 | | | | | | 0.181 | | | | | | 0.216 | | | | | | 0.250 | | | | | | 0.282 | | | | | | 0.312 | | | | | | 0.339 | | | | | | 0.361 | | |
9 months | | | | | 0.090 | | | | | | 0.125 | | | | | | 0.162 | | | | | | 0.199 | | | | | | 0.237 | | | | | | 0.272 | | | | | | 0.305 | | | | | | 0.336 | | | | | | 0.361 | | |
6 months | | | | | 0.065 | | | | | | 0.099 | | | | | | 0.137 | | | | | | 0.178 | | | | | | 0.219 | | | | | | 0.259 | | | | | | 0.296 | | | | | | 0.331 | | | | | | 0.361 | | |
3 months | | | | | 0.034 | | | | | | 0.065 | | | | | | 0.104 | | | | | | 0.150 | | | | | | 0.197 | | | | | | 0.243 | | | | | | 0.286 | | | | | | 0.326 | | | | | | 0.361 | | |
0 months | | | | | — | | | | | | — | | | | | | 0.042 | | | | | | 0.115 | | | | | | 0.179 | | | | | | 0.233 | | | | | | 0.281 | | | | | | 0.323 | | | | | | 0.361 | | |
Underwriter | | | Number of SAILSM securities | | |||
Morgan Stanley & Co. LLC | | | | | 50,000,000 | | |
Total | | | | | 50,000,000 | | |
| | | Paid By Revolution Healthcare Acquisition Corp. | | |||||||||
| | | No Exercise | | | Full Exercise | | ||||||
Per SAILSM security(1) | | | | $ | 0.55 | | | | | $ | 0.55 | | |
Total(1) | | | | $ | 27,500,000 | | | | | $ | 31,625,000 | | |
| | | Page | | |||
Audited Financial Statements of Revolution Healthcare Acquisition Corp.: | | | | | | | |
| | | | F-2 | | | |
| | | | F-3 | | | |
| | | | F-4 | | | |
| | | | F-5 | | | |
| | | | F-6 | | | |
| | | | F-7 | | |
| Assets: | | | | | | | |
| Current assets: | | | | | | | |
| Cash | | | | $ | 300,000 | | |
| Total current assets | | | | | 300,000 | | |
| Deferred offering costs associated with the proposed public offering | | | | | 20,000 | | |
| Total Assets | | | | $ | 320,000 | | |
| Liabilities and Stockholders’ Equity: | | | | | | | |
| Current liabilities: | | | | | | | |
| Accrued expenses | | | | $ | 25,000 | | |
| Note payable-related party | | | | | 275,000 | | |
| Total current liabilities | | | | | 300,000 | | |
| Commitments and Contingencies 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; 80,000,000 shares authorized; none issued and outstanding | | | | | — | | |
| Class B common stock, $0.0001 par value; 19,000,000 shares authorized; 2,875,000 shares issued and outstanding(1) | | | | | 288 | | |
| Additional paid-in capital | | | | | 24,712 | | |
| Accumulated deficit | | | | | (5,000) | | |
| Total stockholders’ equity | | | | | 20,000 | | |
| Total Liabilities and Stockholders’ Equity | | | | $ | 320,000 | | |
| General and administrative expenses | | | | $ | 5,000 | | |
| Net loss | | | | $ | (5,000) | | |
| Weighted average shares of common stock outstanding, basic and diluted(1) | | | | | 2,500,000 | | |
| Net loss per share of common stock, basic and diluted | | | | $ | (0.00) | | |
| | | Common Stock | | | Additional Paid-In Capital | | | Accumulated Deficit | | | Total Stockholders’ Equity | | ||||||||||||||||||||||||||||||
| | | Class A | | | Class B | | ||||||||||||||||||||||||||||||||||||
| | | Shares | | | Amount | | | Shares | | | Amount | | ||||||||||||||||||||||||||||||
Balance–January 11, 2021 (inception) | | | | | — | | | | | $ | — | | | | | | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | |
Issuance of Class B common stock to Initial Stockholders(1) | | | | | — | | | | | | — | | | | | | 2,875,000 | | | | | | 288 | | | | | | 24,712 | | | | | | — | | | | | | 25,000 | | |
Net loss | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (5,000) | | | | | | (5,000) | | |
Balance–January 20, 2021 | | | | | — | | | | | $ | — | | | | | | 2,875,000 | | | | | $ | 288 | | | | | $ | 24,712 | | | | | $ | (5,000) | | | | | $ | 20,000 | | |
| Cash Flows from Operating Activities: | | | | | | | |
| Net loss | | | | $ | (5,000) | | |
| Changes in operating assets and liabilities: | | | | | | | |
| Accrued expenses | | | | | 5,000 | | |
| Net cash used in operating activities | | | | | — | | |
| Cash Flows from Financing Activities: | | | | | | | |
| Proceeds from issuance of Class B common stock to Initial Stockholders | | | | | 25,000 | | |
| Proceeds from note payable to related party | | | | | 275,000 | | |
| Net cash provided by financing activities | | | | | 300,000 | | |
| Net change in cash | | | | | 300,000 | | |
| Cash–beginning of the period | | | | | — | | |
| Cash–end of the period | | | | $ | 300,000 | | |
| Supplemental disclosure of noncash financing activities: | | | | | | | |
| Deferred offering costs included in accrued expenses | | | | $ | 20,000 | | |
| SEC expenses | | | | $ | 62,733 | | |
| FINRA expenses | | | | $ | 86,750 | | |
| Accounting fees and expenses | | | | $ | 42,000 | | |
| Printing and engraving expenses | | | | $ | 40,000 | | |
| Travel and road show expenses | | | | $ | 25,000 | | |
| Legal fees and expenses | | | | $ | 500,000 | | |
| Nasdaq listing and filing fees | | | | $ | 75,000 | | |
| Director & Officers liability insurance premiums(1) | | | | $ | 1,600,000 | | |
| Miscellaneous | | | | $ | 68,517 | | |
| Total | | | | $ | 2,500,000 | | |
| Exhibit No. | | | Description | |
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| Name | | | Position | | | Date | |
| /s/ Jay Markowitz Jay Markowitz, M.D. | | | Chief Executive Officer and Director (Principal Executive Officer) | | | March | |
| /s/ Mark McDonnell Mark McDonnell | | | Chief Financial Officer (Principal Financial and Accounting Officer) | | | March | |
| /s/ Jason Doren Jason Doren | | | Chief Administrative Officer | | | March | |
| /s/ Evan Sotiriou Evan Sotiriou | | | Chief Operating Officer | | | March | |
| /s/ Jeff Leiden Jeff Leiden, M.D., Ph.D | | | Chairman of the Board of Directors | | | March | |
| /s/ Hemant Taneja Hemant Taneja | | | Director | | | March | |
| /s/ Robert Nelsen Robert Nelsen | | | Director | | | March | |
| /s/ Catherine Friedman Catherine Friedman | | | Director | | | March | |
| /s/ Jennifer Schneider Jennifer Schneider, M.D. | | | Director | | | March | |
| /s/ Kris Engskov Kris Engskov | | | Director | | | March | |