UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
(Amendment No. 1)
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 10, 2021
QUANTUM-SI INCORPORATED
(Exact name of registrant as specified in its charter)
Delaware | 001-39486 | 85-1388175 |
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
530 Old Whitfield Street Guilford, Connecticut (Address of principal executive offices) |
06437 (Zip Code) |
Registrant’s telephone number, including area code: (203) 458-7100
HighCape Capital Acquisition Corp.
452 Fifth Avenue, 21st Floor
New York, New York 10018
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
Class A common stock, par value $0.0001 per share | QSI | 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 |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company x
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
INTRODUCTORY NOTE
On June 10, 2021, Quantum-Si Incorporated, a Delaware corporation (f/k/a HighCape Capital Acquisition Corp.) (the “Company”, and prior to the Business Combination, “HighCape”), filed a Current Report on Form 8-K (the “Original Report”) to report the consummation of the Business Combination and related matters under Items 1.01, 2.01, 3.02, 3.03, 4.01, 5.01, 5.02, 5.06 and 9.01 of Form 8-K. Due to the large number of events to be reported under the specified items of Form 8-K, this Amendment No. 1 to Form 8-K is being filed to amend the Original Report to include additional matters related to the Transactions under Items 5.03, 7.01 and 8.01 of Form 8-K.
Capitalized terms used herein by not defined herein have the meanings given to such terms in the Original Report.
Item 5.03. | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
The information set forth in Item 3.03 of the Original Report is incorporated in this Item 5.03 by reference.
Item 7.01. | Regulation FD Disclosure. |
On June 10, 2021, the Company issued a press release regarding the Closing. A copy of the press release is attached hereto as Exhibit 99.4 and is incorporated herein by reference.
The information in Item 7.01 of this Current Report on Form 8-K (including Exhibit 99.4) shall not be deemed to be “filed” for purposes of the Exchange Act, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act, or the Exchange Act, except as expressly set forth by specific reference in such a filing.
Item 8.01 | Other Events. |
In connection with the Business Combination, holders of 571,128 shares of HighCape’s Class A common stock exercised their right to redeem their shares for cash at a redemption price of approximately $10.00 per share, for an aggregate redemption amount of approximately $5,711,538.
Item 9.01. | Financial Statements and Exhibits. |
(d) | Exhibits. |
Exhibit | Exhibit Description | Filed | Incorporated by | Filing Date | SEC File/Reg. | |||||
2.1† | Business Combination Agreement, dated as of February 18, 2021, by and among Quantum-Si Incorporated (formerly HighCape Capital Acquisition Corp.), Tenet Merger Sub, Inc., and Q-SI Operations Inc. (formerly Quantum-Si Incorporated) | Form 8-K (Exhibit 2.1) | 2/18/2021 | 001-39486 | ||||||
3.1 | Second Amended and Restated Certificate of Incorporation of Quantum-Si Incorporated | Form 8-K (Exhibit 3.1) | 6/15/2021 | 001-39486 | ||||||
3.2 | Amended and Restated Bylaws of Quantum-Si Incorporated | Form 8-K (Exhibit 3.2) | 6/15/2021 | 001-39486 | ||||||
4.1 | Specimen Class A Common Stock Certificate | Form S-1/A (Exhibit 4.1) | 5/11/2021 | 333-253691 | ||||||
4.2 | Warrant Agreement, dated as of September 3, 2020, by and between Quantum-Si Incorporated (formerly HighCape Capital Acquisition Corp.) and Continental Stock Transfer & Trust Company | Form 8-K (Exhibit 4.1) | 9/9/2020 | 001-39486 |
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† Certain of the exhibits and schedules to this Exhibit have been omitted in accordance with Regulation S-K Item 601(a)(5). The Registrant agrees to furnish a copy of all omitted exhibits and schedules to the SEC upon its request.
+ Management contract or compensatory plan or arrangement.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
QUANTUM-SI INCORPORATED | ||
By: | /s/ John Stark | |
Name: John Stark | ||
Title: Chief Executive Officer |
Date: June 15, 2021
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