Document and Entity Information
Document and Entity Information | 3 Months Ended |
Mar. 31, 2021 | |
Document and Entity Information | |
Entity Registrant Name | Quantum-Si Inc |
Entity Central Index Key | 0001816431 |
Document Type | S-1 |
Amendment Flag | false |
Entity Filer Category | Non-accelerated Filer |
Entity Emerging Growth Company | true |
Entity Ex Transition Period | false |
Entity Small Business | true |
BALANCE SHEET
BALANCE SHEET - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Sep. 09, 2020 | Jun. 09, 2020 |
Current assets | |||||
Cash | $ 591,130 | $ 1,034,163 | |||
Prepaid expenses | 164,058 | 149,727 | |||
Total Current Assets | 755,188 | 1,183,890 | |||
Cash and cash equivalents held in Trust Account | 115,003,881 | 115,002,152 | |||
Total Assets | 115,759,069 | 116,186,042 | |||
Current liabilities | |||||
Accounts payable and accrued expenses | 1,605,439 | 146,558 | |||
Total Current Liabilities | 1,605,439 | 146,558 | |||
Warrant liability | 13,045,299 | 4,525,250 | $ 1,825,433 | $ 5,598,227 | |
Deferred underwriting fee payable | 4,025,000 | 4,025,000 | 4,025,000 | ||
Total Liabilities | 18,675,738 | 8,696,808 | 5,938,775 | 5,598,227 | |
Commitments and Contingencies | |||||
Class A common stock subject to possible redemption, 10,248,923 shares at $10.00 per share | 92,083,330 | 102,489,230 | |||
Stockholders' Equity | |||||
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding | |||||
Common stock | 166 | 137 | 133 | ||
Additional paid-in capital | 18,991,736 | 8,585,940 | 5,674,272 | 5,227,183 | |
Accumulated deficit | (13,992,293) | (3,586,390) | $ (674,687) | $ (227,601) | |
Total Stockholders' Equity | 5,000,001 | 5,000,004 | $ 0 | ||
Total Liabilities and Stockholders' Equity | 115,759,069 | 116,186,042 | |||
Class A common stock | |||||
Stockholders' Equity | |||||
Common stock | 270 | 166 | |||
Class B common stock | |||||
Stockholders' Equity | |||||
Common stock | $ 288 | $ 288 |
BALANCE SHEET (Parenthetical)
BALANCE SHEET (Parenthetical) - $ / shares | Mar. 31, 2021 | Dec. 31, 2020 |
Shares subject to possible redemption | 10,248,923 | |
Shares subject to possible redemption, par value per share | $ 10 | |
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Class A common stock | ||
Shares subject to possible redemption | 9,208,333 | 10,248,923 |
Shares subject to possible redemption, par value per share | $ 10 | $ 10 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 380,000,000 | 380,000,000 |
Common stock, shares issued | 2,696,667 | 1,656,077 |
Common stock, shares outstanding | 2,696,667 | 1,656,077 |
Class B common stock | ||
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 20,000,000 | 20,000,000 |
Common stock, shares issued | 2,875,000 | 2,875,000 |
Common stock, shares outstanding | 2,875,000 | 2,875,000 |
STATEMENT OF OPERATIONS
STATEMENT OF OPERATIONS - USD ($) | 3 Months Ended | 4 Months Ended | 7 Months Ended | |
Mar. 31, 2021 | Sep. 30, 2020 | Sep. 30, 2020 | Dec. 31, 2020 | |
Formation and general and administrative expenses | $ 1,887,583 | $ 265,291 | ||
Loss from operations | (1,887,583) | (265,291) | ||
Other income (expense): | ||||
Interest earned on cash and cash equivalents held in Trust Account | 1,729 | 2,152 | ||
Change in fair value of warrant liability | (8,520,049) | $ (396,833) | $ (396,833) | (3,096,650) |
Transaction costs allocated to warrant liabilty | (226,601) | (226,601) | (226,601) | |
Net loss | $ (10,405,903) | $ (673,687) | $ (574,687) | $ (3,586,390) |
Weighted average shares outstanding of common stock | 405,000 | 405,000 | ||
Class A common stock | ||||
Other income (expense): | ||||
Weighted average shares outstanding of common stock | 11,500,000 | |||
Class B common stock | ||||
Other income (expense): | ||||
Weighted average shares outstanding of common stock | 3,100,220 | |||
Class A redeemable common stock | ||||
Other income (expense): | ||||
Weighted average shares outstanding of common stock | 11,500,000 | 11,500,000 | 11,500,000 | 11,500,000 |
Basic and diluted income per share | $ 0 | $ 0 | $ 0 | $ 0 |
Class A and Class B non-redeemable common stock | ||||
Other income (expense): | ||||
Weighted average shares outstanding of common stock | 3,280,000 | 3,280,000 | 3,280,000 | 3,100,220 |
Basic and diluted income per share | $ (3.17) | $ (0.16) | $ (0.16) | $ (1.16) |
STATEMENT OF CHANGES IN STOCKHO
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY - USD ($) | Class A common stockCommon Stock | Class B common stockCommon Stock | Additional Paid-in Capital | (Accumulated Deficit)/ Retained Earnings | Total |
Balance at the end at Dec. 31, 2020 | $ 166 | $ 288 | $ 8,585,940 | $ (3,586,390) | $ 5,000,004 |
Balance at the end (in shares) at Dec. 31, 2020 | 1,656,077 | 2,875,000 | |||
Balance at the beginning at Jun. 09, 2020 | $ 0 | $ 0 | 0 | 0 | 0 |
Balance at the beginning (in shares) at Jun. 09, 2020 | 0 | 0 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Issuance of ordinary shares to sponsor | $ 288 | 24,712 | 25,000 | ||
Issuance of Class B common stock to Sponsors (in shares) | 2,875,000 | ||||
Sale of 11,500,000 Units, net of underwriting discounts and warrant liability | $ 1,150 | 107,048,074 | 107,049,224 | ||
Sale of 11,500,000 Units, net of underwriting discounts and warrant liability (in shares) | 11,500,000 | ||||
Sale of 405,000 Private Placement Units, net of warrant liability | $ 41 | 4,001,359 | 4,001,400 | ||
Sale of 405,000 Private Placement Units, net of warrant liability (in shares) | 405,000 | ||||
Common stock subject to possible redemption | $ (1,025) | (102,488,205) | $ (102,489,230) | ||
Common stock subject to possible redemption (in shares) | (10,248,923) | (10,248,923) | |||
Net loss | (3,586,390) | $ (3,586,390) | |||
Balance at the end at Dec. 31, 2020 | $ 166 | $ 288 | 8,585,940 | (3,586,390) | 5,000,004 |
Balance at the end (in shares) at Dec. 31, 2020 | 1,656,077 | 2,875,000 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net loss | (10,405,903) | (10,405,903) | |||
Balance at the end at Mar. 31, 2021 | $ 270 | $ 288 | $ 18,991,736 | $ (13,992,293) | $ 5,000,001 |
Balance at the end (in shares) at Mar. 31, 2021 | 2,696,667 | 2,875,000 |
STATEMENT OF CHANGES IN STOCK_2
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (Parenthetical) - shares | Sep. 09, 2020 | Dec. 31, 2020 |
Sale of units (in shares) | 11,500,000 | |
Sale of private placements units (in shares) | 405,000 | |
Over-allotment | ||
Sale of units (in shares) | 1,500,000 |
STATEMENT OF CASH FLOWS
STATEMENT OF CASH FLOWS - USD ($) | 3 Months Ended | 4 Months Ended | 7 Months Ended |
Mar. 31, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | |
Cash Flows from Operating Activities: | |||
Net loss | $ (10,405,903) | $ (674,687) | $ (3,586,390) |
Adjustments to reconcile net income (loss) to net cash used in operating activities: | |||
Interest earned on marketable securities held in trust | (1,729) | (2,521) | |
Change in fair value of warrant liability | 8,520,049 | 396,833 | 3,096,650 |
Transaction costs allocated to warrant liabilty | 226,601 | 226,601 | |
Changes in operating assets and liabilities: | |||
Prepaid expenses | (14,331) | (149,727) | |
Accrued expenses | 146,558 | ||
Net cash (used in) operating activities | (443,033) | (268,460) | |
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 | (372,750) | ||
Net cash provided by financing activities | 116,302,623 | ||
Net Change in Cash | (443,033) | 1,034,163 | |
Cash - Beginning of period | 1,034,163 | ||
Cash - End of period | 591,130 | 1,034,163 | |
Supplemental Disclosure of Non-Cash Investing and Financing Activities: | |||
Initial classification of Class A common stock subject to possible redemption | 105,848,020 | 105,848,020 | |
Change in value of Class A common stock subject to possible redemption | $ 10,405,900 | (447,093) | (3,358,790) |
Deferred underwriting fee payable | 4,025,000 | ||
Payment of offering costs through promissory note - related party | 99,627 | ||
Initial Classification of warrant liability in connection with Initial Public Offering and Private Placement | $ 1,428,600 | $ 1,428,600 |
DESCRIPTION OF ORGANIZATION AND
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | 3 Months Ended | 7 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | ||
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS HighCape Capital Acquisition Corp. (the “Company”) was incorporated in Delaware on June 10, 2020. The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. The Company is not limited to a particular industry or sector 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. As of March 31, 2021 , the Company had not commenced any operations. All activity for the period from June 10, 2020 (inception) through March 31, 2021 relates to the Company’s formation, the initial public offering (“Initial Public Offering”), which is described below, and, after the Initial Public Offering, identifying a target company for a Business Combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income from the proceeds derived from the Initial Public Offering. The registration statement for the Company’s Initial Public Offering was declared effective on September 3, 2020. On September 9, 2020 the Company consummated the Initial Public Offering of 11,500,000 units (the “Units” 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 fee and $472,377 of other offering costs. 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. government 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 to 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. 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. | NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS HighCape Capital Acquisition Corp. (the “Company” or “HighCape”) was incorporated in Delaware on June 10, 2020. The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. The Company is not limited to a particular industry or sector 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. As of December 31, 2020, the Company had not commenced any operations. All activity for the period from June 10, 2020 (inception) through December 31, 2020 relates to the Company’s formation, the initial public offering (“Initial Public Offering”), which is described below, and, after the Initial Public Offering, identifying a target company for a Business Combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income from the proceeds derived from the Initial Public Offering. The registration statement for the Company’s Initial Public Offering was declared effective on September 3, 2020. On September 9, 2020 the Company consummated the Initial Public Offering of 11,500,000 units (the “Units” 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 4. 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 5. Transaction costs amounted to $6,797,377, consisting of $2,300,000 of underwriting fees, $4,025,000 of deferred underwriting fee and $472,377 of other offering costs. 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. government 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 to 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. 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 6), Private Placement Shares (as defined in Note 5) 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 7) 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. |
RESTATEMENT OF PREVIOUSLY ISSUE
RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS | 7 Months Ended |
Dec. 31, 2020 | |
RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS | |
RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS | NOTE 2. RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS The Company previously accounted for its outstanding Public Warrants (as defined in Note 5) and Private Placement Warrants (as defined in Note 5) issued in connection with its Initial Public Offering as components of equity instead of as derivative liabilities. The warrant agreement governing the warrants includes a provision that provides for potential changes to the settlement amounts dependent upon the characteristics of the holder of the warrant. In addition, the warrant agreement includes a provision that in the event of a tender or exchange offer made to and accepted by holders of more than 50% of the outstanding shares of a single class of common shares, all holders of the warrants would be entitled to receive cash for their warrants (the “tender offer provision”). In connection with the audit of the Company’s financial statements as of and for the period ended December 31, 2020, the Company’s management further evaluated the warrants under Accounting Standards Codification (“ASC”) Subtopic 815-40, Contracts in Entity’s Own Equity. ASC Section 815-40-15 addresses equity versus liability treatment and classification of equity-linked financial instruments, including warrants, and states that a warrant may be classified as a component of equity only if, among other things, the warrant is indexed to the issuer’s common stock. Under ASC Section 815-40-15, a warrant is not indexed to the issuer’s common stock if the terms of the warrant require an adjustment to the exercise price upon a specified event and that event is not an input to the fair value of the warrant. Based on management’s evaluation, the Company’s audit committee, in consultation with management, concluded that the Company’s Private Placement Warrants are not indexed to the Company’s common shares in the manner contemplated by ASC Section 815-40-15 because the holder of the instrument is not an input into the pricing of a fixed-for-fixed option on equity shares. In addition, based on management’s evaluation, the Company’s audit committee, in consultation with management, concluded the tender offer provision included in the warrant agreement fails the “classified in shareholders’ equity” criteria as contemplated by ASC Section 815-40-25. As a result of the above, the Company should have classified the warrants as derivative liabilities in its previously issued financial statements. Under this accounting treatment, the Company is required to measure the fair value of the warrants at the end of each reporting period and recognize changes in the fair value from the prior period in the Company’s operating results for the current period. The Company’s accounting for the warrants as components of equity instead of as derivative liabilities did not have any effect on the Company’s previously reported operating expenses, cash flows or cash. Impact of the Restatement The impact of the restatement on the balance sheets, statements of operations and statements of cash flows for the Affected Periods is presented below. The restatement had no impact on net cash flows from operating, investing or financing activities. As Previously As Reported Adjustments Restated Balance sheet as of September 9, 2020 (audited) Warrant Liability $ — $ 1,428,600 $ 5,598,227 Total Liabilities 4,169,627 1,428,600 5,598,227 Class A Common Stock Subject to Possible Redemption 107,276,620 (1,428,600) 105,848,020 Class A Common Stock 118 15 133 Additional Paid-in Capital 5,000,597 226,586 5,227,183 Accumulated Deficit (1,000) (226,601) (227,601) Number of Class A Common Stock Subject to Redemption 10,727,662 (142,860) 10,584,802 Balance sheet as of September 30, 2020 (unaudited) Warrant Liability $ — $ 1,825,433 $ 1,825,433 Total Liabilities 4,113,342 1,825,433 5,938,775 Class A Common Stock Subject to Possible Redemption 107,226,360 (1,825,433) 105,400,927 Class A Common Stock 118 19 137 Additional Paid-in Capital 5,050,857 623,415 5,674,272 Accumulated Deficit (51,253) (623,434) (674,687) Number of Class A Common Stock Subject to Redemption 10,722,636 (182,543) 10,540,093 Balance sheet as of December 31, 2020 (audited) Warrant Liability $ — $ 4,525,250 $ 4,525,250 Total Liabilities 4,171,558 4,525,250 8,696,808 Class A Common Stock Subject to Possible Redemption 107,014,480 (4,525,250) 102,489,230 Class A Common Stock 120 46 166 Additional Paid-in Capital 5,262,735 3,323,205 8,585,940 Accumulated Deficit (263,139) (3,323,251) (3,586,390) Number of Class A Common Stock Subject to Redemption 10,701,448 (452,525) 10,248,923 Three months ended September 30, 2020 (unaudited) Change in fair value of warrant liability $ — $ 396,833 $ Transactions costs allocated to warrant liability — 226,601 226,601 Net loss (50,253) (623,434) (673,687) Weighted average shares outstanding of Class A redeemable common stock 11,500,000 — 11,500,000 Basic and diluted net loss per share, Class A redeemable common stock — — — 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) (0.14) (0.16) Period from June 10, 2020 (inception) to September 30, 2020 (unaudited) Change in fair value of warrant liability $ — $ 396,833 $ 396,833 Transactions costs allocated to warrant liability — 226,601 226,601 Net loss (51,253) (623,434) (574,687) Weighted average shares outstanding of Class A redeemable common stock 11,500,000 — 11,500,000 Basic and diluted net income per share, Class A redeemable common stock — — — 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) (0.14) (0.16) Period from June 10, 2020 (inception) to December 31, 2020 (audited) Change in fair value of warrant liability $ — $ 3,096,650 $ 3,096,650 Transactions costs — 226,601 226,601 Net loss (263,139) (3,323,251) (3,586,390) Weighted average shares outstanding of Class A redeemable common stock 11,500,000 — 11,500,000 Basic and diluted net income per share, Class A redeemable common stock — — — Weighted average shares outstanding of Class A and Class B non-redeemable common shares 3,100,220 — 3,100,220 Basic and diluted net loss per share, Class A and Class B non-redeemable common stock (0.08) (1.08) (1.16) Cash Flow Statement for the Period from June 10, 2020 (inception) to September 30, 2020 (unaudited) Net loss $ (51,253) $ (623,434) $ (674,687) Allocation of initial public offering costs 226,601 226,601 Change in fair value of warrant liability — 396,833 396,833 Initial classification of warrant liability — 1,428,600 1,428,600 Initial classification of common stock subject to possible redemption 107,276,620 (1,428,600) 105,848,020 Change in value of common stock subject to possible redemption (50,260) (396,833) (447,093) Cash Flow Statement for the Period from June 10, 2020 (inception) to December 31, 2020 (audited) Net loss $ (263,139) $ (3,323,251) $ (3,586,390) Allocation of initial public offering costs — 226,601 226,601 Change in fair value of warrant liability — 3,096,650 3,096,650 Initial classification of warrant liability — 1,428,600 1,428,600 Initial classification of common stock subject to possible redemption 107,276,620 (1,428,600) 105,848,020 Change in value of common stock subject to possible redemption (103,590) (3,255,200) (3,358,790) |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 3 Months Ended | 7 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10‑Q and Regulation S-X of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed and consolidated or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed consolidated financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Company’s Annual Report on Form 10-K/A as filed with the SEC on May 10, 2021. The interim results for the three months ended March 31, 2021 are not necessarily indicative of the results to be expected for the year ending December 31, 2021 or for any future interim periods. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. 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 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 apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated 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 in its operating account as of March 31, 2021 and December 31, 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 March 31, 2021, and December 31, 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 consolidated balance sheets. 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. Warrant Liability The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own common shares and whether the warrant holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. The fair value of Public Warrants issued in connection with the Initial Public Offering have subsequently been measured based on the listed market price of such warrants. For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the statements of operations. The fair value of the private warrants was estimated using a binomial lattice model methodology. 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. 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 March 31, 2021 . The Company is currently not aware of any issues under review that could result 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 statement of operations includes a presentation of income (loss) per share for common shares subject to possible redemption in a manner similar to the two-class method of income (loss) 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, by the weighted average number of Class A redeemable common stock outstanding since original issuance. Net loss per share, basic and diluted, for Class A and B non-redeemable common stock is calculated by dividing the net loss, adjusted for income attributable to Class A redeemable common stock, net of applicable franchise and income taxes, by the weighted average number of Class A and B non-redeemable common stock outstanding for the period. Class A and B non-redeemable common stock includes the Founder Shares as these shares do not have any redemption features and do not participate in the income earned on the Trust Account. The following table reflects the calculation of basic and diluted net income (loss) per common share (in dollars, except per share amounts): March 31, 2021 Redeemable Class A Common Stock Numerator: Earnings allocable to Redeemable Class A Common Stock Interest Income $ 1,729 Income and Franchise Tax (1,729) Net Earnings $ — Denominator: Weighted Average Redeemable Class A Common Stock Redeemable Class A Common Stock, Basic and Diluted 11,500,000 Earnings/Basic and Diluted Redeemable Class A Common Stock $ Non-Redeemable Class A and B Common Stock Numerator: Net Loss minus Redeemable Net Earnings Net Loss $ (10,405,903) Redeemable Net Earnings — Non-Redeemable Net Loss $ (10,405,903) Denominator: Weighted Average Non-Redeemable Class A and B Common Stock Non-Redeemable Class A and B Common Stock, Basic and Diluted (1) 3,280,000 Loss/Basic and Diluted Non-Redeemable Class A and B Common Stock $ (3.17) Note: As of March 31, 2021, basic and diluted shares are the same as there are no non-redeemable securities that are dilutive to the Company’s stockholders. (1) The weighted average non-redeemable common stock for the three months ended March 31, 2021 includes the effect of 405,000 Private Placement Units, which were issued in conjunction with the initial public offering on September 9, 2020. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations 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. The Company has 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 The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying condensed consolidated balance sheets, primarily due to their short-term nature. Recent Accounting Standards Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s unaudited condensed consolidated financial statements. | NOTE 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying financial statements are presented in U.S. dollars and have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the accounting and disclosure rules and regulations of the Securities and Exchange Commission (the “SEC”). Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. 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 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 apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting 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. 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 December 31, 2020, Class A common stock subject to possible redemption are presented as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheet. 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. Warrant Liability The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own common shares and whether the warrant holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the statements of operations. The fair value of the warrants was estimated using a binomial lattice model methodology (see Note 11). 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. 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 December 31, 2020. The Company is currently not aware of any issues under review that could result 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 statement of operations includes a presentation of income (loss) per share for common shares subject to possible redemption in a manner similar to the two-class method of income (loss) 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, by the weighted average number of Class A redeemable common stock outstanding since original issuance. Net loss per share, basic and diluted, for Class A and B non-redeemable common stock is calculated by dividing the net loss, adjusted for income attributable to Class A redeemable common stock, net of applicable franchise and income taxes, by the weighted average number of Class A and B non-redeemable common stock outstanding for the period. Class A and B non-redeemable common stock includes the Founder Shares as these shares do not have any redemption features and do not participate in the income earned on the Trust Account. The following table reflects the calculation of basic and diluted net income (loss) per common share (in dollars, except per share amounts): For the Period From June 10, 2020 (inception) Through December 31, 2020 Redeemable Class A Common Stock Numerator: Earnings allocable to Redeemable Class A Common Stock Interest Income $ 2,152 Income and Franchise Tax (2,152) Net Earnings $ — Denominator: Weighted Average Redeemable Class A Common Stock Redeemable Class A Common Stock, Basic and Diluted 11,500,000 Earnings/Basic and Diluted Redeemable Class A Common Stock $ 0.00 Non-Redeemable Class A and B Common Stock Numerator: Net Loss minus Redeemable Net Earnings Net Loss $ (3,586,390) Redeemable Net Earnings — Non-Redeemable Net Loss $ (3,589,390) Denominator: Weighted Average Non-Redeemable Class A and B Common Stock Non-Redeemable Class A and B Common Stock, Basic and Diluted (1) 3,100,220 Loss/Basic and Diluted Non-Redeemable Class A and B Common Stock $ (1.16) Note: (1) The weighted average non-redeemable common stock for the year ended December 31, 2020 includes the effect of 405,000 Private Placement Units, which were issued in conjunction with the initial public offering on September 9, 2020. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations 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. The Company has 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 The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature. Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: · Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; · Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and · Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging”. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date. Recent Accounting Standards Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements. |
INITIAL PUBLIC OFFERING
INITIAL PUBLIC OFFERING | 3 Months Ended | 7 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
INITIAL PUBLIC OFFERING | ||
INITIAL PUBLIC OFFERING | NOTE 3. INITIAL PUBLIC OFFERING Pursuant to the Initial Public Offering, the Company sold 11,500,000 Units, which included 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. Each Unit consists of one share of Class A common stock and one-third of one redeemable warrant (“Public Warrant”). Each whole Public Warrant entitles the holder to purchase one share of Class A common stock at a price of $11.50 per share, subject to adjustment (see Note 7). | NOTE 4. INITIAL PUBLIC OFFERING Pursuant to the Initial Public Offering, the Company sold 11,500,000 Units, which included 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. Each Unit consists of one share of Class A common stock and one-third of one redeemable warrant (“Public Warrant”). Each whole Public Warrant entitles the holder to purchase one share of Class A common stock at a price of $11.50 per share, subject to adjustment (see Note 8). |
PRIVATE PLACEMENT
PRIVATE PLACEMENT | 3 Months Ended | 7 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
PRIVATE PLACEMENT | ||
PRIVATE PLACEMENT | NOTE 4. PRIVATE PLACEMENT 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 of one share of Class A common stock (“Private Placement Share” or, collectively, “Private Placement Shares”) and one-third of one warrant (each, a “Private Placement Warrant”). Each whole Private Placement Warrant is exercisable to purchase one share of Class A common stock at a price of $11.50 per share, subject to adjustment. A portion of the proceeds from the Private Placement Units were added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Placement Units will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law), and the Private Placement Units and all underlying securities will expire worthless. | NOTE 5. PRIVATE PLACEMENT 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 of one share of Class A common stock (“Private Placement Share” or, collectively, “Private Placement Shares”) and one-third of one warrant (each, a “Private Placement Warrant”). Each whole Private Placement Warrant is exercisable to purchase one share of Class A common stock at a price of $11.50 per share, subject to adjustment. A portion of the proceeds from the Private Placement Units were added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Placement Units will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law), and the Private Placement Units and all underlying securities will expire worthless. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 3 Months Ended | 7 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
RELATED PARTY TRANSACTIONS | ||
RELATED PARTY TRANSACTIONS | NOTE 5. RELATED PARTY TRANSACTIONS Founder Shares On June 10, 2020, the Company issued an aggregate of 2,875,000 shares of Class B common stock to the Sponsor (the “Founder Shares”) 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% 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 A common stock equals 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. 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 certain of the Company’s officers 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 out 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 March 31 , 2021, 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. For the three months ended March 31, 2021, the Company incurred and paid $30,000 in fees for these services. | NOTE 6. RELATED PARTY TRANSACTIONS Founder Shares On June 10, 2020, the Company issued an aggregate of 2,875,000 shares of Class B common stock to the Sponsor (the “Founder Shares”) 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% 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 A common stock equals 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. 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 certain of the Company’s officers 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 out 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 December 31, 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. For the period from June 10, 2020 (inception) through December 31, 2020, the Company incurred and paid $40,000 in fees for these services. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 3 Months Ended | 7 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
COMMITMENTS AND CONTINGENCIES | ||
COMMITMENTS AND CONTINGENCIES | NOTE 6. COMMITMENTS AND CONTINGENCIES Risks and Uncertainties Management continues 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 and/or search for a target company, the specific impact is not readily determinable as of the date of the financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Registration Rights Pursuant to a registration rights agreement entered into on September 3, 2020, the holders of the Founder Shares, Private Placement Units, Private Placement Shares, Private Placement Warrants and securities that may be issued upon conversion of Working Capital Loans (and any Class A common stock issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans and upon conversion of the Founder Shares) are entitled to registration rights, requiring the Company to register such securities and any other securities of the Company acquired by them prior to the consummation of a Business Combination for resale. The holders of these securities will be entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of a Business Combination. The registration rights agreement does not contain liquidating damages or other cash settlement provisions resulting from delays in registering the Company’s securities. The Company will bear the expenses incurred in connection with the filing of any such registration statements. 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. Business Combination Agreement On February 18, 2021, HighCape Capital Acquisition Corp. (“HighCape” or the “Company”), entered into a business combination agreement, by and among HighCape, Tenet Merger Sub, Inc., a wholly owned subsidiary of HighCape (“Merger Sub”), and Quantum-SI Incorporated (“Quantum-SI”) (as it may be amended, supplemented or otherwise modified from time to time, the “Business Combination Agreement”). The Business Combination Agreement provides for, among other things, the following: on the closing date of the Business Combination (the “Closing Date”), Merger Sub will merge with and into Quantum-SI at the Effective Time, with Quantum-SI as the surviving corporation in the Business Combination and, after giving effect to the Merger, Quantum-SI will be a wholly-owned subsidiary of HighCape. As a consequence of the Merger, at the Effective Time, (i) each share of Quantum-SI capital stock (other than shares of Quantum-SI Series A preferred stock) issued and outstanding as of immediately prior to the Effective Time will become the right to receive a number of shares of New Quantum-SI Class A common stock equal to the Exchange Ratio, as defined in the Business Combination Agreement, (ii) each share of Quantum-SI Series A preferred stock issued and outstanding as of immediately prior to the Effective Time will become the right to receive a number of shares of New Quantum-SI Class B common stock equal to the Exchange Ratio, (iii) each option to purchase shares of Quantum-SI common stock, whether vested or unvested, that is outstanding and unexercised as of immediately prior to the Effective Time will be assumed by New Quantum-SI and will automatically become an option (vested or unvested, as applicable) to purchase a number of shares of New Quantum-SI Class A common stock equal to the number of shares of Quantum-SI common stock subject to such option immediately prior to the Effective Time multiplied by the Exchange Ratio, and (iv) each Quantum-SI restricted stock unit outstanding immediately prior to the Effective Time will be assumed by New Quantum-SI and will automatically become a restricted stock unit with respect to a number of shares of New Quantum-SI Class A common stock. The Business Combination Agreement contains customary representations, warranties and covenants by the parties thereto and the Closing is subject to certain conditions as further described in the Business Combination Agreement. Concurrently with the execution of the Business Combination Agreement, HighCape has entered into subscription agreements, dated as of February 18, 2021 (the “PIPE Investor Subscription Agreements”), with certain institutional and accredited investors (the “PIPE Investors”), pursuant to which the PIPE Investors have agreed to subscribe for and purchase, and HighCape has agreed to issue and sell to the PIPE Investors, immediately prior to the Closing, an aggregate of 42,500,000 shares of HighCape Class A common stock at a price of $10.00 per share (the “PIPE Financing”), for aggregate gross proceeds of $425,000,000. Concurrently with the execution of the Business Combination Agreement, HighCape has entered into subscription agreements, dated as of February 18, 2021 (the “Subscription Agreements”), with certain affiliates of Foresite (the “Foresite Funds”), pursuant to which the Foresite Funds will be issued 696,250 shares of HighCape Class A common stock at a price of $0.001 per share for aggregate gross proceeds of $696.25 after a corresponding number of shares of HighCape Class B Common Stock are irrevocably forfeited by the Sponsor to HighCape for no consideration and automatically cancelled. | NOTE 7. COMMITMENTS AND CONTINGENCIES Risks and Uncertainties Management continues 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 and/or search for a target company, the specific impact is not readily determinable as of the date of the financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Registration Rights Pursuant to a registration rights agreement entered into on September 3, 2020, the holders of the Founder Shares, Private Placement Units, Private Placement Shares, Private Placement Warrants and securities that may be issued upon conversion of Working Capital Loans (and any Class A common stock issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans and upon conversion of the Founder Shares) are entitled to registration rights, requiring the Company to register such securities and any other securities of the Company acquired by them prior to the consummation of a Business Combination for resale. The holders of these securities will be entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of a Business Combination. The registration rights agreement does not contain liquidating damages or other cash settlement provisions resulting from delays in registering the Company’s securities. The Company will bear the expenses incurred in connection with the filing of any such registration statements. 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. |
STOCKHOLDERS' EQUITY
STOCKHOLDERS' EQUITY | 3 Months Ended | 7 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
STOCKHOLDERS' EQUITY | ||
STOCKHOLDERS' EQUITY | NOTE 7. STOCKHOLDERS’ EQUITY 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, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors. At March 31, 2021, there were no shares of preferred stock issued or outstanding. Class A Common Stock — The Company is authorized to issue 380,000,000 shares of Class A common stock with a par value of $0.0001 per share. Holders of Class A common stock are entitled to one vote for each share. At March 31, 2021 and December 31, 2020, there were 2,696,667 and 1,656,077 shares of Class A common stock issued and outstanding, excluding 9,208,333 and 10,248,923 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 March 31, 2021 and December 31, 2020, there were 2,875,000 shares of Class B common stock issued and outstanding. Only holders of 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 Combination the number of shares of Class A common stock issuable upon conversion of all Founder Shares will equal, in the aggregate, on an as-converted basis, 20% of the total number of shares of Class A common stock outstanding after such conversion (after giving effect to any redemptions of shares of Class A common stock by public stockholders and excluding the Private Placement Shares underlying the Private Placement Warrants), including the total number of shares of Class A common stock issued, or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of a Business Combination, excluding any shares of Class A common stock or equity-linked securities or rights exercisable for or convertible into shares of Class A common stock issued, or to be issued, to any seller in a Business Combination and any Private Placement Units issued to the Sponsor, officers or directors upon conversion of Working Capital Loans, provided that such conversion of Founder Shares will never occur on a less than one-for-one basis. | NOTE 8. STOCKHOLDERS’ EQUITY 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, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors. At December 31, 2020, there were no shares of preferred stock issued or outstanding. Class A Common Stock — The Company is authorized to issue 380,000,000 shares of Class A common stock with a par value of $0.0001 per share. Holders of Class A common stock are entitled to one vote for each share. At December 31, 2020, there were 1,656,077 shares of Class A common stock issued and outstanding, excluding 10,248,923 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 December 31, 2020, there were 2,875,000 shares of Class B common stock issued and outstanding. Only holders of 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 Combination the number of shares of Class A common stock issuable upon conversion of all Founder Shares will equal, in the aggregate, on an as-converted basis, 20% of the total number of shares of Class A common stock outstanding after such conversion (after giving effect to any redemptions of shares of Class A common stock by public stockholders and excluding the Private Placement Shares underlying the Private Placement Warrants), including the total number of shares of Class A common stock issued, or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of a Business Combination, excluding any shares of Class A common stock or equity-linked securities or rights exercisable for or convertible into shares of Class A common stock issued, or to be issued, to any seller in a Business Combination and any Private Placement Units issued to the Sponsor, officers or directors upon conversion of Working Capital Loans, provided that such conversion of Founder Shares will never occur on a less than one-for-one basis. |
WARRANT LIABILITY
WARRANT LIABILITY | 7 Months Ended |
Dec. 31, 2020 | |
WARRANT LIABILITY | |
WARRANT LIABILITY | NOTE 9. WARRANT LIABILITY Warrants — Public Warrants may only be exercised for a whole number of shares. No fractional warrants will be issued upon separation of the Units and only whole warrants will trade. The Public Warrants will become exercisable 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 Combination or earlier upon redemption or liquidation. The Company will not be obligated to deliver any shares of Class A common stock pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act with respect to the Class A common stock underlying the warrants is then effective and a current prospectus relating thereto is current, subject to the Company satisfying its obligations with respect to registration. No warrant will be exercisable and the Company will not be obligated to issue shares of Class A common stock upon exercise of a warrant unless the shares of Class A common stock issuable upon such warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the warrants. 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. Once the warrants become exercisable, the Company may redeem the 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. If and when the warrants become redeemable by the Company, the Company may exercise its redemption right even if it is unable to register or qualify the underlying securities for sale under all applicable state securities laws. In addition, if (x) the Company issues additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of a Business Combination at an issue price or effective issue price of less than $9.20 per share of Class A common stock (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors, and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or its affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of a Business Combination on the date of the completion of a Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Company’s Class A common stock during the 20 trading day period starting on the trading day after the day on which the Company completes a Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price. The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that (1) the Private Placement Warrants and the Class A common stock issuable upon the exercise of the Private Placement Warrants will not be transferable, assignable or saleable until 30 days after the completion of a Business Combination, subject to certain limited exceptions, (2) the Private Placement Warrants will be exercisable on a cashless basis, (3) the Private Placement Warrants will be non-redeemable so long 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. If the Private Placement Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants. |
INCOME TAX
INCOME TAX | 7 Months Ended |
Dec. 31, 2020 | |
INCOME TAX | |
INCOME TAX | NOTE 10. INCOME TAX The Company’s net deferred tax asset is summarized as follows as of December 31, 2020: Deferred tax asset Net operating loss carryforward $ 13,427 Organizational costs/startup expenses 41,833 Total deferred tax assets 55,260 Valuation allowance (55,260) Deferred tax asset, net of allowance $ — The income tax provision (benefit) consists of the following for the period June 10, 2020 (inception) through December 31, 2020: Federal Current $ — Deferred (55,260) State Current $ — Deferred — Change in valuation allowance 55,260 Income tax provision $ — As of December 31, 2020, the Company had $63,937 of U.S. federal and state net operating loss carryovers available to offset future taxable income. In assessing the realization of the deferred tax assets, management considers whether it is more likely than not that some portion of all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which temporary differences representing net future deductible amounts become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. After consideration of all of the information available, management believes that significant uncertainty exists with respect to future realization of the deferred tax assets and has therefore established a full valuation allowance. For the period from June 10, 2020 (inception) through December 31, 2020, the change in the valuation allowance was $55,260. A reconciliation of the federal income tax rate to the Company’s effective tax rate at December 31, 2020 is as follows: Statutory federal income tax rate 21.0 % State taxes, net of federal tax benefit 0.0 % Change in fair value of warrant liability (19.5) % Change in valuation allowance (1.5) % Income tax provision 0.0 % The Company files income tax returns in the U.S. federal jurisdiction in various state and local jurisdictions and is subject to examination by the various taxing authorities. |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 3 Months Ended | 7 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
FAIR VALUE MEASUREMENTS | ||
FAIR VALUE MEASUREMENTS | NOTE 9. FAIR VALUE MEASUREMENTS At March 31, 2021 and December 31, 2020, assets held in the Trust Account were comprised of $115,003,881 and $115,002,152 in money market funds, which are invested in U.S. Treasury Securities, respectively. During the three months ended March 31, 2021 and year ended December 31, 2020, the Company did not withdraw any interest income from the Trust Account. The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. Level 3: Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability. At March 31, 2021, there were 3,833,333 Public Warrants and 135,000 Private Placement Warrants outstanding. The following table presents information about the Company’s assets that are measured at fair value on a recurring basis at March 31, 2021 and December 31, 2020 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: March 31, December 31, Description Level 2021 2020 Assets: Cash and cash equivalents held in Trust Account – U.S. Treasury Securities Money Market Fund 1 $ 115,003,880 $ 115,002,152 Liabilities: Warrant Liability – Public Warrants 1 $ 12,534,999 $ 4,370,000 Warrant Liability – Private Placement Warrants 3 $ 510,300 $ 115,250 The following table presents the changes in the fair value of warrant liabilities: Private Placement Public Warrant Liabilities Fair value as January 1, 2021 $ 155,250 $ 4,370,000 $ 4,525,250 Change in valuation inputs or other assumptions 355,050 8,164,999 8,520,049 Fair value as of March 31, 2021 $ 510,300 $ 12,534,999 $ 13,045,299 There were no transfers in or out of Level 3 from other levels in the fair value hierarchy. The key inputs into the binomial lattice simulation model for the Private Placement Warrants were as follows at March 31, 2021 and December 31, 2020: March December Input 31, 2021 31, 2020 Risk-free interest rate 0.94 % % Trading days per year 252 252 Expected volatility 34.0 % % Exercise price $ 11.50 $ 11.50 Stock Price $ $ | NOTE 11. FAIR VALUE MEASUREMENTS At December 31, 2020, assets held in the Trust Account were comprised of $115,002,152 in money market funds, which are invested in U.S. Treasury Securities. During the period from June 10, 2020 (inception) through December 31, 2020, the Company did not withdraw any interest income from the Trust Account. The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1: Level 2: Level 3: The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis at December 31, 2020 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value. December 31, Level 2020 Assets: Cash and cash equivalents held in Trust Account – U.S. Treasury Securities Money Market Fund 1 $ 115,002,152 Liabilities: Warrant Liability - Public Warrants 1 $ 4,370,000 Warrant Liability - Private Placement Warrants 3 $ 155,250 The Warrants were accounted for as liabilities in accordance with ASC 815-40 and are presented within warrant liabilities on our balance sheet. The warrant liabilities are measured at fair value at inception and on a recurring basis, with changes in fair value presented within change in fair value of warrant liabilities in the statement of operations. The Private Placement Warrants were initially valued using a binomial lattice model, which is considered to be a Level 3 fair value measurement. The binomial lattice model’s primary unobservable input utilized in determining the fair value of the Private Placement Warrants is the expected volatility of the common stock. The expected volatility as of the IPO date was derived from observable public warrant pricing on comparable ‘blank-check’ companies without an identified target. The expected volatility as of subsequent valuation dates will be implied from the Company’s own public warrant pricing. A binomial lattice model methodology was also used in estimating the fair value of the Public Warrants for periods where no observable traded price was available, using the same expected volatility as was used in measuring the fair value of the Private Placement Warrants. For periods subsequent to the detachment of the Warrants from the Units, the close price of the Public Warrant price will be used as the fair value as of each relevant date. As of December 31, 2020, the significant assumptions used in preparing the option pricing model for valuing the warrant liability of the Private Placement Warrants include (i) volatility of 18.6%, (ii) risk-free interest rate of 0.41%, (iii) strike price ($11.50), (iv) fair value of common stock ($10.15), and (v) expected life of 4.4 years. The key inputs into the binomial lattice simulation model for the Private Placement Warrants and Public Warrants were as follows at initial measurement, September 30, 2020 and December 31, 2020 (Private Warrants only): September 9, 2020 (Initial September 30, December 31, Input Measurement) 2020 2020 Risk-free interest rate 0.34 % 0.34 % 0.34 % Trading days per year 252 252 252 Expected volatility 27.0 % 27.0 % 27.0 % Exercise price $ 11.50 $ 11.50 $ 11.50 Stock Price $ 10.00 $ 10.00 $ 10.00 The following table presents the changes in the fair value of warrant liabilities: Private Placement Public Warrant Liabilities Fair value as of June 10, 2020 (inception) $ — $ — $ — Initial measurement on September 9, 2020 48,600 1,380,000 1,428,600 Change in valuation inputs or other assumptions 106,650 2,990,000 3,096,650 Fair value as of December 31, 2020 $ 155,250 $ 4,370,000 $ 4,525,250 On October 26, 2020, our Publicly Warrants were separated from our Units and began trading, at which point the Warrant Liability related to the Publicly Warrants transferred from a Level 3 liability to a Level 1 liability. The value of the Publicly Warrants upon transfer was $3,545,833. The value of the Public Warrants at 12/31/20 was $4,370,000. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 3 Months Ended | 7 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
SUBSEQUENT EVENTS | ||
SUBSEQUENT EVENTS | NOTE 10. SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were issued. Based upon this review, other than as described below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements. As described in Note 1, the Company completed the Business Combination on June 10, 2021. | NOTE 12. SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were issued. Based upon this review, other than as described below and in Note 2, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements. On February 18, 2021, HighCape Capital Acquisition Corp. (“HighCape” or the “Company”), entered into a business combination agreement, by and among HighCape, Tenet Merger Sub, Inc., a wholly owned subsidiary of HighCape (“Merger Sub”), and Quantum-SI Incorporated (“Quantum-SI”) (as it may be amended, supplemented or otherwise modified from time to time, the “Business Combination Agreement”). The Business Combination Agreement provides for, among other things, the following: on the closing date of the Business Combination (the “Closing Date”), Merger Sub will merge with and into Quantum-SI at the Effective Time, with Quantum-SI as the surviving corporation in the Business Combination and, after giving effect to the Merger, Quantum-SI will be a wholly-owned subsidiary of HighCape. As a consequence of the Merger, at the Effective Time, (i) each share of Quantum-SI capital stock (other than shares of Quantum-SI Series A preferred stock) issued and outstanding as of immediately prior to the Effective Time will become the right to receive a number of shares of New Quantum-SI Class A common stock equal to the Exchange Ratio, as defined in the Business Combination Agreement, (ii) each share of Quantum-SI Series A preferred stock issued and outstanding as of immediately prior to the Effective Time will become the right to receive a number of shares of New Quantum-SI Class B common stock equal to the Exchange Ratio, (iii) each option to purchase shares of Quantum-SI common stock, whether vested or unvested, that is outstanding and unexercised as of immediately prior to the Effective Time will be assumed by New Quantum-SI and will automatically become an option (vested or unvested, as applicable) to purchase a number of shares of New Quantum-SI Class A common stock equal to the number of shares of Quantum-SI common stock subject to such option immediately prior to the Effective Time multiplied by the Exchange Ratio, and (iv) each Quantum-SI restricted stock unit outstanding immediately prior to the Effective Time will be assumed by New Quantum-SI and will automatically become a restricted stock unit with respect to a number of shares of New Quantum-SI Class A common stock. The Business Combination Agreement contains customary representations, warranties and covenants by the parties thereto and the Closing is subject to certain conditions as further described in the Business Combination Agreement. Concurrently with the execution of the Business Combination Agreement, HighCape has entered into subscription agreements, dated as of February 18, 2021 (the “PIPE Investor Subscription Agreements”), with certain institutional and accredited investors (the “PIPE Investors”), pursuant to which the PIPE Investors have agreed to subscribe for and purchase, and HighCape has agreed to issue and sell to the PIPE Investors, immediately prior to the Closing, an aggregate of 42,500,000 shares of HighCape Class A common stock at a price of $10.00 per share (the “PIPE Financing”), for aggregate gross proceeds of $425,000,000. Concurrently with the execution of the Business Combination Agreement, HighCape has entered into subscription agreements, dated as of February 18, 2021 (the “Subscription Agreements”), with certain affiliates of Foresite (the “Foresite Funds”), pursuant to which the Foresite Funds will be issued 696,250 shares of HighCape Class A common stock at a price of $0.001 per share for aggregate gross proceeds of $696.25 after a corresponding number of shares of HighCape Class B Common Stock are irrevocably forfeited by the Sponsor to HighCape for no consideration and automatically cancelled. As described in Note 1, the Company completed the Business Combination on June 10, 2021. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 3 Months Ended | 7 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ||
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10‑Q and Regulation S-X of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed and consolidated or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed consolidated financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Company’s Annual Report on Form 10-K/A as filed with the SEC on May 10, 2021. The interim results for the three months ended March 31, 2021 are not necessarily indicative of the results to be expected for the year ending December 31, 2021 or for any future interim periods. | Basis of Presentation The accompanying financial statements are presented in U.S. dollars and have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the accounting and disclosure rules and regulations of the Securities and Exchange Commission (the “SEC”). |
Emerging Growth Company | Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. 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 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 apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. | Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. 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 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 apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. |
Use of Estimates | Use of Estimates The preparation of condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated 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. | Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting 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. |
Class A Common Stock Subject to Possible Redemption | 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 March 31, 2021, and December 31, 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 consolidated balance sheets. | 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 December 31, 2020, Class A common stock subject to possible redemption are presented as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheet. |
Offering Costs | 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. | 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. |
Warrant Liability | Warrant Liability The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own common shares and whether the warrant holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. The fair value of Public Warrants issued in connection with the Initial Public Offering have subsequently been measured based on the listed market price of such warrants. For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the statements of operations. The fair value of the private warrants was estimated using a binomial lattice model methodology. | Warrant Liability The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own common shares and whether the warrant holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the statements of operations. The fair value of the warrants was estimated using a binomial lattice model methodology (see Note 11). |
Income Taxes | 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. 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 March 31, 2021 . The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. | 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. 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 December 31, 2020. The Company is currently not aware of any issues under review that could result 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 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 statement of operations includes a presentation of income (loss) per share for common shares subject to possible redemption in a manner similar to the two-class method of income (loss) 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, by the weighted average number of Class A redeemable common stock outstanding since original issuance. Net loss per share, basic and diluted, for Class A and B non-redeemable common stock is calculated by dividing the net loss, adjusted for income attributable to Class A redeemable common stock, net of applicable franchise and income taxes, by the weighted average number of Class A and B non-redeemable common stock outstanding for the period. Class A and B non-redeemable common stock includes the Founder Shares as these shares do not have any redemption features and do not participate in the income earned on the Trust Account. The following table reflects the calculation of basic and diluted net income (loss) per common share (in dollars, except per share amounts): March 31, 2021 Redeemable Class A Common Stock Numerator: Earnings allocable to Redeemable Class A Common Stock Interest Income $ 1,729 Income and Franchise Tax (1,729) Net Earnings $ — Denominator: Weighted Average Redeemable Class A Common Stock Redeemable Class A Common Stock, Basic and Diluted 11,500,000 Earnings/Basic and Diluted Redeemable Class A Common Stock $ Non-Redeemable Class A and B Common Stock Numerator: Net Loss minus Redeemable Net Earnings Net Loss $ (10,405,903) Redeemable Net Earnings — Non-Redeemable Net Loss $ (10,405,903) Denominator: Weighted Average Non-Redeemable Class A and B Common Stock Non-Redeemable Class A and B Common Stock, Basic and Diluted (1) 3,280,000 Loss/Basic and Diluted Non-Redeemable Class A and B Common Stock $ (3.17) Note: As of March 31, 2021, basic and diluted shares are the same as there are no non-redeemable securities that are dilutive to the Company’s stockholders. (1) The weighted average non-redeemable common stock for the three months ended March 31, 2021 includes the effect of 405,000 Private Placement Units, which were issued in conjunction with the initial public offering on September 9, 2020. | 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 statement of operations includes a presentation of income (loss) per share for common shares subject to possible redemption in a manner similar to the two-class method of income (loss) 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, by the weighted average number of Class A redeemable common stock outstanding since original issuance. Net loss per share, basic and diluted, for Class A and B non-redeemable common stock is calculated by dividing the net loss, adjusted for income attributable to Class A redeemable common stock, net of applicable franchise and income taxes, by the weighted average number of Class A and B non-redeemable common stock outstanding for the period. Class A and B non-redeemable common stock includes the Founder Shares as these shares do not have any redemption features and do not participate in the income earned on the Trust Account. The following table reflects the calculation of basic and diluted net income (loss) per common share (in dollars, except per share amounts): For the Period From June 10, 2020 (inception) Through December 31, 2020 Redeemable Class A Common Stock Numerator: Earnings allocable to Redeemable Class A Common Stock Interest Income $ 2,152 Income and Franchise Tax (2,152) Net Earnings $ — Denominator: Weighted Average Redeemable Class A Common Stock Redeemable Class A Common Stock, Basic and Diluted 11,500,000 Earnings/Basic and Diluted Redeemable Class A Common Stock $ 0.00 Non-Redeemable Class A and B Common Stock Numerator: Net Loss minus Redeemable Net Earnings Net Loss $ (3,586,390) Redeemable Net Earnings — Non-Redeemable Net Loss $ (3,589,390) Denominator: Weighted Average Non-Redeemable Class A and B Common Stock Non-Redeemable Class A and B Common Stock, Basic and Diluted (1) 3,100,220 Loss/Basic and Diluted Non-Redeemable Class A and B Common Stock $ (1.16) Note: (1) The weighted average non-redeemable common stock for the year ended December 31, 2020 includes the effect of 405,000 Private Placement Units, which were issued in conjunction with the initial public offering on September 9, 2020. |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations 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. The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations 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. The Company has 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 | Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying condensed consolidated balance sheets, primarily due to their short-term nature. | Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature. |
Fair Value Measurements | Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: · Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; · Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and · Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. | |
Derivative Financial Instruments | Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging”. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date. | |
Recent Accounting Standards | Recent Accounting Standards Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s unaudited condensed consolidated financial statements. | Recent Accounting Standards Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements. |
RESTATEMENT OF PREVIOUSLY ISS_2
RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS (Tables) | 7 Months Ended |
Dec. 31, 2020 | |
RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS | |
Schedule of impact of the restatement on financial statements | As Previously As Reported Adjustments Restated Balance sheet as of September 9, 2020 (audited) Warrant Liability $ — $ 1,428,600 $ 5,598,227 Total Liabilities 4,169,627 1,428,600 5,598,227 Class A Common Stock Subject to Possible Redemption 107,276,620 (1,428,600) 105,848,020 Class A Common Stock 118 15 133 Additional Paid-in Capital 5,000,597 226,586 5,227,183 Accumulated Deficit (1,000) (226,601) (227,601) Number of Class A Common Stock Subject to Redemption 10,727,662 (142,860) 10,584,802 Balance sheet as of September 30, 2020 (unaudited) Warrant Liability $ — $ 1,825,433 $ 1,825,433 Total Liabilities 4,113,342 1,825,433 5,938,775 Class A Common Stock Subject to Possible Redemption 107,226,360 (1,825,433) 105,400,927 Class A Common Stock 118 19 137 Additional Paid-in Capital 5,050,857 623,415 5,674,272 Accumulated Deficit (51,253) (623,434) (674,687) Number of Class A Common Stock Subject to Redemption 10,722,636 (182,543) 10,540,093 Balance sheet as of December 31, 2020 (audited) Warrant Liability $ — $ 4,525,250 $ 4,525,250 Total Liabilities 4,171,558 4,525,250 8,696,808 Class A Common Stock Subject to Possible Redemption 107,014,480 (4,525,250) 102,489,230 Class A Common Stock 120 46 166 Additional Paid-in Capital 5,262,735 3,323,205 8,585,940 Accumulated Deficit (263,139) (3,323,251) (3,586,390) Number of Class A Common Stock Subject to Redemption 10,701,448 (452,525) 10,248,923 Three months ended September 30, 2020 (unaudited) Change in fair value of warrant liability $ — $ 396,833 $ Transactions costs allocated to warrant liability — 226,601 226,601 Net loss (50,253) (623,434) (673,687) Weighted average shares outstanding of Class A redeemable common stock 11,500,000 — 11,500,000 Basic and diluted net loss per share, Class A redeemable common stock — — — 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) (0.14) (0.16) Period from June 10, 2020 (inception) to September 30, 2020 (unaudited) Change in fair value of warrant liability $ — $ 396,833 $ 396,833 Transactions costs allocated to warrant liability — 226,601 226,601 Net loss (51,253) (623,434) (574,687) Weighted average shares outstanding of Class A redeemable common stock 11,500,000 — 11,500,000 Basic and diluted net income per share, Class A redeemable common stock — — — 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) (0.14) (0.16) Period from June 10, 2020 (inception) to December 31, 2020 (audited) Change in fair value of warrant liability $ — $ 3,096,650 $ 3,096,650 Transactions costs — 226,601 226,601 Net loss (263,139) (3,323,251) (3,586,390) Weighted average shares outstanding of Class A redeemable common stock 11,500,000 — 11,500,000 Basic and diluted net income per share, Class A redeemable common stock — — — Weighted average shares outstanding of Class A and Class B non-redeemable common shares 3,100,220 — 3,100,220 Basic and diluted net loss per share, Class A and Class B non-redeemable common stock (0.08) (1.08) (1.16) Cash Flow Statement for the Period from June 10, 2020 (inception) to September 30, 2020 (unaudited) Net loss $ (51,253) $ (623,434) $ (674,687) Allocation of initial public offering costs 226,601 226,601 Change in fair value of warrant liability — 396,833 396,833 Initial classification of warrant liability — 1,428,600 1,428,600 Initial classification of common stock subject to possible redemption 107,276,620 (1,428,600) 105,848,020 Change in value of common stock subject to possible redemption (50,260) (396,833) (447,093) Cash Flow Statement for the Period from June 10, 2020 (inception) to December 31, 2020 (audited) Net loss $ (263,139) $ (3,323,251) $ (3,586,390) Allocation of initial public offering costs — 226,601 226,601 Change in fair value of warrant liability — 3,096,650 3,096,650 Initial classification of warrant liability — 1,428,600 1,428,600 Initial classification of common stock subject to possible redemption 107,276,620 (1,428,600) 105,848,020 Change in value of common stock subject to possible redemption (103,590) (3,255,200) (3,358,790) |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 3 Months Ended | 7 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ||
Schedule of calculation of basic and diluted net income (loss) per common share | The following table reflects the calculation of basic and diluted net income (loss) per common share (in dollars, except per share amounts): March 31, 2021 Redeemable Class A Common Stock Numerator: Earnings allocable to Redeemable Class A Common Stock Interest Income $ 1,729 Income and Franchise Tax (1,729) Net Earnings $ — Denominator: Weighted Average Redeemable Class A Common Stock Redeemable Class A Common Stock, Basic and Diluted 11,500,000 Earnings/Basic and Diluted Redeemable Class A Common Stock $ Non-Redeemable Class A and B Common Stock Numerator: Net Loss minus Redeemable Net Earnings Net Loss $ (10,405,903) Redeemable Net Earnings — Non-Redeemable Net Loss $ (10,405,903) Denominator: Weighted Average Non-Redeemable Class A and B Common Stock Non-Redeemable Class A and B Common Stock, Basic and Diluted (1) 3,280,000 Loss/Basic and Diluted Non-Redeemable Class A and B Common Stock $ (3.17) Note: As of March 31, 2021, basic and diluted shares are the same as there are no non-redeemable securities that are dilutive to the Company’s stockholders. (1) The weighted average non-redeemable common stock for the three months ended March 31, 2021 includes the effect of 405,000 Private Placement Units, which were issued in conjunction with the initial public offering on September 9, 2020. | The following table reflects the calculation of basic and diluted net income (loss) per common share (in dollars, except per share amounts): For the Period From June 10, 2020 (inception) Through December 31, 2020 Redeemable Class A Common Stock Numerator: Earnings allocable to Redeemable Class A Common Stock Interest Income $ 2,152 Income and Franchise Tax (2,152) Net Earnings $ — Denominator: Weighted Average Redeemable Class A Common Stock Redeemable Class A Common Stock, Basic and Diluted 11,500,000 Earnings/Basic and Diluted Redeemable Class A Common Stock $ 0.00 Non-Redeemable Class A and B Common Stock Numerator: Net Loss minus Redeemable Net Earnings Net Loss $ (3,586,390) Redeemable Net Earnings — Non-Redeemable Net Loss $ (3,589,390) Denominator: Weighted Average Non-Redeemable Class A and B Common Stock Non-Redeemable Class A and B Common Stock, Basic and Diluted (1) 3,100,220 Loss/Basic and Diluted Non-Redeemable Class A and B Common Stock $ (1.16) Note: (1) The weighted average non-redeemable common stock for the year ended December 31, 2020 includes the effect of 405,000 Private Placement Units, which were issued in conjunction with the initial public offering on September 9, 2020. |
INCOME TAX (Tables)
INCOME TAX (Tables) | 7 Months Ended |
Dec. 31, 2020 | |
INCOME TAX | |
Schedule of net deferred tax asset | Deferred tax asset Net operating loss carryforward $ 13,427 Organizational costs/startup expenses 41,833 Total deferred tax assets 55,260 Valuation allowance (55,260) Deferred tax asset, net of allowance $ — |
Schedule of income tax provision (benefit) | Federal Current $ — Deferred (55,260) State Current $ — Deferred — Change in valuation allowance 55,260 Income tax provision $ — |
Schedule of reconciliation of the federal income tax rate to our effective tax rate | Statutory federal income tax rate 21.0 % State taxes, net of federal tax benefit 0.0 % Change in fair value of warrant liability (19.5) % Change in valuation allowance (1.5) % Income tax provision 0.0 % |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 3 Months Ended | 7 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
FAIR VALUE MEASUREMENTS | ||
Summary of assets and liabilities measured at fair value | March 31, December 31, Description Level 2021 2020 Assets: Cash and cash equivalents held in Trust Account – U.S. Treasury Securities Money Market Fund 1 $ 115,003,880 $ 115,002,152 Liabilities: Warrant Liability – Public Warrants 1 $ 12,534,999 $ 4,370,000 Warrant Liability – Private Placement Warrants 3 $ 510,300 $ 115,250 | The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis at December 31, 2020 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value. December 31, Level 2020 Assets: Cash and cash equivalents held in Trust Account – U.S. Treasury Securities Money Market Fund 1 $ 115,002,152 Liabilities: Warrant Liability - Public Warrants 1 $ 4,370,000 Warrant Liability - Private Placement Warrants 3 $ 155,250 |
Schedule of initial measurement of key inputs for Private Placement Warrants and Public Warrants | The key inputs into the binomial lattice simulation model for the Private Placement Warrants were as follows at March 31, 2021 and December 31, 2020: March December Input 31, 2021 31, 2020 Risk-free interest rate 0.94 % % Trading days per year 252 252 Expected volatility 34.0 % % Exercise price $ 11.50 $ 11.50 Stock Price $ $ | The key inputs into the binomial lattice simulation model for the Private Placement Warrants and Public Warrants were as follows at initial measurement, September 30, 2020 and December 31, 2020 (Private Warrants only): September 9, 2020 (Initial September 30, December 31, Input Measurement) 2020 2020 Risk-free interest rate 0.34 % 0.34 % 0.34 % Trading days per year 252 252 252 Expected volatility 27.0 % 27.0 % 27.0 % Exercise price $ 11.50 $ 11.50 $ 11.50 Stock Price $ 10.00 $ 10.00 $ 10.00 |
Schedule of changes in fair value of warrant liabilities | The following table presents the changes in the fair value of warrant liabilities: Private Placement Public Warrant Liabilities Fair value as January 1, 2021 $ 155,250 $ 4,370,000 $ 4,525,250 Change in valuation inputs or other assumptions 355,050 8,164,999 8,520,049 Fair value as of March 31, 2021 $ 510,300 $ 12,534,999 $ 13,045,299 | The following table presents the changes in the fair value of warrant liabilities: Private Placement Public Warrant Liabilities Fair value as of June 10, 2020 (inception) $ — $ — $ — Initial measurement on September 9, 2020 48,600 1,380,000 1,428,600 Change in valuation inputs or other assumptions 106,650 2,990,000 3,096,650 Fair value as of December 31, 2020 $ 155,250 $ 4,370,000 $ 4,525,250 |
DESCRIPTION OF ORGANIZATION A_2
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS - Additional Information (Details) | Feb. 18, 2021USD ($)$ / sharesshares | Sep. 09, 2020USD ($)$ / sharesshares | Jun. 30, 2020shares | Jun. 10, 2020USD ($)shares | Jun. 30, 2020shares | Mar. 31, 2021USD ($) | Dec. 31, 2020USD ($)shares | Dec. 31, 2019USD ($) |
Subsidiary, Sale of Stock [Line Items] | ||||||||
Number of units issued | shares | 11,500,000 | |||||||
Aggregate amount for issuance of units | $ 107,049,224 | |||||||
Proceeds from issuance of warrants | 4,050,000 | |||||||
Transaction costs | $ 6,797,377 | $ 6,797,377 | 6,797,377 | |||||
Cash underwriting fees | 2,300,000 | |||||||
Other offering costs | 472,377 | |||||||
Deferred underwriting fee payable | $ 4,025,000 | 4,025,000 | 4,025,000 | |||||
Investment of cash into Trust Account | $ 115,000,000 | |||||||
Sale of units | shares | 405,000 | |||||||
Threshold minimum aggregate fair market value as a percentage of the assets held in the Trust Account | 80.00% | |||||||
Threshold percentage of outstanding voting securities of the target to be acquired by post-transaction company to complete business combination | 50.00% | |||||||
Minimum net tangible assets upon consummation of the Business Combination | $ 5,000,001 | |||||||
Threshold percentage of Public Shares subject to redemption without the Company's prior written consent | 20.00% | |||||||
Obligation to redeem Public Shares if entity does not complete a Business Combination (as a percent) | 100.00% | |||||||
Threshold business days for redemption of public shares | 10 days | |||||||
Maximum net interest to pay dissolution expenses | $ 100,000 | |||||||
Cash operating bank account | 591,130 | $ 1,034,163 | ||||||
Issuance of ordinary shares to sponsor | 25,000 | |||||||
Aggregate gross proceeds | 25,000 | |||||||
Q S I Operations Inc | ||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||
Cash operating bank account | $ 26,654,000 | $ 36,910,000 | $ 32,930,000 | |||||
Class A common stock | ||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||
Conversion ratio | 1 | 1 | ||||||
Common stock, voting Rights | one | one | ||||||
Class A common stock | PIPE Investor Subscription Agreements | PIPE Investors | ||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||
Price per share | $ / shares | $ 10 | |||||||
Number of shares issued | shares | 42,500,000 | |||||||
Aggregate gross proceeds | $ 425,000,000 | |||||||
Class A common stock | PIPE Investor Subscription Agreements | Foresite Funds | ||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||
Price per share | $ / shares | $ 0.001 | |||||||
Number of shares issued | shares | 696,250 | |||||||
Aggregate gross proceeds | $ 696.25 | |||||||
Class B common stock | ||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||
Common stock, voting Rights | one | one | ||||||
Sponsor | Founder Shares | Class B common stock | ||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||
Issuance of ordinary shares to sponsor | $ 25,000 | |||||||
Number of shares issued | shares | 90,000 | 2,875,000 | 90,000 | |||||
Initial Public Offering | ||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||
Number of units issued | shares | 11,500,000 | |||||||
Share price | $ / shares | $ 10 | |||||||
Gross proceeds from sale of units | $ 115,000,000 | |||||||
Deferred underwriting fee payable | 4,025,000 | |||||||
Investment of cash into Trust Account | $ 115,000,000 | |||||||
Sale of units | shares | 115,000,000 | |||||||
Over-allotment | ||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||
Number of units issued | shares | 1,500,000 | |||||||
Private Placement | Sponsor | ||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||
Share price | $ / shares | $ 10 | |||||||
Number of warrants issued | shares | 405,000 | |||||||
Price of warrants | $ / shares | $ 10 | |||||||
Proceeds from issuance of warrants | $ 4,050,000 | |||||||
Sale of units | shares | 405,000 |
RESTATEMENT OF PREVIOUSLY ISS_3
RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS (Details) - USD ($) | Sep. 09, 2020 | Mar. 31, 2021 | Sep. 30, 2020 | Sep. 30, 2020 | Dec. 31, 2020 |
CONDENSED CONSOLIDATED BALANCE SHEETS | |||||
Warrant liability | $ 5,598,227 | $ 13,045,299 | $ 1,825,433 | $ 1,825,433 | $ 4,525,250 |
Total Liabilities | 5,598,227 | 18,675,738 | 5,938,775 | 5,938,775 | 8,696,808 |
Class A common stock subject to possible redemption | 105,848,020 | 105,400,927 | 102,489,230 | ||
Class A Common Stock | 133 | 137 | 137 | 166 | |
Additional Paid-in Capital | 5,227,183 | 18,991,736 | 5,674,272 | 5,674,272 | 8,585,940 |
Accumulated Deficit | $ (227,601) | (13,992,293) | $ (674,687) | (674,687) | $ (3,586,390) |
Number of Class A Common Stock Subject to Redemption | 10,584,802 | 10,540,093 | 10,248,923 | ||
CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS | |||||
Change in fair value of warrant liability | 8,520,049 | $ 396,833 | 396,833 | $ 3,096,650 | |
Transaction costs allocated to warrant liabilty | 226,601 | 226,601 | 226,601 | ||
Net loss | $ (10,405,903) | (673,687) | (574,687) | $ (3,586,390) | |
Weighted average shares outstanding of common stock | 405,000 | 405,000 | |||
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS | |||||
Net loss | $ (10,405,903) | (674,687) | $ (3,586,390) | ||
Allocation of initial public offering costs | 226,601 | 226,601 | 226,601 | ||
Change in fair value of warrant liability | 8,520,049 | $ 396,833 | 396,833 | 3,096,650 | |
Initial classification of warrant liability | 1,428,600 | 1,428,600 | |||
Initial classification of common stock subject to possible redemption | 105,848,020 | 105,848,020 | |||
Change in value of common stock subject to possible redemption | $ 10,405,900 | $ (447,093) | $ (3,358,790) | ||
Class A redeemable common stock | |||||
CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS | |||||
Weighted average shares outstanding of common stock | 11,500,000 | 11,500,000 | 11,500,000 | 11,500,000 | |
Basic and diluted income per share | $ 0 | $ 0 | $ 0 | $ 0 | |
Class A and Class B non-redeemable common stock | |||||
CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS | |||||
Weighted average shares outstanding of common stock | 3,280,000 | 3,280,000 | 3,280,000 | 3,100,220 | |
Basic and diluted income per share | $ (3.17) | $ (0.16) | $ (0.16) | $ (1.16) | |
As Previously Reported | |||||
CONDENSED CONSOLIDATED BALANCE SHEETS | |||||
Total Liabilities | $ 4,169,627 | $ 4,113,342 | $ 4,113,342 | $ 4,171,558 | |
Class A common stock subject to possible redemption | 107,276,620 | 107,226,360 | 107,014,480 | ||
Class A Common Stock | 118 | 118 | 118 | 120 | |
Additional Paid-in Capital | 5,000,597 | 5,050,857 | 5,050,857 | 5,262,735 | |
Accumulated Deficit | $ (1,000) | $ (51,253) | (51,253) | $ (263,139) | |
Number of Class A Common Stock Subject to Redemption | 10,727,662 | 10,722,636 | 10,701,448 | ||
CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS | |||||
Change in fair value of warrant liability | 0 | $ 0 | |||
Transaction costs allocated to warrant liabilty | 0 | ||||
Net loss | $ (50,253) | (51,253) | (263,139) | ||
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS | |||||
Net loss | (51,253) | (263,139) | |||
Allocation of initial public offering costs | 0 | ||||
Change in fair value of warrant liability | 0 | 0 | |||
Initial classification of warrant liability | 0 | 0 | |||
Initial classification of common stock subject to possible redemption | 107,276,620 | 107,276,620 | |||
Change in value of common stock subject to possible redemption | $ (50,260) | $ (103,590) | |||
As Previously Reported | Class A redeemable common stock | |||||
CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS | |||||
Weighted average shares outstanding of common stock | 11,500,000 | 11,500,000 | 11,500,000 | ||
Basic and diluted income per share | $ 0 | $ 0 | $ 0 | ||
As Previously Reported | Class A and Class B non-redeemable common stock | |||||
CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS | |||||
Weighted average shares outstanding of common stock | 3,280,000 | 3,280,000 | 3,100,220 | ||
Basic and diluted income per share | $ (0.02) | $ (0.02) | $ (0.08) | ||
Adjustments | |||||
CONDENSED CONSOLIDATED BALANCE SHEETS | |||||
Warrant liability | $ 1,428,600 | $ 1,825,433 | $ 1,825,433 | $ 4,525,250 | |
Total Liabilities | 1,428,600 | 1,825,433 | 1,825,433 | 4,525,250 | |
Class A common stock subject to possible redemption | (1,428,600) | (1,825,433) | (4,525,250) | ||
Class A Common Stock | 15 | 19 | 19 | 46 | |
Additional Paid-in Capital | 226,586 | 623,415 | 623,415 | 3,323,205 | |
Accumulated Deficit | $ (226,601) | $ (623,434) | (623,434) | $ (3,323,251) | |
Number of Class A Common Stock Subject to Redemption | (142,860) | (182,543) | (452,525) | ||
CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS | |||||
Change in fair value of warrant liability | $ 396,833 | 396,833 | $ 3,096,650 | ||
Transaction costs allocated to warrant liabilty | 226,601 | 226,601 | 226,601 | ||
Net loss | (623,434) | (623,434) | (3,323,251) | ||
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS | |||||
Net loss | (623,434) | (3,323,251) | |||
Allocation of initial public offering costs | 226,601 | 226,601 | 226,601 | ||
Change in fair value of warrant liability | $ 396,833 | 396,833 | 3,096,650 | ||
Initial classification of warrant liability | 1,428,600 | 1,428,600 | |||
Initial classification of common stock subject to possible redemption | (1,428,600) | (1,428,600) | |||
Change in value of common stock subject to possible redemption | $ (396,833) | $ (3,255,200) | |||
Adjustments | Class A redeemable common stock | |||||
CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS | |||||
Basic and diluted income per share | $ 0 | $ 0 | $ 0 | ||
Adjustments | Class A and Class B non-redeemable common stock | |||||
CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS | |||||
Basic and diluted income per share | $ (0.14) | $ (0.14) | $ (1.08) |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($) | 3 Months Ended | 4 Months Ended | 7 Months Ended | |
Mar. 31, 2021 | Sep. 30, 2020 | Sep. 30, 2020 | Dec. 31, 2020 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Interest Income | $ 1,729 | $ 2,152 | ||
Net Earnings | $ (10,405,903) | $ (673,687) | $ (574,687) | $ (3,586,390) |
Redeemable Class A Common Stock, Basic and Diluted | 405,000 | 405,000 | ||
Net loss | $ (10,405,903) | $ (673,687) | $ (574,687) | $ (3,586,390) |
Weighted average shares outstanding of common stock | 405,000 | 405,000 | ||
Non-Redeemable Class A and B Common Stock, Basic and Diluted | (405,000) | (405,000) | ||
Class A common stock | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Redeemable Class A Common Stock, Basic and Diluted | 11,500,000 | |||
Weighted average shares outstanding of common stock | 11,500,000 | |||
Non-Redeemable Class A and B Common Stock, Basic and Diluted | (11,500,000) | |||
Class A common stock | Redeemable Warrants | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Interest Income | $ 1,729 | $ 2,152 | ||
Income and Franchise Tax | $ (1,729) | $ 2,152 | ||
Redeemable Class A Common Stock, Basic and Diluted | 11,500,000 | 11,500,000 | ||
Earnings/Basic and Diluted Redeemable Class A Common Stock | $ 0 | $ 0 | ||
Weighted average shares outstanding of common stock | 11,500,000 | 11,500,000 | ||
Loss/Basic and Diluted Non-Redeemable Class A and B Common Stock | $ 0 | $ 0 | ||
Non-Redeemable Class A and B Common Stock, Basic and Diluted | (11,500,000) | (11,500,000) | ||
Common Class A and B | Non-Redeemable warrants | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Net Earnings | $ (10,405,903) | $ (3,586,390) | ||
Redeemable Class A Common Stock, Basic and Diluted | 3,280,000 | 3,100,220 | ||
Earnings/Basic and Diluted Redeemable Class A Common Stock | $ 3.17 | $ 1.16 | ||
Net loss | $ (10,405,903) | $ (3,586,390) | ||
Non-Redeemable Net Loss | $ (10,405,903) | $ (3,589,390) | ||
Weighted average shares outstanding of common stock | 3,280,000 | 3,100,220 | ||
Loss/Basic and Diluted Non-Redeemable Class A and B Common Stock | $ (3.17) | $ (1.16) | ||
Non-Redeemable Class A and B Common Stock, Basic and Diluted | (3,280,000) | (3,100,220) |
SUMMARY OF SIGNIFICANT ACCOUN_5
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Class A Common Stock Subject to Possible Redemption, Offering Costs and Income Taxes (Details) - USD ($) | Sep. 09, 2020 | Mar. 31, 2021 | Dec. 31, 2020 |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |||
Transaction costs | $ 6,797,377 | $ 6,797,377 | $ 6,797,377 |
Unrecognized tax benefits | 0 | 0 | |
Unrecognized tax benefits accrued for interest and penalties | $ 0 | $ 0 |
SUMMARY OF SIGNIFICANT ACCOUN_6
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Net Income (Loss) Per Common Share (Details) - shares | 3 Months Ended | 7 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Redeemable warrants | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Shares excluded since their inclusion would be anti-dilutive | 3,968,333 | 3,968,333 |
SUMMARY OF SIGNIFICANT ACCOUN_7
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Concentration of Credit Risk (Details) - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ||
FDIC insured amount | $ 250,000 | $ 250,000 |
INITIAL PUBLIC OFFERING (Detail
INITIAL PUBLIC OFFERING (Details) - $ / shares | Sep. 09, 2020 | Dec. 31, 2020 |
Subsidiary, Sale of Stock [Line Items] | ||
Number of units issued | 11,500,000 | |
Initial Public Offering | ||
Subsidiary, Sale of Stock [Line Items] | ||
Number of units issued | 11,500,000 | |
Share price | $ 10 | |
Number of shares in a unit | 1 | |
Number of warrants in a unit | 0.33 | |
Shares issuable per warrant | 1 | |
Exercise price of warrants | $ 11.50 | |
Over-allotment | ||
Subsidiary, Sale of Stock [Line Items] | ||
Number of units issued | 1,500,000 |
PRIVATE PLACEMENT (Details)
PRIVATE PLACEMENT (Details) - USD ($) | Sep. 09, 2020 | Dec. 31, 2020 |
Subsidiary, Sale of Stock [Line Items] | ||
Proceeds from issuance of warrants | $ 4,050,000 | |
Private Placement | ||
Subsidiary, Sale of Stock [Line Items] | ||
Shares issuable per warrant | 1 | |
Exercise price of warrants | $ 11.50 | |
Private Placement | Sponsor | ||
Subsidiary, Sale of Stock [Line Items] | ||
Number of warrants issued | 405,000 | |
Price of warrants | $ 10 | |
Proceeds from issuance of warrants | $ 4,050,000 | |
Private Placement | Class A common stock | ||
Subsidiary, Sale of Stock [Line Items] | ||
Shares issuable per warrant | 0.33 |
RELATED PARTY TRANSACTIONS - Fo
RELATED PARTY TRANSACTIONS - Founder Shares (Details) - USD ($) | Jun. 30, 2020 | Jun. 10, 2020 | Jun. 30, 2020 | Mar. 31, 2021 | Dec. 31, 2020 |
Related Party Transaction [Line Items] | |||||
Issuance of ordinary shares to sponsor | $ 25,000 | ||||
Class B common stock | |||||
Related Party Transaction [Line Items] | |||||
Percentage of issued and outstanding shares after the Initial Public Offering collectively held by initial stockholders | 20.00% | 20.00% | |||
Class B common stock | Sponsor | Founder Shares | |||||
Related Party Transaction [Line Items] | |||||
Number of shares issued | 90,000 | 2,875,000 | 90,000 | ||
Issuance of ordinary shares to sponsor | $ 25,000 | ||||
Number of shares transferred (in shares) | 30,000 | 30,000 | |||
Number of shares subject to forfeiture (in shares) | 375,000 | 375,000 | 375,000 | ||
Percentage of issued and outstanding shares after the Initial Public Offering collectively held by initial stockholders | 20.00% | ||||
Threshold period for not to transfer, assign or sell any of their shares or warrants after the completion of the initial business combination | 1 year | ||||
Stock price trigger to transfer, assign or sell any shares or warrants of the company, after the completion of the initial business combination (in dollars per share) | $ 12 | $ 12 | |||
Threshold trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | 20 days | 20 days | |||
Threshold consecutive trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | 30 days | ||||
Threshold period after the business combination in which the 20 trading days within any 30 trading day period commences | 150 days | 150 days | |||
Class B common stock | Sponsor Holding | Founder Shares | |||||
Related Party Transaction [Line Items] | |||||
Number of shares issued | 2,785,000 | 2,785,000 |
RELATED PARTY TRANSACTIONS - Ad
RELATED PARTY TRANSACTIONS - Additional information (Details) - USD ($) | Sep. 03, 2020 | Mar. 31, 2021 | Dec. 31, 2020 | Sep. 09, 2020 | Jun. 10, 2020 |
Related Party Transaction [Line Items] | |||||
Repayment of promissory note - related party | $ 99,627 | ||||
Promissory Note with Related Party | |||||
Related Party Transaction [Line Items] | |||||
Maximum amounts of transaction | $ 300,000 | ||||
Outstanding amount | $ 99,627 | ||||
Related Party Loans | |||||
Related Party Transaction [Line Items] | |||||
Maximum loans convertible into warrants | $ 1,500,000 | $ 1,500,000 | |||
Price of warrants (in dollars per share) | $ 10 | $ 10 | |||
Related party notes, outstanding balance | $ 0 | $ 0 | |||
Administrative Support Agreement | |||||
Related Party Transaction [Line Items] | |||||
Expenses per month | $ 10,000 | ||||
Incurred fees for services | $ 30,000 | $ 40,000 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details) - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 | Sep. 09, 2020 |
COMMITMENTS AND CONTINGENCIES | |||
Deferred fee per unit | $ 0.35 | $ 0.35 | |
Deferred underwriting fee payable | $ 4,025,000 | $ 4,025,000 | $ 4,025,000 |
STOCKHOLDERS' EQUITY - Preferre
STOCKHOLDERS' EQUITY - Preferred Stock Shares (Details) - $ / shares | Mar. 31, 2021 | Dec. 31, 2020 |
STOCKHOLDERS' EQUITY | ||
Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Preferred shares, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares issued | 0 | 0 |
Preferred shares, shares outstanding | 0 | 0 |
STOCKHOLDERS' EQUITY - Common S
STOCKHOLDERS' EQUITY - Common Stock Shares (Details) - $ / shares | 3 Months Ended | 7 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Class of Stock [Line Items] | ||
Shares subject to possible redemption | 10,248,923 | |
Class A common stock | ||
Class of Stock [Line Items] | ||
Common stock, shares authorized | 380,000,000 | 380,000,000 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common Stock, Voting Rights | one | one |
Common stock, shares issued | 2,696,667 | 1,656,077 |
Common stock, shares outstanding | 2,696,667 | 1,656,077 |
Shares subject to possible redemption | 9,208,333 | 10,248,923 |
Conversion ratio | 1 | 1 |
Class B common stock | ||
Class of Stock [Line Items] | ||
Common stock, shares authorized | 20,000,000 | 20,000,000 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common Stock, Voting Rights | one | one |
Common stock, shares issued | 2,875,000 | 2,875,000 |
Common stock, shares outstanding | 2,875,000 | 2,875,000 |
Percentage of issued and outstanding shares after the Initial Public Offering collectively held by initial stockholders | 20.00% | 20.00% |
WARRANT LIABILITY (Details)
WARRANT LIABILITY (Details) - Redeemable warrants - $ / shares | 3 Months Ended | 7 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Class of Warrant or Right [Line Items] | ||
Public Warrants exercisable term after the completion of a business combination | 30 days | 30 days |
Public Warrants exercisable term from the closing of the initial public offering | 12 months | 12 months |
Public Warrants expiration term | 5 years | 5 years |
Threshold period for filling registration statement after business combination | 15 days | 15 days |
Stock price trigger for redemption of public warrants (in dollars per share) | $ 0.01 | $ 0.01 |
Threshold issue price per share | $ 9.20 | $ 9.20 |
Percentage of gross proceeds on total equity proceeds | 60.00% | 60.00% |
Threshold trading days determining volume weighted average price | 20 days | 20 days |
Adjustment of exercise price of warrants based on market value and newly issued price (as a percent) | 115.00% | 115.00% |
Adjustment of redemption price of stock based on market value and newly issued price 2 (as a percent) | 180 | 180 |
Threshold period for not to transfer, assign or sell any of their shares or warrants after the completion of the initial business combination | 30 days | 30 days |
Redemption of Warrants When the Price per Share of Class A Common Stock Equals or Exceeds $18.00 | ||
Class of Warrant or Right [Line Items] | ||
Threshold period for filling registration statement after business combination | 20 days | 20 days |
Stock price trigger for redemption of public warrants (in dollars per share) | $ 18 | $ 18 |
Minimum threshold written notice period for redemption of public warrants | 30 days | 30 days |
Redemption period | 30 days | 30 days |
Threshold business days before sending notice of redemption to warrant holders | 3 days | 3 days |
INCOME TAX - Net Deferred Tax A
INCOME TAX - Net Deferred Tax Asset (Details) | Dec. 31, 2020USD ($) |
Deferred tax assets | |
Net operating loss carryforward | $ 13,427 |
Organizational costs/Startup expenses | 41,833 |
Total deferred tax assets | 55,260 |
Valuation allowance | (55,260) |
Deferred tax assets, net of allowance | $ 0 |
INCOME TAX - Income Tax Provisi
INCOME TAX - Income Tax Provision Benefit (Details) | 7 Months Ended |
Dec. 31, 2020USD ($) | |
Federal | |
Deferred | $ (55,260) |
Change in valuation allowance | 55,260 |
Income tax provision | $ 0 |
INCOME TAX - Additional Informa
INCOME TAX - Additional Information (Details) | Dec. 31, 2020USD ($) |
INCOME TAX | |
U.S. federal and state net operating loss carryovers available to offset future taxable income | $ 63,937 |
INCOME TAX - Reconciliation Of
INCOME TAX - Reconciliation Of The Federal Income Tax Rate To Our Effective Tax Rate (Details) | 7 Months Ended |
Dec. 31, 2020 | |
INCOME TAX | |
Statutory federal income tax rate | 21.00% |
State taxes, net of federal tax benefit | 0.00% |
Change in fair value of warrant liability | (19.50%) |
Change in valuation allowance | (1.50%) |
Income tax provision | 0.00% |
FAIR VALUE MEASUREMENTS (Detail
FAIR VALUE MEASUREMENTS (Details) | Oct. 26, 2020USD ($) | Mar. 31, 2021USD ($) | Dec. 31, 2020USD ($)Y$ / shares | Sep. 30, 2020 | Sep. 09, 2020 | Jun. 10, 2020USD ($) |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Asset held in Trust account | $ 115,003,881 | $ 115,002,152 | ||||
Expected volatility | ||||||
Fair Value Measurement Inputs and Valuation Techniques [Abstract] | ||||||
Warrants initial measurement | 27 | 27 | 27 | |||
Risk-free interest rate | ||||||
Fair Value Measurement Inputs and Valuation Techniques [Abstract] | ||||||
Warrants initial measurement | 0.34 | 0.34 | 0.34 | |||
U.S. Treasury Securities | ||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Cash and cash equivalents held in Trust Account - U.S. Treasury Securities Money Market Fund | $ 115,002,152 | |||||
U.S. Treasury Securities | Level 1 | Fair Value, Recurring | ||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Cash and cash equivalents held in Trust Account - U.S. Treasury Securities Money Market Fund | 115,003,880 | 115,002,152 | ||||
Assets, Fair Value Disclosure [Abstract] | ||||||
Cash and cash equivalents held in Trust Account - U.S. Treasury Securities Money Market Fund | 115,002,152 | |||||
Redeemable warrants | Fair Value, Recurring | ||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Fair values of warrants upon transfers | 8,520,049 | 3,096,650 | ||||
Value of warrants | 13,045,299 | 4,525,250 | $ 0 | |||
Public Warrants | ||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Fair values of warrants upon transfers | $ 3,545,833 | |||||
Value of warrants | 4,370,000 | |||||
Public Warrants | Fair Value, Recurring | ||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Fair values of warrants upon transfers | 8,164,999 | 2,990,000 | ||||
Value of warrants | 12,534,999 | 4,370,000 | 0 | |||
Public Warrants | Level 1 | Fair Value, Recurring | ||||||
Liabilities, Fair Value Disclosure [Abstract] | ||||||
Warrant Liability | $ 12,534,999 | $ 4,370,000 | ||||
Private Placement Warrants | Expected volatility | ||||||
Fair Value Measurement Inputs and Valuation Techniques [Abstract] | ||||||
Warrants initial measurement | 34 | 18.60 | ||||
Private Placement Warrants | Risk-free interest rate | ||||||
Fair Value Measurement Inputs and Valuation Techniques [Abstract] | ||||||
Warrants initial measurement | 0.94 | 0.41 | ||||
Private Placement Warrants | Strike Price | ||||||
Fair Value Measurement Inputs and Valuation Techniques [Abstract] | ||||||
Warrants initial measurement | $ / shares | 11.50 | |||||
Private Placement Warrants | Fair value of Common Stock | ||||||
Fair Value Measurement Inputs and Valuation Techniques [Abstract] | ||||||
Warrants initial measurement | $ / shares | 10.15 | |||||
Private Placement Warrants | Expected Life | ||||||
Fair Value Measurement Inputs and Valuation Techniques [Abstract] | ||||||
Warrants initial measurement | Y | 4.4 | |||||
Private Placement Warrants | Fair Value, Recurring | ||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Fair values of warrants upon transfers | $ 355,050 | $ 106,650 | ||||
Value of warrants | 510,300 | 155,250 | $ 0 | |||
Private Placement Warrants | Level 1 | Fair Value, Recurring | ||||||
Liabilities, Fair Value Disclosure [Abstract] | ||||||
Warrant Liability | $ 510,300 | 155,250 | ||||
Private Placement Warrants | Level 3 | Fair Value, Recurring | ||||||
Liabilities, Fair Value Disclosure [Abstract] | ||||||
Warrant Liability | $ 155,250 |
FAIR VALUE MEASUREMENTS - Initi
FAIR VALUE MEASUREMENTS - Initial measurement of key inputs for Private Placement Warrants and Public Warrants (Details) | Dec. 31, 2020D$ / shares | Sep. 30, 2020D$ / shares | Sep. 09, 2020D$ / shares |
Risk-free interest rate | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Warrants initial measurement | 0.34 | 0.34 | 0.34 |
Trading days per year | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Warrants initial measurement | D | 252 | 252 | 252 |
Expected volatility | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Warrants initial measurement | 27 | 27 | 27 |
Exercise price | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Warrants initial measurement | 11.50 | 11.50 | 11.50 |
Stock Price | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Warrants initial measurement | 10 | 10 | 10 |
FAIR VALUE MEASUREMENTS - Chang
FAIR VALUE MEASUREMENTS - Changes in fair value of warrant liabilities (Details) - USD ($) | Oct. 26, 2020 | Mar. 31, 2021 | Dec. 31, 2020 |
Public Warrants | |||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||
Fair value as January 1, 2021 | $ 4,370,000 | ||
Change in valuation inputs or other assumptions | $ 3,545,833 | ||
Fair value as of March 31, 2021 | $ 4,370,000 | ||
Fair Value, Recurring | Redeemable warrants | |||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||
Fair value as January 1, 2021 | 4,525,250 | 0 | |
Initial measurement on September 9, 2020 | 1,428,600 | ||
Change in valuation inputs or other assumptions | 8,520,049 | 3,096,650 | |
Fair value as of March 31, 2021 | 13,045,299 | 4,525,250 | |
Fair Value, Recurring | Public Warrants | |||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||
Fair value as January 1, 2021 | 4,370,000 | 0 | |
Initial measurement on September 9, 2020 | 1,380,000 | ||
Change in valuation inputs or other assumptions | 8,164,999 | 2,990,000 | |
Fair value as of March 31, 2021 | 12,534,999 | 4,370,000 | |
Fair Value, Recurring | Private Placement Warrants | |||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||
Fair value as January 1, 2021 | 155,250 | 0 | |
Initial measurement on September 9, 2020 | 48,600 | ||
Change in valuation inputs or other assumptions | 355,050 | 106,650 | |
Fair value as of March 31, 2021 | $ 510,300 | $ 155,250 |
SUBSEQUENT EVENTS - Additional
SUBSEQUENT EVENTS - Additional Information (Details) - USD ($) | Feb. 18, 2021 | Dec. 31, 2020 | Mar. 31, 2021 |
Subsequent Event [Line Items] | |||
Aggregate purchase price | $ 25,000 | ||
Class A common stock | |||
Subsequent Event [Line Items] | |||
Common stock, shares issued | 1,656,077 | 2,696,667 | |
Class A common stock | PIPE Investor Subscription Agreements | Subsequent event | |||
Subsequent Event [Line Items] | |||
Common stock, shares issued | 42,500,000 | ||
Share price | $ 10 | ||
Aggregate purchase price | $ 425,000,000 | ||
Class A common stock | Foresite Funds | Subsequent event | |||
Subsequent Event [Line Items] | |||
Common stock, shares issued | 696,250 | ||
Share price | $ 0.001 | ||
Aggregate purchase price | $ 696.25 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Sep. 09, 2020 | Jun. 09, 2020 |
Current Assets | |||||
Cash | $ 591,130 | $ 1,034,163 | |||
Prepaid expenses | 164,058 | 149,727 | |||
Total Current Assets | 755,188 | 1,183,890 | |||
Cash and cash equivalents held in Trust Account | 115,003,881 | 115,002,152 | |||
Total Assets | 115,759,069 | 116,186,042 | |||
Current Liabilities: | |||||
Accounts payable and accrued expenses | 1,605,439 | 146,558 | |||
Total Current Liabilities | 1,605,439 | 146,558 | |||
Warrant liability | 13,045,299 | 4,525,250 | $ 1,825,433 | $ 5,598,227 | |
Deferred underwriting fee payable | 4,025,000 | 4,025,000 | 4,025,000 | ||
Total Liabilities | 18,675,738 | 8,696,808 | 5,938,775 | 5,598,227 | |
Commitments and Contingencies | |||||
Class A common stock subject to possible redemption, 9,208,333 and 10,248,923 shares at March 31, 2021 and December 31, 2020 at $10.00 per share, respectively | 92,083,330 | 102,489,230 | |||
Stockholders' Equity | |||||
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; no shares issued and outstanding | |||||
Common stock | 166 | 137 | 133 | ||
Additional paid-in capital | 18,991,736 | 8,585,940 | 5,674,272 | 5,227,183 | |
Accumulated deficit | (13,992,293) | (3,586,390) | $ (674,687) | $ (227,601) | |
Total Stockholders' Equity | 5,000,001 | 5,000,004 | $ 0 | ||
Total Liabilities and Stockholders' Equity | 115,759,069 | 116,186,042 | |||
Class A common stock | |||||
Stockholders' Equity | |||||
Common stock | 270 | 166 | |||
Class B common stock | |||||
Stockholders' Equity | |||||
Common stock | $ 288 | $ 288 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Mar. 31, 2021 | Dec. 31, 2020 |
Shares subject to possible redemption | 10,248,923 | |
Shares subject to possible redemption, par value per share | $ 10 | |
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Class A common stock | ||
Shares subject to possible redemption | 9,208,333 | 10,248,923 |
Shares subject to possible redemption, par value per share | $ 10 | $ 10 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 380,000,000 | 380,000,000 |
Common stock, shares issued | 2,696,667 | 1,656,077 |
Common stock, shares outstanding | 2,696,667 | 1,656,077 |
Class B common stock | ||
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 20,000,000 | 20,000,000 |
Common stock, shares issued | 2,875,000 | 2,875,000 |
Common stock, shares outstanding | 2,875,000 | 2,875,000 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS - USD ($) | 3 Months Ended | 4 Months Ended | 7 Months Ended | |
Mar. 31, 2021 | Sep. 30, 2020 | Sep. 30, 2020 | Dec. 31, 2020 | |
Formation and general and administrative expenses | $ 1,887,583 | $ 265,291 | ||
Loss from operations | (1,887,583) | (265,291) | ||
Other income (expense): | ||||
Interest earned on cash and cash equivalents held in Trust Account | 1,729 | 2,152 | ||
Change in fair value of warrant liability | (8,520,049) | $ (396,833) | $ (396,833) | (3,096,650) |
Transaction costs allocated to warrant liabilty | (226,601) | (226,601) | (226,601) | |
Net loss | $ (10,405,903) | $ (673,687) | $ (574,687) | $ (3,586,390) |
Weighted average shares outstanding of common stock | 405,000 | 405,000 | ||
Class A common stock | ||||
Other income (expense): | ||||
Weighted average shares outstanding of common stock | 11,500,000 | |||
Class B common stock | ||||
Other income (expense): | ||||
Weighted average shares outstanding of common stock | 3,100,220 | |||
Class A redeemable common stock | ||||
Other income (expense): | ||||
Weighted average shares outstanding of common stock | 11,500,000 | 11,500,000 | 11,500,000 | 11,500,000 |
Basic and diluted income per share | $ 0 | $ 0 | $ 0 | $ 0 |
Class A and Class B non-redeemable common stock | ||||
Other income (expense): | ||||
Weighted average shares outstanding of common stock | 3,280,000 | 3,280,000 | 3,280,000 | 3,100,220 |
Basic and diluted income per share | $ (3.17) | $ (0.16) | $ (0.16) | $ (1.16) |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY - USD ($) | Class A common stockCommon Stock | Class B common stockCommon Stock | Additional Paid-in Capital | (Accumulated Deficit)/ Retained Earnings | Total |
Balance at the end at Dec. 31, 2020 | $ 166 | $ 288 | $ 8,585,940 | $ (3,586,390) | $ 5,000,004 |
Balance at the end (in shares) at Dec. 31, 2020 | 1,656,077 | 2,875,000 | |||
Balance at the beginning at Jun. 09, 2020 | $ 0 | $ 0 | 0 | 0 | 0 |
Balance at the beginning (in shares) at Jun. 09, 2020 | 0 | 0 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Sale of 11,500,000 Units, net of underwriting discounts and warrant liability | $ 1,150 | 107,048,074 | 107,049,224 | ||
Sale of 11,500,000 Units, net of underwriting discounts and warrant liability (in shares) | 11,500,000 | ||||
Sale of 405,000 Private Placement Units, net of warrant liability | $ 41 | 4,001,359 | 4,001,400 | ||
Sale of 405,000 Private Placement Units, net of warrant liability (in shares) | 405,000 | ||||
Common stock subject to possible redemption | $ (1,025) | (102,488,205) | $ (102,489,230) | ||
Common stock subject to possible redemption (in shares) | (10,248,923) | (10,248,923) | |||
Net loss | (3,586,390) | $ (3,586,390) | |||
Balance at the end at Dec. 31, 2020 | $ 166 | $ 288 | 8,585,940 | (3,586,390) | 5,000,004 |
Balance at the end (in shares) at Dec. 31, 2020 | 1,656,077 | 2,875,000 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Change in value of common stock subject to possible redemption | $ 104 | $ 0 | 10,405,796 | 0 | 10,405,900 |
Change in value of common stock subject to possible redemption (in shares) | 1,040,590 | 0 | |||
Net loss | (10,405,903) | (10,405,903) | |||
Balance at the end at Mar. 31, 2021 | $ 270 | $ 288 | $ 18,991,736 | $ (13,992,293) | $ 5,000,001 |
Balance at the end (in shares) at Mar. 31, 2021 | 2,696,667 | 2,875,000 |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS | 3 Months Ended |
Mar. 31, 2021USD ($) | |
Cash Flows from Operating Activities: | |
Net loss | $ (10,405,903) |
Adjustments to reconcile net income (loss) to net cash used in operating activities: | |
Change in fair value of warrant liability | 8,520,049 |
Interest earned on marketable securities held in Trust Account | (1,729) |
Changes in operating assets and liabilities: | |
Prepaid expenses | (14,331) |
Accounts payable and accrued expenses | 1,458,881 |
Net cash (used in) operating activities | (443,033) |
Cash Flows from Financing Activities: | |
Net Change in Cash | (443,033) |
Cash - Beginning of period | 1,034,163 |
Cash - End of period | 591,130 |
Supplemental Disclosure of Non-Cash Investing and Financing Activities: | |
Change in value of Class A common stock subject to possible redemption | $ 10,405,900 |
DESCRIPTION OF ORGANIZATION A_3
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | 3 Months Ended | 7 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | ||
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS HighCape Capital Acquisition Corp. (the “Company”) was incorporated in Delaware on June 10, 2020. The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. The Company is not limited to a particular industry or sector 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. As of March 31, 2021 , the Company had not commenced any operations. All activity for the period from June 10, 2020 (inception) through March 31, 2021 relates to the Company’s formation, the initial public offering (“Initial Public Offering”), which is described below, and, after the Initial Public Offering, identifying a target company for a Business Combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income from the proceeds derived from the Initial Public Offering. The registration statement for the Company’s Initial Public Offering was declared effective on September 3, 2020. On September 9, 2020 the Company consummated the Initial Public Offering of 11,500,000 units (the “Units” 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 fee and $472,377 of other offering costs. 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. government 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 to 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. 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. | NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS HighCape Capital Acquisition Corp. (the “Company” or “HighCape”) was incorporated in Delaware on June 10, 2020. The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. The Company is not limited to a particular industry or sector 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. As of December 31, 2020, the Company had not commenced any operations. All activity for the period from June 10, 2020 (inception) through December 31, 2020 relates to the Company’s formation, the initial public offering (“Initial Public Offering”), which is described below, and, after the Initial Public Offering, identifying a target company for a Business Combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income from the proceeds derived from the Initial Public Offering. The registration statement for the Company’s Initial Public Offering was declared effective on September 3, 2020. On September 9, 2020 the Company consummated the Initial Public Offering of 11,500,000 units (the “Units” 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 4. 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 5. Transaction costs amounted to $6,797,377, consisting of $2,300,000 of underwriting fees, $4,025,000 of deferred underwriting fee and $472,377 of other offering costs. 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. government 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 to 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. 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 6), Private Placement Shares (as defined in Note 5) 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 7) 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. |
SUMMARY OF SIGNIFICANT ACCOUN_8
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 3 Months Ended | 7 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10‑Q and Regulation S-X of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed and consolidated or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed consolidated financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Company’s Annual Report on Form 10-K/A as filed with the SEC on May 10, 2021. The interim results for the three months ended March 31, 2021 are not necessarily indicative of the results to be expected for the year ending December 31, 2021 or for any future interim periods. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. 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 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 apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated 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 in its operating account as of March 31, 2021 and December 31, 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 March 31, 2021, and December 31, 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 consolidated balance sheets. 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. Warrant Liability The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own common shares and whether the warrant holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. The fair value of Public Warrants issued in connection with the Initial Public Offering have subsequently been measured based on the listed market price of such warrants. For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the statements of operations. The fair value of the private warrants was estimated using a binomial lattice model methodology. 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. 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 March 31, 2021 . The Company is currently not aware of any issues under review that could result 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 statement of operations includes a presentation of income (loss) per share for common shares subject to possible redemption in a manner similar to the two-class method of income (loss) 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, by the weighted average number of Class A redeemable common stock outstanding since original issuance. Net loss per share, basic and diluted, for Class A and B non-redeemable common stock is calculated by dividing the net loss, adjusted for income attributable to Class A redeemable common stock, net of applicable franchise and income taxes, by the weighted average number of Class A and B non-redeemable common stock outstanding for the period. Class A and B non-redeemable common stock includes the Founder Shares as these shares do not have any redemption features and do not participate in the income earned on the Trust Account. The following table reflects the calculation of basic and diluted net income (loss) per common share (in dollars, except per share amounts): March 31, 2021 Redeemable Class A Common Stock Numerator: Earnings allocable to Redeemable Class A Common Stock Interest Income $ 1,729 Income and Franchise Tax (1,729) Net Earnings $ — Denominator: Weighted Average Redeemable Class A Common Stock Redeemable Class A Common Stock, Basic and Diluted 11,500,000 Earnings/Basic and Diluted Redeemable Class A Common Stock $ Non-Redeemable Class A and B Common Stock Numerator: Net Loss minus Redeemable Net Earnings Net Loss $ (10,405,903) Redeemable Net Earnings — Non-Redeemable Net Loss $ (10,405,903) Denominator: Weighted Average Non-Redeemable Class A and B Common Stock Non-Redeemable Class A and B Common Stock, Basic and Diluted (1) 3,280,000 Loss/Basic and Diluted Non-Redeemable Class A and B Common Stock $ (3.17) Note: As of March 31, 2021, basic and diluted shares are the same as there are no non-redeemable securities that are dilutive to the Company’s stockholders. (1) The weighted average non-redeemable common stock for the three months ended March 31, 2021 includes the effect of 405,000 Private Placement Units, which were issued in conjunction with the initial public offering on September 9, 2020. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations 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. The Company has 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 The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying condensed consolidated balance sheets, primarily due to their short-term nature. Recent Accounting Standards Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s unaudited condensed consolidated financial statements. | NOTE 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying financial statements are presented in U.S. dollars and have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the accounting and disclosure rules and regulations of the Securities and Exchange Commission (the “SEC”). Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. 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 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 apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting 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. 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 December 31, 2020, Class A common stock subject to possible redemption are presented as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheet. 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. Warrant Liability The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own common shares and whether the warrant holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the statements of operations. The fair value of the warrants was estimated using a binomial lattice model methodology (see Note 11). 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. 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 December 31, 2020. The Company is currently not aware of any issues under review that could result 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 statement of operations includes a presentation of income (loss) per share for common shares subject to possible redemption in a manner similar to the two-class method of income (loss) 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, by the weighted average number of Class A redeemable common stock outstanding since original issuance. Net loss per share, basic and diluted, for Class A and B non-redeemable common stock is calculated by dividing the net loss, adjusted for income attributable to Class A redeemable common stock, net of applicable franchise and income taxes, by the weighted average number of Class A and B non-redeemable common stock outstanding for the period. Class A and B non-redeemable common stock includes the Founder Shares as these shares do not have any redemption features and do not participate in the income earned on the Trust Account. The following table reflects the calculation of basic and diluted net income (loss) per common share (in dollars, except per share amounts): For the Period From June 10, 2020 (inception) Through December 31, 2020 Redeemable Class A Common Stock Numerator: Earnings allocable to Redeemable Class A Common Stock Interest Income $ 2,152 Income and Franchise Tax (2,152) Net Earnings $ — Denominator: Weighted Average Redeemable Class A Common Stock Redeemable Class A Common Stock, Basic and Diluted 11,500,000 Earnings/Basic and Diluted Redeemable Class A Common Stock $ 0.00 Non-Redeemable Class A and B Common Stock Numerator: Net Loss minus Redeemable Net Earnings Net Loss $ (3,586,390) Redeemable Net Earnings — Non-Redeemable Net Loss $ (3,589,390) Denominator: Weighted Average Non-Redeemable Class A and B Common Stock Non-Redeemable Class A and B Common Stock, Basic and Diluted (1) 3,100,220 Loss/Basic and Diluted Non-Redeemable Class A and B Common Stock $ (1.16) Note: (1) The weighted average non-redeemable common stock for the year ended December 31, 2020 includes the effect of 405,000 Private Placement Units, which were issued in conjunction with the initial public offering on September 9, 2020. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations 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. The Company has 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 The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature. Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: · Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; · Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and · Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging”. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date. Recent Accounting Standards Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements. |
INITIAL PUBLIC OFFERING_2
INITIAL PUBLIC OFFERING | 3 Months Ended | 7 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
INITIAL PUBLIC OFFERING | ||
INITIAL PUBLIC OFFERING | NOTE 3. INITIAL PUBLIC OFFERING Pursuant to the Initial Public Offering, the Company sold 11,500,000 Units, which included 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. Each Unit consists of one share of Class A common stock and one-third of one redeemable warrant (“Public Warrant”). Each whole Public Warrant entitles the holder to purchase one share of Class A common stock at a price of $11.50 per share, subject to adjustment (see Note 7). | NOTE 4. INITIAL PUBLIC OFFERING Pursuant to the Initial Public Offering, the Company sold 11,500,000 Units, which included 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. Each Unit consists of one share of Class A common stock and one-third of one redeemable warrant (“Public Warrant”). Each whole Public Warrant entitles the holder to purchase one share of Class A common stock at a price of $11.50 per share, subject to adjustment (see Note 8). |
PRIVATE PLACEMENT_2
PRIVATE PLACEMENT | 3 Months Ended | 7 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
PRIVATE PLACEMENT | ||
PRIVATE PLACEMENT | NOTE 4. PRIVATE PLACEMENT 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 of one share of Class A common stock (“Private Placement Share” or, collectively, “Private Placement Shares”) and one-third of one warrant (each, a “Private Placement Warrant”). Each whole Private Placement Warrant is exercisable to purchase one share of Class A common stock at a price of $11.50 per share, subject to adjustment. A portion of the proceeds from the Private Placement Units were added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Placement Units will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law), and the Private Placement Units and all underlying securities will expire worthless. | NOTE 5. PRIVATE PLACEMENT 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 of one share of Class A common stock (“Private Placement Share” or, collectively, “Private Placement Shares”) and one-third of one warrant (each, a “Private Placement Warrant”). Each whole Private Placement Warrant is exercisable to purchase one share of Class A common stock at a price of $11.50 per share, subject to adjustment. A portion of the proceeds from the Private Placement Units were added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Placement Units will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law), and the Private Placement Units and all underlying securities will expire worthless. |
RELATED PARTY TRANSACTIONS_2
RELATED PARTY TRANSACTIONS | 3 Months Ended | 7 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
RELATED PARTY TRANSACTIONS | ||
RELATED PARTY TRANSACTIONS | NOTE 5. RELATED PARTY TRANSACTIONS Founder Shares On June 10, 2020, the Company issued an aggregate of 2,875,000 shares of Class B common stock to the Sponsor (the “Founder Shares”) 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% 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 A common stock equals 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. 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 certain of the Company’s officers 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 out 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 March 31 , 2021, 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. For the three months ended March 31, 2021, the Company incurred and paid $30,000 in fees for these services. | NOTE 6. RELATED PARTY TRANSACTIONS Founder Shares On June 10, 2020, the Company issued an aggregate of 2,875,000 shares of Class B common stock to the Sponsor (the “Founder Shares”) 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% 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 A common stock equals 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. 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 certain of the Company’s officers 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 out 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 December 31, 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. For the period from June 10, 2020 (inception) through December 31, 2020, the Company incurred and paid $40,000 in fees for these services. |
COMMITMENTS AND CONTINGENCIES_2
COMMITMENTS AND CONTINGENCIES | 3 Months Ended | 7 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
COMMITMENTS AND CONTINGENCIES | ||
COMMITMENTS AND CONTINGENCIES | NOTE 6. COMMITMENTS AND CONTINGENCIES Risks and Uncertainties Management continues 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 and/or search for a target company, the specific impact is not readily determinable as of the date of the financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Registration Rights Pursuant to a registration rights agreement entered into on September 3, 2020, the holders of the Founder Shares, Private Placement Units, Private Placement Shares, Private Placement Warrants and securities that may be issued upon conversion of Working Capital Loans (and any Class A common stock issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans and upon conversion of the Founder Shares) are entitled to registration rights, requiring the Company to register such securities and any other securities of the Company acquired by them prior to the consummation of a Business Combination for resale. The holders of these securities will be entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of a Business Combination. The registration rights agreement does not contain liquidating damages or other cash settlement provisions resulting from delays in registering the Company’s securities. The Company will bear the expenses incurred in connection with the filing of any such registration statements. 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. Business Combination Agreement On February 18, 2021, HighCape Capital Acquisition Corp. (“HighCape” or the “Company”), entered into a business combination agreement, by and among HighCape, Tenet Merger Sub, Inc., a wholly owned subsidiary of HighCape (“Merger Sub”), and Quantum-SI Incorporated (“Quantum-SI”) (as it may be amended, supplemented or otherwise modified from time to time, the “Business Combination Agreement”). The Business Combination Agreement provides for, among other things, the following: on the closing date of the Business Combination (the “Closing Date”), Merger Sub will merge with and into Quantum-SI at the Effective Time, with Quantum-SI as the surviving corporation in the Business Combination and, after giving effect to the Merger, Quantum-SI will be a wholly-owned subsidiary of HighCape. As a consequence of the Merger, at the Effective Time, (i) each share of Quantum-SI capital stock (other than shares of Quantum-SI Series A preferred stock) issued and outstanding as of immediately prior to the Effective Time will become the right to receive a number of shares of New Quantum-SI Class A common stock equal to the Exchange Ratio, as defined in the Business Combination Agreement, (ii) each share of Quantum-SI Series A preferred stock issued and outstanding as of immediately prior to the Effective Time will become the right to receive a number of shares of New Quantum-SI Class B common stock equal to the Exchange Ratio, (iii) each option to purchase shares of Quantum-SI common stock, whether vested or unvested, that is outstanding and unexercised as of immediately prior to the Effective Time will be assumed by New Quantum-SI and will automatically become an option (vested or unvested, as applicable) to purchase a number of shares of New Quantum-SI Class A common stock equal to the number of shares of Quantum-SI common stock subject to such option immediately prior to the Effective Time multiplied by the Exchange Ratio, and (iv) each Quantum-SI restricted stock unit outstanding immediately prior to the Effective Time will be assumed by New Quantum-SI and will automatically become a restricted stock unit with respect to a number of shares of New Quantum-SI Class A common stock. The Business Combination Agreement contains customary representations, warranties and covenants by the parties thereto and the Closing is subject to certain conditions as further described in the Business Combination Agreement. Concurrently with the execution of the Business Combination Agreement, HighCape has entered into subscription agreements, dated as of February 18, 2021 (the “PIPE Investor Subscription Agreements”), with certain institutional and accredited investors (the “PIPE Investors”), pursuant to which the PIPE Investors have agreed to subscribe for and purchase, and HighCape has agreed to issue and sell to the PIPE Investors, immediately prior to the Closing, an aggregate of 42,500,000 shares of HighCape Class A common stock at a price of $10.00 per share (the “PIPE Financing”), for aggregate gross proceeds of $425,000,000. Concurrently with the execution of the Business Combination Agreement, HighCape has entered into subscription agreements, dated as of February 18, 2021 (the “Subscription Agreements”), with certain affiliates of Foresite (the “Foresite Funds”), pursuant to which the Foresite Funds will be issued 696,250 shares of HighCape Class A common stock at a price of $0.001 per share for aggregate gross proceeds of $696.25 after a corresponding number of shares of HighCape Class B Common Stock are irrevocably forfeited by the Sponsor to HighCape for no consideration and automatically cancelled. | NOTE 7. COMMITMENTS AND CONTINGENCIES Risks and Uncertainties Management continues 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 and/or search for a target company, the specific impact is not readily determinable as of the date of the financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Registration Rights Pursuant to a registration rights agreement entered into on September 3, 2020, the holders of the Founder Shares, Private Placement Units, Private Placement Shares, Private Placement Warrants and securities that may be issued upon conversion of Working Capital Loans (and any Class A common stock issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans and upon conversion of the Founder Shares) are entitled to registration rights, requiring the Company to register such securities and any other securities of the Company acquired by them prior to the consummation of a Business Combination for resale. The holders of these securities will be entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of a Business Combination. The registration rights agreement does not contain liquidating damages or other cash settlement provisions resulting from delays in registering the Company’s securities. The Company will bear the expenses incurred in connection with the filing of any such registration statements. 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. |
STOCKHOLDERS' EQUITY_2
STOCKHOLDERS' EQUITY | 3 Months Ended | 7 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
STOCKHOLDERS' EQUITY | ||
STOCKHOLDERS' EQUITY | NOTE 7. STOCKHOLDERS’ EQUITY 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, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors. At March 31, 2021, there were no shares of preferred stock issued or outstanding. Class A Common Stock — The Company is authorized to issue 380,000,000 shares of Class A common stock with a par value of $0.0001 per share. Holders of Class A common stock are entitled to one vote for each share. At March 31, 2021 and December 31, 2020, there were 2,696,667 and 1,656,077 shares of Class A common stock issued and outstanding, excluding 9,208,333 and 10,248,923 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 March 31, 2021 and December 31, 2020, there were 2,875,000 shares of Class B common stock issued and outstanding. Only holders of 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 Combination the number of shares of Class A common stock issuable upon conversion of all Founder Shares will equal, in the aggregate, on an as-converted basis, 20% of the total number of shares of Class A common stock outstanding after such conversion (after giving effect to any redemptions of shares of Class A common stock by public stockholders and excluding the Private Placement Shares underlying the Private Placement Warrants), including the total number of shares of Class A common stock issued, or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of a Business Combination, excluding any shares of Class A common stock or equity-linked securities or rights exercisable for or convertible into shares of Class A common stock issued, or to be issued, to any seller in a Business Combination and any Private Placement Units issued to the Sponsor, officers or directors upon conversion of Working Capital Loans, provided that such conversion of Founder Shares will never occur on a less than one-for-one basis. | NOTE 8. STOCKHOLDERS’ EQUITY 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, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors. At December 31, 2020, there were no shares of preferred stock issued or outstanding. Class A Common Stock — The Company is authorized to issue 380,000,000 shares of Class A common stock with a par value of $0.0001 per share. Holders of Class A common stock are entitled to one vote for each share. At December 31, 2020, there were 1,656,077 shares of Class A common stock issued and outstanding, excluding 10,248,923 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 December 31, 2020, there were 2,875,000 shares of Class B common stock issued and outstanding. Only holders of 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 Combination the number of shares of Class A common stock issuable upon conversion of all Founder Shares will equal, in the aggregate, on an as-converted basis, 20% of the total number of shares of Class A common stock outstanding after such conversion (after giving effect to any redemptions of shares of Class A common stock by public stockholders and excluding the Private Placement Shares underlying the Private Placement Warrants), including the total number of shares of Class A common stock issued, or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of a Business Combination, excluding any shares of Class A common stock or equity-linked securities or rights exercisable for or convertible into shares of Class A common stock issued, or to be issued, to any seller in a Business Combination and any Private Placement Units issued to the Sponsor, officers or directors upon conversion of Working Capital Loans, provided that such conversion of Founder Shares will never occur on a less than one-for-one basis. |
WARRANT LIABILITY_2
WARRANT LIABILITY | 3 Months Ended |
Mar. 31, 2021 | |
WARRANT LIABILITY. | |
WARRANT LIABILITY | NOTE 8. WARRANT LIABILITY Public Warrants may only be exercised for a whole number of shares. No fractional warrants will be issued upon separation of the Units and only whole warrants will trade. The Public Warrants will become exercisable 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 Combination or earlier upon redemption or liquidation. The Company will not be obligated to deliver any shares of Class A common stock pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act with respect to the Class A common stock underlying the warrants is then effective and a current prospectus relating thereto is current, subject to the Company satisfying its obligations with respect to registration. No warrant will be exercisable and the Company will not be obligated to issue shares of Class A common stock upon exercise of a warrant unless the shares of Class A common stock issuable upon such warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the warrants. 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. Once the warrants become exercisable, the Company may redeem the 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. If and when the warrants become redeemable by the Company, the Company may exercise its redemption right even if it is unable to register or qualify the underlying securities for sale under all applicable state securities laws. In addition, if (x) the Company issues additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of a Business Combination at an issue price or effective issue price of less than $9.20 per share of Class A common stock (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors, and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or its affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of a Business Combination on the date of the completion of a Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Company’s Class A common stock during the 20 trading day period starting on the trading day after the day on which the Company completes a Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price. The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that (1) the Private Placement Warrants and the Class A common stock issuable upon the exercise of the Private Placement Warrants will not be transferable, assignable or saleable until 30 days after the completion of a Business Combination, subject to certain limited exceptions, (2) the Private Placement Warrants will be exercisable on a cashless basis, (3) the Private Placement Warrants will be non-redeemable so long 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. If the Private Placement Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants. |
FAIR VALUE MEASUREMENTS_2
FAIR VALUE MEASUREMENTS | 3 Months Ended | 7 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
FAIR VALUE MEASUREMENTS | ||
FAIR VALUE MEASUREMENTS | NOTE 9. FAIR VALUE MEASUREMENTS At March 31, 2021 and December 31, 2020, assets held in the Trust Account were comprised of $115,003,881 and $115,002,152 in money market funds, which are invested in U.S. Treasury Securities, respectively. During the three months ended March 31, 2021 and year ended December 31, 2020, the Company did not withdraw any interest income from the Trust Account. The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. Level 3: Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability. At March 31, 2021, there were 3,833,333 Public Warrants and 135,000 Private Placement Warrants outstanding. The following table presents information about the Company’s assets that are measured at fair value on a recurring basis at March 31, 2021 and December 31, 2020 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: March 31, December 31, Description Level 2021 2020 Assets: Cash and cash equivalents held in Trust Account – U.S. Treasury Securities Money Market Fund 1 $ 115,003,880 $ 115,002,152 Liabilities: Warrant Liability – Public Warrants 1 $ 12,534,999 $ 4,370,000 Warrant Liability – Private Placement Warrants 3 $ 510,300 $ 115,250 The following table presents the changes in the fair value of warrant liabilities: Private Placement Public Warrant Liabilities Fair value as January 1, 2021 $ 155,250 $ 4,370,000 $ 4,525,250 Change in valuation inputs or other assumptions 355,050 8,164,999 8,520,049 Fair value as of March 31, 2021 $ 510,300 $ 12,534,999 $ 13,045,299 There were no transfers in or out of Level 3 from other levels in the fair value hierarchy. The key inputs into the binomial lattice simulation model for the Private Placement Warrants were as follows at March 31, 2021 and December 31, 2020: March December Input 31, 2021 31, 2020 Risk-free interest rate 0.94 % % Trading days per year 252 252 Expected volatility 34.0 % % Exercise price $ 11.50 $ 11.50 Stock Price $ $ | NOTE 11. FAIR VALUE MEASUREMENTS At December 31, 2020, assets held in the Trust Account were comprised of $115,002,152 in money market funds, which are invested in U.S. Treasury Securities. During the period from June 10, 2020 (inception) through December 31, 2020, the Company did not withdraw any interest income from the Trust Account. The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1: Level 2: Level 3: The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis at December 31, 2020 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value. December 31, Level 2020 Assets: Cash and cash equivalents held in Trust Account – U.S. Treasury Securities Money Market Fund 1 $ 115,002,152 Liabilities: Warrant Liability - Public Warrants 1 $ 4,370,000 Warrant Liability - Private Placement Warrants 3 $ 155,250 The Warrants were accounted for as liabilities in accordance with ASC 815-40 and are presented within warrant liabilities on our balance sheet. The warrant liabilities are measured at fair value at inception and on a recurring basis, with changes in fair value presented within change in fair value of warrant liabilities in the statement of operations. The Private Placement Warrants were initially valued using a binomial lattice model, which is considered to be a Level 3 fair value measurement. The binomial lattice model’s primary unobservable input utilized in determining the fair value of the Private Placement Warrants is the expected volatility of the common stock. The expected volatility as of the IPO date was derived from observable public warrant pricing on comparable ‘blank-check’ companies without an identified target. The expected volatility as of subsequent valuation dates will be implied from the Company’s own public warrant pricing. A binomial lattice model methodology was also used in estimating the fair value of the Public Warrants for periods where no observable traded price was available, using the same expected volatility as was used in measuring the fair value of the Private Placement Warrants. For periods subsequent to the detachment of the Warrants from the Units, the close price of the Public Warrant price will be used as the fair value as of each relevant date. As of December 31, 2020, the significant assumptions used in preparing the option pricing model for valuing the warrant liability of the Private Placement Warrants include (i) volatility of 18.6%, (ii) risk-free interest rate of 0.41%, (iii) strike price ($11.50), (iv) fair value of common stock ($10.15), and (v) expected life of 4.4 years. The key inputs into the binomial lattice simulation model for the Private Placement Warrants and Public Warrants were as follows at initial measurement, September 30, 2020 and December 31, 2020 (Private Warrants only): September 9, 2020 (Initial September 30, December 31, Input Measurement) 2020 2020 Risk-free interest rate 0.34 % 0.34 % 0.34 % Trading days per year 252 252 252 Expected volatility 27.0 % 27.0 % 27.0 % Exercise price $ 11.50 $ 11.50 $ 11.50 Stock Price $ 10.00 $ 10.00 $ 10.00 The following table presents the changes in the fair value of warrant liabilities: Private Placement Public Warrant Liabilities Fair value as of June 10, 2020 (inception) $ — $ — $ — Initial measurement on September 9, 2020 48,600 1,380,000 1,428,600 Change in valuation inputs or other assumptions 106,650 2,990,000 3,096,650 Fair value as of December 31, 2020 $ 155,250 $ 4,370,000 $ 4,525,250 On October 26, 2020, our Publicly Warrants were separated from our Units and began trading, at which point the Warrant Liability related to the Publicly Warrants transferred from a Level 3 liability to a Level 1 liability. The value of the Publicly Warrants upon transfer was $3,545,833. The value of the Public Warrants at 12/31/20 was $4,370,000. |
SUBSEQUENT EVENTS_2
SUBSEQUENT EVENTS | 3 Months Ended | 7 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
SUBSEQUENT EVENTS | ||
SUBSEQUENT EVENTS | NOTE 10. SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were issued. Based upon this review, other than as described below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements. As described in Note 1, the Company completed the Business Combination on June 10, 2021. | NOTE 12. SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were issued. Based upon this review, other than as described below and in Note 2, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements. On February 18, 2021, HighCape Capital Acquisition Corp. (“HighCape” or the “Company”), entered into a business combination agreement, by and among HighCape, Tenet Merger Sub, Inc., a wholly owned subsidiary of HighCape (“Merger Sub”), and Quantum-SI Incorporated (“Quantum-SI”) (as it may be amended, supplemented or otherwise modified from time to time, the “Business Combination Agreement”). The Business Combination Agreement provides for, among other things, the following: on the closing date of the Business Combination (the “Closing Date”), Merger Sub will merge with and into Quantum-SI at the Effective Time, with Quantum-SI as the surviving corporation in the Business Combination and, after giving effect to the Merger, Quantum-SI will be a wholly-owned subsidiary of HighCape. As a consequence of the Merger, at the Effective Time, (i) each share of Quantum-SI capital stock (other than shares of Quantum-SI Series A preferred stock) issued and outstanding as of immediately prior to the Effective Time will become the right to receive a number of shares of New Quantum-SI Class A common stock equal to the Exchange Ratio, as defined in the Business Combination Agreement, (ii) each share of Quantum-SI Series A preferred stock issued and outstanding as of immediately prior to the Effective Time will become the right to receive a number of shares of New Quantum-SI Class B common stock equal to the Exchange Ratio, (iii) each option to purchase shares of Quantum-SI common stock, whether vested or unvested, that is outstanding and unexercised as of immediately prior to the Effective Time will be assumed by New Quantum-SI and will automatically become an option (vested or unvested, as applicable) to purchase a number of shares of New Quantum-SI Class A common stock equal to the number of shares of Quantum-SI common stock subject to such option immediately prior to the Effective Time multiplied by the Exchange Ratio, and (iv) each Quantum-SI restricted stock unit outstanding immediately prior to the Effective Time will be assumed by New Quantum-SI and will automatically become a restricted stock unit with respect to a number of shares of New Quantum-SI Class A common stock. The Business Combination Agreement contains customary representations, warranties and covenants by the parties thereto and the Closing is subject to certain conditions as further described in the Business Combination Agreement. Concurrently with the execution of the Business Combination Agreement, HighCape has entered into subscription agreements, dated as of February 18, 2021 (the “PIPE Investor Subscription Agreements”), with certain institutional and accredited investors (the “PIPE Investors”), pursuant to which the PIPE Investors have agreed to subscribe for and purchase, and HighCape has agreed to issue and sell to the PIPE Investors, immediately prior to the Closing, an aggregate of 42,500,000 shares of HighCape Class A common stock at a price of $10.00 per share (the “PIPE Financing”), for aggregate gross proceeds of $425,000,000. Concurrently with the execution of the Business Combination Agreement, HighCape has entered into subscription agreements, dated as of February 18, 2021 (the “Subscription Agreements”), with certain affiliates of Foresite (the “Foresite Funds”), pursuant to which the Foresite Funds will be issued 696,250 shares of HighCape Class A common stock at a price of $0.001 per share for aggregate gross proceeds of $696.25 after a corresponding number of shares of HighCape Class B Common Stock are irrevocably forfeited by the Sponsor to HighCape for no consideration and automatically cancelled. As described in Note 1, the Company completed the Business Combination on June 10, 2021. |
SUMMARY OF SIGNIFICANT ACCOUN_9
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 3 Months Ended | 7 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ||
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10‑Q and Regulation S-X of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed and consolidated or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed consolidated financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Company’s Annual Report on Form 10-K/A as filed with the SEC on May 10, 2021. The interim results for the three months ended March 31, 2021 are not necessarily indicative of the results to be expected for the year ending December 31, 2021 or for any future interim periods. | Basis of Presentation The accompanying financial statements are presented in U.S. dollars and have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the accounting and disclosure rules and regulations of the Securities and Exchange Commission (the “SEC”). |
Emerging Growth Company | Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. 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 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 apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. | Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. 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 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 apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. |
Use of Estimates | Use of Estimates The preparation of condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated 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. | Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting 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 | 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 in its operating account as of March 31, 2021 and December 31, 2020. | |
Class A Common Stock Subject to Possible Redemption | 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 March 31, 2021, and December 31, 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 consolidated balance sheets. | 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 December 31, 2020, Class A common stock subject to possible redemption are presented as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheet. |
Offering Costs | 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. | 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. |
Warrant Liability | Warrant Liability The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own common shares and whether the warrant holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. The fair value of Public Warrants issued in connection with the Initial Public Offering have subsequently been measured based on the listed market price of such warrants. For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the statements of operations. The fair value of the private warrants was estimated using a binomial lattice model methodology. | Warrant Liability The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own common shares and whether the warrant holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the statements of operations. The fair value of the warrants was estimated using a binomial lattice model methodology (see Note 11). |
Income Taxes | 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. 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 March 31, 2021 . The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. | 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. 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 December 31, 2020. The Company is currently not aware of any issues under review that could result 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 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 statement of operations includes a presentation of income (loss) per share for common shares subject to possible redemption in a manner similar to the two-class method of income (loss) 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, by the weighted average number of Class A redeemable common stock outstanding since original issuance. Net loss per share, basic and diluted, for Class A and B non-redeemable common stock is calculated by dividing the net loss, adjusted for income attributable to Class A redeemable common stock, net of applicable franchise and income taxes, by the weighted average number of Class A and B non-redeemable common stock outstanding for the period. Class A and B non-redeemable common stock includes the Founder Shares as these shares do not have any redemption features and do not participate in the income earned on the Trust Account. The following table reflects the calculation of basic and diluted net income (loss) per common share (in dollars, except per share amounts): March 31, 2021 Redeemable Class A Common Stock Numerator: Earnings allocable to Redeemable Class A Common Stock Interest Income $ 1,729 Income and Franchise Tax (1,729) Net Earnings $ — Denominator: Weighted Average Redeemable Class A Common Stock Redeemable Class A Common Stock, Basic and Diluted 11,500,000 Earnings/Basic and Diluted Redeemable Class A Common Stock $ Non-Redeemable Class A and B Common Stock Numerator: Net Loss minus Redeemable Net Earnings Net Loss $ (10,405,903) Redeemable Net Earnings — Non-Redeemable Net Loss $ (10,405,903) Denominator: Weighted Average Non-Redeemable Class A and B Common Stock Non-Redeemable Class A and B Common Stock, Basic and Diluted (1) 3,280,000 Loss/Basic and Diluted Non-Redeemable Class A and B Common Stock $ (3.17) Note: As of March 31, 2021, basic and diluted shares are the same as there are no non-redeemable securities that are dilutive to the Company’s stockholders. (1) The weighted average non-redeemable common stock for the three months ended March 31, 2021 includes the effect of 405,000 Private Placement Units, which were issued in conjunction with the initial public offering on September 9, 2020. | 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 statement of operations includes a presentation of income (loss) per share for common shares subject to possible redemption in a manner similar to the two-class method of income (loss) 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, by the weighted average number of Class A redeemable common stock outstanding since original issuance. Net loss per share, basic and diluted, for Class A and B non-redeemable common stock is calculated by dividing the net loss, adjusted for income attributable to Class A redeemable common stock, net of applicable franchise and income taxes, by the weighted average number of Class A and B non-redeemable common stock outstanding for the period. Class A and B non-redeemable common stock includes the Founder Shares as these shares do not have any redemption features and do not participate in the income earned on the Trust Account. The following table reflects the calculation of basic and diluted net income (loss) per common share (in dollars, except per share amounts): For the Period From June 10, 2020 (inception) Through December 31, 2020 Redeemable Class A Common Stock Numerator: Earnings allocable to Redeemable Class A Common Stock Interest Income $ 2,152 Income and Franchise Tax (2,152) Net Earnings $ — Denominator: Weighted Average Redeemable Class A Common Stock Redeemable Class A Common Stock, Basic and Diluted 11,500,000 Earnings/Basic and Diluted Redeemable Class A Common Stock $ 0.00 Non-Redeemable Class A and B Common Stock Numerator: Net Loss minus Redeemable Net Earnings Net Loss $ (3,586,390) Redeemable Net Earnings — Non-Redeemable Net Loss $ (3,589,390) Denominator: Weighted Average Non-Redeemable Class A and B Common Stock Non-Redeemable Class A and B Common Stock, Basic and Diluted (1) 3,100,220 Loss/Basic and Diluted Non-Redeemable Class A and B Common Stock $ (1.16) Note: (1) The weighted average non-redeemable common stock for the year ended December 31, 2020 includes the effect of 405,000 Private Placement Units, which were issued in conjunction with the initial public offering on September 9, 2020. |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations 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. The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations 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. The Company has 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 | Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying condensed consolidated balance sheets, primarily due to their short-term nature. | Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature. |
Fair Value Measurements | Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: · Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; · Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and · Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. | |
Derivative Financial Instruments | Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging”. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date. | |
Recent Accounting Standards | Recent Accounting Standards Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s unaudited condensed consolidated financial statements. | Recent Accounting Standards Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements. |
SUMMARY OF SIGNIFICANT ACCOU_10
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 3 Months Ended | 7 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ||
Schedule of calculation of basic and diluted net income (loss) per common share | The following table reflects the calculation of basic and diluted net income (loss) per common share (in dollars, except per share amounts): March 31, 2021 Redeemable Class A Common Stock Numerator: Earnings allocable to Redeemable Class A Common Stock Interest Income $ 1,729 Income and Franchise Tax (1,729) Net Earnings $ — Denominator: Weighted Average Redeemable Class A Common Stock Redeemable Class A Common Stock, Basic and Diluted 11,500,000 Earnings/Basic and Diluted Redeemable Class A Common Stock $ Non-Redeemable Class A and B Common Stock Numerator: Net Loss minus Redeemable Net Earnings Net Loss $ (10,405,903) Redeemable Net Earnings — Non-Redeemable Net Loss $ (10,405,903) Denominator: Weighted Average Non-Redeemable Class A and B Common Stock Non-Redeemable Class A and B Common Stock, Basic and Diluted (1) 3,280,000 Loss/Basic and Diluted Non-Redeemable Class A and B Common Stock $ (3.17) Note: As of March 31, 2021, basic and diluted shares are the same as there are no non-redeemable securities that are dilutive to the Company’s stockholders. (1) The weighted average non-redeemable common stock for the three months ended March 31, 2021 includes the effect of 405,000 Private Placement Units, which were issued in conjunction with the initial public offering on September 9, 2020. | The following table reflects the calculation of basic and diluted net income (loss) per common share (in dollars, except per share amounts): For the Period From June 10, 2020 (inception) Through December 31, 2020 Redeemable Class A Common Stock Numerator: Earnings allocable to Redeemable Class A Common Stock Interest Income $ 2,152 Income and Franchise Tax (2,152) Net Earnings $ — Denominator: Weighted Average Redeemable Class A Common Stock Redeemable Class A Common Stock, Basic and Diluted 11,500,000 Earnings/Basic and Diluted Redeemable Class A Common Stock $ 0.00 Non-Redeemable Class A and B Common Stock Numerator: Net Loss minus Redeemable Net Earnings Net Loss $ (3,586,390) Redeemable Net Earnings — Non-Redeemable Net Loss $ (3,589,390) Denominator: Weighted Average Non-Redeemable Class A and B Common Stock Non-Redeemable Class A and B Common Stock, Basic and Diluted (1) 3,100,220 Loss/Basic and Diluted Non-Redeemable Class A and B Common Stock $ (1.16) Note: (1) The weighted average non-redeemable common stock for the year ended December 31, 2020 includes the effect of 405,000 Private Placement Units, which were issued in conjunction with the initial public offering on September 9, 2020. |
FAIR VALUE MEASUREMENTS (Tabl_2
FAIR VALUE MEASUREMENTS (Tables) | 3 Months Ended | 7 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
FAIR VALUE MEASUREMENTS | ||
Summary of assets and liabilities measured at fair value | March 31, December 31, Description Level 2021 2020 Assets: Cash and cash equivalents held in Trust Account – U.S. Treasury Securities Money Market Fund 1 $ 115,003,880 $ 115,002,152 Liabilities: Warrant Liability – Public Warrants 1 $ 12,534,999 $ 4,370,000 Warrant Liability – Private Placement Warrants 3 $ 510,300 $ 115,250 | The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis at December 31, 2020 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value. December 31, Level 2020 Assets: Cash and cash equivalents held in Trust Account – U.S. Treasury Securities Money Market Fund 1 $ 115,002,152 Liabilities: Warrant Liability - Public Warrants 1 $ 4,370,000 Warrant Liability - Private Placement Warrants 3 $ 155,250 |
Schedule of changes in fair value of warrant liabilities | The following table presents the changes in the fair value of warrant liabilities: Private Placement Public Warrant Liabilities Fair value as January 1, 2021 $ 155,250 $ 4,370,000 $ 4,525,250 Change in valuation inputs or other assumptions 355,050 8,164,999 8,520,049 Fair value as of March 31, 2021 $ 510,300 $ 12,534,999 $ 13,045,299 | The following table presents the changes in the fair value of warrant liabilities: Private Placement Public Warrant Liabilities Fair value as of June 10, 2020 (inception) $ — $ — $ — Initial measurement on September 9, 2020 48,600 1,380,000 1,428,600 Change in valuation inputs or other assumptions 106,650 2,990,000 3,096,650 Fair value as of December 31, 2020 $ 155,250 $ 4,370,000 $ 4,525,250 |
Schedule of initial measurement of key inputs for Private Placement Warrants and Public Warrants | The key inputs into the binomial lattice simulation model for the Private Placement Warrants were as follows at March 31, 2021 and December 31, 2020: March December Input 31, 2021 31, 2020 Risk-free interest rate 0.94 % % Trading days per year 252 252 Expected volatility 34.0 % % Exercise price $ 11.50 $ 11.50 Stock Price $ $ | The key inputs into the binomial lattice simulation model for the Private Placement Warrants and Public Warrants were as follows at initial measurement, September 30, 2020 and December 31, 2020 (Private Warrants only): September 9, 2020 (Initial September 30, December 31, Input Measurement) 2020 2020 Risk-free interest rate 0.34 % 0.34 % 0.34 % Trading days per year 252 252 252 Expected volatility 27.0 % 27.0 % 27.0 % Exercise price $ 11.50 $ 11.50 $ 11.50 Stock Price $ 10.00 $ 10.00 $ 10.00 |
DESCRIPTION OF ORGANIZATION A_4
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS - Additional Information (Details) - USD ($) | Sep. 09, 2020 | Mar. 31, 2021 | Dec. 31, 2020 |
Subsidiary, Sale of Stock [Line Items] | |||
Number of units issued | 11,500,000 | ||
Aggregate amount for issuance of units | $ 107,049,224 | ||
Proceeds from issuance of warrants | 4,050,000 | ||
Transaction costs | $ 6,797,377 | $ 6,797,377 | 6,797,377 |
Cash underwriting fees | 2,300,000 | ||
Other offering costs | 472,377 | ||
Deferred underwriting fee payable | $ 4,025,000 | 4,025,000 | 4,025,000 |
Investment of cash into Trust Account | $ 115,000,000 | ||
Sale of units | 405,000 | ||
Threshold minimum aggregate fair market value as a percentage of the assets held in the Trust Account | 80.00% | ||
Threshold percentage of outstanding voting securities of the target to be acquired by post-transaction company to complete business combination | 50.00% | ||
Minimum net tangible assets upon consummation of the Business Combination | $ 5,000,001 | ||
Threshold percentage of Public Shares subject to redemption without the Company's prior written consent | 20.00% | ||
Obligation to redeem Public Shares if entity does not complete a Business Combination (as a percent) | 100.00% | ||
Threshold business days for redemption of public shares | 10 days | ||
Maximum net interest to pay dissolution expenses | $ 100,000 | ||
Cash operating bank account | $ 591,130 | $ 1,034,163 | |
Issuance of ordinary shares to sponsor | $ 25,000 | ||
Initial Public Offering | |||
Subsidiary, Sale of Stock [Line Items] | |||
Number of units issued | 11,500,000 | ||
Share price | $ 10 | ||
Gross proceeds from sale of units | $ 115,000,000 | ||
Deferred underwriting fee payable | 4,025,000 | ||
Investment of cash into Trust Account | $ 115,000,000 | ||
Sale of units | 115,000,000 | ||
Over-allotment | |||
Subsidiary, Sale of Stock [Line Items] | |||
Number of units issued | 1,500,000 | ||
Private Placement | Sponsor | |||
Subsidiary, Sale of Stock [Line Items] | |||
Share price | $ 10 | ||
Number of warrants issued | 405,000 | ||
Price of warrants | $ 10 | ||
Proceeds from issuance of warrants | $ 4,050,000 | ||
Sale of units | 405,000 |
SUMMARY OF SIGNIFICANT ACCOU_11
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($) | 3 Months Ended | 4 Months Ended | 7 Months Ended | |
Mar. 31, 2021 | Sep. 30, 2020 | Sep. 30, 2020 | Dec. 31, 2020 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Interest Income | $ 1,729 | $ 2,152 | ||
Net Earnings | $ (10,405,903) | $ (673,687) | $ (574,687) | $ (3,586,390) |
Redeemable Class A Common Stock, Basic and Diluted | 405,000 | 405,000 | ||
Net loss | $ (10,405,903) | $ (673,687) | $ (574,687) | $ (3,586,390) |
Weighted average shares outstanding of common stock | 405,000 | 405,000 | ||
Non-Redeemable Class A and B Common Stock, Basic and Diluted | (405,000) | (405,000) | ||
Class A common stock | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Redeemable Class A Common Stock, Basic and Diluted | 11,500,000 | |||
Weighted average shares outstanding of common stock | 11,500,000 | |||
Non-Redeemable Class A and B Common Stock, Basic and Diluted | (11,500,000) | |||
Class A common stock | Redeemable Warrants | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Interest Income | $ 1,729 | $ 2,152 | ||
Income and Franchise Tax | $ (1,729) | $ 2,152 | ||
Redeemable Class A Common Stock, Basic and Diluted | 11,500,000 | 11,500,000 | ||
Earnings/Basic and Diluted Redeemable Class A Common Stock | $ 0 | $ 0 | ||
Weighted average shares outstanding of common stock | 11,500,000 | 11,500,000 | ||
Loss/Basic and Diluted Non-Redeemable Class A and B Common Stock | $ 0 | $ 0 | ||
Non-Redeemable Class A and B Common Stock, Basic and Diluted | (11,500,000) | (11,500,000) | ||
Common Class A and B | Non-Redeemable warrants | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Net Earnings | $ (10,405,903) | $ (3,586,390) | ||
Redeemable Class A Common Stock, Basic and Diluted | 3,280,000 | 3,100,220 | ||
Earnings/Basic and Diluted Redeemable Class A Common Stock | $ 3.17 | $ 1.16 | ||
Net loss | $ (10,405,903) | $ (3,586,390) | ||
Non-Redeemable Net Loss | $ (10,405,903) | $ (3,589,390) | ||
Weighted average shares outstanding of common stock | 3,280,000 | 3,100,220 | ||
Loss/Basic and Diluted Non-Redeemable Class A and B Common Stock | $ (3.17) | $ (1.16) | ||
Non-Redeemable Class A and B Common Stock, Basic and Diluted | (3,280,000) | (3,100,220) |
SUMMARY OF SIGNIFICANT ACCOU_12
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Cash and Cash Equivalents (Details) | Mar. 31, 2021USD ($) |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
Cash equivalents | $ 0 |
SUMMARY OF SIGNIFICANT ACCOU_13
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Class A Common Stock Subject to Possible Redemption, Offering Costs and Income Taxes (Details) - USD ($) | Sep. 09, 2020 | Mar. 31, 2021 | Dec. 31, 2020 |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |||
Transaction costs | $ 6,797,377 | $ 6,797,377 | $ 6,797,377 |
Unrecognized tax benefits | 0 | 0 | |
Unrecognized tax benefits accrued for interest and penalties | $ 0 | $ 0 |
SUMMARY OF SIGNIFICANT ACCOU_14
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Net Income (Loss) Per Common Share (Details) - shares | 3 Months Ended | 7 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Redeemable warrants | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Shares excluded since their inclusion would be anti-dilutive | 3,968,333 | 3,968,333 |
SUMMARY OF SIGNIFICANT ACCOU_15
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Concentration of Credit Risk (Details) - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ||
FDIC insured amount | $ 250,000 | $ 250,000 |
INITIAL PUBLIC OFFERING (Deta_2
INITIAL PUBLIC OFFERING (Details) - $ / shares | Sep. 09, 2020 | Dec. 31, 2020 |
Subsidiary, Sale of Stock [Line Items] | ||
Number of units issued | 11,500,000 | |
Initial Public Offering | ||
Subsidiary, Sale of Stock [Line Items] | ||
Number of units issued | 11,500,000 | |
Share price | $ 10 | |
Number of shares in a unit | 1 | |
Number of warrants in a unit | 0.33 | |
Shares issuable per warrant | 1 | |
Exercise price of warrants | $ 11.50 | |
Over-allotment | ||
Subsidiary, Sale of Stock [Line Items] | ||
Number of units issued | 1,500,000 |
PRIVATE PLACEMENT (Details)_2
PRIVATE PLACEMENT (Details) - USD ($) | Sep. 09, 2020 | Dec. 31, 2020 |
Subsidiary, Sale of Stock [Line Items] | ||
Proceeds from issuance of warrants | $ 4,050,000 | |
Private Placement | ||
Subsidiary, Sale of Stock [Line Items] | ||
Shares issuable per warrant | 1 | |
Exercise price of warrants | $ 11.50 | |
Private Placement | Sponsor | ||
Subsidiary, Sale of Stock [Line Items] | ||
Number of warrants issued | 405,000 | |
Price of warrants | $ 10 | |
Proceeds from issuance of warrants | $ 4,050,000 | |
Private Placement | Class A common stock | ||
Subsidiary, Sale of Stock [Line Items] | ||
Shares issuable per warrant | 0.33 |
RELATED PARTY TRANSACTIONS - _2
RELATED PARTY TRANSACTIONS - Founder Shares (Details) | Jun. 30, 2020shares | Jun. 10, 2020USD ($)shares | Jun. 30, 2020directorshares | Mar. 31, 2021$ / sharesshares | Dec. 31, 2020USD ($)$ / sharesshares |
Related Party Transaction [Line Items] | |||||
Issuance of ordinary shares to sponsor | $ | $ 25,000 | ||||
Class B common stock | |||||
Related Party Transaction [Line Items] | |||||
Percentage of issued and outstanding shares after the Initial Public Offering collectively held by initial stockholders | 20.00% | 20.00% | |||
Class B common stock | Sponsor | Founder Shares | |||||
Related Party Transaction [Line Items] | |||||
Number of shares issued | 90,000 | 2,875,000 | 90,000 | ||
Issuance of ordinary shares to sponsor | $ | $ 25,000 | ||||
Number of shares transferred (in shares) | 30,000 | 30,000 | |||
Number of directors | director | 3 | ||||
Number of shares subject to forfeiture (in shares) | 375,000 | 375,000 | 375,000 | ||
Percentage of issued and outstanding shares after the Initial Public Offering collectively held by initial stockholders | 20.00% | ||||
Threshold period for not to transfer, assign or sell any of their shares or warrants after the completion of the initial business combination | 1 year | ||||
Stock price trigger to transfer, assign or sell any shares or warrants of the company, after the completion of the initial business combination (in dollars per share) | $ / shares | $ 12 | $ 12 | |||
Threshold trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | 20 days | 20 days | |||
Threshold consecutive trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | 30 days | ||||
Threshold period after the business combination in which the 20 trading days within any 30 trading day period commences | 150 days | 150 days | |||
Class B common stock | Sponsor Holding | Founder Shares | |||||
Related Party Transaction [Line Items] | |||||
Number of shares issued | 2,785,000 | 2,785,000 |
RELATED PARTY TRANSACTIONS - _3
RELATED PARTY TRANSACTIONS - Additional information (Details) - USD ($) | Sep. 03, 2020 | Mar. 31, 2021 | Dec. 31, 2020 | Sep. 09, 2020 | Jun. 10, 2020 |
Related Party Transaction [Line Items] | |||||
Repayment of promissory note - related party | $ 99,627 | ||||
Promissory Note with Related Party | |||||
Related Party Transaction [Line Items] | |||||
Maximum amounts of transaction | $ 300,000 | ||||
Outstanding amount | $ 99,627 | ||||
Related Party Loans | |||||
Related Party Transaction [Line Items] | |||||
Proceeds held in the Trust Account | $ 0 | ||||
Maximum loans convertible into warrants | $ 1,500,000 | $ 1,500,000 | |||
Price of warrants (in dollars per share) | $ 10 | $ 10 | |||
Related party notes, outstanding balance | $ 0 | $ 0 | |||
Administrative Support Agreement | |||||
Related Party Transaction [Line Items] | |||||
Expenses per month | $ 10,000 | ||||
Incurred fees for services | $ 30,000 | $ 40,000 |
COMMITMENTS AND CONTINGENCIES_3
COMMITMENTS AND CONTINGENCIES (Details) - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 | Sep. 09, 2020 |
COMMITMENTS AND CONTINGENCIES | |||
Deferred fee per unit | $ 0.35 | $ 0.35 | |
Deferred underwriting fee payable | $ 4,025,000 | $ 4,025,000 | $ 4,025,000 |
COMMITMENTS AND CONTINGENCIES -
COMMITMENTS AND CONTINGENCIES - Business Combination Agreement (Details) - USD ($) | Feb. 18, 2021 | Dec. 31, 2020 |
Commitments And Contingencies [Line Items] | ||
Aggregate gross proceeds | $ 25,000 | |
PIPE Investor Subscription Agreements | PIPE Investors | Class A common stock | ||
Commitments And Contingencies [Line Items] | ||
Number of shares issued | 42,500,000 | |
Price per share | $ 10 | |
Aggregate gross proceeds | $ 425,000,000 | |
PIPE Investor Subscription Agreements | Foresite Funds | Class A common stock | ||
Commitments And Contingencies [Line Items] | ||
Number of shares issued | 696,250 | |
Price per share | $ 0.001 | |
Aggregate gross proceeds | $ 696.25 |
STOCKHOLDERS' EQUITY - Prefer_2
STOCKHOLDERS' EQUITY - Preferred Stock Shares (Details) - $ / shares | Mar. 31, 2021 | Dec. 31, 2020 |
STOCKHOLDERS' EQUITY | ||
Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Preferred shares, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares issued | 0 | 0 |
Preferred shares, shares outstanding | 0 | 0 |
STOCKHOLDERS' EQUITY - Common_2
STOCKHOLDERS' EQUITY - Common Stock Shares (Details) - $ / shares | 3 Months Ended | 7 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Class of Stock [Line Items] | ||
Shares subject to possible redemption | 10,248,923 | |
Class A common stock | ||
Class of Stock [Line Items] | ||
Common stock, shares authorized | 380,000,000 | 380,000,000 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common Stock, Voting Rights | one | one |
Common stock, shares issued | 2,696,667 | 1,656,077 |
Common stock, shares outstanding | 2,696,667 | 1,656,077 |
Shares subject to possible redemption | 9,208,333 | 10,248,923 |
Conversion ratio | 1 | 1 |
Class B common stock | ||
Class of Stock [Line Items] | ||
Common stock, shares authorized | 20,000,000 | 20,000,000 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common Stock, Voting Rights | one | one |
Common stock, shares issued | 2,875,000 | 2,875,000 |
Common stock, shares outstanding | 2,875,000 | 2,875,000 |
Percentage of issued and outstanding shares after the Initial Public Offering collectively held by initial stockholders | 20.00% | 20.00% |
WARRANT LIABILITY (Details)_2
WARRANT LIABILITY (Details) - Redeemable warrants - $ / shares | 3 Months Ended | 7 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Class of Warrant or Right [Line Items] | ||
Public Warrants exercisable term after the completion of a business combination | 30 days | 30 days |
Public Warrants exercisable term from the closing of the initial public offering | 12 months | 12 months |
Public Warrants expiration term | 5 years | 5 years |
Threshold period for filling registration statement after business combination | 15 days | 15 days |
Stock price trigger for redemption of public warrants (in dollars per share) | $ 0.01 | $ 0.01 |
Threshold issue price per share | $ 9.20 | $ 9.20 |
Percentage of gross proceeds on total equity proceeds | 60.00% | 60.00% |
Threshold trading days determining volume weighted average price | 20 days | 20 days |
Adjustment of exercise price of warrants based on market value and newly issued price (as a percent) | 115.00% | 115.00% |
Adjustment of redemption price of stock based on market value and newly issued price 2 (as a percent) | 180 | 180 |
Threshold period for not to transfer, assign or sell any of their shares or warrants after the completion of the initial business combination | 30 days | 30 days |
Redemption of Warrants When the Price per Share of Class A Common Stock Equals or Exceeds $18.00 | ||
Class of Warrant or Right [Line Items] | ||
Threshold period for filling registration statement after business combination | 20 days | 20 days |
Stock price trigger for redemption of public warrants (in dollars per share) | $ 18 | $ 18 |
Minimum threshold written notice period for redemption of public warrants | 30 days | 30 days |
Redemption period | 30 days | 30 days |
Threshold business days before sending notice of redemption to warrant holders | 3 days | 3 days |
FAIR VALUE MEASUREMENTS (Deta_2
FAIR VALUE MEASUREMENTS (Details) - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 |
U.S. Treasury Securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash and cash equivalents held in Trust Account - U.S. Treasury Securities Money Market Fund | $ 115,002,152 | |
U.S. Treasury Securities | Level 1 | Fair Value, Recurring | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash and cash equivalents held in Trust Account - U.S. Treasury Securities Money Market Fund | $ 115,003,880 | 115,002,152 |
Assets, Fair Value Disclosure [Abstract] | ||
Cash and cash equivalents held in Trust Account - U.S. Treasury Securities Money Market Fund | 115,002,152 | |
Public Warrants | Level 1 | Fair Value, Recurring | ||
Liabilities, Fair Value Disclosure [Abstract] | ||
Warrant Liability | 12,534,999 | 4,370,000 |
Private Placement Warrants | Level 1 | Fair Value, Recurring | ||
Liabilities, Fair Value Disclosure [Abstract] | ||
Warrant Liability | $ 510,300 | 155,250 |
Private Placement Warrants | Level 3 | Fair Value, Recurring | ||
Liabilities, Fair Value Disclosure [Abstract] | ||
Warrant Liability | $ 155,250 |
FAIR VALUE MEASUREMENTS - Ini_2
FAIR VALUE MEASUREMENTS - Initial measurement of key inputs for Private Placement Warrants and Public Warrants (Details) | Mar. 31, 2021D$ / shares | Dec. 31, 2020D$ / shares | Sep. 30, 2020D$ / shares | Sep. 09, 2020D$ / shares |
Risk-free interest rate | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Warrants initial measurement | 0.34 | 0.34 | 0.34 | |
Trading days per year | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Warrants initial measurement | D | 252 | 252 | 252 | |
Expected volatility | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Warrants initial measurement | 27 | 27 | 27 | |
Exercise price | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Warrants initial measurement | 11.50 | 11.50 | 11.50 | |
Stock Price | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Warrants initial measurement | 10 | 10 | 10 | |
Private Placement Warrants | Risk-free interest rate | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Warrants initial measurement | 0.94 | 0.41 | ||
Private Placement Warrants | Trading days per year | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Warrants initial measurement | D | 252 | 252 | ||
Private Placement Warrants | Expected volatility | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Warrants initial measurement | 34 | 18.60 | ||
Private Placement Warrants | Exercise price | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Warrants initial measurement | 11.50 | 11.50 | ||
Private Placement Warrants | Stock Price | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Warrants initial measurement | 11.92 | 10.15 | ||
Private Placement Warrants | Fair value of Common Stock | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Warrants initial measurement | 10.15 |
FAIR VALUE MEASUREMENTS - Cha_2
FAIR VALUE MEASUREMENTS - Changes in fair value of warrant liabilities (Details) - USD ($) | Oct. 26, 2020 | Mar. 31, 2021 | Dec. 31, 2020 |
Public Warrants | |||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||
Fair value as January 1, 2021 | $ 4,370,000 | ||
Change in valuation inputs or other assumptions | $ 3,545,833 | ||
Fair value as of March 31, 2021 | $ 4,370,000 | ||
Fair Value, Recurring | Redeemable warrants | |||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||
Fair value as January 1, 2021 | 4,525,250 | 0 | |
Change in valuation inputs or other assumptions | 8,520,049 | 3,096,650 | |
Fair value as of March 31, 2021 | 13,045,299 | 4,525,250 | |
Fair Value, Recurring | Public Warrants | |||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||
Fair value as January 1, 2021 | 4,370,000 | 0 | |
Change in valuation inputs or other assumptions | 8,164,999 | 2,990,000 | |
Fair value as of March 31, 2021 | 12,534,999 | 4,370,000 | |
Fair Value, Recurring | Private Placement Warrants | |||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||
Fair value as January 1, 2021 | 155,250 | 0 | |
Change in valuation inputs or other assumptions | 355,050 | 106,650 | |
Fair value as of March 31, 2021 | $ 510,300 | $ 155,250 |
FAIR VALUE MEASUREMENTS - Addit
FAIR VALUE MEASUREMENTS - Additional information (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2021 | Dec. 31, 2020 | |
Class of Warrant or Right [Line Items] | ||
Asset held in Trust account | $ 115,003,881 | $ 115,002,152 |
Fair value assets transfers in and out of level 3 | 0 | |
Fair value liabilities transfers in and out of level 3 | $ 0 | |
Public Warrants | ||
Class of Warrant or Right [Line Items] | ||
Number of warrants outstanding | 3,833,333 | |
Private Placement Warrants | ||
Class of Warrant or Right [Line Items] | ||
Number of warrants outstanding | 135,000 |
BALANCE SHEETS
BALANCE SHEETS | Dec. 31, 2019USD ($) |
Q S I Operations Inc | |
Current assets | |
Cash | $ 32,930,000 |
Prepaid expenses and other current assets | 478,000 |
Due from related parties | 458,000 |
Total Current Assets | 33,866,000 |
PROPERTY AND EQUIPMENT, NET | 2,551,000 |
OTHER ASSETS - RELATED PARTY | 994,000 |
Total Assets | 37,411,000 |
Current liabilities | |
Accounts payable | 869,000 |
Due to related parties | 44,000 |
Accrued expenses and other current liabilities | 1,014,000 |
Total Current Liabilities | 1,927,000 |
LONG-TERM LIABILITIES: | |
Other non-current liabilities | 28,000 |
Total Liabilities | 1,955,000 |
COMMITMENTS AND CONTINGENCIES (NOTE 13) | |
CONVERTIBLE PREFERRED STOCK | |
Class A common stock subject to possible redemption, 10,248,923 shares at $10.00 per share | 160,555,000 |
STOCKHOLDERS' DEFICIT: | |
Additional Paid-in Capital | 10,530,000 |
Accumulated deficit | (135,630,000) |
Total Stockholders' Equity | (125,099,000) |
Total Liabilities and Stockholders' Equity | 37,411,000 |
Q S I Operations Inc | Common Stock | |
STOCKHOLDERS' DEFICIT: | |
Class A Common Stock | 1,000 |
Q S I Operations Inc | Special-voting common stock | |
STOCKHOLDERS' DEFICIT: | |
Class A Common Stock | $ 0 |
BALANCE SHEETS (Parenthetical)
BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Convertible preferred stock, par value | $ 10 | ||
Shares Outstanding | 10,248,923 | ||
Q S I Operations Inc | |||
Convertible preferred stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Convertible preferred stock, aggregate liquidation preference | $ 216 | $ 216 | $ 180 |
Convertible preferred stock, shares authorized | 92,078,549 | 92,078,549 | 84,386,780 |
Convertible preferred stock, shares issued | 90,789,268 | 90,789,268 | 84,201,570 |
Shares Outstanding | 90,789,268 | 90,789,268 | 84,201,570 |
Q S I Operations Inc | Common Stock | |||
Common stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 95,000,000 | 90,000,000 | 80,000,000 |
Common stock, shares issued | 7,472,757 | 6,743,933 | 6,599,878 |
Common stock, shares outstanding | 7,472,757 | 6,743,933 | 6,599,878 |
Q S I Operations Inc | Special-voting common stock | |||
Common stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 25,000,000 | 25,000,000 | 25,000,000 |
Common stock, shares issued | 0 | 0 | 0 |
Common stock, shares outstanding | 0 | 0 | 0 |
STATEMENTS OF OPERATIONS AND CO
STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Q S I Operations Inc | ||
OPERATING EXPENSES: | ||
Research and development | $ 27,555,000 | $ 28,102,000 |
General and administrative | 7,984,000 | 7,884,000 |
Sales and marketing | 1,152,000 | 634,000 |
Total operating expenses | 36,691,000 | 36,620,000 |
Loss from operations | (36,691,000) | (36,620,000) |
INTEREST INCOME | 104,000 | 833,000 |
OTHER EXPENSE, NET | (26,000) | (5,000) |
LOSS BEFORE INCOME TAXES | (36,613,000) | (35,792,000) |
PROVISION FOR INCOME TAXES | ||
Net loss | $ (36,613,000) | $ (35,792,000) |
Earnings/Basic and Diluted Redeemable Class A Common Stock | $ (5.45) | $ (5.55) |
Redeemable Class A Common Stock, Basic and Diluted | 6,715,314 | 6,453,890 |
STATEMENTS OF CHANGES IN CONVER
STATEMENTS OF CHANGES IN CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS' DEFICIT - USD ($) | Q S I Operations IncOutstanding convertible preferred stock (Series A through E) | Q S I Operations IncCommon Stock | Q S I Operations IncAdditional Paid-in Capital | Q S I Operations Inc(Accumulated Deficit)/ Retained Earnings | Q S I Operations Inc | Additional Paid-in Capital | (Accumulated Deficit)/ Retained Earnings | Total |
Balance at the beginning at Dec. 31, 2018 | $ 142,429,000 | |||||||
Balance at the beginning (in shares) at Dec. 31, 2018 | 80,810,340 | |||||||
Issuance of series E convertible preferred stock, net of issuance costs | $ 18,126,000 | |||||||
Issuance of series E convertible preferred stock, net of issuance costs (in shares) | 3,391,230 | |||||||
Balance at the ending at Dec. 31, 2019 | $ 160,555,000 | $ 160,555,000 | ||||||
Balance at the ending (in shares) at Dec. 31, 2019 | 84,201,570 | 84,201,570 | ||||||
Balance at the beginning at Dec. 31, 2018 | $ 1,000 | $ 7,699,000 | $ (99,838,000) | $ (92,138,000) | ||||
Balance at the beginning (in shares) at Dec. 31, 2018 | 6,328,881 | |||||||
Net loss | (35,792,000) | (35,792,000) | ||||||
Common stock issued upon exercise of stock options | 116,000 | 116,000 | ||||||
Common stock issued upon exercise of stock options (in shares) | 270,997 | |||||||
Stock-based compensation expense | 2,715,000 | 2,715,000 | ||||||
Balance at the end at Dec. 31, 2019 | $ 1,000 | 10,530,000 | (135,630,000) | (125,099,000) | ||||
Balance at the ending (in shares) at Dec. 31, 2019 | 6,599,878 | |||||||
Issuance of series E convertible preferred stock, net of issuance costs | $ 10,288,000 | |||||||
Issuance of series E convertible preferred stock, net of issuance costs (in shares) | 1,923,519 | |||||||
Balance at the ending at Mar. 31, 2020 | $ 170,843,000 | |||||||
Balance at the ending (in shares) at Mar. 31, 2020 | 86,125,089 | |||||||
Net loss | (10,314,000) | (10,314,000) | ||||||
Common stock issued upon exercise of stock options | 18,000 | 18,000 | ||||||
Common stock issued upon exercise of stock options (in shares) | 110,089 | |||||||
Stock-based compensation expense | 642,000 | 642,000 | ||||||
Balance at the end at Mar. 31, 2020 | $ 1,000 | 11,190,000 | (145,944,000) | (134,753,000) | ||||
Balance at the ending (in shares) at Mar. 31, 2020 | 6,709,967 | |||||||
Balance at the beginning at Dec. 31, 2019 | $ 160,555,000 | $ 160,555,000 | ||||||
Balance at the beginning (in shares) at Dec. 31, 2019 | 84,201,570 | 84,201,570 | ||||||
Issuance of series E convertible preferred stock, net of issuance costs | $ 35,259,000 | |||||||
Issuance of series E convertible preferred stock, net of issuance costs (in shares) | 6,587,698 | |||||||
Balance at the ending at Dec. 31, 2020 | $ 195,814,000 | $ 195,814,000 | $ 102,489,230 | |||||
Balance at the ending (in shares) at Dec. 31, 2020 | 90,789,268 | 90,789,268 | 10,248,923 | |||||
Balance at the beginning at Dec. 31, 2019 | $ 1,000 | 10,530,000 | (135,630,000) | $ (125,099,000) | ||||
Balance at the beginning (in shares) at Dec. 31, 2019 | 6,599,878 | |||||||
Net loss | (36,613,000) | (36,613,000) | ||||||
Common stock issued upon exercise of stock options | 63,000 | 63,000 | ||||||
Common stock issued upon exercise of stock options (in shares) | 144,055 | |||||||
Stock-based compensation expense | 1,924,000 | 1,924,000 | ||||||
Balance at the end at Dec. 31, 2020 | $ 1,000 | 12,517,000 | (172,243,000) | (159,725,000) | $ 8,585,940 | $ (3,586,390) | $ 5,000,004 | |
Balance at the ending (in shares) at Dec. 31, 2020 | 6,743,933 | |||||||
Balance at the ending at Dec. 31, 2020 | $ 195,814,000 | $ 195,814,000 | $ 102,489,230 | |||||
Balance at the ending (in shares) at Dec. 31, 2020 | 90,789,268 | 90,789,268 | 10,248,923 | |||||
Balance at the beginning at Jun. 09, 2020 | 0 | 0 | $ 0 | |||||
Net loss | (3,586,390) | (3,586,390) | ||||||
Balance at the end at Dec. 31, 2020 | $ 1,000 | 12,517,000 | (172,243,000) | $ (159,725,000) | 8,585,940 | (3,586,390) | 5,000,004 | |
Balance at the ending (in shares) at Dec. 31, 2020 | 6,743,933 | |||||||
Issuance of series E convertible preferred stock, net of issuance costs | $ (4,000) | |||||||
Balance at the ending at Mar. 31, 2021 | $ 195,810,000 | $ 195,810,000 | 92,083,330 | |||||
Balance at the ending (in shares) at Mar. 31, 2021 | 90,789,268 | 90,789,268 | ||||||
Net loss | (11,779,000) | $ (11,779,000) | (10,405,903) | (10,405,903) | ||||
Common stock issued upon exercise of stock options | 999,000 | 999,000 | ||||||
Common stock issued upon exercise of stock options (in shares) | 728,824 | |||||||
Stock-based compensation expense | 457,000 | 457,000 | ||||||
Balance at the end at Mar. 31, 2021 | $ 1,000 | $ 13,973,000 | $ (184,022,000) | $ (170,048,000) | $ 18,991,736 | $ (13,992,293) | $ 5,000,001 | |
Balance at the ending (in shares) at Mar. 31, 2021 | 7,472,757 |
STATEMENTS OF CASH FLOWS
STATEMENTS OF CASH FLOWS - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Cash - End of period | $ 1,034,163 | |
Q S I Operations Inc | ||
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | (36,613,000) | $ (35,792,000) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 894,000 | 780,000 |
Loss on disposal of fixed assets | 2,000 | 1,000 |
Stock-based compensation expense | 1,924,000 | 2,715,000 |
Write-off of intellectual property | 500,000 | |
Changes in assets and liabilities: | ||
Prepaid expenses and other current assets | (238,000) | 234,000 |
Due from related parties | 226,000 | 591,000 |
Other assets - related party | 256,000 | (41,000) |
Accounts payable | 552,000 | 164,000 |
Due to related parties | (16,000) | (434,000) |
Accrued expenses and other current liabilities | 440,000 | 574,000 |
Net cash (used in) operating activities | (32,573,000) | (30,708,000) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Purchases of property and equipment | (461,000) | (1,241,000) |
Net cash used in investing activities | (461,000) | (1,241,000) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from exercise of stock options | 63,000 | 116,000 |
Proceeds from issuance of Series E convertible preferred stock | 35,311,000 | 18,177,000 |
Stock issuance costs for Series E convertible preferred stock | (52,000) | (51,000) |
Proceeds from issuance of notes payable | 1,749,000 | |
Principal payments under capital lease obligations | (57,000) | (25,000) |
Net cash provided by financing activities | 37,014,000 | 18,217,000 |
NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS | 3,980,000 | (13,732,000) |
Cash - Beginning of period | 32,930,000 | 46,662,000 |
Cash - End of period | 36,910,000 | 32,930,000 |
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: | ||
Cash received from exchange of research and development tax credits | 352,000 | |
SUPPLEMENTAL DISCLOSURE OF NONCASH INFORMATION: | ||
Noncash acquisition of property and equipment | 30,000 | 260,000 |
Forgiveness of related party promissory notes | $ 20,000 | $ 50,000 |
ORGANIZATION AND DESCRIPTION OF
ORGANIZATION AND DESCRIPTION OF BUSINESS | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Q S I Operations Inc | ||
ORGANIZATION AND DESCRIPTION OF BUSINESS | 1. ORGANIZATION AND DESCRIPTION OF BUSINESS Q-SI Operations Inc. (formerly Quantum-Si Incorporated, “Quantum-Si”, the “Company”, “we”, “us” and “our”) was incorporated as a Delaware corporation on June 24, 2013. The Company is a life sciences company with the mission of transforming single molecule analysis and democratizing its use by providing researchers and clinicians access to the proteome. The Company has developed a proprietary universal single molecule detection platform that the Company is applying to proteomics to enable Next Generation Protein Sequencing (“NGPS”). The Company’s platform is comprised of the Carbon™ automated sample preparation instrument, the Platinum™ NGPS instrument, the Quantum-Si Cloud™ software service, and reagent kits and chips for use with its instruments. On February 21, 2021, the Company entered into a business combination agreement with HighCape Capital Acquisition Corp. (“HighCape”), a Special Purpose Acquisition Company. The business combination with HighCape, which was consummated on June 10, 2021, provided all holders of common and preferred stock of the Company with the right to receive a portion of common stock of the combined company. In connection with the closing of the business combination, the Company’s name was changed to Q-SI Operations Inc. and HighCape’s name was changed to Quantum-Si Incorporated. | 1. ORGANIZATION AND DESCRIPTION OF BUSINESS Quantum-Si Incorporated (the “Company”) was incorporated as a Delaware corporation on June 24, 2013. The Company is a life sciences company with the mission of transforming single molecule analysis, and democratizing its use by providing researchers and clinicians access to the proteome. The Company has developed a proprietary universal single molecule detection platform that the Company is applying to proteomics to enable Next Generation Protein Sequencing (“NGPS”). The Company’s platform is comprised of the Carbon™ automated sample preparation instrument, the Platinum™ NGPS instrument, the Quantum-Si Cloud™ software service, and reagent kits and chips for use with its instruments. |
SUMMARY OF SIGNIFICANT ACCOU_16
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 3 Months Ended | 7 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2020 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10‑Q and Regulation S-X of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed and consolidated or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed consolidated financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Company’s Annual Report on Form 10-K/A as filed with the SEC on May 10, 2021. The interim results for the three months ended March 31, 2021 are not necessarily indicative of the results to be expected for the year ending December 31, 2021 or for any future interim periods. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. 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 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 apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated 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 in its operating account as of March 31, 2021 and December 31, 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 March 31, 2021, and December 31, 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 consolidated balance sheets. 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. Warrant Liability The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own common shares and whether the warrant holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. The fair value of Public Warrants issued in connection with the Initial Public Offering have subsequently been measured based on the listed market price of such warrants. For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the statements of operations. The fair value of the private warrants was estimated using a binomial lattice model methodology. 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. 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 March 31, 2021 . The Company is currently not aware of any issues under review that could result 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 statement of operations includes a presentation of income (loss) per share for common shares subject to possible redemption in a manner similar to the two-class method of income (loss) 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, by the weighted average number of Class A redeemable common stock outstanding since original issuance. Net loss per share, basic and diluted, for Class A and B non-redeemable common stock is calculated by dividing the net loss, adjusted for income attributable to Class A redeemable common stock, net of applicable franchise and income taxes, by the weighted average number of Class A and B non-redeemable common stock outstanding for the period. Class A and B non-redeemable common stock includes the Founder Shares as these shares do not have any redemption features and do not participate in the income earned on the Trust Account. The following table reflects the calculation of basic and diluted net income (loss) per common share (in dollars, except per share amounts): March 31, 2021 Redeemable Class A Common Stock Numerator: Earnings allocable to Redeemable Class A Common Stock Interest Income $ 1,729 Income and Franchise Tax (1,729) Net Earnings $ — Denominator: Weighted Average Redeemable Class A Common Stock Redeemable Class A Common Stock, Basic and Diluted 11,500,000 Earnings/Basic and Diluted Redeemable Class A Common Stock $ Non-Redeemable Class A and B Common Stock Numerator: Net Loss minus Redeemable Net Earnings Net Loss $ (10,405,903) Redeemable Net Earnings — Non-Redeemable Net Loss $ (10,405,903) Denominator: Weighted Average Non-Redeemable Class A and B Common Stock Non-Redeemable Class A and B Common Stock, Basic and Diluted (1) 3,280,000 Loss/Basic and Diluted Non-Redeemable Class A and B Common Stock $ (3.17) Note: As of March 31, 2021, basic and diluted shares are the same as there are no non-redeemable securities that are dilutive to the Company’s stockholders. (1) The weighted average non-redeemable common stock for the three months ended March 31, 2021 includes the effect of 405,000 Private Placement Units, which were issued in conjunction with the initial public offering on September 9, 2020. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations 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. The Company has 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 The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying condensed consolidated balance sheets, primarily due to their short-term nature. Recent Accounting Standards Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s unaudited condensed consolidated financial statements. | NOTE 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying financial statements are presented in U.S. dollars and have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the accounting and disclosure rules and regulations of the Securities and Exchange Commission (the “SEC”). Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. 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 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 apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting 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. 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 December 31, 2020, Class A common stock subject to possible redemption are presented as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheet. 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. Warrant Liability The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own common shares and whether the warrant holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the statements of operations. The fair value of the warrants was estimated using a binomial lattice model methodology (see Note 11). 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. 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 December 31, 2020. The Company is currently not aware of any issues under review that could result 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 statement of operations includes a presentation of income (loss) per share for common shares subject to possible redemption in a manner similar to the two-class method of income (loss) 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, by the weighted average number of Class A redeemable common stock outstanding since original issuance. Net loss per share, basic and diluted, for Class A and B non-redeemable common stock is calculated by dividing the net loss, adjusted for income attributable to Class A redeemable common stock, net of applicable franchise and income taxes, by the weighted average number of Class A and B non-redeemable common stock outstanding for the period. Class A and B non-redeemable common stock includes the Founder Shares as these shares do not have any redemption features and do not participate in the income earned on the Trust Account. The following table reflects the calculation of basic and diluted net income (loss) per common share (in dollars, except per share amounts): For the Period From June 10, 2020 (inception) Through December 31, 2020 Redeemable Class A Common Stock Numerator: Earnings allocable to Redeemable Class A Common Stock Interest Income $ 2,152 Income and Franchise Tax (2,152) Net Earnings $ — Denominator: Weighted Average Redeemable Class A Common Stock Redeemable Class A Common Stock, Basic and Diluted 11,500,000 Earnings/Basic and Diluted Redeemable Class A Common Stock $ 0.00 Non-Redeemable Class A and B Common Stock Numerator: Net Loss minus Redeemable Net Earnings Net Loss $ (3,586,390) Redeemable Net Earnings — Non-Redeemable Net Loss $ (3,589,390) Denominator: Weighted Average Non-Redeemable Class A and B Common Stock Non-Redeemable Class A and B Common Stock, Basic and Diluted (1) 3,100,220 Loss/Basic and Diluted Non-Redeemable Class A and B Common Stock $ (1.16) Note: (1) The weighted average non-redeemable common stock for the year ended December 31, 2020 includes the effect of 405,000 Private Placement Units, which were issued in conjunction with the initial public offering on September 9, 2020. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations 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. The Company has 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 The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature. Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: · Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; · Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and · Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging”. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date. Recent Accounting Standards Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements. | |
Q S I Operations Inc | |||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying condensed financial statements include the accounts of the Company and have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the accounting disclosure rules and regulations of the Securities and Exchange Commission (the “SEC”) regarding interim financial reporting. Certain information and note disclosures normally included in the financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to such rules and regulations. These condensed financial statements should be read in conjunction with the financial statements and notes included in the Company’s audited financial statements as of and for the years ended December 31, 2020 and 2019.The condensed balance sheet as of December 31, 2020 included herein was derived from the audited financial statements as of that date, but does not include all disclosures, including certain notes required by U.S. GAAP, on an annual reporting basis. In the opinion of management, the accompanying condensed financial statements reflect all normal recurring adjustments necessary to present fairly the financial position, results of operations, and cash flows for the interim periods. The results for the three months ended March 31, 2021 are not necessarily indicative of the results to be expected for any subsequent quarter, the year ending December 31, 2021, or any other period. Except as described elsewhere in this Note 2 under the heading “Recent Accounting Pronouncements”, there have been no material changes to the Company’s significant accounting policies as described in the audited financial statements as of December 31, 2020 and 2019. COVID‑19 Outbreak The recent outbreak of the novel coronavirus (“COVID‑19”), which was declared a pandemic by the World Health Organization on March 11, 2020 and declared a National Emergency by the President of the United States on March 13, 2020, has led to adverse impacts on the U.S. and global economies and created uncertainty regarding potential impacts on the Company’s operating results, financial condition and cash flows. The COVID‑19 pandemic had, and is expected to continue to have, an adverse impact on the Company’s operations, particularly as a result of preventive and precautionary measures that the Company, other businesses, and governments are taking. Governmental mandates related to COVID‑19 or other infectious diseases, or public health crises, have impacted, and the Company expects them to continue to impact, its personnel and personnel at third-party manufacturing facilities in the United States and other countries, and the availability or cost of materials, which would disrupt or delay the Company’s receipt of instruments, components and supplies from the third parties the Company relies on to, among other things, produce its products currently under development. The COVID‑19 pandemic has also had an adverse effect on the Company’s ability to attract, recruit, interview and hire at the pace the Company would typically expect to support its rapidly expanding operations. To the extent that any governmental authority imposes additional regulatory requirements or changes existing laws, regulations, and policies that apply to the Company’s business and operations, such as additional workplace safety measures, the Company’s product development plans may be delayed, and the Company may incur further costs in bringing its business and operations into compliance with changing or new laws, regulations, and policies. The full extent to which the COVID‑19 pandemic will directly or indirectly impact the Company’s business, results of operations and financial condition, including expenses and research and development costs, will depend on future developments that are highly uncertain, including as a result of new information that may emerge concerning COVID‑19 and the actions taken to contain or treat COVID‑19, as well as the economic impacts. The estimates of the impact on the Company’s business may change based on new information that may emerge concerning COVID‑19 and the actions to contain it or treat its impact and the economic impact on local, regional, national and international markets. While the Company is unable to predict the full impact that the COVID‑19 pandemic will have on the Company’s future results of operations, liquidity and financial condition due to numerous uncertainties, including the duration of the pandemic, and the actions that may be taken by government authorities across the U.S., it is not expected to result in any significant changes in costs going forward. The Company has not incurred any significant impairment losses in the carrying values of the Company’s assets as a result of the COVID‑19 pandemic and is not aware of any specific related event or circumstance that would require the Company to revise its estimates reflected in its financial statements. Liquidity and Going Concern Since its inception, the Company has generated no revenue and has funded its operations primarily with proceeds from the issuance of capital to private investors. As a result, the Company has incurred a significant cash burn and recurring net losses since its inception, which includes a net loss of $11,779 and $10,314 for the three months ended March 31, 2021 and 2020, respectively, and an accumulated deficit of $184,022 and $172,243, as of March 31, 2021 and December 31, 2020, respectively. The Company expects to continue to incur a significant cash burn and recurring net losses for the foreseeable future until such time that the Company can successfully commercialize its products that are currently under development. However, the Company can provide no assurance that such products will be successfully developed and commercialized in the future. Given the closing of the business combination with HighCape on June 10, 2021, as described in Note 1, the Company received gross proceeds of $511,176 million (see Note 13) and as a result, the Company will be able to sustain its operations and meet its obligations as they become due over the next twelve months. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk consist principally of cash and cash equivalents. At March 31, 2021 and December 31, 2020, substantially all the Company’s cash and cash equivalents were invested in money market accounts at one financial institution. The Company also maintains balances in various operating accounts above federally insured limits. The Company has not experienced any losses on such accounts and does not believe it is exposed to any significant credit risk on cash and cash equivalents. Use of Estimates The preparation of the condensed financial statements in conformity with U.S. GAAP requires the Company to make estimates and assumptions about future events that affect the amounts reported in its condensed financial statements and accompanying notes. Future events and their effects cannot be determined with certainty. On an ongoing basis, management evaluates these estimates and assumptions. Significant estimates and assumptions included: · valuation allowances with respect to deferred tax assets; and · assumptions underlying the fair value used in the calculation of the stock-based compensation. The Company bases these estimates on historical and anticipated results and trends and on various other assumptions that the Company believes are reasonable under the circumstances, including assumptions as to future events. Changes in estimates are recorded in the period in which they become known. Actual results could differ from those estimates, and any such differences may be material to the Company’s condensed financial statements. Impairment of Long-Lived Assets The Company reviews its long-lived assets for impairment at least annually or when the Company determines a triggering event has occurred. When a triggering event has occurred, each impairment test is based on a comparison of the future expected undiscounted cash flow to the recorded value of the asset. If the recorded value of the asset is less than the undiscounted cash flow, the asset is written down to its estimated fair value. No impairments were recorded for the three months ended March 31, 2021 and 2020. Recent Accounting Pronouncements Accounting pronouncements issued but not yet adopted In February 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016‑02, Leases (Topic 842), which outlines a comprehensive lease accounting model and supersedes the current lease guidance. The new guidance requires lessees to recognize almost all their leases on the balance sheet by recording a lease liability and corresponding right-of-use assets. It also changes the definition of a lease and expands the disclosure requirements of lease arrangements. As per the latest ASU 2020‑05 issued by FASB, entities who have not yet issued or made available for issuance the financial statements as of June 3, 2020 can defer the new guidance for one year. For public entities, this guidance is effective for annual reporting periods beginning January 1, 2020, including interim periods within that annual reporting period. For the Company, this guidance is effective for annual reporting periods beginning January 1, 2022, and interim reporting periods within annual reporting periods beginning January 1, 2023. The Company is in the process of evaluating the impact that the adoption of this pronouncement will have on its financial statements. In August 2019, the FASB issued ASU 2019‑15, Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement that Is a Service Contract , which aligns the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software (and hosting arrangements that include an internal-use software license). For the Company, this guidance is effective for annual reporting periods beginning January 1, 2021 and interim periods beginning January 1, 2022. The Company is currently evaluating the impact that the adoption of this pronouncement will have on its financial statements. In December 2019, the FASB issued ASU 2019‑12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes . ASU 2019‑12 is intended to simplify various aspects related to accounting for income taxes. For public entities, this guidance is effective for annual reporting periods beginning January 1, 2021, including interim periods within that annual reporting period. For the Company, this guidance is effective for annual reporting periods beginning January 1, 2022 and interim reporting periods within annual reporting periods beginning January 1, 2023. The Company is currently evaluating the impact that the adoption of this pronouncement will have on its financial statements. In August 2020, the FASB issued ASU 2020‑06, Debt-Debt with Conversion and Other Options (Subtopic 470‑20) and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic 815‑40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity , which simplifies the accounting for convertible instruments by removing the separation models for convertible debt with a cash conversion feature and convertible instruments with a beneficial conversion feature. These changes will reduce reported interest expense and increase reported net income for entities that have issued a convertible instrument that was bifurcated according to previously existing rules. ASU 2020‑06 also requires the application of the if-converted method for calculating diluted earnings per share and the treasury stock method will be no longer available. For public entities, this guidance is effective for annual reporting periods beginning January 1, 2022, including interim periods within that annual reporting period. For the Company, this guidance is effective for annual reporting periods beginning January 1, 2024, and interim reporting periods within annual reporting periods beginning January 1, 2024, with early adoption permitted. The Company is currently evaluating the impact that the adoption of ASU 2020‑06 will have on its financial statements. | 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying financial statements include the accounts of the Company and have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the accounting disclosure rules and regulations of the Securities and Exchange Commission (the “SEC”). COVID‑19 Outbreak The recent outbreak of the novel coronavirus (“COVID‑19”), which was declared a pandemic by the World Health Organization on March 11, 2020 and declared a National Emergency by the President of the United States on March 13, 2020, has led to adverse impacts on the U.S. and global economies and created uncertainty regarding potential impacts on the Company’s operating results, financial condition and cashflows. The COVID‑19 pandemic had, and is expected to continue to have, an adverse impact on our operations, particularly as a result of preventive and precautionary measures that we, other businesses, and governments are taking. Governmental mandates related to COVID‑19 or other infectious diseases, or public health crises, have impacted, and we expect them to continue to impact, our personnel and personnel at third-party manufacturing facilities in the United States and other countries, and the availability or cost of materials, which would disrupt or delay our receipt of instruments, components and supplies from the third parties we rely on to, among other things, produce our products. The COVID‑19 pandemic has also had an adverse effect on our ability to attract, recruit, interview and hire at the pace we would typically expect to support our rapidly expanding operations. To the extent that any governmental authority imposes additional regulatory requirements or changes existing laws, regulations, and policies that apply to the Company’s business and operations, such as additional workplace safety measures, the Company’s product development plans may be delayed, and the Company may incur further costs in bringing its business and operations into compliance with changing or new laws, regulations, and policies. The full extent to which the COVID‑19 pandemic will directly or indirectly impact the Company’s business, results of operations and financial condition, including expenses and research and development costs, will depend on future developments that are highly uncertain, including as a result of new information that may emerge concerning COVID‑19 and the actions taken to contain or treat COVID‑19, as well as the economic impacts. The estimates of the impact on the Company’s business may change based on new information that may emerge concerning COVID‑19 and the actions to contain it or treat its impact and the economic impact on local, regional, national and international markets. While we are unable to predict the full impact that the COVID‑19 pandemic will have on our future results of operations, liquidity and financial condition due to numerous uncertainties, including the duration of the pandemic, and the actions that may be taken by government authorities across the US, it is not expected to result in any significant changes in costs going forward. The Company has not incurred any significant impairment losses in the carrying values of our assets as a result of the COVID‑19 pandemic and is not aware of any specific related event or circumstance that would require us to revise our estimates reflected in our financial statements. Liquidity and Going Concern Since its inception, the Company has generated no revenue and has funded its operations primarily with proceeds from the issuance of capital to private investors. As a result, the Company has incurred a significant cash burn and recurring net losses since its inception, which includes a net loss of $36,613 and $35,792 for the years ended December 31, 2020 and 2019, respectively, and an accumulated deficit of $172,243 and $135,630, as of December 31, 2020 and 2019, respectively. The Company expects to continue to incur a significant cash burn and recurring net losses for the foreseeable future until such time that the Company can successfully commercialize its products that are currently under development. However, the Company can provide no assurance that such products will be successfully developed and commercialized in the future. Management anticipates the Company will be able to raise additional capital needed to sustain the Company’s operations and meet its obligations as they become due over the next twelve months upon consummation of the proposed merger with HighCape (See Note 14). However, the Company can provide no assurance the proposed merger will be successfully consummated, or that enough capital will be received to fund the Company’s operations over the next twelve months. If the proposed merger is not successfully consummated or enough capital received, the Company will have to seek other sources of capital, or pursue other strategic alternatives, which could include, among other things, a significant reduction in the Company’s current cost structure, a significant reduction in the Company’s product development strategy, a sale of the Company, or a filing of insolvency or cessation of the Company’s operations. Management believes these uncertainties raise substantial doubt about the Company’s ability to continue as a going concern. The accompanying financial statements have been prepared on the basis that the Company will continue to operate as a going-concern, which contemplates that the Company will be able to realize assets and settle liabilities and commitments in the normal course of business for the foreseeable future. Accordingly, the accompanying financial statements do not include any adjustments that may result from the outcome of these uncertainties. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk consist principally of cash and cash equivalents. At December 31, 2020 and 2019, substantially all the Company’s cash and cash equivalents were invested in money market accounts at one financial institution. The Company also maintains balances in various operating accounts above federally insured limits. The Company has not experienced any losses on such accounts and does not believe it is exposed to any significant credit risk on cash and cash equivalents. Use of Estimates The preparation of the financial statements in conformity with U.S. GAAP requires the Company to make estimates and assumptions about future events that affect the amounts reported in its financial statements and accompanying notes. Future events and their effects cannot be determined with certainty. On an ongoing basis, management evaluates these estimates and assumptions. Significant estimates and assumptions included: · valuation allowances with respect to deferred tax assets; and · assumptions underlying the fair value used in the calculation of the stock-based compensation. The Company bases these estimates on historical and anticipated results and trends and on various other assumptions that the Company believes are reasonable under the circumstances, including assumptions as to future events. Changes in estimates are recorded in the period in which they become known. Actual results could differ from those estimates, and any such differences may be material to the Company’s financial statements. Cash and Cash Equivalents All highly liquid investments purchased with a maturity of three months or less are cash equivalents. At December 31, 2020 and 2019, cash and cash equivalents consist principally of cash and money market accounts. Prepaid Expenses and Other Current Assets Prepaid expenses and other current assets include amounts paid in advance for operating expenses as well as monies to be received from the State of Connecticut for research and development tax credits. These research and development tax credits are exchanged for a cash refund and are typically collected within one year from the date the tax return is filed with the state. The credits are recognized as an offset to research and development expenses in the statement of operations and comprehensive loss in the annual period the corresponding expenses were incurred. Property and Equipment, net Property and equipment are stated at cost less accumulated depreciation and amortization. Depreciation expense is computed using the straight-line method over the estimated useful lives of the related assets. Useful lives of property and equipment are as follows: Property and equipment Estimated useful life Computer equipment 5 years Laboratory equipment 5 years Furnitures and fixtures 7 years Software 3 years Expenditures for major renewals and improvements are capitalized. Expenditures for repairs and maintenance are expensed as incurred. When assets are retired or otherwise disposed of, the cost of these assets and related accumulated depreciation is eliminated from the balance sheet, and any resulting gains or losses are included in the statements of operations and comprehensive loss in the period of disposal. Leases Leases are evaluated and classified as operating leases or capital leases for financial reporting purposes. Leases that meet one or more of the capital lease criteria under this guidance are recorded as capital leases. All other leases are recorded as operating leases. The Company records each capital lease as an asset and an obligation at an amount that is equal to the present value of the minimum lease payments over the lease term. The Company’s operating leases are short term in nature as they have month to month rental terms. The Company expenses monthly rental payments as incurred in general and administrative expenses in the statement of operations and comprehensive loss. Impairment of Long-Lived Assets The Company reviews its long-lived assets for impairment at least annually or when the Company determines a triggering event has occurred. When a triggering event has occurred, each impairment test is based on a comparison of the future expected undiscounted cash flow to the recorded value of the asset. If the recorded value of the asset is less than the undiscounted cash flow, the asset is written down to its estimated fair value. No impairments were recorded for the years ended December 31, 2020 and 2019. Capitalized Software Development Costs The Company has considered costs of software to be sold, leased, or marketed. For the years ended December 31, 2020 and 2019, the Company had not yet achieved technical feasibility and therefore, all costs were expensed in research and development. With respect to costs of software developed for internal use, the Company determined that all costs for the periods ending December 31, 2020 and 2019 were in the preliminary project stage and not eligible for capitalization and therefore expensed as incurred in research and development. Research and Development Research and development expenses primarily consist of personnel costs and benefits including stock- based compensation, facilities-related expenses, consulting and professional fees, fabrication services, software and other outsourcing expenses. Substantially all of the Company’s research and development expenses are related to developing new products and services. Research and development expenses are expensed as incurred. General and Administrative General and administrative expenses primarily consist of personnel costs and benefits including stock- based compensation, patent and filing fees, facilities costs, office expenses and outside services. Outside services consist of professional services, legal and other professional fees. Sales and Marketing Sales and marketing costs primarily consist of personnel costs and benefits including stock-based compensation, advertising, promotional, as well as conferences, meetings and other events. Advertising costs are expensed as incurred. For the years ended December 31, 2020 and 2019, advertising expenses were $87 and $15, respectively. Net Loss per Common Share Basic net loss per common share is calculated by dividing the net loss by the weighted average number of common shares outstanding during the period, without consideration of potentially dilutive securities. Diluted net loss per common share is computed by dividing the net loss attributable to common stockholders by the weighted average number of common shares plus the common equivalent shares of the period, including any dilutive effect from such shares. The Company’s diluted net loss per common share is the same as basic net loss per common share for all periods presented, since the effect of potentially dilutive securities is anti-dilutive. Refer to Note 10, “Net Loss Per Share” for further discussion. Convertible Preferred Stock The Company has applied the guidance in ASC Topic 480‑10‑S99‑3A, SEC Staff Announcement: Classification and Measurement of Redeemable Securities, and has therefore classified the Series A, Series B, Series C, Series D, and Series E Convertible Preferred Stock (“Convertible Preferred Stock”) (see Note 7) as mezzanine equity. The Convertible Preferred Stock was recorded outside of stockholders’ deficit because the Convertible Preferred Stock includes a redemption provision upon a change of control, which is deemed a liquidation event that is considered outside the Company’s control. The Convertible Preferred Stock have been recorded at their original issue price, net of issuance costs. The Company did not adjust the carrying values of the Convertible Preferred Stock to the liquidation price associated with a change of control because a change of control of the Company was not considered probable at either of the reporting dates (see Note 13). Subsequent adjustments to increase or decrease the carrying values to their respective liquidation prices will be made only when it becomes probable that such a change of control will occur. Stock-Based Compensation The measurement of share-based compensation expense for all stock-based payment awards, including stock options granted to employees, directors, and nonemployees, is based on the estimated fair value of the awards on the date of grant. Prior to adoption of Accounting Standards Update (“ASU”) 2018‑07, Compensation — Stock Compensation (Topic 718) on January 1, 2020, stock options granted to nonemployees were accounted for based on their fair value on the measurement date. Stock options granted to nonemployees are subject to periodic revaluation over their vesting terms. As a result, the charge to statements of operations and comprehensive loss for nonemployee options with vesting requirements is affected in each reporting period by a change in the fair value of the option calculated under the Black-Scholes option pricing model. The Company recognizes stock-based compensation expense for stock option grants with only service conditions on a straight-line basis over the requisite service period of the individual grants, which is generally the vesting period, based on the estimated grant date fair values. The Company recognizes stock-based compensation expense for stock option grants subject to non-financing event performance conditions on an accelerated basis as though each separately vesting portion of the award was, in substance, a separate award. Generally, stock options fully vest four years from the grant date and have a term of 10 years. On January 1, 2020, the Company adopted ASU 2018‑07. ASU 2018‑07 aligns the accounting for share-based payment awards issued to employees and nonemployees. Under this new guidance, the existing employee guidance will now apply to nonemployee share-based transactions. This guidance was applied to all new awards granted after the date of adoption, and adoption did not have a material impact on our financial statements or related disclosures. For nonemployee awards that had been issued prior to adoption of ASU 2018‑07 and remained outstanding subsequent to adoption, the Company utilized the adoption date fair value of the nonemployee awards as a substitute for grant date fair value for future compensation expense recognition as permitted under the transition guidance. The Company recognizes the effect of forfeiture in compensation costs based on actual forfeitures when they occur. The fair value of the shares of common stock underlying stock options has historically been determined by the Board of Directors (the “Board”), with input from management and contemporaneous third-party valuations, as there was no public market for the common stock. Given the absence of a public trading market for the Company’s common stock, and in accordance with the American Institute of Certified Public Accountants Practice Aid, Valuation of Privately Held Company Equity Securities Issued as Compensation , the Board exercised reasonable judgment and considered numerous objective and subjective factors to determine the best estimate of the fair value of the Company’s common stock at each option grant date. In valuing the Company’s common stock for 2020 and 2019, the Board determined the value using the market approach-subject company transaction method. Under this method, the Company “solved for” the total equity value which allocates a probability-weighted present value to the Series E convertible preferred stockholders consistent with the investment amount of the financing round that was known at the respective valuation date. Application of this approach involves the use of estimates, judgment and assumptions that are highly complex and subjective, such as market multiples, the selection of comparable companies and the probability of possible future events. Changes in any or all these estimates and assumptions or the relationships among those assumptions could have a material impact on the valuation of the Company’s common stock as of each valuation date. Income Taxes The Company utilizes the asset and liability method of accounting for income taxes, as set forth in ASC Topic 740, Income Taxes . Under this method, deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the carrying amounts and the tax basis of assets and liabilities using the enacted statutory tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. A valuation allowance is established against net deferred tax assets if, based on the weight of available evidence, it is more likely than not that some or all of the net deferred tax assets will not be realized. The Company accounts for uncertainty in income taxes recognized in the financial statements by applying a two-step process to determine the amount of tax benefit to be recognized. First, the tax position must be evaluated to determine the likelihood that it will be sustained upon external examination by the taxing authorities. If the tax position is deemed more-likely-than-not to be sustained, the tax position is then assessed to determine the amount of benefit to recognize in the financial statements. The amount of the benefit that may be recognized is the largest amount that has a greater than 50% likelihood of being realized upon ultimate settlement. The provision for income taxes includes the effects of any resulting tax reserves, or unrecognized tax benefits, that are considered appropriate as well as the related net interest and penalties. As of December 31, 2020 and 2019, the Company had no uncertain tax positions. Recent Accounting Pronouncements Accounting pronouncements adopted In June 2018, the Financial Accounting Standards Board (“FASB”) issued ASU 2018‑07, Compensation — Stock Compensation (Topic 718) . The amendments in this update expand the scope of Topic 718 (“ASC 718”) to include share-based payments to nonemployees. An entity is required to apply the requirements of ASC 718 to nonemployee awards except for specific guidance related to option pricing models and the attribution of cost. The Company adopted such guidance on January 1, 2020 and there was no material effect of adoption on the financial statements. In May 2014, the FASB issued ASU No. 2014‑09, Revenue from Contracts with Customers (Topic 606) , which amends the existing accounting standards for revenue recognition. The FASB has issued several updates to the standard which: (i) clarify the application of the principal versus agent guidance, (ii) clarify the guidance relating to performance obligations and licensing, (iii) clarify the assessment of the collectability criterion, presentation of sales taxes, measurement date for non-cash consideration and completed contracts and (iv) clarify the narrow aspects of Topic 606 or correct unintended application of the guidance (collectively, “ASC 606”). ASC 606 is based on principles that govern the recognition of revenue at an amount to which an entity expects to be entitled when products and/or services are transferred to customers. The new revenue standard may be applied via the full retrospective method to each prior period presented or via the modified retrospective method with the cumulative effect recognized as of the date of adoption. The Company adopted ASU 2014‑09 as of January 1, 2019. The Company has had no revenue and the adoption of this pronouncement had no impact on the Company’s financial statements. Accounting pronouncements issued but not yet adopted In February 2016, the FASB issued ASU 2016‑02, Leases (Topic 842) which outlines a comprehensive lease accounting model and supersedes the current lease guidance. The new guidance requires lessees to recognize almost all their leases on the balance sheet by recording a lease liability and corresponding right-of- use assets. It also changes the definition of a lease and expands the disclosure requirements of lease arrangements. As per the latest ASU 2020‑05 issued by FASB, the entities who have not yet issued or made available for issuance the financial statements as of June 3, 2020 can defer the new guidance for one year. For public entities, this guidance is effective for annual reporting periods beginning January 1, 2020, including interim periods within that annual reporting period. For the Company, this guidance is effective for annual reporting periods beginning January 1, 2022, and interim reporting periods within annual reporting periods beginning January 1, 2023. The Company is in the process of evaluating the impact that the adoption of this pronouncement will have on the Company’s financial statements and disclosures. In August 2019, the FASB issued ASU 2019‑15, Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement that Is a Service Contract , which aligns the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software (and hosting arrangements that include an internal-use software license). For the Company, this guidance is effective for annual reporting periods beginning January 1, 2021 and interim periods beginning January 1, 2022. The Company is currently evaluating the impact that the adoption of this pronouncement will have on the Company’s financial statements and disclosures. In December 2019, the FASB issued ASU 2019‑12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes . The ASU is intended to simplify various aspects related to accounting for income taxes. For public entities, this guidance is effective for annual reporting periods beginning January 1, 2021, including interim periods within that annual reporting period. For the Company, this guidance is effective for annual reporting periods beginning January 1, 2022 and interim reporting period within annual reporting period beginning January 1, 2023. The Company is currently evaluating the impact that the adoption of this pronouncement will have on the Company’s financial statements. In August 2020, the FASB issued ASU 2020‑06, Debt-Debt with Conversion and Other Options (Subtopic 470‑20) and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic 815‑40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity , which simplifies the accounting for convertible instruments by removing the separation models for convertible debt with a cash conversion feature and convertible instruments with a beneficial conversion feature. These changes will reduce reported interest expense and increase reported net income for entities that have issued a convertible instrument that was bifurcated according to previously existing rules. ASU 2020‑06 also requires the application of the if-converted method for calculating diluted earnings per share and the treasury stock method will be no longer available. For public entities, this guidance is effective for annual reporting periods beginning January 1, 2022, including interim periods within that annual reporting period. For the Company, this guidance is effective for annual reporting periods beginning January 1, 2024, and interim reporting periods within annual reporting periods beginning January 1, 2024, with early adoption permitted. The Company is currently evaluating the impact that the adoption of ASU 2020‑06 will have on its financial statements. |
FAIR VALUE OF FINANCIAL INSTRUM
FAIR VALUE OF FINANCIAL INSTRUMENTS | 3 Months Ended | 7 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2020 | |
FAIR VALUE OF FINANCIAL INSTRUMENTS | NOTE 9. FAIR VALUE MEASUREMENTS At March 31, 2021 and December 31, 2020, assets held in the Trust Account were comprised of $115,003,881 and $115,002,152 in money market funds, which are invested in U.S. Treasury Securities, respectively. During the three months ended March 31, 2021 and year ended December 31, 2020, the Company did not withdraw any interest income from the Trust Account. The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. Level 3: Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability. At March 31, 2021, there were 3,833,333 Public Warrants and 135,000 Private Placement Warrants outstanding. The following table presents information about the Company’s assets that are measured at fair value on a recurring basis at March 31, 2021 and December 31, 2020 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: March 31, December 31, Description Level 2021 2020 Assets: Cash and cash equivalents held in Trust Account – U.S. Treasury Securities Money Market Fund 1 $ 115,003,880 $ 115,002,152 Liabilities: Warrant Liability – Public Warrants 1 $ 12,534,999 $ 4,370,000 Warrant Liability – Private Placement Warrants 3 $ 510,300 $ 115,250 The following table presents the changes in the fair value of warrant liabilities: Private Placement Public Warrant Liabilities Fair value as January 1, 2021 $ 155,250 $ 4,370,000 $ 4,525,250 Change in valuation inputs or other assumptions 355,050 8,164,999 8,520,049 Fair value as of March 31, 2021 $ 510,300 $ 12,534,999 $ 13,045,299 There were no transfers in or out of Level 3 from other levels in the fair value hierarchy. The key inputs into the binomial lattice simulation model for the Private Placement Warrants were as follows at March 31, 2021 and December 31, 2020: March December Input 31, 2021 31, 2020 Risk-free interest rate 0.94 % % Trading days per year 252 252 Expected volatility 34.0 % % Exercise price $ 11.50 $ 11.50 Stock Price $ $ | NOTE 11. FAIR VALUE MEASUREMENTS At December 31, 2020, assets held in the Trust Account were comprised of $115,002,152 in money market funds, which are invested in U.S. Treasury Securities. During the period from June 10, 2020 (inception) through December 31, 2020, the Company did not withdraw any interest income from the Trust Account. The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1: Level 2: Level 3: The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis at December 31, 2020 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value. December 31, Level 2020 Assets: Cash and cash equivalents held in Trust Account – U.S. Treasury Securities Money Market Fund 1 $ 115,002,152 Liabilities: Warrant Liability - Public Warrants 1 $ 4,370,000 Warrant Liability - Private Placement Warrants 3 $ 155,250 The Warrants were accounted for as liabilities in accordance with ASC 815-40 and are presented within warrant liabilities on our balance sheet. The warrant liabilities are measured at fair value at inception and on a recurring basis, with changes in fair value presented within change in fair value of warrant liabilities in the statement of operations. The Private Placement Warrants were initially valued using a binomial lattice model, which is considered to be a Level 3 fair value measurement. The binomial lattice model’s primary unobservable input utilized in determining the fair value of the Private Placement Warrants is the expected volatility of the common stock. The expected volatility as of the IPO date was derived from observable public warrant pricing on comparable ‘blank-check’ companies without an identified target. The expected volatility as of subsequent valuation dates will be implied from the Company’s own public warrant pricing. A binomial lattice model methodology was also used in estimating the fair value of the Public Warrants for periods where no observable traded price was available, using the same expected volatility as was used in measuring the fair value of the Private Placement Warrants. For periods subsequent to the detachment of the Warrants from the Units, the close price of the Public Warrant price will be used as the fair value as of each relevant date. As of December 31, 2020, the significant assumptions used in preparing the option pricing model for valuing the warrant liability of the Private Placement Warrants include (i) volatility of 18.6%, (ii) risk-free interest rate of 0.41%, (iii) strike price ($11.50), (iv) fair value of common stock ($10.15), and (v) expected life of 4.4 years. The key inputs into the binomial lattice simulation model for the Private Placement Warrants and Public Warrants were as follows at initial measurement, September 30, 2020 and December 31, 2020 (Private Warrants only): September 9, 2020 (Initial September 30, December 31, Input Measurement) 2020 2020 Risk-free interest rate 0.34 % 0.34 % 0.34 % Trading days per year 252 252 252 Expected volatility 27.0 % 27.0 % 27.0 % Exercise price $ 11.50 $ 11.50 $ 11.50 Stock Price $ 10.00 $ 10.00 $ 10.00 The following table presents the changes in the fair value of warrant liabilities: Private Placement Public Warrant Liabilities Fair value as of June 10, 2020 (inception) $ — $ — $ — Initial measurement on September 9, 2020 48,600 1,380,000 1,428,600 Change in valuation inputs or other assumptions 106,650 2,990,000 3,096,650 Fair value as of December 31, 2020 $ 155,250 $ 4,370,000 $ 4,525,250 On October 26, 2020, our Publicly Warrants were separated from our Units and began trading, at which point the Warrant Liability related to the Publicly Warrants transferred from a Level 3 liability to a Level 1 liability. The value of the Publicly Warrants upon transfer was $3,545,833. The value of the Public Warrants at 12/31/20 was $4,370,000. | |
Q S I Operations Inc | |||
FAIR VALUE OF FINANCIAL INSTRUMENTS | 3. FAIR VALUE OF FINANCIAL INSTRUMENTS Fair value estimates of financial instruments are made at a specific point in time, based on relevant information about financial markets and specific financial instruments. As these estimates are subjective in nature, involving uncertainties and matters of significant judgment, they cannot be determined with precision. Changes in assumptions can significantly affect estimated fair value. The Company measures fair value as the price that would be received to sell an asset or paid to transfer a liability (an exit price) in an orderly transaction between market participants at the reporting date. The Company utilizes a three-tier hierarchy, which prioritizes the inputs used in the valuation methodologies in measuring fair value: · 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. The carrying value of cash and cash equivalents, notes receivable, accounts payable and accrued expenses and other current liabilities approximates their fair values due to the short-term or on demand nature of these instruments. There were no transfers between fair value measurement levels during the three months ended March 31, 2021. The Company had $25,510 and $36,040 of money market funds included in cash and cash equivalents as of March 31, 2021 and December 31, 2020, respectively. These assets were valued using quoted market prices and accordingly were classified as Level 1. The fair value of the notes payable using Level 2 inputs was deemed to approximate carrying value as of March 31, 2021. The Company has no assets or liabilities valued with Level 3 inputs. | 3. FAIR VALUE OF FINANCIAL INSTRUMENTS Fair value estimates of financial instruments are made at a specific point in time, based on relevant information about financial markets and specific financial instruments. As these estimates are subjective in nature, involving uncertainties and matters of significant judgment, they cannot be determined with precision. Changes in assumptions can significantly affect estimated fair value. The Company measures fair value as the price that would be received to sell an asset or paid to transfer a liability (an exit price) in an orderly transaction between market participants at the reporting date. The Company utilizes a three-tier hierarchy, which prioritizes the inputs used in the valuation methodologies in measuring fair value: · 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. The Company has no assets or liabilities valued with Level 3 inputs. The carrying value of cash and cash equivalents, notes receivable, accounts payable and accrued expenses and other current liabilities approximates their fair values due to the short-term or on demand nature of these instruments. There were no transfers between fair value measurement levels during the years ended December 31, 2020 and 2019. The Company had $36,040 and $31,895 of money market funds included in cash and cash equivalents as of December 31, 2020 and 2019, respectively. These assets were valued using quoted market prices and accordingly were classified as Level 1. The fair value of the notes payable using Level 2 inputs was deemed to approximate carrying value as of December 31, 2020. |
PROPERTY AND EQUIPMENT, NET
PROPERTY AND EQUIPMENT, NET | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Q S I Operations Inc | ||
PROPERTY AND EQUIPMENT, NET | 4. PROPERTY AND EQUIPMENT, NET Property and equipment, net, are recorded at historical cost and consist of the following: March 31, December 31, 2021 2020 Laboratory equipment $ 4,440 $ 4,245 Computer equipment 772 765 Software 144 136 Furniture and fixtures 46 47 Construction in process 382 35 5,784 5,228 Less: Accumulated Depreciation (3,445) (3,232) Property and equipment, net $ 2,339 $ 1,996 Depreciation and amortization expense amounted to $213 and $229 for the three months ended March 31, 2021 and 2020, respectively. | 4. PROPERTY AND EQUIPMENT, NET Property and equipment, net, are recorded at historical cost and consist of the following at December 31: 2020 2019 Laboratory equipment $ 4,245 $ 3,983 Computer equipment 765 737 Software 136 116 Furniture and fixtures 47 47 Construction in process 35 9 5,228 4,892 Less: Accumulated depreciation and amortization (3,232) (2,341) Property and equipment, net $ 1,996 $ 2,551 Depreciation and amortization expense amounted to $894 and $780 for the years ended December 31, 2020 and 2019, respectively. |
ACCRUED EXPENSES AND OTHER CURR
ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Q S I Operations Inc | ||
ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES | 5. ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES Accrued expenses and other current liabilities consist of the following: March 31, December 31, 2021 2020 Salary and bonus $ 587 $ 511 Contracted service 1,276 399 Legal fees 1,019 447 Other 39 68 Total accrued expenses and other current liabilities $ 2,921 $ 1,425 | 5. ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES Accrued expenses and other current liabilities consist of the following at December 31: 2020 2019 Salary and bonus $ 511 $ 110 Contracted services 399 374 Legal fees 447 467 Other 68 63 Total accrued expenses and other current liabilities $ 1,425 $ 1,014 |
NOTES PAYABLE
NOTES PAYABLE | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Q S I Operations Inc | ||
NOTES PAYABLE | 6. NOTES PAYABLE The Company received loan proceeds of $1,749 under the Paycheck Protection Program (“PPP”). The PPP loan is evidenced by a promissory note dated August 10, 2020. The PPP, established as part of the Coronavirus Aid, Relief and Economic Security Act (“CARES Act”), provides loans to qualifying businesses for amounts up to 2.5 times the average monthly payroll expenses of the qualifying business. The Company used the loan proceeds for eligible purposes, including payroll, benefits, rent and utilities, and maintains its payroll levels. The interest rate on the PPP loan is 1% per annum and no payments of principal or interest are due during the ten-month period following the consummation of the PPP loan (the “Deferment Period”). The Company could request partial or full forgiveness of the PPP loan. If the PPP loan was not forgiven or partially forgiven, then the Company would be notified and provided details of the monthly repayment amount with a maximum term of five years. If the Company did not apply for forgiveness during the Deferment Period, then repayment would automatically commence at the end of the Deferment Period according to the terms provided by the lender with a maximum term of five years. The PPP loan was unsecured and guaranteed by the Small Business Administration and was subject to any new guidance and new requirements released by the Department of the Treasury. In connection with the closing of the business combination discussed in Note 1, the Company repaid the loan in full. The Company is accounting for the loan as debt (See Note 13). | 6. NOTES PAYABLE The Company received loan proceeds of $1,749 under the Paycheck Protection Program (“PPP”). The PPP loan is evidenced by a promissory note dated August 10, 2020. The PPP, established as part of the Coronavirus Aid, Relief and Economic Security Act (“CARES Act”), provides loans to qualifying businesses for amounts up to 2.5 times of the average monthly payroll expenses of the qualifying business. The Company used the loan proceeds for eligible purposes, including payroll, benefits, rent and utilities, and maintains its payroll levels. The interest rate on the PPP loan is 1% per annum and no payments of principal or interest are due during the ten-month period following the consummation of the PPP loan (the “Deferment Period”). The Company may request for partial or full forgiveness of the PPP loan. If the PPP loan is not forgiven or partially forgiven, then the Company will be notified and provided details of the monthly repayment amount with a maximum term of five years. If the Company does not apply for forgiveness during the Deferment Period, then repayment will automatically commence at the end of the Deferment Period according to the terms provided by the lender with a maximum term of five years. The PPP loan is unsecured and guaranteed by the Small Business Administration and is subject to any new guidance and new requirements released by the Department of the Treasury. Subject to and following the closing of the business combination discussed in Note 14, the Company intends to repay the loan in full. The Company is accounting for the loan as debt. |
CONVERTIBLE PREFERRED STOCK
CONVERTIBLE PREFERRED STOCK | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Q S I Operations Inc | ||
CONVERTIBLE PREFERRED STOCK | 7. CONVERTIBLE PREFERRED STOCK The Company has issued five series of Convertible Preferred Stock, Series A through Series E. The following table summarizes the authorized, issued and outstanding Convertible Preferred Stock of the Company as of March 31, 2021 and December 31, 2020: March 31, 2021 Total Year of Issuance Shares Proceeds or Initial Liquidation Class Price per Shares Issued and Exchange Issuance Net Carrying Price per Class Issuance share Authorized Outstanding Value Costs Value share Series A 2013 $ 0.04 25,000,000 25,000,000 $ 1,000 $ — $ 1,000 $ 0.80 Series B 2015 0.80 31,250,000 31,250,000 25,000 — 25,000 0.80 Series C 2015-2016 4.61 8,164,323 8,164,323 37,638 328 37,310 4.61 Series D 2017 4.71 12,738,853 12,738,853 60,000 414 59,586 4.71 Series E 2018 - 2020 5.36 14,925,373 13,636,092 73,089 175 72,914 5.36 92,078,549 90,789,268 December 31, 2020 Total Year of Issuance Shares Proceeds or Initial Liquidation Class Price per Shares Issued and Exchange Issuance Net Carrying Price per Class Issuance share Authorized Outstanding Value Costs Value share Series A 2013 $ 0.04 25,000,000 25,000,000 $ 1,000 $ — $ 1,000 $ 0.80 Series B 2015 0.80 31,250,000 31,250,000 25,000 — 25,000 0.80 Series C 2015-2016 4.61 8,164,323 8,164,323 37,638 328 37,310 4.61 Series D 2017 4.71 12,738,853 12,738,853 60,000 414 59,586 4.71 Series E 2018 - 2020 5.36 14,925,373 13,636,092 73,089 171 72,918 5.36 92,078,549 90,789,268 | 7. CONVERTIBLE PREFERRED STOCK The Company has issued five series of Convertible Preferred Stock, Series A through Series E. The following table summarizes the authorized, issued and outstanding Convertible Preferred Stock of the Company as of December 31, 2020 (in thousands, except share and per share information): Initial Shares Issued Total Proceeds Liquidation Year of Issuance Price Shares and or Exchange Issuance Net Carrying Price Class Issuance per share Authorized Outstanding Value Costs Value per share Series A 2013 $0.04 25,000,000 25,000,000 $ 1,000 $ — $ 1,000 $0.80 Series B 2015 0.80 31,250,000 31,250,000 25,000 — 25,000 0.80 Series C 2015 – 2016 4.61 8,164,323 8,164,323 37,638 328 37,310 4.61 Series D 2017 4.71 12,738,853 12,738,853 60,000 414 59,586 4.71 Series E 2018 – 2020 5.36 14,925,373 13,636,092 73,089 171 72,918 5.36 92,078,549 90,789,268 The following table summarizes the authorized, issued and outstanding Convertible Preferred Stock of the Company as of December 31, 2019 (in thousands, except for share and per share information): Initial Shares Issued Total Proceeds Liquidation Year of Issuance Price Shares and or Exchange Issuance Net Carrying Price Class Issuance per share Authorized Outstanding Value Costs Value per share Series A 2013 $0.04 25,000,000 25,000,000 $ 1,000 $ — $ 1,000 $0.80 Series B 2015 0.80 31,250,000 31,250,000 25,000 — 25,000 0.80 Series C 2015 – 2016 4.61 8,164,323 8,164,323 37,638 328 37,310 4.61 Series D 2017 4.71 12,738,853 12,738,853 60,000 414 59,586 4.71 Series E 2018 – 2019 5.36 7,233,604 7,048,394 37,779 120 37,659 5.36 84,386,780 84,201,570 The powers, preferences, rights, qualifications, limitations and restrictions of the shares of Convertible Preferred Stock are as follows: Dividends Dividends shall accrue to holders of the Convertible Preferred Stock at the rate of 8% of the original issue price for the applicable series of Convertible Preferred Stock, per annum subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization, reclassification and other similar events payable only when, and if, declared by the Board. The right to receive dividends on Convertible Preferred Stock are not cumulative, and therefore, if not declared in any year, the right to such dividends shall terminate and shall not carry forward into the next year. There have been no dividends declared to date. Liquidation Rights In the event of any liquidation, dissolution or winding up of the Company, whether voluntary or involuntary or a deemed liquidation event (which includes a merger, the sale of all of the Company’s assets, or a change of control) (each a “Liquidation Event”), the holders of the Convertible Preferred Stock are entitled to be paid out of the assets of the Company available for distribution to stockholders, pari passu, at a liquidation price per share equal to the greater of: (1) the Initial Liquidation Price of such Convertible Preferred Stock, plus any declared and unpaid dividends or (2) an amount that would have been payable had all the shares of the Convertible Preferred Stock been converted into the Common Stock. These payments will be made to or set aside prior to the holders of shares of any other class or series of capital stock that is not, by its terms, senior to the Convertible Preferred Stock. Voting Rights The holders of shares of the Convertible Preferred Stock shall be entitled to vote on all matters on which the holders of shares of the Common Stock shall be entitled to vote. Each holder of record of shares of Series A Convertible Preferred Stock shall be entitled to ten votes per share of Special-Voting Common Stock into which such Series A Convertible Preferred Stock are convertible, as discussed below under Conversion, on all matters to be voted on by the Company’s stockholders. Each holder of record of shares of Series B Convertible Preferred Stock, Series C Convertible Preferred Stock, Series D Convertible Preferred Stock and Series E Convertible Preferred Stock shall be entitled to one vote per share of Common Stock into which such Series B Convertible Preferred Stock, Series C Convertible Preferred Stock, Series D Convertible Preferred Stock, and Series E Convertible Preferred Stock are convertible, as discussed below under Conversion, on all matters to be voted on by the Company’s stockholders. The holders of Convertible Preferred Stock and the holders of Common Stock shall vote together and not as separate classes. There shall be no series voting. Conversion Each share of Series A Convertible Preferred Stock is convertible, at the option of the holder, at any time after the date of issuance of such share, into shares of Special-Voting Common Stock ona1 to1 conversion rate subject to customary anti-dilution adjustments and upon the issuance of additional common shares for no consideration or consideration less than the conversion price of the Series A Convertible Preferred Stock. Each share of Series B Convertible Preferred Stock, Series C Convertible Preferred Stock, Series D Convertible Preferred Stock and Series E Convertible Preferred Stock shall be convertible, at the option of the holder, at any time after the date of issuance into shares of Common Stock ona1 to1 conversion rate subject to customary anti-dilution adjustments and upon the issuance of additional common shares for no consideration or consideration less than the conversion price of the respective series of Convertible Preferred Stock, which is equal to the original issuance price for each series of Convertible Preferred Stock. Upon the earlier to occur of (i) election of the Convertible Preferred Stock by (A) the consent or vote of the majority holders of the Convertible Preferred Stock (voting together as a single class and not as separate series, and on an as-converted basis) and (B) the consent or vote of the majority holders of Series C Convertible Preferred Stock, Series D Convertible Preferred Stock and Series E Convertible Preferred Stock (voting together as a single class, and on an as-converted basis) or (ii) the closing of a firm commitment underwritten initial public offering pursuant to an effective registration statement filed under the Securities Act of 1933 covering the offer and sale of shares of Common Stock in which the aggregate gross proceeds to the Corporation are at least $80,000 at a public offering price per share equal to at least three times the Series D Convertible Preferred Stock Conversion Price of $4.71 (1) each share of Series A Convertible Preferred Stock shall automatically be converted into shares of Special-Voting Common Stock ona1 for 1 basis, (2) each share of Series B Convertible Preferred Stock shall automatically be converted into Common Stock ona1 for1 basis, (3) each share of Series C Convertible Preferred Stock shall automatically be converted into Common Stock ona1 for1 basis, (4) each share of Series D Convertible Preferred Stock shall automatically be converted into Common Stock on a 1 for 1 basis and (5) each share of Series E Convertible Preferred Stock shall automatically be converted into Common Stock ona1 for1 basis. |
STOCKHOLDERS' DEFICIT
STOCKHOLDERS' DEFICIT | 3 Months Ended | 7 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2020 | |
STOCKHOLDERS' DEFICIT | NOTE 7. STOCKHOLDERS’ EQUITY 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, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors. At March 31, 2021, there were no shares of preferred stock issued or outstanding. Class A Common Stock — The Company is authorized to issue 380,000,000 shares of Class A common stock with a par value of $0.0001 per share. Holders of Class A common stock are entitled to one vote for each share. At March 31, 2021 and December 31, 2020, there were 2,696,667 and 1,656,077 shares of Class A common stock issued and outstanding, excluding 9,208,333 and 10,248,923 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 March 31, 2021 and December 31, 2020, there were 2,875,000 shares of Class B common stock issued and outstanding. Only holders of 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 Combination the number of shares of Class A common stock issuable upon conversion of all Founder Shares will equal, in the aggregate, on an as-converted basis, 20% of the total number of shares of Class A common stock outstanding after such conversion (after giving effect to any redemptions of shares of Class A common stock by public stockholders and excluding the Private Placement Shares underlying the Private Placement Warrants), including the total number of shares of Class A common stock issued, or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of a Business Combination, excluding any shares of Class A common stock or equity-linked securities or rights exercisable for or convertible into shares of Class A common stock issued, or to be issued, to any seller in a Business Combination and any Private Placement Units issued to the Sponsor, officers or directors upon conversion of Working Capital Loans, provided that such conversion of Founder Shares will never occur on a less than one-for-one basis. | NOTE 8. STOCKHOLDERS’ EQUITY 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, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors. At December 31, 2020, there were no shares of preferred stock issued or outstanding. Class A Common Stock — The Company is authorized to issue 380,000,000 shares of Class A common stock with a par value of $0.0001 per share. Holders of Class A common stock are entitled to one vote for each share. At December 31, 2020, there were 1,656,077 shares of Class A common stock issued and outstanding, excluding 10,248,923 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 December 31, 2020, there were 2,875,000 shares of Class B common stock issued and outstanding. Only holders of 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 Combination the number of shares of Class A common stock issuable upon conversion of all Founder Shares will equal, in the aggregate, on an as-converted basis, 20% of the total number of shares of Class A common stock outstanding after such conversion (after giving effect to any redemptions of shares of Class A common stock by public stockholders and excluding the Private Placement Shares underlying the Private Placement Warrants), including the total number of shares of Class A common stock issued, or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of a Business Combination, excluding any shares of Class A common stock or equity-linked securities or rights exercisable for or convertible into shares of Class A common stock issued, or to be issued, to any seller in a Business Combination and any Private Placement Units issued to the Sponsor, officers or directors upon conversion of Working Capital Loans, provided that such conversion of Founder Shares will never occur on a less than one-for-one basis. | |
Q S I Operations Inc | |||
STOCKHOLDERS' DEFICIT | 8. STOCKHOLDERS’ DEFICIT Common stock As of December 31, 2020 and 2019, the Company had authorized 90,000,000 and 80,000,000 shares of common stock (“Common Stock”) at $.0001 par value per share, of which a total of 6,743,933 shares and 6,599,878 shares were outstanding, respectively. In addition, at both December 31, 2020 and 2019, the Company had authorized 25,000,000 shares of special-voting common stock (“Special-Voting Common Stock”) at $.0001 par value per share, of which none were issued or outstanding. Dividends Holders of the Company’s Common Stock are not entitled to receive dividends unless declared by the Board. Any such dividends would be subject to the preferential dividend rights of the holders of the Convertible Preferred Stock (see above). There have been no dividends declared to date. Voting rights The holders of shares of the Common Stock are entitled to 1 vote per share on all matters on which the Common shares shall be entitled to vote. The holders of shares of the Special-Voting Common Stock are entitled to 10 votes per share on all matters on which the Common shares shall be entitled to vote. The holders of Common Stock and Special-Voting Common Stock shall vote together and not as separate classes. |
EQUITY INCENTIVE PLAN
EQUITY INCENTIVE PLAN | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Q S I Operations Inc | ||
EQUITY INCENTIVE PLAN | 8. EQUITY INCENTIVE PLAN The Company’s 2013 Employee, Director and Consultant Equity Incentive Plan, as amended on November 26, 2020 (the “Plan”), was originally adopted by its Board of Directors and stockholders in September 2013. A summary of the Company’s stock option and restricted stock activity under the Plan is presented in the tables below. Stock option activity During the three months ended March 31, 2021, the Company granted 1,120,000 option awards subject to certain service and performance conditions. The service condition requires the participant’s continued employment with the Company through the applicable vesting date, and the performance condition requires the consummation of a contemplated business combination defined in the option award agreement. For options with performance conditions, stock-based compensation expense is only recognized if the performance conditions become probable to be satisfied. As the performance condition is a business combination, the performance condition will only become probable once consummated. Accordingly, as the business combination did not occur during the three months ended March 31, 2021, the Company has not recorded stock-based compensation expense related to these option awards. A summary of the stock option activity under the Plan is presented in the table below: Weighted Weighted Average Number of Average Exercise Remaining Aggregate Options Price Contractual Term Intrinsic Value Outstanding at December 31, 2020 9,240,930 $ 1.89 6.77 $ 4,094 Granted 1,286,250 6.80 Exercised (728,824) 1.37 Forfeited — — Outstanding at March 31, 2021 9,798,356 $ 2.57 7.16 $ 41,406 Options exercisable at March 31, 2021 6,496,490 $ 1.82 6.25 $ 32,326 Vested and expected to vest at March 31, 2021 9,516,206 $ 2.53 7.11 $ 40,630 Restricted stock activity During the three months ended March 31, 2021, the Company granted 5,041,752 restricted stock awards, including 2,136,000 and 213,600 restricted stock awards to the Company’s Chief Executive Officer and General Counsel, respectively, subject to certain service and performance conditions, and 569,000 restricted stock awards to the Company’s Chief Executive Officer subject to certain service, market, and performance conditions. The service condition for both award types requires the participant’s continued employment with the Company through the applicable vesting date, and the performance condition requires the consummation of a contemplated business combination or financing transaction defined in the award agreement. The market condition requires that the Company’s common stock subsequent to the business combination trades above a specified level for a defined period of time, or that a subsequent financing transaction meets defined pricing thresholds. For restricted stock with performance conditions, stock-based compensation expense is only recognized if the performance conditions become probable to be satisfied. As the performance condition is a business combination or financing transaction, the performance condition will only become probable once consummated. Accordingly, as the business combination or financing transaction did not occur during the three months ended March 31, 2021, the Company has not recorded stock-based compensation expense related to these restricted stock awards. A summary of the restricted stock activity under the Plan is presented in the table below: Number of Weighted Average Shares of Grant-Date Fair Restricted Stock Value Outstanding non-vested restricted stock at December 31, 2020 — Granted 5,610,752 $ 6.53 Repurchased — — Restrictions lapsed — — Outstanding non-vested restricted stock at March 31, 2021 5,610,752 $ 6.53 The Company’s stock-based compensation expense is allocated to the following operating expense categories on the condensed statements of operations and comprehensive loss for the three months ended March 31, 2021 and 2020 as follows: Three months ended March 31, 2021 2020 Research and development $ 340 $ 534 General and administrative 40 49 Sales and marketing 77 59 Total Stock-based compensation expense $ 457 $ 642 | 9. EQUITY INCENTIVE PLAN The Company’s 2013 Employee, Director and Consultant Equity Incentive Plan as amended on November 26, 2020 (the “Plan”), was originally adopted by its Board and stockholders in September 2013. As of January 1, 2019, a total of 16,700,000 shares of Common Stock were reserved for issuance under the Plan; however, in August 2019, upon approval of the stockholders, the amount reserved was increased to 19,000,000, and in November 2020, upon approval of the stockholders, the amount reserved was increased to 22,000,000. The Plan is administered by the Board. The Board may grant restricted stock and options to purchase shares either as incentive stock options or non-qualified stock options. The restricted stock and option grants are subject to certain terms and conditions, option periods and conditions, exercise rights and privileges and are fully discussed in the Plan document. At December 31, 2020, 5,990,137 common shares remain available for issuance under the Plan. No restricted stock was issued during the years ended December 31, 2020 and 2019 and substantially all previously granted restricted stock had been fully vested or cancelled prior to January 1, 2019. An immaterial amount of compensation expense related to restricted stock was recognized during the year ended December 31, 2019 and no compensation expense related to restricted stock was recognized during the year ended December 31, 2020. Stock option activity Each stock option grant carries varying vesting schedules whereby the options become exercisable at the participant’s sole discretion provided they are an employee, director or consultant of the Company on the applicable vesting date. Each option shall terminate not more than ten years from the date of the grant. A summary of the stock option activity under the Plan is presented in the table below: Weighted Weighted Average Average Aggregate Number of Exercise Remaining Intrinsic Options Price Contractual Term Value Outstanding at January 1,2019 77,81,967 $1.61 7.88 $ 7,851 Granted 31,96,721 2.41 Exercised (2,70,997) 0.43 Forfeited (8,13,934) 1.92 Outstanding at December 31, 2019 98,93,757 $1.88 7.72 5,280 Granted 7,90,433 2.31 Exercised (1,44,055) 0.44 Forfeited (12,99,205) 2.19 Outstanding at December 31, 2020 92,40,930 $1.89 6.77 4,094 Options exercisable at December 31, 2019 58,10,260 $1.59 6.76 4,788 Options exercisable at December 31, 2020 69,54,472 $1.76 6.20 3,945 Vested and expected to vest at December 31, 2019 96,57,854 $1.87 7.75 5,251 Vested and expected to vest at December 31, 2020 90,45,548 $1.88 6.73 4,082 The Company received cash proceeds from the exercise of stock options of $63 and $116 during the years ended December 31, 2020 and 2019, respectively. The total intrinsic value (the amount by which the stock price exceeds the exercise price of the option on the date of exercise) of the stock options exercised during the years ended December 31, 2020 and 2019, was $323 and $554 respectively. The weighted- average grant date fair value of options granted during the year ended December 31, 2020 and 2019, was $1.43 and $1.57, respectively. During the years ended December 31, 2020 and 2019, the Company granted 75,000 and 600,000 option awards subject to certain performance conditions, respectively. The performance conditions required the Company to announce at the Advances in Genome Biology and Technology conference (“AGBT”) and commence commercial sales during the year ended December 31, 2020. For options with performance conditions, stock-based compensation expense is only recognized if the performance conditions become probable to be satisfied. Upon becoming probable, the Company recognizes compensation expense equal to the grant date fair value of the option awards over the associated service period. If there are changes in the number of option awards that are expected to vest due to changes in the probability of certain performance conditions being satisfied, an adjustment to stock-based compensation expense will be recognized as a change in accounting estimate in the period that such probability changes. The Company accrued $295 of stock compensation expense during the year ended December 31, 2019 as it believed it was probable the performance conditions would be met. This stock compensation expense was then subsequently reversed during the year ended December 31, 2020 as the performance conditions were determined to be improbable to be met. All of the performance-based awards granted during the years ended December 31, 2020 and 2019 were cancelled on December 31, 2020. In addition to the awards discussed in the aforementioned paragraph, during the year ended December 31, 2019 the Company granted approximately 257,000 option awards subject to a single performance-based condition, the completion of a financing event as defined in the option award agreement. The achievement of the performance condition is not deemed satisfied for the years ended December 31, 2020 and 2019, as the completion of a financing event is not deemed probable until consummated. Thus, the Company has not recorded stock-based compensation expense with regards to these option awards. In accordance with ASC Topic 718, the Company estimates and records the compensation cost associated with the grants described above with an offsetting entry to paid-in capital. The Company utilized the Black- Scholes option pricing model for determining the estimated fair value for service or performance-based stock- based awards. The Black-Scholes option pricing model requires the use of subjective assumptions which determine the fair value of stock-based awards. The assumptions used to value option grants to employees and nonemployees for the year ended December 31, 2020 and employees for the year ended December 31, 2019 were as follows: 2020 2019 Risk free interest rate 0.3% – 0.6% 1.4% – 1.9% Expected dividend yield 0% 0% Expected term 5.0 years – 6.0 years 5.0 years – 6.2 years Expected volatility 70% 70% The assumptions used to value option grants to nonemployees for the year ended December 31, 2019 were as follows: 2019 Risk free interest rate 1.4% – 1.9% Expected dividend yield 0% Expected term 4.0 years – 10.0 years Expected volatility 70% Risk free interest rate The risk free interest rate for periods within the expected term of the awards is based on the U.S. Treasury yield curve in effect at the time of the grant. Expected dividend yield The Company has never declared or paid any cash dividends and does not expect to pay any cash dividends in the foreseeable future. Expected term For employee awards, the Company calculates the expected term using the “simplified” method, which is the simple average of the vesting period and the contractual term. The simplified method is applied as the Company does not have sufficient historical data to provide a reasonable basis for an estimate of the expected term. The Company calculates expected term for employee awards that take into account the effects of employee’s expected exercise and post-vesting employment termination behavior. For nonemployee awards the contractual term is used. Expected volatility As the Company has been privately held since inception, there is no specific historical or implied volatility information available. Accordingly, the Company estimates the expected volatility on the historical stock volatility of a group of similar companies that are publicly traded over a period equivalent to the expected term of the stock- based awards. Point estimates of expected annual equity volatility of 70% for December 31, 2020 and 2019 were selected in the guideline companies’ historical range. Exercise price The exercise price is taken directly from the grant notice issued to employees and nonemployees. The Company’s stock-based compensation expense for employee and nonemployee awards for the periods presented was as follows: 2020 2019 Employee awards $ 1,376 $ 2,021 Nonemployee awards 548 694 Total stock-based compensation expense $ 1,924 $ 2,715 The stock options granted to employees and nonemployees for the periods presented was as follows: 2020 2019 Stock options granted to employees 697,433 2,730,000 Stock options granted to nonemployees 93,000 466,721 Total stock options granted 790,433 3,196,721 The Company’s stock-based compensation expense is allocated to the following operating expense categories on the statements of operations for the years ended December 31, 2020 and 2019 as follows: 2020 2019 Research and development $ 1,290 $ 2,163 General and administrative 324 354 Sales and marketing 310 198 Total stock-based compensation expense $ 1,924 $ 2,715 No related tax benefits of the stock-based compensation expense have been recognized and no related tax benefits have been realized from the exercise of stock options due to the Company’s net operating loss carryforwards. Total unrecognized stock-based compensation expense as of December 31, 2020, was $2,912, which will be recognized over the remaining weighted average vesting period of 2.2 years. |
NET LOSS PER SHARE
NET LOSS PER SHARE | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Q S I Operations Inc | ||
NET LOSS PER SHARE | 9. NET LOSS PER SHARE Basic net loss per share is computed by dividing the net loss by the weighted-average number of shares of common stock of the Company outstanding during the period. Diluted net loss per share is computed by giving effect to all common share equivalents of the Company, including outstanding convertible preferred stock and stock options, to the extent dilutive. Basic and diluted net loss per share was the same for each period presented as the inclusion of all common share equivalents would have been anti-dilutive. The following table presents the calculation of basic and diluted net loss per share for the Company’s common stock: Three months ended March 31, 2021 2020 Numerator Net Loss $ (11,779) $ (10,314) Numerator for Basic and Dilutive Net Loss per Share - Loss attributable to Common Stockholders $ (11,779) $ (10,314) Denominator Common Stock 6,932,353 6,696,563 Denominator for Basic and Dilutive Net Loss per Share - Weighted-average Common Stock 6,932,353 6,696,563 Basic and dilutive net loss per share $ (1.70) $ (1.54) Since the Company was in a net loss position for all periods presented, the basic net loss per shares calculation excludes preferred stock as it does not participate in net losses of the Company. Additionally, net loss per share attributable to common stockholders was the same on a basic and diluted basis, as the inclusion of all potential common equivalent shares outstanding would have been anti-dilutive. Anti-dilutive common equivalent shares were as follows: Three months ended March 31, 2021 2020 Outstanding options to purchase common stock 15,409,108 9,635,470 Outstanding convertible preferred stock (Series A through E) 90,789,268 86,125,089 106,198,376 95,760,559 | 10. NET LOSS PER SHARE Basic net loss per share is computed by dividing the net loss by the weighted-average number of shares of common stock of the Company outstanding during the period. Diluted net loss per share is computed by giving effect to all potential shares of common stock of the Company, including convertible preferred stock, outstanding stock options, to the extent dilutive. Basic and diluted net loss per share was the same for each period presented as the inclusion of all potential shares of common stock of the Company outstanding would have been anti-dilutive. The following table presents the calculation of basic and diluted net loss per share for the Company’s common stock: 2020 2019 Numerator: Net Loss $ (36,613) $ (35,792) Numerator for Basic and Dilutive EPS – Loss available to common stockholders $ (36,613) $ (35,792) Denominator: Common Stock 6,715,314 6,453,890 Denominator for Basic and Dilutive EPS – Weighted-average common stock 6,715,314 6,453,890 Basic and dilutive loss per share $ (5.45) $ (5.55) Since the Company was in a net loss position for all periods presented, basic EPS calculation excludes preferred stock as it does not participate in net losses of the Company. Additionally, net loss per share attributable to common stockholders was the same on a basic and diluted basis, as the inclusion of all potential common equivalent shares outstanding would have been anti-dilutive. Anti-dilutive common equivalent shares were as follows: 2020 2019 Outstanding options to purchase common stock 9,240,930 9,893,757 Outstanding convertible preferred stock (Series A through E) 90,789,268 84,201,570 Total anti-dilutive common equivalent shares 100,030,198 94,095,327 |
INCOME TAXES
INCOME TAXES | 3 Months Ended | 7 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2020 | |
INCOME TAXES | NOTE 10. INCOME TAX The Company’s net deferred tax asset is summarized as follows as of December 31, 2020: Deferred tax asset Net operating loss carryforward $ 13,427 Organizational costs/startup expenses 41,833 Total deferred tax assets 55,260 Valuation allowance (55,260) Deferred tax asset, net of allowance $ — The income tax provision (benefit) consists of the following for the period June 10, 2020 (inception) through December 31, 2020: Federal Current $ — Deferred (55,260) State Current $ — Deferred — Change in valuation allowance 55,260 Income tax provision $ — As of December 31, 2020, the Company had $63,937 of U.S. federal and state net operating loss carryovers available to offset future taxable income. In assessing the realization of the deferred tax assets, management considers whether it is more likely than not that some portion of all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which temporary differences representing net future deductible amounts become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. After consideration of all of the information available, management believes that significant uncertainty exists with respect to future realization of the deferred tax assets and has therefore established a full valuation allowance. For the period from June 10, 2020 (inception) through December 31, 2020, the change in the valuation allowance was $55,260. A reconciliation of the federal income tax rate to the Company’s effective tax rate at December 31, 2020 is as follows: Statutory federal income tax rate 21.0 % State taxes, net of federal tax benefit 0.0 % Change in fair value of warrant liability (19.5) % Change in valuation allowance (1.5) % Income tax provision 0.0 % The Company files income tax returns in the U.S. federal jurisdiction in various state and local jurisdictions and is subject to examination by the various taxing authorities. | ||
Q S I Operations Inc | |||
INCOME TAXES | 10. INCOME TAXES Income taxes for the three months ended March 31, 2021 and 2020 are recorded at the Company’s estimated annual effective income tax rate, subject to adjustments for discrete events, should they occur. The Company’s estimated annual effective tax rate was 0.0% for the three months ended March 31, 2021 and 2020. The primary reconciling items between the federal statutory rate of 21.0% for these periods and the Company’s overall effective tax rate of 0.0% were related to the effects of deferred state income taxes, nondeductible stock-based compensation, research and development credits, and the valuation allowance recorded against the full amount of its net deferred tax assets. A valuation allowance is required when it is more likely than not that some portion or all of the Company’s deferred tax assets will not be realized. The realization of deferred tax assets depends on the generation of sufficient future taxable income during the period in which the Company’s related temporary differences become deductible. The Company has recorded a full valuation allowance against its net deferred tax assets as of March 31, 2021 and 2020 since management believes that based on the earnings history of the Company, it is more likely than not that the benefits of these assets will not be realized. | 11. INCOME TAXES On March 27, 2020, the CARES Act was enacted which included provisions related to net operating loss (“NOL”) carryovers and carrybacks. The CARES Act amended the NOL carryback rules by allowing NOLs arising in tax years beginning after December 31, 2017 and before January 1, 2021 to be carried back to each of the 5 years preceding the year of the loss to generate a refund of previously paid income taxes. In addition, the CARES Act temporarily removed the 80% limitation under which NOLs generated post‑2017 could be used to offset no more than 80% of taxable income, and allows for full use of such NOLs for tax years before January 1, 2021. The Company has evaluated the relevant provisions of the CARES Act and has determined that it does not expect to recognize any benefit related to these provisions due to its net operating losses in the current year and all prior years. Therefore, there are no income tax effects to be recognized in the financial statements for the year ended December 31, 2020. Significant components of the Company’s deferred tax assets (liabilities) are as follows: As of December 31 2020 2019 Gross deferred tax assets (liabilities): Net operating loss carryforwards $ 42,589 $ 33,333 Tax credit carryforwards 7,178 5,707 Fixed assets (161) (152) Non-deductible stock-based compensation 1,586 1,377 Other 182 176 Total Deferred tax assets $ 51,374 $ 40,441 Valuation allowance (51,374) (40,441) Net deferred tax assets (liabilities) $ — $ — The effective tax rate for the Company for the years ended December 31, 2020 and 2019 was zero percent. A reconciliation of the income tax expense at the federal statutory tax rate to the Company’s effective income tax rate follows: Years Ended December 31 2020 2019 Statutory Tax Rate 21.00 % 21.00 % State taxes, net of federal benefit 6.70 6.50 Federal research and development credit 3.00 2.00 Non-deductible stock-based compensation (0.70) (0.90) Return to provision – permanent items (0.30) — Other 0.20 0.40 Valuation allowance (29.90) (29.00) Effective Tax Rate % % The Company’s effective tax rate for December 31, 2020 differs from the federal statutory tax rate of 21% mainly due to the effect of deferred state income tax benefits resulting from state net operating loss carryforwards and the tax benefits related to research and development tax credits. These benefits to the effective tax rate are fully offset by the increase in the Company’s valuation allowance from the prior year. The Company has established a full valuation allowance against its net deferred tax asset due to the uncertainty of the Company’s ability to generate sufficient taxable income to realize the deferred tax asset, and therefore has not recognized any benefits from the net operating losses, tax credits and other deferred tax assets. The Company’s valuation allowance increased $10,933 and $10,352 for the years ended December 31, 2020 and 2019, respectively. As of December 31, 2020, the Company had the following tax net operating loss carryforwards available to reduce future federal and Connecticut taxable income, and tax credit carryforwards available to offset future federal and Connecticut income taxes: Expire Amount Through Tax net operating loss carryforwards: Federal (pre-2018 NOLs) $ 65,494 Federal (post-2017 NOLs) 92,737 — Connecticut 157,980 Tax credit carryforwards: Federal research and development 5,601 Connecticut research and development 1,969 — Connecticut other 58 Under Internal Revenue Code Section 382, if a corporation undergoes an “ownership change,” the corporation’s ability to use its pre-change net operating loss and tax credit carryforwards to offset its post-change income and tax liabilities may be limited. Generally, an ownership change occurs when certain shareholders increase their aggregated ownership by more than 50 percentage points over their lowest ownership percentage in a testing period (typically three years). The Company commenced a Section 382 analysis to determine whether an ownership change has occurred. Based on its preliminary analysis, the Company believes that it did not experience an ownership change during the period of its inception of June 24, 2013 through December 31, 2020 and its net operating loss and tax credit carryforwards as of December 31, 2020 are not subject to a Section 382 limitation. If future equity offerings or acquisitions that have an equity component of the purchase price result in an ownership change, a Section 382 limitation could be imposed. Any limitation may result in the expiration of a portion of the federal net operating loss or research and development credit carryforwards before utilization, which would reduce the Company’s gross deferred tax assets and corresponding valuation allowance. The Company has adopted the accounting guidance within ASC Topic 740 on uncertainties in income taxes. ASC Topic 740 prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. As of December 31, 2020 and 2019, the Company did not have any unrecognized tax benefits. To the extent penalties and interest would be assessed on any underpayment of income tax, the Company’s policy is that such amounts would be accrued and classified as a component of income tax expense in the financial statements. To date, the Company has not recorded any such interest or penalties. The Company’s primary income tax jurisdictions are the United States and the state of Connecticut. As a result of the Company’s net operating loss carryforwards, the Company’s federal and Connecticut statutes of limitations generally remain open for all tax years until its net operating loss and tax credit carryforwards are utilized or expire prior to utilization. The Company does not currently have any federal or Connecticut income tax examinations in progress. Additionally, as a result of legislation in the state of Connecticut, companies have the opportunity to exchange certain research and development tax credit carryforwards for a cash payment of 65% of the research and development tax credit. The research and development expenses that qualify for Connecticut credits are limited to those costs incurred within Connecticut. The Company has elected to participate in the exchange program and, as a result, has recognized net benefits of $182 and $368 for the year ended December 31, 2020 and 2019, respectively, which is included in research and development expenses in the accompanying statements of operations and comprehensive loss. As of December 31, 2020 and 2019, the Company has recorded $550 and $368 of the research and development tax credit receivables in Prepaid expenses and other current assets, respectively. |
RELATED PARTY TRANSACTIONS_2_3
RELATED PARTY TRANSACTIONS | 3 Months Ended | 7 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2020 | |
RELATED PARTY TRANSACTIONS | NOTE 5. RELATED PARTY TRANSACTIONS Founder Shares On June 10, 2020, the Company issued an aggregate of 2,875,000 shares of Class B common stock to the Sponsor (the “Founder Shares”) 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% 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 A common stock equals 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. 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 certain of the Company’s officers 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 out 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 March 31 , 2021, 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. For the three months ended March 31, 2021, the Company incurred and paid $30,000 in fees for these services. | NOTE 6. RELATED PARTY TRANSACTIONS Founder Shares On June 10, 2020, the Company issued an aggregate of 2,875,000 shares of Class B common stock to the Sponsor (the “Founder Shares”) 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% 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 A common stock equals 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. 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 certain of the Company’s officers 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 out 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 December 31, 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. For the period from June 10, 2020 (inception) through December 31, 2020, the Company incurred and paid $40,000 in fees for these services. | |
Q S I Operations Inc | |||
RELATED PARTY TRANSACTIONS | 11. RELATED PARTY TRANSACTIONS The Company utilizes and subleases office and laboratory space in a building owned by a related party. The Company paid $80 for this space for the three months ended March 31, 2021 and 2020. The Company utilizes and subleases other office and laboratory spaces from 4Catalyzer Corporation (“4C”), a company under common ownership. The Company paid $73 and $46 for these spaces for the three months ended March 31, 2021 and 2020, respectively. The Company also makes payments to 4C to prefund the acquisition of capital assets and these amounts are included in Other assets - related party on the condensed balance sheets. Such prepaid advances were $738 at March 31, 2021 and December 31, 2020. The Company was a party to an Amended and Restated Technology Services Agreement (the “ARTSA”), most recently amended on November 11, 2020, by and among 4C, the Company and other participant companies controlled by the Rothberg family. The Company entered into a First Addendum to the ARTSA on February 17, 2021 pursuant to which the Company agreed to terminate its participation under the ARTSA no later than immediately prior to the effective time of the business combination, resulting in the termination of the Company’s participation under the ARTSA on June 10, 2021. Under the ARTSA, The Company and the other participant companies agreed to share certain non-core technologies, which means any technologies, information or equipment owned or otherwise controlled by the participant company that are not specifically related to the core business area of the participant and subject to certain restrictions on use. The ARTSA also provides for 4C to perform certain services for the Company and each other participant company such as monthly administrative, management and technical consulting services to the Company which were pre-funded approximately once a quarter. The Company incurred expenses of $535 and $380 during the three months ended March 31, 2021 and 2020, respectively. The amounts advanced and due from 4C at March 31, 2021 and December 31, 2020, related to operating expenses was $0 and $13, respectively, and is included in Due from related parties on the condensed balance sheets. The ARTSA also provides for the participant companies to provide other services to each other. The Company also has transactions with other entities under common ownership, which include payments made to third parties on behalf of the Company. The amounts remaining payable at March 31, 2021 and December 31, 2020 are $13 and $28, respectively, and are included in the Due to related parties on the Company’s condensed balance sheets. In addition, the Company has transactions with these other entities under common ownership which include payments made by the Company to third parties on behalf of the other entities and the amounts remaining payable at March 31, 2021 and December 31, 2020 are in the aggregate $88 and $69, respectively, and are reflected in the Due from related parties on the Company’s condensed balance sheets. All amounts are paid or received throughout the year within 30 days after the end of each month. The Company had promissory notes with the President and Chief Operating Officer and other Company employees in amounts totaling $0 and $150 as of March 31, 2021 and December 31, 2020, respectively. | 12. RELATED PARTY TRANSACTIONS The Company utilizes and subleases office and laboratory space in a building owned by a related party. The Company paid $322 and $322 for this space in 2020 and 2019, respectively. The Company utilizes and subleases other office and laboratory spaces from 4Catalyzer Corporation (“4C”), a company under common ownership. The Company paid $155 and $224 for these spaces in 2020 and 2019, respectively. The Company also makes payments to 4C to prefund the acquisition of capital assets and these amounts are included in Other assets — related party on the balance sheet. Such prepaid advances were $738 and $844 at December 31, 2020 and 2019, respectively. The Company is a party to an Amended and Restated Technology Services Agreement (the “ARTSA”), most recently amended on November 11, 2020, by and among 4C, the Company and other participant companies controlled by the Rothberg family. Under the ARTSA, Quantum-Si and the other participant companies agreed to share certain non-core technologies, which means any technologies, information or equipment owned or otherwise controlled by the participant company that are not specifically related to the core business area of the participant and subject to certain restrictions on use. The ARTSA also provides for 4C to perform certain services for Quantum-Si and each other participant company such as monthly administrative, management and technical consulting services to the Company which are pre-funded approximately once a quarter. The Company incurred expenses of $1,516 and $2,214 during the years ended December 31, 2020 and 2019 respectively. The amounts advanced and due from 4C at December 31, 2020 and 2019, related to operating expenses was $13 and $423, respectively, and is included in Due from related parties on the balance sheets. The ARTSA also provides for the participant companies to provide other services to each other. The Company also has transactions with other entities under common ownership, which include payments made to third parties on behalf of the Company. The amounts remaining payable at December 31, 2020 and 2019 are $28 and $44, respectively, and are included in the due to related parties on the Company’s balance sheets. In addition, the Company has transactions with these other entities under common ownership which include payments made by the Company to third parties on behalf of the other entities and the amounts remaining payable at the end of each calendar year are in the aggregate $69 and $15, and are reflected in the due from related parties on the Company’s balance sheets at December 31, 2020 and 2019, respectively. All amounts are paid or received throughout the year within 30 days after the end of each month. The Company has promissory notes with the President and Chief Operating Officer and other Company employees in amounts totaling $150 and $170 as of December 31, 2020 and 2019, respectively. The promissory notes bear interest at a rate ranging between 0.65% and 2.37% per annum and have maturity dates through June 1, 2021. |
COMMITMENTS AND CONTINGENCIES_4
COMMITMENTS AND CONTINGENCIES | 3 Months Ended | 7 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2020 | |
COMMITMENTS AND CONTINGENCIES | NOTE 6. COMMITMENTS AND CONTINGENCIES Risks and Uncertainties Management continues 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 and/or search for a target company, the specific impact is not readily determinable as of the date of the financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Registration Rights Pursuant to a registration rights agreement entered into on September 3, 2020, the holders of the Founder Shares, Private Placement Units, Private Placement Shares, Private Placement Warrants and securities that may be issued upon conversion of Working Capital Loans (and any Class A common stock issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans and upon conversion of the Founder Shares) are entitled to registration rights, requiring the Company to register such securities and any other securities of the Company acquired by them prior to the consummation of a Business Combination for resale. The holders of these securities will be entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of a Business Combination. The registration rights agreement does not contain liquidating damages or other cash settlement provisions resulting from delays in registering the Company’s securities. The Company will bear the expenses incurred in connection with the filing of any such registration statements. 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. Business Combination Agreement On February 18, 2021, HighCape Capital Acquisition Corp. (“HighCape” or the “Company”), entered into a business combination agreement, by and among HighCape, Tenet Merger Sub, Inc., a wholly owned subsidiary of HighCape (“Merger Sub”), and Quantum-SI Incorporated (“Quantum-SI”) (as it may be amended, supplemented or otherwise modified from time to time, the “Business Combination Agreement”). The Business Combination Agreement provides for, among other things, the following: on the closing date of the Business Combination (the “Closing Date”), Merger Sub will merge with and into Quantum-SI at the Effective Time, with Quantum-SI as the surviving corporation in the Business Combination and, after giving effect to the Merger, Quantum-SI will be a wholly-owned subsidiary of HighCape. As a consequence of the Merger, at the Effective Time, (i) each share of Quantum-SI capital stock (other than shares of Quantum-SI Series A preferred stock) issued and outstanding as of immediately prior to the Effective Time will become the right to receive a number of shares of New Quantum-SI Class A common stock equal to the Exchange Ratio, as defined in the Business Combination Agreement, (ii) each share of Quantum-SI Series A preferred stock issued and outstanding as of immediately prior to the Effective Time will become the right to receive a number of shares of New Quantum-SI Class B common stock equal to the Exchange Ratio, (iii) each option to purchase shares of Quantum-SI common stock, whether vested or unvested, that is outstanding and unexercised as of immediately prior to the Effective Time will be assumed by New Quantum-SI and will automatically become an option (vested or unvested, as applicable) to purchase a number of shares of New Quantum-SI Class A common stock equal to the number of shares of Quantum-SI common stock subject to such option immediately prior to the Effective Time multiplied by the Exchange Ratio, and (iv) each Quantum-SI restricted stock unit outstanding immediately prior to the Effective Time will be assumed by New Quantum-SI and will automatically become a restricted stock unit with respect to a number of shares of New Quantum-SI Class A common stock. The Business Combination Agreement contains customary representations, warranties and covenants by the parties thereto and the Closing is subject to certain conditions as further described in the Business Combination Agreement. Concurrently with the execution of the Business Combination Agreement, HighCape has entered into subscription agreements, dated as of February 18, 2021 (the “PIPE Investor Subscription Agreements”), with certain institutional and accredited investors (the “PIPE Investors”), pursuant to which the PIPE Investors have agreed to subscribe for and purchase, and HighCape has agreed to issue and sell to the PIPE Investors, immediately prior to the Closing, an aggregate of 42,500,000 shares of HighCape Class A common stock at a price of $10.00 per share (the “PIPE Financing”), for aggregate gross proceeds of $425,000,000. Concurrently with the execution of the Business Combination Agreement, HighCape has entered into subscription agreements, dated as of February 18, 2021 (the “Subscription Agreements”), with certain affiliates of Foresite (the “Foresite Funds”), pursuant to which the Foresite Funds will be issued 696,250 shares of HighCape Class A common stock at a price of $0.001 per share for aggregate gross proceeds of $696.25 after a corresponding number of shares of HighCape Class B Common Stock are irrevocably forfeited by the Sponsor to HighCape for no consideration and automatically cancelled. | NOTE 7. COMMITMENTS AND CONTINGENCIES Risks and Uncertainties Management continues 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 and/or search for a target company, the specific impact is not readily determinable as of the date of the financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Registration Rights Pursuant to a registration rights agreement entered into on September 3, 2020, the holders of the Founder Shares, Private Placement Units, Private Placement Shares, Private Placement Warrants and securities that may be issued upon conversion of Working Capital Loans (and any Class A common stock issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans and upon conversion of the Founder Shares) are entitled to registration rights, requiring the Company to register such securities and any other securities of the Company acquired by them prior to the consummation of a Business Combination for resale. The holders of these securities will be entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of a Business Combination. The registration rights agreement does not contain liquidating damages or other cash settlement provisions resulting from delays in registering the Company’s securities. The Company will bear the expenses incurred in connection with the filing of any such registration statements. 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. | |
Q S I Operations Inc | |||
COMMITMENTS AND CONTINGENCIES | 12. COMMITMENTS AND CONTINGENCIES Commitments Capital leases The Company operates equipment under a capital lease-to-own agreement. The total value of the equipment acquired through capital lease arrangements was $124. Total interest expense was $1 and $2 during the three months ended March 31, 2021 and 2020, respectively. The remaining unamortized balance of the lease obligation balance of $13 is recorded in accrued expenses and other current liabilities on the condensed balance sheet at March 31, 2021. This remaining balance is due in 2021. Licenses related to certain intellectual property The Company licenses certain intellectual property, some of which may be utilized in its future product offering. To preserve the right to use such intellectual property, the Company is required to make annual minimum fixed payments totaling $220. Once the Company commercializes and begins to generate revenues, there will be royalties payable by the Company based on the current anticipated utilization. Other commitments The Company sponsors a 401(k) defined contribution plan covering all eligible U.S. employees. Contributions to the 401(k) plan are discretionary. The Company did not make any matching contributions to the 401(k) plan for the three months ended March 31, 2021 and 2020. Contingencies The Company does not have any outstanding or ongoing litigation and legal matters. The Company enters into agreements that contain indemnification provisions with other parties in the ordinary course of business, including business partners, investors, contractors, and the Company’s officers, directors and certain employees. The Company has agreed to indemnify and defend the indemnified party claims and related losses suffered or incurred by the indemnified party from actual or threatened third-party claim because of the Company’s activities or non-compliance with certain representations and warranties made by the Company. It is not possible to determine the maximum potential loss under these indemnification provisions due to the Company’s limited history of prior indemnification claims and the unique facts and circumstances involved in each particular provision. To date, losses recorded in the Company’s condensed statements of operations and comprehensive loss in connection with the indemnification provisions have not been material. On March 29, 2021, the Company entered into an agreement with a third-party service provider pursuant to which we paid them $3,800 in connection with the closing of the business combination with HighCape discussed in Note 1. | 13. COMMITMENTS AND CONTINGENCIES Commitments Capital leases: The Company operates equipment under a capital lease-to-own agreement. Total value of the equipment acquired through capital lease arrangements was $124. Total interest expense was $6 and $5 in 2020 and 2019, respectively. The remaining unamortized balance of the lease obligation balance of $28 is recorded in accrued expenses and other current liabilities on the balance sheet at December 31, 2020. This remaining balance is due in 2021. Licenses related to certain intellectual property: The Company licenses certain intellectual property, some of which may be utilized in its future product offering. To preserve the right to use such intellectual property there are annual minimum fixed payments totaling $220. Once the Company commercializes and begins to generate revenues, there will be royalties based on the current anticipated utilization. Other commitments: The Company sponsors a 401(k) defined contribution plan covering all eligible US employees. Contributions to the 401(k) plan are discretionary. The Company did not make any matching contributions to the 401(k) plan for the years ended December 31, 2020 and 2019. Contingencies The Company does not have any outstanding or ongoing litigation and legal matters. The Company enters into indemnification provisions under some agreements with other parties in the ordinary course of business, including business partners, investors, contractors, and the Company’s officers, directors and certain employees. The Company has agreed to indemnify and defend the indemnified party claims and related losses suffered or incurred by the indemnified party from actual or threatened third-party claim because of the Company’s activities or non-compliance with certain representations and warranties made by the Company. It is not possible to determine the maximum potential loss under these indemnification provisions due to the Company’s limited history of prior indemnification claims and the unique facts and circumstances involved in each particular provision. To date, losses recorded in the Company’s statements of operations and comprehensive loss in connection with the indemnification provisions have not been material. |
SUBSEQUENT EVENTS_2_3
SUBSEQUENT EVENTS | 3 Months Ended | 7 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2020 | |
SUBSEQUENT EVENTS | NOTE 10. SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were issued. Based upon this review, other than as described below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements. As described in Note 1, the Company completed the Business Combination on June 10, 2021. | NOTE 12. SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were issued. Based upon this review, other than as described below and in Note 2, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements. On February 18, 2021, HighCape Capital Acquisition Corp. (“HighCape” or the “Company”), entered into a business combination agreement, by and among HighCape, Tenet Merger Sub, Inc., a wholly owned subsidiary of HighCape (“Merger Sub”), and Quantum-SI Incorporated (“Quantum-SI”) (as it may be amended, supplemented or otherwise modified from time to time, the “Business Combination Agreement”). The Business Combination Agreement provides for, among other things, the following: on the closing date of the Business Combination (the “Closing Date”), Merger Sub will merge with and into Quantum-SI at the Effective Time, with Quantum-SI as the surviving corporation in the Business Combination and, after giving effect to the Merger, Quantum-SI will be a wholly-owned subsidiary of HighCape. As a consequence of the Merger, at the Effective Time, (i) each share of Quantum-SI capital stock (other than shares of Quantum-SI Series A preferred stock) issued and outstanding as of immediately prior to the Effective Time will become the right to receive a number of shares of New Quantum-SI Class A common stock equal to the Exchange Ratio, as defined in the Business Combination Agreement, (ii) each share of Quantum-SI Series A preferred stock issued and outstanding as of immediately prior to the Effective Time will become the right to receive a number of shares of New Quantum-SI Class B common stock equal to the Exchange Ratio, (iii) each option to purchase shares of Quantum-SI common stock, whether vested or unvested, that is outstanding and unexercised as of immediately prior to the Effective Time will be assumed by New Quantum-SI and will automatically become an option (vested or unvested, as applicable) to purchase a number of shares of New Quantum-SI Class A common stock equal to the number of shares of Quantum-SI common stock subject to such option immediately prior to the Effective Time multiplied by the Exchange Ratio, and (iv) each Quantum-SI restricted stock unit outstanding immediately prior to the Effective Time will be assumed by New Quantum-SI and will automatically become a restricted stock unit with respect to a number of shares of New Quantum-SI Class A common stock. The Business Combination Agreement contains customary representations, warranties and covenants by the parties thereto and the Closing is subject to certain conditions as further described in the Business Combination Agreement. Concurrently with the execution of the Business Combination Agreement, HighCape has entered into subscription agreements, dated as of February 18, 2021 (the “PIPE Investor Subscription Agreements”), with certain institutional and accredited investors (the “PIPE Investors”), pursuant to which the PIPE Investors have agreed to subscribe for and purchase, and HighCape has agreed to issue and sell to the PIPE Investors, immediately prior to the Closing, an aggregate of 42,500,000 shares of HighCape Class A common stock at a price of $10.00 per share (the “PIPE Financing”), for aggregate gross proceeds of $425,000,000. Concurrently with the execution of the Business Combination Agreement, HighCape has entered into subscription agreements, dated as of February 18, 2021 (the “Subscription Agreements”), with certain affiliates of Foresite (the “Foresite Funds”), pursuant to which the Foresite Funds will be issued 696,250 shares of HighCape Class A common stock at a price of $0.001 per share for aggregate gross proceeds of $696.25 after a corresponding number of shares of HighCape Class B Common Stock are irrevocably forfeited by the Sponsor to HighCape for no consideration and automatically cancelled. As described in Note 1, the Company completed the Business Combination on June 10, 2021. | |
Q S I Operations Inc | |||
SUBSEQUENT EVENTS | 13. SUBSEQUENT EVENTS The Company has evaluated the following events occurring after March 31, 2021 and through June 15, 2021, for possible adjustment to or disclosure in the financial statements, which is the date on which the financial statements were available to be issued. On April 20, 2021, the Company granted 270,000 restricted stock units and 1,550,000 stock options to select employees and consultants. The awards are subject to certain service conditions which are satisfied by providing service to the Company over a period of time as defined by the award agreement. The restricted stock units and 625,000 of the stock options were also subject to certain performance conditions which were satisfied upon the consummation of the business combination with HighCape. The achievement of the performance condition and the commencement of the related expense recognition did not occur until the event was deemed probable, which occurred once the business combination was consummated. On June 10, 2021, the Company completed a business combination with HighCape. As a result of the business combination, the Company received gross proceeds of $511.2 million. In connection with the closing of the business combination, the Company’s outstanding Convertible Preferred Stock was automatically cancelled and converted into the right to receive shares of HighCape common stock. In addition, the Company repaid the PPP loan in full with the proceeds received from the transaction. The business combination will be accounted for as a reverse recapitalization, in accordance with U.S. GAAP. Under this method of accounting, HighCape will be treated as the “acquired” company for financial reporting purposes. | 14. SUBSEQUENT EVENTS The Company has evaluated the following events occurring after December 31, 2020 and through March 1, 2021, for possible adjustment to or disclosure in the financial statements, which is the date on which the financial statements were available to be issued. On February 17, 2021, the Company entered into a merger agreement with HighCape Capital Acquisition Corporation (“HighCape”), a Special Purpose Acquisition Company. The contemplated merger with HighCape would provide all holders of common and preferred stockholder to receive common stock of the continuing public company, which will be a wholly owned subsidiary of HighCape. The proposed transaction is expected to be completed in the second quarter of 2021, subject to, among other things, the approval by HighCape’s shareholders, satisfaction of the conditions stated in the merger agreement and other customary closing conditions. There is no assurance that the transaction will be consummated. On February 17, 2021, the Company granted 2,136,000 and 213,600 restricted stock units to the Company’s Chief Executive Officer (“CEO”) and General Counsel, respectively. If the contemplated merger is consummated, then the first 25% of the awards will cliff vest on January 7, 2022, and the remaining unvested balance will vest on a quarterly basis over a three year period beginning on March 31, 2022. On February 17, 2021, the Company also granted 569,000 restricted stock units to the CEO. If the contemplated merger is consummated, then the awards will vest in full upon the CEO’s continued employment at the time of vesting and the occurrence of one of the following events within three years of the CEO’s employment start date of November 2, 2020: (i) a financing event occurs in the Company where the amount raised exceeds $50,000 and the Company’s stock price is in excess of $16.08 per share (as adjusted) or (ii) the Company is a publicly listed entity and its stock price trades at $16.08 (as adjusted) for 20 out of 30 consecutive trading days. |
EVENTS SUBSEQUENT TO THE ORIGIN
EVENTS SUBSEQUENT TO THE ORIGINAL ISSUANCE OF AUDITED FINANCIAL STATEMENTS (UNAUDITED) | 12 Months Ended |
Dec. 31, 2020 | |
Q S I Operations Inc | |
EVENTS SUBSEQUENT TO THE ORIGINAL ISSUANCE OF AUDITED FINANCIAL STATEMENTS (UNAUDITED) | 15. EVENTS SUBSEQUENT TO THE ORIGINAL ISSUANCE OF AUDITED FINANCIAL STATEMENTS (UNAUDITED) The Company has evaluated the following events that have occurred since the initial date on which the financial statements were available to be issued on March 1, 2021, for possible adjustment to or disclosure in the financial statements: On March 11, 2021, the Company granted 3,142,000 restricted stock units and 1,120,000 stock options to select directors, employees, and consultants, including a grant of 1,868,000 restricted stock units to the Chairman of the Board and significant shareholder of the Company. Vesting for the stock options and 1,024,000 of the restricted stock units are subject to certain service conditions which are satisfied by providing service to the Company over a period of time as defined by the award agreement. The awards are also subject to certain performance conditions which are satisfied upon the consummation of the planned business combination with HighCape. The achievement of the performance condition and the commencement of the related expense recognition will not occur until the event is deemed probable, which will occur once the business combination is consummated. On March 29, 2021, the Company entered into an agreement with a third party service provider pursuant to which it will pay them $3,800 contingent upon the closing of the contemplated merger with HighCape. On April 20, 2021, the Company granted 270,000 restricted units and 1,550,000 stock options to select employees and consultants. The awards are subject to certain service conditions which are satisfied by providing service to the Company over a period of time as defined by the award agreement. 150,000 of the restricted stock units and 625,000 of the stock options are also subject to certain performance conditions which are satisfied upon the consummation of the planned business combination with HighCape. The achievement of the performance condition and the commencement of the related expense recognition will not occur until the event is deemed probable, which will occur once the business combination is consummated. On June 10, 2021, the Company completed a business combination with HighCape. As a result of the business combination, the Company received gross proceeds of $511,176 million. In connection with the closing of the business combination, the Company’s outstanding Convertible Preferred Stock wasautomatically cancelled and converted into the right to receive shares of HighCape common stock. In addition,the Company repaid the PPP loan in full with the proceeds received from the transaction. The business combination will be accounted for as a reverse recapitalization, in accordance with U.S. GAAP. Under thismethod of accounting, HighCape will be treated as the “acquired”company for financial reporting purposes. |
SUMMARY OF SIGNIFICANT ACCOU_17
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 3 Months Ended | 7 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2020 | |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10‑Q and Regulation S-X of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed and consolidated or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed consolidated financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Company’s Annual Report on Form 10-K/A as filed with the SEC on May 10, 2021. The interim results for the three months ended March 31, 2021 are not necessarily indicative of the results to be expected for the year ending December 31, 2021 or for any future interim periods. | Basis of Presentation The accompanying financial statements are presented in U.S. dollars and have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the accounting and disclosure rules and regulations of the Securities and Exchange Commission (the “SEC”). | |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations 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. The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations 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. The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. | |
Use of Estimates | Use of Estimates The preparation of condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated 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. | Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting 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 | 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 in its operating account as of March 31, 2021 and December 31, 2020. | ||
Net Loss per Common Share | 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 statement of operations includes a presentation of income (loss) per share for common shares subject to possible redemption in a manner similar to the two-class method of income (loss) 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, by the weighted average number of Class A redeemable common stock outstanding since original issuance. Net loss per share, basic and diluted, for Class A and B non-redeemable common stock is calculated by dividing the net loss, adjusted for income attributable to Class A redeemable common stock, net of applicable franchise and income taxes, by the weighted average number of Class A and B non-redeemable common stock outstanding for the period. Class A and B non-redeemable common stock includes the Founder Shares as these shares do not have any redemption features and do not participate in the income earned on the Trust Account. The following table reflects the calculation of basic and diluted net income (loss) per common share (in dollars, except per share amounts): March 31, 2021 Redeemable Class A Common Stock Numerator: Earnings allocable to Redeemable Class A Common Stock Interest Income $ 1,729 Income and Franchise Tax (1,729) Net Earnings $ — Denominator: Weighted Average Redeemable Class A Common Stock Redeemable Class A Common Stock, Basic and Diluted 11,500,000 Earnings/Basic and Diluted Redeemable Class A Common Stock $ Non-Redeemable Class A and B Common Stock Numerator: Net Loss minus Redeemable Net Earnings Net Loss $ (10,405,903) Redeemable Net Earnings — Non-Redeemable Net Loss $ (10,405,903) Denominator: Weighted Average Non-Redeemable Class A and B Common Stock Non-Redeemable Class A and B Common Stock, Basic and Diluted (1) 3,280,000 Loss/Basic and Diluted Non-Redeemable Class A and B Common Stock $ (3.17) Note: As of March 31, 2021, basic and diluted shares are the same as there are no non-redeemable securities that are dilutive to the Company’s stockholders. (1) The weighted average non-redeemable common stock for the three months ended March 31, 2021 includes the effect of 405,000 Private Placement Units, which were issued in conjunction with the initial public offering on September 9, 2020. | 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 statement of operations includes a presentation of income (loss) per share for common shares subject to possible redemption in a manner similar to the two-class method of income (loss) 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, by the weighted average number of Class A redeemable common stock outstanding since original issuance. Net loss per share, basic and diluted, for Class A and B non-redeemable common stock is calculated by dividing the net loss, adjusted for income attributable to Class A redeemable common stock, net of applicable franchise and income taxes, by the weighted average number of Class A and B non-redeemable common stock outstanding for the period. Class A and B non-redeemable common stock includes the Founder Shares as these shares do not have any redemption features and do not participate in the income earned on the Trust Account. The following table reflects the calculation of basic and diluted net income (loss) per common share (in dollars, except per share amounts): For the Period From June 10, 2020 (inception) Through December 31, 2020 Redeemable Class A Common Stock Numerator: Earnings allocable to Redeemable Class A Common Stock Interest Income $ 2,152 Income and Franchise Tax (2,152) Net Earnings $ — Denominator: Weighted Average Redeemable Class A Common Stock Redeemable Class A Common Stock, Basic and Diluted 11,500,000 Earnings/Basic and Diluted Redeemable Class A Common Stock $ 0.00 Non-Redeemable Class A and B Common Stock Numerator: Net Loss minus Redeemable Net Earnings Net Loss $ (3,586,390) Redeemable Net Earnings — Non-Redeemable Net Loss $ (3,589,390) Denominator: Weighted Average Non-Redeemable Class A and B Common Stock Non-Redeemable Class A and B Common Stock, Basic and Diluted (1) 3,100,220 Loss/Basic and Diluted Non-Redeemable Class A and B Common Stock $ (1.16) Note: (1) The weighted average non-redeemable common stock for the year ended December 31, 2020 includes the effect of 405,000 Private Placement Units, which were issued in conjunction with the initial public offering on September 9, 2020. | |
Income Taxes | 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. 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 March 31, 2021 . The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. | 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. 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 December 31, 2020. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. | |
Recent Accounting Pronouncements | Recent Accounting Standards Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s unaudited condensed consolidated financial statements. | Recent Accounting Standards Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements. | |
Q S I Operations Inc | |||
Basis of Presentation | Basis of Presentation The accompanying condensed financial statements include the accounts of the Company and have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the accounting disclosure rules and regulations of the Securities and Exchange Commission (the “SEC”) regarding interim financial reporting. Certain information and note disclosures normally included in the financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to such rules and regulations. These condensed financial statements should be read in conjunction with the financial statements and notes included in the Company’s audited financial statements as of and for the years ended December 31, 2020 and 2019.The condensed balance sheet as of December 31, 2020 included herein was derived from the audited financial statements as of that date, but does not include all disclosures, including certain notes required by U.S. GAAP, on an annual reporting basis. In the opinion of management, the accompanying condensed financial statements reflect all normal recurring adjustments necessary to present fairly the financial position, results of operations, and cash flows for the interim periods. The results for the three months ended March 31, 2021 are not necessarily indicative of the results to be expected for any subsequent quarter, the year ending December 31, 2021, or any other period. Except as described elsewhere in this Note 2 under the heading “Recent Accounting Pronouncements”, there have been no material changes to the Company’s significant accounting policies as described in the audited financial statements as of December 31, 2020 and 2019. | Basis of Presentation The accompanying financial statements include the accounts of the Company and have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the accounting disclosure rules and regulations of the Securities and Exchange Commission (the “SEC”). | |
COVID-19 Outbreak | COVID‑19 Outbreak The recent outbreak of the novel coronavirus (“COVID‑19”), which was declared a pandemic by the World Health Organization on March 11, 2020 and declared a National Emergency by the President of the United States on March 13, 2020, has led to adverse impacts on the U.S. and global economies and created uncertainty regarding potential impacts on the Company’s operating results, financial condition and cash flows. The COVID‑19 pandemic had, and is expected to continue to have, an adverse impact on the Company’s operations, particularly as a result of preventive and precautionary measures that the Company, other businesses, and governments are taking. Governmental mandates related to COVID‑19 or other infectious diseases, or public health crises, have impacted, and the Company expects them to continue to impact, its personnel and personnel at third-party manufacturing facilities in the United States and other countries, and the availability or cost of materials, which would disrupt or delay the Company’s receipt of instruments, components and supplies from the third parties the Company relies on to, among other things, produce its products currently under development. The COVID‑19 pandemic has also had an adverse effect on the Company’s ability to attract, recruit, interview and hire at the pace the Company would typically expect to support its rapidly expanding operations. To the extent that any governmental authority imposes additional regulatory requirements or changes existing laws, regulations, and policies that apply to the Company’s business and operations, such as additional workplace safety measures, the Company’s product development plans may be delayed, and the Company may incur further costs in bringing its business and operations into compliance with changing or new laws, regulations, and policies. The full extent to which the COVID‑19 pandemic will directly or indirectly impact the Company’s business, results of operations and financial condition, including expenses and research and development costs, will depend on future developments that are highly uncertain, including as a result of new information that may emerge concerning COVID‑19 and the actions taken to contain or treat COVID‑19, as well as the economic impacts. The estimates of the impact on the Company’s business may change based on new information that may emerge concerning COVID‑19 and the actions to contain it or treat its impact and the economic impact on local, regional, national and international markets. While the Company is unable to predict the full impact that the COVID‑19 pandemic will have on the Company’s future results of operations, liquidity and financial condition due to numerous uncertainties, including the duration of the pandemic, and the actions that may be taken by government authorities across the U.S., it is not expected to result in any significant changes in costs going forward. The Company has not incurred any significant impairment losses in the carrying values of the Company’s assets as a result of the COVID‑19 pandemic and is not aware of any specific related event or circumstance that would require the Company to revise its estimates reflected in its financial statements. | COVID‑19 Outbreak The recent outbreak of the novel coronavirus (“COVID‑19”), which was declared a pandemic by the World Health Organization on March 11, 2020 and declared a National Emergency by the President of the United States on March 13, 2020, has led to adverse impacts on the U.S. and global economies and created uncertainty regarding potential impacts on the Company’s operating results, financial condition and cashflows. The COVID‑19 pandemic had, and is expected to continue to have, an adverse impact on our operations, particularly as a result of preventive and precautionary measures that we, other businesses, and governments are taking. Governmental mandates related to COVID‑19 or other infectious diseases, or public health crises, have impacted, and we expect them to continue to impact, our personnel and personnel at third-party manufacturing facilities in the United States and other countries, and the availability or cost of materials, which would disrupt or delay our receipt of instruments, components and supplies from the third parties we rely on to, among other things, produce our products. The COVID‑19 pandemic has also had an adverse effect on our ability to attract, recruit, interview and hire at the pace we would typically expect to support our rapidly expanding operations. To the extent that any governmental authority imposes additional regulatory requirements or changes existing laws, regulations, and policies that apply to the Company’s business and operations, such as additional workplace safety measures, the Company’s product development plans may be delayed, and the Company may incur further costs in bringing its business and operations into compliance with changing or new laws, regulations, and policies. The full extent to which the COVID‑19 pandemic will directly or indirectly impact the Company’s business, results of operations and financial condition, including expenses and research and development costs, will depend on future developments that are highly uncertain, including as a result of new information that may emerge concerning COVID‑19 and the actions taken to contain or treat COVID‑19, as well as the economic impacts. The estimates of the impact on the Company’s business may change based on new information that may emerge concerning COVID‑19 and the actions to contain it or treat its impact and the economic impact on local, regional, national and international markets. While we are unable to predict the full impact that the COVID‑19 pandemic will have on our future results of operations, liquidity and financial condition due to numerous uncertainties, including the duration of the pandemic, and the actions that may be taken by government authorities across the US, it is not expected to result in any significant changes in costs going forward. The Company has not incurred any significant impairment losses in the carrying values of our assets as a result of the COVID‑19 pandemic and is not aware of any specific related event or circumstance that would require us to revise our estimates reflected in our financial statements. | |
Liquidity and Going Concern | Liquidity and Going Concern Since its inception, the Company has generated no revenue and has funded its operations primarily with proceeds from the issuance of capital to private investors. As a result, the Company has incurred a significant cash burn and recurring net losses since its inception, which includes a net loss of $11,779 and $10,314 for the three months ended March 31, 2021 and 2020, respectively, and an accumulated deficit of $184,022 and $172,243, as of March 31, 2021 and December 31, 2020, respectively. The Company expects to continue to incur a significant cash burn and recurring net losses for the foreseeable future until such time that the Company can successfully commercialize its products that are currently under development. However, the Company can provide no assurance that such products will be successfully developed and commercialized in the future. Given the closing of the business combination with HighCape on June 10, 2021, as described in Note 1, the Company received gross proceeds of $511,176 million (see Note 13) and as a result, the Company will be able to sustain its operations and meet its obligations as they become due over the next twelve months. | Liquidity and Going Concern Since its inception, the Company has generated no revenue and has funded its operations primarily with proceeds from the issuance of capital to private investors. As a result, the Company has incurred a significant cash burn and recurring net losses since its inception, which includes a net loss of $36,613 and $35,792 for the years ended December 31, 2020 and 2019, respectively, and an accumulated deficit of $172,243 and $135,630, as of December 31, 2020 and 2019, respectively. The Company expects to continue to incur a significant cash burn and recurring net losses for the foreseeable future until such time that the Company can successfully commercialize its products that are currently under development. However, the Company can provide no assurance that such products will be successfully developed and commercialized in the future. Management anticipates the Company will be able to raise additional capital needed to sustain the Company’s operations and meet its obligations as they become due over the next twelve months upon consummation of the proposed merger with HighCape (See Note 14). However, the Company can provide no assurance the proposed merger will be successfully consummated, or that enough capital will be received to fund the Company’s operations over the next twelve months. If the proposed merger is not successfully consummated or enough capital received, the Company will have to seek other sources of capital, or pursue other strategic alternatives, which could include, among other things, a significant reduction in the Company’s current cost structure, a significant reduction in the Company’s product development strategy, a sale of the Company, or a filing of insolvency or cessation of the Company’s operations. Management believes these uncertainties raise substantial doubt about the Company’s ability to continue as a going concern. The accompanying financial statements have been prepared on the basis that the Company will continue to operate as a going-concern, which contemplates that the Company will be able to realize assets and settle liabilities and commitments in the normal course of business for the foreseeable future. Accordingly, the accompanying financial statements do not include any adjustments that may result from the outcome of these uncertainties. | |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk consist principally of cash and cash equivalents. At March 31, 2021 and December 31, 2020, substantially all the Company’s cash and cash equivalents were invested in money market accounts at one financial institution. The Company also maintains balances in various operating accounts above federally insured limits. The Company has not experienced any losses on such accounts and does not believe it is exposed to any significant credit risk on cash and cash equivalents. | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk consist principally of cash and cash equivalents. At December 31, 2020 and 2019, substantially all the Company’s cash and cash equivalents were invested in money market accounts at one financial institution. The Company also maintains balances in various operating accounts above federally insured limits. The Company has not experienced any losses on such accounts and does not believe it is exposed to any significant credit risk on cash and cash equivalents. | |
Use of Estimates | Use of Estimates The preparation of the condensed financial statements in conformity with U.S. GAAP requires the Company to make estimates and assumptions about future events that affect the amounts reported in its condensed financial statements and accompanying notes. Future events and their effects cannot be determined with certainty. On an ongoing basis, management evaluates these estimates and assumptions. Significant estimates and assumptions included: · valuation allowances with respect to deferred tax assets; and · assumptions underlying the fair value used in the calculation of the stock-based compensation. The Company bases these estimates on historical and anticipated results and trends and on various other assumptions that the Company believes are reasonable under the circumstances, including assumptions as to future events. Changes in estimates are recorded in the period in which they become known. Actual results could differ from those estimates, and any such differences may be material to the Company’s condensed financial statements. | Use of Estimates The preparation of the financial statements in conformity with U.S. GAAP requires the Company to make estimates and assumptions about future events that affect the amounts reported in its financial statements and accompanying notes. Future events and their effects cannot be determined with certainty. On an ongoing basis, management evaluates these estimates and assumptions. Significant estimates and assumptions included: · valuation allowances with respect to deferred tax assets; and · assumptions underlying the fair value used in the calculation of the stock-based compensation. The Company bases these estimates on historical and anticipated results and trends and on various other assumptions that the Company believes are reasonable under the circumstances, including assumptions as to future events. Changes in estimates are recorded in the period in which they become known. Actual results could differ from those estimates, and any such differences may be material to the Company’s financial statements. | |
Cash and Cash Equivalents | Cash and Cash Equivalents All highly liquid investments purchased with a maturity of three months or less are cash equivalents. At December 31, 2020 and 2019, cash and cash equivalents consist principally of cash and money market accounts. | ||
Prepaid Expenses and Other Current Assets | Prepaid Expenses and Other Current Assets Prepaid expenses and other current assets include amounts paid in advance for operating expenses as well as monies to be received from the State of Connecticut for research and development tax credits. These research and development tax credits are exchanged for a cash refund and are typically collected within one year from the date the tax return is filed with the state. The credits are recognized as an offset to research and development expenses in the statement of operations and comprehensive loss in the annual period the corresponding expenses were incurred. | ||
Property and Equipment, net | Property and Equipment, net Property and equipment are stated at cost less accumulated depreciation and amortization. Depreciation expense is computed using the straight-line method over the estimated useful lives of the related assets. Useful lives of property and equipment are as follows: Property and equipment Estimated useful life Computer equipment 5 years Laboratory equipment 5 years Furnitures and fixtures 7 years Software 3 years Expenditures for major renewals and improvements are capitalized. Expenditures for repairs and maintenance are expensed as incurred. When assets are retired or otherwise disposed of, the cost of these assets and related accumulated depreciation is eliminated from the balance sheet, and any resulting gains or losses are included in the statements of operations and comprehensive loss in the period of disposal. | ||
Leases | Leases Leases are evaluated and classified as operating leases or capital leases for financial reporting purposes. Leases that meet one or more of the capital lease criteria under this guidance are recorded as capital leases. All other leases are recorded as operating leases. The Company records each capital lease as an asset and an obligation at an amount that is equal to the present value of the minimum lease payments over the lease term. The Company’s operating leases are short term in nature as they have month to month rental terms. The Company expenses monthly rental payments as incurred in general and administrative expenses in the statement of operations and comprehensive loss. | ||
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets The Company reviews its long-lived assets for impairment at least annually or when the Company determines a triggering event has occurred. When a triggering event has occurred, each impairment test is based on a comparison of the future expected undiscounted cash flow to the recorded value of the asset. If the recorded value of the asset is less than the undiscounted cash flow, the asset is written down to its estimated fair value. No impairments were recorded for the three months ended March 31, 2021 and 2020. | Impairment of Long-Lived Assets The Company reviews its long-lived assets for impairment at least annually or when the Company determines a triggering event has occurred. When a triggering event has occurred, each impairment test is based on a comparison of the future expected undiscounted cash flow to the recorded value of the asset. If the recorded value of the asset is less than the undiscounted cash flow, the asset is written down to its estimated fair value. No impairments were recorded for the years ended December 31, 2020 and 2019. | |
Capitalized Software Development Costs | Capitalized Software Development Costs The Company has considered costs of software to be sold, leased, or marketed. For the years ended December 31, 2020 and 2019, the Company had not yet achieved technical feasibility and therefore, all costs were expensed in research and development. With respect to costs of software developed for internal use, the Company determined that all costs for the periods ending December 31, 2020 and 2019 were in the preliminary project stage and not eligible for capitalization and therefore expensed as incurred in research and development. | ||
Research and Development | Research and Development Research and development expenses primarily consist of personnel costs and benefits including stock- based compensation, facilities-related expenses, consulting and professional fees, fabrication services, software and other outsourcing expenses. Substantially all of the Company’s research and development expenses are related to developing new products and services. Research and development expenses are expensed as incurred. | ||
General and Administrative | General and Administrative General and administrative expenses primarily consist of personnel costs and benefits including stock- based compensation, patent and filing fees, facilities costs, office expenses and outside services. Outside services consist of professional services, legal and other professional fees. | ||
Sales and Marketing | Sales and Marketing Sales and marketing costs primarily consist of personnel costs and benefits including stock-based compensation, advertising, promotional, as well as conferences, meetings and other events. Advertising costs are expensed as incurred. For the years ended December 31, 2020 and 2019, advertising expenses were $87 and $15, respectively. | ||
Net Loss per Common Share | Net Loss per Common Share Basic net loss per common share is calculated by dividing the net loss by the weighted average number of common shares outstanding during the period, without consideration of potentially dilutive securities. Diluted net loss per common share is computed by dividing the net loss attributable to common stockholders by the weighted average number of common shares plus the common equivalent shares of the period, including any dilutive effect from such shares. The Company’s diluted net loss per common share is the same as basic net loss per common share for all periods presented, since the effect of potentially dilutive securities is anti-dilutive. Refer to Note 10, “Net Loss Per Share” for further discussion. | ||
Convertible Preferred Stock | Convertible Preferred Stock The Company has applied the guidance in ASC Topic 480‑10‑S99‑3A, SEC Staff Announcement: Classification and Measurement of Redeemable Securities, and has therefore classified the Series A, Series B, Series C, Series D, and Series E Convertible Preferred Stock (“Convertible Preferred Stock”) (see Note 7) as mezzanine equity. The Convertible Preferred Stock was recorded outside of stockholders’ deficit because the Convertible Preferred Stock includes a redemption provision upon a change of control, which is deemed a liquidation event that is considered outside the Company’s control. The Convertible Preferred Stock have been recorded at their original issue price, net of issuance costs. The Company did not adjust the carrying values of the Convertible Preferred Stock to the liquidation price associated with a change of control because a change of control of the Company was not considered probable at either of the reporting dates (see Note 13). Subsequent adjustments to increase or decrease the carrying values to their respective liquidation prices will be made only when it becomes probable that such a change of control will occur. | ||
Stock-Based Compensation | Stock-Based Compensation The measurement of share-based compensation expense for all stock-based payment awards, including stock options granted to employees, directors, and nonemployees, is based on the estimated fair value of the awards on the date of grant. Prior to adoption of Accounting Standards Update (“ASU”) 2018‑07, Compensation — Stock Compensation (Topic 718) on January 1, 2020, stock options granted to nonemployees were accounted for based on their fair value on the measurement date. Stock options granted to nonemployees are subject to periodic revaluation over their vesting terms. As a result, the charge to statements of operations and comprehensive loss for nonemployee options with vesting requirements is affected in each reporting period by a change in the fair value of the option calculated under the Black-Scholes option pricing model. The Company recognizes stock-based compensation expense for stock option grants with only service conditions on a straight-line basis over the requisite service period of the individual grants, which is generally the vesting period, based on the estimated grant date fair values. The Company recognizes stock-based compensation expense for stock option grants subject to non-financing event performance conditions on an accelerated basis as though each separately vesting portion of the award was, in substance, a separate award. Generally, stock options fully vest four years from the grant date and have a term of 10 years. On January 1, 2020, the Company adopted ASU 2018‑07. ASU 2018‑07 aligns the accounting for share-based payment awards issued to employees and nonemployees. Under this new guidance, the existing employee guidance will now apply to nonemployee share-based transactions. This guidance was applied to all new awards granted after the date of adoption, and adoption did not have a material impact on our financial statements or related disclosures. For nonemployee awards that had been issued prior to adoption of ASU 2018‑07 and remained outstanding subsequent to adoption, the Company utilized the adoption date fair value of the nonemployee awards as a substitute for grant date fair value for future compensation expense recognition as permitted under the transition guidance. The Company recognizes the effect of forfeiture in compensation costs based on actual forfeitures when they occur. The fair value of the shares of common stock underlying stock options has historically been determined by the Board of Directors (the “Board”), with input from management and contemporaneous third-party valuations, as there was no public market for the common stock. Given the absence of a public trading market for the Company’s common stock, and in accordance with the American Institute of Certified Public Accountants Practice Aid, Valuation of Privately Held Company Equity Securities Issued as Compensation , the Board exercised reasonable judgment and considered numerous objective and subjective factors to determine the best estimate of the fair value of the Company’s common stock at each option grant date. In valuing the Company’s common stock for 2020 and 2019, the Board determined the value using the market approach-subject company transaction method. Under this method, the Company “solved for” the total equity value which allocates a probability-weighted present value to the Series E convertible preferred stockholders consistent with the investment amount of the financing round that was known at the respective valuation date. Application of this approach involves the use of estimates, judgment and assumptions that are highly complex and subjective, such as market multiples, the selection of comparable companies and the probability of possible future events. Changes in any or all these estimates and assumptions or the relationships among those assumptions could have a material impact on the valuation of the Company’s common stock as of each valuation date. | ||
Income Taxes | Income Taxes The Company utilizes the asset and liability method of accounting for income taxes, as set forth in ASC Topic 740, Income Taxes . Under this method, deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the carrying amounts and the tax basis of assets and liabilities using the enacted statutory tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. A valuation allowance is established against net deferred tax assets if, based on the weight of available evidence, it is more likely than not that some or all of the net deferred tax assets will not be realized. The Company accounts for uncertainty in income taxes recognized in the financial statements by applying a two-step process to determine the amount of tax benefit to be recognized. First, the tax position must be evaluated to determine the likelihood that it will be sustained upon external examination by the taxing authorities. If the tax position is deemed more-likely-than-not to be sustained, the tax position is then assessed to determine the amount of benefit to recognize in the financial statements. The amount of the benefit that may be recognized is the largest amount that has a greater than 50% likelihood of being realized upon ultimate settlement. The provision for income taxes includes the effects of any resulting tax reserves, or unrecognized tax benefits, that are considered appropriate as well as the related net interest and penalties. As of December 31, 2020 and 2019, the Company had no uncertain tax positions. | ||
Recent Accounting Pronouncements | Recent Accounting Pronouncements Accounting pronouncements issued but not yet adopted In February 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016‑02, Leases (Topic 842), which outlines a comprehensive lease accounting model and supersedes the current lease guidance. The new guidance requires lessees to recognize almost all their leases on the balance sheet by recording a lease liability and corresponding right-of-use assets. It also changes the definition of a lease and expands the disclosure requirements of lease arrangements. As per the latest ASU 2020‑05 issued by FASB, entities who have not yet issued or made available for issuance the financial statements as of June 3, 2020 can defer the new guidance for one year. For public entities, this guidance is effective for annual reporting periods beginning January 1, 2020, including interim periods within that annual reporting period. For the Company, this guidance is effective for annual reporting periods beginning January 1, 2022, and interim reporting periods within annual reporting periods beginning January 1, 2023. The Company is in the process of evaluating the impact that the adoption of this pronouncement will have on its financial statements. In August 2019, the FASB issued ASU 2019‑15, Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement that Is a Service Contract , which aligns the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software (and hosting arrangements that include an internal-use software license). For the Company, this guidance is effective for annual reporting periods beginning January 1, 2021 and interim periods beginning January 1, 2022. The Company is currently evaluating the impact that the adoption of this pronouncement will have on its financial statements. In December 2019, the FASB issued ASU 2019‑12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes . ASU 2019‑12 is intended to simplify various aspects related to accounting for income taxes. For public entities, this guidance is effective for annual reporting periods beginning January 1, 2021, including interim periods within that annual reporting period. For the Company, this guidance is effective for annual reporting periods beginning January 1, 2022 and interim reporting periods within annual reporting periods beginning January 1, 2023. The Company is currently evaluating the impact that the adoption of this pronouncement will have on its financial statements. In August 2020, the FASB issued ASU 2020‑06, Debt-Debt with Conversion and Other Options (Subtopic 470‑20) and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic 815‑40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity , which simplifies the accounting for convertible instruments by removing the separation models for convertible debt with a cash conversion feature and convertible instruments with a beneficial conversion feature. These changes will reduce reported interest expense and increase reported net income for entities that have issued a convertible instrument that was bifurcated according to previously existing rules. ASU 2020‑06 also requires the application of the if-converted method for calculating diluted earnings per share and the treasury stock method will be no longer available. For public entities, this guidance is effective for annual reporting periods beginning January 1, 2022, including interim periods within that annual reporting period. For the Company, this guidance is effective for annual reporting periods beginning January 1, 2024, and interim reporting periods within annual reporting periods beginning January 1, 2024, with early adoption permitted. The Company is currently evaluating the impact that the adoption of ASU 2020‑06 will have on its financial statements. | Recent Accounting Pronouncements Accounting pronouncements adopted In June 2018, the Financial Accounting Standards Board (“FASB”) issued ASU 2018‑07, Compensation — Stock Compensation (Topic 718) . The amendments in this update expand the scope of Topic 718 (“ASC 718”) to include share-based payments to nonemployees. An entity is required to apply the requirements of ASC 718 to nonemployee awards except for specific guidance related to option pricing models and the attribution of cost. The Company adopted such guidance on January 1, 2020 and there was no material effect of adoption on the financial statements. In May 2014, the FASB issued ASU No. 2014‑09, Revenue from Contracts with Customers (Topic 606) , which amends the existing accounting standards for revenue recognition. The FASB has issued several updates to the standard which: (i) clarify the application of the principal versus agent guidance, (ii) clarify the guidance relating to performance obligations and licensing, (iii) clarify the assessment of the collectability criterion, presentation of sales taxes, measurement date for non-cash consideration and completed contracts and (iv) clarify the narrow aspects of Topic 606 or correct unintended application of the guidance (collectively, “ASC 606”). ASC 606 is based on principles that govern the recognition of revenue at an amount to which an entity expects to be entitled when products and/or services are transferred to customers. The new revenue standard may be applied via the full retrospective method to each prior period presented or via the modified retrospective method with the cumulative effect recognized as of the date of adoption. The Company adopted ASU 2014‑09 as of January 1, 2019. The Company has had no revenue and the adoption of this pronouncement had no impact on the Company’s financial statements. Accounting pronouncements issued but not yet adopted In February 2016, the FASB issued ASU 2016‑02, Leases (Topic 842) which outlines a comprehensive lease accounting model and supersedes the current lease guidance. The new guidance requires lessees to recognize almost all their leases on the balance sheet by recording a lease liability and corresponding right-of- use assets. It also changes the definition of a lease and expands the disclosure requirements of lease arrangements. As per the latest ASU 2020‑05 issued by FASB, the entities who have not yet issued or made available for issuance the financial statements as of June 3, 2020 can defer the new guidance for one year. For public entities, this guidance is effective for annual reporting periods beginning January 1, 2020, including interim periods within that annual reporting period. For the Company, this guidance is effective for annual reporting periods beginning January 1, 2022, and interim reporting periods within annual reporting periods beginning January 1, 2023. The Company is in the process of evaluating the impact that the adoption of this pronouncement will have on the Company’s financial statements and disclosures. In August 2019, the FASB issued ASU 2019‑15, Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement that Is a Service Contract , which aligns the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software (and hosting arrangements that include an internal-use software license). For the Company, this guidance is effective for annual reporting periods beginning January 1, 2021 and interim periods beginning January 1, 2022. The Company is currently evaluating the impact that the adoption of this pronouncement will have on the Company’s financial statements and disclosures. In December 2019, the FASB issued ASU 2019‑12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes . The ASU is intended to simplify various aspects related to accounting for income taxes. For public entities, this guidance is effective for annual reporting periods beginning January 1, 2021, including interim periods within that annual reporting period. For the Company, this guidance is effective for annual reporting periods beginning January 1, 2022 and interim reporting period within annual reporting period beginning January 1, 2023. The Company is currently evaluating the impact that the adoption of this pronouncement will have on the Company’s financial statements. In August 2020, the FASB issued ASU 2020‑06, Debt-Debt with Conversion and Other Options (Subtopic 470‑20) and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic 815‑40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity , which simplifies the accounting for convertible instruments by removing the separation models for convertible debt with a cash conversion feature and convertible instruments with a beneficial conversion feature. These changes will reduce reported interest expense and increase reported net income for entities that have issued a convertible instrument that was bifurcated according to previously existing rules. ASU 2020‑06 also requires the application of the if-converted method for calculating diluted earnings per share and the treasury stock method will be no longer available. For public entities, this guidance is effective for annual reporting periods beginning January 1, 2022, including interim periods within that annual reporting period. For the Company, this guidance is effective for annual reporting periods beginning January 1, 2024, and interim reporting periods within annual reporting periods beginning January 1, 2024, with early adoption permitted. The Company is currently evaluating the impact that the adoption of ASU 2020‑06 will have on its financial statements. |
SUMMARY OF SIGNIFICANT ACCOU_18
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Q S I Operations Inc | |
Schedule of useful lives of property and equipment | Property and equipment Estimated useful life Computer equipment 5 years Laboratory equipment 5 years Furnitures and fixtures 7 years Software 3 years |
PROPERTY AND EQUIPMENT, NET (Ta
PROPERTY AND EQUIPMENT, NET (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Q S I Operations Inc | ||
Schedule of property and equipment, net | March 31, December 31, 2021 2020 Laboratory equipment $ 4,440 $ 4,245 Computer equipment 772 765 Software 144 136 Furniture and fixtures 46 47 Construction in process 382 35 5,784 5,228 Less: Accumulated Depreciation (3,445) (3,232) Property and equipment, net $ 2,339 $ 1,996 | Property and equipment, net, are recorded at historical cost and consist of the following at December 31: 2020 2019 Laboratory equipment $ 4,245 $ 3,983 Computer equipment 765 737 Software 136 116 Furniture and fixtures 47 47 Construction in process 35 9 5,228 4,892 Less: Accumulated depreciation and amortization (3,232) (2,341) Property and equipment, net $ 1,996 $ 2,551 |
ACCRUED EXPENSES AND OTHER CU_2
ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Q S I Operations Inc | ||
Schedule of accrued expenses and other current liabilities | March 31, December 31, 2021 2020 Salary and bonus $ 587 $ 511 Contracted service 1,276 399 Legal fees 1,019 447 Other 39 68 Total accrued expenses and other current liabilities $ 2,921 $ 1,425 | Accrued expenses and other current liabilities consist of the following at December 31: 2020 2019 Salary and bonus $ 511 $ 110 Contracted services 399 374 Legal fees 447 467 Other 68 63 Total accrued expenses and other current liabilities $ 1,425 $ 1,014 |
CONVERTIBLE PREFERRED STOCK (Ta
CONVERTIBLE PREFERRED STOCK (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Q S I Operations Inc | ||
Summary of authorized, issued and outstanding Convertible Preferred Stock | March 31, 2021 Total Year of Issuance Shares Proceeds or Initial Liquidation Class Price per Shares Issued and Exchange Issuance Net Carrying Price per Class Issuance share Authorized Outstanding Value Costs Value share Series A 2013 $ 0.04 25,000,000 25,000,000 $ 1,000 $ — $ 1,000 $ 0.80 Series B 2015 0.80 31,250,000 31,250,000 25,000 — 25,000 0.80 Series C 2015-2016 4.61 8,164,323 8,164,323 37,638 328 37,310 4.61 Series D 2017 4.71 12,738,853 12,738,853 60,000 414 59,586 4.71 Series E 2018 - 2020 5.36 14,925,373 13,636,092 73,089 175 72,914 5.36 92,078,549 90,789,268 December 31, 2020 Total Year of Issuance Shares Proceeds or Initial Liquidation Class Price per Shares Issued and Exchange Issuance Net Carrying Price per Class Issuance share Authorized Outstanding Value Costs Value share Series A 2013 $ 0.04 25,000,000 25,000,000 $ 1,000 $ — $ 1,000 $ 0.80 Series B 2015 0.80 31,250,000 31,250,000 25,000 — 25,000 0.80 Series C 2015-2016 4.61 8,164,323 8,164,323 37,638 328 37,310 4.61 Series D 2017 4.71 12,738,853 12,738,853 60,000 414 59,586 4.71 Series E 2018 - 2020 5.36 14,925,373 13,636,092 73,089 171 72,918 5.36 92,078,549 90,789,268 | The following table summarizes the authorized, issued and outstanding Convertible Preferred Stock of the Company as of December 31, 2020 (in thousands, except share and per share information): Initial Shares Issued Total Proceeds Liquidation Year of Issuance Price Shares and or Exchange Issuance Net Carrying Price Class Issuance per share Authorized Outstanding Value Costs Value per share Series A 2013 $0.04 25,000,000 25,000,000 $ 1,000 $ — $ 1,000 $0.80 Series B 2015 0.80 31,250,000 31,250,000 25,000 — 25,000 0.80 Series C 2015 – 2016 4.61 8,164,323 8,164,323 37,638 328 37,310 4.61 Series D 2017 4.71 12,738,853 12,738,853 60,000 414 59,586 4.71 Series E 2018 – 2020 5.36 14,925,373 13,636,092 73,089 171 72,918 5.36 92,078,549 90,789,268 The following table summarizes the authorized, issued and outstanding Convertible Preferred Stock of the Company as of December 31, 2019 (in thousands, except for share and per share information): Initial Shares Issued Total Proceeds Liquidation Year of Issuance Price Shares and or Exchange Issuance Net Carrying Price Class Issuance per share Authorized Outstanding Value Costs Value per share Series A 2013 $0.04 25,000,000 25,000,000 $ 1,000 $ — $ 1,000 $0.80 Series B 2015 0.80 31,250,000 31,250,000 25,000 — 25,000 0.80 Series C 2015 – 2016 4.61 8,164,323 8,164,323 37,638 328 37,310 4.61 Series D 2017 4.71 12,738,853 12,738,853 60,000 414 59,586 4.71 Series E 2018 – 2019 5.36 7,233,604 7,048,394 37,779 120 37,659 5.36 84,386,780 84,201,570 |
EQUITY INCENTIVE PLAN (Tables)
EQUITY INCENTIVE PLAN (Tables) - Q S I Operations Inc | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Summary of the stock option activity | Weighted Weighted Average Number of Average Exercise Remaining Aggregate Options Price Contractual Term Intrinsic Value Outstanding at December 31, 2020 9,240,930 $ 1.89 6.77 $ 4,094 Granted 1,286,250 6.80 Exercised (728,824) 1.37 Forfeited — — Outstanding at March 31, 2021 9,798,356 $ 2.57 7.16 $ 41,406 Options exercisable at March 31, 2021 6,496,490 $ 1.82 6.25 $ 32,326 Vested and expected to vest at March 31, 2021 9,516,206 $ 2.53 7.11 $ 40,630 | Weighted Weighted Average Average Aggregate Number of Exercise Remaining Intrinsic Options Price Contractual Term Value Outstanding at January 1,2019 77,81,967 $1.61 7.88 $ 7,851 Granted 31,96,721 2.41 Exercised (2,70,997) 0.43 Forfeited (8,13,934) 1.92 Outstanding at December 31, 2019 98,93,757 $1.88 7.72 5,280 Granted 7,90,433 2.31 Exercised (1,44,055) 0.44 Forfeited (12,99,205) 2.19 Outstanding at December 31, 2020 92,40,930 $1.89 6.77 4,094 Options exercisable at December 31, 2019 58,10,260 $1.59 6.76 4,788 Options exercisable at December 31, 2020 69,54,472 $1.76 6.20 3,945 Vested and expected to vest at December 31, 2019 96,57,854 $1.87 7.75 5,251 Vested and expected to vest at December 31, 2020 90,45,548 $1.88 6.73 4,082 |
Schedule of assumptions used to value option grants to employees and nonemployees for year ended 2020 and employees for year ended 2019 | The assumptions used to value option grants to employees and nonemployees for the year ended December 31, 2020 and employees for the year ended December 31, 2019 were as follows: 2020 2019 Risk free interest rate 0.3% – 0.6% 1.4% – 1.9% Expected dividend yield 0% 0% Expected term 5.0 years – 6.0 years 5.0 years – 6.2 years Expected volatility 70% 70% The assumptions used to value option grants to nonemployees for the year ended December 31, 2019 were as follows: 2019 Risk free interest rate 1.4% – 1.9% Expected dividend yield 0% Expected term 4.0 years – 10.0 years Expected volatility 70% | |
Schedule of stock options granted to employees and nonemployees | 2020 2019 Stock options granted to employees 697,433 2,730,000 Stock options granted to nonemployees 93,000 466,721 Total stock options granted 790,433 3,196,721 | |
Summary of the restricted stock activity | Number of Weighted Average Shares of Grant-Date Fair Restricted Stock Value Outstanding non-vested restricted stock at December 31, 2020 — Granted 5,610,752 $ 6.53 Repurchased — — Restrictions lapsed — — Outstanding non-vested restricted stock at March 31, 2021 5,610,752 $ 6.53 | |
Schedule of stock-based compensation expense | Three months ended March 31, 2021 2020 Research and development $ 340 $ 534 General and administrative 40 49 Sales and marketing 77 59 Total Stock-based compensation expense $ 457 $ 642 | The Company’s stock-based compensation expense for employee and nonemployee awards for the periods presented was as follows: 2020 2019 Employee awards $ 1,376 $ 2,021 Nonemployee awards 548 694 Total stock-based compensation expense $ 1,924 $ 2,715 The Company’s stock-based compensation expense is allocated to the following operating expense categories on the statements of operations for the years ended December 31, 2020 and 2019 as follows: 2020 2019 Research and development $ 1,290 $ 2,163 General and administrative 324 354 Sales and marketing 310 198 Total stock-based compensation expense $ 1,924 $ 2,715 |
NET LOSS PER SHARE (Tables)
NET LOSS PER SHARE (Tables) | 3 Months Ended | 7 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2020 | |
Schedule of calculation of basic and diluted net loss per share | The following table reflects the calculation of basic and diluted net income (loss) per common share (in dollars, except per share amounts): March 31, 2021 Redeemable Class A Common Stock Numerator: Earnings allocable to Redeemable Class A Common Stock Interest Income $ 1,729 Income and Franchise Tax (1,729) Net Earnings $ — Denominator: Weighted Average Redeemable Class A Common Stock Redeemable Class A Common Stock, Basic and Diluted 11,500,000 Earnings/Basic and Diluted Redeemable Class A Common Stock $ Non-Redeemable Class A and B Common Stock Numerator: Net Loss minus Redeemable Net Earnings Net Loss $ (10,405,903) Redeemable Net Earnings — Non-Redeemable Net Loss $ (10,405,903) Denominator: Weighted Average Non-Redeemable Class A and B Common Stock Non-Redeemable Class A and B Common Stock, Basic and Diluted (1) 3,280,000 Loss/Basic and Diluted Non-Redeemable Class A and B Common Stock $ (3.17) Note: As of March 31, 2021, basic and diluted shares are the same as there are no non-redeemable securities that are dilutive to the Company’s stockholders. (1) The weighted average non-redeemable common stock for the three months ended March 31, 2021 includes the effect of 405,000 Private Placement Units, which were issued in conjunction with the initial public offering on September 9, 2020. | The following table reflects the calculation of basic and diluted net income (loss) per common share (in dollars, except per share amounts): For the Period From June 10, 2020 (inception) Through December 31, 2020 Redeemable Class A Common Stock Numerator: Earnings allocable to Redeemable Class A Common Stock Interest Income $ 2,152 Income and Franchise Tax (2,152) Net Earnings $ — Denominator: Weighted Average Redeemable Class A Common Stock Redeemable Class A Common Stock, Basic and Diluted 11,500,000 Earnings/Basic and Diluted Redeemable Class A Common Stock $ 0.00 Non-Redeemable Class A and B Common Stock Numerator: Net Loss minus Redeemable Net Earnings Net Loss $ (3,586,390) Redeemable Net Earnings — Non-Redeemable Net Loss $ (3,589,390) Denominator: Weighted Average Non-Redeemable Class A and B Common Stock Non-Redeemable Class A and B Common Stock, Basic and Diluted (1) 3,100,220 Loss/Basic and Diluted Non-Redeemable Class A and B Common Stock $ (1.16) Note: (1) The weighted average non-redeemable common stock for the year ended December 31, 2020 includes the effect of 405,000 Private Placement Units, which were issued in conjunction with the initial public offering on September 9, 2020. | |
Q S I Operations Inc | |||
Schedule of calculation of basic and diluted net loss per share | Three months ended March 31, 2021 2020 Numerator Net Loss $ (11,779) $ (10,314) Numerator for Basic and Dilutive Net Loss per Share - Loss attributable to Common Stockholders $ (11,779) $ (10,314) Denominator Common Stock 6,932,353 6,696,563 Denominator for Basic and Dilutive Net Loss per Share - Weighted-average Common Stock 6,932,353 6,696,563 Basic and dilutive net loss per share $ (1.70) $ (1.54) | 2020 2019 Numerator: Net Loss $ (36,613) $ (35,792) Numerator for Basic and Dilutive EPS – Loss available to common stockholders $ (36,613) $ (35,792) Denominator: Common Stock 6,715,314 6,453,890 Denominator for Basic and Dilutive EPS – Weighted-average common stock 6,715,314 6,453,890 Basic and dilutive loss per share $ (5.45) $ (5.55) | |
Schedule of anti-dilutive common equivalent shares | Three months ended March 31, 2021 2020 Outstanding options to purchase common stock 15,409,108 9,635,470 Outstanding convertible preferred stock (Series A through E) 90,789,268 86,125,089 106,198,376 95,760,559 | 2020 2019 Outstanding options to purchase common stock 9,240,930 9,893,757 Outstanding convertible preferred stock (Series A through E) 90,789,268 84,201,570 Total anti-dilutive common equivalent shares 100,030,198 94,095,327 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 7 Months Ended | 12 Months Ended |
Dec. 31, 2020 | Dec. 31, 2020 | |
Schedule of net deferred tax asset | Deferred tax asset Net operating loss carryforward $ 13,427 Organizational costs/startup expenses 41,833 Total deferred tax assets 55,260 Valuation allowance (55,260) Deferred tax asset, net of allowance $ — | |
Schedule of reconciliation of the federal income tax rate to our effective tax rate | Statutory federal income tax rate 21.0 % State taxes, net of federal tax benefit 0.0 % Change in fair value of warrant liability (19.5) % Change in valuation allowance (1.5) % Income tax provision 0.0 % | |
Q S I Operations Inc | ||
Schedule of net deferred tax asset | As of December 31 2020 2019 Gross deferred tax assets (liabilities): Net operating loss carryforwards $ 42,589 $ 33,333 Tax credit carryforwards 7,178 5,707 Fixed assets (161) (152) Non-deductible stock-based compensation 1,586 1,377 Other 182 176 Total Deferred tax assets $ 51,374 $ 40,441 Valuation allowance (51,374) (40,441) Net deferred tax assets (liabilities) $ — $ — | |
Schedule of reconciliation of the federal income tax rate to our effective tax rate | Years Ended December 31 2020 2019 Statutory Tax Rate 21.00 % 21.00 % State taxes, net of federal benefit 6.70 6.50 Federal research and development credit 3.00 2.00 Non-deductible stock-based compensation (0.70) (0.90) Return to provision – permanent items (0.30) — Other 0.20 0.40 Valuation allowance (29.90) (29.00) Effective Tax Rate % % | |
Summary of tax credit carryforwards | Expire Amount Through Tax net operating loss carryforwards: Federal (pre-2018 NOLs) $ 65,494 Federal (post-2017 NOLs) 92,737 — Connecticut 157,980 Tax credit carryforwards: Federal research and development 5,601 Connecticut research and development 1,969 — Connecticut other 58 |
SUMMARY OF SIGNIFICANT ACCOU_19
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($) | 3 Months Ended | 4 Months Ended | 7 Months Ended | 12 Months Ended | ||||
Mar. 31, 2021 | Sep. 30, 2020 | Mar. 31, 2020 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Sep. 09, 2020 | |
Net loss | $ (10,405,903) | $ (673,687) | $ (574,687) | $ (3,586,390) | ||||
Accumulated deficit | (13,992,293) | $ (674,687) | $ (674,687) | (3,586,390) | $ (3,586,390) | $ (227,601) | ||
Uncertain tax positions | 0 | 0 | 0 | |||||
Q S I Operations Inc | ||||||||
Net loss | (11,779,000) | $ (10,314,000) | (36,613,000) | $ (35,792,000) | ||||
Accumulated deficit | (184,022,000) | (172,243,000) | (172,243,000) | (135,630,000) | ||||
Impairment of long-lived assets | $ 0 | $ 0 | 0 | 0 | ||||
Advertising costs | $ 87,000 | 15,000 | ||||||
Vesting period | 4 years | |||||||
Term of stock options | 10 years | |||||||
Uncertain tax positions | $ 0 | $ 0 | $ 0 |
SUMMARY OF SIGNIFICANT ACCOU_20
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Property and Equipment, net (Details) - Q S I Operations Inc | 12 Months Ended |
Dec. 31, 2020 | |
Computer equipment | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives | 5 years |
Laboratory equipment | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives | 5 years |
Furniture and fixtures | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives | 7 years |
Software | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives | 3 years |
FAIR VALUE OF FINANCIAL INSTR_2
FAIR VALUE OF FINANCIAL INSTRUMENTS (Details) - Q S I Operations Inc - USD ($) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Assets, transfer from Level 1 to Level 2 | $ 0 | $ 0 | $ 0 |
Assets, transfer from Level 2 to Level 1 | 0 | 0 | 0 |
Liabilities, transfer from Level 1 to Level 2 | 0 | 0 | 0 |
Liabilities, transfer from Level 2 to Level 1 | 0 | 0 | 0 |
Assets, transfer out of Level 3 | 0 | 0 | 0 |
Assets, transfer into Level 3 | 0 | 0 | 0 |
Liabilities, transfer into Level 3 | 0 | 0 | 0 |
Liabilities, transfer out of Level 3 | 0 | 0 | 0 |
Money market funds | Level 1 | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Money market funds, fair value | $ 25,510,000 | $ 36,040,000 | $ 31,895,000 |
PROPERTY AND EQUIPMENT, NET (De
PROPERTY AND EQUIPMENT, NET (Details) - Q S I Operations Inc - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Property, Plant and Equipment [Line Items] | ||||
Property and equipment, cost | $ 5,784 | $ 5,228 | $ 4,892 | |
Less: Accumulated depreciation and amortization | (3,445) | (3,232) | (2,341) | |
Property and equipment, net | 2,339 | 1,996 | 2,551 | |
Depreciation and amortization expense | 213 | $ 229 | 894 | 780 |
Laboratory equipment | ||||
Property, Plant and Equipment [Line Items] | ||||
Property and equipment, cost | 4,440 | 4,245 | 3,983 | |
Computer equipment | ||||
Property, Plant and Equipment [Line Items] | ||||
Property and equipment, cost | 772 | 765 | 737 | |
Software | ||||
Property, Plant and Equipment [Line Items] | ||||
Property and equipment, cost | 144 | 136 | 116 | |
Furniture and fixtures | ||||
Property, Plant and Equipment [Line Items] | ||||
Property and equipment, cost | 46 | 47 | 47 | |
Construction in process | ||||
Property, Plant and Equipment [Line Items] | ||||
Property and equipment, cost | $ 382 | $ 35 | $ 9 |
ACCRUED EXPENSES AND OTHER CU_3
ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES (Details) - Q S I Operations Inc - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Salary and bonus | $ 587 | $ 511 | $ 110 |
Contracted service | 1,276 | 399 | 374 |
Legal fees | 1,019 | 447 | 467 |
Other | 39 | 68 | 63 |
Total accrued expenses and other current liabilities | $ 2,921 | $ 1,425 | $ 1,014 |
NOTES PAYABLE (Details)
NOTES PAYABLE (Details) - Q S I Operations Inc - PPP - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Short-term Debt [Line Items] | ||
Amount of loan proceeds received | $ 1,749 | $ 1,749 |
Percentage of interest rate on loan | 1.00% | 1.00% |
Monthly repayment term | 5 years | 5 years |
Repayment term after Deferment Period | 5 years | 5 years |
CONVERTIBLE PREFERRED STOCK (De
CONVERTIBLE PREFERRED STOCK (Details) | 3 Months Ended | 7 Months Ended | 12 Months Ended | ||
Mar. 31, 2021USD ($)$ / sharesshares | Mar. 31, 2020USD ($) | Dec. 31, 2020USD ($)$ / sharesshares | Dec. 31, 2020USD ($)itemVote$ / sharesshares | Dec. 31, 2019USD ($)$ / sharesshares | |
Temporary Equity [Line Items] | |||||
Shares Outstanding | shares | 10,248,923 | 10,248,923 | |||
Issuance Costs | $ | $ 372,750 | ||||
Class A common stock subject to possible redemption, 9,208,333 and 10,248,923 shares at March 31, 2021 and December 31, 2020 at $10.00 per share, respectively | $ | $ 92,083,330 | $ 102,489,230 | $ 102,489,230 | ||
Q S I Operations Inc | |||||
Temporary Equity [Line Items] | |||||
Shares Authorized | shares | 92,078,549 | 92,078,549 | 92,078,549 | 84,386,780 | |
Shares Issued | shares | 90,789,268 | 90,789,268 | 90,789,268 | 84,201,570 | |
Shares Outstanding | shares | 90,789,268 | 90,789,268 | 90,789,268 | 84,201,570 | |
Total Proceeds or Exchange Value | $ | $ 10,310,000 | $ 35,311,000 | $ 18,177,000 | ||
Issuance Costs | $ | $ 4,000 | $ 22,000 | 52,000 | 51,000 | |
Class A common stock subject to possible redemption, 9,208,333 and 10,248,923 shares at March 31, 2021 and December 31, 2020 at $10.00 per share, respectively | $ | $ 195,810,000 | $ 195,814,000 | $ 195,814,000 | $ 160,555,000 | |
Dividend rate percentage for convertible preferred stock | 8.00% | ||||
Offering price per share, minimum number of times of series D convertible preferred stock conversion price | item | 3 | ||||
Series D Convertible Preferred Stock Conversion Price | $ / shares | $ 4.71 | ||||
Q S I Operations Inc | Minimum | |||||
Temporary Equity [Line Items] | |||||
Minimum aggregate proceeds from initial public offering | $ | $ 80,000,000 | ||||
Q S I Operations Inc | Series A Convertible Preferred Stock | |||||
Temporary Equity [Line Items] | |||||
Issuance Price per share | $ / shares | $ 0.04 | $ 0.04 | $ 0.04 | ||
Shares Authorized | shares | 25,000,000 | 25,000,000 | 25,000,000 | 25,000,000 | |
Shares Issued | shares | 25,000,000 | 25,000,000 | 25,000,000 | 25,000,000 | |
Shares Outstanding | shares | 25,000,000 | 25,000,000 | 25,000,000 | 25,000,000 | |
Total Proceeds or Exchange Value | $ | $ 1,000,000 | $ 1,000,000 | $ 1,000,000 | ||
Class A common stock subject to possible redemption, 9,208,333 and 10,248,923 shares at March 31, 2021 and December 31, 2020 at $10.00 per share, respectively | $ | $ 1,000,000 | $ 1,000,000 | $ 1,000,000 | $ 1,000,000 | |
Initial Liquidation Price per share | $ / shares | $ 0.80 | $ 0.80 | $ 0.80 | $ 0.80 | |
Number of votes per share of common stock into which preferred stock convertible | Vote | 10 | ||||
Preferred stock conversion ratio | 1 | ||||
Q S I Operations Inc | Series B Convertible Preferred Stock | |||||
Temporary Equity [Line Items] | |||||
Issuance Price per share | $ / shares | $ 0.80 | $ 0.80 | $ 0.80 | ||
Shares Authorized | shares | 31,250,000 | 31,250,000 | 31,250,000 | 31,250,000 | |
Shares Issued | shares | 31,250,000 | 31,250,000 | 31,250,000 | 31,250,000 | |
Shares Outstanding | shares | 31,250,000 | 31,250,000 | 31,250,000 | 31,250,000 | |
Total Proceeds or Exchange Value | $ | $ 25,000,000 | $ 25,000,000 | $ 25,000,000 | ||
Class A common stock subject to possible redemption, 9,208,333 and 10,248,923 shares at March 31, 2021 and December 31, 2020 at $10.00 per share, respectively | $ | $ 25,000,000 | $ 25,000,000 | $ 25,000,000 | $ 25,000,000 | |
Initial Liquidation Price per share | $ / shares | $ 0.80 | $ 0.80 | $ 0.80 | $ 0.80 | |
Q S I Operations Inc | Series C Convertible Preferred Stock | |||||
Temporary Equity [Line Items] | |||||
Issuance Price per share | $ / shares | $ 4.61 | $ 4.61 | $ 4.61 | ||
Shares Authorized | shares | 8,164,323 | 8,164,323 | 8,164,323 | 8,164,323 | |
Shares Issued | shares | 8,164,323 | 8,164,323 | 8,164,323 | 8,164,323 | |
Shares Outstanding | shares | 8,164,323 | 8,164,323 | 8,164,323 | 8,164,323 | |
Total Proceeds or Exchange Value | $ | $ 37,638,000 | $ 37,638,000 | $ 37,638,000 | ||
Issuance Costs | $ | 328,000 | 328,000 | 328,000 | ||
Class A common stock subject to possible redemption, 9,208,333 and 10,248,923 shares at March 31, 2021 and December 31, 2020 at $10.00 per share, respectively | $ | $ 37,310,000 | $ 37,310,000 | $ 37,310,000 | $ 37,310,000 | |
Initial Liquidation Price per share | $ / shares | $ 4.61 | $ 4.61 | $ 4.61 | $ 4.61 | |
Q S I Operations Inc | Series D Convertible Preferred Stock | |||||
Temporary Equity [Line Items] | |||||
Issuance Price per share | $ / shares | $ 4.71 | $ 4.71 | $ 4.71 | ||
Shares Authorized | shares | 12,738,853 | 12,738,853 | 12,738,853 | 12,738,853 | |
Shares Issued | shares | 12,738,853 | 12,738,853 | 12,738,853 | 12,738,853 | |
Shares Outstanding | shares | 12,738,853 | 12,738,853 | 12,738,853 | 12,738,853 | |
Total Proceeds or Exchange Value | $ | $ 60,000,000 | $ 60,000,000 | $ 60,000,000 | ||
Issuance Costs | $ | 414,000 | 414,000 | 414,000 | ||
Class A common stock subject to possible redemption, 9,208,333 and 10,248,923 shares at March 31, 2021 and December 31, 2020 at $10.00 per share, respectively | $ | $ 59,586,000 | $ 59,586,000 | $ 59,586,000 | $ 59,586,000 | |
Initial Liquidation Price per share | $ / shares | $ 4.71 | $ 4.71 | $ 4.71 | $ 4.71 | |
Q S I Operations Inc | Series E Convertible Preferred Stock | |||||
Temporary Equity [Line Items] | |||||
Issuance Price per share | $ / shares | $ 5.36 | $ 5.36 | $ 5.36 | ||
Shares Authorized | shares | 14,925,373 | 14,925,373 | 14,925,373 | 7,233,604 | |
Shares Issued | shares | 13,636,092 | 13,636,092 | 13,636,092 | 7,048,394 | |
Shares Outstanding | shares | 13,636,092 | 13,636,092 | 13,636,092 | 7,048,394 | |
Total Proceeds or Exchange Value | $ | $ 73,089,000 | $ 73,089,000 | $ 37,779,000 | ||
Issuance Costs | $ | 175,000 | 171,000 | 120,000 | ||
Class A common stock subject to possible redemption, 9,208,333 and 10,248,923 shares at March 31, 2021 and December 31, 2020 at $10.00 per share, respectively | $ | $ 72,914,000 | $ 72,918,000 | $ 72,918,000 | $ 37,659,000 | |
Initial Liquidation Price per share | $ / shares | $ 5.36 | $ 5.36 | $ 5.36 | $ 5.36 | |
Q S I Operations Inc | Series B Through E Convertible Preferred stock | |||||
Temporary Equity [Line Items] | |||||
Number of votes per share of common stock into which preferred stock convertible | Vote | 1 | ||||
Preferred stock conversion ratio | 1 |
STOCKHOLDERS' DEFICIT (Details)
STOCKHOLDERS' DEFICIT (Details) - Q S I Operations Inc | 12 Months Ended | ||||
Dec. 31, 2020Vote$ / sharesshares | Dec. 31, 2019Vote$ / sharesshares | Mar. 31, 2021shares | Mar. 31, 2020shares | Dec. 31, 2018shares | |
Common Stock | |||||
Class of Stock [Line Items] | |||||
Common Stock, Shares Authorized | 90,000,000 | 80,000,000 | |||
Common stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | |||
Common Stock, Shares, Outstanding | 6,743,933 | 6,599,878 | 7,472,757 | 6,709,967 | 6,328,881 |
Number of votes per share | Vote | 1 | 1 | |||
Special-voting common stock | |||||
Class of Stock [Line Items] | |||||
Common Stock, Shares Authorized | 25,000,000 | 25,000,000 | |||
Common stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | |||
Common Stock, Shares, Issued | 0 | 0 | |||
Common Stock, Shares, Outstanding | 0 | 0 | |||
Number of votes per share | Vote | 10 | 10 |
EQUITY INCENTIVE PLAN - Additio
EQUITY INCENTIVE PLAN - Additional Information (Details) - Q S I Operations Inc - USD ($) | 3 Months Ended | 12 Months Ended | |||||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Nov. 30, 2020 | Aug. 31, 2019 | Jan. 01, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Granted | 5,610,752 | ||||||
Compensation expense | $ 457,000 | $ 642,000 | $ 1,924,000 | $ 2,715,000 | |||
Proceeds from exercise of stock options | $ 999,000 | $ 18,000 | 63,000 | 116,000 | |||
Total intrinsic value of stock options exercised | $ 323,000 | $ 554,000 | |||||
Weighted- average grant date fair value of options granted | $ 6.53 | $ 1.43 | $ 1.57 | ||||
Total unrecognized stock-based compensation expense | $ 2,912,000 | ||||||
Total unrecognized stock-based compensation expense recognized over remaining weighted average vesting period | 2 years 2 months 12 days | ||||||
Equity volatility | 70.00% | 70.00% | |||||
Number of Shares of Restricted Stock | |||||||
Outstanding non-vested restricted stock at March 31, 2021 | 5,610,752 | ||||||
Weighted Average Grant-Date Fair Value | |||||||
Outstanding non-vested restricted stock at December 31, 2020 | $ 0 | ||||||
Outstanding non-vested restricted stock at March 31, 2021 | $ 6.53 | $ 0 | |||||
2013 Employee, Director and Consultant Equity Incentive Plan | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Shares of Common Stock were reserved for issuance | 5,990,137 | 22,000,000 | 19,000,000 | 16,700,000 | |||
Granted | 1,286,250 | 790,433 | 3,196,721 | ||||
Option awards subject to certain performance conditions | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Compensation expense | $ 295,000 | ||||||
Granted | 75,000 | 600,000 | |||||
Option awards subject to single performance-based condition | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Granted | 257,000 | ||||||
Restricted Stock [Member] | 2013 Employee, Director and Consultant Equity Incentive Plan | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Granted | 5,041,752 | 0 | 0 | ||||
Compensation expense | $ 0 |
EQUITY INCENTIVE PLAN - Stock o
EQUITY INCENTIVE PLAN - Stock option activity (Details) - Q S I Operations Inc - 2013 Employee, Director and Consultant Equity Incentive Plan - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Number of Options | ||||
Outstanding at December 31, 2020 | 9,240,930 | 9,893,757 | 7,781,967 | |
Granted | 1,286,250 | 790,433 | 3,196,721 | |
Exercised | (728,824) | (144,055) | (270,997) | |
Forfeited | (1,299,205) | (813,934) | ||
Outstanding at March 31, 2021 | 9,798,356 | 9,240,930 | 9,893,757 | 7,781,967 |
Options exercisable at December 31 | 6,496,490 | 6,954,472 | 5,810,260 | |
Vested and expected to vest at December 31 | 9,516,206 | 9,045,548 | 9,657,854 | |
Weighted Average Exercise Price | ||||
Outstanding at December 31, 2020 | $ 1.89 | $ 1.88 | $ 1.61 | |
Granted | 6.80 | 2.31 | 2.41 | |
Exercised | 1.37 | 0.44 | 0.43 | |
Forfeited | 2.19 | 1.92 | ||
Outstanding at March 31, 2021 | 2.57 | 1.89 | 1.88 | $ 1.61 |
Options exercisable at December 31 | 1.82 | 1.76 | 1.59 | |
Vested and expected to vest at December 31 | $ 2.53 | $ 1.88 | $ 1.87 | |
Weighted Average Remaining Contractual Term | ||||
Outstanding | 7 years 1 month 28 days | 6 years 9 months 7 days | 7 years 8 months 19 days | 7 years 10 months 17 days |
Options exercisable at December 31 | 6 years 3 months | 6 years 2 months 12 days | 6 years 9 months 4 days | |
Vested and expected to vest at December 31 | 7 years 1 month 10 days | 6 years 8 months 23 days | 7 years 9 months | |
Aggregate Intrinsic Value | ||||
Outstanding | $ 41,406 | $ 4,094 | $ 5,280 | $ 7,851 |
Options exercisable at December 31 | 32,326 | 3,945 | 4,788 | |
Vested and expected to vest at December 31 | $ 40,630 | $ 4,082 | $ 5,251 | |
Option awards subject to certain service and performance conditions | ||||
Number of Options | ||||
Granted | 1,120,000 |
EQUITY INCENTIVE PLAN - Assumpt
EQUITY INCENTIVE PLAN - Assumptions used to value option grants (Details) - Q S I Operations Inc | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected dividend yield | 0.00% | |
Expected volatility | 70.00% | |
Option | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Risk free interest rate, minimum | 0.30% | |
Risk free interest rate, maximum | 0.60% | |
Option | Minimum | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected term | 5 years | |
Option | Maximum | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected term | 6 years | |
Option | Employees | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Risk free interest rate, minimum | 1.40% | |
Risk free interest rate, maximum | 1.90% | |
Expected dividend yield | 0.00% | |
Expected volatility | 70.00% | |
Option | Employees | Minimum | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected term | 5 years | |
Option | Employees | Maximum | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected term | 6 years 2 months 12 days | |
Option | Nonemployees | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Risk free interest rate, minimum | 1.40% | |
Risk free interest rate, maximum | 1.90% | |
Expected dividend yield | 0.00% | |
Expected volatility | 70.00% | |
Option | Nonemployees | Minimum | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected term | 4 years | |
Option | Nonemployees | Maximum | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected term | 10 years |
EQUITY INCENTIVE PLAN - Stock-b
EQUITY INCENTIVE PLAN - Stock-based compensation expense (Details) - Q S I Operations Inc - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Total Stock-based compensation expense | $ 457 | $ 642 | $ 1,924 | $ 2,715 |
Research and development | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Total Stock-based compensation expense | 340 | 534 | 1,290 | 2,163 |
General and administrative | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Total Stock-based compensation expense | 40 | 49 | 324 | 354 |
Sales and marketing | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Total Stock-based compensation expense | $ 77 | $ 59 | 310 | 198 |
Employees | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Total Stock-based compensation expense | 1,376 | 2,021 | ||
Nonemployees | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Total Stock-based compensation expense | $ 548 | $ 694 |
EQUITY INCENTIVE PLAN - Stock_2
EQUITY INCENTIVE PLAN - Stock options granted (Details) - Q S I Operations Inc - 2013 Employee, Director and Consultant Equity Incentive Plan - shares | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of options granted | 1,286,250 | 790,433 | 3,196,721 |
Employees | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of options granted | 697,433 | 2,730,000 | |
Nonemployees | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of options granted | 93,000 | 466,721 |
NET LOSS PER SHARE - Basic and
NET LOSS PER SHARE - Basic and Diluted (Details) - USD ($) | 3 Months Ended | 4 Months Ended | 7 Months Ended | 12 Months Ended | |||
Mar. 31, 2021 | Sep. 30, 2020 | Mar. 31, 2020 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Numerator | |||||||
Net loss | $ (10,405,903) | $ (673,687) | $ (574,687) | $ (3,586,390) | |||
Denominator | |||||||
Weighted average shares outstanding of common stock | 405,000 | 405,000 | |||||
Q S I Operations Inc | |||||||
Numerator | |||||||
Net loss | $ (11,779,000) | $ (10,314,000) | $ (36,613,000) | $ (35,792,000) | |||
Numerator for Basic and Dilutive Net Loss per Share - Loss attributable to Common Stockholders | $ (11,779,000) | $ (10,314,000) | $ (36,613,000) | $ (35,792,000) | |||
Denominator | |||||||
Common Stock | 6,932,353 | 6,696,563 | 6,715,314 | 6,453,890 | |||
Weighted average shares outstanding of common stock | 6,932,353 | 6,696,563 | 6,715,314 | 6,453,890 | |||
Basic and diluted income per share | $ (1.70) | $ (1.54) | $ (5.45) | $ (5.55) |
NET LOSS PER SHARE - Anti-dilut
NET LOSS PER SHARE - Anti-dilutive common equivalent shares (Details) - Q S I Operations Inc - shares | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Anti-dilutive common equivalent shares | 106,198,376 | 95,760,559 | 100,030,198 | 94,095,327 |
Stock options | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Anti-dilutive common equivalent shares | 15,409,108 | 9,635,470 | 9,240,930 | 9,893,757 |
Outstanding convertible preferred stock (Series A through E) | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Anti-dilutive common equivalent shares | 90,789,268 | 86,125,089 | 90,789,268 | 84,201,570 |
INCOME TAXES (Details)
INCOME TAXES (Details) - USD ($) $ in Thousands | 3 Months Ended | 7 Months Ended | 12 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Estimated annual effective tax rate | 0.00% | ||||
Federal statutory rate | 21.00% | ||||
Q S I Operations Inc | |||||
Increase in valuation allowance | $ 10,933 | $ 10,352 | |||
Percentage on research and development tax credit carryforwards for cash payment | 65.00% | ||||
Estimated annual effective tax rate | 0.00% | 0.00% | 0.00% | 0.00% | |
Federal statutory rate | 21.00% | 21.00% | 21.00% | ||
Q S I Operations Inc | Prepaid expenses and other current assets | |||||
Research and development tax credit receivables | $ 550 | $ 368 | |||
Q S I Operations Inc | Research and development | |||||
Recognized net benefits | $ 182 | $ 368 |
INCOME TAXES - Net Deferred Tax
INCOME TAXES - Net Deferred Tax Asset (Details) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Gross deferred tax assets (liabilities): | ||
Net operating loss carryforwards | $ 13,427 | |
Total deferred tax assets | 55,260 | |
Valuation allowance | (55,260) | |
Deferred tax assets, net of allowance | 0 | |
Q S I Operations Inc | ||
Gross deferred tax assets (liabilities): | ||
Net operating loss carryforwards | 42,589,000 | $ 33,333,000 |
Tax credit carryforwards | 7,178,000 | 5,707,000 |
Fixed assets | (161,000) | (152,000) |
Non-deductible stock-based compensation | 1,586,000 | 1,377,000 |
Other | 182,000 | 176,000 |
Total deferred tax assets | 51,374,000 | 40,441,000 |
Valuation allowance | (51,374,000) | (40,441,000) |
Deferred tax assets, net of allowance |
INCOME TAXES - Reconciliation o
INCOME TAXES - Reconciliation of the federal income tax rate to our effective tax rate (Details) | 3 Months Ended | 7 Months Ended | 12 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Federal statutory rate | 21.00% | ||||
State taxes, net of federal benefit | 0.00% | ||||
Valuation allowance | (1.50%) | ||||
Income tax provision | 0.00% | ||||
Q S I Operations Inc | |||||
Federal statutory rate | 21.00% | 21.00% | 21.00% | ||
State taxes, net of federal benefit | 6.70% | 6.50% | |||
Federal research and development credit | 3.00% | 2.00% | |||
Non-deductible stock-based compensation | (0.70%) | (0.90%) | |||
Return to provision - permanent items | (0.30%) | ||||
Other | 0.20% | 0.40% | |||
Valuation allowance | (29.90%) | (29.00%) | |||
Income tax provision | 0.00% | 0.00% | 0.00% | 0.00% |
INCOME TAXES - Summary of tax c
INCOME TAXES - Summary of tax credit carryforwards (Details) | 12 Months Ended |
Dec. 31, 2020USD ($) | |
Tax Credit Carryforward [Line Items] | |
Tax net operating loss carryforwards | $ 63,937 |
Federal research and development | |
Tax Credit Carryforward [Line Items] | |
Tax credit carryforwards | $ 5,601,000 |
Tax credit carryforwards, expiration year | 2040 years |
Connecticut research and development | |
Tax Credit Carryforward [Line Items] | |
Tax credit carryforwards | $ 1,969,000 |
Connecticut other | |
Tax Credit Carryforward [Line Items] | |
Tax credit carryforwards | $ 58,000 |
Tax credit carryforwards, expiration year | 2025 years |
Federal (pre-2018 NOLs) Expire Through 2037 | |
Tax Credit Carryforward [Line Items] | |
Tax net operating loss carryforwards | $ 65,494,000 |
Net operating loss carryforwards, expiration year | 2037 |
Federal (post-2017 NOLs) | |
Tax Credit Carryforward [Line Items] | |
Tax net operating loss carryforwards | $ 92,737,000 |
Connecticut expire through 2040 | |
Tax Credit Carryforward [Line Items] | |
Tax net operating loss carryforwards | $ 157,980,000 |
Net operating loss carryforwards, expiration year | 2040 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details) - Q S I Operations Inc - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Related Party Transaction [Line Items] | ||||
Operating lease, payments | $ 80 | $ 80 | $ 322 | |
Other assets - related party in prepaid advance | 738 | 738 | 994 | |
President, Chief Operating Officer and Other Employees | ||||
Related Party Transaction [Line Items] | ||||
Related parties payable amount | $ 150 | 170 | ||
President, Chief Operating Officer and Other Employees | Minimum | ||||
Related Party Transaction [Line Items] | ||||
Interest rate (as percent) | 0.65% | |||
President, Chief Operating Officer and Other Employees | Maximum | ||||
Related Party Transaction [Line Items] | ||||
Interest rate (as percent) | 2.37% | |||
4Catalyzer Corporation | ||||
Related Party Transaction [Line Items] | ||||
Operating lease, payments | $ 155 | 224 | ||
Other assets - related party in prepaid advance | 738 | 738 | 844 | |
Related party expense incurred | 535 | 380 | ||
Related parties operating expenses | 0 | 13 | 423 | |
4Catalyzer Corporation | Equipment Leased to Other Party | ||||
Related Party Transaction [Line Items] | ||||
Operating lease, payments | 73 | $ 46 | ||
Amended and Restated Technology Services Agreement | ||||
Related Party Transaction [Line Items] | ||||
Related party expense incurred | 1,516 | 2,214 | ||
Due to related parties | 13 | 28 | 44 | |
Due from Related Parties | $ 88 | 69 | $ 15 | |
Amounts are paid or received throughout the year within days after the end of each month | 30 days | |||
Amended and Restated Technology Services Agreement | President, Chief Operating Officer and Other Employees | ||||
Related Party Transaction [Line Items] | ||||
Related parties payable amount | $ 0 | $ 150 |
COMMITMENTS AND CONTINGENCIES_5
COMMITMENTS AND CONTINGENCIES (Details) - Q S I Operations Inc - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Mar. 29, 2021 | |
Value of the equipment under capital lease arrangements | $ 124 | $ 124 | |||
Interest expense | 1 | $ 2 | 6 | $ 5 | |
Unamortized balance of the lease obligation | 13 | 28 | |||
Minimum annual fixed payments for right to use intellectual property | $ 220 | $ 220 | |||
Payment for expenses in connection with business combination | $ 3,800 |
SUBSEQUENT EVENTS (Details)
SUBSEQUENT EVENTS (Details) - Q S I Operations Inc - USD ($) | Jun. 10, 2021 | Apr. 20, 2021 | Feb. 17, 2021 | Mar. 31, 2021 |
SUBSEQUENT EVENTS | ||||
Number of units granted | 5,610,752 | |||
Amount of gross proceeds received | $ 511,176,000,000 | |||
Subsequent event | ||||
SUBSEQUENT EVENTS | ||||
Stock price | $ 16.08 | |||
Amount of gross proceeds received | $ 511,176 | |||
Subsequent event | Restricted stock units | ||||
SUBSEQUENT EVENTS | ||||
Number of units granted | 270,000 | |||
Subsequent event | Stock options | ||||
SUBSEQUENT EVENTS | ||||
Number of options granted | 1,550,000 | |||
Subsequent event | Performance shares | ||||
SUBSEQUENT EVENTS | ||||
Number of options granted | 625,000 | |||
Merger Agreement | HighCape | Subsequent event | Contemplated Merger is Consummated Upon First 25 % of Awards will Cliff Vest on January 7, 2022 | ||||
SUBSEQUENT EVENTS | ||||
Vesting percent | 25.00% | |||
Merger Agreement | HighCape | Subsequent event | Contemplated Merger is Consummated Upon Award Vesting in Full Upon CEO's Continued Employment | ||||
SUBSEQUENT EVENTS | ||||
Amount raised | $ 50,000,000 | |||
Stock price | $ 16.08 | |||
Trading days | 20 days | |||
Consecutive trading days | 30 days | |||
Merger Agreement | HighCape | Subsequent event | Chief Executive Officer | Restricted stock units | Contemplated Merger is Consummated Upon First 25 % of Awards will Cliff Vest on January 7, 2022 | ||||
SUBSEQUENT EVENTS | ||||
Number of units granted | 2,136,000 | |||
Merger Agreement | HighCape | Subsequent event | Chief Executive Officer | Restricted stock units | Contemplated Merger is Consummated Upon Award Vesting in Full Upon CEO's Continued Employment | ||||
SUBSEQUENT EVENTS | ||||
Number of units granted | 569,000 | |||
Merger Agreement | HighCape | Subsequent event | General Counsel | Restricted stock units | Contemplated Merger is Consummated Upon First 25 % of Awards will Cliff Vest on January 7, 2022 | ||||
SUBSEQUENT EVENTS | ||||
Number of units granted | 213,600 |
EVENTS SUBSEQUENT TO THE ORIG_2
EVENTS SUBSEQUENT TO THE ORIGINAL ISSUANCE OF AUDITED FINANCIAL STATEMENTS (UNAUDITED) (Details) - Q S I Operations Inc - USD ($) | Jun. 10, 2021 | Apr. 20, 2021 | Mar. 29, 2021 | Mar. 11, 2021 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Amount of gross proceeds received | $ 511,176,000,000 | |||
Subsequent event | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Contemplated to merger cost | $ 3,800,000 | |||
Amount of gross proceeds received | $ 511,176 | |||
Restricted stock units | Subsequent event | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Shares granted | 270,000 | 3,142,000 | ||
Vesting shares | 1,024,000 | |||
Performance shares | Subsequent event | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Shares granted | 150,000 | 1,868,000 | ||
Stock options | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Shares granted | 1,120,000 | |||
Stock options | Subsequent event | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Shares granted | 1,550,000 | |||
Stock options | Performance shares | Subsequent event | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Shares granted | 625,000 |
CONDENSED BALANCE SHEETS
CONDENSED BALANCE SHEETS - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Current assets | |||
Cash | $ 591,130 | $ 1,034,163 | |
Total Current Assets | 755,188 | 1,183,890 | |
Total Assets | 115,759,069 | 116,186,042 | |
Current liabilities | |||
Total Current Liabilities | 1,605,439 | 146,558 | |
LONG-TERM LIABILITIES | |||
Total Liabilities | 18,675,738 | 8,696,808 | |
COMMITMENTS AND CONTINGENCIES (NOTE 13) | |||
CONVERTIBLE PREFERRED STOCK | |||
Class A common stock subject to possible redemption, 10,248,923 shares at $10.00 per share | 92,083,330 | 102,489,230 | |
STOCKHOLDERS' DEFICIT: | |||
Class A Common Stock | 166 | ||
Additional Paid-in Capital | 18,991,736 | 8,585,940 | |
Accumulated deficit | (13,992,293) | (3,586,390) | |
Total Stockholders' Equity | 5,000,001 | 5,000,004 | |
Total Liabilities and Stockholders' Equity | 115,759,069 | 116,186,042 | |
Q S I Operations Inc | |||
Current assets | |||
Cash | 26,654,000 | 36,910,000 | $ 32,930,000 |
Prepaid expenses and other current assets | 3,243,000 | 716,000 | 478,000 |
Due from related parties | 88,000 | 232,000 | 458,000 |
Total Current Assets | 29,985,000 | 37,858,000 | 33,866,000 |
PROPERTY AND EQUIPMENT, NET | 2,339,000 | 1,996,000 | 2,551,000 |
OTHER ASSETS - RELATED PARTY | 738,000 | 738,000 | 994,000 |
Total Assets | 33,062,000 | 40,592,000 | 37,411,000 |
Current liabilities | |||
Accounts payable | 2,095,000 | 1,301,000 | 869,000 |
Due to related parties | 535,000 | 28,000 | 44,000 |
Accrued expenses and other current liabilities | 2,921,000 | 1,425,000 | 1,014,000 |
Total Current Liabilities | 5,551,000 | 2,754,000 | 1,927,000 |
LONG-TERM LIABILITIES | |||
Notes payable | 1,749,000 | 1,749,000 | |
Total Liabilities | 7,300,000 | 4,503,000 | 1,955,000 |
COMMITMENTS AND CONTINGENCIES (NOTE 13) | |||
CONVERTIBLE PREFERRED STOCK | |||
Class A common stock subject to possible redemption, 10,248,923 shares at $10.00 per share | 195,810,000 | 195,814,000 | 160,555,000 |
STOCKHOLDERS' DEFICIT: | |||
Additional Paid-in Capital | 13,973,000 | 12,517,000 | 10,530,000 |
Accumulated deficit | (184,022,000) | (172,243,000) | (135,630,000) |
Total Stockholders' Equity | (170,048,000) | (159,725,000) | (125,099,000) |
Total Liabilities and Stockholders' Equity | 33,062,000 | 40,592,000 | 37,411,000 |
Q S I Operations Inc | Common Stock | |||
STOCKHOLDERS' DEFICIT: | |||
Class A Common Stock | 1,000 | 1,000 | 1,000 |
Q S I Operations Inc | Special-voting common stock | |||
STOCKHOLDERS' DEFICIT: | |||
Class A Common Stock | $ 0 | $ 0 | $ 0 |
CONDENSED BALANCE SHEETS (Paren
CONDENSED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Convertible preferred stock, par value | $ 10 | ||
Shares Outstanding | 10,248,923 | ||
Q S I Operations Inc | |||
Convertible preferred stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Convertible preferred stock, aggregate liquidation preference | $ 216 | $ 216 | $ 180 |
Convertible preferred stock, shares authorized | 92,078,549 | 92,078,549 | 84,386,780 |
Convertible preferred stock, shares issued | 90,789,268 | 90,789,268 | 84,201,570 |
Shares Outstanding | 90,789,268 | 90,789,268 | 84,201,570 |
Q S I Operations Inc | Common Stock | |||
Common stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 95,000,000 | 90,000,000 | 80,000,000 |
Common stock, shares issued | 7,472,757 | 6,743,933 | 6,599,878 |
Common stock, shares outstanding | 7,472,757 | 6,743,933 | 6,599,878 |
Q S I Operations Inc | Special-voting common stock | |||
Common stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 25,000,000 | 25,000,000 | 25,000,000 |
Common stock, shares issued | 0 | 0 | 0 |
Common stock, shares outstanding | 0 | 0 | 0 |
CONDENSED STATEMENTS OF OPERATI
CONDENSED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
OPERATING EXPENSES: | ||||
Loss from operations | $ (1,887,583) | |||
Net loss | $ (10,405,903) | |||
Redeemable Class A Common Stock, Basic and Diluted | 405,000 | |||
Q S I Operations Inc | ||||
OPERATING EXPENSES: | ||||
Research and development | $ 7,972,000 | $ 7,924,000 | $ 27,555,000 | $ 28,102,000 |
General and administrative | 3,417,000 | 2,220,000 | 7,984,000 | 7,884,000 |
Sales and marketing | 390,000 | 259,000 | 1,152,000 | 634,000 |
Total operating expenses | 11,779,000 | 10,403,000 | 36,691,000 | 36,620,000 |
Loss from operations | (11,779,000) | (10,403,000) | (36,691,000) | (36,620,000) |
INTEREST INCOME | 0 | 89,000 | 104,000 | 833,000 |
Income before provision for income taxes | (11,779,000) | (10,314,000) | (36,613,000) | (35,792,000) |
PROVISION FOR INCOME TAXES | 0 | 0 | ||
Net loss | $ (11,779,000) | $ (10,314,000) | $ (36,613,000) | $ (35,792,000) |
Earnings/Basic and Diluted Redeemable Class A Common Stock | $ (1.70) | $ (1.54) | $ (5.45) | $ (5.55) |
Redeemable Class A Common Stock, Basic and Diluted | 6,932,353 | 6,696,563 | 6,715,314 | 6,453,890 |
CONDENSED STATEMENTS OF CHANGES
CONDENSED STATEMENTS OF CHANGES IN CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS' DEFICIT - USD ($) | Q S I Operations IncOutstanding convertible preferred stock (Series A through E) | Q S I Operations IncCommon Stock | Q S I Operations IncAdditional Paid-in Capital | Q S I Operations Inc(Accumulated Deficit)/ Retained Earnings | Q S I Operations Inc | Additional Paid-in Capital | (Accumulated Deficit)/ Retained Earnings | Total |
Balance at the beginning at Dec. 31, 2018 | $ 142,429,000 | |||||||
Balance at the beginning (in shares) at Dec. 31, 2018 | 80,810,340 | |||||||
Issuance of series E convertible preferred stock, net of issuance costs | $ 18,126,000 | |||||||
Issuance of series E convertible preferred stock, net of issuance costs (in shares) | 3,391,230 | |||||||
Balance at the ending at Dec. 31, 2019 | $ 160,555,000 | $ 160,555,000 | ||||||
Balance at the ending (in shares) at Dec. 31, 2019 | 84,201,570 | 84,201,570 | ||||||
Balance at the beginning at Dec. 31, 2018 | $ 1,000 | $ 7,699,000 | $ (99,838,000) | $ (92,138,000) | ||||
Balance at the beginning (in shares) at Dec. 31, 2018 | 6,328,881 | |||||||
Net loss | (35,792,000) | (35,792,000) | ||||||
Common stock issued upon exercise of stock options | 116,000 | 116,000 | ||||||
Common stock issued upon exercise of stock options (in shares) | 270,997 | |||||||
Stock-based compensation expense | 2,715,000 | 2,715,000 | ||||||
Balance at the end at Dec. 31, 2019 | $ 1,000 | 10,530,000 | (135,630,000) | (125,099,000) | ||||
Balance at the ending (in shares) at Dec. 31, 2019 | 6,599,878 | |||||||
Issuance of series E convertible preferred stock, net of issuance costs | $ 10,288,000 | |||||||
Issuance of series E convertible preferred stock, net of issuance costs (in shares) | 1,923,519 | |||||||
Balance at the ending at Mar. 31, 2020 | $ 170,843,000 | |||||||
Balance at the ending (in shares) at Mar. 31, 2020 | 86,125,089 | |||||||
Net loss | (10,314,000) | (10,314,000) | ||||||
Common stock issued upon exercise of stock options | 18,000 | 18,000 | ||||||
Common stock issued upon exercise of stock options (in shares) | 110,089 | |||||||
Stock-based compensation expense | 642,000 | 642,000 | ||||||
Balance at the end at Mar. 31, 2020 | $ 1,000 | 11,190,000 | (145,944,000) | (134,753,000) | ||||
Balance at the ending (in shares) at Mar. 31, 2020 | 6,709,967 | |||||||
Balance at the beginning at Dec. 31, 2019 | $ 160,555,000 | $ 160,555,000 | ||||||
Balance at the beginning (in shares) at Dec. 31, 2019 | 84,201,570 | 84,201,570 | ||||||
Issuance of series E convertible preferred stock, net of issuance costs | $ 35,259,000 | |||||||
Issuance of series E convertible preferred stock, net of issuance costs (in shares) | 6,587,698 | |||||||
Balance at the ending at Dec. 31, 2020 | $ 195,814,000 | $ 195,814,000 | $ 102,489,230 | |||||
Balance at the ending (in shares) at Dec. 31, 2020 | 90,789,268 | 90,789,268 | 10,248,923 | |||||
Balance at the beginning at Dec. 31, 2019 | $ 1,000 | 10,530,000 | (135,630,000) | $ (125,099,000) | ||||
Balance at the beginning (in shares) at Dec. 31, 2019 | 6,599,878 | |||||||
Net loss | (36,613,000) | (36,613,000) | ||||||
Common stock issued upon exercise of stock options | 63,000 | 63,000 | ||||||
Common stock issued upon exercise of stock options (in shares) | 144,055 | |||||||
Stock-based compensation expense | 1,924,000 | 1,924,000 | ||||||
Balance at the end at Dec. 31, 2020 | $ 1,000 | 12,517,000 | (172,243,000) | (159,725,000) | $ 8,585,940 | $ (3,586,390) | $ 5,000,004 | |
Balance at the ending (in shares) at Dec. 31, 2020 | 6,743,933 | |||||||
Balance at the ending at Dec. 31, 2020 | $ 195,814,000 | $ 195,814,000 | $ 102,489,230 | |||||
Balance at the ending (in shares) at Dec. 31, 2020 | 90,789,268 | 90,789,268 | 10,248,923 | |||||
Balance at the beginning at Jun. 09, 2020 | 0 | 0 | $ 0 | |||||
Net loss | (3,586,390) | (3,586,390) | ||||||
Balance at the end at Dec. 31, 2020 | $ 1,000 | 12,517,000 | (172,243,000) | $ (159,725,000) | 8,585,940 | (3,586,390) | 5,000,004 | |
Balance at the ending (in shares) at Dec. 31, 2020 | 6,743,933 | |||||||
Issuance of series E convertible preferred stock, net of issuance costs | $ (4,000) | |||||||
Balance at the ending at Mar. 31, 2021 | $ 195,810,000 | $ 195,810,000 | 92,083,330 | |||||
Balance at the ending (in shares) at Mar. 31, 2021 | 90,789,268 | 90,789,268 | ||||||
Net loss | (11,779,000) | $ (11,779,000) | (10,405,903) | (10,405,903) | ||||
Common stock issued upon exercise of stock options | 999,000 | 999,000 | ||||||
Common stock issued upon exercise of stock options (in shares) | 728,824 | |||||||
Stock-based compensation expense | 457,000 | 457,000 | ||||||
Balance at the end at Mar. 31, 2021 | $ 1,000 | $ 13,973,000 | $ (184,022,000) | $ (170,048,000) | $ 18,991,736 | $ (13,992,293) | $ 5,000,001 | |
Balance at the ending (in shares) at Mar. 31, 2021 | 7,472,757 |
CONDENSED STATEMENTS OF CASH FL
CONDENSED STATEMENTS OF CASH FLOWS - USD ($) | 3 Months Ended | 7 Months Ended | 12 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | |||||
Net loss | $ (10,405,903) | $ (3,586,390) | |||
Changes in assets and liabilities: | |||||
Net cash (used in) operating activities | (443,033) | (268,460) | |||
CASH FLOWS FROM INVESTING ACTIVITIES: | |||||
Net cash used in investing activities | (115,000,000) | ||||
CASH FLOWS FROM FINANCING ACTIVITIES: | |||||
Stock issuance costs for Series E convertible preferred stock | (372,750) | ||||
Net cash provided by financing activities | 116,302,623 | ||||
Cash - Beginning of period | 1,034,163 | ||||
Cash - End of period | 591,130 | 1,034,163 | $ 1,034,163 | ||
Q S I Operations Inc | |||||
CASH FLOWS FROM OPERATING ACTIVITIES: | |||||
Net loss | (11,779,000) | $ (10,314,000) | (36,613,000) | $ (35,792,000) | |
Adjustments to reconcile net loss to net cash used in operating activities: | |||||
Depreciation and amortization | 213,000 | 229,000 | 894,000 | 780,000 | |
Loss on disposal of fixed assets | 2,000 | 2,000 | 1,000 | ||
Stock-based compensation expense | 457,000 | 642,000 | 1,924,000 | 2,715,000 | |
Changes in assets and liabilities: | |||||
Prepaid expenses and other current assets | (2,527,000) | (99,000) | (238,000) | 234,000 | |
Due from related parties | 144,000 | (154,000) | 226,000 | 591,000 | |
Other assets - related party | 150,000 | 256,000 | (41,000) | ||
Accounts payable | 737,000 | 1,359,000 | 552,000 | 164,000 | |
Due to related parties | 507,000 | 119,000 | (16,000) | (434,000) | |
Accrued expenses and other current liabilities | 1,512,000 | (111,000) | 440,000 | 574,000 | |
Net cash (used in) operating activities | (10,736,000) | (8,177,000) | (32,573,000) | (30,708,000) | |
CASH FLOWS FROM INVESTING ACTIVITIES: | |||||
Purchases of property and equipment | (500,000) | (262,000) | (461,000) | (1,241,000) | |
Net cash used in investing activities | (500,000) | (262,000) | (461,000) | (1,241,000) | |
CASH FLOWS FROM FINANCING ACTIVITIES: | |||||
Proceeds from exercise of stock options | 999,000 | 18,000 | 63,000 | 116,000 | |
Proceeds from issuance of Series E convertible preferred stock | 10,310,000 | 35,311,000 | 18,177,000 | ||
Stock issuance costs for Series E convertible preferred stock | (4,000) | (22,000) | (52,000) | (51,000) | |
Principal payments under capital lease obligations | (15,000) | (16,000) | (57,000) | (25,000) | |
Net cash provided by financing activities | 980,000 | 10,290,000 | 37,014,000 | 18,217,000 | |
NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS | (10,256,000) | 1,851,000 | 3,980,000 | (13,732,000) | |
Cash - Beginning of period | 36,910,000 | 32,930,000 | 32,930,000 | 46,662,000 | |
Cash - End of period | 26,654,000 | 34,781,000 | $ 36,910,000 | 36,910,000 | 32,930,000 |
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: | |||||
Cash received from exchange of research and development tax credits | 377,000 | 352,000 | |||
SUPPLEMENTAL DISCLOSURE OF NONCASH INFORMATION: | |||||
Noncash acquisition of property and equipment | 86,000 | 55,000 | 30,000 | 260,000 | |
Forgiveness of related party promissory notes | $ 150,000 | $ 20,000 | $ 20,000 | $ 50,000 |
ORGANIZATION AND DESCRIPTION _2
ORGANIZATION AND DESCRIPTION OF BUSINESS | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Q S I Operations Inc | ||
ORGANIZATION AND DESCRIPTION OF BUSINESS | 1. ORGANIZATION AND DESCRIPTION OF BUSINESS Q-SI Operations Inc. (formerly Quantum-Si Incorporated, “Quantum-Si”, the “Company”, “we”, “us” and “our”) was incorporated as a Delaware corporation on June 24, 2013. The Company is a life sciences company with the mission of transforming single molecule analysis and democratizing its use by providing researchers and clinicians access to the proteome. The Company has developed a proprietary universal single molecule detection platform that the Company is applying to proteomics to enable Next Generation Protein Sequencing (“NGPS”). The Company’s platform is comprised of the Carbon™ automated sample preparation instrument, the Platinum™ NGPS instrument, the Quantum-Si Cloud™ software service, and reagent kits and chips for use with its instruments. On February 21, 2021, the Company entered into a business combination agreement with HighCape Capital Acquisition Corp. (“HighCape”), a Special Purpose Acquisition Company. The business combination with HighCape, which was consummated on June 10, 2021, provided all holders of common and preferred stock of the Company with the right to receive a portion of common stock of the combined company. In connection with the closing of the business combination, the Company’s name was changed to Q-SI Operations Inc. and HighCape’s name was changed to Quantum-Si Incorporated. | 1. ORGANIZATION AND DESCRIPTION OF BUSINESS Quantum-Si Incorporated (the “Company”) was incorporated as a Delaware corporation on June 24, 2013. The Company is a life sciences company with the mission of transforming single molecule analysis, and democratizing its use by providing researchers and clinicians access to the proteome. The Company has developed a proprietary universal single molecule detection platform that the Company is applying to proteomics to enable Next Generation Protein Sequencing (“NGPS”). The Company’s platform is comprised of the Carbon™ automated sample preparation instrument, the Platinum™ NGPS instrument, the Quantum-Si Cloud™ software service, and reagent kits and chips for use with its instruments. |
SUMMARY OF SIGNIFICANT ACCOU_21
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 3 Months Ended | 7 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2020 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10‑Q and Regulation S-X of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed and consolidated or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed consolidated financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Company’s Annual Report on Form 10-K/A as filed with the SEC on May 10, 2021. The interim results for the three months ended March 31, 2021 are not necessarily indicative of the results to be expected for the year ending December 31, 2021 or for any future interim periods. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. 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 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 apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated 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 in its operating account as of March 31, 2021 and December 31, 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 March 31, 2021, and December 31, 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 consolidated balance sheets. 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. Warrant Liability The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own common shares and whether the warrant holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. The fair value of Public Warrants issued in connection with the Initial Public Offering have subsequently been measured based on the listed market price of such warrants. For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the statements of operations. The fair value of the private warrants was estimated using a binomial lattice model methodology. 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. 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 March 31, 2021 . The Company is currently not aware of any issues under review that could result 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 statement of operations includes a presentation of income (loss) per share for common shares subject to possible redemption in a manner similar to the two-class method of income (loss) 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, by the weighted average number of Class A redeemable common stock outstanding since original issuance. Net loss per share, basic and diluted, for Class A and B non-redeemable common stock is calculated by dividing the net loss, adjusted for income attributable to Class A redeemable common stock, net of applicable franchise and income taxes, by the weighted average number of Class A and B non-redeemable common stock outstanding for the period. Class A and B non-redeemable common stock includes the Founder Shares as these shares do not have any redemption features and do not participate in the income earned on the Trust Account. The following table reflects the calculation of basic and diluted net income (loss) per common share (in dollars, except per share amounts): March 31, 2021 Redeemable Class A Common Stock Numerator: Earnings allocable to Redeemable Class A Common Stock Interest Income $ 1,729 Income and Franchise Tax (1,729) Net Earnings $ — Denominator: Weighted Average Redeemable Class A Common Stock Redeemable Class A Common Stock, Basic and Diluted 11,500,000 Earnings/Basic and Diluted Redeemable Class A Common Stock $ Non-Redeemable Class A and B Common Stock Numerator: Net Loss minus Redeemable Net Earnings Net Loss $ (10,405,903) Redeemable Net Earnings — Non-Redeemable Net Loss $ (10,405,903) Denominator: Weighted Average Non-Redeemable Class A and B Common Stock Non-Redeemable Class A and B Common Stock, Basic and Diluted (1) 3,280,000 Loss/Basic and Diluted Non-Redeemable Class A and B Common Stock $ (3.17) Note: As of March 31, 2021, basic and diluted shares are the same as there are no non-redeemable securities that are dilutive to the Company’s stockholders. (1) The weighted average non-redeemable common stock for the three months ended March 31, 2021 includes the effect of 405,000 Private Placement Units, which were issued in conjunction with the initial public offering on September 9, 2020. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations 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. The Company has 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 The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying condensed consolidated balance sheets, primarily due to their short-term nature. Recent Accounting Standards Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s unaudited condensed consolidated financial statements. | NOTE 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying financial statements are presented in U.S. dollars and have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the accounting and disclosure rules and regulations of the Securities and Exchange Commission (the “SEC”). Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. 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 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 apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting 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. 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 December 31, 2020, Class A common stock subject to possible redemption are presented as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheet. 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. Warrant Liability The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own common shares and whether the warrant holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the statements of operations. The fair value of the warrants was estimated using a binomial lattice model methodology (see Note 11). 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. 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 December 31, 2020. The Company is currently not aware of any issues under review that could result 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 statement of operations includes a presentation of income (loss) per share for common shares subject to possible redemption in a manner similar to the two-class method of income (loss) 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, by the weighted average number of Class A redeemable common stock outstanding since original issuance. Net loss per share, basic and diluted, for Class A and B non-redeemable common stock is calculated by dividing the net loss, adjusted for income attributable to Class A redeemable common stock, net of applicable franchise and income taxes, by the weighted average number of Class A and B non-redeemable common stock outstanding for the period. Class A and B non-redeemable common stock includes the Founder Shares as these shares do not have any redemption features and do not participate in the income earned on the Trust Account. The following table reflects the calculation of basic and diluted net income (loss) per common share (in dollars, except per share amounts): For the Period From June 10, 2020 (inception) Through December 31, 2020 Redeemable Class A Common Stock Numerator: Earnings allocable to Redeemable Class A Common Stock Interest Income $ 2,152 Income and Franchise Tax (2,152) Net Earnings $ — Denominator: Weighted Average Redeemable Class A Common Stock Redeemable Class A Common Stock, Basic and Diluted 11,500,000 Earnings/Basic and Diluted Redeemable Class A Common Stock $ 0.00 Non-Redeemable Class A and B Common Stock Numerator: Net Loss minus Redeemable Net Earnings Net Loss $ (3,586,390) Redeemable Net Earnings — Non-Redeemable Net Loss $ (3,589,390) Denominator: Weighted Average Non-Redeemable Class A and B Common Stock Non-Redeemable Class A and B Common Stock, Basic and Diluted (1) 3,100,220 Loss/Basic and Diluted Non-Redeemable Class A and B Common Stock $ (1.16) Note: (1) The weighted average non-redeemable common stock for the year ended December 31, 2020 includes the effect of 405,000 Private Placement Units, which were issued in conjunction with the initial public offering on September 9, 2020. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations 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. The Company has 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 The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature. Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: · Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; · Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and · Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging”. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date. Recent Accounting Standards Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements. | |
Q S I Operations Inc | |||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying condensed financial statements include the accounts of the Company and have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the accounting disclosure rules and regulations of the Securities and Exchange Commission (the “SEC”) regarding interim financial reporting. Certain information and note disclosures normally included in the financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to such rules and regulations. These condensed financial statements should be read in conjunction with the financial statements and notes included in the Company’s audited financial statements as of and for the years ended December 31, 2020 and 2019.The condensed balance sheet as of December 31, 2020 included herein was derived from the audited financial statements as of that date, but does not include all disclosures, including certain notes required by U.S. GAAP, on an annual reporting basis. In the opinion of management, the accompanying condensed financial statements reflect all normal recurring adjustments necessary to present fairly the financial position, results of operations, and cash flows for the interim periods. The results for the three months ended March 31, 2021 are not necessarily indicative of the results to be expected for any subsequent quarter, the year ending December 31, 2021, or any other period. Except as described elsewhere in this Note 2 under the heading “Recent Accounting Pronouncements”, there have been no material changes to the Company’s significant accounting policies as described in the audited financial statements as of December 31, 2020 and 2019. COVID‑19 Outbreak The recent outbreak of the novel coronavirus (“COVID‑19”), which was declared a pandemic by the World Health Organization on March 11, 2020 and declared a National Emergency by the President of the United States on March 13, 2020, has led to adverse impacts on the U.S. and global economies and created uncertainty regarding potential impacts on the Company’s operating results, financial condition and cash flows. The COVID‑19 pandemic had, and is expected to continue to have, an adverse impact on the Company’s operations, particularly as a result of preventive and precautionary measures that the Company, other businesses, and governments are taking. Governmental mandates related to COVID‑19 or other infectious diseases, or public health crises, have impacted, and the Company expects them to continue to impact, its personnel and personnel at third-party manufacturing facilities in the United States and other countries, and the availability or cost of materials, which would disrupt or delay the Company’s receipt of instruments, components and supplies from the third parties the Company relies on to, among other things, produce its products currently under development. The COVID‑19 pandemic has also had an adverse effect on the Company’s ability to attract, recruit, interview and hire at the pace the Company would typically expect to support its rapidly expanding operations. To the extent that any governmental authority imposes additional regulatory requirements or changes existing laws, regulations, and policies that apply to the Company’s business and operations, such as additional workplace safety measures, the Company’s product development plans may be delayed, and the Company may incur further costs in bringing its business and operations into compliance with changing or new laws, regulations, and policies. The full extent to which the COVID‑19 pandemic will directly or indirectly impact the Company’s business, results of operations and financial condition, including expenses and research and development costs, will depend on future developments that are highly uncertain, including as a result of new information that may emerge concerning COVID‑19 and the actions taken to contain or treat COVID‑19, as well as the economic impacts. The estimates of the impact on the Company’s business may change based on new information that may emerge concerning COVID‑19 and the actions to contain it or treat its impact and the economic impact on local, regional, national and international markets. While the Company is unable to predict the full impact that the COVID‑19 pandemic will have on the Company’s future results of operations, liquidity and financial condition due to numerous uncertainties, including the duration of the pandemic, and the actions that may be taken by government authorities across the U.S., it is not expected to result in any significant changes in costs going forward. The Company has not incurred any significant impairment losses in the carrying values of the Company’s assets as a result of the COVID‑19 pandemic and is not aware of any specific related event or circumstance that would require the Company to revise its estimates reflected in its financial statements. Liquidity and Going Concern Since its inception, the Company has generated no revenue and has funded its operations primarily with proceeds from the issuance of capital to private investors. As a result, the Company has incurred a significant cash burn and recurring net losses since its inception, which includes a net loss of $11,779 and $10,314 for the three months ended March 31, 2021 and 2020, respectively, and an accumulated deficit of $184,022 and $172,243, as of March 31, 2021 and December 31, 2020, respectively. The Company expects to continue to incur a significant cash burn and recurring net losses for the foreseeable future until such time that the Company can successfully commercialize its products that are currently under development. However, the Company can provide no assurance that such products will be successfully developed and commercialized in the future. Given the closing of the business combination with HighCape on June 10, 2021, as described in Note 1, the Company received gross proceeds of $511,176 million (see Note 13) and as a result, the Company will be able to sustain its operations and meet its obligations as they become due over the next twelve months. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk consist principally of cash and cash equivalents. At March 31, 2021 and December 31, 2020, substantially all the Company’s cash and cash equivalents were invested in money market accounts at one financial institution. The Company also maintains balances in various operating accounts above federally insured limits. The Company has not experienced any losses on such accounts and does not believe it is exposed to any significant credit risk on cash and cash equivalents. Use of Estimates The preparation of the condensed financial statements in conformity with U.S. GAAP requires the Company to make estimates and assumptions about future events that affect the amounts reported in its condensed financial statements and accompanying notes. Future events and their effects cannot be determined with certainty. On an ongoing basis, management evaluates these estimates and assumptions. Significant estimates and assumptions included: · valuation allowances with respect to deferred tax assets; and · assumptions underlying the fair value used in the calculation of the stock-based compensation. The Company bases these estimates on historical and anticipated results and trends and on various other assumptions that the Company believes are reasonable under the circumstances, including assumptions as to future events. Changes in estimates are recorded in the period in which they become known. Actual results could differ from those estimates, and any such differences may be material to the Company’s condensed financial statements. Impairment of Long-Lived Assets The Company reviews its long-lived assets for impairment at least annually or when the Company determines a triggering event has occurred. When a triggering event has occurred, each impairment test is based on a comparison of the future expected undiscounted cash flow to the recorded value of the asset. If the recorded value of the asset is less than the undiscounted cash flow, the asset is written down to its estimated fair value. No impairments were recorded for the three months ended March 31, 2021 and 2020. Recent Accounting Pronouncements Accounting pronouncements issued but not yet adopted In February 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016‑02, Leases (Topic 842), which outlines a comprehensive lease accounting model and supersedes the current lease guidance. The new guidance requires lessees to recognize almost all their leases on the balance sheet by recording a lease liability and corresponding right-of-use assets. It also changes the definition of a lease and expands the disclosure requirements of lease arrangements. As per the latest ASU 2020‑05 issued by FASB, entities who have not yet issued or made available for issuance the financial statements as of June 3, 2020 can defer the new guidance for one year. For public entities, this guidance is effective for annual reporting periods beginning January 1, 2020, including interim periods within that annual reporting period. For the Company, this guidance is effective for annual reporting periods beginning January 1, 2022, and interim reporting periods within annual reporting periods beginning January 1, 2023. The Company is in the process of evaluating the impact that the adoption of this pronouncement will have on its financial statements. In August 2019, the FASB issued ASU 2019‑15, Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement that Is a Service Contract , which aligns the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software (and hosting arrangements that include an internal-use software license). For the Company, this guidance is effective for annual reporting periods beginning January 1, 2021 and interim periods beginning January 1, 2022. The Company is currently evaluating the impact that the adoption of this pronouncement will have on its financial statements. In December 2019, the FASB issued ASU 2019‑12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes . ASU 2019‑12 is intended to simplify various aspects related to accounting for income taxes. For public entities, this guidance is effective for annual reporting periods beginning January 1, 2021, including interim periods within that annual reporting period. For the Company, this guidance is effective for annual reporting periods beginning January 1, 2022 and interim reporting periods within annual reporting periods beginning January 1, 2023. The Company is currently evaluating the impact that the adoption of this pronouncement will have on its financial statements. In August 2020, the FASB issued ASU 2020‑06, Debt-Debt with Conversion and Other Options (Subtopic 470‑20) and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic 815‑40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity , which simplifies the accounting for convertible instruments by removing the separation models for convertible debt with a cash conversion feature and convertible instruments with a beneficial conversion feature. These changes will reduce reported interest expense and increase reported net income for entities that have issued a convertible instrument that was bifurcated according to previously existing rules. ASU 2020‑06 also requires the application of the if-converted method for calculating diluted earnings per share and the treasury stock method will be no longer available. For public entities, this guidance is effective for annual reporting periods beginning January 1, 2022, including interim periods within that annual reporting period. For the Company, this guidance is effective for annual reporting periods beginning January 1, 2024, and interim reporting periods within annual reporting periods beginning January 1, 2024, with early adoption permitted. The Company is currently evaluating the impact that the adoption of ASU 2020‑06 will have on its financial statements. | 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying financial statements include the accounts of the Company and have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the accounting disclosure rules and regulations of the Securities and Exchange Commission (the “SEC”). COVID‑19 Outbreak The recent outbreak of the novel coronavirus (“COVID‑19”), which was declared a pandemic by the World Health Organization on March 11, 2020 and declared a National Emergency by the President of the United States on March 13, 2020, has led to adverse impacts on the U.S. and global economies and created uncertainty regarding potential impacts on the Company’s operating results, financial condition and cashflows. The COVID‑19 pandemic had, and is expected to continue to have, an adverse impact on our operations, particularly as a result of preventive and precautionary measures that we, other businesses, and governments are taking. Governmental mandates related to COVID‑19 or other infectious diseases, or public health crises, have impacted, and we expect them to continue to impact, our personnel and personnel at third-party manufacturing facilities in the United States and other countries, and the availability or cost of materials, which would disrupt or delay our receipt of instruments, components and supplies from the third parties we rely on to, among other things, produce our products. The COVID‑19 pandemic has also had an adverse effect on our ability to attract, recruit, interview and hire at the pace we would typically expect to support our rapidly expanding operations. To the extent that any governmental authority imposes additional regulatory requirements or changes existing laws, regulations, and policies that apply to the Company’s business and operations, such as additional workplace safety measures, the Company’s product development plans may be delayed, and the Company may incur further costs in bringing its business and operations into compliance with changing or new laws, regulations, and policies. The full extent to which the COVID‑19 pandemic will directly or indirectly impact the Company’s business, results of operations and financial condition, including expenses and research and development costs, will depend on future developments that are highly uncertain, including as a result of new information that may emerge concerning COVID‑19 and the actions taken to contain or treat COVID‑19, as well as the economic impacts. The estimates of the impact on the Company’s business may change based on new information that may emerge concerning COVID‑19 and the actions to contain it or treat its impact and the economic impact on local, regional, national and international markets. While we are unable to predict the full impact that the COVID‑19 pandemic will have on our future results of operations, liquidity and financial condition due to numerous uncertainties, including the duration of the pandemic, and the actions that may be taken by government authorities across the US, it is not expected to result in any significant changes in costs going forward. The Company has not incurred any significant impairment losses in the carrying values of our assets as a result of the COVID‑19 pandemic and is not aware of any specific related event or circumstance that would require us to revise our estimates reflected in our financial statements. Liquidity and Going Concern Since its inception, the Company has generated no revenue and has funded its operations primarily with proceeds from the issuance of capital to private investors. As a result, the Company has incurred a significant cash burn and recurring net losses since its inception, which includes a net loss of $36,613 and $35,792 for the years ended December 31, 2020 and 2019, respectively, and an accumulated deficit of $172,243 and $135,630, as of December 31, 2020 and 2019, respectively. The Company expects to continue to incur a significant cash burn and recurring net losses for the foreseeable future until such time that the Company can successfully commercialize its products that are currently under development. However, the Company can provide no assurance that such products will be successfully developed and commercialized in the future. Management anticipates the Company will be able to raise additional capital needed to sustain the Company’s operations and meet its obligations as they become due over the next twelve months upon consummation of the proposed merger with HighCape (See Note 14). However, the Company can provide no assurance the proposed merger will be successfully consummated, or that enough capital will be received to fund the Company’s operations over the next twelve months. If the proposed merger is not successfully consummated or enough capital received, the Company will have to seek other sources of capital, or pursue other strategic alternatives, which could include, among other things, a significant reduction in the Company’s current cost structure, a significant reduction in the Company’s product development strategy, a sale of the Company, or a filing of insolvency or cessation of the Company’s operations. Management believes these uncertainties raise substantial doubt about the Company’s ability to continue as a going concern. The accompanying financial statements have been prepared on the basis that the Company will continue to operate as a going-concern, which contemplates that the Company will be able to realize assets and settle liabilities and commitments in the normal course of business for the foreseeable future. Accordingly, the accompanying financial statements do not include any adjustments that may result from the outcome of these uncertainties. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk consist principally of cash and cash equivalents. At December 31, 2020 and 2019, substantially all the Company’s cash and cash equivalents were invested in money market accounts at one financial institution. The Company also maintains balances in various operating accounts above federally insured limits. The Company has not experienced any losses on such accounts and does not believe it is exposed to any significant credit risk on cash and cash equivalents. Use of Estimates The preparation of the financial statements in conformity with U.S. GAAP requires the Company to make estimates and assumptions about future events that affect the amounts reported in its financial statements and accompanying notes. Future events and their effects cannot be determined with certainty. On an ongoing basis, management evaluates these estimates and assumptions. Significant estimates and assumptions included: · valuation allowances with respect to deferred tax assets; and · assumptions underlying the fair value used in the calculation of the stock-based compensation. The Company bases these estimates on historical and anticipated results and trends and on various other assumptions that the Company believes are reasonable under the circumstances, including assumptions as to future events. Changes in estimates are recorded in the period in which they become known. Actual results could differ from those estimates, and any such differences may be material to the Company’s financial statements. Cash and Cash Equivalents All highly liquid investments purchased with a maturity of three months or less are cash equivalents. At December 31, 2020 and 2019, cash and cash equivalents consist principally of cash and money market accounts. Prepaid Expenses and Other Current Assets Prepaid expenses and other current assets include amounts paid in advance for operating expenses as well as monies to be received from the State of Connecticut for research and development tax credits. These research and development tax credits are exchanged for a cash refund and are typically collected within one year from the date the tax return is filed with the state. The credits are recognized as an offset to research and development expenses in the statement of operations and comprehensive loss in the annual period the corresponding expenses were incurred. Property and Equipment, net Property and equipment are stated at cost less accumulated depreciation and amortization. Depreciation expense is computed using the straight-line method over the estimated useful lives of the related assets. Useful lives of property and equipment are as follows: Property and equipment Estimated useful life Computer equipment 5 years Laboratory equipment 5 years Furnitures and fixtures 7 years Software 3 years Expenditures for major renewals and improvements are capitalized. Expenditures for repairs and maintenance are expensed as incurred. When assets are retired or otherwise disposed of, the cost of these assets and related accumulated depreciation is eliminated from the balance sheet, and any resulting gains or losses are included in the statements of operations and comprehensive loss in the period of disposal. Leases Leases are evaluated and classified as operating leases or capital leases for financial reporting purposes. Leases that meet one or more of the capital lease criteria under this guidance are recorded as capital leases. All other leases are recorded as operating leases. The Company records each capital lease as an asset and an obligation at an amount that is equal to the present value of the minimum lease payments over the lease term. The Company’s operating leases are short term in nature as they have month to month rental terms. The Company expenses monthly rental payments as incurred in general and administrative expenses in the statement of operations and comprehensive loss. Impairment of Long-Lived Assets The Company reviews its long-lived assets for impairment at least annually or when the Company determines a triggering event has occurred. When a triggering event has occurred, each impairment test is based on a comparison of the future expected undiscounted cash flow to the recorded value of the asset. If the recorded value of the asset is less than the undiscounted cash flow, the asset is written down to its estimated fair value. No impairments were recorded for the years ended December 31, 2020 and 2019. Capitalized Software Development Costs The Company has considered costs of software to be sold, leased, or marketed. For the years ended December 31, 2020 and 2019, the Company had not yet achieved technical feasibility and therefore, all costs were expensed in research and development. With respect to costs of software developed for internal use, the Company determined that all costs for the periods ending December 31, 2020 and 2019 were in the preliminary project stage and not eligible for capitalization and therefore expensed as incurred in research and development. Research and Development Research and development expenses primarily consist of personnel costs and benefits including stock- based compensation, facilities-related expenses, consulting and professional fees, fabrication services, software and other outsourcing expenses. Substantially all of the Company’s research and development expenses are related to developing new products and services. Research and development expenses are expensed as incurred. General and Administrative General and administrative expenses primarily consist of personnel costs and benefits including stock- based compensation, patent and filing fees, facilities costs, office expenses and outside services. Outside services consist of professional services, legal and other professional fees. Sales and Marketing Sales and marketing costs primarily consist of personnel costs and benefits including stock-based compensation, advertising, promotional, as well as conferences, meetings and other events. Advertising costs are expensed as incurred. For the years ended December 31, 2020 and 2019, advertising expenses were $87 and $15, respectively. Net Loss per Common Share Basic net loss per common share is calculated by dividing the net loss by the weighted average number of common shares outstanding during the period, without consideration of potentially dilutive securities. Diluted net loss per common share is computed by dividing the net loss attributable to common stockholders by the weighted average number of common shares plus the common equivalent shares of the period, including any dilutive effect from such shares. The Company’s diluted net loss per common share is the same as basic net loss per common share for all periods presented, since the effect of potentially dilutive securities is anti-dilutive. Refer to Note 10, “Net Loss Per Share” for further discussion. Convertible Preferred Stock The Company has applied the guidance in ASC Topic 480‑10‑S99‑3A, SEC Staff Announcement: Classification and Measurement of Redeemable Securities, and has therefore classified the Series A, Series B, Series C, Series D, and Series E Convertible Preferred Stock (“Convertible Preferred Stock”) (see Note 7) as mezzanine equity. The Convertible Preferred Stock was recorded outside of stockholders’ deficit because the Convertible Preferred Stock includes a redemption provision upon a change of control, which is deemed a liquidation event that is considered outside the Company’s control. The Convertible Preferred Stock have been recorded at their original issue price, net of issuance costs. The Company did not adjust the carrying values of the Convertible Preferred Stock to the liquidation price associated with a change of control because a change of control of the Company was not considered probable at either of the reporting dates (see Note 13). Subsequent adjustments to increase or decrease the carrying values to their respective liquidation prices will be made only when it becomes probable that such a change of control will occur. Stock-Based Compensation The measurement of share-based compensation expense for all stock-based payment awards, including stock options granted to employees, directors, and nonemployees, is based on the estimated fair value of the awards on the date of grant. Prior to adoption of Accounting Standards Update (“ASU”) 2018‑07, Compensation — Stock Compensation (Topic 718) on January 1, 2020, stock options granted to nonemployees were accounted for based on their fair value on the measurement date. Stock options granted to nonemployees are subject to periodic revaluation over their vesting terms. As a result, the charge to statements of operations and comprehensive loss for nonemployee options with vesting requirements is affected in each reporting period by a change in the fair value of the option calculated under the Black-Scholes option pricing model. The Company recognizes stock-based compensation expense for stock option grants with only service conditions on a straight-line basis over the requisite service period of the individual grants, which is generally the vesting period, based on the estimated grant date fair values. The Company recognizes stock-based compensation expense for stock option grants subject to non-financing event performance conditions on an accelerated basis as though each separately vesting portion of the award was, in substance, a separate award. Generally, stock options fully vest four years from the grant date and have a term of 10 years. On January 1, 2020, the Company adopted ASU 2018‑07. ASU 2018‑07 aligns the accounting for share-based payment awards issued to employees and nonemployees. Under this new guidance, the existing employee guidance will now apply to nonemployee share-based transactions. This guidance was applied to all new awards granted after the date of adoption, and adoption did not have a material impact on our financial statements or related disclosures. For nonemployee awards that had been issued prior to adoption of ASU 2018‑07 and remained outstanding subsequent to adoption, the Company utilized the adoption date fair value of the nonemployee awards as a substitute for grant date fair value for future compensation expense recognition as permitted under the transition guidance. The Company recognizes the effect of forfeiture in compensation costs based on actual forfeitures when they occur. The fair value of the shares of common stock underlying stock options has historically been determined by the Board of Directors (the “Board”), with input from management and contemporaneous third-party valuations, as there was no public market for the common stock. Given the absence of a public trading market for the Company’s common stock, and in accordance with the American Institute of Certified Public Accountants Practice Aid, Valuation of Privately Held Company Equity Securities Issued as Compensation , the Board exercised reasonable judgment and considered numerous objective and subjective factors to determine the best estimate of the fair value of the Company’s common stock at each option grant date. In valuing the Company’s common stock for 2020 and 2019, the Board determined the value using the market approach-subject company transaction method. Under this method, the Company “solved for” the total equity value which allocates a probability-weighted present value to the Series E convertible preferred stockholders consistent with the investment amount of the financing round that was known at the respective valuation date. Application of this approach involves the use of estimates, judgment and assumptions that are highly complex and subjective, such as market multiples, the selection of comparable companies and the probability of possible future events. Changes in any or all these estimates and assumptions or the relationships among those assumptions could have a material impact on the valuation of the Company’s common stock as of each valuation date. Income Taxes The Company utilizes the asset and liability method of accounting for income taxes, as set forth in ASC Topic 740, Income Taxes . Under this method, deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the carrying amounts and the tax basis of assets and liabilities using the enacted statutory tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. A valuation allowance is established against net deferred tax assets if, based on the weight of available evidence, it is more likely than not that some or all of the net deferred tax assets will not be realized. The Company accounts for uncertainty in income taxes recognized in the financial statements by applying a two-step process to determine the amount of tax benefit to be recognized. First, the tax position must be evaluated to determine the likelihood that it will be sustained upon external examination by the taxing authorities. If the tax position is deemed more-likely-than-not to be sustained, the tax position is then assessed to determine the amount of benefit to recognize in the financial statements. The amount of the benefit that may be recognized is the largest amount that has a greater than 50% likelihood of being realized upon ultimate settlement. The provision for income taxes includes the effects of any resulting tax reserves, or unrecognized tax benefits, that are considered appropriate as well as the related net interest and penalties. As of December 31, 2020 and 2019, the Company had no uncertain tax positions. Recent Accounting Pronouncements Accounting pronouncements adopted In June 2018, the Financial Accounting Standards Board (“FASB”) issued ASU 2018‑07, Compensation — Stock Compensation (Topic 718) . The amendments in this update expand the scope of Topic 718 (“ASC 718”) to include share-based payments to nonemployees. An entity is required to apply the requirements of ASC 718 to nonemployee awards except for specific guidance related to option pricing models and the attribution of cost. The Company adopted such guidance on January 1, 2020 and there was no material effect of adoption on the financial statements. In May 2014, the FASB issued ASU No. 2014‑09, Revenue from Contracts with Customers (Topic 606) , which amends the existing accounting standards for revenue recognition. The FASB has issued several updates to the standard which: (i) clarify the application of the principal versus agent guidance, (ii) clarify the guidance relating to performance obligations and licensing, (iii) clarify the assessment of the collectability criterion, presentation of sales taxes, measurement date for non-cash consideration and completed contracts and (iv) clarify the narrow aspects of Topic 606 or correct unintended application of the guidance (collectively, “ASC 606”). ASC 606 is based on principles that govern the recognition of revenue at an amount to which an entity expects to be entitled when products and/or services are transferred to customers. The new revenue standard may be applied via the full retrospective method to each prior period presented or via the modified retrospective method with the cumulative effect recognized as of the date of adoption. The Company adopted ASU 2014‑09 as of January 1, 2019. The Company has had no revenue and the adoption of this pronouncement had no impact on the Company’s financial statements. Accounting pronouncements issued but not yet adopted In February 2016, the FASB issued ASU 2016‑02, Leases (Topic 842) which outlines a comprehensive lease accounting model and supersedes the current lease guidance. The new guidance requires lessees to recognize almost all their leases on the balance sheet by recording a lease liability and corresponding right-of- use assets. It also changes the definition of a lease and expands the disclosure requirements of lease arrangements. As per the latest ASU 2020‑05 issued by FASB, the entities who have not yet issued or made available for issuance the financial statements as of June 3, 2020 can defer the new guidance for one year. For public entities, this guidance is effective for annual reporting periods beginning January 1, 2020, including interim periods within that annual reporting period. For the Company, this guidance is effective for annual reporting periods beginning January 1, 2022, and interim reporting periods within annual reporting periods beginning January 1, 2023. The Company is in the process of evaluating the impact that the adoption of this pronouncement will have on the Company’s financial statements and disclosures. In August 2019, the FASB issued ASU 2019‑15, Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement that Is a Service Contract , which aligns the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software (and hosting arrangements that include an internal-use software license). For the Company, this guidance is effective for annual reporting periods beginning January 1, 2021 and interim periods beginning January 1, 2022. The Company is currently evaluating the impact that the adoption of this pronouncement will have on the Company’s financial statements and disclosures. In December 2019, the FASB issued ASU 2019‑12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes . The ASU is intended to simplify various aspects related to accounting for income taxes. For public entities, this guidance is effective for annual reporting periods beginning January 1, 2021, including interim periods within that annual reporting period. For the Company, this guidance is effective for annual reporting periods beginning January 1, 2022 and interim reporting period within annual reporting period beginning January 1, 2023. The Company is currently evaluating the impact that the adoption of this pronouncement will have on the Company’s financial statements. In August 2020, the FASB issued ASU 2020‑06, Debt-Debt with Conversion and Other Options (Subtopic 470‑20) and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic 815‑40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity , which simplifies the accounting for convertible instruments by removing the separation models for convertible debt with a cash conversion feature and convertible instruments with a beneficial conversion feature. These changes will reduce reported interest expense and increase reported net income for entities that have issued a convertible instrument that was bifurcated according to previously existing rules. ASU 2020‑06 also requires the application of the if-converted method for calculating diluted earnings per share and the treasury stock method will be no longer available. For public entities, this guidance is effective for annual reporting periods beginning January 1, 2022, including interim periods within that annual reporting period. For the Company, this guidance is effective for annual reporting periods beginning January 1, 2024, and interim reporting periods within annual reporting periods beginning January 1, 2024, with early adoption permitted. The Company is currently evaluating the impact that the adoption of ASU 2020‑06 will have on its financial statements. |
FAIR VALUE OF FINANCIAL INSTR_3
FAIR VALUE OF FINANCIAL INSTRUMENTS | 3 Months Ended | 7 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2020 | |
FAIR VALUE OF FINANCIAL INSTRUMENTS | NOTE 9. FAIR VALUE MEASUREMENTS At March 31, 2021 and December 31, 2020, assets held in the Trust Account were comprised of $115,003,881 and $115,002,152 in money market funds, which are invested in U.S. Treasury Securities, respectively. During the three months ended March 31, 2021 and year ended December 31, 2020, the Company did not withdraw any interest income from the Trust Account. The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. Level 3: Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability. At March 31, 2021, there were 3,833,333 Public Warrants and 135,000 Private Placement Warrants outstanding. The following table presents information about the Company’s assets that are measured at fair value on a recurring basis at March 31, 2021 and December 31, 2020 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: March 31, December 31, Description Level 2021 2020 Assets: Cash and cash equivalents held in Trust Account – U.S. Treasury Securities Money Market Fund 1 $ 115,003,880 $ 115,002,152 Liabilities: Warrant Liability – Public Warrants 1 $ 12,534,999 $ 4,370,000 Warrant Liability – Private Placement Warrants 3 $ 510,300 $ 115,250 The following table presents the changes in the fair value of warrant liabilities: Private Placement Public Warrant Liabilities Fair value as January 1, 2021 $ 155,250 $ 4,370,000 $ 4,525,250 Change in valuation inputs or other assumptions 355,050 8,164,999 8,520,049 Fair value as of March 31, 2021 $ 510,300 $ 12,534,999 $ 13,045,299 There were no transfers in or out of Level 3 from other levels in the fair value hierarchy. The key inputs into the binomial lattice simulation model for the Private Placement Warrants were as follows at March 31, 2021 and December 31, 2020: March December Input 31, 2021 31, 2020 Risk-free interest rate 0.94 % % Trading days per year 252 252 Expected volatility 34.0 % % Exercise price $ 11.50 $ 11.50 Stock Price $ $ | NOTE 11. FAIR VALUE MEASUREMENTS At December 31, 2020, assets held in the Trust Account were comprised of $115,002,152 in money market funds, which are invested in U.S. Treasury Securities. During the period from June 10, 2020 (inception) through December 31, 2020, the Company did not withdraw any interest income from the Trust Account. The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1: Level 2: Level 3: The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis at December 31, 2020 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value. December 31, Level 2020 Assets: Cash and cash equivalents held in Trust Account – U.S. Treasury Securities Money Market Fund 1 $ 115,002,152 Liabilities: Warrant Liability - Public Warrants 1 $ 4,370,000 Warrant Liability - Private Placement Warrants 3 $ 155,250 The Warrants were accounted for as liabilities in accordance with ASC 815-40 and are presented within warrant liabilities on our balance sheet. The warrant liabilities are measured at fair value at inception and on a recurring basis, with changes in fair value presented within change in fair value of warrant liabilities in the statement of operations. The Private Placement Warrants were initially valued using a binomial lattice model, which is considered to be a Level 3 fair value measurement. The binomial lattice model’s primary unobservable input utilized in determining the fair value of the Private Placement Warrants is the expected volatility of the common stock. The expected volatility as of the IPO date was derived from observable public warrant pricing on comparable ‘blank-check’ companies without an identified target. The expected volatility as of subsequent valuation dates will be implied from the Company’s own public warrant pricing. A binomial lattice model methodology was also used in estimating the fair value of the Public Warrants for periods where no observable traded price was available, using the same expected volatility as was used in measuring the fair value of the Private Placement Warrants. For periods subsequent to the detachment of the Warrants from the Units, the close price of the Public Warrant price will be used as the fair value as of each relevant date. As of December 31, 2020, the significant assumptions used in preparing the option pricing model for valuing the warrant liability of the Private Placement Warrants include (i) volatility of 18.6%, (ii) risk-free interest rate of 0.41%, (iii) strike price ($11.50), (iv) fair value of common stock ($10.15), and (v) expected life of 4.4 years. The key inputs into the binomial lattice simulation model for the Private Placement Warrants and Public Warrants were as follows at initial measurement, September 30, 2020 and December 31, 2020 (Private Warrants only): September 9, 2020 (Initial September 30, December 31, Input Measurement) 2020 2020 Risk-free interest rate 0.34 % 0.34 % 0.34 % Trading days per year 252 252 252 Expected volatility 27.0 % 27.0 % 27.0 % Exercise price $ 11.50 $ 11.50 $ 11.50 Stock Price $ 10.00 $ 10.00 $ 10.00 The following table presents the changes in the fair value of warrant liabilities: Private Placement Public Warrant Liabilities Fair value as of June 10, 2020 (inception) $ — $ — $ — Initial measurement on September 9, 2020 48,600 1,380,000 1,428,600 Change in valuation inputs or other assumptions 106,650 2,990,000 3,096,650 Fair value as of December 31, 2020 $ 155,250 $ 4,370,000 $ 4,525,250 On October 26, 2020, our Publicly Warrants were separated from our Units and began trading, at which point the Warrant Liability related to the Publicly Warrants transferred from a Level 3 liability to a Level 1 liability. The value of the Publicly Warrants upon transfer was $3,545,833. The value of the Public Warrants at 12/31/20 was $4,370,000. | |
Q S I Operations Inc | |||
FAIR VALUE OF FINANCIAL INSTRUMENTS | 3. FAIR VALUE OF FINANCIAL INSTRUMENTS Fair value estimates of financial instruments are made at a specific point in time, based on relevant information about financial markets and specific financial instruments. As these estimates are subjective in nature, involving uncertainties and matters of significant judgment, they cannot be determined with precision. Changes in assumptions can significantly affect estimated fair value. The Company measures fair value as the price that would be received to sell an asset or paid to transfer a liability (an exit price) in an orderly transaction between market participants at the reporting date. The Company utilizes a three-tier hierarchy, which prioritizes the inputs used in the valuation methodologies in measuring fair value: · 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. The carrying value of cash and cash equivalents, notes receivable, accounts payable and accrued expenses and other current liabilities approximates their fair values due to the short-term or on demand nature of these instruments. There were no transfers between fair value measurement levels during the three months ended March 31, 2021. The Company had $25,510 and $36,040 of money market funds included in cash and cash equivalents as of March 31, 2021 and December 31, 2020, respectively. These assets were valued using quoted market prices and accordingly were classified as Level 1. The fair value of the notes payable using Level 2 inputs was deemed to approximate carrying value as of March 31, 2021. The Company has no assets or liabilities valued with Level 3 inputs. | 3. FAIR VALUE OF FINANCIAL INSTRUMENTS Fair value estimates of financial instruments are made at a specific point in time, based on relevant information about financial markets and specific financial instruments. As these estimates are subjective in nature, involving uncertainties and matters of significant judgment, they cannot be determined with precision. Changes in assumptions can significantly affect estimated fair value. The Company measures fair value as the price that would be received to sell an asset or paid to transfer a liability (an exit price) in an orderly transaction between market participants at the reporting date. The Company utilizes a three-tier hierarchy, which prioritizes the inputs used in the valuation methodologies in measuring fair value: · 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. The Company has no assets or liabilities valued with Level 3 inputs. The carrying value of cash and cash equivalents, notes receivable, accounts payable and accrued expenses and other current liabilities approximates their fair values due to the short-term or on demand nature of these instruments. There were no transfers between fair value measurement levels during the years ended December 31, 2020 and 2019. The Company had $36,040 and $31,895 of money market funds included in cash and cash equivalents as of December 31, 2020 and 2019, respectively. These assets were valued using quoted market prices and accordingly were classified as Level 1. The fair value of the notes payable using Level 2 inputs was deemed to approximate carrying value as of December 31, 2020. |
PROPERTY AND EQUIPMENT, NET_2
PROPERTY AND EQUIPMENT, NET | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Q S I Operations Inc | ||
PROPERTY AND EQUIPMENT, NET | 4. PROPERTY AND EQUIPMENT, NET Property and equipment, net, are recorded at historical cost and consist of the following: March 31, December 31, 2021 2020 Laboratory equipment $ 4,440 $ 4,245 Computer equipment 772 765 Software 144 136 Furniture and fixtures 46 47 Construction in process 382 35 5,784 5,228 Less: Accumulated Depreciation (3,445) (3,232) Property and equipment, net $ 2,339 $ 1,996 Depreciation and amortization expense amounted to $213 and $229 for the three months ended March 31, 2021 and 2020, respectively. | 4. PROPERTY AND EQUIPMENT, NET Property and equipment, net, are recorded at historical cost and consist of the following at December 31: 2020 2019 Laboratory equipment $ 4,245 $ 3,983 Computer equipment 765 737 Software 136 116 Furniture and fixtures 47 47 Construction in process 35 9 5,228 4,892 Less: Accumulated depreciation and amortization (3,232) (2,341) Property and equipment, net $ 1,996 $ 2,551 Depreciation and amortization expense amounted to $894 and $780 for the years ended December 31, 2020 and 2019, respectively. |
ACCRUED EXPENSES AND OTHER CU_4
ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Q S I Operations Inc | ||
ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES | 5. ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES Accrued expenses and other current liabilities consist of the following: March 31, December 31, 2021 2020 Salary and bonus $ 587 $ 511 Contracted service 1,276 399 Legal fees 1,019 447 Other 39 68 Total accrued expenses and other current liabilities $ 2,921 $ 1,425 | 5. ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES Accrued expenses and other current liabilities consist of the following at December 31: 2020 2019 Salary and bonus $ 511 $ 110 Contracted services 399 374 Legal fees 447 467 Other 68 63 Total accrued expenses and other current liabilities $ 1,425 $ 1,014 |
NOTES PAYABLE_2
NOTES PAYABLE | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Q S I Operations Inc | ||
NOTES PAYABLE | 6. NOTES PAYABLE The Company received loan proceeds of $1,749 under the Paycheck Protection Program (“PPP”). The PPP loan is evidenced by a promissory note dated August 10, 2020. The PPP, established as part of the Coronavirus Aid, Relief and Economic Security Act (“CARES Act”), provides loans to qualifying businesses for amounts up to 2.5 times the average monthly payroll expenses of the qualifying business. The Company used the loan proceeds for eligible purposes, including payroll, benefits, rent and utilities, and maintains its payroll levels. The interest rate on the PPP loan is 1% per annum and no payments of principal or interest are due during the ten-month period following the consummation of the PPP loan (the “Deferment Period”). The Company could request partial or full forgiveness of the PPP loan. If the PPP loan was not forgiven or partially forgiven, then the Company would be notified and provided details of the monthly repayment amount with a maximum term of five years. If the Company did not apply for forgiveness during the Deferment Period, then repayment would automatically commence at the end of the Deferment Period according to the terms provided by the lender with a maximum term of five years. The PPP loan was unsecured and guaranteed by the Small Business Administration and was subject to any new guidance and new requirements released by the Department of the Treasury. In connection with the closing of the business combination discussed in Note 1, the Company repaid the loan in full. The Company is accounting for the loan as debt (See Note 13). | 6. NOTES PAYABLE The Company received loan proceeds of $1,749 under the Paycheck Protection Program (“PPP”). The PPP loan is evidenced by a promissory note dated August 10, 2020. The PPP, established as part of the Coronavirus Aid, Relief and Economic Security Act (“CARES Act”), provides loans to qualifying businesses for amounts up to 2.5 times of the average monthly payroll expenses of the qualifying business. The Company used the loan proceeds for eligible purposes, including payroll, benefits, rent and utilities, and maintains its payroll levels. The interest rate on the PPP loan is 1% per annum and no payments of principal or interest are due during the ten-month period following the consummation of the PPP loan (the “Deferment Period”). The Company may request for partial or full forgiveness of the PPP loan. If the PPP loan is not forgiven or partially forgiven, then the Company will be notified and provided details of the monthly repayment amount with a maximum term of five years. If the Company does not apply for forgiveness during the Deferment Period, then repayment will automatically commence at the end of the Deferment Period according to the terms provided by the lender with a maximum term of five years. The PPP loan is unsecured and guaranteed by the Small Business Administration and is subject to any new guidance and new requirements released by the Department of the Treasury. Subject to and following the closing of the business combination discussed in Note 14, the Company intends to repay the loan in full. The Company is accounting for the loan as debt. |
CONVERTIBLE PREFERRED STOCK_2
CONVERTIBLE PREFERRED STOCK | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Q S I Operations Inc | ||
CONVERTIBLE PREFERRED STOCK | 7. CONVERTIBLE PREFERRED STOCK The Company has issued five series of Convertible Preferred Stock, Series A through Series E. The following table summarizes the authorized, issued and outstanding Convertible Preferred Stock of the Company as of March 31, 2021 and December 31, 2020: March 31, 2021 Total Year of Issuance Shares Proceeds or Initial Liquidation Class Price per Shares Issued and Exchange Issuance Net Carrying Price per Class Issuance share Authorized Outstanding Value Costs Value share Series A 2013 $ 0.04 25,000,000 25,000,000 $ 1,000 $ — $ 1,000 $ 0.80 Series B 2015 0.80 31,250,000 31,250,000 25,000 — 25,000 0.80 Series C 2015-2016 4.61 8,164,323 8,164,323 37,638 328 37,310 4.61 Series D 2017 4.71 12,738,853 12,738,853 60,000 414 59,586 4.71 Series E 2018 - 2020 5.36 14,925,373 13,636,092 73,089 175 72,914 5.36 92,078,549 90,789,268 December 31, 2020 Total Year of Issuance Shares Proceeds or Initial Liquidation Class Price per Shares Issued and Exchange Issuance Net Carrying Price per Class Issuance share Authorized Outstanding Value Costs Value share Series A 2013 $ 0.04 25,000,000 25,000,000 $ 1,000 $ — $ 1,000 $ 0.80 Series B 2015 0.80 31,250,000 31,250,000 25,000 — 25,000 0.80 Series C 2015-2016 4.61 8,164,323 8,164,323 37,638 328 37,310 4.61 Series D 2017 4.71 12,738,853 12,738,853 60,000 414 59,586 4.71 Series E 2018 - 2020 5.36 14,925,373 13,636,092 73,089 171 72,918 5.36 92,078,549 90,789,268 | 7. CONVERTIBLE PREFERRED STOCK The Company has issued five series of Convertible Preferred Stock, Series A through Series E. The following table summarizes the authorized, issued and outstanding Convertible Preferred Stock of the Company as of December 31, 2020 (in thousands, except share and per share information): Initial Shares Issued Total Proceeds Liquidation Year of Issuance Price Shares and or Exchange Issuance Net Carrying Price Class Issuance per share Authorized Outstanding Value Costs Value per share Series A 2013 $0.04 25,000,000 25,000,000 $ 1,000 $ — $ 1,000 $0.80 Series B 2015 0.80 31,250,000 31,250,000 25,000 — 25,000 0.80 Series C 2015 – 2016 4.61 8,164,323 8,164,323 37,638 328 37,310 4.61 Series D 2017 4.71 12,738,853 12,738,853 60,000 414 59,586 4.71 Series E 2018 – 2020 5.36 14,925,373 13,636,092 73,089 171 72,918 5.36 92,078,549 90,789,268 The following table summarizes the authorized, issued and outstanding Convertible Preferred Stock of the Company as of December 31, 2019 (in thousands, except for share and per share information): Initial Shares Issued Total Proceeds Liquidation Year of Issuance Price Shares and or Exchange Issuance Net Carrying Price Class Issuance per share Authorized Outstanding Value Costs Value per share Series A 2013 $0.04 25,000,000 25,000,000 $ 1,000 $ — $ 1,000 $0.80 Series B 2015 0.80 31,250,000 31,250,000 25,000 — 25,000 0.80 Series C 2015 – 2016 4.61 8,164,323 8,164,323 37,638 328 37,310 4.61 Series D 2017 4.71 12,738,853 12,738,853 60,000 414 59,586 4.71 Series E 2018 – 2019 5.36 7,233,604 7,048,394 37,779 120 37,659 5.36 84,386,780 84,201,570 The powers, preferences, rights, qualifications, limitations and restrictions of the shares of Convertible Preferred Stock are as follows: Dividends Dividends shall accrue to holders of the Convertible Preferred Stock at the rate of 8% of the original issue price for the applicable series of Convertible Preferred Stock, per annum subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization, reclassification and other similar events payable only when, and if, declared by the Board. The right to receive dividends on Convertible Preferred Stock are not cumulative, and therefore, if not declared in any year, the right to such dividends shall terminate and shall not carry forward into the next year. There have been no dividends declared to date. Liquidation Rights In the event of any liquidation, dissolution or winding up of the Company, whether voluntary or involuntary or a deemed liquidation event (which includes a merger, the sale of all of the Company’s assets, or a change of control) (each a “Liquidation Event”), the holders of the Convertible Preferred Stock are entitled to be paid out of the assets of the Company available for distribution to stockholders, pari passu, at a liquidation price per share equal to the greater of: (1) the Initial Liquidation Price of such Convertible Preferred Stock, plus any declared and unpaid dividends or (2) an amount that would have been payable had all the shares of the Convertible Preferred Stock been converted into the Common Stock. These payments will be made to or set aside prior to the holders of shares of any other class or series of capital stock that is not, by its terms, senior to the Convertible Preferred Stock. Voting Rights The holders of shares of the Convertible Preferred Stock shall be entitled to vote on all matters on which the holders of shares of the Common Stock shall be entitled to vote. Each holder of record of shares of Series A Convertible Preferred Stock shall be entitled to ten votes per share of Special-Voting Common Stock into which such Series A Convertible Preferred Stock are convertible, as discussed below under Conversion, on all matters to be voted on by the Company’s stockholders. Each holder of record of shares of Series B Convertible Preferred Stock, Series C Convertible Preferred Stock, Series D Convertible Preferred Stock and Series E Convertible Preferred Stock shall be entitled to one vote per share of Common Stock into which such Series B Convertible Preferred Stock, Series C Convertible Preferred Stock, Series D Convertible Preferred Stock, and Series E Convertible Preferred Stock are convertible, as discussed below under Conversion, on all matters to be voted on by the Company’s stockholders. The holders of Convertible Preferred Stock and the holders of Common Stock shall vote together and not as separate classes. There shall be no series voting. Conversion Each share of Series A Convertible Preferred Stock is convertible, at the option of the holder, at any time after the date of issuance of such share, into shares of Special-Voting Common Stock ona1 to1 conversion rate subject to customary anti-dilution adjustments and upon the issuance of additional common shares for no consideration or consideration less than the conversion price of the Series A Convertible Preferred Stock. Each share of Series B Convertible Preferred Stock, Series C Convertible Preferred Stock, Series D Convertible Preferred Stock and Series E Convertible Preferred Stock shall be convertible, at the option of the holder, at any time after the date of issuance into shares of Common Stock ona1 to1 conversion rate subject to customary anti-dilution adjustments and upon the issuance of additional common shares for no consideration or consideration less than the conversion price of the respective series of Convertible Preferred Stock, which is equal to the original issuance price for each series of Convertible Preferred Stock. Upon the earlier to occur of (i) election of the Convertible Preferred Stock by (A) the consent or vote of the majority holders of the Convertible Preferred Stock (voting together as a single class and not as separate series, and on an as-converted basis) and (B) the consent or vote of the majority holders of Series C Convertible Preferred Stock, Series D Convertible Preferred Stock and Series E Convertible Preferred Stock (voting together as a single class, and on an as-converted basis) or (ii) the closing of a firm commitment underwritten initial public offering pursuant to an effective registration statement filed under the Securities Act of 1933 covering the offer and sale of shares of Common Stock in which the aggregate gross proceeds to the Corporation are at least $80,000 at a public offering price per share equal to at least three times the Series D Convertible Preferred Stock Conversion Price of $4.71 (1) each share of Series A Convertible Preferred Stock shall automatically be converted into shares of Special-Voting Common Stock ona1 for 1 basis, (2) each share of Series B Convertible Preferred Stock shall automatically be converted into Common Stock ona1 for1 basis, (3) each share of Series C Convertible Preferred Stock shall automatically be converted into Common Stock ona1 for1 basis, (4) each share of Series D Convertible Preferred Stock shall automatically be converted into Common Stock on a 1 for 1 basis and (5) each share of Series E Convertible Preferred Stock shall automatically be converted into Common Stock ona1 for1 basis. |
EQUITY INCENTIVE PLAN_2
EQUITY INCENTIVE PLAN | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Q S I Operations Inc | ||
EQUITY INCENTIVE PLAN | 8. EQUITY INCENTIVE PLAN The Company’s 2013 Employee, Director and Consultant Equity Incentive Plan, as amended on November 26, 2020 (the “Plan”), was originally adopted by its Board of Directors and stockholders in September 2013. A summary of the Company’s stock option and restricted stock activity under the Plan is presented in the tables below. Stock option activity During the three months ended March 31, 2021, the Company granted 1,120,000 option awards subject to certain service and performance conditions. The service condition requires the participant’s continued employment with the Company through the applicable vesting date, and the performance condition requires the consummation of a contemplated business combination defined in the option award agreement. For options with performance conditions, stock-based compensation expense is only recognized if the performance conditions become probable to be satisfied. As the performance condition is a business combination, the performance condition will only become probable once consummated. Accordingly, as the business combination did not occur during the three months ended March 31, 2021, the Company has not recorded stock-based compensation expense related to these option awards. A summary of the stock option activity under the Plan is presented in the table below: Weighted Weighted Average Number of Average Exercise Remaining Aggregate Options Price Contractual Term Intrinsic Value Outstanding at December 31, 2020 9,240,930 $ 1.89 6.77 $ 4,094 Granted 1,286,250 6.80 Exercised (728,824) 1.37 Forfeited — — Outstanding at March 31, 2021 9,798,356 $ 2.57 7.16 $ 41,406 Options exercisable at March 31, 2021 6,496,490 $ 1.82 6.25 $ 32,326 Vested and expected to vest at March 31, 2021 9,516,206 $ 2.53 7.11 $ 40,630 Restricted stock activity During the three months ended March 31, 2021, the Company granted 5,041,752 restricted stock awards, including 2,136,000 and 213,600 restricted stock awards to the Company’s Chief Executive Officer and General Counsel, respectively, subject to certain service and performance conditions, and 569,000 restricted stock awards to the Company’s Chief Executive Officer subject to certain service, market, and performance conditions. The service condition for both award types requires the participant’s continued employment with the Company through the applicable vesting date, and the performance condition requires the consummation of a contemplated business combination or financing transaction defined in the award agreement. The market condition requires that the Company’s common stock subsequent to the business combination trades above a specified level for a defined period of time, or that a subsequent financing transaction meets defined pricing thresholds. For restricted stock with performance conditions, stock-based compensation expense is only recognized if the performance conditions become probable to be satisfied. As the performance condition is a business combination or financing transaction, the performance condition will only become probable once consummated. Accordingly, as the business combination or financing transaction did not occur during the three months ended March 31, 2021, the Company has not recorded stock-based compensation expense related to these restricted stock awards. A summary of the restricted stock activity under the Plan is presented in the table below: Number of Weighted Average Shares of Grant-Date Fair Restricted Stock Value Outstanding non-vested restricted stock at December 31, 2020 — Granted 5,610,752 $ 6.53 Repurchased — — Restrictions lapsed — — Outstanding non-vested restricted stock at March 31, 2021 5,610,752 $ 6.53 The Company’s stock-based compensation expense is allocated to the following operating expense categories on the condensed statements of operations and comprehensive loss for the three months ended March 31, 2021 and 2020 as follows: Three months ended March 31, 2021 2020 Research and development $ 340 $ 534 General and administrative 40 49 Sales and marketing 77 59 Total Stock-based compensation expense $ 457 $ 642 | 9. EQUITY INCENTIVE PLAN The Company’s 2013 Employee, Director and Consultant Equity Incentive Plan as amended on November 26, 2020 (the “Plan”), was originally adopted by its Board and stockholders in September 2013. As of January 1, 2019, a total of 16,700,000 shares of Common Stock were reserved for issuance under the Plan; however, in August 2019, upon approval of the stockholders, the amount reserved was increased to 19,000,000, and in November 2020, upon approval of the stockholders, the amount reserved was increased to 22,000,000. The Plan is administered by the Board. The Board may grant restricted stock and options to purchase shares either as incentive stock options or non-qualified stock options. The restricted stock and option grants are subject to certain terms and conditions, option periods and conditions, exercise rights and privileges and are fully discussed in the Plan document. At December 31, 2020, 5,990,137 common shares remain available for issuance under the Plan. No restricted stock was issued during the years ended December 31, 2020 and 2019 and substantially all previously granted restricted stock had been fully vested or cancelled prior to January 1, 2019. An immaterial amount of compensation expense related to restricted stock was recognized during the year ended December 31, 2019 and no compensation expense related to restricted stock was recognized during the year ended December 31, 2020. Stock option activity Each stock option grant carries varying vesting schedules whereby the options become exercisable at the participant’s sole discretion provided they are an employee, director or consultant of the Company on the applicable vesting date. Each option shall terminate not more than ten years from the date of the grant. A summary of the stock option activity under the Plan is presented in the table below: Weighted Weighted Average Average Aggregate Number of Exercise Remaining Intrinsic Options Price Contractual Term Value Outstanding at January 1,2019 77,81,967 $1.61 7.88 $ 7,851 Granted 31,96,721 2.41 Exercised (2,70,997) 0.43 Forfeited (8,13,934) 1.92 Outstanding at December 31, 2019 98,93,757 $1.88 7.72 5,280 Granted 7,90,433 2.31 Exercised (1,44,055) 0.44 Forfeited (12,99,205) 2.19 Outstanding at December 31, 2020 92,40,930 $1.89 6.77 4,094 Options exercisable at December 31, 2019 58,10,260 $1.59 6.76 4,788 Options exercisable at December 31, 2020 69,54,472 $1.76 6.20 3,945 Vested and expected to vest at December 31, 2019 96,57,854 $1.87 7.75 5,251 Vested and expected to vest at December 31, 2020 90,45,548 $1.88 6.73 4,082 The Company received cash proceeds from the exercise of stock options of $63 and $116 during the years ended December 31, 2020 and 2019, respectively. The total intrinsic value (the amount by which the stock price exceeds the exercise price of the option on the date of exercise) of the stock options exercised during the years ended December 31, 2020 and 2019, was $323 and $554 respectively. The weighted- average grant date fair value of options granted during the year ended December 31, 2020 and 2019, was $1.43 and $1.57, respectively. During the years ended December 31, 2020 and 2019, the Company granted 75,000 and 600,000 option awards subject to certain performance conditions, respectively. The performance conditions required the Company to announce at the Advances in Genome Biology and Technology conference (“AGBT”) and commence commercial sales during the year ended December 31, 2020. For options with performance conditions, stock-based compensation expense is only recognized if the performance conditions become probable to be satisfied. Upon becoming probable, the Company recognizes compensation expense equal to the grant date fair value of the option awards over the associated service period. If there are changes in the number of option awards that are expected to vest due to changes in the probability of certain performance conditions being satisfied, an adjustment to stock-based compensation expense will be recognized as a change in accounting estimate in the period that such probability changes. The Company accrued $295 of stock compensation expense during the year ended December 31, 2019 as it believed it was probable the performance conditions would be met. This stock compensation expense was then subsequently reversed during the year ended December 31, 2020 as the performance conditions were determined to be improbable to be met. All of the performance-based awards granted during the years ended December 31, 2020 and 2019 were cancelled on December 31, 2020. In addition to the awards discussed in the aforementioned paragraph, during the year ended December 31, 2019 the Company granted approximately 257,000 option awards subject to a single performance-based condition, the completion of a financing event as defined in the option award agreement. The achievement of the performance condition is not deemed satisfied for the years ended December 31, 2020 and 2019, as the completion of a financing event is not deemed probable until consummated. Thus, the Company has not recorded stock-based compensation expense with regards to these option awards. In accordance with ASC Topic 718, the Company estimates and records the compensation cost associated with the grants described above with an offsetting entry to paid-in capital. The Company utilized the Black- Scholes option pricing model for determining the estimated fair value for service or performance-based stock- based awards. The Black-Scholes option pricing model requires the use of subjective assumptions which determine the fair value of stock-based awards. The assumptions used to value option grants to employees and nonemployees for the year ended December 31, 2020 and employees for the year ended December 31, 2019 were as follows: 2020 2019 Risk free interest rate 0.3% – 0.6% 1.4% – 1.9% Expected dividend yield 0% 0% Expected term 5.0 years – 6.0 years 5.0 years – 6.2 years Expected volatility 70% 70% The assumptions used to value option grants to nonemployees for the year ended December 31, 2019 were as follows: 2019 Risk free interest rate 1.4% – 1.9% Expected dividend yield 0% Expected term 4.0 years – 10.0 years Expected volatility 70% Risk free interest rate The risk free interest rate for periods within the expected term of the awards is based on the U.S. Treasury yield curve in effect at the time of the grant. Expected dividend yield The Company has never declared or paid any cash dividends and does not expect to pay any cash dividends in the foreseeable future. Expected term For employee awards, the Company calculates the expected term using the “simplified” method, which is the simple average of the vesting period and the contractual term. The simplified method is applied as the Company does not have sufficient historical data to provide a reasonable basis for an estimate of the expected term. The Company calculates expected term for employee awards that take into account the effects of employee’s expected exercise and post-vesting employment termination behavior. For nonemployee awards the contractual term is used. Expected volatility As the Company has been privately held since inception, there is no specific historical or implied volatility information available. Accordingly, the Company estimates the expected volatility on the historical stock volatility of a group of similar companies that are publicly traded over a period equivalent to the expected term of the stock- based awards. Point estimates of expected annual equity volatility of 70% for December 31, 2020 and 2019 were selected in the guideline companies’ historical range. Exercise price The exercise price is taken directly from the grant notice issued to employees and nonemployees. The Company’s stock-based compensation expense for employee and nonemployee awards for the periods presented was as follows: 2020 2019 Employee awards $ 1,376 $ 2,021 Nonemployee awards 548 694 Total stock-based compensation expense $ 1,924 $ 2,715 The stock options granted to employees and nonemployees for the periods presented was as follows: 2020 2019 Stock options granted to employees 697,433 2,730,000 Stock options granted to nonemployees 93,000 466,721 Total stock options granted 790,433 3,196,721 The Company’s stock-based compensation expense is allocated to the following operating expense categories on the statements of operations for the years ended December 31, 2020 and 2019 as follows: 2020 2019 Research and development $ 1,290 $ 2,163 General and administrative 324 354 Sales and marketing 310 198 Total stock-based compensation expense $ 1,924 $ 2,715 No related tax benefits of the stock-based compensation expense have been recognized and no related tax benefits have been realized from the exercise of stock options due to the Company’s net operating loss carryforwards. Total unrecognized stock-based compensation expense as of December 31, 2020, was $2,912, which will be recognized over the remaining weighted average vesting period of 2.2 years. |
NET LOSS PER SHARE_2
NET LOSS PER SHARE | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Q S I Operations Inc | ||
NET LOSS PER SHARE | 9. NET LOSS PER SHARE Basic net loss per share is computed by dividing the net loss by the weighted-average number of shares of common stock of the Company outstanding during the period. Diluted net loss per share is computed by giving effect to all common share equivalents of the Company, including outstanding convertible preferred stock and stock options, to the extent dilutive. Basic and diluted net loss per share was the same for each period presented as the inclusion of all common share equivalents would have been anti-dilutive. The following table presents the calculation of basic and diluted net loss per share for the Company’s common stock: Three months ended March 31, 2021 2020 Numerator Net Loss $ (11,779) $ (10,314) Numerator for Basic and Dilutive Net Loss per Share - Loss attributable to Common Stockholders $ (11,779) $ (10,314) Denominator Common Stock 6,932,353 6,696,563 Denominator for Basic and Dilutive Net Loss per Share - Weighted-average Common Stock 6,932,353 6,696,563 Basic and dilutive net loss per share $ (1.70) $ (1.54) Since the Company was in a net loss position for all periods presented, the basic net loss per shares calculation excludes preferred stock as it does not participate in net losses of the Company. Additionally, net loss per share attributable to common stockholders was the same on a basic and diluted basis, as the inclusion of all potential common equivalent shares outstanding would have been anti-dilutive. Anti-dilutive common equivalent shares were as follows: Three months ended March 31, 2021 2020 Outstanding options to purchase common stock 15,409,108 9,635,470 Outstanding convertible preferred stock (Series A through E) 90,789,268 86,125,089 106,198,376 95,760,559 | 10. NET LOSS PER SHARE Basic net loss per share is computed by dividing the net loss by the weighted-average number of shares of common stock of the Company outstanding during the period. Diluted net loss per share is computed by giving effect to all potential shares of common stock of the Company, including convertible preferred stock, outstanding stock options, to the extent dilutive. Basic and diluted net loss per share was the same for each period presented as the inclusion of all potential shares of common stock of the Company outstanding would have been anti-dilutive. The following table presents the calculation of basic and diluted net loss per share for the Company’s common stock: 2020 2019 Numerator: Net Loss $ (36,613) $ (35,792) Numerator for Basic and Dilutive EPS – Loss available to common stockholders $ (36,613) $ (35,792) Denominator: Common Stock 6,715,314 6,453,890 Denominator for Basic and Dilutive EPS – Weighted-average common stock 6,715,314 6,453,890 Basic and dilutive loss per share $ (5.45) $ (5.55) Since the Company was in a net loss position for all periods presented, basic EPS calculation excludes preferred stock as it does not participate in net losses of the Company. Additionally, net loss per share attributable to common stockholders was the same on a basic and diluted basis, as the inclusion of all potential common equivalent shares outstanding would have been anti-dilutive. Anti-dilutive common equivalent shares were as follows: 2020 2019 Outstanding options to purchase common stock 9,240,930 9,893,757 Outstanding convertible preferred stock (Series A through E) 90,789,268 84,201,570 Total anti-dilutive common equivalent shares 100,030,198 94,095,327 |
INCOME TAXES_2
INCOME TAXES | 3 Months Ended | 7 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2020 | |
INCOME TAXES | NOTE 10. INCOME TAX The Company’s net deferred tax asset is summarized as follows as of December 31, 2020: Deferred tax asset Net operating loss carryforward $ 13,427 Organizational costs/startup expenses 41,833 Total deferred tax assets 55,260 Valuation allowance (55,260) Deferred tax asset, net of allowance $ — The income tax provision (benefit) consists of the following for the period June 10, 2020 (inception) through December 31, 2020: Federal Current $ — Deferred (55,260) State Current $ — Deferred — Change in valuation allowance 55,260 Income tax provision $ — As of December 31, 2020, the Company had $63,937 of U.S. federal and state net operating loss carryovers available to offset future taxable income. In assessing the realization of the deferred tax assets, management considers whether it is more likely than not that some portion of all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which temporary differences representing net future deductible amounts become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. After consideration of all of the information available, management believes that significant uncertainty exists with respect to future realization of the deferred tax assets and has therefore established a full valuation allowance. For the period from June 10, 2020 (inception) through December 31, 2020, the change in the valuation allowance was $55,260. A reconciliation of the federal income tax rate to the Company’s effective tax rate at December 31, 2020 is as follows: Statutory federal income tax rate 21.0 % State taxes, net of federal tax benefit 0.0 % Change in fair value of warrant liability (19.5) % Change in valuation allowance (1.5) % Income tax provision 0.0 % The Company files income tax returns in the U.S. federal jurisdiction in various state and local jurisdictions and is subject to examination by the various taxing authorities. | ||
Q S I Operations Inc | |||
INCOME TAXES | 10. INCOME TAXES Income taxes for the three months ended March 31, 2021 and 2020 are recorded at the Company’s estimated annual effective income tax rate, subject to adjustments for discrete events, should they occur. The Company’s estimated annual effective tax rate was 0.0% for the three months ended March 31, 2021 and 2020. The primary reconciling items between the federal statutory rate of 21.0% for these periods and the Company’s overall effective tax rate of 0.0% were related to the effects of deferred state income taxes, nondeductible stock-based compensation, research and development credits, and the valuation allowance recorded against the full amount of its net deferred tax assets. A valuation allowance is required when it is more likely than not that some portion or all of the Company’s deferred tax assets will not be realized. The realization of deferred tax assets depends on the generation of sufficient future taxable income during the period in which the Company’s related temporary differences become deductible. The Company has recorded a full valuation allowance against its net deferred tax assets as of March 31, 2021 and 2020 since management believes that based on the earnings history of the Company, it is more likely than not that the benefits of these assets will not be realized. | 11. INCOME TAXES On March 27, 2020, the CARES Act was enacted which included provisions related to net operating loss (“NOL”) carryovers and carrybacks. The CARES Act amended the NOL carryback rules by allowing NOLs arising in tax years beginning after December 31, 2017 and before January 1, 2021 to be carried back to each of the 5 years preceding the year of the loss to generate a refund of previously paid income taxes. In addition, the CARES Act temporarily removed the 80% limitation under which NOLs generated post‑2017 could be used to offset no more than 80% of taxable income, and allows for full use of such NOLs for tax years before January 1, 2021. The Company has evaluated the relevant provisions of the CARES Act and has determined that it does not expect to recognize any benefit related to these provisions due to its net operating losses in the current year and all prior years. Therefore, there are no income tax effects to be recognized in the financial statements for the year ended December 31, 2020. Significant components of the Company’s deferred tax assets (liabilities) are as follows: As of December 31 2020 2019 Gross deferred tax assets (liabilities): Net operating loss carryforwards $ 42,589 $ 33,333 Tax credit carryforwards 7,178 5,707 Fixed assets (161) (152) Non-deductible stock-based compensation 1,586 1,377 Other 182 176 Total Deferred tax assets $ 51,374 $ 40,441 Valuation allowance (51,374) (40,441) Net deferred tax assets (liabilities) $ — $ — The effective tax rate for the Company for the years ended December 31, 2020 and 2019 was zero percent. A reconciliation of the income tax expense at the federal statutory tax rate to the Company’s effective income tax rate follows: Years Ended December 31 2020 2019 Statutory Tax Rate 21.00 % 21.00 % State taxes, net of federal benefit 6.70 6.50 Federal research and development credit 3.00 2.00 Non-deductible stock-based compensation (0.70) (0.90) Return to provision – permanent items (0.30) — Other 0.20 0.40 Valuation allowance (29.90) (29.00) Effective Tax Rate % % The Company’s effective tax rate for December 31, 2020 differs from the federal statutory tax rate of 21% mainly due to the effect of deferred state income tax benefits resulting from state net operating loss carryforwards and the tax benefits related to research and development tax credits. These benefits to the effective tax rate are fully offset by the increase in the Company’s valuation allowance from the prior year. The Company has established a full valuation allowance against its net deferred tax asset due to the uncertainty of the Company’s ability to generate sufficient taxable income to realize the deferred tax asset, and therefore has not recognized any benefits from the net operating losses, tax credits and other deferred tax assets. The Company’s valuation allowance increased $10,933 and $10,352 for the years ended December 31, 2020 and 2019, respectively. As of December 31, 2020, the Company had the following tax net operating loss carryforwards available to reduce future federal and Connecticut taxable income, and tax credit carryforwards available to offset future federal and Connecticut income taxes: Expire Amount Through Tax net operating loss carryforwards: Federal (pre-2018 NOLs) $ 65,494 Federal (post-2017 NOLs) 92,737 — Connecticut 157,980 Tax credit carryforwards: Federal research and development 5,601 Connecticut research and development 1,969 — Connecticut other 58 Under Internal Revenue Code Section 382, if a corporation undergoes an “ownership change,” the corporation’s ability to use its pre-change net operating loss and tax credit carryforwards to offset its post-change income and tax liabilities may be limited. Generally, an ownership change occurs when certain shareholders increase their aggregated ownership by more than 50 percentage points over their lowest ownership percentage in a testing period (typically three years). The Company commenced a Section 382 analysis to determine whether an ownership change has occurred. Based on its preliminary analysis, the Company believes that it did not experience an ownership change during the period of its inception of June 24, 2013 through December 31, 2020 and its net operating loss and tax credit carryforwards as of December 31, 2020 are not subject to a Section 382 limitation. If future equity offerings or acquisitions that have an equity component of the purchase price result in an ownership change, a Section 382 limitation could be imposed. Any limitation may result in the expiration of a portion of the federal net operating loss or research and development credit carryforwards before utilization, which would reduce the Company’s gross deferred tax assets and corresponding valuation allowance. The Company has adopted the accounting guidance within ASC Topic 740 on uncertainties in income taxes. ASC Topic 740 prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. As of December 31, 2020 and 2019, the Company did not have any unrecognized tax benefits. To the extent penalties and interest would be assessed on any underpayment of income tax, the Company’s policy is that such amounts would be accrued and classified as a component of income tax expense in the financial statements. To date, the Company has not recorded any such interest or penalties. The Company’s primary income tax jurisdictions are the United States and the state of Connecticut. As a result of the Company’s net operating loss carryforwards, the Company’s federal and Connecticut statutes of limitations generally remain open for all tax years until its net operating loss and tax credit carryforwards are utilized or expire prior to utilization. The Company does not currently have any federal or Connecticut income tax examinations in progress. Additionally, as a result of legislation in the state of Connecticut, companies have the opportunity to exchange certain research and development tax credit carryforwards for a cash payment of 65% of the research and development tax credit. The research and development expenses that qualify for Connecticut credits are limited to those costs incurred within Connecticut. The Company has elected to participate in the exchange program and, as a result, has recognized net benefits of $182 and $368 for the year ended December 31, 2020 and 2019, respectively, which is included in research and development expenses in the accompanying statements of operations and comprehensive loss. As of December 31, 2020 and 2019, the Company has recorded $550 and $368 of the research and development tax credit receivables in Prepaid expenses and other current assets, respectively. |
RELATED PARTY TRANSACTIONS_2__4
RELATED PARTY TRANSACTIONS | 3 Months Ended | 7 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2020 | |
RELATED PARTY TRANSACTIONS | NOTE 5. RELATED PARTY TRANSACTIONS Founder Shares On June 10, 2020, the Company issued an aggregate of 2,875,000 shares of Class B common stock to the Sponsor (the “Founder Shares”) 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% 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 A common stock equals 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. 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 certain of the Company’s officers 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 out 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 March 31 , 2021, 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. For the three months ended March 31, 2021, the Company incurred and paid $30,000 in fees for these services. | NOTE 6. RELATED PARTY TRANSACTIONS Founder Shares On June 10, 2020, the Company issued an aggregate of 2,875,000 shares of Class B common stock to the Sponsor (the “Founder Shares”) 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% 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 A common stock equals 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. 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 certain of the Company’s officers 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 out 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 December 31, 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. For the period from June 10, 2020 (inception) through December 31, 2020, the Company incurred and paid $40,000 in fees for these services. | |
Q S I Operations Inc | |||
RELATED PARTY TRANSACTIONS | 11. RELATED PARTY TRANSACTIONS The Company utilizes and subleases office and laboratory space in a building owned by a related party. The Company paid $80 for this space for the three months ended March 31, 2021 and 2020. The Company utilizes and subleases other office and laboratory spaces from 4Catalyzer Corporation (“4C”), a company under common ownership. The Company paid $73 and $46 for these spaces for the three months ended March 31, 2021 and 2020, respectively. The Company also makes payments to 4C to prefund the acquisition of capital assets and these amounts are included in Other assets - related party on the condensed balance sheets. Such prepaid advances were $738 at March 31, 2021 and December 31, 2020. The Company was a party to an Amended and Restated Technology Services Agreement (the “ARTSA”), most recently amended on November 11, 2020, by and among 4C, the Company and other participant companies controlled by the Rothberg family. The Company entered into a First Addendum to the ARTSA on February 17, 2021 pursuant to which the Company agreed to terminate its participation under the ARTSA no later than immediately prior to the effective time of the business combination, resulting in the termination of the Company’s participation under the ARTSA on June 10, 2021. Under the ARTSA, The Company and the other participant companies agreed to share certain non-core technologies, which means any technologies, information or equipment owned or otherwise controlled by the participant company that are not specifically related to the core business area of the participant and subject to certain restrictions on use. The ARTSA also provides for 4C to perform certain services for the Company and each other participant company such as monthly administrative, management and technical consulting services to the Company which were pre-funded approximately once a quarter. The Company incurred expenses of $535 and $380 during the three months ended March 31, 2021 and 2020, respectively. The amounts advanced and due from 4C at March 31, 2021 and December 31, 2020, related to operating expenses was $0 and $13, respectively, and is included in Due from related parties on the condensed balance sheets. The ARTSA also provides for the participant companies to provide other services to each other. The Company also has transactions with other entities under common ownership, which include payments made to third parties on behalf of the Company. The amounts remaining payable at March 31, 2021 and December 31, 2020 are $13 and $28, respectively, and are included in the Due to related parties on the Company’s condensed balance sheets. In addition, the Company has transactions with these other entities under common ownership which include payments made by the Company to third parties on behalf of the other entities and the amounts remaining payable at March 31, 2021 and December 31, 2020 are in the aggregate $88 and $69, respectively, and are reflected in the Due from related parties on the Company’s condensed balance sheets. All amounts are paid or received throughout the year within 30 days after the end of each month. The Company had promissory notes with the President and Chief Operating Officer and other Company employees in amounts totaling $0 and $150 as of March 31, 2021 and December 31, 2020, respectively. | 12. RELATED PARTY TRANSACTIONS The Company utilizes and subleases office and laboratory space in a building owned by a related party. The Company paid $322 and $322 for this space in 2020 and 2019, respectively. The Company utilizes and subleases other office and laboratory spaces from 4Catalyzer Corporation (“4C”), a company under common ownership. The Company paid $155 and $224 for these spaces in 2020 and 2019, respectively. The Company also makes payments to 4C to prefund the acquisition of capital assets and these amounts are included in Other assets — related party on the balance sheet. Such prepaid advances were $738 and $844 at December 31, 2020 and 2019, respectively. The Company is a party to an Amended and Restated Technology Services Agreement (the “ARTSA”), most recently amended on November 11, 2020, by and among 4C, the Company and other participant companies controlled by the Rothberg family. Under the ARTSA, Quantum-Si and the other participant companies agreed to share certain non-core technologies, which means any technologies, information or equipment owned or otherwise controlled by the participant company that are not specifically related to the core business area of the participant and subject to certain restrictions on use. The ARTSA also provides for 4C to perform certain services for Quantum-Si and each other participant company such as monthly administrative, management and technical consulting services to the Company which are pre-funded approximately once a quarter. The Company incurred expenses of $1,516 and $2,214 during the years ended December 31, 2020 and 2019 respectively. The amounts advanced and due from 4C at December 31, 2020 and 2019, related to operating expenses was $13 and $423, respectively, and is included in Due from related parties on the balance sheets. The ARTSA also provides for the participant companies to provide other services to each other. The Company also has transactions with other entities under common ownership, which include payments made to third parties on behalf of the Company. The amounts remaining payable at December 31, 2020 and 2019 are $28 and $44, respectively, and are included in the due to related parties on the Company’s balance sheets. In addition, the Company has transactions with these other entities under common ownership which include payments made by the Company to third parties on behalf of the other entities and the amounts remaining payable at the end of each calendar year are in the aggregate $69 and $15, and are reflected in the due from related parties on the Company’s balance sheets at December 31, 2020 and 2019, respectively. All amounts are paid or received throughout the year within 30 days after the end of each month. The Company has promissory notes with the President and Chief Operating Officer and other Company employees in amounts totaling $150 and $170 as of December 31, 2020 and 2019, respectively. The promissory notes bear interest at a rate ranging between 0.65% and 2.37% per annum and have maturity dates through June 1, 2021. |
COMMITMENTS AND CONTINGENCIES_6
COMMITMENTS AND CONTINGENCIES | 3 Months Ended | 7 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2020 | |
COMMITMENTS AND CONTINGENCIES | NOTE 6. COMMITMENTS AND CONTINGENCIES Risks and Uncertainties Management continues 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 and/or search for a target company, the specific impact is not readily determinable as of the date of the financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Registration Rights Pursuant to a registration rights agreement entered into on September 3, 2020, the holders of the Founder Shares, Private Placement Units, Private Placement Shares, Private Placement Warrants and securities that may be issued upon conversion of Working Capital Loans (and any Class A common stock issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans and upon conversion of the Founder Shares) are entitled to registration rights, requiring the Company to register such securities and any other securities of the Company acquired by them prior to the consummation of a Business Combination for resale. The holders of these securities will be entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of a Business Combination. The registration rights agreement does not contain liquidating damages or other cash settlement provisions resulting from delays in registering the Company’s securities. The Company will bear the expenses incurred in connection with the filing of any such registration statements. 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. Business Combination Agreement On February 18, 2021, HighCape Capital Acquisition Corp. (“HighCape” or the “Company”), entered into a business combination agreement, by and among HighCape, Tenet Merger Sub, Inc., a wholly owned subsidiary of HighCape (“Merger Sub”), and Quantum-SI Incorporated (“Quantum-SI”) (as it may be amended, supplemented or otherwise modified from time to time, the “Business Combination Agreement”). The Business Combination Agreement provides for, among other things, the following: on the closing date of the Business Combination (the “Closing Date”), Merger Sub will merge with and into Quantum-SI at the Effective Time, with Quantum-SI as the surviving corporation in the Business Combination and, after giving effect to the Merger, Quantum-SI will be a wholly-owned subsidiary of HighCape. As a consequence of the Merger, at the Effective Time, (i) each share of Quantum-SI capital stock (other than shares of Quantum-SI Series A preferred stock) issued and outstanding as of immediately prior to the Effective Time will become the right to receive a number of shares of New Quantum-SI Class A common stock equal to the Exchange Ratio, as defined in the Business Combination Agreement, (ii) each share of Quantum-SI Series A preferred stock issued and outstanding as of immediately prior to the Effective Time will become the right to receive a number of shares of New Quantum-SI Class B common stock equal to the Exchange Ratio, (iii) each option to purchase shares of Quantum-SI common stock, whether vested or unvested, that is outstanding and unexercised as of immediately prior to the Effective Time will be assumed by New Quantum-SI and will automatically become an option (vested or unvested, as applicable) to purchase a number of shares of New Quantum-SI Class A common stock equal to the number of shares of Quantum-SI common stock subject to such option immediately prior to the Effective Time multiplied by the Exchange Ratio, and (iv) each Quantum-SI restricted stock unit outstanding immediately prior to the Effective Time will be assumed by New Quantum-SI and will automatically become a restricted stock unit with respect to a number of shares of New Quantum-SI Class A common stock. The Business Combination Agreement contains customary representations, warranties and covenants by the parties thereto and the Closing is subject to certain conditions as further described in the Business Combination Agreement. Concurrently with the execution of the Business Combination Agreement, HighCape has entered into subscription agreements, dated as of February 18, 2021 (the “PIPE Investor Subscription Agreements”), with certain institutional and accredited investors (the “PIPE Investors”), pursuant to which the PIPE Investors have agreed to subscribe for and purchase, and HighCape has agreed to issue and sell to the PIPE Investors, immediately prior to the Closing, an aggregate of 42,500,000 shares of HighCape Class A common stock at a price of $10.00 per share (the “PIPE Financing”), for aggregate gross proceeds of $425,000,000. Concurrently with the execution of the Business Combination Agreement, HighCape has entered into subscription agreements, dated as of February 18, 2021 (the “Subscription Agreements”), with certain affiliates of Foresite (the “Foresite Funds”), pursuant to which the Foresite Funds will be issued 696,250 shares of HighCape Class A common stock at a price of $0.001 per share for aggregate gross proceeds of $696.25 after a corresponding number of shares of HighCape Class B Common Stock are irrevocably forfeited by the Sponsor to HighCape for no consideration and automatically cancelled. | NOTE 7. COMMITMENTS AND CONTINGENCIES Risks and Uncertainties Management continues 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 and/or search for a target company, the specific impact is not readily determinable as of the date of the financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Registration Rights Pursuant to a registration rights agreement entered into on September 3, 2020, the holders of the Founder Shares, Private Placement Units, Private Placement Shares, Private Placement Warrants and securities that may be issued upon conversion of Working Capital Loans (and any Class A common stock issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans and upon conversion of the Founder Shares) are entitled to registration rights, requiring the Company to register such securities and any other securities of the Company acquired by them prior to the consummation of a Business Combination for resale. The holders of these securities will be entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of a Business Combination. The registration rights agreement does not contain liquidating damages or other cash settlement provisions resulting from delays in registering the Company’s securities. The Company will bear the expenses incurred in connection with the filing of any such registration statements. 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. | |
Q S I Operations Inc | |||
COMMITMENTS AND CONTINGENCIES | 12. COMMITMENTS AND CONTINGENCIES Commitments Capital leases The Company operates equipment under a capital lease-to-own agreement. The total value of the equipment acquired through capital lease arrangements was $124. Total interest expense was $1 and $2 during the three months ended March 31, 2021 and 2020, respectively. The remaining unamortized balance of the lease obligation balance of $13 is recorded in accrued expenses and other current liabilities on the condensed balance sheet at March 31, 2021. This remaining balance is due in 2021. Licenses related to certain intellectual property The Company licenses certain intellectual property, some of which may be utilized in its future product offering. To preserve the right to use such intellectual property, the Company is required to make annual minimum fixed payments totaling $220. Once the Company commercializes and begins to generate revenues, there will be royalties payable by the Company based on the current anticipated utilization. Other commitments The Company sponsors a 401(k) defined contribution plan covering all eligible U.S. employees. Contributions to the 401(k) plan are discretionary. The Company did not make any matching contributions to the 401(k) plan for the three months ended March 31, 2021 and 2020. Contingencies The Company does not have any outstanding or ongoing litigation and legal matters. The Company enters into agreements that contain indemnification provisions with other parties in the ordinary course of business, including business partners, investors, contractors, and the Company’s officers, directors and certain employees. The Company has agreed to indemnify and defend the indemnified party claims and related losses suffered or incurred by the indemnified party from actual or threatened third-party claim because of the Company’s activities or non-compliance with certain representations and warranties made by the Company. It is not possible to determine the maximum potential loss under these indemnification provisions due to the Company’s limited history of prior indemnification claims and the unique facts and circumstances involved in each particular provision. To date, losses recorded in the Company’s condensed statements of operations and comprehensive loss in connection with the indemnification provisions have not been material. On March 29, 2021, the Company entered into an agreement with a third-party service provider pursuant to which we paid them $3,800 in connection with the closing of the business combination with HighCape discussed in Note 1. | 13. COMMITMENTS AND CONTINGENCIES Commitments Capital leases: The Company operates equipment under a capital lease-to-own agreement. Total value of the equipment acquired through capital lease arrangements was $124. Total interest expense was $6 and $5 in 2020 and 2019, respectively. The remaining unamortized balance of the lease obligation balance of $28 is recorded in accrued expenses and other current liabilities on the balance sheet at December 31, 2020. This remaining balance is due in 2021. Licenses related to certain intellectual property: The Company licenses certain intellectual property, some of which may be utilized in its future product offering. To preserve the right to use such intellectual property there are annual minimum fixed payments totaling $220. Once the Company commercializes and begins to generate revenues, there will be royalties based on the current anticipated utilization. Other commitments: The Company sponsors a 401(k) defined contribution plan covering all eligible US employees. Contributions to the 401(k) plan are discretionary. The Company did not make any matching contributions to the 401(k) plan for the years ended December 31, 2020 and 2019. Contingencies The Company does not have any outstanding or ongoing litigation and legal matters. The Company enters into indemnification provisions under some agreements with other parties in the ordinary course of business, including business partners, investors, contractors, and the Company’s officers, directors and certain employees. The Company has agreed to indemnify and defend the indemnified party claims and related losses suffered or incurred by the indemnified party from actual or threatened third-party claim because of the Company’s activities or non-compliance with certain representations and warranties made by the Company. It is not possible to determine the maximum potential loss under these indemnification provisions due to the Company’s limited history of prior indemnification claims and the unique facts and circumstances involved in each particular provision. To date, losses recorded in the Company’s statements of operations and comprehensive loss in connection with the indemnification provisions have not been material. |
SUBSEQUENT EVENTS_2_3_4
SUBSEQUENT EVENTS | 3 Months Ended | 7 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2020 | |
SUBSEQUENT EVENTS | NOTE 10. SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were issued. Based upon this review, other than as described below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements. As described in Note 1, the Company completed the Business Combination on June 10, 2021. | NOTE 12. SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were issued. Based upon this review, other than as described below and in Note 2, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements. On February 18, 2021, HighCape Capital Acquisition Corp. (“HighCape” or the “Company”), entered into a business combination agreement, by and among HighCape, Tenet Merger Sub, Inc., a wholly owned subsidiary of HighCape (“Merger Sub”), and Quantum-SI Incorporated (“Quantum-SI”) (as it may be amended, supplemented or otherwise modified from time to time, the “Business Combination Agreement”). The Business Combination Agreement provides for, among other things, the following: on the closing date of the Business Combination (the “Closing Date”), Merger Sub will merge with and into Quantum-SI at the Effective Time, with Quantum-SI as the surviving corporation in the Business Combination and, after giving effect to the Merger, Quantum-SI will be a wholly-owned subsidiary of HighCape. As a consequence of the Merger, at the Effective Time, (i) each share of Quantum-SI capital stock (other than shares of Quantum-SI Series A preferred stock) issued and outstanding as of immediately prior to the Effective Time will become the right to receive a number of shares of New Quantum-SI Class A common stock equal to the Exchange Ratio, as defined in the Business Combination Agreement, (ii) each share of Quantum-SI Series A preferred stock issued and outstanding as of immediately prior to the Effective Time will become the right to receive a number of shares of New Quantum-SI Class B common stock equal to the Exchange Ratio, (iii) each option to purchase shares of Quantum-SI common stock, whether vested or unvested, that is outstanding and unexercised as of immediately prior to the Effective Time will be assumed by New Quantum-SI and will automatically become an option (vested or unvested, as applicable) to purchase a number of shares of New Quantum-SI Class A common stock equal to the number of shares of Quantum-SI common stock subject to such option immediately prior to the Effective Time multiplied by the Exchange Ratio, and (iv) each Quantum-SI restricted stock unit outstanding immediately prior to the Effective Time will be assumed by New Quantum-SI and will automatically become a restricted stock unit with respect to a number of shares of New Quantum-SI Class A common stock. The Business Combination Agreement contains customary representations, warranties and covenants by the parties thereto and the Closing is subject to certain conditions as further described in the Business Combination Agreement. Concurrently with the execution of the Business Combination Agreement, HighCape has entered into subscription agreements, dated as of February 18, 2021 (the “PIPE Investor Subscription Agreements”), with certain institutional and accredited investors (the “PIPE Investors”), pursuant to which the PIPE Investors have agreed to subscribe for and purchase, and HighCape has agreed to issue and sell to the PIPE Investors, immediately prior to the Closing, an aggregate of 42,500,000 shares of HighCape Class A common stock at a price of $10.00 per share (the “PIPE Financing”), for aggregate gross proceeds of $425,000,000. Concurrently with the execution of the Business Combination Agreement, HighCape has entered into subscription agreements, dated as of February 18, 2021 (the “Subscription Agreements”), with certain affiliates of Foresite (the “Foresite Funds”), pursuant to which the Foresite Funds will be issued 696,250 shares of HighCape Class A common stock at a price of $0.001 per share for aggregate gross proceeds of $696.25 after a corresponding number of shares of HighCape Class B Common Stock are irrevocably forfeited by the Sponsor to HighCape for no consideration and automatically cancelled. As described in Note 1, the Company completed the Business Combination on June 10, 2021. | |
Q S I Operations Inc | |||
SUBSEQUENT EVENTS | 13. SUBSEQUENT EVENTS The Company has evaluated the following events occurring after March 31, 2021 and through June 15, 2021, for possible adjustment to or disclosure in the financial statements, which is the date on which the financial statements were available to be issued. On April 20, 2021, the Company granted 270,000 restricted stock units and 1,550,000 stock options to select employees and consultants. The awards are subject to certain service conditions which are satisfied by providing service to the Company over a period of time as defined by the award agreement. The restricted stock units and 625,000 of the stock options were also subject to certain performance conditions which were satisfied upon the consummation of the business combination with HighCape. The achievement of the performance condition and the commencement of the related expense recognition did not occur until the event was deemed probable, which occurred once the business combination was consummated. On June 10, 2021, the Company completed a business combination with HighCape. As a result of the business combination, the Company received gross proceeds of $511.2 million. In connection with the closing of the business combination, the Company’s outstanding Convertible Preferred Stock was automatically cancelled and converted into the right to receive shares of HighCape common stock. In addition, the Company repaid the PPP loan in full with the proceeds received from the transaction. The business combination will be accounted for as a reverse recapitalization, in accordance with U.S. GAAP. Under this method of accounting, HighCape will be treated as the “acquired” company for financial reporting purposes. | 14. SUBSEQUENT EVENTS The Company has evaluated the following events occurring after December 31, 2020 and through March 1, 2021, for possible adjustment to or disclosure in the financial statements, which is the date on which the financial statements were available to be issued. On February 17, 2021, the Company entered into a merger agreement with HighCape Capital Acquisition Corporation (“HighCape”), a Special Purpose Acquisition Company. The contemplated merger with HighCape would provide all holders of common and preferred stockholder to receive common stock of the continuing public company, which will be a wholly owned subsidiary of HighCape. The proposed transaction is expected to be completed in the second quarter of 2021, subject to, among other things, the approval by HighCape’s shareholders, satisfaction of the conditions stated in the merger agreement and other customary closing conditions. There is no assurance that the transaction will be consummated. On February 17, 2021, the Company granted 2,136,000 and 213,600 restricted stock units to the Company’s Chief Executive Officer (“CEO”) and General Counsel, respectively. If the contemplated merger is consummated, then the first 25% of the awards will cliff vest on January 7, 2022, and the remaining unvested balance will vest on a quarterly basis over a three year period beginning on March 31, 2022. On February 17, 2021, the Company also granted 569,000 restricted stock units to the CEO. If the contemplated merger is consummated, then the awards will vest in full upon the CEO’s continued employment at the time of vesting and the occurrence of one of the following events within three years of the CEO’s employment start date of November 2, 2020: (i) a financing event occurs in the Company where the amount raised exceeds $50,000 and the Company’s stock price is in excess of $16.08 per share (as adjusted) or (ii) the Company is a publicly listed entity and its stock price trades at $16.08 (as adjusted) for 20 out of 30 consecutive trading days. |
SUMMARY OF SIGNIFICANT ACCOU_22
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 3 Months Ended | 7 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2020 | |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10‑Q and Regulation S-X of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed and consolidated or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed consolidated financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Company’s Annual Report on Form 10-K/A as filed with the SEC on May 10, 2021. The interim results for the three months ended March 31, 2021 are not necessarily indicative of the results to be expected for the year ending December 31, 2021 or for any future interim periods. | Basis of Presentation The accompanying financial statements are presented in U.S. dollars and have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the accounting and disclosure rules and regulations of the Securities and Exchange Commission (the “SEC”). | |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations 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. The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations 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. The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. | |
Use of Estimates | Use of Estimates The preparation of condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated 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. | Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting 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. | |
Recent Accounting Pronouncements | Recent Accounting Standards Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s unaudited condensed consolidated financial statements. | Recent Accounting Standards Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements. | |
Q S I Operations Inc | |||
Basis of Presentation | Basis of Presentation The accompanying condensed financial statements include the accounts of the Company and have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the accounting disclosure rules and regulations of the Securities and Exchange Commission (the “SEC”) regarding interim financial reporting. Certain information and note disclosures normally included in the financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to such rules and regulations. These condensed financial statements should be read in conjunction with the financial statements and notes included in the Company’s audited financial statements as of and for the years ended December 31, 2020 and 2019.The condensed balance sheet as of December 31, 2020 included herein was derived from the audited financial statements as of that date, but does not include all disclosures, including certain notes required by U.S. GAAP, on an annual reporting basis. In the opinion of management, the accompanying condensed financial statements reflect all normal recurring adjustments necessary to present fairly the financial position, results of operations, and cash flows for the interim periods. The results for the three months ended March 31, 2021 are not necessarily indicative of the results to be expected for any subsequent quarter, the year ending December 31, 2021, or any other period. Except as described elsewhere in this Note 2 under the heading “Recent Accounting Pronouncements”, there have been no material changes to the Company’s significant accounting policies as described in the audited financial statements as of December 31, 2020 and 2019. | Basis of Presentation The accompanying financial statements include the accounts of the Company and have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the accounting disclosure rules and regulations of the Securities and Exchange Commission (the “SEC”). | |
COVID-19 Outbreak | COVID‑19 Outbreak The recent outbreak of the novel coronavirus (“COVID‑19”), which was declared a pandemic by the World Health Organization on March 11, 2020 and declared a National Emergency by the President of the United States on March 13, 2020, has led to adverse impacts on the U.S. and global economies and created uncertainty regarding potential impacts on the Company’s operating results, financial condition and cash flows. The COVID‑19 pandemic had, and is expected to continue to have, an adverse impact on the Company’s operations, particularly as a result of preventive and precautionary measures that the Company, other businesses, and governments are taking. Governmental mandates related to COVID‑19 or other infectious diseases, or public health crises, have impacted, and the Company expects them to continue to impact, its personnel and personnel at third-party manufacturing facilities in the United States and other countries, and the availability or cost of materials, which would disrupt or delay the Company’s receipt of instruments, components and supplies from the third parties the Company relies on to, among other things, produce its products currently under development. The COVID‑19 pandemic has also had an adverse effect on the Company’s ability to attract, recruit, interview and hire at the pace the Company would typically expect to support its rapidly expanding operations. To the extent that any governmental authority imposes additional regulatory requirements or changes existing laws, regulations, and policies that apply to the Company’s business and operations, such as additional workplace safety measures, the Company’s product development plans may be delayed, and the Company may incur further costs in bringing its business and operations into compliance with changing or new laws, regulations, and policies. The full extent to which the COVID‑19 pandemic will directly or indirectly impact the Company’s business, results of operations and financial condition, including expenses and research and development costs, will depend on future developments that are highly uncertain, including as a result of new information that may emerge concerning COVID‑19 and the actions taken to contain or treat COVID‑19, as well as the economic impacts. The estimates of the impact on the Company’s business may change based on new information that may emerge concerning COVID‑19 and the actions to contain it or treat its impact and the economic impact on local, regional, national and international markets. While the Company is unable to predict the full impact that the COVID‑19 pandemic will have on the Company’s future results of operations, liquidity and financial condition due to numerous uncertainties, including the duration of the pandemic, and the actions that may be taken by government authorities across the U.S., it is not expected to result in any significant changes in costs going forward. The Company has not incurred any significant impairment losses in the carrying values of the Company’s assets as a result of the COVID‑19 pandemic and is not aware of any specific related event or circumstance that would require the Company to revise its estimates reflected in its financial statements. | COVID‑19 Outbreak The recent outbreak of the novel coronavirus (“COVID‑19”), which was declared a pandemic by the World Health Organization on March 11, 2020 and declared a National Emergency by the President of the United States on March 13, 2020, has led to adverse impacts on the U.S. and global economies and created uncertainty regarding potential impacts on the Company’s operating results, financial condition and cashflows. The COVID‑19 pandemic had, and is expected to continue to have, an adverse impact on our operations, particularly as a result of preventive and precautionary measures that we, other businesses, and governments are taking. Governmental mandates related to COVID‑19 or other infectious diseases, or public health crises, have impacted, and we expect them to continue to impact, our personnel and personnel at third-party manufacturing facilities in the United States and other countries, and the availability or cost of materials, which would disrupt or delay our receipt of instruments, components and supplies from the third parties we rely on to, among other things, produce our products. The COVID‑19 pandemic has also had an adverse effect on our ability to attract, recruit, interview and hire at the pace we would typically expect to support our rapidly expanding operations. To the extent that any governmental authority imposes additional regulatory requirements or changes existing laws, regulations, and policies that apply to the Company’s business and operations, such as additional workplace safety measures, the Company’s product development plans may be delayed, and the Company may incur further costs in bringing its business and operations into compliance with changing or new laws, regulations, and policies. The full extent to which the COVID‑19 pandemic will directly or indirectly impact the Company’s business, results of operations and financial condition, including expenses and research and development costs, will depend on future developments that are highly uncertain, including as a result of new information that may emerge concerning COVID‑19 and the actions taken to contain or treat COVID‑19, as well as the economic impacts. The estimates of the impact on the Company’s business may change based on new information that may emerge concerning COVID‑19 and the actions to contain it or treat its impact and the economic impact on local, regional, national and international markets. While we are unable to predict the full impact that the COVID‑19 pandemic will have on our future results of operations, liquidity and financial condition due to numerous uncertainties, including the duration of the pandemic, and the actions that may be taken by government authorities across the US, it is not expected to result in any significant changes in costs going forward. The Company has not incurred any significant impairment losses in the carrying values of our assets as a result of the COVID‑19 pandemic and is not aware of any specific related event or circumstance that would require us to revise our estimates reflected in our financial statements. | |
Liquidity and Going Concern | Liquidity and Going Concern Since its inception, the Company has generated no revenue and has funded its operations primarily with proceeds from the issuance of capital to private investors. As a result, the Company has incurred a significant cash burn and recurring net losses since its inception, which includes a net loss of $11,779 and $10,314 for the three months ended March 31, 2021 and 2020, respectively, and an accumulated deficit of $184,022 and $172,243, as of March 31, 2021 and December 31, 2020, respectively. The Company expects to continue to incur a significant cash burn and recurring net losses for the foreseeable future until such time that the Company can successfully commercialize its products that are currently under development. However, the Company can provide no assurance that such products will be successfully developed and commercialized in the future. Given the closing of the business combination with HighCape on June 10, 2021, as described in Note 1, the Company received gross proceeds of $511,176 million (see Note 13) and as a result, the Company will be able to sustain its operations and meet its obligations as they become due over the next twelve months. | Liquidity and Going Concern Since its inception, the Company has generated no revenue and has funded its operations primarily with proceeds from the issuance of capital to private investors. As a result, the Company has incurred a significant cash burn and recurring net losses since its inception, which includes a net loss of $36,613 and $35,792 for the years ended December 31, 2020 and 2019, respectively, and an accumulated deficit of $172,243 and $135,630, as of December 31, 2020 and 2019, respectively. The Company expects to continue to incur a significant cash burn and recurring net losses for the foreseeable future until such time that the Company can successfully commercialize its products that are currently under development. However, the Company can provide no assurance that such products will be successfully developed and commercialized in the future. Management anticipates the Company will be able to raise additional capital needed to sustain the Company’s operations and meet its obligations as they become due over the next twelve months upon consummation of the proposed merger with HighCape (See Note 14). However, the Company can provide no assurance the proposed merger will be successfully consummated, or that enough capital will be received to fund the Company’s operations over the next twelve months. If the proposed merger is not successfully consummated or enough capital received, the Company will have to seek other sources of capital, or pursue other strategic alternatives, which could include, among other things, a significant reduction in the Company’s current cost structure, a significant reduction in the Company’s product development strategy, a sale of the Company, or a filing of insolvency or cessation of the Company’s operations. Management believes these uncertainties raise substantial doubt about the Company’s ability to continue as a going concern. The accompanying financial statements have been prepared on the basis that the Company will continue to operate as a going-concern, which contemplates that the Company will be able to realize assets and settle liabilities and commitments in the normal course of business for the foreseeable future. Accordingly, the accompanying financial statements do not include any adjustments that may result from the outcome of these uncertainties. | |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk consist principally of cash and cash equivalents. At March 31, 2021 and December 31, 2020, substantially all the Company’s cash and cash equivalents were invested in money market accounts at one financial institution. The Company also maintains balances in various operating accounts above federally insured limits. The Company has not experienced any losses on such accounts and does not believe it is exposed to any significant credit risk on cash and cash equivalents. | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk consist principally of cash and cash equivalents. At December 31, 2020 and 2019, substantially all the Company’s cash and cash equivalents were invested in money market accounts at one financial institution. The Company also maintains balances in various operating accounts above federally insured limits. The Company has not experienced any losses on such accounts and does not believe it is exposed to any significant credit risk on cash and cash equivalents. | |
Use of Estimates | Use of Estimates The preparation of the condensed financial statements in conformity with U.S. GAAP requires the Company to make estimates and assumptions about future events that affect the amounts reported in its condensed financial statements and accompanying notes. Future events and their effects cannot be determined with certainty. On an ongoing basis, management evaluates these estimates and assumptions. Significant estimates and assumptions included: · valuation allowances with respect to deferred tax assets; and · assumptions underlying the fair value used in the calculation of the stock-based compensation. The Company bases these estimates on historical and anticipated results and trends and on various other assumptions that the Company believes are reasonable under the circumstances, including assumptions as to future events. Changes in estimates are recorded in the period in which they become known. Actual results could differ from those estimates, and any such differences may be material to the Company’s condensed financial statements. | Use of Estimates The preparation of the financial statements in conformity with U.S. GAAP requires the Company to make estimates and assumptions about future events that affect the amounts reported in its financial statements and accompanying notes. Future events and their effects cannot be determined with certainty. On an ongoing basis, management evaluates these estimates and assumptions. Significant estimates and assumptions included: · valuation allowances with respect to deferred tax assets; and · assumptions underlying the fair value used in the calculation of the stock-based compensation. The Company bases these estimates on historical and anticipated results and trends and on various other assumptions that the Company believes are reasonable under the circumstances, including assumptions as to future events. Changes in estimates are recorded in the period in which they become known. Actual results could differ from those estimates, and any such differences may be material to the Company’s financial statements. | |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets The Company reviews its long-lived assets for impairment at least annually or when the Company determines a triggering event has occurred. When a triggering event has occurred, each impairment test is based on a comparison of the future expected undiscounted cash flow to the recorded value of the asset. If the recorded value of the asset is less than the undiscounted cash flow, the asset is written down to its estimated fair value. No impairments were recorded for the three months ended March 31, 2021 and 2020. | Impairment of Long-Lived Assets The Company reviews its long-lived assets for impairment at least annually or when the Company determines a triggering event has occurred. When a triggering event has occurred, each impairment test is based on a comparison of the future expected undiscounted cash flow to the recorded value of the asset. If the recorded value of the asset is less than the undiscounted cash flow, the asset is written down to its estimated fair value. No impairments were recorded for the years ended December 31, 2020 and 2019. | |
Recent Accounting Pronouncements | Recent Accounting Pronouncements Accounting pronouncements issued but not yet adopted In February 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016‑02, Leases (Topic 842), which outlines a comprehensive lease accounting model and supersedes the current lease guidance. The new guidance requires lessees to recognize almost all their leases on the balance sheet by recording a lease liability and corresponding right-of-use assets. It also changes the definition of a lease and expands the disclosure requirements of lease arrangements. As per the latest ASU 2020‑05 issued by FASB, entities who have not yet issued or made available for issuance the financial statements as of June 3, 2020 can defer the new guidance for one year. For public entities, this guidance is effective for annual reporting periods beginning January 1, 2020, including interim periods within that annual reporting period. For the Company, this guidance is effective for annual reporting periods beginning January 1, 2022, and interim reporting periods within annual reporting periods beginning January 1, 2023. The Company is in the process of evaluating the impact that the adoption of this pronouncement will have on its financial statements. In August 2019, the FASB issued ASU 2019‑15, Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement that Is a Service Contract , which aligns the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software (and hosting arrangements that include an internal-use software license). For the Company, this guidance is effective for annual reporting periods beginning January 1, 2021 and interim periods beginning January 1, 2022. The Company is currently evaluating the impact that the adoption of this pronouncement will have on its financial statements. In December 2019, the FASB issued ASU 2019‑12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes . ASU 2019‑12 is intended to simplify various aspects related to accounting for income taxes. For public entities, this guidance is effective for annual reporting periods beginning January 1, 2021, including interim periods within that annual reporting period. For the Company, this guidance is effective for annual reporting periods beginning January 1, 2022 and interim reporting periods within annual reporting periods beginning January 1, 2023. The Company is currently evaluating the impact that the adoption of this pronouncement will have on its financial statements. In August 2020, the FASB issued ASU 2020‑06, Debt-Debt with Conversion and Other Options (Subtopic 470‑20) and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic 815‑40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity , which simplifies the accounting for convertible instruments by removing the separation models for convertible debt with a cash conversion feature and convertible instruments with a beneficial conversion feature. These changes will reduce reported interest expense and increase reported net income for entities that have issued a convertible instrument that was bifurcated according to previously existing rules. ASU 2020‑06 also requires the application of the if-converted method for calculating diluted earnings per share and the treasury stock method will be no longer available. For public entities, this guidance is effective for annual reporting periods beginning January 1, 2022, including interim periods within that annual reporting period. For the Company, this guidance is effective for annual reporting periods beginning January 1, 2024, and interim reporting periods within annual reporting periods beginning January 1, 2024, with early adoption permitted. The Company is currently evaluating the impact that the adoption of ASU 2020‑06 will have on its financial statements. | Recent Accounting Pronouncements Accounting pronouncements adopted In June 2018, the Financial Accounting Standards Board (“FASB”) issued ASU 2018‑07, Compensation — Stock Compensation (Topic 718) . The amendments in this update expand the scope of Topic 718 (“ASC 718”) to include share-based payments to nonemployees. An entity is required to apply the requirements of ASC 718 to nonemployee awards except for specific guidance related to option pricing models and the attribution of cost. The Company adopted such guidance on January 1, 2020 and there was no material effect of adoption on the financial statements. In May 2014, the FASB issued ASU No. 2014‑09, Revenue from Contracts with Customers (Topic 606) , which amends the existing accounting standards for revenue recognition. The FASB has issued several updates to the standard which: (i) clarify the application of the principal versus agent guidance, (ii) clarify the guidance relating to performance obligations and licensing, (iii) clarify the assessment of the collectability criterion, presentation of sales taxes, measurement date for non-cash consideration and completed contracts and (iv) clarify the narrow aspects of Topic 606 or correct unintended application of the guidance (collectively, “ASC 606”). ASC 606 is based on principles that govern the recognition of revenue at an amount to which an entity expects to be entitled when products and/or services are transferred to customers. The new revenue standard may be applied via the full retrospective method to each prior period presented or via the modified retrospective method with the cumulative effect recognized as of the date of adoption. The Company adopted ASU 2014‑09 as of January 1, 2019. The Company has had no revenue and the adoption of this pronouncement had no impact on the Company’s financial statements. Accounting pronouncements issued but not yet adopted In February 2016, the FASB issued ASU 2016‑02, Leases (Topic 842) which outlines a comprehensive lease accounting model and supersedes the current lease guidance. The new guidance requires lessees to recognize almost all their leases on the balance sheet by recording a lease liability and corresponding right-of- use assets. It also changes the definition of a lease and expands the disclosure requirements of lease arrangements. As per the latest ASU 2020‑05 issued by FASB, the entities who have not yet issued or made available for issuance the financial statements as of June 3, 2020 can defer the new guidance for one year. For public entities, this guidance is effective for annual reporting periods beginning January 1, 2020, including interim periods within that annual reporting period. For the Company, this guidance is effective for annual reporting periods beginning January 1, 2022, and interim reporting periods within annual reporting periods beginning January 1, 2023. The Company is in the process of evaluating the impact that the adoption of this pronouncement will have on the Company’s financial statements and disclosures. In August 2019, the FASB issued ASU 2019‑15, Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement that Is a Service Contract , which aligns the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software (and hosting arrangements that include an internal-use software license). For the Company, this guidance is effective for annual reporting periods beginning January 1, 2021 and interim periods beginning January 1, 2022. The Company is currently evaluating the impact that the adoption of this pronouncement will have on the Company’s financial statements and disclosures. In December 2019, the FASB issued ASU 2019‑12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes . The ASU is intended to simplify various aspects related to accounting for income taxes. For public entities, this guidance is effective for annual reporting periods beginning January 1, 2021, including interim periods within that annual reporting period. For the Company, this guidance is effective for annual reporting periods beginning January 1, 2022 and interim reporting period within annual reporting period beginning January 1, 2023. The Company is currently evaluating the impact that the adoption of this pronouncement will have on the Company’s financial statements. In August 2020, the FASB issued ASU 2020‑06, Debt-Debt with Conversion and Other Options (Subtopic 470‑20) and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic 815‑40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity , which simplifies the accounting for convertible instruments by removing the separation models for convertible debt with a cash conversion feature and convertible instruments with a beneficial conversion feature. These changes will reduce reported interest expense and increase reported net income for entities that have issued a convertible instrument that was bifurcated according to previously existing rules. ASU 2020‑06 also requires the application of the if-converted method for calculating diluted earnings per share and the treasury stock method will be no longer available. For public entities, this guidance is effective for annual reporting periods beginning January 1, 2022, including interim periods within that annual reporting period. For the Company, this guidance is effective for annual reporting periods beginning January 1, 2024, and interim reporting periods within annual reporting periods beginning January 1, 2024, with early adoption permitted. The Company is currently evaluating the impact that the adoption of ASU 2020‑06 will have on its financial statements. |
PROPERTY AND EQUIPMENT, NET (_2
PROPERTY AND EQUIPMENT, NET (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Q S I Operations Inc | ||
Schedule of property and equipment, net | March 31, December 31, 2021 2020 Laboratory equipment $ 4,440 $ 4,245 Computer equipment 772 765 Software 144 136 Furniture and fixtures 46 47 Construction in process 382 35 5,784 5,228 Less: Accumulated Depreciation (3,445) (3,232) Property and equipment, net $ 2,339 $ 1,996 | Property and equipment, net, are recorded at historical cost and consist of the following at December 31: 2020 2019 Laboratory equipment $ 4,245 $ 3,983 Computer equipment 765 737 Software 136 116 Furniture and fixtures 47 47 Construction in process 35 9 5,228 4,892 Less: Accumulated depreciation and amortization (3,232) (2,341) Property and equipment, net $ 1,996 $ 2,551 |
ACCRUED EXPENSES AND OTHER CU_5
ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Q S I Operations Inc | ||
Schedule of accrued expenses and other current liabilities | March 31, December 31, 2021 2020 Salary and bonus $ 587 $ 511 Contracted service 1,276 399 Legal fees 1,019 447 Other 39 68 Total accrued expenses and other current liabilities $ 2,921 $ 1,425 | Accrued expenses and other current liabilities consist of the following at December 31: 2020 2019 Salary and bonus $ 511 $ 110 Contracted services 399 374 Legal fees 447 467 Other 68 63 Total accrued expenses and other current liabilities $ 1,425 $ 1,014 |
CONVERTIBLE PREFERRED STOCK (_2
CONVERTIBLE PREFERRED STOCK (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Q S I Operations Inc | ||
Schedule of authorized, issued and outstanding Convertible Preferred Stock | March 31, 2021 Total Year of Issuance Shares Proceeds or Initial Liquidation Class Price per Shares Issued and Exchange Issuance Net Carrying Price per Class Issuance share Authorized Outstanding Value Costs Value share Series A 2013 $ 0.04 25,000,000 25,000,000 $ 1,000 $ — $ 1,000 $ 0.80 Series B 2015 0.80 31,250,000 31,250,000 25,000 — 25,000 0.80 Series C 2015-2016 4.61 8,164,323 8,164,323 37,638 328 37,310 4.61 Series D 2017 4.71 12,738,853 12,738,853 60,000 414 59,586 4.71 Series E 2018 - 2020 5.36 14,925,373 13,636,092 73,089 175 72,914 5.36 92,078,549 90,789,268 December 31, 2020 Total Year of Issuance Shares Proceeds or Initial Liquidation Class Price per Shares Issued and Exchange Issuance Net Carrying Price per Class Issuance share Authorized Outstanding Value Costs Value share Series A 2013 $ 0.04 25,000,000 25,000,000 $ 1,000 $ — $ 1,000 $ 0.80 Series B 2015 0.80 31,250,000 31,250,000 25,000 — 25,000 0.80 Series C 2015-2016 4.61 8,164,323 8,164,323 37,638 328 37,310 4.61 Series D 2017 4.71 12,738,853 12,738,853 60,000 414 59,586 4.71 Series E 2018 - 2020 5.36 14,925,373 13,636,092 73,089 171 72,918 5.36 92,078,549 90,789,268 | The following table summarizes the authorized, issued and outstanding Convertible Preferred Stock of the Company as of December 31, 2020 (in thousands, except share and per share information): Initial Shares Issued Total Proceeds Liquidation Year of Issuance Price Shares and or Exchange Issuance Net Carrying Price Class Issuance per share Authorized Outstanding Value Costs Value per share Series A 2013 $0.04 25,000,000 25,000,000 $ 1,000 $ — $ 1,000 $0.80 Series B 2015 0.80 31,250,000 31,250,000 25,000 — 25,000 0.80 Series C 2015 – 2016 4.61 8,164,323 8,164,323 37,638 328 37,310 4.61 Series D 2017 4.71 12,738,853 12,738,853 60,000 414 59,586 4.71 Series E 2018 – 2020 5.36 14,925,373 13,636,092 73,089 171 72,918 5.36 92,078,549 90,789,268 The following table summarizes the authorized, issued and outstanding Convertible Preferred Stock of the Company as of December 31, 2019 (in thousands, except for share and per share information): Initial Shares Issued Total Proceeds Liquidation Year of Issuance Price Shares and or Exchange Issuance Net Carrying Price Class Issuance per share Authorized Outstanding Value Costs Value per share Series A 2013 $0.04 25,000,000 25,000,000 $ 1,000 $ — $ 1,000 $0.80 Series B 2015 0.80 31,250,000 31,250,000 25,000 — 25,000 0.80 Series C 2015 – 2016 4.61 8,164,323 8,164,323 37,638 328 37,310 4.61 Series D 2017 4.71 12,738,853 12,738,853 60,000 414 59,586 4.71 Series E 2018 – 2019 5.36 7,233,604 7,048,394 37,779 120 37,659 5.36 84,386,780 84,201,570 |
EQUITY INCENTIVE PLAN (Tables_2
EQUITY INCENTIVE PLAN (Tables) - Q S I Operations Inc | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Summary of the stock option activity | Weighted Weighted Average Number of Average Exercise Remaining Aggregate Options Price Contractual Term Intrinsic Value Outstanding at December 31, 2020 9,240,930 $ 1.89 6.77 $ 4,094 Granted 1,286,250 6.80 Exercised (728,824) 1.37 Forfeited — — Outstanding at March 31, 2021 9,798,356 $ 2.57 7.16 $ 41,406 Options exercisable at March 31, 2021 6,496,490 $ 1.82 6.25 $ 32,326 Vested and expected to vest at March 31, 2021 9,516,206 $ 2.53 7.11 $ 40,630 | Weighted Weighted Average Average Aggregate Number of Exercise Remaining Intrinsic Options Price Contractual Term Value Outstanding at January 1,2019 77,81,967 $1.61 7.88 $ 7,851 Granted 31,96,721 2.41 Exercised (2,70,997) 0.43 Forfeited (8,13,934) 1.92 Outstanding at December 31, 2019 98,93,757 $1.88 7.72 5,280 Granted 7,90,433 2.31 Exercised (1,44,055) 0.44 Forfeited (12,99,205) 2.19 Outstanding at December 31, 2020 92,40,930 $1.89 6.77 4,094 Options exercisable at December 31, 2019 58,10,260 $1.59 6.76 4,788 Options exercisable at December 31, 2020 69,54,472 $1.76 6.20 3,945 Vested and expected to vest at December 31, 2019 96,57,854 $1.87 7.75 5,251 Vested and expected to vest at December 31, 2020 90,45,548 $1.88 6.73 4,082 |
Summary of the restricted stock activity | Number of Weighted Average Shares of Grant-Date Fair Restricted Stock Value Outstanding non-vested restricted stock at December 31, 2020 — Granted 5,610,752 $ 6.53 Repurchased — — Restrictions lapsed — — Outstanding non-vested restricted stock at March 31, 2021 5,610,752 $ 6.53 | |
Schedule of stock-based compensation expense | Three months ended March 31, 2021 2020 Research and development $ 340 $ 534 General and administrative 40 49 Sales and marketing 77 59 Total Stock-based compensation expense $ 457 $ 642 | The Company’s stock-based compensation expense for employee and nonemployee awards for the periods presented was as follows: 2020 2019 Employee awards $ 1,376 $ 2,021 Nonemployee awards 548 694 Total stock-based compensation expense $ 1,924 $ 2,715 The Company’s stock-based compensation expense is allocated to the following operating expense categories on the statements of operations for the years ended December 31, 2020 and 2019 as follows: 2020 2019 Research and development $ 1,290 $ 2,163 General and administrative 324 354 Sales and marketing 310 198 Total stock-based compensation expense $ 1,924 $ 2,715 |
NET LOSS PER SHARE (Tables)_2
NET LOSS PER SHARE (Tables) | 3 Months Ended | 7 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2020 | |
Schedule of calculation of basic and diluted net loss per share | The following table reflects the calculation of basic and diluted net income (loss) per common share (in dollars, except per share amounts): March 31, 2021 Redeemable Class A Common Stock Numerator: Earnings allocable to Redeemable Class A Common Stock Interest Income $ 1,729 Income and Franchise Tax (1,729) Net Earnings $ — Denominator: Weighted Average Redeemable Class A Common Stock Redeemable Class A Common Stock, Basic and Diluted 11,500,000 Earnings/Basic and Diluted Redeemable Class A Common Stock $ Non-Redeemable Class A and B Common Stock Numerator: Net Loss minus Redeemable Net Earnings Net Loss $ (10,405,903) Redeemable Net Earnings — Non-Redeemable Net Loss $ (10,405,903) Denominator: Weighted Average Non-Redeemable Class A and B Common Stock Non-Redeemable Class A and B Common Stock, Basic and Diluted (1) 3,280,000 Loss/Basic and Diluted Non-Redeemable Class A and B Common Stock $ (3.17) Note: As of March 31, 2021, basic and diluted shares are the same as there are no non-redeemable securities that are dilutive to the Company’s stockholders. (1) The weighted average non-redeemable common stock for the three months ended March 31, 2021 includes the effect of 405,000 Private Placement Units, which were issued in conjunction with the initial public offering on September 9, 2020. | The following table reflects the calculation of basic and diluted net income (loss) per common share (in dollars, except per share amounts): For the Period From June 10, 2020 (inception) Through December 31, 2020 Redeemable Class A Common Stock Numerator: Earnings allocable to Redeemable Class A Common Stock Interest Income $ 2,152 Income and Franchise Tax (2,152) Net Earnings $ — Denominator: Weighted Average Redeemable Class A Common Stock Redeemable Class A Common Stock, Basic and Diluted 11,500,000 Earnings/Basic and Diluted Redeemable Class A Common Stock $ 0.00 Non-Redeemable Class A and B Common Stock Numerator: Net Loss minus Redeemable Net Earnings Net Loss $ (3,586,390) Redeemable Net Earnings — Non-Redeemable Net Loss $ (3,589,390) Denominator: Weighted Average Non-Redeemable Class A and B Common Stock Non-Redeemable Class A and B Common Stock, Basic and Diluted (1) 3,100,220 Loss/Basic and Diluted Non-Redeemable Class A and B Common Stock $ (1.16) Note: (1) The weighted average non-redeemable common stock for the year ended December 31, 2020 includes the effect of 405,000 Private Placement Units, which were issued in conjunction with the initial public offering on September 9, 2020. | |
Q S I Operations Inc | |||
Schedule of calculation of basic and diluted net loss per share | Three months ended March 31, 2021 2020 Numerator Net Loss $ (11,779) $ (10,314) Numerator for Basic and Dilutive Net Loss per Share - Loss attributable to Common Stockholders $ (11,779) $ (10,314) Denominator Common Stock 6,932,353 6,696,563 Denominator for Basic and Dilutive Net Loss per Share - Weighted-average Common Stock 6,932,353 6,696,563 Basic and dilutive net loss per share $ (1.70) $ (1.54) | 2020 2019 Numerator: Net Loss $ (36,613) $ (35,792) Numerator for Basic and Dilutive EPS – Loss available to common stockholders $ (36,613) $ (35,792) Denominator: Common Stock 6,715,314 6,453,890 Denominator for Basic and Dilutive EPS – Weighted-average common stock 6,715,314 6,453,890 Basic and dilutive loss per share $ (5.45) $ (5.55) | |
Schedule of anti-dilutive common equivalent shares | Three months ended March 31, 2021 2020 Outstanding options to purchase common stock 15,409,108 9,635,470 Outstanding convertible preferred stock (Series A through E) 90,789,268 86,125,089 106,198,376 95,760,559 | 2020 2019 Outstanding options to purchase common stock 9,240,930 9,893,757 Outstanding convertible preferred stock (Series A through E) 90,789,268 84,201,570 Total anti-dilutive common equivalent shares 100,030,198 94,095,327 |
SUMMARY OF SIGNIFICANT ACCOU_23
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($) | Jun. 10, 2021 | Mar. 31, 2021 | Sep. 30, 2020 | Mar. 31, 2020 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Sep. 09, 2020 |
Net loss | $ (10,405,903) | $ (673,687) | $ (574,687) | $ (3,586,390) | |||||
Accumulated deficit | (13,992,293) | $ (674,687) | $ (674,687) | (3,586,390) | $ (3,586,390) | $ (227,601) | |||
Q S I Operations Inc | |||||||||
Net loss | (11,779,000) | $ (10,314,000) | (36,613,000) | $ (35,792,000) | |||||
Accumulated deficit | (184,022,000) | $ (172,243,000) | (172,243,000) | (135,630,000) | |||||
Amount of gross proceeds received | $ 511,176,000,000 | ||||||||
Impairment of long-lived assets | $ 0 | $ 0 | $ 0 | $ 0 |
FAIR VALUE OF FINANCIAL INSTR_4
FAIR VALUE OF FINANCIAL INSTRUMENTS (Details) - Q S I Operations Inc - USD ($) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Assets, transfer from Level 1 to Level 2 | $ 0 | $ 0 | $ 0 |
Assets, transfer from Level 2 to Level 1 | 0 | 0 | 0 |
Liabilities, transfer from Level 1 to Level 2 | 0 | 0 | 0 |
Liabilities, transfer from Level 2 to Level 1 | 0 | 0 | 0 |
Assets, transfer out of Level 3 | 0 | 0 | 0 |
Assets, transfer into Level 3 | 0 | 0 | 0 |
Liabilities, transfer into Level 3 | 0 | 0 | 0 |
Liabilities, transfer out of Level 3 | 0 | 0 | 0 |
Money market funds | Level 1 | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Money market funds, fair value | $ 25,510,000 | $ 36,040,000 | $ 31,895,000 |
PROPERTY AND EQUIPMENT, NET (_3
PROPERTY AND EQUIPMENT, NET (Details) - Q S I Operations Inc - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Property, Plant and Equipment [Line Items] | ||||
Property and equipment, cost | $ 5,784 | $ 5,228 | $ 4,892 | |
Less: Accumulated Depreciation | (3,445) | (3,232) | (2,341) | |
Property and equipment, net | 2,339 | 1,996 | 2,551 | |
Depreciation and amortization expense | 213 | $ 229 | 894 | 780 |
Laboratory equipment | ||||
Property, Plant and Equipment [Line Items] | ||||
Property and equipment, cost | 4,440 | 4,245 | 3,983 | |
Computer equipment | ||||
Property, Plant and Equipment [Line Items] | ||||
Property and equipment, cost | 772 | 765 | 737 | |
Software | ||||
Property, Plant and Equipment [Line Items] | ||||
Property and equipment, cost | 144 | 136 | 116 | |
Furniture and fixtures | ||||
Property, Plant and Equipment [Line Items] | ||||
Property and equipment, cost | 46 | 47 | 47 | |
Construction in process | ||||
Property, Plant and Equipment [Line Items] | ||||
Property and equipment, cost | $ 382 | $ 35 | $ 9 |
ACCRUED EXPENSES AND OTHER CU_6
ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES (Details) - Q S I Operations Inc - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Salary and bonus | $ 587 | $ 511 | $ 110 |
Contracted service | 1,276 | 399 | 374 |
Legal fees | 1,019 | 447 | 467 |
Other | 39 | 68 | 63 |
Total accrued expenses and other current liabilities | $ 2,921 | $ 1,425 | $ 1,014 |
NOTES PAYABLE (Details)_2
NOTES PAYABLE (Details) - Q S I Operations Inc - PPP - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Short-term Debt [Line Items] | ||
Amount of loan proceeds received | $ 1,749 | $ 1,749 |
Percentage of interest rate on loan | 1.00% | 1.00% |
Monthly repayment term | 5 years | 5 years |
Repayment term after Deferment Period | 5 years | 5 years |
CONVERTIBLE PREFERRED STOCK (_3
CONVERTIBLE PREFERRED STOCK (Details) - USD ($) | 3 Months Ended | 7 Months Ended | 12 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Temporary Equity [Line Items] | |||||
Shares Outstanding | 10,248,923 | 10,248,923 | |||
Issuance Costs | $ 372,750 | ||||
Class A common stock subject to possible redemption, 9,208,333 and 10,248,923 shares at March 31, 2021 and December 31, 2020 at $10.00 per share, respectively | $ 92,083,330 | $ 102,489,230 | $ 102,489,230 | ||
Q S I Operations Inc | |||||
Temporary Equity [Line Items] | |||||
Shares Authorized | 92,078,549 | 92,078,549 | 92,078,549 | 84,386,780 | |
Shares Issued | 90,789,268 | 90,789,268 | 90,789,268 | 84,201,570 | |
Shares Outstanding | 90,789,268 | 90,789,268 | 90,789,268 | 84,201,570 | |
Total Proceeds or Exchange Value | $ 10,310,000 | $ 35,311,000 | $ 18,177,000 | ||
Issuance Costs | $ 4,000 | $ 22,000 | 52,000 | 51,000 | |
Class A common stock subject to possible redemption, 9,208,333 and 10,248,923 shares at March 31, 2021 and December 31, 2020 at $10.00 per share, respectively | $ 195,810,000 | $ 195,814,000 | $ 195,814,000 | $ 160,555,000 | |
Q S I Operations Inc | Series A Convertible Preferred Stock | |||||
Temporary Equity [Line Items] | |||||
Issuance Price per share | $ 0.04 | $ 0.04 | $ 0.04 | ||
Shares Authorized | 25,000,000 | 25,000,000 | 25,000,000 | 25,000,000 | |
Shares Issued | 25,000,000 | 25,000,000 | 25,000,000 | 25,000,000 | |
Shares Outstanding | 25,000,000 | 25,000,000 | 25,000,000 | 25,000,000 | |
Total Proceeds or Exchange Value | $ 1,000,000 | $ 1,000,000 | $ 1,000,000 | ||
Class A common stock subject to possible redemption, 9,208,333 and 10,248,923 shares at March 31, 2021 and December 31, 2020 at $10.00 per share, respectively | $ 1,000,000 | $ 1,000,000 | $ 1,000,000 | $ 1,000,000 | |
Initial Liquidation Price per share | $ 0.80 | $ 0.80 | $ 0.80 | $ 0.80 | |
Q S I Operations Inc | Series B Convertible Preferred Stock | |||||
Temporary Equity [Line Items] | |||||
Issuance Price per share | $ 0.80 | $ 0.80 | $ 0.80 | ||
Shares Authorized | 31,250,000 | 31,250,000 | 31,250,000 | 31,250,000 | |
Shares Issued | 31,250,000 | 31,250,000 | 31,250,000 | 31,250,000 | |
Shares Outstanding | 31,250,000 | 31,250,000 | 31,250,000 | 31,250,000 | |
Total Proceeds or Exchange Value | $ 25,000,000 | $ 25,000,000 | $ 25,000,000 | ||
Class A common stock subject to possible redemption, 9,208,333 and 10,248,923 shares at March 31, 2021 and December 31, 2020 at $10.00 per share, respectively | $ 25,000,000 | $ 25,000,000 | $ 25,000,000 | $ 25,000,000 | |
Initial Liquidation Price per share | $ 0.80 | $ 0.80 | $ 0.80 | $ 0.80 | |
Q S I Operations Inc | Series C Convertible Preferred Stock | |||||
Temporary Equity [Line Items] | |||||
Issuance Price per share | $ 4.61 | $ 4.61 | $ 4.61 | ||
Shares Authorized | 8,164,323 | 8,164,323 | 8,164,323 | 8,164,323 | |
Shares Issued | 8,164,323 | 8,164,323 | 8,164,323 | 8,164,323 | |
Shares Outstanding | 8,164,323 | 8,164,323 | 8,164,323 | 8,164,323 | |
Total Proceeds or Exchange Value | $ 37,638,000 | $ 37,638,000 | $ 37,638,000 | ||
Issuance Costs | 328,000 | 328,000 | 328,000 | ||
Class A common stock subject to possible redemption, 9,208,333 and 10,248,923 shares at March 31, 2021 and December 31, 2020 at $10.00 per share, respectively | $ 37,310,000 | $ 37,310,000 | $ 37,310,000 | $ 37,310,000 | |
Initial Liquidation Price per share | $ 4.61 | $ 4.61 | $ 4.61 | $ 4.61 | |
Q S I Operations Inc | Series D Convertible Preferred Stock | |||||
Temporary Equity [Line Items] | |||||
Issuance Price per share | $ 4.71 | $ 4.71 | $ 4.71 | ||
Shares Authorized | 12,738,853 | 12,738,853 | 12,738,853 | 12,738,853 | |
Shares Issued | 12,738,853 | 12,738,853 | 12,738,853 | 12,738,853 | |
Shares Outstanding | 12,738,853 | 12,738,853 | 12,738,853 | 12,738,853 | |
Total Proceeds or Exchange Value | $ 60,000,000 | $ 60,000,000 | $ 60,000,000 | ||
Issuance Costs | 414,000 | 414,000 | 414,000 | ||
Class A common stock subject to possible redemption, 9,208,333 and 10,248,923 shares at March 31, 2021 and December 31, 2020 at $10.00 per share, respectively | $ 59,586,000 | $ 59,586,000 | $ 59,586,000 | $ 59,586,000 | |
Initial Liquidation Price per share | $ 4.71 | $ 4.71 | $ 4.71 | $ 4.71 | |
Q S I Operations Inc | Series E Convertible Preferred Stock | |||||
Temporary Equity [Line Items] | |||||
Issuance Price per share | $ 5.36 | $ 5.36 | $ 5.36 | ||
Shares Authorized | 14,925,373 | 14,925,373 | 14,925,373 | 7,233,604 | |
Shares Issued | 13,636,092 | 13,636,092 | 13,636,092 | 7,048,394 | |
Shares Outstanding | 13,636,092 | 13,636,092 | 13,636,092 | 7,048,394 | |
Total Proceeds or Exchange Value | $ 73,089,000 | $ 73,089,000 | $ 37,779,000 | ||
Issuance Costs | 175,000 | 171,000 | 120,000 | ||
Class A common stock subject to possible redemption, 9,208,333 and 10,248,923 shares at March 31, 2021 and December 31, 2020 at $10.00 per share, respectively | $ 72,914,000 | $ 72,918,000 | $ 72,918,000 | $ 37,659,000 | |
Initial Liquidation Price per share | $ 5.36 | $ 5.36 | $ 5.36 | $ 5.36 |
EQUITY INCENTIVE PLAN - Stock_3
EQUITY INCENTIVE PLAN - Stock option (Details) - Q S I Operations Inc - 2013 Employee, Director and Consultant Equity Incentive Plan - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Number of Options | ||||
Outstanding at December 31, 2020 | 9,240,930 | 9,893,757 | 7,781,967 | |
Granted | 1,286,250 | 790,433 | 3,196,721 | |
Exercised | (728,824) | (144,055) | (270,997) | |
Forfeited | 1,299,205 | 813,934 | ||
Outstanding at March 31, 2021 | 9,798,356 | 9,240,930 | 9,893,757 | 7,781,967 |
Options exercisable at March 31, 2021 | 6,496,490 | 6,954,472 | 5,810,260 | |
Vested and expected to vest at March 31, 2021 | 9,516,206 | 9,045,548 | 9,657,854 | |
Weighted Average Exercise Price | ||||
Outstanding at December 31, 2020 | $ 1.89 | $ 1.88 | $ 1.61 | |
Granted | 6.80 | 2.31 | 2.41 | |
Exercised | 1.37 | 0.44 | 0.43 | |
Forfeited | 2.19 | 1.92 | ||
Outstanding at March 31, 2021 | 2.57 | 1.89 | 1.88 | $ 1.61 |
Options exercisable at March 31, 2021 | 1.82 | 1.76 | 1.59 | |
Vested and expected to vest at March 31, 2021 | $ 2.53 | $ 1.88 | $ 1.87 | |
Weighted Average Remaining Contractual Term | ||||
Outstanding | 7 years 1 month 28 days | 6 years 9 months 7 days | 7 years 8 months 19 days | 7 years 10 months 17 days |
Options exercisable at March 31, 2021 | 6 years 3 months | 6 years 2 months 12 days | 6 years 9 months 4 days | |
Vested and expected to vest at March 31, 2021 | 7 years 1 month 10 days | 6 years 8 months 23 days | 7 years 9 months | |
Aggregate Intrinsic Value | ||||
Outstanding | $ 41,406 | $ 4,094 | $ 5,280 | $ 7,851 |
Options exercisable at March 31, 2021 | 32,326 | 3,945 | 4,788 | |
Vested and expected to vest at March 31, 2021 | $ 40,630 | $ 4,082 | $ 5,251 | |
Option awards subject to certain service and performance conditions | ||||
Number of Options | ||||
Granted | 1,120,000 |
EQUITY INCENTIVE PLAN - Restric
EQUITY INCENTIVE PLAN - Restricted stock Activity (Details) - Q S I Operations Inc - $ / shares | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Number of Shares of Restricted Stock | |||
Granted | 5,610,752 | ||
Outstanding non-vested restricted stock at March 31, 2021 | 5,610,752 | ||
Weighted Average Grant-Date Fair Value | |||
Outstanding non-vested restricted stock at December 31, 2020 | $ 0 | ||
Granted | 6.53 | $ 1.43 | $ 1.57 |
Outstanding non-vested restricted stock at March 31, 2021 | $ 6.53 | $ 0 | |
Restricted Stock [Member] | 2013 Employee, Director and Consultant Equity Incentive Plan | |||
Number of Shares of Restricted Stock | |||
Granted | 5,041,752 | 0 | 0 |
Restricted stock awards subject to certain service and performance conditions | General Counsel | 2013 Employee, Director and Consultant Equity Incentive Plan | |||
Number of Shares of Restricted Stock | |||
Granted | 213,600 | ||
Restricted stock awards subject to certain service and performance conditions | Employee | Chief Executive Officer | 2013 Employee, Director and Consultant Equity Incentive Plan | |||
Number of Shares of Restricted Stock | |||
Granted | 2,136,000 | ||
Restricted stock awards subject to certain service, market, and performance conditions | Employee | Chief Executive Officer | 2013 Employee, Director and Consultant Equity Incentive Plan | |||
Number of Shares of Restricted Stock | |||
Granted | 569,000 |
EQUITY INCENTIVE PLAN (Details)
EQUITY INCENTIVE PLAN (Details) - Q S I Operations Inc - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Total Stock-based compensation expense | $ 457 | $ 642 | $ 1,924 | $ 2,715 |
Research and development | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Total Stock-based compensation expense | 340 | 534 | 1,290 | 2,163 |
General and administrative | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Total Stock-based compensation expense | 40 | 49 | 324 | 354 |
Sales and marketing | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Total Stock-based compensation expense | $ 77 | $ 59 | $ 310 | $ 198 |
NET LOSS PER SHARE - Basic an_2
NET LOSS PER SHARE - Basic and Diluted (Details) - USD ($) | 3 Months Ended | 4 Months Ended | 7 Months Ended | 12 Months Ended | |||
Mar. 31, 2021 | Sep. 30, 2020 | Mar. 31, 2020 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Numerator | |||||||
Net loss | $ (10,405,903) | $ (673,687) | $ (574,687) | $ (3,586,390) | |||
Denominator | |||||||
Weighted average shares outstanding of common stock | 405,000 | 405,000 | |||||
Q S I Operations Inc | |||||||
Numerator | |||||||
Net loss | $ (11,779,000) | $ (10,314,000) | $ (36,613,000) | $ (35,792,000) | |||
Numerator for Basic and Dilutive Net Loss per Share - Loss attributable to Common Stockholders | $ (11,779,000) | $ (10,314,000) | $ (36,613,000) | $ (35,792,000) | |||
Denominator | |||||||
Common Stock | 6,932,353 | 6,696,563 | 6,715,314 | 6,453,890 | |||
Weighted average shares outstanding of common stock | 6,932,353 | 6,696,563 | 6,715,314 | 6,453,890 | |||
Basic and diluted income per share | $ (1.70) | $ (1.54) | $ (5.45) | $ (5.55) |
NET LOSS PER SHARE - Anti-dil_2
NET LOSS PER SHARE - Anti-dilutive common equivalent shares (Details) - Q S I Operations Inc - shares | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Anti-dilutive common equivalent shares | 106,198,376 | 95,760,559 | 100,030,198 | 94,095,327 |
Stock options | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Anti-dilutive common equivalent shares | 15,409,108 | 9,635,470 | 9,240,930 | 9,893,757 |
Outstanding convertible preferred stock (Series A through E) | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Anti-dilutive common equivalent shares | 90,789,268 | 86,125,089 | 90,789,268 | 84,201,570 |
INCOME TAXES (Details)_2
INCOME TAXES (Details) | 3 Months Ended | 7 Months Ended | 12 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Estimated annual effective tax rate | 0.00% | ||||
Federal statutory rate | 21.00% | ||||
Q S I Operations Inc | |||||
Estimated annual effective tax rate | 0.00% | 0.00% | 0.00% | 0.00% | |
Federal statutory rate | 21.00% | 21.00% | 21.00% |
RELATED PARTY TRANSACTIONS (D_2
RELATED PARTY TRANSACTIONS (Details) - Q S I Operations Inc - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Related Party Transaction [Line Items] | ||||
Operating lease, payments | $ 80 | $ 80 | $ 322 | |
Other assets - related party in prepaid advance | 738 | 738 | 994 | |
President, Chief Operating Officer and Other Employees | ||||
Related Party Transaction [Line Items] | ||||
Related parties payable amount | 150 | 170 | ||
4Catalyzer Corporation | ||||
Related Party Transaction [Line Items] | ||||
Operating lease, payments | 155 | 224 | ||
Other assets - related party in prepaid advance | 738 | 738 | 844 | |
Related party expense incurred | 535 | 380 | ||
Related parties operating expenses | 0 | 13 | 423 | |
4Catalyzer Corporation | Equipment Leased to Other Party | ||||
Related Party Transaction [Line Items] | ||||
Operating lease, payments | 73 | $ 46 | ||
Amended and Restated Technology Services Agreement | ||||
Related Party Transaction [Line Items] | ||||
Related party expense incurred | 1,516 | 2,214 | ||
Due to related parties | 13 | 28 | 44 | |
Due from Related Parties | $ 88 | 69 | $ 15 | |
Amounts are paid or received throughout the year within days after the end of each month | 30 days | |||
Amended and Restated Technology Services Agreement | President, Chief Operating Officer and Other Employees | ||||
Related Party Transaction [Line Items] | ||||
Related parties payable amount | $ 0 | $ 150 |
COMMITMENTS AND CONTINGENCIES_7
COMMITMENTS AND CONTINGENCIES (Details) - Q S I Operations Inc - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Mar. 29, 2021 | |
Value of the equipment under capital lease arrangements | $ 124 | $ 124 | |||
Interest expense | 1 | $ 2 | 6 | $ 5 | |
Unamortized balance of the lease obligation | 13 | 28 | |||
Minimum annual fixed payments for right to use intellectual property | $ 220 | $ 220 | |||
Payment for expenses in connection with business combination | $ 3,800 |
SUBSEQUENT EVENTS (Details)_2
SUBSEQUENT EVENTS (Details) - Q S I Operations Inc - USD ($) | Jun. 10, 2021 | Apr. 20, 2021 | Mar. 31, 2021 |
SUBSEQUENT EVENTS | |||
Number of units granted | 5,610,752 | ||
Amount of gross proceeds received | $ 511,176,000,000 | ||
Subsequent event | |||
SUBSEQUENT EVENTS | |||
Amount of gross proceeds received | $ 511,176 | ||
Subsequent event | Restricted stock units | |||
SUBSEQUENT EVENTS | |||
Number of units granted | 270,000 | ||
Subsequent event | Stock options | |||
SUBSEQUENT EVENTS | |||
Number of options granted | 1,550,000 | ||
Subsequent event | Performance shares | |||
SUBSEQUENT EVENTS | |||
Number of options granted | 625,000 |