Document and Entity Information
Document and Entity Information | 6 Months Ended |
Jun. 30, 2021 | |
Document and Entity Information [Abstract] | |
Document Type | S-1 |
Entity Registrant Name | Humacyte, Inc. |
Entity Filer Category | Non-accelerated Filer |
Entity Small Business | true |
Entity Emerging Growth Company | true |
Entity Ex Transition Period | false |
Entity Central Index Key | 0001818382 |
Amendment Flag | false |
BALANCE SHEET
BALANCE SHEET - USD ($) | Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | Jun. 30, 2020 |
ASSETS | ||||
Cash | $ 383,400 | $ 1,094,761 | ||
Prepaid assets | 79,381 | 148,977 | ||
Total current assets | 462,781 | 1,243,738 | ||
Marketable Securities held in Trust Account | 100,031,414 | 100,016,161 | ||
Total assets | 100,509,592 | 101,259,899 | ||
LIABILITIES, REDEEMABLE CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS' (DEFICIT) EQUITY | ||||
Accounts payable and accrued expenses | 6,364 | 5,000 | ||
Franchise tax payable | 213,475 | 113,475 | ||
Due to related party | 34,334 | |||
Promissory note - related party | 95,136 | |||
Total current liabilities | 219,839 | 247,945 | ||
Warrant Liabilities | 14,465,458 | 6,038,351 | ||
Deferred underwriters' discount payable | 2,122,723 | 1,959,758 | ||
Total liabilities | 16,808,020 | 8,246,054 | ||
Commitments | ||||
Redeemable Convertible Preferred Stock, Carrying Value | 78,701,570 | 88,013,840 | ||
Stockholders' deficit | ||||
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding | ||||
Additional paid-in capital | 12,729,166 | 3,579,954 | ||
Accumulated earnings (deficit) | (7,729,664) | 1,419,645 | ||
Total stockholders' equity | 5,000,002 | $ 5,000,010 | 5,000,005 | $ 0 |
Total liabilities, redeemable convertible preferred stock and stockholders' (deficit) equity | 100,509,592 | 101,259,899 | ||
Class A Common Stock [Member] | ||||
Stockholders' deficit | ||||
Common stock value | 250 | 156 | ||
Total stockholders' equity | 156 | 0 | ||
Common Class B [Member] | ||||
Stockholders' deficit | ||||
Common stock value | $ 250 | 250 | ||
Total stockholders' equity | $ 250 | $ 0 |
BALANCE SHEET (Parentheticals)
BALANCE SHEET (Parentheticals) - $ / shares | Jun. 30, 2021 | Dec. 31, 2020 |
Preferred stock par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, shares outstanding | 0 | 0 |
Preferred stock, share issued | 0 | 0 |
Class A common stock subject to possible redemption shares | 7,870,157 | 8,801,384 |
Class A Common Stock [Member] | ||
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock shares issued | 2,484,843 | 1,553,616 |
Common stock shares outstanding | 2,484,843 | 1,553,616 |
Class A common stock subject to possible redemption shares | 8,801,384 | |
Common Class B [Member] | ||
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 10,000,000 | 10,000,000 |
Common stock shares issued | 2,500,000 | 2,500,000 |
Common stock shares outstanding | 2,500,000 | 2,500,000 |
STATEMENT OF OPERATIONS
STATEMENT OF OPERATIONS - USD ($) | 3 Months Ended | 6 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2021 | Dec. 31, 2020 | |
Formation and operating costs | $ 243,668 | $ 737,486 | $ 249,524 |
Loss from operations | (243,668) | (737,486) | (249,524) |
Other Income | |||
Interest income | 12 | 31 | 16,191 |
Change in fair value of warrant liabilities | 528,317 | (8,427,107) | 1,970,001 |
Offering expenses related to warrant issuance | (317,023) | ||
Total other income (expenses), net | 529,891 | (8,411,823) | 1,669,169 |
Net income (loss) | $ 286,223 | $ (9,149,309) | $ 1,419,645 |
Weighted average shares outstanding, Non-redeemable common stock (in Shares) | 4,984,843 | 4,539,131 | |
Class A Common Stock [Member] | |||
Other Income | |||
Weighted average shares outstanding, Non-redeemable common stock (in Shares) | 6,338,515 | ||
Basic and diluted net loss per share, Non-redeemable (in Dollars per share) | $ 0 | ||
Common Class B [Member] | |||
Other Income | |||
Weighted average shares outstanding, Non-redeemable common stock (in Shares) | 2,500,000 | ||
Basic and diluted net loss per share, Non-redeemable (in Dollars per share) | $ 0.56 |
STATEMENT OF CHANGES IN STOCKHO
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY - USD ($) | Class A Common Stock [Member] | Common Class B [Member] | Additional Paid-in Capital | Accumulated Deficit | Total |
Balance at the beginning at Jun. 30, 2020 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 |
Balance (in Shares) at Jun. 30, 2020 | 0 | ||||
Balance at the beginning at Jun. 30, 2020 | $ 0 | 0 | 0 | 0 | 0 |
Balance (in Shares) at Jun. 30, 2020 | 0 | ||||
Value of common shares issued to certain investors | $ 288 | 24,712 | 25,000 | ||
Class B common stock issued to Sponsor (in Shares) | 2,875,000 | ||||
Sale of Units in Initial Public Offering | $ 1,000 | 99,999,000 | 100,000,000 | ||
Sale of Units in Initial Public Offering (in Shares) | 10,000,000 | ||||
Underwriter fee | (2,000,000) | (2,000,000) | |||
Fair value of warrants | (8,008,352) | (8,008,352) | |||
Reclassification of offering cost related to warrant issuance | 317,023 | 317,023 | |||
Sale of Private Placement Units | $ 36 | 3,549,964 | 3,550,000 | ||
Sale of Private Placement Units (in Shares) | 355,000 | ||||
Forfeiture of 375,000 shares by initial stockholders | $ (38) | 38 | |||
Forfeiture of 375,000 shares by initial stockholders (in Shares) | (375,000) | ||||
Deferred underwriting discount | (1,959,758) | (1,959,758) | |||
Offering costs charged to the stockholders' equity | (329,713) | (329,713) | |||
Change in Class A common stock subject to possible redemption | $ (880) | (88,012,960) | (88,013,840) | ||
Change in Class A common stock subject to possible redemption (in Shares) | (8,801,384) | ||||
Net loss | 1,419,645 | 1,419,645 | |||
Balance at the end at Dec. 31, 2020 | $ 156 | $ 250 | 3,579,954 | 1,419,645 | 5,000,005 |
Balance (in Shares) at Dec. 31, 2020 | 1,553,616 | 2,500,000 | |||
Change in Class A common stock subject to possible redemption | 9,603,504 | 9,603,600 | |||
Net loss | (9,435,532) | (9,435,532) | |||
Balance at the end at Mar. 31, 2021 | 13,015,395 | (8,015,887) | 5,000,010 | ||
Balance at the beginning at Dec. 31, 2020 | $ 156 | $ 250 | 3,579,954 | 1,419,645 | 5,000,005 |
Balance (in Shares) at Dec. 31, 2020 | 1,553,616 | 2,500,000 | |||
Balance at the end at Jun. 30, 2021 | 12,729,166 | (7,729,664) | 5,000,002 | ||
Balance at the beginning at Mar. 31, 2021 | 13,015,395 | (8,015,887) | 5,000,010 | ||
Change in Class A common stock subject to possible redemption | (291,328) | (291,330) | |||
Net loss | 286,223 | 286,223 | |||
Balance at the end at Jun. 30, 2021 | $ 12,729,166 | $ (7,729,664) | $ 5,000,002 |
STATEMENT OF CHANGES IN STOCK_2
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (Parentheticals) | 6 Months Ended |
Dec. 31, 2020shares | |
Statements of Changes in Redeemable Convertible Preferred Stock and Stockholders' Deficit | |
Forfeiture of shares by initial stockholders | 375,000 |
STATEMENT OF CASH FLOWS
STATEMENT OF CASH FLOWS | 6 Months Ended |
Dec. 31, 2020USD ($) | |
Cash Flows from Operating Activities: | |
Net loss | $ 1,419,645 |
Adjustments to reconcile net loss to net cash used in operating activities: | |
Interest earned on marketable securities held in trust | (16,161) |
Change in fair value of warrant liabilities | (1,970,001) |
Offering costs allocated to warrants | 317,023 |
Changes in current assets and current liabilities: | |
Prepaid assets | (148,977) |
Due to related party | 34,334 |
Franchise tax payable | 113,475 |
Accounts payable | 5,000 |
Net cash used in operating activities | (245,662) |
Cash Flows from Investing Activities: | |
Investment of cash into trust account | (100,000,000) |
Net cash used in investing activities | (100,000,000) |
Cash Flows from Financing Activities: | |
Gross proceeds | 98,000,000 |
Proceeds from private placement | 3,550,000 |
Proceeds from issuance of founder shares | 25,000 |
Proceeds from issuance of promissory note to related party | 95,136 |
Payments of offering costs | (329,713) |
Net cash provided by (used in) financing activities | 101,340,423 |
Net decrease in cash and cash equivalents | 1,094,761 |
Cash - Ending | 1,094,761 |
Supplemental Disclosure of Non-cash Financing Activities: | |
Initial value of Class A common stock subject to possible redemption | 86,243,120 |
Initial value of warrant liabilities | 8,008,352 |
Change in value of Class A common stock subject to possible redemption | 1,770,720 |
Change in deferred underwriter discount payable charged to additional paid in capital | $ 1,959,758 |
Organization and Business Opera
Organization and Business Operations | 6 Months Ended | |
Jun. 30, 2021 | Dec. 31, 2020 | |
Organization and Description of Business | ||
Organization and Business Operations | Note 1 — Organization and Business Operations Organization and General Alpha Healthcare Acquisition Corp. (the “Company”) was incorporated as a Delaware corporation on July 1, 2020. The Company was incorporated 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 “Business Combination”). The Company has not selected any specific business combination target and the Company has not, nor has anyone on its behalf, initiated any substantive discussions, directly or indirectly, with any business combination target. The Company has selected December 31 as its fiscal year end. On February 17, 2021, the Company entered into a business combination agreement (the “Business Combination Agreement”) by and among the Company, Hunter Merger Sub, Inc., a Delaware corporation (“Merger Sub”), and Humacyte, Inc., a Delaware corporation (“Humacyte”). The Business Combination Agreement provides, among other things, that on the terms and subject to the conditions set forth therein, Merger Sub will merge with and into Humacyte, with Humacyte surviving as a wholly-owned subsidiary of the Company (the “Business Combination”). Upon the closing of the Business Combination (the “Closing”), it is anticipated that the Company will change its name to “Humacyte, Inc.” As of June 30, 2021, the Company had not yet commenced any operations. All activity through June 30, 2021, relates to the Company’s formation and the Initial Public Offering (“IPO”) described below. 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 on cash and cash equivalents from the proceeds derived from the IPO. Financing The registration statement for the Company’s IPO was declared effective on September 17, 2020 (the “Effective Date”). On September 22, 2020, the Company consummated the IPO of 10,000,000 units (the “Units” and, with respect to the shares of Class A common stock included in the Units sold, the “Public Shares”), at $10.00 per Unit, generating gross proceeds of $100,000,000, which is described in Note 3. Simultaneously with the closing of the IPO, the Company consummated the sale of 355,000 Units (the “Private Placement Units”) the Sponsor, Oppenheimer & Co. Inc. (“Oppenheimer”) and Northland Securities, Inc. (“Northland”) at a purchase price of $10.00 per Private Placement Unit, generating gross proceeds to the Company of $3,550,000, which is described in Note 4. Transaction costs amounted to $4,197,388 consisting of $2,000,000 of underwriting fee, $1,959,758 of deferred underwriting fee and $329,713 of other offering costs. Of the total transaction cost $317,023 was expensed as non-operating expenses in that statement of operations with the rest of the offering cost charged to stockholders’ equity. The transaction costs were allocated based on the relative fair value basis, compared to the total offering proceeds, between the fair value of the public warrant liabilities and the Class A common stock. Trust Account Following the closing of the IPO on September 22, 2020, an amount of $100,000,000 from the net proceeds of the sale of the Units in the IPO and the sale of the Private Placement Units was placed in a trust account (“Trust Account”) which will be invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of 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 meeting the conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company. Except with respect to interest earned on the funds held in the trust account that may be released to the Company to pay its tax obligations, the proceeds from the IPO and the sale of the private placement units will not be released from the trust account until the earliest of (a) the completion of the Company’s initial business combination, (b) the redemption of any public shares properly submitted in connection with a stockholder vote to amend the Company’s amended and restated certificate of incorporation, and (c) the redemption of the Company’s public shares if the Company is unable to complete the initial business combination within 24 months from the closing of the IPO, subject to applicable law. The proceeds deposited in the trust account could become subject to the claims of the Company’s creditors, if any, which could have priority over the claims of the Company’s public stockholders. Initial Business Combination The Company’s management has broad discretion with respect to the specific application of the net proceeds of the IPO, although substantially all of the net proceeds are intended to be generally applied toward consummating a business combination. The Company’s business combination must be with one or more target businesses that together have a fair market value equal to at least 80% of the balance in the Trust Account (as defined below) (net of taxes payable) at the time of the signing an agreement to enter into a business combination. However, the Company will only complete a business combination if the post-business combination company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. There is no assurance that the Company will be able to successfully effect a business combination. The Company will provide its public stockholders with the opportunity to redeem all or a portion of their public shares upon the completion of the initial business combination either (i) in connection with a stockholder meeting called to approve the initial business combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a proposed initial business combination or conduct a tender offer will be made by the Company, solely in its discretion. The stockholders will be entitled to redeem their shares for a pro rata portion of the amount then on deposit in the Trust Account (initially $10.00 per share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations). The shares of common stock subject to redemption is recorded at a redemption value and classified as temporary equity upon the completion of the IPO, in accordance with Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” In such case, the Company will proceed with a business combination if the Company has net tangible assets of at least $5,000,001 either immediately prior to or upon consummation of a business combination and, if the Company seeks stockholder approval, a majority of the issued and outstanding shares voted are voted in favor of the business combination. The Company will have 24 months from the closing of the IPO (with the ability to extend with stockholder approval) to consummate a business combination (the “Combination Period”). However, if the Company is unable to complete a business combination within the Combination Period, the Company will redeem 100% of the outstanding public shares for a pro rata portion of the funds held in the Trust Account, equal to the aggregate amount then on deposit in the trust account including interest earned on the funds held in the trust account and not previously released to the Company, divided by the number of then outstanding public shares, subject to applicable law and as further described in the registration statement, and then seek to dissolve and liquidate. The Company’s sponsor, officers and directors have agreed to (i) waive their redemption rights with respect to their founder shares, private placement shares and public shares in connection with the completion of the initial business combination, (ii) waive their redemption rights with respect to their founder shares and public shares in connection with a stockholder vote to approve an amendment to the Company’s amended and restated certificate of incorporation, and (iii) waive their rights to liquidating distributions from the trust account with respect to their founder shares and private placement shares if the Company fails to complete the initial business combination within the Combination Period. The Company’s sponsor has agreed that it will 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 entered into a written letter of intent, confidentiality or similar agreement or business combination 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 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 the monies held in the trust account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of the underwriters of the IPO against certain liabilities, including liabilities under the Securities Act. However, the Company has not asked its sponsor to reserve for such indemnification obligations, nor has the Company independently verified whether its sponsor has sufficient funds to satisfy its indemnity obligations and believe that the Company’s sponsor’s only assets are securities of the Company. Therefore, the Company cannot assure that its sponsor would be able to satisfy those obligations. Proposed Business Combination with Humacyte Business Combination Agreement If the Business Combination Agreement is approved and adopted and the business combination is subsequently completed, Merger Sub will merge with and into Humacyte, with Humacyte as the surviving company in the merger and, after giving effect to such merger, Humacyte shall be a wholly owned subsidiary of AHAC. Under the terms of the Business Combination Agreement, at the effective time of the Business Combination (the “Effective Time”), (i) each outstanding share of Humacyte common stock will be cancelled and converted into the right to receive a number of shares of common stock of New Humacyte (the “New Humacyte common stock”) equal to the Exchange Ratio (as defined in this proxy statement/prospectus); (ii) each outstanding share of Humacyte preferred stock will be cancelled and converted into the right to receive a number of shares of New Humacyte common stock equal to (A) the aggregate number of shares of Humacyte common stock that would be issued upon conversion of the shares of Humacyte preferred stock based on the applicable conversion ratio immediately prior to the Effective Time, multiplied by (B) the Exchange Ratio; and (iii) each outstanding Humacyte option or warrant will be converted into an option or warrant, as applicable, to purchase a number of shares of New Humacyte common stock equal to (A) the number of shares of Humacyte common stock subject to such option or warrant multiplied by (B) the Exchange Ratio at an exercise price per share equal to the current exercise price per share for such option or warrant divided by the Exchange Ratio; in each case, rounded down to the nearest whole share. Holders of shares of Humacyte common stock and Humacyte preferred stock also will be eligible to receive up to an aggregate of 15,000,000 shares of New Humacyte common stock based on the share price performance of the New Humacyte common stock. The Exchange Ratio is approximately 0.26260. Sponsor Support Agreement In connection with the execution of the Business Combination Agreement, Sponsor and the other holders (the “Company Supporting Stockholders”) of the Class B Common Stock entered into a support agreement with AHAC and Humacyte (the “Sponsor Support Agreement”). Under the Sponsor Support Agreement, each Company Supporting Stockholder agreed to vote, at any meeting of the stockholders of AHAC and in any action by written consent of the stockholders of AHAC, all of such Company Supporting Stockholder’s Class A Common Stock and Class B Common Stock (i) in favor of (a) the Business Combination Agreement and the transactions contemplated thereby and (b) the other proposals that AHAC and Humacyte agreed in the Business Combination Agreement shall be submitted at such meeting for approval by AHAC’s stockholders together with the proposal to obtain the Company Stockholder Approval (the “Required Transaction Proposals”) and (ii) against any proposal that conflicts or materially impedes or interferes with any Required Transaction Proposals or that would adversely affect or delay the Business Combination. The Sponsor Support Agreement also prohibits each Company Supporting Stockholder from, among other things and subject to certain exceptions, selling, assigning or transferring any Class A Common Stock or Class B Common Stock held by such Company Supporting Stockholder or taking any action that would have the effect of preventing or materially delaying such Company Supporting Stockholder from performing his, her or its obligations under the Sponsor Support Agreement. In addition, in the Sponsor Support Agreement, each Company Supporting Stockholder agreed to waive, and not to assert or perfect, among other things, any rights to adjustment or other anti-dilution protections with respect to the rate at which the shares of Class B Common Stock held by the Company Supporting Stockholders convert into shares of Class A Common Stock in connection with the transactions contemplated by the Business Combination Agreement. Humacyte Support Agreement In connection with the execution of the Business Combination Agreement, certain Humacyte stockholders (the “Humacyte Supporting Stockholders”) entered into a support agreement with AHAC (the “Humacyte Support Agreement”). Under the Humacyte Support Agreement, each Humacyte Supporting Stockholder agreed, within two business days following the date that AHAC delivers the proxy statement/prospectus to AHAC’s stockholders (following the date that the proxy statement/prospectus becomes effective), to execute and deliver a written consent with respect to all outstanding shares of Humacyte common stock and preferred stock held by such Humacyte Supporting Stockholder (the “Subject Humacyte Shares”) approving the Business Combination Agreement and the transactions contemplated thereby. In addition to the foregoing, each Humacyte Supporting Stockholder agreed that, at any meeting of the holders of Humacyte capital stock, each such Humacyte Supporting Stockholder will appear at the meeting, in person or by proxy, and cause its Subject Humacyte Shares to be voted (i) to approve and adopt the Business Combination Agreement, the transactions contemplated thereby, and any other matters necessary or reasonably requested by Humacyte for consummation of the Business Combination; and (ii) against any proposal that conflicts or materially impedes or interferes with, or would adversely affect or delay, the consummation of the transactions contemplated by the Business Combination Agreement. The Humacyte Support Agreement also prohibits the Humacyte Supporting Stockholders from, among other things, (i) transferring any of the Subject Humacyte Shares; (ii) entering into (a) any option, commitment or other arrangement that would require the Humacyte Support Stockholders to transfer the Subject Humacyte Shares, or (b) any voting trust, proxy or other contract with respect to the voting or transfer of the Subject Humacyte Shares; or (iii) taking any action in furtherance of the foregoing. In addition, under the Humacyte Support Agreement, each Humacyte Supporting Stockholder agreed (i) not to exercise any rights of appraisal or dissenter’s rights relating to the Business Combination Agreement and the transactions contemplated thereby; and (ii) to irrevocably waive, on behalf of itself and each other holder of Humacyte preferred stock, any right to certain payments upon liquidation of Humacyte pursuant to its certificate of incorporation. PIPE Subscription Agreements In connection with the Business Combination, the Company entered into subscription agreements with certain investors (the “Subscription Agreements”), pursuant to which, among other things, certain investors (the “PIPE Investors”) have subscribed to purchase an aggregate of 17,500,000 shares of Class A Common Stock (together, the “PIPE Investment”) for a purchase price of $10.00 per share, or an aggregate purchase price of $175,000,000, which shares are to be issued at the Closing. The obligations of each party to consummate the PIPE Investment are conditioned upon, among other things, customary closing conditions and the consummation of the transactions contemplated by the Business Combination Agreement. The closing of the PIPE Investment will occur on the date of and immediately prior to the consummation of the Business Combination and is conditioned thereon and on other customary closing conditions. The Class A Common Stock to be issued pursuant to the Subscription Agreements has not been registered under the Securities Act, and will be issued in reliance upon the exemption provided under Section 4(a)(2) of the Securities Act and Regulation D promulgated thereunder. The Subscription Agreements will terminate and be void and of no further force or effect upon the earliest to occur of: (a) such date and time as the Business Combination Agreement is terminated in accordance with its terms, (b) the mutual written consent of each of the parties to each such Subscription Agreement, (c) AHAC’s notification to the PIPE Investors in writing that it has abandoned its plans to move forward with the Business Combination and/or has terminated a PIPE Investor’s obligations, (d) the conditions to closing set forth in the Subscription Agreement not having been satisfied or waived on or prior to the date of the Closing and, as a result thereof, the transactions contemplated by the Subscription Agreement are not consummated at the Closing, or (e) the Termination Date, if the Closing has not occurred on or prior to such date. Investor Rights and Lock-up Agreement At the Effective Time, AHAC and certain of the Humacyte stockholders and AHAC stockholders will enter into the Investor Rights and Lock-up Agreement, pursuant to which, among other things, (a) such stockholders (i) will agree not to effect any sale or distribution of any shares held by any of them during the one-year lock-up period described therein, (ii) will be granted certain registration rights with respect to certain shares of securities held by them, and (iii) provides for certain provisions related to the New Humacyte Board, in each case, on the terms and subject to the conditions therein. Pursuant to the Investor Rights and Lock-up Agreement, the Sponsor and Messrs. Carlson, Robertson, Springer and Xie, directors of AHAC, will have the right to designate, and the New Humacyte Board will nominate, one individual for election to the New Humacyte Board for so long as the designating stockholders collectively own at least 5.0% of New Humacyte common stock. If the volume weighted average price (“VWAP”) of New Humacyte common stock on Nasdaq, or any other national securities exchange on which New Humacyte common stock is then traded, is greater than or equal to $15.00 over any 20 trading days within any 30 trading day period following the Closing, then, commencing at least 180 days after the Closing, the lock-up period shall be deemed to have expired with respect to 50% of the shares of New Humacyte common stock held by each party subject to the Investor Rights and Lock-up Agreement. The lock-up period shall not apply to any shares purchased in the PIPE Investment by parties to the Investor Rights and Lock-up Agreement. Lock-up Agreement At the Effective Time, certain Humacyte stockholders who do not enter into the Investor Rights and Lock-up Agreement will enter into a lock-up agreement (the “Lock-up Agreement”) restricting their ability to transfer. The Lock-up Agreement has substantially the same terms as the Investor Rights and Lock-up Agreement, described above in “— Investor Rights and Lock-up Agreement The above description of the proposed Business Combination should be read in conjunction with the disclosures contained in the Form S-4 originally filed by the Company with the SEC on March 23, 2021 and declared effective by the SEC on August 4, 2021. Liquidity As of June 30, 2021, the Company had cash outside the Trust Account of $383,400 available for working capital needs. All remaining cash held in the Trust Account are generally unavailable for the Company’s use, prior to an initial business combination, and is restricted for use either in a Business Combination or to redeem common stock. As of June 30, 2021 and December 31, 2020, none of the amount in the Trust Account was available to be withdrawn as described above. Through June 30, 2021, the Company’s liquidity needs were satisfied through receipt of $25,000 from the sale of the founder shares, advances from the Sponsor in an aggregate amount of $147,763 and the remaining net proceeds from the IPO and the sale of Private Placement Units. The Company anticipates that the $383,400 outside of the Trust Account as of June 30, 2021, will be sufficient to allow the Company to operate for at least the next 12 months from the issuance of the financial statements, assuming that a Business Combination is not consummated during that time. Until consummation of its Business Combination, the Company will be using the funds not held in the Trust Account, and any additional Working Capital Loans (as defined in Note 5) from the initial stockholders, the Company’s officers and directors, or their respective affiliates (which is described in Note 5), for identifying and evaluating prospective acquisition candidates, performing business due diligence on prospective target businesses, traveling to and from the offices, plants or similar locations of prospective target businesses, reviewing corporate documents and material agreements of prospective target businesses, selecting the target business to acquire and structuring, negotiating and consummating the Business Combination. The Company does not believe it will need to raise additional funds in order to meet the expenditures required for operating its business. However, if the Company’s estimates of the costs of undertaking in-depth due diligence and negotiating business combination is less than the actual amount necessary to do so, the Company may have insufficient funds available to operate its business prior to the business combination. Moreover, the Company will need to raise additional capital through loans from its Sponsor, officers, directors, or third parties. None of the Sponsor, officers or directors are under any obligation to advance funds to, or to invest in, the Company. If the Company is unable to raise additional capital, it may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit of its business plan, and reducing overhead expenses. The Company cannot provide any assurance that new financing will be available to it on commercially acceptable terms, if at all. Risks and Uncertainties On January 30, 2020, the World Health Organization (“WHO”) announced a global health emergency because of a new strain of coronavirus (the “COVID-19 outbreak”). In March 2020, the WHO classified the COVID-19 outbreak as a pandemic, based on the rapid increase in exposure globally. The full impact of the COVID-19 outbreak continues to evolve. The impact of the COVID-19 outbreak on the Company’s financial position will depend on future developments, including the duration and spread of the outbreak and related advisories and restrictions. These developments and the impact of the COVID-19 outbreak on the financial markets and the overall economy are highly uncertain and cannot be predicted. If the financial markets and/or the overall economy are impacted for an extended period, the Company’s financial position may be materially adversely affected. Additionally, the Company’s ability to complete an initial business combination may be materially adversely affected due to significant governmental measures being implemented to contain the COVID-19 outbreak or treat its impact, including travel restrictions, the shutdown of businesses and quarantines, among others, which may limit the Company’s ability to have meetings with potential investors or affect the ability of a potential target company’s personnel, vendors and service providers to negotiate and consummate an initial business combination in a timely manner. The Company’s ability to consummate an initial business combination may also be dependent on the ability to raise additional equity and debt financing, which may be impacted by the COVID-19 outbreak and the resulting market downturn. | Note 1 — Organization and Business Operations Organization and General Alpha Healthcare Acquisition Corp. (the “Company”) was incorporated as a Delaware corporation on July 1, 2020. The Company was incorporated 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 “Business Combination”). The Company has not selected any specific business combination target and the Company has not, nor has anyone on its behalf, initiated any substantive discussions, directly or indirectly, with any business combination target. The Company has selected December 31 as its fiscal year end. As of December 31, 2020, the Company had not yet commenced any operations. All activity through December 31, 2020, relates to the Company’s formation and the Initial Public Offering (“IPO”) described below. 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 on cash and cash equivalents from the proceeds derived from the IPO. Financing The registration statement for the Company’s IPO was declared effective on September 17, 2020 (the “Effective Date”). On September 22, 2020, the Company consummated the IPO of 10,000,000 units (the “Units” and, with respect to the shares of Class A common stock included in the Units sold, the “Public Shares”), at $10.00 per Unit, generating gross proceeds of $100,000,000, which is described in Note 4. Simultaneously with the closing of the IPO, the Company consummated the sale of 355,000 Units (the “Private Placement Units”) the Sponsor, Oppenheimer & Co. Inc. (“Oppenheimer”) and Northland Securities, Inc. (“Northland”) at a purchase price of $10.00 per Private Placement Unit, generating gross proceeds to the Company of $3,550,000, which is described in Note 5. Transaction costs amounted to $4,197,388 consisting of $2,000,000 of underwriting fee, $1,959,758 of deferred underwriting fee and $329,713 of other offering costs. Of the total transaction cost $317,023 was expensed as non-operating expenses in that statement of operations with the rest of the offering cost charged to stockholders’ equity. The transaction costs were allocated based on the relative fair value basis, compared to the total offering proceeds, between the fair value of the public warrant liabilities and the Class A common stock. Trust Account Following the closing of the IPO on September 22, 2020, an amount of $100,000,000 from the net proceeds of the sale of the Units in the IPO and the sale of the Private Placement Units was placed in a trust account (“Trust Account”) which will be invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of 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 meeting the conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company. Except with respect to interest earned on the funds held in the trust account that may be released to the Company to pay its tax obligations, the proceeds from the IPO and the sale of the private placement units will not be released from the trust account until the earliest of (a) the completion of the Company’s initial business combination, (b) the redemption of any public shares properly submitted in connection with a stockholder vote to amend the Company’s amended and restated certificate of incorporation, and (c) the redemption of the Company’s public shares if the Company is unable to complete the initial business combination within 24 months from the closing of the IPO, subject to applicable law. The proceeds deposited in the trust account could become subject to the claims of the Company’s creditors, if any, which could have priority over the claims of the Company’s public stockholders. Initial Business Combination The Company’s management has broad discretion with respect to the specific application of the net proceeds of the IPO, although substantially all of the net proceeds are intended to be generally applied toward consummating a business combination. Note 1 — Organization and Business Operations (continued) The Company’s business combination must be with one or more target businesses that together have a fair market value equal to at least 80% of the balance in the Trust Account (as defined below) (net of taxes payable) at the time of the signing an agreement to enter into a business combination. However, the Company will only complete a business combination if the post-business combination company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. There is no assurance that the Company will be able to successfully effect a business combination. The Company will provide its public stockholders with the opportunity to redeem all or a portion of their public shares upon the completion of the initial business combination either (i) in connection with a stockholder meeting called to approve the initial business combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a proposed initial business combination or conduct a tender offer will be made by the Company, solely in its discretion. The stockholders will be entitled to redeem their shares for a pro rata portion of the amount then on deposit in the Trust Account (initially $10.00 per share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations). The shares of common stock subject to redemption is recorded at a redemption value and classified as temporary equity upon the completion of the IPO, in accordance with Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” In such case, the Company will proceed with a business combination if the Company has net tangible assets of at least $5,000,001 either immediately prior to or upon consummation of a business combination and, if the Company seeks stockholder approval, a majority of the issued and outstanding shares voted are voted in favor of the business combination. The Company will have 24 months from the closing of the IPO (with the ability to extend with stockholder approval) to consummate a business combination (the “Combination Period”). However, if the Company is unable to complete a business combination within the Combination Period, the Company will redeem 100% of the outstanding public shares for a pro rata portion of the funds held in the Trust Account, equal to the aggregate amount then on deposit in the trust account including interest earned on the funds held in the trust account and not previously released to the Company, divided by the number of then outstanding public shares, subject to applicable law and as further described in the registration statement, and then seek to dissolve and liquidate. The Company’s sponsor, officers and directors have agreed to (i) waive their redemption rights with respect to their founder shares, private placement shares and public shares in connection with the completion of the initial business combination, (ii) waive their redemption rights with respect to their founder shares and public shares in connection with a stockholder vote to approve an amendment to the Company’s amended and restated certificate of incorporation, and (iii) waive their rights to liquidating distributions from the trust account with respect to their founder shares and private placement shares if the Company fails to complete the initial business combination within the Combination Period. The Company’s sponsor has agreed that it will 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 entered into a written letter of intent, confidentiality or similar agreement or business combination 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 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 the monies held in the trust account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of the underwriters of the IPO against certain liabilities, including liabilities under the Securities Act. However, the Company has not asked its sponsor to reserve for such indemnification obligations, nor has the Company independently verified whether its sponsor has sufficient funds to satisfy its indemnity obligations and believe that the Company’s sponsor’s only assets are securities of the Company. Therefore, the Company cannot assure that its sponsor would be able to satisfy those obligations. Note 1 — Organization and Business Operations (continued) Liquidity As of December 31, 2020, the Company had cash outside the Trust Account of $1,094,761 available for working capital needs. All remaining cash held in the Trust Account are generally unavailable for the Company’s use, prior to an initial business combination, and is restricted for use either in a Business Combination or to redeem common stock. As of December 31, 2020, none of the amount in the Trust Account was available to be withdrawn as described above. Through December 31, 2020, the Company’s liquidity needs were satisfied through receipt of $25,000 from the sale of the founder shares, advances from the Sponsor in an aggregate amount of $95,136 and the remaining net proceeds from the IPO and the sale of Private Placement Units. The Company anticipates that the $1,094,761 outside of the Trust Account as of December 31, 2020, will be sufficient to allow the Company to operate for at least the next 12 months from the issuance of the financial statements, assuming that a Business Combination is not consummated during that time. Until consummation of its Business Combination, the Company will be using the funds not held in the Trust Account, and any additional Working Capital Loans (as defined in Note 6) from the initial stockholders, the Company’s officers and directors, or their respective affiliates (which is described in Note 6), for identifying and evaluating prospective acquisition candidates, performing business due diligence on prospective target businesses, traveling to and from the offices, plants or similar locations of prospective target businesses, reviewing corporate documents and material agreements of prospective target businesses, selecting the target business to acquire and structuring, negotiating and consummating the Business Combination. The Company does not believe it will need to raise additional funds in order to meet the expenditures required for operating its business. However, if the Company’s estimates of the costs of undertaking in-depth due diligence and negotiating business combination is less than the actual amount necessary to do so, the Company may have insufficient funds available to operate its business prior to the business combination. Moreover, the Company will need to raise additional capital through loans from its Sponsor, officers, directors, or third parties. None of the Sponsor, officers or directors are under any obligation to advance funds to, or to invest in, the Company. If the Company is unable to raise additional capital, it may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit of its business plan, and reducing overhead expenses. The Company cannot provide any assurance that new financing will be available to it on commercially acceptable terms, if at all. Risks and Uncertainties On January 30, 2020, the World Health Organization (“WHO”) announced a global health emergency because of a new strain of coronavirus (the “COVID-19 outbreak”). In March 2020, the WHO classified the COVID-19 outbreak as a pandemic, based on the rapid increase in exposure globally. The full impact of the COVID-19 outbreak continues to evolve. The impact of the COVID-19 outbreak on the Company’s financial position will depend on future developments, including the duration and spread of the outbreak and related advisories and restrictions. These developments and the impact of the COVID-19 outbreak on the financial markets and the overall economy are highly uncertain and cannot be predicted. If the financial markets and/or the overall economy are impacted for an extended period, the Company’s financial position may be materially adversely affected. Additionally, the Company’s ability to complete an initial business combination may be materially adversely affected due to significant governmental measures being implemented to contain the COVID-19 outbreak or treat its impact, including travel restrictions, the shutdown of businesses and quarantines, among others, which may limit the Company’s ability to have meetings with potential investors or affect the ability of a potential target company’s personnel, vendors and service providers to negotiate and consummate an initial business combination in a timely manner. The Company’s ability to consummate an initial business combination may also be dependent on the ability to raise additional equity and debt financing, which may be impacted by the COVID-19 outbreak and the resulting market downturn. |
Restatement of Previously Issue
Restatement of Previously Issued Financial Statements | 6 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 On April 12, 2021, the Staff of the SEC issued a statement entitled “Staff Statement on Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies.” In the statement, the SEC Staff, among other things, highlighted potential accounting implications of certain terms that are common in warrants issued in connection with the initial public offerings of special purpose acquisition companies such as the Company. As a result of the Staff statement and in light of evolving views as to certain provisions commonly included in warrants issued by special purpose acquisition companies, the Company re-evaluated the accounting for Public and Private Placement Warrants, collectively (“Warrants”) under ASC 815-40, Derivatives and Hedging — Contracts in Entity’s Own Equity Accordingly, the Company has have restated the value and classification of the Warrants in the Company’s financial statements included herein (“Restatement”). The following summarizes the effect of the Restatement on each financial statement line item for each period presented herein, each prior interim period of the current fiscal year, and as of the date of the Company’s consummation of its IPO. As of December 31, 2020 As Reported Adjustment As Adjusted Balance Sheet Warrant Liabilities $ — $ 6,038,351 $ 6,038,351 Deferred underwriting fee 1,847,788 111,970 1,959,758 Total Liabilities 2,095,733 6,150,321 8,246,054 Shares Subject to Redemption 94,164,160 (6,150,321) 88,013,840 Class A Common Stock 94 62 156 Class B Common Stock 250 — 250 Additional Paid in Capital 5,232,995 (1,653,041) 3,579,954 (Accumulated Deficit)/Retained Earnings (233,333) 1,652,978 1,419,645 Total Stockholders’ Equity $ 5,000,006 $ (1) $ 5,000,005 Note 2 — Restatement of Previously Issued Financial Statements (continued) For the from July 1, 2020 (inception) to December 31, 2020 As Reported Adjustment As Adjusted Statement of Operations: Loss from operations $ (249,524) $ — $ (249,524) Other (expense) income: — — — Change in fair value of warrant liabilities — 1,970,001 1,970,001 Offering expense related to warrant issuance — (317,023) (317,023) Interest income 16,191 — 16,191 Total other (expense) income 16,191 1,652,978 1,669,169 Net (loss)/income (233,333) 1,652,978 1,419,645 Weighted average shares outstanding – basic and diluted 3,060,308 (3,060,308) — Basic and Diluted net (loss)/income per share $ (0.08) $ 0.08 $ — Weighted average shares outstanding, Class A ordinary shares subject to possible redemption — 6,338,515 6,338,515 Basic and diluted net income per share, Class A ordinary shares subject to possible redemption — $ 0.00 $ 0.00 Weighted average shares outstanding, Non-redeemable ordinary shares — 2,500,000 2,500,000 Basic and diluted net loss per share, Non-redeemable ordinary shares — $ 0.56 $ 0.56 As Reported Adjustment As Adjusted For the period from July 1, 2020 (inception) to December 31, 2020 Statement of Cash Flows: Net (loss) / income $ (233,333) $ 1,652,978 $ 1,419,645 Change in fair value of warrant liabilities — 1,970,001 1,970,001 Offering expense related to warrant issuance — (317,023) (317,023) Adjustments to reconcile net loss to net cash used in operating activities Net cash used in operating activities (245,662) — (245,662) Net cash used in investing activities (100,000,000) — (100,000,000) Net cash provided by financing activities 101,340,423 — 101,340,423 Net change in cash $ 1,094,761 $ — $ 1,094,761 Supplemental Non-cash financing activities disclosure Initial value of Class A common stock subject to possible redemption $ 94,394,110 $ (8,150,990) $ 86,243,120 Initial value of warrant liabilities $ — $ 8,008,352 $ 8,008,352 Change in value of Class A common stock subject to possible redemption $ (229,950) $ 2,000,670 $ 1,770,720 Deferred underwriters’ discount payable charged to additional paid-in-capital $ 1,847,788 $ 111,970 $ 1,959,758 As of September 30, 2020 As Reported Adjustment As Adjusted Balance Sheet Warrant Liabilities $ — $ 7,790,373 $ 7,790,373 Deferred underwriting fee 1,846,265 140,937 1,987,202 Total Liabilities 1,966,737 7,931,310 9,898,047 Shares Subject to Redemption 94,358,060 (7,931,310) 86,426,750 Class A Common Stock 92 80 172 Class B Common Stock 288 288 Additional Paid in Capital 5,040,582 98,964 5,139,546 (Accumulated Deficit) (40,952) (99,044) (139,996) Total Stockholders’ Equity 5,000,010 — 5,000,010 Note 2 — Restatement of Previously Issued Financial Statements (continued) For the period from July 1, 2020 (inception) to September 30, 2020 As Reported Adjustment As Adjusted Statement of Operations: Loss from operations $ (18,775) $ — $ (18,775) Other (expense) income: Change in fair value of warrant liabilities — 217,979 217,979 Offering expense related to warrant issuance — (317,023) (317,023) Interest income (22,177) — (22,177) Total other (expense) income (22,177) (99,044) (121,221) Loss $ (40,952) $ — $ (139,996) Weighted average shares outstanding – basic and diluted 2,888,352 (2,888,352) — Basic and Diluted net (loss)/income per share $ (0.01) 0.01 $ — Weighted average shares outstanding, Class A ordinary shares subject to possible redemption — 910,330 910,330 Basic and diluted net income per share, Class A ordinary shares subject to possible redemption — $ (0.02) $ (0.02) Weighted average shares outstanding, Non-redeemable ordinary shares — 1,978,022 1,978,022 Basic and diluted net loss per share, Non-redeemable ordinary shares — $ (0.06) $ (0.06) For the period from July 1, 2020 (inception) to September 30, 2020 As Reported Adjustment As Adjusted Statement of Cash Flows: Net loss (40,952) (99,044) (139,996) Adjustments to reconcile net loss to net cash used in operating activities — — — Change in fair value of warrant liabilities — 217,979 217,979 Offering expense related to warrant issuance — (317,023) (317,023) Net cash used in operating activities (18,049) — (18,049) Net cash used in investing activities (100,000,000) — (100,000,000) Net cash provided by financing activities 101,334,363 — 101,334,363 Net change in cash $ 1,316,314 $ — $ 1,316,314 Supplemental Non-cash financing activities disclosure Initial value of Class A common stock subject to possible redemption $ 94,394,110 $ (8,150,990) $ 86,243,120 Initial value of warrant liabilities $ — $ 8,008,352 $ 8,008,352 Change in value of Class A common stock subject to possible redemption $ (36,050) $ 219,680 $ 183,630 Deferred underwriters’ discount payable charged to additional paid-in-capital $ 1,846,265 $ 140,937 $ 1,987,202 As of September 22, 2020 As Reported Adjustment As Adjusted Balance Sheet Warrant Liabilities $ — $ 8,008,352 $ 8,008,352 Deferred underwriting fee 1,848,103 142,642 1,990,745 Total Liabilities 2,177,082 8,150,994 10,328,076 Shares Subject to Redemption 94,394,110 (8,150,990) 86,243,120 Class A Common Stock 92 82 174 Class B Common Stock 288 288 Additional Paid in Capital 5,002,694 316,937 5,319,631 (Accumulated Deficit) (3,066) (317,023) (320,089) Total Stockholders’ Equity $ 5,000,008 $ (4) $ 5,000,004 |
Significant Accounting Policies
Significant Accounting Policies | 6 Months Ended | |
Jun. 30, 2021 | Dec. 31, 2020 | |
Summary of Significant Accounting Policies | ||
Significant Accounting Policies | Note 2 — Significant Accounting Policies Basis of Presentation The accompanying unaudited condensed 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 Article 8 of Regulation S-X of the U.S. Securities and Exchange Commission (“SEC”). Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed 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 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 financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K/A filed with the SEC on May 14, 2021, as well as the Company’s Current Reports on Form 8-K. The interim results for the six months ended June 30, 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 Status The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended, (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 auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, 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 US 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 expenses during the reporting period. Actual results could differ 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. Marketable Securities Held in Trust Account At June 30, 2021, the Trust Account had $100,031,414 held in marketable securities. During period January 1, 2021 to June 30, 2021, the Company did not withdraw any of interest income from the Trust Account to pay its tax obligations. 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. At June 30, 2021 and December 31, 2020, the Company has not experienced losses on this account. 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 ASC Topic 480 “Distinguishing Liabilities from Equity.” Class A common stock subject to mandatory redemption (if any) are classified as a liability instrument and are measured at fair value. Conditionally redeemable common stock (including common stock that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, common stock are classified as stockholders’ equity. The Company’s common stock feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, as of June 30, 2021, 7,870,157 shares of Class A common stock subject to possible redemption are presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheet. Net Loss per Common Stock Net loss per common share is computed by dividing net loss by the weighted average number of common shares outstanding for the period. The Company applies the two-class method in calculating earnings per share. Shares of common stock subject to possible redemption at June 30, 2021, which are not currently redeemable and are not redeemable at fair value, have been excluded from the calculation of basic net loss per common share since such shares, if redeemed, only participate in their pro rata share of the Trust Account earnings. The Company has not considered the effect of warrants sold in the Initial Public Offering and the private placement to purchase an aggregate 5,177,500 shares of common stock in the calculation of diluted loss per share, since the exercise of the warrants into shares of common stock is contingent upon the occurrence of future events. As a result, diluted net loss per common share is the same as basic net loss per common share for the period presented. Below is a reconciliation of the net income per common share: For the For the three months six months ended ended, June 30, June 30, 2021 2021 Numerator Earnings allocable to Class A common stock Interest income on Trust account $ 1,187 $ 11,592 Class A common stock net earnings $ 1,187 $ 11,592 Denominator: Weighted average Class A shares Class A Common stock, basic and diluted 7,841,024 8,315,869 Earnings/basic and diluted per share Class A common stock $ 0.00 $ 0.00 Numerator: Net income (loss) minus Earnings allocable to Class A common stock Net income (loss) $ 286,223 $ (9,149,309) Less : Earnings allocable to Class A common stock (1,187) (11,592) Class B net income (loss) $ 285,036 $ (9,160,901) Denominator: weighted average Class B common stock Class B common stock, basic and diluted 4,984,843 4,539,131 Income/Basic and diluted per share Class B common stock $ 0.06 $ (2.02) Offering Costs The Company complies with the requirements of the ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A - “Expenses of Offering”. Offering costs consist principally of professional and registration fees incurred through the balance sheet date that are related to the Public Offering and that were charged to stockholders’ equity upon the completion of the IPO. Accordingly, on September 22, 2020, offering costs totaling $4,289,471 have been charged to stockholders’ equity (consisting of $2,000,000 of underwriting fee, $1,959,758 of deferred underwriting fee and $329,713 of other offering costs). Of the total transaction cost $317,023 was expensed as non-operating expenses in that statement of operations with the rest of the offering cost charged to stockholders’ equity. The transaction costs were allocated based on the relative fair value basis, compared to the total offering proceeds, between the fair value of the public warrant liabilities and the Class A common stock. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the Financial Accounting Standards Board (“FASB”) ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheet. Derivative warrant liabilities The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and ASC 815-15. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. The Company accounts for its 5,177,500 common stock warrants issued in connection with its Initial Public Offering (5,000,000) and Private Placement (152,500) as derivative warrant liabilities in accordance with ASC 815-40. Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjusts the instruments to fair value at each reporting period. The liabilities are subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in the Company’s statement of operations. The fair value of warrants issued by the Company in connection with the Public Offering and Private Placement has been estimated using Monte-Carlo simulations at each measurement date. Income Taxes The Company accounts for income taxes under ASC 740 Income Taxes (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position 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. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition. 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 June 30, 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 has identified the United States as its only “major” tax jurisdiction. The Company may be subject to potential examination by federal and state taxing authorities in the areas of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. Recent Accounting Standards Management does not believe that any recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements. | Note 3 — Significant Accounting Policies Basis of Presentation The accompanying financial statements of the Company is presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”). In the opinion of management, all adjustments (consisting of normal recurring adjustments) have been made that are necessary to present fairly the financial position, and the results of its operations and its cash flows. Emerging Growth Company Status The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended, (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 auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, 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 US 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 expenses during the reporting period. Actual results could differ 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. Marketable Securities Held in Trust Account At December 31, 2020, the assets held in the Trust Account were substantially held in U.S. Treasury Bills. During period July 1, 2020 (Inception) to December 31, 2020, the Company did not withdraw any of interest income from the Trust Account to pay its tax obligations. Note 3 — Significant Accounting Policies (continued) The Company classifies its United States Treasury securities as held-to-maturity in accordance with Financial Accounting Standards Board (FASB) ASC Topic 320 “Investments - Debt and Equity Securities.” Held-to-maturity securities are those securities which the Company has the ability and intent to hold until maturity. Held-to-maturity treasury securities are recorded at amortized cost and adjusted for the amortization or accretion of premiums or discounts. A decline in the market value of held-to-maturity securities below cost that is deemed to be other than temporary, results in an impairment that reduces the carrying costs to such securities’ fair value. The impairment is charged to earnings and a new cost basis for the security is established. To determine whether an impairment is other than temporary, the Company considers whether it has the ability and intent to hold the investment until a market price recovery and considers whether evidence indicating the cost of the investment is recoverable outweighs evidence to the contrary. Evidence considered in this assessment includes the reasons for the impairment, the severity and the duration of the impairment, changes in value subsequent to year-end, forecasted performance of the investee, and the general market condition in the geographic area or industry the investee operates in. Premiums and discounts are amortized or accreted over the life of the related held-to-maturity security as an adjustment to yield using the effective-interest method. Such amortization and accretion is included in the “interest income” line item in the statements of operations. Interest income is recognized when earned. 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. At December 31, 2020, the Company has not experienced losses on this account. 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 ASC Topic 480 “Distinguishing Liabilities from Equity.” Class A common stock subject to mandatory redemption (if any) are classified as a liability instrument and are measured at fair value. Conditionally redeemable common stock (including common stock that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, common stock are classified as stockholders’ equity. The Company’s common stock feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, as of December 31, 2020, 8,801,384 shares of Class A common stock subject to possible redemption are presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheet. Net Loss per Common Stock Net loss per common share is computed by dividing net loss by the weighted average number of common shares outstanding for the period. The Company applies the two-class method in calculating earnings per share. Shares of common stock subject to possible redemption at December 31, 2020, which are not currently redeemable and are not redeemable at fair value, have been excluded from the calculation of basic net loss per common share since such shares, if redeemed, only participate in their pro rata share of the Trust Account earnings. The Company has not considered the effect of warrants sold in the Initial Public Offering and the private placement to purchase an aggregate 5,177,500 shares of common stock in the calculation of diluted loss per share, since the exercise of the warrants into shares of common stock is contingent upon the occurrence of future events. As a result, diluted net loss per common share is the same as basic net loss per common share for the period presented. Note 3 — Significant Accounting Policies (continued) Below is a reconciliation of the net income per common share: For the period From July 1, 2020 (Inception) through December 31, 2020 Numerator Earnings allocable to Class A common stock subject to possible redemption Interest income on Trust account $ 16,161 Class A common stock subject to possible redemption net earnings $ 16,161 Denominator: Weighted average Class A shares subject to possible redemption Class A Common stock subject to possible redemption, basic and diluted 6,338,515 Earnings/basic and diluted per share Class A common stock subject to possible redemption $ 0.00 Numerator: Net income minus Earnings allocable to Class A common stock subject to possible redemption Net income (loss) $ 1,419,645 Less: Earnings allocable to Class A common stock subject to possible redemption 16,161 Non-redeemable ordinary shares net income $ 1,403,484 Denominator: weighted average Non-redeemable ordinary shares Non-redeemable ordinary shares, basic and diluted 2,500,000 Income/Basic and diluted per share Non-redeemable ordinary shares $ 0.56 Offering Costs The Company complies with the requirements of the ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A — “Expenses of Offering”. Offering costs consist principally of professional and registration fees incurred through the balance sheet date that are related to the Public Offering and that were charged to stockholders’ equity upon the completion of the IPO. Accordingly, on December 31, 2020, offering costs totaling $4,289,471 have been charged to stockholders’ equity (consisting of $2,000,000 of underwriting fee, $1,959,758 of deferred underwriting fee and $329,713 of other offering costs). Of the total transaction cost $317,023 was expensed as non-operating expenses in that statement of operations with the rest of the offering cost charged to stockholders’ equity. The transaction costs were allocated based on the relative fair value basis, compared to the total offering proceeds, between the fair value of the public warrant liabilities and the Class A common stock. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the Financial Accounting Standards Board (“FASB”) ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheet. Derivative warrant liabilities The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and ASC 815-15. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. Note 3 — Significant Accounting Policies (continued) The Company accounts for its 5,152,500 common stock warrants issued in connection with its Initial Public Offering (5,000,000) and Private Placement (152,500) as derivative warrant liabilities in accordance with ASC 815-40. Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjusts the instruments to fair value at each reporting period. The liabilities are subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in the Company’s statement of operations. The fair value of warrants issued by the Company in connection with the Public Offering and Private Placement has been estimated using Monte-Carlo simulations at each measurement date. Income Taxes The Company accounts for income taxes under ASC 740 Income Taxes (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position 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. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition. 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 has identified the United States as its only “major” tax jurisdiction. The Company may be subject to potential examination by federal and state taxing authorities in the areas of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. Recent Accounting Standards Management does not believe that any recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements. |
Initial Public Offering
Initial Public Offering | 6 Months Ended | |
Jun. 30, 2021 | Dec. 31, 2020 | |
Initial Public Offering | ||
Initial Public Offering | Note 3 — Initial Public Offering Pursuant to the IPO on September 22, 2020, the Company sold 10,000,000 Units, at a purchase price of $10.00 per Unit. Each unit that the Company is offering has a price of $10.00 and consists of one share of Class A common stock and one-half of one redeemable warrant. Only whole warrants are exercisable. Each whole warrant entitles the holder to purchase one share of Class A common stock at a price of $11.50 per share (see Note 8). | Note 4 — Initial Public Offering Pursuant to the IPO on September 22, 2020, the Company sold 10,000,000 Units, at a purchase price of $10.00 per Unit. Each unit that the Company is offering has a price of $10.00 and consists of one share of Class A common stock and one-half of one redeemable warrant. Only whole warrants are exercisable. Each whole warrant entitles the holder to purchase one share of Class A common stock at a price of $11.50 per share (see Note 9). |
Private Placement
Private Placement | 6 Months Ended | |
Jun. 30, 2021 | Dec. 31, 2020 | |
Private Placement | ||
Private Placement | Note 4 — Private Placement Simultaneously with the closing of the IPO, the Company consummated the Private Placement with the Company’s Sponsor, AHAC Sponsor LLC, Oppenheimer, the representative of the underwriters, who is referred to as the representative, and Northland purchased an aggregate of 355,000 placement units at a price of $10.00 per unit, for an aggregate purchase price of $3,550,000. Each placement unit is identical to the units sold in the IPO. The private placement warrants will be non-redeemable and exercisable on a cashless basis so long as they are held by the sponsor, the representative, Northland or their permitted transferees. If the private placement warrants are held by holders other than the sponsor, the representative, Northland or their permitted transferees, the private placement warrants will be redeemable by the Company and exercisable by the holders on the same basis as the warrants included in the units being sold in the IPO. In addition, for as long as the private placement warrants are held by the representative, Northland or their designees or affiliates, they may not be exercised after five years from the effective date of the registration statement. The Company’s sponsor, the representative and Northland have agreed to (i) waive their redemption rights with respect to their private placement shares in connection with the completion of the Company’s initial business combination, (ii) waive their redemption rights with respect to their private placement shares in connection with a stockholder vote to approve an amendment to the Company’s amended and restated certificate of incorporation (A) to modify the substance or timing of the Company’s obligation to redeem 100% of its public shares if the Company does not complete its initial business combination within 24 months from the closing of the IPO or (B) with respect to any other provision relating to stockholders’ rights or pre-initial business combination activity and (iii) waive their rights to liquidating distributions from the trust account with respect to their private placement shares if the Company fails to complete its initial business combination within 24 months from the closing of the IPO. In addition, the Company’s Sponsor, officers and directors have agreed to vote any founder shares or private placement shares held by them in favor of the Company’s initial business combination. | Note 5 — Private Placement Simultaneously with the closing of the IPO, the Company consummated the Private Placement with the Company’s Sponsor, AHAC Sponsor LLC, Oppenheimer, the representative of the underwriters, who is referred to as the representative, and Northland purchased an aggregate of 355,000 placement units at a price of $10.00 per unit, for an aggregate purchase price of $3,550,000. Each placement unit is identical to the units sold in the IPO. Note 5 — Private Placement (continued) The private placement warrants will be non-redeemable and exercisable on a cashless basis so long as they are held by the sponsor, the representative, Northland or their permitted transferees. If the private placement warrants are held by holders other than the sponsor, the representative, Northland or their permitted transferees, the private placement warrants will be redeemable by the Company and exercisable by the holders on the same basis as the warrants included in the units being sold in the IPO. In addition, for as long as the private placement warrants are held by the representative, Northland or their designees or affiliates, they may not be exercised after five years from the effective date of the registration statement. The Company’s sponsor, the representative and Northland have agreed to (i) waive their redemption rights with respect to their private placement shares in connection with the completion of the Company’s initial business combination, (ii) waive their redemption rights with respect to their private placement shares in connection with a stockholder vote to approve an amendment to the Company’s amended and restated certificate of incorporation (A) to modify the substance or timing of the Company’s obligation to redeem 100% of its public shares if the Company does not complete its initial business combination within 24 months from the closing of the IPO or (B) with respect to any other provision relating to stockholders’ rights or pre-initial business combination activity and (iii) waive their rights to liquidating distributions from the trust account with respect to their private placement shares if the Company fails to complete its initial business combination within 24 months from the closing of the IPO. In addition, the Company’s Sponsor, officers and directors have agreed to vote any founder shares or private placement shares held by them in favor of the Company’s initial business combination. |
Related Party Transactions
Related Party Transactions | 6 Months Ended | |
Jun. 30, 2021 | Dec. 31, 2020 | |
Related Party Transactions | ||
Related Party Transactions | Note 5 — Related Party Transactions Founder Shares On July 20, 2020, the Company issued 2,875,000 shares of Class B common stock to its initial stockholder, AHAC Sponsor, LLC for $25,000, or approximately $0.01 per share. The founder shares include an aggregate of up to 375,000 shares subject to forfeiture if the over-allotment option is not exercised by the underwriters in full. The over-allotment option was not exercised by the underwriters during the 45-day option period; thus, 375,000 shares were forfeited accordingly as of November 1, 2020. As of June 30, 2021 and December 31, 2020, 2,500,000 shares of common stock (the “Founder Shares”) are issued and outstanding. Promissory Note — Related Party On July 1, 2020, the Company issued an unsecured promissory note to the sponsor, pursuant to which the Company may borrow up to an aggregate principal amount of $300,000 to be used for a portion of the expenses of the IPO. This loan is non-interest bearing, unsecured, and due on the earlier of (a) June 30, 2021 or (b) the date on which the Company completes the IPO. The loan was paid off on June 30, 2021. Administrative Service Fee The Company has agreed, commencing on the effective date of the prospectus, to pay an affiliate of the Company’s sponsor a monthly fee of an aggregate of $10,000 for general and administrative services including office space, utilities and secretarial and administrative support. This arrangement will terminate upon completion of a business combination or the liquidation of the Company. For the six months ended June 30, 2021, the Company incurred $60,000 in administrative service fee. Related Party Loans In addition, in order to finance transactions costs in connection with a business combination, the sponsor, or certain of the Company’s officers, directors, or their affiliates 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 would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would 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. 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. 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 converted into units of the post business combination entity at a price of $10.00 per unit. | Note 6 — Related Party Transactions Founder Shares On July 20, 2020, the Company issued 2,875,000 shares of Class B common stock to its initial stockholder, AHAC Sponsor, LLC for $25,000, or approximately $0.01 per share. The founder shares include an aggregate of up to 375,000 shares subject to forfeiture if the over-allotment option is not exercised by the underwriters in full. The over-allotment option was not exercised by the underwriters during the 45-day option period; thus, 375,000 shares were forfeited accordingly as of November 1, 2020. As of December 31, 2020, 2,500,000 shares of common stock (the “Founder Shares”) are issued and outstanding Promissory Note — Related Party On July 1, 2020, the Company issued an unsecured promissory note to the sponsor, pursuant to which the Company may borrow up to an aggregate principal amount of $300,000 to be used for a portion of the expenses of the IPO. This loan is non-interest bearing, unsecured, and due on the earlier of (a) March 31, 2021 or (b) the date on which the Company completes the IPO. The loan will be repaid out of the offering proceeds not held in the Trust Account. As of December 31, 2020, the Company had $95,136 in borrowings outstanding under the promissory note. The note was paid in full in January 2021. Administrative Service Fee The Company has agreed, commencing on the effective date of the prospectus, to pay an affiliate of the Company’s sponsor a monthly fee of an aggregate of $10,000 for general and administrative services including office space, utilities and secretarial and administrative support. This arrangement will terminate upon completion of a business combination or the liquidation of the Company. For the period July 1, 2020 (inception) through December 31, 2020, the Company has accrued $34,334 of administrative fees as a due to related party payable. Note 6 — Related Party Transactions (continued) Related Party Loans In addition, in order to finance transactions costs in connection with a business combination, the sponsor, or certain of the Company’s officers, directors, or their affiliates 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 would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would 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. 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. 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 converted into units of the post business combination entity at a price of $10.00 per unit. |
Commitments & Contingencies
Commitments & Contingencies | 6 Months Ended | |
Jun. 30, 2021 | Dec. 31, 2020 | |
Commitments and Contingencies. | ||
Commitments & Contingencies | Note 6 — Commitments & Contingencies Registration Rights The holders of the founder shares, placement units (including securities contained therein) and units (including securities contained therein) that may be issued upon conversion of working capital loans, and any shares of Class A common stock issuable upon the exercise of the placement warrants and any shares of Class A common stock and warrants (and underlying Class A common stock) that may be issued upon conversion of the units issued as part of the working capital loans and Class A common stock issuable upon conversion of the founder shares, will be entitled to registration rights pursuant to a registration rights agreement to be signed prior to September 22, 2020 the effective date of the IPO, requiring us to register such securities for resale (in the case of the founder shares, only after conversion to our Class A common stock). The holders of the majority of these securities are entitled to make up to three demands, excluding short form demands, that the Company registers such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of an initial business combination and rights to require us to register for resale such securities pursuant to Rule 415 under the Securities Act. The registration rights agreement does not contain liquidated damages or other cash settlement provisions resulting from delays in registering our securities. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Notwithstanding the foregoing, the representative and Northland may not exercise their demand and “piggyback” registration rights after five (5) and seven (7) years after the effective date of the registration statement and may not exercise their demand rights on more than one occasion. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriters Agreement On September 22, 2020, the underwriters were paid an underwriting discount of two percent (2.0%) of the gross proceeds of the IPO, or $2,000,000. In addition, the underwriters are entitled to a deferred underwriting fee of three and a half percent (3.5%) of the gross proceeds of the IPO upon the completion of the Company’s initial business combination. The underwriters have agreed that up to 1% of the deferred underwriting fee may be re-directed to other Financial Industry Regulatory Authority (FINRA) member firms that have provided services in connection with the identification and consummation of a business combination, in the sole discretion of the Company; provided, that all such payments to other FINRA member firms may only be made if permitted under applicable law. The Company may reduce the deferred underwriting fee by up to 50% based on stockholders redeeming their shares for their pro-rata amount of the proceeds in the Trust Account; provided, however, that (a) the underwriters’ maximum deferred underwriting fee reduction based on stockholder redemptions will be 50% regardless of whether stockholder redemptions exceed 50%; and (b) any sums paid to other advisors as discussed above, will be credited against the reduction of and added back to the deferred underwriting fee payable to the underwriters; and (c) under no circumstance will the deferred underwriting fee be less than 1.75% of the gross proceeds of the IPO. As June 30, 2021, the Company accrued a deferred underwriting fee of $2,122,723. Legal Matters The Company has engaged a law firm to assist the Company with its legal matters in identifying, negotiating, and consummating a Business Combination, as well as assisting with other legal matters. In the event of a successful Business Combination, the amount of fees to be paid will be agreed upon between the Company and the law firm in light of all the facts and circumstances at that point in time. If a Business Combination does not occur, the Company will not be required to pay this contingent fee. Management is unable to determine the amount of the legal fees to be paid at this time. There can be no assurance that the Company will complete a Business Combination. | Note 7 — Commitments & Contingencies Registration Rights The holders of the founder shares, placement units (including securities contained therein) and units (including securities contained therein) that may be issued upon conversion of working capital loans, and any shares of Class A common stock issuable upon the exercise of the placement warrants and any shares of Class A common stock and warrants (and underlying Class A common stock) that may be issued upon conversion of the units issued as part of the working capital loans and Class A common stock issuable upon conversion of the founder shares, will be entitled to registration rights pursuant to a registration rights agreement to be signed prior to September 22, 2020 the effective date of the IPO, requiring us to register such securities for resale (in the case of the founder shares, only after conversion to our Class A common stock). The holders of the majority of these securities are entitled to make up to three demands, excluding short form demands, that the Company registers such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of an initial business combination and rights to require us to register for resale such securities pursuant to Rule 415 under the Securities Act. The registration rights agreement does not contain liquidated damages or other cash settlement provisions resulting from delays in registering our securities. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Notwithstanding the foregoing, the representative and Northland may not exercise their demand and “piggyback” registration rights after five (5) and seven (7) years after the effective date of the registration statement and may not exercise their demand rights on more than one occasion. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriters Agreement On September 22, 2020, the underwriters were paid an underwriting discount of two percent (2.0%) of the gross proceeds of the IPO, or $2,000,000. In addition, the underwriters are entitled to a deferred underwriting fee of three and a half percent (3.5%) of the gross proceeds of the IPO upon the completion of the Company’s initial business combination. The underwriters have agreed that up to 1% of the deferred underwriting fee may be re-directed to other Financial Industry Regulatory Authority (FINRA) member firms that have provided services in connection with the identification and consummation of a business combination, in the sole discretion of the Company; provided, that all such payments to other FINRA member firms may only be made if permitted under applicable law. The Company may reduce the deferred underwriting fee by up to 50% based on stockholders redeeming their shares for their pro-rata amount of the proceeds in the Trust Account; provided, however, that (a) the underwriters’ maximum deferred underwriting fee reduction based on stockholder redemptions will be 50% regardless of whether stockholder redemptions exceed 50%; and (b) any sums paid to other advisors as discussed above, will be credited against the reduction of and added back to the deferred underwriting fee payable to the underwriters; and (c) under no circumstance will the deferred underwriting fee be less than 1.75% of the gross proceeds of the IPO. As December 31, 2020, the Company accrued a deferred underwriting fee of $1,959,758 assuming no over-allotment is exercised. Note 7 — Commitments & Contingencies (continued) Legal Matters The Company has engaged a law firm to assist the Company with its legal matters in identifying, negotiating, and consummating a Business Combination, as well as assisting with other legal matters. In the event of a successful Business Combination, the amount of fees to be paid will be agreed upon between the Company and the law firm in light of all the facts and circumstances at that point in time. If a Business Combination does not occur, the Company will not be required to pay this contingent fee. Management is unable to determine the amount of the legal fees to be paid at this time. There can be no assurance that the Company will complete a Business Combination. |
Stockholder's Deficit
Stockholder's Deficit | 6 Months Ended | |
Jun. 30, 2021 | Dec. 31, 2020 | |
Stockholders' Deficit | ||
Stockholder's Equity | Note 7 — Stockholder’s Equity Preferred Stock — Class A Common Stock — issued outstanding Class B Common Stock — Both Class A and B stockholders vote together as a single class on all matters submitted to a vote of the Company stockholders, with each share of common stock entitling the holder to one vote. Class B shares are identical to the Class A shares except that Class B shares (founder shares) automatically convert into shares of Class A common stock at the time of the consummation of our initial business combination, on a one-for-one basis, subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like, and subject to further adjustment as provided herein. In the case that additional shares of Class A common stock, or equity-linked securities, are issued or deemed issued in excess of the amounts offered in this prospectus and related to the closing of the initial business combination, the ratio at which shares of Class B common stock shall convert into shares of Class A common stock will be adjusted (unless the holders of a majority of the outstanding shares of Class B common stock agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of shares of Class A common stock issuable upon conversion of all shares of Class B common stock will equal, in the aggregate, on an as-converted basis, 20% of the sum of the total number of all shares of common stock outstanding upon the completion of the IPO (excluding the placement units and underlying securities) plus all shares of Class A common stock and equity-linked securities issued or deemed issued in connection with the initial business combination (excluding any shares or equity-linked securities issued, or to be issued, to any seller in the initial business combination or any private placement-equivalent units and their underlying securities issued to our sponsor or its affiliates upon conversion of loans made to us). The term “equity-linked securities” refers to any debt or equity securities that are convertible, exercisable or exchangeable for shares of Class A common stock issued in a financing transaction in connection with our initial business combination, including but not limited to a private placement of equity or debt. Securities could be “deemed issued” for purposes of the conversion rate adjustment if such shares are issuable upon the conversion or exercise of convertible securities, warrants or similar securities. The holders of the founder shares have agreed not to transfer, assign or sell any of their founder shares until the earlier to occur of: (A) one year after the completion of our initial business combination and (B) subsequent to our initial business combination, (x) if the reported last sale price of our 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 our initial 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 our stockholders having the right to exchange their shares of common stock for cash, securities or other. Any permitted transferees will be subject to the same restrictions and other agreements of our initial stockholders with respect to any founder shares. | Note 8 — Stockholder’s Deficit Preferred Stock — outstanding Class A Common Stock outstanding Class B Common Stock — outstanding Both Class A and B stockholders vote together as a single class on all matters submitted to a vote of the Company stockholders, with each share of common stock entitling the holder to one vote. Class B shares are identical to the Class A shares except that Class B shares (founder shares) automatically convert into shares of Class A common stock at the time of the consummation of our initial business combination, on a one-for-one basis, subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like, and subject to further adjustment as provided herein. In the case that additional shares of Class A common stock, or equity-linked securities, are issued or deemed issued in excess of the amounts offered in this prospectus and related to the closing of the initial business combination, the ratio at which shares of Class B common stock shall convert into shares of Class A common stock will be adjusted (unless the holders of a majority of the outstanding shares of Class B common stock agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of shares of Class A common stock issuable upon conversion of all shares of Class B common stock will equal, in the aggregate, on an as-converted basis, 20% of the sum of the total number of all shares of common stock outstanding upon the completion of the IPO (excluding the placement units and underlying securities) plus all shares of Class A common stock and equity-linked securities issued or deemed issued in connection with the initial business combination (excluding any shares or equity-linked securities issued, or to be issued, to any seller in the initial business combination or any private placement-equivalent units and their underlying securities issued to our sponsor or its affiliates upon conversion of loans made to us). The term “equity-linked securities” refers to any debt or equity securities that are convertible, exercisable or exchangeable for shares of Class A common stock issued in a financing transaction in connection with our initial business combination, including but not limited to a private placement of equity or debt. Securities could be “deemed issued” for purposes of the conversion rate adjustment if such shares are issuable upon the conversion or exercise of convertible securities, warrants or similar securities. The holders of the founder shares have agreed not to transfer, assign or sell any of their founder shares until the earlier to occur of: (A) one year after the completion of our initial business combination and (B) subsequent to our initial business combination, (x) if the reported last sale price of our 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 our initial 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 our stockholders having the right to exchange their shares of common stock for cash, securities or other. Any permitted transferees will be subject to the same restrictions and other agreements of our initial stockholders with respect to any founder shares. |
Warrants
Warrants | 6 Months Ended | |
Jun. 30, 2021 | Dec. 31, 2020 | |
Warrants | ||
Warrants | Note 8 — Warrants Each whole warrant entitles the registered holder to purchase one share of Class A common stock at a price of $11.50 per share, subject to adjustment as discussed below, at any time commencing on the later of 12 months from the closing of the IPO and 30 days after the completion of our initial business combination and will expire five years after the completion of the Company’s initial business combination, or earlier upon redemption or liquidation. The Company may redeem outstanding warrants (excluding the warrants contained in the private units) at a price of $0.01 per warrant i) at any time while the warrants are exercisable; ii) upon a minimum of 30 days prior written notice of redemption; iii) if, and only if, the reported last sale price of the common stock equals or exceeds $18.00 per share, for any 20 trading days within a 30 trading day period commencing once the warrants become exercisable and ending on the third business day prior to the notice of redemption to warrant holders and iv) if, and only if, there is a current registration statement in effect with respect to the shares of Class A common stock underlying such warrants at the time of redemption and for the entire 30-day trading period, except if the warrants may be exercised on a cashless basis and such cashless exercise is exempt from registration under the Securities Act. If the Company calls the warrants for redemption as described above, our management will have the option to require all holders that wish to exercise warrants to do so on a “cashless basis.” In determining whether to require all holders to exercise their warrants on a “cashless basis,” our management will consider, among other factors, our cash position, the number of warrants that are outstanding and the dilutive effect on our stockholders of issuing the maximum number of shares of Class A common stock issuable upon the exercise of our warrants. In such event, each holder would pay the exercise price by surrendering the warrants for that number of shares of Class A common stock equal to the quotient obtained by dividing (x) the product of the number of shares of Class A common stock underlying the warrants, multiplied by the difference between the exercise price of the warrants and the “fair market value” (defined below) by (y) the fair market value. The “fair market value” for this purpose shall mean the average reported last sale price of the Class A common stock for the 10 trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of warrants. The exercise price and number of shares of common stock issuable on exercise of the warrants may be adjusted in certain circumstances including in the event of a stock dividend, extraordinary dividend or the Company’s recapitalization, reorganization, merger or consolidation. If the Company (x) issues additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of our initial 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 our board of directors and, in the case of any such issuance to our sponsor or its affiliates, without taking into account any founder shares held by our sponsor or such 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 our initial business combination on the date of the consummation of our initial business combination (net of redemptions), and (z) the volume weighted average trading price of our Class A common stock during the 20 trading day period starting on the trading day prior to the day on which we consummate our initial business combination (such price, the “Market Value”) is below $9.20 per share, then the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the greater of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price described below under “Redemption of warrants” will be adjusted (to the nearest cent) to be equal to 180% of the greater of the Market Value and the Newly Issued Price. | Note 9 — Warrants Each whole warrant entitles the registered holder to purchase one share of Class A common stock at a price of $11.50 per share, subject to adjustment as discussed below, at any time commencing on the later of 12 months from the closing of the IPO and 30 days after the completion of our initial business combination and will expire five years after the completion of the Company’s initial business combination, or earlier upon redemption or liquidation. The Company may redeem outstanding warrants (excluding the warrants contained in the private units) at a price of $0.01 per warrant i) at any time while the warrants are exercisable; ii) upon a minimum of 30 days prior written notice of redemption; iii) if, and only if, the reported last sale price of the common stock equals or exceeds $18.00 per share, for any 20 trading days within a 30 trading day period commencing once the warrants become exercisable and ending on the third business day prior to the notice of redemption to warrant holders and iv) if, and only if, there is a current registration statement in effect with respect to the shares of Class A common stock underlying such warrants at the time of redemption and for the entire 30-day trading period, except if the warrants may be exercised on a cashless basis and such cashless exercise is exempt from registration under the Securities Act. If the Company calls the warrants for redemption as described above, our management will have the option to require all holders that wish to exercise warrants to do so on a “cashless basis.” In determining whether to require all holders to exercise their warrants on a “cashless basis,” our management will consider, among other factors, our cash position, the number of warrants that are outstanding and the dilutive effect on our stockholders of issuing the maximum number of shares of Class A common stock issuable upon the exercise of our warrants. In such event, each holder would pay the exercise price by surrendering the warrants for that number of shares of Class A common stock equal to the quotient obtained by dividing (x) the product of the number of shares of Class A common stock underlying the warrants, multiplied by the difference between the exercise price of the warrants and the “fair market value” (defined below) by (y) the fair market value. The “fair market value” for this purpose shall mean the average reported last sale price of the Class A common stock for the 10 trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of warrants. The exercise price and number of shares of common stock issuable on exercise of the warrants may be adjusted in certain circumstances including in the event of a stock dividend, extraordinary dividend or the Company’s recapitalization, reorganization, merger or consolidation. If the Company (x) issues additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of our initial 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 our board of directors and, in the case of any such issuance to our sponsor or its affiliates, without taking into account any founder shares held by our sponsor or such 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 our initial business combination on the date of the consummation of our initial business combination (net of redemptions), and (z) the volume weighted average trading price of our Class A common stock during the 20 trading day period starting on the trading day prior to the day on which we consummate our initial business combination (such price, the “Market Value”) is below $9.20 per share, then the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the greater of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price described below under “Redemption of warrants” will be adjusted (to the nearest cent) to be equal to 180% of the greater of the Market Value and the Newly Issued Price. |
Investment Held in Trust Accoun
Investment Held in Trust Account | 6 Months Ended | |
Jun. 30, 2021 | Dec. 31, 2020 | |
Investment Held in Trust Account | ||
Investment Held in Trust Account | Note 10 — Investment Held in Trust Account As of June 30, 2021, Company’s Trust Account consisted of Mutual Funds solely. As of December 31, 2020, investment in the Company’s Trust Account consisted of $29,851 in Mutual Funds and $99,986,310 in U.S. Treasury Securities. The Company classifies its United States Treasury securities as held-to-maturity in accordance with FASB ASC 320 “Investments — Debt and Equity Securities”. Held-to-maturity treasury securities are recorded at amortized cost and adjusted for the amortization or accretion of premiums or discounts. The Company considers all investments with original maturities of more than three months but less than one year to be short-term investments. The carrying value approximates the fair value due to its short-term maturity. The carrying value, excluding gross unrealized losses and fair value of held to maturity securities on December 31, 2020 are as follows: Carrying Fair Value Value as of Gross as of December 31, Unrealized December 31, 2020 Losses 2020 Mutual Funds $ 29,851 $ — $ 29,851 U.S.Treasury Securities 99,986,310 (3,310) 99,983,000 $ 100,016,161 $ (3,310) $ 100,012,851 | Note 10 — Investment Held in Trust Account As of December 31, 2020, investment in the Company’s Trust Account consisted of $29,851 in Mutual Funds and $99,986,310 in U.S. Treasury Securities. The Company classifies its United States Treasury securities as held-to-maturity in accordance with FASB ASC 320 “Investments — Debt and Equity Securities”. Held-to-maturity treasury securities are recorded at amortized cost and adjusted for the amortization or accretion of premiums or discounts. The Company considers all investments with original maturities of more than three months but less than one year to be short-term investments. The carrying value approximates the fair value due to its short-term maturity. The carrying value, excluding gross unrealized losses and fair value of held to maturity securities on December 31, 2020 are as follows: Carrying Value as of Gross Fair Value as of December 31, Unrealized December 31, 2020 Losses 2020 Mutual Funds $ 29,851 $ — $ 29,851 U.S. Treasury Securities 99,986,310 (3,310) 99,983,000 $ 100,016,161 $ (3,310) $ 100,012,851 |
Income Tax
Income Tax | 6 Months Ended |
Dec. 31, 2020 | |
Income Taxes | |
Income Tax | Note 11 — Income Tax The Company’s net deferred tax assets are as follows: December 31, 2020 Deferred tax asset Organizational costs/Startup expenses $ 28,570 Federal Net Operating loss 20,430 Total deferred tax asset 49,000 Valuation allowance (49,000) Deferred tax asset, net of allowance $ — The income tax provision consists of the following: December 31, 2020 Federal Current $ — Deferred (49,000) State Current — Deferred — Change in valuation allowance (49,000) Income tax provision $ — The Company’s net operating loss carryforward as of December 31, 2020 amounted to $102,284 and will be carried forward indefinitely. 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 July 1, 2020 (inception) through December 31, 2020, the change in the valuation allowance was $49,000. Note 11 — Income Tax (continued) 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 liabilities (29.1) % Offering expenses 4.6 % Change in valuation allowance 3.5 % Income tax provision — % 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, since inception. |
Fair Value Measurements
Fair Value Measurements | 6 Months Ended | |
Jun. 30, 2021 | Dec. 31, 2020 | |
Fair Value Measurements | ||
Fair Value Measurements | Note 9 — 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. The Company’s Private Placement Warrant liability at June 30, 2021 and December 31, 2020 and Public Warrant liability at December 31, 2020 is based on a valuation model utilizing management judgment and pricing inputs from observable and unobservable markets with less volume and transaction frequency than active markets. Significant deviations from these estimates and inputs could result in a material change in fair value. The Company’s warrant liability for the Public Warrants at June 30, 2021 is based on quoted prices (unadjusted) with less volume and transaction frequency than active markets. The fair value of the Public Warrant liability is classified within Level 1 of the fair value hierarchy. For the period ended December 31, 2020 there were no reclassifications into Level 1, Level 2 or Level 3. For the period ending March 31, 2021 the Public Warrants were reclassified from a Level 3 to a Level 1 classification. No other reclassifications occurred during the period ending June 30, 2021. The following tables presents fair value information as of June 30, 2021 and December 31, 2020 of the Company’s financial assets and liabilities that were accounted for at fair value on a recurring basis and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value. The following table presents information about the Company’s assets that are measured at fair value on a recurring basis at June 30, 2021 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Quoted Significant Significant Prices In Other Other Active Observable Unobservable June 30, Markets Inputs Inputs 2021 (Level 1) (Level 2) (Level 3) Description Assets: Mutual Funds held in Trust Account 100,031,414 100,031,414 — — $ 100,031,414 $ 100,031,414 $ — $ — Liabilities Warrant liabilities - Public Warrants 14,000,000 14,000,000 — — Warrant liabilities – Private Warrants 465,458 — — 465,458 $ 14,465,458 $ 14,000,000 $ — $ 465,458 Quoted Significant Significant Prices In Other Other Active Observable Unobservable December 31, Markets Inputs Inputs 2020 (Level 1) (Level 2) (Level 3) Description Assets: Mutual Funds held in Trust Account 29,851 29,851 — — U.S. Treasury Securities 99,983,000 99,983,000 $ 100,012,851 $ 100,012,851 $ — $ — Liabilities Warrant liabilities - Public Warrants 5,750,000 — — 5,750,000 Warrant liabilities – Private Warrants 288,351 — — 288,351 $ 6,038,351 $ — $ — $ 6,038,351 The Company utilizes a Monte Carlo simulation model to value the Private Warrants at each reporting period, with changes in fair value recognized in the statement of operations. The estimated fair value of the warrant liability is determined using Level 3 inputs. Inherent in a binomial options pricing model are assumptions related to expected share-price volatility, expected life, risk-free interest rate and dividend yield. The Company estimates the volatility of its ordinary shares based on historical volatility that matches the expected remaining life of the warrants. The risk-free interest rate is based on the U.S. Treasury zero-coupon yield curve on the grant date for a maturity similar to the expected remaining life of the warrants. The expected life of the warrants is assumed to be equivalent to their remaining contractual term. The dividend rate is based on the historical rate, which the Company anticipates to remain at zero. The aforementioned warrant liabilities are not subject to qualified hedge accounting. The following table provides quantitative information regarding Level 3 fair value measurements: At At June 30, December 31, 2021 2020 Stock price $ 10.83 $ 10.17 Strike price $ 11.5 $ 11.5 Term (in years) 5.12 5.13 Volatility 36.0 % 24.4 % Risk-free rate 0.74 % 0.38 % Dividend yield 0.0 % 0.0 % The following table presents the changes in the fair value of warrant liabilities: Private Warrant Public Placement Liabilities Fair value as of December 31, 2020 5,750,000 288,351 6,038,351 Change in valuation inputs or other assumptions 8,250,000 177,107 8,427,107 Fair value as of June 30, 2021 $ 14,000,000 $ 465,458 $ 14,465,458 | Note 12 — 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. The following table presents information about the Company’s assets 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: Quoted Significant Significant Prices In Other Other Active Observable Unobservable December 31, Markets Inputs Inputs 2020 (Level 1) (Level 2) (Level 3) Description Assets: Mutual Funds held in Trust Account $ 29,851 $ 29,851 $ — $ — U.S. Treasury Securities held in Trust Account 99,983,000 99,983,000 — — Liabilities: Warrant liabilities (Restated) 6,038,351 — — 6,038,351 $ 106,051,202 $ 100,012,851 $ — $ 6,038,351 Note 12 — Fair Value Measurements (continued) The Company utilizes a Monte Carlo simulation model to value the warrants at each reporting period, with changes in fair value recognized in the statement of operations. The estimated fair value of the warrant liability is determined using Level 3 inputs. Inherent in a binomial options pricing model are assumptions related to expected share-price volatility, expected life, risk-free interest rate and dividend yield. The Company estimates the volatility of its ordinary shares based on historical volatility that matches the expected remaining life of the warrants. The risk-free interest rate is based on the U.S. Treasury zero-coupon yield curve on the grant date for a maturity similar to the expected remaining life of the warrants. The expected life of the warrants is assumed to be equivalent to their remaining contractual term. The dividend rate is based on the historical rate, which the Company anticipates to remain at zero. The aforementioned warrant liabilities are not subject to qualified hedge accounting. There were no transfers between Levels 1, 2 or 3 during the year ended December 31, 2020. The following table provides quantitative information regarding Level 3 fair value measurements: At September 22, 2020 At At (Initial September 30, December 31, Measurement) 2020 2020 Stock price $ 9.26 $ 9.14 $ 10.17 Strike price $ 11.50 $ 11.50 $ 11.50 Term (in years) 5.42 5.38 5.13 Volatility 24.4 % 24.4 % 24.4 % Risk-free rate 0.33 % 0.32 % 0.38 % Dividend yield 0.0 % 0.0 % 0.0 % The following table presents the changes in the fair value of warrant liabilities: Private Warrant Public Placement Liabilities Fair value as of July 1, 2020 $ — $ — $ — Initial measurement on September 18, 2020 7,770,722 237,630 8,008,352 Change in valuation inputs or other assumptions (215,870) (7,056) (217,979) Fair value as of September 30, 2020 7,554,852 230,574 7,790,373 Change in valuation inputs or other assumptions (1,804,852) 52,830 (1,752,022) Fair value as of December 31, 2020 $ 5,750,000 $ 288,351 $ 6,038,351 |
Subsequent Events
Subsequent Events | 6 Months Ended |
Dec. 31, 2020 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 13 — Subsequent Events The Company evaluated subsequent events and transactions that occurred after the balance sheet date through the date that the financial statements were issued. Based upon this review, other than as described above, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements. |
Significant Accounting Polici_2
Significant Accounting Policies (Policies) | 6 Months Ended | |
Jun. 30, 2021 | Dec. 31, 2020 | |
Summary of Significant Accounting Policies | ||
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed 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 Article 8 of Regulation S-X of the U.S. Securities and Exchange Commission (“SEC”). Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed 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 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 financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K/A filed with the SEC on May 14, 2021, as well as the Company’s Current Reports on Form 8-K. The interim results for the six months ended June 30, 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 of the Company is presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”). In the opinion of management, all adjustments (consisting of normal recurring adjustments) have been made that are necessary to present fairly the financial position, and the results of its operations and its cash flows. |
Emerging Growth Company Status | Emerging Growth Company Status The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended, (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 auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, 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 Status The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended, (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 auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, 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 financial statements in conformity with US 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 expenses during the reporting period. Actual results could differ from those estimates. | Use of Estimates The preparation of financial statements in conformity with US 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 expenses during the reporting period. Actual results could differ 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. | 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. |
Marketable Securities Held in Trust Account | Marketable Securities Held in Trust Account At June 30, 2021, the Trust Account had $100,031,414 held in marketable securities. During period January 1, 2021 to June 30, 2021, the Company did not withdraw any of interest income from the Trust Account to pay its tax obligations. | Marketable Securities Held in Trust Account At December 31, 2020, the assets held in the Trust Account were substantially held in U.S. Treasury Bills. During period July 1, 2020 (Inception) to December 31, 2020, the Company did not withdraw any of interest income from the Trust Account to pay its tax obligations. Note 3 — Significant Accounting Policies (continued) The Company classifies its United States Treasury securities as held-to-maturity in accordance with Financial Accounting Standards Board (FASB) ASC Topic 320 “Investments - Debt and Equity Securities.” Held-to-maturity securities are those securities which the Company has the ability and intent to hold until maturity. Held-to-maturity treasury securities are recorded at amortized cost and adjusted for the amortization or accretion of premiums or discounts. A decline in the market value of held-to-maturity securities below cost that is deemed to be other than temporary, results in an impairment that reduces the carrying costs to such securities’ fair value. The impairment is charged to earnings and a new cost basis for the security is established. To determine whether an impairment is other than temporary, the Company considers whether it has the ability and intent to hold the investment until a market price recovery and considers whether evidence indicating the cost of the investment is recoverable outweighs evidence to the contrary. Evidence considered in this assessment includes the reasons for the impairment, the severity and the duration of the impairment, changes in value subsequent to year-end, forecasted performance of the investee, and the general market condition in the geographic area or industry the investee operates in. Premiums and discounts are amortized or accreted over the life of the related held-to-maturity security as an adjustment to yield using the effective-interest method. Such amortization and accretion is included in the “interest income” line item in the statements of operations. Interest income is recognized when earned. |
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. At June 30, 2021 and December 31, 2020, the Company has not experienced losses on this 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. At December 31, 2020, the Company has not experienced losses on this account. |
Common Stock Subject to Possible Redemption | 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 ASC Topic 480 “Distinguishing Liabilities from Equity.” Class A common stock subject to mandatory redemption (if any) are classified as a liability instrument and are measured at fair value. Conditionally redeemable common stock (including common stock that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, common stock are classified as stockholders’ equity. The Company’s common stock feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, as of June 30, 2021, 7,870,157 shares of Class A common stock subject to possible redemption are presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheet. | 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 ASC Topic 480 “Distinguishing Liabilities from Equity.” Class A common stock subject to mandatory redemption (if any) are classified as a liability instrument and are measured at fair value. Conditionally redeemable common stock (including common stock that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, common stock are classified as stockholders’ equity. The Company’s common stock feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, as of December 31, 2020, 8,801,384 shares of Class A common stock subject to possible redemption are presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheet. |
Net Loss per Common Stock | Net Loss per Common Stock Net loss per common share is computed by dividing net loss by the weighted average number of common shares outstanding for the period. The Company applies the two-class method in calculating earnings per share. Shares of common stock subject to possible redemption at June 30, 2021, which are not currently redeemable and are not redeemable at fair value, have been excluded from the calculation of basic net loss per common share since such shares, if redeemed, only participate in their pro rata share of the Trust Account earnings. The Company has not considered the effect of warrants sold in the Initial Public Offering and the private placement to purchase an aggregate 5,177,500 shares of common stock in the calculation of diluted loss per share, since the exercise of the warrants into shares of common stock is contingent upon the occurrence of future events. As a result, diluted net loss per common share is the same as basic net loss per common share for the period presented. Below is a reconciliation of the net income per common share: For the For the three months six months ended ended, June 30, June 30, 2021 2021 Numerator Earnings allocable to Class A common stock Interest income on Trust account $ 1,187 $ 11,592 Class A common stock net earnings $ 1,187 $ 11,592 Denominator: Weighted average Class A shares Class A Common stock, basic and diluted 7,841,024 8,315,869 Earnings/basic and diluted per share Class A common stock $ 0.00 $ 0.00 Numerator: Net income (loss) minus Earnings allocable to Class A common stock Net income (loss) $ 286,223 $ (9,149,309) Less : Earnings allocable to Class A common stock (1,187) (11,592) Class B net income (loss) $ 285,036 $ (9,160,901) Denominator: weighted average Class B common stock Class B common stock, basic and diluted 4,984,843 4,539,131 Income/Basic and diluted per share Class B common stock $ 0.06 $ (2.02) | Net Loss per Common Stock Net loss per common share is computed by dividing net loss by the weighted average number of common shares outstanding for the period. The Company applies the two-class method in calculating earnings per share. Shares of common stock subject to possible redemption at December 31, 2020, which are not currently redeemable and are not redeemable at fair value, have been excluded from the calculation of basic net loss per common share since such shares, if redeemed, only participate in their pro rata share of the Trust Account earnings. The Company has not considered the effect of warrants sold in the Initial Public Offering and the private placement to purchase an aggregate 5,177,500 shares of common stock in the calculation of diluted loss per share, since the exercise of the warrants into shares of common stock is contingent upon the occurrence of future events. As a result, diluted net loss per common share is the same as basic net loss per common share for the period presented. Note 3 — Significant Accounting Policies (continued) Below is a reconciliation of the net income per common share: For the period From July 1, 2020 (Inception) through December 31, 2020 Numerator Earnings allocable to Class A common stock subject to possible redemption Interest income on Trust account $ 16,161 Class A common stock subject to possible redemption net earnings $ 16,161 Denominator: Weighted average Class A shares subject to possible redemption Class A Common stock subject to possible redemption, basic and diluted 6,338,515 Earnings/basic and diluted per share Class A common stock subject to possible redemption $ 0.00 Numerator: Net income minus Earnings allocable to Class A common stock subject to possible redemption Net income (loss) $ 1,419,645 Less: Earnings allocable to Class A common stock subject to possible redemption 16,161 Non-redeemable ordinary shares net income $ 1,403,484 Denominator: weighted average Non-redeemable ordinary shares Non-redeemable ordinary shares, basic and diluted 2,500,000 Income/Basic and diluted per share Non-redeemable ordinary shares $ 0.56 |
Offering Costs | Offering Costs The Company complies with the requirements of the ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A - “Expenses of Offering”. Offering costs consist principally of professional and registration fees incurred through the balance sheet date that are related to the Public Offering and that were charged to stockholders’ equity upon the completion of the IPO. Accordingly, on September 22, 2020, offering costs totaling $4,289,471 have been charged to stockholders’ equity (consisting of $2,000,000 of underwriting fee, $1,959,758 of deferred underwriting fee and $329,713 of other offering costs). Of the total transaction cost $317,023 was expensed as non-operating expenses in that statement of operations with the rest of the offering cost charged to stockholders’ equity. The transaction costs were allocated based on the relative fair value basis, compared to the total offering proceeds, between the fair value of the public warrant liabilities and the Class A common stock. | Offering Costs The Company complies with the requirements of the ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A — “Expenses of Offering”. Offering costs consist principally of professional and registration fees incurred through the balance sheet date that are related to the Public Offering and that were charged to stockholders’ equity upon the completion of the IPO. Accordingly, on December 31, 2020, offering costs totaling $4,289,471 have been charged to stockholders’ equity (consisting of $2,000,000 of underwriting fee, $1,959,758 of deferred underwriting fee and $329,713 of other offering costs). Of the total transaction cost $317,023 was expensed as non-operating expenses in that statement of operations with the rest of the offering cost charged to stockholders’ equity. The transaction costs were allocated based on the relative fair value basis, compared to the total offering proceeds, between the fair value of the public warrant liabilities and the Class A common stock. |
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 the Financial Accounting Standards Board (“FASB”) ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheet. | Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the Financial Accounting Standards Board (“FASB”) ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheet. |
Derivative warrant liabilities | Derivative warrant liabilities The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and ASC 815-15. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. The Company accounts for its 5,177,500 common stock warrants issued in connection with its Initial Public Offering (5,000,000) and Private Placement (152,500) as derivative warrant liabilities in accordance with ASC 815-40. Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjusts the instruments to fair value at each reporting period. The liabilities are subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in the Company’s statement of operations. The fair value of warrants issued by the Company in connection with the Public Offering and Private Placement has been estimated using Monte-Carlo simulations at each measurement date. | Derivative warrant liabilities The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and ASC 815-15. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. Note 3 — Significant Accounting Policies (continued) The Company accounts for its 5,152,500 common stock warrants issued in connection with its Initial Public Offering (5,000,000) and Private Placement (152,500) as derivative warrant liabilities in accordance with ASC 815-40. Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjusts the instruments to fair value at each reporting period. The liabilities are subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in the Company’s statement of operations. The fair value of warrants issued by the Company in connection with the Public Offering and Private Placement has been estimated using Monte-Carlo simulations at each measurement date. |
Income Taxes | Income Taxes The Company accounts for income taxes under ASC 740 Income Taxes (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position 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. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition. 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 June 30, 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 has identified the United States as its only “major” tax jurisdiction. The Company may be subject to potential examination by federal and state taxing authorities in the areas of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. | Income Taxes The Company accounts for income taxes under ASC 740 Income Taxes (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position 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. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition. 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 has identified the United States as its only “major” tax jurisdiction. The Company may be subject to potential examination by federal and state taxing authorities in the areas of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. |
Recent Accounting Standards | Recent Accounting Standards Management does not believe that any recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements. | Recent Accounting Standards Management does not believe that any recently issued, but not 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) | 6 Months Ended |
Dec. 31, 2020 | |
Restatement Of Previously Issued Financial Statements | |
Schedule of restatement of previously issued balance sheet | As of December 31, 2020 As Reported Adjustment As Adjusted Balance Sheet Warrant Liabilities $ — $ 6,038,351 $ 6,038,351 Deferred underwriting fee 1,847,788 111,970 1,959,758 Total Liabilities 2,095,733 6,150,321 8,246,054 Shares Subject to Redemption 94,164,160 (6,150,321) 88,013,840 Class A Common Stock 94 62 156 Class B Common Stock 250 — 250 Additional Paid in Capital 5,232,995 (1,653,041) 3,579,954 (Accumulated Deficit)/Retained Earnings (233,333) 1,652,978 1,419,645 Total Stockholders’ Equity $ 5,000,006 $ (1) $ 5,000,005 As of September 30, 2020 As Reported Adjustment As Adjusted Balance Sheet Warrant Liabilities $ — $ 7,790,373 $ 7,790,373 Deferred underwriting fee 1,846,265 140,937 1,987,202 Total Liabilities 1,966,737 7,931,310 9,898,047 Shares Subject to Redemption 94,358,060 (7,931,310) 86,426,750 Class A Common Stock 92 80 172 Class B Common Stock 288 288 Additional Paid in Capital 5,040,582 98,964 5,139,546 (Accumulated Deficit) (40,952) (99,044) (139,996) Total Stockholders’ Equity 5,000,010 — 5,000,010 As of September 22, 2020 As Reported Adjustment As Adjusted Balance Sheet Warrant Liabilities $ — $ 8,008,352 $ 8,008,352 Deferred underwriting fee 1,848,103 142,642 1,990,745 Total Liabilities 2,177,082 8,150,994 10,328,076 Shares Subject to Redemption 94,394,110 (8,150,990) 86,243,120 Class A Common Stock 92 82 174 Class B Common Stock 288 288 Additional Paid in Capital 5,002,694 316,937 5,319,631 (Accumulated Deficit) (3,066) (317,023) (320,089) Total Stockholders’ Equity $ 5,000,008 $ (4) $ 5,000,004 |
Schedule of restatement of previously issued statement of operations | For the from July 1, 2020 (inception) to December 31, 2020 As Reported Adjustment As Adjusted Statement of Operations: Loss from operations $ (249,524) $ — $ (249,524) Other (expense) income: — — — Change in fair value of warrant liabilities — 1,970,001 1,970,001 Offering expense related to warrant issuance — (317,023) (317,023) Interest income 16,191 — 16,191 Total other (expense) income 16,191 1,652,978 1,669,169 Net (loss)/income (233,333) 1,652,978 1,419,645 Weighted average shares outstanding – basic and diluted 3,060,308 (3,060,308) — Basic and Diluted net (loss)/income per share $ (0.08) $ 0.08 $ — Weighted average shares outstanding, Class A ordinary shares subject to possible redemption — 6,338,515 6,338,515 Basic and diluted net income per share, Class A ordinary shares subject to possible redemption — $ 0.00 $ 0.00 Weighted average shares outstanding, Non-redeemable ordinary shares — 2,500,000 2,500,000 Basic and diluted net loss per share, Non-redeemable ordinary shares — $ 0.56 $ 0.56 For the period from July 1, 2020 (inception) to September 30, 2020 As Reported Adjustment As Adjusted Statement of Operations: Loss from operations $ (18,775) $ — $ (18,775) Other (expense) income: Change in fair value of warrant liabilities — 217,979 217,979 Offering expense related to warrant issuance — (317,023) (317,023) Interest income (22,177) — (22,177) Total other (expense) income (22,177) (99,044) (121,221) Loss $ (40,952) $ — $ (139,996) Weighted average shares outstanding – basic and diluted 2,888,352 (2,888,352) — Basic and Diluted net (loss)/income per share $ (0.01) 0.01 $ — Weighted average shares outstanding, Class A ordinary shares subject to possible redemption — 910,330 910,330 Basic and diluted net income per share, Class A ordinary shares subject to possible redemption — $ (0.02) $ (0.02) Weighted average shares outstanding, Non-redeemable ordinary shares — 1,978,022 1,978,022 Basic and diluted net loss per share, Non-redeemable ordinary shares — $ (0.06) $ (0.06) |
Schedule of restatement of previously issued statement of cash flows | As Reported Adjustment As Adjusted For the period from July 1, 2020 (inception) to December 31, 2020 Statement of Cash Flows: Net (loss) / income $ (233,333) $ 1,652,978 $ 1,419,645 Change in fair value of warrant liabilities — 1,970,001 1,970,001 Offering expense related to warrant issuance — (317,023) (317,023) Adjustments to reconcile net loss to net cash used in operating activities Net cash used in operating activities (245,662) — (245,662) Net cash used in investing activities (100,000,000) — (100,000,000) Net cash provided by financing activities 101,340,423 — 101,340,423 Net change in cash $ 1,094,761 $ — $ 1,094,761 Supplemental Non-cash financing activities disclosure Initial value of Class A common stock subject to possible redemption $ 94,394,110 $ (8,150,990) $ 86,243,120 Initial value of warrant liabilities $ — $ 8,008,352 $ 8,008,352 Change in value of Class A common stock subject to possible redemption $ (229,950) $ 2,000,670 $ 1,770,720 Deferred underwriters’ discount payable charged to additional paid-in-capital $ 1,847,788 $ 111,970 $ 1,959,758 For the period from July 1, 2020 (inception) to September 30, 2020 As Reported Adjustment As Adjusted Statement of Cash Flows: Net loss (40,952) (99,044) (139,996) Adjustments to reconcile net loss to net cash used in operating activities — — — Change in fair value of warrant liabilities — 217,979 217,979 Offering expense related to warrant issuance — (317,023) (317,023) Net cash used in operating activities (18,049) — (18,049) Net cash used in investing activities (100,000,000) — (100,000,000) Net cash provided by financing activities 101,334,363 — 101,334,363 Net change in cash $ 1,316,314 $ — $ 1,316,314 Supplemental Non-cash financing activities disclosure Initial value of Class A common stock subject to possible redemption $ 94,394,110 $ (8,150,990) $ 86,243,120 Initial value of warrant liabilities $ — $ 8,008,352 $ 8,008,352 Change in value of Class A common stock subject to possible redemption $ (36,050) $ 219,680 $ 183,630 Deferred underwriters’ discount payable charged to additional paid-in-capital $ 1,846,265 $ 140,937 $ 1,987,202 |
Significant Accounting Polici_3
Significant Accounting Policies (Tables) | 6 Months Ended | |
Jun. 30, 2021 | Dec. 31, 2020 | |
Summary of Significant Accounting Policies | ||
Schedule of reconciliation of the net income per common shares | For the For the three months six months ended ended, June 30, June 30, 2021 2021 Numerator Earnings allocable to Class A common stock Interest income on Trust account $ 1,187 $ 11,592 Class A common stock net earnings $ 1,187 $ 11,592 Denominator: Weighted average Class A shares Class A Common stock, basic and diluted 7,841,024 8,315,869 Earnings/basic and diluted per share Class A common stock $ 0.00 $ 0.00 Numerator: Net income (loss) minus Earnings allocable to Class A common stock Net income (loss) $ 286,223 $ (9,149,309) Less : Earnings allocable to Class A common stock (1,187) (11,592) Class B net income (loss) $ 285,036 $ (9,160,901) Denominator: weighted average Class B common stock Class B common stock, basic and diluted 4,984,843 4,539,131 Income/Basic and diluted per share Class B common stock $ 0.06 $ (2.02) | For the period From July 1, 2020 (Inception) through December 31, 2020 Numerator Earnings allocable to Class A common stock subject to possible redemption Interest income on Trust account $ 16,161 Class A common stock subject to possible redemption net earnings $ 16,161 Denominator: Weighted average Class A shares subject to possible redemption Class A Common stock subject to possible redemption, basic and diluted 6,338,515 Earnings/basic and diluted per share Class A common stock subject to possible redemption $ 0.00 Numerator: Net income minus Earnings allocable to Class A common stock subject to possible redemption Net income (loss) $ 1,419,645 Less: Earnings allocable to Class A common stock subject to possible redemption 16,161 Non-redeemable ordinary shares net income $ 1,403,484 Denominator: weighted average Non-redeemable ordinary shares Non-redeemable ordinary shares, basic and diluted 2,500,000 Income/Basic and diluted per share Non-redeemable ordinary shares $ 0.56 |
Investment Held in Trust Acco_2
Investment Held in Trust Account (Tables) | 6 Months Ended |
Dec. 31, 2020 | |
Investment Held in Trust Account | |
Schedule of carrying value, excluding gross unrealized losses and fair value of held to maturity securities | Carrying Value as of Gross Fair Value as of December 31, Unrealized December 31, 2020 Losses 2020 Mutual Funds $ 29,851 $ — $ 29,851 U.S. Treasury Securities 99,986,310 (3,310) 99,983,000 $ 100,016,161 $ (3,310) $ 100,012,851 |
Income Tax (Tables)
Income Tax (Tables) | 6 Months Ended |
Dec. 31, 2020 | |
Income Taxes | |
Schedule of net deferred tax assets | December 31, 2020 Deferred tax asset Organizational costs/Startup expenses $ 28,570 Federal Net Operating loss 20,430 Total deferred tax asset 49,000 Valuation allowance (49,000) Deferred tax asset, net of allowance $ — |
Schedule of income tax provision | December 31, 2020 Federal Current $ — Deferred (49,000) State Current — Deferred — Change in valuation allowance (49,000) Income tax provision $ — |
Schedule of effective reconciliation of the federal income tax rate | Statutory federal income tax rate 21.0 % State taxes, net of federal tax benefit 0.0 % Change in fair value of warrant liabilities (29.1) % Offering expenses 4.6 % Change in valuation allowance 3.5 % Income tax provision — % |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 6 Months Ended | |
Jun. 30, 2021 | Dec. 31, 2020 | |
Fair Value Measurements | ||
Schedule of fair value on a recurring basis | Quoted Significant Significant Prices In Other Other Active Observable Unobservable June 30, Markets Inputs Inputs 2021 (Level 1) (Level 2) (Level 3) Description Assets: Mutual Funds held in Trust Account 100,031,414 100,031,414 — — $ 100,031,414 $ 100,031,414 $ — $ — Liabilities Warrant liabilities - Public Warrants 14,000,000 14,000,000 — — Warrant liabilities – Private Warrants 465,458 — — 465,458 $ 14,465,458 $ 14,000,000 $ — $ 465,458 Quoted Significant Significant Prices In Other Other Active Observable Unobservable December 31, Markets Inputs Inputs 2020 (Level 1) (Level 2) (Level 3) Description Assets: Mutual Funds held in Trust Account 29,851 29,851 — — U.S. Treasury Securities 99,983,000 99,983,000 $ 100,012,851 $ 100,012,851 $ — $ — Liabilities Warrant liabilities - Public Warrants 5,750,000 — — 5,750,000 Warrant liabilities – Private Warrants 288,351 — — 288,351 $ 6,038,351 $ — $ — $ 6,038,351 | Quoted Significant Significant Prices In Other Other Active Observable Unobservable December 31, Markets Inputs Inputs 2020 (Level 1) (Level 2) (Level 3) Description Assets: Mutual Funds held in Trust Account $ 29,851 $ 29,851 $ — $ — U.S. Treasury Securities held in Trust Account 99,983,000 99,983,000 — — Liabilities: Warrant liabilities (Restated) 6,038,351 — — 6,038,351 $ 106,051,202 $ 100,012,851 $ — $ 6,038,351 |
Schedule of fair value measurements | At At June 30, December 31, 2021 2020 Stock price $ 10.83 $ 10.17 Strike price $ 11.5 $ 11.5 Term (in years) 5.12 5.13 Volatility 36.0 % 24.4 % Risk-free rate 0.74 % 0.38 % Dividend yield 0.0 % 0.0 % | At September 22, 2020 At At (Initial September 30, December 31, Measurement) 2020 2020 Stock price $ 9.26 $ 9.14 $ 10.17 Strike price $ 11.50 $ 11.50 $ 11.50 Term (in years) 5.42 5.38 5.13 Volatility 24.4 % 24.4 % 24.4 % Risk-free rate 0.33 % 0.32 % 0.38 % Dividend yield 0.0 % 0.0 % 0.0 % |
Schedule of value of warrant liabilities | Private Warrant Public Placement Liabilities Fair value as of December 31, 2020 5,750,000 288,351 6,038,351 Change in valuation inputs or other assumptions 8,250,000 177,107 8,427,107 Fair value as of June 30, 2021 $ 14,000,000 $ 465,458 $ 14,465,458 | Private Warrant Public Placement Liabilities Fair value as of July 1, 2020 $ — $ — $ — Initial measurement on September 18, 2020 7,770,722 237,630 8,008,352 Change in valuation inputs or other assumptions (215,870) (7,056) (217,979) Fair value as of September 30, 2020 7,554,852 230,574 7,790,373 Change in valuation inputs or other assumptions (1,804,852) 52,830 (1,752,022) Fair value as of December 31, 2020 $ 5,750,000 $ 288,351 $ 6,038,351 |
Organization and Business Ope_2
Organization and Business Operations (Details) - USD ($) | Sep. 22, 2020 | Sep. 22, 2020 | Jun. 30, 2021 | Dec. 31, 2020 |
Organization and Business Operations [Line Items] | ||||
Net proceeds | $ 100,000,000 | |||
Proceeds from Issuance Initial Public Offering | $ 98,000,000 | |||
Transaction costs | 4,197,388 | |||
Underwriting fees | $ 2,000,000 | 2,000,000 | ||
Deferred underwriting fees | 1,959,758 | 1,959,758 | ||
Deferred underwriting fee | 329,713 | 329,713 | ||
Total non-operating expenses | $ 317,023 | $ 317,023 | ||
Percentage of trust account | 80.00% | 80.00% | ||
Share price (in Dollars per share) | $ 10 | $ 10 | ||
Net tangible assets | $ 5,000,001 | $ 5,000,001 | ||
Percentage of redeem outstanding shares | 100.00% | 100.00% | ||
Business combination agreement, description | (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 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 the monies held in the trust account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of the underwriters of the IPO against certain liabilities, including liabilities under the Securities Act. However, the Company has not asked its sponsor to reserve for such indemnification obligations, nor has the Company independently verified whether its sponsor has sufficient funds to satisfy its indemnity obligations and believe that the Company’s sponsor’s only assets are securities of the Company. Therefore, the Company cannot assure that its sponsor would be able to satisfy those obligations. | (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 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 the monies held in the trust account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of the underwriters of the IPO against certain liabilities, including liabilities under the Securities Act. However, the Company has not asked its sponsor to reserve for such indemnification obligations, nor has the Company independently verified whether its sponsor has sufficient funds to satisfy its indemnity obligations and believe that the Company’s sponsor’s only assets are securities of the Company. Therefore, the Company cannot assure that its sponsor would be able to satisfy those obligations. | ||
Cash held outside of trust account | $ 383,400 | $ 1,094,761 | ||
Anticipated outside of trust account | 383,400 | $ 1,094,761 | ||
Business Combination [Member] | ||||
Organization and Business Operations [Line Items] | ||||
Transaction costs | $ 4,197,388 | |||
Business acquisition, percentage of voting interests acquired | 50.00% | 50.00% | ||
IPO [Member] | ||||
Organization and Business Operations [Line Items] | ||||
Number of units issued in transaction (in Shares) | 10,000,000 | 10,000,000 | ||
Price per unit (in Dollars per share) | $ 10 | $ 10 | ||
Proceeds from Issuance Initial Public Offering | $ 100,000,000 | |||
Private placement | ||||
Organization and Business Operations [Line Items] | ||||
Number of units issued in transaction (in Shares) | 355,000 | 355,000 | ||
Price per unit (in Dollars per share) | $ 10 | $ 10 | $ 10 | |
Proceeds from Issuance Initial Public Offering | $ 3,550,000 | $ 3,550,000 | ||
Founder Shares [Member] | ||||
Organization and Business Operations [Line Items] | ||||
Sale of stock | 25,000 | $ 25,000 | ||
Sponsor [Member] | ||||
Organization and Business Operations [Line Items] | ||||
Sale of stock | $ 147,763 | $ 95,136 | ||
Class A Common Stock [Member] | ||||
Organization and Business Operations [Line Items] | ||||
Number of units issued in transaction (in Shares) | 17,500,000 | |||
Price per unit (in Dollars per share) | $ 10 | |||
Proceeds from Issuance Initial Public Offering | $ 175,000,000 | |||
Class A Common Stock [Member] | IPO [Member] | ||||
Organization and Business Operations [Line Items] | ||||
Net proceeds | $ 100,000,000 |
Restatement of Previously Iss_3
Restatement of Previously Issued Financial Statements (Details) - Schedule of restatement of previously issued balance sheet - USD ($) | Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Sep. 22, 2020 | Jun. 30, 2020 |
Condensed Balance Sheet Statements, Captions [Line Items] | ||||||
Warrant Liabilities | $ 14,465,458 | $ 6,038,351 | ||||
Deferred underwriting fee | 329,713 | 329,713 | ||||
Total Liabilities | 16,808,020 | 8,246,054 | ||||
Redeemable Convertible Preferred Stock, Carrying Value | 78,701,570 | 88,013,840 | ||||
Additional Paid in Capital | 12,729,166 | 3,579,954 | ||||
Accumulated earnings (deficit) | (7,729,664) | 1,419,645 | ||||
Total Stockholders' Equity | 5,000,002 | $ 5,000,010 | 5,000,005 | $ 0 | ||
Class A Common Stock [Member] | ||||||
Condensed Balance Sheet Statements, Captions [Line Items] | ||||||
Common stock value | 250 | 156 | ||||
Total Stockholders' Equity | 156 | 0 | ||||
Common Class B [Member] | ||||||
Condensed Balance Sheet Statements, Captions [Line Items] | ||||||
Common stock value | $ 250 | 250 | ||||
Total Stockholders' Equity | 250 | $ 0 | ||||
As Reported [Member] | ||||||
Condensed Balance Sheet Statements, Captions [Line Items] | ||||||
Deferred underwriting fee | 1,847,788 | $ 1,846,265 | $ 1,848,103 | |||
Total Liabilities | 2,095,733 | 1,966,737 | 2,177,082 | |||
Redeemable Convertible Preferred Stock, Carrying Value | 94,164,160 | 94,358,060 | 94,394,110 | |||
Additional Paid in Capital | 5,232,995 | 5,040,582 | 5,002,694 | |||
Accumulated earnings (deficit) | (233,333) | (40,952) | (3,066) | |||
Total Stockholders' Equity | 5,000,006 | 5,000,010 | 5,000,008 | |||
As Reported [Member] | Class A Common Stock [Member] | ||||||
Condensed Balance Sheet Statements, Captions [Line Items] | ||||||
Common stock value | 94 | 92 | 92 | |||
As Reported [Member] | Common Class B [Member] | ||||||
Condensed Balance Sheet Statements, Captions [Line Items] | ||||||
Common stock value | 250 | 288 | 288 | |||
Adjustments [Member] | ||||||
Condensed Balance Sheet Statements, Captions [Line Items] | ||||||
Warrant Liabilities | 6,038,351 | 7,790,373 | 8,008,352 | |||
Deferred underwriting fee | 111,970 | 140,937 | 142,642 | |||
Total Liabilities | 6,150,321 | 7,931,310 | 8,150,994 | |||
Redeemable Convertible Preferred Stock, Carrying Value | (6,150,321) | (7,931,310) | (8,150,990) | |||
Additional Paid in Capital | (1,653,041) | 98,964 | 316,937 | |||
Accumulated earnings (deficit) | 1,652,978 | (99,044) | (317,023) | |||
Total Stockholders' Equity | (1) | (4) | ||||
Adjustments [Member] | Class A Common Stock [Member] | ||||||
Condensed Balance Sheet Statements, Captions [Line Items] | ||||||
Common stock value | 62 | 80 | 82 | |||
Adjustments [Member] | Common Class B [Member] | ||||||
Condensed Balance Sheet Statements, Captions [Line Items] | ||||||
Common stock value | 288 | 288 | ||||
As Adjusted [Member] | ||||||
Condensed Balance Sheet Statements, Captions [Line Items] | ||||||
Warrant Liabilities | 6,038,351 | 7,790,373 | 8,008,352 | |||
Deferred underwriting fee | 1,959,758 | 1,987,202 | 1,990,745 | |||
Total Liabilities | 8,246,054 | 9,898,047 | 10,328,076 | |||
Redeemable Convertible Preferred Stock, Carrying Value | 88,013,840 | 86,426,750 | 86,243,120 | |||
Additional Paid in Capital | 3,579,954 | 5,139,546 | 5,319,631 | |||
Accumulated earnings (deficit) | 1,419,645 | (139,996) | (320,089) | |||
Total Stockholders' Equity | 5,000,005 | 5,000,010 | 5,000,004 | |||
As Adjusted [Member] | Class A Common Stock [Member] | ||||||
Condensed Balance Sheet Statements, Captions [Line Items] | ||||||
Common stock value | 156 | $ 172 | $ 174 | |||
As Adjusted [Member] | Common Class B [Member] | ||||||
Condensed Balance Sheet Statements, Captions [Line Items] | ||||||
Common stock value | $ 250 |
Restatement of Previously Iss_4
Restatement of Previously Issued Financial Statements (Details) - Schedule of restatement of previously issued statement of operations - USD ($) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2020 | Jun. 30, 2021 | Dec. 31, 2020 | |
Statement of Operations: | |||||
Loss from operations | $ (243,668) | $ (737,486) | $ (249,524) | ||
Other (expense) income: | |||||
Change in fair value of warrant liabilities | (528,317) | $ 8,427,107 | (1,970,001) | ||
Payments of offering costs | (329,713) | ||||
Net (loss)/income | $ 286,223 | $ (9,435,532) | 1,419,645 | ||
Weighted average shares outstanding, Non-redeemable common stock (in Shares) | 4,984,843 | 4,539,131 | |||
Change in fair value of warrant liabilities | $ (528,317) | $ 8,427,107 | (1,970,001) | ||
Payments of offering costs | $ (329,713) | ||||
Class A Common Stock [Member] | |||||
Other (expense) income: | |||||
Weighted average shares outstanding, Non-redeemable common stock (in Shares) | 6,338,515 | ||||
Basic and diluted net loss per share, Non-redeemable (in Dollars per share) | $ 0 | ||||
As Reported [Member] | |||||
Statement of Operations: | |||||
Loss from operations | $ (18,775) | $ (249,524) | |||
Other (expense) income: | |||||
Change in fair value of warrant liabilities | |||||
Payments of offering costs | |||||
Interest income | (22,177) | 16,191 | |||
Total other (expense) income | (22,177) | 16,191 | |||
Net (loss)/income | $ (40,952) | $ (233,333) | |||
Weighted average shares outstanding, Non-redeemable common stock (in Shares) | 2,888,352 | 3,060,308 | |||
Basic and diluted net loss per share, Non-redeemable (in Dollars per share) | $ (0.01) | $ (0.08) | |||
Weighted average shares outstanding, Non-redeemable ordinary shares (in Shares) | |||||
Basic and diluted net loss per share, Non-redeemable ordinary shares (in Dollars per share) | |||||
Change in fair value of warrant liabilities | |||||
Payments of offering costs | |||||
Interest income | $ (22,177) | 16,191 | |||
As Reported [Member] | Class A Common Stock [Member] | |||||
Other (expense) income: | |||||
Weighted average shares outstanding, Class A ordinary shares subject to possible redemption (in Shares) | |||||
Basic and diluted net income per share, Class A ordinary shares subject to possible redemption (in Dollars per share) | |||||
Adjustments [Member] | |||||
Statement of Operations: | |||||
Loss from operations | |||||
Other (expense) income: | |||||
Change in fair value of warrant liabilities | 217,979 | 1,970,001 | |||
Payments of offering costs | (317,023) | (317,023) | |||
Interest income | |||||
Total other (expense) income | (99,044) | 1,652,978 | |||
Net (loss)/income | $ 1,652,978 | ||||
Weighted average shares outstanding, Non-redeemable common stock (in Shares) | (2,888,352) | (3,060,308) | |||
Basic and diluted net loss per share, Non-redeemable (in Dollars per share) | $ 0.01 | $ 0.08 | |||
Weighted average shares outstanding, Non-redeemable ordinary shares (in Shares) | 1,978,022 | 2,500,000 | |||
Basic and diluted net loss per share, Non-redeemable ordinary shares (in Dollars per share) | $ (0.06) | $ 0.56 | |||
Change in fair value of warrant liabilities | $ 217,979 | $ 1,970,001 | |||
Payments of offering costs | (317,023) | $ (317,023) | |||
Interest income | |||||
Adjustments [Member] | Class A Common Stock [Member] | |||||
Other (expense) income: | |||||
Weighted average shares outstanding, Class A ordinary shares subject to possible redemption (in Shares) | 910,330 | 6,338,515 | |||
Basic and diluted net income per share, Class A ordinary shares subject to possible redemption (in Dollars per share) | $ (0.02) | $ 0 | |||
As Adjusted [Member]. | |||||
Statement of Operations: | |||||
Loss from operations | $ (18,775) | $ (249,524) | |||
Other (expense) income: | |||||
Change in fair value of warrant liabilities | 217,979 | 1,970,001 | |||
Payments of offering costs | (317,023) | (317,023) | |||
Interest income | (22,177) | 16,191 | |||
Total other (expense) income | (121,221) | 1,669,169 | |||
Net (loss)/income | $ (139,996) | $ 1,419,645 | |||
Weighted average shares outstanding, Non-redeemable common stock (in Shares) | |||||
Basic and diluted net loss per share, Non-redeemable (in Dollars per share) | |||||
Weighted average shares outstanding, Non-redeemable ordinary shares (in Shares) | 1,978,022 | 2,500,000 | |||
Basic and diluted net loss per share, Non-redeemable ordinary shares (in Dollars per share) | $ (0.06) | $ 0.56 | |||
Change in fair value of warrant liabilities | $ 217,979 | $ 1,970,001 | |||
Payments of offering costs | (317,023) | (317,023) | |||
Interest income | $ (22,177) | $ 16,191 | |||
As Adjusted [Member]. | Class A Common Stock [Member] | |||||
Other (expense) income: | |||||
Weighted average shares outstanding, Class A ordinary shares subject to possible redemption (in Shares) | 910,330 | 6,338,515 | |||
Basic and diluted net income per share, Class A ordinary shares subject to possible redemption (in Dollars per share) | $ (0.02) | $ 0 |
Restatement of Previously Iss_5
Restatement of Previously Issued Financial Statements (Details) - Schedule of restatement of previously issued statement of cash flows - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Sep. 30, 2020 | Jun. 30, 2021 | Dec. 31, 2020 | |
STATEMENT OF CASH FLOWS | ||||
Net income (loss) | $ 286,223 | $ (9,149,309) | $ 1,419,645 | |
Change in fair value of warrant liabilities | $ (528,317) | 8,427,107 | (1,970,001) | |
Payments of offering costs | (329,713) | |||
Adjustments to reconcile net loss to net cash used in operating activities | ||||
Net cash used in operating activities | (616,225) | (245,662) | ||
Net cash used in investing activities | (100,000,000) | |||
Net cash provided by financing activities | (95,136) | 101,340,423 | ||
Net change in cash | 1,094,761 | |||
Supplemental Non-cash financing activities disclosure | ||||
Initial value of Class A common stock subject to possible redemption | 86,243,120 | |||
Initial value of warrant liabilities | 8,008,352 | |||
Change in value of Class A common stock subject to possible redemption | 9,312,270 | 1,770,720 | ||
Deferred underwriters' discount payable charged to additional paid-in-capital | $ 162,964 | 1,959,758 | ||
As Reported [Member] | ||||
STATEMENT OF CASH FLOWS | ||||
Net income (loss) | $ (40,952) | (233,333) | ||
Change in fair value of warrant liabilities | ||||
Payments of offering costs | ||||
Adjustments to reconcile net loss to net cash used in operating activities | ||||
Net cash used in operating activities | (18,049) | (245,662) | ||
Net cash used in investing activities | (100,000,000) | (100,000,000) | ||
Net cash provided by financing activities | 101,334,363 | 101,340,423 | ||
Net change in cash | 1,316,314 | 1,094,761 | ||
Supplemental Non-cash financing activities disclosure | ||||
Initial value of Class A common stock subject to possible redemption | 94,394,110 | 94,394,110 | ||
Initial value of warrant liabilities | ||||
Change in value of Class A common stock subject to possible redemption | (36,050) | (229,950) | ||
Deferred underwriters' discount payable charged to additional paid-in-capital | 1,846,265 | 1,847,788 | ||
Adjustments [Member] | ||||
STATEMENT OF CASH FLOWS | ||||
Net income (loss) | (99,044) | 1,652,978 | ||
Change in fair value of warrant liabilities | 217,979 | 1,970,001 | ||
Payments of offering costs | (317,023) | (317,023) | ||
Adjustments to reconcile net loss to net cash used in operating activities | ||||
Net cash used in operating activities | ||||
Net cash used in investing activities | ||||
Net cash provided by financing activities | ||||
Net change in cash | ||||
Supplemental Non-cash financing activities disclosure | ||||
Initial value of Class A common stock subject to possible redemption | (8,150,990) | (8,150,990) | ||
Initial value of warrant liabilities | 8,008,352 | 8,008,352 | ||
Change in value of Class A common stock subject to possible redemption | 219,680 | 2,000,670 | ||
Deferred underwriters' discount payable charged to additional paid-in-capital | 140,937 | 111,970 | ||
As Adjusted [Member] | ||||
STATEMENT OF CASH FLOWS | ||||
Net income (loss) | (139,996) | 1,419,645 | ||
Change in fair value of warrant liabilities | 217,979 | 1,970,001 | ||
Payments of offering costs | (317,023) | (317,023) | ||
Adjustments to reconcile net loss to net cash used in operating activities | ||||
Net cash used in operating activities | (18,049) | (245,662) | ||
Net cash used in investing activities | (100,000,000) | (100,000,000) | ||
Net cash provided by financing activities | 101,334,363 | 101,340,423 | ||
Net change in cash | 1,316,314 | 1,094,761 | ||
Supplemental Non-cash financing activities disclosure | ||||
Initial value of Class A common stock subject to possible redemption | 86,243,120 | 86,243,120 | ||
Initial value of warrant liabilities | 8,008,352 | 8,008,352 | ||
Change in value of Class A common stock subject to possible redemption | 183,630 | 1,770,720 | ||
Deferred underwriters' discount payable charged to additional paid-in-capital | $ 1,987,202 | $ 1,959,758 |
Significant Accounting Polici_4
Significant Accounting Policies (Details) - USD ($) | 6 Months Ended | |
Jun. 30, 2021 | Dec. 31, 2020 | |
Significant Accounting Policies (Details) [Line Items] | ||
Federal depository insurance coverage limit | $ 250,000 | $ 250,000 |
Shares subject to possible redemption (in Shares) | 7,870,157 | 8,801,384 |
Offering costs | $ 4,289,471 | $ 4,289,471 |
Accrued underwriting fees | 2,000,000 | 2,000,000 |
Deferred underwriting fee | 1,959,758 | 1,959,758 |
Other offering costs | 329,713 | 329,713 |
Total operating expenses | $ 317,023 | $ 317,023 |
Note Warrant [Member] | ||
Significant Accounting Policies (Details) [Line Items] | ||
Common stock shares issued | 5,177,500 | 5,152,500 |
IPO [Member] | ||
Significant Accounting Policies (Details) [Line Items] | ||
Common stock shares issued | 5,000,000 | 5,000,000 |
Private placement | ||
Significant Accounting Policies (Details) [Line Items] | ||
Common stock shares issued | 152,500 | 152,500 |
Common Stock | ||
Significant Accounting Policies (Details) [Line Items] | ||
Diluted loss per share (in Shares) | 5,177,500 | 5,177,500 |
Significant Accounting Polici_5
Significant Accounting Policies (Details) - Schedule of basic and diluted loss per common shares - USD ($) | 3 Months Ended | 6 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2021 | Dec. 31, 2020 | |
Numerator Earnings allocable to Class A common stock subject to possible redemption | |||
Interest income on Trust account | $ 16,161 | ||
Class A common stock subject to possible redemption net earnings | $ 16,161 | ||
Denominator: Weighted average Class A shares subject to possible redemption | |||
Class A Common stock subject to possible redemption, basic and diluted (in Shares) | 7,841,024 | 8,315,869 | 6,338,515 |
Earnings/basic and diluted per share Class A common stock subject to possible redemption (in Dollars per share) | $ 0 | $ 0 | $ 0 |
Numerator: Net income minus Earnings allocable to Class A common stock subject to possible redemption | |||
Net income (loss) | $ 286,223 | $ (9,149,309) | $ 1,419,645 |
Less : Earnings allocable to Class A common stock subject to possible redemption | $ (1,187) | $ (11,592) | 16,161 |
Non-redeemable ordinary shares net income | $ 1,403,484 | ||
Denominator: weighted average Non-redeemable ordinary shares | |||
Non-redeemable ordinary shares, basic and diluted (in Shares) | 2,500,000 | ||
Income/Basic and diluted per share Non-redeemable ordinary shares (in Dollars per share) | $ 0.06 | $ (2.02) | $ 0.56 |
Initial Public Offering (Detail
Initial Public Offering (Details) - IPO [Member] | Sep. 22, 2020$ / sharesshares | Sep. 22, 2020$ / sharesshares |
Initial Public Offering (Details) [Line Items] | ||
Number of shares sold | shares | 10,000,000 | 10,000,000 |
Purchase price | $ / shares | $ 10 | $ 10 |
Sale of stock, description | Each unit that the Company is offering has a price of $10.00 and consists of one share of Class A common stock and one-half of one redeemable warrant. Only whole warrants are exercisable. Each whole warrant entitles the holder to purchase one share of Class A common stock at a price of $11.50 per share | Each unit that the Company is offering has a price of $10.00 and consists of one share of Class A common stock and one-half of one redeemable warrant. Only whole warrants are exercisable. Each whole warrant entitles the holder to purchase one share of Class A common stock at a price of $11.50 per share |
Private Placement (Details)
Private Placement (Details) - USD ($) | Sep. 22, 2020 | Jun. 30, 2021 | Dec. 31, 2020 |
Private Placement (Details) [Line Items] | |||
Proceeds from Issuance Initial Public Offering | $ 98,000,000 | ||
Business Combination [Member] | |||
Private Placement (Details) [Line Items] | |||
Description of business combination | The Company’s sponsor, the representative and Northland have agreed to (i) waive their redemption rights with respect to their private placement shares in connection with the completion of the Company’s initial business combination, (ii) waive their redemption rights with respect to their private placement shares in connection with a stockholder vote to approve an amendment to the Company’s amended and restated certificate of incorporation (A) to modify the substance or timing of the Company’s obligation to redeem 100% of its public shares if the Company does not complete its initial business combination within 24 months from the closing of the IPO or (B) with respect to any other provision relating to stockholders’ rights or pre-initial business combination activity and (iii) waive their rights to liquidating distributions from the trust account with respect to their private placement shares if the Company fails to complete its initial business combination within 24 months from the closing of the IPO. | ||
Private placement | |||
Private Placement (Details) [Line Items] | |||
Placement units | 355,000 | 355,000 | |
Price per unit | $ 10 | $ 10 | |
Proceeds from Issuance Initial Public Offering | $ 3,550,000 | $ 3,550,000 | |
Private placement | Business Combination [Member] | |||
Private Placement (Details) [Line Items] | |||
Description of business combination | The Company’s sponsor, the representative and Northland have agreed to (i) waive their redemption rights with respect to their private placement shares in connection with the completion of the Company’s initial business combination, (ii) waive their redemption rights with respect to their private placement shares in connection with a stockholder vote to approve an amendment to the Company’s amended and restated certificate of incorporation (A) to modify the substance or timing of the Company’s obligation to redeem 100% of its public shares if the Company does not complete its initial business combination within 24 months from the closing of the IPO or (B) with respect to any other provision relating to stockholders’ rights or pre-initial business combination activity and (iii) waive their rights to liquidating distributions from the trust account with respect to their private placement shares if the Company fails to complete its initial business combination within 24 months from the closing of the IPO. |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | Jul. 20, 2021 | Sep. 22, 2020 | Jul. 20, 2020 | Sep. 22, 2020 | Jun. 30, 2021 | Dec. 31, 2020 | Jul. 01, 2020 |
Related Party Transactions (Details) [Line Items] | |||||||
Common stock price per share (in Dollars per share) | $ 10 | $ 10 | |||||
Over-allotment option Description | The over-allotment option was not exercised by the underwriters during the 45-day option period; thus, 375,000 shares were forfeited accordingly as of November 1, 2020. | The over-allotment option was not exercised by the underwriters during the 45-day option period; thus, 375,000 shares were forfeited accordingly as of November 1, 2020. | |||||
Sponsor [Member] | |||||||
Related Party Transactions (Details) [Line Items] | |||||||
General and administrative expenses | $ 10,000 | $ 10,000 | |||||
Administrative fees | $ 60,000 | $ 34,334 | |||||
IPO [Member] | |||||||
Related Party Transactions (Details) [Line Items] | |||||||
Number of unit issued (in Shares) | 10,000,000 | 10,000,000 | |||||
Common stock, shares issued (in Shares) | 5,000,000 | 5,000,000 | |||||
Aggregate principal amount | $ 300,000 | ||||||
Borrowings outstanding | $ 95,136 | ||||||
Price per share (in Dollars per share) | $ 10 | $ 10 | |||||
IPO [Member] | Related Party Loans [Member] | |||||||
Related Party Transactions (Details) [Line Items] | |||||||
Working capital loans converted value | $ 1,500,000 | $ 1,500,000 | |||||
Price per share (in Dollars per share) | $ 10 | $ 10 | |||||
Common Stock | Founder Shares [Member] | |||||||
Related Party Transactions (Details) [Line Items] | |||||||
Shares subject to forfeiture | $ 375,000 | $ 375,000 | |||||
Common stock, shares issued (in Shares) | 2,500,000 | 2,500,000 | |||||
Common stock shares outstanding | 2,500,000 | 2,500,000 | |||||
Common Class B [Member] | |||||||
Related Party Transactions (Details) [Line Items] | |||||||
Common stock, shares issued (in Shares) | 2,500,000 | 2,500,000 | |||||
Common stock shares outstanding | 2,500,000 | 2,500,000 | |||||
Common Class B [Member] | Founder Shares [Member] | |||||||
Related Party Transactions (Details) [Line Items] | |||||||
Number of unit issued (in Shares) | 2,875,000 | 2,875,000 | |||||
Value of common stock holders | $ 25,000 | $ 25,000 | |||||
Common stock price per share (in Dollars per share) | $ 0.01 | $ 0.01 |
Commitments & Contingencies (De
Commitments & Contingencies (Details) - USD ($) | Sep. 22, 2020 | Jun. 30, 2021 | Dec. 31, 2020 |
Commitments & Contingencies (Details) [Line Items] | |||
Underwriting discount rate, percentage | 2.00% | ||
Deferred underwriting fees percentage | 3.50% | ||
IPO [Member] | |||
Commitments & Contingencies (Details) [Line Items] | |||
Gross proceed of IPO (in Dollars) | $ 2,000,000 | ||
Description of underwriters agreement | The Company may reduce the deferred underwriting fee by up to 50% based on stockholders redeeming their shares for their pro-rata amount of the proceeds in the Trust Account; provided, however, that (a) the underwriters’ maximum deferred underwriting fee reduction based on stockholder redemptions will be 50% regardless of whether stockholder redemptions exceed 50%; and (b) any sums paid to other advisors as discussed above, will be credited against the reduction of and added back to the deferred underwriting fee payable to the underwriters; and (c) under no circumstance will the deferred underwriting fee be less than 1.75% of the gross proceeds of the IPO. | ||
Over-Allotment Option [Member] | |||
Commitments & Contingencies (Details) [Line Items] | |||
Deferred underwriting fees (in Dollars) | $ 2,122,723 | $ 1,959,758 | |
FINRAMember | |||
Commitments & Contingencies (Details) [Line Items] | |||
Deferred underwriting fees percentage | 1.00% |
Stockholder's Deficit (Details)
Stockholder's Deficit (Details) - $ / shares | 6 Months Ended | |
Jun. 30, 2021 | Dec. 31, 2020 | |
Stockholder's Deficit (Details) [Line Items] | ||
Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock outstanding | 0 | 0 |
Preferred stock issued | 0 | 0 |
Business Combination [Member] | ||
Stockholder's Deficit (Details) [Line Items] | ||
Business combination, description | The Company’s sponsor, the representative and Northland have agreed to (i) waive their redemption rights with respect to their private placement shares in connection with the completion of the Company’s initial business combination, (ii) waive their redemption rights with respect to their private placement shares in connection with a stockholder vote to approve an amendment to the Company’s amended and restated certificate of incorporation (A) to modify the substance or timing of the Company’s obligation to redeem 100% of its public shares if the Company does not complete its initial business combination within 24 months from the closing of the IPO or (B) with respect to any other provision relating to stockholders’ rights or pre-initial business combination activity and (iii) waive their rights to liquidating distributions from the trust account with respect to their private placement shares if the Company fails to complete its initial business combination within 24 months from the closing of the IPO. | |
Founder Shares [Member] | Business Combination [Member] | ||
Stockholder's Deficit (Details) [Line Items] | ||
Business combination, description | (A) one year after the completion of our initial business combination and (B) subsequent to our initial business combination, (x) if the reported last sale price of our 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 our initial 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 our stockholders having the right to exchange their shares of common stock for cash, securities or other. Any permitted transferees will be subject to the same restrictions and other agreements of our initial stockholders with respect to any founder shares. | (A) one year after the completion of our initial business combination and (B) subsequent to our initial business combination, (x) if the reported last sale price of our 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 our initial 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 our stockholders having the right to exchange their shares of common stock for cash, securities or other. Any permitted transferees will be subject to the same restrictions and other agreements of our initial stockholders with respect to any founder shares |
Preferred Stock [Member] | ||
Stockholder's Deficit (Details) [Line Items] | ||
Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock outstanding | 0 | |
Preferred stock issued | 0 | |
Warrants to purchase common stock | Business Combination [Member] | ||
Stockholder's Deficit (Details) [Line Items] | ||
Business combination, description | . In the case that additional shares of Class A common stock, or equity-linked securities, are issued or deemed issued in excess of the amounts offered in this prospectus and related to the closing of the initial business combination, the ratio at which shares of Class B common stock shall convert into shares of Class A common stock will be adjusted (unless the holders of a majority of the outstanding shares of Class B common stock agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of shares of Class A common stock issuable upon conversion of all shares of Class B common stock will equal, in the aggregate, on an as-converted basis, 20% of the sum of the total number of all shares of common stock outstanding upon the completion of the IPO (excluding the placement units and underlying securities) plus all shares of Class A common stock and equity-linked securities issued or deemed issued in connection with the initial business combination (excluding any shares or equity-linked securities issued, or to be issued, to any seller in the initial business combination or any private placement-equivalent units and their underlying securities issued to our sponsor or its affiliates upon conversion of loans made to us). The term “equity-linked securities” refers to any debt or equity securities that are convertible, exercisable or exchangeable for shares of Class A common stock issued in a financing transaction in connection with our initial business combination, including but not limited to a private placement of equity or debt. Securities could be “deemed issued” for purposes of the conversion rate adjustment if such shares are issuable upon the conversion or exercise of convertible securities, warrants or similar securities. | In the case that additional shares of Class A common stock, or equity-linked securities, are issued or deemed issued in excess of the amounts offered in this prospectus and related to the closing of the initial business combination, the ratio at which shares of Class B common stock shall convert into shares of Class A common stock will be adjusted (unless the holders of a majority of the outstanding shares of Class B common stock agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of shares of Class A common stock issuable upon conversion of all shares of Class B common stock will equal, in the aggregate, on an as-converted basis, 20% of the sum of the total number of all shares of common stock outstanding upon the completion of the IPO (excluding the placement units and underlying securities) plus all shares of Class A common stock and equity-linked securities issued or deemed issued in connection with the initial business combination (excluding any shares or equity-linked securities issued, or to be issued, to any seller in the initial business combination or any private placement-equivalent units and their underlying securities issued to our sponsor or its affiliates upon conversion of loans made to us). The term “equity-linked securities” refers to any debt or equity securities that are convertible, exercisable or exchangeable for shares of Class A common stock issued in a financing transaction in connection with our initial business combination, including but not limited to a private placement of equity or debt. Securities could be “deemed issued” for purposes of the conversion rate adjustment if such shares are issuable upon the conversion or exercise of convertible securities, warrants or similar securities. |
Class A Common Stock [Member] | ||
Stockholder's Deficit (Details) [Line Items] | ||
Common stock, authorized | 100,000,000 | 100,000,000 |
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock shares issued | 2,484,843 | 1,553,616 |
Common stock shares outstanding | 2,484,843 | 1,553,616 |
Common stock subject to possible redemption | 7,870,157 | 8,801,384 |
Common Class B [Member] | ||
Stockholder's Deficit (Details) [Line Items] | ||
Common stock, authorized | 10,000,000 | 10,000,000 |
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock shares issued | 2,500,000 | 2,500,000 |
Common stock shares outstanding | 2,500,000 | 2,500,000 |
Conversion of common stock percentage | 20.00% | 20.00% |
Warrants (Details)
Warrants (Details) - $ / shares | 6 Months Ended | |
Jun. 30, 2021 | Dec. 31, 2020 | |
Warrants (Details) [Line Items] | ||
Warrant of class A common stock | $ 0.01 | $ 0.01 |
Warrants and rights term | 5 years | 5 years |
Business Combination [Member] | ||
Warrants (Details) [Line Items] | ||
Description of business combination issuance price | If the Company (x) issues additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of our initial 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 our board of directors and, in the case of any such issuance to our sponsor or its affiliates, without taking into account any founder shares held by our sponsor or such 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 our initial business combination on the date of the consummation of our initial business combination (net of redemptions), and (z) the volume weighted average trading price of our Class A common stock during the 20 trading day period starting on the trading day prior to the day on which we consummate our initial business combination (such price, the “Market Value”) is below $9.20 per share, then the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the greater of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price described below under “Redemption of warrants” will be adjusted (to the nearest cent) to be equal to 180% of the greater of the Market Value and the Newly Issued Price. | If the Company (x) issues additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of our initial 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 our board of directors and, in the case of any such issuance to our sponsor or its affiliates, without taking into account any founder shares held by our sponsor or such 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 our initial business combination on the date of the consummation of our initial business combination (net of redemptions), and (z) the volume weighted average trading price of our Class A common stock during the 20 trading day period starting on the trading day prior to the day on which we consummate our initial business combination (such price, the “Market Value”) is below $9.20 per share, then the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the greater of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price described below under “Redemption of warrants” will be adjusted (to the nearest cent) to be equal to 180% of the greater of the Market Value and the Newly Issued Price. |
Warrants to purchase common stock | ||
Warrants (Details) [Line Items] | ||
Sale price of per share | $ 18 | $ 18 |
Class A Common Stock [Member] | ||
Warrants (Details) [Line Items] | ||
Warrant of class A common stock | 11.50 | $ 11.50 |
Sale price of per share | $ 10 |
Investment Held in Trust Acco_3
Investment Held in Trust Account (Details) - USD ($) | 6 Months Ended | |
Jun. 30, 2021 | Dec. 31, 2020 | |
Investment Held in Trust Account (Details) [Line Items] | ||
Investments maturity, Description | The Company considers all investments with original maturities of more than three months but less than one year to be short-term investments. | The Company considers all investments with original maturities of more than three months but less than one year to be short-term investments. |
Mutual Funds [Member] | ||
Investment Held in Trust Account (Details) [Line Items] | ||
Investment held in trust account | $ 29,851 | |
US Treasury Securities [Member] | ||
Investment Held in Trust Account (Details) [Line Items] | ||
Investment held in trust account | $ 99,986,310 | $ 99,986,310 |
Investment Held in Trust Acco_4
Investment Held in Trust Account (Details) - Schedule of carrying value, excluding gross unrealized losses and fair value of held to maturity securities | Dec. 31, 2020USD ($) |
Marketable Securities [Line Items] | |
Carrying Value | $ 100,016,161 |
Gross Unrealized Losses | (3,310) |
Fair Value | 100,012,851 |
US Treasury Securities [Member] | |
Marketable Securities [Line Items] | |
Carrying Value | 99,986,310 |
Gross Unrealized Losses | (3,310) |
Fair Value | $ 99,983,000 |
Income Tax (Details)
Income Tax (Details) | Dec. 31, 2020USD ($) |
Income Taxes | |
Net operating loss carryforward | $ 102,284 |
Change in valuation allowance | $ 49,000 |
Income Tax (Details) - Schedule
Income Tax (Details) - Schedule of net deferred tax assets | Dec. 31, 2020USD ($) |
Deferred tax asset | |
Organizational costs/Startup expenses | $ 28,570 |
Federal Net Operating loss | 20,430 |
Total deferred tax asset | 49,000 |
Valuation allowance | $ (49,000) |
Income Tax (Details) - Schedu_2
Income Tax (Details) - Schedule of income tax provision | 6 Months Ended |
Dec. 31, 2020USD ($) | |
Federal | |
Current | |
Deferred | (49,000) |
State | |
Current | |
Deferred | |
Change in valuation allowance | (49,000) |
Income tax provision |
Income Tax (Details) - Schedu_3
Income Tax (Details) - Schedule of effective reconciliation of the federal income tax rate | 6 Months Ended |
Dec. 31, 2020 | |
Schedule of effective reconciliation of the federal income tax rate | |
Income tax benefit at statutory rate, Rate | 21.00% |
State taxes, net of federal tax benefit | 0.00% |
Change in fair value of warrant liabilities | (29.10%) |
Offering expenses | 4.60% |
Change in valuation allowance | 3.50% |
Income tax provision |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - Schedule of fair value on a recurring basis - USD ($) | 6 Months Ended | |
Dec. 31, 2020 | Jun. 30, 2021 | |
Fair Value Measurements (Details) - Schedule of fair value on a recurring basis [Line Items] | ||
Mutual Funds held in Trust Account | $ 29,851 | $ 100,031,414 |
U.S. Treasury Securities held in Trust Account | 99,983,000 | |
Warrant liabilities (Restated) | 6,038,351 | |
Total | 106,051,202 | |
Fair Value, Inputs, Level 1 [Member] | ||
Fair Value Measurements (Details) - Schedule of fair value on a recurring basis [Line Items] | ||
Mutual Funds held in Trust Account | 29,851 | $ 100,031,414 |
U.S. Treasury Securities held in Trust Account | 99,983,000 | |
Warrant liabilities (Restated) | ||
Total | 100,012,851 | |
Fair Value, Inputs, Level 2 [Member] | ||
Fair Value Measurements (Details) - Schedule of fair value on a recurring basis [Line Items] | ||
Mutual Funds held in Trust Account | ||
U.S. Treasury Securities held in Trust Account | ||
Warrant liabilities (Restated) | ||
Total | ||
Fair Value, Inputs, Level 3 [Member] | ||
Fair Value Measurements (Details) - Schedule of fair value on a recurring basis [Line Items] | ||
Mutual Funds held in Trust Account | ||
U.S. Treasury Securities held in Trust Account | ||
Warrant liabilities (Restated) | 6,038,351 | |
Total | $ 6,038,351 |
Fair Value Measurements (Deta_2
Fair Value Measurements (Details) - Schedule of fair value measurements - $ / shares | 1 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | |
Sep. 22, 2020 | Sep. 30, 2020 | Jun. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2020 | |
Fair Value, Concentration of Risk, Financial Statement Captions [Line Items] | |||||
Stock price (in Dollars per share) | $ 9.14 | $ 10.83 | $ 10.17 | $ 10.17 | |
Strike price (in Dollars per share) | $ 11.50 | $ 11.5 | $ 11.50 | $ 11.5 | |
Term (in years) | 5 years 138 days | 5 years 1 month 13 days | 5 years 47 days | 5 years 1 month 17 days | |
Volatility | 24.40% | 36.00% | 24.40% | 24.40% | |
Risk-free rate | 0.32% | 0.74% | 0.38% | 0.38% | |
Dividend yield | 0.00% | 0.00% | 0.00% | 0.00% | |
Intial Measurement [Member] | |||||
Fair Value, Concentration of Risk, Financial Statement Captions [Line Items] | |||||
Stock price (in Dollars per share) | $ 9.26 | ||||
Strike price (in Dollars per share) | $ 11.50 | ||||
Term (in years) | 5 years 153 days | ||||
Volatility | 24.40% | ||||
Risk-free rate | 0.33% | ||||
Dividend yield | 0.00% |
Fair Value Measurements (Deta_3
Fair Value Measurements (Details) - Schedule of value of warrant liabilities - USD ($) | 3 Months Ended | 6 Months Ended | |
Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2021 | |
Public [Member] | |||
Fair Value Measurements (Details) - Schedule of value of warrant liabilities [Line Items] | |||
Fair value as of December 31, 2020 | $ 7,554,852 | $ 5,750,000 | |
Initial measurement on September 18, 2020 | $ 7,770,722 | ||
Change in valuation inputs or other assumptions | (1,804,852) | (215,870) | 8,250,000 |
Fair value as of June 30, 2021 | 5,750,000 | 7,554,852 | 14,000,000 |
Private placement | |||
Fair Value Measurements (Details) - Schedule of value of warrant liabilities [Line Items] | |||
Fair value as of December 31, 2020 | 230,574 | 288,351 | |
Initial measurement on September 18, 2020 | 237,630 | ||
Change in valuation inputs or other assumptions | 52,830 | (7,056) | 177,107 |
Fair value as of June 30, 2021 | 288,351 | 230,574 | 465,458 |
Warrant Liabilities [Member] | |||
Fair Value Measurements (Details) - Schedule of value of warrant liabilities [Line Items] | |||
Fair value as of December 31, 2020 | 7,790,373 | 6,038,351 | |
Initial measurement on September 18, 2020 | 8,008,352 | ||
Change in valuation inputs or other assumptions | (1,752,022) | (217,979) | 8,427,107 |
Fair value as of June 30, 2021 | $ 6,038,351 | $ 7,790,373 | $ 14,465,458 |
CONDENSED BALANCE SHEETS
CONDENSED BALANCE SHEETS | Jun. 30, 2021USD ($) |
Current assets: | |
Cash | $ 383,400 |
Prepaid expenses | 79,381 |
Total current assets | 462,781 |
Prepaid expenses, non-current | 15,397 |
Marketable Securities Held in Trust account | 100,031,414 |
Total assets | 100,509,592 |
Current liabilities: | |
Accounts payable and accrued expenses | 6,364 |
Franchise tax payable | 213,475 |
Total current liabilities | 219,839 |
Warrant Liabilities | 14,465,458 |
Deferred underwriters' discount | 2,122,723 |
Total liabilities | 16,808,020 |
Commitments | |
Redeemable convertible preferred stock (Series A, B, C and D) $0.001 par value, 265,096,962 shares authorized, 265,096,951 shares outstanding as of December 31, 2019, December 31, 2020 and March 31, 2021 (unaudited); liquidation preference of $435,579 as of December 31, 2019, December 31, 2020 and March 31, 2021 (unaudited). | 78,701,570 |
Stockholders' (deficit) equity | |
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding | |
Additional paid-in capital | 12,729,166 |
Accumulated earnings (deficit) | (7,729,664) |
Total stockholders' equity | 5,000,002 |
Total liabilities, redeemable convertible preferred stock and stockholders' (deficit) equity | 100,509,592 |
Class A Common Stock | |
Stockholders' (deficit) equity | |
Common stock value | 250 |
Class B Common Stock | |
Stockholders' (deficit) equity | |
Common stock value | $ 250 |
CONDENSED BALANCE SHEETS (Paren
CONDENSED BALANCE SHEETS (Parentheticals) - $ / shares | Jun. 30, 2021 | Dec. 31, 2020 |
Class A common stock subject to possible redemption shares | 7,870,157 | 8,801,384 |
Preferred stock par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, shares outstanding | 0 | 0 |
Preferred stock, share issued | 0 | 0 |
Class A Common Stock | ||
Class A common stock subject to possible redemption shares | 8,801,384 | |
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock shares issued | 2,484,843 | 1,553,616 |
Common stock shares outstanding | 2,484,843 | 1,553,616 |
Class B Common Stock | ||
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 10,000,000 | 10,000,000 |
Common stock shares issued | 2,500,000 | 2,500,000 |
Common stock shares outstanding | 2,500,000 | 2,500,000 |
CONDENSED STATEMENTS OF OPERATI
CONDENSED STATEMENTS OF OPERATIONS - USD ($) | 3 Months Ended | 6 Months Ended |
Jun. 30, 2021 | Jun. 30, 2021 | |
CONDENSED STATEMENTS OF OPERATIONS | ||
Formation and operating costs | $ 243,668 | $ 737,486 |
Loss from operations | (243,668) | (737,486) |
Other income (loss) | ||
Interest income | 12 | 31 |
Change in fair value of warrant liabilities | 528,317 | (8,427,107) |
Interest income on marketable securities held in Trust account | 1,562 | 15,253 |
Total other income (expenses), net | 529,891 | (8,411,823) |
Net income (loss) | $ 286,223 | $ (9,149,309) |
Weighted average shares outstanding, Class A common stock subject to possible redemption (in Shares) | 286,223 | 8,315,869 |
Weighted average shares outstanding, Non-redeemable common stock (in Shares) | 4,984,843 | 4,539,131 |
CONDENSED STATEMENT OF CHANGES
CONDENSED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY - USD ($) | Class ACommon Stock | Class A | Class BCommon Stock | Class B | Additional Paid-In Capital | Accumulated Earnings (Deficit) | Total |
Balance at the beginning at Jun. 30, 2020 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | ||
Balance (in Shares) at Jun. 30, 2020 | 0 | ||||||
Balance at the beginning at Jun. 30, 2020 | $ 0 | 0 | 0 | 0 | 0 | ||
Balance (in Shares) at Jun. 30, 2020 | 0 | ||||||
Change in Class A common stock subject to possible redemption | $ (880) | (88,012,960) | (88,013,840) | ||||
Change in Class A common stock subject to possible redemption (in Shares) | 8,801,384 | ||||||
Net loss | 1,419,645 | 1,419,645 | |||||
Balance at the end at Dec. 31, 2020 | $ 156 | $ 156 | $ 250 | $ 250 | 3,579,954 | 1,419,645 | 5,000,005 |
Balance (in Shares) at Dec. 31, 2020 | 1,553,616 | 1,553,616 | 2,500,000 | 2,500,000 | |||
Change in deferred underwriter discount | (168,063) | (168,063) | |||||
Change in Class A common stock subject to possible redemption | $ 96 | 9,603,504 | 9,603,600 | ||||
Change in Class A common stock subject to possible redemption (in Shares) | 960,360 | ||||||
Net loss | (9,435,532) | (9,435,532) | |||||
Balance at the end at Mar. 31, 2021 | $ 252 | $ 250 | 13,015,395 | (8,015,887) | 5,000,010 | ||
Balance (in Shares) at Mar. 31, 2021 | 2,513,976 | 2,500,000 | |||||
Change in deferred underwriter discount | 5,099 | 5,099 | |||||
Change in Class A common stock subject to possible redemption | $ (2) | (291,328) | (291,330) | ||||
Change in Class A common stock subject to possible redemption (in Shares) | (29,133) | ||||||
Net loss | 286,223 | 286,223 | |||||
Balance at the end at Jun. 30, 2021 | $ 250 | $ 250 | $ 12,729,166 | $ (7,729,664) | $ 5,000,002 | ||
Balance (in Shares) at Jun. 30, 2021 | 2,484,843 | 2,500,000 |
CONDENSED STATEMENT OF CASH FLO
CONDENSED STATEMENT OF CASH FLOWS | 6 Months Ended |
Jun. 30, 2021USD ($) | |
Cash Flows from Operating Activities: | |
Net loss | $ (9,149,309) |
Adjustments to reconcile net loss to net cash used in operating activities: | |
Change in fair value of warrant liabilities | 8,427,107 |
Income on trust account | (15,253) |
Changes in current assets and current liabilities: | |
Prepaid assets | 54,199 |
Accounts payable | 1,365 |
Franchise tax payable | 100,000 |
Due to related party | (34,334) |
Net cash used in operating activities | (616,225) |
Cash Flows from Financing Activities: | |
Proceeds from issuance of promissory note to related party | 52,627 |
Repayment of promissory note to related party | (147,763) |
Net cash provided by (used in) financing activities | (95,136) |
Net Change in Cash | (711,361) |
Cash - Beginning | 1,094,761 |
Cash - Ending | 383,400 |
Supplemental Disclosure of Non-cash Financing Activities: | |
Change in value of Class A common stock subject to possible redemption | 9,312,270 |
Change in deferred underwriter discount payable charged to additional paid in capital | $ 162,964 |
Organization and Business Ope_3
Organization and Business Operations | 6 Months Ended | |
Jun. 30, 2021 | Dec. 31, 2020 | |
Organization and Description of Business | ||
Organization and Business Operations | Note 1 — Organization and Business Operations Organization and General Alpha Healthcare Acquisition Corp. (the “Company”) was incorporated as a Delaware corporation on July 1, 2020. The Company was incorporated 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 “Business Combination”). The Company has not selected any specific business combination target and the Company has not, nor has anyone on its behalf, initiated any substantive discussions, directly or indirectly, with any business combination target. The Company has selected December 31 as its fiscal year end. On February 17, 2021, the Company entered into a business combination agreement (the “Business Combination Agreement”) by and among the Company, Hunter Merger Sub, Inc., a Delaware corporation (“Merger Sub”), and Humacyte, Inc., a Delaware corporation (“Humacyte”). The Business Combination Agreement provides, among other things, that on the terms and subject to the conditions set forth therein, Merger Sub will merge with and into Humacyte, with Humacyte surviving as a wholly-owned subsidiary of the Company (the “Business Combination”). Upon the closing of the Business Combination (the “Closing”), it is anticipated that the Company will change its name to “Humacyte, Inc.” As of June 30, 2021, the Company had not yet commenced any operations. All activity through June 30, 2021, relates to the Company’s formation and the Initial Public Offering (“IPO”) described below. 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 on cash and cash equivalents from the proceeds derived from the IPO. Financing The registration statement for the Company’s IPO was declared effective on September 17, 2020 (the “Effective Date”). On September 22, 2020, the Company consummated the IPO of 10,000,000 units (the “Units” and, with respect to the shares of Class A common stock included in the Units sold, the “Public Shares”), at $10.00 per Unit, generating gross proceeds of $100,000,000, which is described in Note 3. Simultaneously with the closing of the IPO, the Company consummated the sale of 355,000 Units (the “Private Placement Units”) the Sponsor, Oppenheimer & Co. Inc. (“Oppenheimer”) and Northland Securities, Inc. (“Northland”) at a purchase price of $10.00 per Private Placement Unit, generating gross proceeds to the Company of $3,550,000, which is described in Note 4. Transaction costs amounted to $4,197,388 consisting of $2,000,000 of underwriting fee, $1,959,758 of deferred underwriting fee and $329,713 of other offering costs. Of the total transaction cost $317,023 was expensed as non-operating expenses in that statement of operations with the rest of the offering cost charged to stockholders’ equity. The transaction costs were allocated based on the relative fair value basis, compared to the total offering proceeds, between the fair value of the public warrant liabilities and the Class A common stock. Trust Account Following the closing of the IPO on September 22, 2020, an amount of $100,000,000 from the net proceeds of the sale of the Units in the IPO and the sale of the Private Placement Units was placed in a trust account (“Trust Account”) which will be invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of 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 meeting the conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company. Except with respect to interest earned on the funds held in the trust account that may be released to the Company to pay its tax obligations, the proceeds from the IPO and the sale of the private placement units will not be released from the trust account until the earliest of (a) the completion of the Company’s initial business combination, (b) the redemption of any public shares properly submitted in connection with a stockholder vote to amend the Company’s amended and restated certificate of incorporation, and (c) the redemption of the Company’s public shares if the Company is unable to complete the initial business combination within 24 months from the closing of the IPO, subject to applicable law. The proceeds deposited in the trust account could become subject to the claims of the Company’s creditors, if any, which could have priority over the claims of the Company’s public stockholders. Initial Business Combination The Company’s management has broad discretion with respect to the specific application of the net proceeds of the IPO, although substantially all of the net proceeds are intended to be generally applied toward consummating a business combination. The Company’s business combination must be with one or more target businesses that together have a fair market value equal to at least 80% of the balance in the Trust Account (as defined below) (net of taxes payable) at the time of the signing an agreement to enter into a business combination. However, the Company will only complete a business combination if the post-business combination company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. There is no assurance that the Company will be able to successfully effect a business combination. The Company will provide its public stockholders with the opportunity to redeem all or a portion of their public shares upon the completion of the initial business combination either (i) in connection with a stockholder meeting called to approve the initial business combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a proposed initial business combination or conduct a tender offer will be made by the Company, solely in its discretion. The stockholders will be entitled to redeem their shares for a pro rata portion of the amount then on deposit in the Trust Account (initially $10.00 per share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations). The shares of common stock subject to redemption is recorded at a redemption value and classified as temporary equity upon the completion of the IPO, in accordance with Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” In such case, the Company will proceed with a business combination if the Company has net tangible assets of at least $5,000,001 either immediately prior to or upon consummation of a business combination and, if the Company seeks stockholder approval, a majority of the issued and outstanding shares voted are voted in favor of the business combination. The Company will have 24 months from the closing of the IPO (with the ability to extend with stockholder approval) to consummate a business combination (the “Combination Period”). However, if the Company is unable to complete a business combination within the Combination Period, the Company will redeem 100% of the outstanding public shares for a pro rata portion of the funds held in the Trust Account, equal to the aggregate amount then on deposit in the trust account including interest earned on the funds held in the trust account and not previously released to the Company, divided by the number of then outstanding public shares, subject to applicable law and as further described in the registration statement, and then seek to dissolve and liquidate. The Company’s sponsor, officers and directors have agreed to (i) waive their redemption rights with respect to their founder shares, private placement shares and public shares in connection with the completion of the initial business combination, (ii) waive their redemption rights with respect to their founder shares and public shares in connection with a stockholder vote to approve an amendment to the Company’s amended and restated certificate of incorporation, and (iii) waive their rights to liquidating distributions from the trust account with respect to their founder shares and private placement shares if the Company fails to complete the initial business combination within the Combination Period. The Company’s sponsor has agreed that it will 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 entered into a written letter of intent, confidentiality or similar agreement or business combination 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 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 the monies held in the trust account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of the underwriters of the IPO against certain liabilities, including liabilities under the Securities Act. However, the Company has not asked its sponsor to reserve for such indemnification obligations, nor has the Company independently verified whether its sponsor has sufficient funds to satisfy its indemnity obligations and believe that the Company’s sponsor’s only assets are securities of the Company. Therefore, the Company cannot assure that its sponsor would be able to satisfy those obligations. Proposed Business Combination with Humacyte Business Combination Agreement If the Business Combination Agreement is approved and adopted and the business combination is subsequently completed, Merger Sub will merge with and into Humacyte, with Humacyte as the surviving company in the merger and, after giving effect to such merger, Humacyte shall be a wholly owned subsidiary of AHAC. Under the terms of the Business Combination Agreement, at the effective time of the Business Combination (the “Effective Time”), (i) each outstanding share of Humacyte common stock will be cancelled and converted into the right to receive a number of shares of common stock of New Humacyte (the “New Humacyte common stock”) equal to the Exchange Ratio (as defined in this proxy statement/prospectus); (ii) each outstanding share of Humacyte preferred stock will be cancelled and converted into the right to receive a number of shares of New Humacyte common stock equal to (A) the aggregate number of shares of Humacyte common stock that would be issued upon conversion of the shares of Humacyte preferred stock based on the applicable conversion ratio immediately prior to the Effective Time, multiplied by (B) the Exchange Ratio; and (iii) each outstanding Humacyte option or warrant will be converted into an option or warrant, as applicable, to purchase a number of shares of New Humacyte common stock equal to (A) the number of shares of Humacyte common stock subject to such option or warrant multiplied by (B) the Exchange Ratio at an exercise price per share equal to the current exercise price per share for such option or warrant divided by the Exchange Ratio; in each case, rounded down to the nearest whole share. Holders of shares of Humacyte common stock and Humacyte preferred stock also will be eligible to receive up to an aggregate of 15,000,000 shares of New Humacyte common stock based on the share price performance of the New Humacyte common stock. The Exchange Ratio is approximately 0.26260. Sponsor Support Agreement In connection with the execution of the Business Combination Agreement, Sponsor and the other holders (the “Company Supporting Stockholders”) of the Class B Common Stock entered into a support agreement with AHAC and Humacyte (the “Sponsor Support Agreement”). Under the Sponsor Support Agreement, each Company Supporting Stockholder agreed to vote, at any meeting of the stockholders of AHAC and in any action by written consent of the stockholders of AHAC, all of such Company Supporting Stockholder’s Class A Common Stock and Class B Common Stock (i) in favor of (a) the Business Combination Agreement and the transactions contemplated thereby and (b) the other proposals that AHAC and Humacyte agreed in the Business Combination Agreement shall be submitted at such meeting for approval by AHAC’s stockholders together with the proposal to obtain the Company Stockholder Approval (the “Required Transaction Proposals”) and (ii) against any proposal that conflicts or materially impedes or interferes with any Required Transaction Proposals or that would adversely affect or delay the Business Combination. The Sponsor Support Agreement also prohibits each Company Supporting Stockholder from, among other things and subject to certain exceptions, selling, assigning or transferring any Class A Common Stock or Class B Common Stock held by such Company Supporting Stockholder or taking any action that would have the effect of preventing or materially delaying such Company Supporting Stockholder from performing his, her or its obligations under the Sponsor Support Agreement. In addition, in the Sponsor Support Agreement, each Company Supporting Stockholder agreed to waive, and not to assert or perfect, among other things, any rights to adjustment or other anti-dilution protections with respect to the rate at which the shares of Class B Common Stock held by the Company Supporting Stockholders convert into shares of Class A Common Stock in connection with the transactions contemplated by the Business Combination Agreement. Humacyte Support Agreement In connection with the execution of the Business Combination Agreement, certain Humacyte stockholders (the “Humacyte Supporting Stockholders”) entered into a support agreement with AHAC (the “Humacyte Support Agreement”). Under the Humacyte Support Agreement, each Humacyte Supporting Stockholder agreed, within two business days following the date that AHAC delivers the proxy statement/prospectus to AHAC’s stockholders (following the date that the proxy statement/prospectus becomes effective), to execute and deliver a written consent with respect to all outstanding shares of Humacyte common stock and preferred stock held by such Humacyte Supporting Stockholder (the “Subject Humacyte Shares”) approving the Business Combination Agreement and the transactions contemplated thereby. In addition to the foregoing, each Humacyte Supporting Stockholder agreed that, at any meeting of the holders of Humacyte capital stock, each such Humacyte Supporting Stockholder will appear at the meeting, in person or by proxy, and cause its Subject Humacyte Shares to be voted (i) to approve and adopt the Business Combination Agreement, the transactions contemplated thereby, and any other matters necessary or reasonably requested by Humacyte for consummation of the Business Combination; and (ii) against any proposal that conflicts or materially impedes or interferes with, or would adversely affect or delay, the consummation of the transactions contemplated by the Business Combination Agreement. The Humacyte Support Agreement also prohibits the Humacyte Supporting Stockholders from, among other things, (i) transferring any of the Subject Humacyte Shares; (ii) entering into (a) any option, commitment or other arrangement that would require the Humacyte Support Stockholders to transfer the Subject Humacyte Shares, or (b) any voting trust, proxy or other contract with respect to the voting or transfer of the Subject Humacyte Shares; or (iii) taking any action in furtherance of the foregoing. In addition, under the Humacyte Support Agreement, each Humacyte Supporting Stockholder agreed (i) not to exercise any rights of appraisal or dissenter’s rights relating to the Business Combination Agreement and the transactions contemplated thereby; and (ii) to irrevocably waive, on behalf of itself and each other holder of Humacyte preferred stock, any right to certain payments upon liquidation of Humacyte pursuant to its certificate of incorporation. PIPE Subscription Agreements In connection with the Business Combination, the Company entered into subscription agreements with certain investors (the “Subscription Agreements”), pursuant to which, among other things, certain investors (the “PIPE Investors”) have subscribed to purchase an aggregate of 17,500,000 shares of Class A Common Stock (together, the “PIPE Investment”) for a purchase price of $10.00 per share, or an aggregate purchase price of $175,000,000, which shares are to be issued at the Closing. The obligations of each party to consummate the PIPE Investment are conditioned upon, among other things, customary closing conditions and the consummation of the transactions contemplated by the Business Combination Agreement. The closing of the PIPE Investment will occur on the date of and immediately prior to the consummation of the Business Combination and is conditioned thereon and on other customary closing conditions. The Class A Common Stock to be issued pursuant to the Subscription Agreements has not been registered under the Securities Act, and will be issued in reliance upon the exemption provided under Section 4(a)(2) of the Securities Act and Regulation D promulgated thereunder. The Subscription Agreements will terminate and be void and of no further force or effect upon the earliest to occur of: (a) such date and time as the Business Combination Agreement is terminated in accordance with its terms, (b) the mutual written consent of each of the parties to each such Subscription Agreement, (c) AHAC’s notification to the PIPE Investors in writing that it has abandoned its plans to move forward with the Business Combination and/or has terminated a PIPE Investor’s obligations, (d) the conditions to closing set forth in the Subscription Agreement not having been satisfied or waived on or prior to the date of the Closing and, as a result thereof, the transactions contemplated by the Subscription Agreement are not consummated at the Closing, or (e) the Termination Date, if the Closing has not occurred on or prior to such date. Investor Rights and Lock-up Agreement At the Effective Time, AHAC and certain of the Humacyte stockholders and AHAC stockholders will enter into the Investor Rights and Lock-up Agreement, pursuant to which, among other things, (a) such stockholders (i) will agree not to effect any sale or distribution of any shares held by any of them during the one-year lock-up period described therein, (ii) will be granted certain registration rights with respect to certain shares of securities held by them, and (iii) provides for certain provisions related to the New Humacyte Board, in each case, on the terms and subject to the conditions therein. Pursuant to the Investor Rights and Lock-up Agreement, the Sponsor and Messrs. Carlson, Robertson, Springer and Xie, directors of AHAC, will have the right to designate, and the New Humacyte Board will nominate, one individual for election to the New Humacyte Board for so long as the designating stockholders collectively own at least 5.0% of New Humacyte common stock. If the volume weighted average price (“VWAP”) of New Humacyte common stock on Nasdaq, or any other national securities exchange on which New Humacyte common stock is then traded, is greater than or equal to $15.00 over any 20 trading days within any 30 trading day period following the Closing, then, commencing at least 180 days after the Closing, the lock-up period shall be deemed to have expired with respect to 50% of the shares of New Humacyte common stock held by each party subject to the Investor Rights and Lock-up Agreement. The lock-up period shall not apply to any shares purchased in the PIPE Investment by parties to the Investor Rights and Lock-up Agreement. Lock-up Agreement At the Effective Time, certain Humacyte stockholders who do not enter into the Investor Rights and Lock-up Agreement will enter into a lock-up agreement (the “Lock-up Agreement”) restricting their ability to transfer. The Lock-up Agreement has substantially the same terms as the Investor Rights and Lock-up Agreement, described above in “— Investor Rights and Lock-up Agreement The above description of the proposed Business Combination should be read in conjunction with the disclosures contained in the Form S-4 originally filed by the Company with the SEC on March 23, 2021 and declared effective by the SEC on August 4, 2021. Liquidity As of June 30, 2021, the Company had cash outside the Trust Account of $383,400 available for working capital needs. All remaining cash held in the Trust Account are generally unavailable for the Company’s use, prior to an initial business combination, and is restricted for use either in a Business Combination or to redeem common stock. As of June 30, 2021 and December 31, 2020, none of the amount in the Trust Account was available to be withdrawn as described above. Through June 30, 2021, the Company’s liquidity needs were satisfied through receipt of $25,000 from the sale of the founder shares, advances from the Sponsor in an aggregate amount of $147,763 and the remaining net proceeds from the IPO and the sale of Private Placement Units. The Company anticipates that the $383,400 outside of the Trust Account as of June 30, 2021, will be sufficient to allow the Company to operate for at least the next 12 months from the issuance of the financial statements, assuming that a Business Combination is not consummated during that time. Until consummation of its Business Combination, the Company will be using the funds not held in the Trust Account, and any additional Working Capital Loans (as defined in Note 5) from the initial stockholders, the Company’s officers and directors, or their respective affiliates (which is described in Note 5), for identifying and evaluating prospective acquisition candidates, performing business due diligence on prospective target businesses, traveling to and from the offices, plants or similar locations of prospective target businesses, reviewing corporate documents and material agreements of prospective target businesses, selecting the target business to acquire and structuring, negotiating and consummating the Business Combination. The Company does not believe it will need to raise additional funds in order to meet the expenditures required for operating its business. However, if the Company’s estimates of the costs of undertaking in-depth due diligence and negotiating business combination is less than the actual amount necessary to do so, the Company may have insufficient funds available to operate its business prior to the business combination. Moreover, the Company will need to raise additional capital through loans from its Sponsor, officers, directors, or third parties. None of the Sponsor, officers or directors are under any obligation to advance funds to, or to invest in, the Company. If the Company is unable to raise additional capital, it may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit of its business plan, and reducing overhead expenses. The Company cannot provide any assurance that new financing will be available to it on commercially acceptable terms, if at all. Risks and Uncertainties On January 30, 2020, the World Health Organization (“WHO”) announced a global health emergency because of a new strain of coronavirus (the “COVID-19 outbreak”). In March 2020, the WHO classified the COVID-19 outbreak as a pandemic, based on the rapid increase in exposure globally. The full impact of the COVID-19 outbreak continues to evolve. The impact of the COVID-19 outbreak on the Company’s financial position will depend on future developments, including the duration and spread of the outbreak and related advisories and restrictions. These developments and the impact of the COVID-19 outbreak on the financial markets and the overall economy are highly uncertain and cannot be predicted. If the financial markets and/or the overall economy are impacted for an extended period, the Company’s financial position may be materially adversely affected. Additionally, the Company’s ability to complete an initial business combination may be materially adversely affected due to significant governmental measures being implemented to contain the COVID-19 outbreak or treat its impact, including travel restrictions, the shutdown of businesses and quarantines, among others, which may limit the Company’s ability to have meetings with potential investors or affect the ability of a potential target company’s personnel, vendors and service providers to negotiate and consummate an initial business combination in a timely manner. The Company’s ability to consummate an initial business combination may also be dependent on the ability to raise additional equity and debt financing, which may be impacted by the COVID-19 outbreak and the resulting market downturn. | Note 1 — Organization and Business Operations Organization and General Alpha Healthcare Acquisition Corp. (the “Company”) was incorporated as a Delaware corporation on July 1, 2020. The Company was incorporated 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 “Business Combination”). The Company has not selected any specific business combination target and the Company has not, nor has anyone on its behalf, initiated any substantive discussions, directly or indirectly, with any business combination target. The Company has selected December 31 as its fiscal year end. As of December 31, 2020, the Company had not yet commenced any operations. All activity through December 31, 2020, relates to the Company’s formation and the Initial Public Offering (“IPO”) described below. 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 on cash and cash equivalents from the proceeds derived from the IPO. Financing The registration statement for the Company’s IPO was declared effective on September 17, 2020 (the “Effective Date”). On September 22, 2020, the Company consummated the IPO of 10,000,000 units (the “Units” and, with respect to the shares of Class A common stock included in the Units sold, the “Public Shares”), at $10.00 per Unit, generating gross proceeds of $100,000,000, which is described in Note 4. Simultaneously with the closing of the IPO, the Company consummated the sale of 355,000 Units (the “Private Placement Units”) the Sponsor, Oppenheimer & Co. Inc. (“Oppenheimer”) and Northland Securities, Inc. (“Northland”) at a purchase price of $10.00 per Private Placement Unit, generating gross proceeds to the Company of $3,550,000, which is described in Note 5. Transaction costs amounted to $4,197,388 consisting of $2,000,000 of underwriting fee, $1,959,758 of deferred underwriting fee and $329,713 of other offering costs. Of the total transaction cost $317,023 was expensed as non-operating expenses in that statement of operations with the rest of the offering cost charged to stockholders’ equity. The transaction costs were allocated based on the relative fair value basis, compared to the total offering proceeds, between the fair value of the public warrant liabilities and the Class A common stock. Trust Account Following the closing of the IPO on September 22, 2020, an amount of $100,000,000 from the net proceeds of the sale of the Units in the IPO and the sale of the Private Placement Units was placed in a trust account (“Trust Account”) which will be invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of 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 meeting the conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company. Except with respect to interest earned on the funds held in the trust account that may be released to the Company to pay its tax obligations, the proceeds from the IPO and the sale of the private placement units will not be released from the trust account until the earliest of (a) the completion of the Company’s initial business combination, (b) the redemption of any public shares properly submitted in connection with a stockholder vote to amend the Company’s amended and restated certificate of incorporation, and (c) the redemption of the Company’s public shares if the Company is unable to complete the initial business combination within 24 months from the closing of the IPO, subject to applicable law. The proceeds deposited in the trust account could become subject to the claims of the Company’s creditors, if any, which could have priority over the claims of the Company’s public stockholders. Initial Business Combination The Company’s management has broad discretion with respect to the specific application of the net proceeds of the IPO, although substantially all of the net proceeds are intended to be generally applied toward consummating a business combination. Note 1 — Organization and Business Operations (continued) The Company’s business combination must be with one or more target businesses that together have a fair market value equal to at least 80% of the balance in the Trust Account (as defined below) (net of taxes payable) at the time of the signing an agreement to enter into a business combination. However, the Company will only complete a business combination if the post-business combination company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. There is no assurance that the Company will be able to successfully effect a business combination. The Company will provide its public stockholders with the opportunity to redeem all or a portion of their public shares upon the completion of the initial business combination either (i) in connection with a stockholder meeting called to approve the initial business combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a proposed initial business combination or conduct a tender offer will be made by the Company, solely in its discretion. The stockholders will be entitled to redeem their shares for a pro rata portion of the amount then on deposit in the Trust Account (initially $10.00 per share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations). The shares of common stock subject to redemption is recorded at a redemption value and classified as temporary equity upon the completion of the IPO, in accordance with Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” In such case, the Company will proceed with a business combination if the Company has net tangible assets of at least $5,000,001 either immediately prior to or upon consummation of a business combination and, if the Company seeks stockholder approval, a majority of the issued and outstanding shares voted are voted in favor of the business combination. The Company will have 24 months from the closing of the IPO (with the ability to extend with stockholder approval) to consummate a business combination (the “Combination Period”). However, if the Company is unable to complete a business combination within the Combination Period, the Company will redeem 100% of the outstanding public shares for a pro rata portion of the funds held in the Trust Account, equal to the aggregate amount then on deposit in the trust account including interest earned on the funds held in the trust account and not previously released to the Company, divided by the number of then outstanding public shares, subject to applicable law and as further described in the registration statement, and then seek to dissolve and liquidate. The Company’s sponsor, officers and directors have agreed to (i) waive their redemption rights with respect to their founder shares, private placement shares and public shares in connection with the completion of the initial business combination, (ii) waive their redemption rights with respect to their founder shares and public shares in connection with a stockholder vote to approve an amendment to the Company’s amended and restated certificate of incorporation, and (iii) waive their rights to liquidating distributions from the trust account with respect to their founder shares and private placement shares if the Company fails to complete the initial business combination within the Combination Period. The Company’s sponsor has agreed that it will 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 entered into a written letter of intent, confidentiality or similar agreement or business combination 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 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 the monies held in the trust account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of the underwriters of the IPO against certain liabilities, including liabilities under the Securities Act. However, the Company has not asked its sponsor to reserve for such indemnification obligations, nor has the Company independently verified whether its sponsor has sufficient funds to satisfy its indemnity obligations and believe that the Company’s sponsor’s only assets are securities of the Company. Therefore, the Company cannot assure that its sponsor would be able to satisfy those obligations. Note 1 — Organization and Business Operations (continued) Liquidity As of December 31, 2020, the Company had cash outside the Trust Account of $1,094,761 available for working capital needs. All remaining cash held in the Trust Account are generally unavailable for the Company’s use, prior to an initial business combination, and is restricted for use either in a Business Combination or to redeem common stock. As of December 31, 2020, none of the amount in the Trust Account was available to be withdrawn as described above. Through December 31, 2020, the Company’s liquidity needs were satisfied through receipt of $25,000 from the sale of the founder shares, advances from the Sponsor in an aggregate amount of $95,136 and the remaining net proceeds from the IPO and the sale of Private Placement Units. The Company anticipates that the $1,094,761 outside of the Trust Account as of December 31, 2020, will be sufficient to allow the Company to operate for at least the next 12 months from the issuance of the financial statements, assuming that a Business Combination is not consummated during that time. Until consummation of its Business Combination, the Company will be using the funds not held in the Trust Account, and any additional Working Capital Loans (as defined in Note 6) from the initial stockholders, the Company’s officers and directors, or their respective affiliates (which is described in Note 6), for identifying and evaluating prospective acquisition candidates, performing business due diligence on prospective target businesses, traveling to and from the offices, plants or similar locations of prospective target businesses, reviewing corporate documents and material agreements of prospective target businesses, selecting the target business to acquire and structuring, negotiating and consummating the Business Combination. The Company does not believe it will need to raise additional funds in order to meet the expenditures required for operating its business. However, if the Company’s estimates of the costs of undertaking in-depth due diligence and negotiating business combination is less than the actual amount necessary to do so, the Company may have insufficient funds available to operate its business prior to the business combination. Moreover, the Company will need to raise additional capital through loans from its Sponsor, officers, directors, or third parties. None of the Sponsor, officers or directors are under any obligation to advance funds to, or to invest in, the Company. If the Company is unable to raise additional capital, it may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit of its business plan, and reducing overhead expenses. The Company cannot provide any assurance that new financing will be available to it on commercially acceptable terms, if at all. Risks and Uncertainties On January 30, 2020, the World Health Organization (“WHO”) announced a global health emergency because of a new strain of coronavirus (the “COVID-19 outbreak”). In March 2020, the WHO classified the COVID-19 outbreak as a pandemic, based on the rapid increase in exposure globally. The full impact of the COVID-19 outbreak continues to evolve. The impact of the COVID-19 outbreak on the Company’s financial position will depend on future developments, including the duration and spread of the outbreak and related advisories and restrictions. These developments and the impact of the COVID-19 outbreak on the financial markets and the overall economy are highly uncertain and cannot be predicted. If the financial markets and/or the overall economy are impacted for an extended period, the Company’s financial position may be materially adversely affected. Additionally, the Company’s ability to complete an initial business combination may be materially adversely affected due to significant governmental measures being implemented to contain the COVID-19 outbreak or treat its impact, including travel restrictions, the shutdown of businesses and quarantines, among others, which may limit the Company’s ability to have meetings with potential investors or affect the ability of a potential target company’s personnel, vendors and service providers to negotiate and consummate an initial business combination in a timely manner. The Company’s ability to consummate an initial business combination may also be dependent on the ability to raise additional equity and debt financing, which may be impacted by the COVID-19 outbreak and the resulting market downturn. |
Significant Accounting Polici_6
Significant Accounting Policies | 6 Months Ended | |
Jun. 30, 2021 | Dec. 31, 2020 | |
Summary of Significant Accounting Policies | ||
Significant Accounting Policies | Note 2 — Significant Accounting Policies Basis of Presentation The accompanying unaudited condensed 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 Article 8 of Regulation S-X of the U.S. Securities and Exchange Commission (“SEC”). Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed 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 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 financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K/A filed with the SEC on May 14, 2021, as well as the Company’s Current Reports on Form 8-K. The interim results for the six months ended June 30, 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 Status The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended, (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 auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, 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 US 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 expenses during the reporting period. Actual results could differ 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. Marketable Securities Held in Trust Account At June 30, 2021, the Trust Account had $100,031,414 held in marketable securities. During period January 1, 2021 to June 30, 2021, the Company did not withdraw any of interest income from the Trust Account to pay its tax obligations. 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. At June 30, 2021 and December 31, 2020, the Company has not experienced losses on this account. 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 ASC Topic 480 “Distinguishing Liabilities from Equity.” Class A common stock subject to mandatory redemption (if any) are classified as a liability instrument and are measured at fair value. Conditionally redeemable common stock (including common stock that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, common stock are classified as stockholders’ equity. The Company’s common stock feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, as of June 30, 2021, 7,870,157 shares of Class A common stock subject to possible redemption are presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheet. Net Loss per Common Stock Net loss per common share is computed by dividing net loss by the weighted average number of common shares outstanding for the period. The Company applies the two-class method in calculating earnings per share. Shares of common stock subject to possible redemption at June 30, 2021, which are not currently redeemable and are not redeemable at fair value, have been excluded from the calculation of basic net loss per common share since such shares, if redeemed, only participate in their pro rata share of the Trust Account earnings. The Company has not considered the effect of warrants sold in the Initial Public Offering and the private placement to purchase an aggregate 5,177,500 shares of common stock in the calculation of diluted loss per share, since the exercise of the warrants into shares of common stock is contingent upon the occurrence of future events. As a result, diluted net loss per common share is the same as basic net loss per common share for the period presented. Below is a reconciliation of the net income per common share: For the For the three months six months ended ended, June 30, June 30, 2021 2021 Numerator Earnings allocable to Class A common stock Interest income on Trust account $ 1,187 $ 11,592 Class A common stock net earnings $ 1,187 $ 11,592 Denominator: Weighted average Class A shares Class A Common stock, basic and diluted 7,841,024 8,315,869 Earnings/basic and diluted per share Class A common stock $ 0.00 $ 0.00 Numerator: Net income (loss) minus Earnings allocable to Class A common stock Net income (loss) $ 286,223 $ (9,149,309) Less : Earnings allocable to Class A common stock (1,187) (11,592) Class B net income (loss) $ 285,036 $ (9,160,901) Denominator: weighted average Class B common stock Class B common stock, basic and diluted 4,984,843 4,539,131 Income/Basic and diluted per share Class B common stock $ 0.06 $ (2.02) Offering Costs The Company complies with the requirements of the ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A - “Expenses of Offering”. Offering costs consist principally of professional and registration fees incurred through the balance sheet date that are related to the Public Offering and that were charged to stockholders’ equity upon the completion of the IPO. Accordingly, on September 22, 2020, offering costs totaling $4,289,471 have been charged to stockholders’ equity (consisting of $2,000,000 of underwriting fee, $1,959,758 of deferred underwriting fee and $329,713 of other offering costs). Of the total transaction cost $317,023 was expensed as non-operating expenses in that statement of operations with the rest of the offering cost charged to stockholders’ equity. The transaction costs were allocated based on the relative fair value basis, compared to the total offering proceeds, between the fair value of the public warrant liabilities and the Class A common stock. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the Financial Accounting Standards Board (“FASB”) ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheet. Derivative warrant liabilities The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and ASC 815-15. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. The Company accounts for its 5,177,500 common stock warrants issued in connection with its Initial Public Offering (5,000,000) and Private Placement (152,500) as derivative warrant liabilities in accordance with ASC 815-40. Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjusts the instruments to fair value at each reporting period. The liabilities are subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in the Company’s statement of operations. The fair value of warrants issued by the Company in connection with the Public Offering and Private Placement has been estimated using Monte-Carlo simulations at each measurement date. Income Taxes The Company accounts for income taxes under ASC 740 Income Taxes (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position 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. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition. 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 June 30, 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 has identified the United States as its only “major” tax jurisdiction. The Company may be subject to potential examination by federal and state taxing authorities in the areas of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. Recent Accounting Standards Management does not believe that any recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements. | Note 3 — Significant Accounting Policies Basis of Presentation The accompanying financial statements of the Company is presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”). In the opinion of management, all adjustments (consisting of normal recurring adjustments) have been made that are necessary to present fairly the financial position, and the results of its operations and its cash flows. Emerging Growth Company Status The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended, (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 auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, 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 US 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 expenses during the reporting period. Actual results could differ 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. Marketable Securities Held in Trust Account At December 31, 2020, the assets held in the Trust Account were substantially held in U.S. Treasury Bills. During period July 1, 2020 (Inception) to December 31, 2020, the Company did not withdraw any of interest income from the Trust Account to pay its tax obligations. Note 3 — Significant Accounting Policies (continued) The Company classifies its United States Treasury securities as held-to-maturity in accordance with Financial Accounting Standards Board (FASB) ASC Topic 320 “Investments - Debt and Equity Securities.” Held-to-maturity securities are those securities which the Company has the ability and intent to hold until maturity. Held-to-maturity treasury securities are recorded at amortized cost and adjusted for the amortization or accretion of premiums or discounts. A decline in the market value of held-to-maturity securities below cost that is deemed to be other than temporary, results in an impairment that reduces the carrying costs to such securities’ fair value. The impairment is charged to earnings and a new cost basis for the security is established. To determine whether an impairment is other than temporary, the Company considers whether it has the ability and intent to hold the investment until a market price recovery and considers whether evidence indicating the cost of the investment is recoverable outweighs evidence to the contrary. Evidence considered in this assessment includes the reasons for the impairment, the severity and the duration of the impairment, changes in value subsequent to year-end, forecasted performance of the investee, and the general market condition in the geographic area or industry the investee operates in. Premiums and discounts are amortized or accreted over the life of the related held-to-maturity security as an adjustment to yield using the effective-interest method. Such amortization and accretion is included in the “interest income” line item in the statements of operations. Interest income is recognized when earned. 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. At December 31, 2020, the Company has not experienced losses on this account. 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 ASC Topic 480 “Distinguishing Liabilities from Equity.” Class A common stock subject to mandatory redemption (if any) are classified as a liability instrument and are measured at fair value. Conditionally redeemable common stock (including common stock that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, common stock are classified as stockholders’ equity. The Company’s common stock feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, as of December 31, 2020, 8,801,384 shares of Class A common stock subject to possible redemption are presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheet. Net Loss per Common Stock Net loss per common share is computed by dividing net loss by the weighted average number of common shares outstanding for the period. The Company applies the two-class method in calculating earnings per share. Shares of common stock subject to possible redemption at December 31, 2020, which are not currently redeemable and are not redeemable at fair value, have been excluded from the calculation of basic net loss per common share since such shares, if redeemed, only participate in their pro rata share of the Trust Account earnings. The Company has not considered the effect of warrants sold in the Initial Public Offering and the private placement to purchase an aggregate 5,177,500 shares of common stock in the calculation of diluted loss per share, since the exercise of the warrants into shares of common stock is contingent upon the occurrence of future events. As a result, diluted net loss per common share is the same as basic net loss per common share for the period presented. Note 3 — Significant Accounting Policies (continued) Below is a reconciliation of the net income per common share: For the period From July 1, 2020 (Inception) through December 31, 2020 Numerator Earnings allocable to Class A common stock subject to possible redemption Interest income on Trust account $ 16,161 Class A common stock subject to possible redemption net earnings $ 16,161 Denominator: Weighted average Class A shares subject to possible redemption Class A Common stock subject to possible redemption, basic and diluted 6,338,515 Earnings/basic and diluted per share Class A common stock subject to possible redemption $ 0.00 Numerator: Net income minus Earnings allocable to Class A common stock subject to possible redemption Net income (loss) $ 1,419,645 Less: Earnings allocable to Class A common stock subject to possible redemption 16,161 Non-redeemable ordinary shares net income $ 1,403,484 Denominator: weighted average Non-redeemable ordinary shares Non-redeemable ordinary shares, basic and diluted 2,500,000 Income/Basic and diluted per share Non-redeemable ordinary shares $ 0.56 Offering Costs The Company complies with the requirements of the ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A — “Expenses of Offering”. Offering costs consist principally of professional and registration fees incurred through the balance sheet date that are related to the Public Offering and that were charged to stockholders’ equity upon the completion of the IPO. Accordingly, on December 31, 2020, offering costs totaling $4,289,471 have been charged to stockholders’ equity (consisting of $2,000,000 of underwriting fee, $1,959,758 of deferred underwriting fee and $329,713 of other offering costs). Of the total transaction cost $317,023 was expensed as non-operating expenses in that statement of operations with the rest of the offering cost charged to stockholders’ equity. The transaction costs were allocated based on the relative fair value basis, compared to the total offering proceeds, between the fair value of the public warrant liabilities and the Class A common stock. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the Financial Accounting Standards Board (“FASB”) ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheet. Derivative warrant liabilities The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and ASC 815-15. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. Note 3 — Significant Accounting Policies (continued) The Company accounts for its 5,152,500 common stock warrants issued in connection with its Initial Public Offering (5,000,000) and Private Placement (152,500) as derivative warrant liabilities in accordance with ASC 815-40. Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjusts the instruments to fair value at each reporting period. The liabilities are subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in the Company’s statement of operations. The fair value of warrants issued by the Company in connection with the Public Offering and Private Placement has been estimated using Monte-Carlo simulations at each measurement date. Income Taxes The Company accounts for income taxes under ASC 740 Income Taxes (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position 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. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition. 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 has identified the United States as its only “major” tax jurisdiction. The Company may be subject to potential examination by federal and state taxing authorities in the areas of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. Recent Accounting Standards Management does not believe that any recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements. |
Initial Public Offering_2
Initial Public Offering | 6 Months Ended | |
Jun. 30, 2021 | Dec. 31, 2020 | |
Initial Public Offering | ||
Initial Public Offering | Note 3 — Initial Public Offering Pursuant to the IPO on September 22, 2020, the Company sold 10,000,000 Units, at a purchase price of $10.00 per Unit. Each unit that the Company is offering has a price of $10.00 and consists of one share of Class A common stock and one-half of one redeemable warrant. Only whole warrants are exercisable. Each whole warrant entitles the holder to purchase one share of Class A common stock at a price of $11.50 per share (see Note 8). | Note 4 — Initial Public Offering Pursuant to the IPO on September 22, 2020, the Company sold 10,000,000 Units, at a purchase price of $10.00 per Unit. Each unit that the Company is offering has a price of $10.00 and consists of one share of Class A common stock and one-half of one redeemable warrant. Only whole warrants are exercisable. Each whole warrant entitles the holder to purchase one share of Class A common stock at a price of $11.50 per share (see Note 9). |
Private Placement_2
Private Placement | 6 Months Ended | |
Jun. 30, 2021 | Dec. 31, 2020 | |
Private Placement | ||
Private Placement | Note 4 — Private Placement Simultaneously with the closing of the IPO, the Company consummated the Private Placement with the Company’s Sponsor, AHAC Sponsor LLC, Oppenheimer, the representative of the underwriters, who is referred to as the representative, and Northland purchased an aggregate of 355,000 placement units at a price of $10.00 per unit, for an aggregate purchase price of $3,550,000. Each placement unit is identical to the units sold in the IPO. The private placement warrants will be non-redeemable and exercisable on a cashless basis so long as they are held by the sponsor, the representative, Northland or their permitted transferees. If the private placement warrants are held by holders other than the sponsor, the representative, Northland or their permitted transferees, the private placement warrants will be redeemable by the Company and exercisable by the holders on the same basis as the warrants included in the units being sold in the IPO. In addition, for as long as the private placement warrants are held by the representative, Northland or their designees or affiliates, they may not be exercised after five years from the effective date of the registration statement. The Company’s sponsor, the representative and Northland have agreed to (i) waive their redemption rights with respect to their private placement shares in connection with the completion of the Company’s initial business combination, (ii) waive their redemption rights with respect to their private placement shares in connection with a stockholder vote to approve an amendment to the Company’s amended and restated certificate of incorporation (A) to modify the substance or timing of the Company’s obligation to redeem 100% of its public shares if the Company does not complete its initial business combination within 24 months from the closing of the IPO or (B) with respect to any other provision relating to stockholders’ rights or pre-initial business combination activity and (iii) waive their rights to liquidating distributions from the trust account with respect to their private placement shares if the Company fails to complete its initial business combination within 24 months from the closing of the IPO. In addition, the Company’s Sponsor, officers and directors have agreed to vote any founder shares or private placement shares held by them in favor of the Company’s initial business combination. | Note 5 — Private Placement Simultaneously with the closing of the IPO, the Company consummated the Private Placement with the Company’s Sponsor, AHAC Sponsor LLC, Oppenheimer, the representative of the underwriters, who is referred to as the representative, and Northland purchased an aggregate of 355,000 placement units at a price of $10.00 per unit, for an aggregate purchase price of $3,550,000. Each placement unit is identical to the units sold in the IPO. Note 5 — Private Placement (continued) The private placement warrants will be non-redeemable and exercisable on a cashless basis so long as they are held by the sponsor, the representative, Northland or their permitted transferees. If the private placement warrants are held by holders other than the sponsor, the representative, Northland or their permitted transferees, the private placement warrants will be redeemable by the Company and exercisable by the holders on the same basis as the warrants included in the units being sold in the IPO. In addition, for as long as the private placement warrants are held by the representative, Northland or their designees or affiliates, they may not be exercised after five years from the effective date of the registration statement. The Company’s sponsor, the representative and Northland have agreed to (i) waive their redemption rights with respect to their private placement shares in connection with the completion of the Company’s initial business combination, (ii) waive their redemption rights with respect to their private placement shares in connection with a stockholder vote to approve an amendment to the Company’s amended and restated certificate of incorporation (A) to modify the substance or timing of the Company’s obligation to redeem 100% of its public shares if the Company does not complete its initial business combination within 24 months from the closing of the IPO or (B) with respect to any other provision relating to stockholders’ rights or pre-initial business combination activity and (iii) waive their rights to liquidating distributions from the trust account with respect to their private placement shares if the Company fails to complete its initial business combination within 24 months from the closing of the IPO. In addition, the Company’s Sponsor, officers and directors have agreed to vote any founder shares or private placement shares held by them in favor of the Company’s initial business combination. |
Related Party Transactions_2
Related Party Transactions | 6 Months Ended | |
Jun. 30, 2021 | Dec. 31, 2020 | |
Related Party Transactions | ||
Related Party Transactions | Note 5 — Related Party Transactions Founder Shares On July 20, 2020, the Company issued 2,875,000 shares of Class B common stock to its initial stockholder, AHAC Sponsor, LLC for $25,000, or approximately $0.01 per share. The founder shares include an aggregate of up to 375,000 shares subject to forfeiture if the over-allotment option is not exercised by the underwriters in full. The over-allotment option was not exercised by the underwriters during the 45-day option period; thus, 375,000 shares were forfeited accordingly as of November 1, 2020. As of June 30, 2021 and December 31, 2020, 2,500,000 shares of common stock (the “Founder Shares”) are issued and outstanding. Promissory Note — Related Party On July 1, 2020, the Company issued an unsecured promissory note to the sponsor, pursuant to which the Company may borrow up to an aggregate principal amount of $300,000 to be used for a portion of the expenses of the IPO. This loan is non-interest bearing, unsecured, and due on the earlier of (a) June 30, 2021 or (b) the date on which the Company completes the IPO. The loan was paid off on June 30, 2021. Administrative Service Fee The Company has agreed, commencing on the effective date of the prospectus, to pay an affiliate of the Company’s sponsor a monthly fee of an aggregate of $10,000 for general and administrative services including office space, utilities and secretarial and administrative support. This arrangement will terminate upon completion of a business combination or the liquidation of the Company. For the six months ended June 30, 2021, the Company incurred $60,000 in administrative service fee. Related Party Loans In addition, in order to finance transactions costs in connection with a business combination, the sponsor, or certain of the Company’s officers, directors, or their affiliates 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 would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would 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. 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. 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 converted into units of the post business combination entity at a price of $10.00 per unit. | Note 6 — Related Party Transactions Founder Shares On July 20, 2020, the Company issued 2,875,000 shares of Class B common stock to its initial stockholder, AHAC Sponsor, LLC for $25,000, or approximately $0.01 per share. The founder shares include an aggregate of up to 375,000 shares subject to forfeiture if the over-allotment option is not exercised by the underwriters in full. The over-allotment option was not exercised by the underwriters during the 45-day option period; thus, 375,000 shares were forfeited accordingly as of November 1, 2020. As of December 31, 2020, 2,500,000 shares of common stock (the “Founder Shares”) are issued and outstanding Promissory Note — Related Party On July 1, 2020, the Company issued an unsecured promissory note to the sponsor, pursuant to which the Company may borrow up to an aggregate principal amount of $300,000 to be used for a portion of the expenses of the IPO. This loan is non-interest bearing, unsecured, and due on the earlier of (a) March 31, 2021 or (b) the date on which the Company completes the IPO. The loan will be repaid out of the offering proceeds not held in the Trust Account. As of December 31, 2020, the Company had $95,136 in borrowings outstanding under the promissory note. The note was paid in full in January 2021. Administrative Service Fee The Company has agreed, commencing on the effective date of the prospectus, to pay an affiliate of the Company’s sponsor a monthly fee of an aggregate of $10,000 for general and administrative services including office space, utilities and secretarial and administrative support. This arrangement will terminate upon completion of a business combination or the liquidation of the Company. For the period July 1, 2020 (inception) through December 31, 2020, the Company has accrued $34,334 of administrative fees as a due to related party payable. Note 6 — Related Party Transactions (continued) Related Party Loans In addition, in order to finance transactions costs in connection with a business combination, the sponsor, or certain of the Company’s officers, directors, or their affiliates 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 would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would 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. 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. 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 converted into units of the post business combination entity at a price of $10.00 per unit. |
Commitments & Contingencies_2
Commitments & Contingencies | 6 Months Ended | |
Jun. 30, 2021 | Dec. 31, 2020 | |
Commitments and Contingencies. | ||
Commitments & Contingencies | Note 6 — Commitments & Contingencies Registration Rights The holders of the founder shares, placement units (including securities contained therein) and units (including securities contained therein) that may be issued upon conversion of working capital loans, and any shares of Class A common stock issuable upon the exercise of the placement warrants and any shares of Class A common stock and warrants (and underlying Class A common stock) that may be issued upon conversion of the units issued as part of the working capital loans and Class A common stock issuable upon conversion of the founder shares, will be entitled to registration rights pursuant to a registration rights agreement to be signed prior to September 22, 2020 the effective date of the IPO, requiring us to register such securities for resale (in the case of the founder shares, only after conversion to our Class A common stock). The holders of the majority of these securities are entitled to make up to three demands, excluding short form demands, that the Company registers such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of an initial business combination and rights to require us to register for resale such securities pursuant to Rule 415 under the Securities Act. The registration rights agreement does not contain liquidated damages or other cash settlement provisions resulting from delays in registering our securities. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Notwithstanding the foregoing, the representative and Northland may not exercise their demand and “piggyback” registration rights after five (5) and seven (7) years after the effective date of the registration statement and may not exercise their demand rights on more than one occasion. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriters Agreement On September 22, 2020, the underwriters were paid an underwriting discount of two percent (2.0%) of the gross proceeds of the IPO, or $2,000,000. In addition, the underwriters are entitled to a deferred underwriting fee of three and a half percent (3.5%) of the gross proceeds of the IPO upon the completion of the Company’s initial business combination. The underwriters have agreed that up to 1% of the deferred underwriting fee may be re-directed to other Financial Industry Regulatory Authority (FINRA) member firms that have provided services in connection with the identification and consummation of a business combination, in the sole discretion of the Company; provided, that all such payments to other FINRA member firms may only be made if permitted under applicable law. The Company may reduce the deferred underwriting fee by up to 50% based on stockholders redeeming their shares for their pro-rata amount of the proceeds in the Trust Account; provided, however, that (a) the underwriters’ maximum deferred underwriting fee reduction based on stockholder redemptions will be 50% regardless of whether stockholder redemptions exceed 50%; and (b) any sums paid to other advisors as discussed above, will be credited against the reduction of and added back to the deferred underwriting fee payable to the underwriters; and (c) under no circumstance will the deferred underwriting fee be less than 1.75% of the gross proceeds of the IPO. As June 30, 2021, the Company accrued a deferred underwriting fee of $2,122,723. Legal Matters The Company has engaged a law firm to assist the Company with its legal matters in identifying, negotiating, and consummating a Business Combination, as well as assisting with other legal matters. In the event of a successful Business Combination, the amount of fees to be paid will be agreed upon between the Company and the law firm in light of all the facts and circumstances at that point in time. If a Business Combination does not occur, the Company will not be required to pay this contingent fee. Management is unable to determine the amount of the legal fees to be paid at this time. There can be no assurance that the Company will complete a Business Combination. | Note 7 — Commitments & Contingencies Registration Rights The holders of the founder shares, placement units (including securities contained therein) and units (including securities contained therein) that may be issued upon conversion of working capital loans, and any shares of Class A common stock issuable upon the exercise of the placement warrants and any shares of Class A common stock and warrants (and underlying Class A common stock) that may be issued upon conversion of the units issued as part of the working capital loans and Class A common stock issuable upon conversion of the founder shares, will be entitled to registration rights pursuant to a registration rights agreement to be signed prior to September 22, 2020 the effective date of the IPO, requiring us to register such securities for resale (in the case of the founder shares, only after conversion to our Class A common stock). The holders of the majority of these securities are entitled to make up to three demands, excluding short form demands, that the Company registers such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of an initial business combination and rights to require us to register for resale such securities pursuant to Rule 415 under the Securities Act. The registration rights agreement does not contain liquidated damages or other cash settlement provisions resulting from delays in registering our securities. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Notwithstanding the foregoing, the representative and Northland may not exercise their demand and “piggyback” registration rights after five (5) and seven (7) years after the effective date of the registration statement and may not exercise their demand rights on more than one occasion. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriters Agreement On September 22, 2020, the underwriters were paid an underwriting discount of two percent (2.0%) of the gross proceeds of the IPO, or $2,000,000. In addition, the underwriters are entitled to a deferred underwriting fee of three and a half percent (3.5%) of the gross proceeds of the IPO upon the completion of the Company’s initial business combination. The underwriters have agreed that up to 1% of the deferred underwriting fee may be re-directed to other Financial Industry Regulatory Authority (FINRA) member firms that have provided services in connection with the identification and consummation of a business combination, in the sole discretion of the Company; provided, that all such payments to other FINRA member firms may only be made if permitted under applicable law. The Company may reduce the deferred underwriting fee by up to 50% based on stockholders redeeming their shares for their pro-rata amount of the proceeds in the Trust Account; provided, however, that (a) the underwriters’ maximum deferred underwriting fee reduction based on stockholder redemptions will be 50% regardless of whether stockholder redemptions exceed 50%; and (b) any sums paid to other advisors as discussed above, will be credited against the reduction of and added back to the deferred underwriting fee payable to the underwriters; and (c) under no circumstance will the deferred underwriting fee be less than 1.75% of the gross proceeds of the IPO. As December 31, 2020, the Company accrued a deferred underwriting fee of $1,959,758 assuming no over-allotment is exercised. Note 7 — Commitments & Contingencies (continued) Legal Matters The Company has engaged a law firm to assist the Company with its legal matters in identifying, negotiating, and consummating a Business Combination, as well as assisting with other legal matters. In the event of a successful Business Combination, the amount of fees to be paid will be agreed upon between the Company and the law firm in light of all the facts and circumstances at that point in time. If a Business Combination does not occur, the Company will not be required to pay this contingent fee. Management is unable to determine the amount of the legal fees to be paid at this time. There can be no assurance that the Company will complete a Business Combination. |
Stockholder's Equity
Stockholder's Equity | 6 Months Ended | |
Jun. 30, 2021 | Dec. 31, 2020 | |
Stockholders' Deficit | ||
Stockholder's Equity | Note 7 — Stockholder’s Equity Preferred Stock — Class A Common Stock — issued outstanding Class B Common Stock — Both Class A and B stockholders vote together as a single class on all matters submitted to a vote of the Company stockholders, with each share of common stock entitling the holder to one vote. Class B shares are identical to the Class A shares except that Class B shares (founder shares) automatically convert into shares of Class A common stock at the time of the consummation of our initial business combination, on a one-for-one basis, subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like, and subject to further adjustment as provided herein. In the case that additional shares of Class A common stock, or equity-linked securities, are issued or deemed issued in excess of the amounts offered in this prospectus and related to the closing of the initial business combination, the ratio at which shares of Class B common stock shall convert into shares of Class A common stock will be adjusted (unless the holders of a majority of the outstanding shares of Class B common stock agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of shares of Class A common stock issuable upon conversion of all shares of Class B common stock will equal, in the aggregate, on an as-converted basis, 20% of the sum of the total number of all shares of common stock outstanding upon the completion of the IPO (excluding the placement units and underlying securities) plus all shares of Class A common stock and equity-linked securities issued or deemed issued in connection with the initial business combination (excluding any shares or equity-linked securities issued, or to be issued, to any seller in the initial business combination or any private placement-equivalent units and their underlying securities issued to our sponsor or its affiliates upon conversion of loans made to us). The term “equity-linked securities” refers to any debt or equity securities that are convertible, exercisable or exchangeable for shares of Class A common stock issued in a financing transaction in connection with our initial business combination, including but not limited to a private placement of equity or debt. Securities could be “deemed issued” for purposes of the conversion rate adjustment if such shares are issuable upon the conversion or exercise of convertible securities, warrants or similar securities. The holders of the founder shares have agreed not to transfer, assign or sell any of their founder shares until the earlier to occur of: (A) one year after the completion of our initial business combination and (B) subsequent to our initial business combination, (x) if the reported last sale price of our 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 our initial 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 our stockholders having the right to exchange their shares of common stock for cash, securities or other. Any permitted transferees will be subject to the same restrictions and other agreements of our initial stockholders with respect to any founder shares. | Note 8 — Stockholder’s Deficit Preferred Stock — outstanding Class A Common Stock outstanding Class B Common Stock — outstanding Both Class A and B stockholders vote together as a single class on all matters submitted to a vote of the Company stockholders, with each share of common stock entitling the holder to one vote. Class B shares are identical to the Class A shares except that Class B shares (founder shares) automatically convert into shares of Class A common stock at the time of the consummation of our initial business combination, on a one-for-one basis, subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like, and subject to further adjustment as provided herein. In the case that additional shares of Class A common stock, or equity-linked securities, are issued or deemed issued in excess of the amounts offered in this prospectus and related to the closing of the initial business combination, the ratio at which shares of Class B common stock shall convert into shares of Class A common stock will be adjusted (unless the holders of a majority of the outstanding shares of Class B common stock agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of shares of Class A common stock issuable upon conversion of all shares of Class B common stock will equal, in the aggregate, on an as-converted basis, 20% of the sum of the total number of all shares of common stock outstanding upon the completion of the IPO (excluding the placement units and underlying securities) plus all shares of Class A common stock and equity-linked securities issued or deemed issued in connection with the initial business combination (excluding any shares or equity-linked securities issued, or to be issued, to any seller in the initial business combination or any private placement-equivalent units and their underlying securities issued to our sponsor or its affiliates upon conversion of loans made to us). The term “equity-linked securities” refers to any debt or equity securities that are convertible, exercisable or exchangeable for shares of Class A common stock issued in a financing transaction in connection with our initial business combination, including but not limited to a private placement of equity or debt. Securities could be “deemed issued” for purposes of the conversion rate adjustment if such shares are issuable upon the conversion or exercise of convertible securities, warrants or similar securities. The holders of the founder shares have agreed not to transfer, assign or sell any of their founder shares until the earlier to occur of: (A) one year after the completion of our initial business combination and (B) subsequent to our initial business combination, (x) if the reported last sale price of our 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 our initial 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 our stockholders having the right to exchange their shares of common stock for cash, securities or other. Any permitted transferees will be subject to the same restrictions and other agreements of our initial stockholders with respect to any founder shares. |
Warrants_2
Warrants | 6 Months Ended | |
Jun. 30, 2021 | Dec. 31, 2020 | |
Warrants | ||
Warrants | Note 8 — Warrants Each whole warrant entitles the registered holder to purchase one share of Class A common stock at a price of $11.50 per share, subject to adjustment as discussed below, at any time commencing on the later of 12 months from the closing of the IPO and 30 days after the completion of our initial business combination and will expire five years after the completion of the Company’s initial business combination, or earlier upon redemption or liquidation. The Company may redeem outstanding warrants (excluding the warrants contained in the private units) at a price of $0.01 per warrant i) at any time while the warrants are exercisable; ii) upon a minimum of 30 days prior written notice of redemption; iii) if, and only if, the reported last sale price of the common stock equals or exceeds $18.00 per share, for any 20 trading days within a 30 trading day period commencing once the warrants become exercisable and ending on the third business day prior to the notice of redemption to warrant holders and iv) if, and only if, there is a current registration statement in effect with respect to the shares of Class A common stock underlying such warrants at the time of redemption and for the entire 30-day trading period, except if the warrants may be exercised on a cashless basis and such cashless exercise is exempt from registration under the Securities Act. If the Company calls the warrants for redemption as described above, our management will have the option to require all holders that wish to exercise warrants to do so on a “cashless basis.” In determining whether to require all holders to exercise their warrants on a “cashless basis,” our management will consider, among other factors, our cash position, the number of warrants that are outstanding and the dilutive effect on our stockholders of issuing the maximum number of shares of Class A common stock issuable upon the exercise of our warrants. In such event, each holder would pay the exercise price by surrendering the warrants for that number of shares of Class A common stock equal to the quotient obtained by dividing (x) the product of the number of shares of Class A common stock underlying the warrants, multiplied by the difference between the exercise price of the warrants and the “fair market value” (defined below) by (y) the fair market value. The “fair market value” for this purpose shall mean the average reported last sale price of the Class A common stock for the 10 trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of warrants. The exercise price and number of shares of common stock issuable on exercise of the warrants may be adjusted in certain circumstances including in the event of a stock dividend, extraordinary dividend or the Company’s recapitalization, reorganization, merger or consolidation. If the Company (x) issues additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of our initial 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 our board of directors and, in the case of any such issuance to our sponsor or its affiliates, without taking into account any founder shares held by our sponsor or such 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 our initial business combination on the date of the consummation of our initial business combination (net of redemptions), and (z) the volume weighted average trading price of our Class A common stock during the 20 trading day period starting on the trading day prior to the day on which we consummate our initial business combination (such price, the “Market Value”) is below $9.20 per share, then the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the greater of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price described below under “Redemption of warrants” will be adjusted (to the nearest cent) to be equal to 180% of the greater of the Market Value and the Newly Issued Price. | Note 9 — Warrants Each whole warrant entitles the registered holder to purchase one share of Class A common stock at a price of $11.50 per share, subject to adjustment as discussed below, at any time commencing on the later of 12 months from the closing of the IPO and 30 days after the completion of our initial business combination and will expire five years after the completion of the Company’s initial business combination, or earlier upon redemption or liquidation. The Company may redeem outstanding warrants (excluding the warrants contained in the private units) at a price of $0.01 per warrant i) at any time while the warrants are exercisable; ii) upon a minimum of 30 days prior written notice of redemption; iii) if, and only if, the reported last sale price of the common stock equals or exceeds $18.00 per share, for any 20 trading days within a 30 trading day period commencing once the warrants become exercisable and ending on the third business day prior to the notice of redemption to warrant holders and iv) if, and only if, there is a current registration statement in effect with respect to the shares of Class A common stock underlying such warrants at the time of redemption and for the entire 30-day trading period, except if the warrants may be exercised on a cashless basis and such cashless exercise is exempt from registration under the Securities Act. If the Company calls the warrants for redemption as described above, our management will have the option to require all holders that wish to exercise warrants to do so on a “cashless basis.” In determining whether to require all holders to exercise their warrants on a “cashless basis,” our management will consider, among other factors, our cash position, the number of warrants that are outstanding and the dilutive effect on our stockholders of issuing the maximum number of shares of Class A common stock issuable upon the exercise of our warrants. In such event, each holder would pay the exercise price by surrendering the warrants for that number of shares of Class A common stock equal to the quotient obtained by dividing (x) the product of the number of shares of Class A common stock underlying the warrants, multiplied by the difference between the exercise price of the warrants and the “fair market value” (defined below) by (y) the fair market value. The “fair market value” for this purpose shall mean the average reported last sale price of the Class A common stock for the 10 trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of warrants. The exercise price and number of shares of common stock issuable on exercise of the warrants may be adjusted in certain circumstances including in the event of a stock dividend, extraordinary dividend or the Company’s recapitalization, reorganization, merger or consolidation. If the Company (x) issues additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of our initial 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 our board of directors and, in the case of any such issuance to our sponsor or its affiliates, without taking into account any founder shares held by our sponsor or such 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 our initial business combination on the date of the consummation of our initial business combination (net of redemptions), and (z) the volume weighted average trading price of our Class A common stock during the 20 trading day period starting on the trading day prior to the day on which we consummate our initial business combination (such price, the “Market Value”) is below $9.20 per share, then the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the greater of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price described below under “Redemption of warrants” will be adjusted (to the nearest cent) to be equal to 180% of the greater of the Market Value and the Newly Issued Price. |
Fair Value Measurements_2
Fair Value Measurements | 6 Months Ended | |
Jun. 30, 2021 | Dec. 31, 2020 | |
Fair Value Measurements | ||
Fair Value Measurements | Note 9 — 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. The Company’s Private Placement Warrant liability at June 30, 2021 and December 31, 2020 and Public Warrant liability at December 31, 2020 is based on a valuation model utilizing management judgment and pricing inputs from observable and unobservable markets with less volume and transaction frequency than active markets. Significant deviations from these estimates and inputs could result in a material change in fair value. The Company’s warrant liability for the Public Warrants at June 30, 2021 is based on quoted prices (unadjusted) with less volume and transaction frequency than active markets. The fair value of the Public Warrant liability is classified within Level 1 of the fair value hierarchy. For the period ended December 31, 2020 there were no reclassifications into Level 1, Level 2 or Level 3. For the period ending March 31, 2021 the Public Warrants were reclassified from a Level 3 to a Level 1 classification. No other reclassifications occurred during the period ending June 30, 2021. The following tables presents fair value information as of June 30, 2021 and December 31, 2020 of the Company’s financial assets and liabilities that were accounted for at fair value on a recurring basis and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value. The following table presents information about the Company’s assets that are measured at fair value on a recurring basis at June 30, 2021 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Quoted Significant Significant Prices In Other Other Active Observable Unobservable June 30, Markets Inputs Inputs 2021 (Level 1) (Level 2) (Level 3) Description Assets: Mutual Funds held in Trust Account 100,031,414 100,031,414 — — $ 100,031,414 $ 100,031,414 $ — $ — Liabilities Warrant liabilities - Public Warrants 14,000,000 14,000,000 — — Warrant liabilities – Private Warrants 465,458 — — 465,458 $ 14,465,458 $ 14,000,000 $ — $ 465,458 Quoted Significant Significant Prices In Other Other Active Observable Unobservable December 31, Markets Inputs Inputs 2020 (Level 1) (Level 2) (Level 3) Description Assets: Mutual Funds held in Trust Account 29,851 29,851 — — U.S. Treasury Securities 99,983,000 99,983,000 $ 100,012,851 $ 100,012,851 $ — $ — Liabilities Warrant liabilities - Public Warrants 5,750,000 — — 5,750,000 Warrant liabilities – Private Warrants 288,351 — — 288,351 $ 6,038,351 $ — $ — $ 6,038,351 The Company utilizes a Monte Carlo simulation model to value the Private Warrants at each reporting period, with changes in fair value recognized in the statement of operations. The estimated fair value of the warrant liability is determined using Level 3 inputs. Inherent in a binomial options pricing model are assumptions related to expected share-price volatility, expected life, risk-free interest rate and dividend yield. The Company estimates the volatility of its ordinary shares based on historical volatility that matches the expected remaining life of the warrants. The risk-free interest rate is based on the U.S. Treasury zero-coupon yield curve on the grant date for a maturity similar to the expected remaining life of the warrants. The expected life of the warrants is assumed to be equivalent to their remaining contractual term. The dividend rate is based on the historical rate, which the Company anticipates to remain at zero. The aforementioned warrant liabilities are not subject to qualified hedge accounting. The following table provides quantitative information regarding Level 3 fair value measurements: At At June 30, December 31, 2021 2020 Stock price $ 10.83 $ 10.17 Strike price $ 11.5 $ 11.5 Term (in years) 5.12 5.13 Volatility 36.0 % 24.4 % Risk-free rate 0.74 % 0.38 % Dividend yield 0.0 % 0.0 % The following table presents the changes in the fair value of warrant liabilities: Private Warrant Public Placement Liabilities Fair value as of December 31, 2020 5,750,000 288,351 6,038,351 Change in valuation inputs or other assumptions 8,250,000 177,107 8,427,107 Fair value as of June 30, 2021 $ 14,000,000 $ 465,458 $ 14,465,458 | Note 12 — 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. The following table presents information about the Company’s assets 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: Quoted Significant Significant Prices In Other Other Active Observable Unobservable December 31, Markets Inputs Inputs 2020 (Level 1) (Level 2) (Level 3) Description Assets: Mutual Funds held in Trust Account $ 29,851 $ 29,851 $ — $ — U.S. Treasury Securities held in Trust Account 99,983,000 99,983,000 — — Liabilities: Warrant liabilities (Restated) 6,038,351 — — 6,038,351 $ 106,051,202 $ 100,012,851 $ — $ 6,038,351 Note 12 — Fair Value Measurements (continued) The Company utilizes a Monte Carlo simulation model to value the warrants at each reporting period, with changes in fair value recognized in the statement of operations. The estimated fair value of the warrant liability is determined using Level 3 inputs. Inherent in a binomial options pricing model are assumptions related to expected share-price volatility, expected life, risk-free interest rate and dividend yield. The Company estimates the volatility of its ordinary shares based on historical volatility that matches the expected remaining life of the warrants. The risk-free interest rate is based on the U.S. Treasury zero-coupon yield curve on the grant date for a maturity similar to the expected remaining life of the warrants. The expected life of the warrants is assumed to be equivalent to their remaining contractual term. The dividend rate is based on the historical rate, which the Company anticipates to remain at zero. The aforementioned warrant liabilities are not subject to qualified hedge accounting. There were no transfers between Levels 1, 2 or 3 during the year ended December 31, 2020. The following table provides quantitative information regarding Level 3 fair value measurements: At September 22, 2020 At At (Initial September 30, December 31, Measurement) 2020 2020 Stock price $ 9.26 $ 9.14 $ 10.17 Strike price $ 11.50 $ 11.50 $ 11.50 Term (in years) 5.42 5.38 5.13 Volatility 24.4 % 24.4 % 24.4 % Risk-free rate 0.33 % 0.32 % 0.38 % Dividend yield 0.0 % 0.0 % 0.0 % The following table presents the changes in the fair value of warrant liabilities: Private Warrant Public Placement Liabilities Fair value as of July 1, 2020 $ — $ — $ — Initial measurement on September 18, 2020 7,770,722 237,630 8,008,352 Change in valuation inputs or other assumptions (215,870) (7,056) (217,979) Fair value as of September 30, 2020 7,554,852 230,574 7,790,373 Change in valuation inputs or other assumptions (1,804,852) 52,830 (1,752,022) Fair value as of December 31, 2020 $ 5,750,000 $ 288,351 $ 6,038,351 |
Investment Held in Trust Acco_5
Investment Held in Trust Account | 6 Months Ended | |
Jun. 30, 2021 | Dec. 31, 2020 | |
Investment Held in Trust Account | ||
Investment Held in Trust Account | Note 10 — Investment Held in Trust Account As of June 30, 2021, Company’s Trust Account consisted of Mutual Funds solely. As of December 31, 2020, investment in the Company’s Trust Account consisted of $29,851 in Mutual Funds and $99,986,310 in U.S. Treasury Securities. The Company classifies its United States Treasury securities as held-to-maturity in accordance with FASB ASC 320 “Investments — Debt and Equity Securities”. Held-to-maturity treasury securities are recorded at amortized cost and adjusted for the amortization or accretion of premiums or discounts. The Company considers all investments with original maturities of more than three months but less than one year to be short-term investments. The carrying value approximates the fair value due to its short-term maturity. The carrying value, excluding gross unrealized losses and fair value of held to maturity securities on December 31, 2020 are as follows: Carrying Fair Value Value as of Gross as of December 31, Unrealized December 31, 2020 Losses 2020 Mutual Funds $ 29,851 $ — $ 29,851 U.S.Treasury Securities 99,986,310 (3,310) 99,983,000 $ 100,016,161 $ (3,310) $ 100,012,851 | Note 10 — Investment Held in Trust Account As of December 31, 2020, investment in the Company’s Trust Account consisted of $29,851 in Mutual Funds and $99,986,310 in U.S. Treasury Securities. The Company classifies its United States Treasury securities as held-to-maturity in accordance with FASB ASC 320 “Investments — Debt and Equity Securities”. Held-to-maturity treasury securities are recorded at amortized cost and adjusted for the amortization or accretion of premiums or discounts. The Company considers all investments with original maturities of more than three months but less than one year to be short-term investments. The carrying value approximates the fair value due to its short-term maturity. The carrying value, excluding gross unrealized losses and fair value of held to maturity securities on December 31, 2020 are as follows: Carrying Value as of Gross Fair Value as of December 31, Unrealized December 31, 2020 Losses 2020 Mutual Funds $ 29,851 $ — $ 29,851 U.S. Treasury Securities 99,986,310 (3,310) 99,983,000 $ 100,016,161 $ (3,310) $ 100,012,851 |
Subsequent Events_2
Subsequent Events | 6 Months Ended |
Dec. 31, 2020 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 13 — Subsequent Events The Company evaluated subsequent events and transactions that occurred after the balance sheet date through the date that the financial statements were issued. Based upon this review, other than as described above, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements. |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 6 Months Ended | |
Jun. 30, 2021 | Dec. 31, 2020 | |
Summary of Significant Accounting Policies | ||
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed 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 Article 8 of Regulation S-X of the U.S. Securities and Exchange Commission (“SEC”). Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed 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 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 financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K/A filed with the SEC on May 14, 2021, as well as the Company’s Current Reports on Form 8-K. The interim results for the six months ended June 30, 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 of the Company is presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”). In the opinion of management, all adjustments (consisting of normal recurring adjustments) have been made that are necessary to present fairly the financial position, and the results of its operations and its cash flows. |
Emerging Growth Company Status | Emerging Growth Company Status The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended, (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 auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, 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 Status The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended, (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 auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, 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 financial statements in conformity with US 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 expenses during the reporting period. Actual results could differ from those estimates. | Use of Estimates The preparation of financial statements in conformity with US 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 expenses during the reporting period. Actual results could differ 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. | 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. |
Marketable Securities Held in Trust Account | Marketable Securities Held in Trust Account At June 30, 2021, the Trust Account had $100,031,414 held in marketable securities. During period January 1, 2021 to June 30, 2021, the Company did not withdraw any of interest income from the Trust Account to pay its tax obligations. | Marketable Securities Held in Trust Account At December 31, 2020, the assets held in the Trust Account were substantially held in U.S. Treasury Bills. During period July 1, 2020 (Inception) to December 31, 2020, the Company did not withdraw any of interest income from the Trust Account to pay its tax obligations. Note 3 — Significant Accounting Policies (continued) The Company classifies its United States Treasury securities as held-to-maturity in accordance with Financial Accounting Standards Board (FASB) ASC Topic 320 “Investments - Debt and Equity Securities.” Held-to-maturity securities are those securities which the Company has the ability and intent to hold until maturity. Held-to-maturity treasury securities are recorded at amortized cost and adjusted for the amortization or accretion of premiums or discounts. A decline in the market value of held-to-maturity securities below cost that is deemed to be other than temporary, results in an impairment that reduces the carrying costs to such securities’ fair value. The impairment is charged to earnings and a new cost basis for the security is established. To determine whether an impairment is other than temporary, the Company considers whether it has the ability and intent to hold the investment until a market price recovery and considers whether evidence indicating the cost of the investment is recoverable outweighs evidence to the contrary. Evidence considered in this assessment includes the reasons for the impairment, the severity and the duration of the impairment, changes in value subsequent to year-end, forecasted performance of the investee, and the general market condition in the geographic area or industry the investee operates in. Premiums and discounts are amortized or accreted over the life of the related held-to-maturity security as an adjustment to yield using the effective-interest method. Such amortization and accretion is included in the “interest income” line item in the statements of operations. Interest income is recognized when earned. |
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. At June 30, 2021 and December 31, 2020, the Company has not experienced losses on this 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. At December 31, 2020, the Company has not experienced losses on this account. |
Common Stock Subject to Possible Redemption | 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 ASC Topic 480 “Distinguishing Liabilities from Equity.” Class A common stock subject to mandatory redemption (if any) are classified as a liability instrument and are measured at fair value. Conditionally redeemable common stock (including common stock that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, common stock are classified as stockholders’ equity. The Company’s common stock feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, as of June 30, 2021, 7,870,157 shares of Class A common stock subject to possible redemption are presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheet. | 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 ASC Topic 480 “Distinguishing Liabilities from Equity.” Class A common stock subject to mandatory redemption (if any) are classified as a liability instrument and are measured at fair value. Conditionally redeemable common stock (including common stock that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, common stock are classified as stockholders’ equity. The Company’s common stock feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, as of December 31, 2020, 8,801,384 shares of Class A common stock subject to possible redemption are presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheet. |
Net Loss per Common Stock | Net Loss per Common Stock Net loss per common share is computed by dividing net loss by the weighted average number of common shares outstanding for the period. The Company applies the two-class method in calculating earnings per share. Shares of common stock subject to possible redemption at June 30, 2021, which are not currently redeemable and are not redeemable at fair value, have been excluded from the calculation of basic net loss per common share since such shares, if redeemed, only participate in their pro rata share of the Trust Account earnings. The Company has not considered the effect of warrants sold in the Initial Public Offering and the private placement to purchase an aggregate 5,177,500 shares of common stock in the calculation of diluted loss per share, since the exercise of the warrants into shares of common stock is contingent upon the occurrence of future events. As a result, diluted net loss per common share is the same as basic net loss per common share for the period presented. Below is a reconciliation of the net income per common share: For the For the three months six months ended ended, June 30, June 30, 2021 2021 Numerator Earnings allocable to Class A common stock Interest income on Trust account $ 1,187 $ 11,592 Class A common stock net earnings $ 1,187 $ 11,592 Denominator: Weighted average Class A shares Class A Common stock, basic and diluted 7,841,024 8,315,869 Earnings/basic and diluted per share Class A common stock $ 0.00 $ 0.00 Numerator: Net income (loss) minus Earnings allocable to Class A common stock Net income (loss) $ 286,223 $ (9,149,309) Less : Earnings allocable to Class A common stock (1,187) (11,592) Class B net income (loss) $ 285,036 $ (9,160,901) Denominator: weighted average Class B common stock Class B common stock, basic and diluted 4,984,843 4,539,131 Income/Basic and diluted per share Class B common stock $ 0.06 $ (2.02) | Net Loss per Common Stock Net loss per common share is computed by dividing net loss by the weighted average number of common shares outstanding for the period. The Company applies the two-class method in calculating earnings per share. Shares of common stock subject to possible redemption at December 31, 2020, which are not currently redeemable and are not redeemable at fair value, have been excluded from the calculation of basic net loss per common share since such shares, if redeemed, only participate in their pro rata share of the Trust Account earnings. The Company has not considered the effect of warrants sold in the Initial Public Offering and the private placement to purchase an aggregate 5,177,500 shares of common stock in the calculation of diluted loss per share, since the exercise of the warrants into shares of common stock is contingent upon the occurrence of future events. As a result, diluted net loss per common share is the same as basic net loss per common share for the period presented. Note 3 — Significant Accounting Policies (continued) Below is a reconciliation of the net income per common share: For the period From July 1, 2020 (Inception) through December 31, 2020 Numerator Earnings allocable to Class A common stock subject to possible redemption Interest income on Trust account $ 16,161 Class A common stock subject to possible redemption net earnings $ 16,161 Denominator: Weighted average Class A shares subject to possible redemption Class A Common stock subject to possible redemption, basic and diluted 6,338,515 Earnings/basic and diluted per share Class A common stock subject to possible redemption $ 0.00 Numerator: Net income minus Earnings allocable to Class A common stock subject to possible redemption Net income (loss) $ 1,419,645 Less: Earnings allocable to Class A common stock subject to possible redemption 16,161 Non-redeemable ordinary shares net income $ 1,403,484 Denominator: weighted average Non-redeemable ordinary shares Non-redeemable ordinary shares, basic and diluted 2,500,000 Income/Basic and diluted per share Non-redeemable ordinary shares $ 0.56 |
Offering Costs | Offering Costs The Company complies with the requirements of the ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A - “Expenses of Offering”. Offering costs consist principally of professional and registration fees incurred through the balance sheet date that are related to the Public Offering and that were charged to stockholders’ equity upon the completion of the IPO. Accordingly, on September 22, 2020, offering costs totaling $4,289,471 have been charged to stockholders’ equity (consisting of $2,000,000 of underwriting fee, $1,959,758 of deferred underwriting fee and $329,713 of other offering costs). Of the total transaction cost $317,023 was expensed as non-operating expenses in that statement of operations with the rest of the offering cost charged to stockholders’ equity. The transaction costs were allocated based on the relative fair value basis, compared to the total offering proceeds, between the fair value of the public warrant liabilities and the Class A common stock. | Offering Costs The Company complies with the requirements of the ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A — “Expenses of Offering”. Offering costs consist principally of professional and registration fees incurred through the balance sheet date that are related to the Public Offering and that were charged to stockholders’ equity upon the completion of the IPO. Accordingly, on December 31, 2020, offering costs totaling $4,289,471 have been charged to stockholders’ equity (consisting of $2,000,000 of underwriting fee, $1,959,758 of deferred underwriting fee and $329,713 of other offering costs). Of the total transaction cost $317,023 was expensed as non-operating expenses in that statement of operations with the rest of the offering cost charged to stockholders’ equity. The transaction costs were allocated based on the relative fair value basis, compared to the total offering proceeds, between the fair value of the public warrant liabilities and the Class A common stock. |
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 the Financial Accounting Standards Board (“FASB”) ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheet. | Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the Financial Accounting Standards Board (“FASB”) ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheet. |
Derivative warrant liabilities | Derivative warrant liabilities The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and ASC 815-15. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. The Company accounts for its 5,177,500 common stock warrants issued in connection with its Initial Public Offering (5,000,000) and Private Placement (152,500) as derivative warrant liabilities in accordance with ASC 815-40. Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjusts the instruments to fair value at each reporting period. The liabilities are subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in the Company’s statement of operations. The fair value of warrants issued by the Company in connection with the Public Offering and Private Placement has been estimated using Monte-Carlo simulations at each measurement date. | Derivative warrant liabilities The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and ASC 815-15. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. Note 3 — Significant Accounting Policies (continued) The Company accounts for its 5,152,500 common stock warrants issued in connection with its Initial Public Offering (5,000,000) and Private Placement (152,500) as derivative warrant liabilities in accordance with ASC 815-40. Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjusts the instruments to fair value at each reporting period. The liabilities are subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in the Company’s statement of operations. The fair value of warrants issued by the Company in connection with the Public Offering and Private Placement has been estimated using Monte-Carlo simulations at each measurement date. |
Income Taxes | Income Taxes The Company accounts for income taxes under ASC 740 Income Taxes (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position 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. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition. 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 June 30, 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 has identified the United States as its only “major” tax jurisdiction. The Company may be subject to potential examination by federal and state taxing authorities in the areas of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. | Income Taxes The Company accounts for income taxes under ASC 740 Income Taxes (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position 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. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition. 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 has identified the United States as its only “major” tax jurisdiction. The Company may be subject to potential examination by federal and state taxing authorities in the areas of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. |
Recent Accounting Standards | Recent Accounting Standards Management does not believe that any recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements. | Recent Accounting Standards Management does not believe that any recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements. |
Significant Accounting Polici_7
Significant Accounting Policies (Tables) | 6 Months Ended | |
Jun. 30, 2021 | Dec. 31, 2020 | |
Summary of Significant Accounting Policies | ||
Schedule of basic and diluted loss per common shares | For the For the three months six months ended ended, June 30, June 30, 2021 2021 Numerator Earnings allocable to Class A common stock Interest income on Trust account $ 1,187 $ 11,592 Class A common stock net earnings $ 1,187 $ 11,592 Denominator: Weighted average Class A shares Class A Common stock, basic and diluted 7,841,024 8,315,869 Earnings/basic and diluted per share Class A common stock $ 0.00 $ 0.00 Numerator: Net income (loss) minus Earnings allocable to Class A common stock Net income (loss) $ 286,223 $ (9,149,309) Less : Earnings allocable to Class A common stock (1,187) (11,592) Class B net income (loss) $ 285,036 $ (9,160,901) Denominator: weighted average Class B common stock Class B common stock, basic and diluted 4,984,843 4,539,131 Income/Basic and diluted per share Class B common stock $ 0.06 $ (2.02) | For the period From July 1, 2020 (Inception) through December 31, 2020 Numerator Earnings allocable to Class A common stock subject to possible redemption Interest income on Trust account $ 16,161 Class A common stock subject to possible redemption net earnings $ 16,161 Denominator: Weighted average Class A shares subject to possible redemption Class A Common stock subject to possible redemption, basic and diluted 6,338,515 Earnings/basic and diluted per share Class A common stock subject to possible redemption $ 0.00 Numerator: Net income minus Earnings allocable to Class A common stock subject to possible redemption Net income (loss) $ 1,419,645 Less: Earnings allocable to Class A common stock subject to possible redemption 16,161 Non-redeemable ordinary shares net income $ 1,403,484 Denominator: weighted average Non-redeemable ordinary shares Non-redeemable ordinary shares, basic and diluted 2,500,000 Income/Basic and diluted per share Non-redeemable ordinary shares $ 0.56 |
Fair Value Measurements (Tabl_2
Fair Value Measurements (Tables) | 6 Months Ended | |
Jun. 30, 2021 | Dec. 31, 2020 | |
Fair Value Measurements | ||
Schedule of fair value on a recurring basis | Quoted Significant Significant Prices In Other Other Active Observable Unobservable June 30, Markets Inputs Inputs 2021 (Level 1) (Level 2) (Level 3) Description Assets: Mutual Funds held in Trust Account 100,031,414 100,031,414 — — $ 100,031,414 $ 100,031,414 $ — $ — Liabilities Warrant liabilities - Public Warrants 14,000,000 14,000,000 — — Warrant liabilities – Private Warrants 465,458 — — 465,458 $ 14,465,458 $ 14,000,000 $ — $ 465,458 Quoted Significant Significant Prices In Other Other Active Observable Unobservable December 31, Markets Inputs Inputs 2020 (Level 1) (Level 2) (Level 3) Description Assets: Mutual Funds held in Trust Account 29,851 29,851 — — U.S. Treasury Securities 99,983,000 99,983,000 $ 100,012,851 $ 100,012,851 $ — $ — Liabilities Warrant liabilities - Public Warrants 5,750,000 — — 5,750,000 Warrant liabilities – Private Warrants 288,351 — — 288,351 $ 6,038,351 $ — $ — $ 6,038,351 | Quoted Significant Significant Prices In Other Other Active Observable Unobservable December 31, Markets Inputs Inputs 2020 (Level 1) (Level 2) (Level 3) Description Assets: Mutual Funds held in Trust Account $ 29,851 $ 29,851 $ — $ — U.S. Treasury Securities held in Trust Account 99,983,000 99,983,000 — — Liabilities: Warrant liabilities (Restated) 6,038,351 — — 6,038,351 $ 106,051,202 $ 100,012,851 $ — $ 6,038,351 |
Schedule of fair value measurements | At At June 30, December 31, 2021 2020 Stock price $ 10.83 $ 10.17 Strike price $ 11.5 $ 11.5 Term (in years) 5.12 5.13 Volatility 36.0 % 24.4 % Risk-free rate 0.74 % 0.38 % Dividend yield 0.0 % 0.0 % | At September 22, 2020 At At (Initial September 30, December 31, Measurement) 2020 2020 Stock price $ 9.26 $ 9.14 $ 10.17 Strike price $ 11.50 $ 11.50 $ 11.50 Term (in years) 5.42 5.38 5.13 Volatility 24.4 % 24.4 % 24.4 % Risk-free rate 0.33 % 0.32 % 0.38 % Dividend yield 0.0 % 0.0 % 0.0 % |
Schedule of fair value of warrant liabilities | Private Warrant Public Placement Liabilities Fair value as of December 31, 2020 5,750,000 288,351 6,038,351 Change in valuation inputs or other assumptions 8,250,000 177,107 8,427,107 Fair value as of June 30, 2021 $ 14,000,000 $ 465,458 $ 14,465,458 | Private Warrant Public Placement Liabilities Fair value as of July 1, 2020 $ — $ — $ — Initial measurement on September 18, 2020 7,770,722 237,630 8,008,352 Change in valuation inputs or other assumptions (215,870) (7,056) (217,979) Fair value as of September 30, 2020 7,554,852 230,574 7,790,373 Change in valuation inputs or other assumptions (1,804,852) 52,830 (1,752,022) Fair value as of December 31, 2020 $ 5,750,000 $ 288,351 $ 6,038,351 |
Investment Held in Trust Acco_6
Investment Held in Trust Account (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Investment Held in Trust Account | |
Schedule of investment in the Company's Trust Account | Carrying Fair Value Value as of Gross as of December 31, Unrealized December 31, 2020 Losses 2020 Mutual Funds $ 29,851 $ — $ 29,851 U.S.Treasury Securities 99,986,310 (3,310) 99,983,000 $ 100,016,161 $ (3,310) $ 100,012,851 |
Organization and Business Ope_4
Organization and Business Operations (Details) - USD ($) | Sep. 22, 2020 | Sep. 22, 2020 | Jun. 30, 2021 | Dec. 31, 2020 |
Organization and Business Operations [Line Items] | ||||
Aggregate shares | $ 100,000,000 | |||
Gross proceeds | $ 98,000,000 | |||
Transaction costs | 4,197,388 | |||
Underwriting fees | $ 2,000,000 | 2,000,000 | ||
Deferred underwriting fees | 1,959,758 | 1,959,758 | ||
Offering costs | 329,713 | 329,713 | ||
Total non-operating expenses | $ 317,023 | $ 317,023 | ||
Percentage of trust account | 80.00% | 80.00% | ||
Share price (in Dollars per share) | $ 10 | $ 10 | ||
Net tangible assets | $ 5,000,001 | $ 5,000,001 | ||
Percentage of redeem outstanding shares | 100.00% | 100.00% | ||
Business combination agreement, description | (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 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 the monies held in the trust account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of the underwriters of the IPO against certain liabilities, including liabilities under the Securities Act. However, the Company has not asked its sponsor to reserve for such indemnification obligations, nor has the Company independently verified whether its sponsor has sufficient funds to satisfy its indemnity obligations and believe that the Company’s sponsor’s only assets are securities of the Company. Therefore, the Company cannot assure that its sponsor would be able to satisfy those obligations. | (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 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 the monies held in the trust account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of the underwriters of the IPO against certain liabilities, including liabilities under the Securities Act. However, the Company has not asked its sponsor to reserve for such indemnification obligations, nor has the Company independently verified whether its sponsor has sufficient funds to satisfy its indemnity obligations and believe that the Company’s sponsor’s only assets are securities of the Company. Therefore, the Company cannot assure that its sponsor would be able to satisfy those obligations. | ||
Cash held outside of trust account | $ 383,400 | $ 1,094,761 | ||
Anticipated outside of trust account | 383,400 | $ 1,094,761 | ||
Business Combination [Member] | ||||
Organization and Business Operations [Line Items] | ||||
Transaction costs | $ 4,197,388 | |||
Business acquisition, percentage of voting interests acquired | 50.00% | 50.00% | ||
Business Combination Agreement [Member] | ||||
Organization and Business Operations [Line Items] | ||||
Aggregate shares | $ 15,000,000 | |||
Exchange Ratio (in Dollars per share) | $ 0.26260 | |||
Weighted Average [Member] | ||||
Organization and Business Operations [Line Items] | ||||
Weighted average, description | New Humacyte common stock on Nasdaq, or any other national securities exchange on which New Humacyte common stock is then traded, is greater than or equal to $15.00 over any 20 trading days within any 30 trading day period following the Closing, then, commencing at least 180 days after the Closing, the lock-up period shall be deemed to have expired with respect to 50% of the shares of New Humacyte common stock held by each party subject to the Investor Rights and Lock-up Agreement. The lock-up period shall not apply to any shares purchased in the PIPE Investment by parties to the Investor Rights and Lock-up Agreement. | |||
IPO [Member] | ||||
Organization and Business Operations [Line Items] | ||||
Number of units issued in transaction (in Shares) | 10,000,000 | 10,000,000 | ||
Price per unit (in Dollars per share) | $ 10 | $ 10 | ||
Gross proceeds | $ 100,000,000 | |||
Private Placement Units [Member] | ||||
Organization and Business Operations [Line Items] | ||||
Number of units issued in transaction (in Shares) | 355,000 | 355,000 | ||
Price per unit (in Dollars per share) | $ 10 | $ 10 | $ 10 | |
Gross proceeds | $ 3,550,000 | $ 3,550,000 | ||
Founder shares [Member] | ||||
Organization and Business Operations [Line Items] | ||||
Sale of stock | 25,000 | $ 25,000 | ||
Sponsor [Member] | ||||
Organization and Business Operations [Line Items] | ||||
Sale of stock | $ 147,763 | $ 95,136 | ||
Class A Common Stock | ||||
Organization and Business Operations [Line Items] | ||||
Number of units issued in transaction (in Shares) | 17,500,000 | |||
Price per unit (in Dollars per share) | $ 10 | |||
Gross proceeds | $ 175,000,000 | |||
Class A Common Stock | IPO [Member] | ||||
Organization and Business Operations [Line Items] | ||||
Aggregate shares | $ 100,000,000 |
Significant Accounting Polici_8
Significant Accounting Policies (Details) - USD ($) | 6 Months Ended | |
Jun. 30, 2021 | Dec. 31, 2020 | |
Significant Accounting Policies (Details) [Line Items] | ||
Marketable securities | $ 100,031,414 | |
Federal depository insurance coverage limit | $ 250,000 | $ 250,000 |
Class A common stock subject to possible redemption (in Shares) | 7,870,157 | 8,801,384 |
Offering costs | $ 4,289,471 | $ 4,289,471 |
Accrued underwriting fees | 2,000,000 | 2,000,000 |
Deferred underwriting fee | 1,959,758 | 1,959,758 |
Other offering costs | 329,713 | 329,713 |
Total operating expenses | $ 317,023 | $ 317,023 |
Common Stock [Member] | ||
Significant Accounting Policies (Details) [Line Items] | ||
Purchase of shares (in Shares) | 5,177,500 | 5,177,500 |
Note Warrant [Member] | ||
Significant Accounting Policies (Details) [Line Items] | ||
Common stock shares issued | 5,177,500 | 5,152,500 |
IPO [Member] | ||
Significant Accounting Policies (Details) [Line Items] | ||
Common stock shares issued | 5,000,000 | 5,000,000 |
Private Placement [Member] | ||
Significant Accounting Policies (Details) [Line Items] | ||
Common stock shares issued | 152,500 | 152,500 |
Significant Accounting Polici_9
Significant Accounting Policies (Details) - Schedule of basic and diluted loss per common shares - USD ($) | 3 Months Ended | 6 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2021 | Dec. 31, 2020 | |
Numerator Earnings allocable to Class A common stock | |||
Interest income on Trust account | $ 1,187 | $ 11,592 | |
Class A common stock net earnings | $ 1,187 | $ 11,592 | |
Denominator: Weighted average Class A shares | |||
Class A Common stock, basic and diluted (in Shares) | 7,841,024 | 8,315,869 | 6,338,515 |
Earnings/basic and diluted per share Class A common stock (in Dollars per share) | $ 0 | $ 0 | $ 0 |
Numerator: Net income (loss) minus Earnings allocable to Class A common stock | |||
Net income (loss) | $ 286,223 | $ (9,149,309) | $ 1,419,645 |
Less : Earnings allocable to Class A common stock | (1,187) | (11,592) | $ 16,161 |
Class B net income (loss) | $ 285,036 | $ (9,160,901) | |
Denominator: weighted average Class B common stock | |||
Class B common stock, basic and diluted (in Shares) | 4,984,843 | 4,539,131 | |
Income/Basic and diluted per share Class B common stock (in Dollars per share) | $ 0.06 | $ (2.02) | $ 0.56 |
Initial Public Offering (Deta_2
Initial Public Offering (Details) - IPO [Member] | Sep. 22, 2020$ / sharesshares | Sep. 22, 2020$ / sharesshares |
Initial Public Offering (Details) [Line Items] | ||
Number of shares sold | shares | 10,000,000 | 10,000,000 |
Purchase price | $ / shares | $ 10 | $ 10 |
Sale of stock, description | Each unit that the Company is offering has a price of $10.00 and consists of one share of Class A common stock and one-half of one redeemable warrant. Only whole warrants are exercisable. Each whole warrant entitles the holder to purchase one share of Class A common stock at a price of $11.50 per share | Each unit that the Company is offering has a price of $10.00 and consists of one share of Class A common stock and one-half of one redeemable warrant. Only whole warrants are exercisable. Each whole warrant entitles the holder to purchase one share of Class A common stock at a price of $11.50 per share |
Private Placement (Details)_2
Private Placement (Details) - USD ($) | Sep. 22, 2020 | Jun. 30, 2021 | Dec. 31, 2020 |
Private Placement (Details) [Line Items] | |||
Proceeds from Issuance Initial Public Offering | $ 98,000,000 | ||
Private Placement [Member] | |||
Private Placement (Details) [Line Items] | |||
Placement units | 355,000 | 355,000 | |
Price per unit | $ 10 | $ 10 | |
Proceeds from Issuance Initial Public Offering | $ 3,550,000 | $ 3,550,000 | |
Business Combination [Member] | |||
Private Placement (Details) [Line Items] | |||
Description of business combination | The Company’s sponsor, the representative and Northland have agreed to (i) waive their redemption rights with respect to their private placement shares in connection with the completion of the Company’s initial business combination, (ii) waive their redemption rights with respect to their private placement shares in connection with a stockholder vote to approve an amendment to the Company’s amended and restated certificate of incorporation (A) to modify the substance or timing of the Company’s obligation to redeem 100% of its public shares if the Company does not complete its initial business combination within 24 months from the closing of the IPO or (B) with respect to any other provision relating to stockholders’ rights or pre-initial business combination activity and (iii) waive their rights to liquidating distributions from the trust account with respect to their private placement shares if the Company fails to complete its initial business combination within 24 months from the closing of the IPO. | ||
Business Combination [Member] | Private Placement [Member] | |||
Private Placement (Details) [Line Items] | |||
Description of business combination | The Company’s sponsor, the representative and Northland have agreed to (i) waive their redemption rights with respect to their private placement shares in connection with the completion of the Company’s initial business combination, (ii) waive their redemption rights with respect to their private placement shares in connection with a stockholder vote to approve an amendment to the Company’s amended and restated certificate of incorporation (A) to modify the substance or timing of the Company’s obligation to redeem 100% of its public shares if the Company does not complete its initial business combination within 24 months from the closing of the IPO or (B) with respect to any other provision relating to stockholders’ rights or pre-initial business combination activity and (iii) waive their rights to liquidating distributions from the trust account with respect to their private placement shares if the Company fails to complete its initial business combination within 24 months from the closing of the IPO. |
Related Party Transactions (D_2
Related Party Transactions (Details) - USD ($) | Jul. 20, 2021 | Sep. 22, 2020 | Jul. 20, 2020 | Sep. 22, 2020 | Jun. 30, 2021 | Dec. 31, 2020 | Jul. 01, 2020 |
Related Party Transactions (Details) [Line Items] | |||||||
Common stock price per share (in Dollars per share) | $ 10 | $ 10 | |||||
Over-allotment option Description | The over-allotment option was not exercised by the underwriters during the 45-day option period; thus, 375,000 shares were forfeited accordingly as of November 1, 2020. | The over-allotment option was not exercised by the underwriters during the 45-day option period; thus, 375,000 shares were forfeited accordingly as of November 1, 2020. | |||||
Sponsor Member | |||||||
Related Party Transactions (Details) [Line Items] | |||||||
General and administrative expenses | $ 10,000 | $ 10,000 | |||||
Administrative service fee | $ 60,000 | $ 34,334 | |||||
Founder Shares Member | Common Stock [Member] | |||||||
Related Party Transactions (Details) [Line Items] | |||||||
Shares subject to forfeiture | $ 375,000 | $ 375,000 | |||||
Common stock, shares issued (in Shares) | 2,500,000 | 2,500,000 | |||||
Common stock shares outstanding | 2,500,000 | 2,500,000 | |||||
IPO [Member] | |||||||
Related Party Transactions (Details) [Line Items] | |||||||
Number of unit issued (in Shares) | 10,000,000 | 10,000,000 | |||||
Common stock, shares issued (in Shares) | 5,000,000 | 5,000,000 | |||||
Aggregate principal amount | $ 300,000 | ||||||
Price per share (in Dollars per share) | $ 10 | $ 10 | |||||
IPO [Member] | Related Party Loans [Member] | |||||||
Related Party Transactions (Details) [Line Items] | |||||||
Working capital loans converted value | $ 1,500,000 | $ 1,500,000 | |||||
Price per share (in Dollars per share) | $ 10 | $ 10 | |||||
Class B Common Stock [Member] | |||||||
Related Party Transactions (Details) [Line Items] | |||||||
Common stock, shares issued (in Shares) | 2,500,000 | 2,500,000 | |||||
Common stock shares outstanding | 2,500,000 | 2,500,000 | |||||
Class B Common Stock [Member] | Founder Shares Member | |||||||
Related Party Transactions (Details) [Line Items] | |||||||
Number of unit issued (in Shares) | 2,875,000 | 2,875,000 | |||||
Value of common stock holders | $ 25,000 | $ 25,000 | |||||
Common stock price per share (in Dollars per share) | $ 0.01 | $ 0.01 |
Commitments & Contingencies (_2
Commitments & Contingencies (Details) - USD ($) | Sep. 22, 2020 | Jun. 30, 2021 | Dec. 31, 2020 |
Commitments & Contingencies (Details) [Line Items] | |||
Underwriting discount rate, percentage | 2.00% | ||
Deferred underwriting fees percentage | 3.50% | ||
FINRA [Member] | |||
Commitments & Contingencies (Details) [Line Items] | |||
Deferred underwriting fees percentage | 1.00% | ||
Initial Public Offering [Member] | |||
Commitments & Contingencies (Details) [Line Items] | |||
Gross proceed of IPO (in Dollars) | $ 2,000,000 | ||
Description of underwriters agreement | The Company may reduce the deferred underwriting fee by up to 50% based on stockholders redeeming their shares for their pro-rata amount of the proceeds in the Trust Account; provided, however, that (a) the underwriters’ maximum deferred underwriting fee reduction based on stockholder redemptions will be 50% regardless of whether stockholder redemptions exceed 50%; and (b) any sums paid to other advisors as discussed above, will be credited against the reduction of and added back to the deferred underwriting fee payable to the underwriters; and (c) under no circumstance will the deferred underwriting fee be less than 1.75% of the gross proceeds of the IPO. | ||
Over-Allotment Option [Member] | |||
Commitments & Contingencies (Details) [Line Items] | |||
Deferred underwriting fees (in Dollars) | $ 2,122,723 | $ 1,959,758 |
Stockholder's Equity (Details)
Stockholder's Equity (Details) - $ / shares | 6 Months Ended | |
Jun. 30, 2021 | Dec. 31, 2020 | |
Stockholder's Equity (Details) [Line Items] | ||
Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Business Combination [Member] | ||
Stockholder's Equity (Details) [Line Items] | ||
Business combination, description | The Company’s sponsor, the representative and Northland have agreed to (i) waive their redemption rights with respect to their private placement shares in connection with the completion of the Company’s initial business combination, (ii) waive their redemption rights with respect to their private placement shares in connection with a stockholder vote to approve an amendment to the Company’s amended and restated certificate of incorporation (A) to modify the substance or timing of the Company’s obligation to redeem 100% of its public shares if the Company does not complete its initial business combination within 24 months from the closing of the IPO or (B) with respect to any other provision relating to stockholders’ rights or pre-initial business combination activity and (iii) waive their rights to liquidating distributions from the trust account with respect to their private placement shares if the Company fails to complete its initial business combination within 24 months from the closing of the IPO. | |
Preferred Stock [Member] | ||
Stockholder's Equity (Details) [Line Items] | ||
Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Warrant [Member] | Business Combination [Member] | ||
Stockholder's Equity (Details) [Line Items] | ||
Business combination, description | . In the case that additional shares of Class A common stock, or equity-linked securities, are issued or deemed issued in excess of the amounts offered in this prospectus and related to the closing of the initial business combination, the ratio at which shares of Class B common stock shall convert into shares of Class A common stock will be adjusted (unless the holders of a majority of the outstanding shares of Class B common stock agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of shares of Class A common stock issuable upon conversion of all shares of Class B common stock will equal, in the aggregate, on an as-converted basis, 20% of the sum of the total number of all shares of common stock outstanding upon the completion of the IPO (excluding the placement units and underlying securities) plus all shares of Class A common stock and equity-linked securities issued or deemed issued in connection with the initial business combination (excluding any shares or equity-linked securities issued, or to be issued, to any seller in the initial business combination or any private placement-equivalent units and their underlying securities issued to our sponsor or its affiliates upon conversion of loans made to us). The term “equity-linked securities” refers to any debt or equity securities that are convertible, exercisable or exchangeable for shares of Class A common stock issued in a financing transaction in connection with our initial business combination, including but not limited to a private placement of equity or debt. Securities could be “deemed issued” for purposes of the conversion rate adjustment if such shares are issuable upon the conversion or exercise of convertible securities, warrants or similar securities. | In the case that additional shares of Class A common stock, or equity-linked securities, are issued or deemed issued in excess of the amounts offered in this prospectus and related to the closing of the initial business combination, the ratio at which shares of Class B common stock shall convert into shares of Class A common stock will be adjusted (unless the holders of a majority of the outstanding shares of Class B common stock agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of shares of Class A common stock issuable upon conversion of all shares of Class B common stock will equal, in the aggregate, on an as-converted basis, 20% of the sum of the total number of all shares of common stock outstanding upon the completion of the IPO (excluding the placement units and underlying securities) plus all shares of Class A common stock and equity-linked securities issued or deemed issued in connection with the initial business combination (excluding any shares or equity-linked securities issued, or to be issued, to any seller in the initial business combination or any private placement-equivalent units and their underlying securities issued to our sponsor or its affiliates upon conversion of loans made to us). The term “equity-linked securities” refers to any debt or equity securities that are convertible, exercisable or exchangeable for shares of Class A common stock issued in a financing transaction in connection with our initial business combination, including but not limited to a private placement of equity or debt. Securities could be “deemed issued” for purposes of the conversion rate adjustment if such shares are issuable upon the conversion or exercise of convertible securities, warrants or similar securities. |
Founder Shares Member | Business Combination [Member] | ||
Stockholder's Equity (Details) [Line Items] | ||
Business combination, description | (A) one year after the completion of our initial business combination and (B) subsequent to our initial business combination, (x) if the reported last sale price of our 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 our initial 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 our stockholders having the right to exchange their shares of common stock for cash, securities or other. Any permitted transferees will be subject to the same restrictions and other agreements of our initial stockholders with respect to any founder shares. | (A) one year after the completion of our initial business combination and (B) subsequent to our initial business combination, (x) if the reported last sale price of our 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 our initial 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 our stockholders having the right to exchange their shares of common stock for cash, securities or other. Any permitted transferees will be subject to the same restrictions and other agreements of our initial stockholders with respect to any founder shares |
Class A common stock | ||
Stockholder's Equity (Details) [Line Items] | ||
Common stock, authorized | 100,000,000 | 100,000,000 |
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock shares issued | 2,484,843 | 1,553,616 |
Common stock shares outstanding | 2,484,843 | 1,553,616 |
Common stock subject to possible redemption | 7,870,157 | 8,801,384 |
Class B Common Stock [Member] | ||
Stockholder's Equity (Details) [Line Items] | ||
Common stock, authorized | 10,000,000 | 10,000,000 |
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock shares issued | 2,500,000 | 2,500,000 |
Common stock shares outstanding | 2,500,000 | 2,500,000 |
Conversion of common stock percentage | 20.00% | 20.00% |
Warrants (Details)_2
Warrants (Details) - $ / shares | 6 Months Ended | |
Jun. 30, 2021 | Dec. 31, 2020 | |
Warrants (Details) [Line Items] | ||
Warrant of class A common stock | $ 0.01 | $ 0.01 |
Warrants and rights term | 5 years | 5 years |
Business Combination [Member] | ||
Warrants (Details) [Line Items] | ||
Description of business combination issuance price | If the Company (x) issues additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of our initial 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 our board of directors and, in the case of any such issuance to our sponsor or its affiliates, without taking into account any founder shares held by our sponsor or such 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 our initial business combination on the date of the consummation of our initial business combination (net of redemptions), and (z) the volume weighted average trading price of our Class A common stock during the 20 trading day period starting on the trading day prior to the day on which we consummate our initial business combination (such price, the “Market Value”) is below $9.20 per share, then the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the greater of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price described below under “Redemption of warrants” will be adjusted (to the nearest cent) to be equal to 180% of the greater of the Market Value and the Newly Issued Price. | If the Company (x) issues additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of our initial 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 our board of directors and, in the case of any such issuance to our sponsor or its affiliates, without taking into account any founder shares held by our sponsor or such 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 our initial business combination on the date of the consummation of our initial business combination (net of redemptions), and (z) the volume weighted average trading price of our Class A common stock during the 20 trading day period starting on the trading day prior to the day on which we consummate our initial business combination (such price, the “Market Value”) is below $9.20 per share, then the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the greater of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price described below under “Redemption of warrants” will be adjusted (to the nearest cent) to be equal to 180% of the greater of the Market Value and the Newly Issued Price. |
Warrant [Member] | ||
Warrants (Details) [Line Items] | ||
Sale price of per share | $ 18 | $ 18 |
Class A Common Stock [Member] | ||
Warrants (Details) [Line Items] | ||
Warrant of class A common stock | 11.50 | $ 11.50 |
Sale price of per share | $ 10 |
Fair Value Measurements (Deta_4
Fair Value Measurements (Details) - Schedule of fair value on a recurring basis - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Jun. 30, 2021 | |
Fair Value Measurements (Details) - Schedule of fair value on a recurring basis [Line Items] | ||
Mutual Funds held in Trust Account | $ 29,851 | $ 100,031,414 |
U.S. Treasury Securities | 99,983,000 | |
Total | 100,012,851 | 100,031,414 |
Warrant liabilities - Public Warrants | 5,750,000 | 14,000,000 |
Warrant liabilities - Private Warrants | 288,351 | 465,458 |
Total | 6,038,351 | 14,465,458 |
Fair Value, Inputs, Level 1 [Member] | ||
Fair Value Measurements (Details) - Schedule of fair value on a recurring basis [Line Items] | ||
Mutual Funds held in Trust Account | 29,851 | 100,031,414 |
U.S. Treasury Securities | 99,983,000 | |
Total | 100,012,851 | 100,031,414 |
Warrant liabilities - Public Warrants | 14,000,000 | |
Total | 14,000,000 | |
Fair Value, Inputs, Level 2 [Member] | ||
Fair Value Measurements (Details) - Schedule of fair value on a recurring basis [Line Items] | ||
Mutual Funds held in Trust Account | ||
Fair Value, Inputs, Level 3 [Member] | ||
Fair Value Measurements (Details) - Schedule of fair value on a recurring basis [Line Items] | ||
Mutual Funds held in Trust Account | ||
Warrant liabilities - Public Warrants | 5,750,000 | |
Warrant liabilities - Private Warrants | 288,351 | 465,458 |
Total | $ 6,038,351 | $ 465,458 |
Fair Value Measurements (Deta_5
Fair Value Measurements (Details) - Schedule of fair value measurements - $ / shares | 3 Months Ended | 6 Months Ended | 12 Months Ended | |
Sep. 30, 2020 | Jun. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2020 | |
Schedule of fair value measurements [Abstract] | ||||
Stock price (in Dollars per share) | $ 9.14 | $ 10.83 | $ 10.17 | $ 10.17 |
Strike price (in Dollars per share) | $ 11.50 | $ 11.5 | $ 11.50 | $ 11.5 |
Term (in years) | 5 years 138 days | 5 years 1 month 13 days | 5 years 47 days | 5 years 1 month 17 days |
Volatility | 24.40% | 36.00% | 24.40% | 24.40% |
Risk-free rate | 0.32% | 0.74% | 0.38% | 0.38% |
Dividend yield | 0.00% | 0.00% | 0.00% | 0.00% |
Fair Value Measurements (Deta_6
Fair Value Measurements (Details) - Schedule of fair value of warrant liabilities - USD ($) | 3 Months Ended | 6 Months Ended | |
Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2021 | |
Public [Member] | |||
Fair Value Measurements (Details) - Schedule of fair value of warrant liabilities [Line Items] | |||
Fair value as of December 31, 2020 | $ 7,554,852 | $ 5,750,000 | |
Change in valuation inputs or other assumptions | (1,804,852) | $ (215,870) | 8,250,000 |
Fair value as of June 30, 2021 | 5,750,000 | 7,554,852 | 14,000,000 |
Private Placement [Member] | |||
Fair Value Measurements (Details) - Schedule of fair value of warrant liabilities [Line Items] | |||
Fair value as of December 31, 2020 | 230,574 | 288,351 | |
Change in valuation inputs or other assumptions | 52,830 | (7,056) | 177,107 |
Fair value as of June 30, 2021 | 288,351 | 230,574 | 465,458 |
Warrant Liabilities [Member] | |||
Fair Value Measurements (Details) - Schedule of fair value of warrant liabilities [Line Items] | |||
Fair value as of December 31, 2020 | 7,790,373 | 6,038,351 | |
Change in valuation inputs or other assumptions | (1,752,022) | (217,979) | 8,427,107 |
Fair value as of June 30, 2021 | $ 6,038,351 | $ 7,790,373 | $ 14,465,458 |
Investment Held in Trust Acco_7
Investment Held in Trust Account (Details) - USD ($) | 6 Months Ended | |
Jun. 30, 2021 | Dec. 31, 2020 | |
Investment Held in Trust Account (Details) [Line Items] | ||
Investments maturity, Description | The Company considers all investments with original maturities of more than three months but less than one year to be short-term investments. | The Company considers all investments with original maturities of more than three months but less than one year to be short-term investments. |
Mutual Fund [Member] | ||
Investment Held in Trust Account (Details) [Line Items] | ||
Investment held in trust account | $ 29,851 | |
US Treasury Securities [Member] | ||
Investment Held in Trust Account (Details) [Line Items] | ||
Investment held in trust account | $ 99,986,310 | $ 99,986,310 |
Investment Held in Trust Acco_8
Investment Held in Trust Account (Details) - Schedule of investment in the Company's Trust Account | Dec. 31, 2020USD ($) |
Investment Held in Trust Account (Details) - Schedule of investment in the Company's Trust Account [Line Items] | |
Carrying Value | $ 100,016,161 |
Gross Unrealized Losses | (3,310) |
Fair Value | 100,012,851 |
Mutual Funds [Member] | |
Investment Held in Trust Account (Details) - Schedule of investment in the Company's Trust Account [Line Items] | |
Carrying Value | 29,851 |
Fair Value | 29,851 |
U.S. Treasury Securities [Member] | |
Investment Held in Trust Account (Details) - Schedule of investment in the Company's Trust Account [Line Items] | |
Carrying Value | 99,986,310 |
Gross Unrealized Losses | (3,310) |
Fair Value | $ 99,983,000 |
Balance Sheets
Balance Sheets - USD ($) | Jun. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Current assets | |||
Cash and cash equivalents | $ 383,400 | $ 1,094,761 | |
Prepaid expenses | 79,381 | 148,977 | |
Total current assets | 462,781 | 1,243,738 | |
Total assets | 100,509,592 | 101,259,899 | |
Current liabilities | |||
Accounts payable | 6,364 | 5,000 | |
Total current liabilities | 219,839 | 247,945 | |
Total liabilities | 16,808,020 | 8,246,054 | |
Commitments and contingencies (Note 12) | |||
Redeemable convertible preferred stock (Series A, B, C and D) $0.001 par value, 265,096,962 shares authorized, 265,096,951 shares outstanding as of December 31, 2019, December 31, 2020 and March 31, 2021 (unaudited); liquidation preference of $435,579 as of December 31, 2019, December 31, 2020 and March 31, 2021 (unaudited). | 78,701,570 | 88,013,840 | |
Stockholders' (deficit) equity | |||
Additional paid-in capital | 12,729,166 | 3,579,954 | |
Accumulated deficit | (7,729,664) | 1,419,645 | |
Total liabilities, redeemable convertible preferred stock and stockholders' (deficit) equity | 100,509,592 | 101,259,899 | |
Humacyte, Inc. | |||
Current assets | |||
Cash and cash equivalents | 28,969,000 | 39,929,000 | $ 93,713,000 |
Accounts receivable | 689,000 | 113,000 | 601,000 |
Prepaid expenses | 1,482,000 | 1,407,000 | 640,000 |
Total current assets | 31,140,000 | 41,449,000 | 94,954,000 |
Finance lease right-of-use assets, net | 22,462,000 | 23,492,000 | 25,552,000 |
Operating lease right-of-use assets, net | 748,000 | 769,000 | 897,000 |
Property and equipment, net | 37,960,000 | 40,978,000 | 47,288,000 |
Deferred offering costs | 3,242,000 | ||
Total assets | 95,552,000 | 106,688,000 | 168,691,000 |
Current liabilities | |||
Accounts payable | 3,039,000 | 2,274,000 | 3,272,000 |
Accrued expenses | 8,652,000 | 4,592,000 | 6,000,000 |
PPP loan payable, current portion | 2,451,000 | ||
Deferred payroll tax, current portion | 145,000 | 145,000 | |
Finance lease obligation, current portion | 1,852,000 | 1,729,000 | 1,500,000 |
Operating lease obligation, current portion | 43,000 | 42,000 | 70,000 |
Total current liabilities | 15,953,000 | 11,233,000 | 10,842,000 |
PPP loan payable, net of current portion | 24,364,000 | 822,000 | |
SVB loan payable, net of current portion | 15,390,000 | ||
Deferred payroll tax, net of current portion | 144,000 | 144,000 | |
Finance lease obligation, net of current portion | 22,133,000 | 23,090,000 | 24,819,000 |
Operating lease obligation, net of current portion | 705,000 | 727,000 | 829,000 |
Total liabilities | 54,325,000 | 36,016,000 | 36,490,000 |
Redeemable convertible preferred stock (Series A, B, C and D) $0.001 par value, 265,096,962 shares authorized, 265,096,951 shares outstanding as of December 31, 2019, December 31, 2020 and March 31, 2021 (unaudited); liquidation preference of $435,579 as of December 31, 2019, December 31, 2020 and March 31, 2021 (unaudited). | 420,989,000 | 420,989,000 | 420,989,000 |
Stockholders' (deficit) equity | |||
Common stock, $0.001 par value; 340,216,780 shares authorized as of December 31, 2019, December 31, 2020 and March 31, 2021 (unaudited); 21,429,003, 22,172,545 and 22,614,873 shares issued and outstanding as of December 31, 2019, December 31, 2020 and March 31, 2021 (unaudited), respectively. | 23,000 | 22,000 | 21,000 |
Additional paid-in capital | 45,810,000 | 37,757,000 | 32,763,000 |
Accumulated deficit | (425,595,000) | (388,096,000) | (321,572,000) |
Total stockholders' (deficit) equity | (379,762,000) | (350,317,000) | (288,788,000) |
Total liabilities, redeemable convertible preferred stock and stockholders' (deficit) equity | $ 95,552,000 | $ 106,688,000 | $ 168,691,000 |
Balance sheet (Parenthetical)
Balance sheet (Parenthetical) - Humacyte, Inc. - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Redeemable convertible preferred stock, par value | $ 0.001 | $ 0.001 | $ 0.001 |
Redeemable convertible preferred stock, shares authorized | 265,096,962 | 265,096,962 | 265,096,962 |
Redeemable convertible preferred stock, shares outstanding | 265,096,951 | 265,096,951 | 265,096,951 |
Redeemable convertible preferred stock, liquidation preference | $ 435,579 | $ 435,579 | $ 435,579 |
Common stock, par value | $ 0.001 | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 340,216,780 | 340,216,780 | 340,216,780 |
Common stock, shares issued | 22,634,707 | 22,172,545 | 21,429,003 |
Common stock, shares outstanding | 22,634,707 | 22,172,545 | 21,429,003 |
Statements of Operations and Co
Statements of Operations and Comprehensive Loss - USD ($) | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Operating expenses: | ||||
Loss from operations | $ (737,486) | |||
Other income (expenses), net | ||||
Interest income | 15,253 | |||
Total other income (expenses), net | $ (8,411,823) | |||
Weighted-average shares outstanding used in computing net loss per share attributable to common stockholders, basic and diluted | 4,539,131 | |||
Humacyte, Inc. | ||||
Grant Revenue | $ 845,000 | $ 453,000 | $ 1,491,000 | $ 6,187,000 |
Operating expenses: | ||||
Research and development (includes related party expenses of $571 and $620 for the years ended December 31, 2019 and 2020 and $182 and $85 for the three months ended March 31, 2020 and 2021 (unaudited)) | 29,705,000 | 26,187,000 | 54,078,000 | 75,603,000 |
General and administrative | 10,178,000 | 5,981,000 | 12,013,000 | 16,275,000 |
Total operating expenses | 39,883,000 | 32,168,000 | 66,091,000 | 91,878,000 |
Loss from operations | (39,038,000) | (31,715,000) | (64,600,000) | (85,691,000) |
Other income (expenses), net | ||||
Interest income | 3,000 | 275,000 | 278,000 | 2,567,000 |
Gain on PPP loan forgiveness | 3,284,000 | |||
Interest expense | (1,748,000) | (1,112,000) | (2,202,000) | (2,298,000) |
Total other income (expenses), net | 1,539,000 | (837,000) | (1,924,000) | 269,000 |
Net loss and comprehensive loss | $ (37,499,000) | $ (32,552,000) | $ (66,524,000) | $ (85,422,000) |
Net loss per share attributable to common stockholders, basic and diluted | $ (1.67) | $ (1.49) | $ (3.03) | $ (4.25) |
Weighted-average shares outstanding used in computing net loss per share attributable to common stockholders, basic and diluted | 22,499,516 | 21,854,473 | 21,956,162 | 20,120,442 |
Statements of Operations and _2
Statements of Operations and Comprehensive Loss (Parenthetical) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Humacyte, Inc. | ||||
Related party expenses | $ 166 | $ 313 | $ 620 | $ 571 |
Statements of Changes in Redeem
Statements of Changes in Redeemable Convertible Preferred Stock and Stockholders' Deficit - USD ($) | Redeemable Convertible Preferred Stock.Common StockHumacyte, Inc. | Redeemable Convertible Preferred Stock.Common Stock | Common StockHumacyte, Inc. | Additional Paid-in CapitalHumacyte, Inc. | Additional Paid-in Capital | Accumulated DeficitCumulative Effect AdjustmentHumacyte, Inc. | Accumulated DeficitHumacyte, Inc. | Accumulated Deficit | Cumulative Effect AdjustmentHumacyte, Inc. | Humacyte, Inc. | Total |
Balance at the beginning at Dec. 31, 2018 | $ 420,989,000 | ||||||||||
Balance at the beginning (in shares) at Dec. 31, 2018 | 265,096,951 | ||||||||||
Balance at the end at Dec. 31, 2019 | $ 265,096,951 | $ 265,096,951 | $ 420,989,000 | ||||||||
Balance at the end (in shares) at Dec. 31, 2019 | 420,989,000 | 265,096,951 | |||||||||
Balance at the beginning at Dec. 31, 2018 | $ 19,000 | $ 27,090,000 | $ (234,289,000) | $ (207,180,000) | |||||||
Balance at the beginning (in shares) at Dec. 31, 2018 | 19,064,776 | ||||||||||
Equity | |||||||||||
Proceeds from the exercise of stock options | $ 2,000 | 1,216,000 | $ 1,218,000 | ||||||||
Proceeds from the exercise of stock options (in shares) | 2,364,227 | 2,364,227 | |||||||||
Stock-based compensation | 4,457,000 | $ 4,457,000 | |||||||||
Issuance of warrants in conjunction with debt (unaudited) | ASU 2016-02 | $ (1,861,000) | $ (1,861,000) | |||||||||
Net loss | (85,422,000) | (85,422,000) | |||||||||
Balance at the end at Dec. 31, 2019 | $ 21,000 | 32,763,000 | (321,572,000) | (288,788,000) | |||||||
Balance at the end (in shares) at Dec. 31, 2019 | 21,429,003 | ||||||||||
Balance at the end at Jun. 30, 2020 | $ 420,989,000 | $ 420,989,000 | |||||||||
Balance at the end (in shares) at Jun. 30, 2020 | 265,096,951 | 265,096,951 | |||||||||
Equity | |||||||||||
Proceeds from the exercise of stock options | $ 1,000 | 222,000 | $ 223,000 | ||||||||
Proceeds from the exercise of stock options (in shares) | 609,011 | ||||||||||
Stock-based compensation | 2,296,000 | 2,296,000 | |||||||||
Net loss | (32,552,000) | (32,552,000) | |||||||||
Balance at the end at Jun. 30, 2020 | $ 22,000 | 35,281,000 | $ 0 | (354,124,000) | $ 0 | (318,821,000) | $ 0 | ||||
Balance at the end (in shares) at Jun. 30, 2020 | 22,038,014 | ||||||||||
Balance at the beginning at Dec. 31, 2019 | $ 265,096,951 | $ 265,096,951 | $ 420,989,000 | ||||||||
Balance at the beginning (in shares) at Dec. 31, 2019 | 420,989,000 | 265,096,951 | |||||||||
Balance at the end at Dec. 31, 2020 | $ 420,989,000 | $ 420,989,000 | 88,013,840 | ||||||||
Balance at the end (in shares) at Dec. 31, 2020 | 265,096,951 | 265,096,951 | |||||||||
Balance at the beginning at Dec. 31, 2019 | $ 21,000 | 32,763,000 | (321,572,000) | $ (288,788,000) | |||||||
Balance at the beginning (in shares) at Dec. 31, 2019 | 21,429,003 | ||||||||||
Equity | |||||||||||
Proceeds from the exercise of stock options | $ 1,000 | 300,000 | $ 301,000 | ||||||||
Proceeds from the exercise of stock options (in shares) | 743,542 | 743,542 | |||||||||
Stock-based compensation | 4,694,000 | $ 4,694,000 | |||||||||
Net loss | (66,524,000) | (66,524,000) | |||||||||
Balance at the end at Dec. 31, 2020 | $ 22,000 | 37,757,000 | 3,579,954 | (388,096,000) | 1,419,645 | (350,317,000) | 5,000,005 | ||||
Balance at the end (in shares) at Dec. 31, 2020 | 22,172,545 | ||||||||||
Balance at the beginning at Jun. 30, 2020 | $ 420,989,000 | $ 420,989,000 | |||||||||
Balance at the beginning (in shares) at Jun. 30, 2020 | 265,096,951 | 265,096,951 | |||||||||
Balance at the beginning at Jun. 30, 2020 | $ 22,000 | 35,281,000 | 0 | (354,124,000) | 0 | $ (318,821,000) | 0 | ||||
Balance at the beginning (in shares) at Jun. 30, 2020 | 22,038,014 | ||||||||||
Balance at the beginning at Jun. 30, 2020 | $ 420,989,000 | $ 420,989,000 | |||||||||
Balance at the beginning (in shares) at Jun. 30, 2020 | 265,096,951 | 265,096,951 | |||||||||
Balance at the end at Dec. 31, 2020 | $ 420,989,000 | $ 420,989,000 | 88,013,840 | ||||||||
Balance at the end (in shares) at Dec. 31, 2020 | 265,096,951 | 265,096,951 | |||||||||
Balance at the beginning at Jun. 30, 2020 | $ 22,000 | 35,281,000 | 0 | (354,124,000) | 0 | $ (318,821,000) | 0 | ||||
Balance at the beginning (in shares) at Jun. 30, 2020 | 22,038,014 | ||||||||||
Equity | |||||||||||
Net loss | 1,419,645 | ||||||||||
Balance at the end at Dec. 31, 2020 | $ 22,000 | 37,757,000 | 3,579,954 | (388,096,000) | 1,419,645 | (350,317,000) | 5,000,005 | ||||
Balance at the end (in shares) at Dec. 31, 2020 | 22,172,545 | ||||||||||
Balance at the end at Jun. 30, 2021 | $ 265,096,951 | $ 420,989,000 | 78,701,570 | ||||||||
Balance at the end (in shares) at Jun. 30, 2021 | 420,989,000 | 265,096,951 | |||||||||
Equity | |||||||||||
Proceeds from the exercise of stock options | $ 1,000 | 235,000 | $ 236,000 | ||||||||
Proceeds from the exercise of stock options (in shares) | 462,162 | 336,642 | |||||||||
Stock-based compensation | 5,458,000 | $ 5,458,000 | |||||||||
Issuance of warrants in conjunction with debt (unaudited) | 2,360,000 | 2,360,000 | |||||||||
Net loss | (37,499,000) | (37,499,000) | (9,149,309) | ||||||||
Balance at the end at Jun. 30, 2021 | $ 23,000 | 45,810,000 | 12,729,166 | (425,595,000) | (7,729,664) | (379,762,000) | 5,000,002 | ||||
Balance at the end (in shares) at Jun. 30, 2021 | 22,634,707 | ||||||||||
Balance at the end at Jun. 30, 2021 | $ 265,096,951 | $ 420,989,000 | 78,701,570 | ||||||||
Balance at the end (in shares) at Jun. 30, 2021 | 420,989,000 | 265,096,951 | |||||||||
Balance at the beginning at Mar. 31, 2021 | 13,015,395 | (8,015,887) | 5,000,010 | ||||||||
Equity | |||||||||||
Net loss | 286,223 | ||||||||||
Balance at the end at Jun. 30, 2021 | $ 23,000 | $ 45,810,000 | $ 12,729,166 | $ (425,595,000) | $ (7,729,664) | $ (379,762,000) | $ 5,000,002 | ||||
Balance at the end (in shares) at Jun. 30, 2021 | 22,634,707 |
Statements of Cash Flows
Statements of Cash Flows - USD ($) | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2021 | Dec. 31, 2020 | Jun. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Cash flows from operating activities | |||||
Net loss | $ (9,149,309) | $ 1,419,645 | |||
Changes in operating assets and liabilities: | |||||
Prepaid expenses | 54,199 | (148,977) | |||
Accounts payable | 1,365 | 5,000 | |||
Net cash used in operating activities | (616,225) | (245,662) | |||
Cash flows from investing activities | |||||
Net cash used in investing activities | (100,000,000) | ||||
Cash flows from financing activities | |||||
Payment of deferred offering costs | (329,713) | ||||
Net cash provided by (used in) financing activities | (95,136) | 101,340,423 | |||
Net decrease in cash and cash equivalents | 1,094,761 | ||||
Humacyte, Inc. | |||||
Cash flows from operating activities | |||||
Net loss | (37,499,000) | $ (32,552,000) | $ (66,524,000) | $ (85,422,000) | |
Adjustments to reconcile net loss to net cash used in operating activities: | |||||
Depreciation expense | 3,106,000 | 3,162,000 | 6,291,000 | 4,689,000 | |
Stock-based compensation expense | 5,458,000 | 2,296,000 | 4,694,000 | 4,457,000 | |
Loss on disposal of property and equipment | 149,000 | 177,000 | 69,000 | ||
Amortization expense | 1,030,000 | 1,030,000 | 2,060,000 | 2,060,000 | |
Non-cash operating lease costs | 21,000 | 44,000 | 81,000 | 62,000 | |
Amortization of SVB debt discount | 313,000 | ||||
Accrued interest on PPP loan obligation | 11,000 | 7,000 | 22,000 | ||
Gain on PPP loan forgiveness | (3,284,000) | ||||
Changes in operating assets and liabilities: | |||||
Accounts receivable | (576,000) | 407,000 | 488,000 | (185,000) | |
Prepaid expenses | (75,000) | (678,000) | (767,000) | 216,000 | |
Other assets | 112,000 | ||||
Accounts payable | 769,000 | (911,000) | (889,000) | 2,434,000 | |
Accrued expenses | 1,524,000 | (482,000) | (1,408,000) | 372,000 | |
Operating lease obligation | (21,000) | (54,000) | (82,000) | (62,000) | |
Deferred payroll taxes | 289,000 | ||||
Deferred revenue | (589,000) | ||||
Net cash used in operating activities | (29,223,000) | (27,582,000) | (55,568,000) | (71,787,000) | |
Cash flows from investing activities | |||||
Purchase of property and equipment | (92,000) | (289,000) | (318,000) | (8,125,000) | |
Proceeds from sale of property and equipment | 50,000 | 50,000 | |||
Net cash used in investing activities | (92,000) | (239,000) | (268,000) | (8,125,000) | |
Cash flows from financing activities | |||||
Proceeds from the exercise of stock options | 236,000 | 223,000 | 301,000 | 1,218,000 | |
Proceeds from PPP loan | 3,251,000 | 3,251,000 | |||
Proceeds from SVB loan | 19,944,000 | ||||
Payment of SVB loan issuance cost | (285,000) | ||||
Payment of deferred offering costs | (706,000) | ||||
Payment of finance lease principal | (834,000) | (722,000) | (1,500,000) | (1,292,000) | |
Net cash provided by (used in) financing activities | 18,355,000 | 2,752,000 | 2,052,000 | (74,000) | |
Net decrease in cash and cash equivalents | (10,960,000) | (25,069,000) | (53,784,000) | (79,986,000) | |
Cash and cash equivalents at the beginning of the period | 39,929,000 | 68,644,000 | 93,713,000 | 93,713,000 | 173,699,000 |
Cash and cash equivalents at the end of the period | 28,969,000 | $ 39,929,000 | 68,644,000 | 39,929,000 | 93,713,000 |
Supplemental disclosure | |||||
Cash paid for interest on SVB loan | 258,000 | ||||
Supplemental disclosure of noncash activities: | |||||
Operating lease right-of-use assets obtained in exchange for lease obligations | $ 36,000 | 36,000 | 36,000 | ||
Accrued property and equipment | $ 4,000 | $ 113,000 | |||
Issuance of warrants in conjunction with debt | 2,360,000 | ||||
Unpaid deferred offering costs | $ 2,536,000 |
Organization and Description of
Organization and Description of Business | 6 Months Ended | |
Jun. 30, 2021 | Dec. 31, 2020 | |
Organization and Description of Business | Note 1 — Organization and Business Operations Organization and General Alpha Healthcare Acquisition Corp. (the “Company”) was incorporated as a Delaware corporation on July 1, 2020. The Company was incorporated 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 “Business Combination”). The Company has not selected any specific business combination target and the Company has not, nor has anyone on its behalf, initiated any substantive discussions, directly or indirectly, with any business combination target. The Company has selected December 31 as its fiscal year end. On February 17, 2021, the Company entered into a business combination agreement (the “Business Combination Agreement”) by and among the Company, Hunter Merger Sub, Inc., a Delaware corporation (“Merger Sub”), and Humacyte, Inc., a Delaware corporation (“Humacyte”). The Business Combination Agreement provides, among other things, that on the terms and subject to the conditions set forth therein, Merger Sub will merge with and into Humacyte, with Humacyte surviving as a wholly-owned subsidiary of the Company (the “Business Combination”). Upon the closing of the Business Combination (the “Closing”), it is anticipated that the Company will change its name to “Humacyte, Inc.” As of June 30, 2021, the Company had not yet commenced any operations. All activity through June 30, 2021, relates to the Company’s formation and the Initial Public Offering (“IPO”) described below. 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 on cash and cash equivalents from the proceeds derived from the IPO. Financing The registration statement for the Company’s IPO was declared effective on September 17, 2020 (the “Effective Date”). On September 22, 2020, the Company consummated the IPO of 10,000,000 units (the “Units” and, with respect to the shares of Class A common stock included in the Units sold, the “Public Shares”), at $10.00 per Unit, generating gross proceeds of $100,000,000, which is described in Note 3. Simultaneously with the closing of the IPO, the Company consummated the sale of 355,000 Units (the “Private Placement Units”) the Sponsor, Oppenheimer & Co. Inc. (“Oppenheimer”) and Northland Securities, Inc. (“Northland”) at a purchase price of $10.00 per Private Placement Unit, generating gross proceeds to the Company of $3,550,000, which is described in Note 4. Transaction costs amounted to $4,197,388 consisting of $2,000,000 of underwriting fee, $1,959,758 of deferred underwriting fee and $329,713 of other offering costs. Of the total transaction cost $317,023 was expensed as non-operating expenses in that statement of operations with the rest of the offering cost charged to stockholders’ equity. The transaction costs were allocated based on the relative fair value basis, compared to the total offering proceeds, between the fair value of the public warrant liabilities and the Class A common stock. Trust Account Following the closing of the IPO on September 22, 2020, an amount of $100,000,000 from the net proceeds of the sale of the Units in the IPO and the sale of the Private Placement Units was placed in a trust account (“Trust Account”) which will be invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of 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 meeting the conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company. Except with respect to interest earned on the funds held in the trust account that may be released to the Company to pay its tax obligations, the proceeds from the IPO and the sale of the private placement units will not be released from the trust account until the earliest of (a) the completion of the Company’s initial business combination, (b) the redemption of any public shares properly submitted in connection with a stockholder vote to amend the Company’s amended and restated certificate of incorporation, and (c) the redemption of the Company’s public shares if the Company is unable to complete the initial business combination within 24 months from the closing of the IPO, subject to applicable law. The proceeds deposited in the trust account could become subject to the claims of the Company’s creditors, if any, which could have priority over the claims of the Company’s public stockholders. Initial Business Combination The Company’s management has broad discretion with respect to the specific application of the net proceeds of the IPO, although substantially all of the net proceeds are intended to be generally applied toward consummating a business combination. The Company’s business combination must be with one or more target businesses that together have a fair market value equal to at least 80% of the balance in the Trust Account (as defined below) (net of taxes payable) at the time of the signing an agreement to enter into a business combination. However, the Company will only complete a business combination if the post-business combination company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. There is no assurance that the Company will be able to successfully effect a business combination. The Company will provide its public stockholders with the opportunity to redeem all or a portion of their public shares upon the completion of the initial business combination either (i) in connection with a stockholder meeting called to approve the initial business combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a proposed initial business combination or conduct a tender offer will be made by the Company, solely in its discretion. The stockholders will be entitled to redeem their shares for a pro rata portion of the amount then on deposit in the Trust Account (initially $10.00 per share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations). The shares of common stock subject to redemption is recorded at a redemption value and classified as temporary equity upon the completion of the IPO, in accordance with Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” In such case, the Company will proceed with a business combination if the Company has net tangible assets of at least $5,000,001 either immediately prior to or upon consummation of a business combination and, if the Company seeks stockholder approval, a majority of the issued and outstanding shares voted are voted in favor of the business combination. The Company will have 24 months from the closing of the IPO (with the ability to extend with stockholder approval) to consummate a business combination (the “Combination Period”). However, if the Company is unable to complete a business combination within the Combination Period, the Company will redeem 100% of the outstanding public shares for a pro rata portion of the funds held in the Trust Account, equal to the aggregate amount then on deposit in the trust account including interest earned on the funds held in the trust account and not previously released to the Company, divided by the number of then outstanding public shares, subject to applicable law and as further described in the registration statement, and then seek to dissolve and liquidate. The Company’s sponsor, officers and directors have agreed to (i) waive their redemption rights with respect to their founder shares, private placement shares and public shares in connection with the completion of the initial business combination, (ii) waive their redemption rights with respect to their founder shares and public shares in connection with a stockholder vote to approve an amendment to the Company’s amended and restated certificate of incorporation, and (iii) waive their rights to liquidating distributions from the trust account with respect to their founder shares and private placement shares if the Company fails to complete the initial business combination within the Combination Period. The Company’s sponsor has agreed that it will 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 entered into a written letter of intent, confidentiality or similar agreement or business combination 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 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 the monies held in the trust account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of the underwriters of the IPO against certain liabilities, including liabilities under the Securities Act. However, the Company has not asked its sponsor to reserve for such indemnification obligations, nor has the Company independently verified whether its sponsor has sufficient funds to satisfy its indemnity obligations and believe that the Company’s sponsor’s only assets are securities of the Company. Therefore, the Company cannot assure that its sponsor would be able to satisfy those obligations. Proposed Business Combination with Humacyte Business Combination Agreement If the Business Combination Agreement is approved and adopted and the business combination is subsequently completed, Merger Sub will merge with and into Humacyte, with Humacyte as the surviving company in the merger and, after giving effect to such merger, Humacyte shall be a wholly owned subsidiary of AHAC. Under the terms of the Business Combination Agreement, at the effective time of the Business Combination (the “Effective Time”), (i) each outstanding share of Humacyte common stock will be cancelled and converted into the right to receive a number of shares of common stock of New Humacyte (the “New Humacyte common stock”) equal to the Exchange Ratio (as defined in this proxy statement/prospectus); (ii) each outstanding share of Humacyte preferred stock will be cancelled and converted into the right to receive a number of shares of New Humacyte common stock equal to (A) the aggregate number of shares of Humacyte common stock that would be issued upon conversion of the shares of Humacyte preferred stock based on the applicable conversion ratio immediately prior to the Effective Time, multiplied by (B) the Exchange Ratio; and (iii) each outstanding Humacyte option or warrant will be converted into an option or warrant, as applicable, to purchase a number of shares of New Humacyte common stock equal to (A) the number of shares of Humacyte common stock subject to such option or warrant multiplied by (B) the Exchange Ratio at an exercise price per share equal to the current exercise price per share for such option or warrant divided by the Exchange Ratio; in each case, rounded down to the nearest whole share. Holders of shares of Humacyte common stock and Humacyte preferred stock also will be eligible to receive up to an aggregate of 15,000,000 shares of New Humacyte common stock based on the share price performance of the New Humacyte common stock. The Exchange Ratio is approximately 0.26260. Sponsor Support Agreement In connection with the execution of the Business Combination Agreement, Sponsor and the other holders (the “Company Supporting Stockholders”) of the Class B Common Stock entered into a support agreement with AHAC and Humacyte (the “Sponsor Support Agreement”). Under the Sponsor Support Agreement, each Company Supporting Stockholder agreed to vote, at any meeting of the stockholders of AHAC and in any action by written consent of the stockholders of AHAC, all of such Company Supporting Stockholder’s Class A Common Stock and Class B Common Stock (i) in favor of (a) the Business Combination Agreement and the transactions contemplated thereby and (b) the other proposals that AHAC and Humacyte agreed in the Business Combination Agreement shall be submitted at such meeting for approval by AHAC’s stockholders together with the proposal to obtain the Company Stockholder Approval (the “Required Transaction Proposals”) and (ii) against any proposal that conflicts or materially impedes or interferes with any Required Transaction Proposals or that would adversely affect or delay the Business Combination. The Sponsor Support Agreement also prohibits each Company Supporting Stockholder from, among other things and subject to certain exceptions, selling, assigning or transferring any Class A Common Stock or Class B Common Stock held by such Company Supporting Stockholder or taking any action that would have the effect of preventing or materially delaying such Company Supporting Stockholder from performing his, her or its obligations under the Sponsor Support Agreement. In addition, in the Sponsor Support Agreement, each Company Supporting Stockholder agreed to waive, and not to assert or perfect, among other things, any rights to adjustment or other anti-dilution protections with respect to the rate at which the shares of Class B Common Stock held by the Company Supporting Stockholders convert into shares of Class A Common Stock in connection with the transactions contemplated by the Business Combination Agreement. Humacyte Support Agreement In connection with the execution of the Business Combination Agreement, certain Humacyte stockholders (the “Humacyte Supporting Stockholders”) entered into a support agreement with AHAC (the “Humacyte Support Agreement”). Under the Humacyte Support Agreement, each Humacyte Supporting Stockholder agreed, within two business days following the date that AHAC delivers the proxy statement/prospectus to AHAC’s stockholders (following the date that the proxy statement/prospectus becomes effective), to execute and deliver a written consent with respect to all outstanding shares of Humacyte common stock and preferred stock held by such Humacyte Supporting Stockholder (the “Subject Humacyte Shares”) approving the Business Combination Agreement and the transactions contemplated thereby. In addition to the foregoing, each Humacyte Supporting Stockholder agreed that, at any meeting of the holders of Humacyte capital stock, each such Humacyte Supporting Stockholder will appear at the meeting, in person or by proxy, and cause its Subject Humacyte Shares to be voted (i) to approve and adopt the Business Combination Agreement, the transactions contemplated thereby, and any other matters necessary or reasonably requested by Humacyte for consummation of the Business Combination; and (ii) against any proposal that conflicts or materially impedes or interferes with, or would adversely affect or delay, the consummation of the transactions contemplated by the Business Combination Agreement. The Humacyte Support Agreement also prohibits the Humacyte Supporting Stockholders from, among other things, (i) transferring any of the Subject Humacyte Shares; (ii) entering into (a) any option, commitment or other arrangement that would require the Humacyte Support Stockholders to transfer the Subject Humacyte Shares, or (b) any voting trust, proxy or other contract with respect to the voting or transfer of the Subject Humacyte Shares; or (iii) taking any action in furtherance of the foregoing. In addition, under the Humacyte Support Agreement, each Humacyte Supporting Stockholder agreed (i) not to exercise any rights of appraisal or dissenter’s rights relating to the Business Combination Agreement and the transactions contemplated thereby; and (ii) to irrevocably waive, on behalf of itself and each other holder of Humacyte preferred stock, any right to certain payments upon liquidation of Humacyte pursuant to its certificate of incorporation. PIPE Subscription Agreements In connection with the Business Combination, the Company entered into subscription agreements with certain investors (the “Subscription Agreements”), pursuant to which, among other things, certain investors (the “PIPE Investors”) have subscribed to purchase an aggregate of 17,500,000 shares of Class A Common Stock (together, the “PIPE Investment”) for a purchase price of $10.00 per share, or an aggregate purchase price of $175,000,000, which shares are to be issued at the Closing. The obligations of each party to consummate the PIPE Investment are conditioned upon, among other things, customary closing conditions and the consummation of the transactions contemplated by the Business Combination Agreement. The closing of the PIPE Investment will occur on the date of and immediately prior to the consummation of the Business Combination and is conditioned thereon and on other customary closing conditions. The Class A Common Stock to be issued pursuant to the Subscription Agreements has not been registered under the Securities Act, and will be issued in reliance upon the exemption provided under Section 4(a)(2) of the Securities Act and Regulation D promulgated thereunder. The Subscription Agreements will terminate and be void and of no further force or effect upon the earliest to occur of: (a) such date and time as the Business Combination Agreement is terminated in accordance with its terms, (b) the mutual written consent of each of the parties to each such Subscription Agreement, (c) AHAC’s notification to the PIPE Investors in writing that it has abandoned its plans to move forward with the Business Combination and/or has terminated a PIPE Investor’s obligations, (d) the conditions to closing set forth in the Subscription Agreement not having been satisfied or waived on or prior to the date of the Closing and, as a result thereof, the transactions contemplated by the Subscription Agreement are not consummated at the Closing, or (e) the Termination Date, if the Closing has not occurred on or prior to such date. Investor Rights and Lock-up Agreement At the Effective Time, AHAC and certain of the Humacyte stockholders and AHAC stockholders will enter into the Investor Rights and Lock-up Agreement, pursuant to which, among other things, (a) such stockholders (i) will agree not to effect any sale or distribution of any shares held by any of them during the one-year lock-up period described therein, (ii) will be granted certain registration rights with respect to certain shares of securities held by them, and (iii) provides for certain provisions related to the New Humacyte Board, in each case, on the terms and subject to the conditions therein. Pursuant to the Investor Rights and Lock-up Agreement, the Sponsor and Messrs. Carlson, Robertson, Springer and Xie, directors of AHAC, will have the right to designate, and the New Humacyte Board will nominate, one individual for election to the New Humacyte Board for so long as the designating stockholders collectively own at least 5.0% of New Humacyte common stock. If the volume weighted average price (“VWAP”) of New Humacyte common stock on Nasdaq, or any other national securities exchange on which New Humacyte common stock is then traded, is greater than or equal to $15.00 over any 20 trading days within any 30 trading day period following the Closing, then, commencing at least 180 days after the Closing, the lock-up period shall be deemed to have expired with respect to 50% of the shares of New Humacyte common stock held by each party subject to the Investor Rights and Lock-up Agreement. The lock-up period shall not apply to any shares purchased in the PIPE Investment by parties to the Investor Rights and Lock-up Agreement. Lock-up Agreement At the Effective Time, certain Humacyte stockholders who do not enter into the Investor Rights and Lock-up Agreement will enter into a lock-up agreement (the “Lock-up Agreement”) restricting their ability to transfer. The Lock-up Agreement has substantially the same terms as the Investor Rights and Lock-up Agreement, described above in “— Investor Rights and Lock-up Agreement The above description of the proposed Business Combination should be read in conjunction with the disclosures contained in the Form S-4 originally filed by the Company with the SEC on March 23, 2021 and declared effective by the SEC on August 4, 2021. Liquidity As of June 30, 2021, the Company had cash outside the Trust Account of $383,400 available for working capital needs. All remaining cash held in the Trust Account are generally unavailable for the Company’s use, prior to an initial business combination, and is restricted for use either in a Business Combination or to redeem common stock. As of June 30, 2021 and December 31, 2020, none of the amount in the Trust Account was available to be withdrawn as described above. Through June 30, 2021, the Company’s liquidity needs were satisfied through receipt of $25,000 from the sale of the founder shares, advances from the Sponsor in an aggregate amount of $147,763 and the remaining net proceeds from the IPO and the sale of Private Placement Units. The Company anticipates that the $383,400 outside of the Trust Account as of June 30, 2021, will be sufficient to allow the Company to operate for at least the next 12 months from the issuance of the financial statements, assuming that a Business Combination is not consummated during that time. Until consummation of its Business Combination, the Company will be using the funds not held in the Trust Account, and any additional Working Capital Loans (as defined in Note 5) from the initial stockholders, the Company’s officers and directors, or their respective affiliates (which is described in Note 5), for identifying and evaluating prospective acquisition candidates, performing business due diligence on prospective target businesses, traveling to and from the offices, plants or similar locations of prospective target businesses, reviewing corporate documents and material agreements of prospective target businesses, selecting the target business to acquire and structuring, negotiating and consummating the Business Combination. The Company does not believe it will need to raise additional funds in order to meet the expenditures required for operating its business. However, if the Company’s estimates of the costs of undertaking in-depth due diligence and negotiating business combination is less than the actual amount necessary to do so, the Company may have insufficient funds available to operate its business prior to the business combination. Moreover, the Company will need to raise additional capital through loans from its Sponsor, officers, directors, or third parties. None of the Sponsor, officers or directors are under any obligation to advance funds to, or to invest in, the Company. If the Company is unable to raise additional capital, it may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit of its business plan, and reducing overhead expenses. The Company cannot provide any assurance that new financing will be available to it on commercially acceptable terms, if at all. Risks and Uncertainties On January 30, 2020, the World Health Organization (“WHO”) announced a global health emergency because of a new strain of coronavirus (the “COVID-19 outbreak”). In March 2020, the WHO classified the COVID-19 outbreak as a pandemic, based on the rapid increase in exposure globally. The full impact of the COVID-19 outbreak continues to evolve. The impact of the COVID-19 outbreak on the Company’s financial position will depend on future developments, including the duration and spread of the outbreak and related advisories and restrictions. These developments and the impact of the COVID-19 outbreak on the financial markets and the overall economy are highly uncertain and cannot be predicted. If the financial markets and/or the overall economy are impacted for an extended period, the Company’s financial position may be materially adversely affected. Additionally, the Company’s ability to complete an initial business combination may be materially adversely affected due to significant governmental measures being implemented to contain the COVID-19 outbreak or treat its impact, including travel restrictions, the shutdown of businesses and quarantines, among others, which may limit the Company’s ability to have meetings with potential investors or affect the ability of a potential target company’s personnel, vendors and service providers to negotiate and consummate an initial business combination in a timely manner. The Company’s ability to consummate an initial business combination may also be dependent on the ability to raise additional equity and debt financing, which may be impacted by the COVID-19 outbreak and the resulting market downturn. | Note 1 — Organization and Business Operations Organization and General Alpha Healthcare Acquisition Corp. (the “Company”) was incorporated as a Delaware corporation on July 1, 2020. The Company was incorporated 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 “Business Combination”). The Company has not selected any specific business combination target and the Company has not, nor has anyone on its behalf, initiated any substantive discussions, directly or indirectly, with any business combination target. The Company has selected December 31 as its fiscal year end. As of December 31, 2020, the Company had not yet commenced any operations. All activity through December 31, 2020, relates to the Company’s formation and the Initial Public Offering (“IPO”) described below. 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 on cash and cash equivalents from the proceeds derived from the IPO. Financing The registration statement for the Company’s IPO was declared effective on September 17, 2020 (the “Effective Date”). On September 22, 2020, the Company consummated the IPO of 10,000,000 units (the “Units” and, with respect to the shares of Class A common stock included in the Units sold, the “Public Shares”), at $10.00 per Unit, generating gross proceeds of $100,000,000, which is described in Note 4. Simultaneously with the closing of the IPO, the Company consummated the sale of 355,000 Units (the “Private Placement Units”) the Sponsor, Oppenheimer & Co. Inc. (“Oppenheimer”) and Northland Securities, Inc. (“Northland”) at a purchase price of $10.00 per Private Placement Unit, generating gross proceeds to the Company of $3,550,000, which is described in Note 5. Transaction costs amounted to $4,197,388 consisting of $2,000,000 of underwriting fee, $1,959,758 of deferred underwriting fee and $329,713 of other offering costs. Of the total transaction cost $317,023 was expensed as non-operating expenses in that statement of operations with the rest of the offering cost charged to stockholders’ equity. The transaction costs were allocated based on the relative fair value basis, compared to the total offering proceeds, between the fair value of the public warrant liabilities and the Class A common stock. Trust Account Following the closing of the IPO on September 22, 2020, an amount of $100,000,000 from the net proceeds of the sale of the Units in the IPO and the sale of the Private Placement Units was placed in a trust account (“Trust Account”) which will be invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of 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 meeting the conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company. Except with respect to interest earned on the funds held in the trust account that may be released to the Company to pay its tax obligations, the proceeds from the IPO and the sale of the private placement units will not be released from the trust account until the earliest of (a) the completion of the Company’s initial business combination, (b) the redemption of any public shares properly submitted in connection with a stockholder vote to amend the Company’s amended and restated certificate of incorporation, and (c) the redemption of the Company’s public shares if the Company is unable to complete the initial business combination within 24 months from the closing of the IPO, subject to applicable law. The proceeds deposited in the trust account could become subject to the claims of the Company’s creditors, if any, which could have priority over the claims of the Company’s public stockholders. Initial Business Combination The Company’s management has broad discretion with respect to the specific application of the net proceeds of the IPO, although substantially all of the net proceeds are intended to be generally applied toward consummating a business combination. Note 1 — Organization and Business Operations (continued) The Company’s business combination must be with one or more target businesses that together have a fair market value equal to at least 80% of the balance in the Trust Account (as defined below) (net of taxes payable) at the time of the signing an agreement to enter into a business combination. However, the Company will only complete a business combination if the post-business combination company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. There is no assurance that the Company will be able to successfully effect a business combination. The Company will provide its public stockholders with the opportunity to redeem all or a portion of their public shares upon the completion of the initial business combination either (i) in connection with a stockholder meeting called to approve the initial business combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a proposed initial business combination or conduct a tender offer will be made by the Company, solely in its discretion. The stockholders will be entitled to redeem their shares for a pro rata portion of the amount then on deposit in the Trust Account (initially $10.00 per share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations). The shares of common stock subject to redemption is recorded at a redemption value and classified as temporary equity upon the completion of the IPO, in accordance with Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” In such case, the Company will proceed with a business combination if the Company has net tangible assets of at least $5,000,001 either immediately prior to or upon consummation of a business combination and, if the Company seeks stockholder approval, a majority of the issued and outstanding shares voted are voted in favor of the business combination. The Company will have 24 months from the closing of the IPO (with the ability to extend with stockholder approval) to consummate a business combination (the “Combination Period”). However, if the Company is unable to complete a business combination within the Combination Period, the Company will redeem 100% of the outstanding public shares for a pro rata portion of the funds held in the Trust Account, equal to the aggregate amount then on deposit in the trust account including interest earned on the funds held in the trust account and not previously released to the Company, divided by the number of then outstanding public shares, subject to applicable law and as further described in the registration statement, and then seek to dissolve and liquidate. The Company’s sponsor, officers and directors have agreed to (i) waive their redemption rights with respect to their founder shares, private placement shares and public shares in connection with the completion of the initial business combination, (ii) waive their redemption rights with respect to their founder shares and public shares in connection with a stockholder vote to approve an amendment to the Company’s amended and restated certificate of incorporation, and (iii) waive their rights to liquidating distributions from the trust account with respect to their founder shares and private placement shares if the Company fails to complete the initial business combination within the Combination Period. The Company’s sponsor has agreed that it will 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 entered into a written letter of intent, confidentiality or similar agreement or business combination 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 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 the monies held in the trust account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of the underwriters of the IPO against certain liabilities, including liabilities under the Securities Act. However, the Company has not asked its sponsor to reserve for such indemnification obligations, nor has the Company independently verified whether its sponsor has sufficient funds to satisfy its indemnity obligations and believe that the Company’s sponsor’s only assets are securities of the Company. Therefore, the Company cannot assure that its sponsor would be able to satisfy those obligations. Note 1 — Organization and Business Operations (continued) Liquidity As of December 31, 2020, the Company had cash outside the Trust Account of $1,094,761 available for working capital needs. All remaining cash held in the Trust Account are generally unavailable for the Company’s use, prior to an initial business combination, and is restricted for use either in a Business Combination or to redeem common stock. As of December 31, 2020, none of the amount in the Trust Account was available to be withdrawn as described above. Through December 31, 2020, the Company’s liquidity needs were satisfied through receipt of $25,000 from the sale of the founder shares, advances from the Sponsor in an aggregate amount of $95,136 and the remaining net proceeds from the IPO and the sale of Private Placement Units. The Company anticipates that the $1,094,761 outside of the Trust Account as of December 31, 2020, will be sufficient to allow the Company to operate for at least the next 12 months from the issuance of the financial statements, assuming that a Business Combination is not consummated during that time. Until consummation of its Business Combination, the Company will be using the funds not held in the Trust Account, and any additional Working Capital Loans (as defined in Note 6) from the initial stockholders, the Company’s officers and directors, or their respective affiliates (which is described in Note 6), for identifying and evaluating prospective acquisition candidates, performing business due diligence on prospective target businesses, traveling to and from the offices, plants or similar locations of prospective target businesses, reviewing corporate documents and material agreements of prospective target businesses, selecting the target business to acquire and structuring, negotiating and consummating the Business Combination. The Company does not believe it will need to raise additional funds in order to meet the expenditures required for operating its business. However, if the Company’s estimates of the costs of undertaking in-depth due diligence and negotiating business combination is less than the actual amount necessary to do so, the Company may have insufficient funds available to operate its business prior to the business combination. Moreover, the Company will need to raise additional capital through loans from its Sponsor, officers, directors, or third parties. None of the Sponsor, officers or directors are under any obligation to advance funds to, or to invest in, the Company. If the Company is unable to raise additional capital, it may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit of its business plan, and reducing overhead expenses. The Company cannot provide any assurance that new financing will be available to it on commercially acceptable terms, if at all. Risks and Uncertainties On January 30, 2020, the World Health Organization (“WHO”) announced a global health emergency because of a new strain of coronavirus (the “COVID-19 outbreak”). In March 2020, the WHO classified the COVID-19 outbreak as a pandemic, based on the rapid increase in exposure globally. The full impact of the COVID-19 outbreak continues to evolve. The impact of the COVID-19 outbreak on the Company’s financial position will depend on future developments, including the duration and spread of the outbreak and related advisories and restrictions. These developments and the impact of the COVID-19 outbreak on the financial markets and the overall economy are highly uncertain and cannot be predicted. If the financial markets and/or the overall economy are impacted for an extended period, the Company’s financial position may be materially adversely affected. Additionally, the Company’s ability to complete an initial business combination may be materially adversely affected due to significant governmental measures being implemented to contain the COVID-19 outbreak or treat its impact, including travel restrictions, the shutdown of businesses and quarantines, among others, which may limit the Company’s ability to have meetings with potential investors or affect the ability of a potential target company’s personnel, vendors and service providers to negotiate and consummate an initial business combination in a timely manner. The Company’s ability to consummate an initial business combination may also be dependent on the ability to raise additional equity and debt financing, which may be impacted by the COVID-19 outbreak and the resulting market downturn. |
Humacyte, Inc. | ||
Organization and Description of Business | 1. Organization and Description of Business Organization Humacyte, Inc., or the Company, is pioneering the development and manufacture of off-the-shelf, universally implantable, bioengineered human tissues to improve the lives of patients and transform the practice of medicine. The Company is leveraging its technology platform to develop proprietary, bioengineered, acellular human tissues for use in the treatment of diseases and conditions across a range of anatomic locations in multiple therapeutic areas. Liquidity and Going Concern Since its inception in 2004, the Company has generated no product revenue and has incurred net losses and negative cash flows from operations in each year. To date, the Company has financed its operations primarily through the sale of equity securities and convertible debt and, to a lesser extent, through governmental and other grants. At December 31, 2019 and 2020 and June 30, 2021 (unaudited), the Company had an accumulated deficit of $321.6 million, $388.1 million and $425.7 million, respectively. The Company ’ ’ ’ ’ The Company does not believe its existing cash and cash equivalents will be sufficient to fund its anticipated operating expenses, including clinical trial expenses, and capital expenditure requirements for at least twelve months following the date these financial statements were issued. Until such time, if ever, as the Company is able to successfully develop and commercialize one or more of its product candidates, it expects to fund its operations through the sale of equity, debt, borrowing under credit facilities or through potential collaborations with other companies, other strategic transactions or government contracts and grants. The Company ’ ’ substantial doubt about its ability to continue as a going concern within one year The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty. Accordingly, the financial statements have been prepared on a basis that assumes the Company will continue as a going concern and which contemplates the realization of assets and satisfaction of liabilities and commitments in the ordinary course of business. Business Combination On February 17, 2021, the Company entered into a business combination agreement with Alpha Healthcare Acquisition Corp. ( “ ” “ ” “ ” “ ” ’ ’ s common stock at the then-effective conversion ratio. In addition, concurrently with the completion of the Merger, certain investors have agreed to subscribe for and purchase an aggregate of “ ” ’ ’ company, and the Company ’ intangible Impact of COVID-19 The COVID-19 pandemic, which began in December ’ ’ ’ ’ ’ To date, the COVID-19 pandemic has not resulted in material financial impacts or impairment losses in the carrying values of the Company ’ ’ |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended | |
Jun. 30, 2021 | Dec. 31, 2020 | |
Summary of Significant Accounting Policies | Note 2 — Significant Accounting Policies Basis of Presentation The accompanying unaudited condensed 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 Article 8 of Regulation S-X of the U.S. Securities and Exchange Commission (“SEC”). Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed 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 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 financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K/A filed with the SEC on May 14, 2021, as well as the Company’s Current Reports on Form 8-K. The interim results for the six months ended June 30, 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 Status The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended, (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 auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, 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 US 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 expenses during the reporting period. Actual results could differ 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. Marketable Securities Held in Trust Account At June 30, 2021, the Trust Account had $100,031,414 held in marketable securities. During period January 1, 2021 to June 30, 2021, the Company did not withdraw any of interest income from the Trust Account to pay its tax obligations. 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. At June 30, 2021 and December 31, 2020, the Company has not experienced losses on this account. 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 ASC Topic 480 “Distinguishing Liabilities from Equity.” Class A common stock subject to mandatory redemption (if any) are classified as a liability instrument and are measured at fair value. Conditionally redeemable common stock (including common stock that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, common stock are classified as stockholders’ equity. The Company’s common stock feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, as of June 30, 2021, 7,870,157 shares of Class A common stock subject to possible redemption are presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheet. Net Loss per Common Stock Net loss per common share is computed by dividing net loss by the weighted average number of common shares outstanding for the period. The Company applies the two-class method in calculating earnings per share. Shares of common stock subject to possible redemption at June 30, 2021, which are not currently redeemable and are not redeemable at fair value, have been excluded from the calculation of basic net loss per common share since such shares, if redeemed, only participate in their pro rata share of the Trust Account earnings. The Company has not considered the effect of warrants sold in the Initial Public Offering and the private placement to purchase an aggregate 5,177,500 shares of common stock in the calculation of diluted loss per share, since the exercise of the warrants into shares of common stock is contingent upon the occurrence of future events. As a result, diluted net loss per common share is the same as basic net loss per common share for the period presented. Below is a reconciliation of the net income per common share: For the For the three months six months ended ended, June 30, June 30, 2021 2021 Numerator Earnings allocable to Class A common stock Interest income on Trust account $ 1,187 $ 11,592 Class A common stock net earnings $ 1,187 $ 11,592 Denominator: Weighted average Class A shares Class A Common stock, basic and diluted 7,841,024 8,315,869 Earnings/basic and diluted per share Class A common stock $ 0.00 $ 0.00 Numerator: Net income (loss) minus Earnings allocable to Class A common stock Net income (loss) $ 286,223 $ (9,149,309) Less : Earnings allocable to Class A common stock (1,187) (11,592) Class B net income (loss) $ 285,036 $ (9,160,901) Denominator: weighted average Class B common stock Class B common stock, basic and diluted 4,984,843 4,539,131 Income/Basic and diluted per share Class B common stock $ 0.06 $ (2.02) Offering Costs The Company complies with the requirements of the ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A - “Expenses of Offering”. Offering costs consist principally of professional and registration fees incurred through the balance sheet date that are related to the Public Offering and that were charged to stockholders’ equity upon the completion of the IPO. Accordingly, on September 22, 2020, offering costs totaling $4,289,471 have been charged to stockholders’ equity (consisting of $2,000,000 of underwriting fee, $1,959,758 of deferred underwriting fee and $329,713 of other offering costs). Of the total transaction cost $317,023 was expensed as non-operating expenses in that statement of operations with the rest of the offering cost charged to stockholders’ equity. The transaction costs were allocated based on the relative fair value basis, compared to the total offering proceeds, between the fair value of the public warrant liabilities and the Class A common stock. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the Financial Accounting Standards Board (“FASB”) ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheet. Derivative warrant liabilities The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and ASC 815-15. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. The Company accounts for its 5,177,500 common stock warrants issued in connection with its Initial Public Offering (5,000,000) and Private Placement (152,500) as derivative warrant liabilities in accordance with ASC 815-40. Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjusts the instruments to fair value at each reporting period. The liabilities are subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in the Company’s statement of operations. The fair value of warrants issued by the Company in connection with the Public Offering and Private Placement has been estimated using Monte-Carlo simulations at each measurement date. Income Taxes The Company accounts for income taxes under ASC 740 Income Taxes (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position 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. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition. 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 June 30, 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 has identified the United States as its only “major” tax jurisdiction. The Company may be subject to potential examination by federal and state taxing authorities in the areas of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. Recent Accounting Standards Management does not believe that any recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements. | Note 3 — Significant Accounting Policies Basis of Presentation The accompanying financial statements of the Company is presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”). In the opinion of management, all adjustments (consisting of normal recurring adjustments) have been made that are necessary to present fairly the financial position, and the results of its operations and its cash flows. Emerging Growth Company Status The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended, (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 auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, 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 US 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 expenses during the reporting period. Actual results could differ 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. Marketable Securities Held in Trust Account At December 31, 2020, the assets held in the Trust Account were substantially held in U.S. Treasury Bills. During period July 1, 2020 (Inception) to December 31, 2020, the Company did not withdraw any of interest income from the Trust Account to pay its tax obligations. Note 3 — Significant Accounting Policies (continued) The Company classifies its United States Treasury securities as held-to-maturity in accordance with Financial Accounting Standards Board (FASB) ASC Topic 320 “Investments - Debt and Equity Securities.” Held-to-maturity securities are those securities which the Company has the ability and intent to hold until maturity. Held-to-maturity treasury securities are recorded at amortized cost and adjusted for the amortization or accretion of premiums or discounts. A decline in the market value of held-to-maturity securities below cost that is deemed to be other than temporary, results in an impairment that reduces the carrying costs to such securities’ fair value. The impairment is charged to earnings and a new cost basis for the security is established. To determine whether an impairment is other than temporary, the Company considers whether it has the ability and intent to hold the investment until a market price recovery and considers whether evidence indicating the cost of the investment is recoverable outweighs evidence to the contrary. Evidence considered in this assessment includes the reasons for the impairment, the severity and the duration of the impairment, changes in value subsequent to year-end, forecasted performance of the investee, and the general market condition in the geographic area or industry the investee operates in. Premiums and discounts are amortized or accreted over the life of the related held-to-maturity security as an adjustment to yield using the effective-interest method. Such amortization and accretion is included in the “interest income” line item in the statements of operations. Interest income is recognized when earned. 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. At December 31, 2020, the Company has not experienced losses on this account. 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 ASC Topic 480 “Distinguishing Liabilities from Equity.” Class A common stock subject to mandatory redemption (if any) are classified as a liability instrument and are measured at fair value. Conditionally redeemable common stock (including common stock that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, common stock are classified as stockholders’ equity. The Company’s common stock feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, as of December 31, 2020, 8,801,384 shares of Class A common stock subject to possible redemption are presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheet. Net Loss per Common Stock Net loss per common share is computed by dividing net loss by the weighted average number of common shares outstanding for the period. The Company applies the two-class method in calculating earnings per share. Shares of common stock subject to possible redemption at December 31, 2020, which are not currently redeemable and are not redeemable at fair value, have been excluded from the calculation of basic net loss per common share since such shares, if redeemed, only participate in their pro rata share of the Trust Account earnings. The Company has not considered the effect of warrants sold in the Initial Public Offering and the private placement to purchase an aggregate 5,177,500 shares of common stock in the calculation of diluted loss per share, since the exercise of the warrants into shares of common stock is contingent upon the occurrence of future events. As a result, diluted net loss per common share is the same as basic net loss per common share for the period presented. Note 3 — Significant Accounting Policies (continued) Below is a reconciliation of the net income per common share: For the period From July 1, 2020 (Inception) through December 31, 2020 Numerator Earnings allocable to Class A common stock subject to possible redemption Interest income on Trust account $ 16,161 Class A common stock subject to possible redemption net earnings $ 16,161 Denominator: Weighted average Class A shares subject to possible redemption Class A Common stock subject to possible redemption, basic and diluted 6,338,515 Earnings/basic and diluted per share Class A common stock subject to possible redemption $ 0.00 Numerator: Net income minus Earnings allocable to Class A common stock subject to possible redemption Net income (loss) $ 1,419,645 Less: Earnings allocable to Class A common stock subject to possible redemption 16,161 Non-redeemable ordinary shares net income $ 1,403,484 Denominator: weighted average Non-redeemable ordinary shares Non-redeemable ordinary shares, basic and diluted 2,500,000 Income/Basic and diluted per share Non-redeemable ordinary shares $ 0.56 Offering Costs The Company complies with the requirements of the ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A — “Expenses of Offering”. Offering costs consist principally of professional and registration fees incurred through the balance sheet date that are related to the Public Offering and that were charged to stockholders’ equity upon the completion of the IPO. Accordingly, on December 31, 2020, offering costs totaling $4,289,471 have been charged to stockholders’ equity (consisting of $2,000,000 of underwriting fee, $1,959,758 of deferred underwriting fee and $329,713 of other offering costs). Of the total transaction cost $317,023 was expensed as non-operating expenses in that statement of operations with the rest of the offering cost charged to stockholders’ equity. The transaction costs were allocated based on the relative fair value basis, compared to the total offering proceeds, between the fair value of the public warrant liabilities and the Class A common stock. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the Financial Accounting Standards Board (“FASB”) ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheet. Derivative warrant liabilities The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and ASC 815-15. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. Note 3 — Significant Accounting Policies (continued) The Company accounts for its 5,152,500 common stock warrants issued in connection with its Initial Public Offering (5,000,000) and Private Placement (152,500) as derivative warrant liabilities in accordance with ASC 815-40. Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjusts the instruments to fair value at each reporting period. The liabilities are subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in the Company’s statement of operations. The fair value of warrants issued by the Company in connection with the Public Offering and Private Placement has been estimated using Monte-Carlo simulations at each measurement date. Income Taxes The Company accounts for income taxes under ASC 740 Income Taxes (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position 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. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition. 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 has identified the United States as its only “major” tax jurisdiction. The Company may be subject to potential examination by federal and state taxing authorities in the areas of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. Recent Accounting Standards Management does not believe that any recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements. |
Humacyte, Inc. | ||
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies Basis of Presentation The Company has prepared the accompanying financial statements in conformity with accounting principles generally accepted in the United Unaudited Interim Financial Statements The accompanying balance sheet as of June 30, 2021, and the statements of operations and comprehensive loss, the statements of changes in redeemable convertible preferred stock and stockholders ’ ’ ’ Segments The Company operates and manages its business as one reportable and operating ’ Comprehensive loss Comprehensive loss includes net loss as well as other changes in stockholders ’ 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. Significant estimates in the financial statements include stock-based compensation costs, right-of-use, or ROU, assets, accruals for research and development activities, fair value of common stock, useful lives of property and equipment, redeemable convertible preferred stock and income taxes. The Company evaluates its estimates and assumptions on an ongoing basis using historical experience and other factors and adjusts those estimates and assumptions when facts and circumstances dictate. Actual results could differ from those estimates. Cash and Cash Equivalents The Company considers all short-term, highly liquid investments purchased with an original maturity of three months or less at the date of purchase to be cash equivalents. Cash deposits are held with financial institutions with investment-grade ratings in the United Redeemable Convertible Preferred Stock The Company analyzes all issued equity instruments to determine the appropriate accounting and classification. The Company evaluates its equity instruments under Accounting Standards Codification, or ASC 480, Distinguishing liabilities from equity The Company records equity instruments that are classified as temporary equity at fair value upon issuance, net of issuance costs. The Company accretes the carrying value of its redeemable convertible preferred stock to the redemption or liquidation amount once the Company has determined that it is probable that it will become redeemable or be liquidated. The accretion will be recorded as charges against additional paid-in capital until the additional paid-in capital balance is reduced to zero. At that time, additional accretion adjustments will be recorded as additions to accumulated deficit. The Company also analyzes instances where the equity instrument has a conversion feature pursuant to ASC 815, Derivatives and hedging Revenue Recognition The Company ’ In 2014, the Financial Accounting Standards Board, or FASB, issued Accounting Standards Update No. Under ASC 606, revenue is recognized when a customer obtains control of promised goods or services and is recognized in an amount that reflects the consideration that an entity expects to receive in exchange for those goods or services. To determine revenue recognition for arrangements that an entity determines are within the scope of ASC 606, the entity performs the following five steps: (i) In addition, ASC 606 requires disclosure of the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. For contracts where the period between when the Company transfers a promised good or service to the customer and when the customer pays is one year or less, the Company has elected the practical expedient to not adjust the promised amount of consideration for the effects of a significant financing component. Grant Revenue The Company generates revenue primarily from government and other awarded grants that reimburse the Company for certain allowable costs related to research and development efforts. These grants include the following terms: The Department of Defense grants are for an award of $4.0 million, all of which has been recognized as revenue before the program ended, for work on bioengineered blood vessels for vascular trauma which was awarded to the Company in September 2017 and ended in February 2020 and an award of $7.1 million for work to support human tissue engineered blood vessels for vascular reconstruction in the injured warfighter which was awarded to the Company in August 2017 and is ongoing. The Company has recognized revenue of $4.5 million during 2019, $1.1 million during 2020, and $0.5 million and $0.8 million during the six months ended June 30, 2020 (unaudited) and 2021 (unaudited), respectively, for reimbursement of certain allowable costs related to these grants. The California Institute of Regenerative Medicine grants are for work to support the Company ’ The National Institutes of Health grant is for $1.6 million for work to support bioengineered grafts for peripheral vascular disease which was awarded to the Company in November 2013. The Company recognized $1.6 million for the reimbursement of certain allowable costs related to the grant before this program ended in 2020. The Company has recognized no revenue during 2019, $0.3 million during 2020, and no revenue during the six months ended June 30, 2020 (unaudited) and 2021 (unaudited) for reimbursement of certain allowable costs related to these grants. The Company has determined that the grants are not within the scope of ASC 606 as they do not meet the definition of a contract with a customer. The Company has concluded that the grants meet the definition of a contribution and are nonexchange transactions and has applied the contribution accounting model in Subtopic 958-605, Not-for-Profit-Entities-Revenue Recognition by analogy. The Company recognizes funding received from grants as revenue, rather than as a reduction of research and development expenses, because the Company is the principal in conducting the research and development activities and these grants are central to the Company ’ Revenue from grants not within the scope of ASC 606 was $6.2 million and $1.5 million for the years ending December 31, 2019 and 2020, respectively, and $0.4 million and $0.8 million for the six months ended June 30, 2020 and 2021 (unaudited), respectively. Concentration of Credit Risk Financial instruments which potentially subject the Company to concentrations of credit risk consist principally of cash and cash equivalents. Total cash balances exceeded insured balances by the Federal Deposit Insurance Corporation as of December 31, 2019 and 2020 and June 30, 2021 (unaudited). Cash equivalents are invested in highly rated money market funds invested only in obligations of the US government and its agencies. The majority of the Company ’ ’ ’ 2019 2020 June 2020 (unaudited) June 2021 (unaudited) Accounts Accounts Accounts Accounts Revenue Receivable Revenue Receivable Revenue Receivable Revenue Receivable Grant A 28 % — — — — — — — Grant B 38 % 67 % 10 % — 32 % — — — Grant C 34 % 33 % 67 % 100 % 61 % 83 % 100 % 100 % Grant D — — 18 % — — — — — Total 100 % 100 % 95 % 100 % 93 % 83 % 100 % 100 % All of the Company ’ Other Risks and Uncertainties The Company is subject to risks and uncertainties common to early-stage companies in the biotechnology industry, including, but not limited to, successful discovery and development of its product candidates, the success of clinical trials and other studies for its product candidates, including for its ongoing V005 Phase II/III clinical trial and V007 Phase III clinical trial, the regulatory approval and commercialization of its HAVs and other product candidates, ’ ’ ’ Product candidates currently under development will require extensive preclinical and clinical testing and regulatory approval prior to commercialization. These efforts require significant amounts of additional capital, adequate personnel, and infrastructure and extensive compliance-reporting capabilities. Even if the Company ’ ’ Net Loss per Share Attributable to Common Stockholders The Company applies the two-class method to compute basic and diluted net loss per share attributable to common stockholders when shares meet the definition of participating securities. The two-class method determines net loss per share for each class of common and redeemable convertible preferred stock according to dividends declared or accumulated and participation rights in undistributed earnings. The two-class method requires income (loss) available to common stockholders for the period to be allocated between common and redeemable convertible preferred stock based upon their respective rights to share in the earnings as if all income (loss) for the period had been distributed. During periods of loss, there is no allocation required under the two-class method since the redeemable convertible preferred stock does not have a contractual obligation to share in the Company ’ Basic net loss per share attributable to common stockholders is computed by dividing net loss attributable to common stockholders by the weighted-average number of common shares outstanding during the period without consideration of potentially dilutive common stock. Diluted net loss per share attributable to common stockholders reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that then shared in the earnings of the Company unless inclusion of such shares would be anti-dilutive. Since the Company has only incurred losses, basic and diluted net loss per share is the same. Securities that could potentially dilute net loss per share in the future that were not included in the computation of diluted net loss per share are as follows: December 31, June 30, 2019 2020 2020 2021 (Unaudited) (Unaudited) Shares issuable upon conversion of Series A redeemable convertible preferred stock 70,152,805 70,152,805 70,152,805 70,152,805 Shares issuable upon conversion of Series B redeemable convertible preferred stock 91,919,158 91,919,158 91,919,158 91,919,158 Shares issuable upon conversion of Series C redeemable convertible preferred stock 42,808,208 42,808,208 42,808,208 42,808,208 Shares issuable upon conversion of Series D redeemable convertible preferred stock 60,216,780 60,216,780 60,216,780 60,216,780 Exercise of options under stock plan 19,880,073 18,330,574 17,218,438 24,831,266 Warrants to purchase common stock 125,520 125,520 125,520 1,095,616 Fair Value of Financial Instruments Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in the principal or most advantageous market in an orderly transaction between market participants at the measurement date. ASC 820, Fair Value Measurement and Disclosures ● Level 1 — Observable inputs that reflect unadjusted quoted prices for identical assets or liabilities in active markets. ● Level 2 — Inputs other than quoted prices included in Level 1 that are observable for the asset or liability, such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. ● Level 3 — Unobservable inputs in which little or no market data exists, therefore requiring the Company to develop its own assumptions. The Company evaluates assets and liabilities subject to fair value measurements on a recurring basis to determine the appropriate level at which to classify them for each reporting period, utilizing valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible. The determination requires significant judgments to be made by the Company. The Company ’ Property and Equipment, Net Property and equipment, net are recorded at cost less accumulated depreciation. Expenditures for major additions and improvements are capitalized and minor replacements, maintenance, and repairs are charged to expense as incurred. When property and equipment are retired or otherwise disposed of, the cost and accumulated depreciation are removed from the balance sheet accounts and any resulting gain or loss is included in the results of operations for the respective period. Depreciation is calculated using the straight-line method over the estimated useful lives of the related assets. The estimated useful lives for significant asset categories are as follows: Estimated Useful Property and equipment Lives (Years) Scientific equipment 5 – 7 Computer equipment 5 Software 3 Furniture and fixtures 5 – 7 Leasehold improvements Lesser of useful life or life of lease Construction in progress N/A Impairment of Long-Lived Assets The Company reviews the carrying value of property and equipment for indicators of possible impairment whenever events and circumstances indicate that the carrying value of an asset or asset group may not be recoverable from the estimated future net undiscounted cash flows expected to result from its use and eventual disposition. In cases where estimated future net undiscounted cash flows are less than the carrying value, an impairment loss is recognized equal to an amount by which the carrying value exceeds the fair value of the asset or asset group. The factors considered by management in performing this assessment include current operating results, trends and prospects, the manner in which the property is used, and the effects of obsolescence, demand, competition, and other economic factors. Based on this assessment, there was no impairment at December 31, 2019 and 2020. Income Taxes Income taxes are computed using the asset and liability approach that requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been recognized in the Company ’ The Company recognizes the benefit of an income tax position only if it is more likely than not (greater than 50%) that the tax position will be sustained upon tax examination, based solely on the technical merits of the tax position. Otherwise, no benefit can be recognized. Assessing an uncertain tax position begins with the initial determination of the sustainability of the position and is measured at the largest amount of benefit that is greater than 50% likely of being realized upon ultimate settlement. As of each balance sheet date, unresolved uncertain tax positions must be reassessed. Additionally, the Company must accrue interest and related penalties, if applicable, on all tax exposures for which reserves have been established consistent with jurisdictional tax laws. The Company has analyzed its filing positions in all significant Federal and state jurisdictions where it is required to file income tax returns, as well as open tax years in these jurisdictions. As of December 31, 2019 and 2020, and June 30, 2021 (unaudited), the Company has determined that no uncertain tax positions would have a material impact on the financials statements of the Company. The Company is no longer subject to Federal, state, and local tax examinations by tax authorities for years before 2017 although carry-forward attributes that were generated prior to 2017 may still be adjusted upon examination by the taxing authorities if they either have been or will be used in a future period. No income tax returns are currently under examination by taxing authorities. As of December 31, 2019 and 2020, and June 30, 2021 (unaudited), the Company had not recorded any amounts for unrecognized tax benefits. The Company ’ ’ Intellectual Property The Company seeks to protect its intellectual property by filing patent applications in the United generally, including the Company ’ Research and Development The Company expenses research and development costs as operating expenses as incurred. Research and development expenses consist primarily of: ● salaries and related overhead expenses for personnel in research and development functions, including stock-based compensation and benefits; ● fees paid to consultants and CROs, including in connection with clinical trials, and other related clinical trial fees, such as for investigator grants, patient screening, laboratory work and statistical compilation and analysis; ● allocation of facility lease and maintenance costs; ● depreciation of leasehold improvements, laboratory equipment and computers; ● costs related to purchasing raw materials for and producing product candidates for clinical trials; ● costs related to compliance with regulatory requirements; ● costs related to the manufacturing scale-out initiative; and ● license fees related to in-licensed technologies. Accrued Research and Development The Company has entered into various agreements with CROs and a CMO, which conduct preclinical studies and clinical trials and contract manufacturing activities. The Company ’ Stock-Based Compensation The Company accounts for stock-based compensation for employees and non-employees measured at grant date, based on the fair value of the award. The Company measures the fair value of awards granted using the Black-Scholes option pricing model and recognizes the expense over the requisite service period using the straight-line method. Option valuation models, including the Black-Scholes option-pricing model, require the input of highly subjective assumptions, and changes in the assumptions used can materially affect the grant-date fair value of an award. These assumptions include the risk-free rate of interest, expected dividend yield, expected volatility, the expected term of the award, and the fair value of the underlying common stock on the date of grant. Forfeitures are accounted for as they occur. Leases Effective January 1, 2019, the Company accounts for its leases under ASC 842, Leases ’ “ ” included in “ ” “ ” ’ “ ” “ ” “ ” Under this guidance, arrangements meeting the definition of a lease are classified as operating or finance leases, and are recorded on the balance sheet as both a right-of-use asset and lease liability, calculated by discounting fixed lease payments over the lease term at the rate implicit in the lease or the Company ’ Lease expenses for minimum lease payments for operating leases are recognized on a straight-line basis over the lease term. Amortization expense of the right-of-use asset for finance leases is recognized on a straight-line basis over the lease term and interest expense for finance leases is recognized based on the incremental borrowing rate. Lease liabilities are increased by interest and reduced by payments each period, and the right of use asset is amortized over the lease term. In calculating the right-of-use assets and lease liabilities, the Company has elected to combine lease and non-lease components for all asset classes. The Company excludes short-term leases, if any, having initial terms of 12 months or less from the new guidance as an accounting policy election, and recognizes rent expense on a straight-line basis over the lease term. Prior to the adoption of ASC 842 on January 1, 2019 the Company was deemed to be the accounting owner of leased space during the construction of its headquarters in a build-to-suit arrangement. Upon substantial completion of construction in June ’ ’ each The cumulative effect of initially applying the new lease guidance on January 1, 2019 is as follows: January 1, 2019 Cumulative Beginning Beginning Effect Balance, ($ in thousands) Balance Adjustment As Adjusted Assets Building asset $ 25,091 $ (25,091) $ — Finance lease right-of-use assets, net $ — $ 27,612 $ 27,612 Operating lease right-of-use assets, net $ — $ 923 $ 923 Liabilities and stockholders' deficit Accrued expenses $ 7,049 $ (1) $ 7,048 Facility financing obligation, current portion $ 276 $ (276) $ — Finance lease obligation, current portion $ — $ 1,292 $ 1,292 Operating lease obligation, current portion $ — $ 55 $ 55 Facility financing obligation, net of current portion $ 22,955 $ (22,955) $ — Finance lease obligation, net of current portion $ — $ 26,319 $ 26,319 Operating lease obligation, net of current portion $ — $ 870 $ 870 Accumulated deficit $ (234,289) $ (1,861) $ (236,150) Recently Adopted Accounting Pronouncements In August — Recently Issued Accounting Pronouncements In August “ ’ ’ “ ” In May 2021, the FASB issued ’ ’ |
Property and Equipment, Net
Property and Equipment, Net | 6 Months Ended |
Jun. 30, 2021 | |
Humacyte, Inc. | |
Property and Equipment, Net | 3. Property and Equipment, Net Property and equipment, net consist of the following: As of December 31, June 30, ($ in thousands) 2019 2020 2021 (Unaudited) Scientific equipment $ 27,822 $ 27,412 $ 27,495 Computer equipment 218 149 154 Software 340 335 335 Furniture and fixtures 988 988 988 Leasehold improvements 26,337 26,355 26,355 55,705 55,239 55,327 Accumulated depreciation (8,417) (14,261) (17,367) Property and equipment, net $ 47,288 $ 40,978 $ 37,960 Depreciation expense totaled $4.7 million and $6.3 million for the years ended December 31, 2019 and 2020, respectively and $3.2 million and $3.1 million for the six months ended June 30, 2020 and 2021 (unaudited), respectively. All long-lived assets are maintained in the United |
Accrued Expenses
Accrued Expenses | 6 Months Ended |
Jun. 30, 2021 | |
Humacyte, Inc. | |
Accrued Expenses | 4. Accrued Expenses Accrued expenses consisted of the following: As of December 31, As of June 30, ($ in thousands) 2019 2020 2021 (Unaudited) Accrued external research, development and manufacturing costs $ 3,872 $ 2,615 $ 1,626 Accrued employee compensation and benefits 1,260 1,009 3,944 Accrued professional fees 868 968 3,082 Total $ 6,000 $ 4,592 $ 8,652 |
Debt
Debt | 6 Months Ended |
Jun. 30, 2021 | |
Humacyte, Inc. | |
Debt | 5. Debt On April 30, 2020, the Company received loan proceeds in the amount of approximately $3.3 million under the Paycheck Protection Program ( “ ” “ ” Unaudited In March 2021, the Company entered into a term loan agreement with Silicon Valley Bank and SVB Innovation Credit Fund VIII, L.P., which provides a term loan facility of up to $50.0 million with a maturity date of March 1, 2025, or the Loan Agreement. The Company ’ Investment on August 26, 2021 (unaudited). The Company may use the proceeds of borrowings under the Loan Agreement as working capital and to fund its general business requirements. Refer to Note 15 – The Loan Agreement provides that the term loans will be distributed in tranches. The initial term loan tranche of $20.0 million was drawn as of June 30, 2021 (unaudited) and is accounted for net of issuance costs which are being accreted to interest expense over the term of the loan using the effective interest method. Three subsequent $10.0 million term loan tranches are eligible to be disbursed at the request of the Company during specified draw periods between now and 2023 if certain business development milestones and other specified requirements are met by the dates specified in the Loan Agreement. Borrowings bear interest at the greater of 7.5% or the Wall Street Journal Prime Rate plus 4.25% (7.5% as of June 30, 2021) (unaudited). Interest only payments on the principal amount outstanding are due monthly beginning in the first month after the loan is dispersed. Repayment of principal may begin as soon as April 1, 2022 under our current level of borrowing and no later than April 1, 2024, depending on whether the Company qualifies for and elects to borrow the subsequent tranches of term loans. The term loans may only be prepaid in full, and such prepayment requires 30 days ’ In connection with the Loan Agreement, Humacyte granted warrants to purchase shares of Humacyte common stock at an exercise price of $2.699 per share (unaudited) of which 1,095,616 warrants were immediately exercisable (unaudited) and the remaining 469,550 will become exercisable upon the funding of an additional $10 million tranche (unaudited). The warrants are classified within stockholders ’ ’ ’ SVB loan payable and net discount or premium balances are as follows: June 30, December 31, ($ in thousands) 2021 2020 (Unaudited) Principal amount of SVB loan payable $ 20,000 $ — Final payment amount of SVB loan payable 1,000 — Net premium associated with accretion of final payment and other debt issuance costs (3,388) — SVB loan payable, current and noncurrent 17,612 — Less SVB loan payable, current portion (2,222) — SVB loan payable, noncurrent portion $ 15,390 $ — Future minimum payments of principal and estimated payments of interest on the Company ’ Year ending December 31: ($ in thousands) 2021 (remainder) $ 767 2022 6,917 2023 7,532 2024 7,026 2025 2,122 Total future payments 24,364 Less amounts representing interest (3,364) Less final payment (1,000) Total principal amount of SVB loan payments $ 20,000 |
Leases
Leases | 6 Months Ended |
Jun. 30, 2021 | |
Humacyte, Inc. | |
Leases | 6. Leases The Company ’ ’ At December 31, 2019 and 2020, and June 30, 2021 (unaudited), the Company had finance lease liabilities of $26.3 million, $24.8 million and $24.0 million, respectively; right-of-use assets of $25.6 The Company ’ ’ renewal options have been included in the calculation of the lease liabilities and right of use assets as the Company is reasonably certain to exercise the options due to the specialized nature of the leased building. Variable expenses generally represent the Company ’ ’ The following summarizes quantitative information about the Company ’ Year Ended Year Ended Six Months Ended June Six Months Ended June December 31, 2019 December 31, 2020 30, 2020 (Unaudited) 30, 2021 (Unaudited) Finance Operating Finance Operating Finance Operating Finance Operating ($ in thousands) Leases Leases Leases Leases Leases Leases Leases Leases Operating cash flows from leases $ (2,298) $ (137) $ (2,180) $ (182) $ (1,106) $ (89) $ (525) $ (53) Financing cash flows from leases $ (1,292) $ — $ (1,500) $ — $ (722) $ — $ (834) $ — Weighted-average remaining lease term 6.02 6.38 5.52 6.24 6.04 6.43 5.26 5.98 Weighted-average discount rate 8.50 % 8.50 % 8.50 % 8.50 % 8.50 % 8.50 % 8.50 % 8.50 % As of December 31, 2020, the maturities of the Company ’ ($ in thousands) Finance Leases Operating Leases Year Ended December 31, 2021 $ 3,773 $ 105 Year Ended December 31, 2022 3,868 105 Year Ended December 31, 2023 3,965 105 Year Ended December 31, 2024 4,065 106 Year Ended December 31, 2025 4,167 106 Thereafter 16,937 678 Total 36,775 1,205 Less: present value discount (11,956) (436) Lease liabilities $ 24,819 $ 769 |
Redeemable Convertible Preferre
Redeemable Convertible Preferred Stock | 6 Months Ended |
Jun. 30, 2021 | |
Humacyte, Inc. | |
Redeemable Convertible Preferred Stock | 7. Redeemable Convertible Preferred Stock Redeemable Convertible Preferred Stock and Preferred Stock Terms The Company has outstanding series A redeemable convertible preferred stock, series B redeemable convertible preferred stock, series C redeemable convertible preferred stock and series D redeemable convertible preferred stock, which are collectively referred to as “ ” “ ” As of December 31, 2019, December 31, 2020, June 30, 2020 (unaudited) and June 30, 2021 (unaudited), redeemable convertible preferred stock consisted of the following (in thousands, except share amounts): Redeemable Redeemable Convertible Convertible Preferred Preferred Stock Stock Issued and Carrying Liquidation Issuance Authorized Outstanding Value Preference Price Series A redeemable convertible preferred stock 70,152,805 70,152,805 $ 74,079 $ 74,079 $ 1.05596 Series B redeemable convertible preferred stock 91,919,158 91,919,158 127,358 136,500 $ 1.485 Series C redeemable convertible preferred stock 42,808,219 42,808,208 70,704 75,000 $ 1.752 Series D redeemable convertible preferred stock 60,216,780 60,216,780 148,848 150,000 $ 2.491 265,096,962 265,096,951 $ 420,989 $ 435,579 In connection with the series D redeemable convertible preferred stock financing, the Company granted Fresenius Medical Care the right to purchase up to an aggregate of $30.0 million of its common stock in a private placement effected concurrently with its initial public offering at a price per share equal to the initial public offering price. See Note 13: Related Party Transactions for further discussion of the Company ’ Election of Directors The holders of the series A redeemable convertible preferred stock and the series B redeemable convertible preferred stock may designate one individual and two individuals, respectively, to the Board of Directors. The holders of the series C redeemable convertible preferred stock may designate one individual to the Board of Directors and Fresenius Medical Care may designate one representative to attend, in a non-voting observer capacity, all meetings of the Company ’ Conversion to Common Stock Each share of redeemable convertible preferred stock is convertible, at the option of the holder thereof, into that number of the fully paid and nonassessable shares of common stock determined by dividing the original issue price for the relevant shares by the conversion price. Each share of redeemable convertible preferred stock will automatically be converted into that number of fully-paid, nonassessable shares of common stock at the then effective conversion rate for such shares (i) The following are the conversion prices for each series of the redeemable convertible preferred stock as of December 31, 2020 and June 30, 2021 (unaudited): Series Conversion Price Series A redeemable convertible preferred stock $ 1.05596 Series B redeemable convertible preferred stock $ 1.485 Series C redeemable convertible preferred stock $ 1.752 Series D redeemable convertible preferred stock $ 2.491 These conversion prices are subject to adjustment from time to time including for certain share issuances made without consideration or for consideration less than the then applicable conversion price of a series of redeemable convertible preferred stock, dividends, stock splits, and combinations. As of December 31, 2020 and June 30, 2021 (unaudited), each series of redeemable convertible preferred stock is convertible on a one-for-one basis. The series A, series B, series C and series D redeemable convertible preferred stock includes an anti-dilution feature that adjusts the conversion price, in certain scenarios, if the Company sells shares at a price below the stated conversion price. The anti-dilution provision is considered a contingent beneficial conversion feature. Due to the inability of the Company to determine the price of the shares sold, the Company is unable to determine the number of shares that the holder would receive if the contingency occurs. Therefore, the beneficial conversion feature is not recognized until the contingent event occurs. Dividends Any dividends on the redeemable convertible preferred stock are not cumulative. The holders of the redeemable convertible preferred stock are entitled to receive dividends pro rata with the holders of common stock on an as-converted basis, when and if declared and paid by the Board of Directors, out of any assets at the time legally available. Any declared and unpaid dividends on the redeemable convertible preferred stock are payable upon certain voluntary or involuntary acquisition or sale transactions or the liquidation, dissolution or winding up of the Company as described below under “ ” Liquidation In the event of certain voluntary or involuntary acquisition or sale transactions or upon the liquidation, dissolution or winding up of the Company, each, a Reorganization, in which the holders of the series D redeemable convertible preferred stock receive less than $2.491 per share plus any declared but unpaid dividends, referred to as the Series D Liquidation Preference, or such lesser amount approved in writing by the holders of a majority of the then outstanding series D redeemable convertible preferred stock, the series D stockholders will receive the series D liquidation preference before the holders of the series C, series B, series A redeemable convertible preferred stock or common stockholders would receive any proceeds relating to such Reorganization, and the entire assets of the Company available for distribution would be distributed pro rata among holders of the series D redeemable convertible preferred stock. In the event that, after the payment to the holders of the series D redeemable convertible preferred stock, the holders of the series C redeemable convertible preferred stock would receive less than $1.752 per share plus any declared but unpaid dividends or such lesser amount approved by the holders of at least 80% of the then outstanding series C redeemable convertible preferred stock, the entire remaining assets of the Company available for distribution would be distributed pro rata among holders of the series C redeemable convertible preferred stock. In the event that, after the payment to the holders of the series D redeemable convertible preferred stock and series C redeemable convertible preferred stock, the holders of the series B redeemable convertible preferred stock would receive less than $1.485 per share plus any declared but unpaid dividends or such lesser amount approved by the holders of a majority of the then outstanding series B redeemable convertible preferred stock, the entire remaining assets of the Company available for distribution would be distributed pro rata among holders of the series B redeemable convertible preferred stock. However, in the event of any Reorganization, if the holders of the series D redeemable convertible preferred stock, series C redeemable convertible preferred stock or series B redeemable convertible preferred stock would receive less than 1.25 times their respective liquidation preference per share, the holders of each such series will be entitled to receive, in preference to any distribution of assets to the holders of any junior series, an amount per share equal to 1.25 times such liquidation preference. In the event that, after the payment to the holders of the series D redeemable convertible preferred stock, series Voting Except as provided in the Company ’ ’ Redemption and Balance Sheet Classification In accordance with the Company ’ |
Stockholders' Deficit
Stockholders' Deficit | 6 Months Ended | |
Jun. 30, 2021 | Dec. 31, 2020 | |
Stockholders' Deficit | Note 7 — Stockholder’s Equity Preferred Stock — Class A Common Stock — issued outstanding Class B Common Stock — Both Class A and B stockholders vote together as a single class on all matters submitted to a vote of the Company stockholders, with each share of common stock entitling the holder to one vote. Class B shares are identical to the Class A shares except that Class B shares (founder shares) automatically convert into shares of Class A common stock at the time of the consummation of our initial business combination, on a one-for-one basis, subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like, and subject to further adjustment as provided herein. In the case that additional shares of Class A common stock, or equity-linked securities, are issued or deemed issued in excess of the amounts offered in this prospectus and related to the closing of the initial business combination, the ratio at which shares of Class B common stock shall convert into shares of Class A common stock will be adjusted (unless the holders of a majority of the outstanding shares of Class B common stock agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of shares of Class A common stock issuable upon conversion of all shares of Class B common stock will equal, in the aggregate, on an as-converted basis, 20% of the sum of the total number of all shares of common stock outstanding upon the completion of the IPO (excluding the placement units and underlying securities) plus all shares of Class A common stock and equity-linked securities issued or deemed issued in connection with the initial business combination (excluding any shares or equity-linked securities issued, or to be issued, to any seller in the initial business combination or any private placement-equivalent units and their underlying securities issued to our sponsor or its affiliates upon conversion of loans made to us). The term “equity-linked securities” refers to any debt or equity securities that are convertible, exercisable or exchangeable for shares of Class A common stock issued in a financing transaction in connection with our initial business combination, including but not limited to a private placement of equity or debt. Securities could be “deemed issued” for purposes of the conversion rate adjustment if such shares are issuable upon the conversion or exercise of convertible securities, warrants or similar securities. The holders of the founder shares have agreed not to transfer, assign or sell any of their founder shares until the earlier to occur of: (A) one year after the completion of our initial business combination and (B) subsequent to our initial business combination, (x) if the reported last sale price of our 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 our initial 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 our stockholders having the right to exchange their shares of common stock for cash, securities or other. Any permitted transferees will be subject to the same restrictions and other agreements of our initial stockholders with respect to any founder shares. | Note 8 — Stockholder’s Deficit Preferred Stock — outstanding Class A Common Stock outstanding Class B Common Stock — outstanding Both Class A and B stockholders vote together as a single class on all matters submitted to a vote of the Company stockholders, with each share of common stock entitling the holder to one vote. Class B shares are identical to the Class A shares except that Class B shares (founder shares) automatically convert into shares of Class A common stock at the time of the consummation of our initial business combination, on a one-for-one basis, subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like, and subject to further adjustment as provided herein. In the case that additional shares of Class A common stock, or equity-linked securities, are issued or deemed issued in excess of the amounts offered in this prospectus and related to the closing of the initial business combination, the ratio at which shares of Class B common stock shall convert into shares of Class A common stock will be adjusted (unless the holders of a majority of the outstanding shares of Class B common stock agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of shares of Class A common stock issuable upon conversion of all shares of Class B common stock will equal, in the aggregate, on an as-converted basis, 20% of the sum of the total number of all shares of common stock outstanding upon the completion of the IPO (excluding the placement units and underlying securities) plus all shares of Class A common stock and equity-linked securities issued or deemed issued in connection with the initial business combination (excluding any shares or equity-linked securities issued, or to be issued, to any seller in the initial business combination or any private placement-equivalent units and their underlying securities issued to our sponsor or its affiliates upon conversion of loans made to us). The term “equity-linked securities” refers to any debt or equity securities that are convertible, exercisable or exchangeable for shares of Class A common stock issued in a financing transaction in connection with our initial business combination, including but not limited to a private placement of equity or debt. Securities could be “deemed issued” for purposes of the conversion rate adjustment if such shares are issuable upon the conversion or exercise of convertible securities, warrants or similar securities. The holders of the founder shares have agreed not to transfer, assign or sell any of their founder shares until the earlier to occur of: (A) one year after the completion of our initial business combination and (B) subsequent to our initial business combination, (x) if the reported last sale price of our 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 our initial 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 our stockholders having the right to exchange their shares of common stock for cash, securities or other. Any permitted transferees will be subject to the same restrictions and other agreements of our initial stockholders with respect to any founder shares. |
Humacyte, Inc. | ||
Stockholders' Deficit | 8. Stockholders ’ Deficit Common Stock As of December 31, 2019 and 2020, and June 30, 2021 (unaudited), the Company ’ ’ The holders of common stock are entitled to receive dividends from time to time as may be declared by the Board of Directors. No cash dividend may be declared or paid to common stockholders until paid on each series of outstanding redeemable convertible preferred stock in accordance with its terms. Through December 31, 2020 and June 30, 2021 (unaudited), no The holders of common stock are entitled to one vote for each share held with respect to all matters voted on by the common stockholders of the Company. Preferred stockholders generally vote together with the holders of common stock as a single class ’ In the event of a Reorganization of the Company, after payment to the preferred stockholders of their liquidation preferences, holders of common stock are entitled, together with holders of redeemable convertible preferred stock, to share ratably in all remaining assets of the Company. As of December 31, 2019 and 2020 and June 30, 2021 (unaudited), the Company had reserved common stock for future issuances as follows: December 31, June 30, 2019 2020 2021 (Unaudited) Conversion of Series A redeemable convertible preferred stock 70,152,805 70,152,805 70,152,805 Conversion of Series B redeemable convertible preferred stock 91,919,158 91,919,158 91,919,158 Conversion of Series C redeemable convertible preferred stock 42,808,219 42,808,219 42,808,219 Conversion of Series D redeemable convertible preferred stock 60,216,780 60,216,780 60,216,780 Exercise of options under stock plan 19,880,073 18,330,574 24,831,266 Issuance of options under stock plan 10,422,521 11,228,478 4,391,144 Warrant to purchase common stock 125,520 125,520 1,095,616 295,525,076 294,781,534 295,414,988 Warrants In conjunction with a long-term debt agreement entered into on March 15, 2006 and paid in full during 2011, the Company issued a warrant that gave the holder the right to purchase 125,520 shares of the Company ’ In conjunction with the Loan Agreement entered into on March 30, 2021, the Company issued warrants that gave the holders the right to purchase 1,095,616 shares of the Company ’ ’ |
Stock-based Compensation
Stock-based Compensation | 6 Months Ended |
Jun. 30, 2021 | |
Humacyte, Inc. | |
Stock-based Compensation | 9. Stock-based Compensation The Company has adopted the 2015 Omnibus Incentive Plan, as amended, or the 2015 Plan, which allows for the grant of nonstatutory stock options, or NSOs, and incentive stock options, or ISOs, stock appreciation rights, restricted stock, restricted stock units and unrestricted stock awards to employees, officers, directors, and consultants in the service of the Company. The Company believes that such awards aid in aligning the interests of these persons with those of its stockholders. The Board of Directors determines the specific terms of equity incentive grants, including the exercise price per share and vesting period for option awards. Option awards are granted with an exercise price equal to the fair market value of the Company ’ The Company has granted options that include either a service-based or performance-based vesting condition and a 10-year contractual term. The service-based vesting condition is generally satisfied over 36 months from the date of grant. The performance-based vesting conditions are satisfied upon the attainment of certain product development milestones. The Company recognizes stock-based compensation expense based on the grant date fair value of the awards. Compensation expense related to awards with service-based vesting conditions is recognized on a straight-line basis over the requisite service period. Compensation expense related to awards with performance-based vesting conditions is recognized over the requisite service period using the accelerated attribution method to the extent achievement of the performance-based condition is probable. The Company does not recognize compensation expense related to awards with performance-based vesting conditions until it is probable that the performance-based vesting condition will be achieved. Forfeitures are accounted for as they occur. Option awards under the 2015 Plan generally provide for accelerated vesting of the unvested portions of any option award in the event of an involuntary termination, as such term is defined in the relevant stock option agreement, of a grantee ’ ’ In connection with the termination of Mr. Blankenship ’ “ ” Mr. Blankenship ’ The Company used the following assumptions on the date of grant to estimate the fair value of the stock options in the Black-Scholes option-pricing model as follows: Year Ended December 31, Six Months Ended June 30, 2019 2020 2020 2021 (Unaudited) (Unaudited) Estimated dividend yield 0 % 0 % 0 % 0 % Expected share price volatility 70.1%-87.7 % 89.4% - 91.6 % 89.4% - 91.4 % 91.0% - 92.1 % Risk-free interest rate 1.76% - 2.46 % 0.34% - 0.75 % 0.39% - 0.75 % 0.62% - 1.02 % Expected term of options (in years) 6.00 6.00 6.00 6.00 ● Fair Value of Common Stock. As the Company ’ s common stock has not historically been publicly traded, the fair value of the shares of its common stock underlying the options has historically been determined by the Company ’ s board of directors with input from management, after considering independent third-party valuation reports. ● Expected Term. The expected term represents the period that stock options are expected to be outstanding. The Company calculated the expected term using the simplified method for options, which is available where there is insufficient historical data about exercise patterns and post-vesting employment termination behavior. The simplified method is based on the vesting period and the contractual term for each grant, or for each vesting-tranche for awards with graded vesting. The mid-point between the vesting date and the maximum contractual expiration date is used as the expected term under this method. For awards with multiple vesting-tranches, the times from grant until the mid-points for each of the tranches may be averaged to provide an overall expected term. ● Expected Volatility. The expected volatility was based on the historical share volatility of several publicly traded peer companies over a period of time equal to the expected term of the options, as the Company does not have any trading history to use the volatility of its common stock. For purposes of identifying these peer companies, the Company considered the industry, stage of development, size and financial leverage of potential comparable companies. ● Risk-Free Interest Rate. The risk-free interest rate was based on the yields of US Treasury zero-coupon securities with maturities similar in duration to the expected term of the options. ● Expected Dividend Yield. The Company has not paid dividends on its common stock nor does it expect to pay dividends in the foreseeable future. Accordingly, the Company has estimated the dividend yield to be zero. At December 31, 2020 and June 30, 2021 (unaudited), there were 11,228,478 and 4,391,144 options remaining available for grant under the 2015 Plan. The Company has sufficient authorized and unissued shares to make all issuances currently available under the 2015 Plan. The following tables show a summary of stock-based compensation expense included in the statements of operations and comprehensive loss for the years ended December 31, 2019 and 2020, and the six months ended June 30, 2020 and 2021 (unaudited), and remaining unrecognized cost as of December 31, 2019 and 2020 and June 30, 2021 (unaudited): Year Ended December 31, For the Six Month Ended June 30, ($ in thousands) 2019 2020 2020 2021 (Unaudited) (Unaudited) Research and development $ 914 $ 1,135 $ 473 $ 1,351 General and administrative 3,543 3,559 1,823 4,107 Total $ 4,457 $ 4,694 $ 2,296 $ 5,458 As of December 31, June 30 ($ in thousands) 2019 2020 2021 (Unaudited) Unrecognized share-based compensation cost $ 7,919 $ 5,789 $ 14,496 Expected weighted average period compensation costs to be recognized (years) 1.8 1.7 2.3 A summary of option activity under the 2015 Plan during the years ended December 31, 2019 and 2020 and the six months ended June 30, 2021 (unaudited) is presented below: Weighted Average Weighted Remaining Aggregate Number of Average Exercise Contractual Term Intrinsic Value Shares Price Per Share (years) (in thousands) Options outstanding at December 31, 2018 21,473,871 $ 1.23 7.4 $ 21,354 Granted 2,365,100 $ 2.23 Exercised (2,364,227) $ 0.52 Forfeited (1,594,671) $ 2.00 Options outstanding at December 31, 2019 19,880,073 $ 1.37 6.5 $ 17,044 Granted 1,831,700 $ 2.57 Exercised (743,542) $ 0.41 Forfeited (2,637,657) $ 0.99 Options outstanding at December 31, 2020 18,330,574 $ 1.59 6.6 $ 20,422 Vested and exercisable, December 31, 2020 12,918,751 $ 1.31 5.9 $ 17,925 Vested and expected to vest, December 31, 2020 18,330,574 $ 1.59 6.6 $ 20,422 Weighted Average Weighted Remaining Aggregate Average Exercise Contractual Term Intrinsic Value Number of Shares Price Per Share (years) (in thousands) Options outstanding at December 31, 2020 18,330,574 $ 1.59 6.6 $ 20,422 Granted (unaudited) 6,999,500 $ 2.70 Exercised (unaudited) (336,642) $ 0.59 Forfeited (unaudited) (162,166) $ 1.78 Options outstanding at June 30, 2021 (unaudited) 24,831,266 $ 1.91 6.85 $ 19,567 Vested and exercisable, June 30, 2021 (unaudited) 15,803,754 $ 1.48 5.34 $ 19,194 Vested and expected to vest, June 30, 2021 (unaudited) 24,831,266 $ 1.48 6.85 $ 19,567 The total intrinsic value of options exercised during the years ended December 31, 2019 and 2020 and the six months ended June 30, 2020 and 2021 (unaudited) was $4.0 million, $1.4 million, $1.1 million and $0.7 million, respectively. The weighted-average grant-date fair value per share of options granted during the years ended December 31, 2019 and 2020 and the six months ended June 30, 2020 and 2021 (unaudited) was $2.23, $2.57, $2.23 and $2.70, respectively. |
Income Taxes
Income Taxes | 6 Months Ended | |
Jun. 30, 2021 | Dec. 31, 2020 | |
Income Taxes | Note 11 — Income Tax The Company’s net deferred tax assets are as follows: December 31, 2020 Deferred tax asset Organizational costs/Startup expenses $ 28,570 Federal Net Operating loss 20,430 Total deferred tax asset 49,000 Valuation allowance (49,000) Deferred tax asset, net of allowance $ — The income tax provision consists of the following: December 31, 2020 Federal Current $ — Deferred (49,000) State Current — Deferred — Change in valuation allowance (49,000) Income tax provision $ — The Company’s net operating loss carryforward as of December 31, 2020 amounted to $102,284 and will be carried forward indefinitely. 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 July 1, 2020 (inception) through December 31, 2020, the change in the valuation allowance was $49,000. Note 11 — Income Tax (continued) A reconciliation of the federal income tax rate to the Company’s effective tax rate at December 31, 2020 is as follows: Statutory federal income tax rate 21.0 % State taxes, net of federal tax benefit 0.0 % Change in fair value of warrant liabilities (29.1) % Offering expenses 4.6 % Change in valuation allowance 3.5 % Income tax provision — % The Company files income tax returns in the U.S. federal jurisdiction in various state and local jurisdictions and is subject to examination by the various taxing authorities, since inception. | |
Humacyte, Inc. | ||
Income Taxes | 10. Income Taxes The Company did not record any income tax expense or benefit during the years ended December 31, 2019 and 2020. The Company has a net operating loss and has provided a valuation allowance against net deferred tax assets due to uncertainties regarding the Company ’ Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Significant components of the Company ’ As of December 31, ($ in thousands) 2019 2020 Deferred tax assets: Net operating loss $ 50,616 $ 53,515 Capitalized research and development 19,660 32,337 Research credits 10,658 15,056 Share-based compensation 1,669 2,519 Right of use lease liability 207 177 Accrued expenses 71 57 Other 1 1 Total deferred tax asset 82,882 103,662 Less: valuation allowance (82,193) (101,757) Total net deferred tax asset 689 1,905 Deferred tax liabilities: Basis difference in fixed assets (482) (1,728) Right of use lease assets (207) (177) Total deferred tax liability (689) (1,905) Total net deferred tax asset/(liability) $ — $ — A valuation allowance is provided for deferred tax assets where the recoverability of the assets is uncertain. The determination to provide a valuation allowance is dependent upon the assessment of whether it is more likely than not that sufficient future taxable income will be generated to utilize the deferred tax assets. Based on the weight of the available evidence, which includes the Company ’ The reasons for the difference between the actual income tax benefit for the years ended December 31, 2019 and 2020, and the amount computed by applying the statutory Federal income tax rate to losses before income taxes are as follows: December 31, 2019 2020 ($ in thousands) Amount Rate Amount Rate Income tax benefit at statutory rate $ (17,939) 21.0 % $ (13,970) 21.0 % State income taxes, net of federal benefit (1,739) 2.0 % (1,338) 2.0 % Tax credits (1,821) 2.1 % (2,625) 3.9 % Other nondeductible expenses 54 0.0 % 90 (0.1) % Deferred rate changes 16 0.0 % 16 0.0 % Other 449 (0.5) % (1,736) 2.6 % Change in valuation allowance 20,980 (24.6) % 19,563 (29.4) % Provision for income taxes $ — 0.0 % $ — 0.0 % As of December 31, 2020 the Company had approximately $232.7 million and $232.6 million of Federal and state net operating losses, respectively. Of this amount, $71.5 million of Federal net operating losses are carried over indefinitely, while the remaining amount begins to expire in 2025. The Company ’ As of December 31, 2019 and December 31, 2020 the Company had Federal and state research tax credit carryforwards of $10.7 million and $15.1 million, respectively. These credit carryforwards begin to expire in 2021. Net operating loss carryforwards and tax credit carryforwards are subject to review and possible adjustment by the Internal Revenue Service, or IRS, and may become subject to an annual limitation in the event of certain cumulative changes in the ownership interest of significant stockholders or groups over a three-year period in excess of 50% as defined under Sections The Company applies the accounting guidance for uncertainties in income taxes, which prescribes a recognition threshold and measurement process for recording uncertain tax positions taken, or expected to be taken, in a tax return in the financial statements. Additionally, the guidance also prescribes the treatment for derecognition, classification, accounting in interim periods and disclosure requirements for uncertain tax positions. The Company accrues for the estimated amount of taxes for uncertain tax positions if it is more likely than not that the Company would be required to pay such additional taxes. On March 27, 2020, the CARES Act was passed by the U.S. Congress and signed into United ’ The Company ’ ’ |
Retirement Plan
Retirement Plan | 6 Months Ended |
Jun. 30, 2021 | |
Humacyte, Inc. | |
Retirement Plan | 11. Retirement Plan The Company maintains two defined contribution employee retirement plans, or 401(k) plans, for all employees upon their date of hire. The 401(k) plans are intended to qualify as tax-qualified plans under Section ’ ’ |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended | |
Jun. 30, 2021 | Dec. 31, 2020 | |
Commitments and Contingencies | Note 6 — Commitments & Contingencies Registration Rights The holders of the founder shares, placement units (including securities contained therein) and units (including securities contained therein) that may be issued upon conversion of working capital loans, and any shares of Class A common stock issuable upon the exercise of the placement warrants and any shares of Class A common stock and warrants (and underlying Class A common stock) that may be issued upon conversion of the units issued as part of the working capital loans and Class A common stock issuable upon conversion of the founder shares, will be entitled to registration rights pursuant to a registration rights agreement to be signed prior to September 22, 2020 the effective date of the IPO, requiring us to register such securities for resale (in the case of the founder shares, only after conversion to our Class A common stock). The holders of the majority of these securities are entitled to make up to three demands, excluding short form demands, that the Company registers such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of an initial business combination and rights to require us to register for resale such securities pursuant to Rule 415 under the Securities Act. The registration rights agreement does not contain liquidated damages or other cash settlement provisions resulting from delays in registering our securities. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Notwithstanding the foregoing, the representative and Northland may not exercise their demand and “piggyback” registration rights after five (5) and seven (7) years after the effective date of the registration statement and may not exercise their demand rights on more than one occasion. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriters Agreement On September 22, 2020, the underwriters were paid an underwriting discount of two percent (2.0%) of the gross proceeds of the IPO, or $2,000,000. In addition, the underwriters are entitled to a deferred underwriting fee of three and a half percent (3.5%) of the gross proceeds of the IPO upon the completion of the Company’s initial business combination. The underwriters have agreed that up to 1% of the deferred underwriting fee may be re-directed to other Financial Industry Regulatory Authority (FINRA) member firms that have provided services in connection with the identification and consummation of a business combination, in the sole discretion of the Company; provided, that all such payments to other FINRA member firms may only be made if permitted under applicable law. The Company may reduce the deferred underwriting fee by up to 50% based on stockholders redeeming their shares for their pro-rata amount of the proceeds in the Trust Account; provided, however, that (a) the underwriters’ maximum deferred underwriting fee reduction based on stockholder redemptions will be 50% regardless of whether stockholder redemptions exceed 50%; and (b) any sums paid to other advisors as discussed above, will be credited against the reduction of and added back to the deferred underwriting fee payable to the underwriters; and (c) under no circumstance will the deferred underwriting fee be less than 1.75% of the gross proceeds of the IPO. As June 30, 2021, the Company accrued a deferred underwriting fee of $2,122,723. Legal Matters The Company has engaged a law firm to assist the Company with its legal matters in identifying, negotiating, and consummating a Business Combination, as well as assisting with other legal matters. In the event of a successful Business Combination, the amount of fees to be paid will be agreed upon between the Company and the law firm in light of all the facts and circumstances at that point in time. If a Business Combination does not occur, the Company will not be required to pay this contingent fee. Management is unable to determine the amount of the legal fees to be paid at this time. There can be no assurance that the Company will complete a Business Combination. | Note 7 — Commitments & Contingencies Registration Rights The holders of the founder shares, placement units (including securities contained therein) and units (including securities contained therein) that may be issued upon conversion of working capital loans, and any shares of Class A common stock issuable upon the exercise of the placement warrants and any shares of Class A common stock and warrants (and underlying Class A common stock) that may be issued upon conversion of the units issued as part of the working capital loans and Class A common stock issuable upon conversion of the founder shares, will be entitled to registration rights pursuant to a registration rights agreement to be signed prior to September 22, 2020 the effective date of the IPO, requiring us to register such securities for resale (in the case of the founder shares, only after conversion to our Class A common stock). The holders of the majority of these securities are entitled to make up to three demands, excluding short form demands, that the Company registers such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of an initial business combination and rights to require us to register for resale such securities pursuant to Rule 415 under the Securities Act. The registration rights agreement does not contain liquidated damages or other cash settlement provisions resulting from delays in registering our securities. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Notwithstanding the foregoing, the representative and Northland may not exercise their demand and “piggyback” registration rights after five (5) and seven (7) years after the effective date of the registration statement and may not exercise their demand rights on more than one occasion. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriters Agreement On September 22, 2020, the underwriters were paid an underwriting discount of two percent (2.0%) of the gross proceeds of the IPO, or $2,000,000. In addition, the underwriters are entitled to a deferred underwriting fee of three and a half percent (3.5%) of the gross proceeds of the IPO upon the completion of the Company’s initial business combination. The underwriters have agreed that up to 1% of the deferred underwriting fee may be re-directed to other Financial Industry Regulatory Authority (FINRA) member firms that have provided services in connection with the identification and consummation of a business combination, in the sole discretion of the Company; provided, that all such payments to other FINRA member firms may only be made if permitted under applicable law. The Company may reduce the deferred underwriting fee by up to 50% based on stockholders redeeming their shares for their pro-rata amount of the proceeds in the Trust Account; provided, however, that (a) the underwriters’ maximum deferred underwriting fee reduction based on stockholder redemptions will be 50% regardless of whether stockholder redemptions exceed 50%; and (b) any sums paid to other advisors as discussed above, will be credited against the reduction of and added back to the deferred underwriting fee payable to the underwriters; and (c) under no circumstance will the deferred underwriting fee be less than 1.75% of the gross proceeds of the IPO. As December 31, 2020, the Company accrued a deferred underwriting fee of $1,959,758 assuming no over-allotment is exercised. Note 7 — Commitments & Contingencies (continued) Legal Matters The Company has engaged a law firm to assist the Company with its legal matters in identifying, negotiating, and consummating a Business Combination, as well as assisting with other legal matters. In the event of a successful Business Combination, the amount of fees to be paid will be agreed upon between the Company and the law firm in light of all the facts and circumstances at that point in time. If a Business Combination does not occur, the Company will not be required to pay this contingent fee. Management is unable to determine the amount of the legal fees to be paid at this time. There can be no assurance that the Company will complete a Business Combination. |
Humacyte, Inc. | ||
Commitments and Contingencies | 12. Commitments and Contingencies Patent License Agreements Duke University In March licensed services. The Company has also agreed to meet certain benchmarks in its development efforts, including as to development events, clinical trials, regulatory submissions and marketing approval, within specified timeframes. Under the license agreement, Duke retains the right to use the patent rights for its own educational and research purposes, and to provide the patent rights to other non-profit, governmental or higher-learning institutions for non-commercial purposes without paying royalties or other fees. In connection with the Company ’ ’ ● a low single-digit percentage royalty on eligible sales of licensed products and licensed services, plus a low double-digit percentage of any sublicensing revenue; ● an annual minimum royalty beginning in 2012, which increases in the calendar year immediately following the first commercial sale of licensed products or licensed services (whichever occurs first); and ● an additional amount in license fees, as certain milestones are met. The license agreement remains effective until the last of the patent rights expires or four years after our first commercial sale, unless earlier terminated. Either party may terminate the agreement for fraud, willful misconduct or illegal conduct, or uncured material breach. Duke may terminate the agreement if the Company becomes insolvent. Duke may also terminate the license, convert the license into a non-exclusive license or seek assignment of any sublicense if the Company fails to reach diligence milestones within the applicable time period. If the Company abandons any claim, patent or patent application, its rights under the license with respect to such patent rights will be terminated in the territory in which the Company abandons such rights. The Company may terminate the license agreement unilaterally upon three months ’ Yale University In February ’ In August ’ In August ’ The Company has agreed to use reasonable commercial efforts to develop and commercialize the licensed patents and any licensed products and methods, and to use reasonable efforts to make the licensed products available to patients in low and low-middle income countries. The Company is also obligated to provide Yale periodically an updated and revised copy of its plan for each license, which must indicate progress of its development and commercialization. The Company may also sublicense the Company ’ ’ In connection with its entry into the license agreement, the Company paid Yale upfront cash fees. The Company has also agreed to pay Yale: ● annual maintenance fees, increasing between the first anniversary of the agreement until the fifth anniversary for the coating and BVP licenses and until the fourth anniversary for the tubular prostheses license up to a maximum of less than $0.1 million per year; ● milestone payments upon achievement of certain regulatory and commercial milestones of $0.2 million and $0.6 million; ● a low single-digit percentage royalty on worldwide net sales, subject to reductions for third-party license fees; and ● a low double-digit percentage of sublicensing income. If the Company or any of its future sublicensees bring a patent challenge against Yale or assists another party in bringing a patent challenge against Yale, the license fees described above will be subject to certain increases and penalties. The agreements expire on a country-by-country basis on the date on which the last of the patents in such country expires, lapses or is declared invalid. Yale may terminate the agreements if the Company fails to (i) ’ ’ ’ ’ Legal Matters The Company currently is not aware of any legal proceedings or claims that management believes will have, individually or in the aggregate, a material adverse effect on the Company ’ Indemnification To the extent permitted under Delaware law, the Company has agreed to indemnify its directors and officers for certain events or occurrences while the director or officer is, or was serving, at the Company ’ ’ ’ |
Related Party Transactions_2_3
Related Party Transactions | 6 Months Ended | |
Jun. 30, 2021 | Dec. 31, 2020 | |
Related Party Transactions | Note 5 — Related Party Transactions Founder Shares On July 20, 2020, the Company issued 2,875,000 shares of Class B common stock to its initial stockholder, AHAC Sponsor, LLC for $25,000, or approximately $0.01 per share. The founder shares include an aggregate of up to 375,000 shares subject to forfeiture if the over-allotment option is not exercised by the underwriters in full. The over-allotment option was not exercised by the underwriters during the 45-day option period; thus, 375,000 shares were forfeited accordingly as of November 1, 2020. As of June 30, 2021 and December 31, 2020, 2,500,000 shares of common stock (the “Founder Shares”) are issued and outstanding. Promissory Note — Related Party On July 1, 2020, the Company issued an unsecured promissory note to the sponsor, pursuant to which the Company may borrow up to an aggregate principal amount of $300,000 to be used for a portion of the expenses of the IPO. This loan is non-interest bearing, unsecured, and due on the earlier of (a) June 30, 2021 or (b) the date on which the Company completes the IPO. The loan was paid off on June 30, 2021. Administrative Service Fee The Company has agreed, commencing on the effective date of the prospectus, to pay an affiliate of the Company’s sponsor a monthly fee of an aggregate of $10,000 for general and administrative services including office space, utilities and secretarial and administrative support. This arrangement will terminate upon completion of a business combination or the liquidation of the Company. For the six months ended June 30, 2021, the Company incurred $60,000 in administrative service fee. Related Party Loans In addition, in order to finance transactions costs in connection with a business combination, the sponsor, or certain of the Company’s officers, directors, or their affiliates 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 would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would 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. 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. 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 converted into units of the post business combination entity at a price of $10.00 per unit. | Note 6 — Related Party Transactions Founder Shares On July 20, 2020, the Company issued 2,875,000 shares of Class B common stock to its initial stockholder, AHAC Sponsor, LLC for $25,000, or approximately $0.01 per share. The founder shares include an aggregate of up to 375,000 shares subject to forfeiture if the over-allotment option is not exercised by the underwriters in full. The over-allotment option was not exercised by the underwriters during the 45-day option period; thus, 375,000 shares were forfeited accordingly as of November 1, 2020. As of December 31, 2020, 2,500,000 shares of common stock (the “Founder Shares”) are issued and outstanding Promissory Note — Related Party On July 1, 2020, the Company issued an unsecured promissory note to the sponsor, pursuant to which the Company may borrow up to an aggregate principal amount of $300,000 to be used for a portion of the expenses of the IPO. This loan is non-interest bearing, unsecured, and due on the earlier of (a) March 31, 2021 or (b) the date on which the Company completes the IPO. The loan will be repaid out of the offering proceeds not held in the Trust Account. As of December 31, 2020, the Company had $95,136 in borrowings outstanding under the promissory note. The note was paid in full in January 2021. Administrative Service Fee The Company has agreed, commencing on the effective date of the prospectus, to pay an affiliate of the Company’s sponsor a monthly fee of an aggregate of $10,000 for general and administrative services including office space, utilities and secretarial and administrative support. This arrangement will terminate upon completion of a business combination or the liquidation of the Company. For the period July 1, 2020 (inception) through December 31, 2020, the Company has accrued $34,334 of administrative fees as a due to related party payable. Note 6 — Related Party Transactions (continued) Related Party Loans In addition, in order to finance transactions costs in connection with a business combination, the sponsor, or certain of the Company’s officers, directors, or their affiliates 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 would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would 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. 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. 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 converted into units of the post business combination entity at a price of $10.00 per unit. |
Humacyte, Inc. | ||
Related Party Transactions | 13. Related Party Transactions Fresenius Medical Care distribution agreement In addition to Fresenius Medical Care ’ ’ The Company is responsible for developing and seeking regulatory approval for the distribution product in the field in the United States. For countries outside the United States, the parties agreed to use commercially reasonable efforts to satisfy certain agreed minimum market entry criteria for the distribution product in the field in such country. For the EU, once such criteria have been satisfied for the applicable country, or if the parties otherwise mutually agree to obtain regulatory approval for the distribution product in the field in the applicable country, the Company agreed to use commercially reasonable efforts to obtain such regulatory approval (other than pricing approval), and Fresenius Medical Care agreed to use commercially reasonable efforts to obtain the corresponding pricing approval. For the rest of the world (i.e., outside the United States and the EU), once such criteria have been satisfied for the applicable country, or if the parties otherwise mutually agree to obtain regulatory and pricing approval for the distribution product in the field in the applicable country, Fresenius Medical Care agreed to use commercially reasonable efforts to obtain such approvals, and the Company agreed to use commercially reasonable efforts to support Fresenius Medical Care in its efforts. Under the distribution agreement, the Company grants an exclusive, sublicensable license to Fresenius Medical Care under the patents, know-how and regulatory materials controlled by the Company during the term to commercialize the distribution product in the field outside the United States, subject to the Company ’ The distribution agreement provides that the Company will own all know-how and patents that primarily relate to the distribution product or its manufacture that are created, conceived or developed by or on behalf of either party in the performance of activities under the distribution agreement. Ownership of all other know-how, patents, materials and other intellectual property created, conceived or developed during the performance of activities under the distribution agreement will be determined in accordance with U.S. patent laws for determining inventorship. The Company is obligated to make payments to Fresenius Medical Care based on a share of aggregate net sales by or on behalf of the Company of the distribution product in the United States in the field. Such revenue-share payments will be a percentage of net sales in the low double digits, without regard to the calendar year in which such net sales are attributable, until such time that the Company has paid to Fresenius Medical Care a certain total amount, at which time the revenue-share will decrease to a percentage of net sales in the mid-single digits. The amounts that Fresenius Medical Care will be obligated to pay the Company under the distribution agreement for sales of the distribution product in the field outside of the United States will vary. Fresenius Medical Care agreed to pay the Company initially, on a country-by-country basis for sales outside of the United States, the amount equal to the average cost of manufacturing the Company ’ The distribution agreement will generally continue on a country-by-country basis until the later of (a) the tenth anniversary of the launch date of the distribution product in the relevant country or (b) the expiration of the last-to-expire valid claim of specified patents in such country. Each party is permitted to terminate the distribution agreement for insolvency of, or, under certain circumstances, including various cure periods, material breach by the other party. Subject to a cure period, Fresenius Medical Care may also terminate the distribution agreement in its entirety or on a country-by-country basis (i) for certain withdrawals of regulatory approval or (ii) for termination or expiration of any of our in-licenses that is necessary for the exercise of Fresenius Medical Care ’ ’ Arrangements with Dr. Niklason and Yale University In September The MOU provided for the Company to make a payment each year through 2023 to the academic institution with which Dr. ’ ’ The following table shows a summary of related party expenses included in the statements of operations and comprehensive loss for the years ended December 31, 2019 and 2020 and the six months ended June 30, 2020 and 2021 (unaudited): Year Ended December 31, Six Months Ended June 30, ($ in thousands) 2019 2020 2020 2021 (Unaudited) (Unaudited) Expenses under MOU 422 500 250 — License expenses 110 92 50 85 Other 39 28 13 81 Total 571 620 313 166 As of December 31, 2019, December 31, 2020 and June 30, 2021 (unaudited), the Company was a party to license agreements with Yale University, as described in Note 12 — |
Subsequent Events_2_3
Subsequent Events | 6 Months Ended | |
Jun. 30, 2021 | Dec. 31, 2020 | |
Subsequent Events | Note 13 — Subsequent Events The Company evaluated subsequent events and transactions that occurred after the balance sheet date through the date that the financial statements were issued. Based upon this review, other than as described above, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements. | |
Humacyte, Inc. | ||
Subsequent Events | 14. Subsequent Events In preparing the financial statements for the years ended December 31, 2019 and 2020, the Company evaluated the effect subsequent events would have on the financial statements through March 22, 2021, which is the date the financial statements were issued. Under the terms of her employment agreement, the Company awarded Dr. Niklason an additional stock option award in January 2021 entitling her to purchase 5,000,000 shares of the Company ’ none On February 17, 2021, the Company entered into a business combination agreement with Alpha Healthcare Acquisition Corp. ( “ ” “ ” “ ” ’ ’ ’ ’ ’ No |
Subsequent Events (unaudited)
Subsequent Events (unaudited) | 6 Months Ended |
Jun. 30, 2021 | |
Humacyte, Inc. | |
Subsequent Events (unaudited) | 15. Subsequent Events (unaudited) In preparing the unaudited interim financial statements as of June 30, 2021 and for the six months ended June 30, 2021, the Company evaluated the effect subsequent events would have on the financial statements through August 27, 2021, which is the date the unaudited interim financial statements were issued. In connection with the First Amendment to the Loan and Security Agreement, dated June 30, 2021, by and among Silicon Valley Bank, SVB Innovation Credit Fund VIII, L.P. and Humacyte, Inc., $10.0 million of cash was classified as restricted cash on July 9, 2021, pursuant to the minimum liquidity provision of the agreement. On August 26, 2021 (the “ ” “ ” Pursuant to the terms of the business combination agreement, each outstanding share of the Company ’ “ ’ ’ ’ ’ ’ ’ ’ “ ” Upon the Closing, 2,500,000 Class B shares of AHAC (Founder Shares) automatically converted into shares of New Humacyte, on a one-for-one basis. In addition, pursuant to the terms of the business combination agreement, (1) warrants to purchase shares of capital stock of the Company were converted into warrants to purchase an aggregate of 287,704 shares of New Humacyte ’ ’ Including the $223.5 million in net proceeds from the Merger and the related PIPE Investment received on August 26, 2021 and the cash and cash equivalents on hand, the Company believes its combined cash and cash equivalents will be sufficient to fund operations, including clinical trial expenses and capital expenditure requirements for at least 12 months from August 27, 2021, the issuance date of these interim financial statements. Subsequent to the Closing Date, eligible former equity holders of the Company may receive up to 15 million additional shares of New Humacyte ’ “ ” “ ” ’ |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 6 Months Ended | |
Jun. 30, 2021 | Dec. 31, 2020 | |
Organization and Description of Business | Note 1 — Organization and Business Operations Organization and General Alpha Healthcare Acquisition Corp. (the “Company”) was incorporated as a Delaware corporation on July 1, 2020. The Company was incorporated 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 “Business Combination”). The Company has not selected any specific business combination target and the Company has not, nor has anyone on its behalf, initiated any substantive discussions, directly or indirectly, with any business combination target. The Company has selected December 31 as its fiscal year end. On February 17, 2021, the Company entered into a business combination agreement (the “Business Combination Agreement”) by and among the Company, Hunter Merger Sub, Inc., a Delaware corporation (“Merger Sub”), and Humacyte, Inc., a Delaware corporation (“Humacyte”). The Business Combination Agreement provides, among other things, that on the terms and subject to the conditions set forth therein, Merger Sub will merge with and into Humacyte, with Humacyte surviving as a wholly-owned subsidiary of the Company (the “Business Combination”). Upon the closing of the Business Combination (the “Closing”), it is anticipated that the Company will change its name to “Humacyte, Inc.” As of June 30, 2021, the Company had not yet commenced any operations. All activity through June 30, 2021, relates to the Company’s formation and the Initial Public Offering (“IPO”) described below. 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 on cash and cash equivalents from the proceeds derived from the IPO. Financing The registration statement for the Company’s IPO was declared effective on September 17, 2020 (the “Effective Date”). On September 22, 2020, the Company consummated the IPO of 10,000,000 units (the “Units” and, with respect to the shares of Class A common stock included in the Units sold, the “Public Shares”), at $10.00 per Unit, generating gross proceeds of $100,000,000, which is described in Note 3. Simultaneously with the closing of the IPO, the Company consummated the sale of 355,000 Units (the “Private Placement Units”) the Sponsor, Oppenheimer & Co. Inc. (“Oppenheimer”) and Northland Securities, Inc. (“Northland”) at a purchase price of $10.00 per Private Placement Unit, generating gross proceeds to the Company of $3,550,000, which is described in Note 4. Transaction costs amounted to $4,197,388 consisting of $2,000,000 of underwriting fee, $1,959,758 of deferred underwriting fee and $329,713 of other offering costs. Of the total transaction cost $317,023 was expensed as non-operating expenses in that statement of operations with the rest of the offering cost charged to stockholders’ equity. The transaction costs were allocated based on the relative fair value basis, compared to the total offering proceeds, between the fair value of the public warrant liabilities and the Class A common stock. Trust Account Following the closing of the IPO on September 22, 2020, an amount of $100,000,000 from the net proceeds of the sale of the Units in the IPO and the sale of the Private Placement Units was placed in a trust account (“Trust Account”) which will be invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of 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 meeting the conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company. Except with respect to interest earned on the funds held in the trust account that may be released to the Company to pay its tax obligations, the proceeds from the IPO and the sale of the private placement units will not be released from the trust account until the earliest of (a) the completion of the Company’s initial business combination, (b) the redemption of any public shares properly submitted in connection with a stockholder vote to amend the Company’s amended and restated certificate of incorporation, and (c) the redemption of the Company’s public shares if the Company is unable to complete the initial business combination within 24 months from the closing of the IPO, subject to applicable law. The proceeds deposited in the trust account could become subject to the claims of the Company’s creditors, if any, which could have priority over the claims of the Company’s public stockholders. Initial Business Combination The Company’s management has broad discretion with respect to the specific application of the net proceeds of the IPO, although substantially all of the net proceeds are intended to be generally applied toward consummating a business combination. The Company’s business combination must be with one or more target businesses that together have a fair market value equal to at least 80% of the balance in the Trust Account (as defined below) (net of taxes payable) at the time of the signing an agreement to enter into a business combination. However, the Company will only complete a business combination if the post-business combination company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. There is no assurance that the Company will be able to successfully effect a business combination. The Company will provide its public stockholders with the opportunity to redeem all or a portion of their public shares upon the completion of the initial business combination either (i) in connection with a stockholder meeting called to approve the initial business combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a proposed initial business combination or conduct a tender offer will be made by the Company, solely in its discretion. The stockholders will be entitled to redeem their shares for a pro rata portion of the amount then on deposit in the Trust Account (initially $10.00 per share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations). The shares of common stock subject to redemption is recorded at a redemption value and classified as temporary equity upon the completion of the IPO, in accordance with Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” In such case, the Company will proceed with a business combination if the Company has net tangible assets of at least $5,000,001 either immediately prior to or upon consummation of a business combination and, if the Company seeks stockholder approval, a majority of the issued and outstanding shares voted are voted in favor of the business combination. The Company will have 24 months from the closing of the IPO (with the ability to extend with stockholder approval) to consummate a business combination (the “Combination Period”). However, if the Company is unable to complete a business combination within the Combination Period, the Company will redeem 100% of the outstanding public shares for a pro rata portion of the funds held in the Trust Account, equal to the aggregate amount then on deposit in the trust account including interest earned on the funds held in the trust account and not previously released to the Company, divided by the number of then outstanding public shares, subject to applicable law and as further described in the registration statement, and then seek to dissolve and liquidate. The Company’s sponsor, officers and directors have agreed to (i) waive their redemption rights with respect to their founder shares, private placement shares and public shares in connection with the completion of the initial business combination, (ii) waive their redemption rights with respect to their founder shares and public shares in connection with a stockholder vote to approve an amendment to the Company’s amended and restated certificate of incorporation, and (iii) waive their rights to liquidating distributions from the trust account with respect to their founder shares and private placement shares if the Company fails to complete the initial business combination within the Combination Period. The Company’s sponsor has agreed that it will 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 entered into a written letter of intent, confidentiality or similar agreement or business combination 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 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 the monies held in the trust account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of the underwriters of the IPO against certain liabilities, including liabilities under the Securities Act. However, the Company has not asked its sponsor to reserve for such indemnification obligations, nor has the Company independently verified whether its sponsor has sufficient funds to satisfy its indemnity obligations and believe that the Company’s sponsor’s only assets are securities of the Company. Therefore, the Company cannot assure that its sponsor would be able to satisfy those obligations. Proposed Business Combination with Humacyte Business Combination Agreement If the Business Combination Agreement is approved and adopted and the business combination is subsequently completed, Merger Sub will merge with and into Humacyte, with Humacyte as the surviving company in the merger and, after giving effect to such merger, Humacyte shall be a wholly owned subsidiary of AHAC. Under the terms of the Business Combination Agreement, at the effective time of the Business Combination (the “Effective Time”), (i) each outstanding share of Humacyte common stock will be cancelled and converted into the right to receive a number of shares of common stock of New Humacyte (the “New Humacyte common stock”) equal to the Exchange Ratio (as defined in this proxy statement/prospectus); (ii) each outstanding share of Humacyte preferred stock will be cancelled and converted into the right to receive a number of shares of New Humacyte common stock equal to (A) the aggregate number of shares of Humacyte common stock that would be issued upon conversion of the shares of Humacyte preferred stock based on the applicable conversion ratio immediately prior to the Effective Time, multiplied by (B) the Exchange Ratio; and (iii) each outstanding Humacyte option or warrant will be converted into an option or warrant, as applicable, to purchase a number of shares of New Humacyte common stock equal to (A) the number of shares of Humacyte common stock subject to such option or warrant multiplied by (B) the Exchange Ratio at an exercise price per share equal to the current exercise price per share for such option or warrant divided by the Exchange Ratio; in each case, rounded down to the nearest whole share. Holders of shares of Humacyte common stock and Humacyte preferred stock also will be eligible to receive up to an aggregate of 15,000,000 shares of New Humacyte common stock based on the share price performance of the New Humacyte common stock. The Exchange Ratio is approximately 0.26260. Sponsor Support Agreement In connection with the execution of the Business Combination Agreement, Sponsor and the other holders (the “Company Supporting Stockholders”) of the Class B Common Stock entered into a support agreement with AHAC and Humacyte (the “Sponsor Support Agreement”). Under the Sponsor Support Agreement, each Company Supporting Stockholder agreed to vote, at any meeting of the stockholders of AHAC and in any action by written consent of the stockholders of AHAC, all of such Company Supporting Stockholder’s Class A Common Stock and Class B Common Stock (i) in favor of (a) the Business Combination Agreement and the transactions contemplated thereby and (b) the other proposals that AHAC and Humacyte agreed in the Business Combination Agreement shall be submitted at such meeting for approval by AHAC’s stockholders together with the proposal to obtain the Company Stockholder Approval (the “Required Transaction Proposals”) and (ii) against any proposal that conflicts or materially impedes or interferes with any Required Transaction Proposals or that would adversely affect or delay the Business Combination. The Sponsor Support Agreement also prohibits each Company Supporting Stockholder from, among other things and subject to certain exceptions, selling, assigning or transferring any Class A Common Stock or Class B Common Stock held by such Company Supporting Stockholder or taking any action that would have the effect of preventing or materially delaying such Company Supporting Stockholder from performing his, her or its obligations under the Sponsor Support Agreement. In addition, in the Sponsor Support Agreement, each Company Supporting Stockholder agreed to waive, and not to assert or perfect, among other things, any rights to adjustment or other anti-dilution protections with respect to the rate at which the shares of Class B Common Stock held by the Company Supporting Stockholders convert into shares of Class A Common Stock in connection with the transactions contemplated by the Business Combination Agreement. Humacyte Support Agreement In connection with the execution of the Business Combination Agreement, certain Humacyte stockholders (the “Humacyte Supporting Stockholders”) entered into a support agreement with AHAC (the “Humacyte Support Agreement”). Under the Humacyte Support Agreement, each Humacyte Supporting Stockholder agreed, within two business days following the date that AHAC delivers the proxy statement/prospectus to AHAC’s stockholders (following the date that the proxy statement/prospectus becomes effective), to execute and deliver a written consent with respect to all outstanding shares of Humacyte common stock and preferred stock held by such Humacyte Supporting Stockholder (the “Subject Humacyte Shares”) approving the Business Combination Agreement and the transactions contemplated thereby. In addition to the foregoing, each Humacyte Supporting Stockholder agreed that, at any meeting of the holders of Humacyte capital stock, each such Humacyte Supporting Stockholder will appear at the meeting, in person or by proxy, and cause its Subject Humacyte Shares to be voted (i) to approve and adopt the Business Combination Agreement, the transactions contemplated thereby, and any other matters necessary or reasonably requested by Humacyte for consummation of the Business Combination; and (ii) against any proposal that conflicts or materially impedes or interferes with, or would adversely affect or delay, the consummation of the transactions contemplated by the Business Combination Agreement. The Humacyte Support Agreement also prohibits the Humacyte Supporting Stockholders from, among other things, (i) transferring any of the Subject Humacyte Shares; (ii) entering into (a) any option, commitment or other arrangement that would require the Humacyte Support Stockholders to transfer the Subject Humacyte Shares, or (b) any voting trust, proxy or other contract with respect to the voting or transfer of the Subject Humacyte Shares; or (iii) taking any action in furtherance of the foregoing. In addition, under the Humacyte Support Agreement, each Humacyte Supporting Stockholder agreed (i) not to exercise any rights of appraisal or dissenter’s rights relating to the Business Combination Agreement and the transactions contemplated thereby; and (ii) to irrevocably waive, on behalf of itself and each other holder of Humacyte preferred stock, any right to certain payments upon liquidation of Humacyte pursuant to its certificate of incorporation. PIPE Subscription Agreements In connection with the Business Combination, the Company entered into subscription agreements with certain investors (the “Subscription Agreements”), pursuant to which, among other things, certain investors (the “PIPE Investors”) have subscribed to purchase an aggregate of 17,500,000 shares of Class A Common Stock (together, the “PIPE Investment”) for a purchase price of $10.00 per share, or an aggregate purchase price of $175,000,000, which shares are to be issued at the Closing. The obligations of each party to consummate the PIPE Investment are conditioned upon, among other things, customary closing conditions and the consummation of the transactions contemplated by the Business Combination Agreement. The closing of the PIPE Investment will occur on the date of and immediately prior to the consummation of the Business Combination and is conditioned thereon and on other customary closing conditions. The Class A Common Stock to be issued pursuant to the Subscription Agreements has not been registered under the Securities Act, and will be issued in reliance upon the exemption provided under Section 4(a)(2) of the Securities Act and Regulation D promulgated thereunder. The Subscription Agreements will terminate and be void and of no further force or effect upon the earliest to occur of: (a) such date and time as the Business Combination Agreement is terminated in accordance with its terms, (b) the mutual written consent of each of the parties to each such Subscription Agreement, (c) AHAC’s notification to the PIPE Investors in writing that it has abandoned its plans to move forward with the Business Combination and/or has terminated a PIPE Investor’s obligations, (d) the conditions to closing set forth in the Subscription Agreement not having been satisfied or waived on or prior to the date of the Closing and, as a result thereof, the transactions contemplated by the Subscription Agreement are not consummated at the Closing, or (e) the Termination Date, if the Closing has not occurred on or prior to such date. Investor Rights and Lock-up Agreement At the Effective Time, AHAC and certain of the Humacyte stockholders and AHAC stockholders will enter into the Investor Rights and Lock-up Agreement, pursuant to which, among other things, (a) such stockholders (i) will agree not to effect any sale or distribution of any shares held by any of them during the one-year lock-up period described therein, (ii) will be granted certain registration rights with respect to certain shares of securities held by them, and (iii) provides for certain provisions related to the New Humacyte Board, in each case, on the terms and subject to the conditions therein. Pursuant to the Investor Rights and Lock-up Agreement, the Sponsor and Messrs. Carlson, Robertson, Springer and Xie, directors of AHAC, will have the right to designate, and the New Humacyte Board will nominate, one individual for election to the New Humacyte Board for so long as the designating stockholders collectively own at least 5.0% of New Humacyte common stock. If the volume weighted average price (“VWAP”) of New Humacyte common stock on Nasdaq, or any other national securities exchange on which New Humacyte common stock is then traded, is greater than or equal to $15.00 over any 20 trading days within any 30 trading day period following the Closing, then, commencing at least 180 days after the Closing, the lock-up period shall be deemed to have expired with respect to 50% of the shares of New Humacyte common stock held by each party subject to the Investor Rights and Lock-up Agreement. The lock-up period shall not apply to any shares purchased in the PIPE Investment by parties to the Investor Rights and Lock-up Agreement. Lock-up Agreement At the Effective Time, certain Humacyte stockholders who do not enter into the Investor Rights and Lock-up Agreement will enter into a lock-up agreement (the “Lock-up Agreement”) restricting their ability to transfer. The Lock-up Agreement has substantially the same terms as the Investor Rights and Lock-up Agreement, described above in “— Investor Rights and Lock-up Agreement The above description of the proposed Business Combination should be read in conjunction with the disclosures contained in the Form S-4 originally filed by the Company with the SEC on March 23, 2021 and declared effective by the SEC on August 4, 2021. Liquidity As of June 30, 2021, the Company had cash outside the Trust Account of $383,400 available for working capital needs. All remaining cash held in the Trust Account are generally unavailable for the Company’s use, prior to an initial business combination, and is restricted for use either in a Business Combination or to redeem common stock. As of June 30, 2021 and December 31, 2020, none of the amount in the Trust Account was available to be withdrawn as described above. Through June 30, 2021, the Company’s liquidity needs were satisfied through receipt of $25,000 from the sale of the founder shares, advances from the Sponsor in an aggregate amount of $147,763 and the remaining net proceeds from the IPO and the sale of Private Placement Units. The Company anticipates that the $383,400 outside of the Trust Account as of June 30, 2021, will be sufficient to allow the Company to operate for at least the next 12 months from the issuance of the financial statements, assuming that a Business Combination is not consummated during that time. Until consummation of its Business Combination, the Company will be using the funds not held in the Trust Account, and any additional Working Capital Loans (as defined in Note 5) from the initial stockholders, the Company’s officers and directors, or their respective affiliates (which is described in Note 5), for identifying and evaluating prospective acquisition candidates, performing business due diligence on prospective target businesses, traveling to and from the offices, plants or similar locations of prospective target businesses, reviewing corporate documents and material agreements of prospective target businesses, selecting the target business to acquire and structuring, negotiating and consummating the Business Combination. The Company does not believe it will need to raise additional funds in order to meet the expenditures required for operating its business. However, if the Company’s estimates of the costs of undertaking in-depth due diligence and negotiating business combination is less than the actual amount necessary to do so, the Company may have insufficient funds available to operate its business prior to the business combination. Moreover, the Company will need to raise additional capital through loans from its Sponsor, officers, directors, or third parties. None of the Sponsor, officers or directors are under any obligation to advance funds to, or to invest in, the Company. If the Company is unable to raise additional capital, it may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit of its business plan, and reducing overhead expenses. The Company cannot provide any assurance that new financing will be available to it on commercially acceptable terms, if at all. Risks and Uncertainties On January 30, 2020, the World Health Organization (“WHO”) announced a global health emergency because of a new strain of coronavirus (the “COVID-19 outbreak”). In March 2020, the WHO classified the COVID-19 outbreak as a pandemic, based on the rapid increase in exposure globally. The full impact of the COVID-19 outbreak continues to evolve. The impact of the COVID-19 outbreak on the Company’s financial position will depend on future developments, including the duration and spread of the outbreak and related advisories and restrictions. These developments and the impact of the COVID-19 outbreak on the financial markets and the overall economy are highly uncertain and cannot be predicted. If the financial markets and/or the overall economy are impacted for an extended period, the Company’s financial position may be materially adversely affected. Additionally, the Company’s ability to complete an initial business combination may be materially adversely affected due to significant governmental measures being implemented to contain the COVID-19 outbreak or treat its impact, including travel restrictions, the shutdown of businesses and quarantines, among others, which may limit the Company’s ability to have meetings with potential investors or affect the ability of a potential target company’s personnel, vendors and service providers to negotiate and consummate an initial business combination in a timely manner. The Company’s ability to consummate an initial business combination may also be dependent on the ability to raise additional equity and debt financing, which may be impacted by the COVID-19 outbreak and the resulting market downturn. | Note 1 — Organization and Business Operations Organization and General Alpha Healthcare Acquisition Corp. (the “Company”) was incorporated as a Delaware corporation on July 1, 2020. The Company was incorporated 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 “Business Combination”). The Company has not selected any specific business combination target and the Company has not, nor has anyone on its behalf, initiated any substantive discussions, directly or indirectly, with any business combination target. The Company has selected December 31 as its fiscal year end. As of December 31, 2020, the Company had not yet commenced any operations. All activity through December 31, 2020, relates to the Company’s formation and the Initial Public Offering (“IPO”) described below. 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 on cash and cash equivalents from the proceeds derived from the IPO. Financing The registration statement for the Company’s IPO was declared effective on September 17, 2020 (the “Effective Date”). On September 22, 2020, the Company consummated the IPO of 10,000,000 units (the “Units” and, with respect to the shares of Class A common stock included in the Units sold, the “Public Shares”), at $10.00 per Unit, generating gross proceeds of $100,000,000, which is described in Note 4. Simultaneously with the closing of the IPO, the Company consummated the sale of 355,000 Units (the “Private Placement Units”) the Sponsor, Oppenheimer & Co. Inc. (“Oppenheimer”) and Northland Securities, Inc. (“Northland”) at a purchase price of $10.00 per Private Placement Unit, generating gross proceeds to the Company of $3,550,000, which is described in Note 5. Transaction costs amounted to $4,197,388 consisting of $2,000,000 of underwriting fee, $1,959,758 of deferred underwriting fee and $329,713 of other offering costs. Of the total transaction cost $317,023 was expensed as non-operating expenses in that statement of operations with the rest of the offering cost charged to stockholders’ equity. The transaction costs were allocated based on the relative fair value basis, compared to the total offering proceeds, between the fair value of the public warrant liabilities and the Class A common stock. Trust Account Following the closing of the IPO on September 22, 2020, an amount of $100,000,000 from the net proceeds of the sale of the Units in the IPO and the sale of the Private Placement Units was placed in a trust account (“Trust Account”) which will be invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of 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 meeting the conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company. Except with respect to interest earned on the funds held in the trust account that may be released to the Company to pay its tax obligations, the proceeds from the IPO and the sale of the private placement units will not be released from the trust account until the earliest of (a) the completion of the Company’s initial business combination, (b) the redemption of any public shares properly submitted in connection with a stockholder vote to amend the Company’s amended and restated certificate of incorporation, and (c) the redemption of the Company’s public shares if the Company is unable to complete the initial business combination within 24 months from the closing of the IPO, subject to applicable law. The proceeds deposited in the trust account could become subject to the claims of the Company’s creditors, if any, which could have priority over the claims of the Company’s public stockholders. Initial Business Combination The Company’s management has broad discretion with respect to the specific application of the net proceeds of the IPO, although substantially all of the net proceeds are intended to be generally applied toward consummating a business combination. Note 1 — Organization and Business Operations (continued) The Company’s business combination must be with one or more target businesses that together have a fair market value equal to at least 80% of the balance in the Trust Account (as defined below) (net of taxes payable) at the time of the signing an agreement to enter into a business combination. However, the Company will only complete a business combination if the post-business combination company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. There is no assurance that the Company will be able to successfully effect a business combination. The Company will provide its public stockholders with the opportunity to redeem all or a portion of their public shares upon the completion of the initial business combination either (i) in connection with a stockholder meeting called to approve the initial business combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a proposed initial business combination or conduct a tender offer will be made by the Company, solely in its discretion. The stockholders will be entitled to redeem their shares for a pro rata portion of the amount then on deposit in the Trust Account (initially $10.00 per share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations). The shares of common stock subject to redemption is recorded at a redemption value and classified as temporary equity upon the completion of the IPO, in accordance with Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” In such case, the Company will proceed with a business combination if the Company has net tangible assets of at least $5,000,001 either immediately prior to or upon consummation of a business combination and, if the Company seeks stockholder approval, a majority of the issued and outstanding shares voted are voted in favor of the business combination. The Company will have 24 months from the closing of the IPO (with the ability to extend with stockholder approval) to consummate a business combination (the “Combination Period”). However, if the Company is unable to complete a business combination within the Combination Period, the Company will redeem 100% of the outstanding public shares for a pro rata portion of the funds held in the Trust Account, equal to the aggregate amount then on deposit in the trust account including interest earned on the funds held in the trust account and not previously released to the Company, divided by the number of then outstanding public shares, subject to applicable law and as further described in the registration statement, and then seek to dissolve and liquidate. The Company’s sponsor, officers and directors have agreed to (i) waive their redemption rights with respect to their founder shares, private placement shares and public shares in connection with the completion of the initial business combination, (ii) waive their redemption rights with respect to their founder shares and public shares in connection with a stockholder vote to approve an amendment to the Company’s amended and restated certificate of incorporation, and (iii) waive their rights to liquidating distributions from the trust account with respect to their founder shares and private placement shares if the Company fails to complete the initial business combination within the Combination Period. The Company’s sponsor has agreed that it will 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 entered into a written letter of intent, confidentiality or similar agreement or business combination 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 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 the monies held in the trust account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of the underwriters of the IPO against certain liabilities, including liabilities under the Securities Act. However, the Company has not asked its sponsor to reserve for such indemnification obligations, nor has the Company independently verified whether its sponsor has sufficient funds to satisfy its indemnity obligations and believe that the Company’s sponsor’s only assets are securities of the Company. Therefore, the Company cannot assure that its sponsor would be able to satisfy those obligations. Note 1 — Organization and Business Operations (continued) Liquidity As of December 31, 2020, the Company had cash outside the Trust Account of $1,094,761 available for working capital needs. All remaining cash held in the Trust Account are generally unavailable for the Company’s use, prior to an initial business combination, and is restricted for use either in a Business Combination or to redeem common stock. As of December 31, 2020, none of the amount in the Trust Account was available to be withdrawn as described above. Through December 31, 2020, the Company’s liquidity needs were satisfied through receipt of $25,000 from the sale of the founder shares, advances from the Sponsor in an aggregate amount of $95,136 and the remaining net proceeds from the IPO and the sale of Private Placement Units. The Company anticipates that the $1,094,761 outside of the Trust Account as of December 31, 2020, will be sufficient to allow the Company to operate for at least the next 12 months from the issuance of the financial statements, assuming that a Business Combination is not consummated during that time. Until consummation of its Business Combination, the Company will be using the funds not held in the Trust Account, and any additional Working Capital Loans (as defined in Note 6) from the initial stockholders, the Company’s officers and directors, or their respective affiliates (which is described in Note 6), for identifying and evaluating prospective acquisition candidates, performing business due diligence on prospective target businesses, traveling to and from the offices, plants or similar locations of prospective target businesses, reviewing corporate documents and material agreements of prospective target businesses, selecting the target business to acquire and structuring, negotiating and consummating the Business Combination. The Company does not believe it will need to raise additional funds in order to meet the expenditures required for operating its business. However, if the Company’s estimates of the costs of undertaking in-depth due diligence and negotiating business combination is less than the actual amount necessary to do so, the Company may have insufficient funds available to operate its business prior to the business combination. Moreover, the Company will need to raise additional capital through loans from its Sponsor, officers, directors, or third parties. None of the Sponsor, officers or directors are under any obligation to advance funds to, or to invest in, the Company. If the Company is unable to raise additional capital, it may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit of its business plan, and reducing overhead expenses. The Company cannot provide any assurance that new financing will be available to it on commercially acceptable terms, if at all. Risks and Uncertainties On January 30, 2020, the World Health Organization (“WHO”) announced a global health emergency because of a new strain of coronavirus (the “COVID-19 outbreak”). In March 2020, the WHO classified the COVID-19 outbreak as a pandemic, based on the rapid increase in exposure globally. The full impact of the COVID-19 outbreak continues to evolve. The impact of the COVID-19 outbreak on the Company’s financial position will depend on future developments, including the duration and spread of the outbreak and related advisories and restrictions. These developments and the impact of the COVID-19 outbreak on the financial markets and the overall economy are highly uncertain and cannot be predicted. If the financial markets and/or the overall economy are impacted for an extended period, the Company’s financial position may be materially adversely affected. Additionally, the Company’s ability to complete an initial business combination may be materially adversely affected due to significant governmental measures being implemented to contain the COVID-19 outbreak or treat its impact, including travel restrictions, the shutdown of businesses and quarantines, among others, which may limit the Company’s ability to have meetings with potential investors or affect the ability of a potential target company’s personnel, vendors and service providers to negotiate and consummate an initial business combination in a timely manner. The Company’s ability to consummate an initial business combination may also be dependent on the ability to raise additional equity and debt financing, which may be impacted by the COVID-19 outbreak and the resulting market downturn. |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed 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 Article 8 of Regulation S-X of the U.S. Securities and Exchange Commission (“SEC”). Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed 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 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 financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K/A filed with the SEC on May 14, 2021, as well as the Company’s Current Reports on Form 8-K. The interim results for the six months ended June 30, 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 of the Company is presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”). In the opinion of management, all adjustments (consisting of normal recurring adjustments) have been made that are necessary to present fairly the financial position, and the results of its operations and its cash flows. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with US 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 expenses during the reporting period. Actual results could differ from those estimates. | Use of Estimates The preparation of financial statements in conformity with US 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 expenses during the reporting period. Actual results could differ 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. | 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. |
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. At June 30, 2021 and December 31, 2020, the Company has not experienced losses on this 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. At December 31, 2020, the Company has not experienced losses on this account. |
Net Loss per Share Attributable to Common Stockholders | Net Loss per Common Stock Net loss per common share is computed by dividing net loss by the weighted average number of common shares outstanding for the period. The Company applies the two-class method in calculating earnings per share. Shares of common stock subject to possible redemption at June 30, 2021, which are not currently redeemable and are not redeemable at fair value, have been excluded from the calculation of basic net loss per common share since such shares, if redeemed, only participate in their pro rata share of the Trust Account earnings. The Company has not considered the effect of warrants sold in the Initial Public Offering and the private placement to purchase an aggregate 5,177,500 shares of common stock in the calculation of diluted loss per share, since the exercise of the warrants into shares of common stock is contingent upon the occurrence of future events. As a result, diluted net loss per common share is the same as basic net loss per common share for the period presented. Below is a reconciliation of the net income per common share: For the For the three months six months ended ended, June 30, June 30, 2021 2021 Numerator Earnings allocable to Class A common stock Interest income on Trust account $ 1,187 $ 11,592 Class A common stock net earnings $ 1,187 $ 11,592 Denominator: Weighted average Class A shares Class A Common stock, basic and diluted 7,841,024 8,315,869 Earnings/basic and diluted per share Class A common stock $ 0.00 $ 0.00 Numerator: Net income (loss) minus Earnings allocable to Class A common stock Net income (loss) $ 286,223 $ (9,149,309) Less : Earnings allocable to Class A common stock (1,187) (11,592) Class B net income (loss) $ 285,036 $ (9,160,901) Denominator: weighted average Class B common stock Class B common stock, basic and diluted 4,984,843 4,539,131 Income/Basic and diluted per share Class B common stock $ 0.06 $ (2.02) | Net Loss per Common Stock Net loss per common share is computed by dividing net loss by the weighted average number of common shares outstanding for the period. The Company applies the two-class method in calculating earnings per share. Shares of common stock subject to possible redemption at December 31, 2020, which are not currently redeemable and are not redeemable at fair value, have been excluded from the calculation of basic net loss per common share since such shares, if redeemed, only participate in their pro rata share of the Trust Account earnings. The Company has not considered the effect of warrants sold in the Initial Public Offering and the private placement to purchase an aggregate 5,177,500 shares of common stock in the calculation of diluted loss per share, since the exercise of the warrants into shares of common stock is contingent upon the occurrence of future events. As a result, diluted net loss per common share is the same as basic net loss per common share for the period presented. Note 3 — Significant Accounting Policies (continued) Below is a reconciliation of the net income per common share: For the period From July 1, 2020 (Inception) through December 31, 2020 Numerator Earnings allocable to Class A common stock subject to possible redemption Interest income on Trust account $ 16,161 Class A common stock subject to possible redemption net earnings $ 16,161 Denominator: Weighted average Class A shares subject to possible redemption Class A Common stock subject to possible redemption, basic and diluted 6,338,515 Earnings/basic and diluted per share Class A common stock subject to possible redemption $ 0.00 Numerator: Net income minus Earnings allocable to Class A common stock subject to possible redemption Net income (loss) $ 1,419,645 Less: Earnings allocable to Class A common stock subject to possible redemption 16,161 Non-redeemable ordinary shares net income $ 1,403,484 Denominator: weighted average Non-redeemable ordinary shares Non-redeemable ordinary shares, basic and diluted 2,500,000 Income/Basic and diluted per share Non-redeemable ordinary shares $ 0.56 |
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 the Financial Accounting Standards Board (“FASB”) ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheet. | Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the Financial Accounting Standards Board (“FASB”) ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheet. |
Income Taxes | Income Taxes The Company accounts for income taxes under ASC 740 Income Taxes (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position 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. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition. 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 June 30, 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 has identified the United States as its only “major” tax jurisdiction. The Company may be subject to potential examination by federal and state taxing authorities in the areas of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. | Income Taxes The Company accounts for income taxes under ASC 740 Income Taxes (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position 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. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition. 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 has identified the United States as its only “major” tax jurisdiction. The Company may be subject to potential examination by federal and state taxing authorities in the areas of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. |
Recently Adopted Accounting Pronouncements | Recent Accounting Standards Management does not believe that any recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements. | Recent Accounting Standards Management does not believe that any recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements. |
Humacyte, Inc. | ||
Organization and Description of Business | 1. Organization and Description of Business Organization Humacyte, Inc., or the Company, is pioneering the development and manufacture of off-the-shelf, universally implantable, bioengineered human tissues to improve the lives of patients and transform the practice of medicine. The Company is leveraging its technology platform to develop proprietary, bioengineered, acellular human tissues for use in the treatment of diseases and conditions across a range of anatomic locations in multiple therapeutic areas. Liquidity and Going Concern Since its inception in 2004, the Company has generated no product revenue and has incurred net losses and negative cash flows from operations in each year. To date, the Company has financed its operations primarily through the sale of equity securities and convertible debt and, to a lesser extent, through governmental and other grants. At December 31, 2019 and 2020 and June 30, 2021 (unaudited), the Company had an accumulated deficit of $321.6 million, $388.1 million and $425.7 million, respectively. The Company ’ ’ ’ ’ The Company does not believe its existing cash and cash equivalents will be sufficient to fund its anticipated operating expenses, including clinical trial expenses, and capital expenditure requirements for at least twelve months following the date these financial statements were issued. Until such time, if ever, as the Company is able to successfully develop and commercialize one or more of its product candidates, it expects to fund its operations through the sale of equity, debt, borrowing under credit facilities or through potential collaborations with other companies, other strategic transactions or government contracts and grants. The Company ’ ’ substantial doubt about its ability to continue as a going concern within one year The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty. Accordingly, the financial statements have been prepared on a basis that assumes the Company will continue as a going concern and which contemplates the realization of assets and satisfaction of liabilities and commitments in the ordinary course of business. Business Combination On February 17, 2021, the Company entered into a business combination agreement with Alpha Healthcare Acquisition Corp. ( “ ” “ ” “ ” “ ” ’ ’ s common stock at the then-effective conversion ratio. In addition, concurrently with the completion of the Merger, certain investors have agreed to subscribe for and purchase an aggregate of “ ” ’ ’ company, and the Company ’ intangible Impact of COVID-19 The COVID-19 pandemic, which began in December ’ ’ ’ ’ ’ To date, the COVID-19 pandemic has not resulted in material financial impacts or impairment losses in the carrying values of the Company ’ ’ | |
Basis of Presentation | Basis of Presentation The Company has prepared the accompanying financial statements in conformity with accounting principles generally accepted in the United | |
Unaudited Interim Financial Statements | Unaudited Interim Financial Statements The accompanying balance sheet as of June 30, 2021, and the statements of operations and comprehensive loss, the statements of changes in redeemable convertible preferred stock and stockholders ’ ’ ’ | |
Segments | Segments The Company operates and manages its business as one reportable and operating ’ | |
Comprehensive loss | Comprehensive loss Comprehensive loss includes net loss as well as other changes in stockholders ’ | |
Use of 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. Significant estimates in the financial statements include stock-based compensation costs, right-of-use, or ROU, assets, accruals for research and development activities, fair value of common stock, useful lives of property and equipment, redeemable convertible preferred stock and income taxes. The Company evaluates its estimates and assumptions on an ongoing basis using historical experience and other factors and adjusts those estimates and assumptions when facts and circumstances dictate. Actual results could differ from those estimates. | |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all short-term, highly liquid investments purchased with an original maturity of three months or less at the date of purchase to be cash equivalents. Cash deposits are held with financial institutions with investment-grade ratings in the United | |
Redeemable Convertible Preferred Stock | Redeemable Convertible Preferred Stock The Company analyzes all issued equity instruments to determine the appropriate accounting and classification. The Company evaluates its equity instruments under Accounting Standards Codification, or ASC 480, Distinguishing liabilities from equity The Company records equity instruments that are classified as temporary equity at fair value upon issuance, net of issuance costs. The Company accretes the carrying value of its redeemable convertible preferred stock to the redemption or liquidation amount once the Company has determined that it is probable that it will become redeemable or be liquidated. The accretion will be recorded as charges against additional paid-in capital until the additional paid-in capital balance is reduced to zero. At that time, additional accretion adjustments will be recorded as additions to accumulated deficit. The Company also analyzes instances where the equity instrument has a conversion feature pursuant to ASC 815, Derivatives and hedging | |
Revenue Recognition | Revenue Recognition The Company ’ In 2014, the Financial Accounting Standards Board, or FASB, issued Accounting Standards Update No. Under ASC 606, revenue is recognized when a customer obtains control of promised goods or services and is recognized in an amount that reflects the consideration that an entity expects to receive in exchange for those goods or services. To determine revenue recognition for arrangements that an entity determines are within the scope of ASC 606, the entity performs the following five steps: (i) In addition, ASC 606 requires disclosure of the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. For contracts where the period between when the Company transfers a promised good or service to the customer and when the customer pays is one year or less, the Company has elected the practical expedient to not adjust the promised amount of consideration for the effects of a significant financing component. | |
Grant Revenue | Grant Revenue The Company generates revenue primarily from government and other awarded grants that reimburse the Company for certain allowable costs related to research and development efforts. These grants include the following terms: The Department of Defense grants are for an award of $4.0 million, all of which has been recognized as revenue before the program ended, for work on bioengineered blood vessels for vascular trauma which was awarded to the Company in September 2017 and ended in February 2020 and an award of $7.1 million for work to support human tissue engineered blood vessels for vascular reconstruction in the injured warfighter which was awarded to the Company in August 2017 and is ongoing. The Company has recognized revenue of $4.5 million during 2019, $1.1 million during 2020, and $0.5 million and $0.8 million during the six months ended June 30, 2020 (unaudited) and 2021 (unaudited), respectively, for reimbursement of certain allowable costs related to these grants. The California Institute of Regenerative Medicine grants are for work to support the Company ’ The National Institutes of Health grant is for $1.6 million for work to support bioengineered grafts for peripheral vascular disease which was awarded to the Company in November 2013. The Company recognized $1.6 million for the reimbursement of certain allowable costs related to the grant before this program ended in 2020. The Company has recognized no revenue during 2019, $0.3 million during 2020, and no revenue during the six months ended June 30, 2020 (unaudited) and 2021 (unaudited) for reimbursement of certain allowable costs related to these grants. The Company has determined that the grants are not within the scope of ASC 606 as they do not meet the definition of a contract with a customer. The Company has concluded that the grants meet the definition of a contribution and are nonexchange transactions and has applied the contribution accounting model in Subtopic 958-605, Not-for-Profit-Entities-Revenue Recognition by analogy. The Company recognizes funding received from grants as revenue, rather than as a reduction of research and development expenses, because the Company is the principal in conducting the research and development activities and these grants are central to the Company ’ Revenue from grants not within the scope of ASC 606 was $6.2 million and $1.5 million for the years ending December 31, 2019 and 2020, respectively, and $0.4 million and $0.8 million for the six months ended June 30, 2020 and 2021 (unaudited), respectively. | |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments which potentially subject the Company to concentrations of credit risk consist principally of cash and cash equivalents. Total cash balances exceeded insured balances by the Federal Deposit Insurance Corporation as of December 31, 2019 and 2020 and June 30, 2021 (unaudited). Cash equivalents are invested in highly rated money market funds invested only in obligations of the US government and its agencies. The majority of the Company ’ ’ ’ 2019 2020 June 2020 (unaudited) June 2021 (unaudited) Accounts Accounts Accounts Accounts Revenue Receivable Revenue Receivable Revenue Receivable Revenue Receivable Grant A 28 % — — — — — — — Grant B 38 % 67 % 10 % — 32 % — — — Grant C 34 % 33 % 67 % 100 % 61 % 83 % 100 % 100 % Grant D — — 18 % — — — — — Total 100 % 100 % 95 % 100 % 93 % 83 % 100 % 100 % All of the Company ’ | |
Other Risks and Uncertainties | Other Risks and Uncertainties The Company is subject to risks and uncertainties common to early-stage companies in the biotechnology industry, including, but not limited to, successful discovery and development of its product candidates, the success of clinical trials and other studies for its product candidates, including for its ongoing V005 Phase II/III clinical trial and V007 Phase III clinical trial, the regulatory approval and commercialization of its HAVs and other product candidates, ’ ’ ’ Product candidates currently under development will require extensive preclinical and clinical testing and regulatory approval prior to commercialization. These efforts require significant amounts of additional capital, adequate personnel, and infrastructure and extensive compliance-reporting capabilities. Even if the Company ’ ’ | |
Net Loss per Share Attributable to Common Stockholders | Net Loss per Share Attributable to Common Stockholders The Company applies the two-class method to compute basic and diluted net loss per share attributable to common stockholders when shares meet the definition of participating securities. The two-class method determines net loss per share for each class of common and redeemable convertible preferred stock according to dividends declared or accumulated and participation rights in undistributed earnings. The two-class method requires income (loss) available to common stockholders for the period to be allocated between common and redeemable convertible preferred stock based upon their respective rights to share in the earnings as if all income (loss) for the period had been distributed. During periods of loss, there is no allocation required under the two-class method since the redeemable convertible preferred stock does not have a contractual obligation to share in the Company ’ Basic net loss per share attributable to common stockholders is computed by dividing net loss attributable to common stockholders by the weighted-average number of common shares outstanding during the period without consideration of potentially dilutive common stock. Diluted net loss per share attributable to common stockholders reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that then shared in the earnings of the Company unless inclusion of such shares would be anti-dilutive. Since the Company has only incurred losses, basic and diluted net loss per share is the same. Securities that could potentially dilute net loss per share in the future that were not included in the computation of diluted net loss per share are as follows: December 31, June 30, 2019 2020 2020 2021 (Unaudited) (Unaudited) Shares issuable upon conversion of Series A redeemable convertible preferred stock 70,152,805 70,152,805 70,152,805 70,152,805 Shares issuable upon conversion of Series B redeemable convertible preferred stock 91,919,158 91,919,158 91,919,158 91,919,158 Shares issuable upon conversion of Series C redeemable convertible preferred stock 42,808,208 42,808,208 42,808,208 42,808,208 Shares issuable upon conversion of Series D redeemable convertible preferred stock 60,216,780 60,216,780 60,216,780 60,216,780 Exercise of options under stock plan 19,880,073 18,330,574 17,218,438 24,831,266 Warrants to purchase common stock 125,520 125,520 125,520 1,095,616 | |
Fair Value of Financial Instruments | Fair Value of Financial Instruments Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in the principal or most advantageous market in an orderly transaction between market participants at the measurement date. ASC 820, Fair Value Measurement and Disclosures ● Level 1 — Observable inputs that reflect unadjusted quoted prices for identical assets or liabilities in active markets. ● Level 2 — Inputs other than quoted prices included in Level 1 that are observable for the asset or liability, such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. ● Level 3 — Unobservable inputs in which little or no market data exists, therefore requiring the Company to develop its own assumptions. The Company evaluates assets and liabilities subject to fair value measurements on a recurring basis to determine the appropriate level at which to classify them for each reporting period, utilizing valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible. The determination requires significant judgments to be made by the Company. The Company ’ | |
Property and Equipment, Net | Property and Equipment, Net Property and equipment, net are recorded at cost less accumulated depreciation. Expenditures for major additions and improvements are capitalized and minor replacements, maintenance, and repairs are charged to expense as incurred. When property and equipment are retired or otherwise disposed of, the cost and accumulated depreciation are removed from the balance sheet accounts and any resulting gain or loss is included in the results of operations for the respective period. Depreciation is calculated using the straight-line method over the estimated useful lives of the related assets. The estimated useful lives for significant asset categories are as follows: Estimated Useful Property and equipment Lives (Years) Scientific equipment 5 – 7 Computer equipment 5 Software 3 Furniture and fixtures 5 – 7 Leasehold improvements Lesser of useful life or life of lease Construction in progress N/A | |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets The Company reviews the carrying value of property and equipment for indicators of possible impairment whenever events and circumstances indicate that the carrying value of an asset or asset group may not be recoverable from the estimated future net undiscounted cash flows expected to result from its use and eventual disposition. In cases where estimated future net undiscounted cash flows are less than the carrying value, an impairment loss is recognized equal to an amount by which the carrying value exceeds the fair value of the asset or asset group. The factors considered by management in performing this assessment include current operating results, trends and prospects, the manner in which the property is used, and the effects of obsolescence, demand, competition, and other economic factors. Based on this assessment, there was no impairment at December 31, 2019 and 2020. | |
Income Taxes | Income Taxes Income taxes are computed using the asset and liability approach that requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been recognized in the Company ’ The Company recognizes the benefit of an income tax position only if it is more likely than not (greater than 50%) that the tax position will be sustained upon tax examination, based solely on the technical merits of the tax position. Otherwise, no benefit can be recognized. Assessing an uncertain tax position begins with the initial determination of the sustainability of the position and is measured at the largest amount of benefit that is greater than 50% likely of being realized upon ultimate settlement. As of each balance sheet date, unresolved uncertain tax positions must be reassessed. Additionally, the Company must accrue interest and related penalties, if applicable, on all tax exposures for which reserves have been established consistent with jurisdictional tax laws. The Company has analyzed its filing positions in all significant Federal and state jurisdictions where it is required to file income tax returns, as well as open tax years in these jurisdictions. As of December 31, 2019 and 2020, and June 30, 2021 (unaudited), the Company has determined that no uncertain tax positions would have a material impact on the financials statements of the Company. The Company is no longer subject to Federal, state, and local tax examinations by tax authorities for years before 2017 although carry-forward attributes that were generated prior to 2017 may still be adjusted upon examination by the taxing authorities if they either have been or will be used in a future period. No income tax returns are currently under examination by taxing authorities. As of December 31, 2019 and 2020, and June 30, 2021 (unaudited), the Company had not recorded any amounts for unrecognized tax benefits. The Company ’ ’ | |
Intellectual Property | Intellectual Property The Company seeks to protect its intellectual property by filing patent applications in the United generally, including the Company ’ | |
Research and Development | Research and Development The Company expenses research and development costs as operating expenses as incurred. Research and development expenses consist primarily of: ● salaries and related overhead expenses for personnel in research and development functions, including stock-based compensation and benefits; ● fees paid to consultants and CROs, including in connection with clinical trials, and other related clinical trial fees, such as for investigator grants, patient screening, laboratory work and statistical compilation and analysis; ● allocation of facility lease and maintenance costs; ● depreciation of leasehold improvements, laboratory equipment and computers; ● costs related to purchasing raw materials for and producing product candidates for clinical trials; ● costs related to compliance with regulatory requirements; ● costs related to the manufacturing scale-out initiative; and ● license fees related to in-licensed technologies. | |
Accrued Research and Development | Accrued Research and Development The Company has entered into various agreements with CROs and a CMO, which conduct preclinical studies and clinical trials and contract manufacturing activities. The Company ’ | |
Stock-Based Compensation | Stock-Based Compensation The Company accounts for stock-based compensation for employees and non-employees measured at grant date, based on the fair value of the award. The Company measures the fair value of awards granted using the Black-Scholes option pricing model and recognizes the expense over the requisite service period using the straight-line method. Option valuation models, including the Black-Scholes option-pricing model, require the input of highly subjective assumptions, and changes in the assumptions used can materially affect the grant-date fair value of an award. These assumptions include the risk-free rate of interest, expected dividend yield, expected volatility, the expected term of the award, and the fair value of the underlying common stock on the date of grant. Forfeitures are accounted for as they occur. | |
Leases | Leases Effective January 1, 2019, the Company accounts for its leases under ASC 842, Leases ’ “ ” included in “ ” “ ” ’ “ ” “ ” “ ” Under this guidance, arrangements meeting the definition of a lease are classified as operating or finance leases, and are recorded on the balance sheet as both a right-of-use asset and lease liability, calculated by discounting fixed lease payments over the lease term at the rate implicit in the lease or the Company ’ Lease expenses for minimum lease payments for operating leases are recognized on a straight-line basis over the lease term. Amortization expense of the right-of-use asset for finance leases is recognized on a straight-line basis over the lease term and interest expense for finance leases is recognized based on the incremental borrowing rate. Lease liabilities are increased by interest and reduced by payments each period, and the right of use asset is amortized over the lease term. In calculating the right-of-use assets and lease liabilities, the Company has elected to combine lease and non-lease components for all asset classes. The Company excludes short-term leases, if any, having initial terms of 12 months or less from the new guidance as an accounting policy election, and recognizes rent expense on a straight-line basis over the lease term. Prior to the adoption of ASC 842 on January 1, 2019 the Company was deemed to be the accounting owner of leased space during the construction of its headquarters in a build-to-suit arrangement. Upon substantial completion of construction in June ’ ’ each The cumulative effect of initially applying the new lease guidance on January 1, 2019 is as follows: January 1, 2019 Cumulative Beginning Beginning Effect Balance, ($ in thousands) Balance Adjustment As Adjusted Assets Building asset $ 25,091 $ (25,091) $ — Finance lease right-of-use assets, net $ — $ 27,612 $ 27,612 Operating lease right-of-use assets, net $ — $ 923 $ 923 Liabilities and stockholders' deficit Accrued expenses $ 7,049 $ (1) $ 7,048 Facility financing obligation, current portion $ 276 $ (276) $ — Finance lease obligation, current portion $ — $ 1,292 $ 1,292 Operating lease obligation, current portion $ — $ 55 $ 55 Facility financing obligation, net of current portion $ 22,955 $ (22,955) $ — Finance lease obligation, net of current portion $ — $ 26,319 $ 26,319 Operating lease obligation, net of current portion $ — $ 870 $ 870 Accumulated deficit $ (234,289) $ (1,861) $ (236,150) | |
Recently Adopted Accounting Pronouncements | Recently Adopted Accounting Pronouncements In August — | |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements In August “ ’ ’ “ ” In May 2021, the FASB issued ’ ’ |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) - Humacyte, Inc. | 6 Months Ended |
Jun. 30, 2021 | |
Summary of 10% or more of the Company's total revenue or accounts receivable balance | 2019 2020 June 2020 (unaudited) June 2021 (unaudited) Accounts Accounts Accounts Accounts Revenue Receivable Revenue Receivable Revenue Receivable Revenue Receivable Grant A 28 % — — — — — — — Grant B 38 % 67 % 10 % — 32 % — — — Grant C 34 % 33 % 67 % 100 % 61 % 83 % 100 % 100 % Grant D — — 18 % — — — — — Total 100 % 100 % 95 % 100 % 93 % 83 % 100 % 100 % |
Summary of securities that could potentially dilute net loss per share in the future that were not included in the computation of diluted net loss per share | December 31, June 30, 2019 2020 2020 2021 (Unaudited) (Unaudited) Shares issuable upon conversion of Series A redeemable convertible preferred stock 70,152,805 70,152,805 70,152,805 70,152,805 Shares issuable upon conversion of Series B redeemable convertible preferred stock 91,919,158 91,919,158 91,919,158 91,919,158 Shares issuable upon conversion of Series C redeemable convertible preferred stock 42,808,208 42,808,208 42,808,208 42,808,208 Shares issuable upon conversion of Series D redeemable convertible preferred stock 60,216,780 60,216,780 60,216,780 60,216,780 Exercise of options under stock plan 19,880,073 18,330,574 17,218,438 24,831,266 Warrants to purchase common stock 125,520 125,520 125,520 1,095,616 |
Summary of estimated useful lives for significant asset | Estimated Useful Property and equipment Lives (Years) Scientific equipment 5 – 7 Computer equipment 5 Software 3 Furniture and fixtures 5 – 7 Leasehold improvements Lesser of useful life or life of lease Construction in progress N/A |
Summary of cumulative effect of initially applying the new lease guidance | January 1, 2019 Cumulative Beginning Beginning Effect Balance, ($ in thousands) Balance Adjustment As Adjusted Assets Building asset $ 25,091 $ (25,091) $ — Finance lease right-of-use assets, net $ — $ 27,612 $ 27,612 Operating lease right-of-use assets, net $ — $ 923 $ 923 Liabilities and stockholders' deficit Accrued expenses $ 7,049 $ (1) $ 7,048 Facility financing obligation, current portion $ 276 $ (276) $ — Finance lease obligation, current portion $ — $ 1,292 $ 1,292 Operating lease obligation, current portion $ — $ 55 $ 55 Facility financing obligation, net of current portion $ 22,955 $ (22,955) $ — Finance lease obligation, net of current portion $ — $ 26,319 $ 26,319 Operating lease obligation, net of current portion $ — $ 870 $ 870 Accumulated deficit $ (234,289) $ (1,861) $ (236,150) |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Humacyte, Inc. | |
Schedule of Property and equipment | As of December 31, June 30, ($ in thousands) 2019 2020 2021 (Unaudited) Scientific equipment $ 27,822 $ 27,412 $ 27,495 Computer equipment 218 149 154 Software 340 335 335 Furniture and fixtures 988 988 988 Leasehold improvements 26,337 26,355 26,355 55,705 55,239 55,327 Accumulated depreciation (8,417) (14,261) (17,367) Property and equipment, net $ 47,288 $ 40,978 $ 37,960 |
Accrued Expenses (Tables)
Accrued Expenses (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Humacyte, Inc. | |
Schedule of Accrued Expenses | As of December 31, As of June 30, ($ in thousands) 2019 2020 2021 (Unaudited) Accrued external research, development and manufacturing costs $ 3,872 $ 2,615 $ 1,626 Accrued employee compensation and benefits 1,260 1,009 3,944 Accrued professional fees 868 968 3,082 Total $ 6,000 $ 4,592 $ 8,652 |
Debt (Tables)
Debt (Tables) - Humacyte, Inc. | 6 Months Ended |
Jun. 30, 2021 | |
Summary of SVB loan payable and net discount or premium balances | June 30, December 31, ($ in thousands) 2021 2020 (Unaudited) Principal amount of SVB loan payable $ 20,000 $ — Final payment amount of SVB loan payable 1,000 — Net premium associated with accretion of final payment and other debt issuance costs (3,388) — SVB loan payable, current and noncurrent 17,612 — Less SVB loan payable, current portion (2,222) — SVB loan payable, noncurrent portion $ 15,390 $ — |
Summary of future minimum payments of principal and estimated payments of interest | Year ending December 31: ($ in thousands) 2021 (remainder) $ 767 2022 6,917 2023 7,532 2024 7,026 2025 2,122 Total future payments 24,364 Less amounts representing interest (3,364) Less final payment (1,000) Total principal amount of SVB loan payments $ 20,000 |
Leases (Tables)
Leases (Tables) - Humacyte, Inc. | 6 Months Ended |
Jun. 30, 2021 | |
Schedule of quantitative information of leases | Year Ended Year Ended Six Months Ended June Six Months Ended June December 31, 2019 December 31, 2020 30, 2020 (Unaudited) 30, 2021 (Unaudited) Finance Operating Finance Operating Finance Operating Finance Operating ($ in thousands) Leases Leases Leases Leases Leases Leases Leases Leases Operating cash flows from leases $ (2,298) $ (137) $ (2,180) $ (182) $ (1,106) $ (89) $ (525) $ (53) Financing cash flows from leases $ (1,292) $ — $ (1,500) $ — $ (722) $ — $ (834) $ — Weighted-average remaining lease term 6.02 6.38 5.52 6.24 6.04 6.43 5.26 5.98 Weighted-average discount rate 8.50 % 8.50 % 8.50 % 8.50 % 8.50 % 8.50 % 8.50 % 8.50 % |
Schedule of maturities of lease liabilities | ($ in thousands) Finance Leases Operating Leases Year Ended December 31, 2021 $ 3,773 $ 105 Year Ended December 31, 2022 3,868 105 Year Ended December 31, 2023 3,965 105 Year Ended December 31, 2024 4,065 106 Year Ended December 31, 2025 4,167 106 Thereafter 16,937 678 Total 36,775 1,205 Less: present value discount (11,956) (436) Lease liabilities $ 24,819 $ 769 |
Redeemable Convertible Prefer_2
Redeemable Convertible Preferred Stock (Tables) - Humacyte, Inc. | 6 Months Ended |
Jun. 30, 2021 | |
Summary of redeemable convertible preferred stock | As of December 31, 2019, December 31, 2020, June 30, 2020 (unaudited) and June 30, 2021 (unaudited), redeemable convertible preferred stock consisted of the following (in thousands, except share amounts): Redeemable Redeemable Convertible Convertible Preferred Preferred Stock Stock Issued and Carrying Liquidation Issuance Authorized Outstanding Value Preference Price Series A redeemable convertible preferred stock 70,152,805 70,152,805 $ 74,079 $ 74,079 $ 1.05596 Series B redeemable convertible preferred stock 91,919,158 91,919,158 127,358 136,500 $ 1.485 Series C redeemable convertible preferred stock 42,808,219 42,808,208 70,704 75,000 $ 1.752 Series D redeemable convertible preferred stock 60,216,780 60,216,780 148,848 150,000 $ 2.491 265,096,962 265,096,951 $ 420,989 $ 435,579 |
Summary of conversion prices for each series of the redeemable convertible preferred stock | Series Conversion Price Series A redeemable convertible preferred stock $ 1.05596 Series B redeemable convertible preferred stock $ 1.485 Series C redeemable convertible preferred stock $ 1.752 Series D redeemable convertible preferred stock $ 2.491 |
Stockholders' Deficit (Tables)
Stockholders' Deficit (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Humacyte, Inc. | |
Summary of common stock reserved for future issuances | December 31, June 30, 2019 2020 2021 (Unaudited) Conversion of Series A redeemable convertible preferred stock 70,152,805 70,152,805 70,152,805 Conversion of Series B redeemable convertible preferred stock 91,919,158 91,919,158 91,919,158 Conversion of Series C redeemable convertible preferred stock 42,808,219 42,808,219 42,808,219 Conversion of Series D redeemable convertible preferred stock 60,216,780 60,216,780 60,216,780 Exercise of options under stock plan 19,880,073 18,330,574 24,831,266 Issuance of options under stock plan 10,422,521 11,228,478 4,391,144 Warrant to purchase common stock 125,520 125,520 1,095,616 295,525,076 294,781,534 295,414,988 |
Stock-based Compensation (Table
Stock-based Compensation (Tables) - Humacyte, Inc. | 6 Months Ended |
Jun. 30, 2021 | |
Summary of assumptions on the date of grant to estimate the fair value of the stock options in the Black-Scholes option-pricing model | Year Ended December 31, Six Months Ended June 30, 2019 2020 2020 2021 (Unaudited) (Unaudited) Estimated dividend yield 0 % 0 % 0 % 0 % Expected share price volatility 70.1%-87.7 % 89.4% - 91.6 % 89.4% - 91.4 % 91.0% - 92.1 % Risk-free interest rate 1.76% - 2.46 % 0.34% - 0.75 % 0.39% - 0.75 % 0.62% - 1.02 % Expected term of options (in years) 6.00 6.00 6.00 6.00 |
Summary of stock-based compensation expense included in the statements of operations and comprehensive loss | Year Ended December 31, For the Six Month Ended June 30, ($ in thousands) 2019 2020 2020 2021 (Unaudited) (Unaudited) Research and development $ 914 $ 1,135 $ 473 $ 1,351 General and administrative 3,543 3,559 1,823 4,107 Total $ 4,457 $ 4,694 $ 2,296 $ 5,458 As of December 31, June 30 ($ in thousands) 2019 2020 2021 (Unaudited) Unrecognized share-based compensation cost $ 7,919 $ 5,789 $ 14,496 Expected weighted average period compensation costs to be recognized (years) 1.8 1.7 2.3 |
Summary of option activity | Weighted Average Weighted Remaining Aggregate Number of Average Exercise Contractual Term Intrinsic Value Shares Price Per Share (years) (in thousands) Options outstanding at December 31, 2018 21,473,871 $ 1.23 7.4 $ 21,354 Granted 2,365,100 $ 2.23 Exercised (2,364,227) $ 0.52 Forfeited (1,594,671) $ 2.00 Options outstanding at December 31, 2019 19,880,073 $ 1.37 6.5 $ 17,044 Granted 1,831,700 $ 2.57 Exercised (743,542) $ 0.41 Forfeited (2,637,657) $ 0.99 Options outstanding at December 31, 2020 18,330,574 $ 1.59 6.6 $ 20,422 Vested and exercisable, December 31, 2020 12,918,751 $ 1.31 5.9 $ 17,925 Vested and expected to vest, December 31, 2020 18,330,574 $ 1.59 6.6 $ 20,422 Weighted Average Weighted Remaining Aggregate Average Exercise Contractual Term Intrinsic Value Number of Shares Price Per Share (years) (in thousands) Options outstanding at December 31, 2020 18,330,574 $ 1.59 6.6 $ 20,422 Granted (unaudited) 6,999,500 $ 2.70 Exercised (unaudited) (336,642) $ 0.59 Forfeited (unaudited) (162,166) $ 1.78 Options outstanding at June 30, 2021 (unaudited) 24,831,266 $ 1.91 6.85 $ 19,567 Vested and exercisable, June 30, 2021 (unaudited) 15,803,754 $ 1.48 5.34 $ 19,194 Vested and expected to vest, June 30, 2021 (unaudited) 24,831,266 $ 1.48 6.85 $ 19,567 |
Income Taxes (Tables)
Income Taxes (Tables) | 6 Months Ended | |
Jun. 30, 2021 | Dec. 31, 2020 | |
Schedule of components of Company's deferred tax assets and deferred tax liabilities | December 31, 2020 Deferred tax asset Organizational costs/Startup expenses $ 28,570 Federal Net Operating loss 20,430 Total deferred tax asset 49,000 Valuation allowance (49,000) Deferred tax asset, net of allowance $ — | |
Schedule of difference between the actual income tax benefit and amount computed by applying the statutory Federal income tax rate to losses before income taxes | Statutory federal income tax rate 21.0 % State taxes, net of federal tax benefit 0.0 % Change in fair value of warrant liabilities (29.1) % Offering expenses 4.6 % Change in valuation allowance 3.5 % Income tax provision — % | |
Humacyte, Inc. | ||
Schedule of components of Company's deferred tax assets and deferred tax liabilities | As of December 31, ($ in thousands) 2019 2020 Deferred tax assets: Net operating loss $ 50,616 $ 53,515 Capitalized research and development 19,660 32,337 Research credits 10,658 15,056 Share-based compensation 1,669 2,519 Right of use lease liability 207 177 Accrued expenses 71 57 Other 1 1 Total deferred tax asset 82,882 103,662 Less: valuation allowance (82,193) (101,757) Total net deferred tax asset 689 1,905 Deferred tax liabilities: Basis difference in fixed assets (482) (1,728) Right of use lease assets (207) (177) Total deferred tax liability (689) (1,905) Total net deferred tax asset/(liability) $ — $ — | |
Schedule of difference between the actual income tax benefit and amount computed by applying the statutory Federal income tax rate to losses before income taxes | December 31, 2019 2020 ($ in thousands) Amount Rate Amount Rate Income tax benefit at statutory rate $ (17,939) 21.0 % $ (13,970) 21.0 % State income taxes, net of federal benefit (1,739) 2.0 % (1,338) 2.0 % Tax credits (1,821) 2.1 % (2,625) 3.9 % Other nondeductible expenses 54 0.0 % 90 (0.1) % Deferred rate changes 16 0.0 % 16 0.0 % Other 449 (0.5) % (1,736) 2.6 % Change in valuation allowance 20,980 (24.6) % 19,563 (29.4) % Provision for income taxes $ — 0.0 % $ — 0.0 % |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Humacyte, Inc. | |
Summary of related party expenses included in statements of operations and comprehensive loss | Year Ended December 31, Six Months Ended June 30, ($ in thousands) 2019 2020 2020 2021 (Unaudited) (Unaudited) Expenses under MOU 422 500 250 — License expenses 110 92 50 85 Other 39 28 13 81 Total 571 620 313 166 |
Organization and Description _2
Organization and Description of Business (Details) - USD ($) | Mar. 22, 2021 | Feb. 17, 2021 | Jun. 30, 2021 | Jun. 30, 2021 | Dec. 31, 2020 | Jun. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Jan. 01, 2019 |
Business Acquisition [Line Items] | |||||||||
Accumulated deficit | $ 7,729,664 | $ 7,729,664 | $ (1,419,645) | $ (1,419,645) | |||||
Net loss | (286,223) | 9,149,309 | (1,419,645) | ||||||
Value of common shares issued to certain investors | 25,000 | ||||||||
Humacyte, Inc. | |||||||||
Business Acquisition [Line Items] | |||||||||
Accumulated deficit | 425,595,000 | 425,595,000 | $ 388,096,000 | 388,096,000 | $ 321,572,000 | $ 234,289,000 | |||
Net loss | 37,499,000 | $ 32,552,000 | $ 66,524,000 | $ 85,422,000 | |||||
Substantial Doubt about Going Concern, within One Year [true false] | true | ||||||||
Alpha Healthcare Acquisition Corp. and Hunter Merger Sub, Inc. | Humacyte, Inc. | |||||||||
Business Acquisition [Line Items] | |||||||||
Accumulated deficit | $ 425,700,000 | 425,700,000 | |||||||
Net loss | $ 37,500,000 | ||||||||
Value of common shares issued to certain investors | $ 175,000,000 | ||||||||
Goodwill | 0 | ||||||||
Intangible assets | $ 0 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) - Humacyte, Inc. | 6 Months Ended |
Jun. 30, 2021segment | |
Segments | |
Number of reportable segment | 1 |
Number of operating segment | 1 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Grant Revenue (Details) - Humacyte, Inc. - USD ($) $ in Thousands | 1 Months Ended | 6 Months Ended | 12 Months Ended | ||||
Sep. 30, 2017 | Aug. 31, 2017 | Nov. 30, 2013 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Disaggregation of Revenue [Line Items] | |||||||
Revenue from grants not within the scope of ASC 606 | $ 800 | $ 400 | $ 1,500 | $ 6,200 | |||
Department of Defense grants | Work on bioengineered blood vessels for vascular trauma | |||||||
Disaggregation of Revenue [Line Items] | |||||||
Grants | $ 4,000 | ||||||
Department of Defense grants | Work to support human tissue engineered blood vessels for vascular reconstruction | |||||||
Disaggregation of Revenue [Line Items] | |||||||
Grants | $ 7,100 | ||||||
Department of Defense grants | Reimbursement of certain allowable costs related to grants | |||||||
Disaggregation of Revenue [Line Items] | |||||||
Recognized revenue | 800 | 500 | 1,100 | 4,500 | |||
California Institute of Regenerative Medicine grants | Reimbursement of certain allowable costs related to grants | |||||||
Disaggregation of Revenue [Line Items] | |||||||
Recognized revenue | 0 | 0 | 0 | 1,700 | |||
California Institute of Regenerative Medicine grants | Grants upon the achievement of performance milestones related to patient enrollment targets | |||||||
Disaggregation of Revenue [Line Items] | |||||||
Recognized revenue | 11,200 | ||||||
National Institutes of Health grant | Reimbursement of certain allowable costs related to grants | |||||||
Disaggregation of Revenue [Line Items] | |||||||
Recognized revenue | $ 1,600 | $ 0 | $ 0 | $ 300 | $ 0 | ||
National Institutes of Health grant | Work to support bioengineered grafts for peripheral vascular disease | |||||||
Disaggregation of Revenue [Line Items] | |||||||
Grants | $ 1,600 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies -Concentration of Credit Risk (Details) - Humacyte, Inc. | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Revenue | Customer concentration | ||||
Concentration Risk [Line Items] | ||||
Concentration of Credit Risk | 100.00% | 93.00% | 95.00% | 100.00% |
Revenue | Customer concentration | Grant A | ||||
Concentration Risk [Line Items] | ||||
Concentration of Credit Risk | 28.00% | |||
Revenue | Customer concentration | Grant B | ||||
Concentration Risk [Line Items] | ||||
Concentration of Credit Risk | 32.00% | 10.00% | 38.00% | |
Revenue | Customer concentration | Grant C | ||||
Concentration Risk [Line Items] | ||||
Concentration of Credit Risk | 100.00% | 61.00% | 67.00% | 34.00% |
Revenue | Customer concentration | Grant D | ||||
Concentration Risk [Line Items] | ||||
Concentration of Credit Risk | 18.00% | |||
Accounts Receivable | Credit concentration | ||||
Concentration Risk [Line Items] | ||||
Concentration of Credit Risk | 100.00% | 83.00% | 100.00% | 100.00% |
Accounts Receivable | Credit concentration | Grant B | ||||
Concentration Risk [Line Items] | ||||
Concentration of Credit Risk | 67.00% | |||
Accounts Receivable | Credit concentration | Grant C | ||||
Concentration Risk [Line Items] | ||||
Concentration of Credit Risk | 100.00% | 83.00% | 100.00% | 33.00% |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies - Net Loss per Share Attributable to Common Stockholders (Details) - Humacyte, Inc. - shares | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Series A redeemable convertible preferred stock | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Securities that were not included in the computation of diluted net loss per share | 70,152,805 | 70,152,805 | 70,152,805 | 70,152,805 |
Series B redeemable convertible preferred stock | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Securities that were not included in the computation of diluted net loss per share | 91,919,158 | 91,919,158 | 91,919,158 | 91,919,158 |
Series C redeemable convertible preferred stock | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Securities that were not included in the computation of diluted net loss per share | 42,808,208 | 42,808,208 | 42,808,208 | 42,808,208 |
Series D redeemable convertible preferred stock | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Securities that were not included in the computation of diluted net loss per share | 60,216,780 | 60,216,780 | 60,216,780 | 60,216,780 |
Exercise of options under stock plan | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Securities that were not included in the computation of diluted net loss per share | 24,831,266 | 17,218,438 | 18,330,574 | 19,880,073 |
Summary of Significant Accoun_8
Summary of Significant Accounting Policies - Property and Equipment, Net (Details) - Humacyte, Inc. | 6 Months Ended |
Jun. 30, 2021 | |
Scientific equipment. | Minimum | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives | 5 years |
Scientific equipment. | Maximum | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives | 7 years |
Computer equipment | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives | 5 years |
Software | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives | 3 years |
Furniture and fixtures | Minimum | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives | 5 years |
Furniture and fixtures | Maximum | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives | 7 years |
Summary of Significant Accoun_9
Summary of Significant Accounting Policies - Impairment of Long-Lived Assets and Income Taxes (Details) - Humacyte, Inc. - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Impairment of Long-Lived Assets | |||
Impairment of long-lived assets | $ 0 | $ 0 | |
Income Taxes | |||
Uncertain tax positions | $ 0 | 0 | 0 |
Accrued interest or penalties related to uncertain tax positions | 0 | 0 | 0 |
interest or penalties related to uncertain tax positions expensed | $ 0 | $ 0 | $ 0 |
Summary of Significant Accou_10
Summary of Significant Accounting Policies - Leases (Details) - USD ($) | Jun. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Jan. 01, 2019 |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Accumulated deficit | $ (7,729,664) | $ 1,419,645 | ||
Humacyte, Inc. | ||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Accumulated deficit | (425,595,000) | (388,096,000) | $ (321,572,000) | $ (234,289,000) |
Lease liabilities, Finance leases | 24,000,000 | 24,819,000 | 26,300,000 | |
Finance lease right-of-use assets | 22,462,000 | 23,492,000 | 25,552,000 | |
Operating right-of-use assets | 748,000 | 769,000 | 897,000 | |
Lease liabilities, Operating leases | $ 700,000 | $ 769,000 | $ 900,000 | |
Cumulative Effect Adjustment | Humacyte, Inc. | ||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Accumulated deficit | (1,861,000) | |||
Lease liabilities, Finance leases | 27,600,000 | |||
Finance lease right-of-use assets | 27,612,000 | |||
Operating right-of-use assets | 923,000 | |||
Lease liabilities, Operating leases | 900,000 | |||
ASU 2016-02 | Cumulative Effect Adjustment | Humacyte, Inc. | ||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Accumulated deficit | $ 1,900,000 |
Summary of Significant Accou_11
Summary of Significant Accounting Policies - New lease guidance on January 1, 2019 (Details) - USD ($) | Jun. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Jan. 01, 2019 |
Liabilities and stockholders' deficit | ||||
Accumulated deficit | $ (7,729,664) | $ 1,419,645 | ||
Humacyte, Inc. | ||||
Assets | ||||
Building asset | $ 25,091,000 | |||
Finance lease right-of-use assets, net | 22,462,000 | 23,492,000 | $ 25,552,000 | |
Operating lease right-of-use assets, net | 748,000 | 769,000 | 897,000 | |
Liabilities and stockholders' deficit | ||||
Accrued expenses | 8,652,000 | 4,592,000 | 6,000,000 | 7,049,000 |
Facility financing obligation, current portion | 276,000 | |||
Finance lease obligation, current portion | 1,852,000 | 1,729,000 | 1,500,000 | |
Operating lease obligation, current portion | 43,000 | 42,000 | 70,000 | |
Facility financing obligation, net of current portion | 22,955,000 | |||
Finance lease obligation, net of current portion | 22,133,000 | 23,090,000 | 24,819,000 | |
Operating lease obligation, net of current portion | 705,000 | 727,000 | 829,000 | |
Accumulated deficit | $ (425,595,000) | $ (388,096,000) | $ (321,572,000) | (234,289,000) |
Cumulative Effect Adjustment | Humacyte, Inc. | ||||
Assets | ||||
Building asset | (25,091,000) | |||
Finance lease right-of-use assets, net | 27,612,000 | |||
Operating lease right-of-use assets, net | 923,000 | |||
Liabilities and stockholders' deficit | ||||
Accrued expenses | (1,000) | |||
Facility financing obligation, current portion | (276,000) | |||
Finance lease obligation, current portion | 1,292,000 | |||
Operating lease obligation, current portion | 55,000 | |||
Facility financing obligation, net of current portion | (22,955,000) | |||
Finance lease obligation, net of current portion | 26,319,000 | |||
Operating lease obligation, net of current portion | 870,000 | |||
Accumulated deficit | (1,861,000) | |||
Beginning Balance, As Adjusted | Humacyte, Inc. | ||||
Assets | ||||
Finance lease right-of-use assets, net | 27,612,000 | |||
Operating lease right-of-use assets, net | 923,000 | |||
Liabilities and stockholders' deficit | ||||
Accrued expenses | 7,048,000 | |||
Finance lease obligation, current portion | 1,292,000 | |||
Operating lease obligation, current portion | 55,000 | |||
Finance lease obligation, net of current portion | 26,319,000 | |||
Operating lease obligation, net of current portion | 870,000 | |||
Accumulated deficit | (236,150,000) | |||
ASU 2016-02 | Cumulative Effect Adjustment | Humacyte, Inc. | ||||
Liabilities and stockholders' deficit | ||||
Accumulated deficit | $ 1,900,000 |
Property and Equipment, Net (De
Property and Equipment, Net (Details) - Humacyte, Inc. - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Property, Plant and Equipment [Line Items] | ||||
Property and equipment, gross | $ 55,327 | $ 55,239 | $ 55,705 | |
Accumulated depreciation | (17,367) | (14,261) | (8,417) | |
Property and equipment, net | 37,960 | 40,978 | 47,288 | |
Depreciation expense | 3,106 | $ 3,162 | 6,291 | 4,689 |
Scientific equipment | ||||
Property, Plant and Equipment [Line Items] | ||||
Property and equipment, gross | 27,495 | 27,412 | 27,822 | |
Computer equipment | ||||
Property, Plant and Equipment [Line Items] | ||||
Property and equipment, gross | 154 | 149 | 218 | |
Software | ||||
Property, Plant and Equipment [Line Items] | ||||
Property and equipment, gross | 335 | 335 | 340 | |
Furniture and fixtures | ||||
Property, Plant and Equipment [Line Items] | ||||
Property and equipment, gross | 988 | 988 | 988 | |
Leasehold improvements | ||||
Property, Plant and Equipment [Line Items] | ||||
Property and equipment, gross | $ 26,355 | $ 26,355 | $ 26,337 |
Accrued Expenses (Details)
Accrued Expenses (Details) - Humacyte, Inc. - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Jan. 01, 2019 |
Accrued external research, development and manufacturing costs | $ 1,626 | $ 2,615 | $ 3,872 | |
Accrued employee compensation and benefits | 3,944 | 1,009 | 1,260 | |
Accrued professional fees | 3,082 | 968 | 868 | |
Total | $ 8,652 | $ 4,592 | $ 6,000 | $ 7,049 |
Debt (Details)
Debt (Details) - Humacyte, Inc. - USD ($) $ in Thousands | 1 Months Ended | 6 Months Ended | 12 Months Ended | |
Apr. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | |
Debt Instrument [Line Items] | ||||
Proceeds from debt instruments | $ 3,251 | $ 3,251 | ||
Gain on PPP loan forgiveness | $ 3,284 | |||
Paycheck Protection Program | ||||
Debt Instrument [Line Items] | ||||
Proceeds from debt instruments | $ 3,300 | |||
Gain on PPP loan forgiveness | $ 3,284 |
Debt - Unaudited (Details)
Debt - Unaudited (Details) - Term loan agreement - Humacyte, Inc. - USD ($) $ in Millions | Jul. 09, 2021 | Jun. 30, 2021 | Mar. 31, 2021 |
Line of Credit Facility [Line Items] | |||
Maximum loan facility amount | $ 50 | ||
Initial term loan drawn | $ 10 | $ 20 | |
Amount that are eligible to disburse | $ 10 | ||
Borrowings bearing interest rate | 7.50% | ||
Advance notice period | 30 days | ||
Prepayment fee | 3.00% | ||
Prepayment fee after March 30, 2022 | 2.00% | ||
Prepayment fee after March 30, 2023 | 1.00% | ||
Prime Rate | |||
Line of Credit Facility [Line Items] | |||
Borrowings bearing interest rate | 7.50% | ||
Basis spread on variable rate | 4.25% | ||
Silicon Valley Bank and SVB Innovation Credit Fund VIII, L.P., | |||
Line of Credit Facility [Line Items] | |||
Percent of outstanding principal and interest collateralized | 50.00% |
Debt - Unaudited - Additional i
Debt - Unaudited - Additional information (Details) - USD ($) $ / shares in Units, $ in Millions | 6 Months Ended | |||
Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | Mar. 15, 2006 | |
Debt Instrument [Line Items] | ||||
Warrants, exercise price | $ 0.01 | $ 0.01 | ||
Humacyte, Inc. | ||||
Debt Instrument [Line Items] | ||||
Warrants, exercise price | $ 2.699 | $ 0.30 | ||
Term loan agreement | Humacyte, Inc. | ||||
Debt Instrument [Line Items] | ||||
Warrants, exercise price | $ 2.699 | |||
Warrants immediately exercisable | 1,095,616 | |||
Additional Funding in Tranche | $ 10 | |||
Warrants become exercisable upon funding of additional amount | 469,550 | |||
Fair value of warrants | $ 2.4 | |||
Final payment fee (as a percent) | 5.00% | |||
Final payment fee | $ 1 | |||
Debt issuance costs | $ 0.3 |
Debt - SVB loan payable and net
Debt - SVB loan payable and net discount (Details) - Humacyte, Inc. - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Debt Instrument [Line Items] | ||
Final payment amount of SVB loan payable | $ (1,000) | |
SVB loan payable, current and noncurrent | 24,364 | $ 822 |
SVB Loan payable | ||
Debt Instrument [Line Items] | ||
Principal amount of SVB loan payable | 20,000 | |
Final payment amount of SVB loan payable | 1,000 | |
Net premium associated with accretion of final payment and other debt issuance costs | (3,388) | |
SVB loan payable, current and noncurrent | 17,612 | |
Less SVB loan payable, current portion | (2,222) | |
SVB loan payable, noncurrent portion | $ 15,390 |
Debt - Future minimum payments
Debt - Future minimum payments of principal and estimated payments of interest (Details) - Humacyte, Inc. - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Future minimum payments of principal and estimated payments of interest | ||
2021 (remainder) | $ 767 | |
2022 | 6,917 | |
2023 | 7,532 | |
2024 | 7,026 | |
2025 | 2,122 | |
Total future payments | 24,364 | $ 822 |
Less amounts representing interest | (3,364) | |
Less final payment | (1,000) | |
SVB Loan payable | ||
Future minimum payments of principal and estimated payments of interest | ||
Total future payments | 17,612 | |
Less final payment | 1,000 | |
Total principal amount of SVB loan payments | $ 20,000 |
Leases - quantitative informati
Leases - quantitative information about the Companys leases (Details) - Humacyte, Inc. - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Operating cash flows from leases, Operating Leases | $ (53) | $ (89) | $ (182) | $ (137) |
Operating cash flows from leases, Finance Leases | (525) | (1,106) | (2,180) | (2,298) |
Financing cash flows from leases | $ (834) | $ (722) | $ (1,500) | $ (1,292) |
Weighted-average remaining lease term, Operating Leases | 5 years 11 months 23 days | 6 years 5 months 4 days | 6 years 2 months 26 days | 6 years 4 months 17 days |
Weighted-average remaining lease term, Finance Leases | 5 years 3 months 3 days | 6 years 14 days | 5 years 6 months 7 days | 6 years 7 days |
Weighted-average discount rate, Operating Leases | 8.50% | 8.50% | 8.50% | 8.50% |
Weighted-average discount rate, Finance Leases | 8.50% | 8.50% | 8.50% | 8.50% |
Leases - Maturities of the Comp
Leases - Maturities of the Companys lease liabilities (Details) - Humacyte, Inc. - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Operating leases | |||
2021 | $ 105 | ||
2022 | 105 | ||
2023 | 105 | ||
2024 | 106 | ||
2025 | 106 | ||
Thereafter | 678 | ||
Total, Operating leases | 1,205 | ||
Less: present value discount, Operating leases | 436 | ||
Lease liabilities, Operating leases | $ 700 | 769 | $ 900 |
Finance leases | |||
2021 | 3,773 | ||
2022 | 3,868 | ||
2023 | 3,965 | ||
2024 | 4,065 | ||
2025 | 4,167 | ||
Thereafter | 16,937 | ||
Total, Finance leases | 36,775 | ||
Less: present value discount, Finance leases | 11,956 | ||
Lease liabilities, Finance leases | $ 24,000 | $ 24,819 | $ 26,300 |
Leases - Financial leases (Deta
Leases - Financial leases (Details) - Humacyte, Inc. - USD ($) $ in Thousands | Sep. 30, 2020 | Jun. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Operating Lease, Liability | $ 700 | $ 769 | $ 900 | |
Finance Lease, Liability | 24,000 | 24,819 | 26,300 | |
Operating Lease, Right-of-Use Asset | 748 | 769 | 897 | |
Finance lease right-of-use assets, net | 22,462 | 23,492 | 25,552 | |
Maximum | ||||
Operating Lease, Right-of-Use Asset | 700 | 800 | 900 | |
Finance lease right-of-use assets, net | $ 22,500 | $ 23,500 | $ 897,000 | |
Gain (Loss) on Termination of Lease | $ 100 |
Redeemable Convertible Prefer_3
Redeemable Convertible Preferred Stock - Preferred Stock Terms (Details) - USD ($) | Jun. 30, 2021 | Dec. 31, 2020 | Jun. 30, 2020 | Dec. 31, 2019 |
Temporary Equity [Line Items] | ||||
Redeemable Convertible Preferred Stock, Carrying Value | $ 78,701,570 | $ 88,013,840 | ||
Humacyte, Inc. | ||||
Temporary Equity [Line Items] | ||||
Redeemable Convertible Preferred Stock, Authorized | 265,096,962 | 265,096,962 | 265,096,962 | 265,096,962 |
Redeemable Convertible Preferred Stock, Issued and Outstanding | 265,096,951 | 265,096,951 | 265,096,951 | 265,096,951 |
Redeemable Convertible Preferred Stock, Carrying Value | $ 420,989,000 | $ 420,989,000 | $ 420,989,000 | $ 420,989,000 |
Redeemable Convertible Preferred Stock, Liquidation Preference | $ 435,579,000 | $ 435,579,000 | $ 435,579,000 | $ 435,579,000 |
Series A redeemable convertible preferred stock | Humacyte, Inc. | ||||
Temporary Equity [Line Items] | ||||
Redeemable Convertible Preferred Stock, Authorized | 70,152,805 | 70,152,805 | 70,152,805 | 70,152,805 |
Redeemable Convertible Preferred Stock, Issued and Outstanding | 70,152,805 | 70,152,805 | 70,152,805 | 70,152,805 |
Redeemable Convertible Preferred Stock, Carrying Value | $ 74,079,000 | $ 74,079,000 | $ 74,079,000 | $ 74,079,000 |
Redeemable Convertible Preferred Stock, Liquidation Preference | $ 74,079,000 | $ 74,079,000 | $ 74,079,000 | $ 74,079,000 |
Redeemable Convertible Preferred Stock, Issuance Price | $ 1.05596 | $ 1.05596 | $ 1.05596 | $ 1.05596 |
Series B redeemable convertible preferred stock | Humacyte, Inc. | ||||
Temporary Equity [Line Items] | ||||
Redeemable Convertible Preferred Stock, Authorized | 91,919,158 | 91,919,158 | 91,919,158 | 91,919,158 |
Redeemable Convertible Preferred Stock, Issued and Outstanding | 91,919,158 | 91,919,158 | 91,919,158 | 91,919,158 |
Redeemable Convertible Preferred Stock, Carrying Value | $ 127,358,000 | $ 127,358,000 | $ 127,358,000 | $ 127,358,000 |
Redeemable Convertible Preferred Stock, Liquidation Preference | $ 136,500,000 | $ 136,500,000 | $ 136,500,000 | $ 136,500,000 |
Redeemable Convertible Preferred Stock, Issuance Price | $ 1.485 | $ 1.485 | $ 1.485 | $ 1.485 |
Series C redeemable convertible preferred stock | Humacyte, Inc. | ||||
Temporary Equity [Line Items] | ||||
Redeemable Convertible Preferred Stock, Authorized | 42,808,219 | 42,808,219 | 42,808,219 | 42,808,219 |
Redeemable Convertible Preferred Stock, Issued and Outstanding | 42,808,208 | 42,808,208 | 42,808,208 | 42,808,208 |
Redeemable Convertible Preferred Stock, Carrying Value | $ 70,704,000 | $ 70,704,000 | $ 70,704,000 | $ 70,704,000 |
Redeemable Convertible Preferred Stock, Liquidation Preference | $ 75,000,000 | $ 75,000,000 | $ 75,000,000 | $ 75,000,000 |
Redeemable Convertible Preferred Stock, Issuance Price | $ 1.752 | $ 1.752 | $ 1.752 | $ 1.752 |
Series D redeemable convertible preferred stock | Humacyte, Inc. | ||||
Temporary Equity [Line Items] | ||||
Redeemable Convertible Preferred Stock, Authorized | 60,216,780 | 60,216,780 | 60,216,780 | 60,216,780 |
Redeemable Convertible Preferred Stock, Issued and Outstanding | 60,216,780 | 60,216,780 | 60,216,780 | 60,216,780 |
Redeemable Convertible Preferred Stock, Carrying Value | $ 148,848,000 | $ 148,848,000 | $ 148,848,000 | $ 148,848,000 |
Redeemable Convertible Preferred Stock, Liquidation Preference | $ 150,000,000 | $ 150,000,000 | $ 150,000,000 | $ 150,000,000 |
Redeemable Convertible Preferred Stock, Issuance Price | $ 2.491 | $ 2.491 | $ 2.491 | $ 2.491 |
Redeemable Convertible Prefer_4
Redeemable Convertible Preferred Stock (Details) | Jun. 30, 2021USD ($) |
Fresenius Medical Care | Private placement | Humacyte, Inc. | |
Class of Stock [Line Items] | |
Right to purchase common stock granted | $ 30 |
Redeemable Convertible Prefer_5
Redeemable Convertible Preferred Stock - Election of Directors (Details) - Humacyte, Inc. | 6 Months Ended |
Jun. 30, 2021individual | |
Fresenius Medical Care | |
Temporary Equity [Line Items] | |
Number of representative to attend, in a non-voting observer capacity designated by related party | 1 |
Series A redeemable convertible preferred stock | |
Temporary Equity [Line Items] | |
Number of individual designated for board of director by holder of stock | 1 |
Series B redeemable convertible preferred stock | |
Temporary Equity [Line Items] | |
Number of individual designated for board of director by holder of stock | 2 |
Series C redeemable convertible preferred stock | |
Temporary Equity [Line Items] | |
Number of individual designated for board of director by holder of stock | 1 |
Redeemable Convertible Prefer_6
Redeemable Convertible Preferred Stock - Conversion to Common Stock (Details) - Humacyte, Inc. $ / shares in Units, $ in Millions | 6 Months Ended |
Jun. 30, 2021USD ($)$ / shares | |
Minimum offering price required for automatic conversion | $ / shares | $ 2.7401 |
Minimum aggregate gross proceeds required for automatic conversion | $ | $ 100 |
Percentage of written request of holder required for automatic conversion | 60.00% |
Redeemable Convertible Prefer_7
Redeemable Convertible Preferred Stock- Conversion prices (Details) - Humacyte, Inc. | Jun. 30, 2021$ / shares | Dec. 31, 2020$ / shares |
Temporary Equity [Line Items] | ||
Conversion ratio | 1 | 1 |
Series A redeemable convertible preferred stock | ||
Temporary Equity [Line Items] | ||
Conversion Price | $ 1.05596 | $ 1.05596 |
Series B redeemable convertible preferred stock | ||
Temporary Equity [Line Items] | ||
Conversion Price | 1.485 | 1.485 |
Series C redeemable convertible preferred stock | ||
Temporary Equity [Line Items] | ||
Conversion Price | 1.752 | 1.752 |
Series D redeemable convertible preferred stock | ||
Temporary Equity [Line Items] | ||
Conversion Price | $ 2.491 | $ 2.491 |
Redeemable Convertible Prefer_8
Redeemable Convertible Preferred Stock - Liquidation (Details) - Humacyte, Inc. | 6 Months Ended |
Jun. 30, 2021$ / shares | |
Temporary Equity [Line Items] | |
Number of times of liquidation preference per share holder is entitled to receive | 1.25 |
Series A redeemable convertible preferred stock | |
Temporary Equity [Line Items] | |
Liquidation preference per share | $ 1.05596 |
Series B redeemable convertible preferred stock | |
Temporary Equity [Line Items] | |
Liquidation preference per share | 1.485 |
Series C redeemable convertible preferred stock | |
Temporary Equity [Line Items] | |
Liquidation preference per share | $ 1.752 |
Percentage of holders required for approval of liquidation preference | 80.00% |
Series D redeemable convertible preferred stock | |
Temporary Equity [Line Items] | |
Liquidation preference per share | $ 2.491 |
Stockholders' Deficit - Common
Stockholders' Deficit - Common Stock (Details) - Humacyte, Inc. | 6 Months Ended | ||
Jun. 30, 2021Vote$ / sharesshares | Dec. 31, 2020$ / sharesshares | Dec. 31, 2019$ / sharesshares | |
Common stock, authorized | shares | 340,216,780 | 340,216,780 | 340,216,780 |
Common stock, par value | $ 0.001 | $ 0.001 | $ 0.001 |
Dividends declared | $ 0 | ||
Number of vote per common share held | Vote | 1 |
Stockholders' Deficit - Commo_2
Stockholders' Deficit - Common stock for future issuances (Details) - Humacyte, Inc. - shares | Jun. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Class of Stock [Line Items] | |||
Reserved common stock for future issuances | 295,414,988 | 294,781,534 | 295,525,076 |
Series A redeemable convertible preferred stock | |||
Class of Stock [Line Items] | |||
Reserved common stock for future issuances | 70,152,805 | 70,152,805 | 70,152,805 |
Series B redeemable convertible preferred stock | |||
Class of Stock [Line Items] | |||
Reserved common stock for future issuances | 91,919,158 | 91,919,158 | 91,919,158 |
Series C redeemable convertible preferred stock | |||
Class of Stock [Line Items] | |||
Reserved common stock for future issuances | 42,808,219 | 42,808,219 | 42,808,219 |
Series D redeemable convertible preferred stock | |||
Class of Stock [Line Items] | |||
Reserved common stock for future issuances | 60,216,780 | 60,216,780 | 60,216,780 |
Exercise of options under stock plan | |||
Class of Stock [Line Items] | |||
Reserved common stock for future issuances | 24,831,266 | 18,330,574 | 19,880,073 |
Issuance of options under stock plan | |||
Class of Stock [Line Items] | |||
Reserved common stock for future issuances | 4,391,144 | 11,228,478 | 10,422,521 |
Warrants to purchase common stock | |||
Class of Stock [Line Items] | |||
Reserved common stock for future issuances | 1,095,616 | 125,520 | 125,520 |
Stockholders' Deficit - Warrant
Stockholders' Deficit - Warrants (Details) - $ / shares | Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | Mar. 15, 2006 |
Warrants, exercise price | $ 0.01 | $ 0.01 | ||
Humacyte, Inc. | ||||
Warrants to purchase shares of common stock | 1,095,616 | 125,520 | ||
Warrants, exercise price | $ 2.699 | $ 0.30 | ||
Warrants to purchase shares of common stock exercisable upon funding of an additional loan advance | 469,550 |
Stock-based Compensation (Detai
Stock-based Compensation (Details) - Humacyte, Inc. | 6 Months Ended |
Jun. 30, 2021 | |
Contractual term | 10 years |
Vesting period | 36 months |
Commencement of involuntary termination term prior to effective date of corporate transaction | 30 days |
End of involuntary termination term after effective date of corporate transaction | 12 months |
Stock-based Compensation - Fair
Stock-based Compensation - Fair value of the stock options (Details) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Sep. 30, 2020 | Jun. 30, 2021 | Dec. 31, 2020 | Jun. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Assumptions on the date of grant to estimate the fair value of the stock options | ||||||
Estimated dividend yield | 0.00% | 0.00% | 0.00% | 0.00% | ||
Expected term of options (in years) | 5 years 138 days | 5 years 1 month 13 days | 5 years 47 days | 5 years 1 month 17 days | ||
Humacyte, Inc. | ||||||
Assumptions on the date of grant to estimate the fair value of the stock options | ||||||
Estimated dividend yield | 0.00% | 0.00% | 0.00% | |||
Expected share price volatility, minimum | 91.00% | 89.40% | 89.40% | 70.10% | ||
Expected share price volatility, maximum | 92.10% | 91.40% | 91.60% | 87.70% | ||
Risk-free interest rate, minimum | 0.62% | 0.39% | 0.34% | 1.76% | ||
Risk-free interest rate, maximum | 1.02% | 0.75% | 0.75% | 2.46% | ||
Expected term of options (in years) | 6 years | 6 years | 6 years | 6 years |
Stock-based Compensation - Addi
Stock-based Compensation - Additional information (Details) - shares | Jun. 30, 2021 | Dec. 31, 2020 |
Humacyte, Inc. | ||
Number of options remaining available for grant | 4,391,144 | 11,228,478 |
Stock-based Compensation - Unre
Stock-based Compensation - Unrecognized cost (Details) - Humacyte, Inc. - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Unrecognized share-based compensation cost | $ 14,496 | $ 5,789 | $ 7,919 |
Expected weighted average period compensation costs to be recognized (years) | 2 years 3 months 18 days | 1 year 8 months 12 days | 1 year 9 months 18 days |
Stock-based Compensation - Opti
Stock-based Compensation - Option activity (Details) - Humacyte, Inc. - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jan. 31, 2021 | Jun. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Nov. 09, 2020 | |
Number of Shares | ||||||
Options outstanding at the beginning | 18,330,574 | 18,330,574 | 19,880,073 | 21,473,871 | ||
Granted | 5,000,000 | 6,999,500 | 1,831,700 | 2,365,100 | ||
Exercised | (336,642) | (743,542) | (2,364,227) | |||
Forfeited | (162,166) | (2,637,657) | (1,594,671) | |||
Options outstanding at the end | 24,831,266 | 18,330,574 | 19,880,073 | 21,473,871 | ||
Vested and exercisable at the end | 15,803,754 | 12,918,751 | ||||
Vested and expected to vest at the end | 24,831,266 | 18,330,574 | 0 | |||
Weighted Average Exercise Price Per Share | ||||||
Options outstanding at the beginning (in dollars per share) | $ 1.59 | $ 1.59 | $ 1.37 | $ 1.23 | ||
Granted (in dollars per share) | $ 2.699 | 2.70 | 2.57 | 2.23 | ||
Exercised (in dollars per share) | 0.59 | 0.41 | 0.52 | |||
Forfeited (in dollars per share) | 1.78 | 0.99 | 2 | |||
Options outstanding at the end (in dollars per share) | 1.91 | 1.59 | $ 1.37 | $ 1.23 | ||
Vested and exercisable at the end (in dollars per share) | 1.48 | 1.31 | ||||
Vested and expected to vest at the end (in dollars per share) | $ 1.48 | $ 1.59 | ||||
Weighted Average Remaining Contractual Term and Aggregate Intrinsic Value | ||||||
Options outstanding (in years) | 6 years 10 months 6 days | 6 years 7 months 6 days | 6 years 6 months | 7 years 4 months 24 days | ||
Vested and exercisable at the end (in years) | 5 years 4 months 2 days | 5 years 10 months 24 days | ||||
Vested and expected to vest at the end (in years) | 6 years 10 months 6 days | 6 years 7 months 6 days | ||||
Options outstanding at the beginning (in dollars) | $ 20,422 | $ 20,422 | $ 17,044 | $ 21,354 | ||
Options outstanding at the end (in dollars) | 19,567 | 20,422 | $ 17,044 | $ 21,354 | ||
Vested and exercisable at the end (in dollars) | 19,194 | 17,925 | ||||
Vested and expected to vest at the end (in dollars) | $ 19,567 | $ 20,422 |
Stock-based Compensation - Othe
Stock-based Compensation - Other information (Details) - Humacyte, Inc. - USD ($) $ / shares in Units, $ in Millions | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Total intrinsic value of options exercised | $ 0.7 | $ 1.1 | $ 1.4 | $ 4 |
Weighted-average grant-date fair value per share of options granted | $ 2.70 | $ 2.23 | $ 2.57 | $ 2.23 |
Income Taxes - Deferred tax ass
Income Taxes - Deferred tax assets and deferred tax liabilities (Details) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Deferred tax assets: | ||
Federal Net Operating loss | $ 20,430 | |
Total deferred tax asset | 49,000 | |
Less: valuation allowance | (49,000) | |
Humacyte, Inc. | ||
Deferred tax assets: | ||
Organizational costs/Startup expenses | 2,519,000 | $ 1,669,000 |
Deferred Tax Assets, in Process Research and Development | 32,337,000 | 19,660,000 |
Deferred Tax Assets, Tax Credit Carryforwards, Research | 15,056,000 | 10,658,000 |
Federal Net Operating loss | 53,515,000 | 50,616,000 |
Deferred Tax Assets, Right of Use Liabilities | 177,000 | 207,000 |
Deferred Tax Assets, Tax Deferred Expense, Reserves and Accruals, Accrued Liabilities | 57,000 | 71,000 |
Deferred Tax Assets, Other | 1,000 | 1,000 |
Total deferred tax asset | 103,662,000 | 82,882,000 |
Less: valuation allowance | (101,757,000) | (82,193,000) |
Total net deferred tax asset | 1,905,000 | 689,000 |
Deferred tax liabilities: | ||
Basis difference in fixed assets | (1,728,000) | (482,000) |
Right of Use Lease Assets | (177,000) | (207,000) |
Total deferred tax liability | $ (1,905,000) | $ (689,000) |
Income Taxes - Actual income ta
Income Taxes - Actual income tax benefit and statutory federal income tax rate (Details) - USD ($) | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Provision for income taxes, Amount | ||||
Income tax benefit at statutory rate, Rate | 21.00% | |||
State income taxes, net of federal benefit, Rate | 0.00% | |||
Deferred rate changes, Rate | (29.10%) | |||
Change in valuation allowance, Rate | 3.50% | |||
Provision for income taxes, Rate | ||||
Humacyte, Inc. | ||||
Income tax benefit at statutory rate, Amount | $ 0 | $ (13,970,000) | $ (17,939,000) | |
State income taxes, net of federal benefit, Amount | (1,338,000) | (1,739,000) | ||
Tax credits, Amount | (2,625,000) | (1,821,000) | ||
Other nondeductible expenses, Amount | 90,000 | 54,000 | ||
Deferred rate changes, Amount | 16,000 | 16,000 | ||
Other, Amount | (1,736,000) | 449,000 | ||
Change in valuation allowance, Amount | $ 19,563,000 | $ 20,980,000 | ||
Income tax benefit at statutory rate, Rate | 21.00% | 21.00% | ||
State income taxes, net of federal benefit, Rate | 2.00% | 2.00% | ||
Tax credits, Rate | 3.90% | 2.10% | ||
Other nondeductible expenses, Rate | (0.10%) | 0.00% | ||
Deferred rate changes, Rate | 0.00% | 0.00% | ||
Other, Rate | 2.60% | (0.50%) | ||
Change in valuation allowance, Rate | (29.40%) | (24.60%) | ||
Provision for income taxes, Rate | 0.00% | 0.00% |
Income Taxes - Additional infor
Income Taxes - Additional information (Details) - USD ($) | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Operating Loss Carryforwards [Line Items] | ||||
Operating loss | $ 102,284 | $ 102,284 | ||
Effective federal tax rate | 21.00% | |||
Humacyte, Inc. | ||||
Operating Loss Carryforwards [Line Items] | ||||
Percent of limitation on taxable income | 80.00% | |||
Effective federal tax rate | $ 0 | $ (13,970,000) | $ (17,939,000) | |
Adjustment made | $ 0 | |||
Effective federal tax rate | 21.00% | 21.00% | ||
Foreign | Humacyte, Inc. | ||||
Operating Loss Carryforwards [Line Items] | ||||
Operating loss | $ 232,700,000 | $ 232,700,000 | ||
Operating loss | 71,500,000 | |||
Tax credit carryforwards | $ 10,700,000 | |||
State | Humacyte, Inc. | ||||
Operating Loss Carryforwards [Line Items] | ||||
Operating loss | 232,600,000 | 232,600,000 | ||
Tax credit carryforwards | $ 15,100,000 | $ 15,100,000 |
Retirement Plan (Details)
Retirement Plan (Details) - Humacyte, Inc. - USD ($) $ in Millions | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Qualified Plan | ||||
Defined Contribution Plan Disclosure [Line Items] | ||||
Employer's contribution for retirement plan | $ 0.3 | $ 0.3 | $ 0.6 | $ 0.6 |
Plan 401 (K) | ||||
Defined Contribution Plan Disclosure [Line Items] | ||||
Employer's contribution Percentage for retirement plan | 4.00% |
Commitments and Contingencies -
Commitments and Contingencies - Patent License Agreements (Details) - Duke university - License agreement - Humacyte, Inc. | 6 Months Ended |
Jun. 30, 2021shares | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |
Agreement expiration term after first commercial sale | 4 years |
Threshold notice period required to terminate the agreement | 3 months |
Collaborative Arrangement, Shares Issued In Connection With License Agreement | 200,666 |
Commitments and Contingencies_2
Commitments and Contingencies - Payments to Duke under the license agreement (Details) - Yale university - Humacyte, Inc. - USD ($) $ in Millions | 1 Months Ended | 6 Months Ended | |
Aug. 31, 2019 | Feb. 28, 2014 | Jun. 30, 2021 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Milestone payments upon achievement of certain regulatory milestones | $ 0.2 | ||
Milestone payments upon achievement of certain commercial milestones | $ 0.6 | ||
License agreement | |||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Threshold notice period required to terminate the agreement | 90 days | ||
License agreement related to coatings for small diameter vessels to inhibit clotting | |||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Collaborative Arrangement, Maximum Annual Maintenance Fee | $ 0.1 | $ 0.1 | |
License agreement related to bioartificial vascular pancreas | |||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Collaborative Arrangement, Maximum Annual Maintenance Fee | $ 0.1 | ||
License agreement related to tubular prostheses | |||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Collaborative Arrangement, Maximum Annual Maintenance Fee | $ 0.1 |
Related Party Transactions (D_3
Related Party Transactions (Details) - Dr. Niklason, President, CEO and member of board of directors - Humacyte, Inc. - USD ($) $ in Millions | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2020 | Dec. 31, 2023 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Related Party Transaction [Line Items] | |||||
Aggregate amount | $ 2.5 | ||||
Payments made | $ 0.3 | $ 0 | $ 0.5 | $ 0.4 |
Related Party Transactions - st
Related Party Transactions - statements of operations and comprehensive loss (Details) - Humacyte, Inc. - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Related Party Transaction [Line Items] | ||||
Total | $ 166 | $ 313 | $ 620 | $ 571 |
Expenses under MOU | ||||
Related Party Transaction [Line Items] | ||||
Total | 250 | 500 | 422 | |
License expenses | ||||
Related Party Transaction [Line Items] | ||||
Total | 85 | 50 | 92 | 110 |
Other | ||||
Related Party Transaction [Line Items] | ||||
Total | $ 81 | $ 13 | $ 28 | $ 39 |
Subsequent Events - Evaluated t
Subsequent Events - Evaluated the effect subsequent events (Details) | Aug. 26, 2021$ / sharesshares | Nov. 09, 2020installmentshares | Jan. 31, 2021$ / sharesshares | Jun. 30, 2021$ / sharesshares | Dec. 31, 2020$ / sharesshares | Dec. 31, 2019$ / sharesshares |
Humacyte, Inc. | ||||||
Subsequent Event [Line Items] | ||||||
Option to purchase shares of common stock | 5,000,000 | 6,999,500 | 1,831,700 | 2,365,100 | ||
Exercise price | $ / shares | $ 2.699 | $ 2.70 | $ 2.57 | $ 2.23 | ||
Number of shares vested as of the issuance date | 0 | 24,831,266 | 18,330,574 | |||
Number of anniversaries on which options vests in equal annual installments | installment | 3 | |||||
Subsequent event | ||||||
Subsequent Event [Line Items] | ||||||
Option to purchase shares of common stock | 0.26260 | |||||
Exercise price | $ / shares | $ 0.0001 | |||||
Number of shares vested as of the issuance date | 17,500,000 |
Subsequent Events - Amount of c
Subsequent Events - Amount of common stock investors have agreed to purchase (Details) - Humacyte, Inc. | Feb. 17, 2021USD ($) |
Subsequent Event [Line Items] | |
Amount of common stock investors have agreed to purchase | $ 175,000,000 |
Intangible Assets, Net (Including Goodwill) | $ 0 |
Subsequent Events (unaudited) -
Subsequent Events (unaudited) - In connection with the First Amendment to the Loan and Security Agreement (Details) $ in Millions | Jul. 09, 2021USD ($) |
Subsequent event | Humacyte, Inc. | |
Subsequent Event [Line Items] | |
Restricted cash | $ 10 |
Subsequent Events (unaudited)_2
Subsequent Events (unaudited) - Additional stock option (Details) - $ / shares | Aug. 26, 2021 | Jan. 31, 2021 | Jun. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Nov. 09, 2020 |
Humacyte, Inc. | ||||||
Subsequent Event [Line Items] | ||||||
Option to purchase shares of common stock | 5,000,000 | 6,999,500 | 1,831,700 | 2,365,100 | ||
Exercise price | $ 2.699 | $ 2.70 | $ 2.57 | $ 2.23 | ||
Number of shares vested as of the issuance date | 24,831,266 | 18,330,574 | 0 | |||
Subsequent event | ||||||
Subsequent Event [Line Items] | ||||||
Option to purchase shares of common stock | 0.26260 | |||||
Exercise price | $ 0.0001 | |||||
Number of shares vested as of the issuance date | 17,500,000 |
Subsequent Events (unaudited)_3
Subsequent Events (unaudited) -New Humacyte (Details) | Aug. 27, 2021USD ($)tranche$ / sharesshares | Aug. 26, 2021USD ($) | Jun. 30, 2021USD ($)$ / sharesshares | Dec. 31, 2020USD ($)$ / sharesshares | Mar. 31, 2021shares | Dec. 31, 2019USD ($)$ / sharesshares | Dec. 31, 2018shares | Mar. 15, 2006shares |
Subsequent Event [Line Items] | ||||||||
Cash and cash equivalents | $ | $ 383,400 | $ 1,094,761 | ||||||
Aggregate purchase price for number of shares issued to investor | $ | 25,000 | |||||||
New Humacyte | ||||||||
Subsequent Event [Line Items] | ||||||||
Number of shares issued to investor | shares | 287,704 | |||||||
New Humacyte | Tranche two | ||||||||
Subsequent Event [Line Items] | ||||||||
Number of shares issued to investor | shares | 6,405,130 | |||||||
Humacyte, Inc. | ||||||||
Subsequent Event [Line Items] | ||||||||
Net proceeds from the Merger | $ | $ 223,500,000 | |||||||
Cash and cash equivalents | $ | $ 28,969,000 | $ 39,929,000 | $ 93,713,000 | |||||
Common stock, par value | $ / shares | $ 0.001 | $ 0.001 | $ 0.001 | |||||
Number of shares issued to investor | shares | 2,500,000 | |||||||
Warrants to purchase shares of New Humacyte's common stock | shares | 1,095,616 | 125,520 | ||||||
Options to purchase shares of New Humacyte's common stock | shares | 24,831,266 | 18,330,574 | 19,880,073 | 21,473,871 | ||||
Subsequent event | ||||||||
Subsequent Event [Line Items] | ||||||||
Aggregate purchase price for number of shares issued to investor | $ | $ 175,000,000 | |||||||
Contingent consideration liability | $ | $ 147,700,000 | |||||||
Estimated fair value of contingent consideration shares | $ | $ 15,000,000 | |||||||
Subsequent event | Tranche one | ||||||||
Subsequent Event [Line Items] | ||||||||
Volume-weighted average closing sale price | $ / shares | $ 15 | |||||||
Subsequent event | Tranche two | ||||||||
Subsequent Event [Line Items] | ||||||||
Volume-weighted average closing sale price | $ / shares | $ 20 | |||||||
Subsequent event | New Humacyte | ||||||||
Subsequent Event [Line Items] | ||||||||
Options to purchase shares of New Humacyte's common stock | shares | 15,000,000 | |||||||
Contingent consideration (in shares) | shares | 7,500,000 | |||||||
Number of equal tranches | tranche | 2 |