ITEM 1. BUSINESS
Introduction
We
are a blank check company incorporated in May 2020 as a Delaware corporation formed for the purpose of effecting a merger, capital
stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses,
which we refer to throughout this report as our initial business combination. While we may pursue an acquisition opportunity in
any business, industry, sector or geographical location, we intend to focus on innovative companies in the biotechnology sector
in North America and Europe in order to most effectively leverage our management team’s background and expertise.
To
date, our efforts have been limited to organizational activities, completing our initial public offering (the “Initial Public
Offering”) and searching for a target business. We have generated no operating revenues to date, and we do not expect that
we will generate operating revenues until we consummate our initial business combination.
Our
Sponsor and Investment Focus
Our
sponsor is an affiliate of Boxer Capital, LLC, or Boxer Capital, a private biopharmaceutical investment firm based in San Diego,
California. Boxer Capital was founded in 2005 by its managing founders and Tavistock Group, which is the family office of Joseph
C. Lewis. Aaron Davis, our Chief Executive Officer and Chairman, and Christopher Fuglesang, our President, are among the co-founders
of Boxer Capital and serve as its Chief Executive Officer and Managing Director, respectively. Boxer Capital’s investment
focus is on identifying new therapeutics that will improve patient care and outcomes and investing behind these opportunities
to fund their advancement. Boxer Capital invests in the entire drug development lifecycle from early-stage preclinical discovery
assets to late-stage clinical and commercial stage companies.
The
team at Boxer Capital is comprised of individuals with backgrounds in finance, drug development, medicine and science. The majority
of the team has doctorates in medicine and science, and some have been responsible for multiple Investigational New Drug Applications
and New Drug Applications. The in-house team is supplemented by a proprietary network of key opinion leaders, expert consultants,
healthcare executives, and biotechnology investors. We believe their holistic approach will enable us to identify and evaluate
innovative companies that can address unmet needs in healthcare.
A
fundamental area of strength for Boxer Capital has been targeted oncology, having focused on investing in this sector of healthcare
for most of the last ten years. Over time, Boxer Capital has built a network of research scientists, chemists, physicians, and
other experts in areas like manufacturing, intellectual property and food and drug regulations who have expertise in targeted
oncology and can be called upon as needed to assist with diligence. To further bolster our support in this area, we have assembled
a board of individuals who each have particular expertise in the area of targeted oncology, among other areas. Although we may
pursue an acquisition opportunity in any business, industry, or sector, we believe targeted oncology is an area of particular
strength where we may have a competitive advantage in finding, evaluating and capitalizing an attractive target company.
Industry
Opportunity
We
believe that the biotechnology sector represents a tremendous opportunity for growth, with many promising pre-commercial companies
seeking funding and guidance from knowledgeable investment firms. There are multiple trends in the sector that contribute to this
growth potential, including but not limited to rising U.S. healthcare spending, an accelerated pace of biotechnology innovation,
and robust financing and capital markets activity.
Acquisition
Strategy & Investment Criteria
Our
strategy is to leverage our management team’s expertise and network of key opinion leaders, expert consultants, healthcare
executives, biotechnology investors and investment bankers to identify and acquire an attractive target business in the biotechnology
industry. We believe that Boxer Capital’s reputation and track record of favorable investments are an additional competitive
advantage that will make us an attractive partner for companies in this competitive environment.
As
part of our overall strategy, we have identified a set of criteria by which we will evaluate prospective target businesses. While
we may enter into a business combination with a company that does not meet all of these criteria, we intend to focus on companies
that we believe:
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Have identified a unique mechanism,
developed a novel approach to a known mechanism, or made another scientific or technological leap that provides them with
a competitive advantage versus current standard of care;
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Have a competent management team
with the experience and skillset that is necessary to successfully develop and commercialize promising drug candidates;
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Are attractively valued due to being
overlooked, misunderstood or undercapitalized, leaving ample upside for our stockholders;
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Have a thesis that can be understood
and appreciated by public investors in the current environment; and
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Will benefit from our capital, guidance
and network and the public market access we can provide.
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The
above criteria are not meant to be exhaustive, and our management team may adopt new or unique criteria over time and depending
on each particular situation.
Effecting
a Business Combination
General
We
intend to effectuate our initial business combination using cash from the proceeds of our initial public offering and the private
placement of the private shares, our shares, new debt, or a combination of these, as the consideration to be paid in our initial
business combination. We may seek to consummate our initial business combination with a company or business that may be financially
unstable or in its early stages of development or growth (such as a company that has begun operations but is not yet at the stage
of commercial manufacturing and sales), which would subject us to the numerous risks inherent in such companies and businesses,
although we will not be permitted to effectuate our initial business combination with another blank check company or a similar
company with nominal operations.
If
our initial business combination is paid for using shares or debt securities, or not all of the funds released from the trust
account are used for payment of the purchase price in connection with our business combination or used for redemptions of purchases
of our common stock, we may apply the cash released to us from the trust account that is not applied to the purchase price for
general corporate purposes, including for maintenance or expansion of operations of acquired businesses, the payment of principal
or interest due on indebtedness incurred in consummating our initial business combination, to fund the purchase of other companies
or for working capital.
We
have not signed a definitive agreement with any acquisition targets. Subject to the requirement that our initial business combination
must be with one or more target businesses or assets having an aggregate fair market value of at least 80% of the value of the
trust account (excluding any taxes payable) at the time of the agreement to enter into such initial business combination, we have
virtually unrestricted flexibility in identifying and selecting one or more prospective target businesses. Although our management
team will assess the risks inherent in a particular target business with which we may combine, this assessment may not result
in our identifying all risks that a target business may encounter. Furthermore, some of those risks may be outside of our control,
meaning that we can do nothing to control or reduce the chances that those risks will adversely impact a target business.
We
may seek to raise additional funds through a private offering of debt or equity securities in connection with the consummation
of our initial business combination, and we may effectuate our initial business combination using the proceeds of such offering
rather than using the amounts held in the trust account. Subject to compliance with applicable securities laws, we would consummate
such financing only simultaneously with the consummation of our business combination. In the case of an initial business combination
funded with assets other than the trust account assets, our tender offer documents or proxy materials disclosing the business
combination would disclose the terms of the financing and, only if required by law or Nasdaq, we would seek stockholder approval
of such financing. There are no prohibitions on our ability to raise funds privately or through loans in connection with our initial
business combination.
Our
sponsor has entered into an agreement with us to purchase at least an aggregate of 2,500,000 shares of common stock, for
an aggregate purchase price of $25,000,000, or $10.00 per share of common stock, prior to, concurrently with, or following the
closing of our business combination in a private placement. The capital from such transaction may be used as part of the consideration
to the sellers in our initial business combination, and any excess capital from such private placement would be used for working
capital in the post-transaction company. If we sell shares to our sponsor (or any other investor) in connection with our
initial business combination, the equity interest of IPO investors in the combined company may be diluted and the market prices
for our securities may be adversely affected. In addition, if the per share trading price of our shares of common stock is greater
than the price per share paid in the private placement, the private placement will result in value dilution to our shareholders.
Sources
of Target Businesses
We
anticipate that target business candidates will be brought to our attention from various unaffiliated sources, including investment
bankers, venture capital funds, private equity groups, leveraged buyout funds, management buyout funds and other members of the
financial community. Target businesses may be brought to our attention by such unaffiliated sources as a result of being solicited
by us through calls or mailings. These sources also may introduce us to target businesses in which they think we may be interested
on an unsolicited basis, since many of these sources will have read the prospectus from our Initial Public Offering, or this report,
and know what types of businesses we are targeting. Our officers and directors, as well as their affiliates, also may bring to
our attention target business candidates that they become aware of through their business contacts as a result of formal or informal
inquiries or discussions they may have, as well as attending trade shows or conventions. In addition, we expect to receive a number
of proprietary deal flow opportunities that would not otherwise necessarily be available to us as a result of the business relationships
of our officers and directors. While we do not presently anticipate engaging the services of professional firms or other individuals
that specialize in business acquisitions on any formal basis, we may engage these firms or other individuals in the future, in
which event we may pay a finder’s fee, consulting fee or other compensation to be determined in an arm’s length negotiation
based on the terms of the transaction. We will engage a finder only to the extent our management determines that the use of a
finder may bring opportunities to us that may not otherwise be available to us or if finders approach us on an unsolicited basis
with a potential transaction that our management determines is in our best interest to pursue. Payment of finder’s fees
is customarily tied to completion of a transaction, in which case any such fee will be paid out of the funds held in the trust
account. Although some of our officers and directors may enter into employment or consulting agreements with the acquired business
following our initial business combination, the presence or absence of any such arrangements will not be used as a criterion in
our selection process of an acquisition candidate.
We
are not prohibited from pursuing an initial business combination with a company that is affiliated with our sponsor, officers
or directors. In the event we seek to complete our initial business combination with such a company, we, or a committee of independent
directors, would obtain an opinion from an independent investment banking firm or another independent entity that commonly renders
valuation opinions on the type of target business we seek to acquire that such an initial business combination is fair to our
unaffiliated stockholders from a financial point of view.
Selection
of a Target Business and Structuring of a Business Combination
Subject
to the requirement that our initial business combination must be with one or more target businesses or assets having an aggregate
fair market value of at least 80% of the value of the trust account (excluding any taxes payable) at the time of the agreement
to enter into such initial business combination, our management will have virtually unrestricted flexibility in identifying and
selecting one or more prospective target businesses. In any case, we will only consummate an initial business combination in which
we become the majority shareholder of the target (or control the target through contractual arrangements in limited circumstances
for regulatory compliance purposes as discussed below) or are otherwise not required to register as an investment company under
the Investment Company Act or to the extent permitted by law we may acquire interests in a variable interest entity, in which
we may have less than a majority of the voting rights in such entity, but in which we are the primary beneficiary. To the extent
we effect our initial business combination with a company or business that may be financially unstable or in its early stages
of development or growth (such as a company that has begun operations but is not yet at the stage of commercial manufacturing
and sales), we may be affected by numerous risks inherent in such company or business. Although our management will endeavor to
evaluate the risks inherent in a particular target business, we may not properly ascertain or assess all significant risk factors.
In
evaluating a prospective target business, we expect to conduct a thorough due diligence review that will encompass, among other
things, meetings with incumbent management and employees, document reviews, interviews of customers and suppliers, inspection
of facilities, as well as a review of financial and other information which will be made available to us.
The
time required to select and evaluate a target business and to structure and complete our initial business combination, and the
costs associated with this process, are not currently ascertainable with any degree of certainty. Any costs incurred with respect
to the identification and evaluation of a prospective target business with which a business combination is not ultimately completed
will result in our incurring losses and will reduce the funds we can use to complete another business combination. We will not
pay any finders or consulting fees to members of our management team, or any of their respective affiliates, for services rendered
to or in connection with our initial business combination.
Fair
Market Value of Target Business or Businesses
The
target business or businesses or assets with which we effect our initial business combination must have a collective fair market
value equal to at least 80% of the value of the trust account (excluding any taxes payable) at the time of the agreement to enter
into such initial business combination. If we acquire less than 100% of one or more target businesses in our initial business
combination, the aggregate fair market value of the portion or portions we acquire must equal at least 80% of the value of the
trust account at the time of the agreement to enter into such initial business combination. However, we will always acquire at
least a controlling interest in a target business. The fair market value of a portion of a target business or assets will likely
be calculated by multiplying the fair market value of the entire business by the percentage of the target we acquire. We may seek
to consummate our initial business combination with an initial target business or businesses with a collective fair market value
in excess of the balance in the trust account. In order to consummate such an initial business combination, we may issue a significant
amount of debt, equity or other securities to the sellers of such business and/or seek to raise additional funds through a private
offering of debt, equity or other securities. If we issue securities in order to consummate such an initial business combination,
our stockholders could end up owning a minority of the combined company’s voting securities as there is no requirement that
our stockholders own a certain percentage of our company (or, depending on the structure of the initial business combination,
an ultimate parent company that may be formed) after our business combination.
The
fair market value of a target business or businesses or assets will be determined by our board of directors based upon standards
generally accepted by the financial community, such as actual and potential gross margins, the values of comparable businesses,
earnings and cash flow, book value, enterprise value and, where appropriate, upon the advice of appraisers or other professional
consultants. Investors will be relying on the business judgment of our board of directors, which will have significant discretion
in choosing the standard used to establish the fair market value of a particular target business. If our board of directors is
not able to independently determine that the target business or assets has a sufficient fair market value to meet the threshold
criterion, we will obtain an opinion from an unaffiliated, independent investment banking firm or another independent entity that
commonly renders valuation opinions on the type of target business we seek to acquire with respect to the satisfaction of such
criterion. Notwithstanding the foregoing, unless we consummate a business combination with an affiliated entity, we are not required
to obtain an opinion from an independent investment banking firm, or another independent entity that commonly renders valuation
opinions on the type of target business we seek to acquire, that the price we are paying is fair to our stockholders.
Lack
of Business Diversification
For
an indefinite period of time after consummation of our initial business combination, the prospects for our success may depend
entirely on the future performance of a single business. Unlike other entities that have the resources to complete business combinations
with multiple entities in one or several industries, it is probable that we will not have the resources to diversify our operations
and mitigate the risks of being in a single line of business. By consummating our initial business combination with only a single
entity, our lack of diversification may:
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subject us to negative economic,
competitive and regulatory developments, any or all of which may have a substantial adverse impact on the particular industry
in which we operate after our initial business combination, and
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cause us to depend on the marketing and sale of a single product
or limited number of products or services.
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Limited
Ability to Evaluate the Target’s Management Team
Although
we intend to closely scrutinize the management of a prospective target business when evaluating the desirability of effecting
our initial business combination with that business, our assessment of the target business’ management may not prove to
be correct. Members of our management team may not become a part of the target’s management team, and the future management
may not have the necessary skills, qualifications or abilities to manage a public company. Further, it is also not certain whether
one or more of our directors will remain associated in some capacity with us following our initial business combination. Moreover,
members of our management team may not have significant experience or knowledge relating to the operations of the particular target
business. Our key personnel may not remain in senior management or advisory positions with the combined company. The determination
as to whether any of our key personnel will remain with the combined company will be made at the time of our initial business
combination.
Following
our initial business combination, we may seek to recruit additional managers to supplement the incumbent management of the target
business. We may not have the ability to recruit additional managers, or that additional managers will have the requisite skills,
knowledge or experience necessary to enhance the incumbent management.
Stockholders
May Not Have the Ability to Approve an Initial Business Combination
In
connection with any proposed business combination, we will either (1) seek stockholder approval of our initial business combination
at a meeting called for such purpose at which public stockholders may seek to convert their public shares, regardless of whether
they vote for or against the proposed business combination, into their pro rata share of the aggregate amount then on deposit
in the trust account (net of taxes payable) or (2) provide our public stockholders with the opportunity to sell their public shares
to us by means of a tender offer (and thereby avoid the need for a stockholder vote) for an amount equal to their pro rata
share of the aggregate amount then on deposit in the trust account (net of taxes payable), in each case subject to the limitations
described herein. Notwithstanding the foregoing, our initial stockholders have agreed, pursuant to written letter agreements with
us, not to convert any public shares held by them into their pro rata share of the aggregate amount then on deposit in
the trust account. If we determine to engage in a tender offer, such tender offer will be structured so that each stockholder
may tender any or all of his, her or its public shares rather than some pro rata portion of his, her or its shares. The
decision as to whether we will seek stockholder approval of a proposed business combination or will allow stockholders to sell
their shares to us in a tender offer will be made by us based on a variety of factors such as the timing of the transaction and
whether the terms of the transaction would otherwise require us to seek stockholder approval. If we so choose and we are legally
permitted to do so, we have the flexibility to avoid a stockholder vote and allow our stockholders to sell their shares pursuant
to Rule 13e-4 and Regulation 14E of the Exchange Act which regulate issuer tender offers. In that case, we will file tender offer
documents with the SEC which will contain substantially the same financial and other information about the initial business combination
as is required under the SEC’s proxy rules. We will consummate our initial business combination only if we have net tangible
assets of at least $5,000,001 upon such consummation and, solely if we seek stockholder approval, a majority of the issued and
outstanding shares of common stock voted are voted in favor of the business combination.
We
chose our net tangible asset threshold of $5,000,001 to ensure that we would avoid being subject to Rule 419 promulgated under
the Securities Act. However, if we seek to consummate an initial business combination with a target business that imposes any
type of working capital closing condition or requires us to have a minimum amount of funds available from the trust account upon
consummation of such initial business combination, our net tangible asset threshold may limit our ability to consummate such initial
business combination (as we may be required to have a lesser number of shares converted or sold to us) and may force us to seek
third party financing which may not be available on terms acceptable to us or at all. As a result, we may not be able to consummate
such initial business combination and we may not be able to locate another suitable target within the applicable time period,
if at all. Public stockholders may therefore have to wait 24 months from the closing of our Initial Public Offering in order to
be able to receive a pro rata share of the trust account.
Our
initial stockholders and our officers and directors have agreed (1) to vote any shares of common stock owned by them in favor
of any proposed business combination, (2) not to convert any shares of common stock in connection with a stockholder vote to approve
a proposed initial business combination and (3) not sell any shares of common stock in any tender in connection with a proposed
initial business combination. As a result, if we sought stockholder approval of a proposed transaction, we would need only 734,064
of our public shares (or approximately 3.4% of our public shares) to be voted in favor of the transaction in order to have such
transaction approved (assuming that only a quorum was present at the meeting).
If
we hold a meeting to approve a proposed business combination and a significant number of stockholders vote, or indicate an intention
to vote, against such proposed business combination, our officers, directors, initial stockholders or their affiliates could make
purchases of our stock in the open market or in private transactions in order to influence the vote. Notwithstanding the foregoing,
our officers, directors, initial stockholders and their affiliates will not make purchases of common stock if the purchases would
violate Section 9(a)(2) or Rule 10b-5 of the Exchange Act, which are rules designed to stop potential manipulation of a company’s
stock.
Conversion/Tender
Rights
At
any meeting called to approve an initial business combination, public stockholders may seek to convert their public shares, regardless
of whether they vote for or against the proposed business combination, into their pro rata share of the aggregate amount
then on deposit in the trust account, less any taxes then due but not yet paid. Notwithstanding the foregoing, our initial stockholders
have agreed, pursuant to written letter agreements with us, not to convert any public shares held by them into their pro rata
share of the aggregate amount then on deposit in the trust account. If we hold a meeting to approve an initial business combination,
a holder will always have the ability to vote against a proposed business combination and not seek conversion of his shares.
Alternatively,
if we engage in a tender offer, each public stockholder will be provided the opportunity to sell his public shares to us in such
tender offer. The tender offer rules require us to hold the tender offer open for at least 20 business days. Accordingly, this
is the minimum amount of time we would need to provide holders to determine whether they want to sell their public shares to us
in the tender offer or remain an investor in our company.
Our
initial stockholders, officers and directors will not have conversion rights with respect to any shares of common stock owned
by them, directly or indirectly, whether acquired prior to our Initial Public Offering or purchased by them in it or in the aftermarket.
We
may also require public stockholders, whether they are a record holder or hold their shares in “street name,” to either
tender their certificates (if any) to our transfer agent or to deliver their shares to the transfer agent electronically using
Depository Trust Company’s DWAC (Deposit/Withdrawal At Custodian) System, at the holder’s option, at any time at or
prior to the vote on the business combination. The proxy solicitation materials that we will furnish to stockholders in connection
with the vote for any proposed business combination will indicate whether we are requiring stockholders to satisfy such delivery
requirements. Accordingly, a stockholder would have from the time our proxy statement is mailed through the vote on the business
combination to deliver his shares if he wishes to seek to exercise his conversion rights. Under Delaware law and our bylaws, we
are required to provide at least 10 days’ advance notice of any stockholder meeting, which would be the minimum amount of
time a stockholder would have to determine whether to exercise conversion rights. As a result, if we require public stockholders
who wish to convert their shares of common stock into the right to receive a pro rata portion of the funds in the trust
account to comply with the foregoing delivery requirements, holders may not have sufficient time to receive the notice and deliver
their shares for conversion. Accordingly, investors may not be able to exercise their conversion rights and may be forced to retain
our securities when they otherwise would not want to. The conversion rights will include the requirement that a beneficial holder
must identify itself in order to validly redeem its shares.
There
is a nominal cost associated with this tendering process and the act of certificating the shares or delivering them through the
DWAC System. The transfer agent will typically charge the tendering broker $45 and it would be up to the broker whether or not
to pass this cost on to the converting holder. However, this fee would be incurred regardless of whether or not we require holders
seeking to exercise conversion rights. The need to deliver shares is a requirement of exercising conversion rights regardless
of the timing of when such delivery must be effectuated. However, in the event we require stockholders seeking to exercise conversion
rights to deliver their shares prior to the consummation of the proposed business combination and the proposed business combination
is not consummated, this may result in an increased cost to stockholders.
Any
request to convert or tender such shares once made, may be withdrawn at any time up to the vote on the proposed business combination
or expiration of the tender offer. Furthermore, if a holder of a public share delivered his certificate in connection with an
election of their conversion or tender and subsequently decides prior to the vote on the business combination or the expiration
of the tender offer not to elect to exercise such rights, he may simply request that the transfer agent return the certificate
(physically or electronically).
If
the initial business combination is not approved or completed for any reason, then our public stockholders who elected to exercise
their conversion or tender rights would not be entitled to convert their shares for the applicable pro rata share of the
trust account. In such case, we will promptly return any shares delivered by public holders.
Liquidation
of Trust Account if No Business Combination
If
we do not complete a business combination within 24 months from the closing of our Initial Public Offering, we will (i) cease
all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days
thereafter, redeem 100% of the outstanding public shares and (iii) as promptly as reasonably possible following such redemption,
subject to the approval of our remaining stockholders and our board of directors, dissolve and liquidate, subject (in the case
of (ii) and (iii) above) to our obligations under Delaware law to provide for claims of creditors and the requirements of other
applicable law.
Under
the Delaware General Corporation Law, stockholders may be held liable for claims by third parties against a corporation to the
extent of distributions received by them in a dissolution. The pro rata portion of our trust account distributed to our public
stockholders upon the redemption of 100% of our outstanding public shares in the event we do not complete our initial business
combination within the required time period may be considered a liquidation distribution under Delaware law. If the corporation
complies with certain procedures set forth in Section 280 of the Delaware General Corporation Law intended to ensure that it makes
reasonable provision for all claims against it, including a 60-day notice period during which any third-party claims can be brought
against the corporation, a 90-day period during which the corporation may reject any claims brought, and an additional 150-day
waiting period before any redemptions are made to stockholders, any liability of stockholders with respect to a redemption is
limited to the lesser of such stockholder’s pro rata share of the claim or the amount distributed to the stockholder, and
any liability of the stockholder would be barred after the third anniversary of the dissolution.
Furthermore,
if the pro rata portion of our trust account distributed to our public stockholders upon the redemption of 100% of our public
shares in the event we do not complete our initial business combination within the required time period is not considered a liquidation
distribution under Delaware law and such redemption distribution is deemed to be unlawful, then pursuant to Section 174 of the
Delaware General Corporation Law, the statute of limitations for claims of creditors could then be six years after the unlawful
redemption distribution, instead of three years, as in the case of a liquidation distribution. It is our intention to redeem our
public shares as soon as reasonably possible following the 24th month from the
closing of our Initial Public Offering and, therefore, we do not intend to comply with the above procedures. As such, our stockholders
could potentially be liable for any claims to the extent of distributions received by them (but no more) and any liability of
our stockholders may extend well beyond the third anniversary of such date.
Because
we will not be complying with Section 280 of the Delaware General Corporation Law, Section 281(b) of the Delaware General Corporation
Law requires us to adopt a plan, based on facts known to us at such time that will provide for our payment of all existing and
pending claims or claims that may be potentially brought against us within the subsequent 10 years. However, because we are a
blank check company, rather than an operating company, and our operations will be limited to seeking to complete an initial business
combination, the only likely claims to arise would be from our vendors (such as lawyers, investment bankers, etc.) or prospective
target businesses.
We
will seek to have all third parties (including any vendors or other entities we engage after our Initial Public Offering, other
than our independent registered public accounting firm) and any prospective target businesses enter into valid and enforceable
agreements with us waiving any right, title, interest or claim of any kind they may have in or to any monies held in the trust
account. The underwriters in our Initial Public Offering executed such a waiver agreement.
As
a result, the claims that could be made against us will be limited, thereby lessening the likelihood that any claim would result
in any liability extending to the trust. We therefore believe that any necessary provision for creditors will be reduced and should
not have a significant impact on our ability to distribute the funds in the trust account to our public stockholders. Nevertheless,
there is no guarantee that vendors, service providers and prospective target businesses will execute such agreements. In the event
that a potential contracted party was to refuse to execute such a waiver, we will execute an agreement with that entity only if
our management first determines that we would be unable to obtain, on a reasonable basis, substantially similar services or opportunities
from another entity willing to execute such a waiver. Examples of instances where we may engage a third party that refused to
execute a waiver would be the engagement of a third party consultant who cannot sign such an agreement due to regulatory restrictions,
such as our auditors who are unable to sign due to independence requirements, or whose particular expertise or skills are believed
by management to be superior to those of other consultants that would agree to execute a waiver or a situation in which management
does not believe it would be able to find a provider of required services willing to provide the waiver. There is also no guarantee
that, even if they execute such agreements with us, they will not seek recourse against the trust account. Our insiders have agreed
that they will be jointly and severally liable to us if and to the extent any claims by a vendor for services rendered or products
sold to us, or a prospective target business with which we have discussed entering into a transaction agreement, reduce the amount
of funds in the trust account to below $10.00 per public share, except as to any claims by a third party who executed a valid
and enforceable agreement with us waiving any right, title, interest or claim of any kind they may have in or to any monies held
in the trust account and except as to any claims under our indemnity of the underwriters of our Initial Public Offering against
certain liabilities, including liabilities under the Securities Act. Our board of directors has evaluated our insiders’
financial net worth and believes they will be able to satisfy any indemnification obligations that may arise. However, our insiders
may not be able to satisfy their indemnification obligations, as we have not required our insiders to retain any assets to provide
for their indemnification obligations, nor have we taken any further steps to ensure that they will be able to satisfy any indemnification
obligations that arise. Moreover, our insiders will not be liable to our public stockholders and instead will only have liability
to us. As a result, if we liquidate, the per-share distribution from the trust account could be less than approximately $10.00
due to claims or potential claims of creditors. We will distribute to all of our public stockholders, in proportion to their respective
equity interests, an aggregate sum equal to the amount then held in the trust account, inclusive of any interest not previously
released to us, (subject to our obligations under Delaware law to provide for claims of creditors as described below).
If
we are unable to consummate an initial business combination and are forced to redeem 100% of our outstanding public shares for
a portion of the funds held in the trust account, we anticipate notifying the trustee of the trust account to begin liquidating
such assets promptly after such date and anticipate it will take no more than 10 business days to effectuate the redemption of
our public shares. Our insiders have waived their rights to participate in any redemption with respect to their insider shares.
We will pay the costs of any subsequent liquidation from our remaining assets outside of the trust account. If such funds are
insufficient, our insiders have agreed to pay the funds necessary to complete such liquidation (currently anticipated to be no
more than approximately $15,000) and have agreed not to seek repayment of such expenses. Each holder of public shares will receive
a full pro rata portion of the amount then in the trust account, plus any pro rata interest earned on the funds held in the trust
account and not previously released to us or necessary to pay our taxes. The proceeds deposited in the trust account could, however,
become subject to claims of our creditors that are in preference to the claims of public stockholders.
Our
public stockholders shall be entitled to receive funds from the trust account only in the event of our failure to complete our
initial business combination in the required time period or if the stockholders seek to have us convert their respective shares
of common stock upon a business combination which is actually completed by us. In no other circumstances shall a stockholder have
any right or interest of any kind to or in the trust account.
If
we are forced to file a bankruptcy case or an involuntary bankruptcy case is filed against us which is not dismissed, the proceeds
held in the trust account could be subject to applicable bankruptcy law, and may be included in our bankruptcy estate and subject
to the claims of third parties with priority over the claims of our stockholders. To the extent any bankruptcy claims deplete
the trust account, the per share redemption or conversion amount received by public stockholders may be less than $10.00.
If,
after we distribute the proceeds in the trust account to our public stockholders, we file a bankruptcy petition or an involuntary
bankruptcy petition is filed against us that is not dismissed, any distributions received by stockholders could be viewed under
applicable debtor/creditor and/or bankruptcy laws as either a “preferential transfer” or a “fraudulent conveyance.”
As a result, a bankruptcy court could seek to recover all amounts received by our stockholders. In addition, our board of directors
may be viewed as having breached its fiduciary duty to our creditors and/or having acted in bad faith, thereby exposing itself
and us to claims of punitive damages, by paying public stockholders from the trust account prior to addressing the claims of creditors.
Claims may be brought against us for these reasons.
Certificate
of Incorporation
Our
certificate of incorporation contains certain requirements and restrictions relating to our Initial Public Offering that will
apply to us until the consummation of our initial business combination. If we hold a stockholder vote to amend any provisions
of our certificate of incorporation relating to stockholder’s rights or pre-business combination activity (including the
substance or timing within which we have to complete a business combination), we will provide our public stockholders with the
opportunity to redeem their shares of common stock upon approval of any such amendment at a per-share price, payable in cash,
equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account
and not previously released to us to pay our franchise and income taxes, divided by the number of then outstanding public shares,
in connection with any such vote. Our insiders have agreed to waive any conversion rights with respect to any insider shares and
any public shares they may hold in connection with any vote to amend our certificate of incorporation. Specifically, our certificate
of incorporation provides, among other things, that:
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prior to the consummation of our
initial business combination, we shall either (1) seek stockholder approval of our initial business combination at a meeting
called for such purpose at which public stockholders may seek to convert their shares of common stock, regardless of whether
they vote for or against the proposed business combination, into a portion of the aggregate amount then on deposit in the
trust account, or (2) provide our stockholders with the opportunity to sell their shares to us by means of a tender offer
(and thereby avoid the need for a stockholder vote) for an amount equal to their pro rata share of the aggregate amount then
on deposit in the trust account, in each case subject to the limitations described herein;
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we will consummate our initial business
combination only if public stockholders do not exercise conversion rights in an amount that would cause our net tangible assets
to be less than $5,000,001 and a majority of the outstanding shares of common stock voted are voted in favor of the business
combination;
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if our initial business combination
is not consummated within 24 months of the closing of our Initial Public Offering, then our existence will terminate and we
will distribute all amounts in the trust account to all of our public holders of shares of common stock;
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we may not consummate any other business
combination, merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar transaction prior
to our initial business combination; and
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prior to our initial business combination,
we may not issue additional shares of capital stock that would entitle the holders thereof to (i) receive funds from the trust
account or (ii) vote on any initial business combination.
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Potential
Revisions to Agreements with Insiders
Each
of our insiders has entered into letter agreements with us pursuant to which each of them has agreed to do certain things relating
to us and our activities prior to a business combination. We could seek to amend these letter agreements without the approval
of stockholders, although we have no intention to do so. In particular:
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Restrictions relating to liquidating
the trust account if we failed to consummate a business combination in the time-frames specified above could be amended, but
only if we allowed all stockholders to redeem their shares in connection with such amendment;
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Restrictions relating to our insiders
being required to vote in favor of a business combination or against any amendments to our organizational documents could
be amended to allow our insiders to vote on a transaction as they wished;
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The requirement of members of the
management team to remain our officer or director until the closing of a business combination could be amended to allow persons
to resign from their positions with us if, for example, the current management team was having difficulty locating a target
business and another management team had a potential target business;
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The restrictions on transfer of our
securities could be amended to allow transfer to third parties who were not members of our original management team;
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The obligation of our management
team to not propose amendments to our organizational documents could be amended to allow them to propose such changes to our
stockholders;
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The obligation of insiders to not
receive any compensation in connection with a business combination could be modified in order to allow them to receive such
compensation;
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The requirement to obtain a valuation
for any target business affiliated with our insiders, in the event it was too expensive to do so.
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Except
as specified above, stockholders would not be required to be given the opportunity to redeem their shares in connection with such
changes. Such changes could result in:
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Our having an extended period of
time to consummate a business combination (although with less in trust as a certain number of our stockholders would certainly
redeem their shares in connection with any such extension);
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Our insiders being able to vote against
a business combination or in favor of changes to our organizational documents;
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Our operations being controlled by
a new management team that our stockholders did not elect to invest with;
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Our insiders receiving compensation
in connection with a business combination; and
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Our insiders closing a transaction
with one of their affiliates without receiving an independent valuation of such business.
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We
will not agree to any such changes unless we believed that such changes were in the best interests of our stockholders (for example,
if we believed such a modification were necessary to complete a business combination). Each of our officers and directors have
fiduciary obligations to us requiring that they act in our best interests and the best interests of our stockholders.
Competition
In
identifying, evaluating and selecting a target business for our initial business combination, we may encounter intense competition
from other entities having a business objective similar to ours, including other blank check companies, private equity groups
and leveraged buyout funds, and operating businesses seeking strategic acquisitions. Many of these entities are well established
and have significant experience identifying and effecting business combinations directly or through affiliates. Moreover, many
of these competitors possess greater financial, technical, human and other resources than us. Our ability to acquire larger target
businesses will be limited by our available financial resources. This inherent limitation gives others an advantage in pursuing
the acquisition of a target business. Furthermore, the requirement that we acquire a target business or businesses having a fair
market value equal to at least 80% of the value of the trust account (excluding any taxes payable) at the time of the agreement
to enter into the business combination, our obligation to pay cash in connection with our public stockholders who exercise their
redemption rights, may not be viewed favorably by certain target businesses. Any of these factors may place us at a competitive
disadvantage in successfully negotiating our initial business combination.
Facilities
We
pay to an affiliate of our sponsor a fee of $10,000 per month for use of office space and certain office and secretarial services.
The office space is located at 12860 El Camino Real, Suite 300, San Diego, CA 92130.
Employees
We
currently have four executive officers. These individuals are not obligated to devote any specific number of hours to our matters
but they intend to devote as much of their time as they deem necessary to our affairs until we have completed our initial business
combination. The amount of time they will devote in any time period will vary based on whether a target business has been selected
for our initial business combination and the stage of the business combination process we are in. We do not intend to have any
full time employees prior to the consummation of our initial business combination.
Periodic
Reporting and Audited Financial Statements
We
have registered our common stock under the Exchange Act and have reporting obligations, including the requirement that we file
annual, quarterly and current reports with the SEC. In accordance with the requirements of the Exchange Act, this annual report
contains financial statements audited and reported on by our independent registered public accountants.
We
will provide stockholders with audited financial statements of the prospective target business as part of any proxy solicitation
sent to stockholders to assist them in assessing the target business. In all likelihood, the financial information included in
the proxy solicitation materials will need to be prepared in accordance with U.S. GAAP or IFRS, depending on the circumstances,
and the historical financial statements may be required to be audited in accordance with the standards of the PCAOB. The financial
statements may also be required to be prepared in accordance with U.S. GAAP for the Form 8-K announcing the closing of an initial
business combination, which would need to be filed within four business days thereafter. We cannot assure you that any particular
target business identified by us as a potential acquisition candidate will have the necessary financial information. To the extent
that this requirement cannot be met, we may not be able to acquire the proposed target business.
We
will be required to comply with the internal control requirements of the Sarbanes-Oxley Act beginning for the fiscal year ending
December 31, 2021. A target company may not be in compliance with the provisions of the Sarbanes-Oxley Act regarding adequacy
of their internal controls. The development of the internal controls of any such entity to achieve compliance with the Sarbanes-Oxley
Act may increase the time and costs necessary to complete any such acquisition.
We
are an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the JOBS Act. As
such, we are eligible to 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 our periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory
vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. If some investors
find our securities less attractive as a result, there may be a less active trading market for our securities and the prices of
our securities may be more volatile.
In
addition, Section 107 of the JOBS Act also provides that an “emerging growth company” can take advantage of the extended
transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards.
In other words, an “emerging growth company” can delay the adoption of certain accounting standards until those standards
would otherwise apply to private companies. We intend to take advantage of the benefits of this extended transition period.
We
will remain an emerging growth company until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary
of the completion of our Initial Public Offering, (b) in which we have total annual gross revenue of at least $1.07 billion, or
(c) in which we are deemed to be a large accelerated filer, which means the market value of our common stock that is held by non-affiliates
exceeds $700 million as of the prior June 30th, and (2) the date on which we have
issued more than $1.0 billion in non-convertible debt securities during the prior three-year period. References herein to “emerging
growth company” shall have the meaning associated with it in the JOBS Act.
Legal
Proceedings
There
is no material litigation, arbitration or governmental proceeding currently pending against us or any of our officers or directors
in their capacity as such, and we and our officers and directors have not been subject to any such proceeding in the 12 months
preceding the date of this report.
ITEM 1A. RISK FACTORS
As
a smaller reporting company, we are not required to make disclosures under this Item.
ITEM 1B. UNRESOLVED STAFF COMMENTS
Not
applicable.
ITEM 2. PROPERTIES
We
currently maintain our executive offices at 12860 El Camino Real, Suite 300, San Diego, CA 92130. We pay to an affiliate of our
sponsor a fee of $10,000 per month for providing us with office space and certain office and secretarial services. We consider
our current office space adequate for our current operations.
ITEM 3. LEGAL PROCEEDINGS
We
may be subject to legal proceedings, investigations and claims incidental to the conduct of our business from time to time. We
are not currently a party to any material litigation or other legal proceedings brought against us. We are also not aware of any
legal proceeding, investigation or claim, or other legal exposure that has a more than remote possibility of having a material
adverse effect on our business, financial condition or results of operations.
ITEM 4. MINE SAFETY DISCLOSURES
Not
Applicable.
part
II
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
Our
common stock began to trade on the Nasdaq Capital Market, or Nasdaq, under the symbol “BCTG” on September 3, 2020.
Holders
of Record
As of March 31,, 2021, there
were 21,377,250 shares of our common stock issued and outstanding held by 12 stockholders of record. The number of record holders was
determined from the records of our transfer agent and does not include beneficial owners of shares whose shares are held in the names
of various security brokers, dealers, and registered clearing agencies.
Dividends
We
have not paid any cash dividends on our common stock to date and do not intend to pay cash dividends prior to the completion of
an initial business combination. The payment of cash dividends in the future will be dependent upon our revenues and earnings,
if any, capital requirements and general financial condition subsequent to completion of a business combination. The payment of
any dividends subsequent to a business combination will be within the discretion of our board of directors at such time. It is
the present intention of our board of directors to retain all earnings, if any, for use in our business operations and, accordingly,
our board of directors does not anticipate declaring any dividends in the foreseeable future. In addition, our board of directors
is not currently contemplating and does not anticipate declaring any share dividends in the foreseeable future. Further, if we
incur any indebtedness, our ability to declare dividends may be limited by restrictive covenants we may agree to in connection
therewith.
Securities
Authorized for Issuance Under Equity Compensation Plans
None.
Recent
Sales of Unregistered Securities
None.
Use
of Proceeds
On
September 8, 2020, we consummated our initial public offering (“Initial Public Offering”) of 16,675,000 shares of
our common stock, which includes full exercise of the underwriter’s over-allotment option. The shares of common stock were
sold at a price of $10.00 per share of common stock, generating gross proceeds to us of $166,750,000. The securities sold in the
offering were registered under the Securities Act on registration statements on Form S-1 (No. 333-240237).
Simultaneously
with the closing of the Initial Public Offering, we consummated the private placement (“Private Placement”) with our
sponsor of 533,500 shares of Common Stock (the “Private Shares”) at a price of $10.00 per share, generating total
proceeds of $5,335,000. The Private Shares are identical to the shares of common stock sold in the Initial Public Offering. Additionally,
the sponsor has agreed not to transfer, assign, or sell any of the Private Shares (except in limited circumstances, as described
in the Initial Public Offering Registration Statement) until the date that is 30 days after the date we complete our initial business
combination. Our sponsor was granted certain demand and piggyback registration rights in connection with the purchase of the Private
Shares. The Private Shares were issued pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended, as the transactions
did not involve a public offering.
Of
the gross proceeds received from the Initial Public Offering and the Private Placement, $166,750,000.00 was placed in the Trust
Account.
We
paid a total of $3,335,000 in underwriting discounts and commissions and approximately $454,000 for other offering costs and expenses
related to the Initial Public Offering. Deferred underwriting fees in the amount of $5,836,250 are due upon the closing of a business
combination.
For
a description of the use of the proceeds generated in our initial public offering, see below Part II, Item 7 – Management’s
Discussion and Analysis of Financial Condition and Results of Operations of this Form 10-K.
Purchases
of Equity Securities by the Issuer and Affiliated Purchasers
None.
ITEM 6. [RESERVED]
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
References
to the “Company,” “BCTG Acquisition Corp.,” “BCTG,” “our,” “us” or
“we” refer to BCTG Acquisition Corp. The following discussion and analysis of the Company’s financial condition
and results of operations should be read in conjunction with the financial statements and the notes thereto contained elsewhere
in this report. Certain information contained in the discussion and analysis set forth below includes forward-looking statements
that involve risks and uncertainties.
Cautionary
Note Regarding Forward-Looking Statements
This
Annual Report on Form 10-K includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933,
as amended, and Section 21E of the Exchange Act. We have based these forward-looking statements on our current expectations and
projections about future events. These forward-looking statements are subject to known and unknown risks, uncertainties and assumptions
about us that may cause our actual results, levels of activity, performance or achievements to be materially different from any
future results, levels of activity, performance or achievements expressed or implied by such forward-looking statements. In some
cases, you can identify forward-looking statements by terminology such as “may,” “should,” “could,”
“would,” “expect,” “plan,” “anticipate,” “believe,” “estimate,”
“continue,” or the negative of such terms or other similar expressions. Factors that might cause or contribute to
such a discrepancy include, but are not limited to, those described in our other U.S. Securities and Exchange Commission (“SEC”)
filings.
Overview
We
are a blank check company incorporated as a Delaware corporation on May 21, 2020. We were formed for the purpose of effecting
a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses
(the “Business Combination”). Although we are not limited to a particular industry or sector for purposes of consummating
a Business Combination, intend to focus on businesses that have their primary operations located in North America and Europe in
the biotechnology industry. We are an emerging growth company and, as such, we are subject to all of the risks associated with
emerging growth companies.
Our
sponsor is BCTG Holdings, LLC, a Delaware limited liability company (the “Sponsor”). The registration statement
for our initial public offering (the “Initial Public Offering”) was declared effective on September 2, 2020. On September
8, 2020, we consummated an Initial Public Offering of 16,675,000 shares of common stock (the “Public Shares”), which
includes 2,175,000 Public Shares as a result of the underwriters’ full exercise of their over-allotment option, at an offering
price of $10.00 per Public Share, generating gross proceeds of approximately $166.8 million, and incurring offering costs of approximately
$9.6 million, inclusive of approximately $5.8 million in deferred underwriting commissions.
Simultaneously
with the closing of the Initial Public Offering, we consummated the private placement (“Private Placement”) of 533,500
shares of common stock (the “Private Placement Shares”), at a price of $10.00 per Private Placement Share to the Sponsor,
generating gross proceeds of approximately $5.3 million.
Upon
the closing of the Initial Public Offering and the Private Placement (including the exercise of the over-allotment) $166.8 million,
representing the net proceeds of the sale of the Public Shares in the Initial Public Offering and certain proceeds of the Private
Placement, was placed in a trust account (“Trust Account”) located in the United States with Continental
Stock Transfer& Trust Company acting as trustee, and held as cash or invested only 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 money
market funds meeting certain conditions under the Investment Company Act, which invest only in direct U.S. government treasury
obligations, as determined by us, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution
of the Trust Account as described below.
We
will have 24 months from the closing of the Initial Public Offering, or September 8, 2022, to complete our initial Business
Combination (the “Combination Period”). If we do not complete a Business Combination within this period of time (and
stockholders do not approve an amendment to the amended and restated certificate of incorporation to extend this date) we will
(i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business
days thereafter, redeem 100% of the outstanding Public Shares and (iii) as promptly as reasonably possible following such redemption,
subject to the approval of the remaining stockholders and the board of directors, dissolve and liquidate, subject (in the case
of (ii) and (iii) above) to our obligations under Delaware law to provide for claims of creditors and the requirements of other
applicable law. The initial stockholders have agreed to waive their liquidation rights with respect to the Founder Shares if we
fail to complete a Business Combination within the Combination Period. However, if the Initial Stockholders should acquire Public
Shares in or after the Initial Public Offering, they will be entitled to liquidating distributions from the Trust Account with
respect to such Public Shares if we fail to complete a Business Combination within the Combination Period. The underwriters have
agreed to waive their rights to their deferred underwriting commission held in the Trust Account in the event we do not complete
a Business Combination within the Combination Period and, in such event, such amounts will be included with the funds held in
the Trust Account that will be available to fund the redemption of our Public Shares. In the event of such distribution, it is
possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets)
will be only $10.00 per share initially held in the Trust Account.
Results
of Operations
Our
entire activity since inception up to December 31, 2020 was in preparation for our formation, the Initial Public Offering, and,
since the closing of our Initial Public Offering, a search for business combination candidates. We will not be generating any
operating revenues until after the closing and completion of our initial Business Combination.
For
the period from May 21, 2020 (inception) through December 31, 2020, we had net loss of approximately $123,000, which consisted
of approximately $109,000 in general and administrative expenses, approximately $40,000 in general and administrative expenses
– related party, and approximately $39,000 in franchise and income tax expense, offset by approximately $65,000 in interest
income earned on investments held in the Trust Account.
Liquidity
and Capital Resources
As
of December 31, 2020, we had $1.3 million in cash available for operating expenses and approximately $1.4 million of working capital.
Prior
to the completion of the Initial Public Offering, our liquidity needs were satisfied through a payment of $25,000 from our Sponsor
in exchange for the issuance of the Founder Shares (as defined below), and the loans under the Note (as defined below) of approximately
$127,000 to us to cover for offering costs in connection with the Initial Public Offering. We fully repaid the Notes on September
10, 2020. Subsequent to the consummation of the Initial Public Offering on September 8, 2020, the liquidity needs have been satisfied
through the net proceeds from the consummation of the Private Placement not held in the Trust Account. In addition, in order to
finance transaction costs in connection with a Business Combination, our officers, directors and initial stockholders may, but
are not obligated to, provide us Working Capital Loans (as defined below). As of December 31, 2020, there were no amounts outstanding
under any Working Capital Loans.
Based
on the foregoing, management believes that we will have sufficient working capital and borrowing capacity to meet our needs through
the earlier of the consummation of a Business Combination or one year from this filing. Over this time period, we will be using
these funds for paying existing accounts payable, identifying and evaluating prospective initial Business Combination candidates,
performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to merge
with or acquire, and structuring, negotiating and consummating the Business Combination.
Management
continues to evaluate the impact of the COVID-19 pandemic and has concluded that the specific impact is not readily determinable
as of the date of the balance sheet. The financial statement does not include any adjustments that might result from the outcome
of this uncertainty.
Related
Party Transactions
Founder
Shares
On
June 4, 2020, we issued 3,593,750 shares of common stock to our Sponsor in exchange for a payment of $25,000 (the “Founder
Shares”). On September 2, 2020, we declared a dividend of 0.16 shares for each outstanding share of common stock (an aggregate
of 575,000 shares), resulting in an aggregate of 4,168,750 shares outstanding. All shares and associated amounts have been retroactively
restated to reflect the share dividend. Our Sponsor currently owns an aggregate of 4,493,450 shares of common stock, and our independent
directors and advisors collectively own 208,800 shares of common stock. Our Sponsor had agreed to forfeit up to an aggregate of
543,750 Founder Shares, so that the Founder Shares would represent 20% of our issued and outstanding shares after the Initial
Public Offering, to the extent the underwriters’ over-allotment option was not exercised in full or in part. On September
8, 2020, the underwriters exercised their 15% over-allotment option in full; thus, the Founder Shares were no longer subject to
forfeiture.
The
Initial Stockholders agreed not to transfer, assign or sell any of their Founder Shares (except to certain permitted transferees)
until the earlier of (i) one year after the date of the consummation of the initial Business Combination or (ii) the date on which
the closing price of our common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations
and recapitalizations) for any 20 trading days within any 30-trading day period commencing at least 150 days after the initial
Business Combination, or earlier if, subsequent to the initial Business Combination, we consummate a subsequent liquidation, merger,
stock exchange or other similar transaction which results in all of the stockholders having the right to exchange their shares
of common stock for cash, securities or other property.
Private
Placement Shares
Concurrently
with the closing of the Initial Public Offering, our Sponsor purchased 533,500 Private Placement Shares, at a price of $10.00
per share, in a private placement for an aggregate purchase price of approximately $5.3 million. The Private Placement Shares
are identical to the shares of common stock sold in the Initial Public Offering, subject to certain limited exceptions as described
in Note 1 of our financial statements.
Our
Sponsor and our officers and directors have agreed, subject to limited exceptions, not to transfer, assign or sell any of their
Private Placement Shares until 30 days after the completion of the Initial Business Combination.
Related
Party Loans
On
May 21, 2020 and June 10, 2020, our Sponsor agreed to loan us up to $25,025 and $274,975, respectively, for an aggregate amount
of $300,000 to be used for the payment of costs related to the Initial Public Offering pursuant to a promissory note (each, a
“Note” and, collectively, the “Notes”). The Notes were non-interest bearing, unsecured and due upon the
date we consummate the Initial Public Offering. We borrowed approximately $127,000 under the Notes and repaid the Notes in full
on September 10, 2020.
In
order to fund working capital deficiencies or finance transaction costs in connection with an intended initial Business Combination,
the initial stockholders, officers and directors and their affiliates may, but are not obligated to, loan us funds as may be required
(the “Working Capital Loans”). Each loan would be evidenced by a promissory note. The notes would either be paid upon
consummation of the initial Business Combination, without interest, or, at the lender’s discretion, up to $1.5 million of
the notes may be converted upon consummation of the Business Combination into additional private placement shares at a conversion
price of $10.00 per share. If we do not complete a Business Combination, the loans will not be repaid. Such private placement
shares would be identical to the Private Placement Shares. We did not have any borrowings under the Working Capital Loans as of
December 31, 2020.
Administrative
Support Agreement
Commencing
on the date of our prospectus, we agreed to pay an affiliate of the Sponsor a total of $10,000 per month for office space and
certain office and secretarial services. Upon completion of the Initial Business Combination or our liquidation, we will cease
paying these monthly fees. For the period from May 21, 2020 (inception) through December 31, 2020, the Company incurred $40,000
related to these services. As of December 31, 2020, no amounts were payable related to this agreement.
Share
Purchase Commitment
Our
Sponsor entered into an agreement to purchase an aggregate of at least 2,500,000 shares of common for an aggregate purchase price
of $25.0 million, or $10.00 per share, prior to, concurrently with, or following the closing of the initial Business Combination
in a private placement. The funds from such private placement may be used as part of the consideration to the sellers in the initial
Business Combination, and any excess funds from such private placement may be used for working capital in the post-transaction
company.
Contractual
Obligations
Registration
Rights
The
holders of the Founder Shares, Private Placement Shares and shares that may be issued upon conversion of Working Capital Loans
are entitled to registration rights pursuant to a registration rights agreement. The holders of a majority of these securities
are entitled to make up to two demands that we register such securities. The holders of the majority of the Founder Shares can
elect to exercise these registration rights at any time commencing three months prior to the date on which these shares of common
stock are to be released from escrow. In addition, the holders have certain “piggy-back” registration rights with
respect to registration statements filed subsequent to the consummation of a Business Combination. We will bear the expenses incurred
in connection with the filing of any such registration statements.
Underwriting
Agreement
The
underwriters were entitled to an underwriting discount of $0.20 per share, or approximately $3.3 million in the aggregate, paid
upon the closing of the Initial Public Offering. In addition, the underwriters will be entitled to a deferred underwriting commission
of $0.35 per share, or approximately $5.8 million in the aggregate if the underwriters’ over-allotment option is exercised
in full. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event
that we complete a Business Combination, subject to the terms of the underwriting agreement.
Critical
Accounting Policies
Investments
Held in the Trust Account
Our
portfolio of investments held in the Trust Account is comprised of 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 investments in money market funds that
invest in U.S. government securities, or a combination thereof. The investments held in the Trust Account are classified as trading
securities. Trading securities are presented on the balance sheet at fair value at the end of each reporting period. Gains and
losses resulting from the change in fair value of these securities is included in interest earned on investments held in the Trust
Account on the accompanying statement of operations. The estimated fair values of investments held in the Trust Account are determined
using available market information.
Common
Stock Subject to Possible Redemption
We
account for our common stock subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing
Liabilities from Equity.” Shares of common stock subject to mandatory redemption (if any) are classified as liability instruments
and are measured at fair value. Shares of 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 our control) are classified as temporary equity. At all other times, shares of common stock are classified as stockholders’
equity. Our common stock features certain redemption rights that are considered to be outside of our control and subject to the
occurrence of uncertain future events. Accordingly, as of December 31, 2020, 15,736,221 shares of common stock subject to possible
redemption are presented as temporary equity, outside of the stockholders’ equity section of the accompanying balance sheet.
Net
Loss Per Common Share
We
comply with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” Net loss per share
of common stock is computed by dividing net loss applicable to stockholders by the weighted average number of shares of common
stock outstanding during the periods. Weighted average share were reduced for the effect of an aggregate of 543,750 shares of
common stock that were subject to forfeiture if the over-allotment option was not exercised by the underwriters. The underwriters
exercised their over-allotment option in full on September 8, 2020; thus, these Founder Shares were no longer subject to forfeiture
(see Note 6). At December 31, 2020, we did not have any dilutive securities and other contracts that could, potentially, be exercised
or converted into shares of common stock and then share in the earnings of the Company. As a result, diluted loss per share is
the same as basic loss per share for the periods presented.
Our
statement of operations includes a presentation of loss per share for common stock subject to redemption in a manner similar to the two-class method of
income per share. Net loss per share, basic and diluted for Public Shares is calculated by dividing the investment income earned
on the Trust Account, net of applicable income and franchise taxes of approximately $26,000 for the period from May 21, 2020 (inception)
through December 31, 2020, by the weighted average number of shares of Public Shares outstanding for the period. Net loss per
share, basic and diluted for Founder Shares is calculated by dividing the net loss of approximately $123,000, less income attributable
to Founder Shares, by the weighted average number of shares of Founder Shares outstanding for the periods.
Off-Balance
Sheet Arrangements
As
of December 31, 2020, we did not have any off-balance sheet arrangements as defined in Item 303(a)(4)(ii) of Regulation S-K.
JOBS
Act
The
Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”) contains provisions that, among other things, relax certain
reporting requirements for qualifying public companies. We qualify as an “emerging growth company” and under the JOBS
Act are allowed to comply with new or revised accounting pronouncements based on the effective date for private (not publicly
traded) companies. We have elected to delay the adoption of new or revised accounting standards, and as a result, we may not comply
with new or revised accounting standards on the relevant dates on which adoption of such standards is required for non-emerging
growth companies. As a result, the financial statements may not be comparable to companies that comply with new or revised accounting
pronouncements as of public company effective dates.
Additionally,
we are in the process of evaluating the benefits of relying on the other reduced reporting requirements provided by the JOBS Act.
Subject to certain conditions set forth in the JOBS Act, if, as an “emerging growth company,” we choose to rely on
such exemptions we may not be required to, among other things, (i) provide an auditor’s attestation report on our system
of internal controls over financial reporting pursuant to Section 404, (ii) provide all of the compensation disclosure that may
be required of non-emerging growth public companies under the Dodd-Frank Wall Street Reform and Consumer Protection Act, (iii)
comply with any requirement that may be adopted by the PCAOB regarding mandatory audit firm rotation or a supplement to the auditor’s
report providing additional information about the audit and the financial statements (auditor discussion and analysis) and (iv)
disclose certain executive compensation related items such as the correlation between executive compensation and performance and
comparisons of the CEO’s compensation to median employee compensation. These exemptions will apply for a period of five
years following the completion of our Initial Public Offering or until we are no longer an “emerging growth company,”
whichever is earlier.
Recent
Accounting Pronouncements
Our
management does not believe there are any other recently issued, but not yet effective, accounting pronouncements, if currently
adopted, that would have a material effect on our financial statements.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
We
are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information otherwise
required under this item.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Our
financial statements and the notes thereto begin on page F-1 of this Annual Report.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
None.
ITEM 9A. CONTROLS AND PROCEDURES
Evaluation
of Disclosure Controls and Procedures
Under
the supervision and with the participation of our management, including our principal executive officer and principal financial
and accounting officer, we conducted an evaluation of the effectiveness of our disclosure controls and procedures as of the end
of the fiscal year ended December 31, 2020, as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act. Based
on this evaluation, our principal executive officer and principal financial and accounting officer have concluded that during
the period covered by this report, our disclosure controls and procedures were effective.
Disclosure
controls and procedures are designed to ensure that information required to be disclosed by us in our Exchange Act reports is
recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and that such
information is accumulated and communicated to our management, including our principal executive officer and principal financial
officer or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.
Internal
Control over Financial Reporting
This
Annual Report does not include a report of management’s assessment regarding internal control over financial reporting due
to a transition period established by rules of the Securities and Exchange Commission for newly public companies. This annual
report does not include an attestation report of our registered public accounting firm regarding internal control over financial
reporting. As a smaller reporting company, management’s report is not subject to attestation by our registered public accounting
firm.
Changes
in Internal Control over Financial Reporting
There
have been no changes in our internal control over financial reporting during the quarter ended December 31, 2020 that have materially
affected, or are reasonably likely to materially affect, our internal control over financial reporting.
ITEM 9B. OTHER INFORMATION
None.
part
III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
The following table sets forth information about our
directors and executive officers as of March 31, 2021.
Name
|
|
Age
|
|
|
Position
|
Aaron I. Davis
|
|
42
|
|
|
Chairman, Chief Executive Officer
|
Christopher Fuglesang, Ph.D., J.D.
|
|
52
|
|
|
President, Director
|
Michael Beauchamp
|
|
30
|
|
|
Chief Financial Officer, Treasurer
|
Andrew Ellis, M.D., J.D.
|
|
38
|
|
|
Chief Operating Officer, Secretary
|
Carole L. Nuechterlein, J.D.
|
|
60
|
|
|
Director
|
Richard Heyman, Ph.D.
|
|
63
|
|
|
Director
|
Charles M. Baum, M.D., Ph.D.
|
|
63
|
|
|
Director
|
Jamie G. Christensen, Ph.D.
|
|
53
|
|
|
Director
|
James B. Avery
|
|
57
|
|
|
Director
|
Aaron
I. Davis has served as our Chief Executive Officer and Chairman of our board of directors since May 2020. Mr. Davis co-founded
Boxer Capital, LLC (“Boxer Capital”), the healthcare arm of the Tavistock Group, where he has served as portfolio
manager since 2005 and as Chief Executive Officer since 2012. At Boxer Capital, Mr. Davis is responsible for identifying, evaluating
and structuring investment opportunities in private and public biotechnology companies. Mr. Davis serves as a member of the board
of directors of Mirati Therapeutics, Inc. (Nasdaq:MRTX), Odonate Therapeutics, Inc. (Nasdaq:ODT), iTeos Therapeutics, Inc. (Nasdaq:ITOS),
and Sojournix, Inc. and serves as the Executive Chairman of CiVi Biopharma Holdings, Inc. Prior to joining the Tavistock Group,
Mr. Davis worked in the Global Healthcare Investment Banking and Private Equity Groups at UBS Warburg, LLC. Mr. Davis received
an M.A. degree in biotechnology from Columbia University and a B.B.A. degree in finance from Emory University. We believe Mr.
Davis’ experience serving as a director of biotechnology companies and as a manager of funds specializing in the area of
life sciences qualifies him to serve on our Board of Directors.
Christopher
Fuglesang, Ph.D., J.D., has served as our President and as a member of our board of directors since May 2020. Dr. Fuglesang
joined Tavistock Group in 2005 as a vice president and was a co-founder of Boxer Capital, where he has been a managing director
since 2012. At Boxer Capital, Dr. Fuglesang assists in managing the firm’s research team, deal structuring and securities
compliance. Prior to joining Boxer Capital, Dr. Fuglesang was vice president at Eidogen-Sertanty, Inc., a structural proteomics
software company, and an attorney at Perkins Coie LLC. Dr. Fuglesang is a member of the board of directors of Pandion Therapeutics,
Inc. and CiVi Biopharma Holdings, Inc. Dr. Fuglesang served as a member of the board of directors of Kalypsys, Inc. from 2007
to 2013 and of Ambrx Inc. from 2011 to 2015. Dr. Fuglesang received a B.S. in chemistry and physics from the University of California
at Los Angeles, a Ph.D. in theoretical chemical physics from the University of California at Los Angeles, and a J.D. from Boston
University. We believe Dr. Fuglesang’s experience as an investor in the life sciences industry qualifies him to serve on
our board of directors.
Michael
Beauchamp has served as our Chief Financial Officer and Treasurer since May 2020. Mr. Beauchamp has served as Vice President
of Finance at Boxer Capital since January 2016, where he is responsible for the firm’s back office operations, including
finance, tax, audit and administration. Prior to joining Boxer Capital, Mr. Beauchamp worked in the assurance practice at PricewaterhouseCoopers
from 2012 to January 2016. Mr. Beauchamp received a bachelor of accountancy degree from the University of San Diego.
Andrew
Ellis, M.D., J.D., has served as our Chief Operating Officer and Secretary since May 2020. Dr. Ellis has served at Boxer Capital
as Head of Compliance since July 2018 and as Senior Vice President since December 2020, where he is responsible for securities
compliance, deal structuring and due diligence for investments in private and public healthcare companies. Prior to joining Boxer
Capital, Dr. Ellis was a corporate and securities attorney at Wilson Sonsini Goodrich & Rosati, P.C. from August 2013 to July
2018, where he worked with life sciences companies and investors on a variety of corporate transactions. Dr. Ellis received an
M.D. and general surgery training at Baylor College of Medicine, a J.D. from New York University School of Law, and a B.S. degree
in Biology from Baylor University.
Carole
L. Nuechterlein, J.D., has served on our board of directors since the completion of our initial public offering. Ms. Nuechterlein
joined F. Hoffmann-La Roche Ltd. in 2001 and currently serves as the head of Roche Venture Fund. Prior to that, from 1998 to 2001,
Ms. Nuechterlein served as General Counsel for SangStat, Inc., a biopharmaceutical company. Ms. Nuechterlein has served as a member
of the board of directors of Millendo Therapeutics, Inc. (Nasdaq:MLND) since March 2017 and Aligos Therapeutics (Nasdaq:
ALGS) since August 2018,. Ms. Nuechterlein serves and has served as a member of the boards of directors of a number of private
biotechnology companies, including Enthera Therapeutics since January 2021, Entrada Therapeutics since April 2020, Vivet Therapeutics
SAS since April 2017, CiVi BioPharma, Inc. since March 2017, Mission Therapeutics Ltd. since January 2017, Arch Oncology Inc.
since August 2016 and Second Genome, Inc. since April 2016. She also served as a member of the board of directors of AveXis Inc.,
a biotechnology company (Nasdaq:AVXS), from October 2014 to May 2017. Ms. Nuechterlein received a B.A. from Valparaiso University
and a J.D. from University of Michigan. We believe Ms. Nuechterlein’s experience investing in innovative biotechnology companies
qualifies her to serve on our board of directors.
Richard
Heyman, Ph.D., has served on our board of directors since the completion of our initial public offering. Dr. Heyman is chairman
of the board of directors and co-founder of Metacrine, Inc., a biotechnology company developing new therapeutics for the treatment
of liver and gastrointestinal diseases. He also is on the board of directors of Gritstone Oncology, Inc. (Nasdaq:GRTS) and is
the co-founder and chairman of the board of directors of ORIC Pharmaceuticals, Inc. (Nasdaq:ORIC). Previously, Dr. Heyman served
as president and chief executive officer of Seragon Pharmaceuticals Inc., or Seragon, a privately-held biotechnology company,
which was acquired by Genentech in 2014. Prior to Seragon, he co-founded and served as president and chief executive officer of
Aragon Pharmaceuticals, Inc., or Aragon, until it was purchased by Johnson & Johnson in 2013. Dr. Heyman is a venture partner
for Arch Ventures and also serves on the boards of directors for private life sciences companies Yumanity Therapeutics, Inc.,
Vividion Therapeutics, Inc., PMV Pharmaceuticals, Inc. and Amunix Inc. He is Vice Chair of the Board of Trustees at the Salk Institute,
on the Board Foundation for the American Association for Cancer Research, or AACR, and on the Board of Visitors at the University
of California at San Diego Moores Cancer Center. Dr. Heyman received a B.S. in chemistry from the University of Connecticut and
a Ph.D. in pharmacology from the University of Minnesota. He was an NIH post-doctoral fellow and staff scientist at the Salk Institute.
We believe Dr. Heyman’s experience and expertise as a biotechnology executive and investor qualifies him to serve on our
board of directors.
Charles
M. Baum, M.D., Ph.D., has served on our board of directors since the completion of our initial public offering. Dr. Baum has
been the President and Chief Executive Officer and a member of the board of directors of Mirati Therapeutics, Inc. since November
2012. From June 2003 to September 2012, he was at Pfizer as Senior Vice President for Biotherapeutic Clinical Research within
Pfizer’s Worldwide Research & Development division and as Vice President and Head of Oncology Development and Chief
Medical Officer for Pfizer’s Biotherapeutics and Bioinnovation Center. From 2000 to 2003, he was responsible for the development
of several oncology compounds at Schering-Plough Corporation (acquired by Merck). His career has included academic and hospital
positions at Stanford University and Emory University, as well as positions of increasing responsibility within the pharmaceutical
industry at SyStemix, Inc. (acquired by Novartis AG), G.D. Searle & Company (acquired by Pfizer), Schering-Plough Corporation
(acquired by Merck) and Pfizer. Dr. Baum has served on the board of directors of Immunomedics, Inc. (Nasdaq:IMMU) since February
2019 and was on the board of directors of Array BioPharma Inc. from 2014 until its acquisition by Pfizer in July 2019. Dr. Baum
received his M.D. and Ph.D. (Immunology) degrees from Washington University School of Medicine in St. Louis, Missouri and completed
his post-doctoral training at Stanford University. We believe Dr. Baum’s experience as a biotechnology executive and his
expertise in targeted oncology qualifies him to serve on our board of directors.
Jamie
G. Christensen, Ph.D., has served on our board of directors since the completion of our initial public offering. Dr. Christensen
has been the Executive Vice President and Chief Scientific Officer of Mirati Therapeutics, Inc. since June 2013. In his role at
Mirati, he is responsible for drug discovery, translational research, drug manufacturing and companion diagnostics research and
teams. While at Mirati, Dr. Christensen led activities related to the discovery and advancement of the KRAS G12C inhibitor, MRTX849,
as well as the spectrum-selective receptor tyrosine kinase (RTK) inhibitor, sitravatinib, through IND and clinical development.
Prior to Mirati, Dr. Christensen most recently was the head of Oncology Precision Medicine and member of the executive leadership
team in the Oncology Research Unit at Pfizer. While at Pfizer, Dr Christensen led key aspects of the nonclinical and clinical
development of sunitinib (Sutent®), crizotinib (Xalkori®), and palbociclib (Ibrance®). Prior to his time at Pfizer,
he held positions at SUGEN/Pharmacia as a Group Leader on the Preclinical Research and Exploratory Development team. Dr. Christensen
initiated his industry experience at Warner Lambert/Parke-Davis with research focus in RTK biology and pathway biomarker development
in the oncology therapeutic area. Dr. Christensen received his Ph.D. focusing in Molecular Pharmacology from North Carolina State
University with dissertation research directed toward characterization of mechanisms of apoptosis dysregulation during the process
of carcinogenesis. We believe Dr. Christensen’s experience as a biotechnology executive and his expertise in drug discovery
and translational research qualifies him to serve on our board of directors.
James
B. Avery has served on our board of directors since October 2020. Mr. Avery joined Tavistock Group in July 2014 and is currently
a Senior Managing Director. From 2003 to June 2014, Mr. Avery was a Managing Director and Co-Founder of GCA Savvian, a boutique
investment bank, in addition to holding the position of Representative Director for GCA Corporation, GCA Savvian’s parent
company that is publicly traded on the Tokyo Stock Exchange. Prior to GCA Savvian, Mr. Avery spent 10 years working in the New
York and Silicon Valley offices of Morgan Stanley, where he advised clients across a number of industries on strategic, merger
& acquisition and capital market transactions. Mr. Avery has also held roles at Edward M. Greenberg Associates, Burson-Marsteller,
Westdeutsche Landesbank, and Republic National Bank of New York. Mr. Avery is currently a member of the board of directors of
Inseego Corp. (Nasdaq: INSG) and FrontWell Capital Partners. Mr. Avery received his Bachelor of Science in Finance from Miami
University in 1986. We believe that Mr. Avery’s management background and expertise in strategic corporate matters and capital
markets qualifies him to serve as a member of our board of directors.
Number
and Terms of Office of Officers and Directors
Our
board of directors has seven members, five of whom are deemed “independent” under SEC and Nasdaq rules. Our board
of directors is divided into three classes with only one class of directors being elected in each year and each class serving
a three-year term. The term of office of the first class of directors, consisting of Carole L. Nuechterlein and Jamie
G. Christensen, expires at our first annual meeting of stockholders. The term of office of the second class of directors, consisting
of Richard Heyman and Charles M. Baum, expires at the second annual meeting. The term of office of the third class of
directors, consisting of Aaron I. Davis, Christopher Fuglesang and James B. Avery, expires at our third annual meeting of
stockholders. We may not hold an annual meeting of stockholders until after we consummate our initial business combination.
Pursuant
to an with our sponsor, upon consummation of an initial business combination, our sponsor will be entitled to nominate two
individuals for election to our board of directors.
Our
officers are appointed by the board of directors and serve at the discretion of the board of directors, rather than for specific
terms of office. Our board of directors is authorized to appoint persons to the offices set forth in our bylaws as it deems appropriate.
Our bylaws provide that our directors may consist of a chairman of the board, and that our officers may consist of chief executive
officer, president, chief financial officer, executive vice president(s), vice president(s), secretary, treasurer and such other
officers as may be determined by the board of directors.
Executive
Compensation
No
executive officer has received any cash compensation for services rendered to us. We will pay to an affiliate of our sponsor a
fee of $10,000 per month for providing us with office space and certain office and secretarial services until we close a business
combination. However, pursuant to the terms of such agreement, we may delay payment of such monthly fee upon a determination by
our audit committee that we lack sufficient funds held outside the trust to pay actual or anticipated expenses in connection with
our initial business combination. Any such unpaid amount will accrue without interest and be due and payable no later than the
date of the consummation of our initial business combination. Other than the $10,000 per month administrative fee, no compensation
or fees of any kind, including finder’s fees, consulting fees and other similar fees, will be paid to our insiders or any
of the members of our management team, for services rendered prior to or in connection with the consummation of our initial business
combination (regardless of the type of transaction that it is). However, such individuals will receive reimbursement for any out-of-pocket
expenses incurred by them in connection with activities on our behalf, such as identifying potential target businesses, performing
business due diligence on suitable target businesses and business combinations as well as traveling to and from the offices, plants
or similar locations of prospective target businesses to examine their operations. There is no limit on the amount of out-of-pocket
expenses reimbursable by us; provided, however, that to the extent such expenses exceed the available proceeds not deposited in
the trust account and the interest income earned on the amounts held in the trust account, such expenses would not be reimbursed
by us unless we consummate an initial business combination.
After
our initial business combination, members of our management team who remain with us may be paid consulting, management or other
fees from the combined company with any and all amounts being fully disclosed to stockholders, to the extent then known, in the
proxy solicitation materials furnished to our stockholders. It is unlikely the amount of such compensation will be known at the
time of a stockholder meeting held to consider our initial business combination, as it will be up to the directors of the post-combination
business to determine executive and director compensation. In this event, such compensation will be publicly disclosed at the
time of its determination in a Current Report on Form 8-K, as required by the SEC.
Director
Independence
Nasdaq
listing standards require that within one year of the listing of our securities on the Nasdaq Capital Market we have at least
three independent directors and that a majority of our board of directors be independent. An “independent director”
is defined generally as a person other than an officer or employee of the company or its subsidiaries or any other individual
having a relationship which in the opinion of the company’s board of directors, would interfere with the director’s
exercise of independent judgment in carrying out the responsibilities of a director. Our Board of Directors had determined that
Carole L. Nuechterlein, Richard Heyman, Jamie Christensen, Charles M. Baum and James B. Avery are “independent directors”
as defined in the Nasdaq listing standards and applicable SEC rules. Our independent directors will have regularly scheduled meetings
at which only independent directors are present.
We
will only enter into a business combination if it is approved by a majority of our independent directors. Additionally, we will
only enter into transactions with our officers and directors and their respective affiliates that are on terms no less favorable
to us than could be obtained from independent parties. Any related-party transactions must be approved by our audit committee
and a majority of disinterested directors.
Audit
Committee
We
have established an audit committee of the board of directors, which consists of Carole L. Nuechterlein, Richard Heyman, and Charles
M. Baum, each of whom is an independent director. Carole L. Nuechterlein serves as chairman of the audit committee. The audit
committee’s duties, which are specified in our Audit Committee Charter, include, but are not limited to:
|
●
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reviewing
and discussing with management and the independent auditor the annual audited financial
statements, and recommending to the board whether the audited financial statements should
be included in our Form 10-K;
|
|
●
|
discussing with management and the
independent auditor significant financial reporting issues and judgments made in connection with the preparation of our financial
statements;
|
|
●
|
discussing with management major
risk assessment and risk management policies;
|
|
●
|
monitoring the independence of the
independent auditor;
|
|
●
|
verifying the rotation of the lead
(or coordinating) audit partner having primary responsibility for the audit and the audit partner responsible for reviewing
the audit as required by law;
|
|
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|
reviewing and approving all related-party
transactions;
|
|
●
|
inquiring and discussing with management
our compliance with applicable laws and regulations;
|
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pre-approving all audit services
and permitted non-audit services to be performed by our independent auditor, including the fees and terms of the services
to be performed;
|
|
●
|
appointing or replacing the independent
auditor;
|
|
●
|
determining the compensation and
oversight of the work of the independent auditor (including resolution of disagreements between management and the independent
auditor regarding financial reporting) for the purpose of preparing or issuing an audit report or related work;
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establishing procedures for the receipt,
retention and treatment of complaints received by us regarding accounting, internal accounting controls or reports which raise
material issues regarding our financial statements or accounting policies; and
|
|
●
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approving reimbursement of expenses
incurred by our management team in identifying potential target businesses.
|
Financial
Experts on Audit Committee
The
audit committee will at all times be composed exclusively of “independent directors” who are “financially literate”
as defined under the Nasdaq listing standards. The Nasdaq listing standards define “financially literate” as being
able to read and understand fundamental financial statements, including a company’s balance sheet, income statement and
cash flow statement.
In
addition, we must certify to Nasdaq that the committee has, and will continue to have, at least one member who has past employment
experience in finance or accounting, requisite professional certification in accounting, or other comparable experience or background
that results in the individual’s financial sophistication. The board of directors has determined that Carole L. Nuechterlein
qualifies as an “audit committee financial expert,” as defined under rules and regulations of the SEC.
Guidelines
for Selecting Director Nominees
We
do not have a standing nominating committee, though we intend to form a corporate governance and nominating committee as and when
required to do so by law or Nasdaq rules. In accordance with Rule 5605(e)(2) of the Nasdaq rules, a majority of the independent
directors may recommend a director nominee for selection by the board of directors.
The
board of directors believes that the independent directors can satisfactorily carry out the responsibility of properly selecting
or approving director nominees without the formation of a standing nominating committee. Carole L. Nuechterlein, Richard Heyman,
Jamie Christensen, Chuck Baum and James B. Avery will participate in the consideration and recommendation of director nominees.
In accordance with Rule 5605(e)(1)(A) of the Nasdaq rules, all such directors are independent. As there is no standing nominating
committee, we do not have a nominating committee charter in place.
The
board of directors will also consider director candidates recommended for nomination by our shareholders during such times as
they are seeking proposed nominees to stand for election at the next annual general meeting (or, if applicable, extraordinary
general meeting). Our shareholders that wish to nominate a director for election to the Board should follow the procedures set
forth in our bylaws.
We
have not formally established any specific, minimum qualifications that must be met or skills that are necessary for directors
to possess. In general, in identifying and evaluating nominees for director, the board of directors considers educational background,
diversity of professional experience, knowledge of our business, integrity, professional reputation, independence, wisdom, and
the ability to represent the best interests of our shareholders.
Compensation
Committee
We
have established a compensation committee of the board of directors consisting of Richard Heyman and Carole L. Nuechterlein,
each of whom is an independent director. Richard Heyman serves as chairman of the compensation committee. We adopted a compensation
committee charter, which details the principal functions of the compensation committee, including:
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reviewing and approving on an annual
basis the corporate goals and objectives relevant to our President and Chief Executive Officer’s compensation, evaluating
our President and Chief Executive Officer’s performance in light of such goals and objectives and determining and approving
the remuneration (if any) of our President and Chief Executive Officer based on such evaluation;
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●
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reviewing and approving the compensation
of all of our other executive officers;
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|
●
|
reviewing our executive compensation
policies and plans;
|
|
●
|
implementing and administering our
incentive compensation equity-based remuneration plans;
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|
assisting management in complying
with our proxy statement and annual report disclosure requirements;
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approving all special perquisites,
special cash payments and other special compensation and benefit arrangements for our executive officers and employees;
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producing a report on executive compensation
to be included in our annual proxy statement; and
|
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●
|
reviewing, evaluating and recommending
changes, if appropriate, to the remuneration for directors.
|
The
charter also provides that the compensation committee may, in its sole discretion, retain or obtain the advice of a compensation
consultant, legal counsel or other adviser and will be directly responsible for the appointment, compensation and oversight of
the work of any such adviser. However, before engaging or receiving advice from a compensation consultant, external legal counsel
or any other adviser, the compensation committee will consider the independence of each such adviser, including the factors required
by Nasdaq and the SEC.
Compensation
Committee Interlocks and Insider Participation
We
may not have a compensation committee in place prior to the completion of our initial business combination. Any executive compensation
matters that arise prior to the time we have a compensation committee in place will be determined by our independent directors.
None of our directors who currently serve as members of our compensation committee is, or has at any time in the past been, one
of our officers or employees. None of our executive officers currently serves, or in the past year has served, as a member of
the compensation committee of any other entity that has one or more executive officers serving on our board of directors. None
of our executive officers currently serves, or in the past year has served, as a member of the board of directors of any other
entity that has one or more executive officers serving on our compensation committee.
Code
of Ethics
We
have adopted a code of ethics that applies to all of our executive officers, directors and employees. The code of ethics codifies
the business and ethical principles that govern all aspects of our business.
Conflicts
of Interest
Investors
should be aware of the following potential conflicts of interest:
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●
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None of our officers and directors
are required to commit their full time to our affairs and, accordingly, they may have conflicts of interest in allocating
their time among various business activities.
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|
●
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In the course of their other business
activities, our officers and directors may become aware of investment and business opportunities which may be appropriate
for presentation to our company as well as the other entities with which they are affiliated. Our officers and directors may
have conflicts of interest in determining to which entity a particular business opportunity should be presented.
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●
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Our officers and directors may in
the future become affiliated with entities, including other blank check companies, engaged in business activities similar
to those intended to be conducted by our company.
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●
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Unless we consummate our initial
business combination, our officers, directors and other insiders will not receive reimbursement for any out-of-pocket expenses
incurred by them to the extent that such expenses exceed the amount of available proceeds not deposited in the trust account.
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●
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The insider shares beneficially owned
by our officers and directors will be released from escrow only if our initial business combination is successfully completed.
Additionally, if we are unable to complete an initial business combination within the required time frame, our officers and
directors will not be entitled to receive any amounts held in the trust account with respect to any of their insider shares
or private shares. For the foregoing reasons, our board may have a conflict of interest in determining whether a particular
target business is an appropriate business with which to effect our initial business combination.
|
In
general, officers and directors of a corporation incorporated under the laws of the State of Delaware are required to present
business opportunities to a corporation if:
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●
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the corporation could financially
undertake the opportunity;
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|
●
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the opportunity is within the corporation’s
line of business; and
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|
●
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it
would not be fair to the corporation and its stockholders for the opportunity not to be brought to the attention of the
corporation.
|
Accordingly,
as a result of multiple business affiliations, our officers and directors may have similar legal obligations relating to presenting
business opportunities meeting the above-listed criteria to multiple entities. Furthermore, our certificate of incorporation provides
that the doctrine of corporate opportunity will not apply with respect to any of our officers or directors in circumstances where
the application of the doctrine would conflict with any fiduciary duties or contractual obligations they may have. In order to
minimize potential conflicts of interest which may arise from multiple affiliations, our officers and directors (other than our
independent directors) have agreed to present to us for our consideration, prior to presentation to any other person or entity,
any suitable opportunity to acquire a target business, until the earlier of: (1) our consummation of an initial business combination
and (2) 24 months from the date of our Initial Public Offering. This agreement is, however, subject to any pre-existing fiduciary
and contractual obligations such officer or director may from time to time have to another entity. Accordingly, if any of them
becomes aware of a business combination opportunity which is suitable for an entity to which he or she has pre-existing fiduciary
or contractual obligations, he or she will honor his or her fiduciary or contractual obligations to present such business combination
opportunity to such entity, and only present it to us if such entity rejects the opportunity. We do not believe, however, that
the pre-existing fiduciary duties or contractual obligations of our officers and directors will materially undermine our ability
to complete our business combination because in most cases the affiliated companies are closely held entities controlled by the
officer or director or the nature of the affiliated company’s business is such that it is unlikely that a conflict will
arise.
The
following table summarizes the current material pre-existing fiduciary or contractual obligations of our officers, directors and
director nominees:
Name
of Individual
|
|
Name of Affiliated Company
|
|
Entity’s
Business
|
|
Affiliation
|
|
Aaron Davis
|
|
Boxer Capital, LLC
|
|
Investment Fund
|
|
Chief Executive Officer
|
|
|
|
MVA Investors, LLC
|
|
Investment Fund
|
|
Chief Executive Officer
|
|
|
|
Mirati Therapeutics, Inc.
|
|
Therapeutics
|
|
Director
|
|
|
|
Odonate Therapeutics, Inc.
|
|
Therapeutics
|
|
Director
|
|
|
|
iTeos Therapeutics, Inc.
|
|
Therapeutics
|
|
Director
|
|
|
|
Tango Therapeutics, Inc.
|
|
Therapeutics
|
|
Director
|
|
|
|
CiVi Biopharma Holdings, Inc.
|
|
Therapeutics
|
|
Executive Chairman
|
|
|
|
Sojournix, Inc.
|
|
Therapeutics
|
|
Director
|
|
|
|
Rain Therapeutics, Inc.
|
|
Therapeutics
|
|
Director
|
|
|
|
|
|
|
|
|
|
Christopher Fuglesang
|
|
Boxer Capital, LLC
|
|
Investment Fund
|
|
Managing Director
|
|
|
|
MVA Investors, LLC
|
|
Investment Fund
|
|
President
|
|
|
|
Pandion Therapeutics, Inc.
|
|
Therapeutics
|
|
Director
|
|
|
|
CiVi Biopharma Holdings, Inc.
|
|
Therapeutics
|
|
Director
|
|
|
|
Coho Therapeutics, Inc.
|
|
Therapeutics
|
|
Director
|
|
|
|
Shoreline Biosciences, Inc.
|
|
Therapeutics
|
|
Director
|
|
|
|
|
|
|
|
|
|
Michael Beauchamp
|
|
Boxer Capital, LLC
|
|
Investment Fund
|
|
Vice President of Finance
|
|
|
|
|
|
|
|
|
|
Andrew Ellis
|
|
Boxer Capital, LLC
|
|
Investment Fund
|
|
Senior Vice President
|
|
|
|
|
|
|
|
|
|
Carole L. Nuechterlein
|
|
F. Hoffmann-La Roche Ltd.
|
|
Therapeutics
|
|
Deputy Director, Head of Roche Venture Fund
|
|
|
|
Millendo Therapeutics, Inc.
|
|
Therapeutics
|
|
Director
|
|
|
|
Aligos Therapeutics, Inc.
|
|
Therapeutics
|
|
Director
|
|
|
|
Vivet Therapeutics SAS
|
|
Therapeutics
|
|
Director
|
|
|
|
CiVi Biopharma Holdings, Inc.
|
|
Therapeutics
|
|
Director
|
|
|
|
Entrada Therapeutics, Inc.
|
|
Therapeutics
|
|
Director
|
|
|
|
Mission Therapeutics Ltd.
|
|
Therapeutics
|
|
Director
|
|
|
|
Arch Oncology Inc.
|
|
Therapeutics
|
|
Director
|
|
|
|
Second Genome, Inc.
|
|
Therapeutics
|
|
Director
|
|
|
|
Enthera Therapeutics
|
|
Therapeutics
|
|
Director
|
|
|
|
|
|
|
|
|
|
Richard Heyman
|
|
Arch Ventures
|
|
Investment Fund
|
|
Venture Partner
|
|
|
|
Metacrine, Inc.
|
|
Therapeutics
|
|
Chairman
|
|
|
|
Millendo Therapeutics, Inc.
|
|
Therapeutics
|
|
Director
|
|
|
|
ORIC Pharmaceuticals
|
|
Therapeutics
|
|
Director
|
|
|
|
YumanityTherapeutics, Inc.
|
|
Therapeutics
|
|
Director
|
|
|
|
Vividion Therapeutics, Inc.
|
|
Therapeutics
|
|
Director
|
|
|
|
PMV Pharmaceuticals, Inc.
|
|
Therapeutics
|
|
Chairman
|
|
|
|
Amunix, Inc.
|
|
Therapeutics
|
|
Director
|
|
|
|
|
|
|
|
|
|
Charles M. Baum
|
|
Mirati Therapeutics, Inc.
|
|
Therapeutics
|
|
President, Chief Executive Officer
and Director
|
|
|
|
OncoMyx Therapeutics, Inc.
|
|
Therapeutics
|
|
Chairman
|
|
|
|
|
|
|
|
|
|
Jamie G. Christensen
|
|
Mirati Therapeutics, Inc.
|
|
Therapeutics
|
|
Executive Vice President and Chief Scientific Officer
|
|
|
|
|
|
|
|
|
|
James B. Avery
|
|
Tavistock Group
|
|
Financial
|
|
Senior Managing Director
|
|
Further,
our insiders, including our officers and directors, have agreed to vote any shares of common stock held by them in favor of our
initial business combination. In addition, they have agreed to waive their respective rights to receive any amounts held in the
trust account with respect to their insider shares and private shares if we are unable to complete our initial business combination
within the required time frame. If they purchase shares of common stock in the open market, however, they would be entitled to
receive their pro rata share of the amounts held in the trust account if we are unable to complete our initial business combination
within the required time frame, but have agreed not to convert such shares in connection with the consummation of our initial
business combination.
All
ongoing and future transactions between us and any of our officers and directors or their respective affiliates will be on terms
believed by us to be no less favorable to us than are available from unaffiliated third parties. Such transactions will require
prior approval by our audit committee and a majority of our uninterested “independent” directors, or the members of
our board who do not have an interest in the transaction, in either case who had access, at our expense, to our attorneys or independent
legal counsel. We will not enter into any such transaction unless our audit committee and a majority of our disinterested “independent”
directors determine that the terms of such transaction are no less favorable to us than those that would be available to us with
respect to such a transaction from unaffiliated third parties.
To
further minimize conflicts of interest, we have agreed not to consummate our initial business combination with an entity that
is affiliated with any of our officers, directors or other insiders, unless we have obtained (i) an opinion from an independent
investment banking firm that the business combination is fair to our unaffiliated stockholders from a financial point of view
and (ii) the approval of a majority of our disinterested and independent directors (if we have any at that time). In no event
will our insiders or any of the members of our management team be paid any finder’s fee, consulting fee or other similar
compensation prior to, or for any services they render in order to effectuate, the consummation of our initial business combination
(regardless of the type of transaction that it is).
Limitation
on Liability and Indemnification of Directors and Officers
Our
certificate of incorporation provides that our directors and officers will be indemnified by us to the fullest extent authorized
by Delaware law as it now exists or may in the future be amended. In addition, our certificate of incorporation provides that
our directors will not be personally liable for monetary damages to us for breaches of their fiduciary duty as directors, unless
they violated their duty of loyalty to us or our stockholders, acted in bad faith, knowingly or intentionally violated the law,
authorized unlawful payments of dividends, unlawful stock purchases or unlawful redemptions, or derived an improper personal benefit
from their actions as directors. Notwithstanding the foregoing, as set forth in our certificate of incorporation, such indemnification
will not extend to any claims our insiders may make to us to cover any loss that they may sustain as a result of their agreement
to pay debts and obligations to target businesses or vendors or other entities that are owed money by us for services rendered
or contracted for or products sold to us as described elsewhere in this report.
Our
bylaws also will permit us to secure insurance on behalf of any officer, director or employee for any liability arising out of
his or her actions, regardless of whether Delaware law would permit indemnification. We will purchase a policy of directors’
and officers’ liability insurance that insures our directors and officers against the cost of defense, settlement or payment
of a judgment in some circumstances and insures us against our obligations to indemnify the directors and officers.
These
provisions may discourage stockholders from bringing a lawsuit against our directors for breach of their fiduciary duty. These
provisions also may have the effect of reducing the likelihood of derivative litigation against directors and officers, even though
such an action, if successful, might otherwise benefit us and our stockholders. Furthermore, a stockholder’s investment
may be adversely affected to the extent we pay the costs of settlement and damage awards against directors and officers pursuant
to these provisions. We believe that these provisions, the insurance and the indemnity agreements are necessary to attract and
retain talented and experienced directors and officers.
Insofar
as indemnification for liabilities arising under the Securities Act may be permitted to our directors, officers and controlling
persons pursuant to the foregoing provisions, or otherwise, we have been advised that in the opinion of the SEC such indemnification
is against public policy as expressed in the Securities Act and is, therefore, unenforceable.
Section
16(a) Beneficial Ownership Reporting Compliance
Section
16(a) of the Securities Exchange Act of 1934, as amended, or the Exchange Act, requires our executive officers, directors and
persons who beneficially own more than 10% of a registered class of our equity securities to file with the Securities and Exchange
Commission initial reports of ownership and reports of changes in ownership of our common stock and other equity securities. These
executive officers, directors, and greater than 10% beneficial owners are required by SEC regulation to furnish us with copies
of all Section 16(a) forms filed by such reporting persons.
Based
solely on our review of such forms furnished to us and written representations from certain reporting persons, we believe that
all filing requirements applicable to our executive officers, directors and greater than 10% beneficial owners were filed in a
timely manner.
ITEM
11. EXECUTIVE COMPENSATION
Employment
Agreements
We
have not entered into any employment agreements with our executive officers and have not made any agreements to provide benefits
upon termination of employment.
Executive
Officers and Director Compensation
No
executive officer has received any cash compensation for services rendered to us. No compensation of any kind, including finders,
consulting or other similar fees, will be paid to any of our existing stockholders, including our directors, or any of their respective
affiliates, prior to, or for any services they render in order to effectuate, the consummation of a business combination. However,
such individuals will be reimbursed for any out-of-pocket expenses incurred in connection with activities on our behalf such
as identifying potential target businesses and performing due diligence on suitable business combinations. There is no limit on
the amount of these out-of-pocket expenses and there will be no review of the reasonableness of the expenses by anyone other
than our board of directors and audit committee, which includes persons who may seek reimbursement, or a court of competent jurisdiction
if such reimbursement is challenged.
ITEM
12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
The following table sets forth
as of March 31, 2021 the number of shares of common stock beneficially owned by (i) each person who is known by us to be the beneficial
owner of more than five percent of our issued and outstanding common stock(ii) each of our officers and directors; and (iii) all of our
officers and directors as a group. As of March 31, 2021, we had 21,377,250 shares of common stock issued and outstanding.
Unless otherwise indicated, we
believe that all persons named in the table have sole voting and investment power with respect to all shares owned by them. The following
table does not reflect record of beneficial ownership of any shares issuable upon exercise of derivative securities that are not exercisable
within 60 days of March 31, 2021.
Name
and Address of Beneficial Owner(1)
|
|
Number of
Shares
Beneficially
Owned
|
|
|
Approximate
Percentage of
Outstanding
Shares
|
|
BCTG
Holdings, LLC (our sponsor) (2)
|
|
|
4,488,450
|
|
|
|
21.0
|
%(3)
|
Aaron
Davis
|
|
|
—
|
|
|
|
—
|
|
Christopher
Fuglesang
|
|
|
—
|
|
|
|
—
|
|
Michael
Beauchamp
|
|
|
—
|
|
|
|
—
|
|
Andrew
Ellis
|
|
|
—
|
|
|
|
—
|
|
Carole
L. Nuechterlein
|
|
|
—
|
|
|
|
—
|
|
Richard
Heyman
|
|
|
40,600
|
|
|
|
*
|
|
Charles
M. Baum
|
|
|
40,600
|
|
|
|
*
|
|
Jamie
G. Christensen
|
|
|
40,600
|
|
|
|
*
|
|
James
B. Avery
|
|
|
—
|
|
|
|
—
|
|
All
officers and directors as a group (9 individuals)
|
|
|
121,800
|
|
|
|
*
|
|
|
|
|
4,610,250
|
|
|
|
21.6
|
%(3)
|
|
(1)
|
Unless
otherwise indicated, the business address of each of the individuals is c/o BCTG Acquisition
Corp., 12860 El Camino Real, Suite 300, San Diego, CA 92130
|
|
(2)
|
A
board consisting of Aaron Davis, Christopher Fuglesang and Andrew Ellis makes voting
and dispositive decisions with respect to our securities owned by the sponsor. Each
of Aaron Davis, Christopher Fuglesang and Andrew Ellis disclaims any pecuniary interest
in the sponsor except to the extent of his beneficial interest in the securities owned
by the sponsor.
|
|
(3)
|
Includes
533,500 private placement shares purchased by our sponsor.
|
All
of the insider shares issued and outstanding prior to the date of our Initial Public Offering were placed in escrow with Continental
Stock Transfer & Trust Company, as escrow agent, until (1) with respect to 50% of the insider shares, the earlier of six months
after the date of the consummation of our initial business combination and the date on which the closing price of our common stock
equals or exceeds $12.50 per share (as adjusted for share splits, share capitalizations, reorganizations and recapitalizations)
for any 10 trading days within any 30-trading day period commencing after our initial business combination and (2) with respect
to the remaining 50% of the insider shares, six months after the date of the consummation of our initial business combination,
or earlier, in either case, if, subsequent to our initial business combination, we consummate a liquidation, merger, share exchange
or other similar transaction which results in all of our stockholders having the right to exchange their shares for cash, securities
or other property.
During
the escrow period, the holders of these shares will not be able to sell or transfer their securities except (i) for transfers
to our officers, directors or their respective affiliates (including for transfers to an entity’s members upon its liquidation),
(ii) to relatives and trusts for estate planning purposes, (iii) by virtue of the laws of descent and distribution upon death,
(iv) pursuant to a qualified domestic relations order, (v) by certain pledges to secure obligations incurred in connection with
purchases of our securities, (vi) by private sales made at or prior to the consummation of a business combination at prices no
greater than the price at which the shares were originally purchased or (vii) to us for no value for cancellation in connection
with the consummation of our initial business combination, in each case (except for clause (vii)) where the transferee agrees
to the terms of the escrow agreement, but will retain all other rights as our stockholders, including, without limitation, the
right to vote their shares of common stock and the right to receive cash dividends, if declared. If dividends are declared and
payable in shares of common stock, such dividends will also be placed in escrow. If we are unable to effect a business combination
and liquidate the trust account, none of our initial stockholders will receive any portion of the liquidation proceeds with respect
to their insider shares.
ITEM
13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
On
June 4, 2020, our sponsor purchased 3,593,750 shares for an aggregate purchase price of $25,000. In August 2020 and November 2020,
respectively, our sponsor transferred an aggregate of 105,000 founder shares to our directors or at their direction, and an aggregate
of 80,000 shares to our scientific advisors. On September 2, 2020, we declared a dividend of 0.16 shares for each outstanding
share (an aggregate of 575,000 shares), resulting in an aggregate of 4,168,750 shares outstanding, which we refer to herein as
“founder shares” or “insider shares.”
In
order to meet our working capital needs our initial stockholders, officers and directors or their affiliates may, but are not
obligated to, loan us funds, from time to time or at any time, in whatever amount they deem reasonable in their sole discretion.
Each loan would be evidenced by a promissory note. The notes would either be paid upon consummation of our initial business combination,
without interest, or, at the lender’s discretion, up to $1,500,000 of the notes may be converted upon consummation of our
business combination into additional private shares at a price of $10.00 per share (which, for example, would result in the holders
being issued 50,000 shares if $500,000 of notes were so converted). Such private shares will be identical to the private shares
issued at the closing of our initial public offering. Our stockholders have approved the issuance of the private shares upon conversion
of such notes, to the extent the holder wishes to so convert them at the time of the consummation of our initial business combination.
If we do not complete a business combination, the loans will not be repaid.
The
holders of our insider shares, as well as the holders of the private shares, are entitled to registration and stockholder rights
pursuant to a registration rights agreement. The holders of a majority of these securities are entitled to make up to two demands
that we register such securities. The holders of the majority of the insider shares can elect to exercise these registration rights
at any time commencing three months prior to the date on which these shares of common stock are to be released from escrow. In
addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed
subsequent to our consummation of a business combination. We will bear the expenses incurred in connection with the filing of
any such registration statements.
Pursuant
to the registration rights and stockholder rights agreement our sponsor will be entitled, upon consummation of our initial business
combination, to nominate three individuals for election to our board of directors.
We
will reimburse our officers and directors for any reasonable out-of-pocket business expenses incurred by them in connection with
certain activities on our behalf such as identifying and investigating possible target businesses and business combinations. There
is no limit on the amount of out-of-pocket expenses reimbursable by us; provided, however, that to the extent such expenses exceed
the available proceeds not deposited in the trust account and the interest income earned on the amounts held in the trust account,
such expenses would not be reimbursed by us unless we consummate an initial business combination. Our audit committee will review
and approve all reimbursements and payments made to any initial stockholder or member of our management team, or our or their
respective affiliates, and any reimbursements and payments made to members of our audit committee will be reviewed and approved
by our Board of Directors, with any interested director abstaining from such review and approval.
No
compensation or fees of any kind, including finder’s fees, consulting fees or other similar compensation, will be paid to
any of our initial stockholders, officers or directors who owned our shares of common stock prior to our initial public offering,
or to any of their respective affiliates, prior to or with respect to the business combination (regardless of the type of transaction
that it is).
Our
sponsor has entered into an agreement with us to purchase at least an aggregate of 2,500,000 shares of common stock for an
aggregate purchase price of $25,000,000, or $10.00 per share of common stock, prior to, concurrently with, or following the closing
of our business combination in a private placement. The shares of common stock issuable pursuant to the forward purchase agreement
will be identical to the shares of common stock being sold in our initial public offering, except that the holders thereof will
have certain registration rights, as described herein. The capital from such transaction may be used as part of the consideration
to the sellers in our initial business combination, and any excess capital from such private placement would be used for working
capital in the post-transaction company.
All
ongoing and future transactions between us and any of our officers and directors or their respective affiliates will be on terms
believed by us to be no less favorable to us than are available from unaffiliated third parties. Such transactions, including
the payment of any compensation, will require prior approval by a majority of our uninterested “independent” directors
(to the extent we have any) or the members of our board who do not have an interest in the transaction, in either case who had
access, at our expense, to our attorneys or independent legal counsel. We will not enter into any such transaction unless our
disinterested “independent” directors (or, if there are no “independent” directors, our disinterested
directors) determine that the terms of such transaction are no less favorable to us than those that would be available to us with
respect to such a transaction from unaffiliated third parties.
Related
Party Policy
Our
Code of Ethics requires us to avoid, wherever possible, all related party transactions that could result in actual or potential
conflicts of interests, except under guidelines approved by the board of directors (or the audit committee). Related-party transactions
are defined as transactions in which (1) the aggregate amount involved will or may be expected to exceed $120,000 in any calendar
year, (2) we or any of our subsidiaries is a participant, and (3) any (a) executive officer, director or nominee for election
as a director, (b) greater than 5% beneficial owner of our common stock, or (c) immediate family member, of the persons referred
to in clauses (a) and (b), has or will have a direct or indirect material interest (other than solely as a result of being a director
or a less than 10% beneficial owner of another entity). A conflict of interest situation can arise when a person takes actions
or has interests that may make it difficult to perform his or her work objectively and effectively. Conflicts of interest may
also arise if a person, or a member of his or her family, receives improper personal benefits as a result of his or her position.
Our
audit committee, pursuant to its written charter, will be responsible for reviewing and approving related-party transactions to
the extent we enter into such transactions. All ongoing and future transactions between us and any of our officers and directors
or their respective affiliates will be on terms believed by us to be no less favorable to us than are available from unaffiliated
third parties. Such transactions will require prior approval by our audit committee and a majority of our uninterested “independent”
directors, or the members of our board who do not have an interest in the transaction, in either case who had access, at our expense,
to our attorneys or independent legal counsel. We will not enter into any such transaction unless our audit committee and a majority
of our disinterested “independent” directors determine that the terms of such transaction are no less favorable to
us than those that would be available to us with respect to such a transaction from unaffiliated third parties. Additionally,
we require each of our directors and executive officers to complete a directors’ and officers’ questionnaire that
elicits information about related party transactions.
These
procedures are intended to determine whether any such related party transaction impairs the independence of a director or presents
a conflict of interest on the part of a director, employee or officer.
To
further minimize potential conflicts of interest, we have agreed not to consummate a business combination with an entity which
is affiliated with any of our initial stockholders unless we obtain an opinion from an independent investment banking firm that
the business combination is fair to our unaffiliated stockholders from a financial point of view. Furthermore, in no event will
any of our existing officers, directors or initial stockholders, or any entity with which they are affiliated, be paid any finder’s
fee, consulting fee or other compensation prior to, or for any services they render in order to effectuate, the consummation of
a business combination.
Director
Independence
Nasdaq
listing standards require that a majority of our board of directors be independent. For a description of the director independence,
see above Part III, Item 10 - Directors, Executive Officers and Corporate Governance.
ITEM
14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
The
following is a summary of fees paid or to be paid to WithumSmith+Brown, PC, or Withum, for services rendered.
Audit
Fees. Audit fees consist of fees for professional services rendered for the audit of our year-end financial statements and
services that are normally provided by Withum in connection with regulatory filings. The aggregate fees billed by Withum for professional
services rendered for the audit of our annual financial statements, review of the financial information included in our Forms
10-Q for the respective periods and other required filings with the SEC for the period from May 21, 2020 (inception) through December
31, 2020 totaled $99,395. The above amounts include interim procedures and audit fees, as well as attendance at audit committee
meetings.
Audit-Related
Fees. Audit-related services consist of fees billed for assurance and related services that are reasonably related to
performance of the audit or review of our financial statements and are not reported under “Audit Fees.” These services
include attest services that are not required by statute or regulation and consultations concerning financial accounting and reporting
standards. We did not pay Withum for consultations concerning financial accounting and reporting standards for the period from
May 21, 2020 (inception) through December 31, 2020.
Tax
Fees. We did not pay Withum for tax planning and tax advice for the period from May 21, 2020 (inception) through December
31, 2020.
All
Other Fees. We did not pay Withum for other services for the period from May 21, 2020 (inception) through December 31, 2020.
Pre-Approval
Policy
Our
audit committee was formed upon the consummation of our Initial Public Offering. As a result, the audit committee did not pre-approve
all of the foregoing services, although any services rendered prior to the formation of our audit committee were approved by our
board of directors. Since the formation of our audit committee, and on a going-forward basis, the audit committee has and will
pre-approve all auditing services and permitted non-audit services to be performed for us by our auditors, including the fees
and terms thereof (subject to the de minimis exceptions for non-audit services described in the Exchange Act which are approved
by the audit committee prior to the completion of the audit).
part
IV
NOTE
1. ORGANIZATION, BUSINESS OPERATIONS AND BASIS OF PRESENTATION
BCTG
Acquisition Corp. (the “Company”) was incorporated as a Delaware corporation on May 21, 2020. The Company was formed
for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar
business combination (“Initial Business Combination”) with one or more operating businesses or entities that it has
not yet selected (a “target business”). Although the Company is not limited to a particular industry or sector for
purposes of consummating a Business Combination, the Company intends to focus on businesses that have their primary operations
located in North America and Europe in the biotechnology industry. The Company has neither engaged in any operations nor generated
revenue to date, other than searching for a target business. 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”).
As
of December 31, 2020, the Company had not commenced any operations, other than searching for a target business. All activity for
the period from May 21, 2020 (inception) through December 31, 2020 had been related to the Company’s formation and the initial
public offering (“Initial Public Offering”) described below, and since offering, the search for a prospective Initial
Business Combination. The Company will not generate any operating revenue until after the completion of its Initial Business Combination,
at the earliest. The Company generates non-operating income in the form of income earned on investments on cash and cash equivalents
in the Trust Account (as defined below). The Company has selected December 31 as its fiscal year end.
The
Company’s sponsor is BCTG Holdings, LLC, a Delaware limited liability company (the “Sponsor”). The
registration statement for the Company’s Initial Public Offering was declared effective on September 2, 2020. On September
8, 2020, the Company consummated its Initial Public Offering of 16,675,000 shares of common stock (the “Public Shares”),
including the 2,175,000 Public Shares as a result of the underwriters’ full exercise of their over-allotment option, at
an offering price of $10.00 per Public Share, generating gross proceeds of approximately $166.8 million, and incurring offering
costs of approximately $9.6 million, inclusive of approximately $5.8 million in deferred underwriting commissions (Note 6).
Simultaneously
with the closing of the Initial Public Offering, the Company consummated the private placement (“Private Placement”)
of 533,500 shares of common stock (the “Private Placement Shares”), at a price of $10.00 per Private Placement Share
to the Sponsor, generating gross proceeds of approximately $5.3 million (Note 4).
Upon
the closing of the Initial Public Offering and the Private Placement, approximately $166.8 million ($10.00 per share), representing
the net proceeds of the Initial Public Offering and certain of the proceeds of the Private Placement was placed in a trust account
(“Trust Account”) in the United States maintained by Continental Stock Transfer & Trust Company, as trustee, and
will remain invested only in U.S. government treasury bills, notes and bonds with a maturity of 185 days or less or in money market
funds meeting certain conditions under Rule 2a-7 under the Investment Company Act and which invest solely in U.S. Treasuries,
until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the Trust Account as
described below.
Pursuant
to stock exchange listing rules, the Company’s Initial Business Combination must be with one or more operating businesses
or assets with a fair market value equal to at least 80% of the net assets held in the Trust Account (as defined below) (excluding
the amount of any deferred underwriting discount held in trust and taxes payable on the income earned on the Trust Account) at
the time the Company signs a definitive agreement in connection with the Initial Business Combination. However, the Company will
only complete an Initial Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding
voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required
to register as an investment company under the Investment Company Act of 1940, as amended, or the Investment Company Act.
The
Company’s management has broad discretion with respect to the specific application of the net proceeds of its Initial Public
Offering and the sale of Private Placement Shares, although substantially all of the net proceeds are intended to be applied generally
toward consummating a Business Combination. Furthermore, there is no assurance that the Company will be able to successfully complete
a Business Combination.
The
Company will provide the holders of Public Shares (the “Public Stockholders”) with the opportunity to redeem all or
a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder
meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company
will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its
discretion. The Public Stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in
the Trust Account (initially anticipated to be $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 per-share amount to be distributed to Public
Stockholders who redeem their Public Shares will not be reduced by the deferred underwriting commissions the Company will pay
to the underwriters (as discussed in Note 6). In such case, the Company will proceed with a Business Combination if the Company
has net tangible assets of at least $5,000,001 upon such consummation of a Business Combination and a majority of the shares voted
are voted in favor of the Business Combination. If a stockholder vote is not required by law and the Company does not decide to
hold a stockholder vote for business or other legal reasons, the Company will, pursuant to the amended and restated Certificate
of Incorporation which was adopted by the Company in connection with the Initial Public Offering (the “Amended and Restated
Certificate”), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission
(the “SEC”), and file tender offer documents with the SEC prior to completing a Business Combination. If, however,
a stockholder approval of the transactions is required by law, or the Company decides to obtain stockholder approval for business
or legal reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules
and not pursuant to the tender offer rules. Additionally, each Public Stockholder may elect to redeem their Public Shares irrespective
of whether they vote for or against the proposed transaction. If the Company seeks stockholder approval in connection with a Business
Combination, the holders of the Founder Shares prior to this Initial Public Offering (the “Initial Stockholders”)
have agreed to vote their Founder Shares (as defined in Note 5) and any Public Shares purchased during or after the Initial
Public Offering in favor of a Business Combination. In addition, the Initial Stockholders have agreed to waive their redemption
rights with respect to their Founder Shares and Public Shares in connection with the completion of a Business Combination. In
addition, the Company has agreed not to enter into a definitive agreement regarding an Initial Business Combination without the
prior consent of the Sponsor.
If
the Company holds a stockholder vote or there is a tender offer for shares in connection with an Initial Business Combination,
a stockholder will have the right to redeem such holder’s Public Shares for an amount in cash equal to such holder’s
pro rata share of the aggregate amount on deposit in the Trust Account as of two business days prior to the consummation of the
Initial Business Combination, including interest not previously released to the Company to pay its franchise and income taxes. As
a result, such common stock has been recorded at redemption amount and classified as temporary equity, in accordance with the
Financial Accounting Standard Board (“FASB”), Accounting Standard Codification (“ASC”) 480, “Distinguishing
Liabilities from Equity.” The amount in the Trust Account is initially anticipated to be $10.00 per Public Share.
Notwithstanding
the foregoing, the Company’s Amended and Restated Certificate provides that a Public Stockholder, together with any affiliate
of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined
under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted
from redeeming its shares with respect to more than an aggregate of 20% or more of the shares of common stock sold in the Initial
Public Offering, without the prior consent of the Company.
The
Company’s Sponsor, executive officers, and directors have agreed not to propose an amendment to the Company’s Amended
and Restated Certificate that would affect the substance or timing of the Company’s obligation to provide for the redemption
of its Public Shares in connection with a Business Combination or to redeem 100% of its Public Shares if the Company does not
complete a Business Combination, unless the Company provides the Public Stockholders with the opportunity to redeem their shares
of common stock in conjunction with any such amendment.
If
a Business Combination has not been consummated within 24 months from the closing of the Initial Public Offering, or September
8, 2022 (the “Combination Period”), the Company will (i) cease all operations except for the purpose of winding up,
(ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem 100% of the outstanding Public
Shares and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining stockholders
and the board of directors, dissolve and liquidate, subject (in the case of (ii) and (iii) above) to the Company’s obligations
under Delaware law to provide for claims of creditors and the requirements of other applicable law.
The
Initial Stockholders have agreed to waive their liquidation rights with respect to the Founder Shares if the Company fails to
complete a Business Combination within the Combination Period. However, if the Initial Stockholders should acquire Public Shares
in or after the Initial Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect
to such Public Shares if the Company fails to complete a Business Combination within the Combination Period. The underwriters
have agreed to waive their rights to their deferred underwriting commission (see Note 6) held in the Trust Account in the
event the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will
be included with the funds held in the Trust Account that will be available to fund the redemption of the Company’s Public
Shares. In the event of such distribution, it is possible that the per share value of the residual assets remaining available
for distribution (including Trust Account assets) will be only $10.00 per share initially held in the Trust Account.
The
Company will seek to have all third parties (other than the Company’s independent registered public accounting firm) and
any prospective target businesses enter into valid and enforceable agreements with the Company waiving any right, title, interest
or claim of any kind they may have in or to any monies held in the Trust Account. Nevertheless, there is no guarantee that vendors,
service providers and prospective target businesses will execute such agreements. The Company’s insiders have agreed that
they will be jointly and severally liable to the Company if and to the extent any claims by a vendor for services rendered or
products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction
agreement, reduce the amount of funds in the Trust Account to below $10.00 per Public Share, except as to any claims by a third
party who executed a valid and enforceable agreement with the Company waiving any right, title, interest or claim of any kind
they may have in or to any monies held in the Trust Account and except as to any claims under our indemnity of the underwriters
of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act. However, the Company’s
insiders may not be able to satisfy their indemnification obligations. Moreover, the Company’s insiders will not be liable
to the Public Stockholders and instead will only have liability to the Company.
Basis
of Presentation
The
accompanying financial statement 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 SEC.
Emerging
Growth Company
As
an emerging growth company, the Company 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 of 2002, reduced disclosure
obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements
of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not
previously approved.
Further,
section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial
accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared
effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised
financial accounting standards. The JOBS Act provides that an emerging growth 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 an 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.
Liquidity
and Capital Resources
As
of December 31, 2020, the Company had $1.3 million of cash in its operating account and approximately $1.4 million of working
capital.
Through
December 31, 2020, the Company’s liquidity needs were satisfied through a payment of $25,000 from the Company’s Sponsor
in exchange for the issuance of the Founder Shares (as defined below), the loan under the Note of approximately $127,000 (see
Note 5) to the Company to cover for offering costs in connection with the Initial Public Offering, and net proceeds from the consummation
of the Private Placement not held in the Trust Account. The Company fully repaid the Note on September 10, 2020. In addition,
in order to finance transaction costs in connection with a Business Combination, the Company’s officers, directors and initial
stockholders may, but are not obligated to, provide the Company Working Capital Loans (see Note 5). As of December 31, 2020, there
were no amounts outstanding under any Working Capital Loans.
Based
on the foregoing, management believes that the Company will have sufficient working capital and borrowing capacity to meet its
needs through the earlier of the consummation of a Business Combination or one year from this filing. Over this time period, the
Company will be using these funds for paying existing accounts payable, identifying and evaluating prospective Initial Business
Combination candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the
target business to merge with or acquire, and structuring, negotiating and consummating the Business Combination.
NOTE
2. SIGNIFICANT ACCOUNTING POLICIES
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 periods.
Making
estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect
of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered
in formulating its estimate, could change in the near term due to one or more future confirming events. 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.
There were no cash equivalents at December 31, 2020.
Concentration
of Credit Risk
Financial
instruments that potentially subject the Company to concentration of credit risk consist of cash accounts in a financial institution
which, at times, may exceed the Federal depository insurance coverage of $250,000, and investments held in Trust Account. The
Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on
such accounts. The Company’s investments held in the Trust Account is comprised of investments in U.S. Treasury securities
with an original maturity of 185 days or less or investments in a money market funds that comprise only U.S. Treasury securities,
or a combination thereof.
Investments
Held in the Trust Account
The
Company’s portfolio of investments held in the Trust Account is comprised of 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 investments in money market
funds that invest in U.S. government securities, or a combination thereof. The Company’s investments held in the Trust Account
are classified as trading securities. Trading securities are presented on the balance sheet at fair value at the end of each reporting
period. Gains and losses resulting from the change in fair value of these securities are included in interest earned on investments
held in Trust Account on the accompanying statement of operations. The estimated fair values of investments held in the Trust
Account are determined using available market information.
Fair
Value of Financial Instruments
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:
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Level 1, defined as observable inputs
such as quoted prices (unadjusted) for identical instruments in active markets;
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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
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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.
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In
some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy.
In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest
level input that is significant to the fair value measurement.
As
of December 31, 2020, the carrying values of cash, prepaid expenses, accounts payable, accrued expenses, accrued income taxes
and franchise tax payable approximate their fair values due to the short-term nature of the instruments. The Company’s
investments held in Trust Account are comprised of investments in U.S. Treasury securities with an original maturity of 185 days
or less or investments in money market funds that comprise only U.S. treasury securities and are recognized at fair value.
The fair value of investments held in Trust Account is determined using quoted prices in active markets.
Offering
Costs associated with the Initial Public Offering
Offering
costs consisted of legal, accounting and other costs incurred that were directly related to the Initial Public Offering and that
were charged to stockholders’ equity upon the completion of the Initial Public Offering.
Common
Stock Subject to Possible Redemption
The
Company accounts for its common stock subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing
Liabilities from Equity.” Shares of common stock subject to mandatory redemption (if any) are classified as liability instruments
and are measured at fair value. Shares of 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, shares of common stock are classified
as stockholders’ equity. The Company’s common stock features certain redemption rights that are considered to be outside
of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, at December 31, 2020, 15,736,221
shares of common stock subject to possible redemption are presented as temporary equity, outside of the stockholders’ equity
section of the Company’s balance sheet.
Income
Taxes
The
Company complies with the accounting and reporting requirements of Financial Accounting Standards Board Accounting Standard Codification,
or FASB ASC, 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting
for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and
tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates
applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established,
when necessary, to reduce deferred tax assets to the amount expected to be realized.
FASB
ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement
of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to
be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized
tax benefits as income tax expense.
Net
Loss Per Common Share
Net
loss per share of common stock is computed by dividing net loss applicable to stockholders by the weighted average number of shares
of common stock outstanding during the periods. Weighted average shares were reduced for the effect of an aggregate of 543,750
shares of common stock that were subject to forfeiture if the over-allotment option was not exercised by the underwriters. The
underwriters exercised their over-allotment option in full on September 8, 2020; thus, these Founder Shares were no longer subject
to forfeiture (see Note 6). At December 31, 2020, the Company did not have any dilutive securities and other contracts that could,
potentially, be exercised or converted into shares of common stock and then share in the earnings of the Company. As a result,
diluted loss per share is the same as basic loss per share for the periods presented.
The
Company’s statement of operations includes a presentation of loss per share for common stock subject to redemption in a
manner similar to the two-class method of income per share. Net loss per share, basic and diluted for Public
Shares is calculated by dividing the investment income earned on the Trust Account, net of applicable income and franchise taxes
of approximately $26,000 for the period from May 21, 2020 (inception) through December 31, 2020, by the weighted average number
of shares of Public Shares outstanding for the period. Net loss per share, basic and diluted for Founder Shares is calculated
by dividing the net loss of approximately $123,000, less income attributable to Public Shares, by the weighted average number
of shares of Founder Shares outstanding for the periods.
Recent
Accounting Pronouncements
Management
does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have
a material effect on the Company’s financial statements.
NOTE
3. INITIAL PUBLIC OFFERING
On
September 8, 2020, the Company consummated its Initial Public Offering of 16,675,000 Public Shares, including the 2,175,000 Public
Shares as a result of the underwriters’ full exercise of their over-allotment option, at an offering price of $10.00 per
Public Share, generating gross proceeds of approximately $166.8 million, and incurring offering costs of approximately $9.6 million,
inclusive of approximately $5.8 million in deferred underwriting commissions.
NOTE
4. PRIVATE PLACEMENT
Simultaneously
with the closing of the Initial Public Offering, the Company consummated the Private Placement of 533,500 Private Placement Shares,
at a price of $10.00 per Private Placement Share to the Sponsor, generating gross proceeds of approximately $5.3 million.
A
portion of the proceeds from the Private Placement Shares was added to the proceeds from the Initial Public Offering to be held
in the Trust Account.
NOTE
5. RELATED PARTY TRANSACTIONS
Founder
Shares
On
June 4, 2020, the Company issued 3,593,750 shares of common stock to the Sponsor (the “Founder Shares”) for an aggregate
purchase price of $25,000. On September 2, 2020, the Company declared a dividend of 0.16 shares for each outstanding share of
common stock (an aggregate of 575,000 shares), resulting in an aggregate of 4,168,750 shares outstanding. All shares and associated
amounts have been retroactively restated to reflect the share dividend. The Sponsor agreed to forfeit up to an aggregate of 543,750
Founder Shares, so that the Founder Shares would represent 20% of the Company’s issued and outstanding shares after the
Initial Public Offering, to the extent the underwriters’ over-allotment option was not exercised in full or in part. The
underwriters fully exercised the over-allotment option on September 8, 2020; thus, these Founder Shares were no longer subject
to forfeiture.
The
Initial Stockholders agreed not to transfer, assign or sell any of their Founder Shares (except to certain permitted transferees)
until the earlier of (i) one year after the date of the consummation of the Initial Business Combination or (ii) the date on which
the closing price of the Company’s common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock
dividends, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period commencing at least
150 days after the Initial Business Combination, or earlier if, subsequent to the Initial Business Combination, the Company consummates
a subsequent liquidation, merger, stock exchange or other similar transaction which results in all of the stockholders having
the right to exchange their shares of common stock for cash, securities or other property.
Private
Placement Shares
Concurrently
with the closing of the Initial Public Offering, the Sponsor purchased 533,500 Private Placement Shares, at a price of $10.00
per share, in a private placement for an aggregate purchase price of approximately $5.3 million. The Private Placement Shares
are identical to the shares of common stock sold in the Initial Public Offering, subject to certain limited exceptions as described
in Note 1.
The
Sponsor and the Company’s officers and directors have agreed, subject to limited exceptions, not to transfer, assign or
sell any of their Private Placement Shares until 30 days after the completion of the Initial Business Combination.
Related
Party Loans
On
May 21, 2020 and June 10, 2020, the Sponsor agreed to loan the Company up to $25,025 and $274,975, respectively, for an aggregate
amount of $300,000 to be used for the payment of costs related to the Initial Public Offering pursuant to a promissory note (each,
a “Note” and, collectively, the “Notes”). The Notes were non-interest bearing, unsecured and due upon
the date the Company consummated the Initial Public Offering. The Company borrowed approximately $127,000 under the Notes. The
Company repaid the Notes in full on September 10, 2020.
In
addition, in order to finance transaction costs in connection with a Business Combination, the Initial Stockholders may, but are
not obligated to, loan the Company funds, from time to time or at any time, in whatever amount they deem reasonable in their sole
discretion (the “Working Capital Loans”). Each loan would be evidenced by a promissory note. The notes would either
be paid upon consummation of the Initial Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000
of the notes may be converted upon consummation of the Business Combination into additional private placement shares at a conversion
price of $10.00 per share. If the Company does not complete a Business Combination, the loans would not be repaid. Such private
placement shares would be identical to the Private Placement Shares. To date, the Company had no borrowings under the Working
Capital Loans.
Administrative
Support Agreement
Commencing
on the date of the Company’s prospectus, the Company agreed to pay an affiliate of the Sponsor a total of $10,000 per month
for office space and certain office and secretarial services. Upon completion of the Initial Business Combination or the Company’s
liquidation, the Company will cease paying these monthly fees. For the period from May 21, 2020 (inception) through December 31,
2020, the Company incurred $40,000 related to these services. As of December 31, 2020, no amounts were payable related to this
agreement.
Share
Purchase Commitment
The
Company’s Sponsor entered into an agreement to purchase an aggregate of at least 2,500,000 shares of common stock for an
aggregate purchase price of $25.0 million, or $10.00 per share, prior to, concurrently with, or following the closing of the Initial
Business Combination in a private placement. The funds from such private placement may be used as part of the consideration to
the sellers in the Initial Business Combination, and any excess funds from such private placement may be used for working capital
in the post-transaction company.
NOTE
6. COMMITMENTS AND CONTINGENCIES
Registration
Rights
The
holders of the Founder Shares, Private Placement Shares and shares that may be issued upon conversion of Working Capital Loans
are entitled to registration rights pursuant to a registration rights agreement. The holders of a majority of these securities
are entitled to make up to two demands that the Company register such securities. The holders of the majority of the Founder Shares
can elect to exercise these registration rights at any time commencing three months prior to the date on which these shares of
common stock are to be released from escrow. In addition, the holders have certain “piggy-back” registration rights
with respect to registration statements filed subsequent to the consummation of a Business Combination. The Company will bear
the expenses incurred in connection with the filing of any such registration statements.
Underwriting
Agreement
The
Company granted the underwriters a 45-day option from the date of the prospectus to purchase up to 2,175,000 additional shares
at the Initial Public Offering price less the underwriting discounts and commissions. On September 8, 2020, the underwriters fully
exercised the over-allotment option.
The
underwriters were entitled to an underwriting discount of $0.20 per share, or approximately $3.3 million in the aggregate, paid
upon the closing of the Initial Public Offering. In addition, the underwriters will be entitled to a deferred underwriting commission
of $0.35 per share, or approximately $5.8 million in the aggregate. The deferred fee will become payable to the underwriters from
the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms
of the underwriting agreement.
Risks
and Uncertainties
Management
continues to evaluate the impact of the COVID-19 pandemic and has concluded that the specific impact is not readily determinable
as of the date of the balance sheet. The financial statement does not include any adjustments that might result from the outcome
of this uncertainty.
NOTE
7. STOCKHOLDERS’ EQUITY
Preferred
stock—The Company is authorized to issue 1,000,000 shares of preferred stock with a par value of $0.0001 per
share. As of December 31, 2020, there are no shares of preferred stock issued or outstanding.
Common
Stock—The Company is authorized to issue 30,000,000 shares of common stock, par value of $0.0001 per share.
On September 2, 2020, the Company declared a dividend of 0.16 shares for each outstanding share of common stock (an aggregate
of 575,000 shares). All shares and associated amounts have been retroactively restated to reflect the share dividend. As of December
31, 2020, there were 21,377,250 shares of common stock outstanding, including 15,736,221 shares of common stock subject to possible
redemption that were classified outside of permanent equity in the accompanying balance sheet.
NOTE
8. FAIR VALUE MEASUREMENTS
The
following table presents information about the Company’s financial assets that are measured at fair value on a recurring
basis as of December 31, 2020 by level within the fair value hierarchy:
|
|
Quoted
Prices in
Active
Markets
|
|
|
Significant
Other
Observable
Inputs
|
|
|
Significant
Other
Unobservable
Inputs
|
|
Description
|
|
(Level
1)
|
|
|
(Level
2)
|
|
|
(Level
3)
|
|
Assets held in Trust:
|
|
|
|
|
|
|
|
|
|
U.S.
Treasury Securities maturing March 4, 2021
|
|
$
|
166,811,648
|
|
|
$
|
-
|
|
|
$
|
-
|
|
Money Market
Fund
|
|
|
3,587
|
|
|
|
-
|
|
|
|
-
|
|
|
|
$
|
166,815,235
|
|
|
$
|
-
|
|
|
$
|
-
|
|
Transfers
to/from Levels 1, 2 and 3 are recognized at the end of the reporting period. There were no transfers between levels for the three
months ended December 31, 2020 and for the period from May 21, 2020 (inception) through December 31, 2020.
NOTE
8—INCOME TAXES
The
Company generates taxable income primarily consisting of interest income earned on the Trust Account. The Company’s general
and administrative costs are generally considered start-up costs and are not currently deductible.
The
income tax provision (benefit) for the period from May 21, 2020 (inception) through December 31, 2020 consists of the following:
Current
|
|
|
|
Federal
|
|
$
|
6,864
|
|
State
|
|
|
-
|
|
Deferred
|
|
|
|
|
Federal
|
|
|
(31,262
|
)
|
State
|
|
|
-
|
|
Valuation allowance
|
|
|
31,262
|
|
Income tax provision
|
|
$
|
6,864
|
|
As
of December 31, 2020, the Company’s net deferred tax assets are as follows:
Deferred tax assets:
|
|
|
|
Start-up/Organization
costs
|
|
$
|
31,262
|
|
Total deferred tax assets
|
|
|
31,262
|
|
Valuation allowance
|
|
|
(31,262
|
)
|
Deferred tax asset,
net of allowance
|
|
$
|
-
|
|
In
assessing the realization of deferred tax assets, management considers whether it is more likely than not that some portion or
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 assets, 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 May 21, 2020 (inception) through December 31, 2020, the valuation allowance was $31,362.
A
reconciliation of the statutory federal income tax rate (benefit) to the Company’s effective tax rate for the period from
May 6 (inception) through December 31, 2020 is as follows:
Statutory Federal income
tax rate
|
|
|
21.00
|
%
|
Change in Valuation
Allowance
|
|
|
(26.91
|
)%
|
Effective tax rate
|
|
|
(5.91
|
)%
|
There
were no unrecognized tax benefits as of December 31, 2020. No amounts were accrued for the payment of interest and penalties at
December 31, 2020. The Company is currently not aware of any issues under review that could result in significant payments, accruals
or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception.
The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over
the next twelve months.
NOTE
9. SUBSEQUENT EVENTS
The
Company evaluated subsequent events and transactions that occurred after the balance sheet date through the date the financial
statements were available to be issued. Based upon this review, the Company did not identify any subsequent events that would
have required adjustment or disclosure in the financial statements which have not previously been disclosed within the financial
statements.
F-16