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Name | Symbol | Market | Type |
---|---|---|---|
SCP and CO Healthcare Acquisition Company | NASDAQ:SHACU | NASDAQ | Trust |
Price Change | % Change | Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 10.05 | 7.80 | 13.56 | 0 | 01:00:00 |
☒ |
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
☐ |
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
Delaware
|
85-2252723
|
|
(State or other jurisdiction of
incorporation or organization) |
(I.R.S. Employer
Identification
No.)
|
Title of Each Class:
|
Trading
Symbol(s)
|
Name of Each Exchange
on Which Registered:
|
||
Units, each consisting of one share of Class A common stock, par value $0.0001 per
share, and one-half of one
redeemable warrant
|
SHACU
|
The Nasdaq Stock Market LLC
|
||
Shares of Class A common stock included as part of the units
|
SHAC
|
The Nasdaq Stock Market LLC
|
||
Redeemable Warrants included as part of the units
|
SHACW
|
The Nasdaq Stock Market LLC
|
Large accelerated filer | ☐ |
|
Accelerated filer | ☐ | ||
|
||||||
Non-accelerated filer | ☒ |
|
Smaller reporting company | ☒ | ||
|
||||||
|
Emerging growth company | ☒ |
|
|
|
|
Page
|
|
|
|
||||||
Item 1.
|
|
|
||||
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3
|
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||
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4
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||
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|
5
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||
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6
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||
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7
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||
Item 2.
|
|
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20
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Item 3.
|
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|
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22
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Item 4.
|
|
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22
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||||||
Item 1.
|
|
|
|
24
|
|
|
Item 1A.
|
|
|
|
24
|
|
|
Item 2.
|
|
|
|
24
|
|
|
Item 3.
|
|
|
|
25
|
|
|
Item 4.
|
|
|
|
25
|
|
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Item 5.
|
|
|
|
25
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|
|
Item 6.
|
|
|
|
26
|
|
|
|
|
27
|
|
March 31,
2021
|
December 31,
2020
|
|||||||
(unaudited)
|
||||||||
ASSETS
|
||||||||
Current assets
|
||||||||
Cash
|
$ | 1,583,206 | $ | 25,000 | ||||
Prepaid Expenses
|
1,119,959 | — | ||||||
|
|
|
|
|||||
Total Current Assets
|
2,703,165 | 25,000 | ||||||
Deferred offering costs
|
— | 185,342 | ||||||
Marketable securities held in Trust Account
|
230,050,775 | — | ||||||
Income tax asset
|
|
|
30,349
|
|
|
|
—
|
|
|
|
|
|
|||||
Total Assets
|
$
|
232,784,289
|
|
$
|
210,342
|
|
||
|
|
|
|
|||||
LIABILITIES AND STOCKHOLDER’S EQUITY
|
||||||||
Current liabilities
|
||||||||
Accrued expenses
|
$ | 6,170 | $ | 1,902 | ||||
Accrued offering costs
|
— | 37,500 | ||||||
Promissory note—related party
|
— | 147,842 | ||||||
|
|
|
|
|||||
Total Current Liabilities
|
6,170 | 187,244 | ||||||
Deferred underwriting fee payable
|
8,050,000 | — | ||||||
Warrant liability
|
10,861,610 | — | ||||||
|
|
|
|
|||||
Total Liabilities
|
|
18,917,780
|
|
|
187,244
|
|
||
|
|
|
|
|||||
Commitments and Contingencies
|
||||||||
Class A common stock subject to possible redemption,
10.00
per share
|
208,866,500 | — | ||||||
Stockholders’ Equity
|
||||||||
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding
|
— | — | ||||||
Class A common stock, $0.0001 par value; 100,000,000 shares authorized; 2,113,350 issued and outstanding (excluding 20,886,650
|
211 | — | ||||||
Class B common stock, $0.0001 par value; 10,000,000 shares authorized; 5,750,000 shares issued and outstanding
|
575 | 575 | ||||||
Additional paid-in capital
|
— | 24,425 | ||||||
Retained earnings (accumulated deficit)
|
4,999,223 | (1,902 | ) | |||||
|
|
|
|
|||||
Total Stockholders’ Equity
|
|
5,000,009
|
|
|
23,098
|
|
||
|
|
|
|
|||||
Total Liabilities and Stockholders’ Equity
|
$
|
232,784,289
|
|
$
|
210,342
|
|
||
|
|
|
|
Operating costs
|
$ | 195,294 | ||
|
|
|||
Loss from operations
|
(195,294
|
)
|
||
Other income:
|
||||
Change in fair value of warrant liability
|
|
|
12,521,330
|
|
Loss resulting from the excess of fair value of Private Placement Warrants over cash received
|
(1,716,390 | ) | ||
Offering costs allocated to warrant liabilities
|
|
|
(808,110
|
)
|
Interest earned on marketable securities held in Trust Account
|
50,775 | |||
|
|
|||
|
|
|
|
|
Income before provision for income taxes
|
9,852,311 | |||
Income tax
benefit
|
30,349 | |||
|
|
|||
Net Income
|
$
|
9,882,660
|
|
|
|
|
|||
Weighted average shares outstanding of Class A, basic and diluted
|
23,000,000 | |||
|
|
|||
Basic and diluted net income per common share, Class A
|
$
|
0.00
|
|
|
|
|
|||
Weighted average shares outstanding of Class B, basic and diluted
|
5,750,000 | |||
|
|
|||
Basic and diluted net income per common share, Class B
|
$
|
1.71
|
|
|
|
|
Class A
Common Stock
|
Class B
Common Stock
|
Additional
Paid-in
|
Retained
Earnings |
Total
Stockholders’
|
||||||||||||||||||||||||
Shares
|
Amount
|
Shares
|
Amount
|
Capital
|
(Accumulated
Deficit) |
Equity
|
||||||||||||||||||||||
Balance — January 1, 2021
|
|
—
|
|
$
|
—
|
|
|
5,750,000
|
|
$
|
575
|
|
$
|
24,425
|
|
$
|
(1,902
|
)
|
$
|
23,098
|
|
|||||||
Sale of units in initial public offering, net of allocation to warrant liabilities, underwriting discounts and offering expenses
|
23,000,000 | 2,300 | 203,958,451 | — | 203,960,751 | |||||||||||||||||||||||
Class A common stock subject to possible redemption
|
(20,886,650 | ) | (2,089 | ) | (203,982,876 | ) | (4,881,535 | ) | (208,866,500 | ) | ||||||||||||||||||
Net income
|
— | — | — | 9,882,660 | 9,882,660 | |||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Balance — March 31, 2021
|
|
2,113,350
|
|
$
|
211
|
|
|
5,750,000
|
|
$
|
575
|
|
$
|
—
|
|
$
|
4,999,223
|
|
$
|
5,000,009
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash Flows from Operating Activities:
|
||||
Net income
|
$ | 9,882,660 | ||
Adjustments to reconcile net income (loss) to net cash used in operating activities:
|
||||
Interest earned on marketable securities held in Trust Account
|
(50,775 | ) | ||
Offering costs
|
|
|
808,110
|
|
Change in fair value of warrant liability
|
(12,521,330 | ) | ||
Loss resulting from the excess of fair value of Private Placement Warrants over cash received
|
1,716,390 | |||
Changes in operating assets and liabilities:
|
||||
Prepaid Expenses
|
(1,119,959 | ) | ||
Accrued expenses
|
4,268 | |||
Income tax payable
|
(30,349 | ) | ||
|
|
|||
Net cash used in operating activities
|
|
(1,310,985
|
)
|
|
|
|
|||
Cash Flows from Investing Activities:
|
||||
Investment of cash in Trust Account
|
(230,000,000 | ) | ||
|
|
|||
Net cash used in investing activities
|
|
(230,000,000
|
)
|
|
|
|
|||
Cash Flows from Financing Activities:
|
||||
Proceeds from issuance of Class A common stock to the Sponsor
|
225,400,000 | |||
Proceeds from sale of Private Placement Warrants
|
8,100,000 | |||
Repayment of promissory note—related party
|
(150,978 | ) | ||
Payment of offering costs
|
(479,831 | ) | ||
|
|
|||
Net cash provided by financing activities
|
|
232,869,191
|
|
|
|
|
|||
Net Change in Cash
|
1,558,206 | |||
Cash – Beginning
|
25,000 | |||
|
|
|||
Cash – Ending
|
$
|
1,583,206
|
|
|
|
|
|||
Non-cash investing
and financing activities:
|
||||
Class A common stock subject to possible redemption
|
$ | 208,866,500 | ||
|
|
|||
Deferred underwriting fee payable
|
$ | 8,050,000 | ||
|
|
|||
Initial classification of warrant liability
|
$ | 23,382,940 | ||
|
|
• |
Level 1, defined as observable inputs such as quoted prices for identical instruments in active markets;
|
• |
Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and
|
• |
Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.
|
|
•
|
|
in whole and not in part;
|
|
•
|
|
at a price of
$0.01 per Public Warrant;
|
|
•
|
|
upon a minimum of 30 days’ prior written notice of redemption to each warrant holder; and
|
• |
if, and only if, the closing price of the Class A common stock equals or exceeds $18.00 per share (as adjusted) for any 20 trading days within
a 30-trading day
period ending three trading days before sending the notice of redemption to warrant holders.
|
• |
in whole and not in part;
|
• |
at $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares based on the redemption date and the fair market value of the Class A common stock;
|
• |
if, and only if, the closing price of the Class A common stock equals or exceeds $10.00 per share (as adjusted) for any 20 trading days within
the 30-trading day
period ending three trading days before the Company sends the notice of redemption to the warrant holders.
|
Description
|
Level
|
March 31,
2021
|
December 31,
2020
|
|||||||||
Assets:
|
||||||||||||
U.S. Treasury Securities Money Market Fund held in Trust Account
|
1 | 230,050,775 | — |
|
|
Level 1
|
|
|
Level 2
|
|
|
Level 3
|
|
|
Total
|
|
||||
Warrant liabilities:
|
|
|
|
|
||||||||||||
Public Warrants
|
|
$ | 6,822,950 | $ | — | $ | — | $ | 6,822,950 | |||||||
Private Placement Warrants
|
|
— | — | 4,038,660 | 4,038,660 | |||||||||||
|
|
|
|
|
|
|
|
|
||||||||
Total warrant liabilities
|
|
$ | 6,822,950 | $ | — |
$
|
4,038,660 |
$
|
10,861,610 | |||||||
|
|
|
|
|
|
|
|
|
Public Warrant
Liability |
Private Placement
Warrant Liability |
|||||||
Fair value, January 21, 2021
(1)
|
$ | 13,566,550 | $ | 9,816,390 | ||||
Recognized gain (loss) on change in fair value
(2)(3)
|
(6,743,600 | ) | (5,777,730 | ) | ||||
|
|
|
|
|||||
Fair value, March 31, 2021
(3)
|
$ | 6,822,950 | $ | 4,038,660 | ||||
|
|
|
|
(1) |
Initial fair value
for
the Warrants on January 21, 2021, the date of the Company’s Initial Public Offering, was determined using a Monte Carlo model. The Warrants were classified as Level 3 at the initial measurement date due to the use of unobservable inputs.
|
March 31, 2021
|
January 26, 2021
|
|||||||
Exercise price
|
$ | 11.50 | $ | 11.50 | ||||
Volatility
|
11.60 | % | 21.55 | % | ||||
Option term (in years)
|
5 | 5 | ||||||
Risk-free interest rate
|
0.87 | % | 0.66 | % | ||||
Probability of Merger
|
70 | % | 70 | % | ||||
Dividend yield
|
0 | % | 0 | % |
(2) |
Changes in valuation are recognized in changes in fair value of warrant liabilities in the Statement of Operations.
|
(3) |
Due to the use of quoted prices in an active market (Level 1) to measure the fair value of the Public Warrants subsequent to initial measurement, the Company had transfers out of Level 3 totaling $6.8 million during the period from January 21, 2021 through March 31, 2021.
|
* |
Filed herewith.
|
** |
Furnished.
|
(1) |
Incorporated by reference to the Company’s Form
S-1,
originally filed with the SEC on September 29, 2020, as amended.
|
(2) |
Incorporated by reference to the Company’s Form
8-K,
filed with the SEC on January 27, 2021.
|
SCP & CO HEALTHCARE ACQUISITION COMPANY
|
||||||
Date: May 24, 2021 | By: |
/s/ Scott Feuer
|
||||
Name: | Scott Feuer | |||||
Title: | Chief Executive Officer | |||||
(Principal Executive Officer) | ||||||
Date: May 24, 2021 | By: |
/s/ Joseph Passero
|
||||
Name: | Joseph Passero | |||||
Title: | Chief Financial Officer | |||||
(Principal Accounting and Financial Officer) |
1 Year SCP and CO Healthcare Ac... Chart |
1 Month SCP and CO Healthcare Ac... Chart |
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