PART I [Condensed Financial Statements](index=4&type=section&id=Item%201.%20Condensed%20Financial%20Statements) Presents HighCape Capital Acquisition Corp.'s unaudited condensed financial statements as of September 30, 2020, reflecting its formation and IPO as a blank check company [Condensed Balance Sheet](index=4&type=section&id=Condensed%20Balance%20Sheet) The September 30, 2020 balance sheet shows total assets of $116.3 million, primarily cash in the Trust Account, and total liabilities of $4.1 million Condensed Balance Sheet as of September 30, 2020 | Category | Amount (USD) | | :--- | :--- | | **Total Assets** | **$116,339,712** | | Cash and cash equivalents held in Trust Account | $115,000,384 | | Cash | $1,164,723 | | **Total Liabilities** | **$4,113,342** | | Deferred underwriting fee payable | $4,025,000 | | **Class A common stock subject to possible redemption** | **$107,226,360** | | **Total Stockholders' Equity** | **$5,000,010** | [Condensed Statement of Operations](index=5&type=section&id=Condensed%20Statement%20of%20Operations) The company reported a net loss of $50,253 for Q3 2020 and $51,253 from inception to September 30, 2020, primarily due to administrative expenses Statement of Operations Highlights (Unaudited) | Period | Net Loss (USD) | | :--- | :--- | | Three Months Ended Sep 30, 2020 | $(50,253) | | Inception (Jun 10, 2020) to Sep 30, 2020 | $(51,253) | [Condensed Statement of Changes in Stockholders' Equity](index=6&type=section&id=Condensed%20Statement%20of%20Changes%20in%20Stockholders%20Equity) Stockholders' equity increased to **$5.0 million** from inception to September 30, 2020, driven by IPO and private placement proceeds - Total stockholders' equity reached **$5,000,010** as of September 30, 2020, following the IPO, private placement, and accounting for stock redemptions and net loss[15](index=15&type=chunk) [Condensed Statement of Cash Flows](index=7&type=section&id=Condensed%20Statement%20of%20Cash%20Flows) Net cash provided by financing activities was **$116.3 million**, with **$115.0 million** used in investing, resulting in a **$1.16 million** cash balance Cash Flow Summary (Inception to Sep 30, 2020) | Cash Flow Activity | Amount (USD) | | :--- | :--- | | Net cash used in operating activities | $(182,900) | | Net cash used in investing activities | $(115,000,000) | | Net cash provided by financing activities | $116,347,623 | | **Net Change in Cash** | **$1,164,723** | [Notes to Condensed Financial Statements](index=8&type=section&id=Notes%20to%20Condensed%20Financial%20Statements) Detailed notes explain the company's SPAC status, IPO terms, private placement, related-party transactions, and financial commitments - The Company is a blank check company formed to effect a business combination and will have until September 9, 2022 (24 months from the IPO closing) to complete one[20](index=20&type=chunk)[33](index=33&type=chunk) - On September 9, 2020, the Company consummated its IPO of **11,500,000 units** at **$10.00 per unit**, generating gross proceeds of **$115,000,000**[22](index=22&type=chunk)[23](index=23&type=chunk) - Simultaneously, it sold **405,000 private placement units** to the Sponsor for **$4,050,000**[22](index=22&type=chunk)[23](index=23&type=chunk) - Following the IPO, **$115,000,000** of the net proceeds was placed in a trust account, which will be invested in U.S. government securities[25](index=25&type=chunk) - The underwriters are entitled to a deferred underwriting fee of **$4,025,000**, payable from the Trust Account only upon the completion of a Business Combination[68](index=68&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations (MD&A)](index=24&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) The MD&A details the company's blank check status, net loss, liquidity from IPO and private placement, and limited contractual obligations - The company is a blank check company with no operations to date; its activities have been limited to organizational matters and preparing for its IPO[95](index=95&type=chunk)[97](index=97&type=chunk) Results of Operations | Period | Net Loss (USD) | Description | | :--- | :--- | :--- | | Q3 2020 | $50,253 | Consists of $50,637 in operating costs, offset by $384 in interest income | | Inception to Sep 30, 2020 | $51,253 | Consists of $51,637 in operating costs, offset by $384 in interest income | Liquidity and Capital Resources as of Sep 30, 2020 | Category | Amount (USD) | Purpose | | :--- | :--- | :--- | | Cash held in Trust Account | $115,000,384 | To be used for an initial Business Combination | | Cash held outside Trust Account | $1,164,723 | To be used for identifying and evaluating target businesses and working capital | - Contractual obligations are limited to a monthly fee of up to **$10,000** to an affiliate of the Sponsor for administrative support and a deferred underwriting fee of **$4,025,000** payable upon completion of a Business Combination[109](index=109&type=chunk)[110](index=110&type=chunk) [Quantitative and Qualitative Disclosures about Market Risk](index=27&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20about%20Market%20Risk) The company has minimal market or interest rate risk due to trust account investments in short-term U.S. government securities - The company has minimal market and interest rate risk as funds in the Trust Account are invested in short-term U.S. government treasury securities or money market funds[115](index=115&type=chunk) [Controls and Procedures](index=27&type=section&id=Item%204.%20Control%20and%20Procedures) Management concluded that disclosure controls and procedures were effective as of September 30, 2020, with no material changes to internal controls - As of September 30, 2020, the CEO and CFO concluded that the company's disclosure controls and procedures were effective[117](index=117&type=chunk) - There were no material changes in the company's internal control over financial reporting during the most recently completed fiscal quarter[118](index=118&type=chunk) PART II – OTHER INFORMATION [Legal Proceedings](index=29&type=section&id=Item%201.%20Legal%20Proceedings) The company reports no legal proceedings - The company has no legal proceedings to report[120](index=120&type=chunk) [Risk Factors](index=29&type=section&id=Item%201A.%20Risk%20Factors) No material changes to previously disclosed risk factors from the September 4, 2020 IPO prospectus have occurred - There have been no material changes to the risk factors disclosed in the company's final IPO prospectus dated September 4, 2020[121](index=121&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds](index=29&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) Details proceeds from the IPO (**$115 million**) and private placement (**$4.05 million**), including allocation to the Trust Account and underwriting fees - The IPO of **11,500,000 units** at **$10.00 per unit** on September 9, 2020, generated gross proceeds of **$115,000,000**[122](index=122&type=chunk) - A simultaneous private placement of **405,000 units** to the Sponsor at **$10.00 per unit** generated total proceeds of **$4,050,000**[123](index=123&type=chunk) - Of the gross proceeds, **$115,000,000** was placed in the Trust Account[124](index=124&type=chunk) - The company paid **$2,300,000** in underwriting fees and deferred an additional **$4,025,000**[124](index=124&type=chunk) [Defaults Upon Senior Securities](index=29&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) The company reports no defaults upon senior securities - The company has no defaults upon senior securities to report[126](index=126&type=chunk) [Mine Safety Disclosures](index=29&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) Mine safety disclosures are not applicable to the company - Mine safety disclosures are not applicable to the company's business[127](index=127&type=chunk) [Other Information](index=29&type=section&id=Item%205.%20Other%20Information) No other information is reported for the period - There is no other information to report for the period[128](index=128&type=chunk) [Exhibits](index=29&type=section&id=Item%206.%20Exhibits) Lists key exhibits filed with the Form 10-Q, including legal and financial agreements related to the company's formation and IPO - The report includes several key exhibits, such as the Underwriting Agreement, Warrant Agreement, Investment Management Trust Agreement, and Registration Rights Agreement[131](index=131&type=chunk)