QuantumSi(QSI) - 2020 Q3 - Quarterly Report

PART I Condensed Financial Statements 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 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 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 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] Condensed Statement of Cash Flows 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 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][33] - 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][23] - Simultaneously, it sold 405,000 private placement units to the Sponsor for $4,050,000[22][23] - 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] - 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] Management's Discussion and Analysis of Financial Condition and Results of Operations (MD&A) 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][97] 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][110] Quantitative and Qualitative Disclosures about Market Risk 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] Controls and Procedures 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] - There were no material changes in the company's internal control over financial reporting during the most recently completed fiscal quarter[118] PART II – OTHER INFORMATION Legal Proceedings The company reports no legal proceedings - The company has no legal proceedings to report[120] Risk Factors 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] Unregistered Sales of Equity Securities and Use of Proceeds 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] - A simultaneous private placement of 405,000 units to the Sponsor at $10.00 per unit generated total proceeds of $4,050,000[123] - Of the gross proceeds, $115,000,000 was placed in the Trust Account[124] - The company paid $2,300,000 in underwriting fees and deferred an additional $4,025,000[124] Defaults Upon Senior Securities The company reports no defaults upon senior securities - The company has no defaults upon senior securities to report[126] Mine Safety Disclosures Mine safety disclosures are not applicable to the company - Mine safety disclosures are not applicable to the company's business[127] Other Information No other information is reported for the period - There is no other information to report for the period[128] Exhibits 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]