Tango Therapeutics(TNGX) - 2020 Q3 - Quarterly Report

PART I. FINANCIAL INFORMATION Item 1. Financial Statements (Unaudited) Presents BCTG Acquisition Corp.'s unaudited condensed financial statements and notes for the period ending September 30, 2020 Unaudited Condensed Balance Sheet Details BCTG Acquisition Corp.'s unaudited condensed balance sheet as of September 30, 2020, outlining assets, liabilities, and equity | Metric | Amount (USD) | | :-------------------------------- | :------------- | | Assets: | | | Cash | $1,552,227 | | Investments held in Trust Account | $166,761,850 | | Total Assets | $168,383,696 | | Liabilities: | | | Total current liabilities | $115,050 | | Deferred underwriting commissions | $5,836,250 | | Total liabilities | $5,951,300 | | Stockholders' Equity: | | | Common stock subject to redemption | $157,432,390 | | Total stockholders' equity | $5,000,006 | | Total Liabilities and Stockholders' Equity | $168,383,696 | Unaudited Condensed Statements of Operations Details BCTG Acquisition Corp.'s unaudited condensed statements of operations for the three months and period ended September 30, 2020 | Metric | Three Months Ended Sep 30, 2020 (USD) | Period from May 21, 2020 (inception) through Sep 30, 2020 (USD) | | :------------------------------------ | :------------------------------------ | :---------------------------------------------------------------- | | General and administrative expenses | $18,759 | $19,231 | | Administrative expenses - related party | $10,000 | $10,000 | | Franchise tax expense | $35,491 | $35,491 | | Loss from operations | $(64,250) | $(64,722) | | Interest earned on investments held in Trust Account | $11,860 | $11,860 | | Net loss | $(52,390) | $(52,862) | | Basic and diluted net loss per share, Public Shares | $(0.00) | $(0.00) | | Basic and diluted net loss per share, Founder Shares | $(0.01) | $(0.01) | Unaudited Condensed Statements of Changes in Stockholders' Equity Details BCTG Acquisition Corp.'s unaudited condensed statements of changes in stockholders' equity for the period ended September 30, 2020 | Item | Common Stock Shares | Common Stock Amount (USD) | Additional Paid-In Capital (USD) | Accumulated Deficit (USD) | Total Stockholders' Equity (USD) | | :------------------------------------------ | :------------------ | :------------------------ | :------------------------------- | :------------------------ | :------------------------------- | | Balance - May 21, 2020 (inception) | - | $ - | $ - | $ - | $ - | | Issuance of common stock to Sponsor | 4,168,750 | $417 | $24,583 | - | $25,000 | | Net loss (to June 30, 2020) | - | - | - | $(472) | $(472) | | Balance - June 30, 2020 | 4,168,750 | $417 | $24,583 | $(472) | $24,528 | | Sale of common stock in initial public offering, gross | 16,675,000 | $1,668 | $166,748,332 | - | $166,750,000 | | Offering costs | - | - | $(9,624,742) | - | $(9,624,742) | | Sale of private placement shares to Sponsor | 533,500 | $53 | $5,334,947 | - | $5,335,000 | | Shares subject to possible redemption | (15,743,239) | $(1,575) | $(157,430,815) | - | $(157,432,390) | | Net loss (to Sep 30, 2020) | - | - | - | $(52,390) | $(52,390) | | Balance - September 30, 2020 (unaudited) | 5,634,011 | $563 | $5,052,305 | $(52,862) | $5,000,006 | Unaudited Condensed Statement of Cash Flows Details BCTG Acquisition Corp.'s unaudited condensed statement of cash flows for the period from inception through September 30, 2020 | Cash Flow Activity | Amount (USD) | | :------------------------------------ | :------------- | | Net cash used in operating activities | $(89,281) | | Net cash used in investing activities | $(166,750,000) | | Net cash provided by financing activities | $168,391,508 | | Net change in cash | $1,552,227 | | Cash - end of the period | $1,552,227 | - Supplemental noncash activities include $127,207 in offering costs in note payable to related party, $70,000 in offering costs in accrued expenses, $5,836,250 in deferred underwriting commissions, and $157,484,340 in common stock subject to possible redemption[14] Notes to Unaudited Condensed Financial Statements Detailed notes supporting BCTG Acquisition Corp.'s unaudited condensed financial statements, covering organization, policies, and transactions NOTE 1. ORGANIZATION, BUSINESS OPERATIONS AND BASIS OF PRESENTATION BCTG Acquisition Corp.'s formation, IPO, Private Placement, Trust Account, and business combination deadline are detailed - Company incorporated on May 21, 2020, as a blank check company (SPAC) to effect a business combination, focusing on the biotechnology industry in North America and Europe[17][82] - Initial Public Offering (IPO) consummated on September 8, 2020, issuing 16,675,000 shares at $10.00 per share, generating gross proceeds of approximately $166.8 million[19][58][83] - Private Placement of 533,500 shares to the Sponsor at $10.00 per share, generating gross proceeds of approximately $5.3 million, concurrent with the IPO[20][59][84] - Approximately $166.8 million from the IPO and Private Placement proceeds were placed in a Trust Account, to be invested in U.S. government securities or money market funds[21][85] - The company has 24 months from the IPO closing (until September 8, 2022) to complete an Initial Business Combination, failing which it will redeem 100% of outstanding Public Shares and liquidate[29][87] NOTE 2. SIGNIFICANT ACCOUNTING POLICIES Outlines significant accounting policies, including fair value measurement, investments in Trust Account, and common stock subject to redemption - Investments held in the Trust Account are classified as trading securities and presented at fair value, with gains and losses included in net gain from investments[44][104] - Fair value measurements are categorized into a three-tier hierarchy: Level 1 (quoted prices in active markets), Level 2 (observable inputs other than quoted prices), and Level 3 (unobservable inputs)[46][51] - Common stock subject to possible redemption is classified as temporary equity, outside of the stockholders' equity section, due to redemption rights outside the company's control[50][105] - Net loss per common share is computed using the two-class method, distinguishing between Public Shares and Founder Shares[54][106] NOTE 3. INITIAL PUBLIC OFFERING Details the Initial Public Offering completed on September 8, 2020, including shares sold, gross proceeds, and offering costs - IPO completed on September 8, 2020, with 16,675,000 Public Shares sold at $10.00 per share[58] - Gross proceeds from IPO: approximately $166.8 million[58] - Total offering costs: approximately $9.6 million, including $5.8 million in deferred underwriting commissions[58] NOTE 4. PRIVATE PLACEMENT Details the Private Placement, including shares sold to the Sponsor, gross proceeds, and allocation to the Trust Account - Private Placement of 533,500 shares to the Sponsor at $10.00 per share, generating approximately $5.3 million in gross proceeds[59] - A portion of the Private Placement proceeds was deposited into the Trust Account[61] NOTE 5. RELATED PARTY TRANSACTIONS Details transactions with related parties, including Founder Shares, Private Placement Shares, loans, and administrative support agreements - Initial issuance of 3,593,750 Founder Shares to the Sponsor for $25,000, retroactively restated to 4,168,750 shares after a dividend[62] - Sponsor purchased 533,500 Private Placement Shares for approximately $5.3 million[64] - Sponsor loaned the Company approximately $127,000 for IPO costs via non-interest bearing promissory notes, fully repaid on September 10, 2020[66] - Company pays an affiliate of the Sponsor $10,000 per month for administrative support, incurring $10,000 for the period from inception through September 30, 2020[69] - Sponsor committed to purchase at least 2,500,000 common shares for $25.0 million ($10.00 per share) in a private placement related to the initial Business Combination[70] NOTE 6. COMMITMENTS AND CONTINGENCIES Outlines commitments and contingencies, including registration rights, underwriting commissions, and the undetermined impact of COVID-19 - Holders of Founder Shares, Private Placement Shares, and shares from Working Capital Loans are entitled to registration rights[71][102] - Underwriters received an immediate discount of approximately $3.3 million and are entitled to a deferred underwriting commission of approximately $5.8 million, payable only upon completion of a Business Combination[73][103] - The specific impact of the COVID-19 pandemic is not readily determinable as of the balance sheet date[74][91] NOTE 7. STOCKHOLDERS' EQUITY Details authorized and outstanding shares of preferred and common stock, including common stock subject to possible redemption - Authorized preferred stock: 1,000,000 shares; none issued or outstanding as of September 30, 2020[75] - Authorized common stock: 30,000,000 shares; 21,377,250 shares outstanding as of September 30, 2020[76] - 15,743,239 shares of common stock are subject to possible redemption and classified outside of permanent equity[76] NOTE 8. FAIR VALUE MEASURMENTS Provides fair value measurements of financial assets, primarily Trust Account investments, categorized by the fair value hierarchy levels | Description | Quoted Prices in Active Markets (Level 1) (USD) | Significant Other Observable Inputs (Level 2) (USD) | Significant Other Unobservable Inputs (Level 3) (USD) | | :---------------------- | :-------------------------------------- | :---------------------------------------- | :---------------------------------------- | | U.S. Treasury Securities | $166,758,263 | $ - | $ - | | Money Market Fund | $3,587 | $ - | $ - | | Total | $166,761,850 | $ - | $ - | - All investments held in the Trust Account are classified as Level 1 fair value measurements, indicating valuation based on quoted prices in active markets[78] NOTE 9. SUBSEQUENT EVENTS No subsequent events requiring adjustment or disclosure were identified through the financial statement issuance date - Management identified no subsequent events requiring adjustment or disclosure through the financial statement issuance date[79] Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations Management's discussion and analysis of financial condition and results of operations, covering liquidity, capital, and critical accounting policies Overview Provides an overview of BCTG Acquisition Corp.'s formation, IPO, Private Placement, and business combination timeline - BCTG Acquisition Corp. is a blank check company formed on May 21, 2020, targeting business combinations in the North American and European biotechnology industry[82] - The Company completed its IPO on September 8, 2020, raising approximately $166.8 million, and a concurrent Private Placement of $5.3 million, with proceeds placed in a Trust Account[83][84][85] - The Company has until September 8, 2022, to complete an initial Business Combination, after which it will liquidate and redeem public shares[87] Liquidity and Capital Resources Discusses the Company's liquidity and capital resources, including cash position, funding sources, and future capital needs - As of September 30, 2020, the Company had $1.6 million in cash for operating expenses and approximately $1.5 million of working capital[38][88] - Liquidity needs were met through a $25,000 payment from the Sponsor for Founder Shares, approximately $127,000 in related party loans (repaid September 10, 2020), and net proceeds from the Private Placement not held in the Trust Account[39][89] - Management believes the Company has sufficient working capital and borrowing capacity for its needs through the earlier of a Business Combination or one year from the filing date[40][90] Results of Operations Analyzes the Company's operational results, highlighting activities since inception and the reported net loss - The Company's activities since inception through September 30, 2020, were primarily related to its formation, IPO, and searching for business combination candidates, with no operating revenues generated[92] - For the period from May 21, 2020 (inception) through September 30, 2020, the Company reported a net loss of $52,862[93] | Expense/Income Item | Amount (USD) | | :------------------------------------ | :------------- | | General and administrative expenses | $29,231 | | Franchise tax expense | $35,491 | | Interest income on marketable securities | $11,849 | | Net Loss | $(52,862) | Related Party Transactions Details transactions with related parties, including Founder Shares, Private Placement Shares, loans, and administrative services - The Sponsor received 4,168,750 Founder Shares for $25,000 and purchased 533,500 Private Placement Shares for $5.3 million[94][96] - The Sponsor provided approximately $127,000 in non-interest bearing loans for IPO costs, which were fully repaid on September 10, 2020[98] - The Company pays an affiliate of the Sponsor $10,000 per month for administrative services, incurring $10,000 for the period from inception through September 30, 2020[100] - The Sponsor committed to purchase at least 2,500,000 common shares for $25.0 million in a private placement related to the initial Business Combination[101] Contractual Obligations Outlines the Company's contractual obligations, including registration rights and deferred underwriting commissions - Holders of Founder Shares, Private Placement Shares, and shares from Working Capital Loans have registration rights, with the Company bearing associated expenses[102] - Underwriters are entitled to a deferred underwriting commission of approximately $5.8 million, payable only upon completion of a Business Combination[103] Critical Accounting Policies Discusses critical accounting policies, including fair value measurement of investments and classification of common stock - Investments held in the Trust Account are classified as trading securities and measured at fair value, with gains and losses recognized in the statement of operations[104] - Common stock subject to possible redemption is classified as temporary equity due to redemption rights outside the Company's control[105] - Net loss per common share is calculated using the two-class method for Public Shares and Founder Shares[106] Off-Balance Sheet Arrangements Confirms the absence of any off-balance sheet arrangements as of September 30, 2020 - As of September 30, 2020, the Company did not have any off-balance sheet arrangements[107] JOBS Act Discusses the Company's status as an 'emerging growth company' under the JOBS Act and its accounting standard election - The Company qualifies as an 'emerging growth company' under the JOBS Act and has elected to delay the adoption of new or revised accounting standards, aligning with private company effective dates[108] - This election may make financial statements less comparable to non-emerging growth companies or those that opted out of the extended transition period[36][108] - The Company is evaluating other reduced reporting requirements under the JOBS Act, such as exemptions from auditor attestation, reduced executive compensation disclosures, and PCAOB requirements[109] Recent Accounting Pronouncements Management's assessment of the impact of recently issued accounting pronouncements on the financial statements - Management does not believe any recently issued, but not yet effective, accounting pronouncements would materially affect the unaudited condensed financial statements if currently adopted[57][110] Item 3. Quantitative and Qualitative Disclosures About Market Risk As a smaller reporting company, BCTG Acquisition Corp. is not required to provide market risk disclosures - The Company is a smaller reporting company and is not required to provide quantitative and qualitative disclosures about market risk[111] Item 4. Controls and Procedures Management concluded that disclosure controls and procedures were effective as of September 30, 2020, with no material changes - Management concluded that disclosure controls and procedures were effective as of September 30, 2020[113] - No material changes in internal control over financial reporting occurred during the fiscal quarter ended September 30, 2020[115] PART II - OTHER INFORMATION Item 1. Legal Proceedings The Company reported no legal proceedings - The Company has no legal proceedings[118] Item 1A. Risk Factors As a smaller reporting company, BCTG Acquisition Corp. is not required to provide risk factor information - The Company is a smaller reporting company and is not required to provide risk factor information[119] Item 2. Unregistered Sales of Equity Securities and Use of Proceeds from Registered Securities Details the IPO and Private Placement, including proceeds, offering costs, Trust Account allocation, and underwriting commissions - IPO generated approximately $166.8 million gross proceeds from 16,675,000 Public Shares, with $9.6 million in offering costs[120] - Private Placement of 533,500 shares to the Sponsor for approximately $5.3 million[121] - Approximately $166.75 million from the IPO and Private Placement was placed in a Trust Account[122] - Underwriting discounts and commissions included $3.3 million paid upfront and $5.8 million deferred, payable upon consummation of the initial business combination[123] Item 3. Defaults Upon Senior Securities The Company reported no defaults upon senior securities - The Company has no defaults upon senior securities[125] Item 4. Mine Safety Disclosures The Company reported no mine safety disclosures - The Company has no mine safety disclosures[125] Item 5. Other Information The Company reported no other information - The Company has no other information to report under this item[126] Item 6. Exhibits Lists exhibits filed with Form 10-Q, including CEO/CFO certifications and XBRL taxonomy documents - Exhibits include certifications from the CEO and CFO (31.1, 31.2, 32.1, 32.2) and XBRL taxonomy documents (101.INS, 101.SCH, 101.CAL, 101.DEF, 101.LAB, 101.PRE)[127] SIGNATURE Report signed by Aaron I. Davis (CEO and Chairman) and Michael Beauchamp (CFO and Treasurer) on November 13, 2020 - The report was signed by Aaron I. Davis (CEO and Chairman) and Michael Beauchamp (CFO and Treasurer) on November 13, 2020[131]