Tango Therapeutics(TNGX) - 2020 Q4 - Annual Report

FORM 10-K Cover Page The document is an Annual Report on Form 10-K for the fiscal year ended December 31, 2020, filed by BCTG Acquisition Corp - The document is an Annual Report on Form 10-K for the fiscal year ended December 31, 2020, filed by BCTG Acquisition Corp[2] Cover Page Indicators | Indicator | Value | | :--- | :--- | | Commission file number | 001-39485 | | State of incorporation | Delaware | | Registrant's telephone number | (858) 400-3120 | | Securities registered pursuant to Section 12(b) of the Act | Common Stock | | Exchange on which registered | The Nasdaq Stock Market LLC | | Well-known seasoned issuer | No | | Required to file reports pursuant to Section 13 or 15(d) | Yes | | Filed all required reports in preceding 12 months | Yes | | Submitted Interactive Data File | Yes | | Delinquent filers disclosure | Not contained herein | | Filer status | Non-accelerated filer, Smaller reporting company, Emerging Growth Company | | Elected not to use extended transition period for new accounting standards | No | | Shell company | Yes | | Market value of common stock held by non-affiliates (June 30, 2020) | $0.00 | | Shares outstanding (March 31, 2021) | 21,377,250 | Table of Contents The table of contents outlines the structure of the 10-K report, including four main parts and their respective items - The table of contents outlines the structure of the 10-K report, including four main parts (Part I, II, III, IV) and their respective items, such as Business, Risk Factors, Financial Statements, and Corporate Governance[10] FORWARD LOOKING STATEMENTS This section highlights forward-looking statements regarding future expectations, risks, and the company's ability to complete a business combination - This section highlights that the report contains forward-looking statements regarding the company's future expectations, hopes, beliefs, intentions, or strategies, particularly concerning its ability to complete an initial business combination and its financial performance post-IPO[12] - These statements are based on current expectations and beliefs, involve risks and uncertainties, and the company undertakes no obligation to update or revise them unless required by law[13] - Key areas of forward-looking statements include the ability to complete a business combination, success in retaining key personnel, potential conflicts of interest, ability to obtain additional financing, and the pool of prospective target businesses[14] PART I ITEM 1. BUSINESS BCTG Acquisition Corp. is a blank check company formed in May 2020, aiming to complete a business combination, primarily focusing on innovative biotechnology companies in North America and Europe Introduction BCTG Acquisition Corp. was incorporated in May 2020 as a blank check company to effect a business combination, with an intent to focus on the biotechnology sector in North America and Europe - The company is a blank check company incorporated in May 2020, formed to effect a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination[16] - The primary investment focus is on innovative companies in the biotechnology sector in North America and Europe, leveraging management's expertise[16] - To date, the company has generated no operating revenues and does not expect to until its initial business combination is consummated[17] Our Sponsor and Investment Focus The company's sponsor is an affiliate of Boxer Capital, LLC, a private biopharmaceutical investment firm with a team experienced in finance, drug development, medicine, and science - The sponsor is an affiliate of Boxer Capital, LLC, a private biopharmaceutical investment firm founded in 2005 by Aaron Davis (CEO and Chairman) and Christopher Fuglesang (President)[18] - Boxer Capital's investment focus is on identifying and funding new therapeutics to improve patient care, investing across the entire drug development lifecycle[18] - The team comprises individuals with diverse backgrounds, including doctorates in medicine and science, and has a fundamental strength in targeted oncology, leveraging a network of experts in the field[19][20] Industry Opportunity The biotechnology sector presents significant growth opportunities driven by rising U.S. healthcare spending, accelerated innovation, and robust capital market activity, making it an attractive area for investment - The biotechnology sector offers substantial growth opportunities, with many pre-commercial companies seeking funding and guidance[21] - Growth potential is attributed to trends such as increasing U.S. healthcare spending, rapid biotechnology innovation, and active financing and capital markets[21] Acquisition Strategy & Investment Criteria The company's acquisition strategy involves leveraging its management team's expertise and network to identify attractive biotechnology targets - The strategy is to leverage the management team's expertise and network to identify and acquire attractive biotechnology businesses[23] - Boxer Capital's reputation and track record are considered a competitive advantage in attracting target companies[23] - Target companies should possess a unique scientific mechanism or novel approach, a competent management team, attractive valuation, a clear investment thesis for public investors, and the ability to benefit from the company's capital, guidance, and public market access[24] Effecting a Business Combination The company plans to use IPO and private placement proceeds for its initial business combination, targeting businesses with a fair market value of at least 80% of the trust account, with a 24-month completion deadline - The company intends to use cash from its IPO, private placement, new debt, or a combination for its initial business combination, potentially with financially unstable or early-stage companies[25] - The target business(es) must have an aggregate fair market value of at least 80% of the trust account's value at the time of agreement[27][33][36] - Stockholders may have the ability to approve a business combination or sell their shares via a tender offer, with public stockholders having conversion/tender rights to a pro rata share of the trust account[41][45][46] - Insiders have agreed to vote their shares in favor of any proposed business combination and waive conversion rights, potentially reducing the number of public shares needed for approval[43][47] - If a business combination is not completed within 24 months of the IPO closing, the company will cease operations, redeem 100% of outstanding public shares, and dissolve, subject to Delaware law obligations for creditors[53] Competition The company faces intense competition from other entities, including other blank check companies, private equity groups, and operating businesses, many of which possess greater resources and experience - The company faces intense competition from other entities with similar business objectives, including other blank check companies, private equity groups, and operating businesses[68] - Many competitors have greater financial, technical, human, and other resources, and the company's financial limitations may hinder its ability to acquire larger targets[68] - The requirement to acquire a target business with a fair market value of at least 80% of the trust account and the obligation to pay cash for redemption rights may be viewed unfavorably by some target businesses[68] Facilities The company pays an affiliate of its sponsor $10,000 per month for office space and secretarial services, which is considered adequate for current operations - The company pays an affiliate of its sponsor $10,000 per month for office space and secretarial services at 12860 El Camino Real, Suite 300, San Diego, CA 92130[69] - The current office space is considered adequate for the company's operations[80] Employees The company has four executive officers who are not obligated to devote full-time to its affairs and does not intend to have full-time employees until after the initial business combination - The company currently has four executive officers who are not required to devote a specific number of hours to its matters[70] - The company does not intend to have any full-time employees prior to the consummation of its initial business combination[70] Periodic Reporting and Audited Financial Statements As a registered company, BCTG Acquisition Corp. has reporting obligations with the SEC and will provide audited financial statements of any target business, complying with U.S. GAAP or IFRS and PCAOB standards - The company is registered under the Exchange Act and has reporting obligations, including filing annual, quarterly, and current reports with the SEC[71] - Audited financial statements of prospective target businesses, prepared in accordance with U.S. GAAP or IFRS and PCAOB standards, will be provided to stockholders[72] - The company will be required to comply with Sarbanes-Oxley Act internal control requirements starting for the fiscal year ending December 31, 2021[73] Legal Proceedings There is no material litigation, arbitration, or governmental proceeding currently pending against the company or its officers and directors, nor is the company aware of any legal exposure that could have a material adverse effect - No material litigation, arbitration, or governmental proceeding is currently pending against the company or its officers/directors[77] - The company is not aware of any legal proceeding, investigation, claim, or other legal exposure with a more than remote possibility of a material adverse effect[81] ITEM 1A. RISK FACTORS As a smaller reporting company, BCTG Acquisition Corp. is not required to provide disclosures under this item - As a smaller reporting company, BCTG Acquisition Corp. is exempt from providing disclosures under Item 1A, Risk Factors[78] ITEM 1B. UNRESOLVED STAFF COMMENTS This item is not applicable to BCTG Acquisition Corp - Item 1B, Unresolved Staff Comments, is not applicable[79] ITEM 2. PROPERTIES The company maintains its executive offices in San Diego, CA, paying a monthly fee to an affiliate of its sponsor for office space and services, which is considered adequate - The company's executive offices are located at 12860 El Camino Real, Suite 300, San Diego, CA 92130[80] - A monthly fee of $10,000 is paid to an affiliate of the sponsor for office space and secretarial services[80] - The current office space is considered adequate for current operations[80] ITEM 3. LEGAL PROCEEDINGS BCTG Acquisition Corp. is not currently involved in any material litigation or legal proceedings and is unaware of any significant legal exposures - The company is not currently a party to any material litigation or other legal proceedings[81] - There are no known legal proceedings, investigations, claims, or other legal exposures that have a more than remote possibility of a material adverse effect on the business[81] ITEM 4. MINE SAFETY DISCLOSURES This item is not applicable to BCTG Acquisition Corp - Item 4, Mine Safety Disclosures, is not applicable[82] PART II ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES BCTG Acquisition Corp.'s common stock began trading on Nasdaq in September 2020, with 21,377,250 shares outstanding as of March 31, 2021, and no dividends paid prior to a business combination Market Information The company's common stock commenced trading on the Nasdaq Capital Market under the symbol 'BCTG' on September 3, 2020 - Common stock began trading on the Nasdaq Capital Market under the symbol 'BCTG' on September 3, 2020[84] Holders of Record As of March 31, 2021, there were 12 stockholders of record holding 21,377,250 shares of common stock - As of March 31, 2021, there were 21,377,250 shares of common stock issued and outstanding, held by 12 stockholders of record[85] Dividends The company has not paid cash dividends and does not intend to prior to completing an initial business combination, planning to retain earnings for business operations - The company has not paid any cash dividends on its common stock to date and does not intend to prior to the completion of an initial business combination[86] - The board of directors intends to retain all earnings for business operations and does not anticipate declaring any dividends in the foreseeable future[86] Securities Authorized for Issuance Under Equity Compensation Plans No securities are authorized for issuance under equity compensation plans - No securities are authorized for issuance under equity compensation plans[87] Recent Sales of Unregistered Securities There have been no recent sales of unregistered securities - There have been no recent sales of unregistered securities[88] Use of Proceeds The company completed its IPO and a private placement in September 2020, raising significant proceeds, with $166.75 million placed in a Trust Account Proceeds from Offerings | Event | Shares | Price per Share | Gross Proceeds | | :--- | :--- | :--- | :--- | | Initial Public Offering (IPO) | 16,675,000 | $10.00 | $166,750,000 | | Private Placement | 533,500 | $10.00 | $5,335,000 | - Of the gross proceeds from the IPO and Private Placement, $166,750,000.00 was placed in the Trust Account[91] - The company paid $3,335,000 in underwriting discounts and commissions and approximately $454,000 for other offering costs; deferred underwriting fees of $5,836,250 are due upon closing a business combination[92] Purchases of Equity Securities by the Issuer and Affiliated Purchasers There were no purchases of equity securities by the issuer or affiliated purchasers - There were no purchases of equity securities by the issuer and affiliated purchasers[93] ITEM 6. [RESERVED] This item is reserved and contains no information ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS This section provides an overview of BCTG Acquisition Corp.'s financial condition and results of operations, highlighting its status as a blank check company with no operating revenues to date and a net loss of approximately $123,000 for the period ended December 31, 2020 Cautionary Note Regarding Forward-Looking Statements This section reiterates that the report contains forward-looking statements, which are subject to known and unknown risks, uncertainties, and assumptions that could cause actual results to differ materially - The report includes forward-looking statements based on current expectations and projections, subject to known and unknown risks, uncertainties, and assumptions[95] - Factors that might cause discrepancies include those described in other SEC filings[95] Overview BCTG Acquisition Corp. is a Delaware blank check company formed in May 2020 to effect a business combination, primarily targeting biotechnology companies, with approximately $166.8 million placed into a Trust Account - BCTG Acquisition Corp. is a blank check company incorporated on May 21, 2020, focused on biotechnology businesses in North America and Europe[96] - The company consummated its IPO on September 8, 2020, raising approximately $166.8 million, and a private placement of 533,500 shares for approximately $5.3 million[97][98] - Approximately $166.8 million from the IPO and private placement proceeds was placed in a Trust Account, to be held until a business combination or liquidation[99] - The company has 24 months from the IPO closing (until September 8, 2022) to complete an initial business combination, after which it will liquidate if unsuccessful[100] Results of Operations For the period from inception through December 31, 2020, BCTG Acquisition Corp. reported a net loss of approximately $123,000, primarily due to general and administrative expenses and taxes - The company's activities since inception have been limited to formation, IPO preparation, and searching for business combination candidates, with no operating revenues generated[101] Statement of Operations Summary | Metric | Amount (approx.) | | :--- | :--- | | Net Loss | $(123,000) | | General and administrative expenses | $109,000 | | General and administrative expenses – related party | $40,000 | | Franchise and income tax expense | $39,000 | | Interest income earned on Trust Account investments | $65,000 | Liquidity and Capital Resources As of December 31, 2020, the company had $1.3 million in cash and $1.4 million in working capital, believing it has sufficient resources for the next year or until a business combination Financial Position as of December 31, 2020 | Metric (as of Dec 31, 2020) | Amount | | :--- | :--- | | Cash available for operating expenses | $1.3 million | | Working capital | $1.4 million | - Liquidity needs were satisfied by a $25,000 payment from the Sponsor, approximately $127,000 in loans (repaid), and net proceeds from the Private Placement not held in the Trust Account[104] - Management believes the company has sufficient working capital and borrowing capacity to meet its needs through the earlier of a business combination or one year from the filing date, using funds for identifying targets, due diligence, and transaction costs[105] Related Party Transactions This section details transactions with related parties, including the issuance of Founder Shares, Private Placement Shares, loans from the Sponsor, and an administrative support agreement for office services Founder Shares On June 4, 2020, 3,593,750 Founder Shares were issued to the Sponsor for $25,000, later adjusted and subject to transfer restrictions until one year after a business combination - On June 4, 2020, 3,593,750 shares of common stock were issued to the Sponsor for $25,000, later adjusted to 4,168,750 shares due to a 0.16 share dividend[107] - The Founder Shares were no longer subject to forfeiture after the underwriters fully exercised their over-allotment option on September 8, 2020[107] - Initial Stockholders agreed not to transfer Founder Shares (with limited exceptions) until the earlier of one year after the business combination or when the stock price reaches $12.00 for 20 trading days within a 30-day period, commencing 150 days after the combination[108] Private Placement Shares Concurrently with the IPO, the Sponsor purchased 533,500 Private Placement Shares for approximately $5.3 million, subject to transfer restrictions for 30 days post-business combination - The Sponsor purchased 533,500 Private Placement Shares at $10.00 per share for approximately $5.3 million concurrently with the IPO closing[109] - These shares are identical to IPO common stock but are subject to transfer restrictions for 30 days after the completion of the initial business combination[109][110] Related Party Loans The Sponsor loaned the company up to $300,000 for IPO costs, which was repaid, and initial stockholders may provide non-interest bearing Working Capital Loans convertible into private placement shares - The Sponsor loaned the company up to $300,000 for IPO costs via promissory notes, of which approximately $127,000 was borrowed and fully repaid on September 10, 2020[111] - Initial stockholders may provide non-interest bearing Working Capital Loans to finance business combination transaction costs, with up to $1.5 million convertible into private placement shares at $10.00 per share[112] - As of December 31, 2020, there were no outstanding borrowings under Working Capital Loans[112] Administrative Support Agreement The company pays an affiliate of the Sponsor $10,000 per month for office space and secretarial services, incurring $40,000 for this period - The company pays an affiliate of the Sponsor $10,000 per month for office space and secretarial services, ceasing upon business combination completion or liquidation[113] - For the period from May 21, 2020, through December 31, 2020, $40,000 was incurred for these services, with no amounts payable as of December 31, 2020[113] Share Purchase Commitment The Sponsor committed to purchase at least 2,500,000 common shares for $25.0 million in a private placement, to be used for business combination consideration or post-transaction working capital - The Sponsor agreed to purchase at least 2,500,000 common shares for $25.0 million ($10.00 per share) in a private placement, prior to, concurrently with, or following the business combination[114] - Funds from this commitment may be used as consideration for the business combination or for working capital in the post-transaction company[114] Contractual Obligations The company has contractual obligations related to registration rights for certain shareholders and deferred underwriting commissions payable upon the completion of a business combination Registration Rights Holders of Founder Shares, Private Placement Shares, and shares from Working Capital Loans are entitled to registration rights, allowing them to demand registration of their securities and 'piggy-back' on other registration statements - Holders of Founder Shares, Private Placement Shares, and shares from Working Capital Loans have registration rights, including up to two demand registrations[115] - These rights can be exercised starting three months prior to the release of Founder Shares from escrow, and include 'piggy-back' rights[115] - The company will bear the expenses associated with filing such registration statements[115] Underwriting Agreement The underwriters received an initial discount of approximately $3.3 million and are entitled to a deferred underwriting commission of approximately $5.8 million, payable only upon the completion of a business combination - Underwriters received an underwriting discount of $0.20 per share, totaling approximately $3.3 million, upon IPO closing[116] - A deferred underwriting commission of $0.35 per share, approximately $5.8 million, is payable from the Trust Account only if a business combination is completed[116] Critical Accounting Policies This section outlines the company's critical accounting policies, including the classification and valuation of investments held in the Trust Account, common stock subject to possible redemption, and net loss per common share calculation Investments Held in the Trust Account Investments in the Trust Account, consisting of U.S. government securities or money market funds, are classified as trading securities and measured at fair value, with gains/losses recognized in the statement of operations - Investments in the Trust Account are comprised of U.S. government securities (185 days or less maturity) or money market funds investing in U.S. government securities[117] - These investments are classified as trading securities, presented at fair value, and changes in fair value are included in interest income[117] Common Stock Subject to Possible Redemption Common stock with redemption rights, either holder-controlled or subject to uncertain events outside company control, is classified as temporary equity and measured at redemption amount, as of December 31, 2020 - Common stock subject to possible redemption is accounted for under ASC Topic 480, 'Distinguishing Liabilities from Equity'[119] - Conditionally redeemable common stock, including shares with redemption rights outside the company's control, is classified as temporary equity[119] - As of December 31, 2020, 15,736,221 shares of common stock subject to possible redemption are presented as temporary equity[119] Net Loss Per Common Share Net loss per common share is calculated using the two-class method, distinguishing between Public Shares and Founder Shares, with diluted loss per share being the same as basic loss per share - Net loss per common share is computed by dividing net loss applicable to stockholders by the weighted average number of shares outstanding, in accordance with FASB ASC Topic 260[120] - The calculation uses a two-class method for Public Shares and Founder Shares, with diluted loss per share being equal to basic loss per share due to no dilutive securities[120][121] Off-Balance Sheet Arrangements As of December 31, 2020, the company had no off-balance sheet arrangements - As of December 31, 2020, the company did not have any off-balance sheet arrangements as defined in Item 303(a)(4)(ii) of Regulation S-K[122] JOBS Act As an 'emerging growth company' under the JOBS Act, BCTG Acquisition Corp. is eligible for relaxed reporting requirements and has elected to delay the adoption of new or revised accounting standards - The company qualifies as an 'emerging growth company' under the JOBS Act, allowing it to take advantage of certain exemptions from reporting requirements[123] - The company has elected to delay the adoption of new or revised accounting standards until private companies are required to comply, potentially impacting comparability of financial statements[123][124] Recent Accounting Pronouncements Management believes no recently issued, but not yet effective, accounting pronouncements would materially affect the company's financial statements if currently adopted - Management does not believe any recently issued, but not yet effective, accounting pronouncements would have a material effect on the financial statements if currently adopted[125] ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK As a smaller reporting company, BCTG Acquisition Corp. is not required to provide disclosures under this item - As a smaller reporting company, BCTG Acquisition Corp. is not required to provide quantitative and qualitative disclosures about market risk[126] ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA This item refers to the company's financial statements and related notes, which are included elsewhere in the annual report - The company's financial statements and notes are located starting on page F-1 of this Annual Report[127] ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE There have been no changes in or disagreements with accountants on accounting and financial disclosure - There have been no changes in and disagreements with accountants on accounting and financial disclosure[128] ITEM 9A. CONTROLS AND PROCEDURES Management evaluated the effectiveness of disclosure controls and procedures as of December 31, 2020, concluding they were effective, with no material changes in internal control during the quarter Evaluation of Disclosure Controls and Procedures As of December 31, 2020, the company's management concluded that its disclosure controls and procedures were effective - Management, including the principal executive and financial officers, evaluated the effectiveness of disclosure controls and procedures as of December 31, 2020[129] - Based on this evaluation, disclosure controls and procedures were concluded to be effective[129] Internal Control over Financial Reporting This annual report does not include a management's assessment or auditor attestation report on internal control over financial reporting due to the company's status as a newly public and smaller reporting company - The annual report does not include a management's assessment or an attestation report from the registered public accounting firm regarding internal control over financial reporting[131] - This is due to a transition period for newly public companies and the company's status as a smaller reporting company[131] Changes in Internal Control over Financial Reporting There were no material changes in internal control over financial reporting during the quarter ended December 31, 2020 - No material changes in internal control over financial reporting occurred during the quarter ended December 31, 2020[132] ITEM 9B. OTHER INFORMATION There is no other information to report under this item - There is no other information to report under this item[133] PART III ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE This section provides information on BCTG Acquisition Corp.'s directors and executive officers, their backgrounds, and the company's corporate governance structure, including board composition, independence, and committee roles Executive Officers and Directors The company's executive officers include Aaron I. Davis (Chairman, CEO), Christopher Fuglesang (President, Director), Michael Beauchamp (CFO, Treasurer), and Andrew Ellis (COO, Secretary), supported by a diverse board of directors Executive Officers and Directors | 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 and Christopher Fuglesang are co-founders of Boxer Capital, LLC, the company's sponsor, bringing significant investment and industry expertise[136][137] - The directors possess diverse backgrounds in biotechnology, medicine, science, finance, and law, with experience in drug development, investment, and corporate governance[136][137][138][139][140][141][142][143][144] Number and Terms of Office of Officers and Directors The board of directors consists of seven members, five of whom are independent, divided into three classes with staggered three-year terms, with officers serving at the board's discretion - The board of directors has seven members, with five deemed 'independent' under SEC and Nasdaq rules[145] - Directors are divided into three classes, each serving a three-year term, with one class elected annually[145] - Officers are appointed by and serve at the discretion of the board of directors[147] Executive Compensation No executive officer has received cash compensation for services rendered to the company, with an affiliate of the sponsor receiving a monthly administrative fee and insiders reimbursed for out-of-pocket expenses - No executive officer has received cash compensation for services rendered to the company[148] - An affiliate of the sponsor receives a $10,000 monthly fee for office space and services until a business combination closes[148] - Insiders are reimbursed for out-of-pocket expenses incurred on the company's behalf, but no other compensation or fees are paid prior to or in connection with the initial business combination[148] - Post-business combination, compensation for management team members who remain with the company will be determined by the combined company's directors and publicly disclosed[150] Director Independence Five of the company's seven directors are deemed 'independent' under Nasdaq listing standards and SEC rules, holding regular meetings without management and requiring approval for related-party transactions - Five of the seven board members (Carole L. Nuechterlein, Richard Heyman, Jamie Christensen, Charles M. Baum, and James B. Avery) are considered 'independent directors' under Nasdaq and SEC rules[151] - Independent directors hold regularly scheduled meetings without other directors or management present[151] - Any business combination must be approved by a majority of independent directors, and related-party transactions require approval by the audit committee and a majority of disinterested directors[152] Audit Committee The audit committee, composed of three independent directors, is responsible for overseeing financial reporting, risk assessment, auditor independence, and related-party transactions, with Carole L. Nuechterlein designated as the 'audit committee financial expert' - The audit committee consists of Carole L. Nuechterlein (Chair), Richard Heyman, and Charles M. Baum, all independent directors[153] - Duties include reviewing financial statements, discussing reporting issues and risk management, monitoring auditor independence, approving related-party transactions, and pre-approving audit and non-audit services[153] - Carole L. Nuechterlein qualifies as an 'audit committee financial expert' as defined by SEC rules[155] Guidelines for Selecting Director Nominees The company does not have a standing nominating committee; instead, a majority of independent directors recommend nominees based on educational background, professional experience, business knowledge, integrity, and independence - The company does not have a standing nominating committee; a majority of independent directors recommend director nominees[156][157] - The board considers factors such as educational background, diversity of professional experience, business knowledge, integrity, professional reputation, independence, wisdom, and ability to represent shareholder interests[159] Compensation Committee The compensation committee, comprising independent directors Richard Heyman (Chair) and Carole L. Nuechterlein, is responsible for determining executive compensation, reviewing policies, and administering incentive plans - The compensation committee consists of Richard Heyman (Chair) and Carole L. Nuechterlein, both independent directors[160] - Its functions include reviewing and approving CEO and other executive officer compensation, reviewing compensation policies, and administering incentive plans[160] - The committee has discretion to retain compensation consultants or other advisors, considering their independence[161] Compensation Committee Interlocks and Insider Participation The company may not have a compensation committee before a business combination, with independent directors handling executive compensation matters, and no current members are officers or employees - Prior to a business combination, executive compensation matters will be determined by independent directors if a compensation committee is not yet in place[162] - No current compensation committee members are officers or employees of the company[162] - There are no compensation committee interlocks or insider participation with other entities[162] Code of Ethics The company has adopted a code of ethics applicable to all executive officers, directors, and employees, codifying business and ethical principles - A code of ethics has been adopted, applying to all executive officers, directors, and employees, codifying business and ethical principles[163] Conflicts of Interest Potential conflicts of interest exist due to officers' and directors' other business affiliations and financial incentives, mitigated by agreements to present suitable business opportunities to the company first and requiring audit committee approval for affiliated transactions - Potential conflicts of interest arise from officers' and directors' multiple business affiliations and their financial incentives tied to completing a business combination[165][167] - Officers and directors (excluding independent directors) have agreed to present suitable business opportunities to the company first, subject to any pre-existing fiduciary or contractual obligations[166] - All ongoing and future transactions with officers, directors, or their affiliates must be on terms no less favorable than those from unaffiliated third parties and require prior approval by the audit committee and a majority of disinterested independent directors[169] Affiliations of Directors and Officers | Name of Individual | Name of Affiliated Company | Entity's Business | Affiliation | | :--- | :--- | :--- | :--- | | Aaron Davis | Boxer Capital, LLC | Investment Fund | Chief Executive Officer | | Christopher Fuglesang | Boxer Capital, LLC | Investment Fund | Managing 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 | | Richard Heyman | Arch Ventures | Investment Fund | Venture Partner | | Charles M. Baum | Mirati Therapeutics, Inc. | Therapeutics | President, Chief Executive Officer and Director | | Jamie G. Christensen | Mirati Therapeutics, Inc. | Therapeutics | Executive Vice President and Chief Scientific Officer | | James B. Avery | Tavistock Group | Financial | Senior Managing Director | Limitation on Liability and Indemnification of Directors and Officers The company's certificate of incorporation provides for indemnification of directors and officers to the fullest extent permitted by Delaware law and limits directors' personal liability for monetary damages, with the company maintaining D&O liability insurance - Directors and officers will be indemnified to the fullest extent authorized by Delaware law, and directors' personal liability for monetary damages is limited, except for specific breaches[171] - The company will purchase directors' and officers' liability insurance[172] - These provisions aim to attract and retain talented personnel but may discourage lawsuits against directors[173] Section 16(a) Beneficial Ownership Reporting Compliance All Section 16(a) filing requirements for executive officers, directors, and greater than 10% beneficial owners were met in a timely manner - All Section 16(a) filing requirements for executive officers, directors, and greater than 10% beneficial owners were filed in a timely manner[176] ITEM 11. EXECUTIVE COMPENSATION The company has no employment agreements with executive officers and has not paid cash compensation for services, with insiders reimbursed for out-of-pocket expenses but no other compensation prior to a business combination Employment Agreements The company has not entered into any employment agreements with its executive officers and has no agreements for termination benefits - The company has not entered into any employment agreements with its executive officers[177] - No agreements have been made to provide benefits upon termination of employment[177] Executive Officers and Director Compensation No executive officer or director has received cash compensation for services, with insiders reimbursed for out-of-pocket expenses related to identifying target businesses, but no other compensation is paid prior to a business combination - No executive officer has received cash compensation for services rendered[178] - No compensation or fees of any kind are paid to existing stockholders, directors, or their affiliates prior to or in connection with a business combination[178] - Individuals are reimbursed for out-of-pocket expenses incurred in identifying potential target businesses and performing due diligence, with no limit on the amount[178] ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS This section details the beneficial ownership of common stock by major shareholders, officers, and directors as of March 31, 2021, and outlines the escrow arrangements and transfer restrictions for insider shares Beneficial Ownership Table As of March 31, 2021, BCTG Holdings, LLC (the sponsor) beneficially owned 21.0% of outstanding shares, with individual directors owning less than 1.0% and all officers and directors as a group owning 121,800 shares Beneficial Ownership as of March 31, 2021 | Name and Address of Beneficial Owner | Number of Shares Beneficially Owned | Approximate Percentage of Outstanding Shares | | :--- | :--- | :--- | | BCTG Holdings, LLC (our sponsor) | 4,488,450 | 21.0% | | 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 | * | | Total | 4,610,250 | 21.6% | * Less than 1.0%. - Aaron Davis, Christopher Fuglesang, and Andrew Ellis make voting and dispositive decisions for shares owned by the sponsor, disclaiming pecuniary interest except for their beneficial interest[181] - The sponsor's ownership includes 533,500 private placement shares[181] Escrow and Transfer Restrictions Insider shares issued prior to the IPO are held in escrow, with 50% released six months after a business combination (or earlier if the stock price reaches $12.50) and the remaining 50% six months after the business combination - Insider shares issued prior to the IPO are held in escrow with Continental Stock Transfer & Trust Company[182] - 50% of insider shares are released earlier of six months post-business combination or when stock price hits $12.50 for 10 trading days within 30-day period; remaining 50% released six months post-business combination[182] - During escrow, shares are subject to transfer restrictions (with limited exceptions), but holders retain voting and cash dividend rights[183] ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE This section details various related party transactions, including the issuance and transfer of founder shares, potential working capital loans, registration rights, and the sponsor's right to nominate directors, emphasizing the role of independent directors and the audit committee in ensuring fairness Founder Shares and Loans The sponsor purchased 3,593,750 founder shares for $25,000, which were later adjusted and transferred, and initial stockholders may provide non-interest bearing working capital loans convertible into private shares - The sponsor purchased 3,593,750 founder shares for $25,000, which were subsequently adjusted to 4,168,750 shares and transferred to directors and scientific advisors[184] - Initial stockholders, officers, and directors may loan funds for working capital, evidenced by non-interest bearing promissory notes, convertible into private shares at $10.00 per share upon business combination[184] Registration Rights and Board Nomination Holders of insider shares and private shares have registration rights; upon a business combination, the sponsor is entitled to nominate three individuals for election to the board of directors - Holders of insider shares and private shares are entitled to registration and stockholder rights[185] - Upon consummation of the initial business combination, the sponsor will be entitled to nominate three individuals for election to the board of directors[186] Reimbursement and Compensation Officers and directors are reimbursed for reasonable out-of-pocket business expenses related to identifying target businesses, subject to audit committee review, with no finder's fees or similar compensation paid prior to or for the business combination - Officers and directors are reimbursed for reasonable out-of-pocket business expenses incurred in identifying and investigating target businesses, subject to audit committee approval[187] - No finder's fees, consulting fees, or similar compensation will be paid to initial stockholders, officers, or directors, or their affiliates, prior to or for the business combination[188] Sponsor Share Purchase Commitment The sponsor committed to purchase at least 2,500,000 common shares for $25,000,000 in a private placement, with funds usable for business combination consideration or post-transaction working capital - The sponsor agreed to purchase at least 2,500,000 common shares for $25,000,000 ($10.00 per share) in a private placement[189] - The capital from this transaction may be used as consideration for the business combination or for working capital in the post-transaction company[189] Affiliated Transactions Approval All ongoing and future transactions with officers, directors, or their affiliates must be on terms no less favorable than those available from unaffiliated third parties and require prior approval by a majority of disinterested independent directors or the audit committee - All ongoing and future transactions with officers, directors, or their affiliates must be on terms no less favorable than those from unaffiliated third parties[190] - Such transactions require prior approval by a majority of disinterested independent directors or the audit committee[190][192] Related Party Policy The company's Code of Ethics requires avoiding related party transactions that could create conflicts of interest, except under board-approved guidelines, with the audit committee responsible for reviewing and approving such transactions - The Code of Ethics requires avoiding related party transactions that could result in conflicts of interest, except under board-approved guidelines[191] - The audit committee is responsible for reviewing and approving related-party transactions to ensure terms are no less favorable than those from unaffiliated third parties[192] - To minimize conflicts, a business combination with an affiliated entity requires an independent investment banking firm's fairness opinion and approval from a majority of disinterested independent directors[194] Director Independence Nasdaq listing standards require a majority of the board of directors to be independent, with further details provided in Item 10 - Nasdaq listing standards require a majority of the board of directors to be independent[195] - Further details on director independence are provided in Item 10[195] ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES This section summarizes the fees paid to WithumSmith+Brown, PC for audit services for the period from May 21, 2020, through December 31, 2020, and outlines the pre-approval policy for audit and non-audit services Audit Fees Audit fees paid to WithumSmith+Brown, PC for the period from inception through December 31, 2020, totaled $99,395, covering annual financial statement audits, quarterly reviews, and regulatory filings Audit Fees Paid | Service Type | Amount (May 21, 2020 - Dec 31, 2020) | | :--- | :--- | | Audit Fees | $99,395 | - Audit fees cover professional services for the audit of year-end financial statements, review of financial information in Forms 10-Q, and other SEC filings[197] Audit-Related Fees No audit-related fees were paid to WithumSmith+Brown, PC for the period from inception through December 31, 2020 - No audit-related fees were paid to WithumSmith+Brown, PC for the period from May 21, 2020 (inception) through December 31, 2020[198] Tax Fees No tax planning or advice fees were paid to WithumSmith+Brown, PC for the period from inception through December 31, 2020 - No tax planning and tax advice fees were paid to WithumSmith+Brown, PC for the period from May 21, 2020 (inception) through December 31, 2020[199] All Other Fees No other fees were paid to WithumSmith+Brown, PC for the period from inception through December 31, 2020 - No other fees were paid to WithumSmith+Brown, PC for the period from May 21, 2020 (inception) through December 31, 2020[199] Pre-Approval Policy The audit committee, formed upon IPO consummation, now pre-approves all auditing and permitted non-audit services and their fees, with prior services approved by the board of directors - The audit committee, formed upon IPO consummation, pre-approves all auditing and permitted non-audit services and their fees[200] - Services rendered prior to the audit committee's formation were approved by the board of directors[200] PART IV ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES This section lists the financial statements and exhibits filed with the annual report, including the report of independent registered public accounting firm, balance sheet, statements of operations, changes in shareholders' equity, cash flows, and notes to financial statements, along with various agreements and certifications Financial Statements The financial statements filed with this report include the Report of Independent Registered Public Accounting Firm, Balance Sheet, Statement of Operations, Statement of Changes in Shareholders' Equity, Statement of Cash Flows, and Notes to Financial Statements - The financial statements filed include the Report of Independent Registered Public Accounting Firm, Balance Sheet, Statement of Operations, Statement of Changes in Shareholders' Equity, Statement of Cash Flows, and Notes to Financial Statements[202] Exhibits A list of exhibits filed with the report is provided, including various agreements, corporate documents, and certifications, which can be obtained from the SEC's website - The exhibits filed include various agreements (Underwriting, Letter, Trust, Escrow, Registration Rights, Administrative Support, Indemnity, Subscription), corporate documents (Certificate of Incorporation, Code of Ethics, Committee Charters), and certifications (CEO/CFO)[204] - Exhibits incorporated by reference can be obtained from the SEC's website[203] SIGNATURES The report is signed by the Chief Executive Officer, Chief Financial Officer, and other directors on March 31, 2021 - The report is signed by Aaron I. Davis (Chief Executive Officer and Chairman) and Michael Beauchamp (Chief Financial Officer and Treasurer) on March 31, 2021, along with other directors[209][210] EXHIBIT INDEX This section provides a detailed index of all exhibits filed with the Form 10-K, including their descriptions and where they are incorporated by reference - This section provides a detailed index of all exhibits filed with the Form 10-K, including their descriptions and where they are incorporated by reference[212] INDEX TO FINANCIAL STATEMENTS This index lists the specific financial statements and accompanying notes included in the report, starting from page F-2 - This index lists the specific financial statements and accompanying notes included in the report, starting from page F-2[214] REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM WithumSmith+Brown, PC issued an unqualified opinion on the company's financial statements as of December 31, 2020, stating they are presented fairly in conformity with GAAP and PCAOB standards - WithumSmith+Brown, PC, the independent registered public accounting firm, issued an unqualified opinion on the company's financial statements as of December 31, 2020, and for the period from May 21, 2020 (inception) through December 31, 2020, stating they are presented fairly in all material respects in conformity with GAAP[216] - The audit was conducted in accordance with PCAOB standards, assessing risks of material misstatement and evaluating accounting principles and estimates[218][219] - The firm has served as the company's auditor since 2020[220] FINANCIAL STATEMENTS Balance Sheet as of December 31, 2020 The balance sheet as of December 31, 2020, shows total assets of $168.3 million, primarily driven by investments held in the Trust Account, with total liabilities of $5.95 million and total stockholders' equity of $5.0 million Balance Sheet as of December 31, 2020 | Category | Amount (December 31, 2020) | | :--- | :--- | | Assets: | | | Cash | $1,314,085 | | Prepaid expenses | $183,496 | | Total current assets | $1,497,581 | | Investments held in Trust Account | $166,815,235 | | Total Assets | $168,312,816 | | Liabilities: | | | Accrued expenses | $74,927 | | Accrued income taxes | $6,864 | | Franchise tax payable | $32,563 | | Total current liabilities | $114,354 | | Deferred underwriting commissions | $5,836,250 | | Total liabilities | $5,950,604 | | Stockholders' Equity: | | | Common stock subject to possible redemption | $157,362,210 | | Common stock (excluding redeemable shares) | $564 | | Additional paid-in capital | $5,122,484 | | Accumulated deficit | $(123,046) | | Total stockholders' equity | $5,000,002 | | Total Liabilities and Stockholders' Equity | $168,312,816 | Statement of Operations for the period from May 21, 2020 (inception) through December 31, 2020 For the period from inception through December 31, 2020, the company reported a net loss of $123,046, resulting from operating expenses exceeding interest income earned on Trust Account investments Statement of Operations (May 21, 2020 - Dec 31, 2020) | Item | Amount | | :--- | :--- | | General and administrative expenses | $108,865 | | Administrative expenses - related party | $40,000 | | Franchise tax expense | $32,563 | | Loss from operations | $(181,428) | | Interest earned on investments held in Trust Account | $65,246 | | Loss before income tax expense | $(116,182) | | Income tax expense | $6,864 | | Net loss | $(123,046) | | Weighted average shares outstanding, Public Shares | 16,675,000 | | Basic and diluted net loss per share, Public Shares | $(0.00) | | Weighted average shares outstanding, Founder Shares | 4,212,127 | | Basic and diluted net loss per share, Founder Shares | $(0.04) | Statement of Changes in Shareholders' Equity for the period from May 21, 2020 (inception) through December 31, 2020 The statement of changes in stockholders' equity shows an initial balance of zero, increasing with stock issuance and IPO/private placement proceeds, offset by offering costs, shares subject to redemption, and net loss, resulting in tota